Cast | Transcript


Manhattan Recon - Tracking Observers[]

LADY IN RED: Excuse me.

OBSERVER IN CAR: There's Mueller. Call to him. Ride with us. There is something that I wanted to show you.

MUELLER: You have a meeting. You can't be late.

OBSERVER IN CAR: This will not take long.

MOTORISTS #1: Come on!

MOTORISTS #2: Hey, get out of the way!


WOMAN: Oh, come on!

LADY IN RED: Excuse me.

ANIL: Peter, what's up?

PETER: Anil, I'm gonna need your help with something.


Walter's Lab - Sleepless Nights[]

WALTER: What took so long? You were gone for over two hours.

PETER: He wasn't as interested in bartering as I anticipated. It took some convincing.

WALTER: Gasoline for neon-helium seems like a fair trade to me. You only got four? Well, it will have to do.


OLIVIA: You're back.

ASTRID: Oh, great, Peter. More laser fuel. I'll hook this up after breakfast.

WALTER: Get started. The world's not going to save itself. Chop-chop.

OLIVIA: You left without me. I wanted to go with you.

PETER: It was so early. You were sleeping. I didn't want to wake you.

OLIVIA: That's one way to put it. The other is that you didn't sleep again.

PETER: That's true. I couldn't sleep. But I'm fine.

OLIVIA: You need to sleep, Peter.

LOYALIST PATROL: Locked. What do we got?



OLIVIA: We're okay.

Walter's Lab - Tape #5 Recovered[]

RECORDER WALTER: This is Tape Five of my plan to defeat the Observers. This is what you must achieve next. These cylinders were designed by the invaders. They are Beacons that allow them to locate different points in space-time. You will need two of them. This is where you will find them.

WALTER: I know that building. That was one of our labs at Kelvin Genetics. Belly and I designed it.

RECORDER WALTER: From the East Entrance, follow the hallway, two yellow doors. They lead to a staircase. At the bottom of that staircase, you will find the private storage of William Bell. At the time of recording this, Bell was keeping two Observer cylinders in that storage facility. You must retrieve them. The doors are made of reinforced steel. They can be unlocked with Bell's handprint.

ASTRID: Walter, that's why you took Bell's hand when we were freed from the Amber. You said that it was for a storage facility. It was for this.

RECORDER WALTER: If you cannot find Bell or if you learn that he is dead, you will have to unlock the storage...

WALTER: So that's why he was with us in the Amber. I needed him to get the cylinders.

RECORDER WALTER: Your freedom depends on it.

ASTRID: Walter, that's not the only reason.


ASTRID: Well, before the invasion, you had been talking with Bell. He said that he wanted to help you defeat the Observers, that he realized how important this was. And then he betrayed us to gain favor with them.

WALTER: I do remember something about this. He came, and I trusted him. There was another man. He had an accent. I was being tortured. He kept asking me something. He kept asking... is it safe?Then I escaped, and Bell helped me. And then he drove me right back where I was being questioned. He worked for them. He worked for them!

ASTRID: Walter, that's from the movie Marathon Man.


PETER: You called me in Boston. You told me that you were ready to implement the plan but that you needed my help to do so.

OLIVIA: Then you sent me to Grand Central Station to collect the Thought Unifier.

PETER: And by the time I got to you and Astrid, you were with William Bell, but then the Observers found us, and we realized that the only way they could have known where we were is if he told them. That's when you Ambered us.

OLIVIA: So if Bell led the Observers to you, how can we be sure that the cylinders were even there to begin with?

ASTRID: Or if he even had them? Let's open his storage and find out.

WALTER: Fire up the laser, Agnes. Let's get that hand out of Amber.

Kelvin Genetics - Initial Recon[]

WALTER: Oh, my.

OLIVIA: Is this it, Walter?

WALTER: Yes. I used to drop acid right over there and watch the ships come in from the bay. This was the East Entrance. The yellow doors to the underground storage are here somewhere.

PETER: The doors are there.

OLIVIA: Peter?

PETER: From an engineering standpoint, they'd have to be.

OLIVIA: No, Peter, your ear.


Kelvin Genetics - Entry Options[]

OLIVIA: When we closed the Observer's shipping lane, Peter fired anti-matter into it with an RPG. Do you think maybe the blast damaged his ear?

WALTER: How's your hearing, Son?

PETER: My hearing's fine. I’m fine. Really.

WALTER: I want to examine you as soon as we get back to the lab.

PETER: What are you thinking, Astrid?

ASTRID: We have some anti-matter batons left. Maybe we could use them to clear a path to the door.

WALTER: Anti-matter would consume not only the debris, but the storage facility underneath as well.

OLIVIA: What about Anil? I mean, he has manpower. Maybe The Resistance would help us.

PETER: The heavy machinery we'd have to use to clear away all the rubble would draw too much attention.

WALTER: We go through it.

PETER: It's Anil.

ASTRID: What do you mean, we go through it, Walter?

PETER: How did it go?

ANIL: I couldn't give him the briefcase.

PETER: What happened?

ANIL: I followed the Baldie into the park. I did everything just like you said.

PETER: You should have seen him sit at a bench. And you should have seen him stand up and forget his briefcase. You would have then approached him and given him the one that I gave you.

ANIL: He never forgot his briefcase, Peter. He was sitting on the bench. I saw him get up. But he took his briefcase with him.

PETER: That's impossible. Wait there. I’m coming to you.

WALTER: Peter, we need to see Nina Sharp.

OLIVIA: Walter thinks that if we can change the molecular structure of the concrete, then maybe we can clear it.

ASTRID: Nina works for the Ministry of Science. She's got access to advanced technology.

PETER: Okay, you go talk to Nina. I have to meet up with Anil.


PETER: He didn't want to say over the comm, just that it was important. You've got that look on your face.

OLIVIA: What look?

PETER: The look that says, I'm worried about you.

OLIVIA: Should I be?

PETER: Absolutely not. You go talk to Nina. I'll liberate myself a ride.

Ministry Of Science - Warm Reunion[]

NINA’S ASSISTANT: Ms Sharp? Ms Sharp?

NINA: Uh, push my afternoon meeting. I'll be out of the office for a bit. I never thought I would see you again. So how are you holding up?

OLIVIA: It's been hard. But we are continuing on with Walter's plan... for ‘Etta.

NINA: I'm so sorry for your loss. ‘Etta was very special to me. And when Phillip told me... I wanted to reach out to you so much, but I was afraid that I would jeopardize your safety.

OLIVIA: I know. But now we have no choice. We need your help, Nina.

NINA: Of course. Anything.

OLIVIA: Well, despite the damage to the building, we still think that the underground storage is intact. We just can't get to it.

WALTER: I was hoping you would have access to technology that could... change the atomic structure of the rubble, and help us clear it.

NINA: The Observers created a device that dramatically alters atmospheric pressure, speeding up molecules in all the matter in a controlled area. A process called Sublimation.

WALTER: You mean converting solid matter directly into gas?

ASTRID: So all the rubble would just evaporate?

NINA: Well, essentially, yes. They used the technology to clear large areas of land for construction, like Central Park, when they were prepping it to build their air-degradation machine. I'll meet you in the South Side of the building in ten minutes.

NINA: Are you angry with me, Walter?

WALTER: Why should I be?

NINA: Because I told ‘Etta and Simon how to reimplant the portion of your brain you had removed.

WALTER: You did what was necessary.

NINA: Yes, I did. We needed your intellect restored. There was a lot at stake. There still is. Have you noticed any changes in your personality since the implant?


NINA: The tissues are integrating faster than I thought.

WALTER: The man I was before... do you see him in me now?

NINA: No. But you would know better than I. Are you worried?

WALTER: The man I was before, he was consumed by ambition, by hubris. He never cared about anyone. All he cared about was walking with the gods. It's different this time. I’m different. I have Peter. He won't let me become that man again.

NINA: Hastings. Give Doctor Bishop anything he wants. Yes, that Doctor Bishop.

DARRYL HASTINGS: Well, it would be an honor.

Manhattan Rendezvous - Missing Variable[]

PETER: There must be some variable you're forgetting. Tell me exactly what you saw - - every single detail.

ANIL: The Baldie was sitting on the bench, writing in his notebook.

PETER: Did he interact with anyone in the park?

ANIL: No, not that I saw.

PETER: Did you see a little girl? She would have been playing with a yellow ball in front of the bench Royce was sitting on.

ANIL: How could you know that?

PETER: Royce was supposed to be distracted by the kid playing as he stood to get up. He was going to forget his briefcase.

ANIL: No, Royce wasn't paying attention to any kid. He was talking on his comm.

PETER: He was on his comm?

ANIL: Yeah. I was too far away to hear anything. He stood up, grabbed his briefcase, and walked away.

PETER: That's it.

ANIL: That's what?

PETER: The variable. The one thing that I failed to see - - Royce on his comm.

ANIL: Peter, what are you talking about?

PETER: He's going to the restaurant next. Give me the briefcase. I'll switch it there. I know that you have questions, Anil, but I’m just gonna have to ask you to trust me.

ANIL: What's this?

PETER: An address. Go there, and wait outside.

ANIL: This is a Baldie precinct.

PETER: At exactly 6:17, Royce and another Observer named Mueller will walk into that building. Call me when they do.

ANIL: I'll comm you when they show.

PETER: Thank you.


Cavatina Bistro - Preparing To Switch[]

PETER: I'd like to check this.

COURTESY DESK: Sure. I haven't seen you in here before.

PETER: It's not really my crowd.

COURTESY DESK: You better be careful. You don't want to get read.

PETER: You should get that. (phone rings) Old trick.

Ministry Of Science - Girl Talk[]

ASTRID: How are you and Peter doing?

OLIVIA: Peter doesn't sleep. He leaves the lab at all these odd hours. And when he gets back, and I ask him where he's been, he's always got an explanation that - - that makes sense. But... I just think there's something he's not telling me. I can feel it.

ASTRID: Well, he's been through a lot. I mean, you both have.


ASTRID: I'm not defending Peter. I saw how isolated he made himself after ‘Etta went missing in The Invasion. I would say that, compared to that, he has come a long way.

OLIVIA: I keep telling myself that this time we're stronger. I'm - - I'm worried that... I'm losing him again.

Cavatina Bistro - Switching Cases[]

COURTESY DESK: Hello. Cavatina. I'm at work, Ronny. Can we talk about this later? Because unlike you, I have a job.

Ministry Of Science - Helpful Tech[]

DARRYL HASTINGS: This baby has an event radius of up to one thousand meters. These rods, they mark the boundaries of whatever area you want to Sublimate.

ASTRID: What's this?

DARRYL HASTINGS: Don't touch that! I haven't even showed you the 'power-up' sequence yet. You see this light here? It turns yellow, you're good. But blue, that means the fission core is overheating. That's a common design flaw in these Gen-One models. Blue... means run. Okay.

NINA: I'm worried about you, Walter. What you said earlier - - that Peter would keep you from becoming the man you used to be. I'm not sure that's enough. I knew the man you were - - you and William. You both tested the limits of science, of the universe. You felt that boundless power that comes with omnipotence. You felt what it was like to be God.

WALTER: You don't need to remind me, Nina. I was there.

NINA: Then you should know how hard I tried to hold on to William. How much I loved him. But that wasn't enough. I wasn't enough. Because nothing can compare to that feeling - - to that kind of power. So he let me go.

WALTER: The reason you couldn't hold onto him is because he never loved you. He never loved anyone except himself. I've been fooled by him too many times to think anything else. I know better, and so should you.

NINA: You asked me before if I saw him in you. I just did. The Walter I know would never say anything so cruel. But the Walter who lay on an operating table in William's laboratory, begging to have pieces of his brain removed, for fear of what he would become, he would.

WALTER: I've come a long way. I love my son, he loves me. That will save me.

NINA: For your sake, I hope that's true.

OLIVIA: Walter... we're ready.

NINA: Oh, there's one other thing that you should know. The Observers analyze any change in the atmosphere, so once you utilize the technology, they will respond within minutes.

OLIVIA: Okay. Then we'll have to be quick. Thank you, Nina.

NINA: Good luck.

Manhattan Highrise - Briefcase Surprise[]


Kelvin Genetics - Gaining Access[]

WALTER: Is that ready, Dear? Well, come on down and set this one for me.

PETER: Hello?

ANIL: You managed to switch the briefcase.

PETER: What happened?

ANIL: It was a success. This place is crawling with Baldies.

PETER: Go home, Anil. I'll contact you.

OLIVIA: So what did Anil want?

PETER: I waited for him for over an hour - - he didn't show. That was him calling to let me know that he got stopped at a checkpoint.

OLIVIA: Did he tell you why he wanted to meet?


WALTER: Olivia, Peter, we're ready.

PETER: So what do we have?

WALTER: Matter Sublimation Device.

ASTRID: It converts solid mass into gas.

PETER: Perfect.

WALTER: Stand by.

Storage Bunker - Beacon Recovery[]

PETER: It's charged, Walter. Go ahead.

WALTER: Belly, you monster!

PETER: What is it, Walter?

WALTER: My Bowie... he stole it. It's not enough that he institutionalized me, betrayed our friendship, but he pilfered my record collection as well!

OLIVIA: We don't have time, Walter. Keep looking.

PETER: Guys...

WALTER: I know this safe. I remember when Belly had it built. An extra measure of security to guard the things he valued most. The cylinders must be in here.

OLIVIA: Walter, do you know the combination?

WALTER: Of course. Belly used the same combination for everything. He had a terrible memory. Too much LSD, I suppose.

ASTRID: Walter?

WALTER: Yeah, just - - just give me a minute. It's very simple, I just - - I think I have it.

ASTRID: Come on, Walter. Nina said the Observers would detect the atmospheric change. We've been down here too long already.

WALTER: I - I'm sorry. It was so long ago.

OLIVIA: Walter, if you don't think that you can do it, we should leave, now.

PETER: Clear your head, Walter. Try to relax. Think about the cylinders. You have all the time in the world.

OLIVIA: Peter, the Observers could be up there right now.

PETER: Take a deep breath, Walter. Focus.

WALTER: Five...Twenty... Ten. I should have known better than to trust that scoundrel. It was all a lie to lure me to the Observers. He never cared about saving the world.

ASTRID: What is that?

OLIVIA: I don't know, but whatever it is, it must have been valuable enough to Bell for him to want to keep it in the safe.

OLIVIA: What did you just do?

PETER: I have no idea.

OLIVIA: Peter, careful. We don't know what's waiting for us. Peter, where are you going?

PETER: I'll take my car. It's logical that we split up.

WALTER: Olivia, before we go back to Boston, I'd like to make a stop first.


Brooklyn Waterfront - Requited Love[]


NINA: Walter. Did everything go okay?

WALTER: Yes. The device you gave us worked. We have the cylinders.

NINA: Good. Why did you want to see me?

WALTER: I asked Olivia to bring me back because I wanted to give you this. It was in William's safe. I was wrong. He did love you. And it wasn't enough.

NINA: No...

WALTER: I'm scared, Nina. Every day that goes by, I feel him more and more. I'm losing myself. I'm becoming the man I was. And just like before, everyone that I care about will be driven away and will suffer because of me. I need you to take them out.

NINA: What?

WALTER: It's perfectly safe. My intellect may be diminished slightly, but it's the only way to hold on to the man I've become. Please, Nina... You must remove these pieces of my brain.

Henrietta's Apartment - Timeline Tracking[]

OLIVIA: Peter?

PETER: They're timelines.

OLIVIA: Timelines for what?

PETER: For them. Windmark's top Lieutenants. For security reasons, they're rarely in the same place at the same time. Every movement, every interaction, every second of their day is accounted for. Using this information, I can manipulate events. The tech that gave them their advantage over us... I have it now.

OLIVIA: That thing in their heads - - you implanted one in yourself?

PETER: I've been following them. They don't know where I am, but I know where they are. Today, yesterday, and the day before that. It gives me enough information to determine their probable futures. Mueller was going to get in a town car and be late to the meeting. Royce would have left. I needed them there at the same time. I made that happen.

OLIVIA: What have you done?

PETER: I used a toxin from Walter 's cold storage, the flesh-eating toxin that killed everyone aboard Flight 6-2-7. Our first Fringe experience... was their last.

OLIVIA: That's why you knew that they wouldn't be coming for us at the storage site. You knew that they would still be responding to your attack.

OLIVIA/PETER: (simultaneously) You can't do this. This is... dangerous.

PETER: We're going to avenge ‘Etta. Windmark is next.

Walter's Lab - Slipping Away[]

ASTRID: Walter. Is there anything I can get you before I go to sleep?

WALTER: No. Thank you, Dear.

ASTRID: We did good today.