What starts out as a slow and kind of silly episode transformed into a slick, surprising and fast-paced tale replete with espionage, conflict and character development. I may sound like a broken record at this point, but it really does seem like this show keeps getting better with each episode. That isn’t to say it’s without its fair share of problems — it isn’t — but this episode, penned by Jeffrey Bell (the first guy not related to Joss Whedon to pen an episode), starts making this ragtag group of elite agents feel less like ideas on a page and more like fully realized characters with histories, mysteries and genuine conflicts.

Where this episode succeeds most is in its exploration of Coulson’s history with a presumably killed-in-action S.H.I.E.L.D. agent who was under his stewardship, which in turn gives us a sense of context and purpose behind his current motley crew. The divide between seasoned field agents and the greenhorns is vast, but Coulson is the binding agent, the bridge between the two groups rallying them to fight the good fight despite their differences. Why does he do this? Not just because Nick Fury demands results (which he most assuredly does), but perhaps it’s his way of making up for past transgressions and fixing mistakes like what happened with Akela Amador (Pascale Armand), the aforementioned agent, who disappeared in the field four years ago, only to reemerge as a thief with what seem like psychic powers.

Marvel’s Agents of S.H.I.E.L.D. is clearly a property into which ABC is pumping plenty of cash in an effort to help it match the visual quality of the Marvel cinematic universe. Case in point: The episode’s opening moment, complete with what at first seems like an aggravating Anonymous flash mob, was filmed on location in Sweden’s Sergel’s Square, giving the cold open a heightened sense of action and realism. Once the action moves to Belarus, though, the locations lose some of their luster, as they return to more standard-issue studio backlot sets that kind of look like if someone turned the Olive Garden into an open-air plaza. But getting back to that opening sequence: the brigade of red-masked, suit-wearing men handcuffed to their briefcases is a red herring. The audience is meant to think we’re about to witness a terrorist attack – perhaps the work of Hydra or A.I.M. – but the weird WORLD ORDER theatrics are intended to lure out Akela, the thief at the heart of a string of recent high profile robberies.

The show’s tendency to avoid superpowers continues in this episode, which is all well and good, but veers into the eyebrow-raising, as seemingly everyone but Skye deems powers like telepathy and telekinesis to be all but impossible. Perhaps acting as a voice for the audience, Skye calls them out, noting that precognitive/psychic abilities aren’t that far outside the realm of possibility in a world where aliens, cosmic energy sources and Norse mythology not only exist, but can run rampant. Even though she’s quickly proven wrong regarding Akela, it’s a feather in Skye’s cap, another demonstration of how her unorthodox thinking (like last week’s going off the grid to win over Ian Quinn) can get unexpected but necessary results.

So Akela isn’t a psychic and she isn’t a spelling bee champion. What is she? She’s an ex-S.H.I.E.L.D. agent with a cybernetic eye implant that allows her to see across different visual spectrums, providing a constant video feed for her handler. That’s right — when she’s standing in place looking like she’s brooding, she’s really scanning the environment for her mysterious handler, who issues orders to her through her built in heads-up display. Thankfully, Skye is able to hack into her eyeball video feed, allowing S.H.I.E.L.D. to track her. A newly combat-active May goes AWOL in order to retrieve Akela, and thanks to some timely intervention from Coulson and Fitz’s aptly named “night night gun”, they’re able to take her into custody. Unfortunately, there’s a catch: There’s a killswitch embedded in her eye implant that her handler will activate if the mission doesn’t go off without a hitch.

What follows is a high stakes game of Operation as Fitz and Simmons transform Akela into Nick Fury’s female counterpart by removing her ocular implant while Skye and Ward continue Akela’s mission using a pair of hacked glasses to trick her handler into thinking Akela is still on task. And as if this wasn’t enough to be happening at once, Coulson goes against protocol to track down her handler and deliver some old-fashioned Phil-brand justice. While the cutting back and forth between newly anointed ophthalmologists Fitz and Simmons and Jason Bourne Agent Coulson is all well and good, the brunt of the action follows Ward as he sneaks through a Belarusian research facility in dire need of some interior decorating. All goes well with his goofy Clark Kent Google Glass getup until he has to seduce a male security guard, a sequence that would have gone from good to great if he’d actually tried to seduce him rather than talk about “the game” and “these 2 Ukranian girls last night, heh heh”. Given the generally lousy condition of LGBT rights in Belarus, it might have lead to the same outcome either way. On the plus side, Skye finds out Ward is ticklish, which is straight up adorable.

What happens in the final moments of the episode between Coulson and Akela’s handler gives us a look at a potential Big Bad for the season. Who that Big Bad might be is a story for another episode, but it really gives the viewer a sense of how deep this rabbit hole might go. Speaking of getting deeper, the cast themselves seem to be getting deeper into their characters, getting a handle on the rhythm and flow of Marvel’s unique vernacular and their banter feels less forced across the board. Even their non-verbal reactions are getting better as exemplified by the argument over the unfortunately-named Short Bus (Coulson, surprisingly, isn’t a fan of this nom de guerre), and the palpable relief on Fitz’s face when he finds out he won’t have to leave the safety of the van for the murderous danger of the field. His tiny fist pump of victory will fuel Tumblr’s steam engines for weeks to come.

The writers of Agents of S.H.I.E.L.D. clearly have a deep and abiding love of one-liners, but this week’s best line has to go to Skye: “Did you never learn that boy parts and girl parts are different? And our parts aren’t penises?” I’m guessing they skipped that in S.H.I.E.L.D. training, based on Ward’s piss-poor seduction skills. Speaking of boy parts and girl parts, the tag at the end of the show was cute, but I wish that they’d used their X-ray vision on Coulson. Clearly, this is a plot thread they’re going to keep dangling in front of us. Hell, even Akela takes the time to say, “He’s different. What did they do to him?” Hopefully this won’t wind up being Lost‘s polar bears – something with potential to be awesome, but ultimately abandoned and unexplained. At the end of the day though, these are tiny nits to pick, and I am a very happy Marvel fan, feeling like my patience is being rewarded in spades.

Odds and Ends

– “We’re going to have this night-night pistol ready in no time.” “We’re not calling it that.”

– “It’s amazing. Every year between Instagram, Facebook, and Flickr, people are surveilling themselves.” Scary observation, and it may seem cheesy, but it’s true.

– Okay, hiding diamonds in dissolving golf balls is maybe the funniest way to smuggle something I’ve ever seen.

– “Fitz wants to know if you packed any snacks.”

–  Skye, to Ward: “You’re a robot. Can you do that?”

– Akela didn’t even flinch at the prospect of having a local anesthetic injected into her eye. What a badass.

– Akela’s eyepatch looks like a tiny colander for draining tiny spaghetti.

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What did you think of “Eye Spy”? Let us know in the comments below or hit me up on Twitter.