For decades, SHIELD has been the ultimate law-enforcement agency in the Marvel Universe. That changed when it was revealed that HYDRA, an agency of evil from World War II, was inside SHIELD all long.

So, with few allies and even fewer resources, can the Agents of SHIELD fight evil, even when they are accused of being evil, too? That’s the premise for the second season, starting with the season premiere, “Shadows.” It shows the crew battling a new super-villain with new allies, and a couple of surprises at the end.

SPOILERS AHOY

The show starts in 1945 Austria, where some HYDRA agents try to spirit away an obelisk that has already killed some of their agents. Someone named Daniel Whitehall (Reed Diamond) is especially interested in the item. However, Agent Peggy Carter (Hayley Atwell) and some of Captain America’s Howling Commandoes (including Neal McDonough as Dum Dum Dugan) show up to close down their camp. She mentions that Howard Stark will likely look over what they recovered, but she’s hoping for a facility to keep certain technologies away from even Stark and the government. It’s also shown that an obelisk in a box is labeled as 0-8-4, or “item of unknown origin,” the first one.  The opening scene gives fans a taste of the upcoming Agent Carter mini-series starting early next year. It also suggests that events back in the 40’s will have a big impact nearly 70 years later for SHIELD and maybe certain people, too.

Cut to a warehouse in Virginia, where an ex-SHIELD agent is selling information about the original 0-8-4, to a couple of mercenaries, Isabelle Hartley (Lucy Lawless) and Lance Hunter (Nick Blood). They’re actually working undercover for SHIELD, but the deal goes sour. The contact is killed and the attacker is shot, but it doesn’t affect him. More on that later.

SHIELD is now considered a terrorist group just like HYDRA. That’s why people like Brigadier General Glenn Talbot (Adrian Pasdar) wants SHIELD in prison, and will do so with the media watching. He may say he’s doing it for his country, but he doesn’t need George Stephanopoulos to get the job done.

SHIELD, meanwhile, no longer has a Bus or a fancy headquarters. It’s now in a secret place known as “The Playground.” Coulson is more concerned about trying to get new allies than being closer to his crew- especially Agent May. With all that has been happening, you can’t blame him. He was the ultimate SHIELD company man, and SHIELD was his life. For now, SHIELD will protect the world, but do it in the shadows.

Fitz, meanwhile, seems to have almost recovered from the coma from last season. Simmons is there with him, encouraging him to keep trying to create a cloaking device for the Bus. His brain may stall a few times when he’s trying to find the right word, but he’s trying. As long as Simmons is by his side, he’s not losing hope.

Skye has been busy getting training from May, and trying to make sense of the markings Coulson drew at the end of last season. A close up of her with those markings in the background may suggest a connection between the two, but we’ll see. Triplett is still there, wondering about how Agent Koenig (Patton Oswalt) was a twin to the previous Koenig who died last season and all the other brothers he keeps bringing up.

The crew soon find out the man who took those ineffective bullets was Carl Creel (Brian Patrick Wade), the Absorbing Man. He can absorb any material, even diamonds. He had been determined to be too dangerous by SHIELD and was meant to have been terminated… by Garrett, who recruited him instead and used him for HYDRA missions. They ask Skye to get more info on Creel, which means she has to interview a certain prisoner in Vault 5….Grant Ward. He says he’ll only talk to Skye, not because he wants her forgiveness, but because he wants to help her. It sounds like he’s Hannibal Lecter while she’s Clarice Starling, but Coulson says the relationship has helped. Ward informs them of HYDRA contacts Creel and other operatives through special frequencies, which reveals HYDRA is still out there, plotting. Ward is also adept at mind games with Skye, mentioning that her body has changed due to all that training. Skye doesn’t let this fool her, and leaves. Too bad Ward was about to tell her about her father, but dad might be contacting her very soon anyway.

Meanwhile, Talbot gets a cell call from Coulson, warning him that Creel is targeting him, but Talbot is more interested in putting Coulson in Gitmo. Creel does show up, and SHIELD does stop him. They also kidnap Talbot, and Coulson tries to convince him they should work together. He explains to Talbot that Creel surrendering to authorities means he’ll be taken to the facility where Talbot’s keeping captured SHIELD resources, including that 0-8-4 that Creel has been looking for. But, Talbot won’t budge, and gets a couple of Icer bullets for his trouble. After finding himself in his car, and out of uniform, he calls what he thinks is his battalion. It’s really SHIELD stealing his passwords, so they can find the facility and Creel. The Impossible Missions Force would be proud.

So, the mission is for SHIELD to get the obelisk before Creel does, even having Triplett impersonate a general to get inside. Hartley does find the obelisk, and seems to be ready to take it herself. Just then, Creel attacks. She grabs the 0-8-4, and her arm becomes severely damaged. While the rest of the team go to complete the rest of their mission, Hunter runs off to take Hartley to a hospital. In the car she says that it’s killing her and asks Hunter to cut her arm off. While that’s happening, May and Skye search for a quinjet with a cloaking device. They’re able to get one, and escape.

Coulson explains that they can’t wait for Fitz to get that cloaking device. Fitz’s temporal lobe has been too damaged from the lack of oxygen he suffered from being trapped at the bottom of the ocean, and it’s possible he’ll never be the same again.  As for Simmons believing that he can be his old self, well… there’s a reason she didn’t talk to anyone else in this episode: she left SHIELD. She thought her being there was hindering Fitz’s recovery. It seems it was the opposite.

Hartley and Hunter, meanwhile, don’t get away. Creel turns himself in to a speed bump that causes an accident. Hartley is dead while Hunter is trapped. Creel turns his hand into rubber, and safely grabs the obelisk. That’s right, SHIELD fans. The bad guys won.

That is also the best choice for the show. SHIELD is in trouble, and it would be too much to expect it to be even 25 percent as powerful as it was at this time last year. Back then, they had a headquarters and a bus. Now, they’re in an old building, having to steal a ride to do their job, it’ll be quite a while before SHIELD can return to its glory days. And seeing that progress is what will draw fans.

It may have surprised people that Lawless only lasted one episode. Then again, another female agent called Mockingbird is supposed to arrive sometime next month. Entertainment Weekly has an article on that, with a picture of the actress playing her, Adrienne Palicki.

So what about the obelisk? Creel still has it, and seems to be ready to send it to HYDRA. Someone with glasses is waiting for that item… and it’s none other than Daniel Whitehall (Diamond, again). For someone who’s almost as old as Captain America, he’s in good shape… and ready to make things difficult for SHIELD this season.

The premiere was a good start for the show, and will likely get people more interested in how a formerly all-powerful spy agency will get its groove -and the world’s trust- back.  Most fans, however, will have other concerns, like whether Simmons will return, if Ward can seduce Skye with his intel, if Fitz can still be useful enough to SHIELD and what will happen with that obelisk. It should be quite a season.

By the way, Jed Whedon and Maurissa Tanchareon talk to Entertainment Weekly about the season premiere. Click here to learn more.

Marvel’s Agents of SHIELD airs Tuesday @ 9/8c on ABC. Watch full episodes on ABC.Go, Hulu and Amazon Instant Video.