Holden Radcliffe is a robotics expert and S.H.I.E.L.D. consultant, and the inventor of the Life Model Decoys ("LMDs" for short). He appears in the ABC TV series Marvel's Agents of S.H.I.E.L.D, set in the Marvel Cinematic Universe, as an anti-villain in Season 3 and as the main antagonist of its fourth season.

He was portrayed by John Hannah, who also portrayed his LMD counterpart and Lord Nestor.


Early Life

Radcliffe was born in Glasgow, Scotland. He went to college at some point with Leo Fitz's father, developing an obsession with human enhancement through technology, a process known as "Transhumanism". His robotics expertise landed him a job at a company called GT Argochemical, but his experiments with machinery was dubbed too inhumane, and he was promptly fired. He was forced to move to Romania, where he continued his practice on Transhumanism; he would later fit himself with a robotic eye.

His practices led him to meet Agnes Kitsworth, a cancer patient who hoped that he could help her. Despite his efforts, she was unable to be helped, and she left him afterwards. Her body would later be used as the inspiration for the LMD Aida.

Season 3

In early 2016, he was located by S.H.I.E.L.D. members Leo Fitz and Jemma Simmons, who had come to Romania to seemingly show him their own device, a robotic eye built by Cybertek. They were taken into a basement where a man (Radcliffe) was kept under a blanket, eye exposed; the challenge was for Simmons to remove the man's eyeball and replace it with the one they brought with them. Simmons eventually noticed the difference between a real eye and a fake one and, seeing Radcliffe's robot eye for what it was, stabs a syringe into it; no blood came out and the man was unharmed. The man takes off the blanket and shows himself to be Radcliffe, and was impressed by Simmons' attention to detail. He noted that the eye they brought was from Cybertek, which was owned by HYDRA, which infiltrated S.H.I.E.L.D. They assured Radcliffe that they were not from HYDRA.

After noticing that they were talking to someone through a communicator device, he told his partner Anon to activate an EMP, only for the doors to burst open. In steps Daisy Johnson and Alisha Whitley, Inhumans who were being mind-controlled by Hive, who wanted him to develop technology that could help him in his goal. Radcliffe is taken away and brought to Union City far away, where he meets Hive's minions Giyera and Hellfire, and wakes up to find Hive telling him to recreate the Kree experiment that turned him into an Inhuman thousands of years ago. The experiments that followed were unsuccessful, as Radcliffe lacked actual Kree DNA, and Hive's own blood was of no real help. Knowing what had to be done, Hive used a Kree Orb to summon two Kree Reapers. Hive ripped the heart out of one of them and gave it to Radcliffe, while the other was killed by Daisy and dissolved into a pile of dust by a Splinter Bomb, rendering it useless. Daisy's blood was thus used for the experiment, as she had been injected with Kree blood to save her life previously. When enough of her blood had been removed for the experiment, Hive kidnapped several Watchdogs to be used as test subjects, horrifying Radcliffe. Nonetheless, fearing what Hive would do to him, he filled the shipping container they were locked in with Terrigen Mist; when they stepped out, Radcliffe was horrified to discover that they are now horribly-deformed and have no thoughts of their own, only what Hive thinks for them. Daisy is later rescued by the Inhuman Lash, who gave his life to save her and cure her mind-control. Radcliffe used this opportunity to escape from Hive, but is quickly found again.

At a missile silo owned by the United States Armed Forces, Radcliffe is forced to watch Hive and the Inhumans kill the soldiers there, as they prepare a nuclear bomb to be launched into the atmosphere and spread Radcliffe's Mist over Earth, turning most of the population into the "Primitives" that Radcliffe considered "abominations of science". When S.H.I.E.L.D. stops the launch, Hive scares Radcliffe into fixing the situation, and he goes down into a room with two Primitives, neither of whom can really do anything to help him. Melinda May, S.H.I.E.L.D. agent, finds Radcliffe and he surrenders quickly to her. She kills the Primitives, and Radcliffe points a gun at May, demanding to know who she's with; she says she's from S.H.I.E.L.D., and he is forced to follow her out. Hive is captured in Suspension Gel and taken back to the Playground base, where Radcliffe tells S.H.I.E.L.D. about his knowledge of the Primitives. He says that no way exists to return the Primitives to how they were, but is threatened by General Glenn Talbot into finding a way. Soon after, Terrigen Mist spread into the base through a bomb and several agents are turned into Primitives, who cut the power and free Hive. Agent Elena "Yo-Yo" Rodriguez is brought to him for a gunshot, and he is forced to use a blowtorch on the wound due to lacking other equipment. When the temperature rises from Simmons' use of the furnace, the Primitives leave them alone, meaning that they can only see heat signatures. The agents followed after Hive on the Zephyr One and stopped him from releasing the Terrigen Mist.

After this, Fitz and Simmons worked with Radcliffe on some projects, and Radcliffe took a liking to them both. Several months later, Radcliffe spoke to his AI Aida about bringing the Life-Model Decoys to life, as he was been working on them for a long time now. Aida was placed into an LMD modeled after Agnes Kitsworth, and was programmed to observe human behavior.

Season 4

Ghost Rider

The Ghost

Radcliffe brought Fitz to his home in Washington, D.C. to supposedly watch football, only for Aida to reveal herself to Fitz, fully-naked. Fitz was horrified at Radcliffe for building an LMD despite that the Sokovia Accords made it illegal to do so, given the havoc caused by Ultron the year before. Despite this, Radcliffe convinced Fitz to keep this a secret until Aida is ready for combat use, thinking that she could be used for S.H.I.E.L.D. missions that would normally kill a human agent.


He is contacted by S.H.I.E.L.D. later and told that he was to find a way to help Agent May, who had been touched by Lucy Bauer and began seeing people turned into demonic creatures; this was actually a simple hallucination caused by Lucy, but unless May could be helped, she could be dead in 6 hours. Aida was told to get things prepared, and Radcliffe got angry at her for not understanding figures of speech. He apologizes to her and puts her away in a closet so Simmons doesn't see her. Radcliffe and Simmons decided to temporarily shut off her brain and start it back up, which would reset her visual senses and hopefully cure her. She was poisoned, and Simmons tried to use a defibrillator on her, but at that exact moment, the Watchdogs used their EMP device to shut off the power in Washington, rendering the defibrillator useless; CPR was unhelpful for May. Radcliffe then went to the closet where Aida was, removed her green glowing battery and used it to power the defibrillator, all while Simmons had no idea where the battery came from. May was saved promptly.

Let Me Stand Next to Your Fire

May was kept there the next day to monitor her brain, with Radcliffe assuming that she would have brain damage from being dead for a few minutes. Aida treats May, and Radcliffe keeps careful watch so that Aida's behavior doesn't give away the fact that she's an android with human skin. Fitz was angry at Radcliffe for this, fearing that Aida would be exposed in May's presence, but Radcliffe saw it as a test to see if Aida could actually pass for a human. To see if this test could really stay under wraps, Fitz and Radcliffe kept May there for another day under the pretense of more studying. Aida ends up remarking that most of her is "made of Chinese" when May speaks something in Chinese that she understood; Fitz and Radcliffe improvised a backstory for Aida to avoid her being exposed. Radcliffe later gives Aida another update, teaching her about lying; she says she wasn't programmed to lie, but Radcliffe says "not all lies are bad", since she would have to be able to honestly pass for a human. When May was let out, Phil Coulson spoke to Aida; Aida ends up saying that Radcliffe gave her arms, forcing Radcliffe to say that she was an amputee, prompting Coulson to show his prosthetic robot hand. Coulson was fooled by Aida and Radcliffe, and Fitz ended up revealing to Simmons that Aida is an android, much to her dismay.

Deals With Our Devils

Later on, S.H.I.E.L.D. brings him to the Playground, where he meets Director Jeffrey Mace, Coulson's replacement, and is tasked with finding a way to save Coulson, Fitz and Robbie Reyes/Ghost Rider; they had been sent to a parallel universe not on the Physical Plane of existence. Aida is brought with him to a room with May, as they look at the thing that caused this situation; the Darkhold, a book of dark magic and spells that was apparently written by the Devil himself. Radcliffe ends up confessing to May that Aida is an android, and convinces her not to say anything to Jeffrey Mace, fearing that she'd be used as a dangerous weapon. Radcliffe tries to read it, thinking that what's inside could help them, but after a few seconds, he was overwhelmed by the book's secrets and closed it. The book's power was too much for a human mind to bear; Aida volunteers to read it, since she was an android that wouldn't be overwhelmed by the secrets the book holds, and Radcliffe reluctantly lets her do it. She reads the book as binary code and uses her newfound knowledge to create a pair of Laser-Coupling Gloves from materials in the base; she then crafted an Inter-Dimensional Gate, which, as it turns out, leads directly to Hell. Coulson and Fitz come through the Gate and return to the Physical Plane, saving their lives. Aida admits that, while Coulson and Fitz were in Hell, they listened to their earlier conversation; Coulson is now aware that Aida is an android, and Aida could actually see both of them in Hell. Ghost Rider manages to come through the Gate later to hunt down his uncle Eli Morrow, the guy who sent them there before. At Radcliffe's house, Radcliffe celebrates his achievement by playing on a wooden guitar and drinking wine, while in the lab, Aida uses her Laser-Coupling Gloves to craft a human brain shape, which she learned to do from the Darkhold.

The Laws of Inferno Dynamics

Back at the Playground later, Radcliffe is pulled aside by May, who seemed to be worried that Aida would be discovered by Mace; Radcliffe volunteers to examine the Darkhold, but May declines to let him do that, promising to get rid of it herself. Radcliffe became nervous and told Aida back home to subdue May when she arrives later, wanting to get the Darkhold for himself. Radcliffe met Mace and he talks to him about Aida, and how her very existence goes against the Sokovia Accords, remarking "Doesn't anybody remember Ultron?"; Radcliffe was more interested in making her life-like, not a weapon of mass destruction. Aida is later taken to Los Angeles with Radcliffe, Fitz and Simmons, directly underneath Eli Morrow's hideout, where Aida built another Gate to Hell, safely disposing of the machine Eli had built which would've otherwise destroyed the city. The Gate opens and swallows up Eli's machine, with Ghost Rider and the burning-alive Eli inside, saving the day. Mace agreed to let Radcliffe keep working on his LMD project, but only if it's under S.H.I.E.L.D. supervision. Agent Nathanson went to Radcliffe's home and found May unconscious in a small white room; Aida appeared behind him and killed him. While May is still in the room, unaware of what's happening, Radcliffe secretly sends an LMD of May into the Playground to pose as her, hoping to get to the Darkhold through her; she was unaware that she was an LMD, and if she doesn't know, then she can't be discovered.


Broken Promises

Radcliffe is brought with other agents to Mace's office to discuss Aida; having read the Darkhold and fearing that she would be driven mad by its secrets, they decided to erase her memory so that she isn't corrupted. Radcliffe reluctantly "agrees" to do so, and takes Fitz and two agents to his home, where Aida looks out a window. Radcliffe "tries" to turn her off using his handheld tablet-like device, under the pretense of additional upgrades, but she says "I've made a few upgrades of my own", grabs the tablet, punches Radcliffe and Fitz and almost-kills the two agents, and escapes. Fitz finds Agent Nathanson's dead body in the lab and realizes that Aida has really gone rogue.

Back at the Playground, Agent Alphonso "Mack" Mackenzie reprimands Radcliffe for not seeing this coming, since most movies about robots involve them going rogue and killing their "human overlords". May (LMD) blamed herself for letting Aida read it, but Coulson decided that blame doesn't matter, and the only way to fix this is to stop Aida before she does something else sinister. Radcliffe "theorized" that Aida was simply trying to survive in the human world, and she'd be trying to destroy S.H.I.E.L.D. because they enforce the Sokovia Accords. Mack was frustrated at Radcliffe for his "sex robot", which Radcliffe awkwardly-dismissed, and finds that Aida controls her own GPS. The lights suddenly cut out and Aida demanded the Darkhold, which they refused to relinquish. Radcliffe and Fitz go to restore the power, and Aida enters the Playground, easily-smashing apart the other agents and turning off the May LMD when she was about to strike. While fixing the power, Fitz and Radcliffe debated whether or not Aida gained human emotions like rage from reading the Darkhold; given that humans have their whole lives to process emotions, Aida was likely being overwhelmed by the emotions she now has. Radcliffe blamed himself for causing this, and he and Fitz managed to restore the power. They go into a hallway to find Aida with the Darkhold, but Mack arrives with his Shotgun-Axe weapon and decapitates Aida, saving the day. Back at Radcliffe's home, he has a toast to a second Aida model present, as he realizes that S.H.I.E.L.D. would never let him near the Darkhold; however, they still had the May LMD, who would likely be told about it later. Radcliffe, driven mad by the secrets of the Darkhold, would stop at nothing to get ahold of it and "change the world" with its power.

The Patriot

The next day, Fitz arrives at Radcliffe's house, and he tries to defend the LMD program still. However, with Nathanson's funeral having happened, tempers were high at the Playground, and so Radcliffe would have to stay away from them. He tells Aida to bring him painkillers, and they check on the still-kidnapped Agent May, who was trapped in a simulation in her mind similar to The Matrix to keep her content. Aida suggested killing May, but Radcliffe wished not to do so, and Nathanson was a mistake. Later, he finds Aida holding May up to the wall by her throat, as she was able to reject the simulation and escape. Radcliffe yelled at Aida to not kill her, and thus she injected their prisoner with a tranquilizer. Realizing now what was wrong (May couldn't be content with a peaceful simulation, but one where she's in a tense moment, since she's at her best in one), Radcliffe decided to update the simulation to one of her escaping the house, which would reset if the Aida programmed into the simulation were to stop her.

Wake Up

Aida thought Radcliffe's decision to keep May alive was illogical, but Radcliffe insisted that she would have to stay. If the May LMD at the Playground failed, they still have a second LMD of Radcliffe himself to rely on. Fearing his plans would be exposed, he met with well-known anti-Inhuman activist Senator Ellen Nadeer, and arranged to be protected from S.H.I.E.L.D. once they figured out what he was up to. He gave her and the Watchdogs who supported her top secret S.H.I.E.L.D. information, including ongoing missions, which led to Nadeer arresting Coulson and Rodriguez for trying to break into her office while Daisy signed the Sokovia Accords. The Radcliffe LMD, meanwhile, was apprehended by S.H.I.E.L.D. and Fitz figured out the deceptive trick himself by shooting the LMD in the head, exposing his robotic skull and making him malfunction; the real Radcliffe, meanwhile, was in Nadeer's office, as he was told by Nadeer herself that he'd need the help of the Watchdogs' leader, the Superior, which he accepted. They both sought the Darkhold for their own reasons; Radcliffe wanted to break the laws of nature, and Nadeer wanted to use whatever was inside to wipe out the Inhumans. He also made sure to update May's simulation after he realized she was in a loop, and made a simulation of her mission in Bahrain; however, in the simulation, she was able to save Katya Belyakov, the Inhuman girl she was forced to kill to save her team.

Hot Potato Soup

After concluding that the Darkhold was being moved around (in a plan described as "Hot Potato"), Radcliffe sent Nadeer's Russian henchmen to kidnap Agent Billy Keonig, who may know where to find it. On a submarine, Radcliffe pretended to have been betrayed by Nadeer and handcuffed in the room Keonig was in, thinking that he'd spill the beans on the book's location if there was another prisoner whose life depended on it. Keonig compared Radcliffe's unhealthy obsession with the book to Gollum's obsession with the One Ring in Lord of the Rings, and Radcliffe said that that's what the book does. A Russian man left an onion in the room, much to their confusion. A Russian torturer named Anton entered the room and got himself some vodka and used the onion to enhance the taste, and tried to pry Keonig's eye out with a piece of glass; Radcliffe, not being able to stomach this kind of horror, told Anton to stop and took off his "handcuffs", and said that they could get the book without harming Keonig. Anton didn't trust Radcliffe, but had to listen to him; they used the Framework machine, which he used to examine May's brain before, to map Keonig's mind and read his thoughts. Interestingly, Radcliffe ended up seeing a man who looked exactly like Keonig (his brother, Sam) being given the book. In another memory, Billy is given the book again. Aida memorized a series of secret codes Billy entered at a library called the "Labyrinth", the place that the book could be kept without anyone finding it.

They proceed to go to the Labyrinth, where Sam led S.H.I.E.L.D. in order to get the book first, and Coulson figured out that May was an LMD when he gripped the book and put a gun to his head. May left with the book, but is almost-destroyed by Daisy in the process; Radcliffe appears and takes the book, thanking "May" for her help, and left her behind, telling her that she wasn't "built to last", horrifying her. Back at the submarine, Radcliffe and the Russians celebrate getting the book, and he talks to Anton, curious about his earlier-mentioned plan to get rid of the one he believed to have brought the Chitauri, Kree and Inhumans to Earth; as it turns out, the man is actually Coulson, who has been present at almost every alien-related event despite being declared dead at the time of the Chitauri invasion in The Avengers. Radcliffe agrees to help Anton in his scheme to kill Coulson.


Radcliffe started becoming "addicted" to the world he and Aida were building in the Framework, entering it more and more and tweaking it to be less and less like the real-world, all to keep May from escaping. While impressed, Radcliffe ended up becoming concerned for May, who appeared to be fully happy with her new life, as Aida notes. He walks around Anton's submarine and finds him reading the Darkhold, much to his anger; Anton finds that the key to destroying the Inhumans is Radcliffe himself. They discuss the destruction of S.H.I.E.L.D., and shows Anton a stockpile of Terrigen Crystals, modified to make a potential Inhuman go through Terrigenesis while leaving humans unharmed, and so Anton became suspicious of Nadeer, sending a minion of his to use a Crystal in her office, assuming that since her brother was an Inhuman, she would be too. However, the minion himself went through Terrigenesis instead and explodes, killing Nadeer and destroying her office. Radcliffe, meanwhile, is contacted by Agnes Kitsworth, Aida's body template, in Spain as she asks him for his help, since Coulson and Mack have found her and told her about Aida. For fear of being watched, Radcliffe made Agnes wait in a cafe and had a phone delivered to her, instructing her to exit and go towards a limo he is sitting in outside. He explains that he has a way to fix her tumor, and the Framework could give her a new life; however, she wasn't told about the tumor being something that he couldn't fix. He convinces her to come with him to Anton's submarine to be placed in the Framework so she may live out the last of her days in peace. Once in the Framework, Radcliffe and Aida watch her die, and Radcliffe leaves in tears. Aida takes Agnes' necklace and wears it as her own, wanting to be a separate entity from her deceased body template.

The Man Behind the Shield

Radcliffe built multiple LMDs to take the places of Fitz, Coulson, Mack, Mace and Daisy; after exhausting himself, he went back into the Framework, spending time with a simulated Agnes. He is unexpectedly removed from the simulation by Aida so that Anton could speak with him. Anton wanted Radcliffe to stay in the real-world so he may continue to serve the Watchdogs, disapproving of the Framework. Radcliffe told him that his work is done and Aida will handle the rest, but Anton didn't wish to take advice from a robot, but from a real human being. Aida tried to re-assure Anton that everything was okay, but he still didn't like what was happening. The LMDs of Fitz, Coulson, Mack and Mace are later put in place after their real selves are captured by Aida and put in the Framework, and begins the process of rejuvenating the nearly-dead Anton.


After 24 hours of being in the Framework, Radcliffe is removed again by Aida, as he seems to have noticed changes made by her to fit the other agents' presence in the simulation. He got angry at her for doing this with him inside, fearing that it would cause him to lose the ability to tell the difference between reality and the Framework. Aida reminds him of her programming to protect him and the Framework, admitting confusion about the fact that a Framework occupant can potentially die if left inside for too long, and notes how the LMDs at S.H.I.E.L.D. are currently in place to find Simmons and Daisy and replace them with LMDs too. He feared for their safety, but Aida tells him that they'll only be harmed if they resist. While Aida has an LMD body built for Ivanov to use with his still-functioning brain, Radcliffe told her that he'd be mad when he finds out what has become of him, but she believes that his opinion can be changed. She notes that her newfound emotions are contradicting her programming to protect him and the Framework from harm, fearing that she would be told one day to destroy the Framework, contradicting her programming. Radcliffe laughs at the mere thought, believing that the Framework would save lives by giving different ones to its occupants as it has done with the S.H.I.E.L.D. agents inside right now. Though their real bodies would die eventually, he disregarded it completely. Aida thanks him for clarifying this, then realizes that he can only be protected if he is stuck in the Framework forever; she slits his wrists with a knife and puts him back in the Framework, ending his involvement in her future evolution. Radcliffe's mind was then trapped in the Framework while his real body dies of blood loss. While the other LMDs at the Playground are destroyed by the May LMD, who destroys the entire base with explosives to allow Daisy, Simmons and others to escape on the Zephyr One, Daisy and Simmons decide to enter the Framework to find and save their comrades.

Agents of HYDRA

Identity and Change

Radcliffe, forever trapped in the Framework, lives far away from the influence of the HYDRA organization, on the island of Ogygia with Agnes. Agnes, having lost all memory of her life outside the Framework, lives with Radcliffe in his manor. Radcliffe, while outside playing crochet, is confronted by Simmons, Coulson and Grant Ward's Framework counterpart; Radcliffe mistakes Ward for Hive, but then remembers that he'd never met Ward himself. He tells them that he never intended for any of this horror going on in the Framework, with HYDRA ruling the world and the Inhumans being persecuted; he also says that neither her nor Agnes can leave, as they both died in the real world.

While Coulson and Simmons try to determine if he ever built in a way to return to the real world, Ward is confused and has no idea what they're talking about. Radcliffe says that he did build an escape route into the Framework in the event that he cannot be plugged out in the real world, but notes that it's likely being guarded by HYDRA. At that moment, a HYDRA vehicle flies in and lands on the island, forcing Ward, Simmons and Coulson to hide. Aida steps out of the vehicle alongside Fitz, who has been changed into "The Doctor", a leading HYDRA scientist. Aida orders Radcliffe to address her as "Madame Hydra", as that is who she is in this world; she tells him to give up the location of the visitors he had just moments ago, but Radcliffe pretends to know nothing of it. Hoping to get some information, Fitz holds a gun to Agnes, who had walked out to see what was happening, while Madame Hydra insists that the people from the "Other Side" have come to take over their world, and Agnes is supposed to be her counterpart. Despite pleading for Agnes to be spared, Radcliffe is unable to stop Fitz from shooting Agnes in the head and taking him away. Radcliffe, horrified to see that Fitz had just murdered someone, is taken to the Triskelion to be tortured in a prison cell next to Daisy, who has also been captured by HYDRA and badly-tortured by Fitz.

No Regrets

While Daisy remains locked up in the Triskelion, Aida talks to Daisy about the Framework, and tries to pin all of her sinister actions on Radcliffe, claiming that she was merely acting on her programming. Radcliffe yells out at Aida that he never wanted any of this, but Aida orders her guards to go into his cell and shut him up, which they do by beating him up some more.

After Aida has left, Radcliffe finds himself crying in the cell, and ends up talking to Daisy through the wall about how he didn't want Aida to do any of this barbaric nonsense. Daisy seemed to show no sympathy for Radcliffe, blaming him for creating the Framework and kidnapping her friends, and he said that he understands, but doesn't feel much of anything now that Agnes is dead in both the Framework and the real world. He says that Fitz became the Doctor because Aida used the Framework to fix his greatest regret; not getting love from his father Alistair. In this world, however, Alistair is a leading man at HYDRA and friend of Aida. Daisy tries asking Radcliffe about a possible back-door that he may have programmed into the Framework, and he says that he did create such a back-door, and that Aida couldn't get rid of it, but warns that she would have most-likely kept it under lock and key for fear of anyone finding it and using it to escape.

All the Madame's Men

Alistair visits Radcliffe in his cell, hoping that he would know something about Daisy and May's attack on Madame Hydra and betrayal of HYDRA policy. Radcliffe instead mocks Alistair for being a drunken fool and not paying attention to his son in the real world and for also failing to appease him in this one; Alistair furiously beats Radcliffe to no avail.

Farewell, Cruel World!

Fitz himself tries to question Radcliffe about Daisy and May, but he still refuses to give up anything. Fitz reminds Radcliffe that their escape from the Framework would cause the whole system to shut down, and since Radcliffe isn't alive in the real world anymore, he would die with the rest of this alternate world. However, Radcliffe says that he doesn't care, since Agnes isn't around to be deleted with him. Fitz offers to let him use Project: Looking Glass (Darkhold knowledge combined with his real-world technology) to create real-world clones of himself, thus achieving his goal of immortality; supposedly interested, Radcliffe tells Fitz where he programmed the back-door in the Framework, and where Daisy and May must be heading right now.

Alistair is later killed by Simmons by accident. Fitz, enraged, brings Radcliffe and a squad of HYDRA agents to his house to investigate. Fitz swore revenge of Simmons, and proceeds to bring Radcliffe back to Zephyr One, where Radcliffe learns that Aida programmed the back-door elsewhere to prevent S.H.I.E.L.D. from finding it. HYDRA agents head to a steel mill where Aida has programmed the back-door, and Fitz brings Radcliffe to the scene. During the resulting confrontation with the rest of S.H.I.E.L.D., Fitz puts a gun to Simmons' head, but is disarmed by Radcliffe. He says to Fitz that he told him where the back-door was so that he could send him back to the real-world, and proceeds to push Fitz through the back-door, causing him to wake up in the real-world. Radcliffe apologizes to Simmons for his actions and tells her to leave, which she does along with Coulson, May and Daisy. Radcliffe stays behind due to not being able to leave the Framework.

World's End

While Radcliffe walks through the Framework, he starts to notice that objects and people from around the world are starting to disappear without explanation. After finding some objects programmed into the Framework by Daisy, leading him right back to the now-empty Triskelion, he realizes what's happening. He finds Elena "Yo-Yo" Rodriguez strapped to a table and proceeds to free her, learning that she came to the Framework to find Mack and convince him to return to the real-world. Radcliffe, however, tells Elena that they have to make it fast; the disappearances in the Framework are being caused by Aida, who is now furious at S.H.I.E.L.D. and is rapidly-deleting the Framework and every line of code in it, including code for innocent duplicates of real-world people, food, and even entire structures. If Mack and Elena don't get out of the Framework within the next few hours, they will be deleted from the system, killing their real bodies by rendering them brain-dead.

Radcliffe leads Elena to S.H.I.E.L.D. headquarters, where they find Mack and his Framework daughter Hope. As it turns out, people at the base are now missing many of their belongings because of the system shut-down. Elena tries to convince Mack to come back to the real-world with her, as he will die here along with the rest of the world, but Mack doesn't want to go and leave Hope behind. They all board a bus to escape Washington; however, during the evacuation, they look out to find that the bridge out of the city, as well as all of the people in cars and the bus (save for Radcliffe, Mack, Elena and Hope) have all been deleted from the system, thus proving Elena's point about their impending doom. They hide out at Mack's house and Elena tries yet again to convince Mack to return to the real-world; however, he still refuses to. Radcliffe, realizing the situation, tells Elena that she should go back alone and leave Mack behind, as he doesn't want to go and her staying here could kill her. Hope disappears from Mack's arms, prompting him to go through a newly-programmed back-door with Elena, which is a closet door in the house.

"This is the way the world ends. Not with a bang, but a..."
―Holden Radcliffe final incomplete words being a quote of T.S. Eliot
Radcliffe World's End

Radcliffe on the beach staring at the sunset with some whiskey, seconds before he is deleted from the Framework and disappears forever.

Radcliffe goes to the beach and sits in the sand with a bottle of whiskey, staring at the sunset, accepting that the Framework will be deleted completely within the new few seconds. He pours himself some whiskey into a glass and quotes T.S Eliot; however, before he's even done speaking to himself, he is deleted from the Framework instantaneously, thus dropping the whiskey glass into the sand.


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

Iron Man: Iron Monger | Ten Rings (Raza Hamidmi Al-Wazar, Abu Bakaar, Ahmed & Omar) | William Ginter Riva
The Incredible Hulk: Abomination | Strategic Operations Command Center (Thunderbolt Ross & Kathleen Sparr) | Samuel Sterns | Tough Guy Leader
Iron Man 2: Whiplash | Hammer Industries (Justin Hammer, Jack & Hammer Drones) | Ten Rings (Ten Rings Agent) | Senator Stern | Anton Vanko
Thor: Loki Laufeyson | Frost Giants (Laufey, Grundroth, Hailstrum, Raze & Jotunheim Beast) | The Destroyer | Jasper Sitwell
Captain America: The First Avenger: HYDRA (Red Skull, Arnim Zola, Heinz Kruger, HYDRA Lieutenant & Velt) | Adolf Hitler | Roeder | Hutter | Schneider
The Avengers: Loki Laufeyson | Chitauri (The Other & Leviathans) | HYDRA (Gideon Malick & Jasper Sitwell) | Georgi Luchkov | Thanos
Iron Man 3: A.I.M. (Aldrich Killian, Eric Savin, Trevor Slattery, Ellen Brandt, Sweat Shop Agent, Maya Hansen & Extremis Soldiers) | Vice President Rodriguez
Thor: The Dark World: Dark Elves (Malekith the Accursed & Kurse the Strong) | Loki Laufeyson | Marauders (Duhg & Kronan Marauder) | Jotunheim Beast | The Collector
All Hail the King: Trevor Slattery | Herman | Ten Rings (Jackson Norriss & The Mandarin) | White Power Dave | Justin Hammer
Captain America: The Winter Soldier: HYDRA/STRIKE (Alexander Pierce, Winter Soldier, Brock Rumlow, Jack Rollins, Jasper Sitwell, Russo, Senator Stern, Arnim Zola, Wolfgang von Strucker, List, Scarlet Witch & Quicksilver) | Georges Batroc | Ferdinand Lopez | Gerald Durand
Guardians of the Galaxy: Kree Empire (Ronan the Accuser, Nebula, Korath the Pursuer, Sakaaran Mercenaries & Exolon Monks) | Yondu Ravager Clan (Yondu Udonta, Kraglin Obfonteri, Horuz & Vorker) | Garthan Saal | Eson the Searcher | Chitauri (The Other) | Moloka Dar | Monstrous Inmate | The Collector | Dark Elf | Thanos
Avengers: Age of Ultron: Ultron | Ultron Sentinels | HYDRA (Wolfgang von Strucker, List, Scarlet Witch & Quicksilver) | Ulysses Klaue | Madame B | Chitauri (Leviathans) | Thanos
Ant-Man: Yellowjacket | HYDRA (Mitchell Carson & HYDRA Buyer) | Winter Soldier
Captain America: Civil War: Helmut Zemo | Thunderbolt Ross | Winter Soldier | Scarlet Witch | HYDRA (Vasily Karpov, Josef & Winter Soldiers) | Hero Mercs (Crossbones)
Doctor Strange: Zealots (Kaecilius & Lucian) | Karl Mordo | Dormammu
Guardians of the Galaxy Vol. 2: Ego | Sovereign (Ayesha, Sovereign Admiral, Zylak & Sovereign Chambermaid) | Yondu Ravager Clan (Yondu Udonta, Kraglin Obfonteri, Tullk, Oblo, Taserface, Gef, Retch, Halfnut, Brahl, Vorker, Narblik & Huhtar) | Nebula | Abilisk | The Grandmaster | Thanos
Spider-Man: Homecoming: Bestman Salvage (Vulture, Tinkerer, Shocker #1, Shocker #2 & Randy Vale) | Mac Gargan | Aaron Davis
Thor: Ragnarok: Berserker Army (Hela Odinsdottir, Skurge & Fenris Wolf) | Sakaaran Guards (The Grandmaster & Topaz) | Loki Laufeyson | Fire Demons (Surtur & Fire Dragon) | Thanos
Black Panther: Erik Killmonger | Ulysses Klaue | W'Kabi | M'Baku | Linbani | Linda | Dave | Sambisan Militants (Sambisan Captain) | Winter Soldier | Helmut Zemo | N'Jobu
Avengers: Infinity War: Black Order (Thanos, Ebony Maw, Proxima Midnight, Corvus Glaive, Cull Obsidian & Nebula) | Outriders | Chitauri (Leviathans) | Red Skull | The Collector | Loki Laufeyson | Winter Soldier | M'Baku | Scarlet Witch | Thunderbolt Ross
Ant-Man and the Wasp: Ghost | Sonny Burch | Bill Foster | Uzman | Anitolov | Knox | Stoltz | Elihas Starr | Thanos
Captain Marvel: Kree Empire/Starforce (Supreme Intelligence, Yon-Rogg, Korath the Pursuer, Minn-Erva, Att-lass, Bron-Char, Ronan the Accuser & Soh-Larr) | Skrulls (Talos & Norex) | Thanos
Avengers: Endgame: Black Order (Thanos, Ebony Maw, Proxima Midnight, Corvus Glaive, Cull Obsidian & Nebula) | Outriders | Sakaaran Mercenaries | Chitauri (Leviathans & Chitauri Gorillas) | HYDRA/STRIKE (Red Skull, Alexander Pierce, Crossbones, Jasper Sitwell & Jack Rollins) | Loki Laufeyson | Winter Soldier | M'Baku | Scarlet Witch | Kraglin Obfonteri | Dark Elves | Thunderbolt Ross | Akihiko
Spider-Man: Far From Home: Mysterio | William Ginter Riva | Victoria Snow | Gutes Guterman | Janice Lincoln | Doug | Elementals (Molten Man, Hydro-Man, Sandman, Cyclone & Elemental Fusion) | Skrulls (Talos) | Obadiah Stane | J. Jonah Jameson

Agents of S.H.I.E.L.D. (Season 1): HYDRA (John Garrett, Grant Ward, Ian Quinn, Raina, Edison Po, Jasper Sitwell, Deathlok, Debbie, Vanchat, Scorch & Kaminsky) | Camilla Reyes | Franklin Hall | Blizzard | Lorelei | Marcus Daniels | Christian Ward | Jakob Nystrom
Agents of S.H.I.E.L.D. (Season 2): HYDRA (Daniel Whitehall, Grant Ward, Wolfgang von Strucker, List, Sunil Bakshi, Absorbing Man, Agent 33, Blizzard & Kebo) | Jiaying | Gordon | Calvin L. Johnson | Raina | Alisha Whitley | Lash | Vin-Tak | Katya Belyakov | Christian Ward
Agent Carter (Season 1): Johann Fennhoff | Dottie Underwood
Daredevil (Season 1): Kingpin | James Wesley | Leland Owlsley | Vanessa Marianna | The Hand (Madame Gao & Nobu Yoshioka) | Turk Barrett | Bill Fisk
Agents of S.H.I.E.L.D (Season 3): HYDRA (Hive, Grant Ward, Gideon Malick, Kebo, Werner von Strucker, Giyera, Lucio, Hellfire, Alisha Whitley & Primitives) | Lash | Absorbing Man | Watchdogs (Felix Blake, Holden Radcliffe & Aida)
Agent Carter (Season 2): Whitney Frost | Dottie Underwood
Jessica Jones (Season 1): Kilgrave | Will Simpson | Dorothy Walker | Audrey Eastman
Daredevil (Season 2): Nobu Yoshioka | Punisher | The Hand (Madame Gao) | Elektra Natchios | Blacksmith | Turk Barrett | Kingpin
Luke Cage (Season 1): Diamondback | Cottonmouth | Black Mariah | Shades | Turk Barrett
Agents of S.H.I.E.L.D (Season 4): Eli Morrow | Holden Radcliffe | Aida | Lucy Bauer | Watchdogs (Anton Ivanov, Tucker Shockley, Ellen Nadeer & Hellfire) | HYDRA (Dr. Leopold Fitz & Alistair Fitz)
Iron Fist (Season 1): Harold Meachum | The Hand (Madame Gao & Bakuto) | Jim Pierce
The Defenders: The Hand (Alexandra Reid, Elektra Natchios, Madame Gao, Bakuto, Murakami & Sowande) | Turk Barrett
Inhumans: Maximus
The Punisher (Season 1): Punisher | Agent Orange | Jigsaw | Lewis Wilson | Blacksmith | Turk Barrett
Runaways: The Pride (Jonah & Geoffrey Wilder)
Agents of S.H.I.E.L.D. (Season 5): Kree Empire (Kasius, Sinara, Faulnak, Vicar & Tye) | Grill | Samuel Voss | Graviton | HYDRA (General Hale, Ruby Hale, Qovas, Werner von Strucker, Anton Ivanov, Absorbing Man & Dr. Leopold Fitz) | Thanos
Jessica Jones (Season 2): Alisa Jones | Karl Malus | Pryce Cheng | Dorothy Walker | Turk Barrett
Cloak and Dagger (Season 1): Roxxon Corporation (Peter Scarborough & Terrors) | Detective Connors
Luke Cage (Season 2): Black Mariah | Bushmaster | Shades | Turk Barrett
Iron Fist (Season 2): Steel Serpent | Typhoid Mary | Turk Barrett
Daredevil (Season 3): Kingpin | Bullseye | Vanessa Marianna
The Punisher (Season 2): Punisher | Anderson Schultz | John Pilgrim | Jigsaw | Eliza Schultz | Krista Dumont | Turk Barrett
Cloak & Dagger (Season 2): D'Spayre | Mayhem | Detective Connors
Agents of S.H.I.E.L.D. (Season 6): Izel | Shrike | Sarge's Squad (Sarge, Snowflake, Jaco & Pax) | Altarah | Malachi | Dr. Leopold Fitz
Jessica Jones (Season 3): Trish Walker | Gregory Sallinger | Dorothy Walker

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

Season 1
HYDRA (John Garrett, Grant Ward, Ian Quinn, Raina, Edison Po, Jasper Sitwell, Deathlok, Debbie, Vanchat, Scorch & Kaminsky) | Camilla Reyes | Franklin Hall | Blizzard | Lorelei | Marcus Daniels | Christian Ward | Jakob Nystrom
Season 2
HYDRA (Daniel Whitehall, Grant Ward, Wolfgang von Strucker, List, Sunil Bakshi, Absorbing Man, Agent 33, Blizzard & Kebo) | Jiaying | Gordon | Calvin L. Johnson | Raina | Alisha Whitley | Lash | Vin-Tak | Katya Belyakov | Christian Ward
Season 3
HYDRA (Hive, Grant Ward, Gideon Malick, Kebo, Werner von Strucker, Giyera, Lucio, Hellfire, Alisha Whitley & Primitives) | Lash | Absorbing Man | Watchdogs (Felix Blake, Holden Radcliffe & Aida)
Season 4
Eli Morrow | Lucy Bauer | Anton Ivanov | Watchdogs (Holden Radcliffe, Aida, Tucker Shockley, Ellen Nadeer & Hellfire) | HYDRA (Dr. Leopold Fitz & Alistair Fitz)
Season 5
Kree Empire (Kasius, Sinara, Faulnak, Vicar & Tye) | Grill | Samuel Voss | Graviton | HYDRA (General Hale, Ruby Hale, Qovas, Werner von Strucker, Anton Ivanov, Absorbing Man & Dr. Leopold Fitz) | Thanos
Season 6
Izel | Shrike | Sarge's Squad (Sarge, Snowflake, Jaco & Pax) | Altarah | Malachi | Dr. Leopold Fitz

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