Do Shapeshifters Dream Of Electric Sheep?
Season 3, Episode 4
Air date October 14, 2010
Written by David Wilcox
Matthew Pitts
Directed by Ken Fink
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Cast | Transcript

"Do Shapeshifters Dream Of Electric Sheep?" is the fourth episode of the third season of Fringe.


Newton, concerned about the consequences of a distressing development involving a high-ranking official, is forced to call to action a sleeping shapeshifter. As Walter and the rest of the team gather evidence, they move the investigation to Massive Dynamic, where Olivia goes on high alert and Walter finds himself in a perilous situation.


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 planning 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 has a flash of insight when thinking about stegosaurus having two brains, one on each end. He intuits that the memory drive is located in the posterior of the Shape-shifters, but before he can try, the agent assaults him, holds Walter at gunpoint, and extracts the drive himself. Walter attempts to overpower the agent, and even 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.

Notable Quotes[]

Walter: Oh, in the right light, your hair looks like strands of lemon diamonds.
Peter: He self-medicated this morning.
Walter: Don't worry. I do some of my finest work self-medicated.

Walter: So beautiful, it is absolutely breathtaking. Somewhere between pudding and foie gras. And why do I bring this up, you with the red hair?
Scientist: It's black.
Walter: I see red. Answer the question.
Scientist: I'm really not sure why we're talking about brain physiology.
Walter: Dear God. How can you be so limited? When William Bell created this company, he knew one thing to be true. Brain and the mind are capable of so much. Don't you see that? That the brain is consciousness, hmm? The mind is God! There are no limits. Except for those that we impose on ourselves. Open your eyes. Open, open. Inspiration is everywhere. Do you know how lucky you are to play in this sandbox? My heart is racing. God! (starts removing pants) Is anyone else hot in here?

Peter: With a basement lab in Harvard, Walter was able to open a wormhole into another dimension that essentially shredded all the laws of science. I can't wait to see what he's capable of doing with a multibillion-dollar corporation.

Astrid: Agent Astrid Farnsworth, I'm here to see Doctor Bishop.
Receptionist at Massive Dynamic: I got an agent Astro Farnsworth...
Astrid: That's me! Hmmhmmm.



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