Coulson teams up with Ward to take on Hydra, while Cal and Skye attempt to bond as father and daughter. Neither goes well.
Credit: Kelsey McNeal/ABC
ABC's "Marvel's Agents of S.H.I.E.L.D." - Season Three

“The Frenemy of my Enemy” in many ways offers a microcosm of everything Agents of S.H.I.E.L.D. can do well—and everything it still needs to figure out.

As the show’s cast expanded in this second season, episodes have had to balance a number of different plot threads, relationships, and the narrative complications that come as a result. Sometimes that works. And sometimes it doesn’t, the show’s ambition too big for its own good. But when S.H.I.E.L.D. is firing on all cylinders, interweaving its many story lines and allowing for some exciting and surprising interactions, it becomes a much more enjoyable show than when it keeps everyone apart.

Such was the case in “Frenemy,” which resulted in a climax that pulled together nearly every faction—characters from Afterlife, S.H.I.E.L.D., the new S.H.I.E.L.D., Hydra, and whatever Ward is all converged on an abandoned office building in Milwaukee, Wisconsin.

By smashing all these story lines together, the show immediately ramped up the tension and stakes, unexpected showdowns spelling doom for some while ensuring survival for others. It was a smart, well executed way of bringing all the pieces together. It’s the S.H.I.E.L.D. I hope we see more as we head into the finale.

But before exalting “Frenemy’s” praises any further, let’s rewind and take a look at how everyone ended up in that building.

Family matters in Afterlife

Cal is, believe it or not, happy. He’s seen his daughter and has hope for his family. But while Jiaying puts on a pleasant face for him, she does not share those feelings.

She knows Cal can’t stay in Afterlife, and she plans on unburdening herself of his presence. Skye wants to let the guy down easily, though. She remembers how hard she fought to find parents she didn’t even know, whereas Cal spent his life searching for a wife and daughter for whom he cared and had lasting memories of. He may be a bit of a monster, but he deserves to be treated like a human.

And really, it’s hard not to have some sympathy for Cal. (Or maybe that’s just me, but Kyle MacLachlan’s performance has me feeling for the guy.) He simply wants to bond with his daughter, show her his old stomping grounds, and so he takes her on a trip back to Milwaukee, his home, under the pretense that he’s there to pick up some of his belongings to bring back to Afterlife.

Of course, there are other plans. Skye is going to tell Cal the truth—that this is a one-way trip for him—but she wants him to stay happy. She’s well aware that breaking the news will enrage him, though, so she steals a cell phone off a passerby and alerts May to Cal’s likely inevitable anger outburst. She wants Coulson and May to contain any threat Cal may present.

A divided team… even more divided

May hears Skye loud and clear, but unfortunately Coulson isn’t around at the new S.H.I.E.L.D. to lend a hand. Instead, Simmons hears the call and is able to trace it to her location.

The two are working together under hostile conditions, though. Simmons reveals her duplicity with Fury’s toolbox and that Fitz now possesses it. May is furious, now on a mission to put everything out in the open. She alerts Bobbi and Mack (who are having some doubts about their Coulson manhunt), but hides Simmons’ integral role, instead blaming Fitz for the toolbox’s disappearance. No matter what, it’s caused a riff in their relationship, as Simmons is worried May has turned away from Coulson.

Help from a Frenemy

Speaking of Coulson, the currently defunct S.H.I.E.L.D. director is going forward with his plan to enlist Ward’s help, despite Fitz’s concerns. They corner Ward and Agent 33 down in Tijuana, where Coulson offers his former team member an ultimatum: help them infiltrate Hydra, or Ward can die.

Ward, being the sensible guy that he is, decides to help, though he doesn’t play his whole hand as they negotiate the plan. They’re going to use Bakshi, who we last so being brainwashed by Ward and 33. Bakshi will meet with Hydra’s very own Dr. List to help them find out exactly what Hydra has in store.

NEXT: S..H.I.E.L.D., and everyone else, brings the fight to Milwaukee.

They send Bakshi into a meeting with the nefarious doctor, with Deathlok backing him up as his supposed bodyguard. His robotic eye offers them a perfect look into the mission as it progresses, and quickly Fitz, Coulson, and Hunter realize they are not fully in control. Bakshi offers Deathlok up to List as a possible subject for Strucker and himself as a sign of good faith.

Coulson is furious by this surprise, but Ward attempts to smooth things over, promising this is merely a tactic to gain List’s trust. Unfortunately for Ward, this decision puts everyone in the Quinjet on edge, guns and knives pointed in every direction. To make matters worse, Deathlok is preparing to kill everyone in the meeting, but Fitz is able to relay a message to him to play along after everyone on the plane holsters their weapons—for the moment.

And it’s a good thing they do, as in the meeting, they discover List is after an enhanced human with the ability to teleport. It’s in fact Gordon, and they have a beat on him in Milwaukee. So List, Bakshi, and Deathlok, with Coulson’s crew secretly in tow, make way to the city.

Showdown in Milwaukee

With all the dominos in place, it’s time for “Frenemy” to knock them down. Simmons has hacked into Deathlok’s feed so that S.H.I.E.L.D. can stay up to speed. Skye breaks the news to Cal; and Lincoln, who was secretly sent to spy on them, appears to protect Skye. Bakshi, Deathlok, and other red shirt Hydra agents appear on the scene. Coulson and his crew land the Quinjet on the roof.

Hell’s about to break loose, and no one makes it out completely safe.

Cal begins to throw down with some Hydra soldiers while Skye and Lincoln make a run for it. Unfortunately, Lincoln and Deathlok begin to brawl, even though they both, in the end, are there to protect Skye. Their fight distracts either from focusing on the true enemy, and Bakshi knocks both out and takes them in for testing, much to List’s presumed delight.

Meanwhile, Skye’s run up to the roof where she spots Coulson for the first time in a long while. As she runs to reunite with her former boss, Gordon appears to whisk her away from danger. What he doesn’t account for is Cal barreling into his teleportation field, forcing Gordon to accidentally take on the additional passenger.

That leaves Coulson and his team down a member, failing in their mission to retrieve Skye, and hopelessly outgunned. So Coulson has no choice but to make one more Hail Mary play—he waits for S.H.I.E.L.D. agents to arrive. And when Bobbi and Mack do, he’s there waiting to surrender.

“Take me to your leader,” Coulson humbly requests. I don’t think Bobbi and Mack will have any qualms about bringing him back home, but we’ll have to wait to find out exactly what Coulson has planned.


  • Fitz wants to know how Deathlok received those fancy new tech upgrades. Poor Fitz, it’s probably best he be kept in the dark on that one for now.
  • The politics of Afterlife rear their head again this episode, though it’s much less of a focus as in the last few installments. Gordon and Jiaying are perplexed by Raina’s supposed precognition abilities (apparently she’d be the first of her kind), while a member of their family, Ethan, has gone missing. Of course, we know he is now dead and in the hands of Dr. List
  • Age of Ultron tie-in alert! Baron von Strucker is name-dropped a couple of times in the episode. Whether we’ll actually see him on the show, I couldn’t say, but it does feel as about organic a name-drop the show could do at this point going into the film’s release next week.
  • In another nod to Skye’s comic book roots, she finally learns her full name would have been Daisy Johnson.
  • What does everyone think of the potential spin-off news? While I’m excited that two of my favorite new characters, Bobbi and Hunter, might get a bigger spotlight, many of the things I’ve liked this season have been because of their presence. It might feel a bit, well, empty without them on the show since they’ve brought so much to S.H.I.E.L.D. this year.

Episode Recaps

ABC's "Marvel's Agents of S.H.I.E.L.D." - Season Three
Marvel's Agents of S.H.I.E.L.D.

Phil Coulson (Clark Gregg) assembles a team of S.H.I.E.L.D. agents to handle strange new cases.

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