Marvel's Agents of S.H.I.E.L.D. doesn't have the reputation of Game of Thrones and The Walking Dead as a show that wantonly kills off its main characters, but S.H.I.E.L.D. has certainly left behind a sizeable body count in its five seasons. This week's episode 'Fun and Games', directed by Clark Gregg himself, featured a breathtaking sequence of multiple character deaths in its second half.

The episode hinged on the plan Leopold Fitz (Iain De Caestecker) concocted to save his friends Jemma Simmons (Elizabeth Henstridge) and Daisy Johnson (Chloe Bennet) from their enslavement by Kasius (Dominic Rains), the Kree master of the Lighthouse. Posing as Boshtok, a wealthy marauder, Fitz traveled to the future with the help of Enoch (Joel Stoffer), and intended to purchase Jemma and Daisy from Kasius. Failing that, his plan was to just "shoot our way out", is exactly what ended up happening.

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On the way to Fitz, Jemma, and Daisy's escape from Kasius, however, a number of characters - good and evil - ended up breathing their last breath. While not quite on the level of Game of Thrones' legendary 'Red Wedding', 'Fun and Games' still ranks as one of Agents of S.H.I.E.L.D.'s bloodiest episodes. Here's who died during the fun and games:

TESS

One of the most prominent new characters of season 5, Tess (Eve Harlow) was perhaps the most surprising and heartbreaking death in the episode. Tess was one of the first friends the Agents made when they arrived in the future. She showed them the ins and outs of living in the Lighthouse, explained as much as she knew about how humanity survived the world being destroyed and what it's like to live under Kree occupation, and she helped get them their wrist Metrics so they could blend in among the humans. As a True Believer in the prophecy that Coulson and his team had come to save the world, Tess risked her neck more than once to help S.H.I.E.L.D. However, it was was helping her young friend Flint (Coy Stewart) that ultimately cost Tess her life.

Tess fell under the suspicion of the Kree Watch when she spoke to Flint immediately before he was to undergo Terrigenesis. When Flint disappeared because Yo-Yo Rodriguez (Natalia Cordova-Buckley) super sped him away to safety, the Kree Watch targeted Tess for interrogation, which was personally conducted by the Kree known as the Vicar (Isaac Singleton, Jr.). Tess lied about Flint, which is a capital offense to the Kree. The Kree killed Tess and left her body hanging in the Lighthouse.

BEN

Ben (Myko Olivier) was one of the Inhumans born in the Lighthouse who underwent Terrigenesis so that he could be trained as a slave warrior and ultimately be sold by Kasius. Ben's Inhuman power was telepathy, which helped him anticipate his opponents' moves and made him a formidable warrior. Ben previously battled Daisy Johnson, known in the Lighthouse as the most powerful Inhuman, Quake, the Destroyer of Worlds, in the Kree's gladiator arena, and he betrayed Kasius by lying to him about how many other people time traveled to the future with Daisy.

During Kasius' auction, Ben was forced to fight Melinda May (Ming Na Wen), but the fight was stopped by Fitz so that Ben wouldn't have to execute the defeated May. When they were back in Kasius' reception chamber, Kasius surmised that Ben had lied to him and ordered Sinara (Florence Faivre) to have Ben executed. Sinara killed Ben with her flying silver obs in front of everyone, prompting Daisy to later swear to Simmons that she would kill Sinara one day.

GRILL

Grill (Pruitt Taylor Vince) was the hard-driving taskmaster in charge of the Salvage on the Lighthouse. He ran the station's junkyard with an iron fist and was always suspicious of the Agents of S.H.I.E.L.D. when they came to work for him. His dislike for the Coulson, Mac (Henry Simmons), and Yo-Yo only intensified when they and Tess stole a Trawler to investigate the asteroid remains of Earth and killed Grill's second-in-command Zev (Kaleti Williams), who had come along to watch over them.

When Yo-Yo whisked Flint to safety, Grill followed them down to the Salvage and discovered the truth about the Agents as time travelers, though he laughed at the prophecy that S.H.I.E.L.D. would save Earth from destruction. Grill made the crucial mistake of telling them his plan to turn them all in to Kasius for a reward, at which point Flint manifested his Inhuman ability to control rocks. Flint killed Grill by smashing him with an enormous pile of rocks, though he regretted having to take Grill's life as Grill had been kind to him growing up.

OTHER DEATHS

The main event of Kasius' Inhuman auction was meant to be Quake versus another Inhuman, but the sudden arrival of Kasius' older brother Faulnak (Samuel Roukin) changed the match up to Quake versus Sinara. While this fight was meant to be 'to the death' - and Daisy was out to avenge Ben's murder - neither Quake nor Sinara would lose their lives. Instead, Fitz and Simmons made their move to free themselves from Kasius' control and it was the exact plan Fitz described to Enoch at the start of the episode - to just shoot their way out. Fitz and Simmons attacked the dignitaries gathered to watch the fight before making their daring escape, which resulted in more deaths.

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Lady Karaba (Erika Ervin), one of the wealthy aliens who had come to bid on Quake, was shot by Fitz. Fitz also killed a Kree soldier with a headshot as the Kree leaped to attack him. As Fitz, Simmons, and Daisy made their escape from the gladiator arena, Simmons shot another Kree guard who tried to stop them. In the episode's epilogue, Enoch killed a Kree guard as he fulfilled the second part of Fitz's master plan.

However, two major Kree characters who appeared to be killed are actually still alive: Kasius and Sinara. Simmons got revenge on Kasius for enslaving her by slitting his throat, but she used a stolen butter knife (even Daisy told her earlier than she can do better when she saw her weapon). Kasius survived the attack and looked on as Fitz and Simmons made their escape. Fitz then shot Sinara and seemingly killed her, but Sinara appears in the preview for next week's episode, so she survived. Failing to kill Kasius and Sinara is a huge mistake on FitzSimmons' part, as the Kree leaders will no doubt be hellbent on revenge.

The Agents of S.H.I.E.L.D. reunite next week too attempt to save May from the Vrellnexian roaches and, hopefully, to make their way back to 2018 at long last.

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Marvel's Agents of S.H.I.E.L.D. airs Fridays @ 9pm ET on ABC.