Cast | Transcript


Remote Base - The Trigger[]

(a caravan of vehicles drives to a remote facility in the dark of the night. military sentries man the gate and challenge the non-military vehicle as it attempts to enter the compound)

LIEUTENANT PIKE: Clearance and I.D. (to Broyles after he rolls down his window)

WALTER: (rolls down his window and politely asks the second sentry) Do you have any chewing gum?

PFC TOMFORDE: (baffled) Excuse me?

PETER: (interceding) I'm sorry. He's got this thing with his ears.

WALTER: It's not a thing with my ears. I've got a blocked Eustachian tube. And it's a perfectly natural reaction. Any flavor will do, although I'm rather partial to grape.

LIEUTENANT PIKE: Welcome back, Colonel Broyles. (salutes smartly)

(inside a large hangar on the grounds: scientists, technicians and facilitators pour over databases and design schematics)

JAMES FALCON: We've tried a dozen different power sources.

NINA: (looks at a page with a drawing of the Wave Sink device) And there were no reactions at all?

JAMES FALCON: We've run all the diagnostics. The machine continues to be unresponsive.

AIDE: (approaches) Miss Sharp, your guests are here.

NINA: Expand the telemetry parameters and run the tests again.

(Nina finds the Fringe Team and walks them back to the hangar through the break area)

NINA: I understand you broke the encryption on the computer the other Olivia left behind.

BROYLES: A few days ago. Peter gave us a number of password suggestions. One worked.


WALTER: Yeah. It was a song lyric. And Fauxlivia ruined U2 for all of us.

NINA: Fauxlivia?

PETER: That's what Walter's calling her now. 'Fauxlivia' as in "fake Olivia."

NINA: Ah. Uh, the data on the computer. What did you find?

BROYLES: Unfortunately, it's one big file, mission details buried in hundreds of pages of mundane observations about our world. We don't know what's valuable and what isn't. And we can't identify any type of code.

WALTER: (enters the hangar bay) Oh, my.

OLIVIA: It's bigger than I imagined. (the team stands in awe, staring)

PETER: Well, I suppose... it's just big enough to destroy a couple of universes.

JAMES FALCON: (briefs the team as they approach the bank of technicians and scientists at their monitors) So far, we haven't been able to figure out how the machine works. NASA, the CIA, the NIH. We've had the government's top people at our disposal.

WALTER: Which are you?

JAMES FALCON: Excuse me?

WALTER: Which agency do you work for?

NINA: Walter, this is Doctor James Falcon, our lead scientist on this project.

WALTER: Oh. Well, I suppose that makes me your boss. I am Doctor Walter Bishop. (shakes hands) Sorry for the interruption. Please continue.

JAMES FALCON: As I was saying, we're confounded. There doesn't seem to be an energy source and nothing that suggests the machine can hold or transmit any type of power.

DOCTOR GRANT: (typing at a nearby console. surrounding monitors start to fluctuate and degauss) Jack, are you getting this?

JACK: Yeah.

DOCTOR GRANT: Some kind of electromagnetic spike. (metallic objects start to tip over and slide around)

NINA: Well, we think the problem must be the missing piece. The one that the other Olivia stole.

PETER: That could be right. (referring to the blueprint on the table) The piece was right from the center of the machine. So it could be the power source.

JAMES FALCON: Did the other Olivia mention the machine in her files?

BROYLES: We're still working through the data. (interrupted by the screeching. portions of the device start to move and slide into a new configuration. Peter wipes his bleeding nose. everyone in the room looks on as the disruption ends)


JAMES FALCON: It's like... something triggered it.

PETER: Something did trigger it. Me.


Bishop's Residence - Not So Stealthy[]

(late at night, the front door opens slowly and Peter slips into the house wearing dark clothes, dark gloves and carrying a large tote bag. he puts the bag down and heads to the refrigerator for a snack. he sits to prepare a sandwich)

WALTER: (walks to the kitchen in his pajamas and robe... holding a book) Peter. You've been out?

PETER: No, I just came downstairs. I couldn't sleep.

WALTER: I thought I heard the door.

PETER: (shrugs) You must have been dreaming.

WALTER: I don't think so. I wasn't sleeping either. Is that peanut butter? Can I have one?

PETER: Mm-hmm.

WALTER: How you feeling? Any more nosebleed?


WALTER: Headaches?


WALTER: But you're unable to sleep?

PETER: Yes, but I don't think that has anything to do with the machine, Walter.

WALTER: Might. We don't know yet. We don't know anything. (places the book on the counter) The First People's book. I read it cover to cover a dozen times. There's nothing to suggest how that device works or how it's connected to you.

PETER: Walter. Stop, please. I want answers too. And I know you want to help me, but I don't think that you can this time. You can't protect me from everything. (hands over the first sandwich)

Massive Dynamic - Prepping Peter[]

JAMES FALCON: (attaching electrodes as he prepares Peter for testing in a large scanning device) Only a couple more, Mister Bishop.

WALTER: (vehement) You still haven't convinced me that this is necessary.

JAMES FALCON: Every human being gives off a unique electromagnetic signature. We're testing to see if it was indeed your son's that triggered the machine.

WALTER: I have a graduate degree from MIT as well. I don't need a test to know how unlikely it is that this has got anything to do with electromagnetics.

NINA: Now Walter.

WALTER: Peter. Do you have any idea how much radiation you're about to be exposed to?

PETER: (lays calmly. with some sarcasm) Well, I do now, Walter.

NINA: Walter, I think you're overreacting.

WALTER: (to Nina) May I have a word in private, please?

NINA: (inside the adjacent observation room) We can't fire him, Walter. He's one of the most gifted biomedical engineers in the country.

WALTER: I don't care who he is. (emphatic) I don't want him poking and prodding my son.

NINA: I know you're worried about Peter.

WALTER: (angrily) I'm not worried, Nina. I'm terrified. Did you see the way that machine reacted to him?

NINA: (calming. certain) That is precisely why we're running these tests.

WALTER: This is a waste of time. It's not going to tell us anything. Nina, I need you to do something for me. I've been trying to regenerate my brain cells. But William was too clever for that. He not only took out pieces of my brain, he inhibited their ability to replicate.

NINA: Walter

WALTER: -- but Belly kept detailed notes of everything he did. I want to see his research to know how to reverse what he did to me. To regrow my brain cells.

NINA: Walter, that's more than fifteen years ago.

WALTER: I'm not whole, Nina. If I'm to figure out how Peter is connected to the machine, I have to get smarter. (plea) It's the only way I'll be able to help my son.

NINA: Yes. I'll get on it right away.

WALTER: Thank you.

OLIVIA: (approaches Peter as he is prepped) Hey.


OLIVIA: You okay?

PETER: Oh, yeah. Yeah, I'm great. (jesting) In fact, I think I might use my newfound superpowers to make this machine levitate.

OLIVIA: Oh, well, now that would be impressive. (curious) Listen, I tried to call you last night and you didn't pick up.

PETER: Oh. Yeah. (rolls eyes) Walter was being Walter. I had to go for a walk.

JAMES FALCON: We're ready. Do you want something to help you to sleep? This may take a while.

PETER: No. I'm okay. Thanks.

JAMES FALCON: Peter, relax. This procedure's perfectly safe.

PETER: I'm sorry, Doc. You'll forgive me if I'm a little bit leery of machines right about now.

JAMES FALCON: I understand.

OLIVIA: Okay, well, I'm going to be right outside. (steps away with Falcon as Peter is slid into the scanner)

Port Authority - Discovering Baird[]

(midday in the courtyard between several large government buildings. a man takes a cigarette break near the Koi Pond filled with leafy aquatic plants. he notices something strange in the fountain, removes the cigarette from his mouth, grabs a twig from the ground and moves the floating vegetation aside. curious about the dead fish, he finds a man floating face-up at the bottom of the shallow pond)

Walter's Lab - Discreet Help[]

BROYLES: (enters the lab while Astrid is cleaning the aquarium) I see Doctor Bishop leaves the high intensity work for you.

ASTRID: Agent Broyles. You know they're all over at Massive Dynamic.

BROYLES: I know. I came to speak with you. For the past two days, an encryption team has been waiting for the data on the other Olivia's hard drive.

ASTRID: Yeah. I hear it's one big mess.

BROYLES: More than three hundred pages of material. Details about this world. Profiles on our people. Mission specifics. It's difficult to know what information's important.

ASTRID: Well, I'm happy to help.

BROYLES: I knew you would be. And we certainly could use your skills. But there's a reason I haven't already asked. Her mission logs are filled with personal observations. And many of them concern her relationship with Peter. And given what Peter and our Olivia have been through--

ASTRID: I understand. I'll be discreet.

BROYLES: The file is on the mainframe. (hands her a card, then answers his ringing cellphone) Broyles. (listens) I'll be right there.

Massive Dynamic - Accelerated Pulse[]

JAMES FALCON: (studying the monitor in the Observation Room) Yes. I admit his rate is a bit high.

WALTER: A hundred and thirty beats per minute is hardly a bit high. I want you to take him out of that machine right now.

JAMES FALCON: Doctor Bishop, it's a very narrow tachycardia. It's hardly life-threatening. It would be ridiculous to stop testing for this.

OLIVIA: Okay, so what is going on?

JAMES FALCON: Peter's heart rate is a bit elevated. I assumed it was nerves at first, but he should've stabilized by now.

OLIVIA: Are you saying that his heart rate could have triggered the machine?

JAMES FALCON: No, I don't see how it could have. But it is curious and implies we should do more tests.

WALTER: (angered) By all means. Let's use my son as a new Massive Dynamic lab rat!

OLIVIA: Walter, I don't think the doctor was -- (answers ringing cellphone) Dunham. (listens) I'm on my way. (to Walter) Okay. I've got to go. Can you call me if you learn something new?

Port Authority - A Possible Mole[]

BROYLES: (strolling along the edge of the pond as the forensics personnel investigate the area) His name was Michael Baird. He was found dead in the fountain by a colleague. M.E. thinks he was murdered some time around three A.M.

OLIVIA: So what's with the dead fish?

BROYLES: They died of mercury poisoning.

OLIVIA: Mercury? (looks at Baird's body) He's a shapeshifter.

BROYLES: That's not all. (to a forensics technician) Turn him over, please. (to Olivia about the large incision in Baird's lower back) His data storage disk was removed. (to the technician) Thank you. (to Olivia) Whoever did this knew what they were doing. So why would someone kill a shapeshifter?

OLIVIA: You mean someone other than us? Okay. (postulating) What if this was Walternate? What if he sent over some type of cleaner to tie up all the loose ends? To kill this guy before we...

BROYLES: ... before we learned what he knew.

OLIVIA: What are you thinking?

ASTRID: (in the lab. answers her ringing cell phone) This is Astrid.

BROYLES: Agent Farnsworth. I need you to run a search on the other Olivia's data file.

ASTRID: Okay. What's the name?

BROYLES: Michael Baird.

ASTRID: (types in the request) Yeah, he's on here. He's on a long list of Port Authority employees.

BROYLES: Shut down the mainframe. Shut it down now. And from this moment on, no one accesses that file except you.

OLIVIA: (after the phone call is completed) What's going on?

BROYLES: We cracked the encryption on the other Olivia's hard drive thirty-six hours ago. Among the info, she lists thousands of names. Michael Baird is one of them. Suppose Walternate knew we were getting close to identifying the list of shapeshifters on that drive.

OLIVIA: How would he know that?

BROYLES: Because someone on our side may have told him.

OLIVIA: We got a mole.


Massive Dynamic - Test Results[]

PETER: (sits on the apparatus, having redressed) Well?

JAMES FALCON: (enters the testing area with paperwork) I'd cut back on fried foods. But your lab work, the E.E.G. readings, it all looks pretty standard. Nothing to indicate you and the machine share an electromagnetic signature.

PETER: And there's nothing out of the ordinary?

JAMES FALCON: Well, like I told your father, your heart rate was a bit elevated. But that could be adrenaline, nerves, stress.

PETER: Doctor, come on, when I got within fifty feet of that machine, things started flying around the room. My nose started bleeding. You're honestly trying to tell me that that's just a coincidence?

JAMES FALCON: No. I'm telling you we still have no idea how any of that happened, but from a medical standpoint, you seem perfectly normal. I'm willing to run more tests. But, frankly, I thought you'd be relieved.

PETER: (smiles. grants him one) Well, hey, you're the doctor.

WALTER: (enters the test room, trying, and failing, to be soft spoken) Peter. Agent Dunham called. They found a dead shapeshifter. (catching Falcon's attention) She thinks that someone on the inside must be feeding Walternate information.

PETER: Let's go. (pat to the back of Falcon) Thank you. (leaves with Walter)

JAMES FALCON: You're welcome.

Walter's Lab - Sifting The Data[]

(gathering around Astrid's workstation)

BROYLES: We assume the shapeshifter was killed because someone knew it was just a matter of time before we I.D'd him.

PETER: We need to round up anybody who had access to the other Olivia's hard drive.

BROYLES: We're already on it.

PETER: All the FBI decryption teams. Anybody in Massive Dynamic.

OLIVIA: (think about something else) Okay, Peter.

BROYLES: Trust me, we're on top of it. We're questioning every one of them as we speak. In fact, that's what Walter and Nina are doing at Massive Dynamic now.

PETER: What about the rest of her file? Does it mention any other shapeshifters other than Baird?

ASTRID: Well, Newton's mentioned. And if there are two of them, we're assuming there are more. But there are hundreds of names throughout the file. Just lists of government employees, local cops.

BROYLES: We're running profiles on all of them now. We're looking for anything that might indicate a recent change in behavior. Anything which would suggest having been replaced by a shapeshifter.

OLIVIA: (ready to get to work) Alright, well, it looks like a big job. So how can we help you sift through the data?

ASTRID: (hesitantly) Um, it's probably not a good idea.

OLIVIA: Why not?

PETER: (knows why. flatly) Because she wrote about me.

BROYLES: (concurs. flatly) Yeah. Some parts of this read like a diary. You're quite prominent.

PETER: We should get to Massive Dynamic.

OLIVIA: (upbeat. to Astrid) Okay, well, call me if you find something. (leaves with Peter)

Massive Dynamic - Lie Detection[]

BRANDON: (as he draws a blood sample) State your full name, please.

MATT GOLDIN: (even tone) Special Agent Matthew Nicholas Goldin.

JAMES FALCON: Does the name Michael Baird mean anything to you?

MATT GOLDIN: (flatly) No, it does not.

BRANDON: Where were you born?

MATT GOLDIN: Brooklyn, New York.

PETER: (watching the interview on the monitor in the observation) How many more are there?

NINA: Twenty-two of our people. Another seven from the FBI. So far, all the blood tests have come back negative. But that doesn't rule out the possibility of a human mole.

PETER: Lie detectors are unreliable.

OLIVIA: He's right. People beat them all the time.

NINA: (confident) Well not this one. William designed it. It measures the slightest shift in facial muscles, which allows us a link to stress and a particular emotion. His facial muscles tell us that his stress is not connected to feelings of guilt or shame.

WALTER: (impressed) Very clever. I wish I'd thought of it.

PETER: We need to keep everybody in custody until we find the leak.

NINA: There are nearly thirty people on the list. I'm not sure that's practical.

PETER: (slightly accusatory) Do you actually want to catch this mole, Nina?

BRANDON: (over the video feed) Do you know the identity of any shapeshifter?

MATT GOLDIN: (over the video feed) No, I don't.

BRANDON: (over the video feed) Do you know anything about the murder...

NINA: Walter, do you have a moment?

WALTER: Yes. Yes, of course. (leaves the room)

BRANDON: (over the video feed) Have you ever given anyone information to assist in the murder of a shapeshifter?

MATT GOLDIN: (over the video feed) No, I haven't.

Nina's Office - The Need To Help[]

NINA: (hands over a box marked DNA) You were right. I found William's research. His notes suggest that he designed a retroviral serum based on your DNA that will regrow your brain tissue.

WALTER: That's wonderful. Oh, thank you, Belly. (opens the box)

NINA: Walter, William experimented with lab animals first. A rat and a chimpanzee. Now, back in the '90s, we had a small lab fire. The original labels were destroyed. I'm going to ask the lab to run diagnostics on all three. Then they should be able to tell us which one was made for you. (as he snorts the DNA sample she handed to him) Walter.

WALTER: Don't worry. I've snorted worse. A few good whiffs and my brain should be able to begin to regrow its missing parts.

NINA: And what if the serum is not based on your DNA?

WALTER: (deadpan) Well, I'll probably get a rash.

NINA: Well, I'm afraid we've got a bigger problem on our hands. I'm worried about Peter.

WALTER: So am I. But that's what this is all about.

NINA: Peter has endured a lot recently. Maybe he should talk with someone. No, what I'm trying to say is there are people that are trained to help.

WALTER: (intently) Nina, he's my son. I'm the one that needs to help him.

Massive Dynamic - Falcon Bolts[]

(Olivia and Peter continue to watch the on-going interview process over the video feed in the Observation Room)

BRANDON: (over the feed) Do you know anything about the murder of Michael Baird?

AGENT RUIZ: (over the feed) No.

BRANDON: (over the feed) How long have you been in the FBI?

AGENT RUIZ: (over the feed) About five years.

OLIVIA: (turns from the monitor) Peter.

BRANDON: (over the feed) And you never heard of Michael Baird before I brought his name up...

OLIVIA: (heartfelt) About the other Olivia's files, I know that you slept with her and I know that you're trying to protect me. But reading about it isn't going to make it worse. Peter, I'm not doing any good here. But if I could help Astrid with the files--

PETER: Olivia. I've conned people. And I know what I would've written about them. She must have thought that I was a fool. (sullen) And I don't want you to see me like that.

BRANDON: (over the feed) Alright, we're done. (to Peter and Olivia once they join him) That's it. We've talked to everybody.

PETER: We should call Broyles and tell him.

OLIVIA: What about Doctor Falcon?

BRANDON: Doctor Falcon wasn't on the team that worked on the hard drive.

OLIVIA: Maybe not, but he was asking questions about it yesterday at the hangar.

BRANDON: (makes a call) Hey, it's me. Uh, could you send Doctor Falcon up, please? (listens) Why not?


BRANDON: Doctor Falcon left work early.

Falcon's Residence - Too Late[]

(Broyles leads the science team and a large tactical squad to raid the house of James Falcon. agents rush into the house and fan-out looking for their target. )

TACTICAL RAID: Clear. Clear. Clear.

(on the floor of the first floor living room, Olivia locates Falcon.. disabled in a pool of his own mercury)


Falcon's Residence - A Step Behind[]

OLIVIA: (over the phone) The exact same as Michael Baird. Two shots in the head and his data storage unit had been removed.

ASTRID: (in the lab, searching Bolivia's database) You're right. Doctor James Falcon. He's on here. He's part of a list of Massive Dynamic employees.

OLIVIA: (to Peter, on the other side of the room) Doctor Falcon's name is on her computer.

ASTRID: So if Walternate's knocking these guys off, they must know something important.

WALTER: (to himself) Damn.

OLIVIA: Yeah. Tell Walter I feel the same.

ASTRID: That's not about the shapeshifters. Walter's giving himself an IQ test.

OLIVIA: (slightly amused) Okay. Well, Falcon's body is being taken to the lab. So when Walter finishes exercising his mind, can you get him to take a look? And maybe he can find something that will help us identify the killer.

ASTRID: Of course.

OLIVIA: (after the call) Astrid's still going through her files. But so far no luck identifying the remaining shapeshifters.

PETER: Yeah. The techs are drawing a blank too. I don't think we're gonna find anything in here that's gonna tell us who Falcon was working with.

OLIVIA: God, it feels like every time we learn something new, we're still a step behind. If we could get to one of these shapeshifters, maybe we could finally get answers.

Walter's Lab - Falcon Autopsy[]

WALTER: (unzipping the body bag containing James Falcon) My bone saw, Dear. The aspirator, voltmeter, and a ripe banana.

ASTRID: (worried about potential forensic applications) Please tell me the banana's for you.

WALTER: I had a sudden craving. (reflective) It's odd though. Bananas are typically my least favorite fruit. Oh, news. (about a nearby monitor)

ASTRID: (checks the new data) Yeah, but it's not good. Another twenty names have been cross-checked from Fauxlivia's files. None of them are shapeshifters.

WALTER: So you've read all of Olivia's files?

ASTRID: Yeah. Most of them.

WALTER: (quietly concerned) What did she have to say about me?

ASTRID: (upbeat smile. honest) She liked you. She thought that you were kind and brilliant.

WALTER: (accepts the assessment) Would you help me with him, please, Dear? (brings Falcon to an upright position and checks the incision on his lower spine)

ASTRID: Walter! (after he grimaces like an aggressive, non homo-sapien, primate)

WALTER: Oh. I'm sorry. That was very rude. (thinks about his facial tick) I was displaying dominance. 'scuse me? The serum I took. It must have been meant for a chimpanzee.

ASTRID: You mean it's growing chimp DNA in your brain?

WALTER: Well, just a bit. It's fascinating though, isn't it? (now intrigued) How the tiniest change in our composition can yield such drastic changes in our behavior. It's not surprising, really. After all, we share fifty percent of our DNA with a banana.

ASTRID: You sure it isn't dangerous?

WALTER: No. It'll pass. My immune system will recognize it as foreign and reject it. (reclines the shapeshifter) So... the bone saw, please. Hmm.

ASTRID: What is it?

WALTER: I'm not sure. Magnify... (checks the fingernails of the corpse with a large lense) Looks like blood.

Falcon's Residence - Apology Offer[]

OLIVIA: (examines an exterior window) So this must've been how he got in.

PETER: It looks like he used a knife to jimmy open the window.

OLIVIA: Which would suggest that he and Doctor Falcon were strangers, or otherwise he would've used the front door. Right?

PETER: Hmm. (looks around the room)

OLIVIA: Peter. (changing the subject) I owe you an apology. (forthright)

PETER: For what?

OLIVIA: The last few weeks have been really hard for me. I've been so focused on what the other Olivia did to me that I... I just haven't thought about what she did to you.

PETER: Look, Olivia--

OLIVIA: And I want you to know that I'm sorry and that I get it now. The good news is... is that she's gone. I know it doesn't feel like that at the moment, but she is gone. And, um, we can get past it.

PETER: (smiles) Thank you. (phone vibrates. reads the message) I've got to do more tests at Massive Dynamic.

OLIVIA: Do you want me to drive you?

PETER: No. I'll just take the train. But could you call Walter and let him know I'll be home late and not to worry?

OLIVIA: Mm-hmm.

PETER: Thank you. (walks off)

OLIVIA: (answers ringing phone) Dunham.

ASTRID: (from the lab) It's me. We just found blood under Doctor Falcon's fingernails.

OLIVIA: So the killer is human?

WALTER: Appears so. Type A positive. It's fairly common. I'm A positive along with one-third of the population.

ASTRID: I'm searching Massive Dynamic's personnel files now and there is only one person with that blood type who had access to Fauxlivia's files. Brandon Fayette. Nina Sharp's Chief Scientist.

Busy Street - On The Run[]

(a woman rushes down a bustling urban street checking to see if anyone is following her. she cuts between two buildings, up a staircase, through a loading dock and into a quiet back alley, still checking behind her. she is immediately solicited)

TRANSIENT: Spare some change, lady?

JACKIE BERMUDEZ: (calmly) Yeah. (reaches for her purse) Sure. (grabs the hand of the transient, snaps his neck, then plugs her shape-changing device into his palate. she crushes portions of her face for the pending reconfiguration, then initiates the device)

Massive Dynamic - A Quick Bite[]

(Nina escorts Broyles, Dunham and two additional agents quickly through the halls of her facility en route to what may be a crucial arrest in the case of Bolivia's compromised database)

BROYLES: (as his agents level their weapons at the snacking scientist sitting in his lab) Don't move.

BRANDON: (intimidated, and sporting a mouth full of lunch) Can I swallow?

Back Alley - Transformation Incomplete[]

(the shapeshifter finishes the transformation it initiated just a minute earlier and secures its' shape-changing device once it has fully adopted the appearance of the transient male it just killed. then, from the loading dock behind it)

PETER: Hey, Bermudez. (walks from the dark breezeway firing four shots from his silenced pistol into the shapeshifters torso)


Massive Dynamic - Stoked[]

INTERVIEWER: (questioning the one man in the process that no one has questioned) Have you ever killed a shapeshifter?

BRANDON: No. (coy) I've been going to the gym though. I'm kind of stoked you'd think I'd have that kind of strength. You can keep asking me questions. The machine isn't gonna give you a different answer - because I didn't do it.

NINA: (looking at the monitor in the observation area) He's right. Machine says he's telling the truth.

Walter's Lab - A Familiar Pattern[]

ASTRID: Hi. What have you got?

OLIVIA: It's not Brandon. We questioned him and he passed the polygraph.

ASTRID: Well, that's not unheard of. Lots of people defy a polygraph.

OLIVIA: Not this one. Okay, which one of these haven't you gone through? I understand why nobody wants me to read these files. But what's written here is in the past and what is important is the future. Somewhere in here are the names of the remaining shapeshifters. And we're running out of options.

ASTRID: Yes. And we have to find them before whoever's killing them does. Believe me. I know. Broyles is calling me every twenty minutes to tell me the same thing.

OLIVIA: At this point, it's not just the shapeshifters that I'm worried about. I mean, if we can find the next target and surveil him, maybe we can catch this guy.

ASTRID: Look, I am really thankful for your help. Seriously. But I've been through this whole stack already.

OLIVIA: But I'm not just another set of eyes. We're the same. The other Olivia and me. I should be able to think the same way. So maybe I'm gonna be able to find a pattern. (starts reading)

Bishop's Residence - Missing Peter[]

WALTER: (after assembling a banana split, he answers his phone smeared in whipped cream) Hello?

NINA: Walter, it's Nina.

WALTER: Nina. I was just thinking about you. (licks the cream from his finger. then remembers) The first sample is definitely chimpanzee. You can label it now.

NINA: First sample?

WALTER: Belly's serum. I'm ready for round two.

NINA: Actually, I was calling for Peter.

WALTER: He's not with you? Has he finished the tests already?

NINA: Finished? No, no, that's why I'm calling. I wanted to schedule a round of tests.

WALTER: But Olivia said -- (realizes the deception) I must've misunderstood.

NINA: Walter, I understand how you feel about this testing. And I know that Peter is reticent as well. But I also know that you understand why these tests are so important. Will you tell him I called?

WALTER: Yes. I'll give him the message. (looks up the stairs towards Peter's room. after the call he enters the room and snoops around. he finds lists of names from the compromised database. names are circled. names of targeted shapeshifters)

(Peter sits and waits in a vehicle outside of Zach Alperts' home)

Walter's Lab - Cracking The Code[]

ASTRID: (joins her unusually quiet teammate) You okay?

OLIVIA: (reading from Bolivia's journal) "It's strange, but at moments when I'm with PB, I find myself forgetting what I'm here for. PB's different than I expected him to be. A sincerity behind his eyes. A deep-seated goodness. It's hard not to get caught up in it. Not to get caught up in him." (stops reading) You know, this may have started out as a mission, but it turned into something else. She was starting to have real feelings for him.

ASTRID: (shakes head) Olivia...?

OLIVIA: No, I mean, and he's a great guy. And, of course, we're the same. She would see what I see. We speak the same. We use the same phrases. I'm reading this and I'm thinking this is how I make sense of things. Make sense of feelings. Of Peter. We even use the--

ASTRID: Olivia?

OLIVIA: Okay. I think I got something. (grabs a stack of papers) We need the original printout of the file.

ASTRID: Exactly what am I looking for?

OLIVIA: When I was a little kid, my mother used to call me Olive and hers did too. So I think this is a letter substitution code. So O-L-I-V-E. Uh, "O" is the 15th letter of the alphabet. So on the 15th page, the 15th name is...

ASTRID: It's Newton. "L" is the 12th letter of the alphabet. 12th name on the 12th page.

OLIVIA: Michael Baird.

ASTRID: And "I" is the 9th letter in the alphabet. The 9th name on the 9th page.

OLIVIA: James Falcon.

ASTRID: The 22nd name on the 22nd page is Jackie Bermudez.

OLIVIA: And the last one is Zach Alpert. Okay, we've got'em.

Zach's Apartment - Preempted Strike[]

(Peter shims open a window lock on the building he has been sitting outside of. he climbs through the window, closes it and affixes a silencer to the pistol he has. he slinks across the apartment to the room with the television set that is on. he fires twice into the body sitting in front of the television. it falls to the floor. a dummy dressed in Zach's clothing. Peter turns and is smacked in the head with the butt of a pistol, collapsing to the floor)

ZACH ALPERT: Hello, my friend. I was expecting you.


Zach's Apartment - Disk Retrieval[]

ZACH ALPERT: (standing over Peter with a pistol to the back of the head) Where are you getting your information? How did you find me? I know who you are, Peter. You might think that we're not allowed to kill you. But that doesn't mean that we can't hurt you. (puts a screwdriver to Peter's temple) We can get everything we need from you even if you only have nine fingers... or one eye. (startled as Walter enters the house)

WALTER: Peter.

(Peter knocks the shapeshifter to the ground. Zach reaches for his dropped pistol and has the fingers on his right hand chopped-off by Peter)

ZACH ALPERT: Ahhh! (then shot twice in the chest once Peter recovers the pistol. Walter stares in amazement)

BROYLES: (answers handsfree phone call while driving) Broyles.

OLIVIA: (from her vehicle) Jackie Bermudez's apartment was empty. We've got a team sitting on it in case she comes back.

BROYLES: (nearly forced into a collision by traffic as he speeds through the night) Damn it.

OLIVIA: You okay?

BROYLES: Yeah. So five shapeshifters. How'd you break the code?

OLIVIA: There's only five letters in "Olive." Newton, Baird, Falcon are dead. Bermudez is missing.

BROYLES: So that leaves one.

(back in the apartment as he holds the pistol trained on the shapeshifter)

PETER: How'd you find me, Walter?

WALTER: I found your notes on Fauxlivia's file. You left -- they were right on your desk. I'm smart enough to open a phone book. (as Peter flips Zach over and carves a trench in his lower spine) I looked the man up. You killed them all, didn't you, Peter?

PETER: (pulls the memory storage disk from the shapeshifter) And it's been useless. I didn't learn anything from the rest of the data disks. But he's the last one. He must know something.

WALTER: Peter...

PETER: I have to know what they know, Walter. I'm tired of being reactive.

WALTER: Son, this isn't you. You can't just--

PETER: They're soldiers, Walter. They're here to kill us. (as Zach groans) Besides, they're not even human. And I'm not doing anything wrong. (flips the shapeshifter over and fires a bullet into his forehead)

WALTER: Then why didn't you tell us? (dismayed) If you weren't doing anything wrong, why didn't you tell us? I don't know what's happened, but this is not you.

PETER: (answers ringing cell phone) Hello.

OLIVIA: (calling from her vehicle) Peter, it's me. Good news. We identified the last two shapeshifters. We're heading to Zach Alpert's apartment. It's in Revere. I'll let you know if we find him.

(pulls the car up to the front of Zach's home, stops and gets out just as Broyles pulls up and parks. both race inside with pistols drawn and find the remains of Zach)

Bishop's Residence - A Step Ahead[]

OLIVIA: (sitting and talking with her colleagues) We failed. He got all of them and now he's gone. We don't know who he was. We're always just a step behind.

PETER: Well, we still have the other Olivia's computer. (notices he is getting the evil-eye from Walter) Maybe Astrid can learn something.

OLIVIA: Okay. I should get home. (stands and walks off) Bye, Walter.

WALTER: Bye. (still eyeing Peter as he follows Olivia to the front door)

OLIVIA: (privately before leaving) Peter, I read her file. And you should know that you have nothing to be embarrassed about.

PETER: (somewhat relieved) Thank you.

WALTER: I think I know what's happening to you. Every relationship is reciprocal, Peter. When you touch something, it touches you. You're changing, son. When you touched the machine, it changed you. It weaponized you.

PETER: So what do we do now, Walter?

WALTER: I don't know. (thinks as Peter walks away)

Massive Dynamic - More Data[]

NINA: I understand you have news on the device.

BRANDON: Not exactly, but we found these three copies of The First People's book.

NINA: (stops and studies the new collection) Where did we find them?

BRANDON: One was in a museum. The others, private collections. The owners did not want to part with them. But it kind of helps when you have unlimited funds.

NINA: And did they all say the same thing?

BRANDON: It's in three different languages written by three different authors. They're all published within two years of each other. So forgiving for the translations, they're almost literally word for word.

NINA: And - what do you make of it? A civilization that existed millions of years before the dinosaurs?

BRANDON: The planet has been spinning for five billion years. We've only been around for the past 250,000. There were six major extinction events before we even crawled out of the slime. So who's to say that one of them didn't wipe out a great civilization?

NINA: Hmm.

BRANDON: There's another thing. When we put the word out that we were looking for copies of the book, we found out we weren't the only ones. A few years ago, somebody started a similar search.

NINA: Who?

BRANDON: William Bell.


(back at his home, Peter studies his face in the mirror. the eyes are darker. maybe a touch of grey has started. definitely more resolve as he heeds his father's word's. maybe the device has touched him... weaponized him)