After S.H.I.E.L.D. has collapsed and the world has declared it a terrorist group, where does it go from here?

For one agent, it’s time to protect an old friend, while another shows his true colors, and a third makes a big decision.

***** SPOILERS BELOW *****

This week’s episode, “The Only Light In The Darkness”, is more like a breather after the two previous action packed episodes. It’s also a reunion for Clark Gregg and Amy Acker, who worked together in Much Ado About Nothing last year. Now, Acker portrays Audrey Nathan, the cellist from Portland that Coulson once loved. She has a stalker problem in the form of Nathan Daniels (Patrick Brennan), aka Blackout. A bizarre accident exposed him to “dark force”. giving him the ability to absorb energy and kill people by touching them. That’s how he takes a truck from someone, so he can get to Portland and Audrey. It seems that he considered her music his “light”, and that he had stalked her before. That led to her meeting Coulson.

Back at Providence, somewhere in Canada, Agent Koenig (Patton Oswalt) tries to interrogate the agents with his state-of-the-art lie detector. We find out some interesting facts about the gang, like May was married once, Triplett’s grandfather fought with Nick Fury’s Howling Commandos, and Skye was once called Mary Sue Poots. They’re also asked if they found a box in a deserted island, what would be in the box? Simmons says a TARDIS, Fitz says Simmons (which suggests he’s jealous of her current connection with Triplett), and Triplett says a SAT phone. The most revealing question is “why are you here”, with May saying Coulson, Simmons admitting she’s not sure, and Skye saying it’s the only home she’s known.

Ward is also tested, and his answers are quite technical. However, his results are much shakier than the others, especially when he’s asked why he’s with S.H.I.E.L.D. Still, he passes. He’s doing a good job fooling everyone into thinking he’s one of the good guys. He even claims Garrett is dead. What Ward really wants is the password to open Skye’s hard drive, which has all the research they’ve done so far. Or, he’ll just take Skye to the very alive Garrett.

The rift still exists between Coulson and May, especially after he wants Triplett to fly him to Portland instead of her. This makes her decide to leave the group, right then and there. This is a mistake, because she should do something for Coulson to prove that she has his back, even if she had to pretend not to know anything about T.A.H.I.T.I. Besides, she made this group. Why leave? This is no time to give up.

Daniels finds Audrey about to jog at night, but Simmons is there, claiming to be CIA. However, it turns out during his confinement with S.H.I.E.L.D., Daniels has become stronger, thanks to them. Audrey also says she knows Simmons and her crew are with SHIELD, and believes in them. As she recounts how S.H.I.E.L.D. helped her the first time, Coulson is trying to hold back, while Fitz, Simmons and Triplett are stunned to learn he and Audrey met before.

Skye discovers Koenig is keeping track of the agents with his lanyards. He is worried about his job, even if the company’s existence is rather shaky. He’s also worried about Skye’s plan to hack NSA satellites to discovered who escaped from the Fridge, but that’s all they have. Even Ward says so, (and he learns that the encryption on the hard drive is location based). So, Koenig says why not?

It does work, and that’s when Ward deals with Koenig in an unpleasant way.

Back in Portland, the plan is a tricky one:  use Audrey as bait, and overcome Daniels with intense lights, gamma rays actually, to put him down. Naturally, Bruce Banner’s name comes up.

Ward and Skye share an intimate talk, and he all but admits he’s a bad man. He recalls how his older brother told him to beat up his younger brother, mentioned in “The Well”. He also says his parents were worse. No wonder Garrett was there to pull him out of a dark place.

So the episode alternates between Audrey playing for time (literally) and waiting for Daniels. while Skye looks for Koenig. It produces a lot of tension about what both women will find. Daniels arrives, admiring Audrey’s playing and claiming she can save him with her music. Skye finds Koenig, or rather his bleeding body. She now knows what Ward is, and she is terrified.

Fitz’s super spotlights causes Daniels’ body to explode, and the force knocks Audrey out. Coulson attends to her, but she wakes up after he leaves. Coulson does have a moment with Audrey, and admits he’ll tell her the truth someday. The experience also convinces him to mend bridges with May, but it’s a bit too late for that. When Simmons confronts Fitz if he is angry at Triplett, Fitz pretends that he’s not, and says its only that he hates change. Maybe he wants to be Simmons’ hero.

As for Skye, she makes a big gamble: she pretends to be fooled by Ward, and leaves with him on the Bus. She’s doing what no one else has done, not even in the Captain America movie: infiltrate HYDRA. Hopefully, she has a way for Coulson to follow her. He’ll be surprised to find who’s not in Providence.

Finally, we find May somewhere in eastern Ontario, and her mom (Tsai Chin) meets her after driving 500 miles from Pennsylvania. She’s a typical mom. Anyway, she has what May wants: the location of Maria Hill. Mom wants to know if May will take her out, but May just wants to talk, probably about Coulson. However, will Maria want to talk to May, or anyone connected with S.H.I.E.L.D.?

Next week: Maria Hill is back and will at least talk to Coulson. Colonel Talbot is also back, along with someone Skye knows.

Marvel’s Agents of S.H.I.E.L.D. airs on Tuesday at 8/7c on ABC. Watch full episodes on ABC.Go.com, Hulu and Amazon Instant Video.