S.H.I.E.L.D. and Hydra are on a rat race trying to find recruits for their organization.  Unfortunately, Hydra has a major lead over the Agents.  In this episode, the main prize happens to be a young man who has the ability to freeze anything on contact.  His name is Donnie Gill and he used to be a student at the S.H.I.E.L.D. academy before Hydra invaded it.  Now he is in hiding in Morocco, trying to live a normal life.  Hydra tracked down Donnie, but is unsuccessful in recruiting him.  In fact, Donnie used his abilities to escape from them.

Daniel Whitehall who happens to be the senior Hydra agent is seen talking to a woman strapped to a harness with her eyes forced open.  She is watching a screen with dizzying images.  MING-NA WEN, HENRY SIMMONS, NICK BLOOD, CHLOE BENNETS.H.I.E.L.D. Agent 33, is what Whitehall calls her, is being brainwashed by Hydra to be a good obedient soldier for Hydra.  Their methods of recruitment leave a lot of deep concerns for Coulsen and S.H.I.E.L.D.  How many more brainwashed recruits are out there?  Can anyone be trusted?

We get to finally see Simmons back in action.  Working in a Hydra lab, she is undercover for Coulsen trying to infiltrate the Hydra organization.  Her work on Donnie’s physiology grabs the attention of Whitehall’s right hand man, Sunil Bakshi.  To prove her loyalty to Hydra, she is sent on a mission to retrieve Donnie and bring him back to Hydra headquarters for recruitment.  She agrees.  Knowing that her life is in danger, she must overcome her fear and be a S.H.I.E.L.D. agent for the greater good.

Fitz, who is still recovering from his injury at the hands of Ward, is convinced that people are keeping things from him.  He finds out that Skye has been going down to see the Asset for information within the S.H.I.E.L.D. base.  His curiosity gets the better of him and he is able to go where Skye is keeping the Asset.  With much surprise, Fitz nearly breaks down to discover that Ward is the Asset.  His temper and vengeance gets the better of him and tortures Ward for his role in ruining his life.  Somehow Fits let it slip that everybody is on mission to retrieve Gill in Casablanca.  Ward warns him that it is a mistake, and that everyone on that mission is in danger.

May, Hunter, and Skye are at the location where Gill is hiding.  Hydra is there as well.  Sunil tells Simmons to approach Gill and convince him that Hydra is not a threat and that he should come with them.  Simmons finds Gill and begins to talk to Gill.  Sunil tells Simmons to repeat exactly what he says.  Coulsen is at the S.H.I.E.L.D. base monitoring his team at Casablanca when Fitz storms in and tells Coulsen to not approach Gill and to back away.  Coulsen asks why, he then tells him that Gill is already brainwashed by Hydra and that all he needed to hear is the trigger to activate him.  May, and Hunter locate Simmons and Gill.  She asks for orders, Coulsen orders her to back down.  Hunter doesn’t listen and aims his gun at Simmons who he doesn’t know that Simmons is a spy.  May sees that and stops Hunter by shooting him.  Simmons and Gill runs away only to be stopped by Sunil and Hydra.  Sunil finishes the trigger and activates Gill.  Sunil orders Gill to stop S.H.I.E.L.D.by any means necessary.  Simmons, Sunil and Hydra make their escape to the chopper on the ship they were on.  Gill finds them and Skye takes him out before he does anymore damage.  He is then thrown back into the water, his body frozen and lost in the water.  Skye also shoots at Simmons, making it believable to Sunil that Simmons just saved his life, and gained his trust with her.  Her cover is still intact because of Skye.  It’s a bitter win for S.H.I.E.L.D., but they’ll take it.

Coulsen confronts Fitz about his breach to get access to Ward.  He explains to Fitz that there some things he will keep from him, but lets him know that he is still a valuable member of his team.  He also tells him about Simmons and her reasons for leaving, and it wasn’t him that made her leave.  Fitz is not happy about that, but he realizes that that is all the explanation he is going to get from Coulsen.

Skye visits Ward and asks him about the brainwashing program Hydra is conducting.  Ward anticipates her next question and tells her that he wasn’t brainwashed, that all his actions was his.  Agents of SHIELD Making s2e3 02He then adds that when she is ready, there is someone who would like to meet you, her father.  She backs away and denies that he is alive.  She turns and runs out of the room.  With all her training with May in trying to maintain a steady heart rate during stressful missions, this is the first time where her heart rate increases and it doesn’t seem to slow down.

Back at Hydra, Sunil meets with Whitehall, giving him the report on Gill when Agent 33 walks in and hands Whitehall a document.  He thanks her, and she says, “happy to comply”.  Her appearance is serene and content, the brainwashing worked.  Whitehall asks Sunil about Simmons, that if she is worthy of Hydra, Sunil says yes.  Whitehall is somewhat satisfied with his assessment, but he warns him that if she doesn’t go with the program, that he will have to make her comply.  You know what that means……brainwashing.

The episode helps establish an outline or a battle plan between two of the biggest kids on the block.  Just like in dodge ball, you want to pick the best and strongest to overpower your opponent.  Even though Hydra has the upper hand in recruitment, don’t count out S.H.I.E.L.D.  Coulsen is a pit-bull, ready to defend what is his, and attacks anyone who is meaning to do harm.  The team’s dynamic has changed, the agents that we knew from the beginning has grown teeth and claws.  The fact that Coulsen has been chosen to be acting Director of S.H.I.E.L.D, his personality and behavior makes you want to cheer for him.  These episodes keep getting better and better.