I look at Face My Enemy, the fourth episode of the second season of Agents of S.H.I.E.L.D., a spy-versus-spy hour where Coulson and May go to a fundraising gala to steal a painting and General Talbot turns out not to be Talbot. I go through the gala, the masks, Fitz and Hunter on the Bus and the May on May fight.
I think it tries too hard to juggle comedy with the serious side of spy life, using classic spy tropes and then subverting them at random, so it feels off and ends up a bit of a slog like the episode before it. The May on May fight is the saving grace. I’d call it just above average.
Spy vs. spy escapades between HYDRA and S.H.I.E.L.D. look like what’s going to be driving this season. The question I have is whether we’re going to get the heady results of the opening two-parter, or whether we’re going to slip into the more mundane, if not cheesy, spy tropes and clichés that Season 1 suffered from far too often. Let’s see.
It appears now that the markings Garrett and Coulson have been making have some weird power of their own, as a painting with the markings on the back is somehow the only thing to survive a church fire and is now scheduled to be sold at a fundraising event. That’s a decent hook for a spy episode, an object with a secret that everybody wants, and it points at the story the season is telling about the markings.
That worry matters because spy stories are the easiest thing in the world to do badly. The masks, the infiltration, the identity swaps and the double agent are all well-worn, and the only way they work is if the writers do something fresh with them, or at least play them straight and make us care about who’s wearing them. Season 1 spent a lot of time doing neither, and I went into this one wondering which way it would go.
A Painting, a Gala and Far Too Much Action Music

Bowing to classic spy convention, Coulson and May infiltrate the event as a couple, hoping to be able to nick the painting. However, they find themselves overwhelmed by heavy action incidental music, which was rather distracting to me as not a whole lot was going on. Yeah, sorry, didn’t work, guys. The music keeps telling you it’s a heist when what you’re watching is two people in formal wear standing near a painting.
It doesn’t help that Coulson and May are the ones carrying the scene. They have a nice rapport, and the idea of the two of them arm in arm at a party is a good one, but the writing doesn’t give them anything to do beyond looking at the painting and waiting. You can see the shape of a caper in there, and the pieces just never quite come together.
The tone with Coulson and May is light, but then it turns depressingly from nostalgia to Coulson’s personal exit plan, which he expects May to carry out. Suddenly they spot General Talbot, and Coulson decides to have a discussion with him. Talbot, however, responds thoughtfully and intelligently. What’s going on here? Regardless, Coulson decides they must move up the theft.
The comedy continues while the rest of the disturbed S.H.I.E.L.D. team is treated to the sounds of May in full giggling cover. And then we get more dramatic action music, while the plot works on subverting normal Mission Impossible style tropes. The surprising part is that Talbot seems to be ahead of them, and my reaction was a flat WTF. Then he’s talking to Whitehall. Talbot can’t be working with HYDRA, can he? He then offers Coulson the chance of researching the painting, and Coulson is finally starting to figure out that something weird is going on, so he has May tail him.
Talbot Isn’t Talbot
Agent May meanwhile catches up with Talbot, but, surprise, he’s Bakshi, using the same high-tech update of the Mission Impossible masks that Black Widow used in The Winter Soldier. To its credit, in this episode the tech is used in a far more entertaining and effective manner than it was in the film. Seeing it turned on one of our own for a change, and in a story where nobody could tell who was talking to whom, made the whole idea work much better than a quick reveal on a rooftop did.
The mask reveal is a good example of what the episode does well. The moment where you realise the Talbot we’ve been watching has been Bakshi the whole time works because the show has been planting small things, the thoughtful answers and the odd calm, and they all fit once you know. That’s a fair way to run a mystery, even if the music is working overtime to tell you something’s about to happen.
Back on the Bus, with nothing better to do, the team starts bonding over their collective exes, and yes, we get another “demonic hellbeast” reference from Hunter. The whole scene feels like it’s trying just a bit too hard. I get what they were going for, a bit of warmth to balance the cloak and dagger, but it stops the episode dead for a few minutes and I could feel it.
And what’s Fitz been up to? Mostly sulking while the others bond, which is about as much fun to watch as it sounds. Bitter rarely is. His ex, if you can call her that, is Simmons, who spent the previous episode undercover in HYDRA, so he’s got a bit of an excuse. However, things are turned around in the last act, where he does get to save the Bus from the HYDRA virus Agent 33 (as faux May) has set to destroy it. The twist is that he has to use the least tech-savvy member of the team, Hunter, to pull it off. Because bonding.
May on May, in Evening Wear

On the way back to the trap set by Bakshi, Coulson figures out May isn’t May. This sets up the awesome May on May fight, which is choreographed brilliantly (the in-air sequence from May is really amazing) and well cut with Fitz and Hunter saving the Bus by replacing computer cards and networking cables. It’s better than it sounds, really. And hey, this leads to Fitz being welcome to talk about his own personal ex over a beer with Hunter and Mac. Mission accomplished!
The fight itself deserves the praise. It’s May against May in the same dress, in a hallway and a lot of rooms, and the choreography has real weight to it. Cutting it against the Bus scenes, where Fitz and Hunter are quietly swapping cables and trying not to blow up the aircraft, keeps the pace up, and for a few minutes the episode finds the balance of silly and serious that it spends the rest of the hour looking for.
Still, I found myself feeling sorry for Agent 33. First she’s brainwashed, and now her fight with May has left her horribly disfigured. That’s just mean. She’s been used by HYDRA the whole time and the episode treats her as a prop for one of its best fight scenes, which sits a bit uncomfortably next to how much fun the fight is.
Coulson’s Exit Plan and the Tag
Later, Coulson has a talk with a confused Talbot, who has something more to worry about. I get it, S.H.I.E.L.D. does his work for him, and that’s how he gets to keep his job. Okay. May then finally reveals her own exit plan for Coulson: she will never shoot him in the head (ever!), and he tells her that her Outback plan won’t work (I guess he doesn’t like kangaroos after all). He demands she kill him instead, when the time comes, but he doesn’t appear to have considered this fact: Garrett was a bad guy long before he was given the alien drug. Mynock Manor reviewed the episode as well.
In the end tag, Raina, en route to investigate the painting, is confronted by Daniel Whitehall, who gives her forty-eight hours to return the Obelisk to him or be tortured horribly, likely for weeks. She is suitably terrified by the thought.
Death is easy, comedy is hard. This episode tries very hard to juggle the comedy with the more serious nature of the lives our spies have to lead by using classic spy movie tropes. The trouble was, they seemed to be using them, then subverting them at random, so it just felt off. Where the opening two-parter handled this challenge effortlessly, this episode, as with the previous one, turned out a bit of a slog by comparison, mostly because it didn’t really do anything particularly innovative with its old-style spy identity theft. Just above average, achieved almost singularly by the fanservice May on May martial arts fight in evening wear.
Which would you rather have seen, Talbot staying the real thing or the mask twist, and was the fight worth the rest of it? Tell me in the comments.