The Transformation
Season 1, Episode 13
Normal 113 transf 059
Air date February 3, 2009
Written by J.R. Orci
Zack Whedon
Directed by Brad Anderson
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Cast | Transcript

"The Transformation" is the thirteenth episode of the first season of Fringe.


When the Fringe Division delves into another bizarre occurrence aboard an international jumbo jet, freakish remains are discovered at the crash site. Memories tip the team toward some promising leads, but the bigger picture and mysterious threat eludes them. With limited options and insufficient intelligence, Olivia Dunham and Peter Bishop go undercover.




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.


Visiting John Scott

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.


John in the Dreamscape

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".


Meeting the Dealers

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.


Olivia and Peter being held at gunpoint.

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.

Notable Quotes[]

Bowman: What weapons do you have? What weapons?!?
Male Flight Attendant: We have a taser in the cockpit which I will use on you if you don't calm down.
Bowman: Taser won't do a thing. It'll just piss me off.

Broyles: One of the advantages of being the Defense Department's biggest contractor is that Massive Dynamic has money to develop technologies generations beyond that of the US government.

Peter [answering a phone in the lab]: Bishops' House of Horrors!

Astrid: It also gave him four extra nipples.
Peter: Maybe he mutated into an opossum.
Walter: No, opossums have 15 mammaries, unlike most mammals, who have an even number of nipples. Hence, the one half rule regarding nipples.
Astrid: The one half nipple rule?
Peter: You just had to ask, didn't you?
Walter: The typical number of young in the litter is usually equal to half the number nipples on the animal. The number of nipples being the maximum litter size. Humans, for example, one child is the typical. Maximum, twins. Barring extraordinary cases when the young exceed the number of nipples.
Peter: God, I hope I never have to hear him say the word "nipple" again.

Walter: This is an antidote. While I can't guarantee will actually work, I do have a recorded IQ of...
Astrid: 196.
Walter: Really?


  • Depending on how you view this episode, "The Transformation" may or may not be the only episode to date in which The Observer does not appear. According to the Observer Sightings blog, an image of the Observer was digitally added to the far left of a shot showing a soccer field. However, viewers watching the original broadcast on non-widescreen sets could not see him. In the DVD version of the episode, however, he is visible.
  • On Saturday June 30, 1956, United Airlines Flight 718 struck TWA Flight 2 over the Grand Canyon (Arizona) in mid-air, resulting in the crash of both planes and 128 fatalities. It was at the time the worst aviation disaster in history, and a catalyst for sweeping changes in the regulation of flight operations over the USA. United still uses the flight number 718 on its Burbank-San Francisco route.
  • 147 passengers were killed on Flight 718, which is also the identical number of passengers killed on Flight 627.
  • While undercover, Peter Bishop mentions The White Horse Pub on Wheatley Road in Oxford and its Thai food. There really is a White Horse Pub on Wheatley Road, and it really does feature Thai food on its menu.
  • Over three years later, it is discovered that David Robert Jones and ZFT were actually behind the creation of the drug that caused the transformations seen in this episode.
  • Conrad Moreau, arrested for the illegal sale at the end of the episode, may be a reference to the wild science-fiction novel The Island of Doctor Moreau by H.G. Wells from the late 1800s. In it, a man named Moreau created an island community of human-animal hybrids and showed the repercussions of man playing God. Several movies have been made from the same. The grotesque creature, like that in the aircraft scene, is common to the H. G. Wells theme.
  • In the final scene, John, played by Mark Valley, gives Olivia (Anna Torv) an engagement ring. In real life, Mark and Anna were secretly married when they filmed that episode. They had met on the set of Fringe and, wanting to keep things separate, they kept their relationship a secret until Mark was out of the show. 
  • It is likely that the name of Marshall Bowman is a reference to two characters on J.J. Abrams' show Alias. Marshall Flinkman is a computer genius who marries NSA agent Carrie Bowman


  • When Charlie Francis is briefing Olivia Dunham at HQ, he states that Marshall Bowman was 42 years old, but in the passenger manifest, Bowman's DOB was listed as 7/1/1963, which would imply that Bowman was in fact 45 years old.
  • At approximately 15:00, it's stated that Marshall Bowman was identified through a DNA match. Yet, seconds later, it's stated that the virus rewrote Marshall's DNA, which should make any genetic matching impossible.


  • "Oxygen" by Colbie Caillat