Fringe Season 2 Transcripts

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        Manhattan - Accident Scene
(blood-covered, mock George Reed comes to and exits his damaged vehicle. he flees through the crowd and
traffic. he gains access to a nearby apartment building)
SHAPE CHANGER (as George Reed): Excuse me. (politely to Parr in the hallway)
LLOYD PARR: Are you okay?
(Reed then abducts, and kills tenant Lloyd Parr... stealing his physical features in the process. Agents gather
at the accident scene)
FBI AGENT: (standing between the vehicles) It's car v. car. NYPD's taking witness statements now.
AMY JESSUP: What the hell happened to the drivers?
FBI AGENT: Hey. You caught the case.
AMY JESSUP: So who's our man? Who was driving this vehicle? (the agent hands her the classified cover
page from Olivia's personnel file)
       Boston - The Piggly Wiggly
PETER: Walter. Come on. I don't need you to make me anything.
WALTER: (pushing his cart along the aisles) I insist. You know, there's something you don't know about
me, son.
PETER: What's that? That once you enter a grocery store, you never leave again? Ever?
WALTER: No. Before I ever became Chair of Bio-Chemistry at Harvard, which was after Oxford and M.I.
T., I was sous-chef at the Bakersfield Food Lab.
PETER: Sous-chef?
WALTER: Um-huh. Well, technically I worked under Seymour Brodien.
PETER: Am I supposed to know who that is?
WALTER: He invented the Ho Ho!
PETER: (smiling) Of course he did... Walter. I want to leave this place. And I don't need you to make me a
WALTER: I'm not making you a cake... I'm making you a custard. It's my specialty.
PETER: I don't like custard. In fact, I've never liked custard.
WALTER: As a boy, you loved it. You've just forgotten. Friday is your birthday. You deserve something
PETER: Well, for my birthday, can I have 'getting the hell out of here'?
WALTER: We need to celebrate... and make sure Agent Dunham can attend. I want to see her face when
she eats my pudding.
PETER: That's disturbing. (answers his ringing cell-phone) Peter Bishop. (listens) What?
     Manhattan Accident - Olivia Returns
AMY JESSUP: (greeting him after his screeching arrival) Mister Bishop?
PETER: Yeah.
AMY JESSUP: Agent Jessup. Hi.
PETER: Hi. (points) This is my father. Walter.
AMY JESSUP: Yeah. I have a couple of questions for you.
PETER: How bad is she?
AMY JESSUP: We don't know.
PETER: Excuse me? How do you not know?
AMY JESSUP: Can you explain exactly what you do? You're some sort of special consultant...
PETER: Where's Charlie?
AMY JESSUP: I'm sorry, Charlie who?
PETER: Agent Charlie Francis. Where is he?
AMY JESSUP: I believe he's en route from Quantico. I'm the Agent-in-Charge.
PETER: Well Agent-in-Charge... where is Olivia Dunham?
(unnoticed, Walter fiddles with the locked door on Olivia's SUV and gains access)
AMY JESSUP: Witnesses report that after the crash, a man was seen leaving the car on foot... but no one
saw anyone leave the SUV. The doors are still locked, the seatbelts still buckled, the airbags deployed... but
there's no identation - which implies no one was behind the wheel at the moment of impact.
PETER: Did you check to make sure the skid marks match the other vehicle?
AMY JESSUP: Look, you still haven't told me what it is you do. You, Agent Dunham, your father. I
checked with the Field Office. They said that all of you work is...
PETER: ...classified. And that you don't have access. I don't have time for this.
AMY JESSUP: It's not that I don't appreciate petulance, Mister Bishop... (Walter activates switches in the
car and gets strange feedback and sounds) ... but the sooner you cooperate...
PETER: ... I would love to cooperate as soon as you can find me an agent that can actually help me!
(fearful, Walter exits the empty SUV, slamming the door and activating the alarm, everyone turns and stares
as the horn blares and the engine races for a few seconds. then, after a few seconds of silence, Olivia shoots
out of the vehicle through the windshield and tumbles to a stop, well in front of the SUV... and morbidly
       New York General - Saving Olivia
PARAMEDIC #1: (rushing a gurney full of Olivia through the corridor to emergency services. The Bishops
wait - concerned) Female - unconscious - dislocated right hip. Possible brain herniation. BP's jumping - 180
over 20. Pupils are non-reactive.
PARAMEDIC #2: Coding!
ER DOCTOR: Prep her - stat!
BROYLES: (waiting on the front steps) Amy Jessup? Special Agent Broyles. We need to talk about what
happened at that crime scene.
BROYLES: What happened, Junior Agent, is all right here in your report. (hands her the report) A random
traffic accident involving a Federal Agent. No extenuating circumstances, case closed. Sign it, please.
AMY JESSUP: But this girl --
BROYLES: Sign the report, Agent. That's an order. (hands her a pen)
(in the waiting area, Walter fiddles with a vending machine as Olivia's surgeon approaches)
PETER: Walter.
SURGEON: I'm afraid your friend's injuries were too severe.
PETER: Oh, come on.
SURGEON: We were unable to restore any brain function. Patients who suffer this kind of head trauma
simply don't regain consciousness.
WALTER: (dismissive, to the surgeon) Simple. Reductive. Absurd. (hopeful, to Peter) Life and death, these
are relative terms. Contextually defined, dependent on cultural specifics.
PETER: Walter --
WALTER: (about the surgeon) He is undoubtedly indulging in primitive diagnostics. Agent Dunham is not
dead. She's not dead. She's not dead.
PETER: Walter -- she's not. Walter. Walter, wait, stop. (as he follows his father to Olivia)
SURGEON: You can't go back there. Doctor, please. Back off.
WALTER: (after inspecting her medical state) I'm so sorry, Olivia. (sniffles)
       A Quiet Bar - Somber Times
BROYLES: (startling Peter from behind as he approaches the counter) Mind if I join you?
PETER: I'm guessing you don't drink.
BROYLES: (to the barkeep) Double.
PETER: How did you find me?
BROYLES: I work for the F.B.I. Where's your father?
PETER: My father is off in la-la land. Mixed himself up a really nice cocktail of Valium, Haldol, Seconal,
and I think Lorazepam. Astrid is baby-sitting.
BROYLES: I've been called to Washington tomorrow. The efficacy of the Division is being questioned. I've
been informed that our failure to deliver any useable results is unacceptable.
PETER: They're shutting you down? (snickers in disbelief) What were we even doing, anyway? We'd sit
around and wait for somebody to die some grisly, macabre death, or for the entire fabric of the universe to
come shredding apart. We were the clean-up crew, sent in to mop it up and make sure it was all neat and
tidy for the file. We were always too late anyway.
BROYLES: That's not entirely true.
PETER: We were too late for Olivia.
BROYLES: (raises his glass) To Agent Dunham.
PETER: To Agent Dunham. (raises his glass and clinks it to Broyles' glass)
       Olivia's Hospital - Saying Goodbye
PETER: (after parking and entering, he finds a sad friend in a dark hallway) Hey, Rach. When did you get
RACHEL: A few hours ago. Ella's at a friend's house. I didn't want her to remember her aunt like this. She
had a living will. No 'life support'. They're gonna do this in... in the morning, so I've just been sitting with
her, and... do you wanna...?
PETER: Yeah.
RACHEL: You know she liked you, Peter. Did you know that?
PETER: (sighs, exhales, wanders into Olivia's room, sits on the side of her bed) Hey. (breathes deeply)
Goodbye, Olivia.
OLIVIA: (eyes wide open, trance-like) Einai kalytero anthropo apo ton patera toy. (screams and bolts
     Olivia's Hospital - Recovery Room
SURGEON: Can you tell me your name?
OLIVIA: It's Olivia Dunham.
SURGEON: Do you know the year?
OLIVIA: Why am I in a hospital and what is wrong with my leg?
RACHEL: You were in an accident. Do you remember? In New York?
OLIVIA: Is Peter here? I need to see him.
RACHEL: He's here, he's here. (as Peter enters the room)
OLIVIA: I - I went somewhere.
PETER: I know, you went to New York.
OLIVIA: No. Yeah, but no.
PETER: Olivia, look, you were in an accident.
OLIVIA: No, no, I was trying to get somewhere and someone was trying to stop me, but I went there
anyway, and -- (aural beeps from her monitoring equipment increase) Oh, God, what is happening?
SURGEON: Mister Bishop, please, she needs to stay calm.
OLIVIA: He told me something.
OLIVIA: I don't know. I can't remember. But, oh, it was very important. There's something that I have to
PETER: Who, Olivia? Who told you to do what?
OLIVIA: I don't know, but there's something that I have to do, and I...
PETER: What?
OLIVIA: I think that our lives may depend on it.
PETER: Whose lives?
OLIVIA: Everyone's.
SURGEON: (to nurse) Get that beta blocker and get her pulse down.
OLIVIA: Peter, I need my gun. Please, I'm not safe. Somebody hurt me they did this to me. Please, Peter,
my gun. I need my gun. Please, Peter.
     Boston Federal Building - Reception
PETER: (just arriving in the lobby) Excuse me. I need to speak with Special Agent Broyles.
RECEPTIONIST: Agent Broyles is in Washington.
PETER: Uh, then Agent Francis, please, Charlie Francis.
RECEPTIONIST: Sir, what is this regarding?
PETER: I work for you guys. I'm a consultant. I need access to a file on a car accident yesterday in New
York City.
RECEPTIONIST: (inspects his badge and compares it to a computer record) I'm sorry. These credentials
have been revoked, Mister Bishop. (run his I.D. thru a shredder)
PETER: What? Look, lady, you need to help me.
RECEPTIONIST: Please feel free to file a civilian request on our website.
PETER: Web -- no, listen to me. One of your agents is in the hospital, and her life-- and possibly yours,
depends on the work that I need to do, you find me somebody who can help me.
ESCORT: Okay, sir, if you'd exit the building -- (scuffles with Bishop briefly)
AMY JESSUP: (to his rescue) I'll take him.
PETER: (to the escort) I'm with her.
     Amy's Car - Driving to Lexington
PETER: What're you doing in Boston?
AMY JESSUP: You like to fight, Mister Bishop? All that time in Iraq. Mob connections. You've got quite a
combative history.
PETER: You said you were gonna help me get my hands on that file.
AMY JESSUP: It's on the seat behind you.
PETER: What? (reaches back, retrieves the folder and starts to read the contents)
AMY JESSUP: Something wasn't adding up about those skid marks. They were darkest at the back, not the
PETER: So maximum torque farthest away from the incident. That means the driver wasn't slowing down.
AMY JESSUP: He was speeding up.
PETER: Then he must've been waiting.
AMY JESSUP: Those are pictures from the surveillance camera in the parking structure adjacent to the
accident site. George Reed. 524 Littlefield Road. Here in Lexington. We're fifteen minutes away. Alright,
now it's your turn. What's the Fringe Division? What do you people do?
PETER: (somber) Nothing. Not anymore.
       Lexington - Reed's Residence
AMY JESSUP: (kicking open the front door) F.B.I. -- George Reed? Mister Reed? (entering a front room)
Body. (kneels to inspect the corpse) Look at his lividity. If this guy was driving a car in New York, it wasn't
PETER: I need to get a ride for someone.
WALTER: (later, with forensics and investigators in the room) Feel his anus. It's soaking wet. Expansion of
the oral mucosa, the eyes, and the rectum to accommodate rapid fluid loss. If it's a virus, it obviously doesn't
affect birds... (eyes a nearby bird cage) ...or people, at least not quickly. Agent, I need this body taken back
to my lab.
FORENSICS: Hey, lunatic, this body's going to the morgue. (to Amy) Is he crazy?
WALTER: (seeking intervention) Peter?
FORENSICS: Who is the Agent-in-Charge here?
AMY JESSUP: I am. Take it wherever he wants.
WALTER: Lovely.
AMY JESSUP: Is he crazy?
PETER: (under his breath) Oh yeah.
AMY JESSUP: Whatever Fringe Division is or was, F.B.I. says it's been shut down. And yet I just sent you
a body.
PETER: Which does begs the question, why are you doing this?
AMY JESSUP: Just following the case.
PETER: It doesn'pay to bluff a bluffer, Agent Jessup. You know, a lot of people would be scared by this.
Most, actually.
AMY JESSUP: There are more things in Heaven and Earth than are dreamt--
PETER: Oh wow. Really? Butchered Shakespeare.
WALTER: (coming from the house to get permission) Peter. Peter! They said I can ride in the back with the
body. Can I?
PETER: Sure. Of course you can. Stay out of the medications, though. Please.
AMY JESSUP: I think I've been waiting for you people my whole life.
Dusty Shop - New Orders
(the door bells jingle as mock Lloyd Parr enters a businees with many old business machines on display)
STORE OWNER: I'll be with you in just a minute. So what can I do you for?
LLOYD PARR: I'm looking for a Selectric. Selectric 251.
STORE OWNER: Doesn't exist. They never made one. It's 245 straight to 255.
LLOYD PARR: No, no, no. I'm still gonna need the 251.
STORE OWNER: Ah. You're one of them. You know, it's been six years. I just kind of figured that, uh...
(opens cash register, removes key and hands it over) Straight back. Last door. Hey. You -- you tell 'em. I'm
not waiting around forever. (mumbles to himself as Parr walks to the back room) I am not waiting around
(Parr sits at the table with the typewriter he requested and places a sheet of paper in it. He types that he was
successful with his mission and requests to be extracted. He looks at the mirror next to the table as the
reflected image of the typewriter activates without a user)
(On the sheet of paper in the typewriter before him, he sees a reply that he was not successful and he
receives new mission orders)
Walter's Lab - The Tour
AMY JESSUP: (as they prepare to enter the Kresge Building) What are we doing here?
PETER: (walking the halls) As I'm sure you're probably already aware, my father was a scientist, who was
sent to St. Claire's. A mental institution, yes, but there is more. Worse. And some good, too. It's
complicated. But for right now all you really need to know is that this building is where he used to work. He
was working here as a professor. Simultaneously, he was working on a number of top-secret government
projects. We do our thing down here in the lab because, according to him, It's the only place that he can
work. (as the reach the lab door) You're coming up on your last chance to turn back.
AMY JESSUP: Are you kidding?
PETER: Agent Jessup, welcome to Fringe Division. Astrid, Amy. Amy, Astrid. Nice haircut.
ASTRID: Thanks. Hi.
AMY: Hello.
WALTER: Oh, hello again. I need four bunsen burners, eight metal bowls yea big, and a freezer.
ASTRID: The bowls need to be sterilized?
WALTER: It's not for the autopsy. It's for the custard. For Peter's birthday.
PETER: Walter, will you forget about the custard?
WALTER: I refuse. Also - rib cutters, toothed forceps, and a bone saw - for the autopsy. Not for the
(Gene moos)
     Olivia's Hospital - A Friend Visits
CHARLIE: (sitting nearby) I got here as fast as I could.
OLIVIAL: I'm alright. You didn't have to come all this way.
CHARLIE: You're not all right.
OLIVIA: Charlie, I'm fine
CHARLIE: My second year with Brooklyn P.D., one night we get a domestic disturbance call. Partner and I
go over to his house. I'm with the guy, right? And he's, uh... saying it's nothing, you know, just a little
argument. My partner calls from the other room and says that we need an ambulance for the girl. And I just
know the guy beat the crap out of his girlfriend, so I go for my gun, I get him on the ground, and I'm cuffing
him. And I hear a gunshot from the other room. I turn around, and this, uh, bloody girl-- brutalized,
brutalized girl-- is, um... aiming a gun at me. What I didn't know at the time was she had just killed my
partner. She fires. Hits me in my chest. (stands-up and walks closer) Anyway, um... I'm in I.C.U. for six
days. You know, and, um, hospital for two weeks. Kept on telling my wife, 'I'm fine'. I was shaken, and I
was scared. Now, if you're like me, you got a gun underneath your pillow... Peter called me. (smiles) Hey.
You can fool the doctors, kiddo. You can't fool me.
OLIVIA: I don't know what happened to me. I'm so scared. I can't even load it. My hands won't stop
shaking. Charlie, I can't. I can't even load it.
CHARLIE: Hey. You're gonna be alright. It'll be alright.
    Walter's Lab - The Reed Autopsy
WALTER: It's a shame. These lungs were in excellent condition once. Is the half-and-half boiling?
ASTRID: Yeah, just about.
WALTER: Mix the eggs, sugar, and salt in a separate bowl. Please.
PETER: Walter, there's nothing wrong with the blood sample.... What are you thinking?
WALTER: (giggling) It's funny. I love custard, but I hate flan. Which could be an issue of semantics, or
difficulty with the French. Which I doubt, given my near obsession with moules a la creme Normande.
PETER: Well, that's fascinating, but what I actually meant was are there any theories about how this man
WALTER: No, the water expulsion, though dramatic and messy, seems to be a symptom of some other
process. But I stumbled upon something that did the unthinkable. Look inside the mouth. (to Amy) You can
come closer, dear. Look at the soft palate. What do you see?
PETER: There are three markings. Indents like stab wounds. What are they? And while we're at, what do
you mean you stumbled across something that does the unthinkable?
WALTER: It made me remember something.
AMY JESSUP: (to Peter, as Walter loads a VCR tape) Is this you?
PETER: Yeah. My father recently took a little trip down Memory Lane, and for no reason has become
Wildly obsessed with my childhood. He also likes to check and make sure that I'm still breathing when he
thinks that I'm asleep, which is a little creepy.
WALTER: Focus, please. This is an experiment that Belly and I did. We came up with such a spectacular
blend of drugs. One day, Leary came by, and he said, "you're kidding me."
ASTRID: Is this gonna make her head explode or something?
WALTER: Well, in a sense, yes, but not physically. We're trying to augment Her fifth, sixth, and seventh
ASTRID: Throat, Third eye, and Crown.
WALTER: That is correct, Asterix.
ASTRID: Astrid.
WALTER: Communication, speech, clairaudience, cognition, and thought. Spirituality
PETER: You wanted her to see god.
WALTER: (heard on video) who is he?
REBECCA: (seen on video) The man with the machine. The three-- the three nails. The three nails go in the
mouth. There. He is a soldier. From somewhere else. He's.. he's from a place that looks like this, but it's not
here. Oh, he's... he's from another universe, man. Oh, I can see him. He pushes up the machine.
WALTER: (heard on video) He pushes up the machine?
REBECCA: Oh, yes, in the mouth. And then he changes. That's how they change. They're like shape
shifters. That's how they hide. They can look like us. They can look like any of us.
PETER: Astrid. (heading for her computer station) I need you to log on to the joint law enforcement
database. We need to be informed immediately of any corpse that matches that description.
REBECCA: They can look like any of us.
         Olivia's Hospital - Frustration
(still in bed, she attempts to load bullets into the magazine for her service pistol. shaking and angry, she is
unable and fumbles the rounds into her lap)
       Committee Hearing - Washington D.C.
SENATOR: Unsubstantited claims of invasion. Reports of technology run amok. The old "X" designation
and your fringe investigations have been indulgences in the federal budget for over half a century. Well, the
salad days are over, Mister Broyles.
BROYLES: Colonel.
SENATOR: Excuse me?
BROYLES: ...or Special Agent, as you'd prefer, Senator.
NEIL SCHELL: Colonel Broyles. Now look, listen, we all have a job here, and we--
BROYLES: Yes, Senator, I have a job. The same job I have had in three administrations and six wars. To
defend our national security. And I assure you we are not secure. Yes, sometimes a threat is familiar. But I
have come to learn that sometimes it is far worse -- and when it is worse, when the threat is unimaginable,
that is when we are at the door. And you should thank God for that.
NEIL SCHELL: (calmly) Phillip, without something usable, something to support the human and fiscal
cost... I - I'm sorry.
       Steps of the Capitol - Support
NINA: If your appearance is any indication... now I don't have to tell you how important it is that Fringe
Division not be shut down.
BROYLES: I'm not the one who needs convincing.
NINA: But we've tried. I'm afraid that this one is out of our hands. (she steps up to him and kisses him on
the lips) Do what you always used to do, Phillip. Save the day.
Manhattan Morgue - Finding Parr
PETER: Yeah, that's us. Well, her, technically, but say us.
AMY JESSUP: Where's the body that triggered the alert? The one that has the three holes in its mouth?
LAB TECH: It's right over there. (points across the room to an examining table)
AMY JESSUP: Thank you. (approaches the corpse of the authentic Lloyd Parr and reads from a file) They
found this guy two blocks from the accident site.
PETER: The shape shifters must leave the original body behind.
AMY JESSUP: Do you remember the girl from the video? That she said he was a soldier? My father was a
soldier. They do one thing, life or death.
PETER: They stay on mission. These killings weren't random.
AMY JESSUP: Which means this man, this thing, whatever it is, its still trying to accomplish its goal.
PETER: (worried) Olivia. (hurrying toward the exit)
       Olivia's Hospital - Attacked
(mock Lloyd Parr stands outside the hospital with the transfer device in hand. later he stands quietly in a
loading dock area as a nurse gets some sun and sips a beverage. she turns and is startled by his presence)
NURSE: Oh, my god. You scared me to death.
AMY JESSUP: (in her vehicle, on the phone, racing to the hospital. Peter rides along silently) We've sent
his description to hospital security... to dispatch all available agents. If he's there, we'll get him.
(mock) NURSE: (entering Olivia's room and aprroaching her. You're looking better.
OLIVIA: Thank you. I'm starting to feel a little bit more like me.
NURSE: So how's your memory?
OLIVIA: Still all just fragments. I remember going to New York, I remember driving, but I can't seem to
see anything past that.
NURSE: It happens with head injuries. People can lose days before an accident. The best thing to do is just
to keep trying, Olivia.
OLIVIA: I was on my way somewhere to meet with someone, and -- I guess someone hit my car. But--
NURSE: But... ?
OLIVIA: It doesn't make any sense.
NURSE: Mm-hmm.
OLIVIA: It's as if I went somewhere and talked to someone. And then... came back to the accident.
NURSE: Do you remember who you were going to meet with?
OLIVIA: No... Almost. He told me something.
NURSE: What? Go on.
OLIVIA: I can't, uh--
OLIVIA: Something's hidden.
NURSE: Yes. Where?
OLIVIA: I - I can't--
NURSE: Where is it hidden?
OLIVIA: I can't remember.
NURSE: That's really all you know then, isn't it?
NURSE: Okay. (hesitates, then jumps on top of Olivia, appearing to want to kill her)
CHARLIE: (rushing in to Hospital from the parking area) They have surveillance of your suspect entering
the lobby.
PETER: Olivia's room?
CHARLIE: The floor's locked up six ways from Sunday. The only person allowed in is the nurse.
NURSE: (continuing to battle physically with Olivia) Don't fight it. It's over.
(Jessup barges in and fires a round into the nurse. Unphased, the shape shifter, leaps clear of Olivia out of
the nearby window landing three stories below on a sill, then effortlesly jumping three more stories to
ground level)
AMY JESSUP: (from Olivia's window) Agent Francis, suspect is now white female, black hair, scrubs, gray
sweater. She jumped down to the loading dock, she's heading into the basement.
PETER: (entering the room. to Olivia) You okay?
OLIVIA: Go get that bitch.
(in the dark, damp basement, Amy and Charlie search the corridors separately... pistols drawn. Peter joins
the search unarmed. Charlie approaches the roaring furnace, failing to notice the mock-Nurse hiding in the
overhead pipes and wiring. As he passes, the assassin drops to the ground. Charlie fires twice - with
unknown effect)
PETER: (running toward the gunfire, he runs into Amy, and her drawn weapon) Whoa, whoa, whoa.
(hoping not to be shot)
PETER: (approaching Agent Francis and the downed nurse) Charlie! Hey! You okay? You hit?
CHARLIE: (stoic and panting) I'm good.
(Peter examines the nurse and retrieves the device from her side)
       Olivia's Hospital - Flower Delivery
(Peter knocks on her door and enters with a large bouquet)
OLIVIA: So who was she?
PETER: Walter thinks that she was a shape-changing soldier from another universe. He thinks that might be
where you went. Hmm. Do you think it's a bad sign that I can say that out loud and neither one of us thinks
I'm crazy?
OLIVIA: (laughs) She thought I knew where something was hidden.
PETER: No matter what happened to you, and no matter where you went, Walter will figure it out. Olivia, I
need to ask you something. (sits on the edge of her bed)
PETER: Einai kalytero anthropo apo ton patera toy. You said that to me just after you woke up. Do you
remember it?
OLIVIA: No. Latin?
PETER: Mm-mm. Greek. My mother used to say that to me every night before I went to bed.
OLIVIA: (laughs) There really isn't a point where things just can't get weirder, is there? What does it mean?
PETER: It means 'be a better man than your father'. Walter was already gone. It was like a code between my
mother and me. It meant keep your people close. Take care of the people you care about.
OLIVIA: Well you're good at that. (sighs)
PETER: It's good to see you again, Olivia Dunham.
OLIVIA: It's good to see you too.
NURSE: (knocks on door. from the hallway) It's time to check your vitals.
PETER: You should get some rest. (starts to walk out of the room)
OLIVIA: Peter. Is it true that they're shutting us down?
PETER: (confidently) No.
     Steps of the Capitol - Resolve
PETER: (approaching as Broyles starts up the steps) Agent Broyles.
BROYLES: Mister Bishop.
PETER: At the bar, you said they needed to see results.
PETER: Walter says this tech isn't from here. And that it's broken. But it is proof and if they can fix it, they
can have an army who can look like anyone they want them to. You tell them you can get this tech, and they
can have it, but they are not shutting us down. From now on, we're calling the shots. We're done reacting.
We're not gonna be too late anymore. (handing over the shape changing device) After all, somebody's got to
save their asses, right?
BROYLES: You surprise me Mister Bishop.
PETER: Thanks. (as Broyles heads inside)
       Amy's Residence - Fringe Casework
(in comfortable clothing at her computer station, Amy types away. the charred corpse of the genetically
transformed man from the Vertusair crash is on the monitor. on the right side of the monitor, notation of
Fringe Divison cases have brief descriptions and biblical cross references. on her left side, she closes the
bible she has been matching the references too)
       Walter's Lab - Birthday Ambush
(Peter enters the darkened lab and pauses. Gene moos as the lights are turned on for a small surprise party)
WALTER/ASTRID: Happy birthday, Peter!
WALTER: Look. Custard.
ASTRID: Happy birthday, Peter.
(Peter chuckles and accepts a hug from his father)
        Olivia's Hospital - The Furnace
(Charlie Francis removes laundry bags from a laundry cart, revealing the body of --- Charlie Francis --- he
then lifts the nude corpse and throws it into the large furnace)
Lansdale, PA - Gone Missing
(amid the rural cornfields, a construction crew surrounded by stacked sewer pipes is wrapping-up work for
the day. a radio plays faintly in the background)
RADIO: ... coming up on five P.M., and you're listening to WZPZ 720 on your A.M. dial. Don't forget --
Lansdale High plays Hatfield tonight. This cross-town rivalry should make for a great game. Come on out
and support the team. In fact, we've got four pairs of tickets to give away to the first four callers who can
tell me the name of Hatfield's starting quarterback. The lines are open now, so now's your chance.
CO-WORKER: Oh, come on.
RAYMOND: Forgot my gear.
CO-WORKER: Hurry, I don't want to miss kickoff.
RADIO: (faintly) If you see anything or anyone suspicious, please contact Sheriff Golightly's office. All
calls are anonymous. Well, that's it for me. Cheryl Clark is up next to keep you company on the way home.
(easy listening music plays)
CO-WORKER: Let's go, Raymond. What's the holdup?
RAYMOND: (approaches his equipment) Just a second. (becomes distracted with the cornfield, the
scarecrow and - a crow)
(with easy listening Rick Nelson music wafting around, Raymond heads out of the staging area and deeper
into the cornfield. noticing a dark blue anomaly just at the surface, he reaches down to touch it. the anomaly
- a hand - reaches up and grabs him, dragging him underground)
CREATURE: Raah! (the crow caws and a train whistles by)
CO-WORKER: Raymond! Raymond! (searching without success)
Olivia's Hospital - Release
NURSE: There you go. (cuts off her I.D. bracelet)
OLIVIA: Thank you.
NURSE: You take care, Agent Dunham.
OLIVIA: I will.
PETER: Let me get that.
OLIVIA: Peter, I'm fine.
PETER: I know you are.
PETER: (picks-up her cane and inspects it) Well... just looking for the hidden ninja sword.
OLIVIA: (laughs) Well, that one wasn't covered by insurance. Thank you.
PETER: Did you check the drawers?
OLIVIA: No. Anything I've forgotten, they can keep. I don't want to spend another minute here. I'm, uh, no
good at sitting around.
PETER: You're also no good at letting people help you.
OLIVIA: Oh, I'll let you carry my suitcase.
(as they exit the hospital and load into the car, Charlie sits and watches from nearby)
Dark Tunnel - Raymond Suffers
(laying on the ground, legs covered in a dark blue slime, Raymond's legs seem paralyzed. he ignites his
lighter to see where he is. he crawls on his stomach down the tunnel and encounters rotting corpses. a
naked, man-like creature approaches on all fours. unable to crawl away fast enough, Raymond is dragged
screaming... back into the cave.
Busy Urban Street - A New Case
PETER: Did you get me everything on my list?
BROYLES: The F.B.I. signed off on everything you asked for, including new housing for you and your
father. But the C-130 transport plane is proving a bit tough to requisition.
PETER: We're not gonna need it for this one. (hands him a sheet of paper
BROYLES: Pennsylvania?
PETER: I was trolling the F.B.I. databases, looking for any cases that were similar to Olivia's -- sudden
disappearances. This town has had six missing people in the last two months, four of which eyewitnesses
say just disappeared into thin air. Thought it was worth checking out.
BROYLES: How is she?
PETER: Olivia? She'll be fine.
BROYLES: Do it. And keep a close eye on Dunham.
Walter's Lab - Parallel Universes
ASTRID: Alright, Walter, the cameras are ready.
WALTER: Here we go. Uh-huh - Agent Dunham, you're just in time.
OLIVIA: Just in time for what?
ASTRID: We're re-creating your car accident.
WALTER: Okay, Astrid, ready?
ASTRID: 3...2...1.
WALTER: (releasing a counterweight, a toy car with frog onboard races across the table and through the
air. four flashes illuminate the trip. the frog lands in a net - ribbet!) The photographs, quickly.
ASTRID: I know, Walter.
WALTER: Y-your accident -- I'm -- I'm testing a theory.
WALTER: (to Astrid when she hands the photos to him) Thank you. (to Olivia) Excuse me. Uh... no matter
what I try, I can't make the frog disappear.
ASTRID: We've been at this for five hours.
WALTER: Science is patience.
ASTRID: It's also slimy.
WALTER: From all the evidence, you were missing from your car for at least an hour before you came
crashing back through the windshield. You simply disappeared.
ASTRID: He thinks you traveled to another universe.
WALTER: (preparing a chalk-talk to support his theory) You see, Agent Dunham, we assume that our
universe is the only universe. But that's not true. There is an infinite number of universes. And in each of
them, there is a version of us -- you, me, and Agent Farnsworth -- but each one slightly different... changed
over time based on the accumulation of our choices. So... In this reality --
OLIVIA: Walter.
WALTER: We've had this conversation before, haven't we?
OLIVIA: I know that I went somewhere. I think I met with someone. But the rest is like a dream that I... I
just can't quite remember.
WALTER: Perhaps you will... in time. When they said you were dead... when I saw you lying there...
(deeply saddened) I don't know what I would have done.
OLIVIA: (fondly) Walter...
WALTER: But you're here now, and apart from the obvious, you appear to be fine.
OLIVIA: I appear to be?
WALTER: No. Traveling to an alternate reality has its consequences. No. No, you'll be fine.
PETER: Hey. You feel up to going for a drive?
Lansdale, PA - Initial Visit
(the science team drives through the cornfields to the location of the missing construction worker)
WALTER: (exiting the vehicle and eagerly greeting everyone in earshot) Hello. Hello. Hello. I'm Walter
Bishop. Hello.
OLIVIA: Uh, Sheriff Golightly? Special Agent Olivia Dunham... and this is Peter and Walter Bishop.
SHERIFF GOLIGHTLY: (approaching the newcomers) Don't remember calling the F.B.I.
OLIVIA: Well, your office has filed six missing-persons reports.
PETER: Seven. All under the same circumstances?
SHERIFF GOLIGHTLY: Same as the others. Just disappear. Be damned if I know what to make of it.
WALTER: (philosphically) Well, we're all victims of our own gene pool. Someone must have peed in
yours. (getting the Sheriff's attention)
PETER: I - I'm sorry, you'll have to excuse my father.
WALTER: Yes. Excuse me.
SHERIFF GOLIGHTLY: No -- (stops Walter from entering the crime scene)
OLIVIA: Sheriff. These two men are both Special Investigators with the F.B.I.
SHERIFF GOLIGHTLY: ...and when the good men and women who have come here from three separate
counties have finished collecting evidence, then you can see it. (approaches a forensics tech that has bagged
evidence) Let me see what you got.
WALTER: May I? (receives the bag from the Sheriff) Wonderful!
SHERIFF GOLIGHTLY: Have you run across something like this before?
WALTER: (eagerly) Absolutely not. The air here is quite auspicious! (breathes deeply) Makes the hair
stand up on the back of your neck.
WALTER: This! (evidence bag) It's a fresh mystery, pregnant with possibilities. Who knows where it may
lead? (giddy)
PETER: (looking at the scarecrow) I bet you he knows.
Sheriff's Office - Case Files
SHERIFF GOLIGHTLY: Here are the investigation files. Everything we have so far from the first
disappearance, which is not a hell of a lot. Possible suspect interviews, case leads, dead ends from the
OLIVIA: Okay. Thank you.
SHERIFF GOLIGHTLY: Agent Dunham... the F.B.I. has very specific laws that govern what their
jurisdiction involves. None of these disappearances occurred on a military base. None of them happened
across state lines.
OLIVIA: You've already given us evidence to analyze.
SHERIFF GOLIGHTLY: There's information in these files --
OLIVIA: I understand. But I can get a special procedural order to --
SHERIFF GOLIGHTLY: Why are you so interested in this case?
OLIVIA: (loses train of thought when distracted by acute buzzing and traffic sounds) Excuse me?
SHERIFF GOLIGHTLY: Why are you so interested in this case?
OLIVIA: I, um... I - I'm sorry, I - I --
PETER: (saving her from her distraction, he distracts the Sheriff) The Night Of Desirable Objects? I have
one just like this. (handles the lure on the nearby file cabinet)
SHERIFF GOLIGHTLY: You know yourself a little bit about night fishing, do you?
PETER: I've used hair jigs and pork rind, rubber jigs for largemouth. You ever try using spinnerbaits at
SHERIFF GOLIGHTLY: Oh, yeah. You can use pork rind with those too, you know.
PETER: Can you really?
SHERIFF GOLIGHTLY: Yeah. I like the topwater...
(the science team leaves the Sheriff's office with a box of files as Olivia make a cell phone call)
CHARLIE: (answering) Agent Francis.
OLIVIA: Hey, it's me.
OLIVIA: I'm sending you a victim sheet from a multiple missing-persons case in Pennsylvania. Can you
run the names and, um... and notify me if any red flags come up?
CHARLIE: Sure. I just have to run an errand.
OLIVIA: Okay. Thanks, Charlie. Bye.
Secure Communications - Awaiting Orders
(Charlie, in some physical distress, enters a dusty storefront with older office equipment on display)
STORE OWNER: I'll be with you in, uh -- in just a minute.
CHARLIE: I need the back room. (curtly) Now. (takes the key to the back room, enters and begins to type
on the Selectric 251)
Walter's Lab - Paralytic Connection
PETER: Well, this is wildly helpful. According to the Sheriff, the second person who disappeared -- His
mom makes a mean apple pie.
OLIVIA: In case you were wondering, Andre Hughes is partial to flannel. He likes to wear flannel shirts,
except, of course, in the Summer.
PETER: I'm gonna go get a soda. You want something?
OLIVIA: No, thank you.
WALTER: (thinking) Hmm.
PETER: How's it going, Walter?
WALTER: I plan to urinate in twenty-three minutes.
PETER: Good to know.
WALTER: I'm telling you because I'm going to need help unzipping my fly. I can't feel my hand. It seems
the substance from Pennsylvania is a paralytic.
PETER: Which means that whoever took those people paralyzed them first, so they couldn't fight back.
WALTER: Interesting theory. Very devious.
PETER: Do you think we can trace it, where it's from?
WALTER: The base solution contains human D.N.A., male, I think. Of course, it's a mutation. Perhaps a
whole new stage of human evolution. Wouldn't that be fantastic?
PETER: If we've stumbled upon a mutant? No. Fantastic's not the first word that pops into my mind.
WALTER: We're all mutants. What's more remarkable... is how many of us appear to be normal.
PETER: (to Olivia) Find anything?
OLIVIA: Hey, you remember Andre Hughes?
PETER: Uh, yeah, Hughes. He was the flannel guy, right?
OLIVIA: Yeah, well, he's a neighbor of the Shanes, and he was at their house when the Sheriff went to
follow up on their son's disappearance. He was also at the Thomasons' just after Jennifer Thomason
disappeared. Sheriff Golightly arrived just as Hughes was leaving.
PETER: What are you thinking?
OLIVIA: I'm thinking you drive.
Lansdale - Beneath The Corn
(a train whistles as it motors past the field. in a large tunnel below, the corpse of Raymond is discovered)
ANDRE HUGHES: No! (puts down his lantern) Aw, hell.
Hughes Farm - First Contact
(overhead, Peter and Olivia drive down a dirt road to the Hughes farm. they knock on the front door)
ANDRE HUGHES: (approaching from behind) Aw, hell. Who are you?
OLIVIA: Ah, Mister Hughes. Olivia Dunham, and this is Peter Bishop. (shows her badge) We're wanting to
ask you a few questions.
OLIVIA: uh... I assume you've heard about the people that have recently gone missing.
ANDRE HUGHES: Uh, yup. I know about it. I'd love to help if I can. Please... after you. (opens front door)
Either of you have any experience with water wells? (entering the house)
ANDRE HUGHES: No. Ah. This time of year I spend most of my time maintaining and... digging 'em out. I
wouldn't wish it on either of you. Eh. It's like to drive me crazy. This is my fifth well in two months. Can't
seem to find that switch button. I'm just gonna go in the other room... (Olivia's hearing becomes hyper-
sensitive makes her think there is someone else in the house)...and wash this dirt off. Make yourself
OLIVIA: Excuse me. Is there someone else in this house?
OLIVIA: (hears raspy breathing. quietly to Peter) There's someone else in this house. Did you hear that?
Keep him busy. (she follows breathing noises upstairs and into a lab-like room. pistol drawn) Come out of
there. (snarling noises continue from a closet. an empty closet. a creak in the hallway sets her off. she turns
and fires once... just missing Peter's head) Oh! Peter! Oh, my god. Oh, Peter, oh, my god, I -I -- I'm so
sorry! I thought I heard something. I thought I-- I thought I heard someone. (Peter stares at her - displeased)
Federal Building - Interrogation Room
ANDRE HUGHES: He fires a gun in my house, and now you're bringing me down here? I don't understand.
You don't think I had anything to do with these missing people, do you?
OLIVIA: Well, at the moment, Mister Hughes, we're just trying to gather information. So I understand that
you're a doctor.
OLIVIA: But you retired nearly twenty years ago.
ANDRE HUGHES: That's right.
BROYLES: (entering the observation room) Anything?
PETER: Not yet.
OLIVIA: (over the intercom) What have you done since then?
PETER: We scoured the house. There's no evidence that links him to the disappearances, just a bunch of old
lab equipment. We had it packed up, sent over to Harvard. Walter's taking a look at it now.
OLIVIA: (continues her interview) According to your records, in the wake of the disappearances, you
visited with some of the victims' relatives. With, uh, Martin Shane's mother, and, uh... Jennifer Thomason's
OLIVIA: Were they former patients?
OLIVIA: Just friends?
ANDRE HUGHES: I hardly knew either of them. But I thought I could help them. I... I thought I could
comfort them. I lost my wife and my son seventeen years ago. She died giving birth to him. He was mine.
For five minutes, I had a son. I could never hurt these people.
OLIVIA: Mister Hughes, we'd like to take a sample of your blood. We'd like to compare it to some
evidence that we found at the scene of the last disappearance. Do we, uh, have your permission to do that?
ANDRE HUGHES: Am I under arrest?
OLIVIA: Not presently.
ANDRE HUGHES: Then, no. No. You don't have my permission.
BROYLES: (to Peter, in the observation room) I'll get a warrant to take his blood. Have olivia hold him for
twenty-four hours. It says in her report Dunham's gun went off?
PETER: (chuckles) Yeah. Misfire.
BROYLES: (leaving the room) I'll send Agent Jessup to the Hughes house.
Olivia's Doctor - A Check-up
DOCTOR: (testing her vision for pupil reaction) Dizziness?
DOCTOR: How's your short-term memory?
OLIVIA: Uh, what's your name?
DOCTOR: (laughs) Good. You seem to be doing well. You can go ahead and get dressed.
NINA: (entering the examination room) Hello, Agent Dunham. I haven't had a chance to visit since your
accident, but Agent Broyles has been keeping me apprised. I was concerned.
OLIVIA: Well, thanks. I - I'm doing okay.
NINA: I'm glad to hear that... though sometimes the physical injury is the easiest to get over. I remember
when I was first diagnosed with cancer. Beside the fear, my most overwhelming sensation was one of
betrayal... the realization that my own body was fundamentally foreign to me, that it was a threat. You've
been through quite an ordeal, Olivia -- one of many lately. To overlook it would be a mistake.
OLIVIA: What's this? (takes a piece note paper from Nina)
NINA: Sam Weiss, the man who helped put me back together.
OLIVIA: You know, the F.B.I. has psychologists. If I thought that I needed --
NINA: Well, he's not a psychologist. When you're ready, I believe he can help you.
Hughes Farm - Jessup Investigates
(forensics boxes up items and gathers them for removal. Amy strolls around and notices a religious figurine,
then turns to see a armoire with a Christian cross on the panel of the door. inside is a bible and candles. she
opens the book and discovers a newspaper clipping citing the cause of his wife and sons death as -
unknown. behind the article is a handwritten note a Pastor citing the loss as - God's will)
Walter's Lab - The Next Move
PETER: Okay. Thanks. (hangs up phone) That was Olivia -- Agent Jessup told her Hughes may have killed
his wife and child seventeen years ago.
WALTER: Oh, finally some good news. I assume we can dig them up. I haven't had any bodies to examine.
Seven missing persons, no bodies.
ASTRID: Alright. I'll get an exhumation order.
Pennsylvania Cemetery - Exhumation Dig
(as excavation and extraction of the coffins of Eveline and Baby Boy Hughes begins, Andre Hughes sits on
the floor of the interrogation room, shoes removed, dismantling and bending wire from a rack, with his
hands and teeth)
PETER: If Hughes is hiding something, we're gonna find out what it is.
(digging continues)
PETER: Put his wife's coffin down here. Okay, let's open it up. (the top is flipped back to expose the
decayed corpse. Andre Hughes continues to fashion a loop from the metal wiring)
PETER: Let's open the baby boy's.
OLIVIA: (the top is flipped back to expose an empty casket) Oh, my God.
SHERIFF GOLIGHTLY: There's no body. (notice a hole in the bottom) Looks like something dug its way
OLIVIA: Or dug its way out. (the team walks to the excavated hole and sees a large hole at the bottom) I
think we have some questions for Mister Hughes.
(at the Federal Building, Hughes hangs lifeless from his makeshift noose)
Federal Building - Returning To Hughes
(with an escort, Olivia finds her way back to the interrogation room where Hughes was being held, only to
enter the room to find him hanging by the metal noose he had fabricated)
Walter's Lab - Exhumation Autopsy
WALTER: That's curious.
PETER: What? What's curious?
WALTER: Mrs. Hughes has scarring to the joints, butterfly lesions to the face. Systemic Lupus
Erythematosus, a very advanced case.
PETER: Lupus?
ASTRID: Which means what?
WALTER: Notably, she was incapable of producing offspring.
ASTRID: Except she did. She had a baby boy.
PETER: Yeah.
WALTER: A baby boy? That's impossible. Lupus results in an overactive immune system. Her own body
would have destroyed the fetus long before --
PETER: Yes, and yet despite that, she was somehow able to give birth to a son, who, from all appearances,
then burrowed his way out of his casket.
WALTER: The grave of a boy... who was not in his grave.
Hughes Farm - Cordoned Off
(the Sheriff works his way around the property, pounding in wooden stakes and attaching crime scene
tape... when a large mound in the grass appears, then recedes, just out of his sight)
Federal Building - The Aftermath
OLIVIA: How the hell did this happen? Why wasn't anyone watching him?
BROYLES: We're looking into it right now.
OLIVIA: We need to have Andre Hughes' body taken back to Walter Bishop's lab as soon as possible.
BROYLES: Already on its way.
(Olivia's super-sensitive hearing kicks-in and she hears a cell phone conversation from the other end of the
parking structure)
ALEX: Hey, Jim, it's Alex. I know I'm late. I'm leaving right now, okay? Yeah, I understand. I'll take care
of it. I'll call him now. Thanks. [phone beeping]
BROYLES: Agent Dunham? (calling her from her distraction as she hears sounds, and envisions images,
from around the building) Agent Dunham?
Walter's Lab - A Solution
WALTER: (entering with a list of test results) Peter, I've got it. Mrs. Hughes' womb. You were right. She
did give birth.
PETER: I'm glad we got that settled.
WALTER: The afterbirth is still inside her. Look. Look at the tissue composition.
PETER: Walter. (reading a test result) According to this, Hughes' baby wasn't entirely human.
WALTER: It explains his research -- reproductive biology and gene replacement. I hypothesize that he may
have used some scorpion D.N.A. -- It's an incredibly resilient creature -- and also possibly something that
lives underground, a - a mole rat.
PETER: Scorpions do paralyze their prey with toxin. It could explain the blue liquid.
ASTRID: Hey, what did I miss?
PETER: Hughes' baby -- he altered it inside the womb so that it could survive its mother's lupus.
ASTRID: Okay. That is sick.
WALTER: That is brilliant! He's created a super-baby -- one capable of surviving in the most inhospitable
environment. (Olivia hobbles into the meeting from an outer room) Oh, Agent Dunham. We've had a
OLIVIA: I heard. Hughes' son. I think I might know where he is. When we were at the Hughes' house, I
heard a noise, like something breathing. I thought that I had imagined it, but... I didn't. So if hughes' son is
still alive, I think that he is somewhere in that house... or near that house.
PETER: Or under it.
Hughes' Farm - Fatal Demise
(the Sheriff puts some equipment back in his cruiser and turns to walk towards the house. he stops when the
soil in front of him starts to crack and divide)
SHERIFF GOLIGHTLY: (as the crack begins to accelerate towards him) What the...? (as he falls to his
dusty fate) Ahhh!
The Hughes Farm - Looking Around
(returning to Hughes' farmhouse, they knock, then enter thru the front door)
OLIVIA: Hello. (looking for a response) Sheriff Golightly? (Peter detects a hidden door behind
wallpapering and kicks it open to find an abandoned nursery. Olivia finds another unexplored room, draws
her pistol and enters) Peter!
PETER: Hey. (holds up small object from floor)
OLIVIA: I think it's a canine tooth.
PETER: (pulling loose brick from the wall he finds a skull) Ugh! Confirmed. Dog. (probing further, he sees
a passageway behind the wall) Gonna grab a shovel.
OLIVIA: (probing further alone, she observes corpses strewn in the dark tunnel) Peter?
PETER: Yeah. (turning to answer)
OLIVIA: (the creature appears behind her and bites her neck) AAH! OH! PETER! (as she is dragged into
the tunnel) AAH!
PETER: OLIVIA! (chasing after her)
OLIVIA: OH! OH! (as she is pulled further away)
OLIVIA: Oh... oh. Ahh. oh.
PETER: (as the creature bites his arm) AAH!
OLIVIA: Ahh. (hands Peter a bone shard to stab the beast) Peter! (injured, the creature falls back and starts
to tunnel out of the cavern. the roof of the structure fails and the Sheriff's cruiser fall from the surface...
across the mid-section of the creature, apparently killing it)
Driving Home - Friends Chat
(as law enforcement agents pull metal traps from holes near the house, Olivia rides home)
OLIVIA: He must have realized that was his son, because we found traps set in all of these holes he had dug
\ all over his property. Could you imagine living with a burden like that... when all you wanted was a son?
(thinks) Charlie... what if I don't want to remember?
CHARLIE: You mean your accident?
OLIVIA: All of it -- where I went... who I met, what he told me. I mean, what if there is a part of my brain
that's trying to protect me?
CHARLIE: I'm just not sure you have much of a choice here, Olivia. If Walter was correct about you going
to that other universe, then whatever secrets you learned might be worth remembering.
OLIVIA: Another universe... (both half-smile) I never thought that I would ever hear you utter those words
with a straight face. (giggles) You've come a long way, Charlie Francis.
CHARLIE: Well, you know whatever it is... we'll deal with it together. I'll help you remember.
OLIVIA: (solemnly) I know you will.
Walter's Lab - Early Evening
WALTER: Are you going fishing, son?
PETER: Yes. But not alone.
WALTER: Oh, no. Who with?
PETER: Well, once upon a time, there was a young man... probably around ten or eleven, who got it in his
head that he wanted to take his father fishing. (preparing his tackle) So he saved-up all his money from his
paper route and bought a very special lure. (displays the bait)
PETER: It's called the Night Of Desirable Objects. Sadly, his father was never really all that available to
him, so, what started out as a would-be bonding experience - ended up with a young man fishing alone in a
WALTER: (inspecting the lure) And this young man... gave this to you?
PETER: (laughing along with Astrid) Yes, Walter.
WALTER: Can I come... with you and your friend?
PETER: You know what Walter? I think that would make the trip.
WALTER: Good... good.
Olivia's Apartment - A Good Soak
(sitting in a warm bubble bath, Olivia's hyper sensitive hearing activates. soap bubbles popping,
conversations in other apartments, a child crying, a fly, a distant siren - all loud and clear... then silence)
The Bowling Alley - Finding Sam
(dressed and looking for answers, Olivia pulls the note Nina gave to her to confirm she is in the correct
location. inside she hobbles down the stairs with her cane, looking around at the patrons)
SAM WEISS: (from behind the counter) If you want to bowl, we close in fifteen minutes.
OLIVIA: No. Um... I'm looking for Sam Weiss. Is he here?
OLIVIA: Well, do you know where I can find him?
SAM WEISS: Atlanta, Georgia. He met a girl... moved away.
OLIVIA: Oh. (starts to wander out) Thank you.
SAM WEISS: That's it?
OLIVIA: Excuse me?
SAM WEISS: You're giving up? I tell you he met a girl and moved away, and you're just gonna give up?
OLIVIA: You're Sam.
SAM WEISS: Nina Sharp said you'd be coming by. (curious) Have the headaches started yet?
SAM WEISS: (matter-of-fact) They will. (places bowling shoes on the counter) What are you - a size eight?
Secure Communication - Another Message
(stationed in front of the Selectric 251, Charlie types away, looking for more guidance)
(he sits and reads as he receives fresh instructions)
Suburban Station - A Bombing
(two uniformed police officers pull to a stop in urban Philadelphia, one hops out and crosses the street to the
coffee shop. the other opens a newspaper and starts to read)
DAN GILLESPIE: Hey. None of that vanilla hazelnut crap. Normal coffee, alright?
UNIFORMED COP: (as he starts across the street) I already called it in.
DAN GILLESPIE: (puts down paper and answers ringing cell phone) Yes, Colonel?
RAYMOND GORDON: (over the phone) It's time. Get to 'Suburban Station'. He'll be wearing a black
trench coat, carrying a black briefcase.
(the police officer hangs-up and speeds away, leaving his abandoned partner standing in the street with two
coffee cups)
UNIFORMED COP: (calling over the radio to his partner) Gillespie, seriously, for the last time, where are
you? Where are you, man? I'm gonna have to report this. Where are you, Gillespie? What are you doing?
DAN GILLESPIE: (wandering the transit hub looking for his target, he disconnects his radio and interrupts
his partners transmissions. as the public address announce boarding calls, he sees his target walk down from
upstairs carrying a black briefcase. he prepares to draw his pistol, approaches the man and demands) Set the
briefcase down now.
PONYTAIL MAN: What's this about? What did I do?
DAN GILLESPIE: (unholstering his pistol) You give me the briefcase now. (nearby electronic displays start
to flicker)
TRANSIT COP: (approaching the police officer) What's the problem here?
DAN GILLESPIE: Got it under control. Give me the case. (taking the briefcase from the courier and
walking away)
TRANSIT COP: Hey, stop! You can't do that! You can't take that!
CITIZEN: (from off-camera) What's the matter? (as Gillespie starts to crystallize before everyone in the
DAN GILLESPIE: Aah! (as he explosively shatters to hundreds of bits)
Bowling Alley - Therapy Begins
SAM WEISS: (as Olivia's hands shake and she fumbles with her bowling shoe) The rabbit goes around the
tree then through the hole.
OLIVIA: Yeah, I know how to tie my shoes.
SAM WEISS: Knowing how isn't the issue. You suffered some wicked head trauma. Don't think about your
hands, don't think about the laces. Your shoes will get tied just fine.
OLIVIA: Yeah, just by magic.
SAM WEISS: No. But that would be pretty cool.
OLIVIA: You know, what exactly did you do for Nina Sharp?
SAM WEISS: (sits with Olivia) I taught her how to eat french fries. You know, pick one up, dip it in the
ketchup, stick it in your mouth, repeat. Simple enough, unless you've got a cybernetic prosthetic arm. Nina
was a mess. See, I prefer the bunny ears method to the one loop wrap. (ties Olivia's shoelace for her) But it
does require more coordination. You'll get there.
OLIVIA: (somewhat angry) Don't take this the wrong way, but I can't waste my time.
SAM WEISS: Are you sleeping at night? You've got circles around your eyes, pale skin... you don't get
more than two or three hours at a stretch, do you? Lingering pain from the accident?
OLIVIA: In my leg and my shoulder.
SAM WEISS: And you say the headaches haven't started yet?
SAM WEISS: Well, let me know when they do. You can take the shoes off now, we're done.
OLIVIA: That's it?
SAM WEISS: Yeah, unless you want to help me mop up the men's room. I'm closing now. (walking away)
Come back tomorrow, Agent Dunham. We've got work to do.
Walter's Lab - Apartment Hunting
PETER: (seated near his father and reading the want-ads) Alright, how about this one? "two bedroom, two
bath loft in Oak Square. "cook's kitchen, hardwood floors, and a breakfast nook."
WALTER: Does it face the East?
PETER: Uh... no. Riverview, so it faces North.
WALTER: Then it won't do. I need the morning sun.
PETER: Fine, how about this? "three bedroom duplex in Allston, facing east." All the morning sun a
waking scientist could want.
WALTER: I never liked Allston. Arlington either, for that matter. I'm perfectly happy with our present
PETER: Well, I'm not, Walter. I need my own bedroom. (to Astrid sitting nearby) I woke up this morning to
him singing an aria from 'Pagliacci'.
ASTRID: (studying her computer screen) Your father has a wonderful voice.
PETER: Not when he's doing jumping jacks. And did I mention he was naked?
WALTER: A good morning sets the tone for the day.
ASTRID: Come take a look at this. I've been running a filter for atypical F.B.I. case reports. I just got a hit.
Some sort of bomb went off in Philadelphia. Single explosive device. Eleven dead, twenty-eight wounded.
This last part is what caught my eye. They can't find any explosive residue at the scene. How's a bomb go
off without leaving any trace of it afterwards?
WALTER: Shall I get my coat, Peter?
PETER: I'll call Dunham
WALTER: (whispering) Farnsworth, get my portable chemistry set. This means bodies.
Philadelphia - Bombing Aftermath
AGENT TEVEZ: (escorting the science team through the carnage) The bomb guys don't know what to
make of it. They say, given the nature of the wounds, you'd expect an explosive device filled with nails or
steel ball bearings.
OLIVIA: But it wasn't.
AGENT TEVEZ: No. In fact... there's no forensic markers at all.
OLIVIA: So what about eyewitnesses?
AGENT TEVEZ: Oh, I've got half a dozen eye witnesses, but nobody who saw anything helpful.
PETER: Huh, it's weird. This place has major anti-terrorism security. E.M.P. disabling devices at every
entrance, explosive materials sensors...
AGENT TEVEZ: We checked, and not a single sensor is tripped.
OLIVIA: So what did the surveillance cameras show?
AGENT TEVEZ: Nothing, nothing but magnetic static. It seems that whatever happened in here wiped the
PETER: Would you mind if we see those tapes? (walks away)
AGENT TEVEZ: I'll see what I can do.
OLIVIA: Let me guess, you got a friend?
PETER: Maybe I do.
MEDICAL EXAMINER: (to Walter as he begins to examine a corpse) Excuse me, sir? Do you have a
WALTER: No, I don't have a badge. Do you?
PETER: (to Olivia) I got it. (walks over to rescue the woman from Walter) Walter... What's going on?
WALTER: This rather unpleasant young woman is interfering with my work.
MEDICAL EXAMINER: Is he with you?
PETER: Yeah, but don't hold that against me. We're F.B.I.
PETER: So? What is it?
WALTER: Shrapnel, I believe, from the bomb. Some sort of crystal. Hard as a diamond. Salty. Silica, I
guess. Well, I'll need to examine the rest of the bodies, if -- (to the M.E.) if that's alright with you, Miss.
Thank you.
(Peter notices more crystalline pieces embedded around the scene. Broyles walks downstairs and joins
BROYLES: Agent Dunham... I spoke with our counter-terrorism analysts.
OLIVIA: Mm-hmm?
BROYLES: No one stepped forward to claim responsibility. And there's been no increase in chatter from
our usual suspects.
PETER: (approaches quickly) Hey, guys, I found this wedged in a bench. It's a badge -- Philly P.D., Officer
BROYLES: Were there any police among the wounded taken to the hospital?
PETER: unht-uh.
OLIVIA: So, where'd he go?
WALTER: Peter! (joins the trio) I was wrong. The crystal... I think it's not geologic in origin, after all. In
fact, I'm certain it's organic.
OLIVIA: (looking at what Walter is holding) Is that an ear?
PETER: Well... I think Walter might have just found Officer Gillespie.
Walter's Lab - Body Parts
(wearing aprons, the two look through magnifying glasses and chat)
WALTER: This looks like fungiform papillae. Taste buds. (drops the body part into a bowl that Astrid is
holding for him)
ASTRID: Tongue? Mm-hmm. Walter, as much as I am enjoying this anatomy lesson, what exactly are we
doing here?
WALTER: Well, that's obvious, my dear. We're searching for clues. Scientific evidence to reveal what type
of device this man was wearing which caused him to harden, then shatter.
ASTRID: I understand Peter's looking for a new place for you guys to live.
WALTER: It occurs to me, Agent Farnsworth, that I've never asked you where you live.
ASTRID: Where I live?
WALTER: Yeah. (puts another body part in a bowl) Diaphragm.
ASTRID: Well... most of the time I live here, but my apartment is in Sommerville.
WALTER: You should go for a walk sometime explore the neighborhood. The other day I turned the wrong
way in the street, and discovered that Busby's... has the world's best apple fritters. You see, I have
everything I need where we live now.
ASTRID: I know what you mean, Walter. I'm a creature of habit, too. Of course, you never would've found
Busby's apple fritters if you hadn't gone the wrong way down a street.
WALTER: You really should try them, they're quite delicious. (drops another body part into the bowl for
Astrid) Brain.
Tech Support - Visiting Joe
(studying distorted and refined video images on the monitor)
SLIM JOE: Okay, that's it. That's the best I can do.
PETER: Well, that must be Gillespie. But I don't see a bomb.
SLIM JOE: Then it cuts out. (as he loses the images)
PETER: You know, I told her you were a genius, Joe. Don't prove me wrong.
SLIM JOE: (laughingly) Then you're gonna need a smarter genius.
OLIVIA: (to Joe) Do you have any idea how something like this could happen?
SLIM JOE: The static? No. Maybe radio wave interference. Certain high frequencies can tweak electronic
PETER: Look at the time code. That's about twenty seconds before the bomb went off.
OLIVIA: So why do we lose picture before the explosion?
Walter's Lab - Recomposing Parts
PETER: How's it going, Walter? Any theories?
WALTER: Several. Peter, do you remember that jigsaw puzzle we put together when you were a kid?
PETER: Uh... the jigsaw? No.
WALTER: As I recall, her name was Melissa... something. Five hundred pieces.
PETER: (knowing laugh) Yes. Yes, I do remember. Melissa was a Playmate. Miss July, right? Putting
together a jigsaw of a nude centerfold was Walter's idea of how to explain -- what was it? Human
reproduction to his ten-year-old son. So what does any of that have to do with the bomb in Philadelphia?
WALTER: Patience, son. Voila. (shows Peter the partially reconstructed face of the lost officer)
ASTRID: Meet Officer Gillespie.
PETER: Fantastic. So apart from the obvious, anything out of the ordinary?
WALTER: Needle marks between the toes. It was some form of transformative serum, I would think. I can't
say what yet. (as Peter inspects the partially recomposed foot) From his tissues, it appears to cause a
chemical reaction on the cellular level that both solidifies the water in his cells - and emitted massive
energy, which shattered the body.
PETER: What are you saying, Walter? You think he did this to himself? On purpose?
WALTER: Well, I stopped counting at forty-seven needle marks. I can't imagine it was an accident. When
you think about it... wearing a bomb is rather unimaginative. This way there's no need to smuggle in an
explosive device, because--
PETER: Officer Gillespie was the bomb.
WALTER: Fascinating, yes?
Gillespie House - Serum Discovery
(sitting somberly in her front room with Olivia, as Peter walks around and looks at photos)
SUSAN GILLESPIE: ...we were planning to start a family. I can't believe he's not coming home. Dan
always came home. After every shift on the job, two tours in Iraq, He always came home. No one would tell
me what happened. Just that it was... some kind of bomb.
OLIVIA: We're still investigating. I'm so sorry.
PETER: Where was he stationed?
SUSAN GILLESPIE: In Ramadi. Did you serve?
PETER: No, a civilian contractor, based out of Baghdad. But from what I remember, there was heavy
fighting in Ramadi.
OLIVIA: Was he on any medication, or under any sort of medical care? (as she starts to take a sip from her
cup, her hand shakes excessively and she puts the cup down. Peter notices, with concern)
SUSAN GILLESPIE: No. No, Dan was healthy. And I don't understand, what does this have to do with the
PETER: (as Olivia grimaces in pain, puts her hand to her head - she has a mental flash of the interior of an
elevator. a mirror image of the number '15' is illuminated above the door) You alright, Dunham?
OLIVIA: Excuse me, do you have a bathroom that I could use?
SUSAN GILLESPIE: Yeah, it's down the hall. (to Olivia as she stands and staggers along the hallway)
(Olivia continues to the bathroom. highly disoriented, she sees more flashes, all in dark amber. herself in a
room, pushing a button in an elevator, people standing in an elevator, part of a man's face inverted above
her, twin skyscrapers, William Bell breathing from an oxygen mask. she reaches the toilet and vomits into
it. relaxing slightly, she notices a dislodged tile in the wall behind the sink. she pulls the tile free and finds
two small medical kits in the cavity. one with serum cartridges, the other with injection needles)
PETER: (knocking in the door) Dunham, you alright?
OLIVIA: (holding out the open medical kits) Mrs. Gillespie, can you tell me what these are?
SUSAN GILLESPIE: I don't know. I've never seen them before.
(outside and walking back to the car)
OLIVIA: Dan Gillespie doesn't fit the profile of a suicide bomber.
PETER: Well, how do you explain this stuff? 'cause I'm assuming it's more than likely that this is exactly
what Walter was talking about. What turned him into a bomb.
OLIVIA: Yeah, well, I can't yet. But I mean, what makes someone blow themselves up? Typically, they're
either waging a war, or making a statement. Gillespie didn't seem like a guy sending a message. He was a
dedicated cop and soldier just getting his life back together. It doesn't make sense.
PETER: Is there anything else on your mind?
OLIVIA: Like what?
PETER: The headache. Didn't the doctor say that would happen?
OLIVIA: Uh, they said they might, uh - that it was totally normal. We should get that back to Walter. (gets
in the car) Maybe he can figure out where those vials came from.
Oak Park - Diane Doses
(late at night, Diane Burgess slips out of bed quietly without waking her husband. in the bathroom she
opens a medical kit she has hidden there and fills a syringe with serum. with her foot elevated, she injects
herself between the toes)
Outside The Store - Recruited
RAYMOND GORDON: (surprising her and offering to help load groceries in the minivan) Let me help you
with that.
RAYMOND GORDON: We need to talk, Captain Burgess. (settling in the front seats) I'm calling you back
to active status. You're going to D.C. on Friday. (hands her a file and a phone) Hotel reservations, plane
tickets all -- self-explanatory. That phone, keep it with you at all times. Check into the hotel, wait for me to
call you with further instructions. Do you have a cover story prepared for your family?
DIANE BURGESS: Yes, sir. I'll say I'm visiting my sister. She lives in Georgetown.
RAYMOND GORDON: Have you been taking the serum?
RAYMOND GORDON: Good, because from this moment on Tin Man parameters are in effect.
Bowling Alley - Learning Patience
(hobbling down the stairs and over to Sam, Olivia is in some discomfort)
OLIVIA: So... how'd you know?
SAM WEISS: The headaches started?
OLIVIA: Mm-hmm.
SAM WEISS: Well, it's about time.
OLIVIA: Can you just cut the Yoda crap and tell me what's happening to me?
SAM WEISS: (taking her over to a lane with a shoe box) The short version... the headaches mean you've
finally sparked the battery. You've been experiencing... an acute nominal aphasia, Agent Dunham. It's
common with head trauma. Parts of your brain are still asleep. Once they wake up, all that memory will get
flushed out.
OLIVIA: When will I get my memory back?
SAM WEISS: (hands her a bowling shoe) You know, everywhere you go the scoring apparatuses have
changed. Computers, no fun. Here, we do things old school, with a dull pencil and all your third grade math
skills. (hands her a pencil)
OLIVIA: You know, this is ridiculous. I'm not bowling, I can't even walk without this damn cane.
SAM WEISS: You're not bowling. I've got a kid's league coming in here, you're gonna keep score.
OLIVIA: How is that gonna help my memory? I mean, how is that gonna help me at all?
SAM WEISS: Well, for starters, it might teach you some patience. (walks away)
Walter's Lab - Upsetting Gene
(Astrid, Peter and Walter take a meal break in the lab)
WALTER: Ah, is that food I smell? Bless you! (ravenously attacking lunch) Mm-hmm, mm. Mm-hmm.
(sharing his findings) While examining Officer Gillespie, I've discovered something else. Given the amount
of serum that we found in his tissue, and the rate at which it would've metabolized, I suspect that he
would've had to inject it every day for a very long time.
PETER: Well, how long?
WALTER: At least a year, I would think.
PETER: A year? That would mean Gillespie started injecting while he was still on his tour in Iraq. (to
Astrid) Did his Army personnel file come through yet?
ASTRID: I haven't seen it. Let me check though. (she heads to her workstation)
WALTER: Oh, yeah. Interestingly... when the serum is first introduced or injected, it's fairly harmless. But
then something else occurs, a secondary reaction. Some sort of trigger causes these bombs to blast apart.
The triggers -- (Gene moos loudly) Peter... if you are going to eat that cheeseburger in here, could you at
least be a little discreet?
PETER: (demonstrative - takes a large bite of his burger. Gene takes exception and moos louder. appeasing
Gene, Peter stops and puts his sandwich down) -- Fine. This trigger, could it be a radio wave? There was
some sort of interference on the security tapes inside the train station. Most likely caused by radio waves.
WALTER: Yes. I suppose so.
ASTRID: Peter, I've got Gillespie's military file. What's 'cyanogen chloride'?
PETER: It's a chemical weapon. (joins Astrid and reads the file on her monitor) His whole unit was exposed
to cyanogen? According to this file, Gillespie should've died in Iraq.
Fresh Air - Game Planning
(walking in an inner city green area, Peter and Olivia sell Broyles on a course of action)
PETER: Four words that should never show up in a sentence...'classified-experimental-military-project'.
How much you wanna bet that 'Tin Man' has everything to do with those injections that Gillespie was
OLIVIA: It says here that "Project Tin Man" was shut down.
BROYLES: Shortly after Dan Gillespie returned home. And all names of U.S. Military personnel associated
with the project were redacted from the record.
OLIVIA: (looks at file) But it still lists Malik Yusef, Abbas Khalef, and Howar Ziad as Iraqi doctors who
worked on the program. Where are they?
BROYLES: Presumably still in the country. CentCom has agreed to look for them, but it may take a few
weeks to track anything down.
PETER: I may be able to help. But I'm gonna need a few things first. I need to go back to Iraq. I know
somebody who can help us find those doctors.
BROYLES: Seems a long way to go for a maybe.
PETER: Well, we have to assume that Gillespie was not a solitary event. There may be others out there like
him, walking bombs, we don't have two weeks to wait.
BROYLES: What is it you need?
PETER: Private air transportation, $20,000 in cash, and a passport without my real name on it.
PETER: I'm still on a couple of watch lists.
BROYLES: Then you're gonna need a Federal Agent with you as well. I'm reluctant to send you, Agent
Dunham. With that said, we need to keep this trip between us. You look after each other. (walks away)
PETER: (to Olivia) You ready for this?
OLIVIA: Baghdad here we come. (follows Broyles)
Bagdhad - Meeting Ahmed
OLIVIA: (entering a crowded local tavern) Maybe I should wait outside.
PETER: Then what would I do? You're the one with a gun. (after heading to the back and finding the man
he came to see. in Arabic) As-Salamu Slaikum.
AHMED: (in Arabic) There were rumors that you had been killed.
PETER: (in Arabic) Then I suppose I am a ghost. Can we join you? (nods to Olivia)
AHMED: (in Arabic) Does you friend speak Arabic?
OLIVIA: (in Arabic) Just a bit. And not very well.
AHMED: In that case, we speak English.
PETER: I need your help, Ahmed. A U.S. Military program named "Tin Man" was operating out of a
hospital in Samarra. I need to find one of your Iraqi doctors who was working in that program. I can pay
you, of course.
AHMED: When I heard you had been killed, I knew this could not be true. Because a person like you is
good at one thing. More than anything else, a person like you is good at looking out for yourself. Now you
are here... asking for my help?
PETER: Yes, I am.
AHMED: Maybe someone else will want your money. I don't.
PETER: Ahmed... a lot of innocent lives may be on the line.
AHMED: I see. And this is something you care about now?
PETER: Yes, I do. I may be able to save them... with your help.
AHMED: What are the names of these doctors? (takes a list from Peter) Have some tea. I will see what I
can do. (walks off)
OLIVIA: You gonna tell me what that was about?
Walter's Lab - Serum Test
ASTRID: (joins Walter as he inserts a hypodermic needle into the fleshy opening of a medium-sized
watermelon) Doctor Bishop, what did I tell you about experimenting with fruit? I just cleaned this lab up
WALTER: Relax, my dear. Just injecting a very small amount of the serum into the watermelon. Just to
crystallize it. The serum we found at Gillespie's house told us how he became a bomb - but - the question
remains... what triggered it?
ASTRID: So you're using radio waves like Peter suggested?
WALTER: Yes. Radio waves would also explain the eyewitness reports of flashing lights at the train station
before the officer exploded. Quite ingenious, really. (adjust dials) The same principle applied to proximity
fuses and World War Two aerial bombs... (lighting in the lab flickers) in fact, my Uncle Henry was killed
by one in the 'Battle of Guadalcanal'. Oh, Astrid! This is it! Quickly, what's the frequency?
ASTRID: 331.6 Megahertz. (as the melon crystallizes and the lab equipment falls silent) What happened? It
WALTER: I'm not sure. (the end of the melon suddenly explodes) It works. (proudly)
ASTRID: (unamused) No more fruit, Walter.
Bagdhad - Waiting For Ahmed
PETER: (waiting for Ahmed to return) Ready for something a little harder than tea?
PETER: (in Arabic to bartender) Two Red Russians?
OLIVIA: Red Russians
PETER: Yeah, mint tea and vodka.
OLIVIA: Sounds weird and awful. (sips and sneers) Actually it's worse.
PETER: You'll get used to it.
OLIVIA: How long were you here?
PETER: Which time? I had to leave a couple of times.
OLIVIA: Seems like you made a name for yourself.
PETER: I've been known to leave an impression. (raise his glass to toast) To all that's weird.
(Ahmed returns with a silent, affirmative nod for a meeting)
Bagdhad - Meeting Malik
(entering a busy commercial kitchen)
AHMED: (making introductions for the busy chef) Doctor Malik Yusef... Peter Bishop, Olivia Dunham.
(Yusef and Peter greet one another in arabic)
MALIK YUSEF: (in arabic) You have questions about my efforts during the war?
PETER: (in Arabic) Doctor. We understand you worked in an American-run hospital?
MALIK YUSEF: (in Arabic) Yes. (hesitantly) Saving lives. And look what I get in return. My own people
shun me. (continues in English) They consider me a threat.
OLIVIA: We were hoping to ask you some questions about a program that you worked on. A program
called "Tin Man".
MALIK YUSEF: No, I do not know anything about this. (turns to begin working)
AHMED: (in Arabic) It's okay Doctor. They can be trusted.
MALIK YUSEF: (continuing the conversation in a quieter part of restaurant) The program didn't work, it
was too dangerous. The soldiers had been exposed to a synthetic neurotoxin. A nerve agent developed under
PETER: Cyanogen?
MALIK YUSEF: Yes. We had been trying to find a way to neutralize it to counteract the affects.
OLIVIA: And that's what they called Tin Man?
MALIK YUSEF: We had developed a... a treatment. Daily injections of a serum. We treated over two
hundred soldiers. Only a few of them survived.
OLIVIA: We know of one, a Daniel Gillespie.
MALIK YUSEF: (smiles fondly) Daniel, kind man. Um, over the course of the program, there were three
PETER: Do you remember their names?
MALIK YUSEF: Of course, I saved their lives. It was Joan Klump, Ross Cavanaugh, and Diane Burgess...
ANDREW BURGESS: (at the Burgess home Diane anxiously watches from inside as her daughter plays in
the yard. her husband finds her and offers) Okay, Diane, you're all set. Suitcase is at the front door. Are you
sure you don't want me to drive you to the airport?
MALIK YUSEF: ...but it was too dangerous. The serum had an unintentional byproduct. We had discovered
that after it built up in human tissue. It reacted in a very unexpected way...
OLIVIA: turned people into bombs.
MALIK YUSEF: Yes. How did you know that?
OLIVIA: Doctor Yusef, how many other people knew about this?
MALIK YUSEF: Five doctors, a dozen U.S. officers, and whoever they reported to, I suppose.
PETER: Someone is triggering these people to explode. It could be anyone.
MALIK YUSEF: There was a man, a colonel. When the program was shut down, he argued it should be
OLIVIA: Do you remember his name?
MALIK YUSEF: Gordon. Colonel Raymond Gordon...
PETER: (in Arabic, thanks the doctor for his assistance)
(Gordon sits outside of the Burgess house. hidden from sight in his vehicle, across the street, Gordon looks-
on as Diane says good-bye to her husband and daughter)
MALIK YUSEF: ...a word of warning... Gordon is a vicious man. He has no regard for human life.
Washington D.C. - Mission Brief
BROYLES: (standing before a room of law enforcement agents) You all have briefing packets in front of
you, so I'll just point out the highlights. Information has come to this agency that a bomb may be detonated
today somewhere in this city. (the Bishops listen from the back of the room) But in this instance, that bomb
is a human being. Three of the four known operatives of "Project Tin Man" have been accounted for. Daniel
Gillespie you're all familiar with. Two others have been taken into protective custody. Which leaves Diane
Burgess. (Agents interview Andrew Burgess at his home) We believe Captain Burgess traveled to D.C. this
morning, under an alias, though we do not have any intelligence on her potential target. A B.O.L.O. has
been issued to all Metro and State police in the area. All potential high-value targets are under close
surveillance. Agent Dunham and I will coordinate Captain Burgess' apprehension. (summoning her to brief)
Agent Dunham?
OLIVIA: (standing to brief) Based on our investigation, it's likely there is a second suspect controlling
detonation from a remote location. (pointing to an image on the briefing monitor) We believe it's this man,
Colonel Raymond Gordon. The Pentagon lost contact with Colonel Gordon six months ago. He's off the
grid. Officially designated a 'rogue operative'. Now Based on Doctor Bishop's analysis, the explosion is
triggered by a specific V.H.F. frequency. (an agent quietly takes a phone call in the room) Now if we can
locate Captain Burgess in time to get within range, we may be able to jam the signal and prevent her
detonation. On that point, we suspect that Diane Burgess is unaware she is being used in a suicide bombing.
Which means that she is also a potential victim here. (Broyles is quietly informed about the phone call)
We're gonna do everything that we can to get her back to her family alive.
BROYLES: Diane Burgess has just been located. She's in a D.C. Metro cab. Dispatchers say she's headed to
the Federal Center Metro Station. We have time to set up before she arrives. (a taxi works its way thru
traffic, as SWAT vans and government vehicle cnverge on the Metro Station) Our objectives are as follows
- to prevent the detonation of Captain Diane Burgess and to apprehend Colonel Raymond Gordon.
Metro Station - Intercepting Burgess
BROYLES: (exiting his vehicle as he arrives and answering his radio) This is Broyles, go ahead.
TECH #1: (over the radio) Video surveillance and 3-D triangulation model online.
BROYLES: Stand by, we'll wait for Diane Burgess.
TECH #1: (to Broyles as he enters the command vehicle with the science team) Snipers ready. Target
sighted, arriving at Federal Center Station, South Portal. (on monitor, she exits the cab, heads for the transit
building and answers a cell phone) The phone's encrypted, sir. We can't tap into it.
AGENT ON RADIO: There's no sign of the Colonel outside of the station.
BROYLES: (to the radio) Copy that, keep an eye on it. (to his technician) Where are we on that signal?
TECH #1: Attempting to acquire signal 331.6 Megahertz.
WALTER: Excuse me, Agent Broyles... is there an E.M.P. detection device in this station?
BROYLES: All capitol transportation hubs had them installed after 9-11. What's the problem?
WALTER: No problem. It's just that the security device can scramble all types of radio wave triggers.
BROYLES: That sounds to me like a good thing.
TECH #1: Frequency acquired. Jamming. Ready.
BROYLES: (to technician) Prepare to jam the signal. (to radio) Stand by to apprehend target.
WALTER: I'm thinking that if the Colonel wants Ms. Burgess inside the building. Then in order to trigger
the explosion, he must be inside as well.
PETER: Which means that once he starts broadcasting, we should be able to triangulate his position. But in
order to do that, we'd have to leave the frequency open. We can't jam it.
OLIVIA: (to Broyles) This could be our only chance to find Gordon and apprehend him.
AGENT ON RADIO: Target's about to enter the station. Do we move, sir?
BROYLES: I said stand-by.
OLIVIA: How long from when he activates the signal until she detonates?
WALTER: Thirty seconds, at best.
PETER: That should give us long enough to be able to locate him.
BROYLES: (to radio) All units hold position. Let the target get into the building. (to Olivia and Peter) Go.
Metro Station - Electronic Jamming
DIANE BURGESS: (inside the building in a large lobby, she answers her cell phone) Yes, Colonel?
RAYMOND GORDON: Your contact will be wearing a black trench coat. He will have a briefcase for you.
Accept the briefcase and proceed by taxi back to your hotel.
DIANE BURGESS: Is that it, sir?
RAYMOND GORDON: That's it, Captain. I'll meet you there.
DIANE BURGESS: Yes, sir. Thank you, sir. (hangs-up)
BROYLES: (over the radio) According to this schematic, Diane Burgess should be standing near the
northwest side of the terminal. We're still waiting for Gordon to activate the V.H.F. signal.
PETER: (by radio) I got her. She's by the front entrance.
BROYLES: (radio reply) Keep an eye on her. (to technician) Do we have anything from Gordon yet?
TECH #1: The signal hasn't been activated yet, sir.
PETER: (over radio) She's on the move. Still no sign of Gordon.
WALTER: (to Broyles) That -- that's it. That's the V.H.F. signal. She'll detonate in thirty seconds.
BROYLES: (to technician) Agent, tell me where Gordon is.
TECH #1: Something's wrong. Sir, the signal's scrambling our equipment. I can't get a lock on Gordon.
BROYLES: (to radio) The signal is scrambling our equipment.
DIANE BURGESS: (to courier holding breifcase) I think you have something for me.
WALTER: (to those in the command vehicle) One Mississippi... two Mississippi... (clarifying for Broyles) -
thirty seconds.
COURIER: (to Burgess) I don't know what you're talking about.
OLIVIA: (over radio) Okay, we've got her speaking to a man with a briefcase. It is not Gordon. Can you get
a lock on the signal?
TECH #1: We can't get a lock.
BROYLES: Then jam that signal. We're jamming the signal, I'm not risking any lives to capture Gordon.
TECH #1: Sir, it's -- it's not working. The signal's too strong for our equipment. I'm locked out.
BROYLES: (over radio) We have a problem. Dunham - attempts to jam the signal have failed. She's going
to detonate.
Metro Station - Capturing Gordon
BROYLES: (broadcasting on his handheld command radio) We have a problem. The signal cannot be
jammed. I repeat, the signal... (as the static increases)
OLIVIA: (on her tactical radio) Peter, I think we just lost radio contact. We need to find Gordon.
PETER: (replying on his radio) Copy that. The trigger's been activated, we don't have much time.
COURIER: (to Burgess as she reaches for the briefcase) I don't know who you are.
DIANE BURGESS: Oh, my God! (as her hand and wrist start to crystallize)
PETER: I spotted Gordon. I'm taking him out.
RAYMOND GORDON: Ah! Ugh! (as Peter tackles him and strikes him. the remote detonation device falls
to the floor nearby. Olivia grabs the device, but can't deactivate it.)
WALTER: ...twenty-four Mississippi... twenty-five Mississippi... twenty-six Mississippi... (Burgess
continues to crystallize further up her arms. Olivia drops the detonator and pulverizes it with her cane. It
deactivates and Burgess begins to return to normal, collapsing to the ground)
TECH #1: We're back online, the signal has stopped.
BROYLES: All agents move in.
AGENTS: F.B.I.!! (pulling Peter off of Gordon as he continues to pound him)
PETER: Ugh! Ugh!
(Olivia walks over to help Burgess while Walter claps, delighted at their success - managing to coax a rare
smile out of Broyles in the process)
Walter's Lab - Mid-Evening
(some soothing oldie rock music plays on the portable stereo as Astrid sits and works at a counter. Peter
walks over to the corpse and covers what remains of Officer Gillespie, then returns to the microscope
station. Walter joins him with the local want ads)
PETER: What's this? (looks at the advertisement)
WALTER: An apartment. Two bedroom, semi-detached. Furnished housing for professors. It's a nice
neighborhood. Down the block from where Belly used to live.
PETER: (pleased) I'll call Broyles, see if we can lease it.
The Bowling Alley - Feeling Better
SAM WEISS: (sitting at a lane and measuring the length of Olivia's hand) Okay, seven and a quarter inches.
OLIVIA: Why "hmm"?
SAM WEISS: Well, I think your hand just seems smaller to me. Okay, we're good.
OLIVIA: We're good, what does that mean?
SAM WEISS: It means that's all for tonight. Go home.
OLIVIA: (perturbed) I just got here.
SAM WEISS: I know, but I'm tired. It's been a long day. You look like you could use some sleep yourself.
(walks to ball return and picks-up a ball) Come back tomorrow. By then I'll have found you the perfect
bowling ball.
OLIVIA: (placing her pistol to Sam's ear) Now you listen to me you son of a bitch. I am not here to bowl, or
to try on shoes, or to have you play games with my head. I am here because I was told that you could fix
me. (both turn and look at where Olivia had been sitting. her cane rests there, unneeded)
SAM WEISS: Take care, Agent Dunham.
Federal Building - Gordon Reveals
(both men sit calmly at a table in the interrogation room)
RAYMOND GORDON: (steadfast) ...meanwhile, we go through our lives unaware. The enemy is among us
and nobody's doing anything about it. We don't have any idea the end is coming. So we had to take matters
into our own hands. We had to send them a message.
BROYLES: What was in the briefcase?
RAYMOND GORDON: They told you I was crazy, didn't they? The Pentagon. They said I'd had a
psychiatric break. I told them what I'm telling you. That they are here. Collecting data. Making
observations. That's what's in the briefcase. They've been planning for war. And they've been passing the
information via courier right under our noses.
(as the interview continues, a young man in a long dark coat walks into a diner and delivers a briefcase to a
seated man, then leaves)
BROYLES: Who are 'they'?
RAYMOND GORDON: We don't know who they are. But I can tell you what they want. They want to
exterminate us.
(the man seated in the diner pours an entire container of black pepper over his roast beef and jalapeno
sandwich, then opens the briefcase he received from the courier)
RAYMOND GORDON: So they're studying us... our culture, our technology, our science... and they plan to
use it against us. One way or another. We'll find out who they are. But by then, I suppose it won't really
(The Observer pulls images out of the briefcase. High-tech surveillance images of one Walter Bishop)
RAYMOND GORDON: Because whatever's in those cases is gonna destroy us all.
Medford, MA - Elias Cryonics
(the night crew at a loading dock is busy placing frozen human skulls into a secure van)
TRUCK DRIVER: Mind if we speed things up, Kurt? I'd hate for these popsicles to melt.
KURT LARSEN: I don't think we have to worry about that.
SECURITY GUARD: Cargo is secure. (closes and locks truck) Who is this guy? (to other guard about
approaching vehicle)
SMITH: (stops car and gets out) Hey, I was wondering if I could get some directions.
SECURITY GUARD: What are you doing here? You're trespassing, pal. Why don't you get in your car and
turn around?
SMITH: Yeah, sure. (takes pistols from waistband and fires repeatedly at guards)
TRUCK DRIVER: (hiding behind van) Oh, my god! Son of a bitch! We got to call -- (shot from behind)
SMITH: (to Larsen) Anyone else in the warehouse?
KURT LARSEN: That's it. The keys are in his pocket. (thief takes keys from driver) Let me know if he's in
there. You know where to reach me -- (is shot from behind by surviving guard)
(Smith drives-off with cargo, leaving everyone else behind on the ground)
SECURITY GUARD: (fires repeatedly at Larsen) Aah! (killing Larsen with final round. falls and dies
Walter's Lab - Olivia Snacks
ASTRID: (chopping on a cutting board) One hundred, Walter.
WALTER: (joins her and inspects her work) Almost. Fifty more chops. (turns to greet the new arrival)
Agent Dunham.
OLIVIA: Walter, hey. So, you said you wanted to see me.
WALTER: Oh, I had an idea. I think I may be able to help you retrieve your memories from the accident,
when you disappeared from the automobile in New York.
OLIVIA: I - I remember that bit.
WALTER: Of course you do.
PETER: (joins the group) Walter, I thought that we agreed that this was a stupid idea. (Astrid starts the
WALTER: Oh, no, you decided. I still maintain that the principle is perfectly sound.
PETER: He wants you to eat worms.
WALTER: Not just worms, flatworms! (Astrid stops the blender) The thing is, Agent Dunham, I recalled an
experiment that Belly and I did w-where we trained a handful of flatworms to respond to light. We then
crushed them up and fed them to other worms. It was Belly's idea.
ASTRID: (slightly disgusted) Because who wouldn't think to do that?
WALTER: The point is that these other worms, without having been trained, began to respond to light. It
seems the first worms transferred their memories to the other worms through ingestion.
PETER: Right, but that still has nothing to do with stimulating Agent Dunham's memory.
WALTER: How will we know unless we try? That's why it's called an experiment, Peter.
PETER: Thanks. I know what an experiment is.
(Olivia slips away from the bickering and swallows a large gulp of the worm puree)
WALTER: If Archimedes never decided to take a bath--
ASTRID: Uh, guys?
WALTER: (turns to see Olivia's situation) Astrid, water. (to Olivia) I was going to mix it with strawberries.
ASTRID: (answers cell phone) "Bishop's Deli."
Elias Cryonics - Crime Scene
BROYLES: (to arriving trio) This is what we know so far. Facility manager arrived to work this morning at
6:30, saw the bodies and called it in to the local P.D.
PETER: So the robbery took place in the middle of the night. That makes three cryogenic facilities in a
week, same M.O. As Chicago and New York.
BROYLES: Yeah, but Chicago was a straight "B" and "E." But in all three cases, the target was the same.
PETER: Frozen heads. Which does bring up several obvious questions -- first of which, what the hell for?
BROYLES: Police recovered ten shell casings from a nine millimeter. Looks like a single perp rolled up
and dropped four men, two of whom were armed.
WALTER: (interrupts anxiously, to Broyles) Excuse me. Can I see the body that's bleeding silver now?
(inspecting the corpse and collecting samples)
PETER: Walter.
WALTER: Perfect, son. It has the consistency of mercury. (collecting a vial of the leaked bodily fluids)
OLIVIA: (continuing the briefing privately) These robberies are obviously connected. We should pull the
files on New York and Chicago.
BROYLES: I'll make some calls, tell the local agents that we're taking over the investigations.
OLIVIA: (as Broyles walks away) Yes, sir. (as Peter approaches she has more cryptic visions of Bell, a
ringing ships bell, Bell speaking backwards, a written message and Bells' Manhattan office tower)
PETER: (sensing she is off a little) You okay?
OLIVIA: Uh, yeah. So, um, what does Walter think?
PETER: Meet Mister Silver blood. Walter thinks it's actually mercury. (hands her the evidence bag)
OLIVIA: Mercury?
WALTER: (alone with the corpse, he is joined) Agent Francis, hello.
WALTER: You all right? You look pale.
CHARLIE: Yeah. I didn't get much sleep last night.
WALTER: Oh. I may be able to help you with that... a little cannabis before bedtime does wonders, huh?
(jokingly, as Peter joins them, he removes a small electronic device from the pocket of the corpse) I
recognize this. This is the device the shape-shifter used.
Wooded Area - Shaving Skulls
(shaving the hair off of the stolen skulls and discarding them when he doesn't find what he is looking for,
Smith is joined a fellow shape-shifter morphed as Charlie Francis)
SMITH: You look like hell.
CHARLIE: That was, uh... that was sloppy. You killed four men last night, including one of our own.
SMITH: There's nothing to link him to us.
CHARLIE: Maybe not, but now the F.B.I. -- they have him. They understand what he is.
SMITH: You've been in this body too long. You're dying. You need to get back home and get fitted with a
new conversion device. I'd let you use mine... but what would be the point.
CHARLIE: Yeah. It wouldn't do anything anyway.
SMITH: You've asked for extraction. (shaves the last skull)
CHARLIE: They say not until the mission is done.
SMITH: They're real sweethearts. Damn. That's the last one. He's not here. There's another facility in North
Carolina. (closes rear door on van)
CHARLIE: I have another idea. Olivia Dunham is starting to remember her time on the other side. I'm
thinking she may know where it's hidden.
SMITH: His head?
SMITH: What makes you think that?
CHARLIE: If Bell knows that we're looking for it, it seemed like a likely reason why he'd bring her over to
the other side.
SMITH: Well, if you're right, and you don't want that body to be your last, then I suggest you do whatever it
takes to make her remember. (walks off leaving his associate brooding)
Table Talk - Conversion Device
OLIVIA: Why...
BROYLES: Why are shape-shifting soldiers from another universe stealing frozen heads?
OLIVIA: The most likely explanation that we can think of is that they're looking for a specific head, but
they don't know where it is.
BROYLES: Okay. Then who?
OLIVIA: We don't know. These facilities pride themselves on secrecy. So despite the thefts, none of them
have been willing to give up their client lists. What about the other device, the one we found a few weeks
ago? Did it give any indication who these people are?
BROYLES: Unfortunately, the other device is broken. We asked Massive Dynamic to see what they could
make of it, but apparently they've been stumped.
OLIVIA: Well, this one doesn't appear to be damaged. So maybe Peter can figure something out.
BROYLES: I suppose he knows a guy?
OLIVIA: He knew enough about engineering to fake his way into M.I.T.
BROYLES: Well, let me know if you learn anything. In the meantime, I'm considering giving you a
protective detail.
OLIVIA: A protective detail? Why?
BROYLES: The last time Peter showed me one of these devices, its owner had just tried to kill you.
OLIVIA: I'm not worried, 'cause that was six weeks ago. So if a shape-shifting assassin wanted me dead...
then I would be.
Walter's Lab - Hybrid Inspection
WALTER: Let's see how this thing operates.
ASTRID: What are you saying, that this is not a person?
WALTER: My dear, I'm not certain that you're not simply a figment of my imagination. No, this is certainly
not human, rather a highly advanced technology -- A mechano-organic hybrid. I suspect that they produce,
or possibly ingest the mercury, and that it controls the tissue, instructing it to take, and maintain shapes.
WALTER: We have to call Agent Dunham. I need to talk to her right away.
Harvard Campus - Electronics Lab
PETER: You know what this reminds me of? Did you ever see that movie - Invasion of the Body
OLIVIA: Which version -- Don Siegel or Philip Kaufman?
PETER: [laughs] The remake. I remember when I saw that movie, I was so scared, I didn't sleep for a week.
I was convinced that if I fell asleep, I was gonna be replaced by a pod person.
OLIVIA: Is this your way of trying to ask me if I'm scared?
PETER: No, of course not. I mean, I figure if you were scared, you'd tell me, right? Besides, I figure
between the two of us, you're the one that carries the gun. [static] What the hell?
OLIVIA: What is it?
PETER: I'm not sure. I was just trying to turn it on, but... (high-pitched whine) looks like this thing is
streaming data... and lots of it.
[cell phone rings]
Walter's Lab - Bad News
WALTER: I've got good news and bad news. The bad news is that the shape-shifter's blood is forty-seven
percent mercury.
PETER: Which means?
WALTER: Well, I'm not sure, but I went back and re-examined the autopsy reports for the first shape-
WALTER: And... her blood sample is perfectly normal -- just traces of mercury, which would suggest that,
despite what we thought back then...
OLIVIA: ...she wasn't a shape-shifter at all.
WALTER: I'm afraid so.
OLIVIA: So the shape-shifter is still alive, which means by now, it could be disguised as anyone.
WALTER: And you could still be in danger. Would you like to hear the good news now? I think I may
know how to find him. Rebecca Kibner. [audio fast-forwards]
PETER: You showed us this. The girl you experimented on.
WALTER: Yes, to see things others could not.
REBECCA KIBNER: Oh, yes, a soldier... Oh, from somewhere else. [laughs]
WALTER: There.
REBECCA KIBNER: He's glowing, man.
WALTER: If she was able to identify the shape-shifter once, she may be able to do it again.
REBECCA KIBNER: He's from a place that looks like this, but it's not here. He's-- [gasps] He's from
another universe, man.
Pharmacy Stop - Buying Thermometers
OLIVIA: (on cell phone walking across campus) Hey, looks like we may have some leads on how to
identify the shape-shifters. Walter has an idea, and I have a thought about the device. But in the meantime,
can you check in with Broyles, see if there's something new from the crime scenes?
CHARLIE: Sure thing. [inhales sharply] hmm...
STORE CLERK: Starting your own pharmacy?
CHARLIE: [grunts] [gasping]
Massive Dynamic - Briefing Nina
[man speaking backwards]
NINA: You found another one.
OLIVIA: Peter says this device is streaming loads of data, and he believes it's possible that these devices
store a pattern of their last victim.
NINA: Our scientists have the same theory. In fact, they thought they might be able to extract an image.
They also theorize each device is tuned to a specific user, which suggests that since the shape-changer that
tried to kill you no longer has his device, he's trapped in his current body. Our scientists have been working
on revealing that shape-shifter's identity, but what with all the damage to the other unit --
OLIVIA: Well, this one is intact.
NINA: Then let's take a look, shall we?
Massive Dynamic - Geek Squad
NINA: So can you fix it?
BRANDON: Do you understand you're asking me if I can repair a piece of technology that is entirely unlike
anything that has ever existed here on Earth?
NINA: Brandon --
BRANDON: Now that I have one that works, I can do it in three hours... tops.
NINA: Good, then get started right away.
BRANDON: Yes ma'am.
OLIVIA: Okay, so I'm gonna head back to Boston. Will you call me if he gets it working?
BRANDON: Oh, I can do better than that. I can set up a rendering program and patch you in... in real time.
If you want, you can see it all for yourself. A computer, from your cell phone, I can log you into our server.
NINA: Ahem.
BRANDON: The public one. The public server, of course... if it's okay with you.
Kibner Residence - Warm Welcome
PETER: Nice house.
WALTER: Yes, it's lovely. Rebecca always had fine taste. Do you think she'll remember me?
PETER: [chuckles] I think she might. I'm gonna guess there's not too many men in her life who have
strapped her to a table and pumped her full of a massive amount of psychedelics.
PETER: Walter, you didn't--
WALTER: What, son?
PETER: Uh, nothing. [knocking at door]
WALTER: Peter, wait. Could you do the talking? Please, son.
PETER: Sure. Ms. Kibner? Hi. I'm Peter Bishop.
REBECCA KIBNER: Walter? Is it you?
WALTER: Hello, Rebecca.
REBECCA KIBNER: Oh, my God. Hello.
REBECCA KIBNER: At first, I assumed it was all just a figment of my imagination and the L.S.D., of
course. But after a while, it wasn't just during the experiments. I would see their faces in front of me. They
seemed to have, I don't know, a certain glow about them.
PETER: The shape-shifters?
REBECCA KIBNER: Mm-hmm. It -- it took me a year or two to really understand it. But I realized that... I
was recognizing people that didn't belong. You know, like that children's song -- "one of these things is not
like the others."
WALTER: "one of these things is not like the others. One of these things just doesn't belong." Sesame
REBECCA KIBNER: Yes, that's it.
WALTER: Our experiment triggered an ability to see beyond the limits of your vision.
REBECCA KIBNER: You gave me a great gift, Walter. You, uh... opened my mind for a time. In fact, I
even tried to look you up about ten years ago, tried to contact Harvard, but no one knew where you were or
how to reach you.
WALTER: I was--
PETER: Travelling. My father was travelling. Ms. Kibner, you said 'for a time'. Does that mean that the
ability has faded?
REBECCA KIBNER: Not entirely, no. Comes and goes as it pleases. I just have memories.
PETER: These people -- the shape-shifters -- we have reason to believe that some of them are amongst us
right now. We were hoping that you might be able to help us identify them.
REBECCA KIBNER: I told you, it's -- it's mostly gone.
WALTER: What if you could get it back -- your ability?
REBECCA KIBNER: You mean do the experiment again?
WALTER: Which I must advise against. Anytime one exposes one's brain to that amount of hallucinogens--
REBECCA KIBNER: Yeah, sure. I'll help you.
Walter's Lab - Drugging Rebecca
(Walter jams to classic rock)
PETER: Just a couple more.
REBECCA KIBNER: Actually, that one goes more on my temple.
PETER: You're an old pro at this, huh?
REBECCA KIBNER: Drug-infused mystical awakenings, guided by your father, aren't exactly something
you can forget.
OLIVIA: Hi. Uh, I'm Agent Olivia Dunham.
OLIVIA: Thank you so much for doing this.
ASTRID: Walter, you said you wanted to start her with Salvia. We don't have any Salvia.
REBECCA KIBNER: You used to... um, in that cabinet on the second shelf, over on the right.
[bottles clanking]
ASTRID: Got it.
WALTER: Ah. Oh. I don't suppose you recall where I left my slippers.
OLIVIA: Excuse me. Astrid, can you do me a favor? Do you think you could log onto this site from your
ASTRID: Massive Dynamic. This looks like their secure FTP.
OLIVIA: Mm-hmm.
ASTRID: Sure thing.
WALTER: This is the first of the psychedelics. Ready to begin?
REBECCA KIBNER: I think I've been ready for the past ten years.
PETER: It's working. The tech must be rebuilding the image from the broken device.
ASTRID: It looks like a department store mannequin.
OLIVIA: Okay. Now let's just load it up on my phone.
WALTER: When Belly and I first did this, we prepped her for thirty-six hours. But I'm thinking... for this
type of spatial disorientation, we can reduce it to a few moments.
PETER: Isn't that dangerous?
WALTER: More than injecting her with substantial amounts of untested, homemade psychoactive drugs?
Astrid... get me three syringes of Phenothiazine. It's on the top shelf, under "a" for "antipsychotics." And
two vials of Valium... just to be safe.
PETER: Ready?
WALTER: Yes, son.
PETER: I want you to tell me if this starts to get uncomfortable, okay?
REBECCA KIBNER: Thank you. I met you once before. You were just a baby, but... I swore I saw... Ohh!
Ohh, here we go!
PETER: I think we're ready, Walter. [breathing deeply]
WALTER: Rebecca, focus on my voice.
WALTER: Concentrate on the people who don't belong.
REBECCA KIBNER: You mean... the ones that change their appearance? [gasping]
WALTER: There's no need to be afraid. You can see them...
ASTRID: Hey, Peter.
WALTER: ...but they can't see you.
[Rebecca panting, whimpering]
WALTER: Listen to my voice. I'm going to take you over the threshold. We're walking through Johnston
Gate into Harvard Yard. Can you see it? It's Autumn, and it's late. The leaves crunch under our feet. Past the
statue of John Harvard.
REBECCA KIBNER: [breathing heavily]
WALTER: Now we're passing University Hall... Memorial Church is up ahead.
WALTER: Ring. [bell dings]
PETER: Walter! Hey, Walter. Olivia. Olivia! Olivia!
WILLIAM BELL: Olivia. After all these years... it is so nice to finally see you again.
Bell's Office - Introductions
WILLIAM BELL: You'll have to forgive me. The method by which I brought you over here was crude, and
I'm sorry for that, but there were people who were trying to prevent our meeting. This is not at all the kind
of reunion I had always envisioned.
OLIVIA: The reunion that you had envisioned? Doctor Bell, I have been trying to meet with you for over a
WILLIAM BELL: Please, call me William... or Willam - if that feels warmer to you. Willam -- that's what
you always called me when you were a girl. How do you like your tea?
OLIVIA: I don't want any tea. I want answers. [rumbling]
WILLIAM BELL: [laughs] You're still a little disoriented from the time slips, aren't you? Happened to me
when I first came here. You're -- you're out of sync with this side. You're lucky. Most people who cross
dimensions, without your natural talent, are simply torn apart.
OLIVIA: Well, 'lucky' isn't the word that I would choose. [rumbling] [gas hissing] [breathing deeply]
WILLIAM BELL: Ahh. I don't know how much Walter's told you by now. I don't know how much he
OLIVIA: He told me what you two did to me when I was just a girl... how you conducted drug trials on
young children.
WILLIAM BELL: We weren't trying to hurt you, Olivia. We weren't trying to hurt anybody.
OLIVIA: Hey, guess what? [chuckles] You did. I've met some of the others. To say that they are
permanently damaged would be an understatement.
WILLIAM BELL: Yes. In any search for knowledge, there are always unintended consequences -- victims,
you might say. But not you. I can see that... just by looking at you. In fact, you're just coming into your
ability. [rumbling] [echoing] I've seen history repeat itself enough times to know a war is coming, just as we
predicted, Walter and I, years ago, and we knew that we had to prepare a guardian, someone to watch the
OLIVIA: The gate?
WILLIAM BELL: Between this side and yours. I would like to say 'ours', because that's where I came from,
but I'm afraid I would sound disingenuous.
OLIVIA: Go on.
WILLIAM BELL: For reasons that will become clear in time, I cannot go back yet, maybe not ever. But
now we know how difficult it is to cross over. I can count on my hand the number of people who've done it
safely. But on this side, they've become more insidious. They have designed hybrids -- part organic tissue,
part machine -- that can do things that humans can't. They can change shapes, taking the form of human
beings. Over here, they call them 'the first wave'.
OLIVIA: So you're saying that these hybrids are already on our side.
WILLIAM BELL: I know it's difficult to grasp.
OLIVIA: Oh, I can grasp it just fine. I don't trust you, Doctor Bell... or William, or... Willam... or whatever
cutesy name you think might appeal to my childhood instincts. It won't. Your company has been involved
in, if not directly responsible for, some of the most horrific things that I have ever seen, to say nothing of
the fact that you just yanked me into a parallel universe to warn me about an inter-dimensional war that I
believe you are responsible for starting. So what I want is not warmth, or tea. It's the truth.
WILLIAM BELL: The truth will come out. It always does. Livvy, you don't have to trust me. You don't
even have to like me, but you can't deny I have a unique perspective, shaped by having lived in two worlds.
I know the difference a wrong choice can make... or a right one. For example, this building is still standing
because different choices were made. So, Livvy, if you can look past your anger, you may find that I am
more of an ally than you think. [rumbling] [voices echoing] A storm is coming, perhaps the last and worst
storm of all. And when it is over, I fear there will be little left of our world. The shape-shifters on your side
are looking for someone, someone to open the door between universes, and if they find him, there will be no
stopping them, and that is why you must find him first.
WILLIAM BELL: You are the one, Olivia. Of all the children that Walter and I prepared, you were the
strongest. You were always the strongest. [rumbling] Remember this symbol. It's hidden on their leader.
That's how you'll know him. [echoing] Show this to Nina Sharp. [rumbling] She can help you. We're out of
time. [bell dings] Olivia. [echoing voices] [rumbling]
Walter's Lab - Olivia's Return
PETER: Olivia. Olivia. Olivia! Can you hear me?
WALTER: Astrid, Nitroglycerine, thirty C.C.s. Peter, turn the head to the side, make sure she can breathe.
PETER: Walter, what's happening?
WALTER: I think she's receiving a flood of memories. Could be too much, too fast. [bell dings]
WILLIAM BELL: You should stand. I think it'll be less painful that way.
OLIVIA: What will?
WILLIAM BELL: And remember this -- Einai kalytero... Anthropo apo toy... Patera toy. Tell that to Peter.
You're going to need him by your side. Tell it to him. He'll know what it means. [rumbling]
WALTER: We have to shock her heart. There's a vial of adrenaline, Peter.
WILLIAM BELL: And I'm afraid there's no avoiding what has to happen next. I pulled you out of a moving
car. Momentum can be deferred, but it must always be paid back, in full. [rumbling]
WALTER: Okay. Into her heart - between the ribs. Count to three -- one, two...
WILLIAM BELL: As I once said to Walter, physics is a bitch.
WALTER: Three!
PETER: Sorry, Olivia.
OLIVIA: [gasping, groaning in pain] I need to speak to Nina Sharp!
Massive Dynamic - Intercepting Nina
NINA: Nina Sharp.
OLIVIA: Nina, we need to talk.
NINA: Olivia?
OLIVIA: Look, I'm on my way there now.
NINA: I'm sorry. I'm just about to leave for Hong Kong.
OLIVIA: I have a message from William Bell.
NINA: (to her assistant) Cancel the plane.
Harvard Campus - Escorting Rebecca
REBECCA KIBNER: I wish I could have been more of a help to you.
PETER: Oh, you did great. You sure you're all right to drive?
WALTER: Oh, she's fine. The injections I gave her would have counteracted any hallucinogenics in her
system. Peter.
PETER: Yeah?
WALTER: I think I'd like to drive home with her.
PETER: You just said that all the drugs were out of her system. How are you gonna get back home, Walter?
WALTER: The bus.
PETER: Okay.
WALTER: Peter I need some money. (To Rebecca) He said okay.
PETER: It was a pleasure meeting you.
REBECCA KIBNER: You too, Peter. Say good-bye to Agent Dunham for me, will you?
PETER: What?
REBECCA KIBNER: Oh, nothing. I... [sighs] I'm sorry. It's probably just the drugs.
Walter's Lab - Infiltrated
CHARLIE: Where is everyone?
ASTRID: Uh, Peter and Doctor Bishop are out, and Olivia went to New York to see Nina Sharp. I can call
her if you want me to. She just left a few minutes --
CHARLIE: No, that's okay. I'll talk to her when she gets back. What is this?
ASTRID: Oh, that's Massive Dynamic. They're rebuilding the image from the broken device.
Massive Dynamic - Suspecting Nina
NINA: Doctor Bell showed you this?
OLIVIA: Yeah. Have you ever seen that before -- that symbol?
OLIVIA: Well, that's what he told me. He said it would be hidden somewhere on their leader's body.
NINA: Well, then I suspect it would be on his head, assuming that's what the cryogenic hijackings are
about. And that's all Doctor Bell told you?
OLIVIA: He said that the man with that mark... would try to open a door between our two worlds... that a
storm was coming, and that the only way to stop it would be for me to find him before the shape-shifters
NINA: A storm?
OLIVIA: Yeah. What?
NINA: It was a phrase he used. When Doctor Bell realized the existence of the other side, the thing he
dreaded most was the inevitable collision... if our two universes ever came together.
OLIVIA: Collision?
NINA: The Pauli Exclusion Principle means that no two objects can occupy the same space at the same
time. Doctor Bell was afraid that if the doorway between the two sides was ever opened... that the
unavoidable conclusion... only one world would remain. It's what he called the last great storm.
[high-pitched tone, rumbling]
WILLIAM BELL: Laston-Hennings Cryonics.
[cell phone rings]
OLIVIA: I'm sorry. I have to go.
NINA: Olivia? Whatever Massive Dynamic can do to help find this man, we are at your service.
[thunder rumbling]
Massive Dynamic - Intercepting Olivia
OLIVIA: How'd you know?
CHARLIE: Listen to me carefully. My car's around the corner, we got a S.W.A.T. team inbound. As soon
as I verify you're out of this building, they're gonna shred this place. Let's move.
OLIVIA: Oh, God, Charlie, I almost told her everything. I got to call Broyles.
CHARLIE: What do you mean "almost"?
OLIVIA: Well, I just realized where it is, the head that they're looking for. Bell told me. It's at Laston-
Hennings Cryonics.
[ringing] (Olivia looks at her phone and sees a reconstruction of Charlie as the shape shifter.)
Empty Alleyway - Death Match
OLIVIA: Ohh! Ohh! [coughing] Ohh! Ugh! Ugh!
CHARLIE: [on cellphone] It's me. Laston-Hennings Cryonics.
OLIVIA: Ohh! Ohh! [coughing] Ohh! Ugh! Ugh!
PASSERBY: What are you doing? [gunshot] [gunshot]
[gunshot] [gunshot] [gunshot] [gunshot]
Kibner Residence - Warm Farewell
REBECCA KIBNER: Won't you come in?
WALTER: I don't think I should. The bus leaves every half hour, and... oh, I only have fourteen minutes to
walk to the stop.
REBECCA KIBNER: Some day, huh? [laughs] Not at all what I expected when I woke up this morning.
WALTER: That's the way of things... the best days and the worst days rarely are. Rebecca, what I did to
you -- it was wrong.
WALTER: No, no. You were young, and I took advantage, and...
REBECCA KIBNER: (kisses him gently) I've wanted to do that for so long. Oh, Walter, what you did --
you made me... Special.
WALTER: The truth is... I believe you were always special. I must go... under 12 minutes.
A Quiet Park Bench
BROYLES: You had no choice. If you didn't kill him, he would have killed you. It's not your fault.
Whatever that thing was, it wasn't Charlie.
OLIVIA: They killed him for what? To open a door to the other side? And who are these people, and what
do they want? What did we do to them?
BROYLES: Laston-Hennings Cryonics was hit 15 minutes before our protective detail arrived. They took
everything. All the cryo-capsules are gone.
OLIVIA: So they found who they were looking for.
BROYLES: I assume so.
OLIVIA: William Bell pulled me to another universe to give me a warning. That's how important this is.
And I failed.
BROYLES: Olivia, we'll find them.
In A Makeshift Lab
(Smith continues the crewcuts for the frozen skulls. a skull is found with the telling symbol. thawed, it has
been attached to a mechanical body. the eyes open)
Bowling Alley - More Therapy
SAM WEISS: (as he sits reading, not looking at the person who just entered) We're closed.
OLIVIA: I think I owe you a thank you. I got my memories back from the accident, so... I figured I wouldn't
be needing these. (places her bowling shoes on the counter)
SAM WEISS: (studies her face for a few seconds) Who died? (they move to the seats near a lane) You and
your partner, Charlie, were pretty close, huh?
OLIVIA: (nods yes)
SAM WEISS: I guess getting your memory back wasn't your only problem?
OLIVIA: Oh, of course I have problems, but... the problems I have I can handle.
SAM WEISS: I'm sure you can. You know, if you ask me, what you need right now, Agent Dunham, is
something to help you with everything you've been going through... something to help you... make sense of
it all.
OLIVIA: Like bowling?
SAM WEISS: Well, what do you know? She makes a joke. (both smile) No, I got another project for you.
But yes, like bowling. You're gonna think I'm full of it, but here's the thing, Olivia, whether you admit it or
not, your life is something of a nightmare. I hope you don't have anything against the color red. (puts a
piece of note paper on the table for her)
Seattle, WA - Greg Goes Postal
(Langdon & Rob Law Firm. 3:34 PM and Greg is late. as he finds his way from the elevator, thru the
cubicles to the meeting room, he has terrible hallucinations that most of his associates are evil demonic
CO-WORKER: Jeez, Greg. Carl's really pissed off at you. What, uh -- what'd you do, man? You better get
in there.
GREG LEITER: I'm going.
SECRETARY: (intercepting Greg at the conference room door) Finally. We've been waiting. Are you
CARL LANGDON: (as Greg enters) Leiter! Do you know how much trouble you caused me? (in full
demonic face to Greg) I am going to destroy you!
(Greg goes to town on Carl... smashing his face with his silver Halliburton briefcase - repeatedly)
CO-WORKERS: What the hell? (pulling Greg from his murderous act) What are you - crazy? Stop it!
(Greg's eyes flitter back and forth very rapidly)
Casa d'Bishop - Moving Day
(having found new living quarters, the Bishop Boys are busy with boxes, movers, and in Walter's case -
WALTER: (to a mover) You can bring that in here, please.
PETER: (to the mover) Hang on. (to his father) Walter, what are you doing?
WALTER: (setting-up camp in the middle of the family room) Making my bed. I've got a fireplace to keep
me warm, and if I get hungry in the middle of the night, the kitchen is only thirteen steps away, which is a
prime number and a sign of good fortune.
PETER: You know that you have a bedroom, right? Upstairs.
WALTER: Oh, I know what you're thinking. Don't worry, son. I promise to wear my shorts to bed so that if
you bring any young ladies home there won't be any embarrassing moments.
ASTRID: (coming in from outside with gifts) Knock, knock.
WALTER: Agent Farnsworth. Welcome to our new home.
ASTRID: Thank you.
WALTER: Oh. Oh, housewarming. I love presents.
ASTRID: (to Peter) Hey.
PETER: (to his father who has his face buried in a gift) Oh. Walter, come on.
WALTER: (guessing) Italian ciabatta bread.
ASTRID: Very impressive, Walter.
ASTRID: It's for good luck. (to Peter) I brought something for you too.
PETER: Oh, you shouldn't have.
ASTRID: Agent Dunham sent this over. A man kills his boss, he doesn't remember, and then he has this
really crazy thing with his eyes.
PETER: (reads the file she handed him) This says there's video surveillance.
ASTRID: I saw it. Whatever was happening to that man, it wasn't normal.
WALTER: Do I eat it or keep it?
ASTRID: I suppose whichever you'd like.
PETER: Pack a bag, Walter. We're going to Seattle.
Washington General - Meeting Greg
(the science trio pulls up to the front of a large hospital in a taxicab, and gets out)
PETER: (to the driver as he retrieves bags from the trunk) Thank you.
OLIVIA: (paying the driver) There you go. Do you have a card? In case we need a ride while we're in town.
(takes a business card) Thank you.
(inside the hospital, walking the corridors to the restrained Leiter)
DETECTIVE GREEN: Thanks for coming out. We brought Mister Leiter here around six last night. We
haven't managed to get anything out of him.
OLIVIA: He hasn't been cooperative?
DETECTIVE GREEN: He hasn't been responsive. We only just managed to wake him up.
PETER: Wait. He's been asleep for sixteen hours?
DETECTIVE GREEN: Like he was drugged. The doctors only managed to wake him up a few minutes ago.
WALTER: (nervously, at the observation window) Peter, I - I don't want to go in there. I'd rather stay out
PETER: Sure.
(bedside with the seemingly rational Leiter)
OLIVIA: Can you tell us what happened, Mister Leiter?
GREG LEITER: It doesn't make sense. I remember driving to work from lunch, pulling into the garage, and
then I was on the floor in Carl Langdon's office. They were holding me down.
OLIVIA: And there's nothing else that you remember from yesterday? Nothing unusual?
GREG LEITER: You're gonna think I'm crazy.
OLIVIA: Try me.
GREG LEITER: The office... it was like the office Was infiltrated by these creatures. And Carl, he was their
leader. (more agitated) He had horns... like some demon. I know. It sounds nuts. Almost like I'm dreaming,
or like it was...
OLIVIA: Mister Leiter? (as he fights at his restraints) Mister Leiter?
PETER: Walter.
DETECTIVE GREEN: What is it? (as everyone watching rushes into the room)
ATTENDANT: You can't go in the room missus..
JILL LEITER: Greg! Oh, my God! Oh, my God! (panicked)
JILL LEITER: No, Greg! No! No! (as he dies, instantly graying in the process)
Washington General - Preliminary Autopsy
WALTER: (inspecting Leiter's corpse in the hospital) That's odd. He's warm. He should be cooler by now.
(distracted) The oven -- Peter, I think we forgot to turn it off at home.
PETER: Walter, we've never even turned it on.
WALTER: Are you sure? (getting worried)
PETER: Walter, we never turned the oven on. We did not leave the front door unlocked, and the toaster is
not gonna burn the house down - what's going on with you, Walter? You've been acting weird ever since we
got here.
SHAYNE WILSON: (entering the lab) Apologies, we're still waiting on the tox screen. But the blood C.B.
C. is, uh...
WALTER: ... severe thyroxine deficit, curiously high levels of adrenal hormones.
SHAYNE WILSON: How did you know that?
WALTER: Um um, Shock-induced achromotrichia, hyperkeratotic skin lesions, and clear signs of
dehydration. (pointing to portions of the corpse) It seems that this man died of -- of acute exhaustion.
SHAYNE WILSON: That doesn't make any sense. Human beings can't die of...
WALTER: ...not that we're aware of, no. It has been documented in rats. (resolutely) I need this body taken
back to my lab.
WALTER: In Boston, Massachusetts.
PETER: (intervening) Walter, whatever you need, I'm sure they have it here.
WALTER: Would you excuse me, Doctor? (walks over to his son, insecure) Peter, I - I need to go home. I
don't like it here.
PETER: Walter.
WALTER: This city - has a smell.
PETER: Walter.
WALTER: It's wet! (nervous) It reminds me of Saint Claire's, the mental institution where I lived. Peter, I
want to go home. You stay. Help Agent Dunham, but, but...
PETER: ...okay. We'll find someone to take you home.
WALTER: (quite grateful) Thank you.
Leaving Seattle - Hospital Loading
PETER: (watching as Walter supervises the med techs loading Leiter for the trip to the airport) Seems pretty
harmless. Looks can be deceiving.
AGENT KASHNER: Buddy, I've been with The Bureau for three years. Flying your father home shouldn't
be a problem.
PETER: Right. You'll want to keep his Sudoku pad handy. There's also a copy of Max Planck's book on
entropy in his backpack. That should keep him busy for a couple hours. And whatever you do, under no
circumstances let him drink.
AGENT KASHNER: Bit of a tippler, huh? (jokingly)
PETER: (seriously) No, at any given time, there's a good chance there's about a half dozen psychotropic
drugs in his system, so drinking -- it's not a good idea.
OLIVIA: (joining the team on the loading dock) Thank you, Doctor. You know, I really appreciate your
SHAYNE WILSON: Yeah, no problem.
OLIVIA: Do you have a business card? So that I - I can send you a copy of the results.
SHAYNE WILSON: Uh, of course.
OLIVIA: Thank you. (joins Peter)
WALTER: (chiding the med techs at the ambulance) No! You can't put the body in feet first. Lunatics. Out,
out. (barking)
PETER: (privately to Olivia) You think he'll be alright?
OLIVIA: (grinning) Walter or Agent Kashner?
Leiter Residence - Sleep Journal
(sitting quietly in her front room)
JILL LEITER: (somberly) Greg used to call me every day after lunch. When he didn't call, I knew that
something was wrong.
OLIVIA: But there'd... there had been no change in his behavior recently?
JILL LEITER: He was a little more tired than usual, but he'd been working a lot.
OLIVIA: But no illnesses? No hallucinations?
JILL LEITER: No, not at all. I can't believe he's gone. (tearful)
PETER: (snooping around the room) Mrs. Leiter... did your husband have any sleep issues? (pointing)These
books -- guide to sleep disorders, understanding sleep?...
JILL LEITER: He used to sleepwalk. Sometimes he'd wake-up in the kitchen having cooked a whole meal.
OLIVIA: Was he ever violent?
JILL LEITER: No. No, never. And he was cured. He had seen a few specialists. He hadn't had an episode in
six months.
OLIVIA: Uh, we'll need the names of those doctors.
PETER: And did he by any chance keep a sleep journal?
JILL LEITER: Yeah. Would you like to see it?
PETER: Yes. Please.
Walter's Lab - Late Night Return
WALTER: Just in time, dear. Help me with this infernal body bag.
AGENT KASHNER: (on cell phone in background) This is Agent Kashner.
ASTRID: Walter, it's almost Midnight.
AGENT KASHNER: Yes, I'll hold.
WALTER: The ride back was invigorating. (excited) The turbulence over Ohio was like being in the belly
of a seizing whale. I screamed like a little girl.
ASTRID: I'm sure that went over well with the rest of the passengers.
AGENT KASHNER: (phone argument) No, it's Bishop. B-I-S-H-O-P. Yes, we got the body.
ASTRID: What's that about?
WALTER: They detained our bags.
AGENT KASHNER: Raw milk? No, I'm pretty sure Doctor Bishop wouldn't have packed a bottle of raw...
GENE: Moo.
AGENT KASHNER: ... milk. Yes, I understand it's against the law. I'm a federal agent.
WALTER: (quietly with Astrid) That's odd -- nine stitches... (on Leiter's neck) Surgical. There's no reason
for an incision there. Astricks, my small bone saw, please.
ASTRID: Astrid!
AGENT KASHNER: Doctor Bishop, I - I'm sorry, but, uh, those bags won't be available to us until
WALTER: That's okay. In fact, you can assist us in removing his scalp. (Kashner raises his eyebrows) Once
you get used to the smell, it's really quite something. Come on.
Seattle Hotel - Pajama Party
(he has been reading the sleep journal and knocks on her door to talk about it)
PETER: I didn't wake you, did I? (shakes her head no and shows him her toothbrush. he enters. she closes
the door and stares at his M.I.T. t-shirt) What?
OLIVIA: Cute. Except in my case, I actually graduated. (referencing her Northwestern t-shirt) I'm guessing,
uh, you bought yours to impress the girls. (puts toothbrush away)
PETER: (candidly) Yeah, more or less.
OLIVIA: So what you got?
PETER: (hands her the journal and they sit) Greg Leiter's sleep journal. His wife was right. For the last
couple months, he's been averaging between eight and ten hours of sleep every night.
OLIVIA: Then how can he die of exhaustion?
PETER: It gets weirder. He was also using it as a dream diary. Guess what his nightmares were about.
OLIVIA: Demons?
PETER: Yeah. At least once a week. Then a couple months ago, all of a sudden, they stop.
OLIVIA: So do you think this is some kind of extreme sleepwalking?
PETER: No, sleepwalkers don't generally get violent. And unlike Greg Leiter, they don't remember their
OLIVIA: (coy) Where'd you learn that? M.I.T.?
PETER: As a kid, I used to get these terrible nightmares, almost every night. So I know a thing or two about
OLIVIA: I'm sorry. That must have been awful.
PETER: Actually, it was one of the rare occasions in my childhood that walter was helpful. He taught me to
condition myself. Every night before I went to sleep I had to say a mantra in my head. "Please don't dream
tonight. Please don't dream tonight. Please don't dream tonight."
OLIVIA: Did that work?
PETER: Well, you can't stop yourself from dreaming, but it did make it so that I didn't remember. From the
age of eight to almost nineteen... don't remember a single dream. No more nightmares.
OLIVIA: (answers cell phone and listens. then tells Peter) There's been another incident.
Seattle Streets - Vehicular Manslaughter
(on the dark, wet streets, law enforcement is securing a crash scene between an automobile and a
OBSERVING OFFICER: The guy on the bike was dead on impact. The woman must have been driving
forty miles per hour when she...
OTHER OFFICER: Crash killed her too..
OBSERVING OFFICER: She's dead, but it wasn't from the crash.
ROB ROSIELLO: (talking to Olivia as his wife is loaded on a gurney in an open body bag) Ellen was
calling to let me know she was heading home from the office. We were on the phone when she... she said
she saw a monster. Did -- did you see her white hair? What happened to her?
Walter's Lab - Brain Autopsy
WALTER: (to the helpful agent) Hold it steady, Agent Casper.
AGENT KASHNER: (to Walter) It's Kashner. (to Astrid) Do this kind of thing often?
ASTRID: Brains? No. Although Walter gets particularly excited whenever we do.
WALTER: Hmm. Look at that. (softly to Astrid) Would you call Peter?
AGENT KASHNER: (as Walter pulls a small transmitter from the corpses brain) Ugh. I'm out.
ASTRID: (on phone to Peter at crash scene) Hey, I've got Walter for you.
PETER: (to Astrid on the phone) A filament? What kind of filament? Hold on a second, fellas. (stopping the
coroners team) Mind if I take a look at her? (opens the body bag)
WALTER: (studies the electronic component) Some kind of little computer chip imbedded in his midbrain.
PETER: (supposing) The Thalamus?
WALTER: Yes, that would make sense. Well done, son.
PETER: Hold up, Walter. Agent Dunham.
OLIVIA: (to Rosiello) Excuse me.
ASTRID: (to Walter) What does that do -- the Thalamus? Why is it relevant?
WALTER: It's the part of the brain that regulates sleep.
OLIVIA: (to Peter as he inspects the crash victim) What are you looking for?
PETER: That. (exposing an inch long scar on the neckline of the corpse)
Massive Dynamic - Nina's Office
BROYLES: Both victims have been surgically implanted.
NINA: It's a bio-chip. Technically a brain-computer interface, or B.C.I. This particular chip has a
transmitter, which makes it wireless.
BROYLES: (inspecting the recovered implant) So it can commit the brain to a remote computer?
NINA: That's right. From what we can ascertain, we think it works a lot like a pacemaker. It monitors sleep
cycles and, when necessary, stimulates the Thalamus, which induces a deeper sleep state. There is a
researcher in Seattle who has worked on several prototypes like it. The man is a genius. We've been
tracking him for years.
BROYLES: (inspects her file on Doctor Nayak) Thank you. I'll let the team know. (stands up to depart)
Nayak Residence - Initial Interview
OLIVIA: (as he opens his front door) Doctor Laxmeesh Nayak? I'm Olivia Dunham. I'm with the F.B.I.
(hands him photos) We were wondering if you were familiar with Greg Leiter and Ellen Rosiello.
LAXMEESH NAYAK: Yes, they're patients. (very concerned) What's this about?
OLIVIA: (monotone) Both of them recently committed homicidal attacks and then died, as a result of what
appears to be extreme exhaustion.
LAXMEESH NAYAK: Oh, God. (dismayed)
OLIVIA: Doctor Nayak, we found a bio-chip imbedded in Mister Leiter's brain. Do you know...
LAXMEESH NAYAK: ...yes. Yes, of course. They both had them. They were part of a study.
PETER: So you've implanted those chips into other people?
LAXMEESH NAYAK: (still surprised) It's a large-scale, clinical trial. There are sixty in the control group
and eighty-two with the bio-chips.
OLIVIA: We're gonna need their names, all of them.
Nayak Sleep Clinic - Disclosure
LAXMEESH NAYAK: (walking up stairs to his office) I've been working on this chip for years. I've tested
it extensively.
PETER: And there's no malfunction that could have caused the kind of reaction we saw? What if the chip
shorted out?
LAXMEESH NAYAK: Even if it had, the chip should have remained benign. (approaching his ransacked
office) Why is this...?
PETER: (to Nayak) Wait here. (outside his office)
LAXMEESH NAYAK: (entering his office anyway) The main computer server. It contained all my
research -- the patients' files. (looking around) It's all gone. (to Olivia, later as crime scene investigators
inspect) The patients' files are backed-up on a remote server. I'll give you the password. (writes on note pad)
ZACH MILLER: (entering the office with a police escort) Doctor Nayak?
LAXMEESH NAYAK: (to Olivia) My research assistant. (to Zach) Zach, call the nurses. We need the
names of all the patients. Everyone they can remember.
ZACH MILLER: Sure. (hesitantly) Uh, I - I'll get right on it.
LAXMEESH NAYAK: (to Olivia) The password. (gives her the handwritten note)
OLIVIA: Thank you. Doctor Nayak, can you think of anyone who would want to steal your data... or might
want to sabotage you?
LAXMEESH NAYAK: I - I don't know. I - I suppose there are any number of companies.
OLIVIA: The chip was valuable?
LAXMEESH NAYAK: Oh, the initial testing has been remarkable. It's cured sleepwalking, night terrors...
all the major non-R.E.M. sleep disorders. These people just wanted some rest, and my chip was helping
them. It wouldn't make them hurt anyone, and it certainly wouldn't kill them. It just doesn't make any sense.
(weight of world on his shoulders)
OLIVIA: Doctor Nayak, do you have a business card? Just for our records.
LAXMEESH NAYAK: I'll get you one. (walks into an adjacent room)
OLIVIA: (joins Peter nearby) Well, the doctor is beside himself. And aside from the obvious, which is
money, he can't think of any reason why someone would want to steal his research.
PETER: I can. The bio-chip plugs directly into the Thalamus, which not only regulates sleep, it also works
as a relay tower to the Cerebral Cortex, which also controls motor-function.
WALTER: (in his lab, on the phone) Mind control, Peter. Wouldn't be the first time someone's attempted it.
I told you about my work with the MK-Ultra Project. Of course, at that time, we supposed we could do it
with L.S.D. and hypnotic suggestion.
Action Plan - No Students
PETER: (walking out of a Seattle neighborhood grocer, as he steals some fruit) So it is possible?
WALTER: Theoretically, yes.
PETER: If I faxed you a schematic of the device's internal architecture, could you test the chip you have?
WALTER: Yes, but I'd need to replicate the chip's function in a neutral environment. Of course, I - if I had
a live subject...
PETER: Walter, no. No student volunteers. (almost scolding)
AGENT KASHNER: (returning to the lab with the detained luggage) Good news -- the bags are back.
PETER: Walter. Walter. Walter. Say it! -- "no students."
WALTER: Alright, no students.
Seattle Hotel - Meal Time
OLIVIA: (on her cell phone) Okay, well, get back to me as soon as you can.
PETER: (returning with lunch) Hey.
OLIVIA: Hey. So, uh, did you reach Walter? (he sits with her and places the food down)
PETER: Yeah. He thinks it could be mind control, but modifying the bio-chips would take a lot of trial and
OLIVIA: So he thinks that someone's trying to perfect mind control one patient at a time? Well, that would
explain why the events are seemingly without motive.
PETER: Yeah. How's the patient roundup going?
OLIVIA: Nayak could only list twenty-six patients. (reviews a handwritten list) So the local P.D. are taking
them in to his clinic and removing their chips, so to speak.
PETER: That still leaves, what? Fifty-odd patients. (as she studies a photo of Charlie, he sees her sadden)
Listen... Olivia, I think I understand what it is that you're going through, but that thing that you killed... that
wasn't Charlie.
OLIVIA: I know. It's just, I -- you know, my first week on the job, I was on a sting operation. These Irish
thugs were smuggling guns and -- and cocaine. And I had been a military prosecutor, so I hadn't handled a
gun since basic training. And suddenly, I'm underground in this garage, wearing a bulletproof vest and --
and wondering how the hell I got there. So I did what any rookie would do, and I started looking for an exit.
And then Charlie walks over. This man that I didn't know -- this gruff guy. And... he said... "you're gonna
be fine." (remembering fondly) ...and, um, I have to face it... that he... he's gone... and that he's not coming
back. (tearful) So I'm just gonna go to Nayak's clinic and -- and see if I can help the nurse identify some
other patients.
PETER: Okay.
Dream Attack - A Busy Restaurant
(in a dark room in Doctor Nayak's house, a man wears a skull cap with many electrodes and types computer
commands in front of several monitors. tapped into Nayak Sleep Clinic files, an image of a young restaurant
server appears)
DIANE LAMIA: (to her father in a busy commercial kitchen) That was a double order on Table Nine, Pop.
MISTER LAMIA: (proudly) So what'd your friends think of my moussaka?
DIANE LAMIA: (conceding) Like they'd died and gone to Heaven.
MISTER LAMIA: (smartly) You're damn right! (his daughter smiles)
ZACH MILLER: (in the darkened room, to the dark figure behind the monitors) Do you really want to
increase the dose?
(the cryptic man pushes the control toggles to maximum. Diane continues her kitchen activities... but now
she seems affected. her remote controller reels back as she becomes disoriented. she grabs the back of her
skull, the grill chef seems unusual to her. he is serving-up grilled human forearms. as affairs in her mind
become more bizarre, her controller seems more satisfied. she takes matters into her own hands - drawing a
chef's knife and proceeding to the grill station - ready to attack)
Walter's Lab - "Sans Students"
(Walter works and whistles alone - preparing a beaker, when he is rejoined)
AGENT KASHNER: (walking in with his gear) Doctor Bishop, I'm heading to the airport, back to Seattle.
Would you say good-bye to Agent Farnsworth for me?
WALTER: Certainly. Oh, before you go, could you do me a favor and smell this? It seems my olfactory
sense is a bit muddled. Must be the French roast coffee I had for breakfast. (holds out the beaker for
AGENT KASHNER: (unsuspecting) Raspberry? (uncertain about the aroma... then a hard drop to the floor -
totally unconscious. Walter continues whistling)
Nayak Sleep Clinic - Removing Implants
(in a well-lit operating room, to his assistant)
LAXMEESH NAYAK: (extracts a transmitter from a patient, then directs his assistant) Keep Miss Barage
sedated for another ten minutes. Then bring in my next patient.
(standing outside of Nayak's office on the second level, Olivia overlooks the growing crowd of upset sleep
clinic patients. she turns to a clinic employee and suggests)
OLIVIA: We should contact the local pharmacies too. They should be able to identify who's filled a
prescription within the last six months from Doctor Nayak. (answers her ringing phone) Excuse me. Hello?
SAM WEISS: (from the bowels of a pin resetting device in his bowling alley) What's shakin', Bacon?
OLIVIA: (curtly, with humor) Oh, the usual -- I'm just painting my toenails and planning on taking a trip up
the coast.
SAM WEISS: You get the business cards?
OLIVIA: Uh, yeah. I got, uh -- I got eight of them. (she sits alone in the clinic)
SAM WEISS: Eight? You asked everyone you saw wearing red?
OLIVIA: Yeah. So what do I do now?
SAM WEISS: Lay them out in front of you like you're playing go fish. Take a pen, circle one letter in every
name, both first and last. (she does so) When you're finished, take all the letters you've circled and write
them down on a piece of paper. Got it?
OLIVIA: (starts writing in her note pad) Okay. Now what?
SAM WEISS: Now Jumble.
OLIVIA: Jumble?
SAM WEISS: Jumble. Anagram. Word Puzzle. Find the phrase.
OLIVIA: What phrase? What -- what am I looking for?
SAM WEISS: Whatever it is you need to hear. You'll figure it out. Gotta go. (he hangs up)
OLIVIA: (cell phone rings, expecting Sam) You know, I really don't have any time for this.
BROYLES: Dunham.
OLIVIA: (slightly embarassed) Agent Broyles?
BROYLES: Nayak's patient files are gone. The server at the data-storage facility was wiped some time
within the last twenty-four hours.
OLIVIA: Can we trace the hacker's I.P. Address?
BROYLES: We don't think there was one. There's no sign of a D.D.O.S. attack, and given the level of on-
line security in the facility, we think whoever wiped the files must have had a password.
OLIVIA: So it was someone in the clinic?
BROYLES: It would seem that way.
(confronting Nayak just moments later)
LAXMEESH NAYAK: (to Olivia) It's not possible. My employees are good people. They've all worked
here for years. We're a family.
OLIVIA: But they all had the password?
LAXMEESH NAYAK: There was no reason for them not to. I'm telling you none of them would have done
this. (emphatically sincere)
PETER: (entering with new information) Agent Dunham. Another one.
A Busy Restaurant - Not So Much So
MISTER LAMIA: (as a body bag is hauled away with his daughter in it) Her eyes were going crazy.
(distraught) Her hair turned white, then she collapsed. I don't understand. She screamed we were
cannibals... and then attacked with a knife. I had to wrestle it away from her. She -- she was so happy. This
doesn't make sense. (overwhelmed, as Nayak and Peter watch from the end of the counter)
LAXMEESH NAYAK: (afterwards with Peter and Olivia) Diane suffered from night terrors. She was just
in my office last week.
PETER: We're gonna have to make a public announcement.
OLIVIA: (to Nayak) I'm gonna get our media liaison to put an announcement on the local news.
LAXMEESH NAYAK: (just realizing) Zach Miller, my lab assistant... skipped work today. He hasn't been
answering his phone.
Zach's Joint - Finding Zach
OLIVIA: (as Peter knocks) Zach Miller? F.B.I.!
(Peter shoulders the door from its' frame and the two enter and begin to search. At his office, Nayak finds
and opens a letter near his door - the message... no Feds - or wind-up like Zach)
PETER: Olivia. (she turns to discover what Peter found) I guess that's why he wasn't answering the phone.
(Zach is dead - neatly tucked into his entertainment center)
Walter's Lab - The Kashner Connection
ASTRID: (standing next to her unconscious fellow Junior Agent) Walter. What's wrong with Agent
WALTER: (candidly) I drugged him.
ASTRID: You drugged him? Walter... don't tell me you put that chip in his head.
WALTER: No, but I wanted to. And then I realized that I could attach the chip to an E.E.G. net, and the
signal would reach his brain.
ASTRID: And how are you going to send him commands?
WALTER: I have wired the neurostimulator to the same frequency. If Peter's theory is correct... and this is
mind control, then the chip should receive commands from me, through the neurostimulator, it's then
translated into impulses that Agent Kashner's brain can understand. (lifts the cranial brace) I need help
putting this on.
ASTRID: Walter. I do not think this is a very good idea!
WALTER: Don't be such a Grinch. I've told you, science should be fun. Come on.
WALTER: (on a reclined bed, after he has been connected by Astrid) Look at his feet.
ASTRID: Feet. Got it. (less than amused)
WALTER: (wiggles feet) Anything?
ASTRID: Nope. (after he emotes) Walter, what is it?
WALTER: (ecstatic) Either a green unicorn just raced across the lab, or I accidentally took some L.S.D. Oh.
Oh, it must be mescaline. (nearly orgasmic) It's peaking too quickly. Oh. Oh. That's not mescaline. It's
something else entirely. I think it's not the drugs at all. I think I have an idea what it is. (trails off)
Nayak's Office - Protective Details
OLIVIA: And you've never gotten anything like this before?
LAXMEESH NAYAK: No, of course not.
OLIVIA: Okay, I'm gonna send a copy of this to our Question Documents Unit. They'll analyze the
handwriting, the paper, and the ink. But in the meantime, the police have offered to put a protective detail
outside your clinic, and Detective Green will watch your house. Now, if you'll excuse us, we're gonna try
and track down the rest of your patients.
PETER: Don't worry, Doctor Nayak. We're gonna catch this guy. Then you can get back to your work.
We'll call you as soon as we know something.
LAXMEESH NAYAK: (places phone call after they leave him. no one answers. he hears a voice recording
to leave a message at the tone, and does so) I told them. I showed them your damn note. So you might as
well stop.
Stolen Dreams - Comparing Ideas
PETER: (conference calling on the cell phone as Olivia drives in the Seattle night) So it's not mind control?
WALTER: (sitting in the lab) No, Peter, your theory is wrong. Doctor Nayak's chips aren't receiving
commands... they're transmitting massive amounts of data.
PETER: Walter, the bio-chips are supposed to transmit data, that's their function, to monitor sleep cycles.
WALTER: The chips aren't simply monitoring sleep... they're accessing all the sensory information that --
that passes through the Thalamus -- every color, sound, and picture while we sleep.
OLIVIA: Walter, are you saying that Doctor Nayak's bio-chips are stealing dreams?
WALTER: That's right.
PETER: Leiter's sleep journal. He slept for hours, but he never had any dreams.
WALTER: Before they reached his consciousness, they were all siphoned off, which means no dreams. The
brain can never recharge, and that...
PETER: ...would lead to death by exhaustion.
WALTER: Exactly. What's more, I believe that the chips have the ability to turn on a dreaming state while
the patient is awake, which would lead to paranoia, hallucinations, and a complete inability to differentiate
between reality and dreams -- the very behavior we've been witnessing.
PETER: Walter, why would anybody want to access another person's dreams?
WALTER: The Rush, Peter. (dreamily) Think of your most pleasant dream, multiply that feeling tenfold, all
main-lining through your Cortex in a few seconds. It's really quite something.
OLIVIA: Walter, are you saying that we're dealing with an addict?
WALTER: Not just an addict, dear. A man who came in contact with this drug -- in my estimation, that man
would become its slave.
OLIVIA: (to Peter) We got to go back to the hotel.
PETER: (to Olivia) What are you thinking?
Seattle Hotel - Finding The List
OLIVIA: (to Peter, while marching back through her hotel room door) Walter thinks we're looking for an
addict, right? Well, my stepfather was an addict. He was a drunk. And it was like he had two different
personalities -- one when he was sober and one when he was smashed. The deeper the addiction, the more
extreme the rift, like, uh, Jekyll and Hyde. So this is the patient list that Doctor Nayak wrote out, and here is
the death threat he received. The handwriting's sloped, but look at the "g"s and the "f"s. (points to writing
on separate pages) These are written by the same person.
Nayak Residence - Protective Detail
LAXMEESH NAYAK: Thank you, Detective Green. (as he is walked to his front door)
ANSWERING MACHINE: (enters house and presses button on answering machine) You have one
LAXMEESH NAYAK: (recorded in his own voice - to himself) I told them. I showed them your damn
note. So you might as well stop. Please.
Lake Union Seaport - Evening Takeoff
(Nayak enters his home lab, dons his skull cap loaded with electrodes and calls up another sleep clinic
patient to tap into. he finds Jack. Jack is the aircraft commander of a seaplane preparing to take-off from
Lake Union. Jack has crewmembers and passengers aboard for the evening flight from the waterway near
downtown Seattle)
COPILOT: (to Jack) The water rudder is set.
CAPTAIN JACK: (accepts a beverage from the flight attendant) Thanks, Hon.
(Nayak sits at home in his reclining chair. his eyes roll back as he revels in his addiction)
Nayak's Lab - Dream Raided
AIR TRAFFIC CONTROLLER: (chatter... then) November 8-2-2, you are cleared for take-off.
(Nayak sits in his arm chair and enters the mind of the seaplane Captain beginning his takeoff sequence at
Lake Union seaport. radio chatter continues as the plane gets up to speed. the pilot looks over at his co-pilot
and sees nothing but a skin covered orb covering the mans' face, a fear-inspiring delusion)
COPILOT: (as the pilot grows alarmed and aims the seaplane toward the broadside of a docked cruise-liner)
Jack, what are you doing? Jack. Jack. Jack, what are you doing?
(Olivia, Peter and Detective Green race to Nayak's house and enter)
COPILOT: Jack, we have got to get this bird in the air. Jack! (to ATC) November 8-2-2, pilot in distress!
OLIVIA: (finding Nayak entranced in his addiction) Peter, he's plugged in.
PETER: Let me try to shut down the program. (attacking the keyboard)
COPILOT: November 8-2-2 to A.T.C., I've got a problem!
PETER: (failing on the keyboard) I'm gonna to have to try to disable the server.
OLIVIA: Can you shut it down?
PETER: (flipping toggles on the server panel) I think it's locked.
COPILOT: (panic in the cockpit) Jack! November 8-2-2, squawking sevety-seven hundred!
OLIVIA: Okay, stand back. (warning Peter)
PETER: Whoa. (as she shoots the server mainframe six times and terminates the link to the seaplane)
COPILOT: ...collision... collision... Jack!
FLIGHT ATTENDANT: Jack! Jack. (her screaming revitalizes the recovering pilot. the aircraft startles
passengers on the cruise ship as it just barely clears the upper deck)
PETER: (checking Nayak's pulse) He's dead.
DETECTIVE GREEN: (greeting Peter and Olivia as they exit Nayak's house with CSI behind them) Hey.
Got a call from, uh, radio control at Lake Union -- incident with a seaplane pilot, one of Nayak's patients.
They're all safe. Good work.
PETER: (to Olivia, privately) I checked out Nayak's control panel. All the dials were cranked up into the
OLIVIA: You think he decided to go down in one final blaze of glory?
PETER: Actually, I think it was a lot more complicated than that. You remember how horrified Nayak was
when we told him his patients were dying? I don't think that he was fully aware of what his darker side was
up to... until tonight.
OLIVIA: So this was his way of trying to put a stop to things.
PETER: I guess that's the irony. His addiction to dreams became his nightmare, one that he couldn't wake
up from. Maybe that was his only way of ending the nightmare. (Olivia ponders that gem)
Graveside - Final Respects
(Olivia pulls into a cemetery, parks, and sullenly finds her way to a friends grave. she kneels down and
places flowers next to the headstone of Charlie Francis - Beloved Husband and Friend - June 22, 1976 to
Oct 8, 2009. she gets in her car to leave and finally, happily decodes the Jumble Sam suggested she might
Boston - Bishop House
(older Peter dreams as old Walter monitors him in their new home)
YOUNG PETER: (Peter dreams one of his youthful late night encounters with his father) Dad, what's
wrong? (screams)
PETER: (awakes and sees his father nearby) What is it?
WALTER: Nothing. You were talking in your sleep. (solemn)
PETER: Yeah, I think I was having a bad dream. I was a kid, in my room. You were there.
WALTER: And the rest? (cryptically) You don't remember it?
PETER: (clueless) uhnt-uh.
Dancik Residence - Boston, MA
RANDY DANCIK: (listening to soft music, answers his ringing cell phone) Hello?
NATALIE DANCIK: (driving her car) Hey, honey, I'm glad I caught you. Where are you? Did you make
RANDY DANCIK: (brash lie) Airport lounge. About to board in fifteen minutes. Look, Nat, I know with
Mom being sick and me traveling so much I feel bad. I told you it wasn't gonna be like this anymore.
NATALIE DANCIK: It's alright. We'll just do something next weekend when you get back.
RANDY DANCIK: You're not upset? (starts to sign an anniversary card)
NATALIE DANCIK: No, I understand, don't worry. I mean, if you have to work, you have to work.
RANDY DANCIK: Are you on your way home?
NATALIE DANCIK: There was some traffic, but I'll be home in about five minutes.
RANDY DANCIK: (large TV in other room turns on) Hey, listen, they just called my flight.
NATALIE DANCIK: Okay. Have a safe trip. Call me when you land.
RANDY DANCIK: I will. Happy anniversary.
RANDY DANCIK: I love you too. (ends call. turns TV off. wanders apartment looking carefully. a large
dark shadow with human features follows him. a hallway light goes out. he turns it back on. he returns to
the flower bouquet he bought and places the card it. he walks down the hallway and the light goes off again.
he flips the light back on and the human-shaped shadow is directly in front of him and moving forward.
Randy backs away but runs out of room.)
NATALIE DANCIK: (enters and sees the flowers and card bought for her) Randy, you're gonna get it.
(finds him sitting in an armchair, quit and still) Randy, you totally got me. I had no idea. (becomes
concerned over his stoic posture) Randy, stop it. You're scaring me. Randy? Randy? (she touches his knee
and it disintegrates into a fine ash) No... no... no... Ahhh! (his head tumbles to the floor and turns into a
cloud of ash) Ahhhh!!, Ahhhh!!!
Dancik Residence - Vacuuming Up
BROYLES: (sits in a nice upscale restaurant and prepares to order a meal. then answers his ringing cell
phone) Broyles. (quickly leaves)
OLIVIA: (assessing the scene as forensics and Walter examine the evidence) This doesn't make any sense.
There's no forced entry, no signs of a struggle. Walter, do you have any thoughts?
WALTER: (working over the cremated Dancik) Reminds me of Christmas. Like a fire log that burns so hot
it remains intact, holding the shape of its former self. You used to love that when you were a child. You'd
poke the log with your little finger when it had cooled, and you'd draw genitalia on the reindeer decorations.
PETER: Happy memories, Walter. But I think what she meant was do you have any thoughts as to what
happened to Dusty here?
WALTER: Well -- well, the seat cushions have no scorch marks, (points to armchair) which rules out any
form of fire or spontaneous combustion.
OLIVIA: So could he have been dosed by something?
WALTER: Yes, it's possible. But before we can determine cause, we need to find some way to transport
Mr. Dancik's remains back to my lab. So, um... Well, Peter, I'll need a Dust Devil.
PETER: (unbelieving) A vacuum cleaner?
WALTER: Yes, you're right. Well, we'll need several.
BROYLES: (to Olivia) What do we know?
OLIVIA: Randy Dancik. His wife found him. She thought he was on a plane to Hong Kong. But he stayed
home to surprise her for their anniversary.
BROYLES: Did this man happen to be a doctor or work in a hospital?
OLIVIA: No, he was an investment banker.
BROYLES: Has he visited a hospital in the last twenty-four hours?
OLIVIA: I can find out. Why?
BROYLES: (somber) It's not the first time I've seen this phenomenon.
Storage Garage - Broyles Repository
BROYLES: (unlocking padlock on the garage door) Four years ago in D.C., several victims were turned to
dust like Mister Dancik. (pulls door up) By the time the killings ended, there were five deaths. (0pens
storage box and removes files) Each of the victims worked at, or had recently visited, Tyson General down
in D.C. After the third death, I was contacted by an Eastern European man. He knew case-specific details.
Details that only the killer would have known. (removes bagged items from the storage box) He offered to
turn himself in, but only if we could decipher his formula.
OLIVIA: What formula? (opens file she is handed)
PETER: (takes and studies the file) It's a molecular model. Some kind of complex organic compound. I
recognize a couple of these elements, but the others I'm not so sure.
OLIVIA: What is it?
BROYLES: Don't know, but he implied that solving it was the key to stopping the murders. C.D.C. and N.I.
H. chemists worked around the clock but couldn't break it. There were two more victims, and after that, he
stopped and the trail went cold.
OLIVIA: Until last night.
PETER: I'm gonna get these to Walter right away. (leaves with file)
OLIVIA: (answers ringing cell phone) Dunham. Thank you. (ends call. to Broyles) P.D. confirmed with
Dancik's wife that he visited his mother in a hospital yesterday morning.
BROYLES: Which hospital?
OLIVIA: Uh, Latchmere General. (both start to leave)
Latchmere General - Late Visitor
(late in the evening at the General hospital. halls are dimly lit while the patients rest. the duty nurse stands at
her work station and types quietly on a computer. alone. the dark shadow figure walks down the corridor
and approaches her from behind. something catches her attention and she looks up from her work. the
shadow has past by her and flattened itself against a wall to avoid detection. she returns to her work and the
shadow continues on its way through the dark hallways of the hospital)
Latchmere General - Mobilizing
ADMINISTRATOR: (walking the halls toward her office) The Latchmere Health Alliance is actually made
up of three separate hospital campuses and a network of diff--
BROYLES: This is the hospital we're interested in. We need to review all your employee records.
OLIVIA: We're looking for an employee here of Eastern European descent who may have also worked in a
D.C.-area hospital about four years ago. We're looking for a match.
BROYLES: (hands-over folded papers) This is a warrant giving us access to your network servers. My
agents will need to take over this office.
YOUNG AGENT: (walking in with other agents and stacks of files) Excuse me, Miss.
Walter's Lab - Radio Active
PETER: (as his father lifts, crumbles and drops the ashes back into a large jar) Walter, that is a man's
remains you're playing with.
WALTER: Indeed. Reduced to its most elemental components. Carbon and calcium.
ASTRID: (returning from storage) One Geiger counter. Batteries replaced.
WALTER: Thank you, my dear.
ASTRID: Mm-hmm.
PETER: You think some sort of radiation passed through him?
WALTER: (prepares to use the device) We all carry low amounts of radiation. The water we drink, the food
we eat. Seven rads or so. But that equation describes something organic and highly radioactive. If it has
anything to do with the man's death, then this man will be in the mid to low hundreds. (passes the counter
over the remains with no responses. passes the counter over Astrid to see that the device is working) This
doesn't make any sense. Even reduced to this state, Mr. Dancik should have some trace amounts of
PETER: Maybe it dissipated when he did.
WALTER: It's unlikely.
ASTRID: (answers ringing phone) Hello? Yup, he's right here. Hang on.
PETER: (takes phone) Thank you. Hello.
ASTRID: Mm-hmm.
OLIVIA: (calling from Latchmere) Hey. Has Walter made any headway on the body?
PETER: Just that it doesn't contain any radiation. Otherwise it's just a pile of dust.
OLIVIA: What about the formula?
PETER: He hasn't cracked it yet, but he thinks it may describe some kind of organism. And as of a couple
hours ago, he started referring to it as a "she."
WALTER: Oh... (wants phone)
PETER: Hold on a second. Here he is. (hands phone to Walter)
WALTER: Agent Dunham. The formula is a different matter entirely. (now transfered from Broyles storage
file to a large chalkboard) She's a complex chemical puzzle. What, I don't know.
OLIVIA: But can you solve it?
WALTER: W--Well, first I would need to break her into her organic and inorganic parts. And then... (sees
something new in the formula and walks toward it)
OLIVIA: Walter? Hello?
WALTER: (focused on the formula and not the phone call) Titanium tetrachloride. You sly temptress.
OLIVIA: Walter?
PETER: (retrieves abandoned phone) Hey. Me again. Needless to say, he's into it. I'll keep you posted.
OLIVIA: Okay. Thanks.
Latchmere General - Prime Suspect
BROYLES: (walking amongst his crew in the Administrators' office) What do we have?
YOUNG AGENT: We're indexing the employment records for both hospitals against any Eastern European
names. Nothing yet.
OLIVIA: (as she is joined in the waiting area by her boss) You know, I can stay. You should go home.
BROYLES: I'll wait. (stoic. sips beverage)
OLIVIA: Why'd the killer call you? Was it just to taunt you?
BROYLES: Quite the opposite. He was distraught. (recalling unpleasant memories) Said he couldn't control
it. I got the overwhelming impression that however he was killing these people, he wanted it to end. Until
today, I thought maybe it had.
(later, in the darkened hallways as staff still moves from room to room, a nurse stands at her work station as
her computer monitor is disrupted by interference and static. in a nearby room, another nurse draws fluid
into a hypodermic needle. the dark shadow figure quietly enters the room behind her. a patient in bed is the
next target of the shadow. the nurse turns and screams at the sight)
OLIVIA: (to Broyles, as hospital staff race to the room) Something's going on.
BROYLES: (enters the room and finds the patient turned to ash and missing the top half of his skull. exits
room and asks the closest nurse) Did you see anything? (to Olivia) I want this floor sealed.
YOUNG AGENT: (approaching) Agent Broyles, we have a name. Tomas Koslov. He worked at the
hospital in D.C. and quit the week the murders stopped.
OLIVIA: (to agent) How long until he started working here?
YOUNG AGENT: About a month later. He's a night nurse in the coma unit. He never showed up for his
shift tonight.
Vasiliev Apartment - The Raid
RAIDING AGENT: FBI. (knocking open front door to apartment and leading rifle squad in) Tomas
OLIVIA: (looking in other rooms) Clear.
RAIDING AGENT: (looking in closets) Clear.
OLIVIA: (stating obvious to Broyles) He knew we were coming. He must have seen us at the hospital.
Vasiliev Apartment - Investigating
OLIVIA: (as Peter joins the forensics hunt) What do you think it is?
PETER: (looks at debris field from electronics work) Soldering iron burns, electronic components. He was
building something.
BROYLES: (on phone) I understand. Thank you for running it. (to Peter and Olivia) Tomas Koslov was an
alias. Nothing on that name in any of our databases. He forged his medical records and previous
PETER: Well, we still know he's Russian.
OLIVIA: Cyrillic letters? (inspects electronic component)
PETER: Tomas, whoever he is, certainly didn't get that from anywhere around here.
BROYLES: Prints?
CSI TECH: (holds-up evidence bag) Oh, yeah. Good one.
BROYLES: Run it through A.F.I.S.
Tape Recording - Cold Case
(Broyles sits in a quiet office at the Federal Building, surronded by evidence and images from an old
unsolved case. he listens to a taped conversation of himself and the suspect)
TIMUR VASILIEV: (on tape) I don't know how many more will die.
BROYLES: (on tape) Isn't that up to you? You have the power over what happens next.
TIMUR VASILIEV: (on tape) No, I don't. You don't understand. This won't stop until you can solve that
formula. Now I know you are tapping my line, so, Agent, can you solve it? You have ten seconds before I
hang up.
BROYLES: (on tape) It's been analyzed. The FBI, everyone, top men and women in their field. They
simply need more time. Maybe we should meet someplace, you and I, you can explain what it is we're not
understand -- Hello? Hello? (end of tape... responds to knock on office door) Come in.
OFFICE AGENT: (enters office) Agent Broyles, Senator Van Horn's on line three.
Washington, DC. - Classified Talk
(sitting on a bench in a public park next to a waterway)
BROYLES: What's so important that we had to meet face-to-face, Senator?
DENNIS VAN HORN: Phillip, when you filed those fingerprints on your suspect, it went wide. The
Bureau, Homeland, CIA. Flag went up in Langley. They're gonna take this case from you and demand you
cease and desist.
BROYLES: I support interdepartmental transparency one hundred percent. But this was my case four years
ago, and it will remain my case.
DENNIS VAN HORN: Your suspect is at the center of an on-going international investigation led by the
Russian government. By that definition alone, it falls--
BROYLES: Why are they searching for him? CIA and the Russians? What value does he have to them?
Who is he?
DENNIS VAN HORN: According to a statement made by one of their deputy prime ministers, he illegally
removed some property belonging to the Russian Federation.
BROYLES: Property?
BROYLES: Is that what's killing these people?
DENNIS VAN HORN: I don't know. Within the last hour this case has been kicked three floors above both
our heads.
BROYLES: You're a sitting member of the Senate Intelligence Committee, a former FBI agent.
BROYLES: There was a time, Dennis, that you would say that as a matter of pride, not an excuse.
DENNIS VAN HORN: I understand what this case means to you. But I am sorry. There is nothing I can do
BROYLES: (stands to walk away) Please give my regards to Patricia.
Cheap Motel - Unpacking
(opens the doors on the back of his van and removes a large car battery and carries it into his motel room)
TIMUR VASILIEV: (struggling through the door with the heavy object) Oof.
(places the battery down with a half dozen others. looks around the room at some of the electronic devices
he created, then leaves the room)
Latchmere - Security Review
OLIVIA: (overlooking shoulder of Tech) So this is all the surveillance footage from the fourth floor. Excuse
me. (answers ringing cell phone) Hey.
BROYLES: (on phone from airport terminal) from Where are you?
OLIVIA: I'm at Latchmere Hospital just going over security footage from last night.
BROYLES: I've just been informed that the suspect known to us as Tomas Koslov is wanted by the CIA
and the Russian government. The CIA is now handling the case.
OLIVIA: And they just expect you to hand it over?
BROYLES: Yes... but I intend to do no such thing. From this point forward, don't put anything down on
paper, no documentation. Anything we need to say to each other, we'll do it in person.
OLIVIA: With all due respect, sir, I know that this case is important to you, but, when we break the rules,
we've got you to protect us. Who's gonna protect you? I'm afraid that if you don't comply with a direct
BROYLES: Agent Dunham, I'm aware of the risks.
SECURITY TECH: (interrupting call) Agent?
OLIVIA: (to Broyles) Hang on. We might have something. (walks to monitor)
SECURITY TECH: This is the adjacent hallway to the crime scene. This is twenty-three seconds before the
victim was discovered. (a dark shadow transits the screen) Did you see that?
OLIVIA: Yeah. A man's shadow. So can you get a better angle on his face?
SECURITY TECH: Yes, this is a different angle, same hallway. We should see him head-on here. The light
here would register an image. There is no face.
BROYLES: (breaks the phone silence) Dunham. What is it?
OLIVIA: (on phone) I think you're going to want to see this.
Walter's Lab - Russian Science
(the entire team assembles in the main part of the lab. Olivia and Astrid remain silent as the team studies the
security footage of the shadowy figure)
WALTER: No reflections or highlights. No translucency. This is clearly its own entity.
BROYLES: How is that possible?
WALTER: It's possible that the technology that our Russian friend stole allows him to become this shadow.
PETER: Are you suggesting that this was some sort of Russian experiment?
WALTER: Because they're from the other side of the world, Peter, it is so hard to believe that they would
have their own stripe of the inconceivable? Really, I'm always amazed at their advancements. Even forty
years ago. You wouldn't believe what those Pinkos were up to.
PETER: Russian fringe science. There's a pleasant thought.
Federal Building - Elevator Lobby
OFFICE AGENT: (catching-up to the boss in the elevator lobby) Agent Broyles, this just came in from D.
C. Senator Van Horn's office. (hands over classified files the Senator located on the Eastern-European
(later, having reviewed the files and being joined by Olivia. walking the main corridors of the government
BROYLES: It turns out that it wasn't technology that Timur stole six years ago. He abducted his brother.
OLIVIA: The cosmonaut.
BROYLES: Officially, the Russian Space Agency states he died in space. He didn't.
OLIVIA: Why would they say he's dead if he's not? (stufies his image and file) What happened to him up
BROYLES: According to these documents, they still don't understand.
OLIVIA: Are you saying the cosmonaut's the shadow? (stops walking)
BROYLES: I don't know. But what is clear is Timur took his brother from the secret quarantine facility
where he was being studied.
BROYLES: He returned from his mission in a coma.
OLIVIA: And Timur's been working in a coma ward both here and in D.C.
BROYLES: I think Timur's been moving his brother around from hospital to hospital and guarding him.
OLIVIA: So where's his brother now?
BROYLES: Presumably still at Latchmere Hospital. No bodies have been removed from the coma ward for
the past two weeks.
OLIVIA: Okay, well, I'll get a team together. (appraoches building exit)
BROYLES: We're good. (dozens of agents wait outside with vehicles) We're ready to go there now.
Walter's Lab - Hospital Link
PETER: (to Astrid) So, Walter and I were discussing how radiation pertains to this formula...
WALTER: (interrupts) ...Yes, which led to a theory about the shadow. Initially, (flips over chalkboard) I
assumed there would be a radiation surplus in the victim from the penthouse. I was mistaken. It's not the
radiation that's killing them. Quite the opposite. It's the radiation that the entity is after.
ASTRID: This thing passes through victims to absorb radiation?
WALTER: And disintegrates them in the process.
PETER: All five of the victims were undergoing radiation treatment at the time of their deaths.
WALTER: Um, except for the penthouse guy. He died of bad luck.
PETER: The day that he visited Latchmere General, he took a cross-country flight in a window seat. 30,000
feet closer to the Sun. It's like getting a big fat head X-ray.
ASTRID: So this thing followed him from the hospital? I'm not gonna sleep for weeks.
Latchmere Hospital - Rounds
NURSE MAXINE: (leaves a radiology room and moves to the coma ward. lights and monitors go dark) I'll
go check the patients.
NURSE DARLA: Okay. (answers phone) Coma ward. (looks around) Yeah, the lights and all the security
monitors are down. We're going to backup power. (listens) Okay.
NURSE MAXINE: Tomas. (startled) What are you doing here? It's not your shift.
TIMUR VASILIEV: It's hard to explain. I have to disconnect the patient. I need it to confuse the monitors. I
can't let them see me take him. Maxine, I wish you hadn't seen me here.
(the tactical team charges into the coma ward)
OLIVIA: (to nurse) Are all the patients accounted for?
BROYLES: Are they accounted for?
NURSE DARLA: Yes! Every bed. But, Maxine, she came in here a few minutes ago.
OLIVIA: (draws weapon at closed curtain) He swapped her for his brother.
NURSE DARLA: (about Maxine) She's been sedated.
Walter's Lab - Space Shadow
(Walter moves from one chalkboard to another, focused on advanced microbiology, as a loud aria from an
opera blasts the room. Peter and Astrid try to stay out of the way as they watch the science maestro
orchestrate the complex formula. the team assembles)
OLIVIA: (entering the lab with Broyles) Hey!
OLIVIA: How long has he been at it like this?
PETER: Three hours.
WALTER: (as Astrid silences the music) Don't touch! Don't touch! (unaware he had company) Olivia?
Agent Broyles. What a pleasant surprise. (to Astrid) Could you get us some licorice, please, dear?
BROYLES: Doctor Bishop. As unlikely as it seems, is it possible that this cosmonaut somehow is our
WALTER: It wasn't the cosmonaut. But it could be something inside him. It's possible that, while in outer
space, the cosmonaut took a spacewalk and brought something back with him. An organism capable of
projecting itself without ever really leaving its host.
BROYLES: I'm not following.
WALTER: It's like when a ventriloquist throws his voice. The organism can project another version of
itself, what we perceive as the shadow, without ever really leaving the cosmonaut's body. Now I have to get
back to her.
BROYLES: Doctor Bishop. We have a phone number for Timur Vasiliev based on his employment records.
We can leave a voice mail message for him and hope that at some point he retrieves it. Can we tell him that
we can solve the formula?
OLIVIA: Walter? (calmly) Can we?
WALTER: Yes. I can dominate her, Agent Broyles. But first I need something from home. (walks away)
Vasiliev Motel Room - FBI Calling
(Aleks is strapped to a gurney as Timur moves around the room and electrical equipment sustaining his
MESSAGE RECORDER: You have two new messages. Message received 3:14 P.M.
JERRY LARSEN: Hi, this is Jerry Larsen again from Human Resources at Hartswell Medical Center.
We've looked over your résumé, and, boy, it's really something else. I think there's a position here for you.
TIMUR VASILIEV: (in Russian) We're going to have a new home, brother. (writes a note)
JERRY LARSEN: Call me when you get to town. We'll show you around Minneapolis. Thanks again now.
MESSAGE RECORDER: You have one new message. Message received 6:45 P.M.
BROYLES: This is Special Agent Broyles from the FBI. I'm the agent you spoke with four years ago. I
have information about the formula for you. Call me at 617-555-0118.
TIMUR VASILIEV: (in Russian as the medical monitor activates. hooks jumper cables to the heavy duty
batteries) This is our only way to contain the shadow. Forgive me Aleks. Forgive me. You can't give in. (the
shadow entity begins to rise from Aleks' restrained body) You are stronger. I'm sorry this hurts. (increases
electrical charge) Fight I tell you! I need to use more current. It's getting stronger. (the shadow recedes into
the cosmonaut. his brother approaches) Aleks... (the shadow starts to rise again and Timur delivers another
powerful charge)
ALEKS VASILIEV: (pained in Russian) ... Stop it! Enough! I'm begging you! (as the shadow entity is
recaptured) Please...
TIMUR VASILIEV: (in Russian as the medical equipment flatlines): You have to live. Aleks. You have to
live. Live! (as his brother's vital signs return) We'll show them. (exasperated. delighted)
Bishop House - Modeling Equipment
WALTER: (walks into the dark house and finds a light) I've been thinking too linearly. Deductive.
Restrictive. I must expand my thinking.
PETER: (follows to the storage area and turns another light on) If you're looking for your acid tabs, Walter,
don't bother. I threw 'em out.
WALTER: (selects a large cardboard box from among the other boxes, removes the lid) No, son, this is not
a job for the purple blotter. The right tool for this job... is Tinker Toys. (removes a container of the
children's building game)
Walter's Lab - First Contact
ASTRID: (types at her keyboard. checks phone mapping on monitor. to Olivia) Okay. All he has to do is
call in, and we can trace it.
OLIVIA: (approaches Broyles. privately) I've been wanting to ask you something. Why this one? Why is
this case so important to you?
BROYLES: (earnestly. quiet) Four years ago, when this case happened, it was at a moment in time that
Fringe Division had fallen out of favor. The government was siphoning money away from us for things that
had more... public results. But at a certain point, I stopped caring about my profile or promotions. I just
wanted to make the world a safer place. Anyway... I became obsessed with this case. And for my wife... it
was the straw that broke the camel's back. It ended our marriage. I took this job to make the world a safer
place for my family. Instead, I lost them.
WALTER: (at home standing at a large table covered with hundreds of assembled Tinker Toys. to Peter)
That's it. Physical representation of the formula. (looks closer, inspecting a section of the bottom assembly)
PETER: Something wrong?
WALTER: Could you hold that end, please, Peter? (they separate one half from the other) Oh, no. (about a
snag in structure)
TIMUR VASILIEV: (in Russian to his comatose brother in the motel) I know Aleks, I'm tired of running
ASTRID: (as phone rings in the lab) That's him.
BROYLES: (to Olivia) Call Doctor Bishop. (on phone) This is Agent Broyles.
TIMUR VASILIEV: (on phone) I saw you in the hospital.
BROYLES: (on phone) I thought you might have.
TIMUR VASILIEV: (on phone) In your message, you said you had new information about the formula.
BROYLES: (on phone) That's right.
TIMUR VASILIEV: (on phone) Have you solved it this time?
OLIVIA: (calls Peter at home) Peter, we've got Timur on the line. I need Walter.
PETER: (on phone) He's right here. Hold on a sec. It's Olivia.
WALTER: (on phone) Hello, Agent Dunham.
OLIVIA: (on phone) Walter, have you solved the formula?
WALTER: (on phone) Yes... but it's bad news, unfortunately.
TIMUR VASILIEV: (on phone. warning) I know, like last time, you are tapping the line. You need sixty
seconds. I'm giving you ten before I hang up. Don't make the same mistake again.
WALTER: (on phone to Olivia) I believe the Russians have tried to remove the organism from the
cosmonaut -- they couldn't. It is not possible. The two have become one. Bonded at a molecular level. They
can't be separated. You can't kill the organism without killing them both.
TIMUR VASILIEV: (on phone) Agent. I'm going to hang up now.
BROYLES: (after listening to Walter, on phone to Vasiliev) We have the answer, Timur. But I don't think
it's the one you want to hear. I'm afraid your brother and whatever's inside of him have become one and the
same. But the people I work with, if anyone can help your brother, they can. But we'll need to see your
brother. Timur?
TIMUR VASILIEV: (after sitting down. disappointed. on phone) I don't want him harmed.
OLIVIA: (whispers to Broyles) Just ten more seconds.
BROYLES: (on phone) Tell me where you are, Timur.
TIMUR VASILIEV: (on phone) I have managed to keep it at bay. He's not going to hurt anyone else. For
BROYLES: (on phone) We'll take care of him. I want this to end as much as you do. But you've got to tell
me where you are, Timur. You can trust us. (silence) Timur? Timur?
(during the silence, the shadow entity escapes captivity. the oscillating fan behind Timur's chair returns to
his shoulder. Timur starts to turn to dust in the wind. The shadow leaves the motel room for the parking lot)
Vasiliev Motel - The Shadow Man
ASTRID: (looking at her phone trace) I've got him. His line's still open.
BROYLES: Start triangulating the position.
BROYLES: (approaches the motel and parks near the room. to Olivia as they draw weapons and move to
investigate) Van door's open. He's moving his brother. (opens sidedoor and looks at the motionless
cosmonaut strapped to a gurney. enters motel room with Olivia and finds half the remains of Timur perched
in an armchair)
PETER: (Peter arrives with Walter and parks near Broyles vehicles. offers to help Walter with his body
armor after they get out of the vehicle) Hold on, let me help you with that.
WALTER: (enteres the van with the cosmonaut and begins to diagnose) Pupils dilated. His breathing's
normal. For a coma.
PETER: What's with all these jumper cables?
WALTER: Agent Broyles said that Timur was certain he could contain it. Perhaps so by administering
electric shocks, distressing the cosmonaut.
OLIVIA: But it didn't work.
OLIVIA: It killed Timur.
BROYLES: Doctor Bishop, how will you contain it before it kills again?
WALTER: I imagine we would need a lead case for starters, big enough for his entire body. (checks gauge
that measures radiation. reading is Zero) Oh, no.
OLIVIA: What's wrong?
WALTER: Before we attempt anything, we have to wait until the shadow returns to the cosmonaut. There's
no radiation. Which means the organism is here, but it's already projected the shadow elsewhere.
PETER: Walter, you said that Timur could contain it by distressing the host. Do you think you could draw
the shadow back doing the same thing?
OLIVIA: Walter? Is that possible?
WALTER: I don't know. I don't know how it behaves.
PETER: But it could work. Since they're connected.
WALTER: (frustrated) I don't know! Theoretically, yes. If you hurt the host, you hurt the organism.
OLIVIA: Walter, it's out there now. Do you think you could try?
WALTER: (calmer) Yes. Yes. Yes.
(a young girl watches TV alone in a nearby motel room. the screen flickers momentarily)
(cartoon meanies on TV): He doesn't belong, we don't want his kind, get rid of him.
(cartoon cutie on TV): I may have a different color, but I'm still alive in my...
(the shadow lurks in the dark closet across from the young girl)
OLIVIA: Walter?
WALTER: (hurrying) This equipment, it's in Russian.
(the young girl screams from the motel room)
BROYLES: (moves next to the cosmonaut) Stand back! (fires his pistol into Aleks head)
MOM: (running from the shower towards her daughter's screams) Tara! Hey, what's wrong? What
happened? (her daughter sits motionless, as if dusted) Hey. Tara.
TARA: (profoundly intimidated) There was a man. A shadow man. He disappeared.
Diane's House - Case Closed
DIANE: (answers the mid-evening knock at her front door) Phillip.
BROYLES: (poilitely) Hi.
DIANE: The kids aren't here. They--they went over to Sadie's.
BROYLES: Actually, I came to talk to you. I just wanted to tell you that...
ROB: (approaches from an interior room) Hey, Phil.
BROYLES: Hey, Rob. (rob walks back) I closed that case. The one four years ago.
DIANE: Hmm. I'm happy for you. (reflective) I mean that.
BROYLES: Thank you.
DIANE: (politely) Do you want to come in? Have some dinner with us?
BROYLES: No. I, um -- I'll let you get back to your dinner. (bittersweet)Good night, Diane.
DIANE: Good night, Phillip.
CIA MAN: (from nearby in the shadows) Agent Broyles. You got a real friend in Senator Van Horn.
BROYLES: (walks toward the man) Is that so?
CIA MAN: When the CIA says, cease and desist, we kind of mean it. A person could get into a lot of
BROYLES: I guess I should thank Senator Van Horn then.
CIA MAN: (candidly) Understatement. So, this thing, there isn't going to be any report. Right? (he sees that
Broyles will remain tight-lipped, he turns and starts to walk away)
BROYLES: Hey. (calling after the man) What did you guys do with him, the cosmonaut?
CIA MAN: We had no choice. Once he started breathing again. (looks up into the night sky)
(Broyles studies the night sky too, then watches as the man walks to his car, then drives off)
Parking Structure - Saving Tyler
(several police cruisers race through Queens, then to the top level of a parking structure. finding the
criminals they seek, they exit their vehicles)
OFFICER GIBSON: Get out of the car! Hands on your head! (to the two men and teenage boy inside)
OFFICER WILLIAMS: (into her radio) This is Officer Williams. Hostage appears unharmed.
OFFICER GIBSON: I said get out of the car, now! (the two men comply) Step away from the car. Then on
your knees.
OFFICER WILLIAMS: (to the teenage boy still in the car) You okay? (the boy nods)
TOM DOBBINS: You have no idea what you're dealing with.
OFFICER GIBSON: Is that right? (begins to feel strange and backs away from the felony arrest)
OFFICER WILLIAMS: What the hell are you doing? Gibson, I'm talking to you. Gibson!
(Gibson drops his pistol and falls backward over the edge of the structure, at least a dozen stories to the
ground. Williams starts to lose control too. she shoots the other two officers and then herself, in the temple)
Parking Structure - Finding Leads
BROYLES: We're running the security photos through facial recognition software. We should have the
kidnappers' names within the hour. Preliminary ballistics confirms that Officer Williams fired all three
OLIVIA: Including the one that killed her?
BROYLES: Self-inflicted. As far as we can tell, the kidnappers don't even have guns.
PETER: Who's the kid?
OLIVIA: Tyler Carson. Fifteen years old. According to N.Y.P.D., he disappeared thirty six hours ago. They
are still running leads.
PETER: (crowded by his father) Walter, remember that conversation we had about personal space?
WALTER: I'm bored. No cadavers at this crime scene. Or food.
OLIVIA: Walter, they're transferring the bodies to your lab now.
WALTER: There's no need -- I've already formed an hypothesis as to what happened here. Mesmerism.
Hypnotism. The victims have obviously been subjected to subliminal suggestions of a violent nature.
PETER: Walter, hypnosis can't make you do anything that you don't want to do. Take a look at this. The
kidnapped kid's father -- he works for Fleming-Monroe.
BROYLES: The Aerospace Division of Massive Dynamic. I already have a call in to Nina Sharp.
Massive Dynamic - Meeting Carson
NINA'S ASSISTANT: Miz Sharp's office is right this way. Doctor Carson is in there waiting with her now.
WALTER: (amazed with the soaring architecture) Uh, Miss? The screen in the elevator said there are
seventy-three laboratories. Is -- is that right?
WALTER: It's amazing. (continues the grandiose trek)
OLIVIA: (sitting for interview) Doctor Carson, why didn't you call the police sooner?
JAMES CARSON: I didn't even know he was gone until I got the call from them -- The men who took him.
Tyler and I don't talk much. I -- I just figured it's because of his age. You know what teens are like. I guess
that's just an excuse, isn't it?
OLIVIA: So what did the kidnappers say?
JAMES CARSON: Just to wait for further instruction.
PETER: Miz Sharp, the two men identified in those photographs, are you absolutely certain they have no
connection to your company?
NINA: Yes, we cross-referenced their names with our employee database. Patrick Hickey and Tom Dobbins
have never worked for us, and they've had no peripheral involvement with any of our clients or partners.
According to the police, they're used car salesmen.
OLIVIA: And there's been no indication of their demands?
JAMES CARSON: No, not yet.
OLIVIA: So is it possible that these men are trying to extort secrets from Massive Dynamic?
NINA: We have come to the same conclusion.
PETER: Well, would you care to share what kind of secrets?
NINA: (hesitant) Doctor Carson performs sensitive and highly-classified work on military aircraft designs,
piloting software, guidance systems.
JAMES CARSON: What I do here, it's -- it's my life. It's the only -- Tyler's mother died when he was just a
boy. And now if -- if I lose him, I don't know what I'd do.
PETER: (Walter marches out) I'll get him. Excuse me. (Peter follows)
OLIVIA: Doctor Carson, we will do everything we can to try and find your son.
PETER: (catches up in the hallway) Hey, Walter. What are you doing?
WALTER: Massive Dynamic... it was just a name until now. Did you know that I once shared a laboratory
with William Bell?
PETER: You might have mentioned that once or twice.
WALTER: Look how much he's achieved. You know, he introduced me to her.
PETER: To whom?
WALTER: Your mother. After the Neurobiology Conference in Berlin. It was our idea, you know, that
Belly and I would one day form a company together. He just couldn't wait, I suppose. But thankfully she
was still there for you while I was gone.
Convenience Store - A Robbery
TYLER CARSON: (from the backseat of the car) I'm hungry.
PATRICK HICKEY: (marching into the store) Give me all the cash in the register.
CLERK: You kidding me? You don't even have a gun.
PATRICK HICKEY: Just do it, before somebody gets hurt.
TRUCK DRIVER: Hey, buddy, is there gonna be a problem here?
PATRICK HICKEY: You really don't want to get involved in this.
TRUCK DRIVER: I think I just did. (poors a pot of hot coffee on his own head, breaks the pot on his head
and runs head first into a glass door) Aah! Aah!
CLERK: (points his pistol) Get out of my store.
PATRICK HICKEY: You should have just given up the money.
CLERK: (forced to stick a metal key in an electrical outlet) Unh!
Convenience Store - Video Review
PETER: (while watching the carnage in replay) Remind me to never get a job as a convenience store clerk.
Any witnesses?
OLIVIA: Both victims are in intensive care at University Hospital. So, no statements anytime soon.
PETER: Stealing food and knocking over convenience stores? These kidnappers don't really seem like they
have much of a plan.
OLIVIA: No. There's a second feed on the door. (about Tyler) He looks so scared.
PETER: So why doesn't he run? He could just make a break for it. Far too soon for Stockholm Syndrome to
have kicked in.
OLIVIA: Well, maybe your father's right. Maybe one or both of them are controlling people through
hypnotic suggestion.
PETER: Then they could just get the clerk to give 'em the cash. Why all the carnage?
OLIVIA: Maybe they're silencing the witnesses. They don't want us to know how it works. (answers phone)
BROYLES: I just talked to the owner of the car dealership where the kidnappers worked. Said Hickey and
Dobbins were his best salesmen.
OLIVIA: So is there anything out of the ordinary about these two guys?
BROYLES: Model employees. The owner was completely mystified as to how they got mixed up in this.
Says they each made a sale that morning, took one of his loaner cars out for lunch, and never came back.
OLIVIA: Okay. (hangs-up) Broyles says the suspects were good at their jobs. No criminal record. Boss
loves 'em. So how do these two become kidnappers?
PETER: You think they could be spies? Maybe they're hiding out in plain sight.
OLIVIA: Foreign intelligence agents often take mundane jobs so they can blend in while they're gathering
PETER: There's certainly nothing more mundane than being a used car salesman.
OLIVIA: So throw in Massive Dynamic and your father's theory on hypnotism and it all starts to add up.
Walter's Lab - Dissecting Skulls
ASTRID: (as Walter goes to work with an electric bone saw) Chicken. You serious?
WALTER: Just a hypothesis. What do you think, more like pork?
ASTRID: Truthfully, I don't really spend a lot of time thinking about what human brains would taste like.
WALTER: Then why did you ask?
ASTRID: I was asking what you expected to find with this brain.
WALTER: Oh. And normally hypnosis would simply... boost the alpha wave of the brain With no visible
effect. But given the extreme nature of the suggestions in this policewoman's case, I suspect there might be
lesions on the brain. And visible damage. Oh, yes... Oh, my. Thank you.
(joined later by the rest of the science team, after cleaning-up)
WALTER: Now, this is not hypnosis. It is mind control.
OLIVIA: There's a difference?
WALTER: Oh, yes. Peter was right. Hypnosis can only go so far -- suggesting, but not forcing behavior.
Look, look, look. Hematomas on the brain matter. Indicating actual trauma. The result of conflicting neural
impulses. A conflict of mind and body.
OLIVIA: Is that what killed them?
WALTER: Oh, no, no, no. No... the bullet took care of that. No, but mind control could cause brain damage.
I theorize that the power operates through the cochlear nerve.
PETER: You mean sound.
WALTER: Yes. An auditory trance is a far more effective path manipulation than the other senses. But
again, it's just a hypothesis.
ASTRID: Even if we find out where they are, nobody can get near them as long as they have this talent.
OLIVIA: Then I need you to work out how to block it. The ransom call could come at any minute, and we
need to be ready.
WALTER: Right. Right. Right.
Massive Dynamic - Call Waiting
(in a private office)
JAMES CARSON: I don't understand. Why are we just standing around? Shouldn't we do something?
BROYLES: Doctor Carson... I have my very best agents on the case. But you need to be here when the
kidnappers call.
NINA'S ASSISTANT: (knocks and enters) Special Agent Broyles? We've just received a call for Doctor
Carson. It's his son.
(in a crowded room)
TECHNICIAN: We're ready, sir.
JAMES CARSON: (picks-up phone) Hello?
TYLER CARSON: Dad... it's me.
JAMES CARSON: Tyler, are you okay?
TYLER CARSON: Just give them what they want. Please.
TOM DOBBINS: You've seen that we won't hesitate to do whatever's necessary in order to get what we
JAMES CARSON: Please, listen, I'll do anything you need -- anything!
TOM DOBBINS: Two million dollars, unmarked bills, the industrial park off I-78, Western Newark
Airport. 5:00 P.M. If you're even a minute late, your son dies.
JAMES CARSON: No, please, listen (caller hangs-up) -- Tyler?
TECHNICIAN: No luck sir, he hung-up too soon.
OLIVIA: Money? All they want is money?
JAMES CARSON: I can sell the house. Cash in my stock options...
NINA: Massive Dynamic will cover any ransom.
BROYLES: They're trying to squeeze a major international corporation with a kidnapping. It doesn't add
OLIVIA: Money's the distraction. They want something else. They took your son for a reason.
JAMES CARSON: So what now?
OLIVIA: We set a trap.
Walter's Lab - White Noise
WALTER: (singing jauntily as he rummages thru storage) Baa baa black sheep, have you any wool? Yes,
sir, yes...
ASTRID: (privately) Peter, we're running out of time. You don't have any idea what your father's looking
PETER: No. He just muttered something about my childhood.
WALTER: Aha. (pulls a teddy bear from a box) Here it is. It generates white noise, which simulates the
sound of being in-utero. (fetal sounds throb) Huh? Huh? Just what we need to block the mind control.
PETER: A teddy bear versus mind control spies? Bad guys don't stand a chance.
Briefing - The Tactical Raid
OLIVIA: Doctor Carson will meet the kidnapper with the briefcase. So take no action until the exchange is
complete. We want clean shots only. We want them alive, if possible. But the boy's safety comes first.
WALTER: (privately to Peter as they wait) This is exciting. You think the F.B.I. will ever give me a gun?
OLIVIA: Doctor Bishop will now explain how to use the equipment that you've been provided.
WALTER: (very formal) Yes. Hello. I am Doctor Walter Bishop. You've been given a set of audio-adapting
earphones like this, (holds-up a set) which will give off a steady stream of white noise...
PETER: (simply put) ...the headphones will make it so the kidnappers can't control you with sound. Now,
put 'em on. We gotta do a sound check.
(nothing but pulsating noise can be heard by those wearing headsets as Walter tries to conclude his lecture)
WALTER: My son Peter's teddy bear emits a sound... as you listen, you may feel a sense of deep
tranquility, as if you returned to your mother's womb. (oblivious that no one hears him)
PETER: (hands Walter the microphone he needs) Um, Walter, I think you're gonna need this.
WALTER: Thank you, Peter. (turns the mic on) You will now be able to hear my voice. Each of your team
leaders will have a microphone like this one. You will not be able to communicate with each other directly.
All commands will come through the headphones. Once you're given the order to put on the headphones, do
not remove them under any circumstances. If you do, you may die a gruesome and horrible death. Thank
you for your attention. And have a nice day.
Abandoned Warehouse - Tactical Raid
(teams are deployed, snipers positioned and visual surveillance begins as Doctor Carson approaches with
the ransom)
ALPHA COMM: (over radio) Alpha Team in position.
BRAVO COMM: (over radio) Brave Team in position.
ALPHA COMM: Agent Dunham, we have a brown sedan entering in on the North side.
OLIVIA: Do you see Tyler in the vehicle?
ALPHA COMM: That's a negative.
OLIVIA: All teams stand by and hold position. Bravo Team, what's your status?
BRAVO COMM: We have somebody moving in on foot.
ALPHA COMM: Copy that. Possible suspect en route to Doctor Carson.
OLIVIA: All units, headphones on. Team leaders, move communication to microphones. (everyone,
including Walter and Peter, don headsets. Carson is approached by Dobbins for the ransom exchange)
Contact made. Can anyone see the hostage?
ALPHA COMM: This is Alpha Leader. Negative. I've got nothing.
BRAVO COMM: Bravo. Negative on my end too.
OLIVIA: (Dobbins grabs the ransom from Doctor Carson) All units, move! Move!
(all agents converge on the warehouse. Hickey crashes the brown sedan through the garage door, rolls it,
and the vehicle burst into flames. Peter leaves Walter to chase the money as it departs the area. Olivia
pursues Dobbins deeper inside the building. )
TOM DOBBINS: (to Olivia when she approaches, as he repeatedly tries to fire an empty pistol into his
lower jaw) Help me! Help me.
(elsewhere on the grounds, Peter runs around the corner of a building, forced to a halt and unable to move)
TYLER CARSON: You can lose the stupid headphones. (pops a pill) They don't work. (grabs the briefcase
full of money) Take me to your car. (Walter's station wagon accelerates thru the gravel as Peter is
Warehouse Raid - Losing Peter
OLIVIA: (outside. talking in to handheld radio) Agent Balik, this is Agent Dunham.
AGENT BALIK: (radio) Copy. Go for Balik.
OLIVIA: Any sign of Tyler Carson?
AGENT BALIK: Negative. We did two full sweeps. This place is abandoned.
WALTER: (approaches) Olivia? Agent Dunham. Where is he?
OLIVIA: Tyler? We're still looking for him, Walter.
WALTER: No, no, no, I don't mean Tyler. I mean Peter. I thought he was with you. He's gone. I can't find
him anywhere.
OLIVIA: (into handheld radio) Uh, has anyone seen Peter Bishop?
(inside. under interrogation)
TOM DOBBINS: I told you, we were the hostages in that car.
OLIVIA: Tyler Carson wanted you to kidnap him?
TOM DOBBINS: I'm saying he made us do it. He worked us like puppets. He forced us to drive. He made
us watch all those people die!
BROYLES: What about the ransom call?
TOM DOBBINS: I told you, he made us say what he wanted!
OLIVIA: How did he do that, exactly?
TOM DOBBINS: I don't know how he does it. You think I wanted to saw off my own finger? He made me
do it when I tried to get away. (hold-ups bandaged hand, minus a few digits) And that friend of yours you
keep talking about. You better pray he's not with that kid.
Road Trip - Tyler's Wild Ride
TYLER CARSON: Head hurts pretty bad, huh? (Peter groans and grimaces while driving) That's what
happens when you try to fight it. I can make it stop if you do what I say.
PETER: (forced) Yes. Oh... (relieved)
TYLER CARSON: Keep driving straight.
PETER: You know, your father's worried about you.
PETER: Come on, kid, let's pull over and talk about -- (forced to accelerate)
TYLER CARSON: Hey, bad idea!
PETER: What are you doing? (forced to swerve thru traffic)
TYLER CARSON: Let's see how fast this piece of junk can go.
PETER: Kid, you're gonna kill us!
TYLER CARSON: (aiming to wreck the back of a truck) Are you ready to behave?
PETER: Yes! (released from control, he slams the brakes and stops the car)
TYLER CARSON: Just so we're clear... I can make you do whatever I want. I can control all of you, or just
part of you.
PETER: You know what, kid... you're a real son of a bitch.
Massive Dynamic - Enhancements
OLIVIA: (in Nina's office) It's Tyler. Tyler is the kidnapper. This was taken from a traffic cam on I-95. He's
the one controlling people, and he's taken Peter hostage.
NINA: How could this have happened?
OLIVIA: The son of one of your top scientists can control people's minds? Surely that's not a coincidence.
NINA: That doesn't seem possible. But Doctor Carson works in aerospace. But on one of his projects, he's
been collaborating with the Pharmaceutical Division.
OLIVIA: What project?
NINA: (later, in a testing area) This is our flight simulation deck. What you're watching is a live test of our
prototype hands-free guidance system.
OLIVIA: Hands-free navigation. So who's controlling the jet?
NINA: Electrodes in the pilot's helmet are picking up on his thought patterns, which send commands to an
onboard computer.
JAMES: The pilot has been given a pharmaceutical enhancement -- a drug to amplify his brainwaves.
Which makes it easier for the electrodes in the helmet to read them.
WALTER: Doctor Carson, did you, perchance, expose your son to this so-called pharmaceutical
NINA: Massive Dynamic has strict testing protocols. Family members are absolutely ruled out as test
JAMES: Oh, my god. I took some samples home for further research. Tyler might have found them.
Road Trip - More Civil
PETER: (driving the car willingly) I got a question. How far away can you control people?
TYLER CARSON: You mean, how far do you have to run? Nice try.
PETER: When did you figure out that you were able to --
TYLER CARSON: I'm not telling you anything, alright?
PETER: Hey, genius, the second you took me, they knew that you were behind it all.
TYLER CARSON: Whatever. You had no idea that I was the one in charge.
PETER: Yeah. You managed to kidnap yourself -- congratulations. You're a criminal mastermind.
TYLER CARSON: Screw you.
PETER: You really haven't thought this out, have you? I mean, you don't even have a plan.
TYLER CARSON: Shut up. You sound just like my father.
PETER: Oh, come on. That's what this is about? Some sort of vendetta against your Dad? Do you really
think that you're the first kid whose father didn't think he was good enough, or smart enough? Take a
Massive Dynamic - Walter's Ire
JAMES CARSON: ...but it doesn't make sense because even if tyler did take the drugs, they're designed to
work on computer systems, not on other human beings.
WALTER: The brain is a computer, Doctor. It's an organic computer. It can be hijacked like any other.
(approaches. angry) So how old is this boy? Fifteen? Still going through puberty? Yes?
WALTER: Yes! His system flooded with hormones affecting his neural transmitters. Opening up the
pathways for the uptake of psychoactive chemicals, yes?
JAMES CARSON: I suppose it's possible. Yes.
WALTER: Oh, it is. It's possible, alright. And was he, by chance, taking any prescription medication?
Psychostimulants, perhaps?
JAMES CARSON: Tyler was taking medication for Attention Deficit Disorder.
WALTER: (smoltering) ...well, puberty, A.D.D. medication, and an untested brainwave enhancer. It's a
mind control cocktail. Because of this man's inability to be a proper parent, his son has kidnapped mine!
NINA: Walter!
Road Trip - Pulled Over
PETER: You know, I used to hate my father too. I know what it's like.
TYLER CARSON: I need a driver, alright? Not a big brother. (after lights and sirens start behind them)
Don't stop.
PETER: Kid, this has been a ton of fun, but let's get real here. It cannot go on forever.
TYLER CARSON: I say it's not even close to finished. (concedes) Pull over.
PETER: Let me take care of this.
TYLER CARSON: If you don't, I will.
PETER: (after rolling window) Evening, officer.
OFFICER JENKS: Sir, I'm gonna need you to step out of the vehicle.
PETER: Sure.
OFFICER JENKS: Put your hands on the car.
PETER: (politely) I'm sorry, Officer, did I do something wrong?
OFFICER JENKS: (unyielding) I said up against the car. You got any kind of weapon on you, you should
tell me now.
(Tyler influences the officer to place his pistol on the car next to Peter)
PETER: Tyler! (as he is forced to pick-up and point the pistol at the officer) Tyler! Tyler, please. Do not
force me to shoot this man.
TYLER CARSON: He'll tell them where we are. They'll try to stop us.
PETER: Please! Please! Come on, Tyler. There's gotta be another way.
OFFICER JENKS: (as Peter pistol-whips him) Unh!
TYLER CARSON: (curtly) Something like that?
Massive Dynamic - Coordination
OLIVIA: (on the phone) We lost them on the New Jersey Turnpike heading South towards Swedesboro. We
have a chopper shadowing the vehicle. We need all assets rerouted to that vicinity. Let me know if you spot
him. Thanks. (hangs-up) Astrid? You tell the state troopers if they spot them, to keep their distance. Stay
just within visual range. And make sure they know that peter is not the target.
NINA'S ASSISTANT: Agent Dunham, you're needed in Miz Sharp's office.
OLIVIA: (enters office) What's wrong?
BROYLES: The Director's just classified Tyler Carson as a national security threat. Fringe Division has
been ordered to stand down. Any intercept will be handled by special forces.
OLIVIA: But we're the only reason they have any clue what's really going on. How can they take us off
BROYLES: New information has come to light about Tyler's plans. Turns out he purchased two one-way
tickets to Costa Rica, which he bought before abducting Peter. Headquarters believes the boy may be
working with a foreign handler.
OLIVIA: With respect, all the evidence points towards an angry kid.
BROYLES: Best-case scenario, we have a highly intelligent malcontent on a killing spree. Besides, the
Director thinks it's worse. Tyler may have been recruited to deliver a multi-million dollar defense project to
our country's enemies.
OLIVIA: (reading the memo he handed her) "overwhelming force will be brought to bear if necessary"?
You know what this means. Peter could be collateral damage.
BROYLES: But regardless, we need to contain the situation on our own before it's too late.
Massive Dynamic - Motivating Walter
OLIVIA: (joining him in a quiet room) Walter? Have you made any headway?
WALTER: (solemn) I can't lose him again.
OLIVIA: Walter... I know you're worried. We all are. But we can get Peter back. We just need you to find a
way to disable Tyler.
WALTER: Peter always helps me. I don't know what to do. How do I do this without Peter? He always
helps me.
OLIVIA: He helps me too. But you can do this.
NINA: Walter... I know you're scared. But you're the only one that can help him.
WALTER: Maybe I could use an EMF scrambler to disrupt his beta wave transmissions.
NINA: Sounds like a good place to start.
ASTRID: (enters room) Olivia, I think I found something. They just brought Tyler's computer in. He's been
doing some pretty strange searches.
Computer Area - Astrid Googles
OLIVIA: (standing next to monitor as Astrid works) This is what he was looking for? Obituaries and death
ASTRID: All are women who died fourteen years ago in car accidents.
OLIVIA: Look, all these women died in their mid-twenties.
OLIVIA: So that would make them what, about forty now if they were alive?
ASTRID: What are you thinking?
OLIVIA: I don't know yet. Can you pull up his most recent search?
Nina's Office - Confronting Carson
OLIVIA: What do you know about Renee Davies? Who is she?
JAMES CARSON: She's my ex-wife. Tyler's mother. (looks at news article in his hand) Where'd you find
OLIVIA: It was on Tyler's computer.
Dance Club - Steak Dinner
(sitting next to a runway as a pair legs dances by, eating steak from cheap plates)
TYLER CARSON: This was a good idea.
PETER: Yeah, I was fifteen once too. But I had to talk my way into places like this. You know, there are
plenty of easier ways to get money.
TYLER CARSON: Yeah, but it wouldn't have been as fun.
PETER: Fun? Faking your kidnapping... jacking your dad's company... killing cops and innocent bystanders
TYLER CARSON: That wasn't part of the plan. Okay? They just... Got in the way.
PETER: You know, I get it. I mean, you wanted to torture your dad, right? But the thing just got away from
you. Blew up in your face.
TYLER CARSON: It's not done yet.
PETER: What did your daddy do to you anyway? Didn't pay you enough attention? Forgot your birthday?
Didn't play ball with you enough?
TYLER CARSON: He lied to me my entire life.
PETER: Let's not get dramatic.
TYLER CARSON: He told me my mother was dead.
Nina's Office - Carson cont.
JAMES CARSON: But you have to understand, she was a mess. She was on drugs, off drugs. I mean, I
never knew what she was gonna do next. When Tyler was a baby, she would literally disappear for weeks at
a time. And then finally she -- she just never came back.
OLIVIA: Does Tyler know what happened?
JAMES CARSON: I didn't know! I -- I just always assumed that she would end up dead of an overdose
somewhere. And then when Tyler was old enough to start asking about her, I told him that she died in a car
wreck. I thought it was for the best. So he wouldn't know that his mother abandoned him.
Dance Club - Dinner cont.
TYLER CARSON: About a month ago I found my birth certificate. Learned her name. And then I tried to
find her. Guess what I found.
PETER: That she was never really dead at all.
TYLER CARSON: She lives in Maryland. She's some sort of rehab counselor.
PETER: So what, you think if you find her... the two of you are just gonna live happily ever after?
TYLER CARSON: We're gonna be a family again --
PETER: Those cops you killed, they have families too. They got wives, they got -- (goes quiet as Tyler
takes control of his mind, has him pick-up his steak and makes Peter stab it into the seat of the chair right
next to him)
TYLER CARSON: That would have been in your leg, if I didn't need you to drive. Let's go.
Massive Dynamic - Walter's Work Area
OLIVIA: Okay, we know where Tyler's going. Please tell me you've got something better to stop him with
than what you're wearing. (looks at his aluminum foil hat)
WALTER: Oh, this has nothing to do with the case. (softly) I don't trust them here. I think they're trying to
read my thoughts.
ASTRID: (chimes-in) Massive Dynamic gives me the creeps too.
WALTER: According to Doctor Carson's data, the pilots that were treated with this drug were highly
responsive to magnetic fields. So we are modifying an electromagnetic pulse... to target his brainwaves.
OLIVIA: What does that mean?
ASTRID: We're gonna crash his brain.
WALTER: This device will wipe his brain of all thought. Uh, for a short period. He won't be able to think.
He will become severely disoriented. He may even vomit.
ASTRID: Which, hopefully, will give you the window you need to take him down.
OLIVIA: Okay, let's pack it up. We're leaving.
Davies' Residence - Meeting Mom
TYLER CARSON: Renee Davies?
RENEE DAVIES: (stands-up from her gardening chore) Yes. Can I help you?
TYLER CARSON: Mom... It's me, Tyler. Your son.
TYLER CARSON: I found you!
RENEE DAVIES: (eyeballs Peter) Who's this?
PETER: You mind if we go inside?
RENEE DAVIES: Of course.
Mom, listen, I don't blame you for leaving, alright? I blame him.
RENEE DAVIES: I don't understand --
TYLER CARSON: Dad. He didn't want me to be with you.
RENEE DAVIES: Oh, no, Tyler. It wasn't like that.
TYLER CARSON: But it's okay now. I'm here. We can go.
RENEE DAVIES: Go? Go where?
TYLER CARSON: Anywhere. Another country.
SETH DAVIES: Hey, Honey, what's going on?
RENEE DAVIES: Seth. We have some guests.
TYLER CARSON: Who the hell's this?
PETER: It's about time for us to go, Tyler -- what do you say?
TYLER CARSON: I think I see who's the problem here.
PETER: Tyler... (against his will, he is forced to retrieve the pistol from Tyler's bag and aim it at Seth)
Tyler, what are you doing?
Davies' Residence - Saving Peter
BROYLES: (to Olivia as they arrive at the house) You go in the back, I'll take the front. I need to disable
Tyler now. No time to wait for Doctor Bishop. I'm going in. (breaks open the front door with stun gun
leveled at the teen) Tyler, it's over! (shoots and stuns him. Tyler pulls the electrodes out and forces Peter to
shoot Broyles)
TYLER CARSON: We're outta here. And you're driving. (they leave thru the front)
OLIVIA: (enters thru back and finds Broyles on the floor holding his bloody arm) Sir!
BROYLES: He took Peter. Go after them.
OLIVIA: Sir, we need to stop the bleeding.
ASTRID: (over radio) Agent Broyles, Doctor Bishop and I are approaching the house.
BROYLES: The bullet went clean through, and I said go!
OLIVIA: Yes, sir. (runs to the curb, finds Astrid and gets in the back of her sedan) Tyler just took off with
Peter. Let's go.
WALTER: (as he spys his station wagon turning a corner on residential street) Olivia, is that my car?
ASTRID: It's them. (pursues quickly)
OLIVIA: (from the back seat) If we can disrupt Tyler's brainwaves, how close do we need to be?
WALTER: No further than twenty feet, and the effect will only last a few seconds. (prepares and aims his
brainwave gun) Ready.
OLIVIA: Okay, do it. Do it now.
(Walter aims and activates the device, Tyler begins to doze and Peter uses the momentary release from
control to crash his father's car into a large pole)
WALTER: (hovering over the unconscious Peter at the side of the road) Peter? Peter? Peter, Son... are you
with me? Peter, Son...? (as Peter comes to) There you are. That was quick thinking. You always prove to be
more resourceful than I give you credit for.
PETER: (groggy) Is that supposed to be some sort of compliment? (looks over as the gurney being loaded
into an ambulance) How's Tyler?
WALTER: He was knocked unconscious in the crash. Probably a concussion. We gave him a sedative to
make sure he stays under.
PETER: (remembering) Agent Broyles.
Davies' Residence - The Aftermath
OLIVIA: See what happens when you get out from behind the desk?
BROYLES: (as the paramedic finishess bandaging his arm) I've been shot before. First time by one of the
good guys, though. Lucky for me you're a lousy shot.
PETER: (approaching) The kid wanted to shoot you in the head. Lucky for you I was able to pull it off-
center a bit. (pausing) You're gonna hold this over my head for a long time, aren't you?
BROYLES: Somehow, you'll make it up to me.
Bishop Residence - Walter Cooks
PETER: (on the phone) Okay, thanks, Olivia. Yeah, I'll tell Walter. (hangs-up)
WALTER: (over the stove) Was I right? Did Tyler lose the power once the drug wore off?
PETER: Yeah, you were right. Which is a good thing, I guess. That means he won't do any time. Kid goes
on a killing spree, and all they're gonna do is make him talk it out with a bunch of shrinks.
WALTER: (brings over a plate of food) How many do you want?
PETER: I'm not hungry. I don't need any crepes.
WALTER: Oh, don't be ridiculous. You were abducted. Of course you need crepes!
PETER: I'm okay, Walter. (somber)
WALTER: Whenever your mother made them, you called them creeps... drove her batty. She was a strong
woman, your mother.
Massive Dynamic - The Aftermath
(Nina sits comfortably in her office and types a message to William, on a thirty year-old computer monitor.
Carson works in a lab and is reviewing developmental reports with photographs of several different Tylers
in them, each report pairs a Tyler with a different Massive Dynamic scientist. Included is a report with he
and his Tyler (#3). As Nina finishes her correspondence, Carson roles a gurney with Tyler #? on it behind
closed doors)
NINA: "William, I don't know if you've been receiving these messages,
but I continue to hope. I wanted to update you on the status of the
Penrose-Carson experiments. One of the Tylers did, in fact, display a
rather dramatic ability for mind control. But before we became aware of
his ability, there were some unintended consequences. Among them, he
was able to locate records of his surrogate mother, and, unfortunately,
made a misguided attempt to reunite with her. In light of this, I am
suspending the experiments indefinitely. You were right -- mind control
is possible, given the right conditions. So despite the unfortunate
circumstances, we can consider the project a success. As always, I hope
this finds you in good health. Warmest Regards, Nina."
Art Museum - Nabbing Christine
(outside a museum, a man wearing a plain suit and Fedora hat looks at his watch, writes down cryptic
symbols and watches people with his binocular as a military veteran approaches him)
PIN SELLER: Nice specs. I've never seen anything like them before.
AUGUST: They're from somewhere far away. (when offered an American Flag lapel pin) I don't have any
PIN SELLER: Oh, that's okay. I'm gonna give you one of these anyway. There. Oh, that's great.
AUGUST: Thank you. (August continues to observe then approaches a woman) Come with me, please.
CHRISTINE HOLLIS: Excuse me? What are you doing? Get off me! What are you doing? Help me. Help
me. Hey! Let go. Help me.
CHRISTINE HOLLIS: Somebody help, please!
(August shoots the man with his pulse gun)
CHRISTINE HOLLIS: Somebody. Help! Please help me. Help me. Please. Help me! Help. Somebody.
SECURITY MAN: Stop! Stop. (gunshot) (gunfire) (gun clicking) (car door shuts) (engine turns over)
(wheels screeching)
Olivia's Apartment - Rain Check
ELLA: (waking Olivia from her nap on the couch) Morning.
OLIVIA: (chuckles) Good morning, funny face. (sits up) You ready for our day?
ELLA: Yep. (hops and sits on the couch) This is the map mom left for us. Yep. There's four roller coasters.
OLIVIA: Oh, no, no, no. We agreed. No roller coasters. You can go on any other ride you like, but no roller
coasters, 'cause I am scared of the roller coasters. (making Ella giggle) Oh, you think that's funny? You
think that that is funny?
ELLA: Okay, no roller coasters.
OLIVIA: (Olivia laughs, then answers ringing cell phone) Dunham. Where? Uh, no, I'll tell Walter and
Peter. (hangs-up. to Ella) So. We're gonna have to take a rain check.
ELLA: That's okay, Aunt Liv. I know you have an important job.
OLIVIA: Well, I'm gonna call the Jacobson's. And see if they can babysit. And then I'll--
ELLA: Make pancakes?
OLIVIA: Yes. (laughs and picks Ella off the ground to carry) and I'll make you pancakes.
Bishop House - Milkshake Madness
PETER: Are you sure it was him? (finishes dressing)
OLIVIA: Uh, we don't have the security footage yet, But an eyewitness said that he was wearing a gray suit
and a hat, quote - one of those old ones from the '60s.
PETER: (sits to put on socks and shoes) You don't have any information on the girl?
OLIVIA: No. The police showed her picture around the museum, But no one knew who she was. Hey, is
Walter awake?
PETER: (scoffs) oh, yeah. He's in -- (blender turns on) the kitchen. And talking to him is not gonna be easy.
PETER: (walks to kitchen) Walter! We have company.
WALTER: Oh, hello, Agent Dunham.
OLIVIA: Walter, hey. (blender stops) I need you to tell me what you know about the man we call "the
Observer." You once referred to him as your friend. And it seems that he may have kidnapped a woman.
WALTER: They call it "the strawberry supreme."
PETER: His favorite ice cream store shut down. He made me wait in line with him for four hours yesterday.
Just so he could have one last milkshake.
WALTER: They have a secret ingredient. (loading the blender with more ingredients) It's -- It's mundane
but it's-- oh, it's sublime. And I am trying to stimulate my olfactory and gustatory senses to try to recreate it.
OLIVIA: Walter? Can you come with me?
Walter's Lab - Multiple Observers
OLIVIA: We've recorded him at over three dozen fringe events. (places photos in front of Walter) Do you
remember him?
WALTER: Of course. But there's nothing more than I told you before. Peter and I were in a car crash...
PETER: a frozen lake, when I was a boy.
WALTER: We were drowning, And... He dove in and saved us. But you say he's kidnapped a woman?
OLIVIA: We think he may have.
PETER: Why? What are you thinking, Walter?
ASTRID: (enters from room) Hey, guys? The footage from the abduction has been downloaded. (Peter and
Olivia follow her back to her computer) Also, the police found a book on a bench by the museum that had
some kind of weird writing in it.
OLIVIA: And they think it was his?
ASTRID: Well, they don't know, But Agent Broyles is sending it over.
OLIVIA: Have we I.D.'d the victim?
ASTRID: No, not yet. (Walter joins them and they study security footage)
OLIVIA: Wait a minute, Astrid. Can you zoom in? (Astrid types) Now freeze it. Peter, that isn't him. That's
a different guy.
PETER: There's more than one Observer. (to Astrid) Okay. Stop. Ho -- hold on. What just happened right
there? (Astrid slows the footage)
OLIVIA: Was he hit? (Astrid zooms in the focus of the security footage at the museum on the bald man. as
he starts to enter his vehicle, he catches the bullet headed for his face with his fingertips)
PETER: Who are these people?
Belle Motel - Meeting August
(inside a room at the quaint two story motel, Christine revives and August begins to tie her with rope to the
footboard of the bed)
CHRISTINE/AUGUST: (synchronized) Please don't hurt me. Why are you doing this? Please let me go. I
promise I won't tell anyone. You don't have to do this.
AUGUST: To me.
CHRISTINE/AUGUST: (synchronized) Please.
AUGUST: (ties a gag over her mouth) It will be safer if you stay quiet. (Christine begins to cry as August
put on his hat and leaves)
A Quiet Park - Briefing Olivia
BROYLES: (sitting on a bench and looking through a file with Olivia) Her name's Christine Hollis. Twenty-
seven years old in the Masters Program for Fine Arts at B.U. As far as we can tell, she's no one special. Her
parents are deceased. No siblings, no arrest record. $2,700 in her bank account. Nothing unusual about her
at all.
OLIVIA: Well, do we have a home address?
BROYLES: We're working on it now.
OLIVIA: Assuming she's still alive.
BROYLES: We have no reason yet to think otherwise.
OLIVIA: Well, that's just it, isn't it? I mean, we don't know what to think. I -- I'm lost. Years ago, one of
them saved Walter and Peter. Walter doesn't know why, or he can't remember. But beyond that, everything
we know about these guys, the little that there is suggests that they just watch. They don't get involved. But
BROYLES: Figure out why he took this girl. What makes her the exception. Do that, and I think you'll find
Walter's Lab - Bloody Notebook
PETER: (approaches with the notebook) Hey, I think we may have a lead on the Observer. Walter, look at
this in his book. I think that might be blood.
WALTER: You might be right, son. The scalpel, please.
PETER: Did he ever tell you why he saved us? The Observer.
WALTER: (hesitates) No. (takes the notebook and moves to another workstation)
PETER: (follows Walter) We're close, Walter. Whatever's going on, whatever William Bell was warning
Olivia about. These people have the answers, I know it. I can feel it.
ASTRID: (looking at her computer screen) This does not make any sense.
PETER: (joins her) What?
ASTRID: His handwriting. So far, I have counted twelve hundred and forty-six distinct characters, and not a
single one of them repeats.
PETER: Alright. Not all of us majored in Linguistics.
ASTRID: It means that every written language is based on repetition. So without repeated symbols,
language is not possible.
PETER: Well, maybe it's a code.
(Walter finds something in the notebook and keeps quiet)
ASTRID: Maybe. But if so, it is the most complicated code I have ever seen. The computer can't make any
sense of this either.
OLIVIA: (entering the lab) Hey, what you got?
PETER: Nothing concrete on the symbols yet. But we found a blood sample in the book.
OLIVIA: The kidnapper's blood?
PETER: Not sure. Walter's analyzing it now.
OLIVIA: Walter.
WALTER: Well, we can't be certain until we run the labs, but I've noticed the blood has an orange tint,
perhaps a sign of hemophilia.
OLIVIA: Well, if it is his blood and if he's a hemophiliac, Then maybe he was treated in a hospital, so there
could be a record.
PETER: I'll call Broyles. Have him put together a list of all the known hemophiliacs in the area.
ASTRID: Hey, guys, I think I found something. It looks like someone else has been investigating these
symbols too.
OLIVIA: What? Who is it? (Olivia looks at Astrid's work)
Massive Dynamic - Brandon's Theory
BRANDON: (exiting an elevator with Olivia and Peter in-tow) Yeah, these things have been blowing my
mind for a while now. (to Olivia) Do you see the little half-circle with wings? That appears on a cuneiform
tablet at the Iraqi National Museum. It's one of mankind's earliest attempts at writing. And, uh, do you see
this little triangular curlicue thingy? That's etched on the Iiron Pillar of Delhi. 900, B.C. It's pretty weird,
right? (turns to Peter) So Nina Sharp says you're FBI too. Uh... you don't look FBI.
OLIVIA: (to Brandon) So you have no idea what any of them mean.
BRANDON: What the symbols mean?
BRANDON: No, I have no idea. But I found something else. (continues his briefing at a computer screen)
We all remember Paul Revere's ride, "one if by land, two if by sea," But before that, he was famous for his
engraving of the Boston Massacre, 1770. (calls up a painted picture of the 1770 battle. a bald man is behind
the ranks of Red Coats)
PETER: Oh, come on.
OLIVIA: Well, that could be anybody.
BRANDON: (calls up another painting with a bald man at the peasant uprising) Marie Antoinette. 1793.
(calls up an image of another bald man in the crowd) Sarajevo, 1914. Minutes before Archduke Franz
Ferdinand was shot, kicking off World War I.
OLIVIA: (a little befuddled) So they have been around forever.
BRANDON: (earnestly) Or else they're not limited by our human perception of time. Are you with me?
(initiates a simple demonstration) We think of time as linear, right? Life is a journey. You're born, and then
you die. And to get from one end to the other, (connects a clear to tube to a container with water and spills
the fluid through the straight tube) there's only one way through. (water splatters his shoes and the floor)
Unless... you look at it like this... (fills tube and removes it from container, blocking both ends) and then...
you can see at any point. It's all happening at once. (rotates tube around)
OLIVIA: So they're traveling through time.
BRANDON: No. It's more like they're observing time. (empties tube) I think these guys show up at
important moments. Um, historical, technological, scientific. But it's rare. Maybe two dozen different
definite occurrences in the past five thousand years of human history. But recently, I've charted twenty-six
sightings in the past three months alone. It kind of makes you wonder.
PETER: Why now?
BRANDON: And what's about to happen?
Restaurant - Fixing The Irregularity
WAITRESS: (approaches the Observers table) More hot sauce, gentlemen?
THE OBSERVER: Thank you.
WAITRESS: Sure thing. (leaves the sauce and departs as both Observers start to cover their meals with hot
JULY: (arrives, removes hat, places it down with his briefcase then sits) We have a situation with August.
DECEMBER: (studies images of August abducting a young woman) Who is she?
JULY: I don't know. But she's supposed to be on Tropos Air, Flight 821.
DECEMBER: Why did he abduct her?
JULY: We don't know -- and the flight has already left the terminal.
DECEMBER: Then he's created an irregularity. We'll need to repair it. (to The Observer) Contact Donald.
(The Observer opens his communication device and starts pushing buttons)
Grocery Shopping - Assassin Recalled
(Donald Long walks out of a market with a bag of groceries. His communication device activates and three
green lights illuminate, followed by a red light. Long puts his groceries in the trunk of his vehicle and
removes a bulky equipment case. Inside the vehicle he opens the case, activates the device and prepares his
pistol with ammunition and a barrel silencer. The dot-matrix printer in his equipment case prints an image
of Christine Hollis. He removes the document from the printer to take with him.)
Christine's Room - Friendly Interview
(standing and chatting as Peter walks around and inspects)
DANIELLE: I just don't understand it. Why would anyone want to kidnap Christine?
OLIVIA: Well, that's what we're trying to figure out. So you two aren't roommates?
DANIELLE: No. We're friends. Taking a bunch of sculpture classes together. I'm subletting her room while
she's away, or was supposed to be away.
OLIVIA: Where was she supposed to be?
DANIELLE: Italy. She was supposed to fly today. She was going to spend the semester, studying ceramics
in Rome.
OLIVIA: Well, do you have a copy of her itinerary? Her flight to Rome, or maybe where she was gonna be
DANIELLE: She emailed me one. I can print out a copy for you.
PETER: (holds out framed picture taken from the mantle) Is this Christine?
DANIELLE: Yeah. It's a terrible story, actually. Her family was visiting relatives in San Francisco. A few
hours after that photo was taken, there was a big earthquake.
PETER: The one in '89?
DANIELLE: They were driving on that bridge. When it happened, when it collapsed. Her parents were both
killed. That's the last photo she has of them. I'll, um, get you her travel information. (leaves room)
PETER: Take a look at this. Behind the father. (in the background of the photo, a bald man in a simple dark
suit and Fedora hat is watching the Hollis family)
Belle Motel - A Concerned Captor
CHRISTINE HOLLIS: (struggles with the rope and her wrists and the footboard of the bed) Come on.
(groans) Come on! (the wooden base of the bed splinters and she tumbles to floor, still gagged and bound.
the door opens)
AUGUST: (enters with a large bag of fast food) I thought you might be hungry. (helps her to a chair,
removes the gag and examines her wrists) You've hurt yourself.
CHRISTINE HOLLIS: Why are you doing this? What do you want from me?
AUGUST: (turns on the television) It would be easier to show you.
TELEVISION ANNOUNCER: ...popularity polls continue to show huge support for the President as the
economy rallies and terrorism declines. The poll found that 63% of Americans are happy with the
AUGUST: It will be just a minute now.
WOMAN ON TELEVISION: And believe he will continue find ways to improve the economy and generate
new jobs.
Returning To Lab - Checking On Ella
OLIVIA: (verbally activating her vehicles automatic dialing feature) Phone.
COMPUTER VOICE: Phone. Please say a command.
OLIVIA: Call the Jacobson's.
COMPUTER VOICE: Calling the Jacobson's.
PETER: (studying the 1989 Hollis picture) Whatever these Observers do to keep from aging, they should
market it. They'd make a fortune.
OLIVIA: So what does it mean, that he has been keeping tabs on this girl for twenty years?
KEN JACOBSON: (on vehicle speaker phone) Hello?
OLIVIA: Oh, Ken, hi. It's Olivia Dunham. I'm just calling to check in and say hi to my niece.
KEN JACOBSON: Oh. Jane took her out for ice cream. You want me to call her and have her--
OLIVIA: Uh, no, no, uh -- just let her know that I called.
KEN JACOBSON: Sure thing. (ends call)
PETER: Rachel's out of town?
OLIVIA: Yeah. For the weekend.
PETER: (reads her body language) And?
OLIVIA: And what?
PETER: You do that thing with your mouth when you're upset.
OLIVIA: (snorts) Oh, Ella and I had this whole day at the amusement park planned, and then dinner after.
She was completely understanding when I told her that I had to work. (pauses. remembers) When my mom
took me to my first movie when I was six, I was so excited. She bought me a box of popcorn, and we took
our seats. You know, they used to have that curtain before the movie started? It was this beautiful red
velvet. We sat there eating popcorn. (giggles) And after a couple minutes, I turned to her and said,
"Mommy, this is the best movie ever." I didn't understand that it hadn't started. (pauses) It's one of my
favorite memories of my mother.
PETER: (sympathetic) Don't worry, you'll make plenty of memories with Ella.
RADIO ANNOUNCER: information on Tropos Air Flight 821, which crashed into the Atlantic
Ocean two hours outside Rome, Italy. The plane contained 211 passengers and six crew members, all of
whom are assumed to be dead. Flight 821 departed...
PETER: (studies Olivia again) What?
RADIO ANNOUNCER: ...Logan International Airport at Ten-Forty-Five A.M. Eastern Standard Time, and
was scheduled...
OLIVIA: Okay, Christine's itinerary, it's just in my glove box.
RADIO ANNOUNCER: land at the Leonardo Da Vinci-Fiumicino Airport early this morning. The
plane was in the air for just under...
PETER: (reviews the itinerary) Flight 821. Boston to Rome. She was supposed to be on that flight.
Belle Motel - Christine Learns
TELEVISION ANNOUNCER: ...rescue teams and divers continue to scour the wreckage. We will continue
to bring you live coverage of this disaster as it comes across our desk. Representatives of Tropos Air...
AUGUST: You were going to die.
WOMAN ON TELEVISION: We will bring you live coverage just as soon as it happens. Right now, what
AUGUST: I saved you.
CHRISTINE HOLLIS: (sitting still. stunned) How did you--
AUGUST: You're not safe. Yet. There is something I need to do. (stands) I have to go out. I would prefer
not to gag you. (places gag in her mouth) But it is for your own protection. (ties gag and leaves)
Walter's Lab - A Chile Connection
OLIVIA: (entering the lab together) What if he did? I mean, what if he somehow knew the plane was gonna
PETER: So you think this Brandon guy was right? That they can see the events before they happen.
WALTER: (overhearing the details) I'm sorry, what plane crash?
PETER: (to Walter) Christine Hollis was supposed to be on a plane that crashed just off the coast of Italy.
Two hundred people were killed.
WALTER: Oh, dear.
OLIVIA: I mean, what if he wasn't trying to kidnap her? What if he was trying to save her life?
PETER: What is so special about her? Why save her? Why did one of them save us?
ASTRID: (returning. hands over a piece of paper) Walter! I've got the results of the blood sample from the
WALTER: Oh. Oh. (studies the paper. chuckles) High concentration of capsaicin, which means it's not
blood at all, It's Chile pepper juice. He must have spilled some in the book.
PETER: Well, that's great news. So we'll add messy to the A.P.B.
WALTER: No, it is good news. Concentration at 970,000 on the Scoville Scale, that's one of the hottest
Chile peppers there is. I hypothesize a Naga Jolokia from India, otherwise known as the King Cobra Chile. I
once ate one. The flatulence was horrible. Very embarrassing.
OLIVIA: Walter. Are these peppers sold in Boston?
WALTER: Oh, I -- I imagine so. though I don't suspect one could grow them here.
OLIVIA: Astrid?
ASTRID: Locate anyone who's importing those peppers locally. Got it.
Quiet Diner - Observer Ire
(August joins a group of Observers sitting and waiting for him)
DECEMBER: (somewhat annoyed) Well. It appears you've been busy.
Quiet Diner - Observer Meeting
DECEMBER: (to August, standing rigidly next to the table) Your actions took us all by surprise. I take it
you've come here to explain yourself.
AUGUST: Then you are aware of the plane crash.
DECEMBER: Of course. Christine Hollis. Who is she?
AUGUST: I have observed this woman for much of her life. She is unique.
THE OBSERVER: They are all unique. That is not reason to interfere with the course her life was meant to
AUGUST: We have interfered before.
THE OBSERVER: Only to correct a mistake of our own making. She has no future.
AUGUST: Then why do I see it? (looks at July) Why do I see that she is important?
DECEMBER: Your perception must be in error.
AUGUST: Perhaps.
DECEMBER: Your oversight will be forgiven, But Miss Hollis must be corrected. We've already seen to it.
Walter's Lab - A Fresh Lead
PETER: You should eat something. (places a snack on the research papers at Olivia's desk)
OLIVIA: Thanks. You know, if there's something significant about this girl, I just don't see it. After her
parents died, she's taken in by her mother's best friend, who was a veterinarian in Worcester. She got decent
grades in college, and interned at art galleries in the summer. I think she's just like anyone else.
ASTRID: (entering from lab) Hey, guys? I think I found something. There's King Cobra Chiles. Three
Boston restaurants imported them last year, and one private citizen.
ASTRID: I don't know. He paid with a money order. But we have an address. It's an apartment in
OLIVIA: Well, can you give the address to Broyles and get him to have a back-up team standing by in case
we need them?
ASTRID: (as Olivia and Peter prepare to leave the lab) Sure thing.
WALTER: Taste this, please. (offers her a spoonful. watches her grimace) No. That's what I was afraid of.
ASTRID: Whoo-- what is that?
WALTER: French vanilla ice cream and cough syrup. Well, no, no, you see-- I suspect that this-- The secret
ingredient is wild cherries, and I didn't have any fresh cherries. Unless you'd make a trip to the market.
ASTRID: (succinctly) If I do, I am no longer your taste tester.
WALTER: Ooh. Deal.
(Astrid grabs her coat and heads to the exit. Walter watches her go then grabs his coat to leave)
Augusts' Apartment - An Intrusion
(Donald Long enters an apartment building, climbs the stairs to the second level, picks the lock on a
Augusts' front door, then enters with his silenced pistol drawn. he closes the door and locks it behind him.
he moves from room to room and studies what he finds. One wall has multiple photos of Hollis growing-up,
and recent photos. another room has a pull-string toy monkey that bangs cymbals loudly)
Slocan Restaurant - Needing Help
(Walter enters and looks to meet the man that sent him the coded message. he stands at the table, then sits to
join him)
AUGUST: You got my message. I suspected that a likeness of a nitrogen molecule would attract your
WALTER: (slightly intimidated) Please don't take my son. Your friend and I had a deal. We had an
arrangement. I know what I did was wrong, but--
AUGUST: (a little surprised) That is not why I contacted you. I need your help.
WALTER: My help? (relieved) Well. In that case, I should call him. And Agent Dunham. They'll want to
know I'm talking to you.
AUGUST: I suspect that they might be occupied right now.
Augusts' Apartment - A Confrontation
(Peter and Olivia enter the building and head to Augusts' door. Long is still inside and finds a phone
directory with a page of motel listings. Peter kicks open the door to the apartment and Olivia enters with her
pistol leveled. Olivia is decoyed into the bathroom by the clacking sound of the pull-string toy. Peter snoops
around and is ambushed by Long. the assassin puts the silenced pistol to the back of Peter's skull and
DONALD LONG: On your knees. Down on the ground. (cocks the hammer on his pistol)
PETER: Take it easy. Take it easy. Take it easy. (quickly turns and hacks the assassin's gun hand away from
his head)
(Olivia hears the gun shot and the fist fight, then finds Peter uninjured. Long has departed the building and
quickly vanished outside.
Slocan Restaurant - Walter Helps
WALTER: (sitting at a table near the windows) What is it that requires my help?
AUGUST: I have interfered in the natural course of events. To correct that, the others will try to kill
Christine Hollis until they succeed. If we run, they will find us. If I stop the assassin, they will send another.
I cannot see any course of action that will prevent... (upset) her death.
WALTER: (eager) What makes you think I can help?
AUGUST: Because you have solved such a matter before. You saw beyond the limitations of your
WALTER: (confessing) Not really. I just missed my son. May I ask what is so important about Miss Hollis?
AUGUST: I cannot explain the reason. I merely see it. I have never experienced such... certainty. But the
others, they say she is of no consequence.
WALTER: Well, in that case, if you cannot persuade the others of your conviction, then you must do
something to prove it. You must make her important. And of course whatever you do, you must be prepared
to face the consequences.
Augusts' Apartment - Evidence Search
PETER: (after checking a closet full of suits and shirts) The gunman leave a trail? (checks the bump on his
OLIVIA: No. I called in his description to the P.D., but I expect he's long gone by now. Broyles is sending
in a CSU team to dust this place for fingerprints.
PETER: Well, I doubt he's gonna show up on any database at least none from this century.
OLIVIA: What do you mean?
PETER: What that guy Brandon said about them being around for a long time. (holds up an old newspaper
that was stacked on the floor) 1884, apparently it was a great year for blubber. (displays a headline about a
predicted record year for whaling)
Belle Motel - Matter Of Trust
CHRISTINE HOLLIS: (after August returns to the room and removes her gag) What? What is it? (kneels
before her and removes the ropes from her wrists)
AUGUST: Do you... trust me?
CHRISTINE HOLLIS: (honestly) Yes.
AUGUST: Then you must do exactly... as I say.
Augusts' Apartment - No Ideas
AGENT: (to other CSU technicians combing the apartment) So far, we just pulled two off the door. We got
a possible match over here.
OLIVIA: (looking at numerous old newspaper articles attached to the wall) Any ideas?
PETER: What are they looking for? We're looking for them, but they're looking for something too. That's
why they keep on showing up. So what are they looking for?
OLIVIA: (answers cell phone) Dunham. Where? (to Peter) Someone just called in a description of in our
second Observer. He was spotted at a motel in Lowell. (they leave)
Belle Motel - Failed Ambush
(the assassin arrives in his vehicle after dark. he grabs his pistol and exits the car. the page from the phone
directory rests on the passenger seat. half the motels have been crossed-off. Long kicks open the door to the
room Hollis has been held in and sees the ropes from her wrists on the floor. he suspects someone is hiding
in closet and aims pistol at it. August bursts from the closet and fires his pulse weapon before Long can fire
his pistol. Long is hit and flies backward into the door frame. August holster his weapon and leaves
immediately. Seconds later, Long gets up, groggy from the blast and leaves to follow August. August
believes he is being followed so turns and aims his weapon at the stairwell. Long sticks his out from behind
the corner of the building and August fires, hitting a motel sign as Long ducks back around the corner)
DONALD LONG: (catches-up in the parking lot and levels his weapon) What are you doing? Tell me
where she is. Just tell me where she is. You know I'm just trying to do my job. I have no quarrel with you.
(August looks at an approaching car)
DONALD LONG: You insane?
AUGUST: (raises his weapon again and points it at Long) Good-bye. (takes three bullets to the chest. Olivia
exits her car and takes cover behind a vehicle parked next to her)
Belle Motel - Saving Christine
(Olivia and Donald Long exchange gunshots. Olivia grunts. August grabs Peter's hand and gives him the
gun. Olivia hears overhead footsteps. Peter shoots at Donald Long. Olivia shoots him twice. Donald Long
falls down)
OLIVIA: Christine Hollis? Christine? Christine Hollis? Christine. I'm Agent Olivia Dunham. I'm with the
FBI. It's gonna be alright.
CHRISTINE HOLLIS: What about the man? The one who took me.
OLIVIA: Let's get you home.
Belle Motel - A Getaway
(August and The Observer drive from the motel)
AUGUST: Will she be safe now?
THE OBSERVER: Who is she? Why did you save her?
AUGUST: I saw her many years ago. She was a child. Her parents had just been killed. She was crying. But
she... she was brave. She crossed my mind... Somehow. She never left it. I think... it's what they call...
feelings. I think... I love her. Will she be safe now?
THE OBSERVER: Yes. You made her important. She is responsible for the death of one of us.
Abduction Aftermath - More Questions
CHRISTINE HOLLIS: So who was he? How am I supposed to make sense of any of this? Him - the plane -
the guy who came after us.
PETER: Did he say anything to you? Anything? Did he tell you why he saved you?
WALTER: He... he asked me to give you something. The bald man... in the event that he couldn't. (hands
her a toy from her childhood)
CHRISTINE HOLLIS: (smells stuffed toy) My dad... won this for me playing skee-ball. I was holding on to
it in the backseat when the bridge collapsed.
WALTER: Christine. I think you'll be safe now.
PETER: (in the hallway after the chat with Christine) Hmm? When did you see The Observer? And why
didn't you tell me?
WALTER: What do you mean? I just did tell you.
PETER: That's not good enough. We are so close. I can't let these guys get away again. They have the
answers. I know they do.
WALTER: Don't worry Son. You will get your answer. Why don't we go for a long drive together? Perhaps
to pick up a tutti frutti milkshake.
A Quiet Park - Debriefing Olivia
BROYLES: The man you shot was named Donald Long. Ballistics tied his gun to six unsolved homicides
up and down the East Coast. The earliest one dates back ten years.
OLIVIA: An assassin.
OLIVIA: Well, do we know who hired him this time?
BROYLES: We don't know. Nothing in his car, or on his person gave any indication.
OLIVIA: What about The Observer's gun?
BROYLES: Our techs had never seen anything like it. They can't seem to make it fire. The best we can
figure, Peter shot off the last round. There's one more thing. The tip-off that The Observer was spotted at the
motel, it was called in from one of the motel phones.
OLIVIA: What if he was trying to protect Christine? And if he realized he couldn't do it on his own?
BROYLES: Yeah. That's what I thought.
OLIVIA: If it's okay with you, I -- I'd like to take the rest of the day off.
BROYLES: Sure. Big plans?
Amusement Park - Play Date
ELLA: Don't worry, Aunt Liv. (as the roller coaster reaches a highpoint) I'll hold your hand. (giggles)
OLIVIA: You'd better.
ELLA: Oh, I'm not gonna-- no, no, no, no! (laughing then screaming as the roller coaster accelerates)
DECEMBER: (standing near the ride and watch the two. to The Observer) Look how happy she is. It's a
shame things are about to get so hard for her.
Boston Streets - Finding Che
(evening time on the active streets of a Boston neighborhood with a pervasive Southeast Asian ambience. a
wet, chilled man is combing the area looking for a specific destination. after rattling some locked metal
gates across storefronts he asks a female pedestrian for assistance)
WU LAN: (in Cantonese. exasperated) Ping-On Street? Will you take me to Ping-On Street?
WOMAN: (in Cantonese. hesitant) You want to go to Ping-On Street? (points over his shoulder) Go down...
just there...
(he presses on his way through the noisy night, finds the address he is looking for and rings the intercom. he
is buzzed in)
WU LAN: (accepting a warming blanket. in Cantonese) Did any of the others make it?
MING CHE: (in Cantonese) You are the first.
WU LAN: They're dead. They're all dead.
MING CHE: Wait until the morning. There may be hope. You may stay here with me, my friend. (he
escorts the man into a large bunk room in the basement) There is running water. A toilet there. I will get you
dry clothes... and something to eat. You can lie down here.
WU LAN: My stomach hurts.
MING CHE: Your stomach? You should lie down.
WU LAN: My stomach hurts...
MING CHE: Lie down. Lie down and rest.
WU LAN: (severely distressed) Help me! What is happening to me?! (crying) It hurts... it hurts... my
(as the man screams repeatedly, Che dons heavy gloves and brandishes large shears. he cuts the shirt from
the man's chest to witness his abdomen - distended and wriggling about. a large squid-like parasite crawls
out of Lan's mouth and Che retrieves it)
Dorchester Bay - Recovering Corpses
PETER: (getting out the station wagon and approaching Olivia) Sorry I'm late.
OLIVIA: Where's Walter?
PETER: He's practicing some self-actualization.
OLIVIA: In a taxi?
PETER: Yeah, that's part of it. He's also cooking for himself now, cleaning up after himself. You should
have him tell you why picking out his own wardrobe is an important sign of independence. So how many
are there? Is it bad?
OLIVIA: Did you eat?
PETER: Yeah.
OLIVIA: Well, that's unfortunate.
WALTER: (approaching from the nearby parking area) Hello, Agent Dunham.
OLIVIA: Hello, Walter.
PETER: You made it. (summoning him as he strolls past) Walter!
WALTER: (ired) I saw you following the taxi in the station wagon.
PETER: I wasn't following you, Walter. We were coming to the same place.
WALTER: You don't trust me.
(on the rocky shoreline of the inlet to the bay, the team walks among the bodies that litter the area, and are
briefed by the boss)
BROYLES: It's a Chinese merchant ship registered in Hong Kong. Four hours ago, it ran aground and
caught fire. Strong current, freezing water. They died attempting to swim ashore. We pulled out twenty-
seven bodies so far. At first, it appeared they all died of hypothermia. And then we found these. (to an
officer at work gathering evidence) Excuse us, agent. (to Walter, about a body with a large squid-like
creature in its' mouth) Doctor Bishop, have you ever seen anything like this?
WALTER: It's similar to a tiny parasite found in livestock. I've never seen them this size, or in humans.
(grabs it and pulls the two foot long parasite from the throat of the corpse. to Peter, trying to hand him the
parasite) I want this creature transported back to my lab. It might still be alive.
NEARBY AGENT: (pulling Mei Lin from the water and calling for assistance) Hey, this woman's still
WALTER: (rushing to help with the rest of the team) Step aside please. We haven't much time. She's
infected. (clearing the woman's mouth of obstructions) We've got to get this organism out of her.
PARAMEDIC: (to others lifting the unconscious woman) Go!
Ming Che's - Collecting Parasites
(bodies, bloodied at the mouth, lay still on several tables in a makeshift operating room. the large parasites
are being collected alive by Che and placed in barrels of fluid)
MING CHE: (to the newest refugee to find his door) Here. Before you get sick. (wraps a blanket around the
shoulders of the wet man)
SECOND MAN: (shivers) The boat. There was an accident. Did any of the others come?
MING CHE: No. You're the first. (lying)
Hospital Visit - Interviewing Mei Lin
TAO CHEN: (walking the corridor to the patient's room) My name's Tao Chen. I'm from the Chinese
PETER: The woman we pulled from the water, how long has she been awake?
TAO CHEN: About an hour.
OLIVIA: Is she talking?
TAO CHEN: Just a little. Her name is Mei Lin. She's from outside of Hong Kong.
PETER: She happen to mention how she got a gigantic worm stuck in her stomach?
TAO CHEN: Doctor said she just had a severe case of dehydration. No worm.
OLIVIA: She wasn't infected?
MEI LIN: (sitting in her bed she explains her situation, in Cantonese)
TAO CHEN: (translating) She says they came for work and a better life.
MEI LIN: (asks a question)
PETER: (answers her in Cantonese. then translates for Olivia) She asked if we're gonna arrest her. I told her
we're just here to help.
OLIVIA: (to Peter) I didn't know you spoke Cantonese.
PETER: (to Olivia) Well get to know me a bit.
TAO CHEN: (asks a question in Cantonese)
MEI LIN: (answers the question)
TAO CHEN: (translates) She says she doesn't know. The men on the boat -- they knew.
MEI LIN: (explains further)
TAO CHEN: (translates) They gave her medicine for seasickness. Everyone got it. But her father was a
fisherman -- so she was used to the sea -- so she didn't take it. (speaking foreign language)
MEI LIN: (cries, talks and looks at a photo of her husband and daughter)
TAO CHEN: She wants you to help her find her daughter and husband. She -- she doesn't know what
happened to her family.
MEI LIN: (continues her story)
TAO CHEN: (translates) Crewmen said they were two days behind on another boat.
OLIVIA: There's another boat?
PETER: Yeah, so chances are they're infected too.
OLIVIA: Okay, that gives us maybe thirty-six hours before it lands.
Walter's Lab - Inspecting Parasites
ASTRID: (helping a specimen onto and off of a weight scale) Seven pounds and ten ounces. Walter, this is
our largest worm yet.
WALTER: Parasitic worm to be precise. Truly, Agent Farnsworth, it never ceases to amaze me the infinite
variation that Mother Nature gives us. She truly has quite a disturbing sense of humor.
ASTRID: Considering your new pet, I think Mother Nature's a real bitch. (door closes)
PETER: (entering with Olivia) How's it going in here?
ASTRID: (sarcastically joking) You mean here at Bishop's Live Bait?
PETER: Actually, I think these things would scare off the fish, don't you?
OLIVIA: Walter, we spoke to the woman we found on the beach and she said that everyone on that boat
took some sort of... capsule medicine.
PETER: Actually, Mei Lin's the only one who didn't take the capsule and she's the only one who didn't get
affected. So do you think it's possible that that could've been inside the capsule?
WALTER: Of course. It makes perfect sense. (as he dissects a specimen) If the time of gestation is equal to
the time of transport, it would explain why the creatures need the host. These bodies provide nutrition,
warmth, and protective shelter. They enable the parasite to grow.
PETER: Are you saying that these people were used as some sort of human incubator?
WALTER: Quite ingenious, really. And yes to your question. It is possible for the larvae of the parasite to
fit into a capsule. It would allow the parasite to grow on the journey here.
OLIVIA: Which leaves why? Why would someone be smuggling these in? (looks at her beeping pager) It's
Broyles. The Coast Guard found a manifest on the sunken Chinese ship. They traced it to a local shipyard.
Somebody is in custody now.
PETER: (leaves with Olivia) Hey, Walter, find out everything else you can on those worms, alright?
WALTER: Parasitic worms.
(at his makeshift lab, Ming Che harvest body parts from the recovered parasitic worms. he pours a fine
powder into a paper wrapper, folds the paper around it and seals the package with a label)
Federal Building - Interrogation Room
BROYLES: (standing in the observation area talking to Olivia and Peter, he shares what he has learned
about the Triad thug handcuffed in the adjacent room) We found him at the shipyard where the boat was
supposed to dock. He had just finished burning every document in the place. We're letting him sweat before
we question him.
PETER: He's not gonna talk. He's a triad gang member. They've got a strict code of honor.
BROYLES: Triad? You sure?
PETER: Yeah, his whole biography's written on him in ink. He's like a decorated soldier. See the mark on
his arm there - the Extra Powerful Hook - that means he's killed five people. (jokingly) He also enjoys
Broadway shows, long walks on the beach. (joke over) The one on his neck, it says Sun Hong Triad.
OLIVIA: Sun Hong is known for smuggling heroin out of the Golden Triangle, not trafficking people.
BROYLES: Then they're expanding their business.
PETER: What if Sun Hong Triad are still dealing in narcotics?
OLIVIA: How's that?
PETER: Walter said these people were implanted with the worm on purpose. That seems to imply that
they're valuable, right? Certain species of parasite have been known to naturally secrete opiates. If someone
had figured out how to harvest those...
BROYLES: You think those worms are some kind of new street drug?
(the thug pulls a razor blade from the roof of his mouth)
OLIVIA: (racing into the nearby room) He's got a razor blade!
BROYLES: (on his handheld radio) This is Broyles! We have a code blue in Interview Three. We need
security and paramedics immediately.
OLIVIA: (enters the room to find that the criminal has slit his own throat) Oh. Oh!
PETER: (trying to place pressure on the twelve inch wound as the man falls forward) Ah!
Walter's Lab - Euphoric Sample
WALTER: (handling an active parasite, with assistance) If only all parasitic worms were full of narcotics.
Careful, careful! Not too deep.
ASTRID: (trying to inject the creature) I got it, Walter. Just... hold still.
WALTER: Well, given the high cost of transporting the creature, it must be quite a high.
ASTRID: Walter, you are not smoking this thing.
WALTER: Ah. Now that should do the trick.
WALTER: Now with some luck, we'll find the active ingredient. (as the creature latches onto his arm) Oh!
ASTRID: Oh, my God. Walter.
WALTER: (as the parasite settles) No, no, no. Wait, wait. The initial feeling is quite something. (grunts)
ASTRID: Walter, this thing is feeding on you.
WALTER: This is -- this is -- this is rather pleasant.
ASTRID: Ah! (as she peels it off his arm)
WALTER: (looking up to find a dismayed visitor) Agent Broyles, I didn't see you there.
BROYLES: Doctor Bishop. Agent Farnsworth. Where can I find Agent Dunham?
ASTRID: (flustered) Uh, she's in the back with Peter. Sir.
Walter's Lab - Follow The Money
OLIVIA: (over a desk of research talking to Peter) So the question is if there is a black market for this drug,
then who's buying it? (as Broyles enters) Sir.
BROYLES: (hands her a file) That's everything the Bureau has on the Sun Hong triad. There's also
information on the triad's suspected leader. He goes by the name of John Hsu. His present whereabouts are
OLIVIA: These are corporate bank documents.
BROYLES: Shell companies to shield his criminal activity.
PETER: What about the boat carrying Mei Lin's family? Any word?
BROYLES: Nothing. The Coast Guard has begun boarding and searching all vessels coming into New
England. Two hundred ships by the count. No small task.
PETER: More like a needle in a haystack. So we have about twenty hours before the worms come out.
OLIVIA: There was a wire two weeks ago from a bank here in Boston. It looks like a private account in
Beacon Hill transferred $500,000 paid into Beijing Executive Construction.
PETER: Two weeks ago is about the same time the traffickers left Kowloon.
BROYLES: Sounds like someone's financing those shipments.
Beacon Hill - Jarvis Residence
PETER: (pulling-up to a nice house in an affluent neighborhood) So this is where the other end of a triad
bank wire leads.
OLIVIA: Not what I pictured either. (as the front door is opened) Hi. Are your parents home?
MATT JARVIS: Who are you?
PETER: We're the FBI. Who are you?
MATT JARVIS: I'm Matt. Um, can I see like, a badge? (checks Olivia's credentials) Mom, some FBI
people are here! (casual. polite) Come on in.
ELIZABETH JARVIS: (sitting with Olivia in the living room as Peter saunters nearby) As my financial
advisor explained it to me, there was money to be made in Beijing construction projects. I invested a half a
million dollars with this company.
OLIVIA: Did you ever meet a man named John Hsu? He was the head of the company you invested in.
OLIVIA: Maybe your husband then.
ELIZABETH JARVIS: He passed away shortly after Matt was born.
OLIVIA: I'm sorry.
ELIZABETH JARVIS: (unaware that Peter is snooping) Did I do something wrong?
OLIVIA: We suspect Mister Su of running a smuggling ring - trafficking Chinese nationals into the U.S.,
and using these front corporations to fund it.
ELIZABETH JARVIS: Oh, my God. I had no idea. I swear to both of you, my attorney reviewed all the
documents and he assured me it was a sound investment.
OLIVIA: These corporations look legitimate from the outside. May we have the name and number of your
attorney? We'll need to ask him a few questions. (Peter eyeballs some clues)
ELIZABETH JARVIS: Of course. I'm sure he'd be as surprised by this as I am. If I can do anything to
OLIVIA: Thank you. (standing to leave) We appreciate it.
(the two leave the house and head back to the car)
OLIVIA: What were you doing in there? Checking for dust?
PETER: Not sure yet.
OLIVIA: Okay, I want to stop by the hospital... check on Mei Lin.
PETER: Okay. You drop me at the lab first?
OLIVIA: (as they reach the car) Sure.
Walter's Lab - A Hookworm
PETER: (returns and approaches his father) Walter, what do you think the connection is between an
excessive compulsive germaphobe and our worms? (sees Walter's new choice of shoes) Nice kicks.
WALTER: Thank you. That's an excellent question. I have a theory.
PETER: (notices four large punctures on Walter's forearm) What happened to you?
ASTRID: Your father got bitten by that thing and he refuses to get it checked out. (approaches the duo)
Walter, what if you're infected with one of those worms?
WALTER: I've tested my blood and liver function. I'm fine. In fact, my white cell count is through the roof,
I have several new antibodies in my blood, and even the gas I had is gone.
PETER: And you think it's the worm that did all that to you?
WALTER: The creature, Peter, is not an illicit narcotic at all. It's medicine. (bluntly) Astrid, the picture.
Show Peter, please.
ASTRID: (sitting with Peter at a computer monitor) Ancylostoma Duodenale. An intestinal hookworm. It's
about ten millimeters long.
WALTER: Chinese medicine. Ancylostoma could be used for the treatment of chronic asthma. People are
purposefully infected and walk around their entire lives with it.
PETER: Well, what does that have to do with our parasites?
WALTER: Our parasites are a new species... bio-engineered from this hookworm.
PETER: You mean somebody made these.
WALTER: Designed them to grow in humans. In fact, I don't believe that they could grow anywhere else. I
believe that it's the parasite's lymph gland that is the real prize. It secretes a remarkable immune-boosting
PETER: Immune-boosting? So you might take that if you had, say, a severe phobia of germs.
WALTER: Or if you wanted to treat any number of immune deficiency disorders.
PETER: Going somewhere, Walter?
WALTER: (dressing to depart) I am. The phone book lists five herbalists in Chinatown, three of which sell
our Ancylostoma Hookworm for the treatment of asthma. I am going to collect samples for genetic
PETER: Why don't you give me those addresses? I'll go check them out.
WALTER: You don't believe I can do it. Well, I can. (admonishing) Don't you dare follow me. (returns.
humble) Can I please borrow some change for the bus fare?
Hospital Room - Mei Lin Questions
OLIVIA: (showing photos of the triad thug and his tattoo) Miss Lin, do you recognize these?
TAO CHEN: (translates the question for Mei Lin)
MEI LIN: (replies)
TAO CHEN: (translates for Olivia) She said the man who put them on the fishing boat had one. What does
it mean?
OLIVIA: It's a gang tattoo. We think that the gang may be using people to smuggle drugs into the country.
TAO CHEN: (translates for Mei Lin)
MEI LIN: (comments. holds out image of her family)
TAO CHEN: (starts to translate for Olivia) She said her husband and her daughter...
OLIVIA: (interrupts) ...I think I understand. (looks into Mei Lin's eyes) We will do everything that we can.
At Sea - The Next Freighter
(in a crowded cargohold, refugees sleep. Mei Lin's daughter tells her father that she doesn't feel well. he
calms her and tells her to sleep. somberly she looks around, plays with her toy bird, watches a nearby man
sleep and snore. his abdomen becomes grossly distended. something inside him writhes. her eyes go wide
Walter's Lab - Peter's Research
OLIVIA: (just returning) Where is everybody?
PETER: Uh, Walter's out self-actualizing again. Astrid's keeping an eye on him.
OLIVIA: (looks at the monitor with medical air filtration data) What's this?
PETER: You remember at Elizabeth Jarvis' house you asked me what I was looking at? Did you see all
those hand sanitizers?
PETER: All the windows were hermetically sealed. Hepa filters. Oxygen tanks.
OLIVIA: You saw oxygen tanks?
PETER: Well, no. But I'm sure they're there somewhere.
OLIVIA: Okay, and if they were?
PETER: Walter says that these worms boost the immune system, right? If you're buying hand sanitizer in
bulk and hermetically sealing all your windows, you're either Howard Hughes or you're actually sick.
OLIVIA: Okay, let's go pick up Elizabeth Jarvis and get a warrant to search her house.
PETER: Actually, I've got a better idea.
Jarvis Residence - Meeting Matt
PETER: (catching the teen shooting hoops in front of his house) Bend your knees more.
MATT JARVIS: What are you doing here?
OLIVIA: We wanted to ask you a couple questions about your mother.
MATT JARVIS: Yeah, well, she's not here right now. And I know that I don't have to answer any of your
questions without my mom or lawyer here.
PETER: Then you can just talk to me. I'm not actually an FBI agent. Just a couple of guys hanging out on
the court.
OLIVIA: I'm gonna go make a phone call. I have to go talk to a judge about a warrant. (she walks off)
PETER: (returns the ball) There you go. I know you don't want to talk to us 'cause you're just trying to
protect your mother, Matt. She's your only family. I understand that. I've been there.
MATT JARVIS: Hmm. I doubt it.
PETER: I was raised by my mother too. It's scary. You're worried that if you lose her, then you have no one.
But those people that your mother gave money to, they're scary people. We're investigating them and that's
not gonna stop. They're gonna try to cover their tracks. (softly) I want to make sure that your mother isn't
one of those tracks.
MATT JARVIS: You think that could happen?
PETER: I need you to tell me then... - Is your mom sick? What is it? She has some sort of immune
deficiency disorder?
MATT JARVIS: No. (reveals scar on ribs) The treatments are for me.
Busy Street - Walter Investigates
(Walter has been visiting herbalists. he exists one shop, extracts his list to determine his next stop and sees
his lab partner nearby)
WALTER: Agent Farnsworth.
ASTRID: Walter, what a... what a coincidence.
WALTER: (somewhat upset) It's not a coincidence at all. You were following me. Peter had you follow me.
ASTRID: (lying poorly) No. I have a... I have a friend that lives right down... by the, uh... the Chinese
restaurant. (gives-up on her lie) Walter. We're worried about you.
WALTER: Does it occur to you that perhaps I want to be alone? That perhaps I want to live my life with a
semblance of dignity and self-respect? If I want to go get a hot dog, so be it. I may go grocery shopping. I
may even join a gym.
ASTRID: Walter. (sincerely) I'm sorry.
WALTER: Well, since you're here, you may as well accompany me to the next herbalist on my list. But as a
friend, not a supervisor.
ASTRID: Agreed, Walter.
WALTER: (delighted) I love Chinatown. (chuckles as the two march off)
Rendezvous - Briefing The Boss
OLIVIA: (standing below an elevated roadway, the duo shares what it has learned) Matt Jarvis suffers from
a rare immune deficiency disorder. His body doesn't produce enough white blood cells to fight off infection.
PETER: Yeah, technically speaking, this kid should be living in a giant plastic baggie. But we just shot
hoops with him this afternoon.
BROYLES: So these parasites are being harvested to treat his condition.
PETER: Well, from what he says, they insert a medicinal powder directly into his spleen. Walter thinks the
medicine's made out of a gland inside the worm.
OLIVIA: So Matt's usually treated once a month. His next surgery is due in two days, right on schedule
with when the next boat's due to arrive.
BROYLES: Does the surgeon have a name?
OLIVIA: Doctor Che.
Herbalist Store - Worm Shopping
WALTER: (over a basket of wiggling worms) Ancylostoma Duodenale. Hookworm. Aren't they
ASTRID: At this size, maybe.
WALTER: Quite right. You haven't seen anything ‘til you've seen one of these four feet long. (catching
Ming Che's ear) What do I owe you?
MING CHE: That'll be fifteen dollars, please. (very suspicious)
ASTRID: I got this.
WALTER: No, It's okay. I have just enough money left. (empties wallet) Thank you. (hands over cash)
Good day. (leaves with Astrid)
(Che immediately dials on cell phone. A triad thug steps into the busy street listening to his cell phone, just
as the Observer walks by)
WALTER: (standing in front of a street vendor's cart waiting for two servings) I'm going to enjoy this.
Provided, of course, the beans have been properly soaked to leech toxicity.
ASTRID: (not looking forward to her serving) For the record, I wanted ice cream.
WALTER: Oh, look. Lacquered cricket boxes. (wanders away behind Astrid)
STREET VENDOR: You want Omega-3? I put in fish head.
ASTRID: Um, no, I will pass. Thank you. Walter. Here you go. Walter. (he is nowhere to be seen) Walter.
Rendezvous - Broyles Departs
BROYLES: Given what her kid said, I want you to lean on Elizabeth Jarvis. We're running out of time
before that boat arrives.
PETER: (answer ringing phone) So... how much rice candy did Walter eat?
ASTRID: (calling. upset. still on the busy street) I lost him. I turned my back for one second and he wasn't
there any more. I -- I've looked for him everywhere, Peter.
WALTER: Did he know that you were following him?
ASTRID: Yeah, he did at first... and he was fine with it. But he lulled me into a false sense of security...
PETER: ...just so he could ditch you. Well, you know how he likes to prove a point. (sighs) He's got plenty
of change for the bus. He's got his travel kit on him. All his emergency numbers. He should be fine. He's got
to learn how to cross the street by himself sometime.
ASTRID: Okay. Okay, I'm gonna -- gonna head back to the lab and see if he's there, okay?
Walter's Lab - Intruder Alert
ASTRID: (enters the lab. anxious) Walter. (looks around) Walter. (searches the inner offices) Walter. (hears
noises in the lab. sees triad thugs recovering the parasites they smuggled. she is approached by one thug)
Busy Streets - Flying Solo
(Walter is busy at a public payphone. he is repeatedly failing to make contact with his son)
UNKNOWN MAN: (on his end of the call) Hello.
WALTER: Hello, Peter? It -- it -- it's Walter, your father.
UNKNOWN MAN: Wrong number. (hangs-up)
WALTER: (trying to call again) He -- hello, Peter. It's me, Walter, your father. (non-English reply) Excuse
me? (ringing on the line)
UNKNOWN WOMAN: (on her end of the call) Hello.
WALTER: I – I - I fear I may have dialed the wrong number again. My name is Walter -- (line clicks off. no
more change in his pocket, he takes a seat at the bus stop and Forrest Gump's his way into a conversation
with Fao, a gentle lady nearly his age. she studies his somber mood) The number five bus hasn't stopped
here for over two hours. Not that it matters. I used up all my bus fare to dial seven wrong numbers.
FAO: (comments politely in Cantonese)
WALTER: Can't remember Peter's number. It's got three 5s, a 1, a 0, two 7s. (nearly in tears) But for the life
of me, I can't remember the correct sequence.
Walter's Lab - Post Attack
PETER: (to young Farnsworth as she lay unconscious on the floor of the lab strewn with broken glass and
damaged equipment) Astrid. Astrid. I think she's coming to.
OLIVIA: Astrid. Astrid. What happened?
PETER: I'm gonna call you an ambulance. (starts to dial)
ASTRID: No. Don't. I'm okay, Peter. (sits up groggily with a bloodied lip and scalp laceration) I'm okay. I
don't need an ambulance.
PETER: Who did this to you?
ASTRID: I don't know. It was, uh, two big Asian guys with tattoos.
OLIVIA: Triad.
ASTRID: I don't know how they knew we had the worm.
PETER: They must've followed you back from Chinatown. (answers cell phone) Hello. Walter Bishop - hai.
(in Cantonese... this is Peter Bishop... etc... to caller. then to Olivia and Astrid) It's Walter. He's down in
Chinatown. Apparently he's fine. (finishes with caller) Astrid, you sure you're okay? (leaves the lab) I'm
going down to pick him up.
OLIVIA: I'm going to talk to Elizabeth Jarvis. (to Peter) Let's stay in touch.
PETER: You got it.
Jarvis Residence - Full Disclosure
OLIVIA: (following her into the kitchen) Mrs. Jarvis, we know you're withholding information.
ELIZABETH JARVIS: I already told you everything.
OLIVIA: Actually, your son told us everything.
ELIZABETH JARVIS: I can't help you, Agent Dunham.
OLIVIA: I've got two dozen Chinese nationals dead, a federal agent assaulted, and another boat with God
knows how many people about to die on it.
ELIZABETH JARVIS: You don't understand. This treatment... Matt won't live long without it.
OLIVIA: We rescued a Chinese woman. Her daughter is on that other boat. She's gonna die too. Who's been
treating your son?
Fao's Apartment - Retrieving Walter
PETER: (knocks loudly and announces himself in Cantonese and, once the door is open, asks) Is my father
FAO: (in Cantonese) Come in please. He has been waiting for you. Come in.
WALTER: (sitting at a table in a silk robe) Peter. Hello, my son. Allow me to introduce you. My hostess's
name is Fao.
FAO: (in Cantonese) He could not remember your number correctly. We made many calls until we reached
PETER: Walter, the numbers are in your pocket. How many times have I told you that? I put them there.
Don't you remember that?
WALTER: No. No, I don't.
PETER: Walter, you -- you just -- Are you okay?
WALTER: Yes. Yes, I'm fine.
FAO: (in Cantonese. smiling. to Peter) Certainly I do not let strangers into my home. But he seemed very
WALTER: (standing, with his folded clothes in his hands. graciously. bows to Fao) The noodles are
delicious. You really should try them, Peter.
(on the sidewalk outside the apartment, as they leave)
WALTER: Hope I didn't cause Agent Farnsworth too much distress.
PETER: No, she had other things on her mind. Wouldn't happen to remember any of the addresses of those
herbalist shops you visited, would you?
WALTER: Certainly not. That's -- that's why I held on to this. (pulls list from pocket) Uh, uh, Astrid only
went to me -- with me to the -- the third one, Ming Che's. They had quite a selection of hookworms.
Although I confess I exaggerated a bit when I told them that ours was four foot long.
PETER: You told someone we have a four foot worm?
WALTER: It's not even two feet.
PETER: That's how they followed Astrid. Ming Che on Ping-On Street.
WALTER: (concerned) What do you mean? Astrid was followed?
PETER: (answers cell phone) Bishop.
OLIVIA: Hey, is Walter alright?
PETER: Yeah, he's fine. Where are you?
OLIVIA: The boat with Mei Lin's family on it just docked. Elizabeth Jarvis gave us a phone number. We
tracked a few shore-to-ship calls off that. We're just about to commence the raid.
PETER: Okay. I got another lead I'm tracking down.
OLIVIA: Okay. Well, I'll call you after.
PETER: Bye. (ends call)
WALTER: (more concerned. nervous) Peter. Peter, what do you mean Astrid was followed?
PETER: Just get in the car, Walter. I'll tell you later.
Dock Side - Freighter Raid
(the tactical raid team screeches to an arrival just as the frieghter is being secured to the piering and the
vessel is boarded, searched and siezed)
CHAOS: (during the boarding) Move... move... move... move! Clear. Get down!
BROYLES: (once aboard) I want a search bow to stern. Clear the lower decks. Find these people. You three
with me.
(as Olivia and her squad head into the cargohold, weapons drawn)
TAC RADIO #1: Upper deck clear.
TAC RADIO #2: Main deck's clear.
TAC RADIO #3: Top deck's clear.
TAC RADIO #1: Copy.
(below decks in the very simple quarters, Olivia finds no refugees, just a child's toy... a bird)
BROYLES: (from the gangway above) Agent Dunham. There are no trafficked people on this ship.
OLIVIA: But there were. We're just too late.
Ming Che's - Evening Raid
WALTER: (to Peter, as he parks near the herbalists shop late in the evening) Why are we stopping here?
PETER: Is this the place?
WALTER: Yes, but I need to get back to the lab. I need to check on Agent Farnsworth.
PETER: She's alright, Walter. (noticing a panel van nearby begins to empty of refugees, headed into the
store. his cell phone buzzes)
OLIVIA: (on phone from the docks) Peter. Yeah, we had the right vessel, but they were already gone.
PETER: Yeah. I know. They're here. I just saw them get unloaded through the alley.
OLIVIA: Where are you?
PETER: We're at a Chinese herbalist shop Ping-On street. Astrid was followed back to the lab from here.
OLIVIA: We're on our way. (hangs-up)
PETER: Okay, Walter. I need you to stay here. Olivia and Broyles are on their way.
WALTER: Uh, no. This is not a good idea, son.
PETER: I'll be careful. Stay in the car. (Walter locks the car doors after Peter leaves)
(Peter picks the lock on a door and enters the makeshift lab. He finds a dozen or so people strapped to
tables. Ming prepares a gagged woman for parasite removal and Peter attacks him, knocking him to the
PETER: (in Cantonese to the terrified woman) You're gonna be okay. I'll get you out of here. (Peter is
WALTER: (locks the car doors after Peter leaves and sings softly to himself) ...goes to all the shows, steps
right in to the lions' den and tell them all he knows, puts his head in the lions' den...
MING CHE: (Peter is strapped to a table. nose is bloodied. Ming prepares a worm for Peter to ingest)
Someone must know you're here. They coming soon?
PETER: (turning from the worm inches from his mouth) Nobody else knows I'm here.
MING CHE: Somehow I don't believe you.
PETER: (smart-alecky) Oh, that's a shame. Most people find me very trustworthy. (Ming nods and Pan Che
grabs Peter by the face to force open his mouth. outside, the assault team arrives and prepares to raid the
MING CHE: Open. Open. If you try to chew this, it will kill you. (places the worm in Peter's mouth. Pan
holds Bishops mouth closed) Swallow!
OLIVIA: (door to the room bursts open) F-B-I- !!
AGENT: Keep your hands where I can see them.
OLIVIA: Gun !! (as Ming draws a pistol. she shoots him twice in the chest)
BROYLES: (to Pan Che) On your knees. Hands behind your head.
OLIVIA: (to Peter, as he spits the worm out) Are you okay?
PETER: (panting) Yeah. Yeah. I am now.
Walter's Lab - Clean Up
WALTER: (entering from outside) Astrid. Astrid.
ASTRID: Walter. Thought I lost you. Don't worry about this place. Okay, I'm, uh, I'm gonna clean this up.
PETER: Peter said you were followed. (sees her injured face) Oh, dear God. I'm so sorry. I didn't know.
ASTRID: Walter, it's not your fault. (both deeply saddened, Walter gives her a big paternal hug)
Hospital - Return To Mei Lin
BROYLES: (walking the corridor) What's the status of the Chinese nationals?
OLIVIA: Well, some are still in surgery. The rest in the ICU. Only time will tell. The doctor says it's a good
prognosis for Mei Lin's daughter and husband. What's gonna happen to them?
BROYLES: The State Department has agreed to grant them all political asylum.
PETER: With all those people carrying Ming Che's medicine, he must've been treating other people like
Matt Jarvis.
BROYLES: We turned up more financial records at his shop that trace back to six other patients with
immune deficiency. They're being questioned now.
OLIVIA: Did we find anything else in his shop that could lead us to John Hsu?
BROYLES: What we found is that there is no John Hsu. He's an alias -- used as a front for all of Ming Che's
financial dealings. Good work, you two.
OLIVIA: There's still something I need to take care of... 'scuse me. (she joins Mei Lin and her daughter in
their room. Olivia returns the toy bird that the girl left on her freighter. everyone smiles)
Bishop Residence - Nap Time
WALTER: (waking his son who is asleep on the couch) Peter.
PETER: (grunts to life. groggy. turns on the light. stretches) What time is it, Walter?
WALTER: (confessing) I want so badly to be independent again... to live like a man, not a child. Not to
have my son watching after me all the time. Not that I don't appreciate all that you do for me. That's not the
way it's supposed to be.
PETER: Walter...
WALTER: ...let me finish. I've been out of the institution for a year now. And I've just begun my journey
back towards being whole. But I fear there are still times when I will get lost. So -- so I have implanted a
tracking device in my neck. (points to the bandage below his left ear)
PETER: You did what? (disappointed) Oh, Walter.
WALTER: And here is the transponder so you can find me. I should let you get back to sleep. (leaves the
PETER: Good night, Walter.
WALTER: Good night, my son. (transponder beeps slowly)
Boston - Hennington Mental Health Institute
JOSEPH SLATER: (sitting quietly on his bed in his darkened room, shortly after midnight, staring straight
ahead) ...a girl in a red dress... flowers in her hair.
THOMAS NEWTON: Hmm. What kind of flowers?
JOSEPH SLATER: Uh, I'm not sure.
THOMAS NEWTON: Thank you, Mister Slater. It will come. (preparing medical tools)
JOSEPH SLATER: Heather -- the flowers in her hair. The fl -- the flowers in her hair are heather.
THOMAS NEWTON: Oh, I think so. Yes. (to his aide) Container. (to Slater as he takes foreceps to the back
of his scalp) Now hold very still. I assure you there will be no pain. (pulls a bloody piece of tissue from the
back of Slater's exposed brain. places the extracted tissue in a gelatinous suspension, then, to his aide) Let's
close him up. (removes latex gloves)
THIN MAN: (to Newton) Hold on. (to his tactical radio) Yeah?
SMITH: (outside the facility, in to his radio) We've got activity.
(inside, Newton's aide removes his pistol as an orderly approaches Slater's room)
ORDERLY: Code Gray, Corridor ‘B’ (then grunts as he is shot twice in the chest)
THIN MAN: (returning to Newton and Slater) We have two minutes, maybe three.
THOMAS NEWTON: (to the silent Slater) Oh, my sincere apologies. (abandoning his patient before he has
completed the medical procedure) I'd rather not leave you in such a state.
(the inside team scurries to the nearest exit, packing their medical equipment as they go. outside, they hop
into the waiting van and Smith drives them away)
NURSE HOLBROOK: (responding to the security call, she enters the patient's room) Mister S - Slater?
JOSEPH SLATER: (turning to face her with a third of his skull removed and much of his brain exposed.
quietly) ... help me.
Hennington MHI - Interviewing Slater
OLIVIA: (approaches the gate at the Mental Health Institute and stops to identify herself to security)
Special Agent Olivia Dunham with the F.B.I. -- these two men are consultants -- Peter Bishop and Doctor
Walter Bishop. We're here to investigate the break-in.
SECURITY GUARD: (to the good doctor in the backseat) And you're Doctor Bishop?
WALTER: Yes. And I'm perfectly sane.
DOCTOR WEST: (walking the halls with the science team) Joseph Slater has been a patient here for the
last fourteen years. When he was admitted, he was diagnosed with acute paranoid schizophrenia.
OLIVIA: His file said that he suffered from delusions, false memories, severe emotional swings.
DOCTOR WEST: Every classical symptom of the condition -- he exhibited each one.
OLIVIA: Until last night.
DOCTOR WEST: That's right. And within an hour, after discovering what had been done to Mister Slater,
the change in his behavior is nothing short of remarkable.
PETER: So basically, two guys broke in, cut a big hole in his head and did what, drove him sane?
DOCTOR WEST: As unlikely as it sounds, yes. And just as strange, we can't find evidence that they did
anything to him. Mister Slater's brain is structurally intact. We ran blood tests, tox screens -- nothing came
back unusual.
OLIVIA: We'll need to see his medical reports. And also his personal history. Of course.
(Walter is distracted by some commotion nearby - a pateint drops something "aah!" -- a caregiver responds
"Sir? Oh, boy. Everything's gonna be okay.")
WALTER: (anxiously) Doctor, I'd like to see the patient.
PETER: That's where we're going right now, Walter, to see Mister Slater.
WALTER: No, Peter, we're going to see a sane man. (to Doctor West) I'd like to see him when he was a
JOSEPH SLATER: (in the Doctor's office. on videotape) No, no, no, the girl in the red dress...
chrysanthemums in her hair. Her mother grows them in a box on the window sill.
DOCTOR WEST: (on tape with Slater) And where does this little girl live?
JOSEPH SLATER: Across the street.
DOCTOR WEST: No, Joseph, she doesn't.
JOSEPH SLATER: She -- she moved.
DOCTOR WEST: She was never there.
JOSEPH SLATER: (psychotic ouburst) What did you do with her? What did you do? What did you do with
her? You give her back. Give her back! Bring her back! Bring her back! Bring her ba-- (end tape as Walter
watches, visibly upset at the man's condition)
OLIVIA: (later, as everyone talks to the healthy Slater in-person) ...and you can't describe either of the
JOSEPH SLATER: No. To be honest, I can barely remember them. My first clear memory of last night, I
was turning from my window, and Miss Holbrook was standing there -- one of the nurses, she was scared.
And they raced me to the Medical Ward. But what struck me was that I felt unburdened, like my mind had
had a spring cleaning, like I was suddenly...
JOSEPH SLATER: Yes. And I seem to remember them being... pleasant -- polite even -- but beyond that,
nothing. I'm sorry.
OLIVIA: That's okay.
DOCTOR WEST: (to Olivia) Anything else?
OLIVIA: No. Not right now. Thank you.
DOCTOR WEST: Okay, in that case, Mister Slater, your wife is here.
JOSEPH SLATER: They tell me that she came to visit me twice a week. I think I remember being horrible
to her.
DOCTOR WEST: I think it'll be fine. She's right outside.
JOSEPH SLATER: Thank you. (leaves the room)
WALTER: He's a lucky man. Seventeen years that I was in St. Claire's, never a single visitor.
PETER: Walter...
WALTER: Oh, I wasn't trying to make you feel guilty, son. It was just an observation.
OLIVIA: Walter, have you had any theories on how this man is suddenly sane?
WALTER: No. Not yet, but I'm eager to. A remedy for insanity, as you can imagine, I have thought long
and hard about it.
Hennington MHI - Security Cameras
OLIVIA: (standing in the security monitor room) There they are.
PETER: Huh. You see that lock? Can you zoom in right there? (points to the monitor) That's a Lypticro-
Crypto. It's top of the line. And these guys took it down like it's a bicycle lock. Whoever these guys are,
they're either very smart, very rich, or very well-connected.
OLIVIA: (to the security technician as the brain harvesters defeat the security system) Can you play that bit
PETER: (to Olivia) What?
OLIVIA: Freeze it right there, when he turns around. I know that face. (to the security technician) Can I use
this? (asking him to step outside while she inspects further) And some privacy, if you don't mind. (she starts
to type. Walter looks on... sampling a pudding cup he has obtained)
PETER: (referring to the image of Thomas Newton on the screen) You know him?
OLIVIA: Mm-hmm.
PETER: Where do you know him from?
OLIVIA: From Laston-Hennings Cryonics.
WALTER: Are you referring to the theft of the frozen heads?
OLIVIA: Yeah. William Bell told me that the people from over there, the people that tried to kill me, that
killed Charlie, they were looking for someone.
WALTER: Belly said they were looking for their leader...(?)
OLIVIA: Well, I've been combing through Laston-Hennings' files, trying to figure out, of all the heads they
took, which was the one that they wanted? I've been looking at these faces For the last two months.
PETER: Are you really trying to tell us that he is one of the heads that they stole? (she nods) Fine. Let's say
for a second that you're right. Frozen heads don't just get up and walk into places. I mean, the dead don't rise
out of their graves and perform midnight brain surgery.
OLIVIA: No, I know they don't. But this one did. (reads the mnitor) Thomas Jerome Newton.
WALTER: (somewhat amazed) Wow.
Briefing Broyles - Olivia's Objective
BROYLES: Newton. So what do we know about him so far?
OLIVIA: Besides his name, nothing. Thomas Jerome Newton was the name on record at Laston-Hennings
Cryonics. But it was an alias. It led nowhere. Now, William Bell told me the man with that marking would
try to open a corridor from our universe to the other side. I managed to infer that the results would be less
than desirable.
BROYLES: Exactly how much less desirable?
OLIVIA: Global destruction... biblical proportions.
BROYLES: So what's that have to do with sneaking into a mental hospital to perform brain surgery on a
PETER: You're leaving out the part where they apparently cured him. As opening moves go, that one's
pretty strange.
BROYLES: Where's Doctor Bishop on this?
PETER: He's trying to figure out exactly how they cured Slater. If he can do that, maybe we can anticipate
Newton's next move.
OLIVIA: There's no maybe. I don't know what Newton's up to, but I know what I have to do. I have to stop
Walter's Lab - More Research
WALTER: Mister Slater's referring doctor was a psychiatrist called Simon Paris. Let's see if you could
locate Doctor Paris, please, dear. I have some questions about Mister Slater's medical history before his
admission to Hennington.
ASTRID: Sure. Why, what are you looking for?
WALTER: Not sure. Something that would induce the delusional thinking.
ASTRID: Some thing?
WALTER: Something or someone.
ASTRID: (starts a computer search) You mean you think that someone made him crazy on purpose?
WALTER: (casual) It's a theory. The truth is there is no cure for madness -- it's a fantasy. The road back
from madness is a struggle. Only the luckiest of people find their way, more or less, back to the world you
live in. And from what we saw of Mister Slater, well, my only supposition is that he wasn't mad to begin
ASTRID: There is no Simon Paris in the A.M.A. database. He's not on the membership roster. Does that
mean that he died?
WALTER: It shouldn't. Even if he had, there should still be a record. Um, Mister Paris' RX number will be
on Mister Slater's initial prescription when he was admitted. Check the pharmacy records.
ASTRID: Why would someone do that, Walter -- make someone crazy?
WALTER: Any number of reasons. It would make them insusceptible to interrogation.
ASTRID: Huh, according to this, fourteen years ago, Doctor Paris set up an indefinite prescription of
medications for Mister Slater. No termination date. Now, this is interesting. (reads from monitor) In the
same week, he wrote the same prescription for two other patients.
WALTER: In the same week?
ASTRID: At two other hospitals. I'll call Olivia. (dials cell phone)
Dunwich Hospital - Interviewing Deborah
DEBORAH CRAMPTON: (walking with Peter and Olivia) ...and when I woke up, I felt like I had been out
drinking the night before. Only the night lasted fourteen years.
OLIVIA: (references a file) It says here that you suffered from a severe form of Obsessive-Compulsive
DEBORAH CRAMPTON: Yeah, ‘Arithmomania’ they call it.
PETER: You're obsessed with numbers.
DEBORAH CRAMPTON: Just one, actually -- I'd see it everywhere, hear it everywhere. I could never get
it out of my head. Twenty-eight, twenty-eight. Then, uh, last Tuesday morning, I woke up, and it was gone,
just like that. Suddenly I was free.
PETER: And your doctors have no explanation?
DEBORAH CRAMPTON: Between you and me, I think that's why they're keeping me here. One of them is
probably hoping to get a paper out of it. So what does this have to do with the F.B.I. ?
OLIVIA: we're not sure. Maybe nothing. But do you mind if we take a look at your head?
OLIVIA: It should only take a minute. Is there somewhere that you could sit down?
PETER: (examines the scalp of the seated woman) Excuse me.
DEBORAH CRAMPTON: What are you looking for?
PETER: It's here. A fresh scar, but there are no sutures. Looks more like the burn from a surgical laser.
DEBORAH CRAMPTON: I don't understand. What kind of scar? What are you saying happened to me?
OLIVIA: Mrs. Crampton, did you have any visitors during your stay here?
DEBORAH CRAMPTON: My husband, my son.
OLIVIA: But what about the doctor who referred you -- Doctor Paris?
DEBORAH CRAMPTON: No. Never. I only saw him a couple times before he sent me here.
PETER: But it was Doctor Paris who diagnosed the Arithmomania, right?
DEBORAH CRAMPTON: Oh, no. He saw me for mild depression, postpartum. Told me I needed to rest a
few weeks and sent me here. The Arithmomania just started one day.
Makeshift Lab - Puzzle Piece
THOMAS NEWTON: How we doing?
SMITH: It should work, but we took too long getting to Slater. The first specimen's dying. The nutrient bath
won't keep it alive for more than another five hours, six if we're lucky.
THOMAS NEWTON: Then we better get moving. (connects another brain sample to a nutrient bath)
Olivia Drives - Peter Reads
PETER: (looking through a patient file) Third patient, Stuart Gordon. Just like Mrs. Crampton. Fourteen
years ago, Doctor Paris refers him to a mental hospital with the psychiatric equivalent of a cough, which
then develops into full-blown schizophrenia. Two days ago, he miraculously recovers. Apparently Mister
Gordon thought he was the actor Sydney Greenstreet -- and walked around quoting Casablanca. That's
PETER: He looks a lot more like Peter Lorre. (holds out photo) That's a joke.
OLIVIA: You know, all my life I've been able to understand what drives people -- their emotions, like greed
or envy or revenge. But Newton -- these people we're up against... how can I fight what I can't understand?
PETER: Olivia, I know you think you're alone in this. Maybe that's because of what Bell told you. Maybe
that's just your personality. But this isn't just your fight.
Walter's Lab - Examining Walter
ASTRID: (after hanging-up) That was Olivia. Stuart Gordon is just like the others. Two days ago, he woke
up perfectly sane. He's got a fresh scar on the back of his head.
WALTER: I must have missed something. (studies data) When did Mister Slater have an organ transplant?
ASTRID: I'm sorry?
WALTER: Oh, one of the drugs that Doctor Paris prescribed is Sirolimus -- it's an anti-rejection drug. It's
only given to organ-transplant patients. It's absolutely useless for a paranoid schizophrenic. It suggests that
not only has Doctor Paris vanished, he's a quack! Unless he's a genius.
WALTER: (to Astrid) Organ transplants. (after Peter and Olivia return) The human brain. Well, half of one.
(studies lab sample) But it's useless dead, because when you remove brain tissue from a living body, you
can keep it alive for a short time in a nutrient suspension. But eventually it will die. It's a problem I've tried
to solve many times without success.
PETER: Keeping a human brain alive?
WALTER: It's very tricky. You see, it's not enough to simply give it blood and oxygen. You have to give it
electrical stimulation as well. But... Doctor Paris found a solution. He stored the brain tissue inside of
another brain.
OLIVIA: I'm sorry, I don't follow. What brain tissue?
WALTER: Our mental patients'. Mister Slater, Mrs. Crampton, and Mister Condon.
ASTRID: Gordon.
WALTER: These are a few years old. (refers to imaging) But you see the slight discoloration here?
PETER: mm-hmm.
WALTER: Normally that would be interpreted as machine error. But this is not a machine error. This is
foreign tissue.
ASTRID: That's why they were all on anti-rejection drugs.
OLIVIA: So the surgeries that Newton performed...
PETER: He was removing transplanted brain tissue.
WALTER: And my hypothesis explains the patients' madness. Putting the tissue of one person into the
brain of another is -- It's like putting a motorcycle engine into a car. It's simply incompatible.
PETER: Of course, because the host mind would have no way to process the new information. Thus, the
mental distress. The false memories, delusions. But as soon as you remove the foreign tissue, then they're
WALTER: Correct.
ASTRID: (answers ringing cell phone) Agent Farnsworth.
DOCTOR WEST: (on her phone) Hi, this is Doctor West. You asked me to see if we had any information
on Doctor Paris at our facility -- we didn't.
ASTRID: Oh, alright. Well, thank you for...
DOCTOR WEST: ...I'm not finished. We also checked with some of our affiliated facilities.
OLIVIA: (to Walter) Well, that just leaves more questions. Why cut out someone's brain and store it inside
other people? And whose brain is it?
WALTER: That's a good question, of course. And I have no idea.
ASTRID: (summons Peter for a quiet chat after the phone call) Peter, can I, uh, speak to you a moment?
(both look at Walter after Astrid shares her news)
PETER: Walter, you said that you never had any visitors in your time at St. Claire's, right?
WALTER: That's right.
PETER: According to their records, Doctor Paris visited you on six separate occasions. (everyone appears
concerned) You mind if I take a look at your head?
PETER: (moves the hair around to search his father's scalp) It's there. It - it's different. It's older. But...
(sighs) there's definitely a scar.
Hennington MHI - Scanning Walter
DOCTOR WEST: From your chart, it appears that you've been through this procedure before, several times,
in fact.
WALTER: This is not a good idea, Peter. These M.R.I. machines have magnets that rip the metal out of the
patients. And I have that tracking chip implanted in my neck -- the GPS locator. I...
PETER: ... you have absolutely nothing to worry about, because it's made out of silicon. And you know as
well as I do that it won't be affected by the machine. Maybe some Valium would help.
WALTER: You know, I don't do Valium nearly enough. That's a good idea. I'll have 50 milligrams, please.
DOCTOR WEST: Well, that's -- that's quite a high dosage.
WALTER: I have quite a high tolerance.
PETER: You're going to be fine.
PETER: It's a routine procedure. And the Valium will take care of any claustrophobia you might be feeling.
WALTER: I'm not worried about claustrophobia, Peter. What do you think that man did to me?
PETER: I don't know, Walter. But we're going to find out, okay? (watches from the observation room as the
procedure begins)
OLIVIA: (joins Peter later as he sits alone next to the MRI machine) You okay?
PETER: Yeah. Walter wanted to stick around and wait for the results, but there's Walter on drugs, and then
there's Walter on drugs. I had Astrid take him home. You see the look on his face when we were talking to
Mister Slater? What do you think that's like for him... wishing that he could turn back the clock to before he
went crazy? He's just sane enough to realize how much he's lost.
OLIVIA: I don't mean to sound callous, but... from what I know of your father, going crazy made him a
better person. It certainly made him a better father.
PETER: I should have visited him in St. Claire's.
OLIVIA: I think you're making up for that now.
DOCTOR WEST: (joins the two in the room) I've reviewed the scans of your father's brain.
DOCTOR WEST: You should take a look. (as they stand in front of the MRI images) I - I've never seen
anything like it. Three scars, all on the same side in the left temporal lobe.
PETER: These incisions go all the way down into the gray matter.
DOCTOR WEST: I'm not following.
PETER: Walter didn't have brain tissue implanted. He had it removed.
DOCTOR WEST: Yes, from the hippocampus. And as far as I can tell, there would be no medical reason
for it.
OLIVIA: So what does it do... the hippocampus?
DOCTOR WEST: It controls our inhibitions, Helps store long-term memory, contributes to our sense of
spatial awareness.
PETER: Doctor, do you have the scans of the other three patients?
OLIVIA: What are you thinking?
PETER: Hold on one second. (starts overlaying images) This is the piece they put in Slater. Look... it's a
perfect fit. (points to alignment between patients and parts)
Bishop Residence - Slight Overdose
WALTER: I took too much Valium. Confusion, dizziness, nausea. I think I must have miscalculated the
ASTRID: Maybe we should take you to a hospital, Walter.
WALTER: I don't want to go to a hospital. I need Violet Sedan Chair.
ASTRID: Walter, you're not making any sense.
WALTER: My dear, Violet Sedan Chair... it's a band. Their debut album... always helps me come down
from a Valium high. It's in the lab. We should go -- (straining)
ASTRID: Walter...
WALTER: No, you -- you do the driving. I might puke in your car.
ASTRID: Why don't you stay here and rest and let me get it?
WALTER: (sitting down) That might be the best.
ASTRID: I'll be back. (leaving the home)
Hennington MHI - Brainstorming
OLIVIA: It must be Paris. He must have removed pieces of Walter's brain. But why? And -- and why
preserve them?
PETER: Memory. The hippocampus -- memory storage. Bell told you that Newton wants to open a door to
the other side, right? Well, we already know that Walter's done that. He just can't remember how. That is
why he can't remember. He literally had the memories removed.
OLIVIA: No way. So then how does Newton read them?
PETER: In theory, he shouldn't be able to. But in theory, he should still be a frozen head. So in the
Department of How to Make Impossible Things Possible, what would he need to do? He would need to...
implant the memories into a brain that could interpret them.
OLIVIA: Walter. (start to depart the hospital)
ASTRID: (answers cell phone while driving) Hello?
PETER: Astrid, where are you and Walter?
ASTRID: I'm going to the lab. He's at your house. He sent me to get him an album. How long ago?
ASTRID: Five minutes ago.
PETER: You've got to get back there. Walter is in danger.
ASTRID: I'm on my way. (makes an aggressive u-turn with the car)
Bishop Residence - Home Alone
WALTER: (gets up to answer the loud knocking on his door) Calm down, Agent Farnsworth. You don't
have to wake the whole neighborhood. (opens door)
THOMAS NEWTON: (smugly) Hello, Doctor Bishop.
Bishop Residence - Transponder Idea
ASTRID: Peter. He was already gone when I got here. I'm sorry. Peter, I - I shouldn't have left him.
PETER: It's not your fault. You didn't know. I've got an idea. Last week when Walter got lost, he did
exactly what you'd expect Walter to do. He implanted a transponder chip into his neck so that if he ever got
lost, I could find him. He can't be far. Let's go.
Makeshift Lab - Probing Walter
SMITH: Hold still, please. This wont hurt a bit.
WALTER: I'm sorry, do we know each other?
THOMAS NEWTON: Oh, we will.
THIN MAN: This is a mild sedative, something to calm your nerves.
WALTER: I've already had fifty milligrams of Valium.
THIN MAN: Then this should be very enjoyable. (injects Walter)
Tracking Walter - False Alarm
(Olivia drives as Peter uses the tracking device)
OLIVIA: (answers phone) Dunham.
BROYLES: Dunham, what's your '20'?
OLIVIA: We're two blocks South of the Boylston "T" stop.
BROYLES: Boston PD is sending an Entry and Apprehension Unit. I'm sending them to your location.
PETER: (to Olivia) Keep going. Keep going, and take the next left you see.
THOMAS NEWTON: (continuing to probe Walter in the makeshift lab) The human brain is a fascinating
organ. But it's not static. Removal will damage a section. It reroutes the connections and grows in new
pathways. Now, figuring out where the old connections once were can be very tricky. (activates neural
PETER: (in car with Olivia. racing to find Walter) Take the next left. (screeching to a stop with the
apprehension team close behind, the group races down stairs on a busy public street to a restroom. the
tracker beeps faster) Here. He's down here!
E&A TEAM: Go, go, go! Move, move! Whoa!
E&A MAN: Checking right.
PETER: Walter!
E&A MAN: Clear! (checking the area)
OLIVIA: (as Peter finds the bloody micro-transponder in a sink) They found the chip.
Makeshift Lab - Slide Show
THOMAS NEWTON: I'm going to show you a series of photos. When you see an image, I want you to tell
me the first thing that comes to mind. There are no right or wrong answers. But please tell me the truth. If
you don't, I'll know.
WALTER: You're using associations to map my brain function, locate my neural pathways. Are you trying
to fix me?
THOMAS NEWTON: I'm afraid not. Tell me what you think when you see this. (shows the first image)
WALTER: My first semester of Organic Chem. My lab partner and I used to sit up in the back, sniffing
benzine fumes. (laughs weakly)
WALTER: Hmm. Peter. (delighted at image of young boy playing) Peter. (delighted again) Peter. (sad at
image of a small coffin)
THOMAS NEWTON: I'm sorry. I know this is difficult.
SMITH: It's not working. He's not making the connections. Should I recalibrate the machine?
THOMAS NEWTON: No, no, no, no, no. We need to find something more powerful to stimulate his
memory. Of course. Human memory is sensory based. Vision alone is not the strongest trigger. Sound and
smell actually work better. We need... a proper context.
Walter's Lab - Peter's Solution
OLIVIA: (getting a plan together) Okay, Walter said brain tissue can't survive for long outside a human
BROYLES: Which means they've got to be close. We've raised the alert level at every hospital, emergency
care facility, and outpatient clinic in the Greater Boston Area. We're even calling veterinarians.
OLIVIA: That's assuming that they need a hospital to complete the procedure. With their level of
technology, we can't know for sure.
BROYLES: It's a start, and if we're wrong, we'll have to get creative.
PETER: (thinking hard) The girl in the red dress. How did I miss this? The girl in the red dress, 28, 28,
Sydney Greenstreet. Doctor Paris' patients, they all had obsessions. Slater was always ranting about the girl
who lived across the street, the one that we thought never existed. She did exist. She lived across the street
from me when I lived in Cambridge as a kid. Her name was Sydney. She lived at 2828 Green Street.
OLIVIA: So those were Walter's memories.
PETER: Exactly. Memory is all about -- it's all about context, all about association. Every time Walter asks
for a piece of food or music or art, he's trying to recreate a moment in time to help him remember.
BROYLES: Which suggests what?
PETER: I don't know. I don't know. But if they're trying to get him to remember how it was that he built a
door to the other side, maybe they're -- maybe they're gonna take him to the place that he did it.
OLIVIA: Reiden Lake -- the lake house?
PETER: No, no, no. That's where he actually opened the door, but it's not where he had the thought.
Green Street - Old Memories
WALTER: This place looks familiar. Last time I was here, it was a different season. The leaves were
THOMAS NEWTON: Yes, this place exists in both worlds. You see, but on my side, the trees died long
ago. And the same thing killed the grass. They call it The Blight.
WALTER: That's terrible.
THOMAS NEWTON: Yes it is, isn't it?
THIN MAN: Smith is on lookout, and I've taken care of everything else. You're secured.
THOMAS NEWTON: Good. Now, Doctor Bishop, I can see which areas of your brain can make sense of
the data that's stored in these slivers of flesh. In a perfect world, I would simply put it back, but I would
never subject you to a process so crude. But this is the only way we can reconnect these pieces of your
brain. (electricity buzzing)
WALTER: ah -- ah... (to electrical stimulus)
THIN MAN: The connection is complete.
THOMAS NEWTON: Now, Doctor Bishop... you do know where you are, don't you?
WALTER: Of course I do. (with clarity) This is my home. (proudly)
THIN MAN: It's working.
WALTER: Where's my wife? (demanding) Where's my son? (chuckles) You drugged me.
THOMAS NEWTON: Yes. And now... I have a question for you. You once built a door -- a door that let
you walk between worlds. Tell me how you did it.
WALTER: How are things on your side?
THOMAS NEWTON: Worse, I'm told. I know why you built it, the door. I know what you lost. Now, are
you going to pretend that you're willing to lose him again? Now, tell me about the door.
Green Street - Finding Walter
SMITH: (from his surveillance vehicle near the house. as Peter and Olivia race by) We've got company.
THIN MAN: They're here.
THOMAS NEWTON: That's okay. We're done. We've got what we need. (removes the apparatus from
Walter's head and packs his equipment) My apologies, Doctor Bishop. (as he injects Walter's arm with
PETER: (running with Olivia close behind, he smashes through the front door) Walter! Walter! (finds his
father on the floor) Walter. Can you hear me? Walter! (slaps his face) Walter, can you hear me? (loudly)
WALTER: (opens eyes, groggy) Hello, son. Would you help me?
PETER: Sure. (sits Walter up and holds him in his arms)
OLIVIA: (finds the residents of the house tied-up in the back room) It's okay. (pulls tape off the mouth of
the man) I'm, uh-- I'm with the F.B.I. .
MISTER RABEL: They just left. Out the back!
OLIVIA: (runs out, down the back steps, and into the alley as Newton and his team get into their van and
speed-off) Freeze! F.B.I.! (running after the van, she fires once as the van turns and hits the driver in the
head. the van hits another vehicle and comes to a stop. Smith charges out the back door with pistols drawn
and Olivia shoots him once in the forehead. she approaches the remaining occupant) Come out of there.
Okay, step down slowly. (to Newton as he steps out of the vehicle) Keep your hands where I can see them.
You so much as twitch, and you won't have a head left to refreeze. (slams him face down on a car hood)
WALTER: (still struggling inside his old house. looking at the brain specimens in-solution) Are they mine?
WALTER: My brain tissue, Peter... it's dying. Whatever was in there... memories I'll never get back.
PETER: It's alright. You don't need them.
WALTER: (chuckles) Hello, son. (struggles) Hello, son. (gags and collapses)
PETER: Walter? Oh! Walter! Hey, Walter, look at me. Walter!
THOMAS NEWTON: (curbside with Olivia) I think there's something you should know. It's about Walter
Bishop. He's going to die unless you do exactly what I say. I injected him with a neurotoxin, and unless he
gets the antidote in four minutes, it will kill him. Call it my fail-safe to ensure my escape.
OLIVIA: You're bluffing. (answers her cell phone) Hey, it's me.
PETER: (calling from the house, panicky) They've done something to Walter. I - I don't know what it is, but
I think maybe he's been poisoned. His pulse is racing.
OLIVIA: (to Newton, pistol leveled at him) What did you do to him?
THOMAS NEWTON: Ask him if he sees a medical kit I left behind.
PETER: Olivia, you've got to get back here. Please! Please. I need your help.
OLIVIA: Okay, Peter, listen to me. Do you see a medical kit?
PETER: Yeah, there's one here on the table. Why?
THOMAS NEWTON: There are three vials in the kit. Injected in the correct order, they neutralize the toxin.
OLIVIA: (aims pistol) Tell me.
THOMAS NEWTON: No, no, no, no, no. Not yet. (looks at watch) You have about two minutes until
Doctor Bishop dies. at a flat run, I estimate about forty seconds until you get back to him. Now, hand me
your phone. When I hear you go back into the house, from Peter's phone, I'll tell you what to do.
OLIVIA: You're crazy if you think I'm letting you go.
PETER: Olivia, please, I need your help. I think he's dying. Oh God, Walter. Walter!
THOMAS NEWTON: The choice is yours. You can have me... or Walter Bishop.
Green Street - Saving Walter
THOMAS NEWTON: One minute, forty-five seconds. Come on Olivia.
PETER: (on phone) Olivia, please, you’ve got to get back here. I need your help.
THOMAS NEWTON: Make your choice -- me or Walter Bishop.
OLIVIA: Go to hell. (throws him her phone, runs back inside to Peter. to Peter) Give me your phone! (on
Phone to Newton) Okay, you son of a bitch.
THOMAS NEWTON: Do you have the medical kit?
OLIVIA: Got it. Okay, tell me how to do this.
THOMAS NEWTON: Blue... Yellow... Red.
OLIVIA: Okay. Blue, yellow, red. (injects Walter)
THOMAS NEWTON: And, Olivia, now I know how weak you are. (runs away, hangs-up)
WALTER: (gasps awake) Peter... I have a terrible headache... and a sudden craving for chicken wings.
City Stroll - Debriefing Broyles
OLIVIA: (to Broyles) He was right. I made an emotional choice. I chose my friend over my responsibility.
And we have no idea if Walter gave Newton the plans for the door. Walter doesn't remember, and the brain
tissue that Newton extracted is dead.
BROYLES: And Doctor Paris?
OLIVIA: Nothing. He's vanished. So all we have is more questions. I mean, who is Paris? How did Newton
know about Walter's memories? And why did they let Walter live?
BROYLES: I suspect that's the way this is going to be. The more answers we get, the more questions they'll
lead to.
OLIVIA: We didn't get any answers.
BROYLES: Sure we did. We've given our enemy a name and a face. That's something. And you saved
Doctor Bishop's life. That's something too, because despite what you think, you made a rational choice, not
an emotional one. If you had captured Newton, or even killed him, that wouldn't have been the end of this.
But there's only one Walter Bishop... and we'll be needing him before this is over. Don't be so hard on
yourself. We're gonna be needing you too.
Checking Walter - Follow-Up MRI
PETER: (as Walter settles into the machine for additional diagnosis) They just want to make sure that
everything's okay.
WALTER: I know.
PETER: I should have visited you, Walter, While you were in St. Claire's.
WALTER: Oh, that's okay, Peter. If you had, I probably wouldn't have remembered anyway.
PETER: I'll be right outside if you need me. (leaves the imaging room. door close behind him)
(Walter relaxes and closes his eyes. a flood of memories return to him. he is being prepped for a cranial
procedure. Doctor Paris consults with the physician preparing Walter for the surgery.
O.R. DOCTOR: He's ready, Doctor Paris.
WILLIAM BELL: His system is completely clean? No sedatives, no antidepressants?
O.R. DOCTOR: The electrodes are in place.
WILLIAM BELL: Good. Hello, Walter. Are you comfortable?
WALTER: Comfortable? I'm frightened, Belly.
WILLIAM BELL: I wish there was another way, but what you've accomplished... it's just too dangerous.
WALTER: But what if we ever have to go back?
WILLIAM BELL: Don't worry. Your memory -- I'll put it in a place that only I can find. Now, listen to me,
Walter. You designed a door to the other side. I want you to think about that door.
Boston General Hospital - Lisa Unplugged
(woeful cello music plays as a clergyman administers last rites to a brain dead young woman. her mother,
and the medical technicians look-on)
PRIEST: Through this holy Anointing, may the Lord, and his love and mercy, help you with the grace of the
Holy Spirit. May the Lord, who frees you from sin save you and, in his goodness, raise you up.
DOCTOR NEWELL: (to Maureen Donovan) Are you ready? (the somber mom nods yes. and the technician
deactivates the electrical life support device. the breathing apparatus stops and the teenage patients vital
signs flatline. the attending doctor checks her watch and declares to all) Time of death, 5:21 A.M. (to
Maureen Donovan) We have a team assembled and waiting. Ms. Donovan, I'm afraid we need to begin the
procedures right away.
MAUREEN DONOVAN: (tearful) I love you. (kisses her daughters cheek)
(quickly ushering the gurney with the dead teenager through the halls of the hospital)
MALE TECH: We've gotta hurry up. Core temp's dropped.
FEMALE TECH: Where's the list?
FEMALE TECH: Watch your back, sir. Get her to Harvest.
(in the post-mortem operating room, preparing to harvest viable organs from the dead teenager)
FEMALE TECH: We'll be able to coordinate that with the transplant team.
NURSE: Great. Do we have a time frame?
NURSE: Lean it over.
DOCTOR HALPERIN: (after having cut into the lower anterior of the thoracic cavity) I am going to begin
with the kidneys. The heart and lung block are going to come last... - - Clamping off the Renal Artery...
NURSE: Yes, Doctor.
DOCTOR HALPERIN: Alright, I've got the first one.
NURSE: (as the dead young woman bolts up, and awake) Oh God! She's alive!
DOCTOR HALPERIN: Get a trauma team in here!
LISA DONOVAN: (shouting repeatedly) 6-8-3-3-9-alpha-echo-3-5-8!... ...6-8-3-3-9-alpha-echo-3-5-8!...
Boston General - Meeting Turlough
(walking in and getting a briefing from the boss)
BROYLES: The girl's name is Lisa Donovan. She's a high school Junior. She collapsed during gym class
last week and slipped into a coma. Doctors diagnosed a cerebral aneurysm. After she was determined brain-
dead, her mother made the decision to take her off life support.
OLIVIA: And then she woke up from the dead - - screaming random numbers.
BROYLES: This is Lieutenant Commander Turlough, United States Navy. He's here because it turns out
those numbers weren't random. They're an alphanumeric code. The lead surgeon did two tours on an aircraft
carrier. He recognized one section as lineal identification for sailors in the U.S. Navy.
WILL TURLOUGH: That's when I got the call. {displays file and photo) The first half of the sequence is I.
D. Information for a Petty Officer named Andrew Rusk. The second half of the sequence are launch codes
for ICBM missiles aboard a nuclear submarine. He was stationed on the U.S.S. Gloucester.
OLIVIA: How did classified launch codes get into the hands of a seventeen year-old girl?
WILL TURLOUGH: Exactly. That's what I want to ask Rusk. If he's revealing these codes, he's committing
high treason. When I tried contacting him, his wife told me she reported him missing.
BROYLES: That was three days ago.
PETER: Just to ask the obvious, you've considered the possibility there's some sort of connection between
Rusk and the girl?
WILL TURLOUGH: None that we're aware of. As far as we can tell, there's never been any contact
between Lisa Donovan and Andrew Rusk.
WALTER: Well, I suppose that's where we come in.
OLIVIA: So how is she?
BROYLES: Scared, as you can imagine.
Boston General - Meeting Lisa
(in the teenager's hospital room)
LISA DONOVAN: I'm sorry. I've never seen him before.
OLIVIA: The numbers that you repeated, do you know what they are, or do you remember hearing them
LISA DONOVAN: I don't even remember saying them. I'm sorry.
PETER: Well, at least they got you some nice balloons.
LISA DONOVAN: I guess they couldn't find ones that said, "Welcome Back From The Dead."
PETER: (laughs) Yeah. I imagine those would be more of a special-order kind of thing, don't you think?
OLIVIA: Lisa, I just have a couple more questions. The man's name is Andrew Rusk. Does that ring any
LISA DONOVAN: Maya Zvezdochka. Shto Samnoy?
LISA DONOVAN: Pochimu ya ne magu govorit?
MAUREEN DONOVAN: What's happening?
PETER: She's speaking Russian.
MAUREEN DONOVAN: But she doesn't speak Russian.
LISA DONOVAN: Maya Zvezdochka.
MAUREEN DONOVAN: Lisa? Are you okay?
LISA DONOVAN: Mom. What's happening to me?
MAUREEN DONOVAN: I don't know. But you're fine now. No more questions, please. She should rest.
OLIVIA: Of course.
Boston General - Finding Walter
(walking the corridors)
WILL TURLOUGH: Rusk is fluent in Russian. He would have learned it during his training.
PETER: Any idea what Little Star is?
PETER: Maya Zvezdochka means Little Star in Russian. I dated a Russian girl for a while. Most of what I
picked up was curse words, but...
OLIVIA: Hey. Where's Walter?
(after finding his father in the Extended Care Ward)
PETER: Walter!
WALTER: Shh. I'm trying to listen.
PETER: Listening to what? These people are in comas. They can't talk to you.
WALTER: (to a comatose senior female) Don't judge him. He's my son. And despite his narrow-
mindedness, I'm quite proud.
PETER: Do you honestly think you're communicating with her?
WALTER: Why shouldn't I be? No one truly understands the nature of human consciousness, Peter. I've
read documented cases of coma patients waking up and claiming that they had moved, spirit-like, to remote
locations and witnessed events they couldn't possibly have knowledge of. In fact, I wouldn't be surprised if
that's what's happened to the young lady we just saw.
PETER: Yeah, so... you're saying that you think, while Lisa Donovan died for a moment, her -- what, her
spirit somehow left her body and floated over Andrew Rusk while he was in the process of telling
somebody else those secret launch codes.
WALTER: Well, "floated over" is a tad specific, but... something like that, yes. It's a theory.
PETER: It certainly is.
Boston General - Meeting Maureen
(outside of Lisa's room)
MAUREEN DONOVAN: Agent Dunham, I apologize if I was rude earlier.
OLIVIA: How is she?
MAUREEN DONOVAN: They don't have any answers, and now she's running a fever. They want to run
more tests. (rueful) We got into a fight the morning she collapsed. I wouldn't let her take the car. All she has
is a learner's permit. And then I got the call from school. But by the time I got to the hospital, she was in a
coma. You know, I never thought that I would... get a chance to tell her how much I loved her again. -- God
gave her back to me.
OLIVIA: You -- your daughter's been through a lot. And... so have you. I want permission to have Doctor
Bishop examine her.
OLIVIA: I think he can help her. I think it might help find Andrew Rusk.
MAUREEN DONOVAN: There's nothing more that she can tell you.
(in her room, Lisa finds her way to the sink, runs some water and rinses her face, hears a man's voice, then
sees Rusk in the mirror when she looks up. she screams)
MALE VOICE: (hauntingly soft) Maya Zvezdochka.
LISA DONOVAN: (as her mother and Olivia find her) He was here. That man. He was here.
MAUREEN DONOVAN: (trying to comfort) Shh. Shh.
MAUREEN DONOVAN: (frightened) Andrew Rusk, the man in the picture. He was here. I saw him.
Federal Building - Meeting Teresa
(walking through the situation room)
OLIVIA: We've searched the hospitals for Rusk and got nothing. And Maureen Donovan won't let us near
her daughter. She said that our disruptive presence is what caused Lisa to hallucinate, seeing Rusk's image
in the mirror.
CHARLIE: How'd she explain her kid speaking Russian? Or knowing ICBM launch codes?
TERESA RUSK: (intercepting the agents) Oh, Agent Dunham.
TERESA RUSK: I was asked to come in. I'm Teresa Rusk.
(in a private interview room with the agents, she is shown a photo)
OLIVIA: Mrs. Rusk, do you know this girl?
TERESA RUSK: I don't think so. No. Why, who is she?
OLIVIA: Her name's Lisa Donovan. She's from Brighton.
TERESA RUSK: You think she had something to do with my husband's disappearance?
OLIVIA: We're not sure. But she has some information that only your husband should know.
TERESA RUSK: Information?
CHARLIE: Classified military codes.
OLIVIA: Uh, Mrs. Rusk...
TERESA RUSK: ...Teresa.
OLIVIA: Teresa, do the words Maya Zvezda mean anything to you?
TERESA RUSK: Where did you hear that? From Lisa Donovan. Do you know what it means?
TERESA RUSK: "My Star" - It's a pet name Andy calls me. I don't understand. Who is this girl? How could
she know that? How?
Walter's Lab - Old Experiment Revisited
WALTER: Lisa Donovan's aneurysm occurred in her left frontal lobe. Specifically her Broca's Area.
ASTRID: That's the part of the brain that processes language.
WALTER: Precisely. But it also has the capacity for something far more intriguing.
(watching an old reel-to-reel film from a small projector)
WALTER: (announcing on the old film) Hello, I'm Doctor Walter Bishop. This is Test Subject Number Six.
PETER: (to his father) What happened to Subjects One through Five?
WALTER: (to his son) I believe the university settled with them out of court. They probably never had to
work again. Not that they could. (continues to explain to all, as the film runs) I was asked to design an
experiment to test whether cranial manipulation could increase a person's psychic capability. I applied
electrical stimuli to various parts of the brain and measured each psychic response. The point is that my
tests proved that manipulation of Broca's Area had the most dramatic effect on a person's ability to create
psychic bonds.
PETER: So you think Lisa Donovan's aneurysm made her psychic.
WALTER: It's certainly a possibility.
PETER: Alright, well, let's say that you're correct. Why would she be channeling Rusk? What's so special
about him?
WALTER: That's a good question.
OLIVIA: Walter, can you prove any of what you're saying? About her being psychic?
WALTER: Perhaps, if I could examine the girl, but you say her mother has refused that.
ASTRID: (curtly) After watching Walter's scariest home videos, who can blame her?
St. Brigid's Church - A Plea
(Olivia approaches as services let out, and Maureen helps her still sore daughter down the steps)
OLIVIA: Hi. How are you feeling?
LISA DONOVAN: I've been really tired, but good, I guess.
MAUREEN DONOVAN: What are you doing here Agent Dunham?
OLIVIA: We think we might have found an explanation for what happened to Lisa in the hospital.
OLIVIA: We believe that Andrew Rusk may be trying to communicate through you, psychically. We're not
sure how or why, but it seems that there's a connection that's been developed between him and your
MAUREEN DONOVAN: Lisa, give Agent Dunham and me a minute alone, please.
PRIEST: Lisa, I want to introduce you to somebody. (escorts her away)
MAUREEN DONOVAN: Are you a religious woman, Agent Dunham?
OLIVIA: No. I'm not.
MAUREEN DONOVAN: Then I imagine you sit in judgment of those of us who rely on our faith to guide
our decisions about what's best for our loved ones.
OLIVIA: No. I know what faith can mean to a person. But, I also believe that what's happening to Lisa is
real, and if Rusk is a national security risk...
MAUREEN DONOVAN: ...whatever happened, Agent Dunham, it's over now. And I believe what's best
for Lisa is that she put all of this behind her.
OLIVIA: Here's my card. (hands her a business card) If anything else comes up.
MAUREEN DONOVAN: Yeah. (huffing. she walks Lisa away from Olivia. Lisa turns and studies Olivia
briefly. the priest nods)
Walter's Lab - God Talk
(sitting a side office with file cabinets. she does paperwork. he ponders)
OLIVIA: The Tibetan Book of the Dead?
PETER: Yeah, Walter's been reading up on psychic connections. In the Tibetan teachings, the near-death
experiencer can often converse with those who have already died.
OLIVIA: What do you think?
PETER: Well... I think it makes a hell of a coaster. (puts his beer bottle on the large leather-bound book)
What do I think about what happened to Lisa? I don't think she's alive because god changed his mind.
OLIVIA: (playful) I'm just waiting to see if lightning strikes you.
PETER: (chuckles) Yeah. I -- yeah. I mean, who am I to say? Maybe there is actually something to it.
People are free to believe whatever they want, right? Lisa's mother certainly does. However, until I see it
with my own eyes, I'm gonna put my money on healthy skepticism. (takes a slow sip of beer) You're
obviously a believer.
OLIVIA: My mother believed in God, but all the praying in the world didn't stop my stepfather from
terrorizing her. And her faith just seemed to put her in harm's way. I'm worried that Lisa's mother is going
to do the same thing. (answers cell phone, stands and walks) Dunham. Hello?
LISA DONOVAN: Agent Dunham? It's Lisa Donovan.
OLIVIA: Lisa. Are you okay?
LISA DONOVAN: It hasn't stopped. I'm seeing him again, Andrew Rusk.
OLIVIA: Where's your mother?
LISA DONOVAN: She's at home, but I'm not. I had to come here. I keep seeing this place.
OLIVIA: Okay, where are you?
Auto Salvage Yard - Finding Lisa
(in a poorly lit salvage yard with rows of expired vehicles stacked three-high in places, the duo enters)
PETER: Lisa, where are you? (searching separately with flashlights, he spots Lisa next to vehicle and hails)
Olivia. (to Lisa) Hey, you alright?
LISA DONOVAN: He -- he was here.
PETER: Who was here?
LISA DONOVAN: I can see him.
PETER: Andrew Rusk?
LISA DONOVAN: There's someone else. Another man. He has a gun.
OLIVIA: (as the teen collapses) Lisa?
LISA DONOVAN: He shot him. He killed him. He killed Andrew Rusk.
OLIVIA: Lisa, do you know the other man? Did you -- did you see his face?
OLIVIA: (calmly) But you're sure that-- that they were here.
PETER: (inspecting nearby) Olivia. Found a 9 millimeter shell casing.
(later, after law enforcement vehicles have arrived at the yard)
PETER: (wraps Lisa with a blanket) Here you go. Not the most stylish, I know, but it will keep you warm.
OLIVIA: So I just talked to your mother, and she is on her way here.
LISA DONOVAN: Is she mad?
OLIVIA: No. She's just glad that you're okay.
CHARLIE: (summons Olivia away from the teen) Hey, Liv.
LISA DONOVAN: What is it?
PETER: (corrals the teen) Why don't we just stay here for a second? Come get in the car. You can get
LAW OFFICER: It's Andrew Rusk.
CHARLIE: (to Olivia) Your girl was right.
PETER: (Lisa screams loudly and begins to severely convulse) Olivia, I need some help!
OLIVIA: (returning) What happened?
PETER: I don't know. She just started to seize.
Boston General - Admitting Lisa
OLIVIA: I just talked to the Medical Examiner. He confirmed that Rusk was killed by a bullet wound to the
head. Ruled out suicide.
PETER: So everything Lisa told us pans out.
OLIVIA: Except one thing. According to the rigor of the body, Rusk has been dead for three days.
PETER: Well, then, how would he have been communicating with Lisa Donovan?
WALTER: Was the Medical Examiner more specific? About the time of death, I mean.
OLIVIA: Between 5:00 and 7:00 A.M. Why?
WALTER: Interesting.
DOCTOR NEWELL: Your daughter suffered a fairly substantial seizure.
DOCTOR NEWELL: But she's responsive now, And her condition is stable. She's lucky. I don't think
there's gonna be any permanent damage.
MAUREEN DONOVAN: Is this because of her aneurysm?
DOCTOR NEWELL: No, there's no connection between the two.
MAUREEN DONOVAN: I don't understand. You said she was fine, but she keeps getting sicker. What's
causing this?
DOCTOR NEWELL: We'll run some tests, but, with seizures, the cause is often unknowable.
MAUREEN DONOVAN: You mean... This could happen again?
DOCTOR NEWELL: We just don't know. But you should be able to see Lisa soon.
WALTER: Excuse me. What time did your daughter's resurrection take place?
PRIEST: Her resurrection?
MAUREEN DONOVAN: Just after 5:00 in the morning.
WALTER: Exactly as I suspected.
OLIVIA: Walter. What are you thinking?
WALTER: I propose that Rusk's murder and Lisa's rebirth happened simultaneously. In fact, it was his
suddenly dispatched energy which jumpstarted the girl's body and brought her back to life.
PRIEST: That's absurd.
WALTER: Perhaps it is. Mm. Please allow me a moment to entertain my fantasies. They often lead to a
truth. It's possible that Rusk's energy brought some of his memories with it. And it is these memories
trapped within her, fighting to get out.
PRIEST: Are you suggesting that Lisa is... Possessed?
WALTER: I wasn't. But now that you mention it, I wouldn't be surprised if numerous possessions were in
fact misdiagnosed cases of a phenomenon we are just now discovering.
PRIEST: I hardly think that's what's happened here.
WALTER: Oh, you hardly would because the church doesn't approve of exorcism anymore.
PETER: Walter.
PRIEST: (defensive) No, because they are merely superstition --
WALTER: (angered) Because there are examples of casting out spirits right through the Bible, Father.
MAUREEN DONOVAN: Can you help her?
PRIEST: Maureen, what are you doing?
MAUREEN DONOVAN: I have been praying, hoping that Lisa will get better. But she's not. If what you're
saying is true, and this man's memories are making Lisa sick, can you -- can you get these memories out?
Can you help my daughter?
WALTER: I will need to have your daughter transferred to my lab.
PETER: Are you sure an exorcism is gonna work, Walter?
WALTER: No, not at all. Unfortunately, I think I'm wrong. I can't explain the seizures. I believe that Rusk's
energy would reanimate the girl and carry his memories, but... It doesn't suggest why she's sick. I was just
so angry the way that man challenged me.
OLIVIA: Walter, her mother is about to check her out of the hospital.
WALTER: I have no idea what I'm going to do with her.
PETER: We got to go in there and tell her. Olivia. What are you thinking?
OLIVIA: If Rusk is sick, could that make Lisa sick too?
PETER: What, like... his illnesses would be transferred along with his spirit? You want to know what I
think, or what Walter would think?
OLIVIA: Either.
PETER: Well, you read Rusk's file. Is there anything in there to suggest that he was sick?
OLIVIA: No. But that was the Navy's official medical records.
PETER: Well, you know me. If you tell me the U.S. Government is covering something up, I'll tell you it
must be Tuesday.
Federal Building - Cornering Turlough
OLIVIA: Commander Turlough, thank you for coming back to talk to me.
WILL TURLOUGH: Not a problem. Um, I was already here when Agent Broyles told me you found Andy
Rusk's body.
OLIVIA: Listen, why didn't you tell me he was sick?
WILL TURLOUGH: I -- I'm sorry. Who told you that?
OLIVIA: You did. Just then. What was wrong with him? Was it something that happened onboard the
Gloucester? A young girl's life is on the line.
WILL TURLOUGH: They were shadowing a Russian naval exercise in North Korean waters six months
ago when a coolant line broke, causing a reactor leak. Rusk was locked in the engineering section for
sixteen hours before they were able to vent the contamination.
OLIVIA: Radiation. How could he possibly have survived?
WILL TURLOUGH: He was airlifted to Pearl Harbor, where he was given a highly experimental radiation
inhibitor. He's been on medical leave since the accident.
OLIVIA: I'm gonna need his medical records. The real ones.
Walter's Lab - Drugging Lisa
ASTRID: We can't keep stalling, Doctor Bishop. You can't think of anything to do?
WALTER: Maybe I could tell them that my stomach is troubling me.
ASTRID: That is not what I mean.
PETER: Walter, I have Rusk's medical file here. Does any of that mean anything to you?
WALTER: Radiation Poisoning -- That's why she had the seizure. The radiation and the synthetic
treatments they gave him. I'd wager that's what kept his energy from dispersing.
PETER: And you think that's how he was able to inhabit Lisa.
WALTER: Which means we need more drugs. Uh, uh, to calm Lisa's conscious mind. To relax her brain.
Which should enable Mr. Rusk's mental energy -- his memories -- to slowly and painlessly leave her mind.
MAUREEN DONOVAN: What kind of drugs?
WALTER: Benzodiazepine. It's a hypnotic sedative. May cause a slight tingling sensation. It's actually quite
pleasant. Besides, your daughter is 17. I'm sure she's sampled far worse by now. Agent Farnsworth, prepare
an I.V. drip, uh, 100 mikes to begin per liter.
PETER: (sitting with the teen and preparing a syringe) This is just gonna make you a little sleepy.
LISA DONOVAN: So are you, like, a Doctor?
PETER: No. But I promise you this won't hurt.
LISA DONOVAN: It's okay. It's kind of nice to have someone not afraid of me.
PETER: What do you mean?
LISA DONOVAN: Well, my friends at church. When I walked past them, I could feel them all talking
about me behind my back. Kids at school are even worse. Ever since what's happened, they think I'm, like, a
freak or something.
PETER: Well, I don't think you have to worry about us here. We're kind of partial to freaks in this lab.
OLIVIA: (just arriving in the lab) How's it going?
WALTER: It's smashing. (sits. milking his lab partner) Gene agrees with me, don't you, Gene?
LISA DONOVAN: (privately to Peter) So is Agent Dunham, like, your girlfriend?
PETER: No. No. She's like a friend who's a girl. And who carries a gun.
OLIVIA:(softly) Walter, Astrid told me that you think you may be able to extract Rusk's thoughts from
Lisa's brain.
WALTER: I believe so. Yes.
OLIVIA: Okay, well, if that's the case, do you think that she would have access to his memories? Maybe
describe his last moments.
WALTER: Oh, you -- you want to find out who killed him.
WALTER: Well. Well, let's see, shall we? (approaches the patient) Peter.
PETER: Yeah.
WALTER: Strap Lisa down, please.
MAUREEN DONOVAN: Are straps really necessary?
WALTER: It's just a precaution.
PETER: (to Lisa) Just tell me if they're too tight, alright?
WALTER: How are you feeling, Lisa?
LISA DONOVAN: My toes are beginning to tingle and...
WALTER: Oh, that's good. That means it's working.
ASTRID: Doctor Bishop, we're at six hertz.
WALTER: Peter.
PETER: Yeah.
WALTER: Increase the drip two mikes, please.
PETER: Done.
LISA DONOVAN: I don't think I like how this feels.
OLIVIA: Lisa, it's okay.
LISA DONOVAN: No. No, I think I want this to stop.
MAUREEN DONOVAN: Maybe we should slow this down.
PETER: You know what, Lisa, this is actually normal. It's okay. Just relax. I'm gonna be right here. You're
WALTER: Lisa, just -- just close your eyes. Uh, mm. Close your eyes. This is going to help you. Now
breathe. Breathe deeply. Just let it go, Lisa. Let it go.
OLIVIA: Lisa. It's Agent Dunham. Can you hear me? Hi. I want you to think about Andrew Rusk.
WALTER: Oh, oh, look, look, look. (graph needles jump) This is surprising.
PETER: Surprising good or surprising bad?
MAUREEN DONOVAN: Lisa! She's seizing!
WALTER: No, she's not.
MAUREEN DONOVAN: Lisa. You've gotta stop this right now.
WALTER: I'm afraid we have to let it run its course.
LISA DONOVAN: (possessed voice of Rusk) Where am I?
MAUREEN DONOVAN: Lisa. It's mom. I'm right here.
LISA DONOVAN: (possessed voice of Rusk) Who... is... Lisa? (fighting at straps)
MAUREEN DONOVAN: Why is she talking this way?
WALTER: Because I believe this is not your daughter speaking any more.
Walter's Lab - Dead Man Talking
MAUREEN DONOVAN: What is wrong with my daughter?
WALTER: Appears that my hypothesis -- Lisa's mind was harboring Mister Rusk's memories -- was wrong.
It would seem more likely that Mister Rusk's entire consciousness was transferred to Lisa.
OLIVIA: His consciousness.
WALTER: Perhaps his soul.
PETER: Well, then where is Lisa?
WALTER: Merely suppressed. Asleep in her own mind.
MAUREEN DONOVAN: I want this stopped.
WALTER: I'm afraid I can't do that.
MAUREEN DONOVAN: What do you mean you can't?
WALTER: (whispering) We can't stop the experiment. The drugs have taken effect. We must let the
experiment complete the system.
ASTRID: Listen, let's go out and get some air, Miss Donovan.
MAUREEN DONOVAN: I can't leave her.
WALTER: (almost scolding) Miss Donovan, you have asked me to help. Please let me do my work.
MAUREEN DONOVAN: I can't lose her again.
WALTER: (calmer) I understand. She's going to be fine. (Astrid and Maureen step out of the lab)
OLIVIA: Can I talk to him? To Rusk?
WALTER: I hope so. Maybe the only way to coax him out.
OLIVIA: My name is Olivia. Do you know your name? I believe that somebody hurt you and I want to find
out who that was.
LISA DONOVAN: (possessed voice of Rusk) Let me go!
OLIVIA: Andrew. Andrew. Who killed you? Who did this to you?
LISA DONOVAN: (possessed voice of Rusk) I called my wife. Told her I was getting a beer. There was
someone in my car. In the back seat. Told me -- "pull over here. get out. walk. I said walk! Get on your
knees!" I'm not going out like that. Let me go! (fights at straps)
OLIVIA: Andrew. Andrew! Who killed you? Give me a name.
LISA DONOVAN: (possessed voice of Rusk) Don't know his name. Just... his blood. His left arm.
OLIVIA: Walter. Walter.
WALTER: Peter, turn off the drip.
OLIVIA: Okay, I'm gonna call the local hospitals and see if anybody's gone in with an injured left arm.
Harvard Lab - Lisa Returns?
PETER: Hey. She's coming out of it!
LISA DONOVAN: Did it work? Is he gone?
PETER: Yeah. It's her. Let's get you out of this.
OLIVIA: (aanswers cell phone) Dunham.
CHARLIE: (calling from office) We got a hit. Jake Selleg, age thirty-six, walked into a Roxbury E.R. three
nights ago. Lacerations on his left arm. You know, Liv, Jake Selleg was Navy too, okay? Now, he trained
with SEAL Team Six. That's counter terrorism.
OLIVIA: That can't be a coincidence. Is he local?
CHARLIE: He works at a boxing gym in Dorchester.
OLIVIA: Okay. Can you send me the address?
CHARLIE: Sending it now.
OLIVIA: I'll meet you there.
CHARLIE: On my way.
Boxing Gym - Dorchester, MA
SPAR COACH: (to Selleg) That's it. (taking practice punches) Nice. Nice cross.
OLIVIA: (to a random gym rat) 'scuse me. FBI. I'm Agent Dunham. This is Agent Francis. We're looking
for a Jake Selleg. (is directed toward Selleg as he begins to flee)
CHARLIE: (in pursuit) Hey! Stop! (out of the gym, down the street, tackles Selleg across the hood of a car
in traffic. punches him as Olivia draws her pistol on the suspect)
Walter's Lab - Rusk Escapes
PETER: Lisa. Hey. (as she stares at the corpse of Rusk) Lisa, there's no need for you to be looking at that.
LISA DONOVAN: This is him. Rusk.
PETER: Yeah. Astrid's on her way back right now with your mom. Hopefully, you'll be able to put all this
behind you in life and get back to normal soon.
LISA DONOVAN: Can I have something to drink, please?
PETER: Of course. (Gene moo's) Guessing you want something other than fresh cow's milk. (she nods yes)
Okay. I'll be right back.
(Walter sits and studies in a side office)
PETER: Hey, Walter. You drink all the cream sodas again? What's wrong?
WALTER: Lisa's brain scan. I think she's still sleeping.
PETER: (reality checking his father) Maybe you should take a look out in the lab.
WALTER: Well, her brain waves -- It appears that her signal is still being masked by Rusk's dominant
PETER: Rusk is still in control? (returns to empty lab) Lisa?
MAUREEN DONOVAN: (just returning to lab) Where is she? Where's my daughter?
Federal Building - Interrogation Room
CHARLIE: (holds up evidence bag for Selleg to see) This is a slug we pulled from Andrew Rusk's head.
Our ballistic unit's matching it as we speak from the 9 millimeter we found in your apartment.
OLIVIA: I guess the Navy did a poor job training you to clean up after your work.
CHARLIE: Hey. Who ordered you to kill Andrew Rusk?
OLIVIA: Was he threatening to go public over the meltdown on the Gloucester? Did the Navy have you kill
Andrew Rusk?
JAKE SELLEG: I don't know what you guys are talking about. I spent seven years in the Navy and I never
killed a man. But Andrew Rusk deserved it.
OLIVIA: What do you mean he "deserved it"?
JAKE SELLEG: For what that bastard did to his wife.
(at the Rusk residence, Lisa has quietly infiltrated with a key hidden outside)
CHARLIE: Rusk's wife. What does this have to do with her?
JAKE SELLEG: I hang out at a bar she tends at. She told me about Andy. How he beats on her. One day
she came in with a broken arm. She couldn't deal with it any more. No one should have to live like that.
OLIVIA: Teresa Rusk hired you to kill her husband?
(at the Rusk residence, Lisa locates and opens a lock box with a pistol in it)
JAKE SELLEG: In the scrapyard, he kept asking me, why me? I pulled the trigger, but I made sure that I
told him that it was Teresa who was sending him to Hell.
OLIVIA: You said that to Rusk? Before you killed him, you told him his wife hired you?
JAKE SELLEG: Yes, ma'am.
CHARLIE: (to door guard) Okay. (to Olivia, walking from the room) Why didn't Rusk tell us that? He told
us everything else. Why not that?
OLIVIA: (answers cell phone) Dunham.
PETER: (calling from the lab) Olivia, Rusk is still controlling Lisa and she's gone.
OLIVIA: I think I know where he's going. Rusk's wife had him killed. I think he's going for revenge.
Rusk Residence - Andy's Back
TERESA RUSK: What the hell are you doing in my house?
LISA DONOVAN: (possessed voice of Rusk) Maya Svyozdichka.
TERESA RUSK: What did you say to me? How -- how did you know to call me that? You're -- you're that
girl. You -- you get out of here. I -- I have a gun.
LISA DONOVAN: (possessed voice of Rusk) Upstairs. In a safe. (aims pistol) This gun... that I got you
from the service.
TERESA RUSK: How do you... I -- I don't understand.
LISA DONOVAN: (possessed voice of Rusk) Well, neither do I. But I've been given a second chance, and
I'm sure as hell not going to waste it. Now get down on your knees.
(Peter drives quickly to the Rusk house, Teresa is on the floor and has her hands taped)
TERESA RUSK: Don't do this. Please!
LISA DONOVAN: (possessed voice of Rusk) You had me killed. (pours fuel around the room) Put down
like a dog. I want to hear you say it.
TERESA RUSK: I didn't have you killed. I don't know what you're talking about!
LISA DONOVAN: (possessed voice of Rusk) That's the thing about being with someone for twenty years,
(empties fuel can) you know when they lie, how they lie. Admit what you did! (ignites match)
PETER: (cell phone call as he drives) Dunham. It's me. Where are you?
OLIVIA: (answer call in her vehicle) We're five minutes out. Where are you?
PETER: I'm just pulling up. (screeches to a halt in front of the Rusk house)
TERESA RUSK: Please don't do this. Please!
LISA DONOVAN: (possessed voice of Rusk) Admit that you had me killed. (Peter sneaks in quietly) Don't
you want to die with a clean conscience?
TERESA RUSK: Please! Don't!
PETER: Stop! (Lisa blows out the lit match) Don't do this.
LISA DONOVAN: (possessed voice of Rusk) I'll give you one chance to back out of here... (aims pistol at
Peter) ...or we're all going out together.
PETER: You know I can't do that.
LISA DONOVAN: (possessed voice of Rusk) Then you're making a mistake. (taking serious aim)
Rusk Residence - Showdown
PETER: You don't have to do this.
LISA DONOVAN: (possessed voice of Rusk) I already told you to leave once. I am not gonna tell you
(Olivia and Charlie stop outside and race into the house)
PETER: You know, I understand. What you said back at the lab. When I was in school, Lisa, I was different
too. I was always sick. I didn't have any real friends.
LISA DONOVAN: (possessed voice of Rusk) What the hell are you talking about?
PETER: I'm telling you that I understand, Lisa.
LISA DONOVAN: (possessed voice of Rusk) You got to stop calling me Lisa.
PETER: I know what it feels like to feel different all the time.
LISA DONOVAN: (possessed voice of Rusk) I'm gonna count to one.
PETER: Lisa, listen to me. You've been given a second chance here, but you have to fight for it.
LISA DONOVAN: (possessed voice of Rusk) One! (from behind, Charlie fires a syringed dart into her
shoulder and she collapses)
(outside the house as Lisa is wheeled to an ambulance)
PETER: (walking by her side) Yeah?
LISA DONOVAN: What happened?
PETER: Well, I'll tell you all about it, but not right now, okay? Right now you need to rest.
OLIVIA: So they're gonna take you to the hospital, and get you checked out, and make sure that
everything's okay. And then they'll bring you back to the lab. And we'll meet you there. Okay.
LISA DONOVAN: Okay. (as she is loaded into the ambulance)
OLIVIA: How'd you know it would work, that you could reach her?
PETER: Walter's book of Tibetan philosophy. Innermost subtle consciousness is ever present. It never
leaves the body even in death.
OLIVIA: You got a lot of mileage out of a coaster.
PETER: Yeah. In other words, I threw up a Hail Mary.
Walter's Lab - Faithful Farewell
WALTER: Perfectly normal. Singular consciousness. (looking at brainwave graph) Lisa's.
MAUREEN DONOVAN: Which means he's gone.
WALTER: I believe so. I would propose that Mister Rusk stuck around to deal with unfinished business.
And once he did, then, well, Lisa was free to finally purge herself of him.
MAUREEN DONOVAN: How can we be sure?
WALTER: Nisi credideritis, non intelligentis.
MAUREEN DONOVAN: I don't understand.
WALTER: It's a Latin translation of Isaiah 7:9.
MAUREEN DONOVAN: Unless you believe, you will not understand.
WALTER: Even as a scientist, sometimes I have to rely on faith.
MAUREEN DONOVAN: God keep you and yours safe, Doctor Bishop.
WALTER: (humbly to Maureen) And you, ma'am. (disconnecting Lisa's electrodes) Come along, Lisa.
Time to go home.
MAUREEN DONOVAN: You all set, sweetheart?
LISA DONOVAN: Yeah. (heads for the exit)
PETER: (surprised by a big hug from Lisa) Oh. Take care.
MAUREEN DONOVAN: (to Olivia as she enters the lab) Thank you again, Agent Dunham.
OLIVIA: It's Olivia. And you're welcome.
LISA DONOVAN: Thank you. (smaller hug)
LISA DONOVAN: (shares a little girl-girl advice) I'll be eighteen in a year. Don't wait too long to make
your move. (leaves with her mom)
OLIVIA: (joins her team as Rusk's corpse is being hauled away) Well, the Navy officially denied our
request to launch an investigation into the U.S.S. Gloucester.
PETER: Well, there's a shocking surprise.
WALTER: Thinking about his shipmates, I shouldn't worry. I suggest that Mister Rusk's postmortem
adventures will prove to be the exception rather than the rule. And if not, then we'll go into the exorcism
business. (smiles and wanders away)
PETER: Is it just me or did you detect a note of excitement in his voice? 'cause I for one cannot wait to get
that guy out of here.
Times Square - Auto Accident
(from the dark skies above, to the noisy, crowded, bright venue below)
MALE REPSONDER: He just jumped the curve.
(two vehicles have collided, one inverted on the hood of the other, the driver of one vehicle appears fatally
EMT: I'm not getting a pulse on this guy.
WOUNDED DRIVER: (suddenly gasps for air, life returning to his face) Maya Svyozdichka.
MALE REPSONDER: What'd he say?
EMT: I think he's speaking Russian.
Edina, NY - Exiting Town
(driving his patrol car while having a domestic discussion on his cell phone)
TROOPER JOHN PEKARSKY: What was it? ... What's that mean? ... yeah, I can hear her crying... Try that
little rock-twist thing I do. That usually soothes her... It worked? Look at that... (notices a boy walking on
the side of the road) ... Uh, sweetheart, I have to go... Yeah. Give here a kiss for me, would you? ... Okay,
bye. (stops car near the boy) Hey there. Where you headed? What you doing out here all by yourself? What
about your parents? Do they know you're out here?
TROOPER JOHN PEKARSKY: What's your name son?
TROOPER JOHN PEKARSKY: Why don't you hop in, Teddy? (Teddy sits in the back of the patrol car) So
you were running away?
TROOPER JOHN PEKARSKY: Well, I took off a few times when I was your age. But I bet there's people
out there worried, looking for you. And you know what? It doesn't matter what happened. I'm sure as soon
as they see you... (looks in the mirror and sees the deformed face of the boy. He applies the brakes
New York State Troopers - Jonestown Office
TROOPER CASEY: Oh, God, if I wasn't looking at him myself, I wouldn't believe we caught one.
TROOPER MADISON: I always thought they were nut jobs. The people who told those stories... Seeing is
TROOPER CASEY: Where'd he pick him up?
TROOPER JOHN PEKARSKY: Just off of 940. A quarter mile down the road from Edina. Teddy, I'm
gonna take your picture. Can you put your juice down and sit up for me?
TROOPER CASEY: I think we should call the papers, Johnny.
TROOPER MADISON: He's one of them. I don't care how old he is, people have a right to know.
TROOPER JOHN PEKARSKY: We're not calling anyone until this thing goes through proper channels.
TROOPER MADISON: How much you want to bet somebody in the proper channels leaks it to...
(two men with shotguns burst into the room and shoot the three troopers)
TEDDY FALLS (to Pekarsky wounded on the floor): I'm sorry. (one of the two men shoots Pekarsky again)
Drescher Market - Call To Duty
(standing next to the passenger window and trying to coax his father from the station wagon)
PETER: Walter, come on. Let's go.
WALTER: Why do I have to go in there?
PETER: Because we're out of milk. And because you haven't left the house in over a week, and you can't
just stay inside watching old movies all the time.
WALTER: Look at all those people, Peter. What if I get lost again? What if he's in there?
PETER: Walter... He's not in there. And I promise you I will never let you get kidnapped again. Okay?
(Peter opens the car door but Walter closes it immediately)
WALTER: No. No. I'm learning to appreciate cowardice. The lion had a point.
PETER: The lion?
WALTER: The Cowardly Lion.
PETER: But again, that was just a movie. And there's no flying monkeys inside the grocery store. (answers
cell phone call) Hey.
OLIVIA: Hey, can you be ready to go in half an hour? (walking briskly down a public sidewalk)
PETER: Why? What's up?
OLIVIA: Three dead cops and a missing kid.
PETER: Doesn't really sound like our kind of case.
OLIVIA: Yeah, well, wait 'til you hear about the kid.
Crime Scene - State Troopers Office
BROYLES: John Pekarsky was the Senior Trooper on duty last night. He uploaded his report to the State
Police Database sometime after 9:00. According to the Coroner, Pekarsky and the other two troopers on
duty were dead within the hour.
PETER: And the kid? He was gone.
BROYLES: I think whoever did this was coming for him.
OLIVIA: They didn't leave any kind of trail.
BROYLES: We haven't found a single print or shell casing. And they took the surveillance hard drive.
PETER: But there was a picture of the kid?
BROYLES: Pekarsky uploaded it along with his report.
WALTER: I saw a boy who looked like this once. He was young, like this child, and he played the banjo, I
think. It was a haunting melody. (Walter hums melody to Dueling Banjos - Peter continues the melody after
him) Yes. You saw it too.
PETER: Yes, I did. It's a movie, Walter. It's called Deliverance. We saw it together.
WALTER: Probably not the same boy.
OLIVIA: According to his report, this kid looked completely normal when Pekarsky picked him up.
AGENT FRUG: Agent Broyles, we found something you might want to take a look at.
(moving to another room)
AGENT FRUG: We found it in their files. There are 30 or 40 reports in there. Strange stories about these
deformed people.
OLIVIA: Well, some of these are 30 years old. "I saw him change in front of me. Suddenly he was
BROYLES: Like Trooper Pekarsky reported. "Misshapen and deformed. It looked like a cousin of Bigfoot."
WALTER: That's clearly wrong. This boy bears no resemblance at all to a Sasquatch. Or a Yeti, for that
AGENT FRUG: Well, you don't... you don't believe in those creatures?
WALTER: Why shouldn't I? Just because no one has documented flying monkeys or talking lions yet
hardly means they don't exist.
PETER: Agent Frug, my father's a bit of a shock-doc. Don't let him alarm you.
OLIVIA: All of these reports were dismissed. There was no cooperation and no hard evidence. But the vast
majority of them occurred in the same area. Just outside Edina.
AGENT FRUG: That's where the boy was picked up, walking out of Edina.
OLIVIA: I guess that's where we start looking.
BROYLES: Dunham... whatever these things are, it seems like they've managed to hide themselves for a
while. And from the looks of things, they'll do just about anything to keep it that way. Keep it in mind.
OLIVIA: Yes, sir.
Welcome To Edina
(on the streets of Edina)
WALTER: I don't think this is a good idea.
PETER: It's okay, we're just gonna ask a couple of questions.
WALTER: There may be werewolves in these hills.
OLIVIA: Werewolves? Mm.
WALTER: That trooper reported that the boy changed in front of his eyes. So yes, I believe we may be
looking for some kind of therianthrope.
PETER: It's greek. Refers to a creature that has a metamorphic ability to shift between being a man an a
beast. It's mythological, of course.
WALTER: I saw one once when I was a young man studying in London. I was under the influence of a
fairly potent blend of hashish..
OLIVIA: Guys, hang on a second. (low hum) Do you hear that? That buzz?
WALTER (humming Prelude from Carmen) : ¶ hard artichokes rarely keep ¶ ¶ norwegian elephants ¶ ¶
singapore sleep ¶
PETER: Hey, what-- what are you singing?
WALTER: I have no idea. It just popped into my head. It must be that... that buzzing. I...I can't stop it.
(continues humming)
OLIVIA: Sheriff Velchik. Hi. Thank you for meeting us on such short notice.
SHERIFF VELCHIK: Oh, of course. I couldn't help but notice that you've gotten acquainted with the Edina
PETER: Yeah, what is that?
SHERIFF VELCHIK: Military base, about five miles down the road. They have a bunch of big turbine
generators that get pretty loud from time to time.
OLIVIA: Well, that's one mystery solved.
SHERIFF VELCHIK: Why don't we have some coffee. Maybe I can help you with the other.
At The Café
OLIVIA: So I take it you've heard about what happened last night to the three troopers in Jonestown.
SHERIFF VELCHIK: I understand that the perpetrators took a kid.
(Olivia shows a picture of the kid)
PETER: You've never seen anything like that before?
SHERIFF VELCHIK: No. I've never seen a photograph of them.
PETER: Then you have heard the stories?
SHERIFF VELCHIK: Of course. Telling those stories is a bit of a local pastime. You hear 'em all over this
part of the state.
OLIVIA: Well Sheriff, this boy was picked up just outside of your town. And the State Police have 30 or 40
unconfirmed eyewitness reports.
SHERIFF VELCHIK: Oh, yeah, we get our fair share of sightings, but I've never been able to confirm them.
Nothing like this.
OLIVIA: Well, we'd like to see those reports.
SHERIFF VELCHIK: Of course. Anything I can do.
Falls Residence - Dischord
ROSE FALLS: What is it?
JOSEPH FALLS: It's nothing.
JOSEPH FALLS: Federal agents came into the diner. They had a photograph of Teddy. And they're asking
questions about the killings.
ROSE FALLS: I told you that wasn't the answer!
JOSEPH FALLS: What choice did we have?
ROSE FALLS: Well, what are we gonna do?
JOSEPH FALLS: I don't know yet.
Foggy Road - Attacked
(Peter and Olivia on car phone talking to Broyles, Walter sleeping in the back)
BROYLES: We didn't get anything from the autopsies. Looks like the troopers were killed with 12-gauge
shotgun blasts.
OLIVIA: But there's probably a shotgun in every house in this part of the state.
BROYLES: You make a good point. You went through all the sheriff's reports?
PETER: Yeah, they've had similar sightings, but nothing conclusive. Though Sheriff Velchik did mention a
military base down the road.
BROYLES: You floating another government conspiracy theory, Mr Bishop?
PETER: You know me, I never miss a chance for a good conspiracy theory.
BROYLES: Okay, I'll look into it.
OLIVIA: (to Peter) God, how far away is the hotel? I'm exhausted.
PETER: I don't know. It's only supposed to be a couple more miles. (pointing to Walter) Though
somebody's already decided to call it a night.
OLIVIA: Well, he's had a big day. You got him out of the house he's working a case. (Walter snores softly)
PETER: I understand why he's scared. But it just doesn't seem like he's able to snap out of it this time. It
reminds me of how he was when we first got him out of St. Claire's. I'm worried that he's starting to go
OLIVIA: I think he's starting to appear no less normal than the rest of us. I ran into a guy from high school
this morning. You should have seen the look in his eyes when I told him what I did.
PETER: Like chicks with guns turned him on?
OLIVIA: More like I was a freak. Like I had suddenly grown a third eye. (chuckles) You ever get the
feeling that doing this job just makes you less and less normal?
PETER: Absolutely. (a vehicle going in the opposite direction suddenly crosses to their side of the road. car
horn honks) Olivia! (tires screech, engine hissing, car leaves the road and stops in the woods) Olivia. (faint
groaning, Olivia appears unconscious) Olivia! (Walter snores. Peter sees a truck stopping on the road, a man
gets out with a shotgun and shoots in the direction of the car. Peter takes Olivia's gun and shoots back)
WALTER: Are we there yet, Peter?
PETER: Walter, get down! (a man is now behind the car and shoots again. Peter gets out of the car and
shoots back. the man leaves in his truck)
Abandoned Truck
AGENT FRUG: All pretty quiet in this area. Not much in the way of dead cops and feds being run off the
OLIVIA: But you think you shot it?
PETER: Maybe. I don't know. But it was able to drive off.
(cell phone rings)
AGENT FRUG (on phone): Yeah... we'll be right there.
AGENT FRUG: One of our agents just found an abandoned pickup truck on the side of the road about a
mile from here. Back towards Edina.
(they drive to where the truck was found)
AGENT FRUG: Is that the vehicle?
OLIVIA: I don't know. It was heading straight for us.
AGENT FRUG: Do we have a preliminary? No plates, no registration. We have a forensic team on the way.
OLIVIA: We should have them run the truck's VIN number, see if you can track down an owner.
(Walter walks to the side of the road)
WALTER: Peter. Peter.
PETER: What? What is it?
WALTER (looking at a butterfly): The large blue. Isn't she magnificent! I've never seen one this big on this
continent. Look, Olivia. I know a certain lepidopterist who will be simply thrilled. I have to get my kit from
the car.
(Walter humming prelude from Carmen as he walks to the car)
OLIVIA: Peter, look.
PETER: It's blood.
(they search in the forest)
AGENT: Agent Frug, over here. We got something.
WALTER: (as his son approaches a still body) Careful, Peter.
(Peter flips the body over - the man was shot in the neck)
AGENT FRUG: You said you shot at the creature, right?
PETER: Yeah... Yeah.
AGENT FRUG: You sure you saw what you think you saw?
WALTER: Agent Frug, what happened here is simple. My son shot a beast. We found a man. Obviously the
creature transformed in the interim. Peter, do you realize the significance of this? We may have found a
creature with metamorphic ability. (humming) ¶ hard artichokes rarely keep ¶ ¶ norwegian elephants ¶ ¶
singapore sleep ¶
OLIVIA: (to Peter) There was no I.D. on the guy so we're gonna run some prints. You had no choice. First
time I killed someone, the guy was a trained killer. If I hadn't pulled the trigger, I'd be dead. I still didn't
sleep that night. Or the next. I'm just saying the first time's rough.
Walter's Lab
WALTER: Take the ramp down to the left.
(cow moos)
PETER: You're good. Just follow the mooing.
(cell phone rings)
OLIVIA: Dunham.
BROYLES: Everyone okay there?
OLIVIA: More or less. Thanks.
BROYLES: I got a call from our military liaison. There's something to the rumors of military testing at
Edina. Turns out the Army was there in the late '70s conducting a series of classified experiments.
OLIVIA: Anything to do with metamorphic ability?
BROYLES: Not that I can tell. The Pentagon files have been almost entirely redacted. I put a call into the D.
O.D., but in the meantime I'm faxing what we have.
PETER: Right down here. Just put it right here. Perfect. Thanks, fellas.
(Olivia receives fax)
WALTER: Agent Farnsworth, help me with my kit. I have to get to work, but there's a wonderful specimen
in there for my favorite fan of four-winged fauna. I think you'll be quite tickled.
OLIVIA (showing fax): Peter, look at this. The military experiment they did in Edina was called "Project
PETER: Walter's song.
OLIVIA: Walter... were you involved in any military testing in Edina?
WALTER: Not that I recall. I'm sure I'd remember something as exciting as human metamorphosis. (trying
to unzip the body bag) Another one that won't unzip.
ASTRID: Ugh. Walter, it's very sweet of you to remember how much I love butterflies, but you forgot how
much I hate moths.
WALTER: What have you done to it?
ASTRID: Excuse me?
WALTER: You saw it, Peter. It... it was an astounding creature! Nothing like this. It's wing is deformed.
ASTRID: Walter, if that's your idea of a joke, it's really not very funny. (she opens the body bag) Aah!
(face of the dead man - now deformed)
WALTER: Oh, my.
Walter's lab - Transformation
WALTER: You'll want to add some wild thyme to the jar, dear. It's possible we could get the moth to
transform back. It really was the most beautiful butterfly.
ASTRID: I'll believe that when I see it.
PETER: Walter, I understand what you're saying about the moth and the man transforming in the same way,
but I just don't understand how that could be possible.
WALTER: It's likely that both developed the ability in response to the same experimental stimulus. Slide.
PETER: (Peter passes a microscope slide to Walter) You mean the military testing.
WALTER: Exactly.
PETER: Well, why would the military be testing a butterfly?
WALTER: A butterfly has two stages of life. It's one of the few creatures with a demonstrated ability to
abruptly change its body structure. That makes it a wonderful alpha test subject. (looks at specimen on
slide) That's odd.
PETER: What?
WALTER: There's no sign of histolysis or histogenesis. Nothing to suggest a metamorphic ability. I just
don't understand how he can possibly have transformed himself.
OLIVIA: So we didn't get a match on the fingerprints, but we did get a hit with the truck's VIN number. It
was registered to Joe Falls. But the address on the registration was old. The house had been torn down years
PETER: But he was from Edina?
Edina Café - Meeting The Sheriff
SHERIFF VELCHIK: Joe Falls? He worked at the mill. Still does odd jobs now and then. You think that
that thing that tried to run you off the road-- you think that could be him?
OLIVIA: It's possible. There was no photograph on his file, so we haven't been able to make a positive I.D.
Do you have any idea where he's been living recently?
SHERIFF VELCHIK: The last I heard, he'd moved to the outskirts of town. But I couldn't say where. I
mean, I'm happy to ask around for you.
OLIVIA: We'd also like to have a look at the town records. See if we can find a last known address or a
photo so that we can I.D.
SHERIFF VELCHIK: Sure. I'll take you over to Town Hall.
Walter's Lab - Known Mutation
WALTER: Did you finish the analysis on the blood sample from the moth?
ASTRID: Yes, I did. It had some sort of genetic disorder.
WALTER: Ah, germline mutation. Just as I thought. This man has the exact same disorder.
ASTRID: Is that what you think let's them... transform?
WALTER: No, the mutation is what makes them deformed. I have no idea what makes them transform.
ASTRID: Walter?
WALTER: It's curious. I have this strange feeling that I've seen this mutation before. (humming prelude
from Carmen)
ASTRID: Please, not that song again. It's giving me a headache.
WALTER: Ah, yes... ¶ hard artichokes rarely keep ¶ ¶ norwegian elephants ¶ ¶ singapore sleep ¶ The
testing at Edina... Project Elephant. I think that's where I've seen this mutation before. Maybe I did work on
Project Elephant, like Agent Dunham said. Hmm. So why did I put them into a song?
ASTRID: Mmm. Wait a second. Walter, what are the words again?
WALTER: ¶ hard artichokes rarely keep ¶ ¶ norwegian elephants ¶ ¶ singapore sleep ¶ singapore sleep.
ASTRID: Does "harkness" mean anything to you?
WALTER: Harkness is a library at the law school... the song is a mnemonic, yes?
ASTRID: You must have done it on purpose, Walter.
ASTRID: So what's at the law school library?
WALTER: Come along, Astrid. Let's find out.
Edina Town Hall
PETER: There's nothing in the housing records on a Joe Falls.
OLIVIA: There's nothing in the tax records either. In fact, the whole "f" section is gone. Anyone whose last
name starts with "f."
PETER: You can't just walk in and check these records out.
OLIVIA: No, but you can steal them. Let's check the federal records. If you lived here, you must be on the
Harkness Law School Library
WALTER: This is it. I remember now.
ASTRID: Walter... what happened to you in Edina? You're like a different person since you got back.
WALTER: I've always found work to be restorative. When Peter was sick, it was the only thing that kept
me going. Amazing how it heals the soul.
(Walter removes a plate below a library shelf)
WALTER: Oh, look. (he takes out a box) Devil Dogs. I loved these.
ASTRID: Walter, we can get you a fresh one.
(he takes out another box containing files with photographs of deformed people)
WALTER: Oh, my, oh...
ASTRID: They're deformed. Just like that man in the lab.
WALTER: I understand now.
Census Records
OLIVIA: There's nothing on Joe Falls in 1990. Anything in 2000?
PETER: Uh-uh. Anything in there on the current population of Edina?
OLIVIA: Uh, 1,943. It was on the sign. Why?
PETER: I don't know, there's just something strange about these census numbers. Between the years of
1990 and 2000, 17 people died, 47 people were born. That's the only change in the population.
(cell phone rings)
OLIVIA (on phone): Sheriff. Uh, some of your tax files are missing. Uh, all of the section "f", including
SHERIFF VELCHIK: I may know who's responsible. The local tax collector said that Falls had moved out
to the edge of town. He's living in a trailer with his wife and his son.
OLIVIA: How old is the boy?
SHERIFF VELCHIK: He said he was seven or eight. I've got an address if you want to meet me.
OLIVIA: Yeah. That'd be great. Thanks. We'll see you there.
Outside Town Hall
(a crowd has gathered in front of the town hall, waiting for sheriff Velchik)
SHERIFF VELCHIK: They don't know anything. There's nothing to worry about. It's going to be fine.
ROSE FALLS: You're wrong, Paul. They found out.
SHERIFF VELCHIK: Rose, I know you have a special interest in this, but they don't know anything.
ROSE FALLS: They have a photograph. They have proof.
SHERIFF VELCHIK: Others have come before. I'm gonna take care of this. I'll make it all go away.
City Limits - Driving Walter
(Astrid drives the Bishop station wagon as they approach the Edina city limit sign)
ASTRID: ...the man and the moth -- didn't transform at all?
WALTER: No, this is something else entirely. In the late '70s, the Army became obsessed with finding a
new way to camouflage soldiers. They started experimenting with electromagnetic pulses.
ASTRID: As their camouflage?
WALTER: The eye converts electromagnetic energy into something the brain can understand. That's how
vision works. Well, the Army thought that if they could generate a massive electromagnetic pulse, then they
could effectively scramble the optic nerve... and at the right frequency, make the soldiers invisible to the
naked eye.
ASTRID: And you consulted on this project?
WALTER: Briefly. It was after I left that they realized that prolonged exposure to the pulse has a horrible
side effect. An incurable genetic disorder. And this moth and that deformed man are the victims -- or the
children of the victims of that experiment.
ASTRID: So how does that explain their ability to change, Walter?
WALTER: Here, stop, stop, stop, stop. Stop here. (she pulls the vehicle over the shoulder, stops, both exit
the car and walk forward to the sign) Come. Come. Leave the lights on.
ASTRID: Walter. Walter, what are you doing?
WALTER: Ah... What do you see?
ASTRID: I see the moth.
WALTER: Come here, please. (she steps closer and the moth visibly changes to a butterfly) Now what do
you see? A friend of mine once wrote that sufficiently advanced technology is indistinguishable from
ASTRID: How is it doing that?
WALTER: It isn't. The man and the moth don't change at all. What changes is our perception of them.
PETER: (on cell phone speaker, calling from Olivia's car as she drives) Walter -- Walter, slow down. You're
saying that this electromagnetic pulse allows us to see these deformed people as if they were normal?
WALTER: (on cell phone with Astrid walking nearby) Yes. Somebody must have perfected the military's
camouflage technology to hide the deformities that the first tests created.
PETER: So then so long as we stay within the range of the pulse...
WALTER: ...then these poor souls appear totally normal.
OLIVIA: (on speaker call) So that's the Edina hum. That's the sound that the pulse makes.
WALTER: Yes. Yes, I believe so.
OLIVIA: Walter, do you know who could have perfected this technology?
WALTER: No, no. It would be extremely difficult. Apart from Cobb, no one else would have the expertise.
PETER: Cobb? Who's Cobb?
WALTER: Edward Cobb was the scientist who dreamed up Project Elephant. He would be the only one
with the imagination and the know-how.
PETER: Listen, Walter, I want you and Astrid yo head back home.
WALTER: But -- but given my knowledge...
PETER: Walter, listen to me. Somebody obviously has a lot invested in keeping this thing a secret. They've
killed three people already -- they tried to kill us. I don't want to have to worry about you.
WALTER: Oh, well, that's -- that's very sweet of you, son.
PETER: I'll see you back at home (end of cell phone conversation)
ASTRID: What did Peter say?
WALTER: He wants us to head into town to try and find the source of the electromagnetic pulse.
Town Hall - Sheriff's Office
ROSE FALLS: (marches into the office as Velchik and his Deputy are loading their weapons) There's been
too much bloodshed already. It's just making things worse.
PAUL VELCHIK: You got your boy back. Would you rather we'd let them keep him?
ROSE FALLS: You're killing innocent people. It's time to give this up. There are real consequences.
PAUL VELCHIK: Sure. There are real stakes here. That's why you gotta let me do my job and keep this
town safe.
ROSE FALLS: And you think that killing those federal officers is the best way to put a stop to this?
PAUL VELCHIK: It did the last time. That Federal Marshal a few years ago-- no one came looking for him,
did they? We've all got jobs to do, Rose. Stick to the machine. That's your job. (leaves with his Deputy and
Driving Around - Finding The Generator
ASTRID: (talking as she drives) Walter... what kind of device are we looking for?
WALTER: Any number of things could transmit the pulse. A large capacitor bank. Some form of
compression generator.
ASTRID: What about a satellite dish? They have them all over town.
WALTER: ...oh, no. Those are for television, dear. Given how little there is to do here, I imagine they
watch a lot of it. What we're looking for is something that could relay the discharge from the microwave
conversion of large energy pulses.
ASTRID: What about a -- a big antenna?
WALTER: Yes, yes, that would do, I suppose.
ASTRID: (pointing to the right of the car) Something like that? (stops the vehicle in front of the Falls
WALTER: Well done, Astricks.
Falls Residence - Gaining Access
(standing at the front door, he knocks)
ASTRID: Are you sure we should just knock on the door like this?
WALTER: Rose. That was Edward's daughter. He used to carry her around the lab on his shoulders. (to
young Teddy, after the boy opens the door) Oh, hello. Is your mother home?
WALTER: Ah. But your mother is Rose? And your grandfather, his name was Edward Cobb?
TEDDY FALLS: Who are you?
WALTER: I'm Walter Bishop. Your grandfather was a friend of mine. May we come in? (opens the screen
door, enters with Astrid and enters the sitting room. eyes an old picture in a frame) Look, look. That's
Edward Cobb. ...and, and, and that's Rose.
WALTER: (to the boy) Do you have more recent pictures of your mother?
TEDDY FALLS: We don't own a camera.
WALTER: No, of course. Cameras have no optic nerve. The photos would only show their deformities.
TEDDY FALLS: You have to go. I'm not supposed to have strangers in the house.
WALTER: Quite right. But may I use your bathroom?
TEDDY FALLS: You know my mother will be home soon. You should go.
WALTER: We will. First I'll go, and then we'll go. But where's the bathroom?
TEDDY FALLS: Down the hall, second door on the left.
WALTER: Thank you.
ASTRID: (distracting the child with polite conversation) Is that Operation? (board game) Oh, I loved this
Searching Edina - Olivia Drives
OLIVIA: Joe Falls is in his thirties, so he's too young to be one of the soldiers they tested in that
PETER: Yeah, it would have had to have been his father.
OLIVIA: I guess folks with that kind of deformity don't tend to leave home. (Peter reviews his charts) You
still stuck on that census data?
PETER: There's just something weird about these numbers. I went back thirty years, and it looks like the
only time the population goes down is when somebody dies.
OLIVIA: What about when people move? (stops vehicle)
PETER: No, that's just it. They don't. Nobody ever leaves this town.
OLIVIA: Are you saying that you think they're -- that everyone in Edina is one of them?
PETER: (sees an approaching patrol car. the Deputy is hanging out the window with a shotgun pointed at
them. to Olivia) Get down!
(as they duck, the front windshield erupts from a shotgun blast)
Edina City - Revealed
(ambushed and running from the Sheriff and his Deputy, a shotgun blasts behind them... they find cover in a
nearby barn)
PETER: (running quickly) ...we'll take cover in the barn!
(back at the Fall's residence, Walter hears a low hum and follows the sound into the basement of the house)
(in the barn now, Olivia continues to exchange fire with the two Jonestown County officers as she and Peter
seek refuge)
ASTRID: (playing Operation with Teddy at the Falls house) Oops. (as the boy fails the game) My turn. I'm
going for '"The Wishbone. (Walter kills the generator in the basement and the hum fades. Astrid -holding
her tongue- can now see the boy as he truly is... genetically disfigured)
WALTER: (returning to the sitting room and noticing the uncamouflaged young lad playing with Astrid)
Oh, my.
(still avoiding the ambush attack in the barn, Olivia shoots Deputy Bill as he enters, then avoids shotgun
blasts as the Sheriff charges into the barn)
PETER: (not wanting to be a shot by a startled Olivia) Easy! Easy! It's just me.
PAUL VELCHIK: (to Olivia) Drop the gun. I said drop the gun.
ROSE: (steps from the shadows and pumps her shotgun) Paul.
PAUL VELCHIK: Go home, Rose. (blasted by Rose)
Falls Residence - Confessions
ROSE: (quietly in her sitting while Teddy sits on the porch with Astrid) The original pulse deformed the
whole town. My father couldn't live with himself afterwards. He couldn't leave all those people like that.
OLIVIA: According to our files, your father resigned from his commission in 1979.
ROSE: Yes. He came back to Edina and worked tirelessly on his machine until he perfected it. Then he
offered the inhabitants a choice.
PETER: A choice?
ROSE: Live as you are, deformed, but free to roam the world or confine yourself to Edina, where the pulse
will allow you to hide in broad daylight.
OLIVIA: And the people voted to stay.
ROSE: They realized the pulse would allow them to look beyond the horror of their deformities and see
each other for who they really were. They chose the only normal life they could have.
PETER: And your father? He chose to stay among you.
WALTER: He chose because of you, didn't he, Rose? Last time I saw you, you were a little girl. (looks at
picture) A perfectly healthy little girl.
ROSE: My mother and I, we lived in Edina. We were part of the experiment.
OLIVIA: Your father experimented on you?
ROSE: No. The Army never told him they were expanding the scope of the test.
WALTER: Rose, I remember your father fondly. He believed that invisibility would save lives. And he
finally solved the problem.
ROSE: My father tried to create a good life for me here -- for all of us-- and he succeeded.
(Walter walks out alone and catches Broyles as he arrives)
BROYLES: (greeting him) Doctor Bishop.
WALTER: You can't make this public, Agent Broyles. We need to let them keep their secret.
BROYLES: Doctor Bishop, three state troopers were killed...
WALTER: ...and those responsible were brought to justice. But the rest of these people... you have no idea
what will happen to them.
BROYLES: Doctor Bishop...
WALTER: They will have no choice but to study these people. To examine them, to test them, to humiliate
BROYLES: (pausing) Doctor Bishop, did you find the machine? The one that transforms them?
WALTER: Please, Agent Broyles. These people have been harmed enough. We simply can't...
BROYLES: ...Doctor Bishop... I don't think you're understanding me. If you didn't find the machine, there's
nothing to report.
WALTER: (growing wiser) Thank you. (as the Feds drive out of town)
WALTER: remarkable... How Rose was willing to expose her secret to right a wrong. How very brave of
PETER: You did something brave too. The way you spoke up for those people -- you didn't have to do that,
Walter. I'm proud of you.
WALTER: I'm glad you choose to see me the way you do. (reflective) Very glad indeed.
Vitas Petrol - Special Delivery
MIKE: Whoa, whoa -- hold on.
MIKE: Sixteen. Gonna be a nice one today.
RADJAN VANDENKEMP: Yeah, yeah, I think so.
MIKE: Man, you don't look so good. Are you okay? Hey, Linda, I think something's wrong with that guy.
LINDA: Sir, you have to sign in.
VINCENT AMES: Linda, call 9-1-1.
MIKE: (administering CPR pulse to chest) 1, 2, 3, 4, 5, 1, 2, 3, 4, 5. - - He's... he's dead.
Children's Science Center - Expelled
¶ the wheels on the bus go round and round ¶ ¶ round and round, round and round... ¶
ASTRID: Yes, uh, I'm looking for someone who seems to have gotten lost.
SCIENCE CENTER WORKER: Okay, what school is he from?
ASTRID: He's not from any school. He's a man. His name is Doctor Walter Bishop.
SCIENCE CENTER WORKER: Hmm, I see. A special needs individual.
ASTRID: Heh, you have no idea.
WALTER: When the Victoria, the last surviving ship, returned to its harbor of departure after the first
circumnavigation of the Earth, only 18 of the original 237 men were on board.
GIRL: What happened to them?
WALTER: They all died, young lady. Horrible and most likely painful deaths. You see, when you open new
doors, there is a price to pay. Now imagine... tonight, you look under your bed, and, lo and behold, you find
a monster! And you're immediately eaten. Now, if you hadn't looked for the monster, you wouldn't have
found it, and you'd still be happy in your beds, instead of being slowly digested in the stomach sack of the
creature. But, with any luck, your sisters or your brothers might have heard your screams, and your
endeavor will serve as a valuable lesson for them.
TEACHER: Excuse me, do you work here?
WALTER: No, I'm a -- a season pass holder. But thank you. Doctor Walter Bishop. They had no right to
revoke my membership. No right.
ASTRID: Walter, you terrified those kids.
WALTER: These children should know the truth.
ASTRID: Hello. Agent Dunham?
WALTER: They're tragically coddled and ill-advised.
ASTRID: Have you already told Peter? Okay... we'll be there right away. Come on.
Vitas Petrol - Initial Investigation
OLIVIA: Detective, I'm Agent Dunham. This is Peter Bishop.
KASSEL: Detective Kassel. We've been taking witness statements, trying to figure out what went down.
OLIVIA: Is the M.E. here yet?
KASSEL: On his way. It's a Dutch license.
PETER: Radjan Vandenkemp.
KASSEL: I've never seen anything like this.
PETER: Lucky you.
OLIVIA: (to Peter) I'm gonna talk to some of the witnesses. (to female officer) I'm Agent Dunham with the
FEMALE OFFICER: (to Olivia) Hi. (to Linda) I'll let you two talk.
OLIVIA: (to female officer) Thank you. (to Linda) Uh... did he have an appointment here at Vitas?
LINDA: Mm - mm. No one knew him. No one was expecting him. I don't even think he knew where he was
going himself. He got off the elevator, seemed confused, and then collapsed.
PETER: (On the phone) Okay, thanks. (To Olivia) It's Broyles. He's downstairs. He's gonna run
VandenKemp and see what he can come up with.
OLIVIA: Well, see, he didn't know anybody here, and this doesn't seem like the kind of business that you
just walk into.
VINCENT AMES: Excuse me. Can I ask a question?
OLIVIA: Sure, Mister...
VINCENT AMES: Uh, Ames. Vincent Ames. I'm the VP of Geotechnical Engineering. Will we be able to
leave soon?
OLIVIA: Not yet, I'm afraid.
VINCENT AMES: Do we know what happened to him yet?
OLIVIA: That's what we're trying to figure out. But we'll let you know as soon as you can leave.
LINDA: (To Olivia) Mike, the courier rode up with him.
OLIVIA: Which one's Mike?
LINDA: He's sitting right over here.
Vitas Petrol - Quarantine Needed
BROYLES: Doctor Bishop, Agent Farnsworth. Got a deceased male, age fifty. We believe he's from the
Netherlands. Walked into Vitas Petrol at 7:30 this morning, and his veins ruptured.
WALTER: Oh! Oh, I see. Well, uh, vasculitis could be a cause. Or, uh, an arteriovenous fistula, which is an
abnormal channel between the vessels. Extremely high blood pressure results, resulting in swelling of the
ASTRID: Until they rupture?
WALTER: No, no, not usually. But then, that's why we're here, I imagine. Don't, no, don't! This building
must be quarantined immediately. No one goes in or out. I believe we have a contagion on our hands.
ASTRID: But Olivia and Peter -- They'll be trapped inside.
WALTER: Quarantine the building, Agent Broyles.
Vitas Petrol - Quarantine Imposed
WALTER: I need to find out more about the first victim, Peter. The Dutchman. If I can find out where he
came from, where he was, then I could begin to ascertain what could have infected him.
PETER: Walter, we don't know yet.
WALTER: Well, who was he coming to see? Someone up there must know him. Know something.
PETER: Walter?
WALTER: The CDC is here. You be careful up there, son.
PETER: I will. (To Olivia) The CDC is here.
ASTRID: Walter, it's gonna be okay.
WALTER: We should get to work.
VINCENT AMES: Why are the police holding us here?
PETER: We think we're in the midst of a virus contamination. The Centers for Disease Control are here.
VINCENT AMES: Are you saying we're quarantined?
OLIVIA: For now, yes.
LINDA: What happened to Mike?
OLIVIA: He was infected.
ELAINE: Is he... dead?
KARL: He was closest to him. He was right over the guy.
OFFICE WORKER: You were there too, Karl. You were there next to the courier. And Devon and Vincent.
You all got his blood on you.
ELAINE: Then why aren't they sick too? How do you explain that?
OFFICE WORKER: I don't know, Elaine. But I'm sure it's just a matter of time. They shut down the
OLIVIA: I asked Detective Kassel to take care of it. It's protocol... in case the virus is airborne. We don't
want it to spread through the building. So I'm gonna need to separate you into groups. Those who were near
VandenKemp, if you could gather in one of the boardrooms. It's just a precaution until we know what this is
and how it's being spread.
PETER: Come on, let's go!
CDC Camp - Bona Fide Walter
ARNOLD MCFADDEN: Agent Broyles, Arnold McFadden, Field Director, CDC. I understand you've got
two people up there. Do we know yet whether this is the result of a bioterrorism event?
BROYLES: We're looking into that possibility as we speak, but nothing yet.
CDC ASSISTANT: You wanted me?
ARNOLD MCFADDEN: Let's get a team into the lobby. Get blood work underway. Cut a two-block radius
with barriers.
WALTER: I will need at least half a dozen of those samples, young man.
BILL HUBERT: Excuse me, who are you?
WALTER: ...and take me to your centrifuge.
ASTRID: Agent Broyles, uh, Walter has been arrested.
WALTER: Agent Broyles, thank God you're here. Please tell these men to release me.
POLICE OFFICER: He breached the security line. Claims he's F.B.I., but he's got no credentials or
WALTER: I said I was a consultant.
BROYLES: Doctor Bishop works with us. His son Peter is inside the building.
WALTER: I need to get back to the lab. I'm trying to determine what pathogen I'm dealing with. And I need
a blood sample -- something to work with.
ARNOLD MCFADDEN: I can understand your wanting to assist, Doctor, but I have a great deal of
experience with pathogens.
WALTER: ...and I was Chairman of Biochemistry at Harvard and have little patience for small-minded
BROYLES: Walter... that's not helping.
WALTER: I - I'm sorry. We need more information. My son tells me that several people got blood on them
from the infected man. But only one of them died. Why him? Why aren't the others showing symptoms? I
must get back to my lab and find out.
BROYLES: No matter what your impressions are of Doctor Bishop, I assure you he's a valuable asset.
ARNOLD MCFADDEN: Hubert - you will escort Doctor Bishop to his lab with samples that you will not
let out of your sight.
WALTER: Thank you. Thank you. Quickly, get your pajamas off and -- come on, let's go! Come on. Come
Vitas Petrol - Cornering Ames
OLIVIA: You know, I can't find the name VandenKemp anywhere in this database.
PETER: But he must have been here to see somebody. How far back did you go?
OLIVIA: Two months.
PETER: They're all calling their families. Wanna call your sister? Just to let her know what's going on?
OLIVIA: What do you make of this? This guy, Ames, he had two appointments this morning, but he cleared
his calendar last minute yesterday. But he's here.
PETER: That doesn't necessarily mean anything.
OLIVIA: ...and it doesn't necessarily not mean anything, either.
DETECTIVE KASSEL: Guys... we have a problem.
LINDA: What's happening to me?
PETER: Come on in here. I want you to lay down and just try and rest and relax as best you can, okay?
OLIVIA: Okay, I'm gonna get you some water.
LINDA: Thank you. Thank you.
PETER: Be right back.
OLIVIA: So how much time do you think she has?
PETER: I don't know, the courier died... maybe a half hour after giving VandenKemp CPR.
ELAINE: She's sick?
OLIVIA: I'm afraid so.
OFFICE WORKER: But she didn't get any of the blood on her.
OLIVIA: You don't know that for sure.
ELAINE: She didn't! She was nowhere near him when he died! Which means we could all have it.
PETER: But we don't know that. She was friends with the courier, right? Maybe he touched her. He could
have infected her. The fact is, we just don't know. But it's important that we all stay calm.
OLIVIA: Can I talk to you in private, Mister Ames? Okay, I know Mister VandenKemp was here to see
you. Your schedule was rearranged yesterday and your morning was cleared out. Why was he here?
VINCENT AMES: He came here to sell me some information from one of our competitors.
OLIVIA: What kind of information?
VINCENT AMES: All he said was it was from a recent reserve find.
OLIVIA: Well, it's possible that VandenKemp came in contact with the virus there, so do you know which
oil reserve? Which competitor was it?
VINCENT AMES: He wouldn't say. All he said was, 'I have something to show you'. Something I would
find very valuable. He was supposed to be gone before the staff came in this morning.
OLIVIA: Well, where is it, the information?
VINCENT AMES: I don't know. He didn't have anything with him. It's a very competitive business, Agent
Dunham. I know what I did breaks a dozen Federal laws, but I'd rather go to prison than die here.
OLIVIA: Well, it may be too late to trade one for the other now, Mister Ames.
CDC Camp - Data On Radjan
BROYLES: Radjan VandenKemp was an oil consultant. He arrived at Logan three days ago on a flight
from Dubai. We've already contacted 174 of the 212 passengers on board. No one's shown any signs of
OLIVIA: Were you able to track his movements?
BROYLES: He was staying at a Continental Inn. We have agents at the hotel. No symptoms reported there
either, but also no indication of any information he was selling.
OLIVIA: Have you heard from Walter? Has he been able to identify the virus?
BROYLES: No, not yet, but I'll let you know when I do.
Walter's Lab - Initial Testing
WALTER: If we can isolate the strain, we may be able to understand this virus's personality.
ASTRID: The personality? Walter, it's not a person.
WALTER: Centrifuge is over there. No, viruses are not people, Astrid. But they seem to have minds of their
own. The rabies virus can't survive in water. So it inflicts its host with a paralyzing fear of water.
ASTRID: Walter, that sounds...
WALTER: Heh, trust me, I know how it sounds. It's almost beyond belief. The more we learn about viruses,
the more unbelievable they become. They deny our definitions of living and dead. And their only function
seems to be to survive, to replicate. And they use us as a vehicle to do so. It's the folly of humans to believe
we're at the top of the food chain. In truth, viruses are.
BILL HUBERT: The strain won't isolate. The sample was too fragile.
WALTER: Damn it. I was afraid of that. Well, this is one piece of good news. I believe the virus is not
WALTER: No. If it were, there'd be many more people showing signs of infection in that building. We need
a better sample.
Vitas Petrol - Losing Linda
PETER: Broyles have anything?
OLIVIA: No. Whatever VandenKemp was trying to sell, they can't find it.
PETER: You able to get a hold of Rachel?
OLIVIA: No. I didn't try. She just went through all this stuff with me in the hospital, and she's still having
nightmares about me being dead. What's the point in scaring her again? We are gonna get out of this.
PETER: That's just like you. Even now, you're protecting her. I thought that was the point of having people
who care about you in your life... to have someone to talk to when you're scared.
OLIVIA: She's out. The receptionist.
LINDA: Aaaah!
OLIVIA: Peter... Dunham.
BROYLES: What the hell's happening up there?
OLIVIA: Peter, be careful. Peter. Peter, no!
PETER: Can't wait any longer.
OLIVIA: Stop it! Get away from him now!
PETER: I got his blood on me. If I wasn't infected before, I probably am now.
OLIVIA: Peter, this is insane!
PETER: They're down there and we're up here. And they're not sending anybody else up. This is our last
chance to figure out whatever it was that he came here to try and sell. Rental car keys. Never take anything
into a negotiation that can land you in jail. Always leave it in neutral territory.
CDC Camp - Walter's Theory
BROYLES: The CDC is opening the briefcase now.
WALTER: You said his car was found in a garage nearby. It's underground?
BROYLES: That's right.
WALTER: I believe I have a hypothesis as to how this virus behaves.
WALTER: Well, the receptionist had a very different reaction to the virus than the other two victims. And I
believe I know why. This virus... has to spread itself, but in order to do so, it needs other organisms to
infect. VandenKemp arrived alone at the building, and it wasn't until he was in an office full of people that
he sprayed. B-but... having successfully infected other people, I believe that the virus now senses that it's
contained within the building, and -- and it wants to get outside to continue spreading.
BROYLES: The virus wants to get outside?
WALTER: Yes, yeah.
BROYLES: Doesn't that strike even you as a bit far-fetched?
WALTER: No... the courier only spewed as he approached the glass doors. And from what you've said, the
receptionist showed an irrational desire to get outside, and then she sprayed. The virus compelled her to
leave the building. It wanted to get outside.
BROYLES: You're saying the virus made her jump.
WALTER: Yes. Yes! I believe so.
ARNOLD MCFADDEN: Among other things in the briefcase, we found a drill core sample from an
exploratory oil dig. This is our virus.
CDC Camp - Ancient Virus
ARNOLD MCFADDEN: The sample was stolen from Solum Oil Corp. By normal procedure, it would have
been stored in an airtight, protective case.
BROYLES: Which suggests VandenKemp may have removed it in order to smuggle it out.
WALTER: Do those documents indicate how far down it came from?
ARNOLD MCFADDEN: It came from ten miles down.
WALTER: In that case, I believe we're in the presence of a 75,000-year-old terror. One that might have
been responsible for wiping out the ice age mammals. Some things are meant to be left alone.
BROYLES: Doctor Bishop, can you find a cure for it?
WALTER: Maybe, in time. But right now, we need to keep the safe people safe. Now that I have an isolated
sample, I can produce a tox screen. At least we can identify who's been infected.
Vitas Petrol - Testing Begins
TV MOVIE: Would diamonds or emeralds do?
BILL HUBERT: Agent Dunham, Bill Hubert, CDC.
OLIVIA: Hi. So, uh, how do you want to do this?
WALTER: Two groups. We divide alphabetically.
OLIVIA: Okay, I can do that -- 'a' through 'm's, if you come with me. And the rest can go with Agent
ARNOLD MCFADDEN: Call the State Department. Get approval for a Level-Six eradication.
ARNOLD MCFADDEN: We don't know how to contain it. If anybody on the outside got infected...
STEVE: Thank you.
PETER: No problem. How we doing in here?
OLIVIA: We're just getting started.
ASTRID: First up, Vincent Ames.
VINCENT AMES: Ho-how will I know?
WALTER: If you're infected, the solution will turn black. Swab. Please swab the inside of your cheek.
Amber. You're clear.
OLIVIA: We'll be in touch.
ASTRID: Alright, next is Peter, and then Olivia.
PETER: Ladies first.
WALTER: Swab your cheek. You're not infected. Peter. You're okay. You're okay. Okay. Okay. Next.
PETER: Okay, let's get this first group downstairs. You guys, come with me. Let's go.
CDC SUIT#1: This is the first batch of uninfected from both testing groups. Nona Norris. Lauren Nossel.
Glen Paulsen. Vincent Ames. Olivia Dunham. Peter Bishop.
CDC SUIT#2: Wait, stop! He's bleeding from the nose. He's infected.
PETER: I just have to get outside.
CDC SUIT#2: Stop him! Get him away from the door!
PETER: I just have to get outside! Uhh! I just have to get outside.
STEVE: I'm infected?
WALTER: I'm afraid so. But I wasn't near anyone.
DETECTIVE KASSEL: Steve, you need to come with me.
PETER: Olivia, please! Please, you've got to open this door.
OLIVIA: Peter, I can't. You know that.
PETER: Look at me. Just look at me. I'm fine. Just look at me.
OLIVIA: Peter...
PETER: Olivia... Olivia!
CDC Camp - Extreme Option
WALTER: Amber. You're clear.
ASTRID: Olivia, we just finished the tox screens.
OLIVIA: Peter is infected.
ASTRID: Peter?
OLIVIA: Yeah, the test was wrong. I-I don't know how, but... but he's bleeding from his nose and he's still
in the building.
WALTER: What was that about Peter?
ARNOLD MCFADDEN: The Cambodian Outbreak of '04... killed 7,300 people, most of which could have
been avoided if the Chinese authorities had moved quicker. That was Level Four. This is classified as Six.
Right now, it's the only option.
OLIVIA: Uh, they finished the tox screens.
ARNOLD MCFADDEN: I heard. 11 civilians infected, and your colleague. I'm sorry.
OLIVIA: So what do we do now?
ARNOLD MCFADDEN: Extract the rest of the ones that tested negative, and the State department has
authorized us to have the Army move in and contain the rest.
OLIVIA: The Army?
BROYLES: Dunham.
ARNOLD MCFADDEN: It's the only definitive way to make sure that the virus is eradicated.
OLIVIA: There are still a dozen people in that building. You cannot tell me that killing them is our only
ARNOLD MCFADDEN: Come with me. Run it for her. This model is based on just one of those people
getting out and infecting someone on the outside. This is two weeks from now. We have no symptom
blocker, no cure. What solution do you propose, Agent Dunham?
ASTRID: Walter... Walter, you can't take that off.
WALTER: It doesn't matter. The virus isn't airborne. It's transmitted by bodily fluids -- blood, saliva.
ASTRID: Walter, we are going to figure this out. Peter's gonna be fine.
BILL HUBERT: It's time to go. We're taking all non-infected personnel out of the building -- now.
Vitas Petrol - A Sulfur Solution
ASTRID: Walter, we'll have to help Peter from outside. Come on, Walter, let's go.
OLIVIA: Astrid, where are you?
ASTRID: Walter won't leave. He thinks he can come up with a cure.
OLIVIA: Does he have any idea how to do that?
ASTRID: No, not yet.
OLIVIA: Astrid, they're giving up. The-- the CDC doesn't want to risk contamination, so they're planning
on killing everyone inside. You can't be in there.
ASTRID: Walter will figure something out. We're gonna be fine.
OLIVIA: Astrid...
WALTER: What did Agent Dunham want?
ASTRID: Nothing.
WALTER: Help me drag this Dutchman into the kitchen. There's a table in there, and a sink. Homo sapiens
persevered 100 millennia ago. So something must have killed this virus. Slower metabolisms, evolving
blood types. Unless the wretched virus isn't organism-specific. If I had an animal, a cat or a mouse... No.
No, no, no. No, there's no time for that, of course.
ASTRID: Walter... What can I do?
WALTER: I can't let Peter die again. He's going to. They all will. There's nothing I can do about it.
ASTRID: Walter, do you remember this morning? What you said at the Science Museum. You said that
Magellan set sail around the world with a crew of 237 people.
WALTER: 237. Nearly all of whom died.
ASTRID: Yeah, but 18 of them didn't. That's what you said, Walter. Despite the odds, 18 of them came
back to their families.
WALTER: The rest died of scurvy. A slow, horrific death. Uncontrollable diarrhea, pustulous bleeding.
They all died. Except... we're still here. 75,000 years ago, our virus here wiped the planet clean. Then life
resumed. So something... must have killed the active virus. Ash.
ASTRID: Astrid.
WALTER: No... ash. Mount Toba... the biggest volcanic eruption for the last 25 million years. It blocked
out the sun. Sulfuric ash rained down all around the world. Sulfur. Sulfur! That could be it.
ASTRID: Where do we get sulfur?
WALTER: Open the fridge. Now, tell me what we've got to work with.
ASTRID: Um...There's diet soda. There's relish, there's, uh... there's yogurt, there's string cheese, there's
horseradish, there's milk...
WALTER: ...ooh, horseradish! Horseradish, good. Grab that. The glycoside in horseradish is high in sulfur.
If I'm right, this should attack the virus. Thank you.
OLIVIA: Sulfide diluted to four parts per million.
WALTER: Then apply heat to catalyze the base. 1.5 CC's should be enough.
OLIVIA: Okay. I got it.
Vitas Petrol - Ventilation Needed
ARNOLD MCFADDEN: After we've notified the families of the deceased, we'll release a statement. The
virus has been controlled. And we don't have any fear of a further outbreak.
OLIVIA: Walter found a cure.
ARNOLD MCFADDEN: I'll call you back.
OLIVIA: This is what he needs.
ARNOLD MCFADDEN: Sulfide base, neuraminidase blocker. We'd need a chemical supply lab. The
closest one's in Wellesley.
ARNOLD MCFADDEN: And several hours to synthesize the antidote. I'm sorry, Agent Dunham, we just
don't have that long. That glass isn't gonna hold much longer.
BROYLES: What if we could buy you some time?
ARNOLD MCFADDEN: What are you thinking?
BROYLES: Fentanyl gas. Pump it inside the building. Knock them out long enough to synthesize a cure.
We could have a gas truck here in ten minutes.
ARNOLD MCFADDEN: No, even if we could, it wouldn't disperse. The building's ventilation system is
down, and I can't risk sending any more of my people inside to turn it on.
OLIVIA: Then I'll do it.
ARNOLD MCFADDEN: That's up to Agent Broyles, not me. You've got fifteen minutes. After that, I can't
take the chance.
OLIVIA: Yes, sir.
Vitas Petrol - Basement Battle
(Olivia races through the bowels of the building with a map, trying to summon an elevator. Peter races from
the lobby to the security desk as a woman shouts at the front doors)
(Peter notices on the security monitor that Olivia has infiltrated the building)
BROYLES: (on radio) Dunham. The gas truck is here. What's your twenty?
OLIVIA: (just after she enters) I'm in the elevator, proceeding to the parking garage.
(screams and shouts continue among the infected. Peter stares at the monitor, then looks around the area
trying to figure out a path to intercept Olivia)
PETER: (attacking Olivia as she walks into the parking garage) Uhh!
OLIVIA: Ohh! (draws her pistol to defend herself. pleads to her friend) Listen, I'm here to help you.
PETER: Give me the gun, Olivia.
OLIVIA: Peter, they're gonna shoot you.
PETER: They're gonna kill us all anyway. (stalking forward. paranoid) The cure is out there. They're lying
to us. And you locked me in here.
OLIVIA: Uhh! (as Peter attacks her) Uhh! (they struggle) Uhh!
PETER: You betrayed me! (takes a blow to the midsection) Ahh! (her pistol fires into the ceiling)
OLIVIA: Uhh! (diving for her dropped pistol below a vehicle)
PETER: (steps on her arm) Hyuh!
OLIVIA: (in pain) Agh!
PETER: (after grabbing the pistol) Stay down. (aims at her. dazed, he wanders away)
BROYLES: (outside on the radio) Dunham. Agent Dunham, can you hear me? (on cell phone) Agent
ASTRID: (answers phone) Sir.
BROYLES: Is the ventilation system on yet?
ASTRID: No, sir. It's still off. (holds hand up to vent) Olivia hasn't made it yet.
ARNOLD MCFADDEN: We have to move. I gave you fifteen minutes.
BROYLES: I understand you have operational authority here. But there are people in there that are like
family to me. Another ten minutes.
(armed teams enter the building)
ASTRID: Here, put this on. (hands mask to Walter)
WALTER: For what?
ASTRID: Trust me.
(the gas penetrates the building and an armed team finds Peter unconsious in an elevator)
CDC Camp - Peter Recovers
WALTER: (adminsters the antidote) You're going to be okay, Peter. Just rest, son. (later, after Peter
revives) Son.
PETER: Thank you. All of you.
OLIVIA: You feeling better?
PETER: Olivia... I'm sorry.
OLIVIA: You weren't yourself.
PETER: It's lucky for me that you were. (Walter walks away distraught)
ASTRID: Walter. (follows him out) Um... Inside... Upstairs... When you said, 'I can't let Peter die again...'
what did you mean by that?
WALTER: Some things are meant to be left alone, Agent Farnsworth.
Wedding Party - Initial Testing
(peaceful music plays in preparation for an afternoon wedding at a nice estate)
HARRY STALLER: (prepping the video camera for new arrivals and pre-ceremony interviews) Okay...
color and sound check, Milton-Staller wedding.
MISTER STALLER: (father of the groom greets friends of the bride as they enter) Linda, Neal.
LINDA: Hi, Mister Staller. (hand shake/kiss)
MISTER STALLER: Glad you could make it. Good to see you. (hand shake/hug for Neal)
LYNN ARRENDT: (old friends arrive with escorts) Hey, take it easy, Nana. There's no hurry.
NANA STALLER: (fiesty senior matron) You take it easy. This my regular speed.
(in a private part of the house, bridesmaids attend to the lady of the day as the nuptials draw near)
ELIZA STALLER: Everyone decent in here? (mother of groom knocks on door to enter with video man)
SHELLEY MILTON: (to future mother-in-law) Come on in, Mrs. Staller.
ELIZA STALLER: Look who I brought, Shelley. (future little brother-in-law carrying video camera) This is
how David can see you in your dress before the wedding without the bad luck. Oh... you look stunning.
SHELLEY MILTON: Thank you so much for... everything.
ELIZA STALLER: I'm so happy you're joining the family. (trying not to tear-up) David is lucky to have
you. (girl hug) Okay. I'm crying now. Let's not film this part. (to cameraman) No, no, no. (marches out of
the room) Turn it off, turn it off.
(groomsmen gathered elsewhere in the house gather for adult beverage consumption. the groom seems
anxious and may be getting asthmatic)
JOSH STALLER: It'll calm him down. (about the alcohol)
DAVID STALLER: (wedding day jitters) I didn't think I'd be this nervous.
JOSH STALLER: Oh... happens to everyone, even me. And, uh, look how I turned out.
(in the now crowded ceremony and reception area)
NANA STALLER: Lynn... who is that man? (about the trim, cropped blond hair male standing across the
room and surveying the crowd)
LYNN ARRENDT: I don't know. Must be from Shelley's side.
(still waiting in the wings)
JOSH STALLER: Just breathe, man.
HARRY STALLER: No, where's your inhaler? Where is it? (hands over the inhaler to his brother) It's here.
(to the prying cameraman) Harry, just give us a few minutes? Sorry. You're alright. Just a couple minutes.
He's okay. He's good. He's okay. (enters the main room with guests and announces) It's okay, it's okay. I can
safely say David is not going to run. So just, uh, everybody hang tight. He'll be fine. He's just had a little bit
of a reaction...
NANA STALLER: (drawing on some of her worst memories, she begins to remember the man standing on
the other side of the room) It can't be. It can't be. It can't be true.
LYNN ARRENDT: What's wrong, Nana?
NANA STALLER: It can't be. It's him. (stands and walks toward the man, pointing at him)
LYNN ARRENDT: Nana, what are you talking about?
NANA STALLER: It's -- It's him. (sobbing, she collapses as he stoically looks on) You! You!
ELIZA STALLER: Nana, what's wrong?
LYNN ARRENDT: Nana, my God, what is it? (as half the guests begin to hack and choke violently)
ELIZA STALLER: Oh, my God. Someone call 911. Josh! Sweetheart! My God! (as the man, Alfred
Hoffman, turns and walks from the scene) What is happening?
Wedding Party - Team Arrival
BURT MANNING: (greeting her outside the estate amid the official personnel on scene) Agent Dunham.
OLIVIA: Detective.
BURT MANNING: Burt Manning. We spoke on the phone.
OLIVIA: So has anyone touched anything?
BURT MANNING: M.E.'s inside. We put them in a holding pattern until you got here. It's pretty bad.
OLIVIA: Do we have a final count on the victims?
BURT MANNING: Fourteen... so far. (starts to enter the house)
WALTER: (driving up to the crime scene, distracted, chatty) I quite like weddings. Did I ever tell you about
when your mother and I, God rest her soul, got married?
PETER: No, no, no. I think I missed that one. (jumps curb, hits trash bin) And try to stop driving with both
feet. Walter, Walter! (stops)
WALTER: She was so beautiful, Peter. So beautiful in white. I won't deny I was never happier. I kept my
tuxedo in the hope that one day I would have a son who would wear it. You could wear it on your wedding
day. (walking from vehicle)
PETER: Yeah, you know, Walter? Tuxedo styles change.
WALTER: Oh, nonsense. Purple never goes out of style. And the day may come sooner than you think. Do
you think she'll call me Dad?
WALTER: Agent Dunham.
PETER: My guess would be no. (approaching Olivia and Manning)
WALTER: Don't look at me like that. She's just what you need. Someone who can see right through you.
Agent Dunham, don't you look lovely today? Doesn't she look lovely, Peter?
PETER: (flat, appeasing Walter) You look lovely, Agent Dunham.
WALTER: Doctor Walter Bishop. (shakes Manning's hand) How do you do?
OLIVIA: Lose a bet? (letting Walter drive the car)
PETER: It was either that or flying lessons.
WALTER: (inside, inspecting the dead) Swelling of the vitreous humor.
PETER: Mm-hmm. (inspecting his corpse)
WALTER: Petechial hemorrhaging.
PETER: Yeah, not to mention the blue skin. It's definitely asphyxiation.
WALTER: The airway's clear.
PETER: Yeah, same here.
WALTER: No fluid in the lungs.
OLIVIA: So all the victims that I've identified so far are on the groom's side. I mean, maybe they came in
contact with something before the wedding.
PETER: Anaphylactic shock. Maybe they're all having an allergic reaction to something they ate or drank.
WALTER: That would be logical, if they were all exposed at the same time, I suppose.
OLIVIA: I'll have the detectives reconstruct where they all were. We may find a connection. (looks at a
branding tattoo on a victim) She was a Holocaust survivor.
WALTER: That's dreadful -- to survive a thing like that... (somber) and finish up like this.
OLIVIA: Walter, do you think this could be a deliberate attack?
WALTER: I don't know yet. All I know for certain is that these fourteen people suffocated in a room full of
PETER: There's gotta be something they all ate or drank. There, maybe that.
OLIVIA: God, it's hard to believe that a few hours ago this was actually a happy place.
(they hear some rustling from a pantry, open the door and find the groom struggling to catch his breath. he
collapses to the floor)
OLIVIA: Oh, my God! We need a medic on the second floor!
PETER: Alright.
OLIVIA: He's dropped his inhaler. Grab it.
Walter's Lab - Blue Blood
WALTER: It's curious. (opening bodybag) All fifteen victims. So they're all blood relatives, then.
ASTRID: (reading from computer monitor) Yes. All of the victims are direct descendants of Eva Staller.
WALTER: Holocaust survivor.
ASTRID: And anyone not related to her survived, along with one grandchild who I think might be
WALTER: Therefore, not a blood relative, or I suspect he would have perished too. (scapels open a
wedding part corpse) Ostrich, can you come here, dear? What color is this? The blood?
ASTRID: It's blue.
WALTER: Good. Then I'm not imagining it. Something has bonded with the hemoglobin in the blood,
changing its color and robbing the body of oxygen. I believe these people literally suffocated from the
inside out. (takes a quick shot from the inhaler)
ASTRID: Walter! No, that might... be what killed him.
WALTER: No, that kept him alive longer than the others. I suspect it temporarily weakened the toxin. That
still leaves the how. How was the toxin delivered?
Wedding Party - Interviewing Eliza
OLIVIA: (sitting quietly as Peter walks through the area) Mrs. Staller, I understand that you were in charge
of the guest list? Did you notice anyone who shouldn't have been at the wedding? Someone who wasn't
ELIZA STALLER: No. Of course, I don't know the bride's entire family. Although, my mother-in-law, she
was very upset with someone before -- a man I had never seen before. I thought she was just having a
OLIVIA: If we showed you the wedding video, do you think that you would be able to point him out?
ELIZA STALLER: I could try. (to Peter as he inspects the candles) It's jasmine. Shelley picked out the
scent. Represents happiness and love. Do you mind giving me a moment?
OLIVIA: Of course.
ELIZA STALLER: I'll help you with the video. (leaves the room)
OLIVIA: Thank you.
PETER: She just said all the rest of the candles in this place are jasmine, right?
OLIVIA: Mm-hmm.
PETER: Smell that. (she does) This one's cinnamon.
Walter's Lab - Test Group
WALTER: Patience, son. Just like when you were a little boy, your mother used to say you had ants in your
pants. Put that in the spectrometer. (hands Peter a sealed sample)
PETER: Okay.
OLIVIA: (sitting with Astrid at the computer) That's the man that Mrs. Staller identified. Can you make it
ASTRID: I can try. Oh, that's the best I can do.
OLIVIA: Alright. Well, upload it to the Joint Law Enforcement Database and maybe we'll get a hit.
ASTRID: Alright.
PETER: Walter. Come here. Take a look at this.
WALTER: (joins Peter at his monitor) Oh... that is interesting. (spectral graphs on screen) You were right.
This is our toxin. Appears to be a variant of -- what is that? Hydrogen cyanide? The candle would suggest
that it was activated by heat, and then dispersed into the air.
OLIVIA: Well, if it was in the air, how come it only killed some of the guests?
WALTER: (sincerely) Good question.
WALTER: Chemical weapons. Death by asphyxiation. The Nazis. I knew this was familiar.
OLIVIA: The Nazis?
WALTER: The Nazis were scientific pioneers. They attempted to advance every branch of science --
Molecular bombs, flying saucers, eternal youth. Before DNA was even discovered, Josef Mengele wanted
to create a weapon capable of targeting specific victims, a weapon capable of -- of picking people out in a
crowd, just like what happened here. It seems that science may have finally caught up with Nazi ambition.
OLIVIA: Mrs. Staller was a Holocaust survivor. Do you think that that's...
WALTER: ...relevant? I don't know, Olivia. Of course, I'm not saying that this is the work of the Nazis. Nor
suddenly am I convinced that this was just a murder. A wedding is the perfect laboratory. You have your
target group, the Stallers, and you have your control group, everyone else.
OLIVIA: Are you saying that you think this was a science experiment?
WALTER: It's a theory. And one that I think I can prove.
WALTER: A scientist always tries to recreate his results. If I'm right, this will happen again.
Afternoon Diner - Another Test
CASHIER: (to the mother-daughter team at her counter) One soy latte, one orange juice, two yogurts.
JORDAN'S MOM: Say thank you, Jordan.
JORDAN: Thank you.
ALFRED HOFFMAN: (next in line as the ladies move to a table) I'd like a cup of tea, please. And, uh,
make sure the water is very hot.
CASHIER: Sure thing. What kind of tea?
ALFRED HOFFMAN: Oh, I don't know, uh... you pick. (pleasantly smiling) Whichever is your favorite.
Oh, and please... make sure the water is very hot.
JORDAN'S MOM: So do you like her? Mrs. Greenwalt?
JORDAN: Yeah, she's nice. But she always makes us take a nap after lunch.
JORDAN'S MOM: Well, maybe you need time to get your energy back.
JORDAN: I think Mrs. Greenwalt is the one who's sleepy.
ALFRED HOFFMAN: (after sitting at an adjacent table) She's very smart, your daughter.
JORDAN'S MOM: Yeah, she is.
ALFRED HOFFMAN: Soon you'll be outsmarting the teachers.
JORDAN'S MOM: Well, we're already there. We're talking about skipping her up a grade.
ALFRED HOFFMAN: Yeah, well, don't be in too much of a hurry. (shakes a small vial of liquid he
removed from his pocket) These days are precious. (pours the vial contents into his very hot tea) Soon all
you will have... are pictures.
JORDAN'S MOM: Hmm, that smells good. Is that cinnamon?
ALFRED HOFFMAN: Yeah. Something like that. (as the tea starts to fog and bubble)
Diner Crime Scene - Aftermath
BROYLES: Nine victims. Suffocated just like the wedding in Brookline. (walking past ambulances,
emergency responders)
OLIVIA: Except unlike the Stallers, none of these people were related to each other.
PETER: You might have to rework that hypothesis, Walter. Maybe this toxin isn't transmitted genetically.
(walking past the young girl from inside the diner as she is treated)
WALTER: It's just a theory, Peter.
OLIVIA: Any surveillance?
BROYLES: No cameras inside or on the street. Could be why our suspect chose this place.
OLIVIA: No candles, I suppose.
BROYLES: Not a single one.
PETER: Hey, Walter, is there any other way that this toxin could be delivered?
WALTER: Any number of ways, I would think. It simply requires a heat source to disperse it into the air.
(looking for evidence)
OLIVIA: (looking at Hoffman's purchase) What about a cup of tea?
WALTER: Oh, yes, thank you. Hmm? Oh! Oh, yes, yes, that would work. As long as the water was hot
OLIVIA: Cinnamon.
BROYLES: I want this cup dusted for prints immediately.
FORENSICS TECH: Yes, sir. Right away.
WALTER: (inspecting a female victim) Peter, can you help me? That man there, what color are his eyes?
PETER: (rolls man over and prys open eyelids) Brown.
WALTER: I was right after all. It is a targeted toxin. They all have brown eyes. That's the common genetic
trait. Check the survivors, but I'm sure I'm right. It's a good thing you weren't here at the time, Agent
Broyles, or you would be dead too.
OLIVIA: So first it was a family. Now it's people with brown eyes. Why is he targeting these people? You
said you think it's an experiment. So what-- He's just killing these people to prove that he can?
WALTER: Perhaps. I'm going to drive us back to the lab. I think I have an idea.
PETER: Walter... why don't I drive? An idea about what?
WALTER: I don't know yet.
(across the street from the diner, Hoffman engages an officer behind the police barricade)
ALFRED HOFFMAN: Excuse me, officer. That man over there. He's named Bischoff.
POLICE OFFICER: You mean Doctor Bishop.
ALFRED HOFFMAN: Doctor Bishop.
POLICE OFFICER: Did you need something?
ALFRED HOFFMAN: No, I'm just trying to place him. He looks just like his father. (wry smile)
Walter's Lab - Family History Lesson
WALTER: (to Olivia as she returns) Oh! Is that the teacup?
OLIVIA: Yeah. But, uh, they could only pull a partial print, so no good to run through any databases.
WALTER: Oh. That's unfortunate. But you are just in time.
OLIVIA: Just in time for what?
PETER: Show and tell, apparently.
WALTER: (claps hands and starts to brief to an image on a large display) This is a molecular model of the
toxin. This blue portion, that's the deadly part. This red part, that... that's the targeted group. Um, in the first
instance, the Staller family -- Agent Farnsworth? And in this instance, people with brown eyes.
OLIVIA: Because he can program the toxin to target whatever group he wants.
WALTER: Any group with – common physical characteristics or genetic similarities, yes. Um, tall people,
short people, fat people, skinny people, black people, brown people, or white people --
PETER: Hey, Walter. We get it.
WALTER: Oh... well, anyway, whoever created this was apparently proud of his work. Although I don't
know why he should be, I mean -- apart from the genetic targeting, the toxin itself is quite rudimentary. It's
a blend of chromium trioxide and hydrogen cyanide.
PETER: Chromium trioxide? That's highly regulated. If this guy was buying it in any quantity...
OLIVIA: Astrid, can you --
ASTRID: (as she heads to her workstation) Dig up any companies that deal with chromium trioxide.
OLIVIA: So, Walter, what were you saying about him being proud of his work?
WALTER: Ah. See this? (points to a small pigtail feature on the molecular map) That's a carbon chain. It's
inert. It's the signature of the creator. Some chemists spell out their initials in molecules. Others create a
OLIVIA: Are you saying that we may be able to identify whoever made this?
WALTER: (takes a closer look) Well, yes, but this could be anybody's. Well, it looks like a stylized "S", or
a snake.
PETER: Actually... looks more like a seahorse to me.
WALTER: Heh, heh, a sea horse. I suppose it could --
OLIVIA: What is it?
WALTER: (seriously concerned) Das Seepferdchen. The seahorse. I know who created this toxin.
PETER: Hey, Walter. Wait, Walter... what's going on? (chase his father into his office)
WALTER: They called him "the seahorse" because he was a great swimmer.
PETER: Okay, good for him. But who is he?
WALTER: My father. (looks around his desk) Doctor Robert Bishop.
PETER: Wait, wait, wait, your father?
WALTER: I told you these were Nazi experiments. My father was a scientific pioneer at the University of
Berlin. (hands large box to Peter)
PETER: Yes, I know, who came here in 1933, which is long before the Nazis ever took power.
WALTER: It was 1943. Given the nature of his work, I fudged the date a little.
PETER: Walter, what are you telling me? That my grandfather was a Nazi? (carries box out)
WALTER: Technically, yes. Actually... he worked as a spy for the Allies, sabotaging German research and
-- and smuggling scientific information to the Americans. I... I knew I recognized the experiment. I must
have seen the formula in one of my father's books. (carrying more boxes)
OLIVIA: Walter, are you saying that you think your father helped develop the formula for this toxin?
WALTER: It would seem so. (starts searching books from the boxes) But of course, at the time, it was just
theoretical. DNA itself was theoretical. That formula has to be here somewhere. These are all of my father's
favorite books, first editions of Goethe, Thomas Mann--
PETER: And you're sure that all those notes were hidden inside of German novels?
WALTER: Oh, yes. Yes, it was the only way he could smuggle them out of Germany when he left.
PETER: You're not gonna find those books in there. (boxes)
WALTER: Oh, no, no. They will be here. These are all the books in my library.
PETER: No, they won't. (stops the box search) Walter. They're not in there. I sold those books. All of them.
About ten years ago. (regretful)
WALTER: You sold them. Why?
PETER: I needed money.
WALTER: Money? They were my books. (growing anger) He left them to me. He knew how dangerous
they were.
PETER: The odds that this case has anything to do with your father's work --
WALTER: (snapping) The very thing that he was trying to stop, you put back into the world.
PETER: We don't know that for sure.
WALTER: Yes, we do! Of course we do. How else would whoever is doing this have gotten hold of the
formula? And because I failed to protect it, my father's work is killing people. (very diasappointed)
(later, in the shadows of Walter's residence, Alfred Hoffman helps himself to an apple... and Walter's
Markham's Books - Bishop's Notes
BROYLES: (on phone from office) So the killer is using a toxin based on a formula created by Doctor
Bishop's father?
PETER: (on speaker phone from car) Just another skeleton in the Bishop family closet. It's in a book I sold.
(exits vehicle for the store)
OLIVIA: (grabs phone and exits car) So the formula is very complex. We believe that the killer must have
found it in one of the books. If we can trace the books, then hopefully we can find him.
BROYLES: Then do it. Quickly.
OLIVIA: Okay. (hangs up phone)
PETER: We'll find those books. (enters store)
EDWARD MARKHAM: (climbing down from ladder) Come on, Bishop! You sold me those books, like,
ten years ago. How am I supposed to know where they are now?
PETER: Because, Markham, you're exactly the kind of fastidious packrat who keeps a handwritten log of
every book he's ever sold.
EDWARD MARKHAM: Such a way with words. (approaches counter) How is it that a beautiful lady like
you is stuck with this guy?
OLIVIA: Uh, it's my job.
EDWARD MARKHAM: Well, I got plenty of books on how to rethink your career. What color is your
parachute?... Do what you are...
PETER: That's thoughtful of you. I really need you to find out who it was who bought those books.
OLIVIA: Whoever did may be in the midst of a killing spree.
EDWARD MARKHAM: Hmm, sounds serious. Give me a minute, I'll see what I can find.
PETER: What?
OLIVIA: You didn't really sell Walter's books for money, did you? Walter's got heaps of valuable stuff.
Why did you just sell his books?
PETER: It was a long time ago. Walter was still in St. Claire, so I wasn't exactly very fond of him at the
time. (rueful) Those books were amongst his favorite possessions. And no, to answer your question, I'm not
proud of it.
EDWARD MARKHAM: They were sold last year. (returns with sales info) The name I got is Eric Franko.
Lives over in Kendall Square. He struck me as a real weirdo.
PETER: Coming from you, that's saying something. I owe you one.
Kendall Square - Meeting Franko
(Hoffman is busy in his lab with a small aluminum cannister. Peter and Olivia approach Franko's home and
knock on the door)
OLIVIA: (after flashing a light in the dark front window) Doesn't look like he's here.
PETER: Well, why don't we just poke around for a bit? (starts to pick lock)
OLIVIA: (Olivia leads in with pistol drawn to a room full of fascist memorabilia and art work. Franco
startles the two as he walks in via a side door) Freeze! FBI! Get down on your knees.
ERIC FRANKO: (drops to knees, hands raised) Don't shoot me. Please don't shoot me. (later, explaining
calmly) I'm not a Nazi. I'm an artist. It's about the banality of evil, uh, like the Nuremberg trials showing
history's tyrants as these regular schmucks.
PETER: That is deep. Where are the books you bought from Markham? The German novels.
ERIC FRANKO: The ones with all the creepy stuff inside. The Alice in Wonderland meets the, uh -- the
evil Nazi experiment? Well, you're looking at one of them. (points to modern art piece) Uh, so what do
those books have to do with the FBI?
PETER: It's a long story.
OLIVIA: So none of these have ever been displayed. You're the only person who's ever seen them.
ERIC FRANKO: Sadly, the, uh, contemporary art scene has yet to, um -- fully recognize my particular
PETER: I'd like to get these books back -- or what's left of them. I'll pay you whatever you had to pay for
ERIC FRANKO: Yeah, yeah. Sure, sure, uh... It's gonna take me a while to, uh, dig them all up, uh... but
you should also know the collage is for sale. (after getting called on his bluff) Or I could donate it.
Walter's Lab - DNA Ideas
WALTER: Your grandfather was a fan of modern art. (image of fascist dictator) But I don't think he would
have appreciated this.
PETER: I'm sorry, Walter.
WALTER: Apology not accepted. (sits to study the image) Of course, this means the perpetrator didn't get
the formula from the books.
OLIVIA: No, we don't see how he could have.
WALTER: Then how on Earth did he recreate the formula using my father's signature, no less?
ASTRID: (returns from side office) No match on the killer's DNA, Walter.
WALTER: Great. More bad news.
OLIVIA: Wait, I don't understand. His DNA? Where did you get his DNA?
ASTRID: Doctor Bishop was able to get some from the partial fingerprints – from the skin cells in the oil.
That's pretty amazing.
WALTER: Not my best work, I'm afraid. The telomere degradation suggested that the man was over a
hundred years old, which is fascinating, but not a likely possibility.
PETER: Hey, Walter, you said this toxin could be programmed to target any genetic trait, right?
PETER: Well, could it be programmed to target more than one? Say, green eyes and brown hair at the same
WALTER: Yes, I suppose it could.
OLIVIA: What are you thinking?
PETER: Das Herrenvolk. The master race. The Nazis' ultimate goal. The purification of the German people
and the white race.
OLIVIA: So Nazi science for a Nazi agenda.
PETER: All of Hitler's dreams in one little toxin.
Boston Back Alley - New Test
(Hoffman walks alone into a dark back alley with a small paper bag in his hand. several trash can fires burn
and he is approached by a surly resident when as he squats to empty the paper bag)
ALLEY DWELLER: Hey! What are you doing there?
ALFRED HOFFMAN: I'm conducting a test.. to monitor the dispersion rate of my experiment. Please... you
can watch.
(Hoffman lights the cannister he has placed on the ground, and after a few seconds, a large white plume of
smoke explodes into the enclosed area. the local man is dead. he dog is unhappy)
Walter's Lab - A Lead
PETER: Walter. What are you doing to those rats?
WALTER: Killing them. Well, hopefully only the white ones.
ASTRID: I thought you were trying to block the toxin.
WALTER: I am. But I have to replicate it before I can figure out how to stop it.
OLIVIA: (enters from a side door) Uh, Astrid couldn't find any companies that purchased chromium
trioxide within the past six months. But our EPA contact suggested we search for sodium chromate?
WALTER: Of course. It's a sister compound. You treat it with sulphuric acid, you get chromium trioxide.
OLIVIA: Okay, well, here are three local buyers. (puts list out for Walter to read) Do you recognize any of
WALTER: Those two -- pharmaceutical companies. This one I've never heard of. (points finger at a
Hoffman Biological address)
PETER: (reading from list) Shipping address is 3340 Eastham Road. Newton, Mass? That's a residential
OLIVIA: (dials out on cell phone) Uh, sir? It's Dunham. Uh, I think we have a location.
Hoffman Lab - Criminal Escape
(Hoffman sits in his lab, listening to classical music, and works at preparing a fraudulent identification
badge. in the roadway in front of his house, vehicles arrive and a tactical raiding team enters the house with
chemical warfare protection masks donned. the science team follow them in. inside, Hoffman hears the
commotion from his laboratory in the basement. )
OLIVIA: Are we clear, Agent Doble?
AGENT DOBLE: (testing the air and removing his mask) The air is safe.
RAIDING OFFICER: We're good! All clear!
(in the basement, Hoffman gathers a box with his weapons, prepares to depart, and heat a beaker on the
stove as he departs. Olivia notices a utility room upstairs and discovers a hidden passage to the basement.
the team descends to investigate)
PETER: Makes your lab look downright homey.
WALTER: (removing vials from a refrigeration display case) Schwarzes haut, braunes haut, grune augen...
PETER: ...genetic traits. Eye color, hair color, skin tone -- It's the works.
WALTER: Creating the master race by process of elimination.
OLIVIA: Guys? I think I found something. (finds unused facial images) Looks like he was making some
kind of I.D.
PETER: (from a nearby counter) Walter, this is your sweater. Walter? (as his father starts choking) Walter!
Oh, Walter.
OLIVIA: (knocks over the heated beaker to stop the attack against Walter) Get him out of here! We need
some help downstairs! We need that oxygen, now!
WALTER: Oxygen...
PETER: Yeah. Breathe... Just breathe, Walter. Breathe. Breathe.
(Hoffman waits patiently in line with reporting wait staff at the Performing Arts Center)
OLIVIA: Walter, how are you feeling?
WALTER: You got me out just in time. (breathing normally) I'd like my sweater back.
PETER: We'll work on that, Walter.
OLIVIA: Walter, why did he go after you?
WALTER: I don't know. Perhaps he knew my father betrayed the Nazis.
PETER: Were you able to get that photo to Broyles?
OLIVIA: Yeah. He's sending it out wide. I also found this. (hands him a plastic badge protector with a faint
image on it)
PETER: I know that logo.
Arts Center - Criminal Infiltration
SECURITY SCREENER: I have to check the contents of the box.
ALFRED HOFFMAN: (holds out badge for inspection) Of course. (stands still for magnetic wand
SECURITY SCREENER: (after inspecting the cardboard box full of Sterno-style containers) Alright, go
Arts Center - Intercepting Hoffman
OLIVIA: (en route, talking on speaker phone as she drives) It's the annual World Tolerance Conference at
the Boston Center for Performing Arts.
BROYLES: (on phone at office) Do you know who he's planning to target?
PETER: (speaker phone) No, with that broad a spectrum of genetic markers, the target group could be
BROYLES: We need to evacuate the building. I'll call the Head of Security. But there are any number of
foreign dignitaries at that conference, so we need to follow protocol. That'll take time.
PETER: We may not have it.
(Walter has lingered in Hoffman's makeshift lab with a technician. he finds an old sweater on the floor,
picks it up and studies hit. he lifts his mask and tests the air. he notices a device on the shelf and takes it
with him, along with the sweater)
CONFERENCE SPEAKER: (before the assembled guests at the Arts Cneter) There are many difficulties,
but we must continue to confront discrimination and uphold the rights of the oppressed. The theme of this
year's conference, Individual and Cultural Rights, was not chosen lightly. (dressed in wait staff attire,
Hoffman moves between the warming trays, placing his toxin laced cannisters below them as he goes) This
organization has a proud tradition of upholding both human rights and cultural diversity. Yet these goals, at
times, may appear difficult. Together, we are committed to the promotion of tolerance.
ASTRID: (joins Walter at the lab while he experiments with the things he gathered from Hoffman's lab)
Walter? Whenever you're ready, I'll... take you home.
WALTER: No. I want you to take me to the Performing Arts Center. (pours a light blue liquid into a test
tube) I can stop this.
OLIVIA: (entering the Arts Center) Okay. (briefs the awaiting forces) We're looking for the man, or the
PETER: A candle, a coffee urn...
OLIVIA: (flashes badge to security) FBI. (to investigators) So... now, remember, he could be anywhere --
On the floor, on the balconies... anywhere. (on tactical radio after they spilt-up) Peter, there's a candle on
every table.
PETER: (on radio) I know. They've been burning for so long. There's no victims. He must be using
something more potent.
ASTRID: (to Walter as they arrive at the Arts Center and he heads in the wrong direction) Walter, the
conference is this way.
WALTER: (continues where he was going to go) No, Astrid. We need to take the higher ground. (she
follows him upstairs)
CANTRELL: (over radio) This is Cantrell in the north-west corner. I've got nothing.
OLIVIA: (over radio) Nothing here, either. Keep circulating.
CONFERENCE SPEAKER: (continues as law enforcement searches calmly) ... a difference of values, of
religions, and of lifestyles. We must take great care, lest our advocacy become its own form of oppression,
one that unjustifiably takes sides. (Hoffman smiles as he drifts among the attendees)
PETER: (on radio) Olivia, I'm in the bar. It could be anything back here. Candles, coffee pots -- It's a
disaster. (sees something) Hold on a second.
OLIVIA: Peter? (hurries to find him)
PETER: Whoa! (as he intercepts a wait person lighting a warming tray candle) Let's hold off on those for
one second. (to Olivia as he removes the candle from under the tray) I think I got it.
CONFERENCE SPEAKER: (continues aware of security concerns) ... we are united by a common --
(interrupted by loud coughing)
OLIVIA: (rushing to the sound) Where's the victim? FBI.
PETER: Everybody, move!
OLIVIA: Please. Make room! Make room.
PETER: I said move! Get outta my way! I need a paramedic!
ALFRED HOFFMAN: (laying on the ground, gasping for life) Bischoff! Traitor! (Walter stands defiantly
on the balcony above with the device from Hoffman's lab)
Arts Center - Aftermath
BROYLES: Doctor Bishop.
WALTER: Yes, Agent Broyles?
BROYLES: What you did tonight...
WALTER: ... was to use the killer's DNA to target him and only him using his own toxin. If you plan to
press charges, then so be it. But I don't regret what I did.
BROYLES: (sternly) Good night, Doctor Bishop. (walks off)
WALTER: Olivia... That man... (Hoffman) he -- he corrupted my father's work.
OLIVIA: I understand.
WALTER: No, no, it was more than that. You see, family is very important to me. There's nothing I
wouldn't do. (she walks away)
Bishop Residence - Family Ties
WALTER: (as Peter returns with a box of stored items) What's this?
PETER: It's a present. (placing box on desk) Your father's work. I had Franko give me everything that
wasn't totally destroyed.
WALTER: (starts to inspect the contents) Oh, look, Peter. It's your grandfather. (hands him photo)
PETER: Robert Bischoff?
WALTER: That was his name. He changed it when he came over here. Your mother always said that you
shared his noble brow. It's a pity you never got to know him. You two would have gotten along very well, I
PETER: (smiles. starts to leave room) You know, there is still one thing that doesn't make any sense. If the
formula for the toxin didn't come from your father's notes, how did this guy get it?
WALTER: Hmm. Perhaps there are some mysteries that are destined to remain unsolved. (earnestly) Thank
you for bringing these back. (an image of young Walter hangs on the wall with an older scientist standing in
the background)
Manhatan - Working Late
(a group of alternate universe business people work into the evening at Dodst & Rathje Architecture Ltd.)
PAULINE HESS: Hey. Thought you were getting out of here.
TED PRATCHET: Afraid not. It's gonna be a late one.
PAULINE HESS: Wait a second. Is that -- is that real coffee? Where did you get that?
TED PRATCHET: I don't know. I have my sources.
TED PRATCHET: I've got a cousin in Hawaii. She has a secret stash. She sends me stuff every - (building
shakes) - this is getting nuts. What is that, six since yesterday?
PAULINE HESS: Yeah, well, I'm from California, so I'm used to it, you know?
TED PRATCHET: But this is New York. Don't you think it's strange?
TED PRATCHET: What are they saying on the news?
PAULINE HESS: That they're just these little quakes, you know? Microquakes. Probably just some
byproduct of global warming. Well, see you tomorrow. Oh, and if you, uh, have any extra coffee... call me.
TED PRATCHET: Good night, Pauline.
(the building shakes harder, Ted covers his prized real coffee, car alarms sound outside, dust and debris fall
from the ceiling. his coffee spills onto a set of engineering plans to rebuild the New Pentagon Annex IV.
lights shatter. pipes erupt. all of the tremors stop. Ted recovers... pierced in the shoulder by a metal beam
and pinned to the floor. Ted is not in his universe anymore - he has collided with this universes' Ted. four
arms... four legs... the works)
Bishop Residence - Call To Duty
(2:03 AM and Peter wanders downstairs with the phone to his ear)
PETER: You've got to be kidding me.
OLIVIA: Congratulations, Mister Bishop. (on the phone, putting on her work shoes at her home) You've
just won an all-expense-paid trip to New York City.
PETER: I thought I told your people to take me off your contestant list. (pouring coffee in kitchen)
OLIVIA: Not according to our records. (putting on jacket) It says here that you're a fan of fine dining and
PETER: Do you have a supervisor? Anybody there I could complain to? This has to stop.
OLIVIA: Did I mention there's excitement?
PETER: (enter his fathers' sleeping area) Walter, wake up. We just won an all-expense-paid trip to New
York City.
WALTER: That's fantastic. (delighted at the good news) I've never won anything before.
Manhattan - Inspecting The Building
WALTER: (sitting in the back of the vehicle as they approach) An earthquake in Manhattan. It's possible,
but highly unlikely. Perhaps a small comet.
OLIVIA: Any witnesses?
BROYLES: (driving the vehicle) Witnesses outside felt the ground shake, but no one saw what happened.
OLIVIA: (after they park among the emergency vehicles and exit the car) What about the people inside?
BROYLES: Emergency Services secured this entrance into the building, scouring the place for survivors.
PETER: How many did they find?
OLIVIA: (staring up at the exterior of the five-story brick building) It looks...
WALTER: ...rearranged. Extraordinary.
OLIVIA: (after entering and searching with flashlights, two faces fused together) Oh, my God.
BROYLES: I don't suppose you have any idea what could have caused this?
WALTER: Quantum tectonic event would be my guess. Until now, this phenomenon has just been
BROYLES: A quantum tectonic event?
WALTER: Well, yes. Imagine a sudden momentary disturbance at a subatomic level. The energy disperses
the atoms, literally tearing the very fabric of reality itself.
PETER: Meaning that all the atoms come apart, but when they reassemble, they come together all wrong.
OLIVIA: So what are the odds of something like this occurring naturally?
WALTER: Oh, it's possible. But if so, God has a far more disturbed sense of humor then even I could have
FIREFIGHTER: We've got a survivor.
PARAMEDIC #1: Third floor! Let's move!
(all personnel race up the stairwell, passing mangled corpses as they go)
PARAMEDIC #1: He says his name is Ted Prachet.
TED PRATCHET: Help, please.
PARAMEDIC #1: (to the man impaled by a metal beam) Hold still, sir. It's important you try not to move,
TED PRATCHET: Please help.
PARAMEDIC #1: I don't know if we can cut him loose from that beam. He might not survive.
TED PRATCHET: Call my wife. Someone please call my wife. I just want to hear her voice.
BROYLES: Mister Pratchet, I'm Special Agent Broyles with the FBI. This is Agent Dunham. We're going
to do everything we can to find your wife and get you out of here safely. (to Olivia) I'll call this in.
OLIVIA: Mister Pratchet, it would help us a lot if you could describe what happened here.
TED PRATCHET: Tremors. Just like the other ones. Then a really big one that just kept getting worse.
(struggling) I'm so thirsty.
PARAMEDIC #2: He can't drink anything. Maybe some ice, but no liquids.
PETER: I'm on it. (as Walter examines the damaged artwork on the wall)
OLIVIA: Mister Pratchet, did anything unusual happen before the disaster? Maybe someone in the building
who shouldn't have been here.
TED PRATCHET: No. Just the same things everyone saw. Yesterday, the dogs all started howling. Then all
those little tremors. The microquakes.
PETER: Did you hear about any tremors in New York? (as Walter examines a blueprint for the New
Pentagon Annex)
BROYLES: (returning to Olivia) Ted Pratchet doesn't have a wife, and it appears he never did.
OLIVIA: Makes sense. Trauma from his injuries. He must be delirious.
WALTER: I don't think so. (to Paramedic) Excuse me, Miss. Thank you. Thank you. (to Prachet) Sir... what
year is it?
TED PRATCHET: Two thousand ten.
WALTER: Good. Good.
OLIVIA: (warning) Walter...
WALTER: And who is The President?
TED PRATCHET: President Obama.
WALTER: Mm-hmm. Good. Good. Good, good. Now, I'm sorry to do this --
PETER: (intervening) Walter. Hey, Walter. What's the point of this?
WALTER: (cautioning) Peter. (to Pratchet) I'm sorry about this, but it is very important. On September the
eleventh, when the terrorists struck, which buildings did they attack?
TED PRATCHET: The Pentagon.
WALTER: Uh-huh. And...
TED PRATCHET: (dying words) The White House.
WALTER: I think I know what happened here.
OLIVIA: (moving lump under Pratchet's shirt) Walter, what is that?
(opens the shirt and sees the face of Ted Pratchet from Manhattan as it gasps for air and dies)
WALTER: (after closing two sets of eyelids) My theory was wrong. This wasn't a quantum event at all.
We're standing in two buildings. One of which comes from the alternate universe.
Manhattan - After Daybreak
WALTER: (standing outside the damaged structure) I've asked them to send Mister Pratchet's bodies back
to the lab. Maybe they'll provide some insight into how this thing happened.
OLIVIA: I already know how this happened.
OLIVIA: Two universes colliding. This is what William Bell warned me about. He said that Newton would
try to open a doorway from our universe to the other side and that when it happened this would be the
PETER: Two objects trying to occupy the same space at the same time.
OLIVIA: This was Newton. I'm sure of it. He was here.
Walter's Lab - Autopsy
ASTRID: Walter, I don't think I can do this. I've seen some pretty disturbing things in my time working
with you, and I think I've handled them pretty well, but this... I can't do.
WALTER: Awful, isn't it? Those boxes over there have evidence from the building. You can go through
ASTRID: Thank you. Alright, so what am I looking for?
WALTER: Anything that looks like it doesn't belong.
ASTRID: Okay. I think this qualifies. Richard Nixon on a silver dollar.
WALTER: That's disturbing.
ASTRID: So when you separate them, Walter, how are you going to tell them apart?
WALTER: Mister Pratchet from over there was married. He was wearing a wedding ring.
ASTRID: So as far as his wife will ever know, he just disappeared? That is so sad.
WALTER: Yes, it is.
ASTRID: Wow. Look at this. It's a double-decker car. Does this mean that they drive these over there?
WALTER: I suppose so.
WALTER: I know what Newton did. And I'm afraid I've just remembered what's going to happen next.
Federal Building - Security Camera
OLIVIA: Newton. He was there. This was taken two hours before the incident. He and his men disguised
themselves as a construction crew.
BROYLES: So how do we find him?
OLIVIA: We're running down VIN numbers. We're looking into equipment rental, but I would like to take a
crew back to New York.
PETER: It's Walter. Hey.
WALTER: Peter, I need you back at the lab. Agent Dunham as well.
PETER: Walter, we're right in the middle of something.
WALTER: Don't argue with me, son. Get back here now, both of you.
Walter's Lab - Scrap Book
PETER: That is what's so important?
WALTER: This happened almost twenty-five years ago right here on campus.
PETER: I know. I've heard this story before. M.I.T. students fused a car to the statue of John Harvard. It
was a prank. They had to cut the car away. They never figured out how they did it.
OLIVIA: This wasn't M.I.T. students, was it? This was one of your experiments?
WALTER: When Belly and I first tried to generate a stable door between universes, our first test subject
was a car -- Belly's old Monte Carlo -- and it did not go well.
PETER: First times are always sloppy.
WALTER: It wasn't our first time. Eleven minutes after we successfully made the car disappear, this car
appeared from another reality.
PETER: How do you know that wasn't just pulled from down the block?
WALTER: It was in 1986. The car had a CD player. It wasn't an option at the time.
OLIVIA: Okay, assuming what you're saying is true, why? I mean, how did the car appear?
WALTER: The universe seeks balance. We sent a car over there, so a car of equal mass came back. Now, a
building from the other side appeared here. The laws of physics demand both sides of the equation balance.
I calculate that a building from this side will be pulled over there, inhabitants and all... within the next... just
under 35 hours.
OLIVIA: Okay, so how do we stop it?
WALTER: That's the thing, Agent Dunham. We can't.
OLIVIA: Okay, then we need to evacuate the building. So how do we identify which building it's going to
WALTER: Well, the one thing that Belly and I learned from our experience is that when objects from the
other universe cross to our side, they have an energy. Someone once described it as a glimmer. I believe that
in the moments before the event when the fabric of the two universes is rubbing together, that the building
on this side will begin to take on that glimmer.
PETER: So then we'd be able to see it?
WALTER: Well, unfortunately, no. It's not visible to the human eye.
PETER: Then how the hell are we going to find it, Walter?
WALTER: We can't, Peter! But you can, Agent Dunham.
OLIVIA: How can I see it?
WALTER: Because you saw it once before.
Walter's Lab - The Glimmer
OLIVIA: Walter, when did I see things from the other side?
WALTER: Twenty-six years ago when you were a little girl. The Cortexiphan Trials. As I've said, the drug
worked on perception. Of the thirty children that William Bell and I experimented on, you were the first
with the ability to identify things from the other side. We gave you the ability.
PETER: Walter, you were conducting illegal drug trials on children. Don't make that sound like charity
OLIVIA: Was it me who described it as a glimmer? Well, I can't see it anymore.
WALTER: Because I believe you stopped wanting to. When you did, there were consequences, but I was
able to elicit the ability once. I believe I may be able to do it again.
PETER: Don't be ridiculous. You're not experimenting on Olivia, and besides...
OLIVIA: ...Okay, I'll do it.
PETER: Olivia!
OLIVIA: We don't have time, so just tell me what it is I need to do.
WALTER: First, I need a plane. I need to go to Jacksonville to the lab where Belly and I first conducted the
Cortexiphan Trials. It's a daycare center you attended as a child. I should be able to recreate the procedure
PETER: Walter, Jacksonville's a thousand miles away.
WALTER: It's a thousand sixteen to be exact, not counting the trip to the airport.
PETER: Look, Walter, I'm sure whatever you need, we can get it here.
WALTER: What I need is in Jacksonville! Jacksonville is where the process worked. If I am able to do it
again, it has to be there.
Federal Building - Supervisor Approval
BROYLES: A building in Manhattan is just going to disappear?
OLIVIA: Yes, that's what Walter believes.
BROYLES: What makes him think whatever he needs to trigger this ability of yours is still inside the
facility in Jacksonville?
OLIVIA: When William Bell founded Massive Dynamic, he bought the building and the entire military
base it was sitting on from the government. He shut it down and closed it off. I believe that everything is
still inside.
BROYLES: And you're sure you want to do this? Submit yourself to Doctor Bishop's experiments?
OLIVIA: I don't see another choice.
BROYLES: Then how can I help?
OLIVIA: The events that Ted Pratchet said led up to the incident -- the dogs howling, the small earthquakes
-- Walter thinks that they will likely occur again and that we can use them to infer when it's about to
BROYLES: I'll contact Nina Sharp, ask to her to have Massive Dynamic enlist their Geologic Division to
track any seismic activity.
OLIVIA: Thank you.
BROYLES: And Dunham... stay in touch.
OLIVIA: I will.
Jacksonville - Daycare Center
WALTER: Five... twenty... ten... I always use the same combination, though I can't remember the
significance. Come. Do you see anything?
OLIVIA: Like what?
WALTER: Sixteen items in this room... are from the other side. Perhaps if you look a little closer. Come.
Go ahead.
OLIVIA: Nothing.
WALTER: Well... we should get started. I was hoping to avoid this.
OLIVIA: I have a freakishly good memory. I remember everything. But not this. There's just nothing that's
PETER: Maybe that's a good thing.
WALTER: You just about ready? You may want to change into something more comfortable. Perception is
largely an emotional response. How we feel... affects the way we see the world. And so Belly and I
reasoned that extreme emotions would stimulate this perception, that acute feelings of fear and love or anger
would heighten the awareness. Open the mind, as it were. The drugs help, of course.
OLIVIA: Is that Cortexiphan?
WALTER: Start the I.V. drip, please, and lift up.
PETER: You sure you want to do this?
WALTER: Oh, wait! Right arm. No, left arm, left arm. When you're under, the drugs will generate an
obstacle. I can't tell you what it will be. It will be uniquely yours. Do you understand?
OLIVIA: I think so.
WALTER: It will make more sense when you're under. The point is this. That facing that obstacle will
elevate your emotional state. Much as running on a treadmill will elevate your heartbeat. And then when
I've got you to the proper level, well, then I'll pull you out, okay?
OLIVIA: I am singing in the rain.
WALTER: Oh. The drugs are working fast. Perhaps it was the right arm.
PETER: What?
WALTER: She'll be fine, Peter. Peter... would you turn that around? Thank you. Olivia, I want you to open
your eyes. Olivia, can you hear me? If you can hear me, open your eyes. Where are you?
OLIVIA: I'm in a forest. I can see very tall trees.
WALTER: That's good. That's good, Olivia. Theta rhythms are normal. Stable neocortex active. It's
OLIVIA: There's someone else here.
PETER: Is she alright?
WALTER: No, but she's not supposed to be. In my bag, Peter.
PETER: Yeah?
WALTER: The pretzels.
PETER: Pretzels.
OLIVIA: Hey. It's alright.
YOUNG OLIVIA: Please. I don't want to do this anymore.
OLIVIA: You don't have to do anything that you don't want to do. You don't have to do anything that you
don't want to do. Wait! Hey!
PETER: Walter?
WALTER: Shh. She's close.
OLIVIA: Wait, wait, wait, wait, wait! It's okay. Shh. Shh. Shh.
YOUNG OLIVIA: Please. Make them stop. Please make them stop it.
OLIVIA: It's okay. I'm here now. Nothing can hurt you. It's okay. That's better. What's your name?
WALTER: Good news. It worked.
OLIVIA: What the hell is wrong with you? You did this to little children?
WALTER: We should get to work.
Jacksonville - Daycare (cont.)
WALTER: Anything?
OLIVIA: Nothing. Now what? Should we find some more kids to scare?
WALTER: I have no idea.
NINA: Phillip, it's me.
OLIVIA: (answers cell phone) Dunham.
BROYLES: It started.
WILLIAM BELL: Is she okay?
WOMAN: She's fine.
WILLIAM BELL: Hell, do we know what triggered it?
WALTER: (on video) Obviously she was upset, William. It's okay. It's alright, Olive.
OLIVIA: That's me. What happened?
WALTER: This was the first time you saw the other side. You were frightened. Started a fire with your
mind. It should have worked. This is the very sort of thing that William and I were preparing for.
OLIVIA: You abused us, Walter -- me and those other children.
WALTER: No, we -- we were trying to help you. We were trying to make you more than you were.
OLIVIA: Is that what you were doing? Or were you searching for answers to questions that you shouldn't
have been asking in the first place?
WALTER: I was a different man then.
OLIVIA: I was a defenseless child.
WALTER: Yes, you were. Yes, you were. Olivia, I think I'm starting to understand why the process didn't
work. You are different. You're not that frightened child anymore. I thought all we needed was a heightened
emotional response from you, but I was wrong. We needed a specific one. Fear. And you're not capable of
that anymore. Well, not like she was. What we did to you -- you found a way to protect yourself. You
channeled your fear into anger, which is why you are so good at your job. But if you want to save those
people, you have to find your way back to that scared little girl.
OLIVIA: And how do we do that?
WALTER: I don't know.
PETER: Hey. Is this a part of Walter's test? Are you alright?
OLIVIA: No. I'm not afraid of anything anymore.
Massive Dynamic - Nina's Office
NINA: Let me know if anything changes. Four tremors in the last two hours. Most recent measured two-
BROYLES: They're increasing in frequency.
OLIVIA: I'm sorry.
BROYLES: You didn't send that building over here.
PETER: So what's Plan 'B'?
BROYLES: We're compiling data. Trying to predict where the next incident will take place. Satellite
images, seismic activity, weather patterns.
PETER: You need a fresh set of eyes?
NINA: Yes. I'll take you to the lab.
BROYLES: We've still got time.
Massive Dynamic - Geologic Division
BRANDON: We've been plotting the epicenter of each microquake looking for some sort of pattern.
PETER: Can you regress any of the data points?
WALTER: It's a waste of time. Useless attempt to impose order on random, meaningless data. Tried the
same thing twenty-five years ago when the car came over, and tried to tell them why. Why there? Why'd it
land in the middle of the Quad? The answer is there was no answer.
PETER: Except mass. The two cars. You said they were the same mass.
BRANDON: Okay, you two have something going on? Do you want to fill me in?
PETER: Walter seems to think that the two universes have to be in balance. So a building from over there
travels over here. That means a building over here of exactly the same mass has to travel back.
BRANDON: Yeah, yeah, yeah. Raiders Of The Lost Ark. The bag of sand and the idol.
PETER: Not the metaphor I would have used, but, yes, exactly.
WALTER: Do you have a pencil?
BRANDON: I have a pen.
WALTER: I need satellite data and 3-D imagery to calculate the cubic feet. I'll also need a comprehensive
list of all building materials used during construction.
BRANDON: For every freestanding structure in New York City?
WALTER: Oh, I think we can rule out the Empire State Building.
OLIVIA: Hey, Peter. Anything?
PETER: Good news. We have a plan.
BRANDON: Okay, he can eliminate the three buildings in Tribeca, because they're way too big.
PETER: Are they lofts?
BRANDON: Yeah, why?
PETER: Lofts have no interior walls. Even though one of the buildings might be bigger, they could be the
same mass.
OLIVIA: Okay, well, the guys downstairs on the supercomputer are crunching numbers on the first six
buildings, but it's gonna take some time. What else can I do to help?
WALTER: It's time. It could happen any moment now. Olivia...
OLIVIA: many buildings are we down to?
BROYLES: A hundred and forty-seven buildings spread out all over Manhattan. Three hospitals, a cancer
treatment center, a nursing home.
OLIVIA: The NYPD and the Fire Ddepartment have a standing evacuation protocol. With our help, they
could clear most of those buildings...
BROYLES: ...the evacuation itself would kill a lot of these people. Not to mention cause a city-wide panic
that might kill thousands more. The largest building on this list has, what, five hundred people?
OLIVIA: So you think we should just let the building disappear? Let those people disappear?
BROYLES: There are times when the only choices you have left are bad ones.
PETER: Hey, I figured if I could shut down all the non-essential functions, I can make these things run
OLIVIA: It's too late. I failed. I failed and I'm supposed to be the one who can stop things like this.
PETER: Olivia. You... I've never met anyone who can do the things that you do.
OLIVIA: Peter. I'm scared.
PETER: Don't be. What?
OLIVIA: Peter, I'm scared.
Manhattan - Saving Souls
OLIVIA: (alone. driving quickly) was in the West Village, near the Hudson, I think. I couldn't see
exactly where.
PETER: Was it near the piers?
OLIVIA: Yeah, a couple of blocks from the river.
BROYLES: Were there any landmarks? Other buildings nearby there?
OLIVIA: Yeah, that new tower, the one near the elevated tracks.
BROYLES: The High Line.
WALTER: Still too many potential candidates.
PETER: Whoa! whoa! Hey, Olivia, we need you to narrow it down --
OLIVIA: I'm trying. Okay, I see it. It's on Washington.
WALTER: Peter, there was a hotel on Washington.
BROYLES: What do we have on Washington?
PETER: No, he's right. Brayson Place Hotel. 13th and Washington, number's right there.
BROYLES: Call Chief Solomon at the NYPD. Call the Fire Department, and -- hello, yes. This is Special
Agent Phillip Broyles with the FBI. You need to evacuate everyone from the building immediately.
OLIVIA: Is everybody out?
HOTEL MANAGER: I think so.
OLIVIA: I guess it's safe to say that you've got the rest of the night off work.
Federal Building - Aftermath
TV ANNOUNCER: ...not a single casualty when hundreds miraculously escaped what Federal authorities
an unscheduled controlled demolition at the Brayson Place Hotel...
OLIVIA: The conspiracy nuts are gonna have a field day.
BROYLES: You'd be surprised what you can make the General Public believe. You saved a lot of people.
OLIVIA: We all did.
BROYLES: Dunham... this ability you've demonstrated... what finally activated it?
OLIVIA: I think it was just time.
Bishop Residence - Evening Plans
PETER: Yeah, Monopoly is great. He loves the colored money. Okay. Thanks again. I'll see you soon. Hey,
Walter, that was Astrid. She's gonna come over and play some games with you.
WALTER: Oh... good. I hope she likes Monopoly. Where are you going?
PETER: Me? I'm going out for drinks.
WALTER: Oh, who are you drinking with?
PETER: Olivia.
WALTER: Agent Dunham? A date?
PETER: No, just drinks. Apparently, that's what normal people do. They go out for drinks. If you need to
reach me, I'll leave you the number of the restaurant right here, okay?
WALTER: She's here, Peter.
PETER: I know, I heard it too.
WALTER: Shall I get the door?
PETER: Absolutely not. In fact, it would be my preference if you could be someplace else all together.
WALTER: Oh... where?
PETER: Chicago?
PETER: Come on in. I know a great place. It's just a couple blocks away. I thought we'd walk.
WALTER: Agent Dunham.
PETER: I'll go get my coat.
WALTER: Olivia. Please don't tell him.
Army Research - 1985 New York City
WALTER: (briefing three Generals on his latest project) Our success thus far should serve as an example of
our ability to achieve that which most can't even imagine. What you must understand is that, as scientists,
we must embrace every possibility. No limitations. No boundaries. There is no reason for them.
Gentlemen... I would like you to take a look at this. (hands over for inspection a small cellular phone
inconsistent with 1985 technology) It's a mobile telephone. It can be made much smaller, I assure you.
GENERAL HAMES: Does this work?
WALTER: Not here, not yet. This phone is digital, not analog. It'll take us thirty years to get up to speed. I
didn't invent it. I wish I had.
GENERAL HAMES: Doctor Bishop, we were under the impression Doctor Bell would be here this
WALTER: I'm afraid that's not possible. Doctor Bell is in Europe. But I am here, so I can answer any
questions you may have.
GENERAL TONKS: Doctor Bishop. Is this Russian technology?
WALTER: It is not. It is quite American, but... it is technology from another universe. An alternate universe
just like ours... but more advanced in some areas.
GENERAL TONKS: Are you suggesting you somehow visited this alternate universe and acquired this
advanced technology?
WALTER: No. It is theoretically impossible to go there.
GENERAL TONKS: Then how did you come to possess this?
WALTER: I copied it. (continues his briefing on the roof of the tall building. The four men join Walter's
aide for a demonstration) For the last several years, William and I have been conducting various
experiments regarding this other universe. So based on our findings, we developed a window of sorts, a way
of looking into this neighboring world. And that is why we are asking for funding. This is my colleague,
Doctor Carla Warren.
CARLA WARREN: (as she prepares a clear, large flat screen device on a pedestal) Hello, sirs.
WALTER: (referring to the device) This window works by capturing errant photons from the universe
beside ours. The window essentially stretches the membrane between our worlds and allows us... to see
their image from our side.
GENERAL HAMES: You're gonna make some sort of alternate Manhattan appear?
WALTER: It's already there, General Hames. Doctor Warren. At all times, right in front of our eyes. We
just can't see it. (Carla activates the device and rotates it) I'm sure you know that the original purpose for the
so-called observation deck of the Empire State Building was to be a docking station... for Zeppelins, of
course. (a large airship approaches the building in the image of the alternate universe) Gentlemen, you are
looking through a window... into another world.
Olivia's Apartment - A Visitor
OLIVIA: (answers the late evening doorbell holding an adult beverage) Walter, what are you doing here?
WALTER: You left me no choice. You wouldn't answer your telephone, return my messages. I tried to
OLIVIA: I need time, okay? I don't even know... how to begin to work this out.
WALTER: I think I do. Please, Olivia, I need to explain. And if you wouldn't mind, I could use a sip of
something, myself. (inside, as Olivia pours his drink) Have you told Agent Broyles?
OLIVIA: No. But to be honest, that doesn't mean that I won't.
WALTER: I always knew that one day I'd have to pay the price for my deception.
OLIVIA: Well, we're not really sure what the cost is yet, are we?
WALTER: No. I suppose not. I invented this after William and I learned that we had doubles on the other
side. Or maybe it was before. I can't remember. It's a window to the other universe. I was a different man
then. I was going to change the world. But you see, after Peter became sick, none of that seemed to matter
anymore. The illness was genetic. Savage. Wasting. I tried everything. There was simply no hope. At least...
not on this side. But over there... they're more technologically advanced. If the alternate Peter was also sick
over there, then wouldn't his father be equally motivated to find a cure? He was. God help me... He was.
Walter's Lab - Observing 1985 Test
CARLA WARREN: (joins Walter as he views the alternate universe lab through the device) Any progress?
WALTER: He's synthesizing a new compound now. He's using cobalt and magnesium.
CARLA WARREN: Any idea yet how he's selecting the filtering compounds?
WALTER: Random, I think. Chance, fate, luck of the draw. I've given him a name, Carla.
WALTER: Walternate. (watches the experiment that is unfolding on the other side of the device) This is it.
This should be the reaction. (as it fails) No cure. (makes a notation on his marker board then thinks) Perhaps
with a higher iodine purification. (walks to his office to answer the phone) Walter Bishop.
WALTER: Elizabeth. (concerned) Is he...?
ELIZABETH BISHOP: ...yeah, no, he's -- he's fine. He's -- he's alright right now. But, um...
ELIZABETH BISHOP: I think you should come home now, Walter. I think it's time you came home.
WALTER: Okay. Okay.
Bishop Residence - 1985 Cambridge
ELIZABETH BISHOP: (sitting. distraught. to Walter after he enters the house) He looks worse. Keeps
asking for you. It's not like before.
WALTER: What is it like?
ELIZABETH BISHOP: It's different. He keeps saying he wants to talk to you. He says he's worried he
won't be able to. (as Walter plays quiet music on the phonograph) I just can't bear it when you're not here.
WALTER: You know what I'm doing. You know where I am twenty-four hours a day, seven days a week.
WALTER: I won't give up, Elizabeth. I can do this. I need you not to doubt me. (after joining Peter as the
boy rests in bed) You're supposed to be getting some rest, my son.
PETER: I've almost got it. (tries to master a manual dexterity trick with his favorite coin)
WALTER: Ooh. Let me show you. Now... Slowly... Watch... one finger at a time. (demonstrates the trick
perfectly) You show me. (hands the coin back. chuckles when Peter is successful) Very good.
PETER: I want you to have it, my lucky silver dollar, if I die.
WALTER: Peter...
PETER: It's okay. I'm not scared. (in quiet pain)
WALTER: Nothing's going to happen to you. I promise. You're going to be just fine. Okay? Now get some
PETER: Okay. Will you wake me for dinner? I don't wanna miss it.
WALTER: You're not gonna miss anything. (hugs Peter. then realizes Peter has just died in his arms)
A Somber Funeral
NINA: (after standing graveside with the Bishop's and Doctor Warren) You know how much William
wanted to be here. But with the meetings in Berlin... I don't need to tell you how important they are for both
of you. He wanted me to make sure that you know how terrible he feels.
WALTER: Yes. I understand. I'm glad you came.
Bishop Residence - Regrets
ELIZABETH BISHOP: We didn't give him a good life. We didn't. He practically never got out of the
WALTER: He was always too sick.
ELIZABETH BISHOP: He didn't go to a proper school. He didn't have any proper friends. He...He had no
family but us. We kept him so well, we never let anyone else get to know him.
WALTER: (sitting quietly) We did the best we could. We dealt with what we were given. He knew he was
loved. Didn't he? (inhales)
ELIZABETH BISHOP: (later that evening she is stirred from bed) Walter, what's wrong? You're cold. Have
you been outside?
WALTER: Come with me. (leads her to Peter's room)
ELIZABETH BISHOP: Walter, what is this? (whispering) How's this possible? (as she sees alternate
universe Peter in the imaging device) How are you doing this?
WALTER: What I've been working on, Elizabeth, it's a window to another universe. Like ours, but
ELIZABETH BISHOP: (sighs) Please. Please turn it back on again. Please turn it on. I want to see him
WALTER: Elizabeth, I am telling you this because I want you to know that somewhere Peter will grow up,
somewhere he will lead a proper life, somewhere he will be happy, but just not here. And we must take
comfort in this. And we must begin to move on.
Walter's Lab - A Breakthrough
WALTER: (having a drink and watching his alternate self work on the other side of the device) The
compounds you're using for the cure... Not random at all. You are very... very smart. (alternate Walter turns
to greet The Observer as he enters the lab) Yes! You did it! By God, you did it! (the cure succeeds,
unnoticed, then fails, during the distraction) No. No, no, y-- You had it, the cure. All you have to do is
stabilize the compound, and you can save him. You can save him. (distraught, Walter destroys the viewing
Observers Gather
DECEMBER: (as he exits a late afternoon matinee of a 1985 sci-fi movie in the alternate universe) Their
theories are fascinating.
AUGUST: They are not theories. They are entertainment.
THE OBSERVER: (waiting curside for the duo) I have made... a mistake.
DECEMBER: So I've heard. What were you doing in the lab?
THE OBSERVER: Doctor Bishop was on the verge of developing a cure for the boy. It was an important
moment. He discovered me. There was no other way to witness the moment.
AUGUST: You have changed the future. You have created a new set of probabilities.
THE OBSERVER: But you must agree the moment was significant. The boy is significant.
DECEMBER: You need to take action to restore balance.
AUGUST: (thinking ahead) You will have an opportunity to fix this. (walks off with his movie companion)
Walter's Lab - Replicating The Cure
CARLA WARREN: (walking in from outside) Walter?
WALTER: Doctor Warren.
CARLA WARREN: Have you been here all night?
WALTER: (looks up from his efforts) I've been working.
CARLA WARREN: Working on what?
CARLA WARREN: What is this?
WALTER: Walternate found a cure. He found a cure for Peter... and -- and it works, Carla. It's not too late.
I can save him.
CARLA WARREN: Walter, Peter is dead.
WALTER: I know. Of course I know that! I'm not talking about my Peter. I'm talking about the other Peter,
the one on the other side. He missed it. The other Walter. He--he missed it and, you know... It was right
there in front of him, and -- and he didn't see it. He was distracted by the man.
WALTER: The man in the lab. He was distracted. And -- and when he returned, the positive result had
failed, and so he moved on.
CARLA WARREN: Maybe he'll realize what he missed, and he'll go back.
WALTER: Carla, he is just... like... me. I wouldn't look back, and neither will he. He didn't see the
compound... (whispers) but I did. And I've reproduced it. It just needed... minor modification. And without
this, Peter will die. He'll die all over again. Which is why I have to go over there.
WALTER: The Casimir Effect should produce a thinner, more porous region of space-time. I only need to
affect the area for long enough to cross over to the other side with a vial of the cure. And -- and then, of
course, recreate the effect to cross back again.
CARLA WARREN: Walter, you're trying to create a wormhole into another universe?
WALTER: Yes! I think I just said that. Where's my map? When I looked into his room on the other side, I
saw that his mother had already packed his suitcase for our lake house, just like we do every year at this
time. That's where we need to find a location to set up.
CARLA WARREN: Walter, I'm sorry, but you can't.
WALTER: Yes. Yes, I think I can.
CARLA WARREN: No, Walter, I mean you can't. Shattering the wall between universes would rupture the
fundamental constants of nature.
WALTER: It's a theory. We don't know that to be true.
CARLA WARREN: It's a good theory. It is why we have been lying to the military, telling them it's
impossible. Walter, there has to be a line somewhere. There has to be a line we can't cross.
WALTER: I always considered you as a scientist, Doctor Warren... despite your personal needs for
religious claptrap. I see I was wrong.
CARLA WARREN: "I am become death, Destroyer of worlds."
WALTER: Don't you quote Oppenheimer to me.
CARLA WARREN: Knowledge cannot be pursued without morality.
WALTER: You sound like a pious sanctimonious Southern Preacher!
CARLA WARREN: I may go to church every Sunday, Walter, but I also have three degrees in theoretical
physics, and I am telling you you cannot do this. We both know the amount of energy required to create a
portal will forever ruin both universes. For the sake of one life, you will destroy the world. Some things are
not ours to tamper with. Some things are God's.
WALTER: My son is dying, Doctor Warren. I will not allow that to happen again. There's only room for
one God in this lab, and it's not yours. (points to Lake Reiden on the map) The lake. It's perfect. The water
will absorb the excess energy. And I won't be needing your assistance any further today, Doctor Warren.
WALTER: -- that will be all!
Elevator Lobby - Engaging Nina
NINA: Walter's always been like that. He often goes off on flights of fancy. But even if he was serious, the
design itself is decades beyond anything we could imagine.
CARLA WARREN: No. You don't understand. He already has the design. He's building it.
NINA: Oh. (dials out on her bulky 1985 cellular phone) Yes. Doctor Bell's room, please.
Reiden Lake - Portal Established
WALTER: (to himself, as he stops hauling his gear and surveys the frozen surface of the lake) Here. It will
do. (he proceeds to assemble his equipment and start a portable generator. he begins to initiate the portal,
checks the vial containing the cure for Peter, then notices he has company on the frozen lake) See you've
changed your mind, Carla. Good.
CARLA WARREN: I'm sorry, Walter. (about bringing Nina)
WALTER: You disappoint me, Doctor Warren. Go home, Nina. There's work to be done here.
NINA: Walter, don't do this.
WALTER: Oh, I'll be there and back before you know it.
NINA: That's not the point. We both know that there's more to it than that.
WALTER: (continues preparation) I don't mean to say that creating a doorway between universes is trivial.
I'm simply suggesting that--
NINA: Now if William were here--
WALTER: William were here? He'd be applauding.
NINA: Well, that's not true.
WALTER: No? Then why isn't he here?
NINA: I -- the funding, his schedule.
WALTER: Oh, he's in Europe chasing funding? Too busy to come and stop me from destroying the
universe? How many times have you rang him today? Once? Twenty? How many times has he returned
your call? You know how many times that William has encouraged me to take this very risk? To expedite
our espionage program? "why simply take a peek into the other universe, Walter, when you can go there?"
So up until now, he couldn't make me find a way to try to get there until I had to find a way.
NINA: No, I don't believe that.
WALTER: No, no, you wouldn't, because you don't understand him. Like everyone else, you're blinded by
the charming manner, the air of intelligence, the whole damn show. All William Bell ever cared about was
finding a way to increase the power and the wealth and the legend of William Bell.
NINA: Walter, regardless of what William wants, or who he is, I know why you're doing this. I understand.
You know how much Peter meant to me, and how difficult it will be for me to admit that he's gone. But...
this. This isn't the answer.
WALTER: No. (moves to activate the portal) I won't let him die again. (aas the portal is established
NINA: (tackles him as he starts to walk over to the other side) No! Walter! I won't let you do it! Walter!
WALTER: Oh! (on the frozen lake in the alternate universe. as the portal closes) Unh! Oh!
NINA: (on the frozen lake where she tried to stop Walter) Aah!
NINA: Help me! (as she watches her arm phase in and out of temporal focus after pulling it from the portal)
WALTER: Oh, no. (pulls the broken vial from his chest pocket) Oh, no. (runs from the lake)
Bishop Lake House
ELIZABETH BISHOP: Hey. You're supposed to be getting some rest.
YOUNG PETER: Look. (displays his manual dexterity exercise with his coin) I've almost got it.
ELIZABETH BISHOP: Okay, let's take a look. (watches, then shows him) Here, let's see, okay. It's like
this. Okay, slowly. One finger at a time. Okay? (returns the coin) Slowly. Two... Three. Good job. Okay.
Alright, love. (tucks him in) Now sleep, okay? Good night, sweetheart.
YOUNG PETER: I want you to have it.
YOUNG PETER: My lucky silver dollar.
YOUNG PETER: I want you to have it if I die.
ELIZABETH BISHOP: Sweetheart, well...
YOUNG PETER: It's okay. I'm not scared.
ELIZABETH BISHOP: Listen. Nothing is going to happen to you. I promise. You're gonna be fine. You
just need to get some rest now, okay?
ELIZABETH BISHOP: Alright. Okay, my love. (leaves and turns out the light)
(a short while later, Walter enters the darkened room)
WALTER: Hello, son.
YOUNG PETER: Dad? Are you alright?
WALTER: Yes. Yes.
ELIZABETH BISHOP: Baby, who you talking to? Walter? I -- what are you doing here? I thought you
were working late at Cambridge.
WALTER: I, uh--
ELIZABETH BISHOP: Walter, what are you wearing? Where did you get that coat?
WALTER: I think I found a cure.
WALTER: I think I found it, a cure for him.
ELIZABETH BISHOP: Are you certain?
WALTER: Yes, I believe so. I'll need to take him back to Cambridge to the lab. I need to leave now.
ELIZABETH BISHOP: Yes. Yeah, of course. Um, right, Peter, darling, get up. I'm going to get you
dressed. Darling, let's get you out of this. (gets the show on the road) Okay. Good boy. Okay, let's... there's a
good chap. Alright. Darling, we just have to go to daddy's work.
WALTER: Elizabeth?
WALTER: May I have a word, please?
ELIZABETH BISHOP: Yeah, of course. Put the gloves on. What is it?
WALTER: I think you should stay here.
WALTER: The cure, there's still testing to be done, and it could take all night to find the correct dosage.
ELIZABETH BISHOP: Well, I can pack a bag.
WALTER: No. No, you haven't slept in weeks. If it works, there could be many days and weeks of
recuperation. Peter will need you. He'll need you to be strong.
WALTER: Please, Liz. I need you not to doubt me.
ELIZABETH BISHOP: Okay. (resighed) Okay. (rejoins her son) Oh, God, he's burning up.
WALTER: We should leave.
ELIZABETH BISHOP: You take this for luck. I love you very much.
YOUNG PETER: I love you too, mom.
ELIZABETH BISHOP: I'm going to be waiting for you right here. Okay? Okay, go on. Gloves. (to Walter)
Bring him back to me.
WALTER: I promise.
Reiden Lake - Return Trip
WALTER: (walking across the frozen surface of the lake) Are you warm enough?
YOUNG PETER: I'm cold.
WALTER: Me too. Just a little farther.
YOUNG PETER: Where are we going? Why aren't we taking the car?
WALTER: We can't get where we're going in a car.
YOUNG PETER: You're not my father, are you?
WALTER: Of course I am. Who else would I be? I'm going to make you all better. (activates the portal
back to his universe) Hold on tight, son. (walks through and arrives back amid his equipment) We did it.
(the ice beneath them cracks and they fall into the frigid waters and sink)
Departing Reiden Lake
(losing their struggle for life in the cold water, the Bishops are joined by The Observer and plucked to
safety. Walter regains his focus as a passenger in his station-wagon, en route to his lab)
WALTER: (looks at Peter asleep under a blanket in the back seat) Is he okay?
WALTER/THE OBSERVER: (simultaneously) Who are you?
WALTER: You're the man I saw... in the lab...
WALTER/THE OBSERVER: (simultaneously) On the other side.
THE OBSERVER: Your friend and the one who was injured, they left to seek medical attention. He won't
live much longer. You must fix him. Your lab is six miles from here. Can you drive?
WALTER: I think so. (after The Observer pulls the vehicle to the side of the road) Why... why did you save
THE OBSERVER: The boy is important. He has to live. (exits the car)
Walter's Lab - Curing Peter
CARLA WARREN: I just got off with the hospital. Doctor Bell called in a team of specialists. He has some
thoughts on Nina's arm.
WALTER: Thank you for coming in to help with Peter, after all that happened.
CARLA WARREN: Of course, Walter. He looks better.
WALTER: Yes. He's getting his color back. Seems to be working.
CARLA WARREN: You're going to return him?
WALTER: Yes. Once he's stabilized.
CARLA WARREN: Good. I'd like to go now. (as she finds her way out)
WALTER: Of course. Thank you.
ELIZABETH BISHOP: Walter? (joining him in the lab) Love, you didn't come home last night. I was
worried about you. I thought... (sees Young Peter from the alternate universe on the table) How?
WALTER: He was dying, Elizabeth. This is the boy I showed you, the other Peter. It was the only way I
could save him.
ELIZABETH BISHOP: Oh. Oh, God. Oh, my baby. (overwhelmed) Oh, my baby.
WALTER: Elizabeth, don't. He's not ours. I have to take him back.
Olivia's Apartment - Confession Concluded
WALTER: (still sitting quietly with Olivia, finalizing his thoughts) ...and I realized at that moment that
despite what I'd promised, what I fully intended to do... that I could never take Peter back. The way she
looked at him, I saw in her what I feared most in myself when I saw him... that I couldn't lose him again. It
was the first hole, Olivia. The first breach. The first crack in a pattern of cracks, spaces between the worlds.
And it's my fault. You can't imagine what it's like to lose a child. (Olivia is left speechless by Walter's
Providence Cafe - Legal Consult
MIRANDA GREENE: (sitting with a potential client at a table) You sure you don't want some soup? Tea or
coffee? To warm you up?
JAMES HEATH: No, thank you. I have trouble keeping anything down. Your office told me how busy you
are. I really appreciate you coming.
MIRANDA GREENE: I'm sorry. I keep trying to remember you.
JAMES HEATH: I understand. It was a long time ago. We were just kids.
MIRANDA GREENE: So is that when you think you were exposed to something?
JAMES HEATH: I've seen about a half-dozen doctors, specialists. They think it's the only explanation that
makes sense.
MIRANDA GREENE: Well, maybe I can help you.
JAMES HEATH: Look, I'm grateful you're doing this, but that's not why I asked to see you. I wasn't
looking to make money.
MIRANDA GREENE: Of course. I understand. But if someone's responsible for your illness, my firm can
absolutely help --
JAMES HEATH: -- The last doctor I saw, he suggested that if I could find some of the other kids we went
to school with...
JAMES HEATH: If some of them have the same symptoms, it might help him identify what it is that's
making me sick.
MIRANDA GREENE: I'm sorry. I -- I really don't remember names. Uh, it's so long ago. You know what? I
do remember one boy. Um, Lloyd, um, Lloyd Becker. He made me eat a bug on the playground. I
remember him.
JAMES HEATH: Lloyd Becker?
JAMES HEATH: Sounds like a budding sociopath.
MIRANDA GREENE: (laughs) Yeah, right?
JAMES HEATH: I really appreciate you helping me out. (softly places his right hand on hers, in gratitude)
Providence Traffic - A Fatality
MIRANDA GREENE: (on cell phone to associate as she drives through midtown traffic) Neil Wilson. N-E-
I-L. Oh, and could you make an appointment with that oncologist over at Rhode Island General? You know,
the one who always calls me 'honey'.
ASSOCIATE: Was it Gorski?
ASSOCIATE: Doctor Gorlitsky?
MIRANDA GREENE: Gorlitsky. That's right.
ASSOCIATE: Gorlitsky. I'll call him right now.
MIRANDA GREENE: (stops at red traffic light) Alright, thanks. I should be back in twenty minutes. Bye.
(hangs-up, notices discoloration and lumps on her right wrist. keels forward in pain. light changes to green.
traffic honks) Ohh!!
CONCERNED DRIVER: (approaches on foot from stopped vehicle) Come on! Hey, what's going on in
there? Miss. You okay?
MIRANDA GREENE: Hel -- help me. (sits-up. face covered with carcinomas)
Bowling Alley - AM Therapy
OLIVIA: (unable to sleep, she hops out of bed and heads to the bowling alley for a friendly chat with the
owner. walking in to the quiet center, she finds him tucked under a pin-setting machine, trying to repair it)
SAM WEISS: (recognizing the voice) Is that you, Dunham? I thought you'd quit bowling, took up another
OLIVIA: It's been a while.
SAM WEISS: I see you're still not sleeping.
OLIVIA: Uh, not so much. No.
SAM WEISS: Can you pass me a nut?
OLIVIA: Yeah, sure. Which one?
SAM WEISS: Dealer's choice. (she hands him one from a large container) Perfect. What's on your mind?
OLIVIA: Well... after my car accident, you said that... I would experience things. I have.
SAM WEISS: You want a beer?
OLIVIA: Uh, it's 6:30 in the morning.
SAM WEISS: When you've been up all night, time is just a matter of semantics. (abandons his maintenance
effort and walks down the alley)
OLIVIA: No. Thanks.
SAM WEISS: So I suppose you're here to find out what happens next.
OLIVIA: Suppose I am.
SAM WEISS: I can't tell ya. You have officially gone beyond my field of expertise. But I believe I can tell
you why you're not sleeping. And it has nothing to do with your accident. You're a cop. And you must make
a dozen decisions a day, many of them life and death. One of them you're not happy about. You think you
did the wrong thing. I'm right, aren't I?
OLIVIA: Yeah. But it wasn't the job. Not exactly. I, uh... I agreed to keep a secret.
SAM WEISS: A secret.
OLIVIA: (answers cell phone) Dunham. (listens) Okay, I'm on my way.
SAM WEISS: It's a good thing you didn't take the beer.
OLIVIA: Yeah. I'll see you later.
SAM WEISS: Hey, Dunham. You're a good person. You know, one of the few I know. If you agreed to
keep this secret, I'm sure you had a good reason.
Providence Morgue - Cancer Detected
PETER: (walking in from the street) Killington? As in skiing?
WALTER: They just had a fresh snowfall.
PETER: I had no idea you were a skier.
WALTER: Oh, yes. I was quite a hotdogger. I remember there was this secret trail. They called it 'the
backside', but not for the reason you would think. It was a nude ski run. By the time you got down to the
bottom, your testicles would be in your mouth.
PETER: I'm sure Agent Dunham is very thankful for that image. Walter's advocating a father-son trip.
WALTER: (greets the awaiting Olivia) And I'm sure Agent Dunham is not interested in that. I understand
that Agent Broyles has a body for us to look at.
BROYLES: (as the team assembles in the examination lab) Her name is Miranda Greene. Thirty years old,
unmarried. She was an attorney. Lived here in Providence. EMT's responded to a 911 call phoned in by a
good samaritan. She was dead by the time they arrived. (as he interrupts an post-mortem examination in
progress) Doctor. This is Agent Olivia Dunham, this is Peter Bishop, and Doctor --
JOHN POTASH: Walter Bishop. (offers to shake hands) John Potash. I took your Advanced Biochem
Seminar, Doctor Bishop.
WALTER: Oh. Oh, I apologize. I remember I was a bit of a slave driver.
JOHN POTASH: You were. But also inspiring. The truth is I was considering changing majors, but you
encouraged me to stick with it and become a doctor. I never thought I'd get a chance to thank you. (to Peter)
Your father is a great man.
OLIVIA: Doctor, um, which one is Miranda Greene?
JOHN POTASH: Ah, um, right this way. (uncovers the corpse) I'm sorry. This might be a bit unpleasant.
WALTER: Ah. Epidermal blistering. Tissue necrosis. Symptomatic of cytotoxins. Could you get a sample
of this pus please, Peter?
PETER: I always get the good jobs.
BROYLES: (to Olivia) According to her co-workers, when she left for lunch, she was perfectly fine. She
hadn't mentioned any signs of illness. That was about two hours before the 911 call.
JOHN POTASH: Uh, I was considering that these are contact burns from some sort of synthetic chemical.
WALTER: No, these aren't chemical burns. They look more like malignant tumors.
WALTER: Sarcomas, to be exact.
JOHN POTASH: But that kind of cancer presents beneath the skin, not on the surface.
WALTER: Normally, yes. Do you have a black light?
JOHN POTASH: Yeah. Somewhere.
OLIVIA: What is it, Walter?
WALTER: I'm not sure. Cancers always start with a specific point of origin, and they spread from there,
so... Hmm? Ah. (accepts black light)
JOHN POTASH: Here you go.
WALTER: Agent Broyles, lights, please. (room goes dark and he begins to inspect with the light) Oh. The
cells near the point of origin of the cancer should show more progression, and hence refract a different
color. (focuses on the right wrist) Oh. Like that.
OLIVIA: It looks like...
WALTER: Huh. Indeed. Right hand, I'd say. Which indicates not only what killed this woman, but also
who. Of course, somehow we'll need to retrieve a print.
JOHN POTASH: Doctor Bishop, what you're suggesting is impossible -- that someone touched this woman
and gave her cancer?
WALTER: It seems you've forgotten my very first lesson, Doctor. When you open your mind to the
impossible, sometimes you find the truth.
Walter's Lab - Miranda's Autopsy
ASTRID: Uh, twenty-eight degrees Fahrenheit, and they're predicting snow next week.
WALTER: Hardly ideal beach weather.
ASTRID: Why are you going to Atlantic City?
WALTER: I was thinking of taking Peter there. Used to love saltwater taffy as a child.
ASTRID: So what are we looking for? Why are we cutting off this poor woman's arm?
WALTER: The handprint shows an extraordinary level of cellular detail. I'm hoping... hoping to be able to
remove the tumor, and... bake the skin, and... hopefully identify a fingerprint. Oh, and I'll need two hot
baths and an oven.
ASTRID: You really think someone may have touched her and given her cancer?
WALTER: Terrifying possibility, but a possibility nonetheless. Oh. We need glycerin, corn starch, and food
ASTRID: Food coloring?
WALTER: Well, not for her, but since we're baking, we may as well make some taffy. (continues sawing on
the corpse)
Law Offices - Miranda's Lawsuit
KEN MESSING: I've worked with Miranda for about seven years. She was fairly private, but if she was
sick, I think someone would know.
OLIVIA: So what sort of cases did Miranda usually work on, Mister Messing?
KEN MESSING: Mostly toxic tort litigation.
OLIVIA: Mm-hmm.
KEN MESSING: Class action stuff. Asbestos, lead poisoning. She had a real thing about protecting those
who couldn't protect themselves.
OLIVIA: (walks into Miranda's off) And is this what she was working on?
KEN MESSING: Yeah. She was prepping a case against INtREPUS Pharmaceuticals. Trial was supposed
to start next week.
PETER: Hmm. How much money was at stake in the trial?
KEN MESSING: North of eight figures. (thinks) Wait, are you suggesting that -- that someone did this to
her? I thought she contracted some kind of crazy disease.
OLIVIA: Well, we're not sure, but we like to be thorough. Can we take her files on the INtREPUS Case?
KEN MESSING: Uh, of course. Yeah.
PETER: Miss Greene had a bunch of meetings scheduled for yesterday. Do you recognize any of those
KEN MESSING: First two are deposition prep. I don't recognize the third one.
PETER: Neil Wilson. She was supposed to meet him about an hour before she died.
Returning To Boston - Brainstorming
PETER: (thinking as Olivia drives) Do you really think that INtREPUS Pharmaceutical killed this woman?
OLIVIA: Maybe. You don't?
PETER: I've never heard of a drug that can cause what happened to Miranda Greene. It just seems like an
awful lot of trouble to go through to kill somebody. Why not just hire a hit man?
OLIVIA: Well, a hit man would draw too much attention.
PETER: Really? And spontaneous, fatal tumor-growth wouldn't?
OLIVIA: I suppose you have a point.
PETER: (after she stops in front of his house to drop him off) You want to come on inside, we can noodle
on it? Maybe order a pizza?
OLIVIA: Uh, thanks, but, no. I didn't get much sleep last night, so I should probably head home. nyway, I'm
not really hungry, but, um...
PETER: Alright.
OLIVIA: Thank you. (later, she lays in bed, awake, late into the night)
Walter's Lab - Cornering Walter
WALTER: (as Olivia drags herself through the door and into work) Oh, Agent Dunham. You're up early.
ASTRID: I ran Neil Wilson's number. It's a disposable cell phone, and it was deactivated yesterday. It's a
pretty common name. I checked, and there's more than fifty Neil Wilsons in the Tri-State Area. Do you
want me to start running them down?
OLIVIA: Oh, no. I'm pretty sure he gave her a fake name anyway, so... Astrid, could you give Walter and I
a minute?
ASTRID: Sure. Walter, don't mix up the spoons. (as she wanders away to other tasks)
WALTER: Agent Dunham. Help me stir.
OLIVIA: Walter, I have to tell him. I've got to tell Peter the truth.
WALTER: (quietly, but firmly) But that's not what we discussed.
OLIVIA: I know, and I'm sorry. But he deserves to know the truth about who he is.
WALTER: No. No, you don't understand. Things have never been better between us. I can't lose him again.
I can't.
OLIVIA: You won't. Once he knows the whole story. Walter, you saved his life. I'm sure that he will
WALTER: No, he won't. He will never forgive me.
OLIVIA: I -- I have to tell him. If it was the other way around, I would want him to tell me.
WALTER: I'm begging you. Not yet. Please. Give me time to prepare. Please.
PETER: (enters the lab with coffees) Hey. (to Olivia) I didn't realize you were coming. I would have got
you one too. (starts distributing the coffee) Cappuccino. Two squirts of peppermint.
OLIVIA: (answers cell phone) Dunham.
PETER: ... and, Astrid -- Tall, nonfat, double Macchiato. Just the way you like it.
OLIVIA: Uh, Miranda Greene used her credit card at a Downtown Providence cafe about a half hour before
she died.
PETER: Sounds like her meeting with Neil Wilson. Excellent. Well, I'm up for a road trip. How about you?
Cafe Interview - Remembering Miranda
WAITER: I remember her. Pretty lady. Comes in here all the time. She's a lawyer, right?
OLIVIA: Yeah. Do you happen to remember if she was with anyone the last time that she was here?
WAITER: Some guy. She was taking all sorts of notes. What, does she sue doctors or something?
OLIVIA: Excuse me?
WAITER: Well, the guy she was with, he looked real pale and skinny. Dark circles under his eyes.
OLIVIA: You think he was sick?
WAITER: I'd say pretty bad. Looked like my uncle did when he was fighting cancer.
OLIVIA: (walking away from the diner) You thinking what I'm thinking?
PETER: Well, I'm thinking that cancer isn't contagious.
OLIVIA: Well, it wouldn't be the strangest thing we've seen. But it would be close.
Grocery Store - Feeling Ill
CASHIER: (as her customer unloads his healthy food choices for checkout) Getting ready for a triathlon?
JAMES HEATH: Just trying to stay healthy. (closes his eyes, seems queasy)
CASHIER: You okay, sir?
JAMES HEATH: Yeah, I just, uh...
CASHIER: You need me to call for some help?
JAMES HEATH: No. No, I'm fine. (runs outside to vomit)
Heath's Apartment - Trolling For Victims
JAMES HEATH: (on a random phone call) Yes, I'm an old friend of Mister Becker's. We went to school
together. (coughing virulently) Oh. I must have the wrong Lloyd Becker. I'm sorry to bother you. (hangs-
Walter's Lab - Chasing Leads
OLIVIA: Walter, Miranda Greene had lunch with someone just before she died, with -- with a man that may
have had cancer. Does that suggest anything to you?
WALTER: Cancer isn't contagious, of course.
PETER: That's what I said.
WALTER: Although... are you familiar with the Chinese notion of Ch'i, Agent Dunham?
WALTER: Dim Mak.
PETER: (knowingly) The Touch of Death.
WALTER: Exactly. The Chinese believe that all living creatures contain an energy, or Ch'i, and, that with
proper training, a simple touch can affect their Ch'i. Reverse it. Can cause sickness, even death.
PETER: Except, of course, they can't. 'cause the Touch of Death is just a legend.
WALTER: Of course, what would be more interesting wouldn't be a transfer of energy, but an exchange.
OLIVIA: Meaning what?
WALTER: This other man, you say that he was sick too, that he had cancer as well?
OLIVIA: Possibly.
WALTER: And at the time she met him, Miss Greene was perfectly healthy.
WALTER: Then I suggest what we're looking at here adheres more closely to tantric sex.
WALTER: Yes. In so far as the goal of tantric sex is a heightened state of perception, of awareness. The
partners are not interested merely in the sexual experience. They are seeking an exchange of energy.
OLIVIA: Okay, so what does this have to do with Miranda Greene?
WALTER: His cancer... for her health. It's possible that the man that Miss Greene met did this to her as a
way to delay the progression of his own disease.
Becker's Apartment - Meeting James
LLOYD BECKER: (answers a door knock) Hi.
JAMES HEATH: Lloyd Becker?
LLOYD BECKER: Oh, yeah, right. You're Alex.
JAMES HEATH: Alex Taylor. Thanks for seeing me.
LLOYD BECKER: Of course. Yeah. How you doing? (shakes his gloved hand) Come on in.
Hartford Apartment - Another Victim
BROYLES: Victim's name is Lloyd Becker. Thirty. A neighbor saw his door open. She came in and
discovered his body. There's no sign of forced entry. No sign of a struggle.
WALTER: (studies the heavily tumored man) Clusters of malignant sarcomas. Just like Miss Greene.
OLIVIA: Did anyone see the suspect?
BROYLES: Police canvassed the building and the neighborhood. No luck.
WALTER: Huh. The malignancies appear to originate in this hand and then appear to spread out.
PETER: Maybe from a handshake.
WALTER: That's a fine deduction, Peter.
BROYLES: What do you see?
OLIVIA: (to Broyles) Nothing. Nothing that tells me why Lloyd Becker was chosen as a victim. But there
must be a connection. (outside as Peter hops in the car) Where's Walter?
PETER: (after closing the aft doors on the ambulance) The M.E.'s gonna transport the body back to the lab.
He told Walter he could ride along.
OLIVIA: (as Peter studies her as they drive) What?
PETER: It's nothing. I -- I think I know what it is that's bothering you, why it is you've been so awkward
around me for the last couple of weeks.
PETER: That trip down to Jacksonville was crazy. We were both exhausted. We were both emotional. And,
you know, if something had happened between the two of us, I mean, if we had actually kissed, then we'd
have to deal with that, but we didn't.
OLIVIA: No. No, we didn't.
PETER: Right. You know, this past year, this is the longest I've ever stayed in one place. So this thing that
we have, you, me, Walter, this... this... uh, little family unit that we've got going... I don't want to do
anything to jeopardize that.
OLIVIA: I don't either.
PETER: Okay, so we're good then, right?
PETER: Good.
Walter's Lab - The Puzzle Grows
ASTRID: I found more victims. Five deaths over the past 20 months, from Chicago to Hartford. Each
person died from the same kind of rapid-onset cancer. (as she posts photos on a situation map)
PETER: And healthy people keeling over like this didn't set off any alarm bells?
ASTRID: Well, a couple were considered medical anomalies, and local police looked into another, but
nothing suggested it was murder.
OLIVIA: So what is it about these people that's making them targets? Astrid, we need to cross-reference
their files, see if we can find what they may have in common.
ASTRID: Alright. I'm on it.
OLIVIA: (studies a photo) Timothy Ober. (to Astrid) Is his middle name Michael?
ASTRID: Um, yeah. Timothy Michael Ober.
PETER: Why? You know him? (Olivia nods yes) How?
OLIVIA: I don't know.
Olivia's Apartment - Home Therapy
(Olivia looks at the case files while sipping a cocktail, then answers a knock at the door with her service
pistol ready)
SAM WEISS: What's up, Buttercup?
OLIVIA: (surprised at the house call) It's past midnight.
SAM WEISS: Do you feel like playing a game?
SAM WEISS: Yeah. I thought it might be up your alley. (after settling down to play the game) Colonel
Mustard with the revolver in the billiard room.
OLIVIA: See, that's the third time that you've guessed the billiard room.
SAM WEISS: I've always wanted a billiard room.
OLIVIA: I thought that you would make a better detective.
SAM WEISS: I detected that you needed company.
OLIVIA: huh..
SAM WEISS: You've lived here a while, but you're still living out of boxes. Maybe you moved around a lot
as a kid. A tumultuous childhood. A hard time forming relationships. I may not be the gumshoe you are, but
I've got some skills.
OLIVIA: Well, you're right about moving around a lot. I was a military brat.
SAM WEISS: That would explain the uniform.
OLIVIA: (baffled) The uniform?
SAM WEISS: Yeah, bland clothes. I don't think I've ever seen you in a primary color. It's because it's more
than a job to you. You're a soldier. Protector.
OLIVIA: God, you'd be a blast at dinner parties.
SAM WEISS: I don't get invited to many.
OLIVIA: No. So what about you? What made you the way you are?
SAM WEISS: Oh, I don't know. I'm older than I look. I barely remember my childhood. I'm also taller than
I appear.
OLIVIA: That's it. (gets up and heads for a notepad in her desk)
SAM WEISS: What? (genuinely confused) What did I say?
Bishop Residence - Call To Duty
OLIVIA: Uh, when we were in Jacksonville, there was a height chart on the wall with names. First name
and last initial. All the kids that I was in daycare with.
PETER: Yeah, all the kids from Walter and Bell's Cortexiphan trials.
OLIVIA: So while I was there, I wrote down all their names and I made a list. (points to list) "Timothy O."
Timothy Ober. He was there. We were both part of Walter's tests.
PETER: So that's where you remembered him from.
OLIVIA: Uh-huh. Keep looking.
PETER: Miranda G. And Lloyd B. ...
OLIVIA: ...Julie H. Alan D. They're all there. All five of his victims.
PETER: So what does that mean? Why is this guy?...
OLIVIA: ...killing Cortexiphan kids? I don't know. I think we should wake up Walter.
PETER: That won't be necessary.
WALTER: (as the duo joins him in his kitchen) Agent Dunham. Peter. Is it morning already?
PETER: Oh, no. No, no. It's still the middle of the night.
OLIVIA: Walter, what is that smell?
WALTER: It's taffy. I'm making it for Peter.
PETER: I think she was probably referring to your other project.
OLIVIA: (as she scans a pizza-like object in the oven) Is that the killer's handprint?
WALTER: (candidly) I think we're close to getting a fingerprint. The papillary ridges on the forefingers are
quite clear now. Once it's cooled a little, I should be able to run it through the scanner.
PETER: Well, whoever the killer is, he's started to target Cortexiphan subjects.
WALTER: (surprised) Are you sure?
PETER: Yeah.
WALTER: Why? Why would he do that?
OLIVIA: Well, we were hoping you may have some idea.
WALTER: I don't know. But I have an idea why they might be susceptible.
OLIVIA: To the cancer?
WALTER: The energy exchange that this man is creating, I don't think it would work on everyone.
Cortexiphan was designed to -- to allow children to access untapped parts of their brain, untapped energies.
OLIVIA: So you're saying that whatever he's doing to his victims, like, exchanging his illness, it could only
work on Cortexiphan children.
WALTER: Yes. I think so.
PETER: So then I guess the question really is, how does he know about the Cortexiphan trials? And then
how is he tracking those people down?
OLIVIA: Now, you've said that you and Bell never kept a list of the children that you experimented on.
WALTER: I didn't. And if Belly did, I never saw it.
OLIVIA: Okay, but what about Nina Sharp? I mean, she started working with Bell around the same time.
PETER: Mm-mm. We asked. Last year. When Harris was tracking down Nick Lane and Nancy Lewis, we
asked her. She doesn't have a list.
OLIVIA: Yeah, but I believe that Nina Sharp isn't always so forthcoming.
Massive Dynamic - Cornering Nina
NINA: Why would someone be hunting Cortexiphan test subjects?
OLIVIA: Uh, I don't know. Walter thinks that they could be particularly susceptible.
NINA: Ah. That's troubling.
OLIVIA: Did William Bell ever show you a list?
NINA: Of Cortexiphan subjects?
OLIVIA: Mm-hmm.
OLIVIA: And there's nothing in the Massive Dynamic archives?
NINA: As I've told you before, there's nothing on record. Do you doubt me Agent Dunham?
OLIVIA: I don't know. I've always been a little foggy as to your motives.
NINA: What are you implying?
OLIVIA: Well, you've kept information from me since I met you -- information that has prevented me from
understanding the origin of many, if not all of the cases I've investigated while working with Fringe
Division. And I know about Peter. I know the whole story.
NINA: (concerned) Does Peter know? Have you told him?
OLIVIA: No. But I'm going to.
NINA: (confidently) No. You won't.
OLIVIA: What makes you so sure about that?
NINA: Because you haven't told him yet. And I'm guessing you've had any number of opportunities.
OLIVIA: Well, I've had my reasons for waiting. This is the right thing to do, and Peter needs to know the
NINA: Whether or not it's the right thing to do, I recognize the look in your eyes. I know that working
together closely with someone can bring about feelings. I'm fairly certain that you're not prepared to lose
him. You didn't come here today to ask me about a list that you already knew I don't have. And you didn't
come here to announce that you're going to tell Peter who he really is. You came here... to have me talk you
out of it.
Aunt's Home - Locating Nick
JAMES HEATH: (after she answers his knock on her door) Mrs. Lane?
JAMES HEATH: I'm sorry to disturb you. I -- I tried calling. My name is John McHugh. I went to school
with your son, Nick.
MRS. LANE: Uh, no, Nick is my nephew.
JAMES HEATH: Oh. Uh... (in pain) Ah.
MRS. LANE: (kindly) You -- you look awful. Why don't you come inside?
JAMES HEATH: Thank you. (as he trundles into the house)
Walter's Lab - Extracting Fingerprints
WALTER: (as he adjusts the cancerous sample for inspection) The red wire goes in the red hole. The blue
PETER: Yes, thank you, Walter. I was able to figure that out all by myself. (as Olivia marches into the lab)
Hey. How'd it go?
OLIVIA: Uh, Nina didn't have anything. How's it going here?
PETER: Well, we'll soon see.
WALTER: Don't be so skeptical, Peter. You liked the taffy, didn't you?
PETER: Absolutely. (sidebar to Olivia) I have my doubts.
WALTER: Ready? (activates the scan of the sample)
OLIVIA: What's it doing?
WALTER: Familiarizing itself with the genetic composition. (as they study the read-out) Dismissing any
foreign elements. It's amazing how much filth we carry around on our hands. (wipes his hands with liquid
sanitizer) Go ahead, Dear. (to Astrid)
ASTRID: It worked.
WALTER: Of course it did. (of course)
OLIVIA: Okay, Astrid, we need to run this through the joint law enforcement database. See if we can get a
name for this guy.
PETER: Well done, Walter.
WALTER: Thank you, son.
ASTRID: (as the database check finishes) Nothing. He's not in our system. No priors, no arrest record.
WALTER: So... we're nowhere.
Aunt's Home - More Questions
MRS. LANE: You said you went to school with Nick.
JAMES HEATH: A long time ago, back in Jacksonville. We have a mutual friend, Lloyd Becker. He said I
could find Nick here.
MRS. LANE: I remember Lloyd. Oh, such a sweet boy. Nick lived here a while after his parents died. He
moved to Brooklyn... several years ago.
JAMES HEATH: Do you -- do you know how I could get in contact with him? Do you have his phone
MRS. LANE: I'm afraid not. I haven't heard from him for some time. It's funny, though. Someone else from
Jacksonville came by, oh, six months ago asking for Nick. She must have gone to school with you as well.
JAMES HEATH: You don't by any chance remember her name, do you?
Olivia's Apartment - More Research
OLIVIA: (studies her list and compares to the files she has) God, what am I missing? (then quickly calls her
BROYLES: (answers his cell phone) Dunham?
OLIVIA: I think I may have found our killer. His name is James Heath, and he was a Cortexiphan subject
too. I think that may be how he's doing this.
BROYLES: James Heath? Wasn't heath the last name of the first--
OLIVIA: Yep, of the first victim -- Julie Heath, uh, she was his sister. James was in the hospital. She was
visiting him, and she just suddenly collapsed and died. He was, uh, he was having chemo treatment. He had
BROYLES: Do you have the name of the hospital where Heath was treated?
OLIVIA: Uh, yeah. It's Abington Memorial Hospital. It's just outside Philadelphia.
BROYLES: Okay. I'll see if they have a current address for him.
OLIVIA: Thanks. (as she hangs-up and exits her apartment)
JAMES HEATH: (greeting her in the common hallway) You're Olivia Dunham. You probably don't
remember me. My name is Nate Reed. Nick Lane gave me your address?
Olivia's Apartment - Confronting James
JAMES HEATH: You and I went to school together when we were kids. Back in Jacksonville.
OLIVIA: I see. What can I do for you?
JAMES HEATH: I was hoping you'd have a few minutes to talk.
OLIVIA: Sure. Why don't you come in? (he spies the badge on her belt and she races inside to secure the
door. he forces entry and she crashes to the floor, losing her weapon. he tries to touch her and she defends
herself with a lamp stand. he falls to the floor. she speed-dials Peter)
PETER: (answers cell phone) Hello?
OLIVIA: (desperate) Peter. Peter, Peter, it's me. He's in my house! (kicks him away, then clobbers Heath
with a candlestick) You stay down.
JAMES HEATH: I didn't want this. I didn't want to hurt anyone.
OLIVIA: Then why did you?
JAMES HEATH: A man came to see me when I was in the hospital. He said when I was a kid, scientists
had experimented on me, that because of the experiments, he could teach me how to fight the cancer. But it
didn't work. I didn't get better. I got worse.
OLIVIA: So what happened to your sister?
JAMES HEATH: She stayed with me while I was in the hospital. She never left my side. And when the
pain got bad, she'd hold my hand. For hours. And then, one day, it just happened. I called the nurses for
help, but it was too late. I watched her die.
OLIVIA: But you got better.
JAMES HEATH: I had to find that man. I thought someone from Jacksonville might know him. And then I
found Timothy.
OLIVIA: And you killed him too.
JAMES HEATH: Not on purpose. It just happened. But that's when I realized how it worked. I think... if
that man had never... come to see me, I would have died the way I was supposed to, and my sister would
still be alive. They'd all still be alive. (holds Olivia's photo of his sister, Julie)
UNIFORMED COP: (racing to her open door) In here.
OLIVIA: (calming the first responder) It's okay.
PETER: (later, as Heath is hauled away) How come you didn't call Broyles?
OLIVIA: I've got you on speed dial.
PETER: Really? I'm number one on Olivia Dunham's speed dial?
OLIVIA: Well, no, but I didn't think that Rachel or Mister Iyer from the Indian takeout would be much use.
Peter... thank you for coming.
PETER: You're welcome.
Medical Facilty - Cortexiphan Connection
BROYLES: He's in a drug-induced coma, which seems to have stopped the progression of his cancer.
NINA: (watching through an observation window) And the man who tried to activate him, do we know who
he was?
BROYLES: He sounds like the same man who Sanford Harris hired to activate Nancy Lewis and Nick
Lane. I assume the activation failed, and Mister Heath's... ability was just an unfortunate side effect.
NINA: Hmm. So I don't imagine you called me all the way down here just to share in your victory.
BROYLES: Aside from Olivia Dunham, there are still nearly a dozen unaccounted for people from the
Jacksonville experiments, and thirty more from the drug trials in Wooster. If they all have capabilities
anything like the ones we've seen, and if someone were to find them...
NINA: Well, Phillip, (thoughtfully) then we need to find them first.
Bishop Residence - Evening Visitor
WALTER: (answering his front door) Agent Dunham. Hello.
OLIVIA: Hi. Uh, is Peter here?
WALTER: Uh, no. No, he went out.
OLIVIA: Okay, good, because I would like to talk to you.
WALTER: Agent Dunham --
OLIVIA: Walter, please. Please, Walter. Just... let me finish. I think that you may be right. I think that
maybe some truths can do more harm than good and that some Pandora's Boxes are better left unopened.
So... I'm not gonna tell Peter.
WALTER: Thank you, Olivia. Well, the truth is I've done enough damage, and it's time to start to put things
right... whatever the consequences. And that starts with telling Peter the truth. I have to tell him who he
really is.
Boston Commute - Deadly Rush
(a commuter train plows through the night air. the commuters sit still in the loud, bouncy car)
ANNOUNCEMENT: (public address) Next stop - Bay Station, transfers to Silver Line, Orange Line and all
commuter rails.
TEENAGER: (at the station, a young man panhandles the busy commuters after the train stops) Any
change? (ignored, he approaches a lady) Excuse me, ma'am. Do you have any spare change? (ignored again)
Thank you. God bless. (approaches a business man with a God could be Watching poster) Excuse me, sir.
Do you have any spare change?
COMMUTER: No. No, I'm sorry.
TEENAGER: Anything you can manage, Sir, anything you can... (bumps the man, and pickpockets his
wallet) Thank you. God bless you anyways, sir. (continues away from the man he robbed)
PLATFORM ANNOUNCER: Now approaching on Track 18, the 331 Express train to Providence.
(onboard the moving train, a whirring noise alarms the passengers and a bright blue light appears at the end
of the car. the light grows in intensity and a man steps through the temporal window he created. the car goes
dark and commuters sit silently as the train comes to a stop in the station. Alistair Peck steps from the car
and is immediately solicited)
TEENAGER: Spare change? (Peck ignores the panhandler and walks down the platform. The panhandler
steps onto the train and into a car full of corpses. the departure bell sounds and the train leaves the station,
trapping him with the bodies) Oh, God. Oh, God. No, no, please! Let me outta here! Help! Let me outta
Bishop Residence - Call To Duty
(Walter sits at home writing a letter to Peter, when the phone rings. Walter lets the answering machine take
the call, and listen to the message instead)
ANSWERING MACHINE: (recorded by Peter) Leave a message. (beep)
PETER: (calling his dad for work) It's Peter, pick up. Hey Walter, it's Peter. Your son, Peter. Come on,
Walter, pick up the phone. Walter, pick up the receiver, and hit the square black button next to the red
flashing light, you remember? (pauses) Alright, fine. When you get this, I want you to get your kit to
together, I just got off the phone with Olivia, she said there was an incident on a train, and I know how
much you love trains. Though it might cheer you up. Be home to pick you up in about 15 minutes, alright?
(Peter hangs-up. Walter smiles, folds the letter, seals it in an envelope, and places it into the right pocket of
his sweater)
Boston Train Yard - Crime Scene
(walking toward the commuter car with the dead bodies)
PETER: Noticed anything weird?
OLIVIA: Not yet, but give it ten minutes.
PETER: I was actually talking about Walter.
WALTER: (to agents already on the scene) Hello. I'm Doctor Walter Bishop.
PETER: He's been avoiding me all week. He didn't even look at me on the car ride over here. He's stopped
eating. I got him a new box of Peak Freans. He hasn't even opened it.
OLIVIA: Well, did he say something?
PETER: No, all week it feels like he's been enveloped in this... sadness.
OLIVIA: I haven't noticed anything. (she continues ahead)
WALTER: Oh, my. (enters the car and begins to examine the corpses)
FEMALE CSI: (confrontational) Sir. What are you doing?
WALTER: I'm checking their underwear.
FEMALE CSI: Their underwear?
WALTER: I'm sure you're familiar that with sudden death, victims often experience a sudden bladder
release of urine, and sometimes excrement.
FEMALE CSI: Get off this train.
OLIVIA: (intercepting the CSI) He's with me. Thank you.
WALTER: I don't know what happened to these people, Agent Dunham. My first guess is collective heart
PETER: You think these people died from having a heart attack at the same time?
WALTER: Perhaps it was sympathetic. Contagious, like yawning.
PETER: Come on, Walter. You really believe that?
OLIVIA: (after looking around) Walter, does your theory suggest why all the lights would be out in this
WALTER: No, there should be battery backup, unless it wasn't serviced properly.
BROYLES: Agent Dunham? (exits the car and approaches the young male witness) He crossed paths with
the man as he entered the train car. Six foot, brown hair, wearing a trench coat.
OLIVIA: And he's sure that he saw him coming out of this train car.
BROYLES: The man didn't speak to him or acknowledge him. He just exited down the stairs of the
OLIVIA: Did we pick him up on surveillance?
BROYLES: I'm waiting to get word if they can pull him on any footage.
PETER: (leaves the commuter car with evidence) Agent Dunham.
M.E. TECH: (finds Walters letter on the floor) Hey, Rod, found this over there. (hands the letter to an
WALTER: (sees the errant envelope) Oh, my God. Excuse me, gentlemen. (moves quickly to retrieve it)
That's mine. Thank you. Thank you.
PETER: (re-enters the car) All the batteries are dead. It's not just the lights that went out. This is her cell
phone, but they're all dead. All the cell phones, laptops, MP3 players. They're all completely drained of
BROYLES: Any theories, Doctor Bishop?
WALTER: Oh, no. Except my initial theory of collective heart failure is probably incorrect. I'll need to take
some of these bodies back to the lab. Six or seven should suffice.
AGENT: (approaches with photos) We have an image from the platform cameras.
PETER: Who is this guy?
OLIVIA: And how did he kill everything on this train?
Walter's Lab - Autopsies
WALTER: (as he and Astrid probe the corpses from the train) This is unusual. Dying organisms struggle for
their last breath, but these people appear as if their switches have simply been turned off.
PETER: (enters from outside) Hey, how's it coming in here?
ASTRID: Hi, Peter. Not very good.
WALTER: Take samples of this man's lung, brain, and skin. Something's not right here.
ASTRID: Yup, I think it's my paycheck.
WALTER: Hmm? (distracted)
PETER: Whatever it is, I'm sure you're gonna make sense out of it, Walter. Walter. What's going on with
you? Is there something wrong? Something you wanna talk about?
WALTER: No, everything's fine. Astro, show me those previous cellular samples, please. (studying the
readout) That's extraordinary.
ASTRID: The ATP concentrations are unusually low.
WALTER: Cellular process should continue for hours, even after death, but this man's mitochondria seems
to have ceased functioning well before it should.
ASTRID/WALTER: (in unison) What do you say I take samples of the rest both: And see if there's a trend?
PETER: So what are you saying, Walter? That something was able to reach inside of these people's
mitochondria and just --
WALTER: Drain them, like the batteries in all of the electrical devices on the train. It wasn't just their
hearts that stopped beating. It was every cell in their bodies.
PETER: What do you think could possibly do something like that?
WALTER: (bluntly) I have no idea.
Federal Building - Surveillance Tapes
BROYLES: (standing behind technicians, facing large monitors) Twenty years ago a person walking
through Boston for two hours showed up on an average of ten different surveillance cameras. Now, it's
OLIVIA: Bad for privacy, but good for us.
BROYLES: I've asked them to output each source to a different monitor. Give us a sense of the route our
suspect took. Play it. He exits the train station, crossing Ferris Avenue, continuing North. This is from the
bank on Howard Street. Coming around the corner. (watching as Peck appears on different monitors) There,
he enters a cafe. He spent almost forty-five minutes inside, then left the establishment.
OLIVIA: The guy kills a train full of people and then stops for a meal?
BROYLES: And the trail goes cold there. Once he left the cafe, we couldn't locate him on any other
OLIVIA: But we have a place to start. Cafe Wilusa.
Boston Streets - Cafe Wilusa
WAITRESS: (standing near the register at the busy eatery) Yeah, he was here this morning. He comes in all
the time. Weird guy.
OLIVIA: Weird how?
WAITRESS: Well, he always draws on stuff, like the napkins and the placemats.
OLIVIA: Well, what sort of stuff does he draw?
WAITRESS: Some kind of math, I think. To be honest, my higher math ends at calculating my tip, so...
OLIVIA: Does he ever pay with a credit card?
WAITRESS: Sometimes he does. (checks register and removes receipt) Here. This is him.
OLIVIA: Alistair Peck. Thank you. This will really help.
Peck's Residence - Raid
(a team of agents enter the unoccupied building with weapons drawn and spread out)
AGENTS: Clear. Clear. Clear.
OLIVIA: (on the radio once upstairs) Send the Bishops up, please.
WALTER: (inspecting the math written all over room) These mathematical formulae are extraordinarily
complex. Physicists use diagrams like these to shorthand ideas about how subatomic particles behave.
These are sublime.
PETER: (finds a college degree in a broken frame) This may explain his flourish for numerical
wallpapering. Astrophysics. He teaches at M.I.T.
WALTER: If I comprehend this correctly, then this Alistair Peck has taken Einstein's Theory of Relativity
and turned it on its ear. I grasp portions of it, Tachyons are depicted here, but I fail to see their relevance.
However, it does confirm that Doctor Peck was dealing with tremendous energy to do... whatever it is he's
ALISTAIR PECK: (returns to his house as his possessions are being loaded for hauling) What are you
doing with my things?
AGENT: (on radio) Peck is here, he's downstairs. (the science team hurries downstairs)
PETER: (notices the vast scarring on Peck) I guess that explains what all the surgical tools were for.
OLIVIA: What did you do to the people on that train? Twelve innocent people.
ALISTAIR PECK: (certain) Those people aren't dead, Miss. Not permanently.
OLIVIA: Of course they're dead.
ALISTAIR PECK: But they soon won't be. Although, others soon will be, I'm afraid.
OLIVIA: Doctor Peck, I want you to lie down on the ground now.
ALISTAIR PECK: Don't take my computations! They're meaningless to you. It is well within my ability to
make it so that you are never in possession of the things I require.
WALTER: You've implanted a Faraday Mesh. (points to Pecks attachments)
PETER: What are you talking about, Walter?
WALTER: A shield, to create a temporal pocket around your body. Of course.
PETER: Of course, what? Why would he need a temporal pocket?
WALTER: That's fantastic.
OLIVIA: (as Peck begins to shift to another time) Doctor Peck, what are you doing? Doctor Peck?
PETER: (as Peck comes in and out of visual focus) Walter, what's happening?
(in a blue light, Peck reappears on the commuter train)
TEENAGER: (trying to panhandle Peck as he exits the train full of dead commuters) Spare change?
ALISTAIR PECK: I'm sorry you have to go through this again. (continues on his way)
TEENAGER: (trapped in the train car with a dozen corpses) Oh, God. Oh, God.
Bishop Residence - Recall To Duty
(Walter sits at home writing a letter to Peter, when the phone rings. Walter lets the answering machine take
the call, and listen to the message instead)
ANSWERING MACHINE: (recorded by Peter) Leave a message. (beep)
PETER: (calling his dad for work) Hey, Walter, it's Peter. Your son, Peter. (pauses) Alright, fine. When you
get this, I want you to get your kit together. I just got off the phone with Olivia. She said there was an
incident on a train, and I know how much you love trains. Thought it might cheer you up. I'm coming home
to pick you up in fifteen minutes, alright?
Boston Train Platform - Crime Scene
(walking toward the commuter car with the dead bodies)
PETER: Have you noticed anything weird?
OLIVIA: Not yet, but give it ten minutes.
PETER: I was actually talking about Walter.
WALTER: (to agents already on the scene) Excuse me. I'm Doctor Walter Bishop. Is this the car?
AGENT: Right over there.
WALTER: Must be the car. Oh, my.
AGENT: And there's nothing else you can give me? No other information? Here's the initial report.
PETER: You think these people died from having a heart attack at the same time?
WALTER: Perhaps it was sympathetic. Contagious, like yawning.
OLIVIA: Walter, does your theory suggest why all the lights would be out in this car?
WALTER: No, there should be battery backup. Unless it wasn't serviced properly. I'll need to take some of
these bodies back to the lab. Six or seven should suffice.
BROYLES: (enters the car) Agent Dunham? (leaves with her to interview the panhandler outside the car)
He crossed paths with the suspect as he entered the train car. Says the man was in a raincoat. Six foot,
brown hair. Says he touched the hand rail. We're dusting for prints.
OLIVIA: Hi there. Uh, the man from the train -- Did he say something to you?
OLIVIA: What did he say?
TEENAGER: 'I'm sorry you have to go through this again'.
OLIVIA: Again? And what then?
TEENAGER: He stepped off the stairs and walked away.
PETER: (leaves the car and interrupts the interview) Agent Broyles, Agent Dunham. All the batteries are
dead. All the cell phones, laptops -- they're completely drained of power.
M.E. TECH: Hey, Ron... look, I found this on the floor over there. (Walter's letter to Peter)
WALTER: Oh, my God. Oh, thank you, thank you! That - that - that's mine. (retrieves his letter)
RON: He found it on the floor up there.
WALTER: Oh? Oh. Thank you.
Federal Building - ID-ing Peck
OLIVIA: (on phone to the lab) The mitochondria were depleted?
PETER: Yup, completely drained. The victims didn't die of a group heart attack, they were just completely
drained of biological energy.
OLIVIA: Just like their phone batteries.
PETER: Pretty much. How is the question. Walter's still working on it. I'll let you know if he finds out
anything else.
OLIVIA: Okay. (hangs-up)
BROYLES: (exiting an office) Dunham... we managed to I.D. the print we lifted off the train car railing.
We got lucky. (hands her a file folder) They matched a set NASA has on file.
OLIVIA: (studies the file) Doctor Alistair Peck. What did he do at NASA?
BROYLES: He was classified as part of a think tank. We don't know much more than that, yet.
OLIVIA: Well, we know that he lives here. 412 Inman Street.
Peck's Residence - Another Raid
TACTICAL TEAM: (charging through the empty house) Clear. Clear. Clear.
OLIVIA: (on her radio) Send the Bishops up, please.
WALTER: Mister Peck may have done project work for NASA, but he's employed locally.
OLIVIA: Astrophysics. He teaches at M.I.T.
PETER: What?
OLIVIA: Wow, I'm having déjà vu.
PETER: Yeah, I read that déjà vu is fate's way of telling you that you're exactly where you're supposed to
be. That's why you feel like you've been there before. You are right in line with you're own destiny.
OLIVIA: Well, do you believe that?
PETER: Mmm... no. It's a bit mystical for my taste. I never get them, myself. Maybe that's 'cause I'm not on
track with my own destiny. Huh, look at this.
OLIVIA: What is it?
PETER: A photo album.
OLIVIA: Okay. But who are you? (sees a picture of Peck with a female friend) What's your name? Huh.
(finds blue and pink toothbrushes near the sink) Well, one of them is bound to be back sooner or later.
Hopefully sooner.
WALTER: (privately) Shall we go home now? I'm tired of waiting. Olivia... might I come with you? In
your car? I can't drive home with him. I can't look at him.
OLIVIA: Walter, you can't keep doing this. Peter knows that something's upsetting you.
WALTER: I've written him a letter. Instead of me stammering in fits and starts, a letter is more concise. It
explains everything in just the right words. Except that every time I think I'm ready to tell him, I envision
his reaction when he reads it and I run the scene in my mind again and again. And every time, the outcome
is terrible. But I will do it. But first... there's something I'm waiting for, Agent Dunham -- something
PETER: (returns with round metal objects) Hey, guys, check this out. Templates. Forms.
OLIVIA: What are they for?
PETER: Well, they're what you'd use to cast machine parts, but these look like they were handmade.
WALTER: This one is dated several months ago, This one even earlier. He refers to them as prototypes.
PETER: But prototypes for what?
(in a machine shop, Peck grinds objects and prepares to insert them in his badly scarred torso)
MIT - Interviewing Bryce
CAROL BRYCE: (sitting in her office) Alistair Peck was a professor here for six years. His focus --
obsession -- was particle acceleration. Um, creating wormholes without a particle collider.
PETER: Alright, you're saying that Doctor Peck's area of expertise was time travel?
CAROL BRYCE: He kept cranking out theories, and eventually every one of them was over our heads.
OLIVIA: That must have been frustrating for his superiors.
CAROL BRYCE: Embarrassing is a better classification. They wanted to fire Alistair but he saved them the
trouble and left, about a year ago.
OLIVIA: (hands-over photo) Is this his wife?
CAROL BRYCE: Ah, the fiancée. Her name is Arlette.
PETER: Do you remember her last name?
CAROL BRYCE: I don't recall, no.
PETER: Do you know any other friends he might have had? People he knew?
CAROL BRYCE: That's the sad thing. He was kind to everyone, but he never socialized. I think I was his
only friend.
OLIVIA: Well, anything that you can remember about Mister Peck, it could be important.
CAROL BRYCE: Alistair sent me these about six months ago to proofread. (retrieves a stack of thick
journals) He had hopes of seeing them published.
OLIVIA: Uh, can we take them?
CAROL BRYCE: They're only gathering dust here. They are pretty dense. Most would say it's
OLIVIA: Well, I happen to know someone who's fluent in gobbledygook.
Walter's Lab - Turling Lead
WALTER: I'm finished. (pacing the lab) In another twenty years, with the assistance of some other great
minds, I will have absorbed this information. Alistair Peck has conceived of some extraordinary theories
and is possibly implementing them.
PETER: Meaning what?
WALTER: He may well be able to travel through time. Conceivably. Einstein himself theorized this. (starts
writing on a sheet of paper) 10:00 A.M...11:00 A.M. He said that if something could propel an object faster
than the speed of light, then time would appear to bend. (joins the two ends of the timeline on the paper)
When those two folds connect, a tremendous amount of energy is required to absorb the jump.
PETER: From any power source. So the laptops, the phones...
OLIVIA: ...and anyone who was near him.
PETER: Then what you're saying, Walter, is that Peck's moving through time is what killed all of these
people on the train.
WALTER: That is my theory, yes, and Olivia, if it is right, then we may well have apprehended this man
already. Possibly several times.
ASTRID: I found his fiancée. The car in one of the photo album pictures is registered to an Arlette Turling.
Her license information is coming through.
OLIVIA: Okay, that's her. Find out whatever you can. She's our only connection to Peck.
WALTER: third volume is unfinished. (looking through one of the journals from Bryce) There's a
handwritten segment at the back, then the writing stops. The unfinished chapter is entitled 'Achieving The
Arlette Principle'.
OLIVIA: What'd you just say?
WALTER: 'Achieving The Arlette Principle'.
OLIVIA: (looking at Astrid's monitor) I think I know why Peck is doing this. Arlette Turling was killed in a
car accident Ten months ago.
ASTRID: On the 18th of May.
OLIVIA: What if Alistair Peck is going back to save her?
WALTER: (timidly) Grief can drive people to extraordinary lengths. Now, considering the amount of
energy that was drawn when he landed at the station this morning, using Peck's own theories, I estimate that
we witnessed just a twelve hour jump. ten month jump... the results would be devastating.
OLIVIA: Well, how many casualties?
WALTER: It would depend where he landed. Hundreds.
ASTRID: (later, after researching, the team gathers at her monitor) This is weird. I did a search for Peck's
cell phone when we first I.D.'d him as a suspect. He didn't have one, but Arlette Turling's number is still
active. Someone's paying the bill. Now, in the past twenty-four hours, the primary cell tower that's been
handling the signal from Arlette's cell phone is a tower near Albany Street.
WALTER: well, what's near Albany Street?
OLIVIA: Well, what's he doing at M.I.T.? The professor said that she hadn't seen him for almost a year.
ASTRID: Well, Walter has a lab here, maybe Peck has a lab there.
MIT - Finding Peck
(the tactical assault team rallies outside the lab as SAIC Broyles approaches)
ND AGENT #2: (hold out files) According to the files, the lab registered to Peck when he was a professor
here was Lab 107.
BROYLES: Are there any windows in that lab? (agent nods yes) Get your men on the rooftops.
WALTER: (just arriving) Are those guns really necessary?
PETER: You okay? Want me to take you back home?
WALTER: No, Peter, no,
PETER: Just stay there. (leaves) Agent Broyles...
WALTER: (approaching) Agent Dunham. If we are correct, and, for Peck, this is about bringing a dead
loved-one back to life, then Peck and I, we have something in common. Let me speak to him.
OLIVIA: Walter, I --
WALTER: Of course I know that killing him is the only way to ensure that he won't jump, but if I could
talk to him, I think I can convince him to stop this. Please.
OLIVIA: Let's talk to Broyles. (walks off)
(in his lab, after painful self-surgery, Peck inserts his hand-crafted devices under his skin)
WALTER: (Walter enters, turns-off the music and raises his hands) Wait. I am not a threat. I am an
ALISTAIR PECK: I know who you are. You're Doctor Walter bishop. I've read you. New Frontiers In
Genetic Hybridization.
WALTER: And I know that if you wanted to, you could disappear from here in a second. Please, trust me.
Peck's Lab - Soul Searching
ALISTAIR PECK: (stands preparing a pot of tea) You and I both know there are certain things we take for
granted -- the laws of nature for example -- that are not necessarily binding. There are places on this Earth
where two plus two most definitely does not equal four. (pours tea for the both of them)
WALTER: (sitting calmly) You've figured out how to bend time. But you're only interested in traveling to
the past. Your goal, your next jump is the 18th of May.
ALISTAIR PECK: So you know. The 18th of May. Yes.
WALTER: (as Peck wanders near the big windows) Don't do that! Don't stand there! There are snipers
outside. Stay away from the window!
BROYLES: (to Olivia and Peter as they wait in the car) I hope he knows what he's doing.
ALISTAIR PECK: Why are you here? What do you really want?
WALTER: My calculations show what you must already know. An enormous amount of energy will be
drained from wherever you arrive and a large number of people will be killed.
ALISTAIR PECK: (certain in his concept) But each jump back clears that slate.
WALTER: No! (certain in his concept) If you are reunited with your fiancée and you pull her from that car,
the victims of this last massive reset will remain dead.
ALISTAIR PECK: (sits near Walter) Listen. On the day of the crash, we argued. Arlette wanted me to go to
some store to register for wedding gifts, and I hurt her feelings and I left. As I walked, I became drawn to
something on the horizon. A large, red ball. It was a hot air balloon. Moored on the city's outskirts, out in
this field. I spent the whole day in this field, looking at this balloon, and I got my answer. I had an epiphany
of how to physically apply my theories of time travel. I was in that field the moment her car was hit. 18
May, 2:18 P.M. If I'd have simply done what she asked me, if I'd have said, 'sure, I'll go with you', I know it
wouldn't have happened. I will jump back. But I'll jump back into that empty field, Walter. And I'll only
drain the energy from the plant life. Energy will be dispersed, no one will die, and I will pull Arlette from
that car and I will save her life.
WALTER: I know why you haven't gone back to May 18th, yet. Because you don't know how to. You
haven't been able to jump back any further than the train. (stands and disconnects his covert microphone)
BROYLES: (still in car. hears static) What happened? (on tactical radio) Someone get that signal back on-
WALTER: You approximate the time curvature using a seventh order polynomial. But you made one small
error. For the distance you require, it should be at least nine. I've read you too.
RADIO TECH: (over radio) We can't get him back on-line. He turned the radio off.
BROYLES: (reply on radio) Get a team up there, now.
WALTER: I'm telling you how to do this, but I'm telling you - you cannot do it.
ALISTAIR PECK: I must do it.
WALTER: You'll never be able to live with the consequences.
ALISTAIR PECK: I told you, no one will die.
WALTER: (standing. resolute) That's not the consequences I'm talking about. I, too, attempted the
unimaginable, and I succeeded. I crossed into another universe, and took a son that wasn't mine. And since
then, not a day has passed without me feeling the burden of that act. (sits) I'm going to tell you something
that I have never told another soul. (tactical squad charges into the building and down the corridor) Until I
took my son from the other side, I had never believed in God. But it occurred to me... that my actions had
betrayed him and that everything that had happened to me since was God punishing me. So now I'm looking
for a sign of forgiveness. I've asked God for a sign of forgiveness. A specific one, a white tulip.
ALISTAIR PECK: Tulips don't bloom this time of year -- white or otherwise.
WALTER: But he's God. And if God can forgive me for my acts then maybe... it's in the realm of
possibility that my son, possibly, may be able to forgive me too.
ALISTAIR PECK: (certain) Walter, God is science. God is polio and flu vaccines and M.R.I. machines, and
artificial hearts. If you are a man of science, then that's the only faith we need. (assault team closes-in)
WALTER: Then allow me to serve as a precautionary tale. There will be repercussions if you pull Arlette
from that car. You don't know how things will be changed by your actions, but they will. It's not our place
to adjust the universe. And you will never be able to look at her again without knowing that, just like every
time I look at my son. I have traveled through madness to figure this out. And you will too.
ALISTAIR PECK: You're asking me to just leave her there.
WALTER: (as the team arrives to capture Peck) No, no, no! Stop! I'm alright. (runs to halt the team) Stop!
No, please! Gentlemen, please! Don't you see? We won't remember this. Don't you see? We won't
remember anything. (Peck initiates temporal travel and disappears) We won't remember!
Peck's Lab - Dead Citizen's
UNIFORM COP: (on tactical radio as he inspects corpses strewn about) Officer in need of back-up
RADIO DISPATCHER: (replying) Copy that. What's your twenty?
UNIFORM COP: I am at 4-1-2 Inman Street. (inside, Peck continues to re-figure his math equations)
ASTRID: (studying her monitor in the lab as the team gathers around her) This is weird. I did a search for
Peck's cell phone when we first I.D.'d him as a suspect. He didn't have one. But Arlette Turling's number is
still active. Now in the past twenty hours, the primary cell tower that's been handling the signal is a tower
near... Albany Street.
OLIVIA: (answers cell phone) Dunham.
BROYLES: (from Inman Street as the tactical squad arrives) Alistair Peck is back at his residence. Six
dead, including two Boston P.D. Officers. We have to take him down before he jumps again.
(the science teams arrives and joins the fracas. Peck watches from his second-story lab as law enforcement
prepares to enter the building. Peck puts on his glasses and coat, then sits to draw a quick message and
address it. The tactical team batters at the locked door to gain entry. sharpshooters are positioning)
TACTICAL SNIPER: (on radio) I've got the shot.
BROYLES: Take it.
(Peck finishes the letter, then notices in the mirror that a laser designator is targeting his head. he ducks to
the floor and is barely missed by the snipers bullet. downstairs, the assault team breaks the door open and
charges upstairs. before they can reach Peck, he activates his temporal pocket and travels to the park with
the hot air balloon. he dashes from the field and down to the street where his fiancée is parked. he arrives
just as she is preparing to drive away. both happy that he decided to join her on the shopping trip, he tells
her he loves her as he holds her hand. seconds later, a speeding vehicle crashes broadside into the engaged
MIT - Fulfilling A Request
(in her office Professor Bryce takes the letter Peck composed from a hanging file drawer and studies the
PROFESSOR LIME: (joining her after passing her open door) I haven't seen you look at that letter for a
while. It's been almost a year since Alistair died.
CAROL BRYCE: Today's the day I'm supposed to send it.
PROFESSOR LIME: Open it. Apparently, Alistair felt whatever it is, he could put in your trust.
CAROL BRYCE: He wouldn't have sealed it if he wanted me to see what's inside. (she places the letter on
her desk - unopened)
Bishop Residence - Fireside
(Walter sits, writing his letter to Peter. somber, he seals it and studies a picture of the two of them, then
walks to roaring fireplace and tosses the letter in)
PETER: (walking through the front door with audio equipment) Walter? Hey, I got you something. Fixed
your turntable. I'd tell you to keep it out of the lab this time, but I know you won't.
WALTER: (heavy-hearted) Thank you, Peter.
PETER: I thought maybe you'd like some music to cheer you up. Walter, I know that you've been in a funk
for the last couple of weeks. If there's something you want to talk to me about --
WALTER: No. Something was weighing on me, a decision, but... I'm fine.
PETER: Okay. I'm gonna go hit the hay (heads-off to his bedroom).
(Walter watches the letter he wrote continue to burn. New letters have been delivered to the house and rest
on the entryway rug. Walter retrieves them and opens an interesting one. It is a simple, hand-drawn image
of a tulip on white paper... the sign he was looking for)
Worcester, MA - Warehouse District
DAVE: (sitting in the car with a friend and a cigarette) You feel that?
DAVE: The... the shaking.
JILL REDMOND: A whole lot of shakin' goin' on.
DAVE: No, I'm serious.
JILL REDMOND: And you're stoned. Give me that. (a window above them shatters in the warehouse they
are parked next to. glass falls onto the car) I thought you said this place was abandoned.
DAVE: I'm gonna check it out.
JILL REDMOND: We should just go.
DAVE: No, just hang tight. I'll be fine. (enters the building. looks around. finds a quivering egg-shaped
mass on the floor) What the hell? (pokes it. turns when startled. neck snapped by a bi-pedal humanoid with
no features. has roof of mouth punctured with device used to copy his physical features. featureless
humanoid morphs into "Dave")
JILL REDMOND: (after waiting in the car for awhile. friend returns from the warerhouse and gets in car
with her) This totally sucks. What took you so long? You scared the hell out of me. I want to leave here,
Dave. (screams as a second featureless humanoid exits the building and heads toward the car to help attack
Bishop Residence - About Death
PETER: (comes in the front door) Oh, come on, Walter, not again.
WALTER: I'm just rearranging. Uh, it's not quite right yet.
PETER: It's fine. And it was fine yesterday and fine the day before that.
WALTER: A well-ordered house is -- is the sign of a well-ordered mind.
PETER: Yeah, but staying up all night to find the perfect place for your laundry hamper is a sign of
something else, in my books. Come on, leave that for later. I got you a surprise. I thought maybe we could
bake a pie together. Your favorite -- say, pecan? I got all the good stuff. You want to whip the batter?
WALTER: The batter can wait. There's something we have to talk about.
PETER: Okay, fair enough. It's your room. You can decorate it however you like.
WALTER: It's not that. There's something you deserve to know. Peter... every living thing dies. As a
scientist, that's one of the hardest things to accept, that -- that we try to understand the mechanisms of life,
but inevitably, we can't defeat death, no matter how much we -- we may want to.
PETER: (looks at phone) It's Olivia. (answers) Hey. What's up? (listens) Yeah. (listens) Yeah, sure. We'll
meet you outside. (hangs-up)
WALTER: Something happened?
PETER: Yeah, I guess so. She's on her way to pick us up.
WALTER: I'll -- I'll get my field kit.
PETER: Walter...
WALTER: ...oh, it's -- it's -- it's alright, Peter. It can wait.
Warehouse - Crime Scene
BROYLES: (briefing the team near the parked vehicle) Name's Jill Redmond. Her purse was found outside
the car. Patrolman found her with a broken neck. That's the cause of death. But the Medical Examiner found
this... three puncture wounds in her soft palate. Raised a red flag in the FBI Database and came up the chain
to me.
OLIVIA: Shape-shifters. Well, the last time we heard of Newton and his men was in New York.
PETER: They must have needed her identity for something.
OLIVIA: What else do we know about her?
BROYLES: We're running a background check on her now.
OLIVIA: Well, we should send her photograph to the local and state law enforcement and make sure they
know that she just got a hell of a lot more dangerous than she looks.
WALTER: (looks at a hand-rolled cigarette) Look... it's a Lemon Zinger, I believe. (smells it) Mm! It's not
as good as the stuff I grow, but it's not bad either.
PETER: Well, at least she died in a happy place.
OLIVIA: I'm not so sure. The girl's wearing lipstick, but there isn't any on the joint.
PETER: So you think that maybe she was with somebody?
OLIVIA: Maybe... maybe someone who was lucky enough to get away.
WALTER: (later, as the team searches inside the warehouse, over the body of Dave) Three puncture
wounds to the soft palate.
AGENT: (after inspecting the area) All clear. The rest of the place is deserted.
PETER: (removes cardboard covering a large, translucent egg-shaped object) Except for this.
OLIVIA: Walter, have you seen anything like this before?
WALTER: I think I may have. It's awfully familiar. Ah, yes. It reminds me of a beanbag chair I once
owned... 1974.
OLIVIA: So when a shape-shifter takes a body, it's because they want access, like, uh, the one that -- that
turned into the nurse, came after me at the hospital, or, uh... or Charlie.
PETER: So what would the shape-shifters want with these kids?
BROYLES: (as Walter starts to cut into the object) You think that's a good idea?
WALTER: Oh, yeah, I think it's harmless enough. (cuts in. looks at his glove) Mercury.
OLIVIA: Walter, if that's mercury, do you think that this is a shape-shifter?
WALTER: I do believe it is. (reaches in and removes shape changing device) Isn't that wonderful?
Camera Shop - Reporting For Duty
THOMAS NEWTON: Good morning.
DAVE (SHIFTER): We're here to pick up a camera, an Argus... A2B-35 millimeter.
THOMAS NEWTON: The Secretary told me there would be three of you.
JILL REDMOND (SHIFTER): There was a problem. The third didn't make it.
Walter's Lab - Embryo Dissection
WALTER: That feels like an embryo, in the sense that it's not fully developed.
ASTRID: Developed?
WALTER: Well, my theory is that this is the state in which they enter our universe. And as I've said, being
partly mechanical, they can cross over in a way that humans can't. But, uh, this one... seems to have failed
to mature properly. Peter, would you take a look?
PETER: Shape-shifter embryo. Adorable.
OLIVIA: So the two teenagers... maybe there were two more of these that hatched and killed them.
WALTER: It's a sound proposition, but presumably the embryonic shape-shifters would have needed
features, human identities. They certainly wouldn't blend in otherwise.
PETER: So then those two teenagers were just in the wrong place at the wrong time.
OLIVIA: (answers cell phone) Dunham.
WALTER: It's got dozens of different amino acids, which would allow it to survive in the foreign
conditions of our universe.
OLIVIA: Okay, that was Broyles. Astrid, I want to see if we can download this file from the FBI's secure
TV NARRATOR: (later, on screen in front of science team) The african elephant is the largest --
OLIVIA: Okay, this was recorded last night. Now just before 9:00 P.M., several dozen homes, all within a
half-mile radius of the warehouse, reported an -- an odd kind of interference with their broadcast signal.
PETER: That's right around when the M.E. estimated the time of death for those kids.
OLIVIA: Walter, is it possible that the shape-shifter embryo could have caused this kind of interference?
WALTER: Yes. I believe the interfering signal may have originated in the alternate universe. We may be
getting a glimpse into the other side.
OLIVIA: Can we turn it up?
OLIVIA: And slow it down. (listening to the broadcast) What is that?
ASTRID: It almost sounds like a language. You hear the way that some of those sounds seem to repeat?
PETER: Shape-shifters are soldiers. Soldiers always come with orders. Maybe that's a message.
ASTRID: I can see what the code breakers at the bureau can make of it.
OLIVIA: I got a better idea.
Massive Dynamic - More Research
BRANDON: It's not a language. It's math.
BRANDON: Trig and metric equations -- in this case, a radio wave, the kind given off by a solar flare,
which is interesting.
OLIVIA: Interesting how?
BRANDON: Our astronomical division picked up a surge in solar activity right around that time. Here's a
radio wave from last night's solar flare. Uh, here's your wave. But yours couldn't have come from the Sun.
OLIVIA: Well, where else could it have come from?
BRANDON: I don't know. I mean, they're not in sync.
OLIVIA: Suppose it came from a parallel universe.
BRANDON: Wow. That -- that would de -- Yeah, yeah, because in a parallel universe, time would be
slightly out of sync.
PETER: And the waves would be too.
PETER: What?
BRANDON: Imagine that these are the two universes... slightly out of sync. But on rare occasion, they
perfectly line up. According to the computer, that's gonna happen between our universe and wherever this
radio wave came from.
BRANDON: Based on this, tomorrow at precisely 3:31 P.M.
Antique Shop - Assignments
THOMAS NEWTON: Alright, who will be McCallister?
JILL REDMOND (SHIFTER): That'd be me. He's Wu. (reviewing victim file)
THOMAS NEWTON: Now everything else you need is in here. Once you're done, we'll reconvene at the
exchange points tomorrow at exactly twenty past three.
JILL REDMOND (SHIFTER): So that's it? We're still going through with this?
THOMAS NEWTON: Why? You have a problem with this?
JILL REDMOND (SHIFTER): We're a man down. Neither of us have time to handle the Verona
Assignment, and you don't have a shifting device. Maybe we should abort.
THOMAS NEWTON: And I suppose you'll be the one to give the news to The Secretary. We won't have
another chance like this for seven months. So I'll figure out how to handle Mister Verona. You make sure
you hold your end. Alright?
JILL REDMOND (SHIFTER): You're the boss.
THOMAS NEWTON: Then let's get to work.
Pinewood Savings - Parking Area
JILL REDMOND (SHIFTER): (approaching politely as the banker unlocks his car) Excuse me. Would you
happen to know where Franklin street is?
BEN McCALLISTER: Sure. Uh, you're three blocks South of Franklin, so go down this street. You'll see a
convenience store. Then make a left and go two blocks West. (prepares to give better directions) I'll write it
down for you.
Walter's Lab - Roasting Reindeer
PETER: Hey. Where's Walter?
ASTRID: (chopping on the counter) He's out counting cars. Thinks it might help jog his memory. He says
that human memory is best triggered...
PETER: ...when accomplishing mundane tasks, I know.
ASTRID: Yeah, Walter's convinced that Newton wants to build a door to the other side. If Walter can
remember what he told Newton, we might be able to figure out what's supposed to happen at 3:31
PETER: And these cars that he's tracking down?
ASTRID: Well, he promised to stay off the freeway.
PETER: (enters side office) Hey.
OLIVIA: (busy. sitting in front of paperwork) Hey.
PETER: How goes it?
OLIVIA: Uh, Broyles sent over a list of state and local events taking place tomorrow, so... (hands over list)
PETER: (reading list. sits) Uh-oh. Star Trek Convention at the Worcester Centrum. That's not good. I told
Walter I'd take him. Maybe we'll just pretend like we didn't see that.
PETER: I think I finally figured out why it is that Walter's been acting so strange lately. He's been carrying
this picture around with him -- a family photo from when I was a kid. I think he wants to talk to me about
how my mother died. About a month after I got to Europe, I got a call from Saint Claire's... from Walter. He
told me that she died in a car crash. It wasn't a car crash. My mother committed suicide. It was the only time
I spoke to him in the seventeen years that he was locked up in Saint Claire's. He must have known the truth.
I think, in his way, he was trying to protect me. And... and for whatever reason, he wants to talk about it
OLIVIA: Peter... you know that Walter loves you very much.
WALTER: (returning from outside) Peter! Our synthetic friends. I believe I know how to figure out what
they're up to.
OLIVIA: You remember what you told Newton?
WALTER: No, but as they say in Finland...
ASTRID/WALTER: ...there's more than one way to roast a reindeer.
WALTER: But I'll need some supplies. I need six car batteries, a voltage transformer, and -- and several
yards of ten-gauge electrical wire. Oh! Uh, and a corpse. Any corpse will do. But it shouldn't be dead for
more than two days.
Pinewood Savings - Harmonics Rod
THOMAS NEWTON: (approaches counter) Hello.
BANK TELLER: Hello. Can I help you?
THOMAS NEWTON: Yes, I'm here to see your manager, Mister McCallister. He's... he's expecting me.
BEN McCALLISTER (SHIFTER): (on stairwell) So, boss, you felt the need to check up on me?
BEN McCALLISTER (SHIFTER): Figure out what to do about Verona?
THOMAS NEWTON: I have some thoughts.
BANK TELLER: (interrupts the two in the deposit vault as they prepare to plant the device) Mister
BANK TELLER: Approval for an overdraft withdrawal?
BEN McCALLISTER (SHIFTER): Oh, thank you. I'll be there in just a minute.
THOMAS NEWTON: Okay. You can handle the rest. Just make sure the device remains undisturbed.
(hands over the device)
Walter's Lab - Charged Embryo
PETER: Tied into the house power, and the volt meter is ready to go.
OLIVIA: Uh, so, Walter, you're sure that I'm doing this right?
WALTER: It's perfect, Olivia. Just make sure they're tightened down.
ASTRID: Walter, you really think that his is gonna work?
WALTER: There's no reason it shouldn't. I mean, something stopped this creature from developing, and
because it's part mechanical, if we pump it with enough electricity, we should be able to restart it, like jump-
starting a car.
ASTRID: So what's the corpse for? Is this embryo supposed to reanimate it?
WALTER: Oh, don't be ridiculous. B - but, if we intend to question this creature, then it will need an
identity to... to shape-shift into.
PETER: 'cause that's not ridiculous at all.
WALTER: I think we're ready, Olivia. 80 amps.
PETER: 80 amps.
WALTER: Hmm, not enough power, but it seems to be working. Uh, try 110.
PETER: uhh... 110.
WALTER: Uh, 140.
PETER: uhh... 140. I think we must have blown a fuse.
WALTER: Oh, my. Look. Astrid, quickly -- some candles. (writhes to life in agony) Something's wrong.
When I cut into it, I must have damaged it. Peter, the corpse.
PETER: Alright, good on my side. (hooks shape changing device into fresh corpse)
EMBRYONIC SHIFTER: (bolts to life) Help me. Contact... Newton.
OLIVIA: Thomas Jerome Newton? Where is he?
EMBRYONIC SHIFTER: Verona. d-d-Daniel... Verona.
OLIVIA: Wait, who is Daniel Verona?
EMBRYONIC SHIFTER: Blood type A.B. Negative. Cellular polarity...
WALTER: ...we're losing him.
OLIVIA: Okay, tomorrow afternoon, what is happening at 3:31?
EMBRYONIC SHIFTER: I'm... sorry. (dies)
Midtown Boston - Man Hunt
OLIVIA: (intercepting him outside of the grocery store) Daniel Verona? FBI.
EMERGENCY DISPATCHER: (answering a call from a phone booth) 9-1-1. What is your emergency?
THOMAS NEWTON: Well, there's a man. He's middle-aged, Caucasian. It looks like he's having a heart
EMERGENCY DISPATCHER: What is your location?
THOMAS NEWTON: I'm on the corner of Longwood and Huntington.
EMERGENCY DISPATCHER: What is your name, sir?
PASSERBY #1: (after Newton hangs-up and takes a pill that causes him to collapse and convulse) Oh, my
God! Hey, this... this guy needs help! Does anyone know C.P.R.? Someone call an ambulance, quick!
Federal Building - Blood Test
OLIVIA: He's not a shape-shifter.
BROYLES: We'll run his blood anyway, test it for mercury. Maybe we got to him before they could.
OLIVIA: Why him? I mean, why Daniel Verona? What could they want with him?
BROYLES: Medical Examiner, works out of Boston General... it's anybody's guess.
PETER: Yeah, you too. Okay. Good night.
WALTER: Agent Dunham?
Bishop Residence - Vibration Demo
PETER: Yeah. Verona was a bust. Walter... you've been awake for two straight days. You need to get some
WALTER: Shape-shifters... I should have been more careful with my initial dissection. If I hadn't caused so
much damage, it would... it could have told us everything.
PETER: But you couldn't possibly have known that.
WALTER: It was definitely stupid and inexcusable.
PETER: Calm down. It's gonna be okay. Okay, yeah. We're gonna figure it out, just like we always do.
Okay. Okay. Okay?
PETER: I want you to get some rest, Dad. I'm gonna hit the sack. I'll be upstairs if you need me.
WALTER: You just called me Dad.
PETER: Yeah, I guess I did.
WALTER: Peter!
PETER: Yeah?
WALTER: Newton... I think I know what he's planning to do.
PETER: She's here.
WALTER: Agent Dunham, I'm --I'm sorry to get you out of bed.
OLIVIA: Oh, it's okay.
WALTER: Okay. Now... Geometry and harmonic vibrations. That's how we did it, Belly and I.
OLIVIA: Did what?
WALTER: Sent Belly's Monte Carlo from this universe to the other side. Now as I've said before, the two
universes vibrate at different frequencies. So we set up three harmonic rods arranged as an equilateral
triangle and then activated the rods. When the car began to vibrate at just the right frequency... that's how
we sent Belly's car to the other side.
PETER: And it's exactly what Newton did with the building.
OLIVIA: But Newton's attempt failed.
WALTER: Yes, indeed it did, b-because the building that Newton brought over landed in a location that
was already occupied by another. But I suspect that Mister Newton has found a way around that problem,
because he has something that Belly and I never had.
OLIVIA: What's that?
PETER: Agents in both universes.
WALTER: Yes, Peter. So if we set up the harmonic rods in exactly the same position in each universe, like
so... and we activate the rods... boom. Then whatever is in the center of each triangle will simply be
exchanged. Of course, that would likely require that the universes be in sync.
OLIVIA: 3:31 this afternoon. Okay, so, uh... so what could Newton bring here?
WALTER: Last time he brought a building, so I suppose anything he could fit inside of it -- a... a machine.
PETER: An army.
WALTER: Yes. If the triangle is large enough, that is possible.
OLIVIA: Okay, so we have roughly ten hours to figure out where the center of Newton's triangle is.
WALTER: Yes. But it could be anywhere.
Walter's Lab - Triangulation
(the shape-shifter, as Lineman Wu, is up a powerpole and planting the third harmonic device well away
from Boston on the far side of the Charles River. Wu's supervisor is trying to contact him)
UTILITY SUPERVISOR: (over the radio) Wu! You're supposed to be fixing a transformer at Third and
Spencer. Where the hell are you?
WALTER: (in his lab with the team, he rolls out an area map) Three points -- Newton would have to place
the harmonic rods at three specific locations across the city.
OLIVIA: Okay, so that's why Newton's going after Verona, because Verona must have access to one of the
three points.
PETER: So that would suggest either Boston General Hospital or Verona's home.
OLIVIA: Okay, so Verona lives in Beacon Hill -- 520 South Garden Street.
PETER: (drawing on map) It doesn't matter. It's only a couple blocks from the hospital. So for our purposes,
that's our first point.
ASTRID: (entering room reading from a sheet of paper) I think I might be able to help. Boston P.D. just
found a corpse in Chestnut Hill Village. Three punctures to his soft palate. His name is Ben McCallister.
He's a branch manager at Pinewood Savings Bank. He was found just outside his office.
WALTER: Not easy to access a bank.
OLIVIA: Okay, 185 Mason Avenue
PETER: (plotting the point) Mason... so that's our second point, and now we have the first leg of our
WALTER: We've got more than that, son. We're looking for an equilateral triangle, therefore, the third
PETER: ...can only be in one of two places, right. (plots two equilateral triangle from the commmon side)
Alright, so the third point is either Arlington or... Cedar Grove.
WALTER: Well, try both. See what's in the center of each triangle.
PETER: (plots the two center points) It's either Hyde Park... or right on the Charles River. So he's got to be
targeting Hyde Park.
OLIVIA: Is there a bridge on the Charles?
PETER: Yeah, a condemned railway bridge. Why?
OLIVIA: Uh, the water would absorb any excess energy caused by Newton's procedure, so he must be
making the exchange on the bridge.
WALTER: She's right, Peter.
OLIVIA: (calls out on cell phone) Uh, it's Dunham. I think we have something.
Charles River - Condemned Bridge
(Newton stands riverside and studies the empty gap between the two main support towers of the bridge. his
two shape shifting soldiers approach)
DAVID WU: We're all set.
THOMAS NEWTON: Any problems?
DAVID WU: All good.
THOMAS NEWTON: (after a police vehicle on the opposite side of the bridge pulls-up and sounds a
warning alarm. to his two shape-shifters) Go deal with it, now. (the two leave)
OLIVIA: (racing to the scene, on the phone in her car) Are we sending anyone to look for the harmonic
BROYLES: (hurrying through the parking garage to his vehicle with additional agents) Agents are on their
way to the morgue and McCallister's bank in Chestnut Hill. Boston P.D. have been deployed to the
Andrews Avenue Bridge. What's your status?
OLIVIA: We're a few minutes away. Whatever Newton's trying to bring over, Walter thinks he can stop it.
BROYLES: Okay, call me when you get there. (hangs-up)
PETER: (in the car with Olivia, turns toward the back seat) Walter, how is this thing gonna work?
WALTER: Vibrations are composed of shock waves, and like sound waves, they can be nullified by their
opposite --
PETER: Right, like noise-cancelling headphones.
WALTER: Precisely. The seismograph will pick up the vibrations from Newton's device. The laptop will
calculate its opposite and transmit it to the pneumatic hammer.
PETER: To send out vibrations that would cancel out Newton's device.
WALTER: (busy preparing the equipment) Of course, we have to get the hammer as close to the center of
the bridge as possible, which might be dangerous.
OLIVIA: Dangerous how?
WALTER: The vibrational waves that Newton will need to generate the intensity -- devastating.
PETER: What do you mean, "devastating"?
WALTER: I suspect it would tear a man apart.
PETER: (after arriving at the bridge, the team exits the vehicle and starts to walk toward the two police
officers on duty protectng the entrance to the bridge) Walter, I need you to stay here and finish putting that
thing together, okay? (approaches the two 'officers') Hey... we need to get on that bridge.
COP #1: I'm afraid that's not possible.
OLIVIA: (approaches behind Peter and flashes her badge) Uh... I'm with the FBI.
COP #1: You're the boss. Let me just check with the Sergeant. (takes out cell phone and starts to dial. Olivia
quickly shoots the second officer in the head. it oozes mercury from the skull. )
PETER: (as they both duck for cover behind the police cruiser) How did you know?
OLIVIA: A cop wouldn't call his sergeant on a cell phone. (COP #1 runs for cover. Olivia and the shape-
shifter exchange fire, reload and continue a gun battle. Walter watches from Olivia's utility vehicle loaded
with his equipment)
PETER: (Walter starts the FBI vehicle and races ahead through the gun battle towards the edge of the
bridge) Walter! No!
(Peter is caught in the crossfire and stays behind cover. Walter makes it through the gun battle unharmed
and to the edge of the condemned Andrews Avenue Bridge. Newton sees Walter arriving, checks his watch
and returns to his monitor to see what progress has been happening in aligning the harmonics between the
two uiniverses. the harmonic rods at the bank, morgue and powerpole are all beginning to glow brighter.
The bridge under Walter starts to shake roughly)
Railroad Bridge - Last Chance
(Newton monitors his equipment on his side of the river as Walter works to set-up his across the river. Peter
and Olivia are still pinned behind the police cruiser)
OLIVIA: It's 3:32. Walter's not gonna make it in time.
PETER: (leaves safety behind the car and starts a dash toward the bridge) I'm going up there. Cover me.
(Olivia fires at the shape-shifting policeman and runs after Peter)
(Peter arrives at their vehicle at the end of the bridge and starts to unload the equipment with Walter)
WALTER: (demanding) Peter, you need to get off this bridge. I have to put this right. I started this, I've got
PETER: ...It's gonna go faster if we do it together.
(Newton watches the Bishops race to defeat his procedure and makes a cell phone call. Olivia continues her
gun battle with the remaining shape-shifter)
COP #1: (answers call from Newton) What?
THOMAS NEWTON: Yeah, the two on the bridge -- get them out of there.
OLIVIA: (the shape-shifter starts to run to the bridge and is shot dead by Olivia. Broyles arrives with extra
agents and the run to assist. to Broyles) Peter and Walter are on the bridge. It's started.
WALTER: (preparing the equipment) Pneumatic is ready.
PETER: Seismograph is ready. (as a major vibration shakes the structure)
WALTER: (looking at laptop computer) Cleaning up the program! (heavy-duty compacter begins pounding
the decking) Something's wrong! (inspects the compacter as Peter moves to the laptop) I don't understand. It
should be working.
PETER: There's something wrong with your frequency-recognition program. But don't worry. I can fix it.
OLIVIA: (approaches with agents) How we doing?
PETER: I need you all to get off this bridge now.
WALTER: Get off the bridge.
PETER: No, Walter, there's nothing else you can do. (to Olivia) I need you to get him off this bridge.
OLIVIA: Come on, Walter.
WALTER: No, Olivia. (resisting)
OLIVIA: Walter -- Walter -- (as everyone leaves Peter and a single FBI agent alone on the bridge)
(more vibrations shake the area as Newton checks his monitor. a shimmering vision of the bridge in the
alternate universe appears. Peter fights to get the program working, then finds and repairs a loose connector.
he looks out on the forming bridge and sees the faint image of a man standing in the middle. the agent sees
the man from the other universe and draws and aims his weapon)
PETER: (as piercing noise hurts his head and ears) Aah! (to the agent) You okay? (as the agent dissolves
into thin air. the faint image walks away from Peter and reaches Newton's side of the river just as Walter's
countermeasure disrupts the bridge from forming, returning it to the alternate universe. the shockwave sends
Peter flying backward against the grill of his own vehicle. Peter loses consciousness)
Hospital - Peter Recovers
OLIVIA: (hauntingly, as Peter's groggily opens his eyes) Welcome back.
PETER: (sitting-up in bed. gaining his senses) How long was I out?
OLIVIA: Uh, about a day and a half. Here. (offers him some ice to eat) The doctor said that you'd be fine,
but Walter was worried.
PETER: I'm fine. Is he here?
OLIVIA: Yeah. He wouldn't leave. He'll want to know that you're up. (starts out to retrieve Walter)
PETER: Olivia... I'd like to speak to him alone, if that's okay.
OLIVIA: Sure. (continues out of the room)
WALTER: (joyous. enters perky) Peter. Oh, they told me you'd be alright, But I was so worried, son, and...
PETER: There was another man on that bridge. When Newton's device started to work, I saw him there...
just walking down the bridge. He had to have been from the other side. You said the effects of Newton's
vibrations would be devastating, and... they were. They destroyed that FBI agent. They just... disintegrated
him like he wasn't even there. But they didn't kill the man from the other side. And they didn't kill me.
(stares deep into Walter's eyes) I'm not from here, am I? You didn't just open up a hole to the other side.
You went through... and you brought me back. That's why I was able to survive Newton's device. It's why I
can't remember my childhood.
WALTER: You were dying, Peter..
PETER: ...It's why my mother committed suicide. Isn't it? She knew... didn't she? And when I left, the guilt
was too much for her to live with -- the lie.
WALTER: Peter, you need to understand something...
PETER: (growing angrier) ...I understand, Walter. I understand everything now.
WALTER: (atoning) Son...
PETER: (mad) I am not your son. I'd like to be alone now.
(Walter trundles out, then looks back through a window from the corridor)
Newton's Lab - Recovery Room
THOMAS NEWTON: Uh, it -- it would be easier if you don't try to talk just yet, Mister Secretary. (prepares
a syringe) You see, despite the preparation, crossing over is quite an ordeal on your body, and, uh, the
consequences are unpredictable. This... (administers the syringe) this should help. You should... you should
be able to sleep for a while. And hopefully, when you wake up, you'll be stabilized. (the man from the other
side takes Newton's hand firmly. Newton nods at their shared success)
Bishop Residence - Bad News
ASTRID: (joins the doctor as he prepares food to deliver to the hospital) Walter, it's six o'clock. Peter's
probably still sleeping.
WALTER: (sternly) I have to go to the hospital now. Are you going to drive me, or shall I call a cab?
OLIVIA: (to Astrid after she is let in the front door) Hey. (approaches quietly) Walter... Peter checked
himself out of the hospital three hours ago. He isn't at the Lab, and he's not answering his phone. He's gone.
Walter's Lab - Getting Organized
(the doctor sits alone in his office with a water pipe. smoke fumes rise around him as he leans back and
listens to music. motivated, he neatly labels all of the jars, cannisters and containers in the lab)
ASTRID: (entering and noticing Walter's altered state) Walter?
WALTER: (humbly) I've decided that we need to get organized.
ASTRID: (not fooled) You've been smoking marijuana.
WALTER: I'd hardly classify what I've just smoked as marijuana. It's -- it's a hybrid. Of Chronic Supernova
and Afghani Kush. I call it Brown Betty.
ASTRID: (tolerant) Walter... I know how you're feeling.
WALTER: It's important to take control of one's life.
ASTRID: Walter.
ASTRID: Peter is going to come back. He just needs some time. But he will come back.
WALTER: (as Olivia marches in through the lab doors) Oh!
WALTER: Is there news? Have you found him?
OLIVIA: I'm sorry, Walter. I have some leads that I would like to follow up, but I have to --
WALTER: -- You have to what? What can be more important than finding Peter?
ELLA: (enters the lab) Aunt Liv... the snack machine stole the dollar you gave me. Hi, Astrid. Hi, Uncle
ASTRID: Hi, Ella. You know what? We have some snacks back there in the fridge. You can go help
ELLA: Thanks.
ASTRID: Mm-hmm.
WALTER: Who's that?
ASTRID: Ella, Walter.
ELLA: (marching off) It smells funny in here.
ASTRID: Rachel's daughter. Rachel's Olivia's sister.
OLIVIA: Rachel had to go to Chicago for the weekend, so she asked if I could look after Ella. And I was
wondering if maybe you could watch her --
WALTER: Oh, no, no, no. I couldn't possibly look after anyone else. I'm well into Phase One.
ASTRID: I think she's talking about me. Walter just smoked something called Brown Betty.
ELLA: Hi, cow. (meets Gene)
WALTER: Be careful, Stella. (runs to intercept the two) Gene, Gene, no licking. no licking.
OLIVIA: You should only have to watch her for a few hours.
ASTRID: Don't worry, Olivia. I will be here. We would love to have her.
Walter's Lab - Daycare Mode
ELLA: (playing the board game - Operation. to Walter as the buzzer repeatedly sounds) You're killing him.
You're not supposed to touch the sides. What kind of doctor are you? You're not even trying.
WALTER: His heart.
ELLA: All you've done is eat all my snacks and talk about weird stuff and everything makes you laugh. I
know! Why don't you tell me a story?
WALTER: I'm not very good at stories.
ELLA: Didn't you used to tell stories to Peter?
WALTER: Mm. I'm sure Missus. Bishop did, but... no, I never told Peter stories. I was always... too busy
with my work.
ELLA: What about your parents, Uncle Walter? Didn't they tell you stories?
WALTER: Oh, yes. My mother loved Chandler and another writer called Dashiell Hammett. She loved
detective stories. Oh! And musicals! She adored musicals! She often would dress me up to play parts in
plays at school. I was roughed up quite a lot as a child.
ASTRID: Walter... I think that Ella would really, really enjoy a story.
ELLA: Once upon a time.
WALTER: Well, alright. Are you ready? Um, hmm. Once upon a time... there was an accomplished
detective. Except that she had decided to retire, pack it in, because there was one mystery she could not
ELLA: What was that?
WALTER: How to mend a broken heart. (as fictional Olivia looks at a picture of fictional John Scott)
FICTIONAL RACHEL: Miss Dunham? My name is Rachel. I'm sorry to just show up like this, but I have
left you several messages, and I'd like to hire you. My boyfriend, he's gone missing.
FICTIONAL OLIVIA: Well, as you can see, I'm kinda busy. (pours her self a drink)
FICTIONAL RACHEL: He got in over his head to a gambler. A guy named Big Eddie. I'm afraid
something bad may have happened to him.
FICTIONAL RACHEL: I'm sorry, what? (declines the drink offer) Oh, uh, no, thank you.
FICTIONAL OLIVIA: You know, most times when someone comes in here worried that their sweetheart's
gone missing, or worse... by the time they find out what I usually find out, they wind up wishing he really
were dead.
FICTIONAL RACHEL: What do you usually find out?
FICTIONAL OLIVIA: Rachel, is it? Do yourself a favor. Go home.
FICTIONAL RACHEL: He wouldn't do what you're suggesting. We met only a few weeks ago, but... it was
love at first sight. You probably don't believe something like that exists. But I assure you - it does.
WALTER: (his mind wanders from the fable he was narrating to Ella and he starts singing) Something
happens and I'm head over heels. I never find out till I'm head over heels. Something happens and I'm head
over heels. Don't take my heart, don't break my heart... don't, don't, don't throw it away.
ASTRID: (honestly) What those school kids must've done to you.
ELLA: (earnestly) Maybe you should teach me algebra.
WALTER: Oh. Oh, you see, (fibbing) the... medication that Uncle Walter is on, causes his posterior and
lateral cricoarytenoid muscles to contract his larnyx's. Anyway, what was I saying? Ah! Yes. True love.
(returns to his story)
FICTIONAL OLIVIA: When was the last time you spoke to him?
FICTIONAL RACHEL: On the telephone two days ago.
FICTIONAL OLIVIA: Okay, and what's his name?
ELLA: (interrupts the story) Wait a minute. That's wrong. My mom doesn't love Peter.
WALTER: Of course not. It's just a story. But, as with all good stories, things aren't always as they seem.
So where were we?
ELLA: She just took the case.
WALTER: Oh, yes. How could she not? See, what Rachel didn't know is that Detective Olivia once
believed in love. Especially great love. And, if for no other reason, she took this case to see if such a love
really existed. Now, this is where things might get a bit frightening. I'm not sure you'd want me to go on.
ELLA: (eagerly) Does it have to do with Peter?
WALTER: Maybe. It just might. You see, just as Olivia was gathering the facts from Rachel, far on the
other side of town, a young man had gone into hiding because he had in his possession a very special item.
ELLA: What kind of item?
WALTER: As it happens... (fictional Peter opens a box and...) A heart. But a heart unlike anything the
world had ever seen.
Jazz Bar - Chasing Leads
WALTER: Now... the measure of a good detective is where she gets her information from.
FICTIONAL OLIVIA: (to bar patron) Is he here?
WALTER: (voiceover) Detective Dunham knew some high people in low places.
FICTIONAL BROYLES: (sits at piano, playing and singing, Olivia approaches) ...and you just can't escape
from the sound... don't worry too much, it'll happen to you... we were children once playing with toys...
(stops. annoyed)
FICTIONAL OLIVIA: Hello, Lieutenant Broyles. Good to see you. What's the matter? You're not gonna
say hello?
FICTIONAL BROYLES: Well, now, I didn't know if you actually meant hello or if you were just stringing
me along. You're good at that.
FICTIONAL OLIVIA: I need to ask a favor.
FICTIONAL BROYLES: Must be a good one if you're coming to me.
FICTIONAL OLIVIA: Not as good a favor as pretending six years ago I didn't see a cop on the beat plant
evidence to get a promotion. But yeah, it's important.
FICTIONAL OLIVIA: (hands over photo of fictional Peter) Missing person.
FICTIONAL BROYLES: Never seen him. (hands photo back)
FICTIONAL OLIVIA: What about this? (hands over geometric doodle) Does it mean anything to you? That
guy's sweetheart found it in her apartment the night he vanished.
FICTIONAL BROYLES: (studies it) It's a company logo. Massive Dynamic. Ever heard of them?
FICTIONAL OLIVIA: No. What do they do?
FICTIONAL BROYLES: Question is, what don't they do?
WALTER: (voicing over as Broyles plays the piano) Indeed, what don't they do? Olivia did her homework
and soon found out some of the things they did do.
ELLA: (voiceover) Like what?
WALTER: Massive Dynamic made its money at any cost. A vile firm that never missed an opportunity to
exploit the little guy. Profiteering off the creativity of others.
Nina's Office - Introductions
FICTIONAL NINA: Miss Dunham... Nina Sharp. Pleasure to meet you.
FICTIONAL OLIVIA: Thank you so much for seeing me.
FICTIONAL NINA: Detective Broyles called on your behalf. He said you were looking for someone? You
thought I may be able to provide some information?
FICTIONAL OLIVIA: Uh, yes. His name is Peter Bishop. I'm investigating his disappearance on behalf of
his fiancee. She believes he may be in trouble.
FICTIONAL NINA: Yeah, that wouldn't surprise me. Whatever trouble he's in, I'm sure he deserves much
worse. Peter Bishop is a con man with many talents and many identities -- all of them suspect. Small cons to
large scale industrial espionage, with only one person's interests at heart -- his own.
FICTIONAL NINA: But I can tell you one thing. if he's pretending to love this woman, he must be using
her somehow. For her sake and yours, I hope he stays missing. He's dangerous. (distracted by her assistant)
Ah, I'm sorry. My attention is required on another matter.
FICTIONAL OLIVIA: Of course. Thank you so much for your time.
FICTIONAL NINA: Miss Dunham. You should proceed with caution. I meant it when I said that Peter
Bishop is dangerous. (on the phone after Olivia leaves) It's me. There has been a development.
Driving - After Hours
FICTIONAL RACHEL: (her answering machine) Hello, this is Rachel. Please leave a message.
FICTIONAL OLIVIA: Uh, this is Olivia Dunham. I need to talk to you. It's about Peter Bishop. So could
you give me a call as soon as you get this? (hears a scuffle as the line is picked-up) Rachel?
FICTIONAL RACHEL: Help me, Miss Dunham!
FICTIONAL OLIVIA: Rachel! (no reply)
Crime Scene - Dead Actress
(fictional Rachel lay dead as the police photographer snaps some still pictures)
ELLA: (interrupts the story) That's not how it goes. She can't be dead.
WALTER: Why not?
ASTRID: Probably because it's her mother, Walter.
ELLA: No, that's not it. Because that's not how stories work. She's in love -- true love. She can't die.
WALTER: But... as I have said, in this story, things are not as they seem. (continues his tale)
FICTIONAL BROYLES: She was an actress. Her real name wasn't even Rachel, it was Kelsey. Don't ask
me what to make of it, we're in the dark. But whoever did this was good. Didn't leave fingerprints. Hell, we
can't even identify what type of weapon he used. But one thing we both know, Dunham -- death seems to
follow you around.
FICTIONAL OLIVIA: What you sayin' there, Chief?
FICTIONAL BROYLES: I'm saying I want you as far away as possible.
FICTIONAL OLIVIA: (smart-mouthed) Just when my interest is piqued?
FICTIONAL BROYLES: Keep nosing around, and you and your interest can spend some time downtown
as a guest of The State.
FICTIONAL OLIVIA: Well, it's three hot meals and a bed. It's tempting, but, uh... I think I'll pass.
FICTIONAL BROYLES: I'm serious, Dunham. Time to leave things to the Big Boys.
FICTIONAL OLIVIA: Okay, you win. (walks out and takes written evidence. drives away and calls on her
radio phone)
FICTIONAL OPERATOR: (answers call) Directory Assistance.
FICTIONAL OLIVIA: Yes, Operator, I would like an address, please.
FICTIONAL OPERATOR: Go ahead, Hon. What's the name?
FICTIONAL OLIVIA: Uh, for Doctor Walter Bishop.
ELLA: (interrupts again as she and Walter feed Gene) It's you.
WALTER: Kind of. Slightly less handsome than your Uncle Walter. But equally brilliant. A tinkerer, a
dreamer. And Olivia would soon discover that he was the one that got her mixed up in all this. (continues
Walter's Lab - Cornering The Doctor
FICTIONAL OLIVIA: So you're saying that you hired her to hire me to find Peter Bishop?
FICTIONAL OLIVIA: Why didn't you come to me yourself?
FICTIONAL WALTER: Ah. Your reputation precedes you, Miss Dunham. You aren't the best, but you're
selective. You only take cases where someone has lost their heart to love. So I used her to get your
attention. I never meant for her to be harmed.
FICTIONAL OLIVIA: Okay, well, you've got my attention now, Doctor Bishop. Now who the hell is Peter
Bishop, and why are you looking for him?
FICTIONAL WALTER: He was my lab assistant.
FICTIONAL OLIVIA: You got the same name. You related?
FICTIONAL WALTER: Just coincidental, although I did grow to love Peter as a son. But apparently, he
was far more dangerous than I feared. He stole something from me. My most... important invention. I have
spent my life making things that bring joy and happiness, to make the world a better place. Bubble Gum
was one of my first. Ah. Flannel Pajamas. Oh, Rainbows. And my latest project, Singing Corpses.
SINGING CORPSES: (three sit-up from their respective tables) Two, three, four... (singing in two parts)
Who can take a sunrise? Who can take a sunrise? Sprinkle it with dew? Sprinkle it with dew? Cover it with
chocolate and a miracle or two? The Candy Man... the Candy Man can 'cause he mixes it with love and
makes the world taste good. (they cease and recline)
FICTIONAL WALTER: Why not bring a little life to the dead I say. Their harmonies are still a bit off.
FICTIONAL OLIVIA: What's this? (points to journal)
FICTIONAL WALTER: Well, that's a hug, of course.
ELLA: (seeking clarification on the story) He invented hugs?
WALTER: Oh, yes, my dear. He invented everything that is wonderful in the world. Teddy Bears, and
Chocolate Bars, and... oh, and something even more remarkable than that. A heart. (continues the fable)
FICTIONAL WALTER: A glass heart.
FICTIONAL OLIVIA: What makes it so special?
FICTIONAL WALTER: Put simply, it's a power source. But it's capable of many wondrous things. And
until quite recently... I was kept alive his glass heart. I had a bad heart, and so I invented the glass heart.
And then a few nights ago, someone slipped into my room and stole it while I was asleep. (bares empty
chest) I've done what I can with these batteries. It's kept me stable, but... if I don't get my heart back, I'll die.
FICTIONAL OLIVIA: You think Peter Bishop stole your heart?
FICTIONAL WALTER: They disappeared at the same time. This heart is priceless. Who knows what
somebody would pay for it. I have so much good left to do. If I die, I'll never get to finish any of them. All
of my ideas... they will all die with me.
ELLA: (interrupts with a question) She's gonna help him, right?
WALTER: Of course. But first, she needed to rehire her assistant, Esther Figglesworth. (draws a tight-
lipped glare from Astrid)
Astrid's Plight - Job Hunt
FICTIONAL ASTRID: (sitting before a stern nurse in health care facility) I have plenty of experience with
all kinds of people. (chirppy and smiling) I'm sure that would come in handy, right? I mean, mental patients
probably need tons of patience. (endearing) And love too. They probably need love, right? (sings) I really
need this job... please God, I need this job... I've got to get this job.. (notices her radio phone is ringing) I'm
sorry, excuse me. Oh, it's my old boss now. Can you give me just a second? She only calls when it's
important. Or when she gets lost. (to fictional Olivia) What do you want?
FICTIONAL OLIVIA: New case. I need you.
FICTIONAL ASTRID: You sent me packing this morning, and you owe me six months' back-pay. What
makes you think I'm gonna drop everything just because you call?
FICTIONAL OLIVIA: Because it's important. And because that's just the kind of girl you are. (drops the
phone after getting clobber by the fictional Observer)
FICTIONAL ASTRID: (hears the struggle) Dunham? Dunham, are you--
FICTIONAL OBSERVER: Drop what you're investigating.
FICTIONAL OLIVIA: Who the hell are you?
FICTIONAL OBSERVER: I'm the man who doesn't let his feelings get him into trouble.
FICTIONAL OLIVIA: (as the assailant uses a device the size of a pen to scribe a cut across her upper
sternum) Ah!
FICTIONAL OBSERVER: Don't stick your heart out where it doesn't belong.
Olivia's Office - Girl Talk
FICTIONAL ASTRID: I'm sorry. Does it hurt?
FICTIONAL OLIVIA: Oh, no, no, no. It feels great, actually. Please, keep-- keep doing it.
FICTIONAL ASTRID: I can't believe you got sucked back into business over true love. You know that's
your problem, isn't it? You're always looking for something that doesn't even exist.
FICTIONAL OLIVIA: Hey, that's not true. I'm not looking for someone who's gonna give his heart to the
world. Maybe somewhere in the universe there's gotta be a guy who will keep me warm when I'm cold, feed
me when I'm hungry, and maybe, on occasion, take me dancing.
FICTIONAL ASTRID: Mm. Huh, that's odd. It looks like it's healing. What kind of weapon did you say he
FICTIONAL OLIVIA: Well, nothing that I'd ever seen before. It was, like, some kind of... laser. This is the
same kind of wound that killed Rachel. So the man who attacked me is the same man who took her heart.
FICTIONAL ASTRID: The weapon. I have an idea.
Patent Office - A Lead
FICTIONAL BRANDON: Yeah, the patent on this device was taken out last year. Pretty cool little device,
if I recall. Was patented by this whiz-bang tech company out of Manhattan. Boy, I wish I could work
somewhere like that. Big outfit, all kinds of spy stuff. They go by the name of...
FICTIONAL OLIVIA: ...Massive Dynamic.
Massive Dynamic - Accused
NINA'S ASSISTANT: You can't go in there! Miss Dunham!
FICTIONAL OLIVIA: (barging in) A few hours ago, a man attacked me with that, and told me to forget I'd
ever heard the name Peter Bishop. Now I can call the Feds or you can tell me the truth. You choose, lady.
FICTIONAL NINA: (to her assistant) Bring me the file on the Quantum Laser. The device was developed
here in our Biomedical Research Lab. It was designed as a surgical tool. Several months ago, one of our
prototypes was stolen. But tell me... this man who attacked you, was he bald, with an odd cadence to his
FICTIONAL ASTRID: Not he, they. We call them The Watchers. These people are dangerous and they
don't make idle threats. You should know what you're getting into, Miss Dunham.
ELLA: (interrupting Walter's saga) She was lying.
ELLA: Nina Sharp. She was lying, wasn't she?
WALTER: What makes you think that?
ELLA: I don't know, I just don't trust her.
WALTER: Smart girl. You're getting ahead of the narrative, but you're thinking along the right lines.
Because Detective Olivia didn't trust her either. Now... (continues the tale. Olivia destroys a brake light on
Nina's parked car, then follows the vehicle through the night. she calls her office on the radio phone in the
Nina's Place - Attacked
FICTIONAL ASTRID: (answers the call) Hello?
FICTIONAL OLIVIA: It's me. You got anything?
FICTIONAL ASTRID: Nina Sharp's company, Massive Dynamic, the founder and CEO is a guy named
William Bell. You ever heard of him?
FICTIONAL OLIVIA: No. Should I have?
FICTIONAL ASTRID: Well, it seems he's a sort of scientific Christopher Columbus. He's always searching
for what's right on the edge of our imagination. But here is the interesting part. In the past few years, no one
has seen him. No press conferences, no public appearances. It's like he just disappeared off the face of the
FICTIONAL OLIVIA: Okay, so what's that got to do with Peter Bishop?
FICTIONAL ASTRID: I don't know. But that's weird, right?
FICTIONAL OLIVIA: Yeah. Listen, I gotta go.
FICTIONAL OLIVIA: (playful) Okay, Ma. (stops outside of Nina's house and watches through a window
as Nina takes a video call inside)
FICTIONAL NINA: I have news. Is it safe to talk?
FICTIONAL BELL: Of course, no one can hear us. What is it?
FICTIONAL BELL: The glass heart?
FICTIONAL NINA: Mm, you were right. Peter Bishop has it.
FICTIONAL BELL: So where is he? Where's The Boy?
FICTIONAL NINA: We don't know yet. But we'll find him.
FICTIONAL BELL: Oh, that's fabulous news. Well done, Nina. I knew you could do it.
FICTIONAL NINA: William, I've been going out of my mind.
FICTIONAL BELL: By utilizing the heart's power, we'll be able to create a stable door between universes.
FICTIONAL NINA: And after all this time, we can finally be together again.
FICTIONAL BELL: I know, my love.
(Olivia is attacked from behind and knocked unconscious. she comes-to in a boathouse next to a lake)
FICTIONAL OBSERVER: Excuse me. (to Nina) She is awake.
FICTIONAL NINA: (enters) I see. I suppose I should feel sorry for you, Miss Dunham. None of these
should've been your concerns. The truth is I did everything I could to protect you. I warned you to stay
away from this, but you didn't listen. Now you've given me no choice.
FICTIONAL OLIVIA: Oh, so you're gonna send me somewhere far away, where I won't be able to tell
anybody what you wanna do with that glass heart?
FICTIONAL NINA: Not quite. Go ahead Mister Gemini.
FICTIONAL OLIVIA: (as the man drags her to a wood crate and seals her in) No, no!No, no, no! (as he
nails it shut) Ah. Ah! No! (as the crate is tossed into the water, then begins to fill) Help me! No! Ah!
FICTIONAL PETER: (as he retrieves the crate and frees her) I heard you were looking for me.
FICTIONAL OLIVIA: (after climbing into his raft. exasperated) Thank you.
Peter's Hideout - Discovered
FICTIONAL PETER: Feeling better?
FICTIONAL OLIVIA: Do you mean is a hot shower better than drowning in a pine coffin? Much. Thank
you. I take it you don't live here.
FICTIONAL PETER: No, but nobody else does either. Seemed like a pretty good place to hide out.
FICTIONAL OLIVIA: (studys a map with multi-colored pins) But this is yours.
FICTIONAL OLIVIA: So how'd you know I was drowning?
FICTIONAL OLIVIA: Yeah, one sugar. Thanks.
FICTIONAL PETER: Well, like I told you before, I heard somebody was looking for me.A cop named
Olivia Dunham. So I was following you.
FICTIONAL OLIVIA: Well, someone's been giving you false information, because I'm not a Cop, I'm a
Private Detective.
FICTIONAL PETER: I see. You like Jazz?
FICTIONAL PETER: Miles, Duke, Louis, John Coltrane... you can tell a lot about a person from the music
they listen to. And whether or not they dance.
FICTIONAL OLIVIA: Uh, well, Jazz... not so much. But dancing? Sure.
FICTIONAL PETER: Well, I guess we're opposites. I hate to dance. I'd take you, though.
FICTIONAL OLIVIA: You would? Why's that?
FICTIONAL PETER: I don't know, seems like it'd be fun. You look like a good dancer.
FICTIONAL OLIVIA: You know, all this is very nice, and I'm grateful that you saved my life, but I know
who you are, and I know what you did. Wanna know why I was looking for you? Doctor Walter Bishop
hired me. I know you took his glass heart.
FICTIONAL PETER: Is that what he told you? That I stole his heart? What else did Walter Bishop tell you?
FICTIONAL OLIVIA: That without his heart he would die. And that all the good he does for this world
would die with him.
FICTIONAL PETER: Well, I guess I'm not the only one wWho's been given false information.
FICTIONAL OLIVIA: What, you saying that's not true?
FICTIONAL PETER: Come with me. (leaves kitchen) A hundred and forty-seven pins. Each one represents
a child injured by Walter Bishop.
FICTIONAL PETER: Walter's invented a great many things. Wondrous things. That much is true. But what
he didn't tell you is where his ideas come from. Elephants, rainbows, licorice sticks... they come from the
dreams of children. He steals children's dreams and he replaces them with nightmares. That's what this is, a
Pattern of Destruction. Of damaged kids, shattered innocence.
FICTIONAL OLIVIA: Who else knows about this?
FICTIONAL PETER: Nobody. I worked for him for years, and I didn't even know. Why I was willing to
die so that he could live. (opens shirt)
FICTIONAL OLIVIA: It's your heart.
FICTIONAL PETER: I was born with it. And I was willing to give it to Walter, 'cause of all the good he's
done. Because of all the good he could do. I thought that his life was so much more valuable than mine. At
least until I learned the truth. Walter Bishop isn't responsible for all the goodness in the world. But he is
responsible for so much evil. (the building shakes and a large metallic cylinder breaks through the wall) Oh,
FICTIONAL PETER: They found us. (as Watchers bash open the doors and windows) Run! (Peter and
Olivia fight hand-to-hand with the intruders. the Watchers start firing weapons. Olivia uses one of their
weapons and fires back. she back tracks through the now empty house)
FICTIONAL PETER: (sitting somberly on the floor) I knew you were a good dancer. You really cut a rug
out there.
FICTIONAL OLIVIA: Well, you're not so bad yourself.
FICTIONAL PETER: (expose the gapping damage in his chest) I need your help, Olivia. I'm dying.
Peter's Place - An Operation
FICTIONAL OLIVIA: Okay, I got them. So -- so what do I do?
FICTIONAL PETER: Well... you ever play that game - Operation?
FICTIONAL PETER: Well, it's just like that, except in reverse. You gotta put those batteries into my chest.
But whatever you do, don't touch the nerve endings.
FICTIONAL OLIVIA: And what if I do?
FICTIONAL PETER: Hey... you're gonna be fine. Just go slow, and take them one at a time.
FICTIONAL PETER: So what made you wanna be a detective?
FICTIONAL OLIVIA: I don't know. Uh, I, uh... I guess that I just always knew what it was I was meant to
FICTIONAL PETER: And what's that?
FICTIONAL OLIVIA: To care for people.
FICTIONAL PETER: Then who cares for you?
FICTIONAL PETER: Okay. There's one more. Must be nice to know who you are. To know your place in
the world.
FICTIONAL OLIVIA: So what about you?
FICTIONAL PETER: Oh, I thought I did. I thought I knew who I was. But I was wrong.
FICTIONAL OLIVIA: Done. Peter? Peter? Peter? Please, Peter. (sings) For once in my life, I have someone
who needs me. Someone I've needed so long, for once unafraid I can go where life leads me, and somehow I
know I'll be strong. For once in my life, I won't let sorrow hurt me... not like it's hurt me before. For once I
have something I know won't desert me. I'm not alone anymore. Peter. Hey.
FICTIONAL PETER: Hey. You did it.
FICTIONAL OLIVIA: Okay. You be careful.
FICTIONAL PETER: These batteries aren't gonna last long.
FICTIONAL PETER: We have to get my heart back. Those men who attacked us, they work for Nina
FICTIONAL OLIVIA: But Nina Sharp isn't the one who's got your heart.
FICTIONAL PETER: Then who does?
Walter's Lab - Change Of Heart
FICTIONAL OLIVIA: Put it down, Doctor Bishop.
FICTIONAL WALTER: How did you know it was me?
FICTIONAL OLIVIA: The device -- the one that came through the wall -- I knew that I had seen it
someplace before. You brought Nina Sharp's Watchers to your side. Didn't you?
FICTIONAL WALTER: Peter. Peter! I -- I never meant to hurt anyone. I never -- I can change, you'll see. I
can make up for all the harm I've done. Peter, please. (sings) Who can take the sunrise? Sprinkle it with
dew... the Candy Man can. Peter, please.
FICTIONAL PETER: It's too late, Walter. There's some things you can't undo.
FICTIONAL WALTER: (sings to himself after they leave) The Candy Man can... 'cause he mixes it with
love and makes the world taste good.
ELLA: (interrupts the fable) Are you kidding? That's not a proper ending. Don't you know?All good stories
start with once upon a time, and they end with happily ever after. You don't know how to tell stories, Uncle
Walter. I'll tell you how the story ends.
FICTIONAL WALTER: Peter. Peter, please. I can change. I can fix the damage I've done. Please, give me
another chance.
ELLA: (adding her ending to the tale) ...and Peter looked inside Walter's eyes and realized there was still
goodness inside him. So Peter took his special heart, and with all his might, he split it in two. And the heart
was so magical that it still worked. And together, they made goodness, and lived happily ever after. The
End. (as Olivia returns to the lab) Aunt Liv! We had so much fun.
OLIVIA: Did you? That's great.
ELLA: We played games kind of badly. Then Uncle Walter told me a story.
OLIVIA: (quietly to Walter) I'm sorry, Walter. No luck.
ELLA: (about the story) His ending wasn't very good. It was sad. But I fixed it for him. Didn't I, Uncle
WALTER: Yes. Yes, my dear, you were right. Yours was a proper ending. Yours was a much better ending,
Bishop Residence - Returning Home
(Astrid has driven Walter home from the lab. They park on the street in front of the house and head inside.
Down the street a ways, an acquaintance watches the arrival, then activates a hand-held communication
THE OBSERVER: The Boy has not returned, and I do not believe Doctor Bishop remembers my warning.
(listens) Yes, I am concerned too.
Hill-Top Cafe - Friendly Chat
KRISTA MANNING: (tending to quiet patron) Drink that. Avoid the radar. You'll be in Oakland in no
time. (hands him a CD) And that is for you, Raymond. And your burger should be up in a minute. (joins
Peter at his table) So... where was I?
PETER: Well, you were in the middle of telling me how you moved around a lot as a kid, but I got to tell
you, now I'm hopelessly intrigued with these CDs.
KRISTA MANNING: I'm sort of known here by the regulars for my playlists. I base my tracks on people's
PETER: Well, how often do you think I'd have to come here to be considered a regular?
KRISTA MANNING: I might be able to get you on the list. First, you have to tell me where you're from.
PETER: Technically... I'm from no place you've ever heard of. But let's just say Boston.
KRISTA MANNING: So how long are you here for?
PETER: Well, I was just planning on the one night -- passing through.
PETER: I don't know yet.
KRISTA MANNING: Okay... 'Peter from Boston'. I'll burn you one.
PETER: Really? What did I do right?
KRISTA MANNING: It's a long road to 'I don't know yet'. I want to make sure you stay awake out there.
And I, uh -- I like your eyes. So there's that. Where are you staying?
PETER: I'm staying at the Drake's Bay Motel.
KRISTA MANNING: I'll drop it by after my shift.
PETER: Okay, I'll see you then.
KRISTA MANNING: I'll see you then. (later, after locking-up, she creates a music CD for Peter, then heads
out for the rendezvous. outside in the darkness, a man approaches her as she starts to enter her car. several
tractor-trailer rigs pass by and when they clear away, both individuals are gone, and Krista's car door
remains open. she regains consciousness in a makeshift operating lab and is unable to move) No! No! No!
Please? What are you doing to me? (a shadowy figure wearing surgical gloves stands over her... removing
part of her brain through a hole in her skull)
Noyo County - Heading South
NEWSCAST: (television in the lobby of the Drake's Bay Motel is on as Peter wakes-up in the early
morning light) may not be the best season for Skagit Valley's famous waves of color, but with record
warmth, it is still going to be one for the record books. In Mount Vernon, John Hofferstead, Q13, FOX
TOM: Your room's got a bed, you know.
PETER: What time is it?
TOM: Six A.M.
PETER: Did a pretty girl happen to drop by here? (realizing he was stood-up, he retires to his room and lays
down. the phone rings) Hello? (odd static) Krista? (more static, beeps and distorted voices) Hello?
(later, while driving away from the motel, he activates his navigation system)
PETER: Destination.
NAVIGATION SYSTEM: Please say a city name.
PETER: Portland.
NAVIGATION SYSTEM: Portland. Please proceed to the highlighted route.
PETER: That was obviously way too easy. Destination.
NAVIGATION SYSTEM: Please say a city name.
PETER: Mars.
NAVIGATION SYSTEM: Sorry. Please say the city name.
(he notices the Hill-Top cafe is now a crime scene as he is leaving town. he pulls over and approaches the
officer in charge)
ANN MATHIS: How you doing? I'm Sheriff Mathis. This is Deputy Ferguson.
PETER: Hi, there. Peter Bishop.
ANN MATHIS: Were you a customer here last night?
PETER: I was.
ANN MATHIS: Do you remember your waitress?
PETER: Krista, sure. Why, did something happen to her?
BILL FERGUSON: Do you have any identification on you?
PETER: Of course. (the deputy walks away with the ID to verify it)
ANN MATHIS: Krista told a coworker she was planning to meet you after her shift last night.
PETER: You gonna tell me what's going on here?
ANN MATHIS: You first.
PETER: Yeah, we made plans. But she never showed up. She was gonna meet me at my motel, the Drake's
Bay, but I just fell asleep in the lobby. You can call the front desk, ask the guy there.
ANN MATHIS: Why don't you just hang here a sec, okay? (Peter sees Thomas Newton loitering behind the
assembled crowd a begins to move toward him) Where are you goin'? Who are you lookin' for?
PETER: Um... No one. (after being escorted to the restraining cage in the back of the Sheriff's vehicle) Oh,
come on, you got to be kidding me.
ANN MATHIS: Krista Manning went missing last night. And you talked to her. You two spent some time.
I'd just like to hear about it. I'd like to do that at the station, okay?
BILL FERGUSON: (on phone as the trio drives to the station) B-I-S-H-O-P. Uh, six feet, brown hair.
PETER: (knocks on cage) Officer, I wasn't staying under the name Bishop. I was registered under the name
BILL FERGUSON: Yeah, he says he was staying under the name Stewart. Right, okay. Thanks, Tom.
(hangs-up) Tom over at Drake's Bay confirms that he was passed out in the lobby all night.
ANN MATHIS: Why did you check into the motel under an assumed name, sir?
ANN MATHIS: (answers radio call) This is Mathis. Go ahead.
RADIO DISPATCHER: Dogs have found a body -- the spillway off Route 219 and mile-marker eight.
White female - coroner's on his way.
Route 219 - Dumped Body
ANN MATHIS: (after arriving and stopping on the bridge, she recognizes Krista's corpse as it rests in the
shallow waters along the bank of the river) Oh, my God.
RADIO DISPATCHER: Noyo Search and Rescue, what's your 'twenty?
WES: (over radio) E.T.A. About 45. Confirm this is recovery, not rescue.
RADIO DISPATCHER: That's right, Wes. It's a bad one. The coroner says the victim had some sort of
operation done to her. A piece of her skull cut out. Over.
PETER: (having overheard the radio chatter) Sheriff... can you let me out of the back of this car?
ANN MATHIS: Just -- please, I'm sorry, but you're gonna have to be patient, Mister Bishop.
PETER: Hold on for one second. Hold on. I was listening to your radio. They said that she had a piece of
her skull cut out. Is she missing a part of her brain? I know that that's a weird question, but you need to ask
the Coroner whether she's missing a piece of her temporal lobe. Please.
ANN MATHIS: (walks over to associates. asks the question and returns to the vehicle) How the hell did
you know that?
Sheriff's Office - Suspect Interview
ANN MATHIS: You're F.B.I. huh? What exactly is a 'civilian consultant'?
PETER: Sometimes people with certain areas of expertise can offer them to The Bureau on a consulting
basis. My area of expertise is... weird.
BILL FERGUSON: You mean difficult to explain?
PETER: No, I mean the strange, the inexplicable.
ANN MATHIS: So, uh... can you talk me through this again? You knew that they took her...
PETER: Temporal lobe.
ANN MATHIS: Temporal lobe... because it's like a case you worked on before?
PETER: Exactly. We were never able to catch those responsible.
ANN MATHIS: So that's why you're out here. You're tracking them down?
PETER: No. But I think that they may be tracking me down.
ANN MATHIS: What'd they want with you?
PETER: I'm not sure yet. But I thought I saw one of them earlier outside the crime scene. His name is
Newton. And I think they called me at the Drake's Bay Motel. There was no voice on the other end of the
line. It was just static, and then a series of strange noises and clicks -- I think they killed Krista to find me.
ANN MATHIS: By taking her brain?
PETER: I told her where I was staying. She's the only person who knew.
BILL FERGUSON: Why wouldn't they just... ask her where you were staying? Or force her. I mean, why
cut out her brain?
PETER: It's possible that they needed details about me she didn't know she had.
ANN MATHIS: I'm sorry. I'm not following.
PETER: I know that this is complicated. And I'm sorry that I can't give you all the answers, but the case is
classified. It is possible, however, that I could show you what I mean.
ANN MATHIS: Just give me a minute. I'm gonna go make a few calls, Peter.
PETER: Of course. (makes a call while the Sheriff investigates him)
BROYLES: (answers his phone while sitting in his office) Bishop, where are you?
PETER: I'll save you the trace. I'm in Washington State. Look, I need a favor. You're about to get a call
from the Noyo County Sheriff's Department. They're checking up on my credentials.
BROYLES: Are you in trouble?
PETER: ...uhnt-uh. In fact, just the opposite. I stumbled into an investigation, and I offered them my
BROYLES: We'll ask them to extend you every courtesy.
PETER: Thank you. Listen... I don't want you to tell Walter where I am. In fact, I don't even want you to tell
him that we spoke. If you owe me anything, you owe me that.
BROYLES: Okay. But, Bishop... if you change your mind, I'll send someone to pick you up.
PETER: Thanks. I got to go.
BROYLES: Take care of yourself.
County Morgue - Autopsy
PETER: (standing over his new friends body as it lay on the examination table) Krista seemed like a sweet
girl. Did you know her?
ANN MATHIS: She and my sister went to school together. So explain this to me.
PETER: The temporal lobe is responsible for memory. So think of the brain as the greatest recording device
ever created. Every sight, sound, smell, all recorded in perfect detail. But imagine that there was a way to
get that data out of the brain. So what I said, what I was wearing, What time it was, where I was staying... I
know how it sounds. But believe me, if you can imagine it, it's possible.
ANN MATHIS: If that's true, if they were trying to find you, why didn't they just come for you last night?
PETER: I... I don't know. These are not your ordinary bad guys.
ANN MATHIS: (looks at the opening in Krista's skull) The tissue is very pink.
PETER: Yes, and it's not normally like that. It only happens when our bodies metabolize adrenaline. So her
adrenal's must have spiked right before she died.
ANN MATHIS: (after her luck pen falls into a tray with blood in it. disappointed) Oh... my God.
PETER: (reads the motto on the pen as he cleans it) ..."find the crack"? That is the worst police slogan I've
ever heard.
ANN MATHIS: It's not a slogan. In the darkness, there's always a crack. It's how the light gets in. Ferguson
gave it to me... our first case together. Nobody else thought I could hack it, but... it's -- it's an inside joke.
PETER: It looks expensive.
ANN MATHIS: Yeah. That's what he keeps telling me.
Sheriff's Office - Releasing Peter
BILL FERGUSON: If that's an accurate account of your statement, please sign it.
PETER: It is, very. (signs the statement) I'm gonna get a room at the Northwest Passage. I'll be staying
under the name of... Gene Cowan. So if you need me, that's where I'm at.
BILL FERGUSON: You sure you don't want a police escort?
PETER: No, I'll be fine.
BILL FERGUSON: You know, you say that there are people out there cutting people's brains out to find
you, and you're smiling.
PETER: Look, they may have found me. But now that I know they're here for sure, I found them too. And
now we're gonna catch 'em.
BILL FERGUSON: I don't know about this guy, Ann.
ANN MATHIS: He knew his way around there. He's like a Medical Examiner. He knew the brain, biology,
BILL FERGUSON: Doesn't mean he's legit. You read your books about UFOs and Roswell and whacked-
out theories and government conspiracies. I think that you want to believe. What makes you trust him?
ANN MATHIS: I don't know. (honestly) I'm a good judge of character. (sardonically) I'm the only one here
who likes you.
Gun Shop - After Hours
WEAPONS DEALER: (peering through peep hole in door after Peter buzzes to open) Closed. What do you
PETER: If you open up, I'll make it worth your while. (holds-up roll of cash)
Northwest Passage - Checked In
(after moving into his new room, he unloads a shotgun, pistol and ammunition. as he prepares the weapons
the motel phone rings)
PETER: Mathis? (he hangs up when he hears the same static and distorted voices he heard previously. when
the phone rings again) What do you want from me?
ANN MATHIS: (from her office) Peter... it's Mathis.
PETER: Who did you tell?
ANN MATHIS: What are you talking about?
PETER: Just now, I got one of those phone calls. They know where I'm staying. And I only told you.
ANN MATHIS: ...I didn't --
PETER: -- Then ask your partner!
ANN MATHIS: That's what I'm calling about, Peter. Ferguson's -- Ferguson's disappeared.
Sheriff's Office - Hard Choices
PETER: When was the last time that you spoke with him?
ANN MATHIS: About two hours. He went back to the scene where Krista's body was found. He felt we
might have missed something.
PETER: That means that he disappeared about a half hour before I got the last phone call.
ANN MATHIS: You think they used him to find you, like they used Krista. What is it that makes you
special? Why haven't they taken you?
PETER: I don't know. I don't even know what it all means, but I do know that these people have the
answers. And that's exactly why I need to find them.
ANN MATHIS: Alright then. Call your friends at the F.B.I. Let's get these guys!
ANN MATHIS: The F.B.I. has the expertise. They have the resources.
PETER: And if we call the F.B.I., they're gonna descend on this place, and these people will disappear. I am
this close. And I am going to get my answers.
ANN MATHIS: You said you got calls at Drake's Bay and Northwest Passage, right?
ANN MATHIS: Mm-hmm. Well, we pulled those phone records. Those calls never happened.
PETER: These people can pull memories out of brain tissue. You think they can't make a couple of calls
disappear? I can do that. People have been doing that since the '70s. (studies her body language) I
understand. You don't want me to be right, 'cause if I'm right, then that means your partner is most likely
ANN MATHIS: Hey... Peter... with the exception of who you are, I haven't been able to verify anything
you've said to me. It's all either classified, or it's incredible. I'm calling the Bureau.
PETER: Your partner did disappear. And I did talk to Krista. And I did get those phone calls.
ANN MATHIS: What if he's alive? What if he's out there somewhere, thinking I am doing everything in my
power, including calling the F.B.I. to save him?
PETER: Then that is all the more reason for us to find him ourselves. If you make that phone call, we never
Boston - Grocery Shopping
WALTER: (to a fellow shopper) Excuse me, please. Thank you. Toaster pastry. (reads the ingredients
listed) um...'corn starch, soy lecithin, potassium... bromate'. Potassium bromate? (starts to meltdown
emotionally) This supermarket is trying to kill us! You... potassium bromate - do you know what that is?
STOCK CLERK: Are you okay, sir?
WALTER: It is known to induce renal cell tumors... mesotheliomas of the peritoneum!
STOCK CLERK: Can I call someone for you?
WALTER: Call someone? You know what? You know what you're putting into our bodies? Death!
Delicious, strawberry-flavored death!
STOCK CLERK: Okay, okay. I'm calling security.
WALTER: Yes! (wipes brow and sits in the aisle)
Bishop Residence - Bailed-Out
WALTER: (returning through the front door) They had no right to make me wait at the police station. It's
the makers of those toaster pastries that should be in jail.
ASTRID: Let it go, Walter. You're home now, and you're safe.
WALTER: (looks at the messy room) I wasn't expecting guests.
ASTRID: (returns from the barren refrigerator) Walter... why didn't you tell me you needed help?
WALTER: What am I going to do -- call you every time I run out of 'Pudding Pops'?
OLIVIA: Yes, if you need them.
WALTER: I need to learn to care for myself. If Peter doesn't come back --
OLIVIA: Walter...
WALTER: They'll send me back to the hospital, won't they?
OLIVIA: I won't let that happen.
WALTER: Thank you. I do... I do need 'Pudding Pops'.
Noyo County - Rural Bridge
ANN MATHIS: (walking with Peter) We don't know if he made it, but this is the last place he said he was
PETER: Isn't it protocol for him to call in once he gets here?
ANN MATHIS: Well... sometimes he doesn't do that. Dummy.
(the two separate and head to opposite ends of the bridge. Peter stops and picks-up a gum wrapper, then
hears the same odd noises he heard on the phone. something in the woods catches his eye and he runs to the
edge of a clearing where Thomas Newton and his assistant are standing. the assistant adjusts a handheld
device and the noise stops. Newton raises a weapon and fires a large dart at Peter. nearly struck, Peter pulls
his pistol and fires back... his targets immediately vanish into the dense evergreen forest)
Remote Bridge - Friendly Stand-off
ANN MATHIS: (hears the gunfire) Bishop? (runs to the other end of the bridge and enters the woods
looking for Peter, as he chases the evasive Newton) Bishop! (after sneaking-up behind him) Peter.
PETER: Mathis.
ANN MATHIS: What did you see?
PETER: I saw Newton and one other guy. You didn't see them too? They came running right past you.
ANN MATHIS: (as he stares at her arm) What's wrong? (after he levels his pistol at her) What the Hell are
you doing, Bishop? Put down that gun.
PETER: Who are you?
ANN MATHIS: Bishop... lower... your... weapon.
PETER: In the morgue, you dropped something. Who gave it to you?
ANN MATHIS: What is wrong with you?
PETER: Answer the question!
ANN MATHIS: My pen? It was a gift from Ferguson, my partner.
PETER: Why is there blood on your jacket?
ANN MATHIS: There is blood on my jacket because there is blood on my wrist, which I got when I fell,
PETER: Show me. (inspects her arm) I'm sorry. I needed to know that your blood was still red.
ANN MATHIS: What other color would it be?
(a short while later, back at their vehicle on the bridge as Peter helps her with first aide for her wound)
ANN MATHIS: So these, uh, shape-shifters, they... make themselves look like other people?
PETER: Yeah, it's a technology unlike anything you've seen before.
ANN MATHIS: Peter... I want to level with you. I, um... believe in the unknown.
PETER: Yeah - "find the crack" - I get it.
ANN MATHIS: No, I mean... I read books about... UFOs and conspiracy theories. But I do think... I mean, I
am wondering right now... if you are not completely off your rocker.
PETER: They were there.
ANN MATHIS: I didn't see them... or the dart they shot.
PETER: I know you didn't, because they removed it. I know how this must look... from your point of view
-- I mean, I was there once too. But...
ANN MATHIS: (about his hesitation) You just did it.
PETER: Did what?
ANN MATHIS: You just questioned your own sanity.
PETER: I'm not questioning --
ANN MATHIS: -- When was the last time you slept?
PETER: I'm not hallucinating. And I'm not paranoid. And I'm not questioning my own sanity. I was
wondering why you would listen to me. You're desperate. Ferguson is more than just your partner, isn't he?
So there is something between the two of you.
ANN MATHIS: You said back at the precinct that... that I was trying to rationalize that he was still alive.
You may be right. I may be doing it right now. He may be dead. But I won't believe it until I see his body. I
can't. (answers cell phone) Mathis.
Crime Scene - Fresh Victim
PETER: You want me to go look? (she shakes her head then moves toward the victim)
DEPUTY: Sheriff. The victim's a white female. She has part of her skull missing.
PETER: I don't recognize this girl.
ANN MATHIS: You've never seen her before?
PETER: No, I've never seen her before.
ANN MATHIS: Who is she?
Interview - Sister of the Victim
HEATHER: I talked to Gwynn right before her shift ended. We'd talked about her coming over last night to
help me color my hair. I figured she just got tired. I should have called her.
ANN MATHIS: You couldn't have known. I'm sorry.
PETER: Did your sister ever hang out at the Hill-Top Cafe?
HEATHER: Um... I don't think so.
PETER: What about the Mosser Brothers gas station out on Route 202? I filled up there on the way into
HEATHER: Her pickup's a diesel, and I don't think Mosser's carries diesel.
PETER: Fine, what about the Drake's Bay Motel? Would she ever go there for any reason?
ANN MATHIS: Peter...
HEATHER: What's this about?
ANN MATHIS: It's just... part of our investigation. If you could just write down your address for us. She is
grieving, and you are not getting anywhere.
Bishop Residence - Cleaning-Up
WALTER: (after putting on some music) The Hadron Super Collider is less complicated than that infernal
ASTRID: (standing over a sink of dishes) Next time, don't use laundry detergent, and the dishwasher will
work fine.
WALTER: Thank you, Astrid. You're a Federal Agent. I doubt, during your years of training, that you had
dreams of babysitting a helpless old man.
ASTRID: You are not that helpless. A little disorganized, maybe. Don't you usually keep this in the
bathtub? (hands him a toy double-decker car) Walter?
WALTER: (recalling) I took this little car from the Zelazney Building. Objects from the other universe like
this emit a glimmer, a distinctive energy signature. It may be possible to detect that signature.
WALTER: So I need you to gather all the objects from the other side that we recovered from the Zelazney
Building and from Jacksonville and bring them to the lab.
ASTRID: Okay, why?
WALTER: To build a device to read that energy signature! Peter emits the same energy, don't you see? This
is how we will find Peter.
Remote Road - Late Night
PETER: I must have seen Gwynn somewhere, or she had to have seen me. I mean... she has to have had
some value to them, some knowledge that they needed.
ANN MATHIS: We'll go to your motel and get your things, get you something to eat, and... you can stay at
my house tonight.
PETER: It's okay. I'll be fine.
ANN MATHIS: You're my only connection to finding Bill right now. I want you safe. (notices a vehicle at
the edge of the woods) What color was Gwynn's truck?
PETER: Tan brown.
ANN MATHIS: Driver's side window is rolled down. Glove compartment's open.
PETER: Okay, so this girl pulls over her truck, rolls down the window, and then opens up the glove box.
You tell me - why would she do that?
ANN MATHIS: She got pulled over by a cop.
PETER: Or someone pretending to be a cop -- or Bill.
ANN MATHIS: Pretending to be Bill?
PETER: Well, these shape-shifters, they take on the appearance of people in positions of authority. (as she
returns to her vehicle) Where you going?
ANN MATHIS: I'm calling the F.B.I.
ANN MATHIS: First, you said they cut out his brain to find you. Now you're telling me he may have been
shape-shifted? Which is it, Peter? Did I make a mistake not calling the F.B.I.? I am very scared right now.
PETER: Wait, wait-wait. Just hold on for one second. Those people, when they were taken, they must have
been afraid, right? And when they were killed, they must have been terrified.
PETER: So I know how to find them.
County Morgue - Adrenaline Rush
PETER: Do you know how airplanes have blackboxes?
ANN MATHIS: To record flight data, sure.
PETER: Yeah, well, human bodies collect data as well. Both Krista and Gwynn's muscle tissue was flooded
with adrenaline.
ANN MATHIS: Yeah, I remember.
PETER: Well, the tissue would've partially metabolized the adrenaline. So we should be able to measure the
rate of absorption, which will tell us when the adrenaline was first produced.
ANN MATHIS: What about Newton? How does that help us find him?
PETER: Look... normally, your adrenaline levels are flat. (draws diagram on chalkboard) Then you
experience fear. A spike in adrenaline. Sometime later, you experience more fear, say, in the moments right
before you were killed -- another spike, two points of fear. Now, we already know where the girls were
abducted. So if we can just determine how much time took place between these two intervals...
ANN MATHIS: ...then we can figure out where they were killed.
PETER: Exactly right. There is one more thing. We're gonna need a control sample. Can you stick that in
the centrifuge? (turns to the machine) It's that thing right over there. (fires his pistol into the ceiling when
her back is turned)
ANN MATHIS: Ah. (startled... turns and starts to draw weapon from holster) Hey!
PETER: I'm sorry! I'm sorry. (very apologetic) I just needed to scare you. (unsheathes a large biopsy
needle) I'm gonna need to take a tissue sample from you.
Federal Building - Broyle's Office
BROYLES: (sitting across from his agent) How is Doctor Bishop doing?
OLIVIA: Walter's trying to adjust to a very difficult situation. He's concerned about being sent back to St.
BROYLES: Will he be able to function if Peter doesn't come back?
OLIVIA: I'm sure that Peter will come back. Do you know something? Have you spoken to him?
County Morgue - Map Review
PETER: Krista Manning's adrenaline spikes were forty-two minutes apart. So assuming that Newton drove
the speed limit, sixty miles an hour...
ANN MATHIS: ...on these roads, that'd be a good way to get killed. He would have stuck to forty-five.
PETER: Alright, forty-five. (plots circles on a Noyo County map) Okay, the center point is where Krista
was taken. At forty-five miles per hour, The farthest they could have gone would be thirty-one and a half
miles. Gwynn, our second victim... was taken much farther out of town, almost on the other side of the
county. Her adrenaline spikes are fifty-seven minutes apart. Again, factoring forty-five miles per hour...
that's it. (points to sliver between overlapping circles) That's our 'kill-zone'.
ANN MATHIS: You're assuming he killed them both in the same place.
PETER: They were using complex medical equipment. It's not easy to move an operating room. Much
simpler to just bring the victims to a specified location -- someplace out of the way.
ANN MATHIS: (points to a facility on the map within the region identified by Peter) Like an old dairy
Dairy Farm - Looking Around
PETER: Just ask him something only he would know.
ANN MATHIS: Hello, there. It's, uh, Craig, right?
CRAIG: Yeah.
ANN MATHIS: I don't know if you remember, but, uh, I think you were in choir with my sister up at St.
CRAIG: Well, actually, I was at Good Shepherd. Good memory, though.
ANN MATHIS: Yeah, Good Shepherd - that's right.
CRAIG: So, uh, what can I do for you?
ANN MATHIS: Your old dairy farm up the hill. Could there be people up there?
CRAIG: People?
PETER: Yeah, you get up there often?
CRAIG: No, not much, since we shut it down. Why? (later, inside the house and reviewing a map of the
property) Okay, we got twelve outbuildings -- the milking parlors, the barn, and the holding stalls.
ANN MATHIS: Those are all good places to hide.
PETER: That's a lot of ground to cover.
ANN MATHIS: I'll go call backup to help with the search. (leaves the house)
CRAIG: Need any help with the search?
PETER: I think it's best if you stay here.
CRAIG: Let me get you the keys. (turns to retrieve something on the far side of the room)
PETER: Sure. (looks around the room and notices the CD that Krista made for him. turns to Craig charging
at him... swinging a hammer)
Rural Farm - A Confession
CRAIG: (as he is physically beaten) Uhh! Ohh! Uhh! Uhh! Unh! Uhh! Uh!
PETER: Who are you? Where's Newton? (punches Craig's face again)
ANN MATHIS: Peter, stop!
CRAIG: I couldn't stop. The girls -- I wanted to be close to them. I just couldn't stop.
ANN MATHIS: Where is he? Where's Ferguson? What did you do to him?
(searching a dark outbuilding full of medical equipment)
ANN MATHIS: Bill? (weapon drawn and flashlight on) Bill? (enters a dark room) Peter... Bill! Bill... He's
still breathing. Thank God. Bill.
PETER: It's just ink. There's no incision here. I'm gonna go call an ambulance.
ANN MATHIS: Bill. Stay with me, baby. I'm here. I'm here now. I'm here, Bill.
(standing in a field near the barn, after more law enforcement has arrived)
PETER: I don't know what to say.
ANN MATHIS: You saved Bill's life, and you tracked a killer - what else is there to say? I wish there was
something I could do for you. Whatever your experiences are, whatever you can't or won't tell me about... I
think you're looking for meaning in things that... have no meaning.
PETER: I don't know who I am anymore.
ANN MATHIS: When I was in college... my family was killed. Murdered.
PETER: I'm sorry.
ANN MATHIS: Sometimes I still think... one day I might catch whoever did it. I was alone for a long time.
But I found my place. You will too.
Walter's Lab - Good News
WALTER: Once we isolate the glimmer, we can find Peter. Is the spectrograph ready, Agent Farnsworth?
ASTRID: Walter, you put in the wrong numbers.
WALTER: No, no, I believe they're correct.
ASTRID: No, they're not. But, then, you know that already, don't you? I thought you wanted to find Peter.
WALTER: What if he won't forgive me, Astrid? All I have now is hope -- hope that he will come to
understand why I did the things I did. What if I find him, and he won't forgive me? What do I have then?
OLIVIA: (joins the conversation) Hey.
ASTRID: Hey, Olivia.
OLIVIA: Walter... I found Peter.
WALTER: W - where?
OLIVIA: He's in Washington State. I'm heading to the airport now. Would you like to come with me,
WALTER: I'll need to pack a bag.
Northwest Passage - Peter's Room
(he puts his pistol on the nightstand next the bed, looks at the compact disk that Krista made for him, puts
the CD in a disk player and lays on the bed listening to music as he rests his eyes. music = "I could sleep, I
could sleep, I could sleep, I could sleep, I could sleep... when I lived alone... is there a ghost in my house?
My house)
THOMAS NEWTON: (startles Peter as he stands over him with a pistol) Peter, Peter. (summons a man
from the other room) Mister Secretary.
MISTER SECRETARY: (enters the room) Hello, Son.
(Peter is stunned and amazed - meeting his original father from the alternate universe)
alt-Fringe Division - Class One Breach
MILITARY TECHNICIAN: (watching detection activity on large monitor in the Situation Room)
Anomalous energy signature detected! Local -- Brooklyn! Confirmed -- we've got a breach!
SUPERVISOR: Lock it down.
AGENT FRANCIS: (walking in from a side room) Oh, I was thinking, hey, maybe a slow day, it being
Saturday and all. No rest for the wicked.
BOLIVIA DUNHAM: (strolling in from the lobby) Oh, you're not wicked, Charlie. You just pretend really,
really well.
LINCOLN LEE: (stepping out of the elevator) Somebody playing my song?
MILITARY TECHNICIAN: Class-One Event, sir.
LINCOLN LEE: I can see that. You? (to Francis and Dunham)
BOLIVIA DUNHAM: Clear as day.
COLONEL BROYLES: (stepping from his office) Okay people, nap time's over. Let's go to work.
Response Vehicle - Situation Report
BOLIVIA DUNHAM: (gearing-up and harassing Francis about the injection he just gave himself) So
exactly how big would the worms get if you stopped dosing yourself?
AGENT FRANCIS: They're not worms.
TACTICAL TEAM: (in unison) They're arachnids.
LINCOLN LEE: (reviews handheld monitor) SitRep as follows. Class-One Molecular Dissolution.
Numbers show severe molecular cohesion failure. This isn't just a little tear. We got a full-fledged hole here,
BOLIVIA DUNHAM: Has anything come through it?
LINCOLN LEE: No data yet.
TEAM MEMBER: On site in less than sixty seconds.
AGENT FRANCIS: As long as it's not bugs.
BOLIVIA DUNHAM: Oh, it's probably bugs. What? Bugs like you.
AGENT FRANCIS: On my six! Go! Go! Go! Go!
TEAM LEADER: (as a dozen armed team members empty from the van and into the theater) Move! Move!
LINCOLN LEE: (into his head mic as the team deploys) I want Science and Risk reports in three minutes.
Opera House - Potential Quarantine
AGENT FRANCIS: (as Lee walks down the main aisle to the stage) Site's secure, boss.
LINCOLN LEE: (sprays a fine mist across center stage and illuminates it with a violet light. large red
cracks appear in the fine aerosol mist) Chief, this is bad. I'm showing Stage-Three degradation.
COLONEL BROYLES: (on radio. sitting at his desk and repsonding to the data he is being fed) I need data
that tells me this event is contained, Captain.
LINCOLN LEE: I'm trying here. Damn it. (notices anomaly remains) We're in potential quarantine range
here, sir.
COLONEL BROYLES: Send up a Looker. Stat.
TECHNICIAN: (over radio) The Looker's being dispatched now, sir.
BOLIVIA DUNHAM: (interviewing onlookers outside of the theater) Hi. I'm Agent Dunham with Fringe
Division. Could I see your Show-Me please?
WITNESS: Sure. (hands-over personal identification card) You ain't gonna quarantine the place, right?
BOLIVIA DUNHAM: (inspects and returns ID) There's nothing to worry about. But if you could tell me
what you saw -- I mean, even small things could be important.
LINCOLN LEE: (on the phone after floating a silver dollar on clear liquid in a small jar) I'm getting
decreased gravity measurements here, Colonel. (holds-up small electronic device) Activating Quarantine
Risk Assessment - Imminent Quarantine
COLONEL BROYLES: Agent Farnsworth?
AGENT FARNSWORTH: (sitting at a large table monitor next to him. mechanical, almost autistic,
response) Broyles. Phillip. Colonel.
COLONEL BROYLES: Risk assessment. I need to know if this thing is spreading. (on the phone) We can't
have another Boston, Captain.
LINCOLN LEE: I know that. (to himself) You think I don't know that?
AUTOMATED VOICE: Quarantine device unlocked.
COLONEL BROYLES: (to Farnsworth) Recommendation Agent.
AGENT FARNSWORTH: (studying the copious data stream on her monitor) Quarantine will result in
excess of ten thousand casualties.
AUTOMATED VOICE: Warning. One minute to quarantine. Massive loss of life will result. Warning...
COLONEL BROYLES: Recommendation, Agent.
AGENT FARNSWORTH: Gravitational and molecular degeneration are decreasing, but outside acceptable
COLONEL BROYLES: Recommendation, Agent Farnsworth?
AUTOMATED VOICE: Massive loss of life will result.
BOLIVIA DUNHAM: (joining Lincoln on the theater stage) Really?
AUTOMATED VOICE: Forty seconds to quarantine. Quarantine device unlocked.
BOLIVIA DUNHAM: God, and I didn't even update my will.
AUTOMATED VOICE: Massive loss of life will result.
LINCOLN LEE: Frank would just spend it all anyway.
AUTOMATED VOICE: Warning. Thirty seconds to quarantine.
COLONEL BROYLES: Recommendation, Agent Farnsworth?
AGENT FARNSWORTH: (intense study of the data stream) Event is terminating - no quarantine
COLONEL BROYLES: (on radio) Captain, you are clear. Do not quarantine. Repeat -- do not quarantine.
AUTOMATED VOICE: Twenty seconds to quarantine. Massive loss of life...
LINCOLN LEE: (casually to Bolivia) We've got to stop doing this. (disarms the quarantine device)
Opera House - Cancerous Corpse
AGENT FRANCIS: (from the mezzanine) Hey, guys. We got something up here. I wish it was bugs.
BOLIVIA DUNHAM: What is that?
LINCOLN LEE: (studying the tumor rich corpse of James Heath) These look like carcinomas. There's no
way anyone could live long enough to develop tumors this severe. (to Olivia) Witnesses have anything?
BOLIVIA DUNHAM: The usual -- I mean, they heard a tearing sound. They saw a blue flash through the
window. I gave them Chips so they could get radiation scans.
LINCOLN LEE: Let's see if he has any I.D. Guy may have had a wife and kids before the universe sucked
him up and spat him out.
BOLIVIA DUNHAM: (removes a wallet from the coat pocket) Poor guy.
LINCOLN LEE: (inspects a driver's license) That's not a Show-Me.
BOLIVIA DUNHAM: (scans a $20 bill from the wallet) Okay. (hands the bill to Lee) Check this out.
LINCOLN LEE: (studies the image on the bill) Who the hell is Jackson?
WALTER: (hiding in a nearby aisle with Cortexiphan test subjects) Olivia. Come on. Come on. Let's go.
Come on, everyone. Keep down. Come on. Come on. (as they crawl to elude capture. a dirigible airship
motors overhead, visible through the skylight in the theater. outside, a gray and cloudy looms over Brooklyn
and Manhatan)
Walter's Lab - Security Footage
(a day and a half before crawling in the aisles of the Orpheum Opera House, Walter sits in his lab and
watches Peter and Secretary Bishop exit a room in the Northwest Passage motel)
SECRETARY BISHOP: (on recording) I can take you back where you belong, son. They have our
coordinates. But if you come with me, you won't be able to come back here. You have to make a choice,
PETER: (on recording) Let's go. (the quality of the image blurs to static, then clears. Peter and his father are
both gone)
(Olivia sits alone in a quiet bar and accepts a straight-up neat refill of her favorite adult beverage. In his lab,
the dismayed Walter gets to his feet and starts searching storage boxes. In the bar, Olivia sits at the counter
and sips silently... a bald man in a dark suit and hat quietly drops a piece of paper on the seat next to Olivia
and leaves through the service area behind the bar. Olivia looks up and takes note of the familiar man, then
notices what has been left for her on the seat. Walter continues his search, becomes frustrated, then calls
Olivia on her cell phone)
OLIVIA: Hello?
WALTER: (raised agitated voice) Hello, Agent Dunham. There... there is something I am supposed to
remember, and I can't remember what it is, but it's about Peter.
OLIVIA: Walter?
WALTER: No, no, no! I think something is going to happen to him. (Olivia looks at the paper that was
delivered to her. A large device is sketched in black and white. Peter's image has fire/smoke coming from
his eyes. A, C, G and T is written across several columns of the paper) Something... something terrible.
Walter's Lab - End Of The World
WALTER: I think this is what I'm supposed to remember.
OLIVIA: Okay. Well, one of those men -- you know, the Observers -- I think he left it for me.
WALTER: Well, after I brought Peter from the other side, some years later, one of them came to visit me.
Well -- well, he told me that I had to agree to never let Peter return to the other side.
WALTER: Well.. because if I did, this would happen.
OLIVIA: Okay, but what is this, Walter? What does it even mean?
WALTER: Look, look, it is exactly what it happens to be. See? I think my son... is going to be responsible
for the end of the world.
OLIVIA: Okay look Walter, we have to get Peter back.
WALTER: He went over by his own free will.
OLIVIA: But he didn't know about this.
WALTER: Well, even if he wanted...
OLIVIA: ...Walter! How do we get him back?
WALTER: We have no way of contacting--
OLIVIA: Walter! How?
Massive Dynamic - Confronting Nina
CORPORATE SECURITY: I’m sorry, sir, I can't let you go in there. This is...
BROYLES: ...Don't even think about it!
NINA: What is this, Phillip?
BROYLES: We have reason to believe your company is manufacturing weapons for the other side.
NINA: Oh, that’s absurd.
BROYLES: I want every piece of data even remotely related to the other universe.
NINA: How dare you? Are you out of your mind?
OLIVIA: Stop it, both of you! Peter is in danger. Walter says that this technology has a very specic aand
recognizable design.
WALTER: I dare say Nina would agree.
NINA: Dear God. What side is this?
WALTER: Does it matter?
NINA: This is William's technology, but we didn't build it.
OLIVIA: Okay, Nina, listen to me. Peter's been taken. You have to help us cross-over.
Massive Dynamic - Atomic Cheesecloth
BRANDON: The thing is, to get over there, that's uh, really a misnomer. In truth, the two universes are
overlapping. And to get to the other side, our universe needs to pass through you, literally, like -- like water
passing through a cheesecloth. Our cells need to separate on an atomic level. The problem is, when they
come back together, they don't come back together with the same cohesion. Somehow, Bell managed to
cross back and forth, although precisely how, we can find no record of. But I suspect that whatever
methodology, he crossed so many times that he's become like this coffee cup -- molecularly unstable.
WALTER: As many atoms in each of us... as there are stars in the sky. It's why Belly never came back, isn't
it? Because he was scared that the same thing would happen to him.
NINA: I don't know. I've sent him communications, but if he got them, he hasn't been able to communicate
to me.
OLIVIA: There has to be a way. What about how you crossed over when you first got Peter?
WALTER: The last time I opened a door, it set in motion the ripples that weakened the very fabric of our
reality. To do so again could instantly shatter both worlds... and likely would.
NINA: Brandon, give us a moment. You know, unlike William, you have the ability to cross over safely.
OLIVIA: I can't. I – I - I mean, I – I - I can't control it. I've -- I've flashed over for a few seconds, or Bell's
pulled me over, but I – I - I can't control it, not on my own.
WALTER: Not on your own, but if there were two or three of you, a – a - a larger power supply, as it were.
BROYLES: I'm not following.
WALTER: With more Cortexiphan children, their collective psychic energy could... you know, Belly and I
always agreed that that primal part of the brain which allows us to cross universes is also responsible for a
host of - of paranormal activities -- pyrokinesis, telepathy, thought control. And that we all had these
abilities until… ‘til there was a moment in history when something was done to us, and -- and it was shut
down. I suspect aliens. Unfortunately, the only other Cortexiphan children that we have located, they have
failed or worse. You... are the only one left.
BROYLES: Actually... she's not.
Massive Dynamic Experimental Campus - Rehab
BROYLES: There are still over a dozen Cortexiphan subjects unaccounted for. Prudence dictated we
determine what we might be dealing with in the future.
OLIVIA: So you woke all three of them up?
BROYLES: Actually, five. We've tracked down some others.
BROYLES: About six weeks ago, Massive Dynamic proposed a series of experiments to help them gain
control of, and repurpose their abilities. These three have been quite successful. James Heath can now cure
disease, not cause it. Sally Clark is becoming a fully functional pyrokinetic. And your friend Nick Lane's
empathic transfers can now be controlled.
SALLY CLARK: Nick. Very good, baby.
NICK LANE: Welcome to the Monkey House.
Fringe Divison- Ask For Help
OLIVIA: This is new. Who authorized it?
BROYLES: Senate Intelligence... thanks to Peter. It was part of a list of demands he gave me right before I
went to secure our funding.
NICK LANE: This is very ‘’Mission Impossible’’.
JAMES HEATH: I know you. You're the man that experimented on us. I could kill you where you stand.
WALTER: Each of you could. What I did... was inexcusable... barbaric. The collateral damage has been
extensive. But know that we had noble goals. We believed that our world needed guardians, protectors, that
you children would be those protectors. We fostered your talents because we foresaw that the day would
come when both universes would be in jeopardy. So... horrible as it is to say, today is the day for which you
were created. What I could never have imagined is that I would be asking you to help me save my son. I'm
so sorry. Well, if none of you are gonna kill me... I think I'll go and have a bit of a cry.
NICK LANE: Man, that's not the same guy I remember.
JAMES HEATH: He's exactly the same.
BROYLES: Doctor Bishop has identified a likely spot to attempt a crossover - Brooklyn, New York. You
go at oh-eight-hundred tomorrow morning. You might want to get some rest.
JAMES HEATH: Hey, F.B.I. guy. We're about to go save the world, right? Two worlds even. Can't we have
a night off?
BROYLES: Whatever they want.
Community Hospital- Curing Disease
DYING WOMAN: Who are you?
JAMES HEATH: I was never lucky, you know? Sometimes people need some good luck. Tonight I guess
that's me. Who else do we have?
James' Apartment- Last Night
NICK LANE: Hmm. Me or the strawberry?
NICK LANE: So what would you like this time -- to feel what I'm feeling, or what you're feeling?
Walter's Residence- Packing
WALTER: Please God?.
Olivia's Apartment- Saying Goodbye
ELLA: Aunt Liv, what time is it?
OLIVIA: It's early. I have to go on a trip, and, uh... I wanted to give you something before left.
ELLA: It's pretty.
OLIVIA: My mother... your grandmother... gave it to me before she died. She told me that it would keep me
safe. So now I'm giving it to you.
ELLA: Thanks, Aunt Liv.
OLIVIA: You are welcome, baby girl.
RACHEL: You're up early. I didn't even hear you come in last night.
OLIVIA: No, I've been working a case.
RACHEL: Think you'll be home for dinner?
OLIVIA: I hope so. I'll call you and let you know.
RACHEL: Okay. Hey, you okay?
OLIVIA: Yeah. We should do this more often. It's nice.
ELLA: Look what Aunt Liv gave me.
Opera House- Going To The Other Side
BROYLES: Even assuming this works -- that you make it to the other side -- you still have no idea how
you're going to locate Peter.
OLIVIA: No, but I spoke to Nina Sharp, and she sent a message to William Bell asking him to meet us at
the Grayshot Bridge in Central Park at four P.M. I think he'll help us find Peter.
BROYLES: Dunham... Massive Dynamic didn't make that weapon over here. That means Bell may have
made it on the other side for them.
OLIVIA: No. I trust him.
BROYLES: In any case, Nina has no confirmation that Bell even gets her messages.
BROYLES: In which case, you're essentially invading enemy territory without a plan. You don't know
anything about the opposition, the landscape...
WALTER: Oh, we're ready. We're ready to try this.
BROYLES: You can't tell me you think this is a good idea.
OLIVIA: No. I don't think that this is a good idea. Do you got a better one?
WALTER: It was lovely, wasn't it? Now... faded and broken just like me.
OLIVIA: So how does this work, Walter?
WALTER: Remember your Shakespeare, Dear. "all the world is a stage"... or in this case, both worlds. You
will form a circle. I - I will stand in the middle, and I will lead you across.
BROYLES: No. You can't do this.
WALTER: Oh, no. No. He is my son, Olivia.
BROYLES: You can't do this. I won't allow it.
WALTER: I believe I can. Or -- or else they cannot. I can't ask them to do something that I - I'm not willing
to chance myself. Thank you. Well, if any of you have changed your minds, I will understand.
NICK LANE: We were talking about it on the way over here. Maybe you did damage us. But on the other
hand, maybe you made us special. Fate is a tricky thing.
WALTER: So, um... you -- you would want to take a few steps back I think, Agent Broyles. Olivia. Now, I
want you to clear your minds and -- and just relax. Alright? Now, ignore everything except the sound of my
voice. Now... sp-spread out your arms. You remember how. Spread them out to each other. Yes. Good.
Now, I want you to think back to when you were just young children Back to when you were just young
boys and girls. Think back to when your imagination could… could take you wherever you wanted to go.
Imagine this universe slipping away, opening like a curtain. Allow the universe to pass right through you.
Allow your imagination to take you to the other side.
OLIVIA: James. James.
OLIVIA: Walter, what do we do?
JAMES HEATH: Look... we made it.
Opera House- Hiding
NICK LANE: We’re on the other side
OLIVIA: Okay, come on James. You've got to get up. We've got to hide now.
SALLY CLARK: Oh Nick... Nick, I don't feel so good.
WALTER: Through here.
OLIVIA: Come on.
TEAM LEADER: Move! Move! Move!
LINCOLN LEE: I want science and risk reports in three minutes.
WALTER: Nick. Nick, make them leave.
NICK LANE: I've been trying. It's not working. What's wrong with us?
WALTER: I don't know.
SALLY CLARK: Nick, I'm scared.
BOLIVIA DUNHAM: Check this out.
LINCOLN LEE: Who the hell is Jackson?
LINCOLN LEE: Going to a strip club later?
AGENT FRANCIS: Someone's got to visit your sister.
BOLIVIA DUNHAM: The paper's real. The detail is amazing. Why would someone go to this kind of
COLONEL BROYLES: What in God's name did you all find?
LINCOLN LEE: Nothing useful. Dead end so far.
COLONEL BROYLES: Well, whatever it is you scanned just raised a red flag over at the D.O.D. The
Secretary wants to see you.
Department Of Defense Headquarter- Call Of Duty
BOLIVIA DUNHAM: Hey, Charlie, you ever met him?
AGENT FRANCIS: I shook his hand once when I graduated The Academy.
BOLIVIA DUNHAM: What about you?
LINCOLN LEE: My dad knew him.
BOLIVIA DUNHAM: Oh, that explains so much.
LINCOLN LEE: Yeah, you don't want to leak worms all over the guy. Makes a bad first impression.
AGENT FRANCIS: They're not worms.
MILITARY RECEPTIONIST: He's waiting for you. Go ahead in. Mister Secretary.
SECRETARY BISHOP: Thank you. Agent Lee... I'm sorry about your father. He was a good man. Fine
LINCOLN LEE: Thank you, sir.
SECRETARY BISHOP: And this is your team?
LINCOLN LEE: Yes, sir. Agents Francis and Dunham.
SECRETARY BISHOP: I understand you're investigating a Fringe Event in Brooklyn.
LINCOLN LEE: That's correct, sir.
SECRETARY BISHOP: And in this event, there was a casualty -- a man?
LINCOLN LEE: That's correct, sir. So far, we haven't been able to...
SECRETARY BISHOP: ...Agent, I believe that I may have insight into who that man is and where he was
from. What I'm about to tell you is classified. But I think it's time you knew what you were dealing with.
Agent Dunham, what can you tell me about the Fringe Division?
BOLIVIA DUNHAM: Okay, I'll play. Uh... The Fringe Division is a special adjunct branch of the
Department of Defense. It's primary focus are natural and environmental disasters that began in 1985 with
the Zero Event at Reiden Lake.
SECRETARY BISHOP: And what are these natural disasters?
BOLIVIA DUNHAM: They're holes in the fabric of the universe, sir.
SECRETARY BISHOP: A-plus. And how do you know all this?
BOLIVIA DUNHAM: I know it because I read it in the Z.F.T. in 1995 when you wrote and published it.
SECRETARY BISHOP: Z.F.T. The natural decay of our world. What would you say if I told you that the Z.
F.T. is a lie? Or a half-truth anyway? These tears are not natural. They are the work of man. These holes
don't simply lead to nothing. There is something on the other side.
LINCOLN LEE: Another one.
BOLIVIA DUNHAM: Another what?
SECRETARY BISHOP: Another universe... a parallel Earth just like this, but slightly different. And it was
their attempt to penetrate our world which created the pattern of destruction that we struggle with daily.
BOLIVIA DUNHAM: The twenty dollar bill was...
SECRETARY BISHOP: ...from the other side, and so was he. And I suspect he didn't come alone. As you
know, I am not a lover of war. But I have reason to believe that these invaders are anything but peaceful.
They must be found, and they must be found quickly.
LINCOLN LEE: We'll get them sir.
SALLY CLARK: I'm burning up, Nick.
NICK LANE: It'll be fine, baby.
BUS DRIVER: Scan your I.D. lady.
OLIVIA: Sorry. Uh, we're gonna have to walk.
NICK LANE: Central Park is 59th Street - that's three miles from here.
OLIVIA: Okay, then we better get started.
ELIZABETH BISHOP: Hi. How are you feeling?
PETER: I'm okay.
ELIZABETH BISHOP: You've been asleep for three days. Your fath... Walter said you might feel a bit
dizzy. Maybe you'd like to sit down.
PETER: I'm okay.
ELIZABETH BISHOP: You must be starving. I made some eggs and bacon. Do -- do you still like bacon?
When you were a boy, we…
PETER: I love bacon.
ELIZABETH BISHOP: Oh, Peter. Oh, I've missed you so much.
NICK LANE: Stop for a second.
SALLY CLARK: It's fine. I'm fine. Let's go.
NICK LANE: You've got to know something. What the hell is wrong with us?
WALTER: Oh, I suspect that somehow the human circuit was flawed. Did any of you engage in extreme
use of your abilities last night - far more than normal?
WALTER: Perhaps poor Mister Heath…
NICK LANE: You've got to help her.
WALTER: I can't. But if we're lucky, perhaps William Bell can.
SALLY CLARK: It's the Grand Hotel. They never built it.
WALTER: Things that might have been in our world, but weren't.
OLIVIA: Come on. It's not far.
ELIZABETH BISHOP: Coffee's quite hard to come by over here. It's been rationed for some time now. But
Walter's very well connected.
PETER: It's funny, I.. I never had bacon when I was growing up. My mother was vegetarian, so she never
made it. Until today, I always thought I imagined having it as a kid. I'm sorry... my mother from the other
side. I'm sure you don't want to hear about that.
ELIZABETH BISHOP: No, on the contrary. I want to hear all about your childhood. What's-- are you close
with her still? I mean... did she take good care of you?
PETER: She took very good care of me. But she committed suicide about ten years ago. My mother from
the other side… she was wonderful, but she wasn't strong. In fact, she was very, very sad... which I suppose
is because of me.
ELIZABETH BISHOP: No, listen. Peter, in the end, we have to take responsibility for our own decisions -
the good and the bad. Your father's going to be so pleased to see you.
PETER: He had said he wanted me to help him with something.
ELIZABETH BISHOP: Yes, he's staying in the city tonight, but he asked me to give you this.
SALLY CLARK: Oh, God. Look, Nick. These are my favorite. Can I get one?
NICK LANE: I don't think so, baby. We got to go.
SALLY CLARK: I - I like it here. Maybe -- maybe we can stay. Nick... I'm gonna stay.
NICK LANE: I know, baby. I know. Come on, let's go. Do you see him? William Bell?
NICK LANE: There's a water fountain. Come on, I think it'll help.
WALTER: Are we late?
OLIVIA: Maybe he didn't get the message.
WALTER: Bell has betrayed us.
OLIVIA: Run, run, run!
LINCOLN LEE: Don't move!
OLIVIA: Walter. Walter!
NICK LANE: I think I'm staying here.
SALLY CLARK: You stay. We'll stay together.
LINCOLN LEE: Look, I don't want to hurt you. Step away.
SALLY CLARK: Screw you.
RADIO MAN: Man down. Med Team to Grayshot Bridge. Man down.
BOLIVIA DUNHAM: Hey. Where's the ambulance?
WALTER: Dizzy... must be the onset of hemorrhagic shock. But I'm still walking, so the bullet couldn't
have hit my spinal column. I'll be perfectly fine. Excuse me.
ELIZABETH BISHOP: Do you really understand all these?
PETER: Maybe. I'm not sure yet.
ELIZABETH BISHOP: Good night, Peter.
PETER: Good night.
Bolivia's Apartment- Frank's Last Night
FRANK STANTON: Mm. I tried to wait up.
BOLIVIA DUNHAM: Oh, hi baby.
BOLIVIA DUNHAM: Well, he's got third-degree burns over ninety percent of his body. He's gonna need
three months in a Nanite Regeneration Chamber, but he'll live. I'm sorry - and on your last night.
FRANK STANTON: I'm going for a week, not until the end of time.
BOLIVIA DUNHAM: Yeah. Details.
FRANK STANTON: Might be a good day to start drinking.
BOLIVIA DUNHAM: Oh, God. I would if I could only stand the taste.
FRANK STANTON: So what happened out there?
BOLIVIA DUNHAM: Just a... small anomaly that set off a fuel cell. It was just bad luck of the draw is all.
Come on, no more work.
FRANK STANTON: I know what you need.
BOLIVIA DUNHAM: Yeah? What's that?
BOLIVIA DUNHAM: Oh, you are a god.
FRANK STANTON: I'll get the oil.
BOLIVIA DUNHAM: Really? On your last night? Oh. I'll take it. Mm. Mm.
WILLIAM BELL: Hello, Olivia. It's good to see you again.
OLIVIA: How -- how did you know that I...
WILLIAM BELL: ...I suspected you would come here.
OLIVIA: Okay, so where were you at the park?
WILLIAM BELL: I received Nina's message, but when I got to the park, it was too late. There was nothing
I could do. My dear Olivia, I know you have good reason not to trust me. But I'm afraid you're going to
have to. Walter is in trouble. And I'm quite confident we don't have much time.
Lower Manhatan - Air Tour
TOUR GUIDE: The Grand Hotel, designed by Antonio Gaudi. Built in 1908. The Long Island Triangle.
Fringe Event 2461. A semi-permanent thin spot formed in 1990. Temporal and spatial distortions are
present. This area is off-limits. Midtown quarantine. Fringe Event 89722. An unstable wormhole at the
Madison Square Garden that would not close was quarantined by Fringe Division in 1999. Due to recent
legal developments, the 10,000 citizens encased in quarantine amber have been recently ruled legally dead.
Liberty Island. Appropriated by the revised eminent domain provision of ‘’The Earth Protection Act’’ in
1989, now headquarters of the Department of Defense.
DoD Headquarters - Odd Report
MAJOR WARNER: Mister Secretary. You said anything odd, sir.
MAJOR WARNER: Sir, Homeland Security received a report of a high-priority individual being admitted
into the E.R. At New York General Hospital.
MAJOR WARNER: That's the odd part, sir. It's you.
Bolivia's Apartment - Call To Duty
BOLIVIA DUNHAM: It's Sunday. Day off.
COLONEL BROYLES: 'fraid not. I'm uploading your assignment now. (later, to Mister Secretary) Team's
on the way. We'll get them, sir, quickly and quietly.
DoD Headquarters - Strange Reunion
PETER: Mister Secretary.
SECRETARY BISHOP: Hello, son. I've imagined this moment so many times. I can't imagine how strange
it must be for you.
PETER: I've seen the strange. But this... this is something else.
General Hospital - Recovering Walter
WILLIAM BELL: This is the last hospital before the park. If we don't find Walter here, we'll start heading
OLIVIA: Okay, well, how do you know that he's not already in custody?
WILLIAM BELL: I've checked with my sources at Homeland Security. I don't believe Walternate's people
have found him yet.
OLIVIA: "Walternate"?
WILLIAM BELL: It's a nickname Walter gave him years ago. "Walternate." over here, he's the Secretary of
Defense. The Fringe Team answers to him.
OLIVIA: To Walter?
WILLIAM BELL: I know it takes a little getting used to, doesn't it?
NURSE: Okay, we're gonna have to refer to the chart.
WILLIAM BELL: Excuse me.
NURSE: How big were the bees? This big? Bigger than a grapefruit?
WILLIAM BELL: Excuse me.
NURSE: Hey, pal! If you ain't bleeding, back of the line. Excuse me, sir, I-- I didn't realize.
WILLIAM BELL: That's quite alright. I believe a friend of mine is being treated here.
NURSE: What's the patient's name, please?
WILLIAM BELL: You go. I'll buy you some time. You find Walter. I'll meet you in the parking lot. I'm
sorry. A misunderstanding.
NURSE: (to Bell) Okay. (to Francis) Give me a second. I'll find him for you.
AGENT FRANCIS: We're also gonna need his medical files purged from the system. Fringe authorization.
NURSE: I purged his file. He's in bed eighteen.
WILLIAM BELL: Uh, excuse me, excuse me. Don't I know you from somewhere? I -- I have it. You're
agents. Fringe Division. You work for the Secretary.
AGENT FRANCIS: Sorry, sir, we're in a bit of a rush.
WILLIAM BELL: I'd imagine you would be. Chaotic times, aren't they? Chaotic times indeed. I'm terribly
sorry. The Secretary and I are old friends. I'm William Bell. I see you're carrying ‘’76-Pulse’’ side arms. I
designed those, you know.
BOLIVIA DUNHAM: Uh, I'm sorry, Mister Bell, but we have to…
WILLIAM BELL: …the ‘’76’’ models don't have the phase repeater. That's a design flaw.
OLIVIA: Walter.
WALTER: Olivia. It is you, isn't it?
OLIVIA: Yes, Walter.
WALTER: Prove it.
OLIVIA: Come on, Walter. We don't have time for this.
WALTER: Ah... yes, it is you. That's wonderful. Hi.
WILLIAM BELL: They also don't have the pulse function. Which I am putting in the ‘’77’’.
BOLIVIA DUNHAM: Excuse me, sir.
OLIVIA: Okay. Walter, can you walk?
WALTER: I can dance, if you like. They have absolutely fabulous drugs here, Olivia. I feel great. Oh, and
look, look, look. Accelerated healing techniques. It -- it's miraculous.
OLIVIA: Okay, come on, Walter. Bell's waiting for us.
WALTER: Belly's here?
OLIVIA: Yes. Yes, he is.
WALTER: That's nice of him to finally show up.
AGENT FRANCIS: Here. Clothes are gone.
BOLIVIA DUNHAM: He was wounded.
AGENT FRANCIS: I'll lock down the hospital.
ATTENDANT: Are you looking for something?
BOLIVIA DUNHAM: I need the security footage for this unit. Now.
WALTER: Hello, William.
WALTER: I see you've aged.
WILLIAM BELL: It appears I'm not the only one.
OLIVIA: Get in, Walter.
AGENT FRANCIS: Hey. You okay? Looks like you just saw a ghost.
DoD Headquarters - Meeting Bolivia
PETER: Thank you. What's the red?
SECRETARY BISHOP: That's the quarantine areas.
PETER: Boston?
SECRETARY BISHOP: Most all of them. Because of what that man did. The man who stole you.
PETER: That's a lot of blame to place on just one man.
SECRETARY BISHOP: It's true, I'm afraid. When our two universes first interacted, it caused soft spots on
the other side. But it was much worse here. The laws of physics were turned into mere suggestions. But I'm
hoping you can change all that.
PETER: I don't know what you heard about me, but... changing the laws of physics might be slightly above
my abilities.
SECRETARY BISHOP: That's fair enough. But there have been break-throughs on the the other side in
science and engineering that -- that we haven't achieved yet. And these are things that you understand. The
schematic I left with your mother...?
PETER: Yeah, I looked at them, and... whatever it is, it's unlike anything I've ever seen before. So what is
SECRETARY BISHOP: It's very old tech. It's something that... I believe can be applied to heal the
problems of this world... of your world. I've replaced missing parts with new equipment, but, unfortunately,
it still doesn't work. My engineers tell me that the problem probably lies in the power source. I was hoping
that you would have a look at it.
PETER: Of course I will.
SECRETARY BISHOP: Peter, I know it wasn't easy -- making the choice to come home. But I'm very glad
you did.
MAJOR WARNER: Sir, Agent Dunham is here. She doesn't have an appointment.
PETER: ...Olivia's here?
SECRETARY BISHOP: Send her in. Agent Dunham.
SECRETARY BISHOP: Thank you, Major.
BOLIVIA DUNHAM: Do I have something in my teeth?
PETER: No, you remind me of somebody I know. But your hair is different. Think I like yours better.
SECRETARY BISHOP: Would you excuse us, please, Peter? I need to speak to Agent Dunham. I'll be out
in a moment to show you around. Agent.
BOLIVIA DUNHAM: Uh, we lost him at the hospital, sir. We think he had help escaping.
SECRETARY BISHOP: That's not why you're here, is it?
BOLIVIA DUNHAM: Uh, no, it is not.
SECRETARY BISHOP: I told you there would be invaders coming over from the other side, but I didn't tell
you they would be us.
BOLIVIA DUNHAM: No, you did not.
SECRETARY BISHOP: They're our doubles, alternate version of ourselves, but don't be deceived, Olivia.
They're monsters in our skin. They'll do anything, say anything to gain our trust, but they can't be trusted.
BOLIVIA DUNHAM: That man. He knows me. Or her. That's why he was staring at me. Is he from the
other side?
SECRETARY BISHOP: That man... is my son. Peter.
BOLIVIA DUNHAM: Your son who was kidnapped twenty years ago?
SECRETARY BISHOP: Yes. Kidnapped by them. Agent... may I ask a favor of you?
Meal Break - The Doorstop Plan
OLIVIA: They had cameras everywhere. We must be on the hospital surveillance tapes.
WILLIAM BELL: Which means we are fugitives.
WALTER: Double breaded for a big crunch. It's so good. Tastes just like on our side. It was Wednesday,
1983, when I happened to identify the last of the 11 secret herbs and spices.
OLIVIA: Walter... okay. I think that we should split up. I can look for Peter faster if I'm on my own.
WALTER: We have a larger problem. Without Mister Lane and the others, we won't be able to cross back
to our side.
WILLIAM BELL: Olivia can still open the door. That's her gift, is it not?
WALTER: I don't know how much of a toll crossing over took on her. You may be able to open a crack, but
without the others to enhance your power...
WILLIAM BELL: ...that's it, then.
WILLIAM BELL: We need a doorstop. Something to hold the door open where Olivia has already provided
a crack. You could build one, Walter.
WALTER: A doorstop! No... no, no, no, no. For starters, I'd need a particle accelerator. I don't think they
exactly sell those at the local drugstore.
WILLIAM BELL: No. But I think I know where we could get one.
WALTER: Oh! Oh, of course. I'm sure you opened Massive Dynamic On this side as well.
WILLIAM BELL: As a matter of fact, I did not. I did not...
WALTER: get rich and famous while I was rotting away in a padded cell.
WILLIAM BELL: Oh Walter, will you please...
OLIVIA: ...hey! Come on, you can work this out another time. Okay, Walter... You build a doorstop, If you
can. I'm gonna go look for Peter. Now do you have a cell phone?
WILLIAM BELL: They monitor all the communications networks. That's probably how they knew about
Central Park. It's safest if we don't try to communicate with one another. We'll meet back at the Opera
House in twelve hours.
WILLIAM BELL: Be careful. We've accomplished a lot together, Walter. But she may be our greatest
Safe House - Settling In
BOLIVIA DUNHAM: The Secretary thinks you'll be comfortable here.
PETER: Thanks.
BOLIVIA DUNHAM: So, uh, it's UV-proof glass. Uh, state-of-the-art anti-fire tech. There's viral purging,
air filtration, and there's a gym and a pool upstairs. The Secretary's gonna send a car to pick you up at Eight,
take you to dinner. What was it like on the other side? Secretary told me.
PETER: A lot like it is here. Just... slightly different. It's subtle, but definitely different.
BOLIVIA DUNHAM: You know, when people find out that you're back... you're gonna be famous.
PETER: What do you mean?
BOLIVIA DUNHAM: Well, your kidnapping. It's a famous story.
PETER: So I'm like the Lindbergh Baby?
PETER: Nothing.
BOLIVIA DUNHAM: What's she like?
PETER: She's a lot like you. Darker in the eyes, maybe. She's always trying to make up for something.
Right some imaginary wrong. Haunted, I guess. Maybe she's nothing like you at all. Thanks for the ride.
(Walter and William on the way to Harvard University)
WALTER: Am I responsible for this?
WILLIAM BELL: Yes, Walter. I'm afraid you are.
Walternate's Lab - Pilfering Equipment
WALTER: Oh. Of course.
WILLIAM BELL: At one time, Walternate was intent on finding a means to cross between universes. Just
as you were. He didn't succeed, but... it stands to reason the technology we need might be here.
WALTER: Didn't Walternate work with you? Or, rather, the William Bell from this side?
WILLIAM BELL: Walternate? No. It seems that William Bell on this side was killed in a car accident as a
young man. Over here... the other you and the other me never had occasion to meet.
WALTER: What a shame. Imagine how much money you could have made if there were two of you.
WILLIAM BELL: Creating Massive Dynamic was not my idea, Walter. We both talked about borrowing
this world's technologies to help our own.
WALTER: You didn't help the world, William. You helped yourself. You pilfered this world for profit.
WILLIAM BELL: As a by-product, yes. Let's remember, the only reason I came back over here was to
prevent a war. And to stop a chain of events set into motion the day you stole Peter!
WALTER: A little truth, if you please. You say you want to prevent the war while you quietly fuel it. I
know that you helped craft the shape-shifters. Your design signature is all over it.
WILLIAM BELL: I had little choice. If I wanted to keep tabs on Walternate, I had to remain valuable to
WALTER: I've lost... seventeen years in a mental institution, William. Seventeen years! And even now, I'm
-- I'm still incomplete. I forget things. Uh, names. Places. Connections that I used to be able to make so
easily. They just -- they just dangle, just outside of my reach. I know what you did to me. I know that you
cut out pieces of my brain.
WALTER: ...what kind of man could do that? You robbed me of my memories of my wife, of my son, of
my past!
WILLIAM BELL: Walter! I believe you've found what we're looking for.
WALTER: We should get started.
BOLIVIA DUNHAM: How did you...?
OLIVIA: ...we both leave our hide-a-key in the same place.
WILLIAM BELL: This should do. With some modifications, this should act as a doorstop.
WALTER: Now, we need to simultaneously amplify and limit the molecular destabilization margins.
WILLIAM BELL: Well, we should try not to electrocute everyone in the process.
WALTER: Well... this will reopen the crack in the door. But without the others, I'm not sure that Olivia will
be strong enough to keep it open.
WILLIAM BELL: Well... leave that to me.
Bolivia's Apartment - Getting Acquainted
OLIVIA: Now, I need your help.
BOLIVIA DUNHAM: Well, you have a funny way of asking.
OLIVIA: Okay, I need you to take me to Peter Bishop. I assume that you know where he is. Don't.
BOLIVIA DUNHAM: It's getting heavy.
OLIVIA: Is that mom?
OLIVIA: She's alive? What is she like?
BOLIVIA DUNHAM: Well, the last few years have been hard for her. My sister died during childbirth.
You have a sister too?
OLIVIA: And a niece. Ella. She's seven.
OLIVIA: I need to speak to Peter Bishop. He's in danger here, and he needs to understand that.
BOLIVIA DUNHAM: This isn't just an assignment, is it? Are you two a couple? Is that what this is about?
OLIVIA: Please, I need to speak to him. You gotta trust me. I'm you.
WALTER: You haven't answered my question.
WILLIAM BELL: What question?
WALTER: Why did you remove my memories?
WILLIAM BELL: I had my reasons.
WALTER: Belly...
WILLIAM BELL: Walter... Let the past be the past. We have less than four hours to get back. We should
Bolivia's Apartment - Confrontation
OLIVIA: Will you help me?
OLIVIA: Okay. Stop. Stop.
BOLIVIA DUNHAM: I was just getting my keys.
OLIVIA: Put it down.
BOLIVIA DUNHAM: You keep your backup gun in your purse, don't you? I keep mine in my jacket.
Bolivia's Apartment - Fist Fight
BOLIVIA DUNHAM: Now put your gun slowly down on the table.
OLIVIA: I thought we had an agreement.
BOLIVIA DUNHAM: You know, I don't know what you are, but you are nothin' like me. You know, he
was right. Call Fringe. This is Dunham.
OLIVIA: Uhh! Unh! Uhh!
AGENT FRANCIS: Hey, Liv. I tried your Cuff a couple of times. Everything okay?
OLIVIA: Yeah. What's up, Charlie?
AGENT FRANCIS: Got a power surge at the Secretary's old lab. So Broyles wants us to go and check it
out. You sure you're okay?
OLIVIA: The Secretary just called. He, uh, he wants us to move Peter Bishop. Apparently, he's not safe
where he is.
AGENT FRANCIS: They found Peter Bishop?
(In the safe house)
PETER: Object is totally unresponsive. But there's nothing wrong with it. There's no... obvious damage to
the structure. And yet... somehow it just feels incomplete. Alright, this is gonna sound crazy. In fact... this is
kind of crazy. But what if... the object was symbiotic in nature? Which is to say that it wasn't entirely
mechanical, that it needed some sort of... some sort of... organic interface?
(Agent Francis and Olivia on their way to Peter)
AGENT FRANCIS: So how much do you know? How did they find him?
OLIVIA: I don't know.
AGENT FRANCIS: Wow. After all these years. Can you imagine when the tabloids get hold of this?
OLIVIA: You know, I think it has something to do with why these people have come from the other side.
AGENT FRANCIS: Yeah, I suppose so.
OLIVIA: Have we got any new leads?
AGENT FRANCIS: No, nothing new. I gotta tell you, Livvy, this job isn't what it was ten years ago.
You’ve got alternate universes. I mean, it just -- just wasn't part of my training, you know? I mean, how are
we supposed to fight these people? Truth is, Livvy, this makes me feel obsolete, you know?
Safe House - Retrieving Peter
PETER: The parameters are human... a reflection of the human genome. The spectrum isn't random. In fact,
the specificity of the configuration would seem to suggest that the object would only respond to a subset of
people. And a narrow subset at that. A subset of one. Me.
AGENT FRANCIS: Charlie Francis.
PETER: Peter Bishop. It's a pleasure to meet you. Come on in. What can I do for you guys?
OLIVIA: Uh, Mister Bishop, we're concerned for your safety.
PETER: What's this?
OLIVIA: This was given to me by an acquaintance of your father. An Observer.
PETER: An Observer?
OLIVIA: He gave it to me, I think, to warm me about what would happen to you if you ever returned here.
AGENT FRANCIS: What's going on?
OLIVIA: He wants you to know that your friends are here and that they have come to keep you safe.
AGENT FRANCIS: Hey, Liv, what the hell are you talking about?
OLIVIA: Oh, God. Peter, it's me.
PETER: Thanks, I think I just figured that out.
Safe House - Confessions
PETER: He lied to me. He told me I could heal the problems of this world. My father told me that all the
problems out there started when Walter came over and stole me. And that, now that I was back, I was gonna
be able to help to fix it. But his bringing me back was never about fixing this universe. It was about
destroying yours.
OLIVIA: I'm sorry.
PETER: How long did you know?
OLIVIA: A few weeks. Peter, I...
PETER: ...don't worry. I'm not gonna let them do this.
OLIVIA: I don't think that he can. I mean, not without you. Peter... you don't belong here.
PETER: No, I don't belong here. But I don't belong there, either.
OLIVIA: Yes, you do. I have thought of one hundred reasons... why you should come back. To -- to fight
the shape-shifters, to take care of Walter, to -- to save the world. But in the end... you have to come back.
Because you belong with me. (she approaches him and they kiss)
alt-Fringe Division - Tactical Orders
SECRETARY BISHOP: (marching from the elevator) Colonel Broyles, listen up. I need everyone's
attention, now!
COLONEL BROYLES: Mister Secretary.
SECRETARY BISHOP: I want all surveillance retasked to find a fugitive.
COLONEL BROYLES: What fugitive, sir?
AGENT FARNSWORTH: I've got her - her ‘’Show-Me’’ just passed the auto scan checkpoint at Sector 47.
SECRETARY BISHOP: They're heading back to the Opera House.
COLONEL BROYLES: Alright, people, let's move. This is not a drill.
Opera House - Heading Home
WALTER: They should be here by now.
WILLIAM BELL: They'll be here. Help me get this thing inside. Walter!
WALTER: Oh, okay.
(Olivia and Peter drive-up, park near the theater and exit the car)
WILLIAM BELL: Hello, Peter. I'm William Bell. Haven't seen you in many years. You're holding up better
than I would have thought.
PETER: What's a little universe hopping between friends?
WILLIAM BELL: That's not what I meant.
OLIVIA: (as sirens sound and vehicles arrive) Okay, so what do we do?
WILLIAM BELL: Peter, help your father get this device inside and powered up. Olivia and I will hold them
off. (the Bishops take the accelerator inside. agents exit their vehicles and Bell retrieves a weapon from his
car. to Olivia) I supplied Fringe Division with the ‘’76 model’’. (he shoots a vehicle and it explodes) This is
the ‘’77’’. Come on.
WALTER: (preparing the equipment inside the theater) Peter, I don't even know where to begin. I never
meant for any of this to happen.
PETER: How do we do this, Walter?
WILLIAM BELL: (outside. defending the theater) Phosphorous grenades. Be careful. They're prototypes.
They could be unstable.
OLIVIA: (takes the grenades) What do you mean, unstable?
WILLIAM BELL: Just try not to jostle them. (as gunfire erupts around them) Cover me. (Olivia provides
covering fire with her pistol)
(inside. the Bishops activate the accelerator)
TEAM LEADER: Ready? (to his assault as they prepare to attack the theater) We move on my mark.
COLONEL BROYLES: (standing behind cover with Bolivia Dunham, they listen to lengthy instructions on
their earpieces) Yes, Mister Secretary. I understand. (the two agents nod after the instructions and she heads
off on a task away from the firefight)
OLIVIA: (runs out of ammunition) Damn it. (prepares a grenade) Doctor Bell! (sees Bolivia standing
behind them) Get down!
(inside, the Bishops see and hear a large flash from the street where the battle was occurring)
BOLIVIA DUNHAM: (standing over the groggy scientist as he regains his senses) Doctor Bell. Can you
hear me? Doctor Bell. Ohh. Thank God.
WILLIAM BELL: (as she helps him up) What happened?
BOLIVIA DUNHAM: (all the nearby vehicles are damaged, burning, and the gunfire has stopped) Uhh. I,
uh... I used a grenade. I think I bought us a few minutes. Come on.
PETER: (as they are joined inside the building) Walter, they're here.
WILLIAM BELL: Is it working?
WALTER: Yes. It's opening a crack in the door, but we don't have enough power to keep it open.
WILLIAM BELL: Yes, we can do it.
WALTER: We can't. Olivia doesn't have the power, and -- and I haven't thought of a solution.
WALTER: …please don't argue with me, William! Always thinking you're smarter than me.
WILLIAM BELL: Walter, I will be the power. I've travelled between universes so many times, my atoms
are ready to split apart with the slightest provocation. You taught me there are as many atoms in the human
body as there are stars in the sky. That's how many atom bombs I am. That should be enough power to get
you home.
WALTER: I should never have doubted you.
WILLIAM BELL: It's okay, Walter. You always were as stubborn as a donkey with a nail in his head.
Walter, start the sequence.
WALTER: Thank you, old friend. (a glimmering sphere starts to form around them)
WILLIAM BELL: Walter... You asked me why I took out part of your brain. I did it because you asked me
to. Because of what you were becoming.
FRINGE AGENT: (entering from outside) Freeze!
(the glimmering sphere expands and brightens. Walter, Peter and Bolivia pass into this universe)
BROYLES: (walks to stage where his team has reappeared) Welcome back.
(at Olivia's apartment, Bolivia Dunham finds the spare key that Olivia hides. she entersm turns on the lights
and looks around the suite of rooms. nobody is there)
Walter's Lab - Tasty Reunion
(Gene moos. Astrid feeds Peter)
PETER: Seriously? This is the third piece, Astrid. Are you trying to kill me?
ASTRID: I'm sorry. When I'm nervous, I cook. And I've been baking pies for about a week. Pies and
muffins and cakes. And I've been eating them all too, so don't be surprised when I send you a bill for my
PETER: I'm sorry I made you nervous.
ASTRID: That's okay. At least you're back.
PETER: You mind giving Walter a ride home? I think I'm gonna take a walk.
PETER: Good night, Walter.
WALTER: Peter... you are back now, aren't you? You're -- you're not leaving again?
PETER: I'm trying to see this your way, Walter. I can't. But... you did cross universes twice to save my life.
So that's gotta count for something, right?
WALTER: Thank you Peter. My son.
Vintage Camera Shop - Comm Check
STORE OWNER: Help you, gorgeous?
BOLIVIA DUNHAM: I hope so. I'm looking for a typewriter.
STORE OWNER: Well, you're in luck.
BOLIVIA DUNHAM: A Selectric. Model 251.
STORE OWNER: I see. It's in the back.
(she heads to the back room. sits and types a message... INFILTRATION ACHIEVED. AWAITING
ORDERS. the reply comes quickly)
DoD Headquarters - Prisoner Holding
(Secretary Bishop walks the length of a dark corridor and approaches a window. he raises the protectve
blind on the window and turns-on the light. Olivia sits in the holding cell, then becomes agitated when she
sees her captor)
OLIVIA: Please let me out of here. I know you can hear me! Please... please let me out of here. (he studies
her quietly) I know you can hear me! Please let me out of here! No, no, no. (as he drops the blinds) No! No!

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