Agents of S.H.I.E.L.D./Season Three

## Marvel Cinematic Universe

*"Thousands of years ago, an Inhuman was born on this planet that was destined to rule it, so powerful, so fearsome that others were consumed with dread, and so they banished It from the Earth, sent It through the portal to a distant planet. HYDRA was founded with the sole purpose of engineering Its return."*
―Gideon Malick[src]
The **Third Season** of *Agents of S.H.I.E.L.D.* premiered on September 29, 2015 on ABC.

## Synopsis

*Marvel’s Agents of S.H.I.E.L.D.* returns for an action-packed third season, with Director Phil Coulson and Agent Daisy Johnson leading the charge as S.H.I.E.L.D. searches the world for more powered people in the aftermath of their epic battle with Jiaying and her army of Inhumans. However, Coulson and the team soon find out that they are not the only group looking for these new Inhumans.

Many months after their war with a rogue group of Inhumans, the team is still reeling. Coulson is again trying to put the pieces of his once revered organization back together while also dealing with the loss of his hand. His confidante and second in command, Agent Melinda May, has yet to return from an impromptu vacation with ex-husband Andrew; deadly superspy Agent Bobbi Morse is recovering from her traumatic torture at the hands of Grant Ward; Fitz is obsessed with discovering the truth behind the mysterious disappearance of Simmons; and all are on high-alert for the next move from Ward and HYDRA.

Ever since the existence of Super Heroes and aliens became public knowledge after the Battle of New York, the world has been trying to come to grips with this new reality. Coulson assembled a small, highly select group of Agents from the worldwide law-enforcement organization known as S.H.I.E.L.D. (Strategic Homeland Intervention Enforcement and Logistics Division). S.H.I.E.L.D.’s mission: to protect those who cannot protect themselves from threats they cannot conceive.

But bigger threats loom ahead, setting the stakes even higher for the Agents, including the spread of Terrigen, an alien substance that unlocks superhuman abilities in select individuals; the emergence of new Inhumans who cannot yet control nor understand their powers; the rise of a new government organization that will go toe-to-toe with S.H.I.E.L.D.; the unknown properties of the massive alien Kree Monolith, which has taken one of their own; and the constant threat of a rebuilt HYDRA terrorist organization under S.H.I.E.L.D. traitor Grant Ward, who is making it his personal mission to take down Coulson and S.H.I.E.L.D.

New faces, both friend and foe, will join the series, including the no-nonsense, highly-skilled and somewhat mysterious leader of the ATCU (Advanced Threat Containment Unit), her intimidating partner, Luther Banks, Lash, a monstrous Inhuman whose loyalties remain ambiguous, and new Inhuman Joey, who is struggling to harness his newfound abilities, among other surprising characters.

Coulson, with the help of Daisy and Mack, will work to slowly assemble a team that is stronger than ever before, combining the highly skilled Agents of S.H.I.E.L.D. with powered individuals in the hopes of protecting the innocent in a world where the balance of power is ever-shifting, and new dangers are constantly emerging.

## Plot

### Maveth

Six months have passed since Jemma Simmons disappeared. Leo Fitz has done research in different things to discover a way to find her including Pym Particles. Learning of a scroll with the secret of the Monolith in Morocco, Fitz goes there and, though he barely escapes the terrorist Yusef Hadad, returns to the Playground to read the single word written on the scroll, "Death". Hurt and tired, Fitz enters the cell holding the stone, begging it to open; his teammates remove him from the container before the stone can consume him. Bobbi Morse removes sand from Fitz's cheek, proof that Simmons is on another world and that the Monolith is a portal. Following the advice of Elliot Randolph, it is learned that the vibrational power of Daisy Johnson can hold the portal open. Fitz enters the other world and brings Simmons to Earth.

Soon after, Fitz discovers that Simmons is attempting to recreate the portal and return to the planet; she reveals that during her experience on the alien world, which is called Maveth, she came into contact with a human astronaut named Will Daniels, who had been stranded on the planet himself after NASA sent him there as part of a space exploration operation. The two helped each other survive the harsh world, which was inhabited by a malevolent parasitic entity that had been killing and infesting hundreds of humans also brought to Maveth by the Monolith over countless decades to be used as hosts to keep itself alive. Having fallen in love with Daniels, Simmons desires to return to Maveth so she can rescue him. While saddened by the relationship formed between Simmons and Daniels, Fitz agrees to help.

Also, over the past six months, an Inhuman Outbreak has begun as a result of Jiaying's maniacal actions in the war between the Inhumans and S.H.I.E.L.D.; though S.H.I.E.L.D. was able to recall Nature Max Supplements Fish Oil pills off store shelves, the organization could not recall what was already ingested by those with Inhuman ancestry. New Inhumans emerge with uncontrolled powers, causing S.H.I.E.L.D. to seek them out and place them in the Caterpillars program, a secret project created by Director Phil Coulson to create a special ops team composed of Inhumans. However, the newly transformed are being murdered before they can be collected.

A new organization named the Advanced Threat Containment Unit (ATCU), led by Rosalind Price, is charged by President Matthew Ellis with detaining these new Inhumans as well as find the killer; investigations by both the ATCU and S.H.I.E.L.D. reveal that the perpetrator behind the deaths is a powerful, monstrous Inhuman known as Lash. Lash has a brief bout with Johnson and Agent Alphonso Mackenzie while pursuing Lincoln Campbell, a former member of Jiaying's Inhuman settlement of Afterlife, who is forced on the run after he uses his powers in public.

Deciding to join forces to take down Lash, S.H.I.E.L.D. and the ATCU discover that the murderer is locating Inhumans using the reactive powers of another Inhuman named Dwight Frye. Before they have a chance to question him on Lash's motivations, the two groups are ambushed by Lash himself, who murders Frye and then escapes. As he flees, Johnson catches a quick glimpse of him transforming into a regular human, explaining how he has managed to evade both S.H.I.E.L.D. and the ATCU so easily.

Meanwhile, Lance Hunter wants revenge on Grant Ward for the Kidnapping of Bobbi Morse and recruits Melinda May. Simultaneously, Ward has started his own campaign to rebuild HYDRA and avenge the death of Agent 33; he recruits Werner von Strucker to assist him. The angry men finally meet and shoot it out, but Ward has a backup plan; he sends von Strucker to kill Andrew Garner. Garner manages to survive the encounter, but is injured while von Strucker escapes.

Having grown weary of Ward, von Strucker abandons him and attempts to find protection in the form of more experienced HYDRA figurehead, Gideon Malick, who once worked with the World Security Council. However, Malick instead turns von Strucker over to Ward. May and Agent Bobbi Morse, the latter taking Hunter's place in the pursuit, track von Strucker down to one of Malick's safehouses and executed the young man's tormentors. May then interrogates von Strucker and is horrified to learn that Garner survived the attack, because Garner himself is in fact Lash, having transformed during his attack by HYDRA and faking his own injures so not to arouse suspicion.

May confronts Garner and he kidnaps her, taking her to Culver University to try to convince her that he was doing the greater good. The combined forces of the ATCU and S.H.I.E.L.D. surround Garner to capture him, but Lincoln Campbell, who returned to the organization when he realized that Lash was a member of S.H.I.E.L.D., attacked prematurely, from anger that Lash killed so many of his friends. This causes a battle where the ATCU soldiers are killed and Rosalind Price is tossed from a balcony, to be saved by Johnson's vibrational powers. Eventually, May calms Garner and he is captured; May allows Price to place him in Suspension Gel until a cure can be found for his transformations.

Using the capture of Lash as justification, Phil Coulson decides to enact Operation Spotlight to uncover the secrets of the ATCU. While giving Price a false tour of the Playground, a team composed of Daisy Johnson, Alphonso Mackenzie, Melinda May, Bobbi Morse, Lance Hunter, and a newly recruited Lincoln Campbell infiltrates the ATCU headquarters. Through their investigation, the team discovers a shocking truth: the ATCU is actually a puppet organization for Gideon Malick's HYDRA cell, and rather than working to find a cure for Terrigenesis, they are actually subjecting their own people to the Terrigen Mist with hopes of creating an Inhuman army.

After interrogating Price over this discovery, Coulson discovers that she is just as clueless to this as they are. Simultaneously, Ward clashes with Malick over the issue with von Strucker, and eventually, Malick reveals the truth behind his motives. Instead of being founded by Johann Schmidt in World War II like the majority of HYDRA and S.H.I.E.L.D. believes, HYDRA was actually conceived centuries before as a cult dedicated to the worship of a powerful Inhuman with near-godlike capabilities.

Fearing his power, other Inhumans of that era used the Monolith to transport the dark Inhuman to Maveth; the hostile entity that Simmons encountered on the planet is actually this Inhuman, who has survived for thousands of years, murdering hundreds of people sent through the Monolith by HYDRA so that it may possess their bodies, thus enabling its consciousness to survive so many generations. HYDRA's true goal is to find a way to bring the Inhuman back to Earth so that it may conquer it, and that the attacks and operations HYDRA has been performing since World War II were actually meant to weaken the world powers in preparation for their leader's return. The people sent through the Monolith over the countless generations, including Will Daniels and his NASA team, were actually just attempts by HYDRA to find a way to extract the Inhuman from Maveth.

To stop Price from sharing too much information of the ATCU with S.H.I.E.L.D., Malick sends Ward to assassinate her, shooting her through the throat while she and Coulson are on a date. Overcome with rage, Coulson orders a manhunt for Ward and Malick to bring down HYDRA once and for all. Using information gathered from their research on HYDRA's work with the Monolith, S.H.I.E.L.D. discovers the location of a facility once belonging to Project Distant Star Return, the NASA party that Will Daniels had been a part of when HYDRA orchestrated his travel to Maveth.

A small team composed of Fitz, Simmons, and Price's second, Luther Banks, when they are ambushed by R. Giyera, a telekinetic Inhuman HYDRA operative, who executes Banks and takes Fitz and Simmons to Malick's hideout, an ancient castle in England. There, Ward tortures Simmons in order to get her and Fitz to reveal how they managed to bring Simmons back from Maveth. Meanwhile, having learned of their companions' capture, the rest of S.H.I.E.L.D. seek out and abduct Ward's younger brother, Thomas, who is one of the few people Ward genuinely loves.

They threaten to kill him unless Ward releases Fitz and Simmons, but Ward refuses, especially after Thomas himself expresses his disgust over what his brother has become. Thankfully, they are able to track Ward's call to the castle, where HYDRA successfully manages to reopen the portal to Maveth using fragments of the Monolith. Malick sends a small team composed of Ward, Fitz, and a number of HYDRA operatives through the portal, but moments before it closes, Coulson leaps in after them.

In order to successfully extract their people from the castle, the rest of S.H.I.E.L.D., under temporary directorship of Alphonso Mackenzie, organizes a response team comprised of Inhumans Daisy, Lincoln Campbell, and Joey Gutierrez to go in and secure the castle. In the ensuing chaos, Malick retreats and Simmons manages to escape her bindings and finds Andrew Garner. Although extremely hesitant, Simmons releases Garner, who transforms into Lash and slaughters the HYDRA forces pursuing her before escaping, enabling her to reunite with S.H.I.E.L.D. However, Garner also murders the other captured Inhumans in the base and flees before S.H.I.E.L.D. can detain him again.

Once the HYDRA forces are dealt with, the team secures the portal. Simultaneously, on Maveth, Fitz, Ward, and the HYDRA team find Will Daniels and use him as a guide to locate the dark Inhuman. A sandstorm allows Fitz and Daniels to evade the HYDRA team, who are soon found and killed by Coulson, sans Ward, whom Coulson holds hostage to find Fitz. Nearing the portal back to Earth, Fitz soon discovers that the Daniels he is with is actually the evil entity, which has killed Daniels and possessed his body. After a violent struggle, Coulson finally kills Ward while Fitz seems to kill the Inhuman by incinerating Daniels' body with a flare gun, and the two S.H.I.E.L.D. agents safely make it back to Earth just as the castle is bombarded by S.H.I.E.L.D., closing the portal.

Meanwhile, Malick, having fled from the battle, runs into what at first appears to be Grant Ward. However, upon seeing Ward's mutilated appearance, he gleefully realizes that it is actually the dark Inhuman, having infested Ward's body and secretly followed Coulson and Fitz back to Earth.

### The Dark One

Time passes, but Leo Fitz feels guilty for shooting the body of Will Daniels; Phil Coulson tells Fitz that he did what was necessary, in Fitz's eyes, justifying the revenge murder of Grant Ward. The broken body of Ward is now occupied by Hive, who sits and watches television all day; this is very discouraging to Gideon Malick who imagined more from the being he was taught to worship. Nonetheless, he tells R. Giyera to continue with gathering an army for the Dark Inhuman, since others were killed. They find a prospective Inhuman among the National Police of Colombia.

S.H.I.E.L.D. is also in Colombia, researching the reports of mysterious occurrences of guns disappearing. There they discover an Inhuman with super speed named Elena Rodriguez, who like a Yo-yo, snaps back to her original location after a heartbeat of rapidness. After learning that she was stealing the guns to keep the corrupt officers from using them against the citizens, the agents assist her in her efforts and capture Lucio, another Inhuman with petrification powers. Unexpectedly, a HYDRA QuadCopter arrives and takes Lucio.

Meanwhile, Coulson uses the Theta Brain-Wave Frequency Machine on Werner von Strucker in hopes to find Malick; though he does not, Coulson causes the collapse of Gothite Industries. President Matthew Ellis makes the ATCU the public face of S.H.I.E.L.D., who is now used for secret black-operations, with Glenn Talbot as its leader.

Coulson and Talbot go to a symposium on the Inhuman crisis after the S.H.I.E.L.D. agents, much to their distrust, learn that Carl Creel is Talbot's personal bodyguard. The agents know that Malick has a mole within the symposium and, Lance Hunter, putting his suspicions on Creel, follows the Absorbing Man until he learns that Creel is trying to free Talbot's son from his captivity in Suspension Gel. Talbot himself is the mole since his son's life was at risk. The agents and Creel help Talbot, but, in the ruckus, Hunter and Bobbi Morse follow the corrupt Russian representative back to his country.

In Russia, representative Anton Petrov truly does want to establish a homeland for the Inhumans; it is a plan created by him and Malick to give Hive an army and allow Petrov control of the country after the Prime Minister Dimitri Olshenko is killed. Morse and Hunter foil the planned coup but at a heavy cost, because, by saving Olshenko, they were forced to kill Petrov and the Inhuman General Androvich, causing S.H.I.E.L.D. to disavow them to keep the United States of America and Russia from beginning a new Cold War for super powered beings.

Hive heals his broken body and puts Giyera, who procured a warhead from Felix Blake and his new terrorist organization, the Watchdogs, and Lucio under his control. With a better, stronger appearance, Hive confronts Malick and desires to show him what true power feels like. The leaders of HYDRA take over the Transia Corporation and procure its exoskeleton for Malick to wear.

Simultaneously, they capture the precognitive Charles Hinton, whose power shows those he touches how they will die. S.H.I.E.L.D. leads a rescue attempt for him, but Hinton dies, saving Johnson from the merciless beating of Malick in the exoskeleton. Hinton touches Malick and shows him death, causing Malick to reevaluate his relationship with Hive. Before his death, Johnson touches Hinton which gave her a vision of a S.H.I.E.L.D. agents' death in space on a Quinjet in a fiery explosion.

To everyone's surprise, Andrew Garner surrenders himself to guards of the Playground; he tells Melinda May that he has come to see her before he becomes Lash permanently. Like Lincoln Campbell, Garner believes that there is a "higher purpose" for Lash which has not yet been discovered, but he wants the bestial Inhuman at the disposal of S.H.I.E.L.D. May cries as Garner makes his final change.

Malick sits in his mansion, reflecting on the vision of his death. He remembers how his group believed in Hive and held a sacrifice for him. When he and his brother, Nathaniel were young, they found from Werner Reinhardt that their father cheated the sacrifice and had a notched stone so that he knew which one not to pick. Feeling betrayed that their father was a coward, the brothers vowed to not use that rock. Gideon threw it into the pond. During the ritual, each member chose from a bag. Nathaniel was the last one and noticed the rock was notched. Since he picked it, he was sacrificed to Hive, all because of Gideon, he purposely threw a different rock.

As Malick remembers, Stephanie Malick walks into his room and notifies him that Hive is there with an inner circle of HYDRA. Downstairs, Hive asks Malick if he ever told Stephanie the truth of his brother. Stephanie looks at Gideon confused. Hive, using his memories from his victim, Nathaniel, asks Gideon why he would betray him. Hive then killed Stephanie as a punishment.

Meanwhile, Coulson holds a meeting to discuss how Hive could be on Earth. Campbell suggests that Johnson and him visit a man, JT James, who got kicked out of Afterlife before Terrigenesis. He got kicked out because of his fascination with the Kree Monolith. Coulson sends the two agents to South Dakota to talk to him. Later, the team captures Giyera by trapping him with May in a room that doesn't contain metal. Campbell and Johnson arrive in South Dakota and offer a Terrigen Crystal in exchange for information. James shows them a Kree Orb that calls Kree Reapers down to Earth. Campbell takes both the Orb and the crystal, telling James that Jiaying was right about one thing, he shouldn't have powers. They then ran off. On the Zephyr, Giyera manages to jam a seat buckle into the Containment Module door. This help the doors open so he could get out. He then knocks everyone out including May, just after she radioed Johnson for help.

Johnson and Campbell think of ideas on how to help. Johnson decides it is time to call the Secret Warriors. They grab both Joey Gutierrez and Yo-Yo Rodriguez and brief them. They find the Zephyr and save the team as well as capturing Malick. Gutierrez kills Lucio in the battle. Giyera apologizes to Hive, but he says it's okay because now they have a man on the inside. Coulson interrogates Malick, who openly tells Coulson that Hive has the ability to mind control Inhumans, he did it to Lucio and Giyera. Coulson gets paranoid and shuts down the base which confuses the Secret Warriors. Coulson briefs Johnson who then notifies the team. None of them admit they are infected, but suddenly, the lights short out. Fitz-Simmons go to near Malick's room to find that he is dead, a grenade set next to him then explodes.

Johnson decides to help the team escape, so she brings them through a secret room. The room leads to a containment module where Coulson is, she tricked them. Coulson explains that the Kree Orb was found in Campbell's locker. They lock Campbell in the module despite his arguments that he isn't infected. Later, Fitz-Simmons start a relationship and Johnson goes to check on Campbell. She confesses to him that she is actually the one infected and she framed him. She then steals the orb and many terrigen crystals while Campbell yells for her. She makes it to the quinjet, but not before quaking the entire facility, sending rubble on top of Coulson.

### The Fallen Agent

Afterwards, Phil Coulson is fit with a cane for his injured leg and he announces to S.H.I.E.L.D. that the new mission is to rescue Daisy Johnson, as she is one of theirs, just swayed by Hive. Fitz-Simmons suggest that a famous scientist named Holden Radcliffe could maybe help. They go to Bucharest in hopes of finding him. Meanwhile, Johnson meets with Hive, who remembers her past with Grant Ward. Coulson fits Lincoln Campbell with a Nanothermite Vest that could stop Hive from swaying him. They then find Alisha Whitley to help her, but they find out she is swayed as well.

Johnson and Hive visit JT James. Hive throws a terrigen crystal at him, then sways him so he could use his knowledge. In Bucharest, Johnson and Hive arrive, looking for Radcliffe as well. Johnson finds Fitz and chokes him with her powers, saying that she does not want to be saved. She then lets him off saying that that is the final warning. Meanwhile, Simmons finds Hive, who taunts her with Will Daniels' memories. Simmons shoots Hive and runs away.

Radcliffe, who has been captured by Hive, walks around a small town. Hive explains that with Gideon Malick's money, he bought an entire town that they could experiment freely with. At the Playground, Coulson calls Melinda May into his room. There, they watch Glenn Talbot use Malick's information to take down every single HYDRA base, once and for all.

Many days later, Coulson spends hours looking through security footage and finally finds Johnson. This leads Mackenzie to believe that Johnson wants to be saved. Meanwhile, Radcliffe tries to create a serum that could turn humans into Inhumans, but it fails. He thinks he needs blood of a living Kree to get it to work. Hive then uses the Kree Orb to call the Kree Reapers to Earth. When they arrive, Hive easily overtakes them. Meanwhile, S.H.I.E.L.D. has arrived. Mack tries to get Johnson home so he throws a Splinter Bomb at the Kree corpse that Hive had just required. Johnson punches him in retaliation. She then uses her powers to almost collapse Mackenzie's chest, but she is shot by May who purposefully hits her in a non fatal spot. To make it up to Hive, Johnson tells him to use her own blood, since it has some Kree blood in it. Meanwhile, Campbell tries an experimental cure for Johnson, despite Simmons' warnings not to. This gets him very sick.

After hearing about the Avengers Civil War, Coulson has a meeting with General Talbot where he finally shows him the Playground. A recovering Campbell in a module communicates with Johnson, who hacked the system. Hive gives Radcliffe many Watchdogs to experiment on. The experiments turn the Watchdogs into ugly Primitive beings that listen to everything Hive says. Hive considers this a success among other things. With the help of Johnson, Campbell manages to escape the Playground on a quinjet. This gets Talbot angry as he thinks Coulson can't control his employees. Coulson smirks and says he keeps a tight relationship, Campbell then reveals that he never left. Coulson, May, and him tricked everyone including Johnson. Talbot asks who is on the quinjet, Campbell replies saying that they sent someone who had a chance to kill Johnson, but didn't. Therefore, they believe his true purpose is to kill Hive. That being Lash.

At Hive's warehouse, Lash comes out of the arriving quinjet and engages Hive, he is able to repel his parasites. Lash then blasts a hole in Hive's chest, but he quickly heals. As Hive attempts to escape, Johnson comes in and tries to use her powers, but is too weak. Lash walks over and looks to be blasting a hole in Johnson's chest, but he actually removes the parasites, saying that she is free. As he carries her over to the quinjet, JT James kills Lash with a chain set on fire. Johnson mourns Lash and then flies home.

Now that Johnson is back, the team engages Hive to stop him from launching Radcliffe's inhuman serum across the world using nukes. However, Johnson is left at the base, Mack gives her his jacket. Alphonso Mackenzie and Campbell use the Theta Brain-Wave Frequency Machine to jumble Hive's memories with his past hosts. This confuses R. Giyera and James. As the disoriented Hive tries to fight the agents, Giyera takes the warhead and May frees Radcliffe. Hive walks outside towards the agents, but steps on a device. This device sends a containment module on top of Hive. The module then sets off a Suspension Gel which traps Hive. Back at the Playground, Fitz overviews the Hive module. Suddenly, a trap is set off which turns all of the surrounding agents into Primitives. They try to drag Fitz into the mist, but he is saved. The Primitives then break Hive loose. Hearing this, the healing Johnson goes up to where Hive plans to leave with the quinjet. Instead of engaging him however, she begs for him to sway her again.

Hive attempts to sway Johnson, but is unable to. He concludes that because Lash took it away, he cannot do it again. Angry, Johnson engages in a battle with Hive which ends in Hive leaving in the Zephyr with a knocked out Johnson. May and Fitz are on the quinjet when they leave and attempt to stop Hive. However, they are caught by Giyera. Fitz uses an invisible gun to kill Giyera. In the Playground, Coulson, Mack, Yo-Yo Rodriguez, and Radcliffe hide from Primitives. Simmons hides by herself and finds out that heat clouds the Primitives vision, she turns the furnace on. A Primitive shoots at Mackenzie, but Rodriguez runs in front, taking the bullets. They bring her to a room and cauterize the wounds.

Campbell engages in a fight with James and defeats him, but is left very injured. Johnson looks in Mack's jacket and sees the necklace that she saw in her vision of an agent dying. She then finds Campbell and says goodbye, explaining that it is her destiny. She runs off as Campbell yells for her. Johnson gets to the quinjet and straps the timed warhead into place, she plans to take it into orbit where nobody could get hurt. Hive arrives and says that he could just manually override the auto pilot. Johnson then looks on the ground and sees a trail of blood, she looks over and sees Campbell, who explains that he has to fry to manual controls. He then pushes Johnson off the quinjet and takes off with Hive. In orbit, Campbell radios to Johnson and they say their goodbyes. Campbell explains that he snatched the necklace from her. As the timer winds down, Campbell and Hive have a talk before they both make peace with death. The quinjet explodes in orbit as Johnson cries.

Many months later, Coulson and Mackenzie are in pursuit of a vigilante. They chase the vigilante, who turns out to be Johnson, down an alley. Johnson then uses her powers to create enough force to lift herself off the ground and into the air. Coulson and Mack look around for Johnson then decide to radio into the new Director of S.H.I.E.L.D., saying that they couldn't catch her once again. Meanwhile, Radcliffe has a drink as he is finally free from his crimes. His A.I. talks to him as he wishes her a happy birthday. He looks over to see his new project, a Life-Model Decoy.

## Cast

### Starring Cast

* Clark Gregg as Phil Coulson
* Ming-Na Wen as Melinda May
* Brett Dalton as Grant Ward / Hive
* Chloe Bennet as Daisy Johnson
* Iain De Caestecker as Leo Fitz
* Elizabeth Henstridge as Jemma Simmons
* Nick Blood as Lance Hunter
* Adrianne Palicki as Bobbi Morse
* Henry Simmons as Alphonso Mackenzie
* Luke Mitchell as Lincoln Campbell

### Supporting Cast

* Constance Zimmer as Rosalind Price
* Andrew Howard as Agent Luther Banks
* Juan Pablo Raba as Joey Gutierrez
* Blair Underwood as Doctor Andrew Garner
	+ Matthew Willig as Lash
* Spencer Treat Clark as Werner von Strucker
* Daz Crawford as Kebo
* Alicia Vela-Bailey as Alisha Whitley
* Powers Boothe as Gideon Malick
* Mark Dacascos as R. Giyera
* Natalia Cordova-Buckley as Yo-Yo Rodriguez
* Gabriel Salvador as Lucio
* Adrian Pasdar as Brigadier General Glenn Talbot
* Alexander Wraith as Agent Anderson
* Axle Whitehead as JT James/Hellfire
* John Hannah as Doctor Holden Radcliffe

### Marvel Cinematic Universe Guest Stars

* William Sadler as President Matthew Ellis
* Titus Welliver as Felix Blake

## Trivia

* This season had the most main character absences than any other season:
	+ Brett Dalton and Luke Mitchell were absent for four episodes.
	+ Henry Simmons was absent for three episodes.
	+ Ming-Na Wen, Nick Blood, and Adrianne Palicki were absent for one episode.
* This is the last season to feature Marvel Cinematic Universe Guest Stars.

## External Links

* Agents of S.H.I.E.L.D. (season 3) on Wikipedia