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Funny Moments from Season One of Agents of S.H.I.E.L.D..

For funny moments from other seasons, go to the appropriate page.

Season One

     Pilot 
  • In Ward's opening fight scene, a half-naked blonde walks in on him stealing the neural link, rolls her eyes as the fight starts, then just walks away.
    Agent Ward: Your fireplace is broken.
  • About a minute into a fight scene between Agent Ward and some mooks, Mission Control contacts Ward:
    Mission Control: Ward, just a heads up, we've got some possible hostiles in your vicinity.
    Agent Ward: Really?
  • Ward's debriefing.
    Maria Hill: What does S.H.I.E.L.D. stand for, Agent Ward?
    Agent Ward: Strategic Homeland Intervention, Enforcement and Logistics Division.
    Maria Hill: And what does that mean to you?
    Agent Ward: It means somebody really wanted our initials to spell "shield".
    • Even funnier when you know that S.H.I.E.L.D was founded in honour of Captain America by, among others, Howard Stark and Peggy Carter, meaning Ward's actually hit the nail on the head here. (Though in Iron Man, Coulson claimed they were struggling to come up with a shorter name for the organization — then again, with hindsight, this is Coulson we're talking about...)
  • When they reach the subject of The Avengers themselves.
    Agent Ward: I don't think Thor is...technically a god.
    Maria Hill: [mutters] You haven't been near his arms.
    • Ward then looks vaguely traumatized.
  • Coulson can't resist lampshading his own dramatic entrance.
    Phil Coulson: Sorry, this corner was really dark, and I couldn't help myself. [beat] I think there's a bulb out.
  • Coulson, Hill, and Ward discussing Coulson's survival of the events of Avengers
    Agent Ward: Director Fury faked your death to motivate the Avengers.
    Maria Hill: Well, the death of a common ally is a particularly effective team-builder.
    Phil Coulson: Plus, it wasn't that much of a stretch. I stopped breathing for about forty seconds.
    Maria Hill: It gets longer every time you tell it.
    Phil Coulson: Yeah, well, you get shanked by the Asgardian Mussolini, you can tell it your way. I was looking at the big, white light and it felt like a lot longer than eight seconds.
  • When Coulson goes over Ward's profile that Maria Hill made:
    Phil Coulson: Under people skills, she drew a... I think it's a little poop. With knives sticking out of it.
  • Coulson poking light fun at Melinda's current position in the S.H.I.E.L.D. organization.
    Phil Coulson: Making calls, no red tape.... [looks around] This is where they make the red tape, isn't it?
    • He also asks if she's ever considered adding a moat around her desk.
  • Blink and you'll miss it, but Fitz smacks Ward on the ass after the latter boards the plane.
  • Fitz smashing Ward's brand new comm unit with a mallet and Simmons cheerfully taking a cheek swab within a minute of Ward's entrance.
  • "Don't touch Lola."
  • Skye sends out a message towards S.H.I.E.L.D. in an attempt to threaten them. As she continues her message, getting to a part where she states they'll never find her, the door of her van opens to reveal Agent Coulson and Ward standing right there. All a shocked Skye can say is "Hey...What up?"
  • Between Ward and Skye when they capture her:
    Ward: There are two ways we can do this.
    Skye: Oh. Is one of them the easy way?
    Ward: No.
    Skye: Oh.
  • Ward says Skye is just like one of those cosplay girls who hang around outside Stark Tower. She adamantly protests she is not...except for one time...
  • Ward, when he's injected with the Truth Serum. Coulson acts like he intends to inject Skye, and Ward assumes the same; then Coulson injects Ward and invites Skye to ask him anything she'd like if it'll help her trust S.H.I.E.L.D.
    Ward: And yes, it did hurt a little bit, but I was trying to mask my pain in front of beautiful women because I think it makes me seem more masculine — my God, this stuff works fast.
    • And after Coulson leaves, it's Skye who's doing the interrogating.
      Skye: Have you ever killed anyone?
      Ward: Yes, a few. High-risk targets. But they were terrible people who were trying to murder nice people. And I didn't feel good afterwards.
      Skye: Uh-huh. Does your grandmother know about these things?
      Ward: [pouts] Grammsy?
  • Fitz's blundering while talking to Skye.
    Fitz: So, uh, when you get back, I'll show you my thing. Uh, thing, it's not...it's my hardware. My equipment! Gotta go.
  • Skye has this to say about Lola.
    Skye: It's a brave new world... in a very old car.
  • How do Fitz-Simmons and Ward celebrate after their first victory? Apparently, drinking beer and eating Chinese food.
  • It's a subtle one, but Ward's expression upon finding that "Fitz-Simmons" is a pair of dividuals, rather than a single person, is pretty funny.

     0-8-4 
  • Skye's van is brought to S.H.I.E.L.D. mobile command:
    Skye: No joyriding, okay? It's my house.
  • Fitz and Simmons taking a selfie with the Peruvian ruins.
  • Coulson describing what he intends for Skye to do on The Team...
    Skye: So, why am I here?
    Coulson: Distraction. If something happens, you come up with a story, put the public on the wrong scent.
    Skye: ...so...pretty much everything I stand against?
    Coulson: Yup!
  • Everyone (including Melinda and Coulson) edging warily back from the device when the latter warns that it's much more dangerous than a nuclear bomb. That's because it was gamma-powered.
  • After being captured and stowed in the cargo hold.
    Fitz: This is all my fault. I should have learned kung-fu.
  • After Melinda snaps her wrist to slip free of her bonds and take out the mook guarding them, she turns back to the rest of the team, and we get a shot of the four of them (even Ward, who knew exactly who she was and what she could do) staring in shock.
    Melinda: You guys talk a lot. [drives a car through the door]
  • Camilla reasoning that everything Coulson is doing — the Cool Car, the big jet ("Your airborne mancave"), his renewed idealism, the team of attractive young people — is a mid-life crisis. The after-life comment is now Harsher in Hindsight given the revelations in the episode "The Magical Place".
    Coulson: ...more like after-life.
  • All of Nick Fury's cameo at the end of the episode where he lectures Coulson on allowing the jet to be damaged on its second mission.
    Fury: Really? Really, Coulson? Six days? It only took you six days to take a completely renovated piece of state-of-the-art machinery, and turn it into scrap?
    [...]
    Fury: Talkin' to me about "authority". You know I have the authority to downgrade your ass to a Winnebago. [he keeps on repeating "Talkin' to me about 'authority'!" several times afterwards]
    [...]
    Fury: It had a bar! A really nice one...
    [...]
    Fury: How's Lola?
    Coulson: She's fine, sir. Thanks for asking.
  • During his rant, Fury tells Coulson he wants the jet exactly as it was before; he doesn't want silly modifications like "a, a, a damn fish tank!" After he leaves, Coulson says into his earpiece "Yeah, we're gonna have to kill the fish tank."
    • The fact that Coulson actually did consider to make a fish tank inside a plane. The look on his face implies he told his team members about it and some of them (most likely May) think it's a stupid idea. And only after Fury explicitly forbids it that Coulson agrees it's a terrible idea.
  • There's also the fact that even Nick Fury calls them Fitzsimmons! Any way you look at it, that's pretty funny. And also maybe a bit heartwarming, too.
  • Trying to reassure Skye that the 0-8-4 is secure, Simmons rambles and quickly ends up in not-very-reassuring territory:
    Simmons: ...not that it couldn't explode at any minute, especially if hit by machine gun fire, but things like this happen from time to time when in the field, and at first it's very unpleasant...
  • The fact that Skye saved the day with a safety pamphlet, and in doing so, become the first person to actually read said pamphlet.
  • Fitz sounds just a bit too excited when he says that the only bunk left for Skye to use is the one right next to his.
  • Coulson lists all of the team members' qualifications, but leaves out Skye. As he walks off, Skye calls out "I'm good at stuff too."

    The Asset 
  • The episode starts with a redneck trucker singing along horribly with the radio. Turns out he's actually a highly trained S.H.I.E.L.D. agent, which somehow just makes it funnier.
  • Ward telling Skye that S.H.I.E.L.D. doesn't actually have a Truth Serum. It's left mildly ambiguous whether or not that's true, but if it is, it makes the interrogation from the pilot episode all the more hilarious. Plus Ward says he only told her Level 1 secrets, i.e.: low protected secrets she could easily hack for herself, and would be officially cleared to know about as soon as she joined S.H.I.E.L.D. anyway, so she really learned nothing important.
  • Skye's reaction to learning that the S.H.I.E.L.D. transport was attacked by an invisible enemy:
    Skye: Invisible?! Cool! [Beat, as the rest of the team stares at her] But horrible.
  • Coulson and Ward discover that the guy who supplied the excavator was paid... in bars of gold. On top of him riding a horse and being dressed as a cowboy...
    Ward: Now it really feels like the old west.
  • There's something funny that Malta seems to be the only place in the world, where S.H.I.E.L.D. has no juristriction.
  • Coulson's trading cards are mentioned. It was only a moment, but it earned a few giggles.
  • Skye's hilariously bad attempt at a Meaningful Echo of something Ward said to her earlier when Quinn has her at gunpoint. It even confuses Quinn.
  • Fitz is adamant that the only way the team can get into Quinn's compound is with a highly trained monkey. It could turn off the alarm with its adorable little paws. Simmons's tone also suggests this isn't the first problem he's suggested solving with a monkey. Also eating popcorn while listening to Skye on a tense mission.
  • Once Skye has gotten into Quinn's office — to May and Fitz-Simmons' amazement — they wonder aloud how she did it.
    Fitz: She probably just used her...ummm...her, uh...her, uh... [gestures by cupping his hands at his chest, then makes a priceless "oh screw it" face] boobs.
  • After Skye manages to grab Quinn's gun and turn it on him and his mooks:
    Mook: Girl's got balls.
    Skye: Thanks... and, yuck.
  • And a moment later...
    Quinn: Do you have what it takes to pull the trigger?
    [beat]
    Skye: Nope! [jumps out the window]
    Quinn: [rolls eyes] Get her.
  • When Melinda is trying to talk Coulson out of going with Ward:
    Coulson: You forget, I saw plenty of action with the Avengers. [he walks off]
    Melinda: ...And you died.
  • When Coulson finally gets to Dr. Hall, it leads to many hilariously deadpan comments from him. Namely, after Hall says he's right where he's supposed to be...
    Coulson: I'll be honest. Our strategy did not take into consideration you saying that.
  • When Agent May realizes the truth:
    May: Sir, the leak came from—
    Coulson: Dr. Hall. Yeah, I'm getting that.
  • And then Hall accuses S.H.I.E.L.D. of experimenting without thinking of the consequences.
    Hall: Your search for an unlimited power source brought an alien invasion.
    Coulson: ...Fair point.
  • Ward's Mundane Utility solution to a handgun that Coulson was having a hard time dismantling, by tossing it into a nearby laser fence that disintegrates anything that touches it.

    Eye Spy 
  • Skye apparently says "bang" when firing a gun and has the safety and clip release switches mixed up. Becomes a brick joke. She gets a gun, and tries to turn the safety off. Insert ammo falling out.
    Skye: Bang?
  • Ward calling the van where he and Coulson take Skye and Fitz-Simmons to the field the "Short Bus"note , much to Coulson's displeasure.
    Coulson: I owe you one.
    May: More like three.
  • When Skye, egged on by Fitz-Simmons, asks Ward about where they can pee when told that they can't leave the van, Ward tells them to share a (small) empty plastic bottle between the three of them. An annoyed Skye responds with, "Did you never learn the part where girl parts and boy parts are different, and our parts aren't penises?"
    Ward: Anything else?
    Skye: Oh, yeah! Fitz wants to know if you left any snacks for us.
    Fitz: Yeah, I'm feeling a bit peckish!
    [click]
  • When the team finds out about the device in Akela's eye, Skye says this to Ward: "You're a robot, can you do that?" It's made even funnier by the fact that Ward, much like a robot, gives absolutely no reaction to the joke.
  • Ward's response to being ordered to seduce a man (he's playing proxy to Akela) after stating he would do whatever it took.
    Ward: [to Skye] Help.
  • Skye concludes that the guy probably isn't gay, so Ward will have to "bromance him". This doesn't reassure Ward in the slightest.
  • Skye's opinion of what she and Fitz-Simmons are seeing on a surveillance feed:
    Skye: Russian TV's kinda boring.
  • "That kinda looks like our van..." And then Fitz stands up and waves...
  • At the tag end of the episode, Fitz is having Skye use the X-ray glasses to help him cheat at cards.
    Skye: You realize if I put these on I'll see you naked.
    [Fitz hurriedly aborts the scheme]
    [beat]
    Skye: [puts on the glasses, looks at Ward, and turns them on] Hm. [smiles happily]

    Girl in the Flower Dress 
  • When Skye asks why she and Ward are playing Battleship rather than doing their normal training, he tells her that it's his duty as her SO to evaluate the way she thinks...
    Ward: Also, I like board games.
  • Skye gloating over beating him at the game and making him say "You sunk my battleship." Also the tone in which Ward said it. If you look at their boards, you can see why: Skye is just aiming at random and is winning.
  • Chen Ho Yin replies to his kidnapper's comment that she "comes as a friend" with this:
    Chen Ho Yin: English isn't my first language, but that word means something different than you think.
  • One of the few things S.H.I.E.L.D. was able to dig up on Miles Lydon was that he runs a Minecraft mod to play as a Zombie Pigman. Judging from Fitz-Simmons' facial expressions, that's terrible. Just hearing Simmons say "Zombie Pigman" in a completely serious, even more RP than usual tone of voice is inherently pretty funny.
  • May tries to talk down Scorch in Cantonese. Scorch responds with an angry megalomaniacal rant in the same language. Coulson clearly didn't understand a word of it.
    Coulson: [to May] So we're good, right?
  • May is more than a little disturbed to find that she wasn't briefed about Chan's megalomania.
    May: His file say anything about him being homicidal?
    Coulson: Just said he was kind of a tool!
  • Coulson's reaction to hearing Chan's use of the alias "Scorch."
    May: Who?
    Coulson: Oh, crap, they gave him a name.
  • Coulson lets Miles go free, but first he hands him a small box with an electronic bracelet to track his movements and restrict usage of electronic devices for a while. Coulson warns "you can take what's in the box, or we'll put you in a slightly larger one."
    Coulson: You're free to go.
    Miles: We're still in Hong Kong.
    Coulson: Yep.
    Miles: ...I live in Austin, Texas.
    Coulson: By the way, Agent Qwan's family appreciates the generous donation.

    F.Z.Z.T. 
  • Fitz can't stand the smell of dead bodies, especially after Simmons dissected a cat and left its liver next to his lunch. Later, when Simmons is doing another autopsy and Fitz is rifling through the storage cabinets behind her.
    Skye: What are you looking for?
    Fitz: A scented candle!
    Skye: Not. You.
  • Simmons, while giving Coulson a physical examination, accidentally says the wrong thing. It's even funnier due to Coulson's tone, which sounds more confused than offended.
    Simmons: You can tell your physical therapist that you're fit as the proverbial fiddle! Especially for a man your age.
    Coulson: "Man of my age?" That's something you tell an old person.
    Simmons: [a little too perkily] Is it? Let's... get you some electrolytes, shall we?
  • Ward begins to go into a big spiel on why one ounce could be the difference between life and death when using a handgun at long range, when Fitz reminds him they could just use a rifle instead in that situation.
  • Fitz's impression of him, complete with an overdone fake American accent.
    • The Simmons gets in on the fun.
      Simmons: I'm Agent Grant Ward! And I could rupture your spleen with my left pinkie. Blindfolded.
    • It all pays off in the end, when it turns out Ward heard them, and does his own at the end of the episode. Simmons tells him it's not quite right.
  • Melinda's interrogation of a scout leader: glaring at him menacingly and offering him a cookie.
  • Skye saying that a victim of the Chitauri virus, who did a lot of volunteering, makes Captain America look like the Dude... in front of Coulson.
  • Fitz's awkward attempts at flirting with Skye, talking about how some people just have a connection. Not unreasonably, Skye assumes he's referring to Simmons. His look of despair when he clumsily tries to correct her is hilarious.
  • Coulson's Anger Born of Worry after Simmons jumps out of the plane to save the crew and Ward has to skydive after her to inject the cure. She made him fish her out of the water. And talk to the Moroccan office! Made even funnier when you take a good look at Ward and Simmons' expressions as they're being reamed out. Two highly capable and intelligent adult agents are being reprimanded like small children.
  • When Coulson tells May that his tests indicated he was "a little heavy on the iron."
    Coulson: But don't worry. You don't have to start calling me Iron Man.
    May: Wasn't planning on it.
  • After a testy conversation with Coulson, Agent Blake makes sure to touch Lola, and looks back at Coulson when he does.

    The Hub 
  • Coulson's idea of Casual Danger Dialogue after being dragged into a dank basement for interrogation is... surprisingly practical.
    Coulson: I don't mean to alarm you, but I think you may have a mold problem. That sink with the standing water seems especially concerning.
  • Skye tries to walk into a Level Seven meeting while having yet to earn Level One clearance, and promptly gets attached to the wall by her bracelet.
    Skye: Is this your subtle way of telling me I'm not allowed in the meeting?
  • Agent Shaw hid a USB drive with top secret information up his nose.
  • Simmons' reaction to learning that Fitz is going on a field mission. She acts like a worried mother getting her child ready for his first day at school. She even makes Fitz his favorite sandwich.
  • Simmons is so horrible at talking her way out of a situation that she ends up firing the Night-Night Gun at Agent Sitwell.
    • One highlight:
      Simmons: My, Agent Sitwell, you certainly have a lovely...head.
    • And her attempts to flirt her way out:
      Simmons: I like men that are my height, but heavier than me!
    • After Simmons shoots Sitwell, Simmons asks Skye how she did, clearly hoping for something good. Skye's response was that it was a "total meltdown" and tells her to go get May to help clean this up. The scene comes across as two little girls who just broke something and have decided to tell their mom in the hope that they'll get in less trouble than with their dad.
    • Then later, when she tells Fitz about it:
      Fitz: So what do you get up to in the Hub?
      Simmons: I shot a superior officer in the chest.
      Fitz: O_O
    • Made a bit less funny (or perhaps more) after Sitwell is revealed to be a traitor in Captain America: The Winter Soldier.
  • Fitz getting his trolly stuck between the glass doors at the Hub and becoming increasingly frustrated by it. And after finally getting the cart through, the doors just close on him and the glass blocks any sound so you can't hear his frustration, including the cut-off cry of "fantastic!" Best part? According to Chloe Bennet, it wasn't scripted.
  • Coulson has a serious discussion with May about whether he should share information above Skye and Simmons' classification level. Except May is practicing Tai-Chi during the conversation, and also never says a word. Though she does roll her eyes at the end.
  • Fitz gets in a delightful Deadpan Snarker moment while he and Ward are hiding out:
    Fitz: ...and now you've destroyed the world's most dangerous sandwich.
  • Fitz puts up an X-ray screen to see through the wall so they can figure out what to do next.
    Fitz: Okay, I see two guards... armed with rifles... oh, there's a third guard. Wait... he's attacking them! Ward, are you seeing this, he's attacking them! He's, he's coming right for us—
    Ward: [opens door from the inside] Come on.
    Fitz: ...ah, that makes sense.
  • Fitz takes a peek inside the giant device he's supposed to disable.
    Fitz: This is going to take a while.
    Ward: You have ten minutes.
    Fitz: [casually] I thought you'd say five. [starts a timer on his watch]
  • Fitz somehow befriending an entire Bad Guy Bar full of scary-looking Russians. How? He fixes the problem with their TV just in time for them to be able to watch an upcoming game on the sports channel.
  • In a deleted scene, Simmons rushes up to May, who's practicing Tai-Chi, and tries to talk to her:
    Simmons: Agent May. Oh. Hello, I don't mean to disturb you, I was just wondering…
    May: No.
    Simmons: But I've run into a small…
    May: No.
    Simmons: It's just, we tried to find more information, like you said, and then I reacted very badly. If you could just possibly…
    May: No.
    [pause]
    Simmons: I shot someone.
    [May stills; a Beat]
    May: [sighs] Where's the body?
    Simmons: …Ah. [rushes off]
    [May shakes her head, closing her eyes]
    • Note that Simmons at no point explained that Sitwell was just unconscious. As far as May knew, Simmons just admitted to killing someone, and May agreed to help dispose of the body. Where anyone else would be understandably horrified by this revelation, May treats it with mild annoyance. One has to wonder what May and Coulson did in their early missions to become so unmoved.

    The Well 
  • Skye refers to Thor as "dreamy".
    Coulson: Okay, he's handsome, but...
    May: No. He's dreamy.
  • Skye's opinion on the darker parts of human history:
    Skye: He has been through all the scary stuff: the Crusades, the Black Death... Disco.
  • Just Skye and FitzSimmons watching the interrogation as if it was a documentary on the History Channel.
  • When Skye is checking the message boards of a Norse-Pagan hate group, most of the posts are people shouting about being the master race, having to claim their right over the world, etc., except one simply says "I rode a horse today :)".
  • Coulson says that, once in a while, Thor and his Asgardian buddies need to send down the God of "Cleaning up after themselves".
    Coulson: They've probably got a magic broom for this sort of thing.
  • Coulson's comment on how awkward it would have been if Randolph hadn't been Asgardian and thus, been unable to prevent Ward from stabbing him.
  • The reason the myth of the Berserker became well known? Randolph wanted to impress a French girl he was sleeping with, and her brother, a priest, wrote it all down and turned it into, in his words "a thing".
  • Randolph to Coulson: "Oh, I spent centuries gallivanting around with the future King of Asgard; of course I don't know Thor! I was a mason!" It's even funnier when you consider that Randolph was on Earth for over a millennium, meaning that the last time he was in Asgard, Thor was a kid back then.
  • Skye can't tell the difference between normal Ward and Angry!Ward.
    Skye: Is that the normal Ward or the angrier Ward?
  • When Skye wonders how long Randolph has been on Earth, Simmons suggests cutting him open to find out. Skye then suggests an easier alternative: asking him.
  • Fitz still wants a monkey assistant.
  • Simmons is understandably scared of heights after nearly falling to her death a few weeks ago. Ward tries to distract her with questions about her research as she walks up the large fallen tree, until:
    Simmons: ...and I know you're trying to trick me into going up, but I'm going up anyway, so...

     Repairs 
  • Fitz and Simmons realize they never got the chance to prank any freshmen at S.H.I.E.L.D. academy, and then realize that technically, Skye is a freshman. The first chunk of the episode has them thinking of ways to prank her.
    • The first attempt is a hogwash version of May's backstory — involving her wielding Guns Akimbo (with M249s) and taking down 100 hostiles on horseback.
    • The second has Fitz appearing behind Simmons in a gas mask as a test, but she's more disappointed. Later he rigs up the gas mask attached to a mop and some twine to jump out of a closet at people. Apparently he managed to set it up before Tobias started wreaking havoc, because he forgets about it until the group opens said closet nearly an hour later (in-universe) and they all scream. Especially Fitz.
    • Furthermore, Fitz ribs Simmons for screaming like a girl when she was pranked as a freshman, only to scream like a girl himself at his own prank.
    • And to top it off, Skye is only mildly startled compared to Simmons and Fitz's reaction to it so they scared themselves harder than their target.
  • Coulson gets torn up about having to use one of his antique watches as a makeshift bomb. Followed by a pathetic groan when it goes off.
    Coulson: I think they only made twenty.
  • During The Tag: Skye, Ward, Simmons, and Coulson are playing Scrabble. Simmons uses the word "Aglet" and when Ward says it's not a word in "our" language, counters by pointing out that "their" language is English. Then in walks Fitz with a face full of whipped cream thanks to another prank. Turns out he was pranked by May.
  • Skye's shout-outs:
    • Comparing May to a robot. She says "Target aquired: Threat eliminated" in a Terminator-like voice.
    • She refers to the S.H.I.E.L.D. academy as a "S.H.I.E.L.D. Hogwarts".
  • Skye's reaction to Coulson's decision to bring May and Ward along to contact Hannah Hutchens, after he referred to the task as a "delicate situation":
    Skye: It's a delicate situation and you're bringing along warm and fuzzy?
  • Skye says May needs to get laid... to the guy who laid her the previous night.

    The Bridge 
  • Ward saying why he doesn't want Mike on the team. "The last time we saw this guy, he was a raging homicidal maniac... He's Right Behind Me, isn't he?"
    • Later, he still doesn't think it's a good idea... but admits that Mike's new suit is cool.
  • Simmons manually takes Mike Peterson's measurements even though they have a device that can do it. Fitz calls her out.
    • Simmons uses Fitz's babbling as cover to talk about how hot she thinks Peterson is.
      Simmons: When did you stop talking?
      Fitz: About three embarrassing sentences ago.
    • Even funnier, Fitz goes over to break it up — only to get almost immediately distracted by the Centipede tech on Mike's arm.
    • Then there's their genuine surprise when Mike tells them it was their gun that cured him. They immediately go from thinking it's a bad idea to have him to giving him the awesome upgrade.
    • Ward's expressions in the background as Simmons flirts with Mike. Funnier when combined with Fitz' obvious displeasure.
  • Peterson's reaction to seeing Skye on the S.H.I.E.L.D. team:
    Peterson: You joined S.H.I.E.L.D.?
  • After the fight with the Centipede soldiers, where Ward threw himself in the way of a superpowered punch to protect May, they meet up again in the Bus' bar.
    Ward: Pour you a scotch?
    May: Don't. Ever. Do that. Again.
    Ward: ....brandy, then?

    The Magical Place 
  • Simmons telling off Ward after he ripped open what one could only assume was her stitching of the wound in his shoulder, during the capture of Van Chat.
    Simmons: Impressive. You've actually managed to re-open all of your stitches.
  • Skye is about to be escorted off the Bus when Fitz-Simmons rush up to her and hand her a brown paper bag.
    Skye: You made me a sandwich?
    Simmons: Yes. It is that.
  • Skye dresses up in a leather jacket, tall boots, and aviators, confronts a man who can lead her to Centipede, and identifies as S.H.I.E.L.D. Agent... Melinda May.
  • Skye's manipulation of the rich asshole into hacking a computer for her. Especially when she runs into a wall because he doesn't even know how to click on account history. She switches him with one of his rent-a-cops she had beat up earlier.
    Skye: Go to your account history. We need to open up a terminal emulator, see what kind of encryption they've got.
    Lloyd: Okay.
    Skye: If it's an SSL 256 or an A.E.S. twofish serpent, we're in business.
    Lloyd: Yeah.
    Skye: Quantum key, that's another story.
    Lloyd: Right.
    [A pause, Skye notices that he's not doing anything]
    Skye: Lloyd. What is happening here?
    Lloyd: Yeah, account history. Where is that?
    [Cut to Skye directing the guard instead]
    Skye: Delete that second line. ... Press "return." ...
    Lloyd: [to other guard] Thing is, I have an assistant that does all this for me.
  • May notices Skye's Whole Costume Reference at the end of the episode.
    May: Nice jacket.
    [May and Skye smirk at each other]
  • When Raina is being arrested:
    Simmons: Bet there aren't any flower dresses where she's going.
    Fitz: Amen to that, sister.
  • The verbal pass phrase to disengage Skye's Walking Techbane bracelet is "disengage bracelet".
    Skye: Are you kidding me?
    Coulson: I thought you'd like that.
    • Listen closely — he says the pass phrase in a slight Scottish accent to mimic Fitz.
  • The scene where Skye leaves the plane and passes by one of Hand's cronies:
    Skye: Don't touch Lola!
    Crony: [abruptly turns away]
  • When Fitz-Simmons are explaining to Ward that he needs to equip a dendrotoxin-filled cuff on the Centipede soldiers' forearms to incapacitate them:
    Ward: Sounds like riding a bull for eight seconds.
    Fitz: Yeah, exactly, it's that simple.
    Simmons: Yeah.
  • How Ward interrogates Vanchat.
  • When Skye is pretending to be May, she establishes her credentials with the rich guy she's interrogating by taking his phone, fake-calling in a S.H.I.E.L.D. command code, and erasing all the data on the phone (she really just used the Anti-Tech bracelet she was wearing). The guy's response? He complains that she ruined his score on "Tiny Wings".
  • Skye needs to make a phone call, but her anti-tech bracelet will fry it if she gets too close. How does she fix this issue? Use a golf club to dial the phone instead.
  • When Skye calls up Simmons, she reminds her that they have a safe word to indicate no one's listening in.
    Simmons: Manscaping?

    Seeds 
  • May tells Coulson about her affair with Ward right before Coulson goes after an ex-agent they're looking for.
    Coulson: I'm glad we're here. We need to root out all the secrets.
    May: ... Agent Ward and I have been having sex.
    Coulson: [referring to spotting the agent] I got him. [leaves car]
    • At the end of the episode, May and Coulson are having a private debrief, and May suddenly gets awkward and tries to confirm whether he'd heard her properly.
      May: Did, uh, you hear what I said in Mexico?
      Coulson: What, specifically?
      May: A-about Ward and me, um…
      Coulson: Yeah, I heard.
  • The ex-agent tries to escape May and Coulson by climbing a fire escape. He climbs several ladders before seeing Coulson hovering right beside him in Lola.
  • Coulson tells Ward where Donnie and his Weather-Control Machine are.
    Ward: I can get there. [opens door and sees superstorm outside] Yeah, I can't get there.
  • Agent Ward's opinion about S.H.I.E.L.D. Academy of Science and Technology: "No uniforms, no rope course, no defined muscularity on anyone."
  • When Ward, Skye, and Fitz-Simmons are planning their next moves:
    Simmons: And when we get there?
    Ward: We mingle, low key. You and Skye get comfortable with the students, see if you can get them gossiping. Skye looks young enough to blend in.
    Skye: You're not exactly Old Man River, and Fitz looks younger than us.
    Fitz: Time will come when you won't make fun of me for that. You'll be jealous. You'll be jealous, wrinkly old hags.
  • After Ward sends Fitz to talk to Donnie, saying that "Even if he has no clue who might be after him, he could use a friend," Skye and Simmons look at him, smiling.
    Ward: What? It's strategic.
    Simmons: It's adorable.
    Skye: The Tin Man has a heart after all.
  • From the deleted scene of Skye and Simmons chatting in the boiler room:
    • Simmons' clinical descriptions of attractiveness (hers and a hot guy's) and Skye's reaction to learning that Simmons had been involved with said hot guy.
      Skye: [laughing] Jemma Simmons! That guy was smoking hot! Did you guys…?
      Simmons: Only once. He has a low body fat percentage and his face is nicely symmetrical. But he is a bit boring.
      Skye: I've gotta admit, when I imagined you and Fitz at school, I just pictured the two of you… alone. Working in your lab. Eating paste.
      Simmons: [looking incredulous/annoyed] Though it may be news to you, I'm not exactly an ugly duckling, Skye. Being a nubile young prodigy with an above average fashion sense draws attention from the opposite gender.
      Skye: No, I know.
      Simmons: I do have a pulse, you know.
    • Simmons talks about how before she and Fitz became friends, they were "bitter rivals". With the corresponding deleted scene of Fitz talking about how he'd wanted to be friends with Simmons but couldn't figure out how to approach her, it becomes Hilarious in Hindsight how wrong she is.
      Simmons: He hated me. Hated me.

     T.R.A.C.K.S. 
  • A train employee has trouble talking to May in Italian, with her appearing to ignore him. Ward covers for her, leading to this:
    Employee: This one's a lot of work, no?
    Ward: Keeps it interesting.
  • May finding Ward and Coulson frozen by the enemy's Night-Night grenade.
  • Ward and Coulson trying to use the holographic imaging table...and failing utterly. Ward did slightly better than Coulson—he successfully found the "on" switch. Better yet, look at how proud Ward was when he pointed the "on" button to Coulson as if to say "Uh, it's right there."
  • Coulson tells Ward that if his affair with May gets anyone hurt, he will be sent to Alaska to guard a frozen Emil Blonsky. It ends with this little gem:
    Coulson: If it's really just sex, Ward, you might want to get more comfortable using the word.
  • Simmons is undercover as Coulson's estranged daughter, and gets a little too into character, leading to her ranting loudly about how Coulson's work and prostitutes were more important. This leads to Coulson getting chastised by Stan Lee.
    Coulson: [indignantly] Prostitutes? Plural?
    • It's even funnier when you think that Simmons only thought of the word "prostitutes" after seeing an old man with much younger ladies on his arms.
    • Also, Simmons is a little bit too prepared for her role. She drops in details that are overly specific, like the exact days of the week that Coulson was preoccupied with his work. (Something that wouldn't need to be said between an actual father and daughter.)
    • Coulson's very uncomfortable yet Adorkable look while Simmons goes on her rant. And blink and you'll miss it, Coulson actually has Jaw Drop once Simmons said "prostitutes".
    • Capping it all off are the train passengers staring at Coulson as he makes his way to the back of the train. Just... stare.
    • Simmons' method of tracking the target involves tagging his shoes with an infrared powder that May can follow. She deploys it by accidentally dropping an urn that supposedly contains her dead mother mid-rant, which the target steps in.
  • Skye's Scottish accent. And Fitz's American one, but for different reasons. His accent is fine, but the things he says are very stereotypically American.
    Skye: We were hoping you could recommend a restaurant in downtown Zagreb.
    Fitz: Someplace affordable with big portions.
    • Also, how Fitz learned how to do an American accent.
      Fitz: I used to watch a lot of American TV growing up. Some of it was very good. Lots of nice teeth.
    • The best part is Skye visibly wincing after her accent attempt, as if even she knows it was horrible.
  • Skye and Fitz are pretending to be a couple, and after they sneak off to set up communications for the operation, Fitz remarks that he's so stuck in the role of "gadget guy" that sometimes he likes to do things with his bare hands.
    Skye: You make the gadgets with your bare hands!
    Fitz: Just allow me these rare moments of self-pity, okay? You are the least supportive pretend girlfriend I have ever had!
    • Which statement implies he's had multiple pretend girlfriends who were more supportive.
  • Skye teases Fitz a bit about getting "a little flustered back there." He shoots back:
    Fitz: What? When you kissed me on the cheek like my grandmother? Good going. Really selling our relationship there.
  • Ward hesitates before punching a female opponent in the face, so he slugs her in the gut instead.
  • Coulson hopes they're not dealing with alternate dimensions, because he so doesn't want to go to Asgard right now.
  • Stan Lee's cameo.

     T.A.H.I.T.I. 
  • May slamming Quinn's head onto the table, Batman-style.
  • Ward and Triplet after exchanging pleasantries:
    Trip: Man, this is like the Playboy jet. A man could get soft bunking in a space like this. How did Coulson swing such a sweet ride?
    Ward: He died.
    Trip: ...That's tight.
  • A bit of Black Comedy courtesy of Garrett:
    Fitz: Comms are down. There's too much mountain on top of us.
    Garrett: Trust me, it's better. You don't want them hearing the horrible death we're walking into.
    [Fitz gives a shocked look.]
    Garrett: Humor, son. You Brits are too serious. Besides, if the job was easy...
    Ward: ...it wouldn't be any fun.
    Fitz: I'm not afraid. Not yet. I suspect the real danger won't happen until we breach that bulletproof glass.
    Coulson: What do you think, Fitz? Can you get us inside?
    Fitz: To certain horrible death? Absolutely.

     Yes Men 
  • Simmons catching Skye attempting to sneak out of bed (for the umpteenth time) and the latter grumbling about "prison warden extending her house arrest".
  • The context puts a damper on it, but it's fun to see Sif's reaction to Coulson's asking about blue aliens; she has no idea why he's so interested in them.
  • Simmons attacking Coulson with a fire extinguisher, thinking he's under Lorelei's control.
  • The way Fitz acts while under Lorelei's control. He's like a kid with a crush, just ecstatic that the girl he likes is talking with him. Likewise, Coulson's rather obvious attempt to play along and pretend he's also brainwashed...which Fitz completely buys.
    • The way he frets when he spots Simmons has gotten loose and chases after her.
      Fitz: Oh dear.
  • Coulson and Simmons's entire plan for taking down Fitz while he's brainwashed is laughably simplistic, and it works. The way Fitz turns around and politely responds with "Sir?" after Coulson calls his name, only to be clocked in the face and knocked unconscious the next second, is particularly amusing.
    • Simmons' reaction to Fitz getting clocked by Coulson.
      "Poor thing! He's always getting knocked out, isn't he?"
  • Simmons's cheerful comment "I'm not saying you're weak, I'm saying all men are weak" to Fitz — presumably meant to make him feel better — seems to set him on the defensive even more.
    • In a similar vein, May's reaction to Sif's comment that only men are vulnerable to Lorelei is a smirk which, given her character, is as good as a laughing fit.
  • She may be a villain, but Lorelei grousing about Earth money was pretty hilarious:
    Lorelei: I ask for gold and you give me paper!
    • She also wonders who the "ugly woman"note  on the hundred dollar bill is.
    • Followed by Rooster's misinformed explanation that said "ugly woman" used to be president.note 
  • Simmons and Skye realize they've been locked in the hospital room. You, as a viewer think maybe the doors have been locked by Fitz or maybe Lorelei. However, when Coulson arrives at the hospital later, he sees that the door is merely jammed by a simple tire iron. Which, he casually removes and tosses aside. The look on Coulson's face is priceless.note 
  • Lorelei is busily taunting Sif about how Lorelei once brainwashed a man Sif loved, asking if Sif would like her to describe "his touch, his kiss..." Sif, who is holding Lorelei with the point of her sword at Lorelei's throat, reaches down, slaps the controlling collar around her neck, gives the world's most spectacular eyeroll and deapdans, "You were saying?"

     End of the Beginning 

  • Garrett commenting on Skye's wounds.
    Garrett: Hell, you took two to the gut! When has Sitwell ever done anything?
    [Sitwell looks genuinely offended]
    • Becomes even funnier when you know that Sitwell has, in fact, infiltrated S.H.I.E.L.D. on behalf of HYDRA. Which Garret probably knows. Though, with operational secrecy being a thing, it's possible Garrett doesn't know. Which would make it even funnier.
  • Fitz and Simmon's adorkable attempts to out-subterfuge Coulson and the rest of the Bus crew...and completely and utterly fail.
  • When explaining how he's invented tracker bullets for the ICE guns, Fitz mentions tagging a "wild monkey, if he gets away from you" as an example of how it could be used.
  • When Simmons calls on a secure hardline.
    Simmons: Fitz?
    Fitz: Don't use my name Jemma!
  • Blake believes in horoscopes, and uses astrology to flirt with May.
  • Garrett and Coulson get paired off, and pass the time by telling stories about their past exploits. Then Garrett realizes Coulson isn't paying attention.
    Garrett: Oh, did I tell you that one already? I must be getting old.
    Coulson: I was there.
    Garrett: You were? For which part?
    Coulson: The whole thing! And you didn't drop through the skylight.
    Garrett: Yeah, but it makes for a better story.
  • In an otherwise very tense scene, Fitz running into Skye right after May catches him snooping around the cockpit is pretty funny, mainly because Skye seems to be expecting Fitz to have committed some harmlessly Adorkable screw-up.
    Fitz: [Turns around and sees Skye, is visibly startled] What? I didn't do anything!
    Skye: I never said you did anything. [Pauses briefly, then rolls her eyes in exasperation] Okay, what did you do?
    • Even funnier, he puts his hands up in a lame approximation of a 'kung fu' stance, harking back to his comment about not having learnt kung fu in 0-8-4.

     Turn, Turn, Turn 
  • Coulson's "Boo-yah!" when he shoots down the drones attacking Agent Garrett.
  • This exchange near the beginning of the episode:
    Fitz: I thought HYDRA was defeated after World War II.
    Coulson: It was. S.H.I.E.L.D. was founded in the wake of that victory.
    Fitz: And now they're back.
    Garrett: HYDRA always comes back.
    Coulson: Cut off the head, two more will take its place.
    Garrett: Is it a head? I thought it was a limb.
    Fitz: No, no, pretty sure it was a head.
    Coulson: It's a head.
  • When things start getting really weird, Coulson just shoots May. With an I.C.E.r, but still. Skye and Fitz's reactions to it make it even better.
  • After shooting May, Coulson carries the unconscious woman into the cell, where a very confused Ward is still in holding.
    Ward: What's going on?
    Coulson: She's a sleeper. ...the other kind.
  • For all of his years as a covert operative, Ward makes a mistake: Miscalculating a time bomb.
    Skye: ...was that all of them?
    [Ward looks at the door to the server room, awaiting secondary explosions]
    Ward: [turns to Skye) It wasn't as big as I thought—
    [a much bigger explosion occurs]
  • Simmons asks why she should trust Triplett; Triplett responds by asking why he should trust her:
    Triplett: You're the one working for the zombie robot returned from the dead.
  • For all its seriousness, Coulson's Kirk Summation to the villainous Garrett is delivered with perfect deadpan timing.
    Garrett: I didn't enjoy that. This is me being honest.
    Coulson: No, John. This is you being a psychopath.
  • Skye checking out the corridor Ward is about to try to clear:
    Skye: There's, like, a hundred guys out there!
    Ward: Twelve.
    • The ensuing Noodle Incident in which the last five guards overwhelm Ward and are kicking him into the floor. We cut to Skye's reaction as she listens through the door to an obviously brutal beating. After a few seconds' silence, the door opens to reveal... Ward, with only a few cuts and scratches, having apparently turned the whole thing around without firing off a single shot.

     Providence 
  • Coulson's half-hearted "yaaaaay" in response to Skye telling him that pretty much the only thing she was able to get working after the assault at the Hub was the Bus' internet.
  • Patton Oswalt as Agent Eric Koenig, straddling the line between serious S.H.I.E.L.D. agent and awkward Coulson fanboy. Now Phil must know how Steve Rogers felt.
  • When one of Garrett's subordinates enthusiastically attempts the "Hail HYDRA!" salute:
    Garrett: Put your arms down, Kaminsky, you look like a West Texas cheerleader at a pep rally.
  • As if to make up for him being The Woobie last episode, Fitz gets a bigger dose than usual of his usual Plucky Comic Relief Chew Toy status:
    [Simmons keeps telling Fitz he needs to replace the grounding wires on the ramp; he keeps blowing her off.]
    Simmons: However, you will need to replace those grounding wires.
    Fitz: It's fine. OK, turn it on.
    [Triplett turns it on; sparks fly everywhere]
    Fitz: TURN IT OFF!
    Triplett: You need to replace the grounding wires.
    Fitz: You need to shush. Shush, both of you. Honestly, ganging up on me. [storms off while muttering] Think you're so smart, well, why don't you try fixing it?
    • And:
      Fitz: We have to trust that Coulson knows what he's doing.
      Triplett: Hey, I respect Coulson...
      Fitz: Agent Coulson, to you.
      Triplett: Agent Coulson. He saved our asses back at the Hub. But I'm telling you, he's chasing the white whale.
      Fitz: OK, have you even read Moby-Dick?
      Triplett: Yeah. Have you?
      Fitz: That's... not the point. Now if you can stop spouting your nonsense and let me get back to checking my inventory...
    • After Coulson throws his badge in frustration at there not being anything at the coordinates from his badge and it gets shot at by a surprise machine gun turret, sending everyone running for cover:
    • Then Simmons gets in on the snark right after:
      May: Nobody move!
      Simmons: I really don't think that's going to be a problem!
  • The scene that begins Garrett's raid is Black Comedy incarnate.
    Guard: How'd HYDRA know you were coming?
    Garrett: We told them.
    (Beat, during which the guards go Oh, Crap!, while Ward gives a You Have GOT to Be Kidding Me! eye roll, pulls out two guns, and executes the guards on the spot)
    Ward: You couldn't have warned me?
    Garrett: I couldn't resist. It was such a good line.
  • Quinn complaining about everything he's suffered since being arrested.
    "I've been in a cell smaller than my shoe closet! I wasn't allowed to eat with a fork, which would have been worse if I'd been allowed to eat anything but meatloaf!
  • Raid "the Fridge".
  • There's just something inexplicably funny about finding out that Coulson plays Call of Duty.

     The Only Light in the Darkness 
  • Apparently, Skye's legally-recognized name was Mary Sue Poots.
  • Simmons is asked, if alone on an island with a box, what is in the box. Her answer? The TARDIS. The idea of putting Simmons through a lie-detection test, particularly one said to be unbeatable by Agent Romanoff, when Simmons couldn't tell a lie to save her life, is funny in itself.
    • The fact that after being told to say the first thing that comes to his mind, Fitz's immediate answer to the question is "Simmons." He's got it bad for that woman...
  • Coulson reveals that Blackout got his powers by experimenting with Darkforce. "Because nothing bad ever happens when you work with something called 'Darkforce'." Complete with a truly epic eye roll.
  • We meet May's mom, and she's just as capable a snarker as her daughter.
    Mrs. May: I may be retired, but I still have my contacts. And my agency hasn't fallen apart.
    • When Melinda first gets in her car, this exchange:
      [Mrs. May turns off the engine]
      Melinda: What are you doing? We have to go.
      Mrs. May: Five hundred miles.
      Melinda: What?
      Mrs. May: 500 miles and I don't even get a thank you!
      Melinda: I was just about to—
      Mrs. May: It's too late.
      Melinda:—thank you.
      Mrs. May: I said too late.
  • Discussing Fitz's plan to deal with Blackout, involving shifting stage lights into gamma rays:
    Fitz: There's a slight chance he could absorb the energy and gain more power, but it's unlikely.
    Coulson: Who did you say created this technology, again?
    Fitz: Bruce Banner.
    Coulson: Then I'm sure it'll go off without a hitch.

     Nothing Personal 
  • Maria Hill on the phone with new employer Pepper Potts of Stark Industries, complaining about having to testify to Congress about the fallout from Captain America: The Winter Soldier:
    Maria Hill: Congress is like kindergarten: "Where is this 'Fridge'? What was in there? Who or what is a 'Man-Thing'?" I swear, I need a cocktail and a lobotomy!
  • Maria on the phone describing the various people following her:
    "But apparently my every move continues to fascinate them. Tonight's standard issue surveillance package includes: fake yuppie not checking her texts at the bus stop, plastered homeless man... mildly offensive, and the hipster following me, think he's Russian or... [sees they've all either disappeared or been rendered unconscious]
  • They were taken out by May who talks with Maria in an alley about Coulson. By the time the FBI and police arrive, May is already gone:
    Police: [pointing gun] Drop your weapon!
    Maria Hill: [checking her watch] Three minutes and twenty seconds. Really? If you were my agents, you wouldn't be for long.
  • Simmons lamenting, "I wish our bunker had a bunker."
  • After Colonel Talbot orders Coulson and the others to come out:
    Coulson: If I come out, will you shoot me? 'Cause... then I won't come out.
  • An old man is wandering through a cemetery with a bouquet of flowers when he sees one of the graves has been dug up. After a moment, May pops up, climbs out, tells the man "My condolences," and walks away.
  • Ward genuinely taking offense when Skye calls him a Nazi due to working for HYDRA.
    Skye: You know you always had that Hitler Youth look to you, so it's really not that surprising!
    • There's something immensely funny about the way that Skye says that the Red Skull was "a big fat freakin' Nazi!"
  • Coulson boards the Bus alone, rescues Skye, and is confident he can retake it...only to find out that they've got a problem...
    Skye: Wait. You came alone?
    Coulson: It's okay. I can take Ward.
    Skye: I know, but how did you get past Deathlok?
    [Beat]
    Coulson: Deathlok's here? On the plane?
    Skye: Yeah, you didn't take him out?
    [Coulson turns, sees Deathlok coming towards them]
    Coulson: New plan: run!
  • Phil drives Lola off the Bus, switches her into flight mode while in midair, lands her in the middle of Los Angeles... and is told that parking in his chosen landing spot is $20.
    • Coulson then reaches for his wallet, which just makes it funnier.
    • Coulson and Skye looking dazed after landing and Skye's frazzled hair. Especially funny since a lot of complaints from people about Skye having such great hair for someone who lives out of her van and then on an airplane.
    • Coulson's hair is pretty fluffed up, too.
    • Coulson tells Skye to buckle up before they leave the plane. She didn't have time to, so she nearly flies out of the car. As Coulson pulls her back in, he yells "I told you to buckle up!"
  • In a darkly humorous way, Coulson discovering that the TAHITI project was run by Coulson himself is met with a simple "huh."
  • With an ironic kind of humor, Deathlok's justification for Stopping Ward's heart was word-for-word what Ward gave Skye for his betrayal.
    • And when Ward complains that he can't fly the plane, or stand for that matter, because of the heart-stopping device, Deathlok just flicks his wrist to give him a jolt of energy, pats him on the cheek, and declares "That should help!".

     Ragtag 
  • Coulson's brief, unintentional lapse into a Scottish accent while repeating Fitz's description of the I.C.E.r, and his hurried attempt to cover it up.
  • Simmons once again accidentally starts to insult someone, then (badly) attempts to cover it up.
    Simmons: May looks barely a day over [realizing May can hear her] ... thirty. You're gorgeous!
    • It gets even better with the possibility that it's a reference to fans being stunned to learn Ming-Na Wen was actually fifty years old at the time.
  • Fitz-Simmons begin to disagree over whose contribution to the Night-Night Gun technology was more significant, leaving Coulson and May struggling to keep up, since they're meant to be feeding them lines to repeat verbatim. Then, their argument is quickly replaced by stunned silence and expressions of total outrage when the CyberTech recruiters criticize both aspects of the design.
    • And they refer to the original I.C.E.r design as the "sleepy-sleep gun".
  • Fitz's defense of the I.C.E.r in comparison with the Night-Night Gun ends with "... and it has a much cooler name!" Coulson repeats it without really taking it in, then looks annoyed at the outburst.
  • Fitz plays with a fake cigarette that emits a laser beam. He sets the curtains of the hotel room on fire.
  • Simmons' response to the above is just to roll her eyes and say "Oh, Fitz", like him accidentally setting stuff on fire is a regular occurrence.
  • The large file transfer.
  • Coulson fanboying over Triplett's inherited collection of 1st generation S.H.I.E.L.D. tech. Even better, this is literally after he's saying that they need to carefully catalogue everything.
  • After knocking out the guy in the elevator, May and Coulson pause to discuss the fact that their sweaters itch.
    • And the fact that May is the one who brings it up.
      • Coulson and May have just borrowed clothes from Fitz' and Simmons' closets.
  • May's utter commitment to playing a Simmons-esque tech geek. Seeing that smile on her is actually kind of creepy after a while.
  • Coulson orders a pizza delivery for the group. Under the name "Pablo Jimenez." Bonus points for Coulson taking a second to remember that's supposed to be him.
  • Triplett and Fitz attempt a Handshake Substitute before heading out on a mission, but Triplett goes for a fist-bump, while Fitz goes for a high-five. They manage to meet somewhere in the middle, with a somewhat awkward result.

     Beginning of the End 
  • Fury hands Coulson the Destroyer gun, and he promptly says "I know what it does."
  • Garrett's unceremonious end at the hands of Coulson. After getting the evil Cyborg treatment, he goes into a nice villain monologue with evil music rising... aaand gets Killed Mid-Sentence by Coulson. Who treats the whole thing like he's looking for a lost set of keys (or perhaps a lost death ray, since that was what he was looking for at the time).
    • Even funnier when you realize he probably had the thing trained on Garrett the whole time and waited until after the (apparently extremely) Painful Transformation.
  • When Simmons is expressing the idea that the energy that makes her and Fitz them has existed in other forms before, Fitz naturally thinks of a monkey.
  • Coulson and Fury essentially fighting Garrett with nothing but snark, and winning.
    Garrett: Phil, I'm surprised you'd try and stop me. Course, I don't blame you, Nick. You haven't seen the big picture, the big bang, the timeless frozen ocean... But Phil here has. We share a bond. We're blood brothers.
    Fury: [beat] You didn't tell me he'd gone this crazy.
    Coulson: He's really stepped it up a notch.
    [...]
    Garrett: You remember that speech you used to give us, Nick? About how one man can accomplish anything once he realizes he can be something bigger? Well, now I am!
    Fury: [beat] A part. A part of something bigger.
    Garrett: [beat] Is that how it went?
    Coulson: Not a good listener.
    Fury: If you tell me this whole HYDRA path thing you took was because you misheard my damn "one man" speech...
    Garrett: [in the background] I am the key to the future of the universe. I am--
    Fury: [ignores him, turns to Coulson] You got it, right?
    Coulson: Totally. Loud and clear.
    • It's made even funnier when the music cuts out when the camera switches to Coulson and Fury.
  • After a long, knock-down, drag-out fight between Ward and May, it's ended by May nailgunning Ward's foot to the floor. Through his shoe. Several times. (Ming-Na Wen on Twitter: "NAIL HYDRA!!")
  • Fitz having to interrupt him and Simmons happily jumping and dancing around after they figure a way out of their predicament because "Yes, yes, yes! ...this... really hurts my arm..." is funny in a Black Comedy sort of way.
  • The "noisemakers" from Triplett's collection of first-gen spy gear. They're literally shaped like noisemakers, and when they're activated they provide noise to distract the enemy. Specifically...
    Noisemaker: [gunshots] Hey ho, friends - the enemy approaches! Hurry now, or they'll win the day!
  • Just before Coulson's fight with Garrett, Fury appears and stands over him, hands in pockets like he just casually strolled in.
    Coulson: Sir?
    Fury: You don't have to call me 'sir', Coulson. Look at me, I'm dressed like I live under a bridge.
  • Skye revealing the bomb she's been threatening the whole control room with is actually a Hulk action figure for Ace. The reaction of the guy who Skye had strapped the "bomb" to is priceless.
  • Quinn trying to cover for Garrett's presence in front of the generals by claiming he's a "strategy consultant."
    Garrett: You hear the dying breath of an old world, general. But a new world is coming. I've tasted it on my tongue.
    General: ...this is your strategy consultant?
    Quinn: Part time.
  • Coulson appearing out of nowhere in front of Garrett:
    Coulson: Hi, John! [punches him to no effect]
    Garrett: Hi, Phil! [punches him across the room]
    Coulson: [crawling away] Well, that's new.
  • When Skye confronts Ward:
    Skye: I'm not afraid of you, Ward.
    Ward: You're not gonna kill us with the bomb. You'd go, too
    Skye: No. I have a weapon much better than a bomb, that will absolutely destroy you.
    Ward: And why's that?
    Skye: Because you slept with her. And she's really pissed off.
    [cue a Dynamic Entry via flying kick from May]
    • During the fight between May and Ward, Ward manages to pin her to the ground near a disk saw:
      Ward: Just like old times.
      May: You were never on top.
  • Pretty much every word out of Nick Fury's mouth is a combination of this and awesome.
  • Despite all the emotion surging through the scene, there's something endearingly, absurdly hilarious about hearing the great, eloquent, badass, always-collected Phil Coulson reduced to Buffy Speak when scolding Fury about using T.A.H.I.T.I. to revive him.
    Coulson: ...stupid, stupid, stupid! And cruel! And very stupid!!
    Fury: I think you've made your point.
  • At the end of the episode, the team arrives at another super-secret base, and they are greeted by... Eric Koenig? He's not dead? No, wait, it's actually his brother that he mentioned playing Call of Duty with before, who delivers almost word-for-word the exact same Fanboy speech to Coulson that Eric did several episodes earlier.
  • Kaminsky, wielding the Berserker Staff, and clearly is going to be the most dangerous out of all of the HYDRA supersoldiers in the room. Then he calls May "the Cavalry" and she promptly rips the Staff from his hands and knocks him out in a second.
  • After Skye makes all the other Super Soldiers revert to their default directive ("defend John Garrett at all costs"), Garrett has this wonderfully snarky moment with a quietly seething Mike Peterson (who's being forced to work with Garrett for his son's life):
    Garrett: You don't need to be set to default. You haven't left me alone all day.
    Peterson: I was told never to leave your side. Sir.
    Garrett: (in the most insincere tone imaginable) I love you too.

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