|Season 3, Episode 12|
|Air date||February 4, 2011|
|Written by|| Graham Roland|
|Directed by||Dennis Smith|
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|Cast | Transcript|
When a scientist falls dead after ingesting a lethal cloud of blue powder and his bones disintegrate in his body, the CDC suspects a biological attack. As the Fringe Team investigates further, a subject from Walter's past with ties to Olivia (reluctantly) agrees to assist with the intense case.
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."
Astrid: You used to work for President Nixon?
Walter: It was uncomfortable. His wife kept coming on to me.
Walter: Why would anyone kill a scientist? What'd we ever do?
Olivia: (about Fauxlivia) She's like me but better.
Nina: Oh, Olivia...
Olivia: No, I mean she still has her mother and, she wasn't experimented on as a child. And she can laugh, she has real friends... she even wears a dress once in a while.
- The Observer can be seen in the overhead establishing shot of the fundraiser, entering through the door at the top of the screen.
- Between William Bell's book there's a copy of Dr Spock's Baby and Child care. Leonard Nimoy, the actor who played Bell, is worldwide known by his role of Mr. Spock in Star Trek.
- When Nina opens the safe, she removes a toy car. She then replaces the toy, which lands upside-down, and removes some photographs. When she reaches into the safe to replace the photographs and remove a book, the toy is right-side up again.
- When Nina Sharp is examining the "First People" books, the one in Hebrew is shown opening on the right side. Hebrew books open from the left side.
- When Walter notices the blue Volkswagen Beetle passing by in the background, its engine sounds like that of an average car, rather than the distinctive sound of a Volkswagen engine.
- Kids by MGMT