Former S.H.I.E.L.D. Agent 33 and Agent Ward are living a life on the run without S.H.I.E.L.D. or HYDRA to protect them. They kidnap the inventor of the nanomask, who isn't able to remove it, but does fix it so it can store up to 3 faces at a time, or be turned off, revealing the facial scarring. The pair use the mask to enter a secure Air Force base and kidnap HYDRA agent Sunil Bakshi to get revenge.
Meanwhile, Mack takes Hunter to meet “the real S.H.I.E.L.D.”, another SHIELD cell formed after the HYDRA infiltration.
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