Olivia Dunham and John Scott lie in bed together. Olivia tells Scott that she would prefer not to be so secretive about their relationship. Scott remarks that their department would frown upon office romance, but reminisces about finding himself attracted to her for the first time. Olivia says that one of their co-workers, Charlie Francis, might know about their relationship. Scott jokes that if Charlie knew he would transfer Charlie to another department. He tells Olivia that he loves her. Olivia smiles and kisses him, but the kiss is interrupted by Olivia's mobile phone vibrating. She takes the call, which is from one of her superiors, and hastily begins dressing. Once off the phone she tells Scott there has been an incident involving an international flight at Logan International Airport and that Charlie is on his way there. Once Olivia leaves the hotel room Scott also receives a phone call. Special Agent Phillip Broyles arrives on the runway and briefs the gathered agents. He selects Scott and Charlie to enter the plane but after Olivia protests he allows her to board as well. All three FBI agents dress in HAZMAT suits and enter the plane. Inside they find the skinless corpses of the passengers and crew, and speculate as to whether the incident was a result of terrorist activity. At the Federal Building in Boston, the various agents are at work tracking down information about the flight. Televised news feeds in the background are reporting that the plane has been destroyed by fire under control of the CDC. Inside the main office, Broyles asks Olivia to follow a lead involving a sighting of "two middle-eastern men handing a white guy a briefcase". Olivia protests but Broyles is insistent, and a vexed Olivia leaves the office. Olivia wakes up in a hospital and goes to find Scott. A doctor informs her that while she was lucky to escape relatively unharmed, Scott has developed a tissue-damaging condition which is decaying his skin -- just like the passengers of Flight 627. The hospital are keeping him in a state of drug-induced coma to slow the degeneration of his body. Olivia searches the FBI archives for anything that could present a solution to Scott's condition. She finds references to Walter Bishop, a former scientist who did research into tissue regeneration. She takes his file to Broyles, who notes that Bishop is in a psychiatric hospital and is only allowed visits from his next-of-kin. Olivia decides to follow it up to help Scott, and goes in search of Walter Bishop's son, Peter Bishop. Whilst driving to the hospital where Scott is being treated, Walter explains that very few people knew about his research -- the only other who had full understanding being William Bell. Peter informs his father that Bell went on to be the founder of Massive Dynamic, a multi-million-dollar corporation, and remarks upon the irony of one scientist becoming a millionaire whilst the other becomes a mental patient. Walter accompanies this with a yelp, declaring that he has just pissed himself. As the car drives on it passes a poster advertising Massive Dynamics, bearing the slogan "What do we do? What don't we do." Scott is brought to the lab, Olivia's assistant Astrid Farnsworth joins them and the equipment is set up for the Synaptic Transfer. Charlie arrives to bring word on the meeting with William Bell -- he is out of town and it will be 48 hours before the FBI have the jurisdiction to do anything about it. Charlie is shocked by the procedure Olivia is about to undergo and warns her to be careful. Olivia strips down to her underwear whilst Walter and Peter anesthetize her, attach electrodes to her and inject her with a mixture of different drugs. Olivia begins to lose consciousness as the pair of them lower her into the lab's water tank. Before they close the tank doors, Walter tells her it is good to feel like someone trusts him again. Walter explains to Astrid and Peter that the process should synchronize Olivia and Scott's brain patterns, allowing them to communicate subconsciously. The three wait for the process to take effect. At the Federal Building Olivia puts together a reconstruction of the suspect's face. Whilst the reconstruction is being cross-referenced with the FBI databases, one of the team brings over a photograph a passenger from Flight 627 -- the nervous-looking passenger, identified as Morgan Stieg. Looking through his records, they discover his identical twin brother Richard Steig, and the name of his last known employer -- Massive Dynamic. Olivia calls Peter at the lab, asking him to bring Walter and meet her at Steig's address. When they arrive an FBI team are already waiting to enter the building. They break into Steig's flat and begin checking the rooms. Initially they find nothing, but Olivia discovers a trapdoor to a cellar that houses similar equipment to the U-Case garages. Stieg is nowhere to be seen. Walter is waiting outside in a car with Peter and asks to check his blood pressure, telling him his skin tone suggests he may be suffering from Hypertension. Peter protests that there are no visible symptoms of hypertension. Walter asks his son not to send him back to the psychiatric hospital after Scott has been cured, saying that he has already endured enough punishment. Peter sees Stieg exit the building by a back door and run away. He gives chase, with Olivia soon appearing close behind. Olivia chases Stieg up fire escapes, through a building, across rooftops and finally back down into the street, where he is tackled by Peter. Olivia catches up, puts a gun to his head and demands the information. Back at the lab, Walter and Peter argue about the formula they should apply to Scott's blood to reverse the contagion. They conclude that any antidote would result in a shock to the bloodstream and there is no way of applying it, but Olivia suggests they use the FBI's store of agents' blood samples to transfuse the antidote intravenously into his body. While the two of them set to work curing Scott, Olivia sits outside and talks to Broyles, who reveals the incident on Flight 627 is part of a series of paranormal events being labeled as The Pattern; 36 recorded incidents of a paranormal nature had occurred in the previous nine months. He gives examples: 47 children who disappeared in 1998 were found a few months previous to the present day, halfway around the world, and with no visible signs of having aged at all; a low-flying plane in Sri Lanka emits a high frequency sound which blows out any nearby windows, then an hour later an earthquake measuring 8.7 on the Richter scale hits, causing a tsunami which wipes out 83,000 people in the area; a hospital patient emerges from a coma and begins writing down a series of numbers, all of which correspond exactly to real-time coordinates of US military ships in the south pacific. Broyles describes it "as if someone conducting experiments, but with the whole world as a lab". Olivia does not want to get involved, saying she only wants things back to how they were before, but Broyles tells her he thinks that may be impossible. Walter and Peter finish administering their cure. Scott soon returns to consciousness, and is transferred back to the hospital. While there, Olivia checks on Richard Stieg, asking why he would sacrifice his own brother and why he would sell his work. Stieg replies that he wasn't selling it and that he can prove he was threatened by someone from the FBI office. He tells Olivia there is a recording buried under a trash can by his house. She finds it, plays the recording and hears Richard being threatened over the phone by a man who finishes the conversation by saying "Let me assure you we'd be happy to treat you as family too". Realizing those were Scott's final words as he stepped onto the runway at Logan Airport, Olivia frantically calls the hospital. Scott, acting alone, visits the room where Stieg is being held. He takes the pillow from under Stieg's head and suffocates him with it. Olivia calls Charlie and requests Scott be placed under guard and to check on Stieg. Charlie discovers Stieg has been killed and tries to get the hospital locked down. Olivia arrives just to see Scott fleeing in a blue SUV. She gives chase in her car and calls for police assistance. She manages to draw level with Scott, who attempts to ram her off the road. She brakes, forcing him to swerve into a maintenance ramp by the side of the road; his car overturns and he crawls from the wreckage with severe injuries to his head. Olivia runs over to check him and he asks her to question why Broyles sent her to the storage facility. She asks him who he is really working for but he does not answer; he finally succumbs to his head injuries and dies in her arms. An unspecified amount of time later, Charlie and Olivia are traveling in a car. Charlie tells Olivia that he knew about her relationship with Scott, muses on the protecting people from dangers of today's society, and claims the FBI are obsolete now that corporations have higher clearance than they do and they are barely briefed on half the incidents they investigate. Returning to Harvard, Olivia meets Walter and Peter outside. She speaks to Peter, asking him to remain in Boston since Walter has to stay to help the FBI explain The Pattern. He says that all his instincts tell him to leave Boston, but ultimately he decides to stay. At a facility that looks much like the Massive Dynamic building we saw earlier, a man is wheeling a body on a trolley through a white corridor. Nina Sharp walks up to the trolley and removes the cover from the body; it is John Scott. She asks how long Scott has been dead. The assistant replies he has been dead for nearly five hours, and Nina simply responds: "Question him". As a demolition team is about to bring down a building one worker is drawn to an area not marked on the blueprints. Inside, they find a path to the building's foundation, and in the darkness, an albino boy. The Child is taken to a children's hospital and the Fringe Division is contacted. The boy does not speak, and Walter Bishop explains some of his medical conditions as a result of living underground for several years. Olivia Dunham seems to be the only person that the boy reacts to, and she helps to coax him to help in his treatment. At one point, she encourages him to eat by sharing candy with him, but he only places the yellow pieces in the form of an arrow for her. Meanwhile, Charlie Francis receives a fax, which he recognizes as a taunting invitation from the serial killer, The Artist, who kills women and "displays" them in gruesome poses. Charlie contacts Olivia at the hospital requesting her help, but as she takes notes, the boy attempts to take her writing tools. Olivia gives them to the boy, and he writes, upside down, a name; Sam Gilmore. Charlie alerts Olivia shortly after that a victim of the artist was found. Upon arriving on the scene, Olivia discovers the victim's name is Samantha Gilmore. Later, the boy provides an address, and Olivia and Charlie race to the location, but find nothing. Only later do they learn that a second victim, Kate Harper, was taken from that spot moments before they arrived. Walter seeks to use a neural stimulator to understand the boy's empathy, but Peter only allows it after Walter devises less invasive methods. The child's mind is too difficult to understand, but they discover the boy has an emphatic connection with Olivia and The Artist. Olivia uses this connection to convince the boy to write another address. Olivia, Charlie, and other agents stop and search cars driving through this location until Olivia spies a van with a yellow tree-shaped air freshener, and recalling the child's candy display from earlier, determines that the Artist is inside. She and Charlie successfully capture the killer before he is able to harm his third victim. Olivia and Broyles arrange the transfer of the Child to an adoptive family, in large part to keep him away from Eliot Michaels, an alleged "social worker" who wants to claim him for CIA research. While in transit to his new home, the boy makes eye contact with The Observer, with whom he shares a resemblance. On board a commercial airliner, Flight 718 from VertusAir, a man sits writing in his notebook when his nose starts to bleed. He goes to the bathroom, where he checks his teeth, tongue, and eyes. He swabs his mouth, dabs the swab into a vial filled with liquid, and panics as the liquid turns red. He leaves the restroom. In the cabin, he grabs a flight attendant and tells her that he's in trouble and needs to be sedated. As the flight crew tries to calm him, his nose begins to bleed again. He makes one final plea: keep him in the bathroom no matter what happens. Inside the bathroom, the man shudders in pain. His teeth begin falling out, he screams in agony as quills pierce through the back of his shirt, and he doubles over in pain. Outside, the flight crew are considering their options when the bathroom door splinters open and a hideous beast bursts into the cabin. At a soccer field in Scarsdale, NY, a mom packs her son's equipment into the back of her minivan after soccer practice, and turns to see an airliner plummeting from the sky and crashing in the distance. Meanwhile, at Olivia's apartment, Ella plays dress-up with her aunt's clothes and jewelry. Rachel Dunham tells her to go wash up, and pulls an engagement ring off of Ella Blake's finger -- it's Olivia's. Rachel pries, and Olivia comes clean about John Scott - how he betrayed both her and his country. As the two discuss their failed relationships, Olivia gets the call about the plane crash. At the crash site, the team surveys the wreckage. Phillip Broyles leads them to what looks like the charred remains of a passenger -- except that the corpse looks more like a beast than a man. Charlie Francis gives Olivia the passenger manifest, and the name Marshall Bowman catches her eye. Olivia has a flashback: she is sitting in an undisclosed location with Marshall Bowman and another man. They speak vaguely about a product that's a "horror show", before Marshall calls her John. As Olivia returns to reality, she tells Charlie that Marshall Bowman is their guy. Knowing this is more than just a "hunch", as she claims, Charlie reluctantly goes to investigate further. In Walter Bishop's lab, Walter performs an autopsy on the beast. He suggests that whatever caused the transformation altered his internal organs. He also finds a small glass disk embedded in the beast's palm. At the Federal Building, Olivia goes through Bowman's file and sees a familiar face: Daniel Hicks, the other man in Olivia's flashback. Broyles arrives and plays the last 60 seconds of the black box recording -- the ending of the beast's rampage. Afterwards, Olivia tells Charlie that Daniel Hicks was the man Marshall Bowman was flying to meet. Charlie, uncomfortable with Olivia asking him to bring Hicks in for questioning on another hunch, presses her for answers. She explains that she and John Scott shared consciousness through a procedure performed in Walter's lab, and she believes she is experiencing John's memories. Charlie agrees to bring Hicks in for questioning. Back in Walter's lab, Peter Bishop receives a call from Olivia and verifies that Marshall Bowman's DNA is in the beast. He tells her that a "designer virus" rewrote Bowman's genetic code and that he wouldn't have survived the transformation even if the plane hadn't crashed. Peter also streams her a video of the glass disk they found in Bowman's hand, which Olivia recognizes as similar to the one found in a DEA agent's hand a few months earlier. Back at the Federal Building, Charlie and Olivia interrogate Daniel Hicks, with Walter and Peter watching through one-way glass. Daniel says Marshall Bowman was his banker, but Olivia and Charlie don't buy it. They show Hicks a photo of Bowman's remains, saying they believe he and Bowman were planning on buying and distributing a deadly virus. Hicks denies it, but not before his nose starts to bleed. Walter tells Peter they need to get sedatives immediately, as Hicks is undergoing the same transformation Bowman did. Hicks begins to experience crippling pain. Walter and Peter arrive in the interrogation room with a medical kit, as Walter believes he can suspend the transformation process. Olivia, however, stops him short and tells Hicks that he needs to talk before they will help him. Hicks chokes out the name "Conrad", and Walter doses him with the sedative. Olivia digs through some of John Scott's files looking for anything he may have had involving a "Conrad". Walter runs tests on a sedated Hicks and tells Olivia that he's slowed the process and has already synthesized an antidote. Olivia takes Hicks' hand and tells Walter to cut it open. Lodged inside is a familiar glass disk. Olivia returns to Broyle's office to show him the disks and asks permission to exhume John Scott's body. She believes John was working with Bowman and Hicks and that John may have a glass disk on his body too. Broyles tells her that's not possible, because he hasn't been totally forthright with Olivia about John - he was never buried. At Massive Dynamic, Nina Sharp leads Broyles and Olivia into a laboratory, where John Scott's body lies in a cryogenic chamber. Nina assures Olivia that it was not her choice to conceal the truth about John's body from Olivia, and informs Olivia that they did in fact find a disk in John's hand. It appears to be a data storage device that they've been trying to analyze, but apparently the information degrades when the host dies. Using John's body and DNA, they retrieved a small amount of data that seems to implicate John as part of a bio-terrorist cell. It also contained information on Conrad, a scientist who they believe develops chemical and biological weapons for sale on the black market. Broyles says they have new intelligence that a major weapons sale is going down later that day in Chicago, but the exact location is unknown. He only knows the name of the man behind the sale is Conrad. Olivia tells Peter she believes John knew the location where the deal is going to go down, and that information may have been preserved in her own mind. She wants Walter to prep the tank. Walter guides Olivia through a dreamscape, in an attempt to access John's memories. She finds herself in the cheap hotel where she and John used to meet. She sees herself and John Scott enter the room in the midst of one of their secret encounters. When the other Olivia goes to the bathroom, John is left alone, and in spite of Walter's insistence that it's impossible for her to communicate with him because this is only a memory, John does exactly that. However, Olivia gets spooked, takes a gun and shoots John. Walter's voice then leads Olivia to an outdoor location, where she sees John and follows him down an alley. He points to a balcony, where another John Scott holds a sniper rifle. He says he was trying to kill Conrad, but he failed. John explains he was working with Bowman and Hicks on a secret NSA task force. Olivia says doesn't believe him and she needs proof. John tells her it was top secret and cannot be confirmed, but that she can trust Hicks. John disappears as Olivia's vitals spike and Walter and Peter pull her out of the tank. Later, Walter doses Hicks with his antidote, and Olivia decides they need to wake him up. Peter disagrees, suggesting that maybe John and Hicks were working with Conrad, and that the dreamscape-John may be using Olivia as a way to tip Conrad off. Astrid Farnsworth encourages Olivia to trust her instincts: does she think John really was a good guy? Olivia decides to go through with her plan. Walter wakes Hicks up and Astrid tells him they need his help. At the Federal Building, Broyles briefs his agents that a large weapons exchange is planned to go down later today in Chicago. Olivia has been fitted with an untraceable two-way radio implanted in her ear so that she can talk to Daniel Hicks, who will tell her how to communicate with the sellers. The transaction will take place at the Fairchild Hotel and Conrad will not be present, but his intermediaries will. Teams of agents will be standing by to raid the premises, but not until Olivia says the code word "Christmas". Charlie and a surveillance team watch the sellers on camera as they arrive in a van. Meanwhile, Olivia sits with Peter in the lobby of the hotel. Olivia talks via earbud with Astrid, Walter and Hicks back in the lab. Hicks says Conrad's men will be suspicious, but she should tell them that she used to work with "Anderson", and that "Ernesto got called back to the basement and couldn't come". The dealers arrive and interrogate Olivia; they sweep her and Peter for wires, but find nothing. Olivia shows them the money. One of the men, Gavin, asks Peter where he met "Anderson". Hicks tells Olivia to say he met Anderson at Oxford. She does, but Gavin presses further, wondering where they met on campus. Peter surprises Olivia with unexpected knowledge of the Oxford area. One of Gavin's associates brings in a case and reveals the biological weapon. Gavin gets a call, and he informs Olivia that Conrad is on his way and would like to meet them. He then reveals a reverse-mutator for the virus, a cure included as a bonus with the sale. As Walter listens in the lab, he realizes that his own antidote isn't actually reversing the process, only delaying it. Gavin wants to know why Ernesto didn't call to say he wouldn't be able to make it. Unfortunately, Hicks begins to convulse and is unable to tell her the right answer. While Walter sedates Hicks, Olivia is forced to stall, and Gavin demands to know whom Ernesto was meeting. Peter and Olivia exchange nervous glances. Peter tries a desperate gambit, saying he doesn't want to die to protect "Ernesto's secret". He tells Gavin that Ernesto is dying, just as Conrad arrives. Conrad wants to know who they are, so Gavin updates him, but Conrad knows they're lying. Olivia tries to explain and drops the code word. Conrad orders Peter and Olivia killed, but before his associates can execute the command, FBI agents storm the room and arrest everyone. In his office, Broyles tells Olivia that Conrad was wanted in connection with at least half a dozen attacks. Broyles tells her that even in spite of the success of the case, John Scott will still be viewed as a traitor by the department, because the truth of his story cannot be proven. Olivia says she knows the truth and that's enough for her. Later, Olivia returns to the lab. Walter says the others took Hicks to the hospital to recover. The reverse-mutator they recovered during the raid worked. Olivia asks Walter for a favor: she wants to go back in the tank one more time. Walter hesitates, saying that each time Olivia goes in, she loses more of her connection to John, which means that her brain is successfully purging his memories. Regardless, Olivia goes into the tank, and in the dreamscape, she finds John on a dock by a lake. Olivia apologizes for doubting him, and he brushes it off and says it's all right. He then gives her the engagement ring, saying that he wants her to have it despite knowing they can never be together. The two embrace and kiss as John tells her that he loves her. When she opens her eyes, he's gone, and she is standing by herself alone on the dock. We then see Olivia lying in the tank, smiling. A sad-looking man, Joseph Meegar, is awakened by his shrewish mother. He is late for work because his clock-radio is on the fritz. He scribbles some numbers in a notebook, then takes his temperature. When his mother, Flora Meegar, berates him for his irresponsibility, she suddenly grabs her heart -- her pacemaker is malfunctioning. Joseph arrives at work, BiCoastal Parcel Service, and opens his locker to reveal an advertisement torn from a magazine and pasted in the locker door reading "Unlock Your Hidden Potential." As Joseph gazes fondly at the picture of a girl captured on his cell phone camera, his supervisor ridicules him. When Joseph's package scanner starts smoking, he is required to record deliveries by hand. Joseph makes a delivery to an office in downtown Worcester. The receptionist is Bethany, the woman whose image was on Joseph's cell phone. Joseph makes awkward small talk, until they are interrupted by Bethany's suave and confident coworker. They're going out for drinks later. While Joseph absorbs that blow, Bethany complains as her computer crashes. Joseph enters the building elevator, followed by Bethany on her way to locate an information technologist. Joseph drops his phone, and she sees her picture on it. She is troubled and Joseph tries to explain himself -- but then the elevator car takes a sudden jolt. A momentary pause and then the elevator plummets downward, accelerating, slamming into the ground floor in a spectacular crash. Bloody and broken bodies cover the floor. But Joseph, seemingly unharmed, gets up and sees the dead Bethany. Joseph exits through the parking lot, and all the cars' ignitions turn over, sirens blaring as he runs from the building in terror. Olivia Dunham and Charlie Francis are walking down the street, and Olivia is clearly not herself. Finally, Olivia confesses that she saw John Scott -- her dead partner and former lover -- in her kitchen the previous night. She imagined it, of course, but it bothers her. Charlie says it's okay; this kind of reaction to trauma is to be expected. In the lab, Phillip Broyles tells the team about a mysterious power surge in downtown Worcester that caused an elevator to literally drive itself into the ground. A similar event caused a Mag-Lev train in Tokyo to plow through the wall of a train station. These events may be harbingers of a new weapon technology. At the elevator crash site, a technician explains that the elevator's motor drove the car right through the safety brakes -- almost as though another generator had come online. Walter, inspecting the bodies, says the passengers were electrocuted. They were all dead by the time they hit the ground. Walter takes Olivia's necklace and lets it float in the center of the elevator car, thus demonstrating that the whole area is still charged with magnetic energy. Back in the lab, Walter discusses a Cold-War era project to make people traceable by homing pigeons. Humans are actually highly complex electrical systems, and each person possesses a unique electromagnetic signature that, in a theory, a pigeon could follow. But the human electromagnetic field was too weak to detect, so they tried to amplify it. The unfortunate result was damage to nearby electrical systems. As Walter explains this, a human heart from one of the elevator victims lying on the table unexpectedly beats. Someone has amplified a person's electromagnetic field, Walter says, and that's what is powering this heart. A person was the source of the accident. Meanwhile, Joseph returns to BiCoastal Parcel, where his boss Ron Boynton rebukes him and then fires him. Joseph pleads for another chance, but is interrupted when the boss's arm gets trapped and mangled in a package-sorting machine. Olivia is working late when Broyles comes in. Upon hearing Walter's theory that an altered person may be controlling electrical devices, Broyles tells Olivia about a cluster of off-the-grid medical clinics that collect clients using bogus claims on TV -- weight loss plans and so forth -- and then experiment on the subjects. Broyles says a man named Jacob Fischer is behind a number of these clinics, and he's wanted for illegal human alteration. This suggests that if someone is controlling electricity, maybe someone else made them that way. Later. Olivia's work is interrupted by the lights going out. Olivia goes into the hallway with a flashlight. The elevator rings, and to Olivia's shock, John Scott appears. He says he's here to help her. She's on the right track looking for a person, but Fischer is after him, too. She has to reach the guy before Fischer does. Reacting to Olivia's accusations of betrayal, John says that one day he'll prove he really loved her, always. But until then, she'll just have to wait. Then the elevator doors close. Olivia runs down to lower level to catch the elevator opening. But when the doors open, John is gone. And at the rear of the elevator car, Olivia sees the weight capacity sign: "Maximum capacity: 2000 pounds." Olivia goes to Peter and Walter's hotel room, number 141. She reveals her discovery that the weight sensor in the elevator showed a total weight, before the crash, of 165 pounds more than the total weight of the victims. Someone must have survived the crash. There is no immediate explanation for that person not getting electrocuted and crushed like everyone else. Walter posits that the survivor must have been the source of the electromagnetic energy, and a form of electrodynamic levitation allowed him to escape the brunt of the impact. The senselessness of wrecking an elevator on which you are a passenger leads to the conclusion that the effect may have been unintentional. This person may not be in control of his powers, which means the team should be looking for small electrical anomalies. At the FBI, Charlie documents a variety of electrical anomalies in downtown Boston, from malfunctioning automatic gates to closed circuit television cameras. Joseph arrives at home and tells his mother he thinks he made a mistake. He read an advertisement in a magazine promising to unlock his hidden potential. He went to an office, where they said they could realign the electrical impulses of brain to mimic those of a more confident person. His mother denounces him for a fool, and as Joseph becomes increasingly upset, his mother's pacemaker fails and she dies. A shocked Joseph packs his bags to leave -- but on his way out he is intercepted by Fischer and an accomplice, who shoots Meegar with a tranquilizer. Charlie gets a report on a man who lost a hand in a conveyor malfunction at BiCoastal Parcel. He links this to the building's visitor log, where Joseph Meegar had signed in to make a delivery for BiCoastal Parcel. Olivia goes to Joseph's apartment and finds the dead Flora Meegar. Back in the lab, Walter finds the Walkman that Joseph left behind in the elevator. He says the cassette tape inside was magnetized by Joseph's unique electromagnetic signature. Walter isolates the signature and says they can use it to find Joseph, relying on the homing capacity of pigeons. In an undisclosed location, Joseph is strapped to a surgical bed with electrodes implanted in his temples, pleading with his captors to be released. Back in the lab, the team has brought in cages full of homing pigeons. Walter places them in a cylinder situated between Tesla coils. He activates the coils, surrounding the birds with electrical current to reorient their magnetic sense to seek out Joseph's unique signature. Olivia is in the hallway again, getting a soft drink, when John reappears. He kisses her and, when she accuses him of trying to kill her, says, "I wasn't the one." Peter arrives and is unable to see John. it is unclear whether he was really there. In Harvard Yard, the team prepares to release the birds. With a wild thrumming and fluttering, the pigeons take flight. Astrid and Walter track the birds using GPS transponders strapped their feet, while Peter and Olivia follow them by car. At the secret clinic, Fischer performs a painful procedure on Joseph. "You don't realize what you are," Fischer tells him. "Look what science has made you: special." The birds sense Joseph and begin circling over a building. The FBI arrives, and Olivia and Charlie enter with guns drawn. Olivia tells Peter to stay outside. Inside, Joseph's abductors put him in the back seat of a car and prepare to escape. Joseph uses his power to accelerate the car forward, smashing a thug against a fence. Meanwhile, Olivia confronts Fischer. Charlie handcuffs him while Olivia goes after Joseph. In a mad chase through a factory yard, Joseph powers up heavy machinery and blows out power lines to stop her. But he doesn't anticipate Peter stepping out from behind a bus and knocking him out with a crowbar. A heavily sedated Joseph is rolled out on a gurney, headed for the hospital. He tells Olivia that he just wants to go home, that he never wanted to hurt anyone. Olivia regretfully says they can't let him go home. He has to be examined. Back at the lab, Walter shocks Olivia by asking if she's been seeing John. He's not surprised to hear that she has. There is a reason, he says, and explains that these are not mere hallucinations. When Olivia and John's minds were linked, part of John's consciousness and memories crossed over into her mind. Olivia says that John appears in the flesh and talks to her, and Walter says that's because he doesn't belong there. There is only room for one consciousness in Olivia's brain, so her mind is expelling John's. Will he go away? Walter says he doesn't know, and pointedly asks: would she want him to? Olivia is driving her car somewhere in Boston when she sees John walking along the sidewalk. She jumps from her car and follows him down to a cellar. John seemingly entered through the exterior door without a problem, but Olivia has to shoot the lock to enter. Inside, after moving down a hallway, she discovers a room filled with files. Later, at the FBI, Broyles explains that John Scott must have been doing his own investigations. There is no sign of who he was working with. Many of the files are encrypted and could take months to translate. But John definitely knew about the Pattern, and he knew more about Fischer. Fischer is refusing to cooperate with the authorities, but John's files have allowed them to locate some other test subjects like Joseph. Broyles also tells Dunham that they found John Scott's personal effects, and some were seemingly intended for her. Inside a box, Olivia finds photographs from John's youth and a diamond solitaire -- almost certainly an engagement -- ring. Olivia remembers what John told her: "You know I loved you always." And then she sees the word "always" inscribed on the interior of band. Seventeen-year-old Gregory Wiles is working at his computer and chatting with a pal on the phone, when a mysterious computer program begins to execute, prompting him to click a button. Strange images begin to flash before his eyes, and the teen is drawn in, seemingly mesmerized. Then something begins to protrude from the middle of the screen and impossibly takes the form of a hand. The unearthly appendage slowly reaches forward and, without warning, grasps his face. At her apartment, Olivia Dunham enjoys a game of Operation with her niece, Ella Blake. But the light-hearted moment is interrupted when Rachel Dunham catches Ella in a lie - she hasn't brushed her teeth this morning and Rachel isn't crazy about being lied to. In his lab, Walter Bishop pontificates about Darwin's theory of human sexuality, Peter Bishop shuffles through the mail and finds a letter that apparently disturbs him. He throws it in the trash can, but not before Astrid notices the look on his face. Olivia calls and says she needs Peter and Walter to meet her outside because they have a new case. As the two stroll out, Astrid Farnsworth retrieves the letter from the trash can and reads it. Charlie Francis and Olivia talk to Gregory Wiles's parents Paul Wiles and Cynthia Wiles, trying to find a motive for someone to target Gregory. Both parents are at a loss, but they admit that their son spent much of his time on the computer chatting with his friend, Luke Dempsey. In the lab, Walter drills a hole in Gregory's head and drains his cranial cavity. Walter has determined that Gregory's entire brain was liquefied, but he's not sure how. He hypothesizes that Gregory may have contracted an advanced form of syphilis that cooked his brain. Peter says that if he caught something from a girl or took some kind of drug, there might be a record of it on his hard drive. Astrid is already on it, but she says the hard drive's platters have been fused together. Olivia pays Luke Dempsey a visit. Luke is clearly shaken by the news of his friend's death. He says the two of them were talking on the night of Gregory's death, but Gregory had stopped responding. He also tells Olivia that he knew Gregory because their fathers had worked together. As she's leaving, Olivia gets a call from Peter to report another death that appears to be related. At a car dealership, Broyles briefs the team on the death of the dealership's general manager Anton, whose head rests in a puddle of melted brain matter. Walter quickly deduces that the cause of death is the same as Gregory's. In the lab, Astrid finds that the new victim's hard-drive has been damaged in the same manner as Gregory's. Although unable to recover much data, she has determined that both victims downloaded an enormous file just before their computers crashed. The conversation is interrupted by the unfamiliar sound of the laboratory's old rotary phone ringing. Peter answers but hangs up quickly. He claims the call is a wrong number, but his demeanor says otherwise. He leaves with the hard-drive, saying he knows a guy who might be able to recover more data from it. Once they're alone, Astrid tells Olivia she thinks she knows who called and shows her the letter Peter threw away earlier. Peter pays a visit to Akim, an old acquaintance, and persuades him to help identify the mysterious program downloaded by both victims. Akim leads Peter into a back room, where he has a fully functioning high-tech computer lab. Meanwhile, at the FBI office, Sanford Harris trashes Olivia's investigative approach, saying the case should be turned over to the CDC. Harris threatens to shut down her investigation if the case isn't solved in twelve hours. In the computer lab, Akim tells Peter that the program in question is incredibly complex, and some of it is not even computer code. In her office, Olivia searches the FBI database and cross-references medical records for the two victims. As Olivia awaits the results, Akim says he can't find the source of the program -- but then realizes the program is being downloaded at this very moment. He narrows down the destination, which Peter instantly recognizes as Olivia's apartment. Meanwhile, at Olivia's apartment, Ella plays a game on a laptop. After getting Peter's frantic call, Olivia races to her apartment. She calls her sister, but Rachel can't hear the phone. While Ella plays her computer game, a familiar mysterious window pops up. She clicks it, and the same series of images begins to play. Ella appears drowsy, hypnotized. Outside, Olivia jumps the curb with her car, squeals to a stop, and dashes into the apartment. Peter is right behind her. Olivia pulls the laptop away from Ella's hands and wakes her from her trance. Later. Olivia tells Charlie about the video on the computer that hypnotized Ella, and Charlie agrees to call computer forensics. Meanwhile, Peter bonds with Ella and Rachel. Ella says there was a hand reaching out of the computer. When Olivia inspects the computer, she sees the light next to the video camera is on. She looks right into the camera. And her face appears on the screen of a man, Brian Dempsey, who sits behind an array of high-tech equipment in an undisclosed location. He talks to the screen, telling Olivia's image that she'd better back off or she won't be so lucky next time. Just then a proximity alarm goes off and someone enters the building. It's Luke Dempsey, Brian's son, who came by to bring his father some food and to check up on him. Luke spots a pillow and some blankets and realizes his father has been sleeping at the warehouse. Brian says he's been busy working on a new computer program that he thinks a lot of people will be very impressed with. At the FBI, Olivia regroups with Broyles and Peter. Olivia theorizes that whoever is responsible for these deaths was watching her through the computer's video camera. Broyles suggests that the killer may be aware that Olivia is on the case and hacked into their system to track her. Olivia says she has yet to find any connection between the victims, which makes finding a motive difficult. Evanston, Illinois. Miriam Rosenthal comes home to find her husband, Mark Rosenthal, dead in front of his computer. His liquefied brains have spilled out of his ears and nose onto his shirt. In Walter's lab, Olivia receives the call from Charlie informing her about the next victim. As Olivia deals with the call, Peter spots an older woman staring in his direction. He walks up to the woman, who turns out to be Jessica Warren. Peter says that he read her letter and understands why she wishes to see his father, but Walter isn't ready, and meeting him won't bring her daughter back. When the woman continues to press, Peter cuts her off and says it's not going to happen. In the lab, Walter explains how he thinks the victims died - the program created audiovisual stimuli that amplified the victims' neural impulses and trapped their brains in an endless loop -- much like a computer virus - only one that attacks people. Later, Olivia confronts Peter about Jessica Warren. Olivia knows she's the mother of Carla Warren the lab assistant who was killed in the same fire that put Walter in the mental institution nearly twenty years ago. Olivia thinks Peter should let Walter and Mrs. Warren talk, but Peter vehemently disagrees. Astrid enters and presents Olivia with background on the latest victim, and they finally make a connection: the latest victim recently married Miriam Dempsey, Luke Dempsey's mother. But why would Luke kill his own friend Gregory? Then Olivia remembers that Luke's and Gregory's fathers had worked together. A short investigation reveals that Gregory Wiles' father used to be Brian Dempsey's boss, but fired him. Paul is apparently going after people who hurt him by targeting their loved-ones. In the Federal Building. Olivia, Charlie and Harris stand behind a one-way mirror, looking at Luke Dempsey in the interrogation room. Olivia suspects Luke knows there's something wrong with his father, and that if they interrogate him aggressively he may shut down or ask for a lawyer. She wants to wait for the right moment, but Harris disagrees, telling her to get in the room and break him. During interrogation, Luke says it's been a few weeks since he's seen his father. Olivia and Charlie aren't getting what they need, so they show him crime scene photos of Mark Rosenthal and of his friend, Gregory Wiles. When they explain that the only connection is his father, Luke shuts down and asks for a lawyer. Outside the room, Olivia tells Charlie to wait five minutes and then release Luke. Once Luke is released, Olivia listens in when Luke calls a cab to pick him up. She gets the destination address. On the way there, Olivia and Peter argue again about Jessica Warren. Olivia thinks Peter is doing his father a disservice by not being forthright with him. Peter says it's none of her business. When they arrive at the warehouse, Olivia tells Peter to wait in the car. Back at the Federal Building, Harris discovers Luke has been released and that Olivia is gone. He orders a trace on her vehicle. Inside the warehouse, Luke confronts his father about the killings. Brian says he couldn't let himself be walked on. Then the proximity alarm goes off, and Brian he sees Olivia on his monitors. He orders Luke to leave. Olivia moves silently through the building, unaware she's being watched. As she reaches the den of the killer, all of his monitors light up with the familiar flashing images. Brian appears from behind her, puts a gun to her head, and disarms her. He holds her at bay with one gun while pointing the other under his chin. Olivia tries to convince him not to end his life. But Brian turns his attention to the screens so he can experience his creation. Peter hears sirens closing in and goes inside the building. He is immediately surprised by Luke, who wields a pipe. As Peter tries to talk Luke out of doing anything stupid, a gunshot rings out. Peter and Luke run toward the shot to discover that Brian has killed himself. A distraught Luke tries to escape, only to be greeted by a swarm of agents with guns drawn. In the car, Peter asks Olivia why Luke would protect a murderer. Olivia gives the obvious answer - because it was his father. At the task force Office, Harris tells Broyles that Dunham violated his direct orders by releasing Luke. Broyles disagrees, saying Olivia closed the case in spite of Harris's obstructions. Broyles tells Harris that if he continues his personal vendetta against Olivia, he will put his career on the line to protect her, and threatens him that if he doesn't back off "all the red tape in the world won't protect you." In the lab, Peter has changed his mind. He tells Walter there's a woman who wants to see him -- but that he can end the conversation any time he wants. Jessica says her daughter's name was Carla Warren, and that lands hard on Walter. The sad look on his face says he remembers her. Jessica wants to know if there's anything Walter can tell her about Carla, since he was the last person to see her alive. Walter says he remembers she had a wonderful smile. The two embrace as Peter looks on. Back at home, Olivia talks with Rachel. The doorbell rings, and it's Peter. He tells Olivia that she was right about Walter and more importantly, that he's grateful to Olivia for bringing Walter back into his life. He was scared that letting Walter talk to Jessica Warren might compromise that. As Rachel comes out and greets Peter, there's just the hint of chemistry between them, and Olivia's expression shows she notices. But Peter simply says good-night and goes on his way. While Nina Sharp recovers from the gunshot, the Fringe team's investigation reveals that the man in white bandages is David Robert Jones. Olivia Dunham and Phillip Broyles discuss locating William Bell for questioning, whom they believe is behind all the fringe events that have been occurring all season. Meanwhile, Walter Bishop is at a graveyard, where he solemnly stares at an unknown gravestone. Olivia, Peter Bishop, and Astrid Farnsworth begin searching for Walter. Nina tells Olivia that an energy cell was stolen from her mechanical arm by Jones, and that he was formerly a Massive Dynamic employee who had looked up to Bell as a "father figure" until they had a falling out. When Olivia demands to speak to Bell, Nina explains that she does not know where he is, as Bell has been communicating these past few months "strictly electronically". Nina believes Jones is trying to confront Bell, and promises Olivia that if she stops Jones, Nina will arrange a meeting between her and Bell. On a busy New York City street, Jones and his team use the energy cell to open a doorway into the Alternate Universe and bring a truck through, but are apparently unsuccessful, as Jones complains he used the "wrong coordinates". Having previously observed Walter at the graveyard, The Observer arrives with Walter at the Bishops' beach house, and gives Walter a coin, telling him to remember what he has to find. Walter goes on alone into the house, while Olivia and Charlie interview witnesses who saw Jones extract the truck from the doorway. They discover that the truck's VIN numbers do not exist, which implies the "truck was never made". A further interview with Nina reveals to the Fringe team that the truck is from another universe, and that Jones is using the stolen energy cell to travel to that universe. Peter finds Walter and chooses to meet his father alone, as he believes Walter is upset from the past several days. Now at the beach house, Peter and Walter search for and retrieve a device that can seal shut the doorway into the other universe. Walter explains to Peter that he once lost something very dear to him and that he had to go and bring it back from another reality; the device was created to prevent something from following him. After Jones makes another unsuccessful attempt to open a doorway at a soccer field in Providence, Olivia searches through old case files related to science and unexplained phenomena, and discovers the connection between the soccer field and the city street. Olivia and Walter come to the same conclusion, that Jones is going to use a site at Reiden Lake to reopen the doorway. Olivia, Peter, and Walter intercept Jones while he is opening another window and is halfway through it. Peter triggers Walter's device, killing Jones by sealing the doorway. Walter again goes alone to visit the graveyard; he tearfully observes a gravestone marked "Peter Bishop 1978-1985", suggesting that Walter's legitimate son died. Nina Sharp later calls Olivia and implies to her that she can meet William Bell in Manhattan. After no one shows up at the agreed-upon restaurant, Olivia leaves, as she assumes that she got stood up. However, when in an elevator to leave the building, Olivia is transported to the parallel universe and is directed to an office. After reading a newspaper headline indicating that President Obama was preparing to move into the "new" White House, she is greeted by William Bell and inquires where she is. The final shot pans out the window revealing that they are standing inside the South Tower of the World Trade Center. In Room 112 at the Scarlet Red Motel in a Boston suburb, Christopher Penrose is getting out of his bed after a one-night stand with a stripper, Loraine Alcott. Just as the man steps into the bathroom and opens a medical bag filled with instruments, he hears Loraine scream. She has suddenly suffered severe pain, seizing her stomach and crawling out the door. Christopher abandons his mysterious preparations - but takes the medical bag - and helps Loraine into the car. En route to the Wallace Bromley Medical Center, Loraine's stomach is growing and undulating. Christopher moves her to the curb outside the hospital and leaves. In the emergency room, doctors ask how far she is into her term; she has no idea she's even pregnant. As she goes into labor and the doctors prepare to deliver the baby, they hear a nauseating tearing sound. Loraine dies. The doctors quickly perform a caesarian section. When they see what is inside, their eyes widen with fear and a nurse screams in horror. In downtown Boston, Special Agent Phillip Broyles meets with the members of a top secret committee whose mission is to investigate The Pattern. Total membership of the committee is unknown, but it does include Nina Sharp, who is senior enough to criticize Broyles about his selections for a special team to cover Pattern cases. Broyles looks through a folder that includes pictures of Olivia Dunham and the Bishops. Shortly thereafter, Broyles calls Dunham, a Special Agent of the FBI, whom he recently appointed to lead the investigation, and tells her to assemble her team. When Olivia arrives at Walter's and Peter's hotel to pick them up, Peter finds Walter Bishop huddled in the closet. Without the familiar sound of "Row Row Row Your Boat" sung by one of his fellow inmates at the mental asylum where he spent the last 17 years, Walter just can't fall asleep. Peter Bishop finds a strange orange gel in the bathroom. In the bedroom, Olivia recognizes the tell-tale signs of a serial-killer case she had worked with her former partner and secret lover John Scott. Upset about the trust she placed in John, Olivia explained to Peter that the previous serial-killer, in New Jersey and New York, would take a woman to a motel, paralyze her, then use surgical tools to go through the nasal cavity and remove her pituitary gland. If Olivia's right, this is the same murderer -- and he's going to kill again. Meanwhile, the killer enters a club and picks up an attractive young woman, his next victim. He brings her back to a warehouse loft. While she looks at the view of a bridge through the window, the killer prepares a syringe - which he suddenly jabs into her neck. When Peter returns to the lab, Walter says that he has fantastic news: he remembers where he parked his car seventeen years ago. Together they head to a locked garage, where they find Walter's station wagon parked exactly where he left it - with Walter's files stashed inside for safe keeping. Peter reveals his mechanical skills by bringing the old car back to life. His memory jogged by his old files, Walter finally recalls having worked with Dr. Claus Penrose on experiments dealing with rapid growth thirty years ago. It turns out Claus is currently a professor at Boston College. Meanwhile, the killer continues his gruesome work, finishing off the young woman at the warehouse. At Boston College, Olivia and Peter question Claus Penrose. He remembers the work he did with Walter, and to this day feels it was morally wrong. As a result, he quit working for the U.S. government after only one year. Charlie calls to inform Olivia that they've found the latest victim, and she was right: this must be the same killer, because the victim's pituitary gland has been removed. With the latest body back at the lab, Walter finally remembers the specifics of his project with Penrose. The U.S. Army had tasked them with finding a way to cultivate soldiers, who could mature to prime fighting age in a short period of time. But the project failed because they could never stop the aging process. Walter hypothesizes to Peter and Olivia that someone must have made a breakthrough, and the killer is in fact the product of the experiment. The killer must extract the pituitary gland from his victims' brains in order to keep his own aging process in check. And he transmitted his own rapid-aging condition to the child he conceived with Loraine during their one-night stand. He goes to admonish that condoms are not always effective and that "you, too" or "you two" should remember that. Back at the loft, the killer meets with a confidante, and it's none other than Claus Penrose, revealing the killer's name as Christopher Penrose - his son. Christopher is in increasing pain, and he needs the pituitary from another victim. In the laboratory, Walter posits that they may be able to recover the last image the previous victim saw from her optic nerve. But to do so, they will need a sophisticated piece of equipment - equipment for which only one company, Massive Dynamic, holds the patent. Olivia heads to Massive Dynamic to meet Chief Operating Officer Nina Sharp to ask to borrow an electronic pulse camera. While waiting in a reception area with Phillip Broyles, Dunham asks him if it is true that she was not randomly selected to work on the case of Flight 627. Broyles responds by asking Dunham if she was "safe" the last time she was intimate with John Scott. When Dunham hesitates, Broyles asks, "You weren't, were you?" At this point Dunham is overcome with pain. Her belly begins to expand in a manner similar to Loraine Alcott's. An employee of Massive Dynamic announces that Nina Sharp will see Dunham and Dunham realizes that she was imagining the pain. Broyles is not in the room. Just before loaning Dunham the camera, Sharp comments that others must have assumed that Dunham and Scott were intimate. Olivia takes the camera to the lab. Walter and Peter assemble the machine and start the process of extracting images from the victim's eye. Christopher enters another bar, Henry's, and finds his next victim, bringing her back to the loft. Meanwhile, Olivia's team manages to extract a single image from the last victim's optic nerve: a bridge, which they are able to identify as Sergeant Bridge in Stoughton, Mass. They match the angle and triangulate the location to a building in a warehouse district. Olivia and Peter race to the warehouse loft, where they find the next victim strapped to a table - and Claus Penrose waiting for them. Olivia hears a rattle and moves to chase Christopher, leaving Peter to guard Penrose. Penrose adjusts the victim's IV drip and her vitals spike, giving him just enough time to run. Peter, forced to choose between going after Penrose or saving the victim, assembles a make-shift defibrillator with Walter's help via cell phone and shocks the victim's heart back to life. Elsewhere, Olivia corners Christopher. But he no longer looks at all like the man who murdered all those women. He's a gray-haired man now, aging decades right before Olivia's eyes. With his dying breath, he confesses that he was an experiment - that someone made him. And blinded by love, his father refused to let him die. Later. Olivia returns the pulse camera to Nina - who surprises her by offering her a job heading up security at Massive Dynamic. Back at the FBI, Broyles reminds Olivia that everything associated with these cases is strictly confidential, and even though people such as Nina Sharp do have some clearance, she is not to discuss cases with anyone. At some point, Walter begins to ask Olivia to keep secret what she knows of his file regarding Peter's background. She says that she does not know what he is talking about, and he indicates that Peter was also the result of some sort of experiment. Realizing that his secret is safe, he drops the subject. That night, Peter and Walter are in their hotel room. Walter again struggles with insomnia, keeping his son awake by reciting the Fibonacci numbers with omissions. In an attempt to lull his father to sleep, Peter offers an annoyed rendition of "Row, Row, Row Your Boat." As Walter closes his eyes, the scene shifts to an undisclosed location, where there are three young adult men in what appears to be a hospital room. One man is lying in a hospital-type bed; the two on either side of him appear to be in incubators that bear the logo of Massive Dynamic. The men look exactly like Christopher Penrose. At St. Anne's Cathedral, Boston, a man, Roy McComb sits in a confessional. He is deeply troubled and speaks in a trembling voice. Roy tells the priest that the devil is speaking to him, sending him visions of horrible events, and that his latest vision involves something terrible happening on a bus. On a Boston transit bus, a man in a business suit -- Matthew Ziegler -- gets on the bus and blends in with the other passengers. Moments later, he puts on a gas mask and releases a canister filled with smoke. While the other riders panic, Ziegler calmly grabs a backpack belonging to a female passenger. The bus comes to a screeching halt as passengers choke on the white smoke filling the cabin. Ziegler steps off the bus and gets into a waiting car, as behind him everyone on the bus seems to freeze in place. Roy, unable to finish his confession, runs out of the church, dropping a crumpled drawing of his last vision: a bus full of people, choking and dying as they try to escape. An official funeral is in progress at Mount Briar Cemetery for John Scott, Olivia Dunham's former partner and secret lover. There is discomfort on the part of some of the attendees because Scott died while apparently committing a crime. The honor guard hands a folded American flag to John's mother, who stares directly at Olivia. After the funeral, Olivia tells Charlie Francis that Scott's mother was staring at her as if she blamed her for John's death. As Olivia and Charlie are talking, Phillip Broyles arrives and asks Olivia to come with him. Walter Bishop and Peter Bishop are at a roadside diner for breakfast. It seems like a normal moment between father and son until Walter begins to mix his own prescription drug cocktail -- something he whipped up in his lab to counteract the effects of his time spent in the asylum. Peter notices a man at the counter who has been following him and goes over to confront him. The man tells Peter that he was supposed to check in when he got back in town. Peter takes a memory chip from the man's camera and warns him to stay away. When Peter returns to the table, an unconcerned Walter announces that he has decided he would like the pancakes. Almost as an afterthought, he remembers that Olivia called about something happening on a bus. Broyles leads the team to the bus, which sits in a blocked off tunnel. The team sees the bus passengers suspended in a horrific death tableau, frozen within a misty translucent substance. Walter deduces that whatever suffocated them must have been released as a gas before instantly solidifying, encasing all of the passengers. In what looks like a crypt, Ziegler and another associate empty the contents of the backpack. They are searching for something, but they cannot find it. The associate takes out a strange satellite phone and speaks in Latin. Meanwhile, at his workplace, Roy has another vision. This time, he draws a woman who appears to have blood dripping from her hands. In the lab, Walter tries to identify the substance from the bus, and Peter tries to help. To Peter's annoyance, the only thing Walter wants is for Peter to play the piano. At a facility set up to examine the bus, Olivia compares a video of the passengers taken by one of the victims and realizes that a backpack belonging to a woman is missing. The woman is identified as an undercover DEA Agent named Evelina Mendoza. Broyles and Olivia meet with her handler, Grant Davidson, who tells them Agent Mendoza had stumbled on something involving "The Pattern". Davidson then asks to identify the body. Olivia accompanies him to the morgue. Having just lost her own partner, she is sensitive to what Davidson is going through and gives him a moment alone with the body. Back at the laboratory, Walter explains that the solid smoke was a silicon-based aerosol that solidifies when it comes in contact with the nitrogen in the atmosphere. Peter notes that Massive Dynamic manufactures the chemicals used in the solid smoke, but before Olivia can follow this lead, Charlie Francis summons her to Roy's apartment. He tells her that she will want to see what is there. At Roy's apartment, Charlie shows Olivia a room full of handmade models -- including Flight 627 -- and drawings of Pattern events, all of them gruesome and disturbing. Each of the drawings is dated before its incident took place. It seems that Roy is seeing the future. In an interrogation room, Roy reluctantly explains that he gets visions in his head, and the only way to block them out is to draw or recreate them. This has been happening for nine months -- about the same time that Broyles says the government became aware of the Pattern. Walter postulates that Roy might be receiving these thoughts from the people planning the attacks, and that he may be psychic. Moreover, Roy might not have any control over this ability, and the people sending the messages may not even know that Roy is receiving them. To prove his theory, Walter asks to examine Roy. Walter and Peter watch as Roy is placed in an MRI. As the machine whirs to life, Roy begins to scream in pain as ripples shaped like blood vessels form across his skin and face. The high-powered magnets of the machine are pulling something out of Roy's skin. Realizing that Roy must have metal in his blood, Walter returns to his old files and discovers that Roy was a test subject. Walter was working on a military project to directly send messages into people's brains. To achieve this, Walter injected his subjects with an organic iridium compound that would act as a receiver for messages sent over a secret radio frequency known as "the ghost network". Walter hypothesizes that Roy is receiving transmissions sent by a group that has discovered and activated the ghost network. The messages are entering Roy's sensory cortex, which explains why Roy is seeing and feeling the messages instead of hearing them. In order for Roy to "hear" the transmissions, Walter will need to shift the iridium compound to Roy's auditory cortex during a minor brain surgery. Peter and Olivia recover a neural stimulator that Walter had hidden in the walls of the Bishops' old house before being institutionalized. Walter attaches the device to Roy's head, and Peter shows Roy a series of images to determine where Roy is picking up the ghost signal. As Roy responds, Walter uses the neural-stimulator to shift the signal around Roy's brain. Roy first sees, then tastes, then smells the images until he begins to hear voices that he cannot understand. As Roy repeats the sounds he is hearing, Astrid Farnsworth realizes he is speaking Latin and translates for the group. An exchange is being set up. The parties are going to meet at South Station bus terminal in an hour. The voice goes on to say that what they wanted "was on her the whole time." Olivia looks at Roy's last drawing -- the women with bloody hands -- and realizes that what the enemy wanted was actually inside the undercover agent. At the morgue, Davidson removed something from the palm of Agent Mendoza's hand. He was working with the attackers, and is now planning to hand over what he found to the people who attacked the bus. Olivia, Charlie, and other FBI agents arrive at the bus station. As Astrid interprets what Roy is hearing, Peter relays it to Olivia in real time. Olivia spots Davidson carrying a metal briefcase, but before she can reach him, another man -- Ziegler -- shoots Davidson with a silenced weapon and grabs the case. Charlie and Olivia chase and corner Ziegler, who places the case and his weapons on the ground as ordered. Before the agents can restrain him, Ziegler steps backwards into the path of a bus and dies instantly. Back at the Boston FBI offices, technicians remove a glass disk from the metal case that Ziegler stole. Broyles shows Olivia the disk. He doesn't know what's on it, but he knows that it is somehow linked to the Pattern. He says he will find out what their friends at the NSA can tell them about it. Dunham returns to the laboratory just as Astrid is preparing to take Roy home. Peter offers to play something for her on the piano. After they talk, Peter begins playing "Someone to Watch Over Me". Olivia smiles and Walter, with an intrigued look on his face, walks up behind Olivia. It is revealed that the ghost network that Roy was tapping into has been shut down, presumably because whoever was operating it has realized their messages were being intercepted. Later, Broyles meets Nina Sharp and hands over the glass disk, saying he'd rather not "go through channels." Then the two have a cryptic conversation about what is best for Olivia and her future. Nina walks into a laboratory at Massive Dynamic and hands the disk to a scientist, saying that they have found another one. The scientist confirms that it is intact, and he should be able to break the encryption that is locking the data on the disk. He gestures to a computer monitor where streams of data are being downloaded. He has been able to stabilize the link to another disk, and has been pulling data off it for the last 72 hours. The top of the data stream is labeled "John Scott", and a progress bar next to the streaming ones and zeros appears to indicate that the task is ten to fifteen percent complete. Nina asks to be informed when the download is finished. Next to the monitor rests the body of John Scott, neural probes snaking back to the monitor. A bald man with no eyebrows enters a diner and orders a roast beef sandwich with meat as raw as possible, with eleven jalapeno peppers as a side, and a glass of water at room temperature. Before eating the sandwich he pours an entire container of black pepper on it, a large amount of Tabasco sauce, and places the jalapeno peppers on the sandwich. He eats the sandwich in several rapid gulps, not pausing between bites like a normal person. The diner staff stare at him. He watches a construction site across the street and starts writing, from right to left and top to bottom, in an unknown language in his notebook, while checking a pocket watch. The waitress asks if he is writing in Korean, and he simply answers, "no." From time to time he observes the construction crew through high-tech binoculars. The ground starts to shake and a gas main explodes at the construction site, toppling over a crane. The bald man casually drinks his water, walks outside, moves to the edge of a now-gaping hole, makes a phone call, and informs the person at the other end that, "It has arrived." At three o'clock in the morning, Walter Bishop and his son, Peter Bishop, are in their hotel room. Walter is keeping Peter awake by working out the recipe for root beer. The next day, Peter tells Olivia that he is tired of dealing with his father and is not happy remaining in one place so long. Olivia insists that they need Peter to help with Walter. She also tells Peter that Walter has said he will not work on the investigation, preferring to return the mental institution, if Peter is not there with him. Phillip Broyles calls the team to a warehouse where the source of the explosion in Brooklyn is stored: a bullet-shaped metal cylinder, about two feet long with groove spiraling clockwise from top to bottom on its surface. Broyles explains that a similar object was found at an explosion in Quantico in 1987, and that a Colonel Henry Jacobson headed the investigation. Peter agrees to stay for this one last assignment while Olivia goes to see Jacobson, a family friend who lost his wife. Jacobson extends his condolences about the death of John Scott, then relates how the object appeared at Quantico. The object was vibrating at a specific pattern, the same one as the new object. Jacobson determined the object was sending a signal but couldn't determine to who or what. The object then exploded down into the earth and disappeared. He gives her his files but warns her that she should stay as far away from it as possible. At Harvard, Walter and Astrid attach sensors to the cylinder and then Walter uses a tuning fork to set off a particular vibration. At the FBI warehouse, a man in a stocking cap emerges from his car with an odd-looking gun and shoots the outside guard. An FBI agent confronts him but is tossed aside by the gun's ability to manipulate physics. He proceeds into the warehouse and quickly dispatches the 4 armed FBI agents with his physics manipulating gun. He locates the remaining scientist who informs him the object is gone. That night, Olivia is awakened by a phone call. There's nothing but static and a man saying her name. Olivia believes the voice is John Scott's, but when she attempts to have the call traced, the operator at FBI dispatch says that no call came in on the cell phone. The next day, Walter studies the object further while Olivia notices a man in the 1987 photos from Jacobson. She spots a bald man and identifies him in other photos from their previous trip to a hospital. Jacobson answers his doorbell and finds the stocking cap man at his door. The man stuns him unconscious. Olivia takes the photo of the bald man to Broyles, who reveals that they've just discovered the same man in the photos after a year of work. They've been unable to identify the man, whom they call the Observer, but he has been at the scene of various Pattern events. They're interrupted when Broyles gets word of the attack on the warehouse. As Walter conducts sound experiments on the cylinder, Olivia calls Peter to inform him they're moving the cylinder to a secure facility. Walter seems aware that someone is coming for the cylinder and asks Peter to get him aluminum foil to shield the cylinder's frequencies. Peter agrees and goes to get the foil. Walter then asks Astrid Farnsworth for a syringe and injects her with it. Peter returns a few minutes later to find Astrid unconscious and Walter and the cylinder gone. The stocking-cap man places electrodes from a device up Jacobson's nostrils and into his brain, then plugs himself into the device. He interrogates Jacobson about the woman who came to see him, and can read his mind through the device. He tortures Jacobson with electrical jolts until Jacobson "thinks" the answer. Satisfied, the stocking-cap man kills Jacobson. Walter is in a diner enjoying a root beer float when The Observer sits in the booth opposite him. They know each other. They discuss the root-beer float, and Walter mentions that he hasn't had one in seventeen years. The Observer seems curious, and comments that seventeen years is a long time to go without something you love. Walter offers some of the root-beer to the Observer, but the Observer declines. He comments that he could hardly taste it, anyway. The Observer says he can't touch "the beacon" but thanks Walter for hiding it. He promises that Walter will soon have answers. Later, the police find Walter walking down the highway and bring him in. Peter and Olivia come to question him and he admits he remembers taking the cylinder. However, he can't tell them where it is, and he hid it from someone who is coming to find it. Walter describes his "friend" the bald-headed man and Olivia recognizes the description. When Peter snaps at his father, Walter snaps back and says he shouldn't act like his mother, questioning his judgment. An angry Peter leaves, insisting he's no longer needed. Olivia reports to Broyles that Walter knows the Observer. Peter returns to the laboratory to pack his belongings. He gets a call from an associate who can offer him a job somewhere far away from Boston. As Peter hangs up, he's unaware that the stocking-cap man is watching him from the shadows. Astrid returns to the lab later and informs Olivia that there are signs of a struggle. Olivia checks the campus security footage. Meanwhile, the stocking-cap man uses the same device on Peter and starts to interrogate him telepathically, asking where the cylinder is. Meanwhile, Olivia has a photo of the stocking-cap man and shows it to Walter, who doesn't recognize him. However, Walter warns that even though he didn't tell Peter where the cylinder was buried, Peter knows. John Mosley, still wearing his stocking cap, continues to interrogate Peter, telling him to think of happy childhood memories and his father's hiding places. The man then gets a thought from Peter of where the cylinder is and drives out into the countryside with Peter in the trunk. He goes to a cemetery and takes Peter along, then start digging at the grave of Robert Bishop, Peter's grandfather. Mosley comments to Peter that he never knew his grandfather and, with a hint of admiration in his voice, adds that he should have. Following Walter's directions, Olivia arrives at the cemetery as the stocking-cap man recovers the cylinder. He hears Olivia approaching and flees into the woods, leaving a tied-up Peter behind. Olivia and the stocking-cap man exchange shots and she brings the man down. Leaving the cylinder behind, she checks the stocking-cap to make sure he's dead. Behind her, the cylinder begins to glow then drills itself into the ground. Peter, having cut his hands free, approaches through the woods and sees the Observer, telling someone on the phone that the "departure is on schedule." Peter tackles the Observer, then tries to get answers from him. The Observer starts repeating every word that Peter says, then starts speaking Peter's words before Peter can and mirroring Peter's changes in posture. The man then takes out a strange gun and stuns Peter with it. After Peter recovers, Olivia takes him to the hospital while Charlie releases Walter and sends him back to the hotel. Before he goes, Walter tries to apologize to Astrid without success. Olivia checks on Peter but runs into Broyles, who says there's no sign of the cylinder and he doesn't think they'll find it. They have identified the shooter as John Mosley, a mob killer from Seattle. Olivia then picks up Peter, who insists that something is going on and the Observer was somehow connected to his mind. Olivia didn't see the Observer and thinks Peter may be in shock, but he insists that he's now going to stay with the team until he can get some explanations. She accepts and gives him his security badge, identifying him as a civilian consultant. That night, Peter asks Walter how he knew where the capsule was buried when Walter never told him. Walter explains that Peter knew it because Walter knew it, that the information was passed along by proximity. He then explains that when Peter was young, father and son were driving home on Thanksgiving when their vehicle plunged into an ice-covered lake. Walter was unable to rescue himself or his son, but the Observer rescued them. He could read Walter's thoughts and made it clear that he'd need Walter one day. When Walter activated the sonic pulse on the cylinder in his laboratory, he realized that the time had come to repay the favor. Olivia returns home and fixes herself supper, dry cereal and an undiluted glass of liquor. She turns and sees John Scott, seemingly alive and well; she drops her bowl of cereal. A speeding van comes to a halt on a suburban street, in Milford, Mass. Two men wearing hazardous material protective clothing dump a young woman named Emily Kramer onto the street. The van then leaves the area at a high rate of speed. The disoriented woman walks into a nearby diner and takes a seat at the counter. The young counter employee Ben, who is concerned about her well-being, offers her some soup and asks another person to notify Marty Pitts, the local police officer. When Marty asks her what's wrong, she responds that "they" took her, and gave her a red medicine, and then a blue one. Convinced the woman needs psychiatric help, Marty attempts to restrain her, but this only agitates her more. And as Emily tries to break free, everyone in the diner screams and starts bleeding from their eyes. Soon Emily is bleeding too, crying out in pain. She runs to the door of the diner, where her head explodes, splattering blood against the diner window. The next day, the diner has been roped off as a crime scene, with investigators dressed in hazardous materials suits. Phillip Broyles informs the team that prior to last night's incident, the young woman, now identified as Emily Kramer, had been missing for two weeks. Also of note is that while all of the victims in the diner were exposed to high levels of radiation, the radiation coming from Emily's body was three times that of the others. Walter Bishop asks for a HAZMAT suit. Walter deduces that Emily was suffering from Bellini's lymphocemia, a rare autoimmune disease. There is no known cure, but her disease appears to have been in remission. Walter inserts a meat thermometer into Marty's skull, and based on the temperature he realizes that the radiation in the diner boiled everyone's brains. He demands that both Emily's and Marty's bodies be brought back to the lab. At Patel Health Care, Olivia Dunham questions Emily's doctor, Nadim Patel. He reveals nothing regarding Emily's condition except that her recovery was a miracle. Back at the lab, in addition to noting Emily must have worn hyacinth-scented perfume, Walter finds evidence that Emily was being held against her will -- and most likely the victim of some kind of experiment. Just then, Olivia receives a call notifying her that another person has been kidnapped. Claire Williams, the latest kidnap victim, also suffers from the same disease. As Olivia and Charlie Francis prepare to question Claire's husband Ken Williams, Charlie wishes Olivia a happy birthday. When Olivia tells Ken that Claire's case may be linked to Emily's, Ken says he's never heard of Emily Kramer, and he begs them to find his wife. At an experimental facility in an unknown location, Claire Williams is strapped to a table, as Elizabeth Sarnoff in a HAZMAT suit takes her blood. She brings the sample to an observation room where she tells a man in a crisp suit that Claire is a prime candidate. Back in the lab, Walter prepares a demonstration of what happened to Emily and the other victims at the diner. Using a microwave gun, he explodes a papaya, explaining that in the diner, Emily Kramer acted as the microwave. Walter has found broken capsules with traces of radioactive isotopes in Emily's blood, evidence of a form of time-release radiation therapy. The treatment cured her disease -- but also made her a perfect candidate for weaponization. Whatever was injected into her bloodstream caused the capsules to burst all at once, resulting in a burst of microwave radiation. When Peter and Olivia arrive at Emily Kramer's house to ask about this mystery treatment, they discover a wake in progress. Olivia heads straight for Emily's room to rifle through her things, searching for anything that might serve as a clue. She is caught in the act by Emily's mother, Paula Kramer who is angry at the intrusion, but, when told that another woman's life is in danger, agrees to cooperate. Paula shows Dunham and Francis a photograph of her daughter with Ken and Claire Williams. Olivia and Peter confront Ken Williams and demand to know why he lied to the FBI. Ken confesses the story of how Emily and Claire became friends. Only 3000 people in the U.S. have Bellini's, too few to constitute a profitable line of research for the pharmaceutical industry. A small group of Bellini's victims pooled their resources to find their own cure, without industry help or FDA approval. Ken also reveals that Nadim Patel had been helping them. In the experimental facility, Elizabeth Sarnoff in the HAZMAT suit injects Claire with a red liquid, informing her that this is her cure, and then a blue liquid that will make her "special". Olivia presents Nadim Patel with Ken Williams's story and demands to know who else is involved. Patel confesses that he passed information about the treatment to INtREPUS, a pharmaceutical company, but that he never meant for anything bad to happen. Suddenly, Patel pulls a gun. As the two face each other, guns drawn, Patel gives her a name -- David Esterbrook -- then commits suicide. Charlie reports that David Esterbrook heads up INtREPUS's pharmaceutical research division and has worked on a wide range of controversial projects. Olivia decides to confront Esterbrook at a conference in Manhattan. She introduces herself as Amanda Bennett to Esterbrook, who is revealed to be the man in the suit at the experimental facility. Olivia is not yet aware of Esterbrook's activities at the facility. Esterbrook has a pin on his lapel similar to the "Aleph"-shaped symbol on Olivia's uncle's kayak. After gushing his praises and slyly probing him for information, Olivia reveals herself as an FBI agent. Esterbrook menacingly warns her to stay away. Following the receipt of a phone call, Broyles reprimands Olivia for her reckless meeting with Esterbrook. From now on, Broyles expects to have everything run past him. Dunham replies that she will send him a copy of her report of her interview of Esterbrook. In the experimental facility, Claire lies in bed as a rat is released into her room. The rat crawls over her, until it reacts like the people at the diner, bleeding and finally exploding. Sarnoff says Claire is ready, and that the capsules in her body can be triggered remotely. Esterbrook says they'll ship her out to their client in the morning. Back at the lab, Peter announces that Walter may have isolated the isotopes in Emily's bloodstream. When Olivia snaps at him, Peter demands to know what's bothering her today. Olivia hesitantly tells him a traumatic story from her childhood. When she was a little girl, her stepfather would get drunk and abuse her mother. One day, when she was nine, after her mother had suffered a particularly harsh beating, Olivia mustered the courage to find his gun and shoot him, but she didn't finish him off. They took him to the hospital, and one night he slipped out, never to be seen again. Every year he sends Olivia a card on her birthday, just to let her know he's still out there. Peter then realizes that today is her birthday. Peter suggests getting information on Esterbrook from Nina Sharp. Olivia refuses, noting that corporate espionage is illegal and Nina is unlikely to admit to it. So Peter goes off on his own, tracking Nina down at an equestrian center. He says they believe INtREPUS is holding illegal drug trials and might be holding Claire Williams captive. Nina reveals her knowledge of Peter's exploring areas with unusual minerals for superconductors in South America and offers Peter a bargain: information now, for an unspecified favor in return at a later date. Nina also tells Peter that she knew him when he was a small boy, that she and Walter were once quite close and that she and Peter spent time together at the equestrian center where they are now sitting. Meanwhile, Walter discovers that the victims were made radioactive through a dose of methyl eugenol, the chemical that gives hyacinths their scent. And he knows how to save them; he just needs to produce the counter-agent. Peter brings the good news to Olivia, along with an address where Claire is being held. He lies, telling her he got the tip from a friend who is able to hack into the National Reconnaissance Office. Walter hands Olivia the antidote, informing her that it must be injected directly into Claire's jugular vein. The FBI storms the facility. Olivia finds the observation room. Because Sarnoff has triggered the remote detonation, Olivia cannot enter the room -- so she slips the antidote through the door's safety slot. When Claire starts to seize from pain, Olivia screams at her to inject herself -- which she does just in time to keep her head from exploding. Olivia confronts Esterbrook at INtREPUS. She says they have a statement from his employee admitting that Esterbrook supplied her with the facility and the equipment to transform Emily and Claire into weapons. Esterbrook tries to pass this information of as a statement by a disgruntled former employee. Dunham slams Esterbrook to the table and handcuffs him, informing him that she's about to walk him outside where the press is waiting to take his picture. Olivia goes to see Broyles, who is obviously upset at the public arrest of Esterbrook. She feigns innocence, saying that "The press, they always get their pound of flesh." She then admits to Broyles that she can be emotional, but it's what makes her great at her job and he can fire her if he so chooses -- but she hopes he doesn't. Broyles tells her that they will talk more in the morning. In Olivia's car, a radio announcer reports the news of Esterbrook's detainment causing INtREPUS' stock value to fall considerably, while the stock value of Massive Dynamic, INtREPUS' leading competitor, has risen just as remarkably. Olivia realizes that there are consequences to her actions that she did not foresee. At Peter and Walter's hotel, Olivia tells Peter she knows where he really got his information and concludes that he has placed himself in debt to Nina Sharp. On returning home, Olivia finds an envelope inside her door bearing no postage or return address. She opens it up and removes an unsigned card that reads "Thinking of you." Concern shows in her face. In Weymouth, Massachusetts, an FBI special weapons and tactics (SWAT) team speeds across the water at night on zodiac boats, on their way to a sting. The target arrives, a cargo truck. The team swarms the truck and opens the back -- where they find only oversized carnival bears. The team's been had. At the Boston FBI office, Phillip Broyles receives a briefing from Agent Mitchell Loeb, who led the operation. Agent Loeb was recently transferred to the Boston office after working abroad in Europe. He explains that the smugglers knew they were coming. He hands Broyles a dossier on Joseph Smith, who has a science background and has been traveling back and forth to Budapest. He also worked for the shipping company that handled the cargo container that Loeb was tracking; Loeb opines that Smith switched the contents of the containers. Suddenly, Loeb grabs his chest and falls to the floor. He appears to be in cardiac arrest. Moments later, Loeb is rushed into the emergency room, where Broyles does his best to comfort Loeb's wife, Samantha Loeb. In the emergency room, the doctor tries to shock Loeb's heart back into rhythm, but it doesn't work. He opens Loeb's chest, but once he gets a glimpse of the heart, he steps back in fear. Wrapped around Loeb's heart is a large parasite that pulses with every heartbeat. Broyles briefs Olivia Dunham, Peter Bishop, and Walter Bishop on the situation. The parasite is not communicable, but otherwise the doctors are clueless. Broyles asks Walter to help, because Loeb is more then just a colleague -- he is also a friend. Walter, in between requests for breath mints, is amazed by the parasite. He admires the intricate design; he's never seen anything like it. Loeb is moved to the laboratory so Walter can find a means of removing the organism encircling Loeb's heart. After some examination, Walter suggests that the organism could be something as simple as a common waterborne parasite only much, much larger. Samantha Loeb arrives and wants to know why her husband has been moved to the lab. Olivia tells Samantha that a member of her team is "uniquely qualified" to save her husband's life. Samantha hands Olivia a document that Loeb brought back with him from Frankfurt, Germany: a sheet of paper filled with numbers. Samantha thinks it might have something to do with what Loeb was investigating. Walter tries to remove the parasite, but it reacts by further constricting Loeb's heart. Peter quickly gives Loeb an injection to bring his heart back into normal rhythm, as Walter takes a tissue sample of the parasite for DNA analysis. A short time later, Walter shows Olivia the results of a DNA analysis. A specific line of the DNA sequence repeats over and over, in a fashion that is much too organized to be random. Walter posits that it could be a code or message of some kind. Astrid Farnsworth thinks it might be a Caesar Shift -- a kind of cipher Julius Caesar used to send covert messages. Astrid has narrowed down the possibilities to a three-letter combination. Olivia realizes it spells out ZFT: an organization that was mentioned in John Scott's case files. Olivia goes to Broyles and explains her theory: since ZFT was working out of Budapest, where the shipping container that Loeb was tracking originated, they must be behind what happened to Loeb. Broyles tells her that a man named David Robert Jones was arrested in Germany a month ago. Jones has a background in biotechnology and is known to traffic genetic weaponry. He was arrested by Interpol for trying to steal state secrets. Broyles doesn't know if Jones is part of ZFT, but Loeb was investigating him in Frankfurt, and the heart parasite might be a form of retribution. Broyles explains that ZFT is a mysterious group that apparently traffics highly advanced scientific knowledge, such as the kind used in the attack on Flight 627. Olivia says she might be able to use a contact she has in Frankfurt to get access to Jones; and maybe Jones can help remove the parasite. Peter notices that the parasite is growing throughout Loeb's body and is slowly killing him. When Olivia calls to say she's going to Germany, Peter tells her to hurry, there's not much time left. Olivia arrives in Frankfurt, Germany. The Observer is seen waiting for arrivals in the terminal, then turning and walking away just moments before Olivia walks through the gate. Olivia is met by an old flame - Lucas Vogel. Now working in the German government, Lucas knows the warden at Wissenschaft Prison where Jones is being held. Olivia persuades Warden Johann Lennox to give Jones a message in the hope that he will talk with her. Back in the lab, Broyles checks on Walter's progress and thanks him for his help. Walter responds by describing a fruit cocktail he had in Atlantic City once. Broyles solicits Peter's help in keeping Walter focused. Peter responds that he is completely incapable of controlling his father. The surreal conversation is interrupted when Broyles receives a call from Charlie Francis, who has a lead on Joseph Smith's location in Boston. Broyles immediately sets up a raid on the location to grab Smith. In the prison near Frankfurt, the warden informs Olivia that Jones will talk with her, but not until the next morning, and she will only have fourteen minutes. Jones has one condition: he wants to talk with Joseph Smith. Olivia calls Peter to tell Broyles to find Smith, but Peter cuts her off: Broyles is already about to apprehend Smith in a raid. Peter jumps in the Vista Cruiser and screeches to the raid, hoping to make sure the FBI takes Smith alive. However, the SWAT team is on radio silence and by the time Peter arrives Smith has begun to flee the scene. When Smith pulls a gun on an agent, he is shot and killed. Peter explains to Broyles that Jones would cooperate only if he could talk to Mr. Smith -- the same Mr. Smith that Broyles's team just killed. Walter calls to tell Peter that Loeb's condition is continuing to deteriorate; they need to get Jones talking fast. When Peter says Smith is dead, Walter asks if he still has his head, which he does. Walter then tells him he needs the body, and that "his death might just be an inconvenience". In the lab, Walter realizes Smith has been shot in the head, which of course is a problem. This means that Walter's procedure for questioning him won't work as planned, because the dead man's brain cannot communicate with his mouth. They will need someone else -- Peter -- to be the dead man's mouthpiece. Walter then reveals that he tried this same procedure for the government back in the 1970s, on a man who Peter realizes must have been Jimmy Hoffa. The process was unsuccessful, because when Walter turned on the equipment it fried Hoffa's brain. Walter tests the device by running a current through Smith's brain to a receiving machine with a light bulb, which is standing in for Peter's brain. To Peter's dismay, the first attempt explodes the light bulb. In Germany, Lucas and Olivia share a romantic dinner. Lucas sees through Olivia's cold shell. He admits that he failed with Olivia in their previous relationship, and he thinks they should try to make it work again. Just as they share a kiss and it looks like things might progress further, Olivia's phone rings. Peter has good news: Walter might just get the dead Smith to answer some questions. The moment is over, and Olivia leaves. The next morning, Peter's and Smith's brains are connected by a plethora of wires and sensors in a 21st century Frankenstein lab scene. Although synaptic transfer worked in Pilot, Walter uses a different method to communicate with Smith. Astrid feeds questions to a computer that inputs them directly into Smith's brain, while Walter administers an electric shock. The outcome is a feed to Peter, who acts as the dead man's voice. Before they start, Walter apologies to Peter for the pain he is about to endure. As the first question is asked, Peter cries out in pain. He is not getting answers yet, only extreme discomfort. Olivia finally meets Jones in a bare interrogation room. She explains to Jones that he will ask her one question, and then she will relay that to an agent back in Boston who will ask Smith. Jones finds her attempt at control amusing but plays along. This intrigues Olivia. Why doesn't Jones ask for his freedom? Jones replies, in a condescending tone, that Olivia is terribly naive; there are things more important than freedom. Jones further suggests that someone might be playing both of them. Back in the lab, Walter realizes the process is failing because Peter is thinking too much -- a family curse. Walter drugs Peter to block his higher brain functions, so he can "hear" Smith's answers. Once Peter is semi-conscious, Walter says they're ready and they call Olivia. Jones asks his one question: "Where does the gentleman live?" Each time Astrid poses the question, Walter ups the voltage, and Peter goes through even more excruciating pain but is still unable to hear the answer. Back in the cell, the guard tells Olivia her time is up. Just as she is being dragged away, Peter asks for paper and frantically draws a number of vertical lines. He can't hear the answer, but he sees something. Walter realizes that Smith's brain damage is interfering with his perception of horizontal lines. Peter draws in the necessary horizontals and comes up with the answer: "Little Hill!" Olivia tells Jones the answer just as she is being dragged from the interrogation room, and Jones divulges the antidote to inject directly into the parasite. Walter performs the injection, and Loeb is saved. Loeb, recuperating in the hospital, talks to Broyles, who asks Loeb why he would be targeted. He doesn't know. Then Loeb's wife Samantha comes in. She is plainly relieved to see him awake and recovering. Once Broyles is out of earshot, Loeb asks her if their plan worked, and if they got the answer. "Yes," she says, "Little Hill". They both smile in victory. In Middletown, Connecticut, Jeremy Stockton drives his car through stormy weather, while his son Ben Stockton sits in the back, writing musical notation. Jeremy asks his son if he is taking a break from music. Ben's response is to ask his father if he can slow down the windshield wipers, because the tempo distracts him. After Jeremy explains that he can not slow the wipers because he would not be able to see as well, he sees a young woman standing by the side of the road next to a car. Jeremy pulls over to assist her; she explains that her car just stopped working without warning. After calling for road assistance, Jeremy, over the woman's mild protests, then offers to take a look at her engine. Under the hood, Stockton sees a mysterious pair of lights at the back of the engine compartment. The lights begin to flash in a green, green, green, red sequence. He becomes mesmerized until he's startled by the tow truck driver tapping on his shoulder. The rain has stopped. The young woman and her car have disappeared. And, to Jeremy's dismay, so has his son. At the Boston FBI office, Phillip Broyles describes the abduction to Olivia Dunham. This is not the first abduction of this kind; three other people are known to have been abducted by a woman meeting the same description. The previously abducted eventually turned up, physically unharmed but mentally insane, unable to remember what happened to them. Olivia observes that all the previously abducted were academics and experts in their fields, and Ben Stockton doesn't fit this profile. Walter Bishop, who has been listening in, says something about lights: green, green, green, red, like Christmas lights. He's heard this story before, but he can't recall where or when. Olivia meets with Jeremy and his sister Maureen Stockton. Hearing that the previously abducted were experts in various fields, Jeremy tells an unusual story about his son. Ben and his mother Abby Stockton were in a car accident, and Ben's mother was killed. Ben was in a coma for six days, and when he awoke, he suddenly had the ability to play the piano -- despite having never had a single lesson. Jeremy plays a DVD to demonstrate Ben's ability. Ben soon began was composing his own music, and he had become obsessed with one particular composition. In an undisclosed location, Ben sits in what looks like a basement. The young woman who abducted him enters the room and tells him there is someone who wants to see him. When he responds that he doesn't want to talk to anyone and that he just wants to go home, the woman tells Ben that his mother will be very disappointed. At the Harvard laboratory, Walter is singing Christmas carols in an attempt to jog his memory about where he heard the story of the lights. He still can't remember, but he does recall an experiment he did for an advertising agency that involved flashing lights to induce a form of mind control. The experiment failed, but Walter thinks flashing lights might have been used to put Jeremy in a hypnagogic trance while his son was abducted. Walter believes his previous experimentation failed because he studied only the speed and intensity of the lights, not their color. He asks Peter to looks at some lights. Peter stares as they flash but concludes that it's not working. Then he realizes that his sleeves have been cut off. When he asks Walter if he did this, his reply is "You did." Meanwhile, Charlie Francis has identified the kidnapper from a sketch based on Jeremy's description. Her name is Joanne Ostler. She supposedly died ten years ago, eight months before the first abduction, but her body was never found. Back in the lab, Walter has finally realized where he heard the story about the lights. Lights lead to Christmas, Christmas leads to the lyric "dashing through the snow," and that leads to Dash -- Dashiell Kim, a fellow inmate from the asylum. Dashiell told Walter a story about being hypnotized by a Christmas tree. Olivia briefs Broyles on Dashiell Kim, an astrophysicist who vanished for a week, then had a psychotic breakdown when he returned, bludgeoning his wife to death with a tire iron. Olivia wants to visit him at St. Claire's Hospital, but Broyles notes that he's classified as criminally insane with knowledge of state secrets due to a side job consulting on defense contracts at JPL. That makes access extremely limited, and it could take weeks to get it. The woman, whom we now know as Joanne Ostler, shows Ben his pages of sheet music arranged in a way he's never seen before. Then, to Ben's surprise, his mother Abby appears. He runs to her and they embrace. At the lab, Olivia shows Peter the crime scene photo of Dashiell's home, where he killed his wife. Mathematical notations have been scrawled all over the wall. Walter recognizes the notations as an equation that Dashiell was obsessed with but could never solve. Peter notices a recurring mathematical expression on the wall, and he suggests this could be a rhythm. He asks Walter to translate the math into standard musical notation. While Walter works, Peter explains that music is really just a mathematical language, where chords and notes have numerical equivalents. Walter finishes his translation, and Peter plays it on the piano. It sounds very much like Ben's composition. Walter realizes that Ben's piece is the musical equivalent of Dashiell's equation. But what are they both trying to solve? Ben is still with his mother. A healed scar is visible on the side of her head. She says that in order for her to stay, Ben has to finish his composition. So Ben starts to play. Olivia meets with Dr. Bruce Sumner, the director of the institution, to request a meeting with Dashiell Kim. Sumner realizes that Walter Bishop is the reason she wants to meet with Dashiell, and he offers his opinion that Walter has no business being out of the institution. He also refuses to allow Dashiell to be subjected to open-ended interrogations by people he's never met. But he suggests a compromise: Walter can come back long enough to talk to Dashiell. Olivia and Peter argue about whether to allow Walter to go back to the asylum. Peter is vehemently opposed, but Walter interjects and reluctantly volunteers to go because a boy's life depends on it. Inside, Walter talks to Dashiell, who denies knowing any story about a woman hypnotizing him with lights. Walter continues to press Dashiell for answers, causing him to become increasingly agitated. When Dashiell becomes despondent, Walter goads him to remember, the two men wrestle, and Sumner steps in and sedates Walter. Against Olivia and Peter's wishes, Sumner insists on holding Walter overnight. He says Walter's work with Homeland Security has exacerbated his worst delusions. Olivia will need a court order to override Sumner's decision. Walter lies in his old cell, fitful and unable to sleep. Then someone arrives and sits down on the bed, saying "Welcome back, Walter". Walter looks up to see that his visitor is a cleaner, healthier version of himself. At the FBI office, Olivia is told by the general counsel that they can't get the court order to release Walter until morning. Peter asks Olivia if they've tried to find an alias for Joanne Ostler, which of course they have -- unsuccessfully. Peter says that he whenever he used an alias, he would pick something close to the truth, like substituting King or Knight for Bishop. A quick computer search reveals that Ostler is Middle English for innkeeper, which gives Peter the idea of hotel names. He discovers that a "Joanne Ritz" has a P.O. Box in Clarksburg. Ben can't seem to finish his composition. His mother sweetly encourages him. But when he still fails, the scar on his mother's head starts to split open, oozing drops of blood onto the piano keys. Ostler tells Ben that if he loses his mother again, he'll only have himself to blame. In the morning, Walter meets with Dashiell again. As Walter looks through the bars, he sees the other Walter again, across the yard, watching him. Walter presses Dashiell for information about where his abductor took him. Dashiell begins to cry. The woman promised him beautiful things, but then she took them away when he couldn't solve the equation. She hurt him and put him in a dungeon, where she tried to suck the answers from his head. As Dashiell says these words, we see where Ben is strapped to a chair in a basement, with wires coming from his head while Ostler takes notes. But when Walter presses Dashiell for a location, all he can remember is a red castle. When Peter arrives to take Walter home, Sumner threatens to have Peter's guardianship revoked. Peter talks with Walter, who is disappointed in himself. All Dashiell could do was rave like a loon. "Is that what it's like to talk to me?" Walter asks Peter. In Clarksburg, Massachusetts, Olivia and Charlie have been canvassing house-to-house. Peter calls and tells her that Walter couldn't get anything from Dashiell, just incoherent stuff about red castles and dungeons. Olivia turns around to see, just past the trees nearby, a red brick building with a tower on top. Olivia and Charlie enter the warehouse, where Olivia finds a basement entrance. They split up downstairs. Olivia finds Ben strapped to a chair, but before she can free him, Ostler attacks her from behind and a fight ensues. Ostler runs and Olivia gives chase, but then Ostler pushes a button on a hand held device. Olivia sees lights flashing in front of her and is startled when Charlie taps her on the back. Ostler is gone. Peter and Walter return to their hotel, where Walter announces his desire to have a place of his own. Peter promises to look into on-campus housing, and then congratulates Walter for being brave enough to return to St. Claire's. In an undisclosed location, Ostler meets with Mitchell Loeb. She gives him the solved equation from Ben's composition. Loeb types the equation into a computer, and then attaches a strange apparatus to a safe. He places an apple inside the safe and locks it. Wearing a thick rubber glove, he apparently reaches through the back of the safe to remove the apple. Just as Ostler expresses her astonishment, Loeb shoots and kills her. Then he makes a telephone call, saying only "It worked." At the FBI office, Olivia watches as Ben and his father have a tearful reunion. A young executive, Mark Young, arrives late to give a presentation about a company called ExtenzaLife. After he has finished and the boardroom empties, Young collects his things, and then spots a butterfly. It alights on his finger -- and unexpectedly cuts him. The insect flutters by his neck -- and cuts him again. After attacking him a few more times, the creature disappears into AC vent. Young peers into the vent just as a swarm of butterflies pours out. As they surround him, cutting him all over his body, he runs in mad panic. He crashes through a plate glass window and falls to his death, revealing the location: Massive Dynamic's New York office. In Boston, Olivia Dunham is getting ready for a night out, but before she can leave she is summoned by Phillip Broyles to catch a plane to New York. Olivia tries to tell Broyles that she needs some time off, but he repeats his instructions and hangs up. At the scene of the apparent suicide, Walter Bishop notices lacerations beneath Mark Young's shirt, even though there aren't corresponding tears in the shirt itself. Meanwhile, Olivia spies John Scott -- her dead partner and lover -- in the crowd of onlookers. He stares at her for a moment, then vanishes. Olivia meets with Nina Sharp, COO of Massive Dynamic. Nina suggests that Mark Young must have succumbed to the stresses of his job, as some small fraction of employees always do. When Olivia presses for more, Nina says that, given Olivia's recent work, she should understand how the discovery of certain unexpected realities could be too much for some to handle. In Young's apartment, Olivia and Charlie Francis find a plane ticket that implies Mark Young was not planning to kill himself. In Young's day planner, Olivia finds a page that has "MONARCH" written on it. On the wall nearby, she sees a display of captured butterflies -- whose wings unexpectedly start to flutter. Charlie causes Olivia to turn away, and when she looks back the wings have stopped fluttering. At the Harvard Laboratory Walter examines Young's body, noting that his wounds go clear to the bone, as if they had started inside and opened upward toward the surface. Also, Young had some kind of synthetic compound in his brain, but that wouldn't explain his wounds. Meanwhile, Peter Bishop receives a call from a woman -- someone from his past who wants to see him. In her apartment, Olivia studies the Massive Dynamic website. She performs a web search for resources on "monarch," finding only pages on English royalty and butterflies. After she shuts down the laptop, it mysteriously starts up on its own, and an email pops up -- from John Scott. It contains only an address: 1312 Labrador Lane, basement level. When Olivia arrives at the address, she walks through the darkened basement. She hears strange croaking noises and tracks the sound to a room filled with large plastic tubs. She opens one to see that it's filled with toads. At the FBI office, Charlie asks Olivia why she just charged ten pounds of live insect larva to the Young investigation. She describes the toads and their usefulness. Entering a private office with Charlie, Olivia explains to him that she is still seeing visions of John Scott, and she feels like she is going crazy. She does not want to consult a psychiatrist because there would be a permanent entry in her file with the FBI and wonders if taking a leave to get her wits together would help. Then Astrid Farnsworth calls with news: Walter thinks Young's death was because of the toads. In a diner, Peter meets with Tess Amaral, the woman who called earlier. There is clearly a history between them. She pleads with him to leave Boston, saying "If I can find you, they can find you." Peter takes her hand -- and notices the bruises on her wrist. He infers that someone named Michael Kelly did this, and Tess doesn't deny it. Back in the lab, Walter explains the principle of psychophysiologic effects: the ability of the mind to produce physical effects in the body. He shows old video footage of an experiment he did many years ago, in which a hypnotized man believed an ice cube was burning him -- and produced real blisters. But how does this relate to the toads? Walter says these particular toads, Bufo alvarius, secrete a psychoactive compound from their skin. Properly modified, the compound is a powerful hallucinogen. The modified version of it directly affects the fear center of the brain. Walter suggests this was murder, as the concentrations of the compound in his brain were ridiculously high. Young was literally scared to death. He imagined the cuts, and his brain made them real. Olivia admits to Walter that John Scott led her to the toads. Walter suggests that a form of repressed memory therapy could be used to raise the memories and purge them from her head. But doing so would pose serious risks to Olivia's health. Despite the warning, Olivia insists on getting back into the sensory deprivation tank, believing it could provide the key to cracking the Mark Young case. As Olivia prepares for the procedure, Walter explains how it will work. The first time she connected in this manner with John Scott, some of his memories crossed over into her brain. This time, they will attempt to bring those repressed alien memories to the surface. Walter's voice will be Olivia's only tether to reality. In a dream state, Olivia spots a door and walks through into a restaurant -- the same place she and John Scott went on their first date. In fact, it is their first date. Olivia watches a slightly younger version of herself sitting in a booth with John Scott. The younger Olivia stands up and walks past her. Because this is only a memory, Walter says, no one can see her. Nevertheless, Olivia sits down in front of John. He's indifferent, clearly unaware of her presence. She tells him that she loved him and trusted him. Still no reaction. But when she changes direction and says that Mark Young killed himself yesterday, suddenly John Scott looks her right in the eye. The scene abruptly changes. Now Olivia is in John Scott's car, alone. Walter says John must be there somewhere. Olivia exits the car and finds a meeting of four men: John Scott, Mark Young, and two unknown men -- one black, one Latino. Young walks away with the Latino. Olivia follows, but as she turns a corner the two men suddenly vanish. Walter says that's because she's experiencing John's memory and John didn't follow the two men. Olivia returns in time to see John brutally stabbing the black man to death. She screams to be pulled out of the tank. Outside the tank, Olivia and Astrid use the computer to reconstruct the face of the Latino man she saw in John's memory. Olivia tells Broyles they think Young was killed for selling the synthetic compound to black market buyers. In the wrong hands, it could be turned into a cheap street drug or even a chemical weapon. Olivia wants Massive Dynamic to release information on all of Mark Young's projects. On a street in urban Boston, Peter intercepts Michael Kelly as he exits the residence he shares with Tess Amaral. Peter dominates the confrontation and knocks a gun from Kelly's hand as he draws it from under his coat. Bishop delivers a stern message. "If you touch her again, I'll kill you" - referring to the bruises he noticed on Tess' wrist. Back at the FBI offices, they've had no luck with facial recognition software. Broyles provides Olivia with a file of all Young's projects, courtesy of Nina Sharp. Inside, she finds Young's business card, with the phone number 877-8MSS-DYN at the bottom. That gives her an idea. She dials 212-MON-ARCH on her phone, and someone answers. Olivia pretends to be a telemarketer, and the person on the other end says to take his number off their list. Olivia recognizes the voice -- it was the Latino man she saw in John's memory. The number is traced to a man named George Morales, a known black market trafficker. Olivia and Charlie follow his cell phone signal through the streets of Manhattan. When they hit a traffic jam, Charlie and Olivia close in on foot. Morales jumps from his cab and runs, but he is hit by an oncoming car, allowing Charlie and Olivia to apprehend him. In the hospital, Morales says he wants to make a deal. He will tell them everything, in return for protection -- from Massive Dynamic. He believes the firm killed Young as a warning to anyone else who might try to sell the company's secrets. He denies having killed Young himself, because he had no reason to do so; Young was a valuable source of amazing technologies. Moreover, Morales says the Pattern is just a hoax, a smokescreen created by Massive Dynamic to enable them to do anything they want. Morales believes he can trust Olivia because John Scott told him about her. At Massive Dynamic, Nina says that the firm has nothing to hide. She also says that she is not surprised at all that Morales, a criminal, spun an outrageous story in which Massive Dynamic is responsible for all his foul deeds. Olivia tells Nina that now is the time for her to come clean, before Morales spills everything he knows. Nina expresses doubt as to whether Morales will say anything actionable. Meanwhile, John Scott enters Morales' hospital room. Morales, clearly frightened, promises that he won't tell anyone anything, but John Scott slits his throat anyway. A nurse walks in to see Morales' throat slitting itself, opening from the inside out. Somehow, Morales must have been dosed with the same drug that killed Young. When Broyles tells Olivia the news, Olivia blames Nina Sharp. Broyles says Massive Dynamic has been nothing but cooperative, so she should keep her unfounded accusations to herself. Olivia tells Walter she wants to go back in the tank one more time. Walter refuses. Every time she goes in, the chances of a catastrophic outcome increases. She might not even get what she wants from John Scott, because she can't just ask him. When Olivia objects that John Scott actually saw her in the dreamscape, Walter says that's simply impossible, because only his memories are in her head. But he leaves her with a promise to try and find a safer way to retrieve John's memories. Late at night, curbside in urban Boston, outside of Beckett's Pub, Michael -- still bruised from Peter's beating -- finds and tells a nefarious street urchin that Peter Bishop is "back in town". Olivia, in her apartment, receives another mysterious e-mail from John Scott - "I saw you - in the restaurant." In the Philadelphia Mutual Savings Bank at night, a team of five bank robbers kills a guard and disables the security cameras. Mitchell Loeb, an FBI agent who is also working with the Pattern Forces, is in charge. The robbers proceed to the main vault and set up several computers similar to the one Loeb used at the end of The Equation. They then stretch a large black tarp over the vault wall, and after running a charge through it, it begins to oscillate rapidly. Loeb then gives the command for two others to fire a large tow cable at the wall, but instead of striking the wall, the cable passes straight through it. Loeb and two others use the cable to pull themselves through the wall. Upon reaching the inside of the vault, the harpoon is seen attached magnetically to a safety deposit box. One of the men comments that they only have "57 seconds" left. They move to safety deposit box 610 and open it using a small explosive charge. They remove a heavy box, attach it to the harpoon cable and push it through the wall. As the men pull themselves back out, the last man struggles to loosen the tow cable. As he unhooks the harpoon and is pulled through the wall by his companions, it solidifies around him -- trapping him within the wall. With nothing left to do, Loeb, with no hesitation, shoots the trapped man in the head, leaving his body hanging out of the wall. Olivia Dunham, Walter Bishop and Peter Bishop arrive at the bank where the dead robber is stuck in the wall. Broyles tells The Team that two other bank vaults have been breached, one in Cleveland the other in Baltimore; now they finally know how. Each time the only thing that was taken was a single oversized safety deposit box. Suddenly, Olivia recognizes the man stuck in the wall as Raul Lugo. She remembers serving with him in the Marines and having dinner with him and his wife at his house. At the bank robbers' undisclosed hideout, one man attempts to open the stolen safety deposit box, and Loeb announces they have one more box to retrieve. As Loeb injects himself, part of a decontamination process, another team member, Ryan Eastwick, says they should have tried to save Lugo. Loeb tells the men that if anyone wants out, they can leave now. No one does. Meanwhile, at Wissenschaft Prison in Frankfurt, Germany, David Robert Jones is greeted by his lawyer, Mr. Salman Kohl. At a hardware store in Philadelphia, Walter and Peter shop for supplies. When Walter expresses amazement at the size and selection of the store, Peter reminds him that a lot of things have changed since he was locked away. Walter makes a wisecrack about Peter's failure to live up to his potential. Peter retorts that Walter, of all people, is in no position to criticize his life choices. Back at the prison, Jones learns that the job in Philadelphia was a success. He tells his attorney to wire another $100,000 to Mr. Loeb and to give him the location of the next item. Jones also hands the attorney a list of items he will need at their next meeting. Olivia heads to Edison, New Jersey to question Lugo's wife, Susan Lugo. It turns out that Susan and Raul had separated two years ago and Susan is unaware of what he's been up to. Olivia reminds Susan that they've met before; she came over once for dinner with her and Raul. Susan recalls the dinner, but doesn't remember Olivia being there at all. Instead, she says it was John Scott who was with them that night. In the bank vault, Peter helps Walter saw off Raul's hand. Walter believes that if he can examine the hand on a cellular level, he may get a clue as to how it was able to pass through a solid matter. Walter then explains that what we think of as solid matter is mostly empty space on the atomic level. To actually pass through matter, the robbers would need expensive, cutting-edge technology as well as a mastery of quantum physics. Peter asks Olivia if she has learned anything from Lugo's wife and Olivia reveals that she apparently never met Lugo; it was one of John Scott's memories in her mind. Walter expresses astonishment at this fact and states that he will look into it, but not at the moment. At Massive Dynamic headquarters in New York, Nina Sharp learns that the effort to retrieve John Scott's memories has hit a dead end. Scott's body is shown lying in the same oxygen chamber. Nina reminds the technician that they're in a race against "highly motivated individuals", so every possibility must be exhausted. At the Harvard Laboratory, Walter demonstrates how the robbers got through the wall. Walter explains that the tarp found on the vault door was used to conduct a high-frequency vibration on an atomic level, allowing the robbers to weaken the wall and pass through it. Using a beaker of uncooked rice sitting on top of a vibrating football game, Walter illustrates the process. He turns on the vibrating toy and places a toy action figure on top of the rice. The vibration allows the figure to sink into the rice. Walter has also concluded that use of the phasing technology can render the user radioactive, as indicated by the radiation signature of Lugo's severed hand. Olivia returns with news that all the safe deposit boxes were rented with cash over twenty years ago using fake names. However, a friend of Lugo's now tends bar in a Boston suburb, and Olivia and Peter head out to question him. At the bar, Olivia chats up the bartender Drew for information on Lugo, telling him she's positive she has seen him before -- at Raul and Susan's wedding. The bartender tells Olivia that Lugo went through a rough time after returning from the Gulf War, spending much of his time at a VA hospital due to post-traumatic stress. Olivia calls Broyles and asks him to find which VA hospital Lugo was staying at. At the hideout, the bank-robbing team plays chess while discussing a map of Loeb's they came across. It is a map of Germany with latitude and longitude lines drawn over it, and they are unsure what it means. Loeb then enters the room and informs them it's time to move out to their next target, a bank in Providence, Rhode Island. As they leave, Eastwick notices his hand is shaking irregularly. Peter shows Olivia a few card tricks at the bar. Then Olivia shows a trick of her own: she can remember the order of all the cards in the deck after one look. She tells Peter she has always had an uncanny memory for numbers. She rattles off license plate numbers of old friends, her old locker combination, and finally the numbers of the safety deposit boxes that were stolen: 233, 377, 610. Peter stops her suddenly, saying he "knows those numbers", because Walter recites them every night as he goes to sleep. They rush to Walter's hotel room, where Peter asks him to explain the significance of the numbers. Walter tells them that they are part of the Fibonacci sequence. Suddenly, Walter realizes that the safety deposit boxes are his. Walter knows there are more safety deposit boxes out there, but he cannot remember how many, where they are, or what it was he stored in them. At Massive Dynamic, the technician reports to Nina that they have managed to access the last image in John Scott's optic nerve -- an image of Olivia. She tells her that the image is linked to a second set of brainwave echoes, and that somehow they must have shared consciousness. Nina realizes that the very memories Massive Dynamic are trying to recover may now be in Olivia's mind. At a VA hospital in Washington, D.C., Olivia asks Dr. Bruce Miller if he remembers Lugo and who he may have spent time with. The doctor says he cannot waste his time going through his files unless Olivia wants to come back with a subpoena. As she is about to leave, one of the orderlies, Ed Smith, tells her he remembers Lugo as part of a group of three other men they called "The Chess Club". He gives Olivia the names. At the FBI, Charlie and Olivia track down Lugo's three other associates. One of them just bought a ticket to Providence, RI and the plane landed 45 minutes ago. Peter tricks Walter into remembering the exact bank he used in that city, and Olivia races to intercept them. In Providence, the FBI has shut down the streets surrounding the bank, and the bank manager takes Olivia and Charlie to the vault -- where they discover the deposit box has already been stolen. Olivia realizes the robbers must have breached the vault through the floor using the sewer system and they may still be there. The FBI agents rush outside to find the robbers getting in their van. Olivia shoots Eastwick in the leg before he reaches the van, foiling his escape. Back at the hideout, Loeb shows the remaining team what they're stealing: parts of a highly advanced device that look like surveying instruments. Now that they have retrieved the last piece. Loeb makes a phone call, saying "He's coming tonight". In the German prison, Jones takes the items he requested from his attorney: suntan lotion, a wad of US currency, eye drops, and two vials of pills, Dramamine. He then asks the attorney to return at 6:30AM when he will sign the paperwork for his appeal. Jones has one last request of his attorney: he slides a drawing of Olivia Dunham across the table. Back at the FBI office in Boston, Eastwick is in custody. Olivia tries to break him in the interrogation room, but repeats only his name, rank, and serial number. Peter notices Eastwick's hand is shaking, and asks Olivia to step out of the room. Peter explains to Eastwick that he has radiation poisoning and if left untreated, he will die. If he wants help, he'll have to tell Peter who hired him and what he was stealing. Eastwick finally cooperates, but admits he never knew who he was working for or what they stole. However, he remembers overhearing a conversation about a field in Westford, Massachusetts. While studying a map of Westford for fields, Olivia suddenly realizes where Loeb and his people are going -- Little Hill Field, mentioned in In Which We Meet Mr. Jones only as "Little Hill." After making the connection between David Jones and Little Hill, the FBI springs into action. In the Harvard lab, Walter begins to remember what he was trying to hide in the safe deposit boxes. He tells Peter that when he was a little boy he contracted a very rare disease similar to Hepia, a form of bird flu. Walter became consumed in trying to find a cure. In his research, he discovered a Swiss physician named Dr. Alfred Gross, the only man to ever successfully cure a case of Hepia. Unfortunately, he had died in 1936. Walter then designed a device to reach back into time, crossing the time-space continuum, that would bring Dr. Gross back to save Peter. Walter believes this is the device that was hidden in his safety deposit boxes. Peter asks if he actually used the device, if he really went back in time. Walter says he never used it, as Peter miraculously started to recover on his own before it could be tested. However, Walter goes on to say that, in theory, the science behind the device was real -- and in theory it could retrieve anyone from anywhere As Olivia races to Little Hill, Loeb and his team have already arrived and begin setting up the stolen devices, triangulating a specific coordinate. Meanwhile in Germany, Jones snaps Mr. Kohl's neck and puts on his suit. As Olivia nears the site, three black SUV's suddenly ambush her and run her off the road. She jumps out of her car and tries to escape, but before she can her pursuers shoot her with a tranquilizer and she is captured. Back at Little Hill, Loeb's team finishes assembling a ring-shaped device on the ground. They step back as it begins to glow, emitting a column of light that reaches into the sky. In Germany, Jones takes the eye drops, applies the sun block, and stands in the corner of his cell. As a bright flash of light envelops him, he suddenly materializes in the column of light inside the ring at Little Hill. Broyles calls Nina Sharp and informs her that Olivia has been abducted. Broyles demands to know if Massive Dynamic is responsible, but Nina shows genuine concern for Olivia's safety and offers her full support in finding her. Loeb welcomes Jones and informs him that they have Olivia. Jones smiles. "Then let's not keep her waiting." In his laboratory, Walter Bishop doses caterpillars with LSD, while Peter Bishop comments on this sort of thing being the new normal. Astrid Farnsworth enters and asks if anyone has heard from Olivia Dunham, as she didn't show up to work. At a warehouse in an undisclosed location, Olivia is strapped to a gurney being wheeled down a corridor by two men. She demands to know who they are, but the men remain silent. A masked man, apparently the ringleader, ignores Olivia's protests and pulls a mechanical lever on the gurney that abruptly flips Olivia face down. Back at the Boston FBI Office, Phillip Broyles briefs the agents on Olivia's abduction and announces that Agent Charlie Francis will be his second in command. This has now become a search and rescue operation. While Olivia hangs face down on the gurney, the restraining straps holding her in place, the masked man gives her a spinal tap and she loses consciousness, but not before she notices her captor's shoes, including a white spot on the right shoe. Moments later, in another room, the man removes his mask and reveals himself to be none other than FBI Agent Mitchell Loeb. Olivia is now right-side up and conscious again. She pleads for some water, but with the restraints on her head it is difficult for her to drink. Taking pity on her, the guard allows her to sit up -- and in a flash Olivia smashes the glass against the guard's head. She quickly releases the other strap, knocks out the other guard, and looks for an escape. Back at the FBI, Broyles receives a phone call from an old friend, Sanford Harris. Harris says that he will be conducting a formal review of the Fringe Division. Meanwhile, Olivia makes her way through the warehouse and finds evidence of strange experiments. She grabs some samples in test tubes from a rack and places them in a stainless steel thermos. Once outside, Olivia uses the keyless remote she took from one of her guards to find a car and takes off. On the road, Olivia calls Broyles. She tells him she has escaped, she is in Watertown and the location of the warehouse that needs to be raided. Before her rendezvous with the requested agents, she pulls over and buries the thermos in a vacant lot. When the FBI agents arrive, Olivia is shocked when they pull weapons on her. One of the agents shoots her with a tranquilizer. When she comes to in a hospital room, she finds Sanford Harris sitting in a chair next to her bed. She is handcuffed to the bed. As Harris discusses Olivia's situation, we learn that he is the former Marine officer Olivia helped prosecute for sexual harassment. Homeland Security has assigned him to review Fringe Division. He cites Olivia's history of questionable judgment, including her romantic involvement with John Scott and her recruitment of known criminal Peter Bishop and the insane Walter Bishop. Harris forbids Olivia to investigate her own abduction and tosses a handcuff key to her prior to leaving the room. At the Boston FBI office, Charlie reassures Olivia that he had nothing to do with the way she was picked up and tells her they raided the warehouse and found nothing. The car and the cell phone she took are also clean, meaning they have no leads. As Charlie leaves, he also tells her that her sister Rachel is downstairs waiting for her. Displeasure registers on Olivia's face, but she greets Rachel Dunham and her daughter, Ella Blake, cheerfully. Olivia has to rush off, but confirms to Rachel that she and Ella may stay at her home. Olivia, Peter, and Walter go to the vacant lot where Olivia hid the thermos. Walter sets up a laboratory in the back of Olivia's vehicle and uses a microscope to examine one of the specimens Olivia had secreted. He identifies the specimen, but does not elaborate. In a lecture hall at Boston College; a biology professor gives a lecture about viruses, bacteria, protozoa, and fungi -- the "four musketeers" of the pathogenic world. In mid-sentence, he suddenly begins to choke and falls over. His teaching assistant yells for someone to call nine-one-one, but there is no immediate indication that anyone complies. The professor dies; while the teaching assistant Tara Coleman, who tried to give him artificial respiration, watches in horror, the professor's throat becomes enlarged, and what looks like a massive slug crawls out of his open mouth. As the slimy creature slithers across the floor, students flee the hall in mass panic. Later, the lecture hall has been sealed off by the FBI as our team investigates the scene. The dead professor is identified as Dr. Miles Kinberg, a renowned immunologist. As Peter calibrates a thermal imaging device to try and track the slug, Walter examines the dead professor. Peter locates the slug, which Walter ultimately traps under an empty trashcan. Back in the lab, Walter takes a tissue sample from the slug and confirms that it is connected to the material that Olivia stole from her kidnappers' warehouse. Meanwhile, Broyles defends Olivia to Harris, but it is clear that Harris is now in charge and remains unconvinced that Olivia is the exemplary agent Broyles claims she is. Olivia questions the professor's teaching assistant, Tara. Her guarded answers give Olivia a hunch, and she deduces that Tara was having an affair with Kinberg. Tara reveals that Kinberg was going to take a job at the Centers for Disease Control and Prevention (CDC) to coordinate national response to biological threats. Olivia briefs Broyles on Kinberg's top-secret assignment. Another scientist, Dr. Russell Simon of Cambridge, was slated to co-chair the committee with Kinberg. Olivia believes that Russell may also be a target and that the people who kidnapped her are behind the latest attack, her thinking being "Why kill an epidemiologist unless you want to start an epidemic?" On her way out of the office, Olivia talks to Mitchell Loeb, who says that he will be heading up the investigation into her abduction. Clearly, Olivia has no idea that Loeb is a double-agent. Afterward, Olivia and Charlie pick up Dr. Simon but in the middle of his questioning, Harris interrupts them. He is upset that he was not informed about Olivia's decision to place Simon in protective custody. Olivia appeals to Harris to set aside his feelings about her and do the right thing, and he grudgingly assents. Peter calls; Walter discovered how the slug-like creature works. The powder that Olivia stole from the warehouse is like eggs, which are activated by water and stomach acid. Meanwhile, Loeb pours yellow powder into a glass of water, and then delivers the water to Dr. Simon. Simon thanks him and takes a long drink. When Charlie returns to the room, he finds Simon beginning to convulse. Another slug emerges from his mouth, and Charlie pulls his gun and shoots it before it can escape, but Simon is already dead. In the lab, Walter has made another breakthrough. The slug is in fact a single gigantic specimen of the cold virus. Someone is killing epidemiologists with the common cold. At Olivia's apartment, Olivia and her sister catch up over a glass of wine. Rachel and her husband have recently separated, so Olivia tells her that she and Ella can stay as long as they want. The next day in the FBI office, Loeb tries to cheer Olivia up by playing with the magic eight-ball that Ella gave her. He accidentally drops it, and as Olivia retrieves it, she spots a white spot on Loeb's black loafers -- and flashes back to when she was captive and saw the masked man's shoes. They are the same! Olivia realizes that Loeb was the kidnapper. She tells Charlie her suspicions, but she needs Charlie to tap Loeb's phone because Harris is watching her every move. Meanwhile, Olivia stops by Loeb's house. But just as she is about to pick the front door's lock, Loeb's wife Samantha Loeb arrives. Charlie goes to Peter and asks him for a favor that would be illegal for an FBI agent to do without a warrant, a wire tap on Mitchell Loeb. Olivia pretends she was just checking in on Samantha to see how she is doing - after the events that hospitalized her husband with a heart parasite. When Olivia excuses herself to use the bathroom, Samantha calls her husband. Loeb tells her that she needs to kill Olivia. Olivia picks the lock of a desk in Loeb's study and finds evidence of the supersized cold bug. Just as Loeb tells Samantha where the gun is hidden, Peter's phone tap kicks in. He calls Olivia and tells her she's in danger. Samantha and Olivia play a game of cat and mouse, until finally Olivia gets the drop on her. Samantha knocks Olivia's gun away, leading to a brutal fight that leads to Olivia shooting Samantha in the head. Broyles and the team try and figure out how to track down Loeb, who has disappeared. Peter realizes that Loeb doesn't know his wife is dead, so they use her cell to text Loeb a rendezvous location. Loeb arrives and Olivia arrests him. When Loeb gives her an evil smirk, Olivia punches him in the face -- a small bit of retribution for her kidnapping. In interrogation, Olivia asks who Loeb is working for. Loeb is giving up nothing, just asking to see his wife. So Olivia pulls out the crime scene photos of Samantha dead. At last Loeb loses his cool, admitting to killing Kinberg. And then he starts raving about a plan that Olivia has ruined, that there is conflict with two sides in a war, that they were going to let Olivia go, that they were saving her, and that she has no idea what she is up against or what she has done. After getting the confession, Olivia still tries to make sense of what Loeb was talking about. Peter surmises that Loeb was just playing head games, trying to confuse her. Olivia's not so sure. Back at home, Olivia falls asleep reading a book to Ella as Rachel turns out the light and tucks them in. At Wissenschaft Prison in Germany, lawyer Salman Kohl is led down a hallway by a guard to the cell containing David Robert Jones. In a previously aired scene, Kohl enters with Jones legal paperwork and the items he requested. While the lawyer rifles through his briefcase, Jones sneaks up behind him and breaks his neck, dons his clothes, swallows some pills, applies eye drops, and puts sunscreen on his face. He is then teleported out of the prison to Little Hill Field, Massachusetts. Back in Germany, guards sound the alarm and Warden Johann Lennox is brought to Jones' cell, the entire corner of which has been scorched. Olivia Dunham arrives at Walter Bishop's Lab to find Walter making a mold of Gene's udders. Olivia shares that German authorities questioned her about David Robert Jones and his recent escape. Walter remembers that Jones was working with Mitchell Loeb, the man who stole an invention he had made years earlier and hidden in safe deposit boxes across the East Coast. Olivia asks Walter what exactly that invention was. Walter says that he created a transportation system -"DizRay". But if someone were to use it, they would require weeks in a decompression tank to survive, and even then would suffer adverse side effects. At a warehouse, a small group of men stand around a massive tank as its door is opened, releasing gas and pressure. Out steps Jones. He briefs his team, thanking them for all of their sacrifices. Although calm and collected, Jones is visibly shaking. At a Boston newsstand. A man with latex gloves picks up a paper and drops a $2 bill. The clerk, Thomas Avery, puts the bill in the register as he chats with another customer Joanne. His eyes begin to form a gooey mucus -- and then slowly begin to cover with skin. The man panics as his eyes, nostrils, and mouth seal over and suffocate him. At the Federal Building, Charlie Francis tells Phillip Broyles he's found financial records for Salman Kohl, Jones's attorney. Apparently he kept a slush fund under an assumed name to use on his clients' behalf. At a military installation, armed guards bring out a shackled Mitchell Loeb to meet with Olivia. She says she knows he and Jones were working together and that he must know Jones's whereabouts. But Loeb won't cooperate in spite of Olivia's threat to transfer Loeb to more dangerous prison. Instead, he tells her it doesn't matter whether she finds Jones, because he's just a part of the army - that 'what was written will come to pass', and nothing Olivia does can change that. Then Olivia receives a phone call summoning her to the hospital. At Boston General Hospital, Broyles briefs Olivia and Peter on the case of the skinned-over newsman. Walter examines the body and concludes that the lipids responsible for skin growth have somehow mutated and sealed off all bodily orifices. Olivia suspects this is Jones's work. Olivia pulls Peter Bishop aside and relays what Loeb told her about 'what was written'. She has a hunch - maybe ZFT, which they thought was the name of Jones's terrorist organization, might actually be the name of their bible. Olivia's already contacted the German authorities to investigate this possibility, and they found references to a document by the name "Zerstorung durch Fortschritte der Technologie," which loosely translates to 'destruction by advancement of technology'. The document, a rare self-published manuscript, was recovered from a crime scene and inventoried, but was destroyed ten years ago. Olivia wonders if Peter might have any 'weird connections' that could get their hands on another copy. Peter believes he does. In the lab, Astrid Farnsworth and Walter perform some tests on the orifice-less body to recover any available evidence. They cut open the man's mouth and capture the putrid gas in an IV bag. Peter visits Edward Markham, the crusty proprietor of a used-book store. Peter tells him about the ZFT manuscript and asks if he can find it for him ASAP. If anyone can find this document, it's Markam. At the Federal Building, Charlie believes he may have found something. Jones's attorney leased a warehouse in Allston whose power had been cut until two weeks back, when it was turned on again. As Broyles makes a call to have the place raided, an agent comes in and interrupts. She tells him David Robert Jones is in the lobby. Broyles races downstairs and confronts Jones. Jones calmly announces that he'll only speak to agent Olivia Dunham Sanford Harris, Phillip Broyles, and Olivia Dunham watch Jones sitting in the interrogation room from the observation room. Broyles reveals that when they searched his person they found only a key. Olivia wants to speak with Jones, but Harris says that Jones doesn't get to dictate the terms of his captivity. Olivia points out that since Jones has been in town one man has died in a gruesome fashion, and that Jones likely has more terror planned, but Harris refuses to let Dunham interrogate Jones until she gets hard evidence connecting him to the event at the newsstand. En route to the warehouse leased by Jones's attorney, Olivia gets a call from Peter. Markham found a copy of the ZFT manuscript in someone's collection of scientific ephemera. He reads an excerpt, which states, "The advances of science will, if not carefully controlled, destroy the world as we know it." The book goes on to assert that this apocalypse will take the form of warfare. As the FBI unit sweeps the warehouse, Olivia finds a drawing of herself on a desk. She knows immediately this is Jones' work. Charlie orders the team to bag and tag everything. At the Federal Building, Harris has a go at interrogating Jones, who alludes to the fact that he killed the newsstand man. Then Jones brazenly says that he'll require a few items when agent Dunham comes to visit him: a standard walkie-talkie, a ballpoint pen, an eyeglass repair kit, and an analog watch like the one Harris is wearing. Back at the warehouse, a Agent Kent finds a $2 bill in a desk drawer upstairs. Olivia and Charlie, downstairs, hear the young agent's screams. They arrive to find the agent's mouth, nose, and eyes covering with skin, suffocating him to death. Olivia performs an emergency tracheotomy, and the agent appears to have been saved until the skin grows over the hole in the trach tube and he dies. Olivia and Charlie arrive back at task force headquarters as Harris drops his watch into a paper bag with the items Jones requested. Olivia interrogates Jones, who coughs sporadically, clearly not well. He removes the items from the bag and takes apart the walkie-talkie and Harris's watch. Using all the components, he quickly fashions a bizarre device. Once it's complete, he switches it on and sends squealing feedback into the surveillance room. Jones tells Olivia that they're now alone; he's jamming the surveillance feed. He tells Olivia that he's planning a far bigger attack using the same method that killed the field agent and the newsman. But before he gives any details, he needs for Olivia to pass a test. He needs for Olivia to take the key that was confiscated from him to an amusement park in Salem, where she will find a package he left for her. Jones then shudders in pain, and Olivia suggests he needs medical attention. He explains that there's no medical specialist who could help him; being deconstructed and reassembled at a molecular level seems to have certain "unadvertised side-effects." Olivia demands to know about the attack. Jones explains that a device capable of killing hundreds is being transported somewhere in a white cargo van and will detonate in 16 hours. Olivia, thinking she has some leverage, tells Jones that she won't complete the test until he defuses the bomb. Jones says no, she will defuse the bomb. On her way out, Olivia tells Broyles and Harris she needs them to track down every white cargo van rented in the last 48 hours. Meanwhile, she needs two hours alone for a massage. On her way to Salem, Olivia checks in with Peter. He explains that the toxin used to kill the two victims so far triggers hyperactivity in the protein responsible for scar tissue. Olivia asks if Peter's found anything interesting in the manifesto. He tells her "It reads like a happy combo between an anti-science manifesto and a call to arms." As Olivia arrives at the amusement park and retrieves the package, Walter reads an excerpt from the manifesto in voice-over. According to the manifesto, our universe is only one of many, and that it is possible to travel from one to another. The means of such travel has already been discovered by beings much like us, but whose history is slightly ahead of our own. The repercussions of such travel will manifest themselves as a series of unnatural occurrences, starting small and growing in severity until, ultimately, only one world will survive. In the lab, Astrid and Peter unpack the box Olivia retrieved from the park. The letter says that the box contains a number of tests to evaluate inherent skills present in certain individuals. Olivia must complete test number one, then go to see Jones so no one else will die. The instructions for test #1 say the "recruit" must sit in front of a wooden box that houses an array of lights. The recruit must focus on the light-board and turn off all of the lights without touching them. In short, Olivia must turn the lights off with her mind. Walter points out that the term "recruit" appears in the manifesto, as a reference to future soldiers in the coming battle. Olivia, despite her skepticism, focuses intently on the lights -- but her ringing phone breaks her concentration. On the phone, Charlie tells her someone rented a white van in Olivia's name in New Haven, Connecticut. Olivia, now believing this is just a mind game Jones is playing, goes to pay him a visit. Olivia talks with Jones and admits she didn't complete the test. Jones says it's normal for her to be skeptical, but she was one of a small group of people few treated with a drug called Cortexiphan. That's why they kidnapped her: confirmation of Cortexiphan dosing requires a spinal tap. Olivia refuses to play Jones's game anymore, but Jones insists that Olivia must cooperate -- and suddenly passes out. Jones is rushed to the lab, where Walter rushes to stabilize him. Olivia is just getting off the phone with Charlie, who's informed her that Cortexiphan is a drug patented by Massive Dynamic. Olivia tells Peter that Jones is still expecting her to pass the test and she wants Peter to rig it. Peter agrees. At Massive Dynamic, Olivia meets with Nina Sharp and asks her about Cortexiphan. Nina says that the drug's clinical trials were performed by Massive Dynamic founder William Bell, in order to test his theory that the young brain is infinitely capable of absorbing information at birth but becomes increasingly limited with age. Cortexiphan was administered to young children in the hope that it would limit this degradation. But the drug was only administered in one trial in Ohio in 1981. In the car, Olivia calls Peter and tells him that she couldn't have possibly been dosed with Cortexiphan, because in 1981 she was three years old and living in Jacksonville, Florida. Peter informs her that he's successfully rigged the light-box. In his lab, Walter uses an injection to wake up Jones, who thanks Walter for the incredible work that allowed him to escape his imprisonment. Walter tells Jones that he locked away the teleporter for a reason, one which Jones is now experiencing. With only two hours before Jones's device goes off, Olivia performs the light-box test in front of Jones. Peter's rig job works like a charm, so Olivia appears to pass the test. A pleased Jones gives her an address of a building and says the device is on the 47th floor. Olivia calls in an evacuation. Olivia arrives on the scene, where Charlie tells her the bomb squad can't diffuse the bomb because they've never seen anything like it. When the sees the bomb, secured to a window overlooking the city, she realizes the front panel of the bomb is a light-box identical to the one in the test. Peter realizes that when the bomb blows, the toxin will spread for miles. Charlie goes to alert the weather service and FEMA. Olivia calls the lab and pleads with Jones to tell her how to disarm the bomb. She can't turn the lights off with her mind, and if she stays to try she's going to die. Jones knew she faked the test earlier, but now she has to pass it for real. Olivia orders everyone out. Peter tries to talk her out of it, but she ignores him. Peter runs for the exit. Meanwhile, Olivia focuses on the light-box, and Peter reluctantly returns to watch. All sound disappears, her focus becomes complete and gradually, one by one, all the lights go out. Afterward, Olivia insists she didn't do anything. Jones planned the lights to turn out just in time; it was just a mind game. Peter, for a change, is not the skeptic. He saw that Olivia was in the zone, and something amazing happened. Back at the lab, Astrid admits to Walter that she's pretty impressed by his teleportation device, even if using it does kill you. Walter says the device does something unthinkable, but it doesn't kill you. Meanwhile, David Robert Jones has been transported to Boston General, and Olivia goes to visit him. But when she arrives in his room, she finds an enormous hole torn out of the wall -- and a note scrawled on the wall saying "You Passed." Jones has escaped yet again. Later, Walter reads the manifesto alone in the lab. As he reads, we notice that every lower-case "y" in the book is curiously raised. At her apartment, Olivia receives an unexpected call from Nina Sharp, who tells her that it turns there was another, much smaller clinical trial of Cortexiphan in 1981, in Jacksonville, Florida. In the lab, Walter pulls a dusty tin box from a closet. He opens it to reveal an old typewriter. Walter sets it down and loads a sheet of paper into it. He slowly types one word: "Ability." And as the last character appears, he sees it is a curiously raised "y." Animal rights activists ransack a laboratory and unwittingly release a beast with a ferocious appetite. As they flee in an SUV, the creature follows and grotesquely mutilates them. The Fringe team consisting of FBI agents Olivia Dunham, Charlie Francis, Philip Broyles, and civilian consultants Peter Bishop and Walter Bishop arrives, and Walter sees evidence of different creatures' marks on the bodies. Olivia realizes one of them is missing, and after interviewing a student at MIT to try to identify the victims, she realizes they were animal rights activists. While conducting autopsies on the bodies, an animal control team at a different site is killed by the creature after investigating a call. While investigating the animal control team deaths, the creature attacks Charlie but fails to kill him after Olivia arrives on the scene. Walter explains he believes the creature is a man-made chimera, which has the best genetic traits of many different creatures, including a tiger, snake, and porcupine. He had tried to create the creature years before, but his experiments failed, and concludes that someone else must have taken up his research. Though initially thinking Charlie was healthy after the attack, they realize the chimera's stinger injected him with its larvae, and that he has less than 24 hours to live. After experimenting with poison fails to kill the larvae in Charlie's body, Walter believes that mixing the chimera's blood with Charlie's will stop the larvae from attacking and bursting out of his body, as they did in the other victims' corpses. Olivia learns one of the victims, Jonathan Swift, was the son of a scientist who tests on animals, and was killed while breaking into his father's lab. They also realize the chimera was created based on work by one of Walter's peers, not Walter himself. After several sightings, the Fringe team move into some nearby storm drains to bait the chimera with its larvae. Feeling somewhat responsible, Walter locks himself in with the chimera and ingests some poison that will kill him within the hour, believing that if it kills him, the chimera will only be killing itself. He manages to shoot the chimera in time however, and they use its blood to find a cure for Charlie. Although not shown, Walter is also treated with the antidote for his poison. Olivia dreams that she pushes Risa Pears in front of a subway train at Grand Central Terminal, but assumes it was just in her head. In the morning however, the news reports that the woman killed herself with the train. Walter Bishop puts forth various theories, such as astral projection, while Peter Bishop thinks it was still just a dream. Olivia is unconvinced, and goes with the Fringe team to investigate. An NYPD officer escorts them to the crime scene, and Peter sees a red balloon floating and begins to believe her, as Olivia had described the balloon to him previously. Olivia worries it will happen again, and though she attempts to ward off sleep, she next dreams that she helps a woman named Mouse Willis murder her husband Billy Willis at a restaurant. They interview the wife, who tells them she became so convinced her husband was going to leave her that she became angry and stabbed him. The team posits that while no one is actually causing the incidents, they are happening as Olivia has seen them. At the restaurant, the owner tells them a blond man with a scar named Nick Lane was sitting in the same place as Olivia was in her dream, and was also seen in the video surveillance from the first crime scene. Walter posits that because she never sees him in her dreams, it was Lane, not Olivia, causing the people's deaths. Olivia and Peter interview doctor at St. Jude's Mental Hospital, who tell them Lane was staying there voluntarily but left after a mysterious man came to visit him. The doctor described him as hyperemotive, in which those near him adopt the same emotions he is experiencing. Olivia and Peter soon learn that as a child, Lane was treated with the nootropic drug Cortexiphan in drug trials and believes himself to be a recruit in the upcoming war between the two universes. Walter tells Olivia that she may have been in the same drug trials as Lane, and that the bond they share stems from Walter and William Bell pairing up the children into "buddy systems." To locate where Lane is, Walter uses this bond and puts Olivia under the effect of drugs so she experiences Lane's emotions. She sees Lane sleep with a stripper named Ginger, who is then influenced to kill herself in a mirror of Lane's depressed thoughts; afterwards, Olivia discovers where he lives. While they explore his apartment, a suicidal Lane walks down a sidewalk and unwittingly influences others to mirror his emotions, so that they follow him to the top of a building. Because of her past in the trials, Walter believes Olivia won't be influenced by these suicidal thoughts, and she goes to encounter Lane alone. While Olivia does not remember him, he remembers her, having nicknamed her "Olive." Olivia non-fatally wounds him so he does not commit suicide with the others, and he is placed in a medically induced coma to contain his emotions. Walter is watching a video of Olivia as a child, apparently taken during the time she was being administered the drug. Walter's voice is heard on the tape, as is William Bell's. Both are trying to calm Olivia down and there appears to be damage to the equipment in the room. Bob Dunn gets dressed and goes out for the night but his girlfriend Diane who is on an out-of-town trip calls and wonders why he didn't answer his phone the previous night. He promises he'll see her the tomorrow night and enters a bar to pick up women. After striking out with a blonde, Bob spots a brunette. They end up back at his apartment and as they start to kiss, she breaks his neck. Later, Bob's girlfriend tries to call him, unaware that the brunette is in the bathroom cleaning blood from her face. On the bed, Bob lies dead from a severed spinal column. Olivia Dunham is at home talking with Rachel Dunham's friends, Neil and Helen, who have brought their son Graham over to play with Ella Blake. Rachel gets a letter from her husband Greg Blake, telling her he's filing for divorce. Charlie Francis calls Olivia and the Bishops in to check on Bob. Walter Bishop determines that Bob was essentially deveined and concludes that someone bit open Bob's spine. Olivia reports to Phillip Broyles, but notes that Walter has determined the teeth marks are human. Bob's car is missing and they're running a search. After the briefing, she asks Broyles about his divorce attorney and he gives her the man's number. Astrid Farnsworth gives Walter the lab work on the victims and he points out that the victims' spinal fluid had been extracted and there are traces of a form of syphilis that has been extinct for decades. Olivia contacts the CDC, who confirm the syphilis bacteria was shipped to Lubov Pharmaceutical four weeks ago. They've reviewed Lubov's requests for the last year and determined Lubov asked for a number of contagious disease samples as well as a substance useful for making biochemical weapons, and was used in the rapid skin growth toxin the ZFT created. They trace the delivery and Olivia leads a team to the address. They find a man in a wheelchair cutting open a dog and arrest him. They confirm he's Dr. Nicholas Boone, head of Lubov Pharmaceutical, a one-man operation. They show him photos of the victims and ask about his connection to ZFT. He finally admits that someone was dosed, but refuses to answer their questions unless they help him get his wife Valerie Boone back from the ZFT. Boone explains that ZFT is using his wife to blackmail him into conducting his experiments. Olivia confirms that she's missing and insists on trying to help Boone so they can get a handle on ZFT. Boone gives them an address that leads to a Chinatown restaurant with high power usages. Broyles authorizes Olivia to investigate. Walter and Peter Bishop go to Boone's laboratory and wonder what he was doing. Meanwhile, Olivia is heading for the restaurant when Rachel calls to inform her that her husband is seeking sole custody of Ella. They go into the restaurant and enter the basement, arresting everyone there but there's no sign of Valerie. When Broyles tells Boone they didn't find his wife, Boone says he knew and asks to talk to Olivia. He tells her to go to a room in the back and there's something in it he needs. Inside are five vials of contagion, and he needs them to create an antidote. He explains that they infected his wife as punishment for his trying to leave ZFT and she's the one committing the murders. Walter examines the spinal column of the dog while Peter finds a video recorder with footage of Valerie and Nicholas. At a bar, Valerie approaches a man and picks him up. They drive to a quiet street and start kissing, but he notices she's running a temperature. She apologizes, grows fangs, and rips into his neck. The police discover the corpse and Charlie runs a check. Broyles shows Olivia the video that Peter found, and points out the date. They go to see Boone and show him the footage, which shows him walking three weeks ago. Boone explains Valerie needs to feed to survive, and he gave her his own spinal fluid until he couldn't keep up with her hunger. The contagion burns through her spinal fluid, and Valerie kills to "refuel." He obtained the samples to try and find a cure, but ZFT wants it as a carrier to alter Valerie and others, for the purpose of showing off to other scientists. All of the vials are accounted for but Boone warns that the ZFT could duplicate his research and weaponize it. He can make a cure now that they have the dose samples. He insists he needs a lab, and Olivia says it won't be a problem. Olivia takes Boone to the lab where Walter shows him around. Charlie calls in to reveal that they've found Dunn's missing car, abandoned and stripped. The GPS is gone and they have no way to determine where he picked up Valerie. Peter has a friend, Mako, who handles stolen cars and would know where the car's GPS might be. Olivia and Peter go to see Mako and get him to tell them where he found the car in Weymouth. Walter and Boone infect a rat with the syphilis sample and try to make a cure using penicillin. Walter praises Boone on his intellect, and Boone admits he knows who Walter is. Boone wonders if he'll one day be judged and Walter notes he discussed the same thing with Bell. He admits there should still be time for redemption. In Weymouth, Peter and Olivia find the spot where Mako found the car. Peter finds a corpse nearby with its spinal column ripped out. At the lab, Boone and Walter prepare to inject the antidote into the infected rat. Olivia arrives with the bodies and the team determines all of the men have a stamp from the same bar, the Cavern. The rat dies and Boone warns he needs more time, but he needs them to capture Valerie alive so he can save her. Valerie is at the Cavern when Peter and Olivia arrive with a handheld thermal imager to locate her higher body temperature. Boone figures out that the cure needs some spinal fluid, and his own is the only type compatible. He thinks he still has enough to safely remove, but Astrid warns against it. Walter ignores her and orders her to prep Boone. At the Cavern, Peter spots Valerie and he and Olivia move in. they lose her in the crowd. Olivia checks with Charlie outside, and he confirms no one has left. Walter removes some of the spinal fluid from Boone. Olivia spots Valerie and warns Charlie she's heading outside with a man. Charlie orders her to stop and when she refuses, they fire tranq darts and render her unconscious. Olivia sends word to the lab, but Astrid and Walter see that Boone is having a stroke. Walter realizes that Boone lied about how much spinal fluid he could spare. Peter and Olivia drive toward the lab with Peter driving. He turns on the siren as they drive through traffic. They discuss Boone's love for his wife and Rachel's problems, but are interrupted when Valerie wakes up unexpectedly and attacks Olivia. Peter manages to tranquilize her again. At the lab, Walter administers the antidote and Valerie goes into convulsions then passes out. A few seconds later her eyes go back to normal and she's cured. However, Boone dies on the table. Walter gives Olivia a videotape that Boone made earlier. She plays it and Boone explains that he's keeping his bargain and gives her the names that he has. Later, Olivia goes to a club and meets with Broyles. She reveals that Boone gave them the name of the man funding ZFT: William Bell. The Fringe Division investigates the case of Susan Pratt, a woman who "spontaneously combusts" in the middle of a busy New York street. The team discovers that the victim is the subject of a Z.F.T. experiment to cultivate pyrokinesis. As they investigate, Olivia experiences "visions" while awake. Walter Bishop suggests she is seeing a parallel universe which has branched off from our own. Olivia Dunham and Peter Bishop visit an agoraphobic website designer named Emmanuel Grayson who is apparently aware of William Bell, the drug trials, and the coming war, although his credibility comes into question when he believes himself to be a character in the plot of Star Trek. Using information from her visions, Olivia tracks down the victim's twin sister, Nancy Lewis, who only moments before was kidnapped for more ZFT experimentation. Sanford Harris is revealed to be responsible for the crimes, and while closing in on him, Olivia gets locked in a room with Lewis, whose unstable pyrokinetic abilities threaten both their lives. With Olivia's guidance, the woman focuses her energy on Harris and incinerates him. Olivia finds out that the sisters were part of the same nootropic drug trial that she was as a child. She presses Walter to reveal why he and William Bell were developing "supersoldiers," but Walter only shares that it was for protection against some impending doom that he regrettably cannot recall. Meanwhile, Walter reveals that the ZFT manuscript was written by William Bell, and that the copy of the manuscript that ZFT uses is missing a chapter dealing with ethics. He locates the original, but The Observer shows up and takes Walter away, cryptically stating: "it is time to go." Nina Sharp visits Phillip Broyles to discuss the Observer, and is later shot in her hotel by two masked gunmen using silenced weapons. After three weeks, Olivia Dunham is finally ready to check out of the hospital. Upon her leaving, the Shape-shifter who is impersonating Charlie Francis watches her go, whose assignment is to get Olivia to confide in him about what happened with William Bell. Walter Bishop has been investigating her disappearance and still can't explain what happened to her during the time she went missing from her car accident and when she flew through the window. One thing is for sure: she came back with heightened senses that help her to solve the latest fringe case. Olivia jumps right back in -- ready or not. When Raymond, a construction worker, goes missing in Pennsylvania, our Fringe team arrives on the scene following a lead that this is the seventh disappearance with the same circumstances. While investigating, Walter secures some blue goop, while Peter talks the brusque local Sheriff, C. Howard Golightly, into releasing the town's citizen files into his and Olivia's possession. Later, Walter discovers the blue goop he collected at the crime scene is both a paralytic and partially comprised of human DNA. Meanwhile, while reviewing the townspeople's files, Olivia ties one man to the scene all of the disappearances: Andre Hughes, formerly a doctor. Peter Bishop and Olivia head back to Pennsylvania to question Andre. Olivia swears she hears someone else breathing in the house. After she's checked the house for others unsuccessfully, they eventually bring Andre in for questioning. Andre reveals an important bit of information -- his wife died giving birth to their child some years ago. But even as Andre further convinces our team of his innocence, he refuses to let them draw his blood so that they can see if his DNA matches that found in the blue goop. This refusal makes our team suspicious. Later, in his cell, Andre crafts a noose out of the mesh lighting wire and hangs himself. Let's not forget, while attempting to solve a case, Olivia is STILL recovering from her accident. During a follow-up visit with her doctor, Nina Sharp shows up recommending that Olivia see a specialist to help her recover after everything she's been through. Olivia accepts the card of a Sam Weiss, whom Nina thinks can help Olivia. At Walter's request, the team exhumes the graves of Eve Line and Baby Boy Hughes only to discover that the baby boy has burrowed his way out of his grave. Back at the lab, Walter performs an autopsy on Eve Line's remains only to discover she had advanced Lupus -- a disease that would have prevented her from having children. Walter determines that Andre, a former doctor, altered his baby in the womb so that it could survive in spite of its mother's Lupus. The baby somehow survived. Olivia tells them that she is certain she heard someone in Andre's house when they were there earlier. At Andre's house, Olivia and Peter search the house and eventually make their way to the basement where they find a tunnel in the wall. As Peter searches for a shovel, Olivia is attacked! She is dragged violently into the tunnel by the sickly looking man-creature, where we find our victim from the beginning and Officer Golightly. Peter comes to the rescue and wounds Baby Boy Hughes, who attempts to burrow his way out, only to collapse the driveway. A car comes crashing down, crushing the wretched man-creature. When a swarm of FBI agents arrive later, they discover a number of bear traps. Andre knew he was responsible for the killings and was trying to capture his son before he took more lives. Back at her apartment, Olivia relaxes in a hot bath. She begins to hear things again, but this time it's worse. She can hear everything: an insect as it crawls along her windowsill, drips from faucets, bubbles popping, neighbors speaking, bugs flying, traffic, the disturbing hum of the overhead lights. This is enough to force her to take Nina's recommendation about Sam Weiss. Olivia shows up at a bowling alley, where Sam Weiss works. He's been waiting for her. Charlie returns to the mysterious typewriter shop to get his latest instructions. The typewriter sends him a message that reads, DO SOMETHING TO HELP OLIVIA REMEMBER WHAT HAPPENED. A seventeen-year-old girl, Lisa Donovan, is declared braindead after suffering from a Cerebral Aneurism and is taken off life-support, expiring immediately. She is taken to an operating room, for organ donation, but just as a surgeon opens her up and is about to remove her organs, she suddenly wakes up and begins screaming: "Six-Eight-Three-Three-Nine-Alpha-Echo-Three-Five-Eight!". Fringe Division investigates, and it is soon determined that at the same time, a soldier named Andrew Rusk was murdered, making them believe Rusk's consciousness has possessed Lisa. The team discovers Rusk is on a mission to take revenge on his wife Teresa Rusk, who had him killed. Walter Bishop posits that, due to heavy radiation exposure, Rusk's energy wasn't completely expended, and thus able to possess Lisa. Rusk possessed Lisa long enough to deal with his wife and until Lisa is eventually able to purge him from her consciousness. In New York, a man is apparently killed in a car-crash, but suddenly he wakes up and begins speaking Russian. Olivia, Walter, and Peter return home successfully. Peter tells Walter that he can't see everything from Walter's perspective yet, but Walter traveled into another universe twice to save him, which counts for something, so Peter forgives him. Olivia is revealed to actually be Fauxlivia infiltrating our side when she arrives at a typewriter communication station to await orders. The Olivia from our world is then seen in a military detention center on the Other Side. Walternate visits her, cruelly staring at her without speaking before leaving her in the dark isolation of solitary confinement. State Trooper John Pekarsky is driving down a road in Edina, New York and is talking to his wife on a cellphone. As he is talking he spots a kid walking all alone. He pulls up and asks him if anyone knows where he is. The officer offers the kid a ride and in conversation deduces that that the kid has run away from home. While the officer is talking to the kid he notices that the kid has suddenly become deformed. At the New York State Trooper office, Pekarsky takes the deformed kids picture while fellow Troopers Jerry Casey and Bob Madison talk about how they never believed the local legends about the deformed "mountain people." As the officer is uploading the picture into the Missing Persons database, two unknown persons with similar deformities, armed with shotguns, kick in the front door of the station. The officers go for their sidearms but are gunned down before they can defend themselves. One of the deformed men takes the boy by the hand and leads him out. As he is leaving, the boy sees that one of the officers is still alive and says "I'm sorry." The officer, heavily wounded, reaches for his pistol several feet away, but is shot in the head by the second man. Peter Bishop is at a supermarket trying to convince Walter Bishop that there are no Shape-shifters waiting for him in the supermarket, but Walter locks himself in the car. When they get the call from Olivia Dunham, they head to Edina to investigate the shootings. While walking through town, Walter begins singing, stating that he was encouraged to do so by a strange buzzing. A Sheriff Paul Velchik tells them the buzz comes from a military generator, and that the government was doing experiments there in the 1970's. On their way to base, Joe Falls tries to kill Olivia, Walter and Peter. Peter manages to shoot him and they discover his body later. Walter also collects a butterfly for Astrid Farnsworth. At Harvard, Astrid complains that Walter bought her a moth, before screaming as she opens the body bag, the corpse's face has become deformed. Walter remembers his work on Project Elephant, where the army used a electro-magnetic pulse to render soldiers invisible, but prolonged exposure caused deformities. Walter discovers that the entire town is affected. Rose's father was the scientist responsible. Unable to live with what he had done he was able to adjust the pulse so that, broadcast constantly, it gave the residents of Edina the appearance of normality, to themselves and to outsiders. Walter and Astrid trick their way into the little boy's house where he finds the machine emitting the pulse and shuts if off. Olivia and Peter arrive, but are attacked by the Sheriff, who is killed in the shoot out by Rose Falls. The residents decide to reveal their deformities to the world. Walter pleads with Phillip Broyles not to reveal what went on here, which Broyles says if there is no machine, there is no report. Walter lies to Broyles, saying he never found the machine. In Philadelphia, Officer Dan Gillespie, an on-duty cop, gets a call from a man he calls "Colonel" to pick up a briefcase at a nearby train station. As he does so, a nearby pulse causes electronics to gain static, and his body becomes hardened. He explodes, killing eleven people and injuring others with his hardened body parts. Initially thinking the explosion was caused by a bomb, the Fringe team arrives to investigate, and discover that instead of a bomb, the cop's body parts killed the others. A further autopsy reveals needle marks between the cop's toes, and they realize he was injecting some type of drug every day for at least a year. While Peter Bishop and Olivia Dunham interview his wife Susan Gillespie, she gets sick with flashes of crossing to the Alternate Universe, and accidentally discovers the drugs the cop was injecting himself with. The cop had served in Iraq a year previously, and was involved in a secret military experiment called "Project Tin Man". Peter tells them they can discover the project's doctors, and he and Olivia travel to Iraq. Peter learns from Ahmed, an old acquaintance, the identity of one of the Iraqi doctors Malik Yusef, who then tells them the project was meant to cure soldiers exposed to a fatal chemical, but it mostly failed to work, and turned remaining survivors into into human bombs. A colonel now AWOL, Raymond Gordon, was opposed to the project shutting down, and Peter and Olivia suspect he is behind the cop's explosion, and caused the deaths by emitting a radio signal. They find a list of names from the experiment, the victim in the train station being one of them. They return to find the surviving members, and are able to prevent the next subject, Diane Burgess, from exploding after she is contacted by Gordon to take a briefcase at a train station. Peter and Olivia find Gordon at the station, and bring him into custody; the man suggests the bombs were intended to eliminate agents working for The Observer. In a side plot, Olivia and Sam Weiss continue to meet at the bowling alley, where he subjects her to seemingly menial tasks like tying her shoes and keeping score during games. Although initially finding their conversations useless, he cures Olivia's inability to walk without a cane. Fringe Division investigates a series of robberies in which frozen human heads were stolen. Kurt Larsen, one of the guards who was shot during the robbery turns out to be a Shape-shifter. The Shape-shifter impersonating Charlie Francis meets up with Smith, a fellow shape shifter who is yet to find the correct head, suggesting that they are looking for a specific head. Charlie is sick and weak, having inhabited the same body for too long. Massive Dynamic attempts to construct an image of the last stolen identity from a broken Shape-shifting device. Walter Bishop knows someone who can identify people from the other side and calls her into the lab. Rebecca Kibner agrees to redo an experiment she took part in years ago where she took LSD and had wires hooked up to her head. Olivia Dunham watches on and begins having flashbacks about her trip when Peter Bishop rings a bell. William Bell tells Olivia about the shape-shifters and that they are looking for a man with omega on his body. He then tells her that because she was pulled from a moving car, she needs to return the same way, therefore leading to her accident. Charlie appears to be dying. He meets up with Olivia, who tells him about her memories. Astrid Farnsworth's computer finishes the construction, revealing the shape-shifter to be Charlie. Olivia gets the call immediately and is forced to fight Charlie. After an innocent bystander is killed, Olivia gets the upper hand and kills Charlie. Later, she cries over his death. Walter decides to go home with Rebecca. As she climbs into the car, she see Peter glow. She had earlier told Walter that she can see people from the other side glow, suggesting that he is not from this world. Olivia has talks with Nina Sharp, in which Nina tells her Bell's theory about the two realities colliding and only one remaining after the collision. The shape-shifters find the head they are looking for. Randy Dancik is waiting at home to surprise his wife, Natalie Dancik, but the light in the hallway keep flicking on and off. His wife arrives home, to see him sitting in his chair but he does not respond. He suddenly begins turning to ash. Later, Walter Bishop, Peter Bishop and Olivia Dunham are at Dancik's house, Walter is examining the body. Walter says that they need to get the body back to the lab, Peter asks how they are going to get "Dusty" back. Walter says they need a Dirt Devil, a lot of Dirt Devils. Back in the lab, Walter discovers that the victims lack the minute amount of radiation normally found in a human being. Meanwhile, corpses in a hospital morgue begin to turn to ash as a ghost-like figure stalks the halls. Walter states that it is a projection of a creature who is possessing someone. The case is linked back to Timur Vasiliev at the hospital, who then takes his brother Aleks Vasiliev, a former cosmonaut in a vegetative state, from the hospital. The thing is inside his brother, and the doctor uses car batteries to keep it under control. Phillip Broyles says he has seen these killings before, and has a formula he was meant to solve. The case cost him his marriage. Walter is able to solve it for the doctor, who Broyles contacted, but not before the doctor also dies. The Fringe team discover that the creature is something from outer space that possessed the cosmonaut on a spacewalk. They cannot kill it, but are able to stop it when Broyles shoots the brother. The CIA takes over the case, and Agent Edwards visits Broyles. When Broyles asked what happened to the brother, the agent mentions "we had no choice, once he started breathing again" and looks up at the night sky. In Queens, New York, police chase a sedan driven through a parking garage by two men keeping a teenage boy named Tyler Carson in the backseat. The police officers surround the car and draw their weapons, demanding that the men exit the car. They do, and Tyler stays in his seat. Without explanation, Officer Gibson goes to the parking ramp and jumps to his death. Officer Williams shoots her two remaining colleagues, then herself. The kidnappers’ crime spree continues on the road. One of them, Patrick Hickey, demands that a convenience store clerk hand over all his cash. Another customer tries to intervene, but then takes a pot of hot coffee, pours the coffee to his face, and beats himself with the pot. The cashier electrocutes himself. Examining the policewoman who shot herself, Walter Bishop concludes that she was the victim of mind control rather than hypnosis. Theorizing that the mind control works on an auditory basis, he develops a method of combating the effects through the use of white noise. The tactical team led by Olivia Dunham traces the kidnappers—both of them car salesmen with no serious criminal record—to a warehouse. One of them drives the car through a large door, but is burnt in the explosion when the car flips. Olivia gets the drop on the surviving kidnapper, Tom Dobbins, who points a gun at his own chin and begs for her help. Peter Bishop, wearing headphones that broadcast Walter’s white noise, follows the ransom payment. It leads him to Tyler, who says, "You can lose the stupid headphones. They don’t work." Peter is now forced into helping Tyler Carson, who has mind control powers due to his father Dr. James Carson working on thought-controlled weapons systems. Peter tries to get into Tyler’s head by sharing his own stories of his father not believing in him, but Tyler rejects the attempts to bond. He only needs a driver. Their destination is the home of Tyler’s mother, Renee Davies, whom Tyler had been told was dead. When the two of them meet, Tyler wants her to run off so that they can be mother and son. She refuses, and Tyler becomes enraged at her husband Seth Davies when he returns home. Tyler tries to force Peter to shoot the husband, but changes the target to Phillip Broyles when he arrives at the house with Olivia. Peter is forced to shoot Broyles, but manages to pull the gun off-center so that the Homeland Security agent is only hit in the shoulder. Tyler and Peter drives off; Olivia is picked up by Astrid and Walter and after a short chase, Walter is able to use a device, that momentarily renders Tyler unconscious, giving Peter back control. Peter crashes the car, knocking them both unconscious. Tyler is given a sedative and is brought unconscious into custody. Nina Sharp writes a message to the absent William Bell updating him on the status of the Carson-Penrose experiments. Tyler is one of many identical boys placed with foster families, and James was his assigned guardian, not his father. Renee Davies is said to be his surrogate mother. An Observer, "August" abducts Christine Hollis, a 27-year old art student in Boston. Olivia Dunham and Peter Bishop learn of the events and realize the assailant matches the description of the Observer. However, after viewing video footage they find that it is not "September", the Observer known for observing Pattern-related cases and who previously saved Peter and his father Walter Bishop in 1985, indicating there is more than one Observer. Olivia is confused as to August's motives, as Observers are known to only observe events and not interfere with them. After questioning Christine's friend, Olivia learns she was to take a flight to Rome, Italy. Peter finds a picture of Christine from her childhood before her parents were killed in the 1989 San Francisco earthquake, and sees August in the background, indicating he has been observing her entire life. The plane to Rome would later crash, killing everyone onboard. Because of this, the team realize August in fact saved her life. At Massive Dynamic, Brandon Fayette theorizes to the team that Observers are time travelers, as they have been documented during several major events in history. They write in an incomprehensible language, and the number of Observer sightings has increased over the past few months, leaving the team wondering why. Meanwhile, August visits the other Observers, September, December and July. They are not happy that he saved a girl who was supposed to die in the plane crash. To correct his mistake, they send Donald Long, an assassin affiliated with the Observers to correct August's actions. In an attempt to save her, August sends a secret message to Walter. During the meeting, August reveals Christina will die because she is not important; Walter tells August that he has to make her important. The team are later made aware of Christina's location at a motel outside the city. However, Donald is on the trail also. August attempts to stop him, but Donald shoots him several times, before Peter and Olivia arrive to kill the assassin. September picks up August and while driving, September asks August why he saved Christine. August reveals that he is in love with her, and asks if she would be safe. September informs him Christine will stay alive because she is now important; she was responsible for the death of an Observer. August cries before succumbing to his wounds. In the end, Olivia takes a day off to spend time with her niece, Ella Blake, at an amusement park. Two Observers watches the two, and they remark that everything is about to get worse for Olivia. In Dorchester, a damaged cargo ship from China washes ashore; all of the crew members seem to be infected with squid-like creatures which soon erupt from their mouths, effectively killing their hosts. Other survivors flock to a contact house in Boston's Chinatown, only to suffer the same fate in the presence of a man named Ming Che. While investigating the crime scene shore, the Fringe team discover a healthy young Chinese woman named Mei Lin, who tells them all of the passengers but her were given pills for "seasickness" and that another ship is expected in two days. In the lab, Walter Bishop posits they are gigantic parasitic worms, a modified version of Ancylostoma duodenale, that needs hosts for their gestation period, hence the distribution of parasitic pills. One of the still-living worms bites Walter, boosting his white blood cell count and making him suddenly feel better. They discover a Triad gang member and ties to several shell companies the gang has set up in the U.S. They interview Elizabeth Jarvis, one of the companies' large investors, but she seems unaware of her investment's criminal background. While at her house, Peter Bishop observes signs of obsessive compulsive and germaphobe characteristics such as large quantities of hand sanitizer. Walter informs him the worm has a medicinal purpose, not a narcotic one as they previously believed. These two discoveries lead Peter and Olivia Dunham back to Jarvis' house, and they learn that her son Matt Jarvis has an immuno-deficiency disorder. To allow him to be able to go outside, his mother and doctor have been giving him an injection to his spleen once a month, though he is unaware of the medicine's origins. Meanwhile, an invigorated Walter ventures out to Chinatown to find a herbalist for his research; unaware of the clerk's connection to the case, Walter casually mentions the giant worms. Walter manages to lose Astrid Farnsworth, who was sent to follow him out of worry for his ability to travel alone. She goes back to the lab, but is attacked by Triad gang members intent on getting back the remaining worms. Unaware of this, a distraught Walter becomes lost and wastes all his bus money on wrong phone numbers, causing Peter to have to pick him up. Olivia talks to Jarvis, who finally admits to being aware of the medicine. She tells Olivia the whereabouts of the incoming ship, but they find it already empty. Peter and Walter return back to the herbalist shop and discover the remaining passengers. The FBI storms in and the survivors are sent to the hospital for care. Feeling remorseful about the trouble he caused, Walter injects himself with a tracking implant and gives Peter the transponder. In a Boston mental institution, Thomas Jerome Newton performs brain surgery on a patient, Joseph Slater, who keeps repeating "Heather" "flowers in her hair", and a "girl in a red dress". Newton successfully removes part of his brain, but he and his team are forced to leave before they can seal the man's head back up. The fringe team of Olivia Dunham, Peter Bishop, and Walter Bishop arrive at the institution and learn that Slater's paranoid schizophrenia was apparently cured by the operation, and that his brain is still structurally intact. While viewing security footage, Olivia recognizes Newton, the leader of the Shape-shifters who was reanimated from a cryogenically frozen head. Astrid Farnsworth and Walter research the patient's physician, Dr. Paris, and learn he set up an indefinite prescription fourteen years ago for Slater as well as two other patients in the same week. Peter and Olivia interview one of these other patients, Deborah Crampton, who constantly thought about the number 28, but was recently cured of her obsessive compulsive disorder by Newton. She tells them she was originally sent to the hospital by Dr Paris for mild postpartum depression, and then her obsessive compulsive disorder started soon after. Peter and Olivia also hear of a third patient who was mysteriously cured two days ago. Walter realizes that all the patients were given constant doses of organ transplant medication, and that foreign brain tissue was stored in each of their brains. Walter undergoes a CT scan, and the team learn Walter had three pieces of his brain tissue removed from his Hippocampus. The pieces were then apparently stored inside the brains of the cured patients fourteen years ago. Knowing only Walter could comprehend the memories concerning how to open a portal to the Alternate Universe, the shape-shifters kidnap him. By the time the others find Walter, Newton has already learned what he needs to know and escapes. Olivia manages to stop their escape, but is forced to choose between seizing Newton and saving Walter, as he has been given a lethal dose of a neurotoxin that will kill him unless Newton gives them the correct directions. Olivia chooses to save Walter's life, and Newton replies "Now I know how weak you are". As Walter undergoes a follow-up MRI, he flashes back to a past surgery, where he is being operated on by William Bell (AKA Dr Paris), who removed Walter's brain fragments and hid them in the patients' to prevent anyone else from gaining the information. In Boston, a visibly sick man named Radjan Vandenkemp from the Netherlands arrives on the sixteenth floor of an office building, only to collapse and die. The veins in his body erupt with blood, spraying surrounding witnesses. The Fringe team arrive on site, and while interviewing the witnesses, Mike who rode up with the victim also becomes sick. The sick man attempts to leave the building, only to be stopped by Walter, who sees the man spray out blood and realizes there is a contagion. The building is quarantined with Peter Bishop, Olivia Dunham, and the rest of the witnesses still inside. The CDC set up base outside the building, and soon clash with Walter, who wants some blood samples to take back to his lab at Harvard. As another witness, Linda the receptionist, falls ill, the rest begin panicking that the virus is an airborne contagion. Olivia discovers that the Dutch man was an oil consultant who arrived to meet with Vincent Ames, one of the other office workers trapped in the building. Walter explains that viruses have forms of "personalities," that influence their hosts to act in certain ways. He postures that the virus is not airborne after all, but needs more samples for further tests. Meanwhile the infected receptionist is influenced by the virus, jumps out a window, and also scares Peter into falling into an infected pool of blood. The woman is sprayed with decontaminate spray, as Peter quickly rinses himself off. Knowing he is likely infected, Peter searches through the Dutch man's pockets, finding a set of car keys that contains a briefcase infected by the virus. Walter continues his theory that the virus wants to escape the building, hence the Dutch man spraying out blood only when surrounded by people, and the receptionist jumping out the building to spread it further. The virus was found on a sample taken 10 miles below the earth, and may be 75,000 years old that was responsible for wiping out the Ice Age mammals. As a bio hazard team enters the building to test people for the virus, a CDC official makes the order for the army to prepare for a "level six eradication" because they still do not know how to contain it. After Peter manages to fake the test and hide his infection, he and Olivia begin leading a team of healthy people outside the building. Before he is able to leave however, his nose bleeds, clearly revealing he is infected. While the virus overtakes Peter's health and sanity, Walter becomes more and more distressed as he fears losing his son again, and accidentally blurts out that he "can't let Peter die again" to Astrid Farnsworth. Despite the threat of eradication and death, he and Astrid remain in the building to run further tests on the Dutch man. He realizes that sulfuric ash killed the virus thousands of years ago, and successfully finds a cure with some horseradish he found in the office break room. The CDC agrees to allow Olivia to enter the building and re-turn on the air ventilation system and spread some fentanyl gas to gain time while the cure is synthesized. While inside Peter attacks her, but Olivia is able to turn it on, successfully knocking out the building's occupants. Peter and everyone is given the cure. Astrid later approaches Walter and asks what he meant when he said he couldn't let Peter die again, to which he responds by saying "some things are better off left alone." At a Jewish wedding, Alfred Hoffman appears and waits in a corner, observing everything. The groom's grandmother Nana Staller, a holocaust survivor, sees him and begins to have a panic attack. Before anyone can do anything the entire groom's family begins to suffocate and eventually die. The Fringe team show up and investigate the scene, finding only a cinnamon scented candle in a group of jasmine scented candles and Walter Bishop assumes the killer will strike again. At a café in the Boston CBD, the mysterious stranger appears again and requests a cup of very hot tea. He takes a seat and pours a black powder into the tea and watches as it begins to bubble. The Fringe team later discover that everyone with brown eyes in the cafe suffered the same fate as those at the wedding. They find the cup of tea and discover it is cinnamon scented. Walter takes samples back to his lab and discovers it is the same chemical his father, who was a Nazi scientist who defected in 1943, had been working on. Walter explains that the chemical can be used to target people with specific genetic traits, such as hair and eye color. Another property of the chemical is that it reacts with heat. He then requests his father's journals only to find out that Peter Bishop sold them while Walter was in the asylum. Olivia Dunham and Peter go to the bookshop where he sold the books and gets a name and address from the owner Edward Markham. They find that the man who bought them cut them up and turned them into Nazi-themed artwork. Meanwhile, the FBI find the address of the killer whose name is Alfred Hoffman. They discover that Hoffman has left and put a beaker of the chemical over a stove, with the intention of killing Walter. They then discover that Hoffman will make a delivery of "cinammon-scented candles" to the international World Tolerance Initiative. They rush to the convention and prevent the candles from being lit. Walter uses the chemical to kill Hoffman using a makeshift projectile launcher. Peter later asks his father how Hoffman knew how to create the chemical without his grandfather's notes. Walter replies that some mysteries are better left unsolved, before looking at a photo of Walter's father and Hoffman together. Ted Pratchett is worried about tremors that are shaking the building he works in. Suddenly a big tremor hits and the celling falls in. When he awakes, a support beam has suddenly appeared, punching through his shoulder, and he suddenly has four legs and arms. The Fringe team arrive on the scene, with Olivia Dunham commenting how the building looks rearranged. Walter Bishop says this is because the event has rearranged the atoms and put them back in the wrong order. Inside, they discover the worker is still alive. Walter asks him some questions, one of which is about September 11. The worker replies by saying that the Pentagon and White House were hit before dying. This causes Walter to state that this man is from the Alternate Universe. At the lab, Astrid Farnsworth is disturbed by what she sees. She discovers a double-decker toy car and asks if this is what they drive. Walter then realizes what has happened, a building has been moved to our universe, so the other universe must now take a building of the same mass. Olivia will be able to see this building because it will shimmer. The team head to William Bell's clinic in Jacksonville, where Olivia was treated as a child. Walter injects her with Cortexiphan, allowing her to see into the other side. She panics and is pulled out, then argues with Walter over what he did with the other chldren. In New York, Nina Sharp arrives home to the sound of howling dogs. She calls Phillip Broyles, who in turn calls Olivia to tell her the changeover is starting. Brandon Fayette of Massive Dynamic attempts to locate the building. Olivia is scared, and Peter Bishop is about to kiss her when she realizes that she needs to be scared to see the shimmer. She is able to locate the building and evacuate it just in time. Later, she and Peter are about to go out for drinks when she sees Peter shimmering. As soon as Peter leaves the room, Walter comes over to her and begs her not to tell Peter, finally confirming that Peter comes from the other universe. After Peter's funeral, Walter witnesses his other self succeeding in creating a cure for his alternate son's illness, but Walternate is distracted by the Observer September, who has arrived to witness the important moment. Unfortunately, Walternate does not see that he found the cure because of September's interruption and continues on with other combinations for a cure. In Providence, Rhode Island, lawyer Miranda Green takes a lunch meeting with sickly young man James Heath. While he claims to have been with her in preschool, she doesn’t remember him. She does believe that her firm can help him against those who made him sick. Before leaving he touches her arm and thanks her. Driving back to her office, Miranda spontaneously develops tumors all over her body and dies in her car. Olivia Dunham has a sleepless night owing to her recent discovery that Peter Bishop was abducted from the Alternate Universe when he was a child by a grief-stricken Walter Bishop. She goes to the bowling alley managed by Sam Weiss where he tells her she’s one of the best people he’s known, and he’s sure she’ll do the right thing. In the case, Walter theorizes that the killer has cancer and is exchanging energy with his victims; he gets better while the victim gets cancer and dies. Olivia discovers that there are other victims of attacks similar to Miranda Green’s, and they were all part of the Cortexiphan trials in Jacksonville, Florida. Walter believes that only Cortexiphan children would be affected by the killer's touch. Olivia visits Nina Sharp at Massive Dynamic headquarters and demands a full list of the subjects, one of which she knows herself to be. Nina claims not to have any such list. Olivia reveals that she knows the truth about Peter and tells Nina that she is going to tell him the truth, but Nina guesses that Olivia is not going to do that, and is looking for a reason not to tell him. Heath's next potential victim is Nick Lane but he can only find Lane's aunt, who tells him that another classmate, Olivia, was looking for Nick months ago. Heath confronts Olivia in the hall of her apartment building. When he sees her badge, he attacks her. She fends him off with a candlestick and knocks him to the floor. He sees the case files of the pictures of the children he has killed, including his sister. He breaks down and tells her the story of how he was sick with cancer, and a man visited him in the hospital claiming he could help him fight the disease. But instead of getting better, he got worse, and contagious. He accidentally killed his sister when she held his hand while visiting him in the hospital, and while trying to track down the man who visited him in the hospital he found another classmate and accidentally killed him too. He realized that he was temporarily getting better with each Cortexiphan subject he killed. Broyles has Heath taken to Massive Dynamic where he is put into a medically-induced coma. He and Nina agree that they need to find the rest of the Cortexiphan children. Olivia tells Walter that she has decided not to tell Peter about his origins. But Walter says that he has made the opposite decision, and that the truth must be known. Two teenagers are on a date in a car when they hear a noise from an abandoned warehouse. Dave enters the warehouse and comes across something growing. A monster attacks and kills him, then steals his identity, revealing it to be a Shape-shifter. It then goes outside to the car where Jill Redmond is waiting. Another Shape-shifter emerges from the warehouse, and the Dave Shape-shifter kills her. Walter tries to tell Peter the truth about his origins but is interrupted by a call from Olivia about the teenagers' deaths. At the scene, Walter finds signs of the three-prong device in each victim's mouth, confirming the presence of Shape-shifters. They also find a strange organic orb. Walter autopsies it and discovers in contains a dead, partially developed Shape-shifter. The two surviving Shape-shifters meet with Thomas Jerome Newton, who has the female kill a bank manager named Ben McCalister and place a strange device in the vault. Meanwhile, Olivia Dunham visits Massive Dynamic to find out the origins of a strange signal being sent to the Shape-shifters. For three seconds, it runs in perfect sync with a similar signal, leading Walter to believe that Newton may use the synchronization of the universes to bring something across. Over the next day, Newton's Shape-shifters plant two more devices, one in a hospital morgue and another on a power pole. Walter states that the devices will be used to form an equilateral triangle, in the center of which the cross over will take place. Discovering that the morgue and the bank are two of the three points of the triangle, they determine two possible options for the third point, with two possible options for the center crossover point. One of these crossover points is a bridge over a river, which Olivia and Walter know will be the choice since Walter told her when he crossed over, he chose a frozen lake because the water would help with the vibrations. Walter also develops a program that should shut down Netwon's vibrations to create a doorway, warning everyone that the vibrations caused would tear a man apart. The team goes to the bridge and kill the Shape-shifters. Walter sets up his program on the bridge but it does not work. Broyles arrives with more FBI agents, and Peter Bishop stays to fix it and tells everyone else to leave, including Walter. Peter sees a man emerging from the doorway. The vibrations destroy an FBI agent that stayed with Peter, but Peter is able to fix the program. The shockwaves knock Peter against the car, and the man escapes with Newton. Peter awakes in the hospital and asks to talk to Walter alone. He tells Walter that the vibrations killed the FBI agent but did not affect the man from the other side because he was from the alternate universe. He says that the vibrations did not affect him either, so he must be too. Walter tries to explain but Peter accuses him of stealing him as a child, and that his mother must have found out and that is why she killed herself. He tells Walter to leave. Newton is treating the unknown man, who he refers to as "Mr Secretary", for the issues caused by crossing over. Olivia tells Walter that Peter has checked himself out of the hospital and has disappeared. After getting profoundly high on an unusually potent self-grown marijuana hybrid called "Brown Betty", Walter Bishop makes up a detective story to entertain Olivia Dunham's niece Ella Blake, while Olivia tries to track down the missing Peter Bishop. In the story, Rachel, Ella's mother, asks Olivia, who is a private investigator, to track down Peter, her true love. Olivia uncovers a plot involving an artificial heart, which Peter has apparently stolen. Olivia discovers that Rachel has been murdered and is actually an actress hired by Walter to find Peter, his lab assistant. Walter explains that he has invented all of the good things in the world: bubblegum, hugs, and singing corpses. Peter has apparently stolen the heart from Walter, who is now living off batteries implanted in his chest. Olivia is attacked by the Observer, who tells her to stay away. Olivia discovers the weapon the Watcher used came from Massive Dynamic. She follows Nina Sharp home, but is discovered and locked in a pine box before being dumped in the ocean. Peter rescues her and reveals the heart is actually his and that he lent it to Walter, but took it back when he discovered that Walter was stealing his ideas from children's dreams and replacing them with nightmares. The Watchers attack and steal the heart, leaving Olivia to replace it with batteries to keep Peter alive. Olivia and Peter confront Walter, who gives the heart back. Despite begging Peter for forgiveness, Walter is shunned by his apprentice and left to die alone and unloved. Not liking this ending one bit, Ella then changes it by saying that Peter decided to forgive Walter and split the Glass Heart in two, so that both of them could live and invent wonderful things again, so that everyone lives happily ever after. Walter, after somberly pausing for a moment, concedes that Ella's ending was superior. With the story over, Astrid escorts Walter home. The Observer watches Walter entering his home and makes a phone call stating that Walter forgot about the warning he gave him. He then replies to the person at the other end of the line: "Yes, I am concerned too". Peter Bishop travels to a small town and gets involved with the disappearance and murder of a young woman, Krista Manning, after she made plans to meet him but never showed up. Initially, the police suspect Peter was involved in the disappearance, but Peter decides to aid them in the investigation after catching a glimpse of Thomas Jerome Newton, believing the Shape-shifters are responsible and are coming after him; however, he does not wish Walter Bishop to be involved. Later, town Sheriff Ann Mathis notices her partner Deputy Bill Ferguson is missing. After they go to the scene of Krista's murder, Peter encounters Newton and another man, but they get away. Peter begins to doubt the shape-shifters' motives after another body is found, but eventually comes up with an idea to read and track the victims' adrenaline spikes, which allows him to find where the murders took place; a dairy farm. They find the owner Craig Shoen, who confesses to killing the women because they rejected him, and kidnapped and tortured Mathis's partner when he discovered the culprit. In the end, Peter returns to his hotel room and is approached by Newton, who has brought "Mr. Secretary", the man from the Other Side, to see Peter. It is his actual father from the parallel universe, "Walternate". In Seattle, a man named Greg Leader hallucinates that his boss and coworkers are demons, leading Greg to attack and murder the boss. Greg is hospitalized and falls asleep for sixteen hours; when Olivia Dunham and Peter Bishop interview him in the hospital, he tells them his boss was a demon out of a bad dream before suffering a seizure and having his hair turn white. Walter Bishop posits that Greg died from "acute exhaustion". However, believing Seattle to be like the mental institution, Walter desires to go home in Boston and run tests on the corpse from there. Olivia and Peter learn Greg was being treated for a sleep disorder, and that his dreams had involved demons until they stopped several months ago. Another hallucinating victim turns up in Seattle and dies. The Fringe team discover that both victims had a brain--computer interface chip attached to their thalamus, the part of the brain controlling dreams. Phillip Broyles and Nina Sharp reveal new information leading to the sleep researcher Dr. Laxmeesh Nayak who implanted the chips. Another victim named Diana Lamia hallucinates at a restaurant and kills a coworker before similarly dying of exhaustion. Olivia and Peter first suspect Dr. Nayak's research assistant Zack Miller but find him dead. Back in Boston Walter believes the chips lead to mind control and tests this on the FBI agent Kashner assigned to him while Peter and Olivia are away. However, during these tests Walter soon changes his theory; the dreams are being stolen from their hosts to cause a "high" in Dr. Nayak, who is receiving them, and has two personalities. Peter and Olivia shut down the dream equipment before Nayak kills another victim, but the doctor dies in the process. The final scene shows Peter dreaming about his childhood when Walter kidnaps him, an event Peter normally has no memory of; Peter wakes up confused but still unaware of what his father did. In a sideplot, Olivia is grieving for her partner Charlie Francis, whom she discovered was murdered by a shapeshifter. Sam Weiss helps her work through it by giving her a "project" that requires her to collect business cards from people wearing the color red. She is told to grab random letters from the names, that once unscrambled read "you're gonna be fine", which were the first words that Charlie ever spoke to her. At Massive Dynamic, Nina Sharp enters a high-security chamber filled with various artifacts and books. She then opens a secret chamber filled with photos of Walter Bishop and William Bell. Finally she removes a folder containing a copy of The First People. She then calls Olivia Dunham in and briefs her on the book, which led them to the final piece of the Device. Nina suggests that Fauxlivia's journal might have some information, but Olivia informs her that she already checked the journal and there's no indication that her counterpart had any knowledge. Nina notes that it must have been unsettling, and Olivia explains that Fauxlivia had feelings for Peter Bishop. She admits that Fauxlivia is like her, only better because she has real friends and wasn't experimented on as a child. Nina warns that Olivia doesn't know what Peter is thinking, and admits that she and William never told each other how they felt. She tells Olivia not to make the same mistake, and to ask Peter how he feels. At the INtREPUS Company, Dr. Warren Blake receives a Magic 8-Ball as a birthday gift. They bring in the cake for him and he blows out the candles. Later he goes back to this office and puts the Magic 8-ball on his desk. His secretary Grace brings in a delivery: a ragdoll. Warren pulls the string and it laughs, and then releases a burst of blue dust. The man clutches at his body, moaning in agony. As he leans on the desk, his arms break, and his leg bones shatter. That night, the Fringe team is called to Intrepus by the CDC. Donning protective suits, they go in and investigate warren's office. Walter confirms that every bone in the dead man's body disintegrated, and Olivia learns that the package came from someone named Madison. It was too large to fit through the mail slot, meaning that someone delivered it. Back at the lab, Olivia accesses the CCTV at the post office where the present was delivered. Peter Bishop brings her a cup of coffee, and Olivia notices that he got it with milk. Meanwhile, Walter Bishop is eating chicken and using the bones to test the blue substance. He realizes that it's similar to a project that he and Bell worked on in the 70s to administer concealed vaccinations. Walter cuts open the doll and realizes the delivery device is U.S. military. Astrid Farnsworth identifies the photo of the man who mailed the package, and confirms he's Aaron Downey, an ex-Marine who has been out of the service for four years. They confirm his address and Olivia takes a team to Downey's house. There is no sign of Downey or any biological or chemical agents, and the tea on the stove is still hot, and they realize they just missed him. As Olivia and Peter examine the house, Olivia reviews Downey's files and discovers that he resigned four years ago without giving a reason, disappeared for two years, and then bought the house using cash. There are photos of a woman that they can't identify. Peter notices that Olivia is upset, and she points out that she's never taken coffee with milk. He admits that Fauxlivia did and that he can't stop thinking about her and how she used his feelings to manipulate him. Olivia asks if he liked her better because she was more fun, and Peter explains that he thought he was bringing out a different side in Olivia. However, he insists that he only wants Olivia, and apologizes for the coffee. The FBI agents call Olivia downstairs to show her a suitcase containing three canisters of stolen military ordinance. There are three empty slots for the missing canisters. Peter hears Downey's cell phone outside and chases after him as the ex-soldier runs away. However, Downey is hit by a car when he runs into the street. He's taken to the hospital where the doctors confirm that he suffered brain damage and is in a coma. Walter checks Downey's chart and suggests that there's a way to question Downey despite the fact he's in a coma. However, he says he needs to go to the lab to think about it. Downey's ex-wife Sara Downey, the woman in the photo, comes in and they question her. She admits that Downey threatened to kill Warren, and he left the Marines to do private contracting work. When he came back after two years, they tried to start a family. However, seven months into the pregnancy, their baby died. The doctors confirmed that Aaron had a DNA pathogen, and he believed it had something to do with a weapons project that he was exposed to when he was overseas. Warren was the scientist who oversaw the project, and they had named their baby Madison. Sara says that there were two other men in Downey's unit who had babies who died the same way. Peter asks how Madison died, and Sara explains that Madison died because she never developed a skeleton. As Olivia organizes a search for the other man, Walter calls Peter and asks for a pick-up. He's in New Hamsphire, and they go to get him. When Olivia and Peter meet him, Walter explains that in the Wooster Cortexiphan trials, there was a boy named Simon Phillips who lived nearby. Simon was developing the ability to read minds, and Walter threw the boy out of the trials to avoid him reading his mind and learning the truth about Peter. Now he believes that Simon can read Downey's mind and find out what they need to know. In New Hampshire, Peter, Olivia, and Walter arrive at Simon's isolated cabin. No one answers the door, and Walter runs into the woods to urinate. Simon confronts him with a gun, and reveals that he can still read minds. However, he's unable to read the scramble of thoughts in Walter's mind. Olivia gets the drop on him, and Simon realizes that he can't hear her thoughts. Walter explains that Olivia is also a Cortexiphan subject, and they're immune to each other's powers. Simon collapses from the strain of Walter's thoughts, and they get him inside. He explains to peter that to cope, Simon's body pumps more cortisol into his body to compensate for the influx of new thoughts, causing his illness. Peter wonders how many more Cortexiphan children could show up. Once Simon recovers, he admits to Olivia that it's a relief to talk to someone whose mind he can't read. His ability is out of control so he lives in isolation, and Olivia commiserates with him. She suggests that he can use his ability to help them, but he warns that the thoughts of an entire city would kill him. At the Canopy One Defense Corporation, one of the scientists enters an elevator with two other men and finds a rag doll delivered by Carla. It explodes and the men scream as the elevator goes up. Phillip Broyles has the hospital evacuated so they can bring Simon in without disrupting his mind with excess thoughts. Olivia brings him in while Peter, Broyles, and Walter watch on the monitors from a distance. Simon listens to Downey's mind but is unable to get a clear impression. He has Olivia question the unconscious Downey, asking who he was working with. Simon runs out of the room to throw up, but then writes down everything that he could get. One of the words he got is "jellyfish," referring to a creature without bones, and Broyles begins a check. Meanwhile, Olivia points out to Peter how the Cortexiphan trials ruined Simon's life. However, Peter insists that she's nothing like him. Broyles gets word of the death of the men at Canopy One, while Olivia notices Simon doing a sketch of a woman. He explains that it's a waitress that works at a nearby coffee shop, but he's never approached her because no matter what she did, he'd know she was thinking he was a freak. Olivia suggests that it would be better to know, but Simon says that it isn't. He overhears Peter's thoughts but says nothing. Nina brings in Broyles to tell him that Project Jellyfish never officially existed. However, she calls in CIA Agent Edwards, who has done some digging on Nina's behalf. He explains that Jellyfish was a weapons project and three men carried out the field tests. They were inoculated, but the toxin affected their unborn children. Edwards has checked the DOD payment files and learned that Downey was given three acres of land in Pembroke. At the barn in Pembroke, the other two men set up a test dummy with a vest containing the last two canisters. They trigger a test explosion, releasing the toxin. The next day, the FBI goes to Pembroke and confirms that the powder was used there and has oxidized so that it's safe. They realize that the two men are going after their next target, and realize the barn is laid out like a map. There are photos of Congressman Jim Thorn, a four-star general who, and they realized he oversaw Project Jellyfish. Peter notices a reference to Maryann and realizes it refers to the Fine Art Museum and the Maryann Douglas wing. Thorn is holding a donor there, and it started a half hour ago. Olivia goes out to the car where Simon is waiting. The team arrives at the museum and Olivia and Simon dress for the party so they can blend in. Olivia has Thorn's security team keep him inside despite the congressman's objections, and then takes Simon to the ground floor. One of the staff confront them and warns they're entering a secure area. Simon realizes that it's Dillon, one of the two soldiers. Dillon gets away and Olivia goes after him. He tries to ambush her but Olivia spots his reflection in a serving tray and shoots him. She realizes that he's not wearing the vest and tells Broyles that she's going back out with Simon. Meanwhile, Simon tries to deal with the influx of thoughts. Olivia and Simon enter the Maryann Douglas wing, which is laid out like the setup in the barn. Simon picks up the final soldier's thoughts and points him out to Olivia. She goes after him, leaving a weakening Simon behind him. Meanwhile, the soldier tries to get out onto the balcony where Thorn is. When the security team tries to stop him, he prepares to trigger the charge. Olivia shoots him through the spinal column, killing him before he can set off the charge. Afterward, Peter brings her the proper coffee. Walter considers Simon and then smiles apologetically. Olivia takes Simon back to his cabin and says that he has choices, and he should talk to the girl at the coffee shop. Simon says that they're not supposed to know what people think, but Olivia says that he can't let his ability stop him from living his life. In response, Simon gives her an envelope and explains that he read Peter's mind and says that's what it's like to be him. Nina is going over the copies of The First People and realizes that the author names are anagrams of "Samuel Weiss." She goes to see him at the bowling alley and asks him about The First People and the Device's intention. Sam warns her that Peter Bishop is the problem, and that the device can create or destroy. Peter is uniquely tuned to use it, and his state of mind will determine what it does. Ultimately, the Olivia that Peter chooses will be the universe that survives. Nina figures that Peter will choose Olivia, but Sam isn't so sure. Olivia is at home reading the message that Simon wrote down: "he still has feelings for her." Two people are killed in bus accidents in as many days, drawing the attention of Fringe Division. Olivia Dunham and Charlie Francis find ball point pens at the scene. Olivia cannot remember the last time she saw one because they are obsolete. Walternate reveals to Phillip Broyles his reason for keeping Olivia in this universe and implanting Fauxlivia' memories in her head: so he can discover how she can cross over. While investigating a crash, Olivia hallucinates about Peter Bishop. She tells Frank Stanton about it later, who panics and tells her she should let Broyles know, but Olivia brushes this off. When she is called to a third crash, Olivia spots a strange man and gives chase, only for him leap from a bridge onto the back of a truck and escape. Fringe discover that the victims were in some way connected with Bryant Hospital and questions Dr. Levin. Olivia and Charlie discover that Olivia's suspect, whose name is Milo Stanfield, was involved in a drug trial that would supposedly improve his intelligence. He gained the ability to use complicated mathematics to accurately predict an event and caused the accidents so that he would not be reverted back to his old self. Olivia and Charle visit Milo's sister, Madeline Stanfield, who gives them Milo's location. Milo predicts Olivia will die in an accident while chasing him because she stopped for oxygen while pursuing him through a construction site, which anyone from his universe would do. However, because Olivia is from the different universe, she doesn't stop for oxygen, which changes Milo's prediction and she doesn't die and is able to capture Milo, but suffers breathing trouble as a result. Charlie asks her why she didn't stop, but Olivia doesn't know why. Milo is placed into a room with a computer, the only thing that can understand his thoughts. Olivia sees Peter again, who tells her that she is not from this world, and tells her to not forget that. In his kitchen lab at home, Walter Bishop prepares a chemical concoction and is about to inject it into himself as Peter Bishop walks in and asks what he's doing. His father explains that he's trying to make himself smarter, to match Walternate. Peter notes that William Bell removed the pieces of Walter's brain, at Walter's request, and he worries that his father might hurt himself. Walter insists he's fine, injects himself, and goes to get some pizza. As Peter picks up Joyce's medication, he notices Olivia watching an elderly couple talking and laughing together. She gives him the book back and says that based on the date, he must have gotten it for Fauxlivia. Olivia tells him that it's okay, although he tries to explain. As Joyce goes with them, he eyes them suspiciously. Walter has a piano brought to his lab and prepares Joyce for hypnotherapy so they can recover his memories. He believes that Joyce playing the piano will help him recollect the conversation, and admits he'll enjoy Joyce playing. Walter then starts to hypnotize Joyce. In the office, Olivia is checking on the sighting of the Observer at the jewelry store. Peter comes in and tries to explain the book. He tells her that Fauxlivia asked him what his favorite book was. He admits that he has a tendency to keep people at bay, and believes that Olivia is the same, and that he wanted to share it with the Olivia Dunham he has spent the past two years with. Olivia tells him that everything feels different, and the book reminds her of all the things she missed. Walter succeeds in hypnotizing Joyce, and has him sit at the piano. Joyce begins playing and Walter has him think back to the night Bobby came. The musician talks about how he asked his son if he was real, and Bobby took his hand to assure his father that he existed. Olivia's phone rings, interrupting Joyce before he can say what Bobby said. As she takes the call, Joyce says that he can't remember what his son said. Olivia tells them that the Observer has been spotted in Brooklyn. She leaves with Peter, and Joyce says that Bobby was wearing the shirt that his mother gave him, and told Joyce that he would meet Walter Bishop and was supposed to help him. However, Joyce doesn't know how he's supposed to help Walter. In Cambridge, the Observer meets with one of his fellow Observers, December, and says he has set everything in motion. December says that he doesn't believe Walter will do what they need him to do, but September insists that Walter has changed. They agree to see what happens, and September then steals a truck and drives away. Joyce is playing the piano and asks if Walter knows what he's supposed to do for him. Walter insists that Joyce is helping just by playing the piano, and then asks him why Violet Sedan Chair broke up. Joyce explains that they had creative differences and decided to take a break, and Joyce soon stopped playing entirely. Peter and Olivia talks to Victoria, who says that September knew exactly what she needed, but didn't react at all. Walter is working on the serum to repair the missing sections of his brain, and explains to Joyce that he needs his restored intellect to deal with the challenges facing them. Joyce has no idea how he can help Walter, since the only science he knows is how to make a strawberry milk shake. Walter tells him that strawberry milk shakes are his favorite drink as well, and has Astrid Farnsworth go to the store to get the ingredients. Walter mixes the serum with milk to combine the bonding agents and disguise the taste, and puts the milk in the fridge. September enters the lab and says they need to speak. In the lab, Walter finds Joyce eating strawberry ice cream. He says that he has remembered something and explains that 25 years ago, Bobby called him on the phone years ago when he was on tour. Bobby told him about a dream of a bald man in a dark suit taking him to see Joyce when he was 25 years older. Walter concludes that September brought Bobby into the future, and his dream was what actually happened. Joyce notes that it was the last conversation he had with his son before Bobby died, and the band was playing at Harvard Yard. Bobby was on his way there and was hit by a truck driver. When Bobby died, Joyce broke up the band because nothing mattered to him anymore. Walter goes to the office to see Astrid, who tells him that Peter is on his way with Victoria. Walter tells Astrid that he now realizes that he set both universes off balance by saving Peter, and that his actions cost Joyce his son. However, if he helps September now, it will cost him Peter. As Olivia and Peter drive to the lab with Victoria, Walter calls and asks Peter to ask Victoria where she was 25 years ago. Peter tells his father that Victoria is in the car ahead. Before they can stop it, a truck drives through the intersection and hits the car containing Victoria. Peter and Olivia get out and see September as he gets out of the truck. Olivia goes after him while Peter checks on Victoria. She's having an asthma attack, and September took her inhaler at the jewelry store. Walter arrives and Peter says, "Gimme the keys and save the girl." Walter remembers September saying the same thing, and realizes that somehow the Observer is course correcting, setting off a chain reaction leading from Joyce and Bobby, all the way to the current moment. Walter believes that Peter will die if he leaves, but Peter insists that Victoria will die if he doesn't get the keys. Walter hesitates and then gives him the keys, and Peter goes to the car. Olivia follows September through the streets. He ducks down an alleyway on State Street, and Peter spots him at a hostel down the way. As Peter crosses the street in pursuit, he's narrowly avoids being hit by traffic. Walter creates an improvised inhaler using a plastic bottle to push air into Victoria's lungs. Peter goes to the roof of the hostel and finds the Observer waiting for him. He asks September what it all means, and what is going to happen to him. September says that it must be difficult being a father, and then shoots Peter with a pulse gun. Olivia arrives and spots him, but he climbs to a nearby roof and then appears on the next building over. Before Olivia can approach him, she hears Peter moving behind her and turns to discover that he's okay. When she turns back, September has disappeared. Walter has saved Victoria and briefs the EMT's on how to treat her. Olivia calls to tell him that September has disappeared, but Peter is fine. Walter wonders why the Observer went to all the effort if Peter is still alive. Walter and Astrid take Joyce back to the hospital. He thanks them and invites Walter to visit sometime, and bring a strawberry milk shake. Much to Walter's surprise, Joyce hugs him and then explains that he had forgotten his son, but now he remembers. He tells Walter is that no one is supposed to have a second chance like that. Peter and Olivia return to the lab, and wonder what the Observer had planned. Peter takes out the bottle of milk that Walter had put there earlier. Olivia picks up Peter's book and Peter starts to talk about the book and that it is his favorite because it says to look within yourself for answers. He drinks the milk to take some aspirin for his pain, and then has a seizure. Olivia calls Walter, who realizes what has happened and directs Olivia to administer magnesium sulfate. However, she doesn't find it in his bag. Walter tries to remember where it is and tells her that it's in the refrigerator next to the mayonnaise. She injects it into Peter's right leg and tells Walter that he's stabilizing. Outside, September and December watch. September admits that he feared the experiment would fail, but December points out that Walter has changed and was willing to let Peter die. They believe that now Walter will be willing to do it again. Olivia Dunham returns to work right after having returned from the Other Side. Phillip Broyles returns to his office and finds Olivia there. She explains that Walternate is driven to destroy their world to save his. When Olivia insists on investigating, Broyles informs her that she's going on a leave of absence. Olivia feels that she would be better off working on the case, and says that she made a promise to a friend to do everything possible to save both worlds. Realizing she's talking about his counterpart, Broyles asks her about his other self, and she explains that Phillip Broyles was an honorable man, and was happily married to his wife, with a son and an unnamed daughter not conceived on this side. As Olivia gets dressed in her apartment, she examines the tattoo that Walternate had put on her neck to convince her that she was Fauxlivia.  She then goes through her closet and throws all of the clothing on the floor. Olivia then yanks the sheets off the bed and takes them to the washer, and finds more clothes inside--including a shirt that belongs to Peter. Crying, she crouches on the floor.The next morning, Olivia arrives at the Federal Building and Astrid asks how she's doing, being back. Olivia tells Astrid what Peter told her, and asks Astrid what Peter was like with Fauxlivia. Astrid says that the feelings Peter had for Olivia's counterpart were for her, and they are still there. Broyles briefs Peter and Olivia on the discovery of a number of similar organ thefts. All of the victims were organ transplants, and had received donations from the same anonymous female donor. Her corneas were donated to the Rosindale Eye Bank, and Broyles calls to find out who received them. At the hospital, Peter and Olivia talk to the victim, who explains that he collapsed and woke up to find himself in the middle of surgery. He says that the Gentleman apologized to him, but insisted that the corneas didn't belong to him. They leave to talk to Amanda's family. At the lab, Walter is working with the serum and considering the possibilities of a substance that prevents the decay of milk and cheese. Astrid brings in the Yatsko Project files, which show that the work continued after Walter was committed. Walter says that they need to find Amanda's body. Peter and Olivia talk to Mrs. Walsh, who explains that the only thing that interested Amanda was ballet. Amanda suffered from clinical depression, participated in group therapy, and eventually killed herself. As Olivia gets the names of the doctors Amanda met with, Astrid calls and tells Peter what Walter wants. He goes back inside and asks Mrs. Walsh for permission to exhume Amanda's body. She refuses, explaining that it was cremated. Peter takes the ashes to the lab, and Walter tastes the ashes. He then tells Astrid and Peter that it's wood ash, not human remains. He figures Amanda's body is with her organs, and concludes that the person who is stealing the organs is trying to put Amanda back together again. While Walter works on Russo's corpse, Astrid gets a call from Broyles. He's confirmed that Amanda's corpse was stolen, and the funeral home covered it up. Walter explains that he and Bell dabbled in the resurrection of the dead when they tried to bring back Peter's cocker spaniel. Peter and Olivia go through Amanda's medical files, and Peter notes someone who worked as hard as Amanda to overcome her depression should have gotten some results. Olivia dismisses Peter's suspects, insisting that he's not properly profiling. She says that whoever is bringing Amanda back loves her, and Peter's suspects don't. Olivia snaps at Peter, who says that it's okay. Peter comes up with the name of Roland David Barrett, who dropped out of group therapy the day that Amanda committed suicide. As they drive to Roland's house, Peter confirms that the man was working on the prevention of cell decay, and wonders if he found a way to resurrect the dead. The Fringe team enters the house with the FBI, and hears Roland moving upstairs. When they go to investigate, Roland tries to slip out but Olivia captures him. He tells them that Amanda is downstairs. As the others check out the basement, Roland tells Olivia that he was trying to give Amanda another chance after she made a mistake. However, when he brought her back, he looked into her eyes and realized that whatever he brought back, it wasn't Amanda. Walter examines Amanda's body and confirms that it's dead. Later, the Observer watches as Peter takes Walter to an ice cream shop. He calls someone and says that he's arrived, and that the one they're interested in is still alive. The mind of William Bell still possesses Olivia Dunham's body after several failed attempts to extract it to coma patients. Walter Bishop and William believe that they have less than a day before Olivia's mind will be lost to them all. They realize that Olivia is unaware that she has been possessed by William's mind, and instead has likely locked her ego away, making it difficult to contact by normal means. Walter comes up with a plan to have Peter Bishop and him enter Olivia's mind to help with the aid of LSD to locate her ego for it to regain dominance in her mind, while Walter hopes to download William's mind into a computer. Walter and Peter, inside Olivia's mind, find they stand out as invaders, and the people that populate her mind, including a vision of her stepfather, seek to stop them. Walter finds someone sending a Morse code signal from William Bell's office in one of the World Trade Center buildings. After evading a crowd and a trap set by a false vision of Nina Sharp, they arrive at Bell's office, where they find William waiting for them as an animated cartoon, part of Olivia's mind, at which point Bell brings to their attention the fact that Walter and Peter are also animated characters by this point. The three are unable to find clues to Olivia's ego, something that William thought would be present if Olivia was looking to be found. Peter realizes that when Olivia is scared, she retreats to somewhere safe, and suggests they search her mind's version of Jacksonville, her childhood home. As they travel by zeppelin, William tries to encourage Walter that he no longer needs to rely on himself. They are soon attacked by a man wearing an X-marked t-shirt, who tears open the side of the zeppelin; Walter is pulled out by the rush of air and falls to his death—waking him back in the real world. William and Peter safely land in Jacksonville, and Peter directs them to find the home among the military housing where Olivia stayed at as a child, marked by a red-painted door by her birthfather. Once there, Peter finds the adult Olivia waiting for him, but realizes this is not her by her eyes. A younger Olivia reveals herself as Olivia's true ego, assured of Peter's identity, and she willingly goes with him and William, chased by the image of her stepfather and several military personal. Peter sacrifices himself to protect her, waking back up in the real world. Olivia is able to stand up against her past fears and stops their advance. William explains that she will be able to return to possession of her body as Walter, in the real world, attempts to extract William's mind. Olivia wakes back up to the real world, free of William's mind. Walter finds his efforts to store William's mind failed, and takes time to consider William's last message he gave to Olivia, "the dog wouldn't hunt". Later, Peter visits Olivia to rekindle their relationship when he notices a drawing of the same man in the X t-shirt he saw in her mind. Olivia cannot name the man, but nonchalantly refers to him as the person that will kill her. In the Alternate Universe, Olivia Dunham is having a checkup to make sure she is in good health after her supposed mental breakdown. She checks out and is approached by Walternate who tells her that they want to see if she is like the "other" Olivia so they can find a better way to defend their universe. Of course only if she is willing after her ordeal; she is which pleases Walternate. Elsewhere in a quarantine area two men work in a subway cutting in to the amber. Mark Wilner says the idea is crazy and they should steal the valuables but Joshua Rose says what they are cutting out is valuable as they finally remove a slab. Cutting away the top of the slab they reveal the body of a man who is Matthew Rose, the twin brother of Joshua. Getting to work his twin places resuscitation equipment on the man; despite his partners protests the man is dead. After a few failed attempt the twin suddenly shudders and takes in a haggard breath to the amazement of the two men. The revived man is scared and disorientated but his twin says he promised he would save him. Just then warning alarms sound saying quarantine is breached and Amber mist fills the room; capturing Mark while the twin is able to drag his brother to safety. Phillip Broyles meets with Walternate who has been informed on the case about the man in the Amber. He somberly recalls the day he made the amber and despite its use to contain breaches it has caught hundreds of people in it. Broyles says its a necessary sacrifice to keep the universe together and people understand this. Walternate then says people would not be so understanding is they knew the truth and reveals to a shocked Broyles that the amber victims are in fact alive trapped in suspended animation. If this removed man was revived and presented to the public it would lead to outcry akin to revolt has the victims have become part of the ambers integrity and despite this people would never condone to the imprisonment of their loved ones. Broyles says he will find the man whatever ever his status and deal with him discreetly. At Joshua's apartment, they discover he has a twin brother Matthew before they are forced to evacuate from a rigged bomb. They travel to Matthew's home in the suburbs, meeting the brother, his wife Danielle Rose and children. Matthew professes to no knowledge of the location of his brother. Olivia is suspicious but without evidence cannot explore further; the viewer is shown that Olivia's suspicion is correct as Matthew was the one trapped in the amber, having tried to come warn his brother about the quarantine. Joshua, having posed as Matthew for the last few years, was the one that freed him and spoke to Fringe. The brothers switch places again when Olivia requests a more detailed identity check from Matthew, which he passes successfully. Thinking everything is fine now Joshua is prepared to leave only to angrily confronted by Mathew's wife. She reveals that Mathew was conscious the entire time he was trapped; his mind frozen on the terrified thought of what would happen to his family without him. She tells him just freeing Mathew will never make up for the torture he endured and may still endure if Fringe gets a hold of him. Olivia Dunham is being held in a secret facility located beneath the Statue of Liberty. Walternate is having Fauxlivia's memories implanted into Olivia so that he can use her ability to cross from one universe to another. During part of the treatment, she escapes and jumps into the river. Many suspect that she was swept away in the current, but Phillip Broyles thinks she might have survived. In New York City, Olivia highjacks a taxi and orders its driver, Henry Arliss Higgins, to first take her to get some clothes and then to take her to the theatre where she crossed over. She arrives too late and the building is sealed in amber. A police officer on the scene notifies Fringe Division, and they are able to track the taxi to a service station. During a shootout, Fauxlivia's memories begin to take over, turning Olivia into a sharp-shooter, and enabling her to blow up a gas tank, deliberately missing Charlie Francis. Olivia tries to reach Massive Dynamic, only to find out that it does not exist in this world. She then begins traveling to what she thinks is a safehouse, however, it is just Fauxlivia's memories leading her to her mother's house. There, she begins to break down. Charlie arrives and takes her away. Fauxlivia's memories have now completely taken over, thanks to the adrenaline from the escape. Henry watches as Olivia and Charlie drive away. Back in our reality, Peter Bishop undergoes a debriefing with Senator James Van Horn before meeting up with Fauxlivia and Walter Bishop outside. He and Fauxlivia kiss, and everyone goes to dinner to celebrate. Three men are holding a family hostage while they dig up something in the basement. The item they find is a box. One of them opens the box, causing two of the thieves to go into a trance - their eyes turn white and their noses start bleeding. The third thief is unaffected. Fauxlivia is speaking with Thomas Jerome Newton about Olivia Dunham and pop-culture so that she can learn more about this world. She is called to the crime scene to investigate the deaths. Joe, the third thief, has escaped with the box. Fauxlivia confronts Newton about this, as his men were supposed to leave the box there so Peter Bishop would find it. But Newton only hired two thieves, not three. Walter Bishop goes to hear William Bell's will being read. Nina Sharp receives his bell, while Walter does not reveal what he got. After the reading, Peter is called by Phillip Broyles, who says that Olivia is not answering her phone and that he thought she was at the one of the two thiefs' apartment. Fauxlivia is in fact searching it, and is surprised by Peter. Joe spots Fauxlivia outside the apartment talking to Newton on the phone. That night, Joe takes the box to Fauxlivia where it is revealed he is deaf and that is the reason the box didn't kill him. She hands it to Newton before killing Joe. While she is trying to hide his body, Peter arrives. She is able to hide the corpse in time, and further distracts him by engaging in sexual activity with him. Newton gives the box to a homeless man to look after at a Subway station before leaving. Out of temptation, he opens it and kills everyone at the station. The Fringe team is called to the station, interrupting Peter and Fauxlivia before they can have sex, and discover that the homeless man took the box into one of the subway tunnels. Walter comes up with a plan to disarm the box; because it uses ultrasonic sound waves to mess with the inner ear, normal ways of cancelling noise will not work. Fauxlivia deafens Peter with gunshots so that he can enter the tunnel and disarm the box. While in the tunnel, Peter discovers the homeless man, whose head promptly explodes. He is able to disarm the device just as a train arrives, with Fauxlivia saving him. The box contains part of Walternate's doomsday device, which Peter begins to work on. Fauxlivia informs her superiors at the typewriter shop, who tell her to start working on Walter. Walter visits Astrid Farnsworth and shows her what Bell left him: stock certificates that make him the sole shareholder of Massive Dynamic. Senator James Van Horn, a personal friend of Phillip Broyles, is killed in a car crash after buying lemonade from neighborhood girls. The strange thing is that he is still breathing, despite the fact his heart has stopped. Thomas Jerome Newton comes to abduct him when Broyles interrupts. Newton flees, shooting Van Horn in the face as he flees. Thinking Van Horn is dead, Broyles runs up to him, only to discover that he is bleeding mercury. Walter Bishop is at a meeting at Massive Dynamic, which he is now the owner of. He is tripping and in the process of removing his pants when Peter Bishop comes in and informs him that they have a case. Fauxlivia calls Newton and scolds him for screwing up. He rebuffs her, claiming that she is not focused on her mission and will fail. Van Horn is taken to Walter's new lab at Massive Dynamic where Walter begins to work on him. During the examination, Van Horn revives. Broyles gets Patricia Van Horn, the Senator's wife, to help them retrieve the Senator's memories. During the test, he recites a list of hotels they were planing to visit for their anniversary. Newton assigns a shape-shifter sleeper agent, Ray Duffy a police officer with a wife and son, to retrieve the Senator's memories; Newton tells him to shift into another form to gain entry into Massive Dynamic, and that he will be reassigned after and have to kill his wife and son. Duffy seems reluctant to leave his "family". Duffy goes to Massive Dynamic in his current form. Walter discovers that the memory drive is located in the spine of the Shape-shifters, and is able to retrieve Van Horn's. The agent holds Walter at gunpoint and takes the drive. Walter then stabs him before being knocked out. Fauxlivia, Peter Bishop and Astrid Farnsworth come to help. Duffy goes home to his family. Newton is surprised he didn't change forms; Duffy says he didn't have to. Newton tells him he has already killed Duffy's family. Duffy is distraught, but then Newton tells him he was lying. Duffy pleads to stay with his family. But Newton kills him. Fauxlivia and Peter arrive and capture Newton after a brief car chase. Fauxlivia takes the memory drive for herself. Fauxlivia later visits Newton in prison and gives him a computer chip. Newton ingests it, causing him to bleed to death. Later that night, Peter is at the bar when he gets a text message from Fauxlivia saying she wants to talk. He goes to her door and she admits that she lied about wanting to talk and kisses him. They make love. A man named Murray Harkins is working at a lighthouse and climbs down from the top of the tower to respond to a radio message from a ship out at the choppy sea. He then turns around to his computer and is shown chatting online with several other people. In Chinatown, a Chinese man named Dan Liang is speaking to his friend Shen Chan. Halfway, Shen turns himself to a whiteboard filled with mysterious numbers. His friend gets irritated and leaves his apartment. Shen turns to his computer, displaying also the same chat site as the man at the lighthouse. At a house, Laird Woomer enters his master bedroom, carrying his baby and talks to his wife Becky Woomer. They have a conversation before his Becky tells him that "it" is about to start. Laird understands that and leaves the room, saying he will prepare some tea for her. She turns to her computer, displaying the same chatting place, where she types "it's about to begin" and she tunes her radio to 6955 kHz, so did Dan and Murry. The radio wave, 6955 kHz, suddenly switches from playing music to reading out strange words. The woman listens and happily writes down the numbers she hears when she stops suddenly. She begins to have a seizure, clutching her head. It also happens to Dan and Murry too. When 6955 kHz switched back, they all stopped having a seizure. Murry stares at the radio box, bewildered at a radio message from the same ship. Shen stares at his whiteboard. Dan returns, and asks if he's alright. Shen could only turn around and stare blankly at his friend. Back at Becky's house, Laird happily makes tea when she runs down. Bewildered, she screams at him and question who he is. Laird, shocked, responded that he was her husband. Becky sees a knife on the kitchen table and grabs it, threatening her husband. She questions, all out of fear, who she is and where she was, showing that she--together with the other two men-- had lost their memories. The Fringe team is brought in to investigate the station broadcasting the signal and find its workers killed. They discover a strange box connected to the broadcast equipment, levitating due to its use of electromagnetism. They identify fingerprints on the box of a Joseph Feller, but his current location is unknown. Walter Bishop attempts to decipher the workings of the box, while giving hope to some of the affected people that they will get their memories back in time. Peter Bishop discovers that the rare book shopkeeper, Edward Markham, was part of the online group but did not listen that night, as he left the group years ago. Edward provides his theory of the numbers stations to Peter and Fauxlivia, that it is a signal left by the "First People", an advanced civilization that existed before the dinosaurs but were wiped out in a mass extinction event. He provides them with a book about the First People. As they return the book to Walter, Peter notices that numbers in the astrological charts in the book are the same as the broadcasted numbers. They give the book to Astrid Farnsworth, a skilled decoder, along with copious volumes of data from Massive Dynamic about the numbers stations. Later, the crash of a small commuter aircraft is attributed to a similar signal from a numbers station, and when Fringe division identifies the source, they find a second box. Taking the box to Walter, Peter identifies one of the electronic components as rare, and engages his contacts to find Feller's address from its purchase. Fauxlivia feigns returning to headquarters but instead travels to Feller's apartment--revealing that she has been in league with Feller, warning him that Fringe is onto him, but Feller insists on continuing his job. She throws him out the window as the Fringe team arrives, killing him and revealing him to be a Shape-shifter. Fauxlivia claims she killed the man in self-defense. Meanwhile, Astrid has decoded the numbers as a series of geographical coordinates. The closest one is in Minton, Massachusetts, the site of where a mysterious box was found. Teams are quickly sent to the other sites given across the globe, and they discover many more parts of what Walter and Peter believe to be the same doomsday machine that Walternate has already constructed in the Alternate Universe, and which the First People book claims can destroy or create universes. Fauxlivia later communicates this finding to the parallel universe through the typewriter shop, and told to initiate phase two. In the parallel universe, Olivia Dunham, having broken Walternate's condition to make her believe herself to be Fauxlivia, is told by Brandon that no further tests are needed. A vision of Peter warns Olivia that her usefulness to Walternate has ended and her life is in danger. Olivia Dunham, having broken her conditioning that made her believe she was her doppelganger Fauxlivia from this universe, maintains the pretense that she is still conditioned. She is able to arrange a meeting with Henry Arliss Higgins, the taxi driver who helped her out before, and asks him to get a boat with which she can use to return to Liberty Island, access Walternate's lab, and use the sensory deprivation tank to return herself to her universe. Meanwhile, Phillip Broyles, aware that Olivia is not of this universe, is told by Walternate that he will soon have Fauxlivia back on his team. Based on a line of a hymn provided by Christopher that he heard during his abduction, Olivia and Broyles talk to Reverend Marcus of a local church. Marcus is reluctant to hand over his congregation list, but Broyles implores him for the sake of Max that with Christopher's help, they will be able to identify the victim. Working through the list, Olivia talks to one member, Wyatt Toomy, a garbageman. When Olivia spots a child's toy within his apartment, Wyatt realizes he is caught and attempts to escape. Olivia soon finds Max in a hidden room, a device on the back of his head near the pituitary gland, but yet to be activated. She frees the boy, letting him know that everything is safe as she is with the FBI. Wyatt enters the room with a gun but Olivia shoots, killing Wyatt. The Fringe team also discovers an advanced chemical setup used for converting the hormones into the youth serum. Peter returns home late at night and tries to avoid waking up his father. He goes to the refrigerator and makes himself a sandwich. Walter comes down and Peter claims that he was in the house and came down to get something to eat. His father asks how he's doing, and admits that he hasn't been able to sleep. He's been going over the First People book, but hasn't found any answers. Peter tells him to stop because he can't protect his son from everything, and offers Walter a sandwich. The next day, Falcon prepares to test Peter using radiation. Walter objects and threatens to fire the scientist. When Nina intervenes, Walter takes her aside and admits that he's worried about Peter, and he wants to see William Bell's notes on what he removed from Walter's brain. Walter insists that the only way he can help Peter is to become smarter. Nina reluctantly agrees to gather the information. In the lab, Olivia comes in to greet Peter, who insists that he's fine. She asks where he was the previous night when she called, and he claims that he went for a walk. Falcon says that they're ready and warns that it will take a while. He leaves with Olivia and they begin the radiation scans. At the Massachusetts Port Authority, a man goes for a smoke and notices dead fish in the nearby koi pond. When he looks closer, he discovers a dead body in the water. Broyles arrives at the lab and discovers Astrid Farnsworth working alone. He explains that he wants her to go over the information that Fauxlivia gathered and determine what is important. However, Broyles explains that Fauxlivia's log had a number of personal recordings about her and Peter, and he needs Astrid to be discreet. She readily agrees, and Broyles gets a call summoning him. At Massive Dynamic, Falcon tells Peter that all of the test results show no connection between Peter and the Device. Peter doesn't believe it, and Falcon insists that there's nothing from a medical standpoint. Walter comes in and tells Peter what Broyles and Olivia have discovered. At Harvard, the team meets and Broyles assures Peter that they've questioned everyone who had access to the data files. Astrid admits that there are too many names to readily determine who is a shape-shifter. When Olivia asks if they can help, Astrid says it isn't a good idea, and Peter realizes that a lot of the information is about her. He leaves for Massive Dynamic and Olivia goes with him. At Massive Dynamic, Brandon Fayette is interviewing one of the suspects, FBI Agent Matthew Nicholas Goldin, and takes a blood test. They're using a sophisticated lie detector created by Bell to determine if he's lying. Peter says they need to keep every suspect in custody until they confirm which one is the mole, surprising the others with his ruthlessness. Nina then talks to Walter privately and says that she found three DNA vials that Bell set aside, and that will let Walter regrow the missing parts of his brain. However, Nina warns him that there are three vials, and the labels were destroyed. Two of the vials belong to the rat and the chimpanzee that Bell used as test animals. Walter starts sniffing one of them, and Nina says that Peter needs professional help. In response, Walter insists that he's the one who needs to help his son. Olivia and Peter watch as Brandon interviews another suspect, and Olivia tells Peter that she wants to read the files, no matter what personal information it contains about Peter's sexual relationship with her imposter. Peter explains that Fauxlivia would have considered him a fool, and he doesn't want Olivia to see him like that or have to read about it. Brandon finishes with the last suspect, but Olivia suggests that Falcon might also be a suspect. Brandon calls security and learns that Falcon left work early. Olivia and Broyles take a FBI team to Falcon's home and find the shapeshifter, dead, shot in the head with his data storage unit removed. Astrid confirms that Falcon's name was listed on the data file, while Walter tests his own IQ. At the crime scene, the techs don't find anything, and Olivia worries that they're always one step behind. Later, Walter prepares to dissect the Falcon shapeshifter, and comments that he'd like a banana despite the fact he doesn't like bananas. Walter asks what Fauxlivia said about him in her files, and Astrid says that Fauxlivia liked him. As they examine the body, Walter bares his teeth, much to his surprise and Astrid's. He realizes that he's displaying dominance, and concludes that the sample he took was from a chimpanzee. Astrid wonders if it's dangerous, but he assures her that his immune system will eliminate the foreign DNA. Walter notices something on the shapeshifter's fingers: blood. Peter and Olivia discover that the killer broke in, meaning he and Falcon were strangers. Olivia then apologizes, saying she hasn't considered what Fauxlivia did to him. She assures Peter that her imposter is gone and they can get past it. Peter smiles and thanks her, and then gets called back to Massive Dynamic for more tests. He asks Olivia to tell Walter that he'll be back late and thanks her. After he leaves, Astrid calls to tell Olivia that they've confirmed the blood is A Positive. There is only one person at Massive Dynamic with that blood type who had access to Fauxlivia's file: Brandon Fayette. In the streets, Jackie Bermudez is desperately running away from someone. She ducks through an empty building and a homeless man asks her for change. The woman, a shapeshifter, breaks his neck and then duplicates his form. Olivia, Nina, and Broyles go to confront Brandon in his lab. They draw their guns on him, and he appears to have no idea why the suspect him. The shapeshifter completes its transformation, but a man emerges from the shadows and shoots it dead: Peter. A Massive Dynamic tech interrogates Brandon, and the lie detector confirms his denials. Olivia goes to the lab and tells Astrid what they've discovered, and starts going through the data files. When Astrid hesitates to help her, Olivia says that what's in the files are in the past, and they need to focus on the future. Astrid says she's been through the information, but Olivia figures that since she thinks the same as her counterpart, she'll see a pattern that Astrid hasn't. At home, Walter is making a banana split when the phone rings. It's Nina, who says she was calling for Peter. Walter is surprised, since Peter had told Olivia earlier that he was going for more tests. He says nothing further, and Nina mistakes his silence for concern about his son. Walter goes to Peter's room and finds a list of names, including Baird's and Falcon's. That night, Peter is watching the home of one of the shapeshifters, who is posing as Zach Alpert. At the lab, Olivia realizes that Fauxlivia had come to view Peter as good, and was starting to have real feelings for him. She realizes that the two of them think the same way, and asks Astrid for the original printout. They go over it and Olivia realizes that it's a substitution code based on her childhood nickname, Olive. They confirm the existing shapeshifters, and the last one is Zach Alpert. Peter breaks into Alpert's apartment and finds the shape-shifter watching TV. He shoots him in the back and then moves in to confirm the kill only to discover it's a dummy. The shapeshifter knocks him down and says that he's been expecting Peter. He asks how Peter found him, and says that he knows who Peter is. The shapeshifter admits that he isn't allowed to kill Peter, but that won't stop him from using torture. Walter comes in, giving Peter the opportunity to get the drop on the shapeshifter. He cuts off the shapeshifter's fingers when it goes for the gun, and then shoots him in the chest as Walter stares in horror. Olivia heads for Alpert's home and calls Broyles, and tells him what she's discovered. At the Alpert apartment, Walter explains that he saw Alpert's name in the file on Peter's desk, and got his address from the phonebook. He stares in horror as Peter cuts out the shapeshifter's storage disk, explaining that he has to know what they know. Walter says that Peter isn't himself, but, Peter insists that the shapeshifters are inhuman soldiers, and he's not doing anything wrong. He shoots the shapeshifter in the head, and Walter asks why he didn't tell them if he thought he wasn't doing anything wrong. Walter insists that Peter has changed. Olivia calls to tell him that she's on the way to the Alpert house. Broyles and Olivia arrive at Alpert's home and find the corpse of the shapeshifter and no sign of the killer. Later, Olivia meets with Peter and tells her how they've failed to find the killer. Peter suggests that they check Fauxlivia's laptop for further leads. Walter just stares at Peter. As Olivia leaves, she tells Peter that he has nothing to be embarrassed about. Once she's gone, Walter explains that the Device is changing Peter, turning him into a living weapon. Peter asks what they do now, and Walter admits that he has no idea. Dr. Armand Silva, a scientist obsessed with now extinct skelter beetles, infects people on purpose to find out how to revive the beetles from extinction. Lincoln Lee is now the new head of Fringe Division since Phillip Broyles went missing and Walternate has not released the news about his death. Brandon Fayette tells Walternate that Cortexiphan worked on a certain subject, giving him telepathic powers before killing him. Brandon believes that younger patients will yield more promising results; however Walternate firmly rejects that idea, showing that that is one line he will not cross. Fauxlivia and her boyfriend, Frank Stanton, reunite after months of being apart although she keeps her distance, with memories of Peter Bishop still lingering. Frank reveals that he's going to propose to Fauxlivia, and she says yes despite her reservations. When the Fringe team catches the scientist, they believe that he's infected Fauxlivia because she's showing symptoms of the previous infected. When he reveals that he is the final host, and not Olivia, a beetle eats its way out, completing the scientist's work. Frank and the medical team are trying to help Olivia when they find movement in her stomach while performing an ultrasound. Frank is about to inject her with a powerful anti-parasitic when he is stopped by another member of the medical team, who shows him Olivia's blood work. At the hospital, Olivia and the baby are both revealed to be healthy. Frank asks how long she has been pregnant. Olivia is actually six week's pregnant with Peter's baby; when Frank asks her if she loves "him," her silence reveals that she does actually harbor feelings for Peter and not Frank. Frank tells her that is all he needed to know and leaves. Other Brandon tells Walternate that he believes he has found a way to bring Peter back to the other side. Later, Olivia returns home to a house that is filled with boxes and Frank is obviously moving out. Walternate comes to visit Olivia and tells her that he will take care of her, as she is carrying his future grandchild. At Park Slope in Brooklyn, Chris and Sylvia are going to an apartment party at the Rosencrantz Building. As they wait for an elevator, a woman, Mrs. Marcello comes down the stairs with her luggage. She tells them good luck using the elevator and goes outside. The doorman, Jimmy Smith, asks if she's leaving, and Mrs. Marcello insists that she can't spend another sleepless night in the building. The couple arrives at the party and the hostess, Kim Kimball, talks to Sylvia about Chris. The blender comes on by itself and Kim admits that it's not the first time appliances have turned on by themselves. Sylvia starts to choke on an appetizer and Rick Kimball brings Chris in to get her medication. As Mrs. Marcello gets in her cab, bodies crash to the pavement behind her as the partygoers fall to their deaths. Walter Bishop is at home making breakfast, and explains to Peter Bishop that he misses Olivia Dunham since they haven't seen her in the last couple of weeks since they haven't had any cases. Peter insists that it's none of Walter's business, and tells him not to force anything. Olivia arrives and Walter invites her in, and she quickly realizes he's set her up to spend time with Peter. As Walter slips out, Peter suggests that they talk about what is bothering her. Olivia tells him that she knows he still has feelings for her counterpart, Fauxlivia, and he's not being honest with her. Peter insists that he didn't tell her because he knows Olivia has trouble with personal issues. He explains that he had a chance to see what it would be like for the two of them to be together, and wonders who is keeping them apart now. Before they can discuss matters further, Peter and Olivia are notified of the incident at the apartment. They arrive with Walter, and Phillip Broyles explains that six people jumped to their deaths. There's no structural damage to the balcony or other indications of why they fell, and the patio furniture fell with them. Olivia talks to Jimmy, who talks about how he was helping Mrs. Marcello into the cab when everyone fell. He suggests that it's true that the building is haunted. Meanwhile, an older woman, Alice Merchant, watches the authorities examine the crime scene from her 6B apartment window. Kim and Rick tell Broyles that they dealt with Sylvia, and the six partygoers leaped to their deaths when they weren't looking. Peter and Walter examine the balcony and realize that the people who fell to their deaths must have slipped through the solid floor of the balcony. Olivia informs them that the residents think the building is haunted. Meanwhile, Walter flips a coin repeatedly and tells Peter and Olivia that it has come up heads ten times. He theorizes that their world is starting to come apart and it's starting at the Rosencrantz Building. At the lab, Walter looks for a seismograph to measure microquakes, and Astrid Farnsworth finally goes to get it. He snaps at the others and notes that the universe is collapsing, and the hole they're dealing with could lead to a vortex. He wants Peter and Olivia to gather as much data as possible from the Rosencrantz Building. Once they go, he tells Astrid to bring him the file on the commuter bus chemical attack from three years ago. When she wonders why, he snaps at her for questioning him and she hastens to obey. At the building, Peter and Olivia set up their equipment. They call Walter, who tells them to stay there for last-second calibrations. As they wait, Olivia wonders if it's the end of the world. Peter suggests they go to a nearby bar and get out of the cold. As they go, the old woman, Alice Merchant, enters the building. She checks her watch and enters the elevator, goes to her apartment, and takes a photo album off her shelf. In the bar, Olivia talks about knowing what it feels like to experience what Fauxlivia felt. She leans forward and kisses him, but then draws back and says she needs to get some air. Olivia goes outside on the street and Peter comes out after her. She explains that when they kissed, he glimmered, and she wonders if she's incapable of lowering her defenses. As they talk, Olivia looks up and sees a glimmer from 6B. In her apartment, Mrs. Merchant is looking at her photo album when a golden light fills the apartment. Peter and Olivia run up to the apartment and break in, and find Mrs. Merchant gazing at a ghostly figure of an older man. She explains that the ghost is her husband Derek Merchant. Later, Walter arrives and checks for radiation readings. He insists that there's no such thing as ghosts, although William Bell disagreed. Meanwhile, Olivia talks to Mrs. Merchant, who confirms that she's been seeing her husband's ghost for two months. She shows Olivia the photo album and explains that Derek was an amateur photographer, who took hundreds of photos. They traveled a lot because they never had children. Derek died when he flipped a coin to see which of them would change a fuse. He lost, there was a short in the wiring, and he died instantly. Mrs. Merchant started seeing him a few days after he died, when she was ready to die rather than be without him. Walter comes in and confirms that Derek owned the apartment for 40 years, and that Mrs. Merchant moved in after they were married. Outside, Walter explains that Derek's counterpart on the Other Side most likely owns the same apartment. The universe is breaking apart, and the apartment is the center of the rip. He worries that if the rip is so thin that Mrs. Merchant can see through the rip, then things are very dangerous. Back at the lab, Walter demonstrates how the barrier between universes will eventually shatter, creating a vortex that will suck in everything nearby on This Side. Astrid arrives with the files on the commuter bus attack, and Walter explains that they would do the same thing as their counterparts on the Other Side: use the amber substance to block the gap. The information has been sent to Massive Dynamic. They meet with Nina Sharp, who explains that they've been doing work with the Amber. Walter wants them to encase the entire block in amber to stop the breach from becoming a vortex. The others warn that it could cause a panic, but Walter insists that there's no other choice. The team meets and Olivia explains the procedure that their counterparts use to disperse the amber and seal the rifts. Broyles goes to tell the President what they know, and Peter suggests that there must be another way. He wants to determine why a breach is forming at the Rosencrantz Building, and they pull up information on all of the incidents there. In the lab, Brandon replicates the compound that Walter is looking for. Nina checks in and Walter admits that he can understand the decision that his counterpart, Walternate, came to make. Olivia goes over the building information, while Peter focuses on why Alice can see the Other Side. He figures that on the Other Side, Alice lost the coin flip and died. They go to Walter and Olivia suggests that the two individuals on either side of the breach, yearning for their counterpart, are creating the gap. Walter admits that it's possible and starts to test, while Astrid calls to tell them that there's more seismic activity at the Rosencrantz. The team arrives at the Rosencrantz and explain to Broyles that emotions are the key to seeing through to the Other Side, and creating the breach. Alice refuses to leave, and Walter explains that it doesn't make a difference how far away she is. She needs to break the connection on her own, and Olivia says that they need to convince Alice that the person she is seeing isn't her husband. Peter and Olivia go in to talk to her, and Broyles tells them to get out as soon as he alerts them that they're preparing the amber encasement. Olivia and Peter go to the apartment and find Alice contemplating the ghost of her husband. She tells them to get out, but Olivia tells Alice that she has to let her husband go before the rift opens. Olivia tries to explain the concept of parallel worlds, and how the people on the balcony died because Alice couldn't let go of her counterpart. The other Derek calls out to Alice, and he becomes more "real," enabling Peter to see him. In the street, everyone can see the shimmer. Broyles orders Peter and Olivia to get out, and Walter warns that the vortex is starting to form. They contemplate the remote device for the amber encasement, and Walter tells Broyles how to activate it. Broyles arms the device and gives Peter and Olivia a direct order to evacuate. Olivia tries to get through to Alice without success. Peter steps in and tells Alice that she has to give Derek up, and she's already had a lifetime with the person she loves. Meanwhile, the other Derek says that he and the girls miss her, and Alice realizes that he's not "her" Derek. She tells the other Derek that his Alice is gone, and he fades away as the vortex disappears. Later, Alice admits that she's not sure she'll ever understand what happened, but admits that with everything she's seen, she wonders if she might see Derek again some day. At Massive Dynamic, Walter is in his office looking out over the city when Nina comes in. She says that he should be proud that he saved so many lives, but Walter warns that what they experienced is a vision of things to come. Eventually the cracks will open, and spread, and cover the world. The best solution that Walter has is the amber, and he realizes that it won't be enough once the universes unravel. He admits that he doesn't know what to do, and Nina says that he needs to learn. Olivia comes to see Peter at home and brings a bottle to share a drink. As they toast to disaster averted, Olivia admits that she wants what he wants, and he asks what they should do about it. They kiss, she assures him that he's not glowing, and they go to the bedroom. On the Other Side at the Rosencrantz, Lincoln Lee and Fauxlivia examine the building but discover that their initial warnings of a Class 4 event are now negative. They visit apartment 6B and talk to Derek Merchant. He says that he didn't notice anything and he lives alone since his wife died. As Lincoln and Fauxlivia go, Derek looks at his photo album alone. At home, Olivia's Stepfather tells her to go to bed. She runs away from him and finds herself suddenly standing in a field with something looming over her. After a moment, she finds herself back at home. The next day, Elizabeth makes breakfast for Peter, who insists that he can tell she's not his mother and that Walter stole him from the world at the bottom of the lake. He insists that he's not crazy, and Walter has abducted him. Walter tells Miss Ashley to prepare some experiments to test Olivia, and theorizes that emotional stimulus triggered her ability to cross over. Elizabeth arrives with Peter, who notices Olivia. While they exchange glances, Walter tells Elizabeth that Olivia may be the key to getting Peter back. As he prepares to videotape Olivia's tests, identifying her as Subject 13, Walter writes a note to William Bell, saying that he needs some help and wants him to review the footage. He tests her emotional responses and gets no response. Walter notices her watching Peter, and then concludes that fear might work best. He turns off the lights in her lab and scares her with Nick, a boy posing as a corpse, and she transitions. Walter arrives in his office and finds Elizabeth going through Olivia's file. She's discovered that Walter has recommended that they return Olivia to her home and her abusive father, because he believes that the combination of love and fear trigger her ability. He warns that if he doesn't, it could take him years to find a way to cross over. Walter admits that he stole Peter, and if they don't return Peter, the people on the Other Side will come after Peter, just as Walter would do in their position. Ashley comes in and explains that Peter isn't in the common area. Elizabeth goes out and finds the discarded toy airplane. Walter goes into Peter's room and contemplates the empty bed. He then goes to Elizabeth, who says that she prays every day that their son is safe and someone is taking care of him. However, she warns that their marriage is breaking and she can't bear to lose Walter as well. Elizabeth asks him to stay so they can put their marriage together. The next day, Elizabeth wakes up in bed and discovers that Walter is gone. Walter drives to Bishop Dynamic and enters his office. After taking a drink, he looks out at the shuttle launch pad nearby. Back on this side, Ashley gives Walter Olivia's sketchpad, and the picture of her father as an ogre. At Jacksonville, Elizabeth and Ashley are talking to the police when Peter and Olivia come back. When she hears that her stepfather is coming to get her, Olivia insists on seeing Walter. She runs into her office and tells Walter that when her stepfather beat her, she crossed over into the other universe. Olivia begs him to stop her father. Walter comes in behind her, and Olivia realizes that the Walter she was talking to was in the other universe. At home, Peter apologizes to Elizabeth for running off. He asks her if he's ever going back, and she tells him that sometimes the world they have is not the world they want, and all they can do is use their hearts and imaginations to make the best of it. Elizabeth promises to take care of him no matter what. When Peter points out that she's not his real mother, Elizabeth claims that his illness has confused him and she's really his mother. Peter smiles and goes to wash his hands for dinner, calling her Mom. Once he leaves, Elizabeth breaks into tears and then pours herself a drink. On the Other Side, Walter calls to tell Elizabeth that he knows where Peter was taken. The Fringe team is called to the scene of a robbery of a metals repository; the body of Koenig, one of the thieves, shot by a security guard, inexplicably floats off the ground, while a second culprit has gotten away. They find that the thief has taken off with a supply of osmium, one of the heaviest elements, and an autopsy later reveals that the dead thief's body is filled with the metal. Tracking a security card on the body, they enter a warehouse where they find the second culprit Bill, dead, along with the bodies of several more people, all of them paraplegic. Walter Bishop identifies the physical behavior of osmium has been reversed, and by melting the osmium collected from the first victim using liquid nitrogen, they find the presence of the rarer element lutetium, typically only present in meteorites. Recognizing that the local science museum has a display of meteorites, the Fringe team is able to secure Dr. Krick, the man behind the osmium injections, and Vince who has taken Dr. Krick's injections as they attempt to steal the display. With Dr. Krick in custody, Walter learns that the man had worked in aerospace to find an alloy for fighter craft. He happened upon the combination of the osmium-lutetium alloy that generated a material lighter than air, and sought to refine a permanent solution to give his own paraplegic son, Michael Krick, the ability to walk, having promised the same to those that had died from earlier, lethal doses of the alloy. Walter, who has lamented to Nina Sharp his need to have William Bell back to make himself whole, realizes that the only reason the osmium-lutetium alloy became lighter than air was due to his own transgression into the parallel universe that has started to break down the laws of reality. To reverse those effects, Walter intends to use the idea of soul magnets, microscopic devices that can be ingested by a person to call forth the soul of another. Walter believes Bell had arranged for someone in the prime universe to be his vessel, and rings the bell that Bell had bequeathed to Nina, believing it the instrument that will activate the soul magnets and call forth Bell. Simultaneously, Peter Bishop has decided to open up to Olivia Dunham and shows her the five data discs from the Shape-shifters he killed after the doomsday device weaponized him. As he discusses it with her, Olivia hears the sound of the bell. She turns to face Peter, revealing herself to now be possessed by William Bell. Olivia Dunham's body has been possessed by William Bell. Though he promises that no harm will come to Olivia while he seeks a suitable host for his mind, Phillip Broyles demands that Bell leave Olivia in 48 hours. Bell begins searching local hospitals for a host. They are alerted to eyewitness accounts of a woman that, after jumping with another man from a high roof and crashing onto a taxi parked below, simply walked away. As the Fringe team investigates, they are approached by another FBI agent, Lincoln Lee, who identifies the woman as Dana Gray. Dana, who had been struck by lightning twice, was killed eighteen months earlier along with her family during a robbery of their home, but she apparently was able to walk away. Since then, she has appeared to commit suicide with several others, but always managing to walk away. Walter Bishop and Bell, in studying Dana's blood samples, find that her body may have been altered by several past lightning strikes, making her incapable of dying. Peter Bishop and Lincoln find that Dana worked as a suicide hotline operator, and in investigating her belongings, find that she appears to have a strong desire to take her soul to heaven or hell. Lincoln comes to believe that Dana may be looking for way to have her soul stowaway with that of another to join her family in the afterlife, and used the suicide hotline position to find those that are close to committing suicide. Another man is found dead by a self-inflected bullet wound, though Dana was seen leaving his apartment. Evidence in his apartment point to the construction of a bomb, and the Fringe team suspects that Dana knows its location and may be using it to kill several people simultaneously to increase her own chances of death. Peter calls her, using caller ID spoofing to disguise his number as that of her late husband. The background noise on Peter and Dana's conversation enables her location to be pinpointed to a commuter train. The train is stopped and searched, while Dana leaves on her own with the bomb, moving it far enough away from the train. The bomb soon explodes, and when Peter and Lincoln search, they find Dana's body nearby, finally dead, and the only fatality from the explosion. Peter returns home where Walter has invited Bell to stay the evening. Bell explains that he believes that Dana was finally able to die after serving a purpose—saving the lives of the people on the train. When church bells go off nearby, Olivia's personality slips through warning Peter before Bell regains control, fearing that his possession of Olivia's body has become more complicated than he thought. In the Alternate Universe, Walternate has been able to use the sample of Henry Dunham's blood to create a serum made up of half of Peter Bishop's DNA. He uses this serum to activate his doomsday machine at 6:02 AM. In the prime universe, this results in a series of unusual events, including the formation of a vortex that wipes out a long swath of land, including a herd of sheep and their herders that were on it. The Fringe Division learns that their version of the machine activated at 6:02 AM on its own, and Walter Bishop suspects the two machines are tied by quantum entanglement, with their version of the machine destroying their world to stabilize the parallel one. Unknown to the prime universe, Walternate's experiment has not affected the stability of their world. In the prime universe, Nina Sharp helps to set up Massive Dynamic's resources to track these occurrences, preparing to deploy limited supplies of the Amber substance to contain them if needed. Nina advises Olivia to find Sam Weiss, a man that William Bell had trusted and instructed Nina to also listen to. However, Sam has disappeared and cannot be found. Walter and Peter, along with Massive Dynamic staff, debate on how to disable the machine, but Peter realizes that he himself is the only option. Walter comes to recognize that The Observer's efforts from earlier were to prepare him to lose Peter. After preparing himself, Peter goes to touch the machine, but is sent flying by an electrical spark, wounding him and knocking him unconscious. At the hospital, Walter tries to find repentance from God for his actions, while Olivia arrives after hearing the news. She steps outside to observe the sunset when Sam Weiss runs up to her and demands to be taken to the machine to stop what is already happening. In the parallel universe, Walternate's machine has been detected by the Fringe division and Olivialternate and her team goes to investigate. When Walternate tells them to stand down, Olivialternate asks him about her recent mission to the prime universe and the part that she recovered. Walternate admits to her that the machine has been activated, having sacrificed his own son Peter to allow Olivialternate's son to live. Olivialternate becomes distressed at Walternate's actions, and later returns to Liberty Island to obtain the devices to allow her to cross to the prime universe, but is caught before she can use them. Walternate locks her away, seeing her as a traitor to his cause. In the prime universe, the doomsday machine creates numerous static lightning storms up the eastern seaboard. As Walter Bishop and Astrid Farnsworth see to Peter Bishop's recovery after his failed attempt to enter the machine, Olivia Dunham takes Sam Weiss to the machine. Weiss states that the machine is not meant to be a doomsday device, the strange effects a byproduct of machine's frustration believing that Peter is already inside the machine. Weiss suggests finding a proverbial crowbar that can be used to break the shield protecting the device to give Peter enough time to enter it. As Olivia travels with Weiss to collect a box and the key containing this crowbar, Weiss explains that he descends from a family of Weisses that found the incomplete collection of information on the First People and the device, and have sought to try to find the rest. Upon collecting both the box and key, they open it to find a parchment, revealing that Olivia is the crowbar. Meanwhile, Walter and Astrid determine that most of the effects of the device are occurring in the areas between western Massachusetts and Liberty Island—the locations of the doomsday machines in the prime and parallel universes respectively—aligned like iron filings around the ends of a magnet. Walter convinces Phillip Broyles to move the device to Liberty Island to reduce the area affected by the strange events. During this time, Peter wakes with confused memories and leaves the hospital, traveling to a location in New York City and buying a silver dollar coin from a pawn shop. Olivia and Weiss bring the parchment to Walter, who recognizes Olivia's telekinetic powers must be used to turn off the machine in the parallel universe. To prepare Olivia they use the quantum entangled Selectric typewriter that the Shape-shifters had used to contact the Alternate Universe, having her attempt to use the parallel universe's version to send a message to the prime universe's one. Olivia struggles with trying to activate the typewriter without success, even with Walter's support. Peter is soon discovered in New York, about the same time that the machine has been moved into position. Walter and Olivia rejoin him, finding him confused and believing himself to be in the parallel universe. Peter eventually comes to his senses, Walter believing the state a temporary result of the head trauma. Astrid calls the trio from the lab, revealing that the typewriter is typing out "Be a better man than your father", a phrase Olivia and Peter have talked about before, ensuring Olivia can disengage the parallel universe's device. After doing so, Peter takes a moment to recall the events of his life including Walter and Olivia, and then steps into the machine. Peter wakes up on a war-torn street in New York City. He finds himself in the future, facing the completed One World Trade Center, dedicated in 2021 to the victims of the September 11 attacks, but falls wounded into the arms of Agent Harrison of the militarized Fringe division. Walter continues to study the Central Park wormhole and discovers that it links to the past, approximately 200 million years ago. He comes to realize a temporal paradox: he will have sent the device piece by piece into the past, effectively becoming the First People mythos, and convinces Peter they can influence Peter in the past by having him experience the end of days and make a different decision when he enters the machine. Peter Bishop has been trying to understand and use the Machine to return to his original timeline, with Walter having become more open and willing to explore the nature and mechanics of the device. Olivia is curious about the state of her relationship with Peter in his original timeline and tries to learn more from Peter. Several drivers find their cars malfunctioning along a stretch of highway in Vermont, followed shortly by a crash of an airliner nearby. The Fringe team is called to investigate, Walter coming along for the first time in years. Walter identifies that the cars and plane were influenced by a strong electromagnetic field. Olivia, Peter, and Walter travel to a nearby small town, Westfield, to gathering evidence. While stopping at a diner for a bite to eat, the proprietor, acting delusional, turns on the group, and they are forced to kill him. They find other bodies that, like the dead cook, exhibit double irises or a second set of teeth. They also free a barely-surviving man, Cliff, in the back room that the cook had attacked earlier. As Walter tends to Cliff's wounds, Olivia and Peter realize the town is practically deserted and communication with the outside impossible. They find themselves unable to leave the town when they try to drive Cliff to a hospital; leaving on the main road brings them right back into the town. As Cliff recovers, he explains that three days ago the population starts suffering from an delusional outbreak, acting as if they had lived a second life, killing friends and loved ones as if they didn't know them. They regroup with survivors at the local high school, where Walter takes blood samples to try to identify the cause. After one of the survivor kills herself after coming down with symptoms, Walter realizes that those affected have twice the normal count of human DNA and have a higher rate of mitosis creating duplicate body organs. Walter concludes that those infected have somehow been merged with their doppelgangers from the parallel universe, giving them the strange biology and a second set of memories; the few unaffected, like Cliff, likely had a doppelganger that no longer resided in the parallel universe's version of Westfield. Combined with the inability to leave town, Walter surmises that someone has merged the two versions of the town into a single location, an experiment that he and William Bell had performed on a much smaller scale years ago when studying the parallel universe. Olivia, who had earlier felt the same delusional effects that Cliff described, is relieved to hear from Walter that her biology is normal. Suddenly, the town is struck by seismic effects, and from the school's roof, Fringe and the survivors witness trees and buildings shimmer out of existence. Walter reveals this as the affect-effect of the universes being merged, the collapse and destruction of both merged masses. He and Peter quickly rationalize that the center of the merged town would act like the eye of a storm, and locate this point, a bicycle shop. Fringe and the survivors race ahead of the collapsing field and make it to the store in time. After the collapse, all of Westfield but the few buildings around the bicycle shop have vanished, leaving barren wasteland around for miles. The remainder of Fringe division is able to reach the survivors and help them; Olivia learns that they found several strange devices equipped with amphilicite planted around the perimeter of Westfield, and believes them to have been set by David Robert Jones for nefarious reasons. After returning home, Peter goes to visit Olivia, finding that she has ordered out for them; Olivia then kisses Peter, and he realizes that this is something the Olivia from the primary timeline would have done, and not the one from the new timeline. The alternate universe's Olivia and Lincoln track down David Robert Jones to a warehouse, unaware that Colonel Broyles had alerted Jones to their arrival. Jones waits until Olivia and Lincoln arrive before destroying one of his beloved shapeshifters, warning that if he's willing to destroy someone he loves, they should fear what he would do to anyone else. He asks to be taken to Fringe headquarters. There, Peter and the prime universe's Lincoln, having been cleared to return to the prime universe, are present when Jones is escorted to an interrogation room. Peter recognizes Jones and offers to interrogate him; Peter is able to throw Jones off guard, revealing that he knows Jones had crossed over from the prime universe and that his scars showed he'd suffered injuries as a result of being teleported out of prison. Jones makes a demand for a hard drive, containing satellite tracking data, to be returned to him and to let him go or else his agents will launch terrorist attacks; this is demonstrated when one agent sets off a biochemical agent in a hospital ward, killing all inside. They let Jones go after secretly fitting him with a tracking device by placing it in his tea. However, due to Broyles' interference, Jones is able to elude the tracking system, leaving the prime version of Lincoln suspicious of a mole within Fringe. Peter and Astrid study the data from the hard drive, and identify that Jones appears to be looking for a mineral in appreciable quantities in a nearby quarry that, when processed correctly, can create a hole in the universes. Peter realizes too late that the maps are those of the prime universe; Jones has crossed back over with help of his shapeshifter agents there to access the quarry. Peter and Lincoln return to the prime universe to catch up to Jones, but arrive too late as Jones takes a load of the mineral back to the alternate universe. The two Fringe teams meet and agree they must work together to defeat Jones, even though they know that Jones has been ahead of them. Peter recognizes that he knows Jones from the alternate timeline and is a variable that Jones has not accounted for. Later, the viewer is shown that Jones is communicating with Nina Sharp of the prime universe, who is preparing an unnamed woman for Phase Two of their plan. Meanwhile, Walternate and his wife Elizabeth discuss helping Peter. Elizabeth crosses to the prime universe to meet with Walter and to gain his help to assist Peter, which he has been reluctant to do, believing he has been given no sign of absolution for taking Peter from her. Elizabeth assures him that she had forgiven him long ago. Walter returns to Peter that evening and offers Peter his help to return home. The Fringe division tracks down a series of deaths of wives shortly after the passing of their respective husbands. Discovering traces of the husbands' DNA on the bodies of the wife, Walter Bishop suspects that the killer is using pheromones taken from the husband to get close to the wives, using the substances as a perfume. Further identifying castoreum within the pheromone mix, they identify the murderer as Anson Carr, a former and disgruntled employee of a perfume company inflicted with a rare skin disease. They arrive at Carr's home to find another husband, already dead, in a dehydration chamber, and race to protect his wife. When no attack befalls the wife, Olivia Dunham realizes that her husband may have been having an affair, and races to the mistress' home, stopping Carr before he can kill her. As he is taken away, he admits he was trying to discover what love was so that he could allow the entire world to share in it. During the investigation, Olivia finds that the memories she is gaining from Peter Bishop's original timeline are overriding her original memories. Nina Sharp becomes concerned and suggests that Olivia talk to Walter to help reverse the memory loss. During the case, in talking with the latest victim's wife, Olivia realizes that she is truly in love with Peter. After the conclusion of the case, she admits to Nina that she will let the memory alterations continue, even if this means she will forget the times she spent with Nina during her childhood. Olivia asks Nina to forge a new relationship with her after her old memories disappear. Simultaneous to these events, Peter has attempted to flee to New York City and points beyond to stay away from Olivia, fearing that staying near Olivia would further erode her original memories. Walter calls him back, identifying that the Observer September implanted something in Peter's eye. The small disc reveals a nearby address, where Peter finds a stash of September's Observer equipment, including a GPS-like device that leads him to the beacon. Peter brings the beacon home and is ultimately able to activate it, causing September to appear. September states the beacon allowed him to return after the other Observers hid the universe from him. In response to Peter's questions about trying to return to his own timeline, September states that Peter is actually home; he was never truly erased from time as his love for his friends, and their love for him brought him back. September soon vanishes, and the beacon buries itself in the ground. Peter and Olivia meet on the street and join each other in a passionate kiss. Peter fails to gain the support of the prime universe's Walter in returning to his original timeline, so Peter schemes with Olivia and Lincoln to travel to the parallel universe so that Peter can ask Walternate for help. To avoid crossing over via the Machine Room, Lincoln retrieves Walter's original dimension-crossing device, which in this timeline has been acquired by Massive Dynamic. The plan is for Lincoln to pose as the parallel universe's Lincoln and bring Peter to Walternate. Peter does not learn until later that Olivia has told Lincoln to discover whether Walternate is behind the appearance of a new class of shapeshifters. Olivia remains behind while Peter and Lincoln cross over at the Orpheum theater, which Peter knows is a soft-spot from his original timeline. Though Lincoln temporarily succeeds as posing as his doppelganger, Lincoln and Peter's real identities are soon discovered by the parallel universe's version of Lincoln and Olivia, having been called off a case involving a shapeshifter by Walternate himself. As Lincoln and Peter are being taken back to Fringe headquarters, their van's driver diverts from the convoy after receiving a call. Before Fauxlivia and Lincoln arrive, the driver shoots the other Fringe agent and appears to be preparing to shoot Peter and Lincoln when Peter shoots the driver. Lincoln distracts Fauxlivia and the other Lincoln allowing Peter to get away. They lock up Lincoln in a closet at Fringe headquarters as Olivia tries to convince alternate-Lincoln that Walternate's actions are suspicious: Walternate had taken them off of a case involving these new shapeshifters, clearly a Fringe case. Olivia speculates that Walternate might be behind these new shapeshifters. Peter travels to his mother, Elizabeth's, home and convinces her to take him to Walternate. There, Walternate reveals that he had already known about Peter, as he had been "spying" on the prime universe. Peter explains that the prime universe does not trust Walternate, believing him to be responsible for the new shapeshifters. Walternate calls in his lead scientist, Brandon, to vouch for him, but he surprises Peter by shocking Brandon unconscious with a special device, revealing Brandon to be a shapeshifter. Walternate is aware that these new shapeshifters have started to infiltrate his government, and the only reliable method he has found to detect them is the tazer-device, but that this will not be effective as it is fatal to humans. He requests for Peter to return to the prime universe to gain their trust on his behalf, as he believes that Peter, as a neutral party, is the only person he can truly trust. Only then will Walternate help him return to his timeline. Fauxlivia and Lincoln discover the location from where a phone call to one of the drivers was made, and get Broyles' permission to investigate the source. After they depart, Broyles contacts David Robert Jones, and warns him of the arrival of Fauxlivia and Lincoln; Jones is shown to have several more shapeshifters ready for deployment. In the prime universe, Olivia wakes up at the theater to find the Observer September sitting in one of the theater's front rows, shot in the chest. September warns her that he has seen all possible futures, and all of them include Olivia's death. The Observer disappears before she has a chance to help him or call for an ambulance. Olivia and Peter return to Walter's laboratory, finding both he and Astrid missing. As they try to discover their whereabouts, Olivia receives a call from Jessica, believing that someone is following her. They are unaware that September has arrived at Jessica's house, but finds himself stuck to a "statis rune" written into the floor preventing him from moving; by the time Olivia and Peter arrive, Jessica and a section of the floor with the rune have gone missing. Sometime later, as Walter prepares a snack in his lab, September appears before him, telling him, "We must warn the others. They are coming.". Peter Bishop is still being held by Fringe division who have yet to fully trust him. Walter Bishop still doesn't believe that Peter is his son, but, under orders from Broyles, studies him as a generic test subject. The sequence of time fluctuations are found to occur along a Golden spiral. Fringe learns of several cases that involve time fluctuations, and because of Peter's appearance, bring him along to examine the scenes, believing that he may be partially responsible for the events, in that his appearance may have caused further tears between the prime and parallel universe. They find the time events are localized, reverting the affected area to conditions four years ago for short periods of time before dissipating, such as a building reverting to a fire-torn state, or a train crossing on a long-disused set of tracks. Peter finds himself further jumping through time near these events. Peter, along with Olivia and Lincoln return to Walter's lab to try to find a pattern in the event, though Walter initially refuses to help with Peter's involvement. They soon discover that the events occur along a spiral defined by the Golden ratio, and believe they will find the source of the disturbance at the epicenter of the spiral. Lincoln and other agents use an extent of the spiral to try to predict future mishaps that may be more damaging. Near the center, they find a suburban home that is surrounded by a time bubble that unsuspectingly disintegrates an agent when he walks through it. Isolating the extent of the time bubble, they find the home belongs to the couple Raymond and Kate Green; Kate was a distinguished professor in physics at a nearby university until four years ago when she got ill. Walter devises a portable Faraday cage that Peter offers to wear to enter the time bubble safely. Inside, he finds Raymond, using Kate's research, has constructed a giant machine in the basement of their house that creates a temporary time bubble. Raymond admits that Kate suffered a rapid onset of Alzheimer's disease four years ago, but has been using Kate's research to return to when Kate had her mental capacity and encouraging this version of Kate to complete her research to permanently stabilize the bubble. Kate, seeing this equipment for the first time, admits that she just completed the equations in her head but has not had a chance to write them down. When Lincoln reports a time event occurring that threatens to drown travelers in an underground tunnel due to the tunnel not having existed four years ago, Kate informs Raymond that she knew about these side effects, and encourages Fringe to not prosecute Raymond since he was unaware of these effects. As Peter completes negotiations for Raymond, Raymond encourages Kate to write the remaining equations in his notebook, planning on using them after some time to recreate the stabilized time bubble. With Peter's assurance of Fringe's offer, Raymond disables the time bubble, returning time in the house to the present where Kate is confined to a wheelchair. The Fringe division and the FBI remove the time bubble equipment from the house; Raymond, having kept Kate's notebook, discovers that she had marked over all the equations, leaving a final message to him to keep on living his life and giving her his love. Back at Fringe division, Peter notes that Raymond's success with the time bubble started simultaneously with his appearance in the alternate timeline. Broyles thanks Peter for his help, and offers to let him stay in the home Walter has on campus. Peter attempts to try to explain to Olivia of this timeline his relationship with the Olivia of his original timeline. The next day, Eugene arrives late to the elevator that he rides every day in order to be around Julie, a woman he is infatuated with but has never talked to. He is amazed when this time Julie talks to him, mentioning that she sees him every day in the elevator at this time and thought he might be catching a cold that is going around when he almost didn't arrive this day. He introduces himself and watches as she leaves the elevator, collapsing to the floor, succumbing to his treatment and dies, with a smile on his face for finally being seen. As Olivia reports Eugene's death to Nina, she wonders if she herself, having been part of the Cortexiphan experiments, is unable to feel for others. Olivia is seen thinking and talking with Broyles about what the bald man, also known as September, said about how Olivia has to die. Broyles believes that the man threatened her whereas Olivia believes that he was trying to warn her about her future. Broyles wants Olivia to be extra cautious, but Olivia wants to continue doing her job to the best of her ability. A teenage girl is seen drawing across the street when she sees a man walking with his coworker. She chases after the man and gives him her drawing of his death. Right after she runs away, the man is killed by a girder from a construction site he was walking near, replicating exactly what her drawing of him was. The Fringe division arrives at the scene and learns of this girl and her drawing. They find out that her name is Emily Mallum by indentifying her after looking at security footage from around the area. Olivia and Lincoln Lee are asking people in a building when they encounter Emily's father Jim Mallum. He and the rest of the Mallums lie to the Fringe agents, pretending they don't know who Emily is. However, Olivia notices a backpack just like Emily's in the Mallums' apartment and knows they were lying. Just as Olivia and Lincoln are leaving the building, they run into Emily outside. They start asking her questions about her drawings and her ability to see deaths right before they occur when Jim runs out, not wanting Emily to answer any more questions. Jim tells them that he has been moving his family around the country constantly to avoid who he believes are people from Massive Dynamic trying to experiment with Emily's ability. Right before Jim and Emily leaves, Olivia leaves them her card, asking them to call if they ever need any help. Olivia goes to confront Nina Sharp about Emily. Nina admits that Massive Dynamic was interested in Emily and wanted to study her abilities. As Olivia and Nina are talking, Olivia compares what they did to Emily to what happened to her as a child in the Cortexiphan trials. Olivia then receives a call from Emily, wanting to tell Olivia something. Olivia finds Emily sitting on a park bench near a lake, where Emily then shows her drawing of a pile of dead bodies after seeing a man on the bus and failing to catch up to him to warn him. She tells Olivia about her "gift," how whenever she is near people who are about to die, she sees images of their death in her mind. She also says that no matter what she has tried to do to prevent it from happening, her visions have always come true, and she worries about the pile of bodies she saw. As the drawing does not say much as to where it will happen, Olivia decides that Walter can help Emily. Walter believes that Emily's brain is able to pick up on a type of vibrations that flow backward in time as traumatic events happen. Olivia alerts Jim as to Emily's whereabouts, and after his consent, they follow through on an idea Peter has of Walter hypnotizing Emily to let her explore the moment she got her vision of the dead bodies. As she walks around within her vision, she notices a sign where Peter realizes is a courthouse and that the deaths are the result of an explosion. She is also able to help the Fringe team identify the man she saw on the bus that sparked her vision, Albert Duncan. They realize that Duncan wants to blow up the courthouse, and the judge who ruled against him in a child custody case that he believes ruined his life. Peter gets the idea to block the radio frequency that the radio detonator is on, which stops the detonator from working. Duncan, however, reveals that he has a second bomb attached to him, but Olivia succeeds in talking him out of detonating the bomb. Everyone is alive, and Duncan is taken into custody. Olivia calls Emily to say thank you for helping them with the case, but Jim is the one who hears the message. He goes to Emily's room to pass on the message when he discovers her missing. He believes that the black van he saw earlier that day kidnapped her, alerting the Fringe team what happened. It turns out, though, that the black van was just a dry cleaning delivery van. Olivia suddenly realizes where Emily went and tells Jim to meet her at Emily's park bench by the lake. Olivia finds Emily sitting in the cold and calls for help. Jim sits down next to her and tries to convince her to hold on until help comes. Olivia then notices the drawing beside Emily: Emily and Jim sitting on the park bench with Olivia watching them. She realizes that Emily is dying. Jim embraces Emily as she dies from a sort of stroke that resulted from the overload of electrical activity in her brain, the very thing that gave her her ability. Later on, Olivia and Peter are talking about Observers and how they are able to exist in time simultaneously. She wonders if whatever they say will happen can be changed, and Peter replies saying that he doesn't think it can as they have already seen it happen. In the evening, Nina visits Olivia at her apartment where Olivia tells Nina about her migraines. Nina promises to send her some of Massive Dynamic's new medicine that can help with her migraines. As Nina and Olivia are inside the apartment, an Observer is seen watching them from the outside. Meanwhile, the prime universe's Fringe team learns of the death of a man who had just learned that he only had a short time to live due to cancer; his death was not natural, however, instead caused by a toxic aerosol spray that leaves him with bloody tears, giving him the appearance of the "Tears of Ra". Walter identifies the poison as something that is highly unlikely to have been discovered scientifically, in either universe. They are alerted to another man, Jared, who had just survived a car accident but leaving him paraplegic. Jared explains about a man that claimed he could see past, present, and future, and wanted to save Jared from suffering as a paraplegic by killing him before the accident; instead Jared ran, scared, into the accident himself. With information from Jared and help from the parallel version of Astrid, they recognize their man as a TSA agent at the airport who had cleared all his victims prior. When Peter and Olivia approach him, he eludes their capture. Olivia and Peter learn their murderer is Neil, a former professor from MIT. A colleague there explains that, after spending a period at his lake house, Neil became fascinated by a series of high-level equations, ignoring work duties to study them and eventually abandoning his position. The two become concerned when they learn the lake house was on Reiden Lake, where, in this timeline, Walter had unsuccessfully tried to bring the parallel universe's version of Peter back over, and where Peter had reappeared within this timeline. At the lake house, they learn that Neil survived a car accident as a child that took his father and brother. Realizing Neil's mother is still alive, the two descend on her home, and find Neil there. Neil explains to his mother that, shortly after the accident, he had overheard her claiming that God took the wrong son, and has been trying to act as a savior to prove her wrong. As the Fringe team bursts into the home, Neil recounts that angels don't belong on earth, and fires a gunshot towards Olivia, upon which she returns fire and kills him. As the scene is cleared up, Olivia realizes that Neil had purposely missed her to get her to kill him, since he would not have become an angel if he took his own life. The parallel versions of Astrid and Olivia soon return to their universe after warm goodbyes; the prime universe's Astrid is shown returning home into the welcoming arms of her father, despite what she had told her doppelganger. At Neil's mother's home, two Observers, including December but not September, locate Neil's safe and find a glowing blue tube. They recognize the tube as belonging to September, apparently lost when he had unsuccessfully tried to save Peter at Reiden Lake in 1985. The other Observer tells December that Peter has reappeared in this timeline. When Peter Bishop realizes that Olivia Dunham is experiencing memories from the Olivia of his original timeline, he convinces her to allow his father Walter to examine her. They find nothing immediately wrong with her brain, but Walter takes some hair samples for testing. With Olivia out of earshot, Walter scolds Peter in the belief that Peter is--perhaps unintentionally--empathizing his memories onto Olivia, who as a child was highly emotionally attuned to others. The Fringe division learns of a case of a teenager, Sean Martin, in a mental institution who, while in a nighttime trance, reportedly related in perfect detail the distant murder of a reporter by three teenagers. Sean explains that he hears voices from "outside" his head, leading Walter to believe that some type of telepathy is involved. Sean's transcription of the voices he heard during the murder leads the team to a subway bathroom, where they discover blood from an assailant injured in the attack. Astrid stays with the boy as he is purposely taken off his medications, hoping to identify the voices that he hears. Analysis of the assailant's blood does not produce an identity, but Walter realizes that the sample shares a similar genetic anomaly with Sean's DNA, a trait that can only be shared by common ancestry. Olivia and Lincoln learn from Sean's mother than Sean was conceived by in vitro fertilisation, and that the deceased reporter had visited her a few days before, looking into the process. Walter concludes that Sean is reading the thoughts of other in vitro children that share the same genetic trait and are protecting themselves like animals. The team locates the doctor that performed the process, Dr. Owen Frank. Dr. Frank admits that he modified and donated samples of his own DNA to re-introduce instinctive traits back into humans, attempting to build "a better human being". Walter recognizes that the children who share this trait are likely killing to prevent their genetically modified nature from becoming public. Dr. Frank provides Olivia and Peter with the location of his files, unaware that several of his progeny have already arrived there and are lying in wait. As Olivia and Peter discover the destroyed files, Sean hears voices plotting to ambush them, and Astrid is able to alert Olivia in time for her and Peter to defend themselves and capture their attackers. However, a second pair of teenagers suffocates Dr. Frank. With the doctor dead, Sean is no longer is able to hear any voices, a situation he both welcomes and fears losing. Walter discovers from Olivia's hair samples that she has recently been given doses of Cortexiphan. He and Lincoln confront Nina Sharp and demand an inspection of Walter and William Bell's Cortexiphan samples, which were stored in Massive Dynamic's headquarters under biometric security measures. Nina shows them the vials, but Walter recognizes that the Cortexiphan inside has been replaced with food coloring, implicating Nina. After completing the case, Olivia and Peter stop at a gas station on their way home. Olivia discusses the lifestyle they had in Peter's timeline and he confesses that he can tell from her eyes that Olivia is the same as from his original timeline. After a brief kiss, Olivia leaves the car to use the restroom, but Peter discovers that she has disappeared. Elsewhere, Olivia regains consciousness tied up in a tiled room, along with a fatigued Nina tied to a chair opposite her, telling her that everything is all right. Olivia Dunham has been taken to a disused medical facility by David Robert Jones and his agents. She is placed in the same room along with Nina Sharp, also secured to a chair, revealing she was also abducted by Jones the night before. Jones arrives and asserts that Olivia has great abilities due to her Cortexiphan doping but must coax them out of Olivia. Jones presents a light box test that Olivia should be able to activate with her mind, torturing Nina to create the emotional driver, but Olivia admits she can't do it without rest. During this period, Olivia, whose memories are a mix of her own and that of Olivia from Peter Bishop's timeline, asks Nina to help her make an emotional connection. Nina describes how Olivia came to live with Nina. Olivia is able to remember some of it, but says that her Cortexiphan abilities could only be induced by being near Peter. Nina experiences a pain in her stomach and is taken away, when it is revealed she is working with Jones. She tells him what Olivia told her about Peter. , but she recognizes that this Nina is not the real one. Olivia continues to play along, explaining to Nina that her Cortexiphan abilities could only be induced by being near Peter; Nina fakes illness to be extracted from the room, where she explains that they need to abduct Peter. Following Olivia's disappearance, Peter and Lincoln Lee search her apartment and discover a surveillance camera. Peter takes its memory device, which has been overwritten numerous times like a palimpsest, to Walter Bishop's laboratory, using forensic tools to examine previous images on the disc. Lincoln and Phillip Broyles interrogate Nina, who was taken into custody. They tell her that someone with Nina's bio-metric signature had accessed the Massive Dynamic supply of Cortexiphan over the last few months; Nina is surprised by this but refuses to talk. As they work, Walter accuses Peter of taking advantage of Olivia's state, even if unintentionally, imprinting his memories of Olivia of the original timeline onto her. They identify a face on the recording belonging to Leland Spivey, a man with ties to Jones and Nina Sharp. Spivey died years ago, and Peter suspects Jones is bringing people from the alternate universe over to work with him, and that they are dosing Olivia with Cortexiphan for nefarious purposes. Their work is disrupted by the sudden appearance of the Observer September, bleeding from a chest wound. September collapses and is nearly dead; Peter decides to use Walter's equipment to enter the Observer's mind to try to learn of Olivia's location. Within September's consciousness, Peter learns the Observers are a team of scientists from one possible future of humanity, having used technology to travel to the past to witness their own creation. September, however, disrupted events by attempting to observe the point where Peter's cure was discovered, and his disruption has since caused several unintended changes within the timeline, including the war between the two universes. Ultimately, this would lead to the birth of Henry, Peter's child with the parallel universe's Olivia, which September claimed never should have happened and is a catalyst for disruption of future events. By Peter entering the Machine and altering the timeline, Henry also ceased to exist. September explains that Peter's reappearance may be a means to set things right, and insists he find a way to reunite his romance with his original Olivia. As the reality of September's mind breaks down, claiming "they are coming", the Observer tells Peter to "go home". Peter is suddenly woken up in the lab, September's body goes into convulsions and vanishes, with a nearby table falling over. Peter suspects that September's message might have been literal, and returns to his home, where he is knocked out by Jones' men. He is brought to the same facility as Olivia and tied up. As they prepare to torture him, Olivia begins to use her powers to activate the lights, not only on the box but within the facility, creating electrical sparks that kills one of Jones' men. She reveals that she knows that "Nina" is not the real Nina, as she got a detail wrong in the story of how Olivia came to live with her, and that she told Nina that she needed Peter to activate her abilities, knowing that Jones would bring him here. As Jones and Nina retreat, Olivia frees Peter and they give chase, though Olivia suffers from a seizure, following excessive use of her powers. They catch up to Jones and Nina as they are crossing back to the parallel universe, and even though Olivia fires a bullet through Jones' neck, he is only momentarily stunned, a side effect of his previous teleportation. Jones and Nina escape through the portal. Peter contacts the authorities to bring medical help for Olivia. As they are waiting, Peter admits to Olivia that he fears what he has done to her memories, and has seen his original Olivia through the Observer's memory. He leaves her, believing that staying away from Olivia would be for the best. Olivia Dunham, having willingly accepted the replacement of her memories with those from Peter Bishop's original timeline, is put under psychiatric evaluation and determined to be unfit for field work. Lincoln Lee is put in charge of the Fringe team, though he is upset that Peter has won over Olivia's heart over himself. The Fringe team is alerted to a case involving a passenger, Marshall Bowman, on a plane that had transformed in a strange beast, due to a "designer drug" he had injected himself with. Peter immediately recognizes as a case from his original timeline but in this timeline, Bowman never fully transformed on the plane, allowing it to land safely. However, after the plane landed, while under investigation by the TSA for his outburst on the plane, Bowman transformed and attacked the agents before dying. Peter is able to use his recollection of the case to lead them to Daniel Hicks who was to receive the designer drug before he too transformed. Olivia, with Peter's memories, join them at Hicks' house, where Hicks, now transformed, escapes, injuring Lincoln. Walter worries that Lincoln may be infected by the virus, and keeps him in the lab to study him. Meanwhile, Peter identifies a tattoo on Bowman's corpse; he enlists the help of Edward Markham to identify it as a cuneiform of a group that wants to create a new evolution of mankind. Tracking information from the group points to an old document created by Massive Dynamic, but Nina Sharp, on searching the company's records for other work in human transformation, finds the project files deleted by David Robert Jones. Watching Lincoln's behavior, Walter identifies that those infected with the drug use fat stored in their body as energy to fuel the transformation, while drugs carried by Bowman would be used to slow the transformation, allowing the user to survive it. Walter further identifies that the creatures are likely acquiring fat from the residue of plastic surgery clinics. Further recognizing that the Hicks creature is nocturnal and can fly, Lincoln leads the team to stop the creature along with a human female companion that was caring for it. The creature is killed, while the woman, brought in for questioning, is unable to supply answers about where the design drug originated from. Phillip Broyles enlightens Olivia to the fact that while she may be losing part of her memories, she is still considered an asset and allowed to continue. Walter speculations that Jones may be using these transformed humans as part of a scheme to take control of the fate of humanity. A small container ship is revealed to contain a number of other transformed humans and other creatures at sea that are kept locked in cages in pairs. Agent Lee volunteers to go to Other Side to deliver the Prime Universe’s files on Jones since he has nothing better to do and everyone else is preoccupied. On the Other Side, a woman is attacked by a mugger only to be rescued by a shadowy figure. The figure lets the woman flee but advances on the terrified mugger when he sees the stranger's appearance. Arriving on the Other Side, Agent Lee meets Bolivia for the debrief, but she ropes him into a case the Other Side is working on involving a vigilante. The Other Side denizens are also in a good mood, as the energy from the Bridge is having a restorative effect on their universe; the atmosphere is improving, rifts are sealing, and as a result, Amber zones are being reopened to the public. At the crime scene, they discover the mugger's body has been warped beyond recognition while the Vigilante, now wearing the mugger's face, is removing his things from an abandoned church. He flees when some workers sent to work on deactivating the Amber get unusual readings. Entering the church, they find the basement is full of mutilated bodies and heads. Arriving at the church, Lincoln and the Fringe team investigate. Bolivia finds evidence that someone or something was living down there and she and her Lincoln realize the creature fled because the Amber was being unsealed. While examining a body, Lincoln finds a puncture mark in its palate and develops a theory. He asks alternate Astrid to run a scan to find out times of death for the bodies and match them up with camera sightings of the victims. The team is shocked to find that the victims are showing up on the cameras days after their deaths. Agent Lee declares they are dealing with a Shapeshifter. At a soup kitchen the vigilante shapeshifter sits down to eat when another homeless man points out a wound on his neck. The wound looks like a tumorous mass and the panicked shapeshifter flees. Colonel Broyles is skeptical of Lee's claims that the vigilante is a shapeshifter as Jones has no reason to send one of them out to attack criminals. He says Agent Lee is just obsessing since his partner was killed by a Shapeshifter. Agent Lee points out the wounds on the victims’ match the biomechanical shapeshifters' M.O.'s in the Prime Universe. After they leave, Broyles contacts alternate Nina to inform her the "mistake" is still alive and she sends an assassin out to deal with it. Elsewhere, the shapeshifter attacks a drug den where he pins down a drug dealer unaware that a second one is hiding in the next room. Holding his victim down, the shapeshifter then helps a tentacle-like appendage emerge from his mouth which latches on to the other man's palate and starts feeding. The second dealer calls the police and Fringe team intercept and blockade the area. Lincoln is separated from the group and attacked by the shapeshifter, who surprisingly spares Lincoln's life and then is quickly captured by the team. Broyles informs Nina who gets the assassin in position. Curious about the Shapeshifter sparing him, Lee convinces Bolivia to let him talk to it to get information about Jones and the other Shapeshifters. Looking through its stolen goods, he finds a picture of a boy and wonders aloud if the creature was keeping trophies of its victims. The silent shapeshifter then speaks, saying the picture belongs to him and Lee speculates if the creature was a father before Jones got to him. The creature -- who is called Canaan -- says the boy was his girlfriend's son but they both left him and then acted like he never existed. All he ever wanted was to be remembered, or at least missed by someone and Jones approached him promising to make him special and the first of a new breed. Lincoln realizes that the creature is a prototype shapeshifter, but Jones abandoned him when he turned out flawed. Aside from his vampiric need to survive on DNA, he still has his humanity and is not mindlessly obedient. Lee tries to convince Canaan that he doesn't have to protect Jones as the scientist sees him only as a failed experiment, but Canaan doesn't believe him. The team prepares to move Canaan only to be ambushed by the assassin from the roof. No one can get a clear shot until Bolivia hits him with a near impossible shot, though not before he hits alternate Lincoln in the chest. Before he is taken to the hospital, Alternate Lincoln tells Bolivia that someone in Fringe Division must have let Jones know their procedure for transferring Canaan. Lincoln angrily confronts Canaan, pointing out the attack was meant for him. He tells the confused and distraught creature it has to now choose between being his own man or a broken puppet. At a secret base, alternate Nina oversees the conversion of more shapeshifters as the assassin returns. He tells her he took care of Canaan, but he is angry that Bolivia nearly killed him in the process, to Nina's amusement. Suddenly alarms go off as the base's computer detects a hack and Nina realizes too late that the man in front of her is actually the prototype shapeshifter. She tries to flee, but is caught by Fringe agents. Exploring the base the team comes across much useful information on Jones' operation, the most significant find being a tracking grid of all active shapeshifters. During this time, word gets to the team that Alternate Lincoln did not survive his injuries, which devastates Bolivia. Lincoln takes Canaan over the bridge to meet with Peter and Walter to see if they can undo the damage caused by Jones's experiments on him and give him a new home in the Prime Universe. Lincoln tells Bolivia that he is going to stay in the alternate universe for awhile to help track down the shapeshifters. Three people in the prime universe are killed simultaneously when they are thrown into the air and into the ground by a mysterious force. In examining the bodies, the Fringe team discovers marks on the bodies consistent with seat belts. When they consult with the parallel universe's Fringe division, they learn that the doppelgangers of the three victims had died in a plane crash at the same time as the deaths in the prime universe. Walter Bishop suspects that he can learn more about the victims by crossing via the Machine Room bridge to the parallel world, his first trip there in this timeline since abducting the young Peter Bishop in 1985 and causing the war between the universes. He meets up with Olivia Dunham's doppelganger, "Bolivia", who is still mourning the death of her partner and friend, Captain Lincoln Lee. Agent Lincoln Lee of the prime universe has stayed with Bolivia to help her cope with her loss as well as to examine intelligence gained when they captured the parallel universe's version of Nina Sharp, known to be cooperating with David Robert Jones. Later, Walter speaks to Colonel Broyles of the parallel universe's Fringe division, apologizing for the problems that his crossing had caused. When asked by Broyles if he would have done it again being aware of what transpired since, Walter admits that he would knowing that it would bring him his son back. Walter investigates the corpses, using one of the hands of the victims in the prime universe that he brought with him. He determines that the two universes normally resonate at different frequencies, but that someone had found a way to synchronize the frequencies of these three people, the effects likely causing the plane to crash. His suspicions are confirmed when a woman in the prime universe, whose parallel universe counterpart drowned when her taxi drove into a river, is thrown across a store, coughs up water, and dies from asphyxiation. On examining the taxi, they find a briefcase containing a device filled with amphilocite, a mineral known to be part of Jones' destructive plans. Walter postulates that Jones is trying to synchronize both universes. Bolivia, Lee, and Agent Astrid Farnsworth begin to suspect their work is being hampered by a mole within Fringe. Walter stays with Bolivia during the evening, the two having happily reconciled their past hatred from before when she had infiltrated the prime universe's Fringe team for nefarious purposes. Walter, in recounting the Sherlock Holmes case of "Silver Blaze", tells Bolivia that since she has discounted all likely suspects as the mole, she should look at the unlikely ones, including Colonel Broyles, despite the lack of evidence towards that conclusion. She approaches Nina the next day, and tricks her into revealing Broyles' complicity with Jones' plan. Unknown to them, Broyles has been coerced by Jones into sabotaging the efforts of the Fringe division in order to maintain a supply of life-giving medication for his son, Christopher, who had been suffering from his injuries sustained from the Candyman. Thanks to Jones' serum, Christopher is completely healthy, with no vision or mobility problems, and is excelling at school, both in sports and socially. Jones arrives at Broyles' home to give him a device with orders to plant it within the bridge of the Machine Room connecting both universes. The Fringe team track down Broyles at the bridge, but are surprised when he has already given himself up into the prime universe's Broyles, having previously contacted him to arrange his surrender. Walter tells Bolivia to go easy on Broyles, as he was doing this to save someone he loved, just as he had done before. As Broyles is taken away, Lincoln offers to stay with Bolivia to continue to seek out Jones and his agents. Walter returns to the prime universe to study the device, recognizing it as Jones' work, and that if it had been planted, it could have collapsed both universes. When a second simultaneous set of earthquakes occur, the parallel universe's version of Nick Lane approaches Agent Lincoln Lee of the prime universe, believing him to be the parallel universe's version of Lee. Lee feigns familiarity, learning that Nick had visions of being at the epicenter of the quake before it began. When Lee reports this to Olivia Dunham in the prime universe, she suddenly recalls her Cortexiphan trials including fellow subject Nick Lane, and with the team's help, identifies that other Cortexiphan subjects are the epicenter of these quakes, linking to their parallel universe versions to achieve synchronization. The Fringe team finds that David Robert Jones had planted the device, and worry that despite the deactivation of the bridge, he is still trying to collapse both universes to create a third one. Walter studies the design of the device and recognizes that the nanites were not developed by Jones but by William Bell, and begins to suspect Bell is alive. Nina Sharp rejects this theory, explaining that, in the new timeline, Bell had committed suicide in a car accident on Christmas Eve 2005 to end his suffering from lymphoma. But Walter remembers Bell visiting him in St. Claire's Mental Institution on New Year's Eve 2005. Convinced that Bell is alive and faked his death, Walter returns to St. Claire's and finds the scent of Bell among one of the log books that dated back to when Walter believed he had visited, and borrows the log book. September, talking to December, implores him to help fix a key component of the device, an initiating reactor, to send Michael to the future, despite knowing this will erase September and all the Observers from time. September pleads to the same compassion that December, like the others of the original Observer team, developed for the humans. Later, September/Donald regroups with Fringe to explain the failing reactor, and describe the function of the device: to create a wormhole using the two Observer cylinders as stabilization points on either end, and the large electromagnet needed to launch the second cylinder into the future of 2167. Walter is recovering from the visions that that child Observer Michael gave him by touch, including that which revealed that "Donald", the man who helped Walter in the past with the plan to defeat the Observers, is really September. Realizing that the visions came from his own sub-conscious mind, Walter decides to use the sensory deprivation tank to explore the visions further. With Peter's help, Walter is able to review the vision of September as Donald, and locates the experience as having occurred in an apartment on the east side of New York. The Fringe team travels there with Michael, during which Walter reveals to Peter that he remembers things from the original timeline, including the relationship he and Peter had before Peter had entered the Machine. Walter helps identify the correct apartment, and they find it occupied by September, who has not seen Walter for more than twenty years. September explains that after helping Fringe in the past, the Observers had stripped September of his Observer implant and performed a "biological conversion" to make him human. He and Walter had spent time together following this, and September took the named Donald from Donald O'Conner from the movie Singin' in the Rain. September further explains that in 2167, a experiment in developing human genes, sacrificing human emotion for intelligence, would eventually give birth to the emotionless Observers. The Observers developed asexual procreation techniques; in the case of Michael, he was born from September's genes but came out as an abnormality having both emotions and great intelligence. Michael normally would have been destroyed, but September decided to hide him in the past. September now suggests that by sending Michael forward in time to 2167, September would hope that the original researchers would see the error they are about to commit, they would be able to prevent the experiment from being performed, and the Observers would never come into existence. Should this happen, time would possibly be reset from the point of the Observer's first interference with the past; Olivia takes this as a opportunity for them to get Etta back again. Walter remembers that he was given the hologram of the plans for the device from Etta that would be able to send Michael forward in time, which will be constructed from all of the components collected by following the tapes. The group, with September, take leave to recover an item in a nearby storage locker that is another component of the device. Elsewhere, Captain Windmark travels to his future of 2609 where he meets with the Observer Commander, warning him that the child Observer has been located in their relative past. He learns of the child's relationship with September, and of September's past transgressions in helping the Fringe team. Windmark informs the Commander of the interference of the Fringe team and requests to go back to a point in time where he could prevent this, but is refused, and told that his current operations are on their planned path. On his return, he learns of September's location, and travels there with other agents, finding the apartment empty; a bomb rigged by September goes off but Windmark and his agents escape in time. Loyalist agents help to identify the Fringe group leaving and roadblocks are put into place. At the storage facility, September finds the device and gives it to Walter. Walter confides in September that he worries that Michael's visions imply that Walter may die from the plan, and realizes that September's warning from 1985 was about Michael and not Peter. September reminds Walter of the time he had received a drawn white tulip as a sign of redemption, and that he had recovered that letter for the future; however, while he still has the envelope, the location of the tulip itself is unknown, but September says that Walter will find his redemption when he finds the tulip. The team prepares to leave but Donald reveals that he needs to do something else first and will meet up with the team at the Harvard lab. When the team discovers the roadblocks, they split up and make their way to the train station, which is heavily patrolled by Loyalist guards. Just as the train is about to leave, Michael steps off before Olivia can stop him, and he is taken away by guards to Windmark. Peter, recently having injected one of the Observers' devices in his own body, comes to understand the precognitive abilities that the devices give their owners, but has left him with other side-effects, like insomnia. He works with Anil of the human resistance to try to replace one of their briefcases with an identical one containing a bomb. The initial attempt fails as Peter fails to account for all variables, but his second attempt is a success; later, when this Observer meets with others, the bomb that contains a bio-agent kills them. Meanwhile, Walter retrieves another tape from the ambered part of the lab. The video instructs the viewer to obtain two of the Observers' beacons, which help to fix a point in space and time. The video goes on to point to two stored at Kelvin Genetics, where Walter and his former partner William Bell worked previously; the storage area would require Bell's hand print, which explains why Walter had cut off William's hand when they were previously released from the amber. Walter does not remember how Bell would have come into possession of the beacons; the team explains to him that Bell came to them after the invasion to join in their battle against the Observers, but then he betrayed the team to the Observers. Walter, Olivia, Peter and Astrid go to the facility to find the entrances blocked by rubble; while trying to determine a way inside, Olivia notices blood coming out of Peter's ear. He assures her that he is fine and will let Walter look him over later. They decide to go to Nina Sharp for help, but Peter receives a call from Anil about his plan with the Observer's briefcase and leaves to meet him. After a tearful reunion with Nina, she promises to help them with an Observer device that can sublimate the rubble quickly, though the effect will quickly attract Observer forces to the area. As her aide instructs Olivia and Astrid on the device, Nina has a heartfelt discussion with Walter. Walter believes that the pieces of his brain re-implanted by Etta are causing him to revert to the ruthless man he had been before, but hopes that Peter will help support him. Nina is not sure that will be enough, and says that her love for William Bell was not enough to keep him from reveling in his lust for power. Walter rudely tells her that Bell never loved her, or anyone but himself; Nina is stunned by this revelation, and expresses her fear that Walter has indeed reverted to his old self. Meanwhile, Olivia expresses concern that she had once lost Peter before after the initial Observer invasion, and fears losing him again. Arriving back at the rubble, Peter rejoins them, remaining coy about his activities. The device successfully clears the rubble and they access Bell's laboratory. While looking for the safe Walter finds his record collection, stolen by Bell. They find a combination safe which Walter believes he knows the combination, as Bell used the same combination for everything. But struggles to remember the combination, while Olivia insists time is short. Instead, Peter informs Walter he has plenty of time to recall the combination; Walter is able to come up with it, but when they open the safe, there are no beacons, only a strange device, and to Walter's surprise, a photo of Nina. Believing the effort was all for naught, they are about to leave when Peter uses the device to bring the two beacons to the surface. Peter confidently exits the building despite Olivia's insistence that the Observers could be waiting for them. However, Peter proves to be correct; he instructs the others to return to the lab while he deals with another matter. Walter returns to Nina, showing her the photo from the safe, and apologizing for his earlier behavior. He tells her that William did love her, but it wasn't enough to stop him. He asks her to consider helping him remove the pieces of brain so as to re-revert to his kinder self. Olivia returns to Etta's safe-house to find Peter there, in front of several boards, filled with dates, times, and photos of Observers. In a monotone, Peter reveals that he implanted the Observer's device in himself, used it to switch the briefcases to kill the Observers in charge of security so that they would not be detected at Kelvin Genetics, and plans the same fate for Captain Windmark, the lead Observer. Worried, she leaves him to plan, while he discovers that he is starting to lose his hair. Walter, alone with the assembled components from the tape, contemplates to himself listening to David Bowie's "The Man Who Sold the World". Peter, after injecting the Observer implant in his own body, returns to Etta's safe-house to mourn her loss. Olivia is worried about Peter becoming distant; she finds Peter and reminds him they should deal with their loss of Etta together. Meanwhile, Walter continues to work at extracting video tapes from the ambered part of the lab. One tape directs him to an apartment building in Worcester, with one specific apartment being an entrance to a pocket universe he had created to hide this element of the plan to defeat the Observers. He decides to travel there alone, finding that the building and much of the surrounding area has been shelled by an Observer attack in the past. In the appropriate apartment, Walter follows instructions on the tape that let him enter the pocket universe where the normal rules of physics do not apply, with hallways running upside down or in vertical directions. Walter tries to remember where to look, but while trying to come up with this, he encounters a man named Cecil who was blown into the pocket universe during the Observer bombing. Walter realizes that to the man only about five days have passed but in reality he has been in the pocket universe for more than 20 years. Meanwhile, Peter, Olivia, and Astrid discover the latest video tape and Walter's absence. They are curious that the tape simply goes black after showing Walter crossing over. They travel together to Boston, and Peter and Olivia follow the tape's instructions to cross over, finding that in the pocket universe the tape now shows additional instructions directing the viewer to a specific room. They meet up with Walter and Cecil; Walter is agonizing over forgetting what he left here. Peter realizes someone else had helped Walter record the video in the past, whom Walter on the tape identifies as "Donald", the man previously captured by the Observers while trying to recover rocks from a mine. They continue to review the tape, and find that, in the past, Walter had recovered the young Observer-like boy, and used the pocket universe to stow the child away in the designated room. The group finds the room, but it is empty, save a radio that is fused to a certain frequency. The radio is not visible on the video, indicating that whoever took the child left the radio. Walter fears that the Observers had found this pocket universe and have the child. Peter notes that only Walter and Donald appeared to know about this pocket universe, and that if it was the Observers they would have sealed off the entire building. Meanwhile, Walter's travel to Boston does not go unnoticed by the Observers and they take a contingent to the building. Some Observers can see the opening to the pocket universe and cross over. They fire upon the group and kill Cecil. The others manage to escape from the pocket universe by Peter somehow able to lead them back to the entry point. Peter implores Walter, Olivia, and Astrid to escape while he hangs back. When an Observer approaches, the implant in Peter's body allows him to counter the Observer's physical moves several times. The Observer warns that Peter does not realize the effects the the implant will have on him; Peter then uses the teleport-like ability of the implant to appear behind the Observer and kill him. He teleports away, observed by Windmark. Peter arrives safely at the monorail with Walter and Olivia. Walter worries that he sees Cecil's death as an acceptable loss, an attitude that his former self used to have and worries that he is reverted to this colder personality. Peter gently reassures him that he will not let that happen, as he holds Walter's hands between his. Olivia, seated further down the aisle, looks at them and smiles tenderly; Peter gives a slight smile then returns his attention to Walter. A few seconds later, he looks back up down the aisle and sees that the world does not look the same to him anymore; it has the same blue cast as seen by the Observers. His eyes widen in surprise. In a Boston pawn shop, Peter Bishop buys a necklace and is confronted by an Observer. He struggles to resist being read and barely escapes. At Harvard, Astrid Farnsworth and Walter Bishop retrieve videotape No. 2 from the amber. Peter returns and says the Observer got an image of Henrietta Bishop from him. She says she will continue to teach them to resist being read by keeping a labyrinth of planned thoughts in their minds, but learning that takes time. Peter gives Etta the necklace he bought, to replace the one they used when building the laser. Captain Windmark shows Phillip Broyles the footage of Peter and wonders why a fugitive would risk capture to obtain something so unexceptional. He says that, two days ago, one of Broyles' men failed a security test - and is probably with the resistance. On the videotape, Walter says you must accept the reversibility of all phenomena. But most of the rest is garbled. He displays a metal tube containing plans they must follow to the letter. It's hidden as he would hide his most prized possessions. The tape rips, but Walter knows where to go: the subway platform beneath Newark Penn Station. He hid his Detective Comics there on trips there with his mother when he thought the commies might invade. Etta says that every major access point to Manhattan has an Observer checkpoint. They'll need a plan. Walter de-ambers a trapdoor to reveal a basement stuffed with his secret "cold storage" of all the Fringe events they investigated over the years: the porcupine man, the window to the Other Side, the toxin that suffocates people by sealing all their orifices, etc. Walter says it's time to create their own Fringe event. When an Observer interrogates the undercover resistance member, he extracts a code name: the Dove. The Dove's identity is a mystery. Broyles secretly checks his weapon as the Observer enters his office. The Observer, who glimpsed a reference to Harvard in the agent's mind, notes Broyles' relationship with the fugitives. Broyles says that was a long time ago. The Observer leaves, and Broyles releases his grip on his sidearm. Etta strings the spent bullet onto her new chain, explaining to Olivia that she found it in their old house years ago. Olivia says Peter called it "the bullet that saved the world" - the one Walter used to stop William Bell. Etta receives a message: the lab has been compromised. Broyles leaves his office, pocketing his phone. The team re-ambers the lab and departs with the gear for their plan. When troops find the unoccupied, ambered lab, Windmark concludes that the reading from the resistance fighter was deceptive. Somehow, Etta hid her thoughts. Perhaps others can as well. Walter, Peter, Etta and Olivia attack the station guards with the aforementioned toxin. They retrieve the tube, but a dying Loyalist attaches a tracker to their car. Walter examines the plans. It's some kind of physics, in his handwriting, but he doesn't understand it. Then Broyles drives up for an emotional reunion. He explains that Etta recruited him into the resistance - and taught him to hide his thoughts. Broyles provides weapons, including antimatter batons that, once armed, can't be deactivated. But the Observers have caught up! Broyles departs with the tube. The team flees on foot and gets separated in a warehouse complex. Windmark captures Etta. He spots the necklace and realizes Peter bought it for her. He asks, "For what purpose?" After reading her and seeing Peter, he concludes it's for love. Etta tries to stab him, but he's too quick. "You never know when to give up", Windmark says and shoots her. The others rush to the mortally wounded Etta. Windmark is gone. Etta's activated an antimatter baton, forcing them to leave her. Peter sobs that he can't, not again. But they have to go. Olivia takes the necklace. Windmark realizes that the necklace was bought "for love" and that the team will return for Etta. When they find her alone, he notices the necklace is missing and sees the baton. He teleports out before the baton detonates. Nearby, Walter says they need to leave. Olivia looks at the bullet. Peter stares at the complex. And they go. Determined to retrieve the plan to defeat the Observers from his memory, Walter Bishop tries again with the Thought Unifier, but it just makes him talk nonsense and speak in Portuguese and Swedish. Olivia Dunham suggests that because Walter typically documents everything, he may have written it down. But even if files exist, they can't go back to the old Harvard lab, because the Observers have made the university a "No-Go Zone." - it is heavily patrolled by Loyalists and impossible to get into. But Walter knows a secret way into Harvard - steam tunnels that run underground. He sneaks in with Astrid Farnsworth, Olivia, Peter Bishop, and Henrietta Bishop. A section of the lab has been ambered, and Walter's Betamax video recorder sits just inside it. Walter decides he may have made a video instead of writing anything down. When Loyalist officer Gael Manfretti unexpectedly enters the lab, Etta captures him. Since he is carrying a bag of breadcrumbs, and pigeons enter the lab through open windows, Olivia later figures out Manfretti just wanted to feed the pigeons. Walter jury-rigs a laser to melt the amber and free the camera, but they need electricity. Astrid says the campus substation was in the science building. Etta questions Manfretti about the science building, using a device that ages a person many years in a few seconds. It's Observer tech that the Loyalists adapted to use on the resistance. The torture bothers Olivia, but Etta says Manfretti doesn't deserve sympathy. The Observers have brought war - and they're losing. Walter asks Etta for her necklace; they need the silver for solder. She hands over the chain but keeps the spent bullet she wore on the chain. Privately, Manfretti asks Olivia to go to his home after he's dead and tell his son that he's never coming home and that he loved him very much. He says he has seen too many people waiting for loved ones to return home that never do, and he doesn't want his son to go through that. Olivia tells him that if he cooperates, she'll tell his son this. He says the science building contains the main power grid, but rumor has it the Observers use it for experiments "on everything." He gives them his access code, but says there is also a retinal scan. Walter fashions a substitute for Manfretti's eye from a preserved pig's eyeball, so Peter and Etta can fool the scanner. Manfretti tells Olivia he joined the Loyalists after a resistance action killed his oldest son. He thinks humans have no chance, and if the resistance stopped fighting, the world would be safer. Olivia says they have to win, so that everyone who died didn't die for nothing. In the science building, Peter and Etta gain entrance using Manfretti's access code. His retinal scan is flagged by security, but Manfretti volunteers to talk to them and convinces them to let him inside. Etta sees a lab where Simon Foster's apparently still functioning head is attached to a machine. She pulls her gun, but Peter stops her. He promises that one day the Observers will pay for what they've done, but not now. They reroute power to Walter's lab and return. The camera is retrieved, and Etta prepares to take Manfretti to the resistance. Olivia is uncomfortable, knowing he will die. Etta says he doesn't have a son; he lied in hopes that Olivia would free him. Olivia says she sees what the Observers brought to Etta's world. But she's more concerned about what they've taken away. Etta and Manfretti arrive at a remote location. He admits that Etta was right; he doesn't have a son. He became a Loyalist because he's a coward. When Etta lets him go anyway, he vows to join the resistance. Something in Olivia's eyes made him feel, for the first time, that the humans are supposed to win. Etta's letting him live because she saw something in Olivia's eyes too: pity, for all of them. At Harvard, the team watches the video. It shows Walter explaining that the parts of the plan are documented on a series of videotapes. Once all are recovered, they'll know how to get rid of the Observers. Etta calls Olivia on her comm device and shows her Manfretti walking away. Videotaped Walter says they must follow the tapes, and begin the journey right away. "You are humanity's only hope." Astrid Farnsworth liberates another Betamax videotape from the amber in the Harvard lab. It's not the first in the series documenting Walter Bishop's plan to defeat the Observers; it's the third. On the tape Walter says this tape explains a crucial element they will need and gives coordinates in rural northern Pennsylvania; the Walter watching the tape doesn't recognize the coordinates. Astrid stays behind to extract information from the wonky tape. In the Pennsylvania woods, Henrietta Bishop confides in Olivia Dunham that she used to imagine going on missions with her, but now finds that Olivia is so much more than she expected. Suddenly they're surrounded by humans with severe, bark-like scabbing on their skin. Their leader, Edwin Massey, knows Walter, Peter Bishop, and Olivia from the secret library of holographic data cubes his people are keeping. Started by his father, the library records every major historical event from the day of the invasion onward. Edwin explains they noticed the skin condition after settling there: small patches at first, spreading over time. He tells the Fringe team that they should leave unless they want to develop it too. Walter says he has to stay to obtain something from this area, something needed for his plan to defeat the Observers.  Edwin's young son, River, knows about the Fringe team too. He's even made comic books about them, which he shows to Etta, Olivia, and Peter, calling them the last real heroes. Walter eventually decides the skin condition is a severe immune reaction to the byproducts of the Observers' atmosphere-changing machinery in Central Park. It's like an extreme kind of psoriasis. Astrid checks in, having gotten more information from the tape. She tells them that they have to find a mine. Edwin leads them to a nearby mine, formerly a gold mine where they find a body deep in a mineshaft, his body completely calcified. Walter determines that the immune reaction flares up intensely in anyone who enters the mine, causing immediate paralysis through acceleration of the scabbing. In New York City, Loyalist officers tell Captain Windmark they've tracked down the Fringe team. But one Loyalist, a resistance member, secretly contacts Etta's friend Anil, who warns her. Edwin shows the team a hologram from one of the data cubes: five weeks after the invasion, a man named Donald - dark-haired, in his late 30s - gathered several reddish rocks from the mine. He was waiting for a scientist from Boston when he was captured by two Observers. Walter doesn't know, or remember, Donald. He's very puzzled and he and Olivia have developed specks of the skin condition. For now, Walter can remove them.  Olivia privately tells Peter her belief that Etta's disappearance was her punishment for feeling conflicted between motherhood and some other destiny. Peter reassures her and says their family's getting a second chance. Astrid contacts the team, having deciphered more of the tape, telling them they need 40 pounds of the crystals. Walter starts to build a protective suit so he can enter the mine. Etta tells everyone the Loyalists are tracking them. Walter needs copper to complete the suit; Edwin says a nearby camp may have some, but he's afraid to help and asks the team to leave so the archive won't be discovered. River is disappointed in his dad. Edwin reconsiders and has an emotional talk with his son about cowards and heroes. Edwin tells the team that the other camp has copper they will trade, but he refuses to go, sending them to make the exchange themselves. Peter and Olivia go to the rendezvous point, but there is no one there. Meanwhile, Edwin enters the mine. Peter and Olivia return to the camp and are told that the other camp told Edwin that they didn't have any copper. They head to the mine and find a bucket containing the crystals at the top of the mineshaft. Edwin is at the bottom, dead, his body completely calcified. River returns to the library and records his father's sacrifice. The team leaves the camp to return to Harvard. Loyalists stop the van on the road, but the team has already abandoned it. Peter hot-wires a battered station wagon, and they head into the wastelands with the stereo blaring, Walter wearing wraparound shades and grinning in the backseat. Peter explores Etta's room while Olivia sleeps on her bed, Peter holds up an ID card of with Etta's picture on it noting the similarities between his daughter and his wife's faces. He finds a latch in a dresser drawer that reveals a hidden compartment in the wall stocked with weapons and explosives. He retrieves a couple of the weapons and places them in a duffle bag. Meanwhile, in a New York City neighborhood, electricity begins to surge through different buildings. A group of loyalists along with a number of Observers arrive at the scene, the Observers retrieve a cube-like device and place it in the middle of the road. Once the device is activated, a portal opens and a number of covered palettes float onto the street, when the portal closes it leaves a large burnt scar on the surrounding area. The Observers check the equipment and note that it is "stable". As Peter, Olivia, Astrid and Walter go through some of Etta's things, Anil contacts them on Etta's phone informing them that there's something they need to see. He ends up taking them to the site at which the Observers had opened the portal. As the team studies the area, Walter hypothesizes that they opened a wormhole from the future where their kind sent them more supplies. Anil believes that the supplies being sent to the Observers are components to complete the work on the Carbon Monoxide emitters that were built over Central Park. He tells the team that the same events have been reported overseas where the same emitters have been placed. As the team works to figure out a way to thwart the Observers plan, Anil informs them that he was able to retrieve the device that the Observers used to open the wormhole on our end and, what's better, is that he and his associates were able to capture an Observer as well. Later, the team works to decipher an Observer booklet that was found on the captured Observer, which is supposedly a shipping manifest. Walter explains to Peter that, theoretically, when the wormhole is established it is stable at both ends. If they were to disrupt the opening on our end, it would convert the wormhole in the future into a black hole and cut off the Observers from their supply line for at least several years. Walter informs Peter that anti-matter is the necessary component to disrupt the wormhole's event horizon. The trick will be getting close enough to implement the anti-matter device. At the lab, Walter presents a tape to Olivia, but this is not one of the tapes from amber. Walter found it in his desk; it is a recording of one of Ella's birthdays before the Observer invasion. Walter tells her that she needs to watch it, but Olivia cannot bring herself to view it. Astrid implements multiple decoding programs to decipher the Observer's written language and thus discover the time and place of the next shipment. Meanwhile, Peter interrogates the Observer to learn how to operate the device. By reading his physiological signals, Peter interprets the Observer's "tells" to determine whether he's assembling the device correctly. Based on the Observer's reactions, Peter determines that he has pieced it together correctly. As he places the final pieces in their respective places, Olivia contacts him and informs him she and Astrid have determined that the next shipment will arrive in 30 minutes at Lexington and 86th Street. They arrive to find electrical energy surging through the neighborhood and place the cube in the street, then take positions from a second-story vantage point to launch the anti-matter charge at the event horizon. As the Observers set up nearby they notice that a wormhole has formed a block away, yet their device had not yet been activated. As Peter and Olivia take up a position to fire at the wormhole, two Observers appear and attack them. Both of them are dispatched in time for Peter to launch the anti-matter charge at the wormhole which causes the window to implode on itself, sucking the palettes that had arrived as well as a nearby parked car into itself before collapsing completely. Shortly after, the team is about to depart when they see another wormhole opened with the same palettes arriving safely. Confounded, Peter exits the getaway van and departs on foot determined to get answers. He returns to the warehouse where the Observer hostage is being kept and interrogates him more aggressively. The Observer notes that the theories behind the concept of a person's "tell" don't apply to the Observers. When Peter was watching for a dilated pupil, which would indicate a positive response, the Observer was in fact noticing a fly on the wall which triggered the same physiological response that Peter was expecting to see. The Observer suggests that, because of emotion, Peter saw what he wanted to see. Peter assaults the Observer, and tells him if he had their technology he would be ten times the men they are. Subsequently, Peter operates on the Observer, flipping him over on the apparatus that he's bound to so he's face-down to the ground. He removes the implant located near the Observer's brain stem, killing the Observer. Later, Peter is in a bathroom making an incision into the back of his neck. Pausing a moment, Peter places the Observer's implant into the incision. The implant attaches itself onto Peter's spine and disappears from sight. Meanwhile, Olivia is watching the video of Etta's birthday. Olivia allows herself to feel the emotions associated with the loss of her daughter and calls Peter, asking him to come home because Etta would've wanted the two of them to survive the pain of losing her again. She tells Peter she loves him, which he reciprocates. He stares into the mirror after the call ends. Olivia is still worried about the effects of the Observer implant on Peter, and succeeds in getting another one from their ally Anil for Walter to study. Meanwhile, Peter is still trying to track down Captain Windmark to avenge killing his and Olivia's daughter Etta, using the precognitive abilities of the implant. He flees Etta's apartment just before Windmark and his associate arrive, and heads to New York to engage his plan. Walter frees another video tape, this one directing him to the town of Fitchburg outside of Boston; the tape instructs them to recover an electromagnet. Olivia, after giving the implant to Walter, goes off alone to recover it, anxious about Peter's whereabouts. Walter and Astrid use the brain of the porcupine man to test the implant; they discover that it can transform the human brain into one of advanced intelligence but at the cost of gradually overwriting the area of the brain where emotion is stored. Walter informs Olivia. At a auto-scrapyard in Fitchburg, Olivia meets Simone, who has been waiting for her arrival for 20 years. Simone explains that a man matching Walter's description had asked her mother shortly after the Observers' purge to set aside the electromagnet and a truck to transport it, and she in turn kept her mother's promise. While they wait for one of Simone's crew to get diesel fuel for the truck, she explains to Olivia that she has psychic abilities, which Olivia dismisses as merely an anomaly given her own past experiences with Fringe events. Nevertheless, Simone maintains that it is a gift, and notes that Olivia still carries the bullet that Etta had on her necklace. Peter attempts to set up a trap for Windmark in New York, but instead results in Windmark and his associate cornering him. Peter and Windmark engage in a fight, during which Windmark claims that despite Peter's precognitive abilities, everything has been going to the expectations Windmark had set, all aimed towards this moment. He also provides Peter a mental image of what Etta's last thoughts were before her death - that of her parents before the arrival of the Observers. When Windmark's associate appears and tries to subdue Peter, Peter is able to turn the tide, kill the associate, and escape. He returns to Walter's lab to have Walter take care of his wounds, where Walter implores him to reconsider keeping the implant in his head, as Peter is his emotional basis. Peter refuses to listen and then returns to New York to make another attempt on Windmark's life. When the fuel is delivered, Olivia leaves alone with the truck. However, along the way she is captured by humans who discover she is wanted by the Observers, and lock her in a building to turn her in for the reward. She is able to cut through her restraints and set up a trap using loose equipment, as well as the bullet necklace; she kills the men and escapes with the truck and magnet. She arranges with Anil to store the magnet and truck until needed, and learns of Peter's current state from Walter. Olivia finds Peter waiting for Windmark to pass a checkpoint that Peter has set up, which will mean that Windmark has returned to the course Peter has arranged for him that leads to a perfect opportunity for Peter to kill Windmark with little risk. Olivia tries to coax him out of his plan by explaining that Etta remains within them and their memories, showing him the bullet necklace that had saved her life that day. Peter repeats what Windmark had said to him: that the emotions of humans were their weakness. Olivia contradicts him, saying that emotion is a strength because it's something humans have that the Observers do not. After verifying that his plan to kill Windmark is on track, Peter pauses for a moment, and then voluntarily removes the implant. He then falls into Olivia's embrace. The radio previously collected by the Fringe team from the pocket universe starts to transmit a strange signal, but when they look for Walter to decode it, they find that he has taken a dose of the hallucination drug "black blotter". Walter explains that he had taken the drug as the part of his preparations to have Nina Sharp remove the pieces of brain that contained parts of the plan to defeat the Observers but also made him a crueler man, a person he fears becoming again. As Walter suffers from visions of his old lab assistant, Carla Warren and images relating to his first passage to the parallel universe, the rest of the team work with Anil to triangulate the signal from the radio. Peter and Olivia travel to the site in a nearby forest, and find the decades-old remains of Observers and members of the human resistance, including one with Sam Weiss's identification. The two recognize that Sam and his allies were defending a makeshift transmitter tower that was relaying the radio signal, and locate where the signal is broadcasting from. Walter is drawn by his hallucination of Carla to a spot in the lab where he had hidden a notebook containing many of his ideas, including the original design for the device to cross between universes. His vision of Carla claims that she died in a lab fire in trying to destroy the notebook, and cautions Walter against reading it again. Peter, Olivia, Walter, and Astrid travel to a boat dock across from the island site where the radio signal originates, briefly stalled by a Loyalist force. Upon the island, they locate the signal coming from a house, where a man and woman are staying along with the Observer child whom Walter had hidden in the pocket universe with help of Donald. They demand a password, that would have been encoded in the radio signal, before they allow the group to approach; Walter, through his drugged mind, is able to identify the password "black umbrella". The couple notes that Donald had left the child, whom they've named Michael, some time ago with the couple for protection, and activated the radio signal every five days as instructed. The Fringe team returns with Michael to the lab. Olivia discovers that Michael still remembers her, despite having only met in the original timeline. Meanwhile, Walter, still in his drug-addled state, reminisces about his past and the damage that his more sinister side had done, and decides to burn the notebook. However, his hallucination of Carla warns that he has already done the damage, having recalled what he was capable of; when he next looks up, he finds he is looking at himself, a grim smile on his face. Walter snaps alert, finding no notebook and the lab empty. The Fringe team tries to communicate with the Observer child, Michael, to learn more about September's plan or the identity of the person they know as "Donald", but find it difficult to make any connection. Walter is frustrated and expresses some "The Walter That Was" tendencies by suggesting putting Michael in a medically-induced coma so he can probe his brain; the others say that is not happening. Olivia contacts Nina Sharp discreetly, asking for her help; she promises to meet them away from the Ministry of Science. There, Nina takes them to a "black lab" leftover from Massive Dynamics, where they were studying Observers. Nina attempts to use a mind-computer interface device to read Michael's thoughts but the software cannot cope with Michael's mind. However, they suggest the idea of using a second interface to allow Michael to read their thoughts and then subsequently reply, but this would require another of the interface devices, held at a storage facility at the Ministry of Science. Olivia, Peter, and Walter leave Michael with Nina at the lab while they go to recover the device. Meanwhile, Captain Windmark of the Observers is investigating the disappearance of the sublimation device from the Ministry of Science storage facility that the Fringe team used to enter William Bell's building. He finds that Nina is not in her office, leaving after a private phone call. He uses Observer technology to read the sound waves from Olivia's call to overhear the words "child Observer". When Nina does not return, they go to the storage facility and start questioning all the workers there, including Dr. Hastings who had helped with the sublimation device earlier. The Fringe team arrives at the facility and recovers the devices, and Olivia looks up at a window overhead to see that Dr. Hastings is being probed by Windmark. Along with a trace on Nina's phone, the Fringe team realize that Nina and the black lab have been compromised, and warn her as they race back. Nina realizes that the Observers will have traced her location and will be there soon. She talks to Michael about hiding him, and he touches her momentarily before letting her lead him to safety. When Windmark and the Observers arrive, they find Nina waiting for them. Windmark starts to probe her, and explains that the child is really just an anomaly, XB-6783746, from the Observer's time in the future that was to be destroyed before he was taken. Windmark sees the dead Observers in the lab that have been experimented on and says "You animals!" Nina retorts that though the Observers may treat humans as animals, that the Observers have redeveloped involuntary habits that humans have since evolved past. Nina is able to block Windmark's probing thanks to Etta's training. He orders the Loyalists agents to restrain her for him to run a deeper probe, but she grabs one of their guns and commits suicide. Back at the Harvard lab, Walter attempts to connect with Michael with the devices. After an initial success, Michael takes off his device, walks to Walter, and puts his hand on Walter's face like he did with Nina. Walter experiences a sudden surge of memories, culminating in an image of a middle-aged man, and a re-iteration of September's warning to Walter, "The boy must live". When Walter recovers, he reveals what Michael has shown him: the "Donald" they have been looking for is really September, the Observer.