Villain Overview

Holden Radcliffe is a recurring character in the TV series Marvel's Agents of S.H.I.E.L.D., appearing as a major character in Season 3 and the secondary antagonist of Season 4.

He is a transhumanist and robotics expert who was kidnapped by Hive to created the Primitives. After Hive's defeat, he becomes a S.H.I.E.L.D. consultant and the inventor of the Life Model Decoys ("L.M.D.s" for short).

He was portrayed by John Hannah, who also portrayed his L.M.D. counterpart and Lord Nestor in The Last Legion.


Radcliffe is essentially a "mad scientist" who seeks the secrets of the universe however he can get them. Despite his up-front, sometimes kind, appearance, he can be incredibly deceptive, and even called his own ability to fool S.H.I.E.L.D. "Oscar-worthy stuff". In Season 3, he didn't trust S.H.I.E.L.D., thinking of them as the same as HYDRA, but was forced to rely on them when he was given a chance to escape from Hive, who had kidnapped him. While under Hive's captivity, he was determined to save his own skin, and justified his helping in his plans by saying he was kidnapped. He was very-much afraid of Hive, but wanted to prove to him that he has his uses. After creating the Primitives, who were horribly-deformed and lacked original thought (only what Hive thought for them, like a queen bee commanding her hive), Radcliffe considered them "abominations of science" and wanted to make more efficient, intelligent versions; despite his insistence, Hive believed that they were just perfect. After being rescued by S.H.I.E.L.D., he insisted to General Glenn Talbot and Agent Phil Coulson that he was doing Hive's work under duress, but they still held him accountable. After S.H.I.E.L.D. defeated Hive at the cost of Inhuman Lincoln Campbell's life, Radcliffe continued his scientific exploits.

In Season 4, Radcliffe showed Fitz his creation Aida, and thought that she could be used for missions that would otherwise cause mass casualties. Though this plan started out with good meaning, he slowly showed that he was impatient towards her, as she didn't understand slang and figures of speech. Nonetheless, Radcliffe detests bloodshed, and reprimanded Aida for killing Agent Nathanson after he saw May unconscious. After reading the Darkhold and being overwhelmed by its contents, Radcliffe became obsessed with it, abandoning most of his morality and becoming a sly, manipulative mad scientist who used Fitz and Simmons' affection for him to his own advantage. This went to the extent of kidnapping Agent May and replacing her with a May LMD. He argued with Aida a couple times regarding May's situation, and showed that he didn't want to kill anyone he didn't need to; however, he would later betray S.H.I.E.L.D. outright and side with Senator Nadeer to save his own skin and continue his plotting. After the May LMD discovered that she was not the real May, she confronted Radcliffe (his LMD counterpart), who told her that she could harm him at all and sent her back to the Playground, unable to tell anyone her discovery because she wasn't programmed to do so.

Despite his unethical behavior, he still relied on non-lethal methods to get the Darkhold; he deceived Agent Billy Keonig by putting him into his Framework device to map his mind, protesting against Anton's plan to torture Keonig. However, when the May LMD finally got the Darkhold and was nearly-destroyed, Radcliffe simply took the book and left her behind, saying that she wasn't "built to last", whereas Aida, the original LMD, was. He would later agree to help Anton track down Coulson and kill him, showing that he'd simply abandoned more of his sense of morality.

He begins to become obsessed with his invention, the Framework, and seemed to view it as an alternative to the real-world. He would spend entire days in it, and would be angry at Aida for taking him out of it, and viewed it as a way to keep the people inside content with their perfect lives. To this end, he put his faith in Aida to complete his plans and dealings with Anton Ivanov, despite his view of Aida as a soulless robot. He ended up becoming trapped in it by Aida after she found her opinions contradicting her programming to protect him and the Framework, and left him to die of blood loss (slitting his wrists with a knife) while his mind lived on in the Framework.

While in the Framework after Aida banished him there, he seems to be living comfortably with Agnes; however, after Fitz executes her in cold blood, he seems to become sad and depressed, as well as angry. He seemed to view everything in the Framework as fake and surreal, and believed that life without Agnes is no life at all, going on to mock Alistair Fitz for neglecting his son in the real-world, despite that this isn't really him, as the real Alistair was apparently a "blowhard". He still held hope that Fitz could be saved through the back-door, and viewed all of the Framework as a punishment for him for all of his actions; living in a fake world programmed by Aida, who is not technically a real person. He managed to fool Fitz into going to a steel mill where he throws him through the back-door, and even apologizes to Simmons for doing all of this. Eventually, as the Framework started deleting itself, Radcliffe accepted his end with peace, having some whiskey as the sun went down and he was deleted from the system forever.


Radcliffe, being an expert in robotics and a strong believer in Transhumanism, has built a variety of machines to help him in his goals:

  • The Framework is a holographic scanner device that can map an individual's brain and thoughts, allowing access to everything they've ever known and experienced. He used it on Agent May to scan her brain for damage caused by contact with Lucy Bauer, then used the information from her mind to program the May LMD. He later programs it to behave like the Matrix simulation from The Matrix trilogy, representing a parallel reality to what the real-world is like; in it, HYDRA takes S.H.I.E.L.D.'s place and keeps the public afraid of Inhumans. His consciousness is then trapped in it by Aida, who kills his real body with a knife and leaves him to die from the blood loss. After Aida forces the system to delete itself, Radcliffe accepted his end with peace, making this fake world his own undoing.
  • Robotic Implants are a prime obsession of his, having built a robot eye for himself that was apparently inspired by a "bird's eye view". He was also fascinated by Phil Coulson's Prosthetic Hand, which he would use as inspiration for his LMD program.
  • Life-Model Decoys (LMDs) are the most notable invention of Radcliffe's. They are all androids modeled after specific people and can be programmed with brainwave maps created by the Framework. Though the Keonigs had worked on an LMD program before, they admitted that Radcliffe's work had "put us to shame". They all appear to be powered by a "brain" system made up of light, made by Aida using her Laser-Coupling Gloves.
    • Aida: the first LMD, modeled after Radcliffe's previous lover, a cancer patient named Agnes Kitsworth. She behaves with only logic in her head, yet is driven by her own new emotions brought on by the Darkhold. Radcliffe has argued with her on occasion about what to do with Agent May, who they kidnapped, and defended her from Aida, believing that keeping her alive is illogical. There were two versions made; one that was corrupted by the Darkhold after reading it, and a second one that Radcliffe held onto.The corrupted one was destroyed by Coulson, while the second one began a journey to discover her place in the world. She manages to create a human body for herself, but is ultimately destroyed by Coulson while possessed by the Spirit of Vengeance.
    • Agent Melinda May (LMD) is the second-known LMD. Radcliffe modeled her after the real Agent May after kidnapping her and replacing her with the LMD, who was unaware of her true nature and was programmed with May's personality and memories. She was unable to harm Radcliffe or tell anyone her true nature, because she wasn't programmed to. Radcliffe considered her expendable after getting the Darkhold at last, saying she wasn't "built to last", while Aida was. She is turned-off and placed in S.H.I.E.L.D. storage, but is turned-on again by the Coulson LMD later. After debating the purpose of her existence and concluding that everything she has experienced is false, stolen from the real May, she lets Daisy and Simmons escape from the Playground on the Zephyr One and blows up the Playground, destroying all the LMDs, including herself.
    • Holden Radcliffe (LMD) is the third LMD. Radcliffe anticipated that his schemes would be discovered by S.H.I.E.L.D., so to make sure he would be able to continue his mission, he put his own memories and personality into an LMD modeled after himself. He believed himself to be alive, since he has all the brain power of an average human and all the same feelings.
    • S.H.I.E.L.D. LMDs, as he progressed in his plans, he started making more and more LMDs, including ones for Fitz, Coulson, Mace and Mack, and building several different Daisy LMDs, placing them in a storage container on the Zephyr One for the real Daisy to find. However, all the LMDs are destroyed by the May LMD, who sacrifices herself to save Daisy and Simmons after debating the purpose of their existence, blowing up the Playground with all the other LMDs in it.



  • Radcliffe seems to have characteristics shared with Tony Stark/Iron Man; they both use robotics to the degree of creating a full-fledged AI, and they both put their own AI into a physical body. They both had also been called out for immoral, unethical behavior, which was directly tied-in with their technological obsessions. Their respective AIs (Ultron and Aida) turned on their creators eventually and began their own journey, but Aida still had her programming to preserve Radcliffe in the Framework.
  • In the original comic books, Radcliffe owned a company called Holden Radcliffe Corporation, which developed cutting-edge robotics.
  • Radcliffe's boasts about the Darkhold giving him all the secrets of the universe are just like that of John Garrett, who previously appeared on Agents of S.H.I.E.L.D. as the main antagonist of Season 1, after he received the GH.325 serum; they had both become arrogant and seemingly-insane from the secrets of the universes that they were given. Radcliffe became overly-defensive of the Darkhold, taking offense when Anton Ivanov managed to read the book, unlike Garrett, who believed himself superior to all other people on Earth due to his knowledge.
  • Contrary to other villains on Agents of S.H.I.E.L.D., such as John Garrett, Daniel Whitehall and Hive, Radcliffe's motives did not relate to the subjugation of mankind, but rather to protect S.H.I.E.L.D. and others, albeit through morally-questionably means. Grant Ward similarly had little to do with these plans, only joining HYDRA due to loyalty to Garrett.
  • In the episode "Hot Potato Soup", Billy Keonig called Radcliffe Gollum because of his obsession with the Darkhold, just as Gollum was obsessed with the One Ring and was unwilling to part with it.


           3A873E09-1637-46A0-AFBC-B3AEAA0799B7 Cinematic Universe Villains



Radcliffe in Season 4 App-Black
Holden Radcliffe


           Agents of S.H.I.E.L.D. Logo Villains

Main Antagonists

Radcliffe in Season 4 App-Black
Holden Radcliffe

Secondary Antagonists

Minor Antagonists


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