The Transformation
Cast | Transcript


Turbulent Flight[]

INTERCOM: Ladies and gentlemen, we will soon been starting our inflight movie. We will be coming through with headsets which are available for purchase for four dollars. And of course exact change is always appreciated.

(Bowman writes in his notes about technology, avoiding capture, imperatives and dangerous... when his nose starts to bleed. the senior woman next to him offers advice)

SENIOR WOMAN: You should put keys on your back.


SENIOR WOMAN: It's an old wive's tale to stop the bloody nose.


SENIOR WOMAN: Actually, I tried it once. It doesn't work. It's all bull.

(Bowman quickly finds the lavatory, checks his teeth, swabs his mouth, tests the swab in solution, and, disappointed with the results, hurries to find a flight attendant)

MARSHALL BOWMAN: Excuse me. Excuse me. Excuse me, I need to talk to you.

MELISSA: Yes, sir, I'll be with you in one moment.

MARSHALL BOWMAN: No, now! Please.

MELISSA: (to the passenger she was serving) I'll be right back. (in the galley to Bowman) What's the problem?

MARSHALL BOWMAN: I'm in trouble. There's something happening to me, that I don't have the time or permission to explain to you.

MELISSA: What is it?

MARSHALL BOWMAN: You need to listen to me very carefully. I need you to go to the passengers, I need you to collect as many sedatives or tranquilizers as you can.

MELISSA: Okay, sir, I need you to take a deep breath.

MARSHALL BOWMAN: This isn't a panic attack. This is real. We will die, all of us, if you don't do what I say.

MALE ATTENDANT: Sir, a threat like that is in violation of FAA regulat...

MARSHALL BOWMAN: Do I look to you like I care about that?

MELISSA: (sees his nose starting to bleed) Oh, my God.

MARSHALL BOWMAN: I need you to get those drugs for me. Do you have any weapons, a gun?

MALE ATTENDANT: (to Melissa) Go call the Captain. (to Bowman) Sir, I'm going to need you to calm down. You're going to scare the passengers.

MARSHALL BOWMAN: They should be scared. What weapons do you have?

MELISSA: (on phone to cockpit) Yeah, it's Melissa.

MARSHALL BOWMAN: What weapons!?

MELISSA: (to cockpit) We have a man here, who's claiming to be in...

MALE ATTENDANT: We have a Taser in the cockpit, which I will use on you if you don't calm down.

MARSHALL BOWMAN: Taser won't do a thing. It'll just piss me off.

MELISSA: (to cockpit) He wants drugs, but he seems to be on something already.

MARSHALL BOWMAN: I need you to do what I say. I'm going into that bathroom. You keep me in there. You keep that door closed. Get whatever sedatives you can as soon as you can.

MALE ATTENDANT: You can go in that bathroom, sir.

MARSHALL BOWMAN: I am not messing around! When you get the drugs, you come back, you knock. If I don't answer, or if I do, and what you see isn't me anymore, you keep that door closed. You hear me? You keep me in there, away from the other passengers. Get the drugs. Quick.

MALE ATTENDANT: Yes, sir. I'll do that.

(Bowman returns to the lavatory more distressed, losing teeth, nauseous and breathing heavy ans screaming)

MELISSA: (on phone to cockpit) Yes, sir, but I think forty minutes is too long.

(Passengers become very concerned as the screaming and thrashing in the lavatory becomes extremely violent)

MELISSA: (on the cabin intercom) Ladies and gentlemen, we have a passenger who is having a hard time... Please remain calm. Everything's going to be just fine.

MARSHALL BOWMAN: (Bowman collapses as large quills thrust from the back of his torso) Ah Agh! Ah! Ah Agh! Ah!

MALE ATTENDANT: What's he doing in there?

MELISSA: I don't know. It just got quiet.

MALE ATTENDANT: Maybe he passed out.

MELISSA: The Captain says we should restrain him. I've only...

(Bowman, fully transformed into a horrific monstrosity, blasts from the lavatory, growling and snarling. passengers scream as he begins to wreck havoc on the tail section of the aircraft)


The Crash[]

(in a large green field amongst the woods near Scarsdale NY, kids play and laugh. a dozen cars are parked around the soccer practice, a trio is headed to the minivan)

MOM: (to the boys as they pile in) Seatbelts, seatbelts.

(as Mom drops the rear hatch on the van, the low-flying airplane appears in the reflection of the hatch window. she turns and watches with concern. she pivots to follow the aircraft as it passes overhead. seconds later, the left wing dips sixty degrees as the aircraft descends to the wooded treeline just over a mile away from mom. almost immediately, a huge fireball barrels into the sky from the destroyed aircraft)

Olivia's Apartment[]

OLIVIA: (walking into the boudoir) Well, hello.

ELLA: Look, Aunt Liv, I'm beautiful. (from playing dress-up)

OLIVIA: You are beautiful.

RACHEL: (intercepting the errant girl) Yes, you're beautiful. But why don't we put this down and take these off? Here, give me... what else do you have here? I'll take that. Alright. Go wash that off.

ELLA: Okay. (leaves)

RACHEL: (to Olivia) Sorry.

OLIVIA: Oh, please. That's fine. Do you remember when we had that sleepover at Aunt Missy's? And then you found the perfume and poured it all over... was it Lola?

RACHEL: No, Lola was the hamster. Roxy was the dog.

OLIVIA: Right.

RACHEL: (looks at ring) Liv, what is this? Is this Mom's? (inspecting the inscription) 'Always'? This isn't Mom's.

OLIVIA: No. It's from John.

RACHEL: John... Your partner, John?


RACHEL: You told me that you guys were... he asked you to marry him?

OLIVIA: Uh, no. He didn't. It was a mistake - suffice to say that it never actually happened.

RACHEL: Uh, no. You can't do that.

OLIVIA: Well, I have to.

RACHEL: I am your sister, and I have told you every excruciating detail of my failed marriage. There's nothing that you can...

OLIVIA: ...He was a traitor. The people that he was working with, we still don't even know who they were. But whoever they were, he was bad. And whatever was between us was a lie, so that he could gain my trust, so that I didn't see him for what he was.

RACHEL: God, Liv... I'm so sorry.

OLIVIA: Yeah. Me too.

RACHEL: And I thought Greg was a jerk.

OLIVIA: Uh, Greg is a jerk.

RACHEL: Yeah. Greg is a jerk.

OLIVIA: (answers ringing phone) Hello? (listens) Where?

Crash Site[]

BROYLES: (walking through the wreckage) Flight 718 went down a little after six P.M. Witnesses say the plane just fell out of the sky. Once we recover the black box, we'll know more.

OLIVIA: So why are we here? Shouldn't NTSB be taking point?

BROYLES: According to Air Traffic Control, they got a distress call from the pilot, but it was cut off and they lost communication. Whatever happened up there, has something to do with what I'm about to show you. It's burned badly. Forensics thought it was an animal at first. They were mistaken. No one's ever seen an animal like this.

WALTER: I can understand the confusion. This creature has pelage (fur) characteristic of an animal. And yet... (flips the charred beast) I will say this... our friend here didn't start out this way.

CHARLIE: (approaching) Hey, Liv.


CHARLIE: Hey... (hands her a stack of files) Copies of the manifest and passports. There's 147 passengers. It's going to be a long few days for the poor folks tasked with trying to identify the remains.

OLIVIA: So is there anyone of any interest?

CHARLIE: Not at first glance, no. Does the elder Bishop have any ideas about that?

OLIVIA: Not yet. Or if he does, he isn't saying.

CHARLIE: So the official word right now is engine failure. The pilot tried to bring it in for an emergency landing. The landing here failed to engage, the pilot lost control.

MARSHALL BOWMAN: (Olivia start flashing visions of Bowman and Hicks talking with John) The way this thing works... works... What it does to you?...It's a horror show... It's far worse than you can even imagine... I'm telling you this stuff... It's a horror show, John.

CHARLIE: (to a lucid Olivia) What? You find something?

OLIVIA: Yeah, I think this is our guy. (refers to the file)

CHARLIE: The fried dog man?

OLIVIA: Yeah. Marshall Bowman. We need to pull everything we can find on him.

CHARLIE: How can you know that?

OLIVIA: Call it my gut.

CHARLIE: (with blind acceptance) You're good.

Walter's Lab - Autopsy[]

(with the scorched, transformed Marshall Bowman on an examining table, the science begins)

WALTER: I'd expect whatever caused this mutation would've completely altered his internal organs. The kidneys appear normal.

ASTRID: It also gave him four extra nipples.

PETER: Maybe he mutated into a opossum.

WALTER: No, opossum's 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 a litter is usually equal to half the number of 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 far exceeds the number of nipples.

PETER: God, I hope I never have to hear him say the word "nipple" again.

WALTER: Evidence of an extradural hematoma. Possibly epistaxis.

PETER: Meaning, he had a colossal nosebleed.

ASTRID: I know.

WALTER: Hmmm. There's something hard inside here. (to Astrid) Scalpel. (cuts) Forceps. (digs a small disk from the left palm)

ASTRID: What is it? A tumor?

WALTER: Not unless a tumor is made of glass.

Situation Room - Initial Leads[]

SIMMONS: (on phone) I need someone over at VertusAir, right now. Yes, this is about 718. What do you think?

RODRIGUEZ: (to co-worker) Look through all the internal reports on structural breakdown...

CHARLIE: (walking with Olivia) Here's everything we have on Marshall Bowman. Forty-two years-old, worked at a credit cortier in Marseille, managed their corporate accounts. Has Doctor Bishop been able to make a positive ID yet?

OLIVIA: No, but we should contact the bank, and see what they can tell us about him.

CHARLIE: Done. Back of the file are Bowman's U.S. clients.

DANIEL HICKS: (Olivia returns to John memories and recognizes Hick from the file she is reviewing) He outdid himself this time. And he's gonna get impatient to sell it off. So you have to get the money lined up fast.

CHARLIE: (to the mesmorized Olivia) What? Olivia, you okay?

BROYLES: (barging in) People, we got something. Simmons, patch me in through public address. Wilson sent over the black box recording, the last sixty seconds of the flight. Play it.

(over the office intercom)

VERTUSAIR 718: New York Center, this is VertusAir 718 heavy. We have a report that there...

TOWER: Tower to Vertusair 718, other aircraft calling, say again?

VERTUSAIR 718: Our purser's reporting a disturbance in the main cabin. There seems... It's trying to get in. New York, we need an emergency land... 718... we have something on board... It's already killed at least three pass--

PURSER: (in background) Dear God, hold that back!

(intercom goes silent)

BROYLES: That's it... techs' trying to recover more. Let's back to work, people. (departs situation room)

OLIVIA: Charlie. Come here a second. See this guy? Daniel Hicks, he owns an import export company based in Chelsea. He's the guy that Marshall Bowman was flying in to meet. We need to bring him in for questioning.

CHARLIE: This your gut again? What's going on, Liv?

OLIVIA: Okay, this is going to sound insane. So let's just put it in the category of "crazy things happening in Walter Bishop's lab."


OLIVIA: (quietly) John Scott and I shared consciousness. Our minds were connected through a procedure before he died, and... some of his memories are still in my head.

CHARLIE: His memories?

OLIVIA: And sometimes I get flashes. I see what he saw in the memory. And in one of these flashes, I saw him with Marshall Bowman and this guy... Hicks. I think they were all working together.

CHARLIE: On what?

OLIVIA: I don't know. A weapons sale of some kind?

CHARLIE: Okay. I'll bring him in.

OLIVIA: That's it?

CHARLIE: Despite the thousand questions I have in my head right now, I'm going to bite my tongue.

OLIVIA: Thank you.

(heading for a desk, Olivia continues the investigation with a phone call)

PETER: (in the lab, answers the call from Olivia) Bishop's House of Horrors.

OLIVIA: Hey, how we doing?

PETER: Good, we got the blood-work back. You were right, it is Marshall Bowman.

OLIVIA: Anything else?

PETER: Yeah, Walter seems to think he was dosed with some kind of designer virus.

OLIVIA: So, it was intentional.

PETER: Hard to say it was an accident, this stuff doesn't exist in nature. And whoever did it, would have to have a deep understanding of cutting-edge genetics. I mean it completely rewrote Bowman's DNA. Even if the plane hadn't of crashed, he wouldn't have survived the transformation. And there's something else - and this falls under the heading of "what the hell?" - but we found something in his left hand. Here, I'll stream it to you. (captures picture with his cell phone) It's a glass disk, about the size of a nickel.

OLIVIA: (looking at picture from Peter) I don't believe it. We found a similar disk on the D.E.A. agent a few months back.

PETER: I thought you told me that Bowman was a banker. Now you're telling me he's some kind of agent?

OLIVIA: I don't know. But Charlie is bringing in a guy who might be able to give us some answers.

Interviewing Hicks[]

(in an interrogation room at the Federal Building)

CHARLIE: Tell us about your business, Mr. Hicks.

DANIEL HICKS: My business... Import and export. But you know that already. You just came from my office.

CHARLIE: Why don't you indulge us, Mr. Hicks? What do you import and export?

DANIEL HICKS: Furniture, mostly. Mostly French. 18th and 19th Century. I'd like to know what this is all about. I run a clean business.

CHARLIE: How do you know Marshall Bowman?

DANIEL HICKS: He's my banker, overseas. Why, has he gotten into some kind of trouble?

(in the observation room)

WALTER: This is wonderful. Don't you agree? It's just like a good detective movie.

(in the interrogation room)

CHARLIE: Mr. Hicks, have you heard what happened on Flight 718?

DANIEL HICKS: Yeah, that's the plane that crashed, right?

OLIVIA: This might be hard to recognize, but... this is Marshall Bowman. He was on board of that plane. (hands over a picture of Bowmans corpse

DANIEL HICKS: (upset) I... I don't understand.

OLIVIA: I believe you do, Mr. Hicks. I believe you know how that happened. I believe that you and Marshall Bowman conspired to distribute a deadly virus, and this is the unintended result.

DANIEL HICKS: Look... I think you have me mistaken for someone else.

CHARLIE: (to Hicks) Your nose is bleeding. (to the observation room) Can we have a box of tissues, please?

(in the observation room)

WALTER: (to Peter) No. No, tissues won't help. Get me some sedatives. Now! (they dash out)

(in the interrogation room)

DANIEL HICKS: I need help. (stands, convulses) Ah, ahhh.

OLIVIA: Walter, what's happening? (as he rushes in)

WALTER: I suspect the same thing that happened to that man in the airplane. (Peter arrives with a First Aid kit and Walter begins to treat Hicks) I may be able to suspend the process.

OLIVIA: No! Not yet. Not until he talks.


OLIVIA: You want help? I want answers.

DANIEL HICKS: We... must... have been... dosed.

OLIVIA: I want to know the name. Who dosed you?

DANIEL HICKS: Conrad. Ah! (Walter injects Hicks)

PETER: (as Hicks falls to the floor, bloody and in the throes of a seizure) Oh. I don't think that's working.

(Olivia stares as Hicks goes limp)


Walter's Lab - Examining Hicks[]

(plowing through boxes in a side corridor)

ASTRID: (enters) I checked the D.H.S. database, nothing came up on a 'Conrad', first or last name, when cross-referenced with a Daniel Hicks.

OLIVIA: Well so far, there's no mention of a "Conrad" in John's old files, either.

ASTRID: Why don't you let me take a turn?

OLIVIA: Thank you. (leaves the hall and joins the Bishops at work) Anything?

WALTER: Yes. As often is the case, there's good news and bad news. He is transforming, but I placed him in a medically-induced coma to slow the process.

OLIVIA: Which is that? The good, or the bad?


OLIVIA: Which is it? The good news, or the bad news?

WALTER: That's the bad news. The good news is that I have already synthesized a preliminary sample of an antidote. I'm testing it on tissue samples as we speak - and... a watermelon (holds up a slice) as a control group.

OLIVIA: And will it be ready in time?

WALTER: That depends on your definition of time. If you mean before he turns into a beast, I wouldn't wager on it, no.

OLIVIA: Wonderful. (wondering about Hicks) Cut open his hand.

PETER: What?

OLIVIA: I want to see if there's a disk in it. Like Bowman's.

WALTER: I like cutting.

Broyle's Office - Disk Delivery[]

(Olivia places a plastic bag in front of him)

BROYLES: Where did you get these?

OLIVIA: One of them was in Bowman's palm. The other one was on Hicks. We've seen one of these before. Did the N.S.A ever determine what it was for?

BROYLES: A data storage device. Apparently used to transport information.

OLIVIA: I want authorization to exhume John Scott's body.

BROYLES: John Scott?

OLIVIA: I think he may have one of these on him, too. I think he was working with Bowman and Hicks.

BROYLES: I'm afraid that won't be possible.

OLIVIA: Well, then make it possible.

BROYLES: Excuse me?

OLIVIA: I know it's against protocol, but right now, I don't give a damn.


OLIVIA: And if you don't want to ask Harris, then...

BROYLES: I said stop.

OLIVIA: I'll go and ask him, myself.

BROYLES: You can't dig up John Scott's body. And that other disk... it didn't go to the N.S.A.

OLIVIA: Where did it go?

Massive Dynamic[]

(walking the halls to meet Nina)

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. So when we were unable to retrieve the information off the disks, I requested Nina's help.

OLIVIA: But I suspect you telling me this isn't the only reason we're here.

NINA: (waiting around a corner) Agent Dunham.

OLIVIA: Miss Sharp.

NINA: For what it's worth, it was not my decision to keep this from you. (referring to the secure lab behind her. the trio enters)

(Olivia approaches the enclosed John and studies him)

BROYLES: As you suspected, we discovered a glass disk identical to the others, embedded in Agent Scott's hand.

NINA: While he may appear to be alive, I assure you he is not. We've kept him in a suspended state because we believe that the information stored in the disks self-destructs when the disk's host dies. We attempted to utilize Agent Scott's body... His blood, his D.N.A., to try to retrieve the data. The small amount of information we were able to gather seems to implicate Agent Scott as part of a bio-terrorist cell.

BROYLES: There were also references to a Conrad. We believe he's a scientist. Designing chemical and biological weapons for sale on the black market. C.I.A. has received scattered intel on him in the past, nothing concrete. We don't even know his full name.

OLIVIA: So a plane full of people are dead - and our best lead is... nothing? A chemist, whose name we don't even know?

BROYLES: It gets worse. Three hours ago, French Intelligence related to D.C. that an informant of theirs claims a major weapons sale is about to go down in Chicago. However, what the informant was unable to say is exactly where, or when, the sale is going to take place. What the informant did know is that the man behind the sale is known as Conrad.

Heading for the Lab[]

PETER: (answers phone in the lab) Hello?

OLIVIA: I'm on my way back. Is Walter there?

PETER: Yeah, why?

OLIVIA: I just got word that Conrad's planning on selling this virus.

PETER: What? When?

OLIVIA: I don't know. But if I'm right, and John was working with these guys, then he has it in his memory, which means that it's in mine.

PETER: Olivia... you know how dangerous this is...

OLIVIA: Tell Walter to prep the tank. I'm going back in.


Walter's Lab - The Tank[]

PETER: You okay?


PETER: Be careful. (closing the door on the sensory tank)

ASTRID: We're online.

WALTER: (sitting at the console) Alright. Olivia, can you hear me?


WALTER: You must listen to my voice at all times. It is your connection, your lifeline. Understood?

OLIVIA: Understood.

WALTER: I am going to try and guide you through John Scott's memory in an attempt to take you back to the place where he met our comatose friend, Mr. Hicks. Now, picture yourself at the top of a steep flight of stairs. As you descend, step by step, you'll become progressively more, and more relaxed. Now, here come the last five steps... four... three... two... one. (Olivia bolt awake in John's memory) Where are you?

OLIVIA: I'm in a bedroom. No, it's not a bedroom. This is where we used to meet. John and I.

(Memory Olivia and Memory John come into the room and fall onto the bed in a romantic embrace directly in front of Tank Olivia)

OLIVIA: Oh, man. This is crazy.

JOHN: Absolutely, this will never happen again.


PETER: Ask her what she sees.

WALTER: What do you see?

OLIVIA: Me and John.

WALTER: Don't worry, he can't see you. Remember, you're observing a memory.

OLIVIA: (Memory Olivia excuses herself and heads to another room) I'll be right back.

JOHN: (Memory John converses with Tank Olivia) Hi, Liv.

WALTER: Olivia, what's happening?

OLIVIA: John's talking to me.

WALTER: That's not possible, Olivia. He can't see you. We'll try to take you elsewhere. Where John and his accomplices met.

OLIVIA: (draws her weapon as John moves toward her) Don't move.

JOHN: Liv, what's wrong?

OLIVIA: Stop. Don't. Don't move.

WALTER: Olivia, focus on the sound of my voice.

OLIVIA: I said stay there.

JOHN: I miss you.

OLIVIA: Don't move. I'm going to ask you a question, and you're going to give me the answer. You were working with a man named Conrad. He developed a biological weapon. I want to know who he is, and who he's planning on selling it to.

JOHN: Liv, put the gun...

OLIVIA: Stop lying to me, John. I know that you're part of a terrorist cell. We have your partner in custody. Hicks. He's dying. And Bowman is already dead. They were infected with some kind of a virus.

JOHN: (approaching) Liv...

OLIVIA: No! (fires into his John's chest)

PETER: (her monitors spike in the lab) What just happened?

WALTER: I don't know.

PETER: We need to get her out, now.

WALTER: It's too dangerous. She's too far in. We need to reconnect before we pull her out.

WALTER: Olivia, can you hear me? Olivia? Olivia, can you hear... (echo) Olivia?

(walking down a damp alleyway in John's memories)

OLIVIA: Walter?

JOHN: (from nowhere) Olivia.

OLIVIA: I want answers, John.

(at the end of the alley a limousine comes around a corner and passes by)

JOHN: There he is.


JOHN: Conrad. He's a monster, Liv. Capable of creating horrible things. Weapons, which he does for no other reason than because he can. 'cause he's curious. Then he sells them to the highest bidder. That's him. (points to himself high on a fire escape stairway, holding a sniper rifle) And that's me. Problem was, we were hunting a man none of us had ever seen before. If I'd have known I had him in my sights, I could've taken him out right then and there. It was my most important mission, and I failed. I let that monster get away. I didn't know it was him.

OLIVIA: What mission? Who were you working for?

JOHN: Bowman and Hicks. The truth is, they were and they are government agents. N.S.A., secret task force. And so was I.

OLIVIA: I don't believe you.

JOHN: It's the truth, Liv.

OLIVIA: No, not again. If you want me to believe you, then you need to prove it to me.

JOHN: I can't, Liv. It was Black Ops, a deniable operation. If we were to take out Conrad, there could be no record of our involvement. That's why I could never tell you. Even though I wanted to.

OLIVIA: If that's the truth, then help me. Tell me where the sale is going down.

JOHN: What sale?

OLIVIA: The virus. We believe that Conrad's planning on selling it.

JOHN: I don't know what's going on inside Conrad's organization anymore. But Hicks would know. You need to talk to Hicks. He was privy to all that information. He has it right in his hand. (John disappears)

OLIVIA: John? John?

JOHN: (reappearing on her other side) Liv, trust Hicks. He can help you. (disappears again)

OLIVIA: John? John.

WALTER: (to Peter) We have to pull her out.

OLIVIA: (distressed) John!

WALTER: (to Astrid) Prepare 30 C.C.s of dextroamphetamine.

(Peter pulls Olivia t=from the tank panting and near shock, Astrid injects the dextro)

OLIVIA: Oh, Peter.

PETER: You're okay. You're going to be fine.

Apres Tank[]

(after recovering, Olivia returns to floor of the lab)

OLIVIA: (on her cell phone) I understand. Thanks for checking. (hangs-up phone, approaches Peter) My contact at N.S.A. couldn't confirm a single thing that John said. Of course, John said they wouldn't be able to.

PETER: Well, that's the perfect alibi... one that you can't confirm.

OLIVIA: Uh, yeah. How's it coming?

PETER: His cell sample's membranes still aren't absorbing the inhibitor. We don't know if the antidote's working yet.

OLIVIA: But it might. We could try it and see.

PETER: You want to wake up Hicks? Even though he could transform just like Bowman did?

OLIVIA: Conrad could be selling this virus as we speak - and Hicks is the only one who can tell us how this is going to go down.

PETER: And you're willing to take John's word that you can trust Hicks? It finally happened. I'm now referring to a dead guy, who only exists in your mind.

WALTER: (interrupting loudly) Boy! I need another bag of Midazolam right away.

PETER: What if he's still lying to you? Have you considered that? If Hicks and John are working with Conrad, that maybe John is using you to tip Conrad off. Maybe he wants to get you killed. This is a bad idea, Olivia. (Peter walks off)

ASTRID: (from nearby) My mother always says I stick my nose in places it does not belong. I know we haven't known each other that long. But you are one of the best judges of character I've ever met. So, I guess the question is what's your instinct? When you were with John, when you were looking into his eyes, was he for real?

OLIVIA: (slow decides, then) Prep Hicks! Ready or not, we're administering the antidote.

WALTER: An experiment... how exhilarating.

OLIVIA: (on her cell phone) This is Agent Dunham. I need to talk to Broyles.


Reviving Hicks[]

(following a shot in the neck - Hicks bolts awake and sits up - gasping)

WALTER: Sorry to wake you. Little worse than adrenaline, except perhaps lice, which is a nightmare.

ASTRID: Mr. Hicks, try and breathe normally. Can you hear me?

WALTER: This is an antidote. While I can't guarantee that it'll actually work, I do have a recorded I.Q. of...

ASTRID: ...196.

WALTER: Really?

ASTRID: (to Hicks) We know about the work you were doing with John Scott. Now we need your help.

Situation Room - Game Plan[]

(briefing a few dozen agents)

BROYLES: For those of you not in the know, information has come to this agency about a weapons buy. The goods? The same virus responsible for Flight 718. I know this label gets slapped on pretty much all we do, but preventing this transaction from taking place is our highest priority. The prospective buyer of this weapon landed in the United States this morning. 0700 hours, O'Hare Airport. And we were there. That suspect is now in custody. (visual footage of Ernesto being arrested on the street carrying a suitcase with the 'buy' money) And no surprise to anyone, refuses to cooperate. But we do have someone else in custody. An informant with extensive information on the players we will be dealing with - his name is Daniel Hicks. (footage of Hicks recovering in Walter's lab) And he has agreed to relay all necessary information to Agent Dunham using an encrypted and untraceable two-way radio, which we implanted earlier this afternoon. (footage of Olivia receiving her implant) Agent Francis will coordinate surveillance.

CHARLIE: The informant disclosed that the meet is scheduled for 1600 hours, at the Fairchild Hotel, Room 1021. The seller, a man known as Conrad, will not be there. But his intermediaries will. We have agents standing by to move in in corresponding rooms. Per regulations, no raid will be ordered until Agent Dunham has visual on the weapon. When she does, she'll give the go signal. That signal will be...

OLIVIA: Christmas.

CHARLIE: (smuggly) Now we all look forward to seeing how she works that into conversation.

BROYLES: Okay, people, let's get it done.

Chicago - Fairchild Hotel[]

CHARLIE: (from his forward command post) Listen up. Spotted the seller. (the criminals pull-up in front of the hotel) The seller is making a phone call. Stand by.

(waiting in the lobby)

OLIVIA: You didn't have to come with me, you know.

PETER: Shady deals with shady guys in shady hotels is my M.O. - and typically, if someone is going to kill you, it's a good idea to have an ally in the room.

OLIVIA: I'm not scared.

PETER: Being fearless doesn't mean you're being safe.

OLIVIA: (by radio) Astrid, how're we doing?

(from the lab)

ASTRID: Hey. Hicks is on board and ready to go. I'm putting you on speaker.

WALTER: So far so good, Olivia. Blood pressure 140 over 90, not bad considering 3 C.C.s of adrenaline.

OLIVIA: Are they going to expect bona fides? Hicks, tell me what I need to know.

DANIEL HICKS: They're going to be suspicious why they've never seen you before. You tell them you used to work with Anderson.

OLIVIA: Anderson, okay. Got it, what else?

DANIEL HICKS: You tell them Ernesto flew in for the meeting, but he got called back to 'the basement', and he couldn't come.

OLIVIA: What do you mean, "called back to the basement?"

DANIEL HICKS: Just say it, he'll understand.

OLIVIA: You're not messing with me, are you, Hicks?

DANIEL HICKS: You trusted John Scott, right? Then trust me.

CHARLIE: (by radio) He's on the move - seller's heading inside.

OLIVIA: (to Peter) That's him. Here we go. (the two head to the entrance with the case full of money)

CHARLIE: Liv... you be careful.

OLIVIA: You're Gavin. Susan. I used to work with Anderson.

GAVIN: I was expecting someone else.

OLIVIA: Well, Ernesto flew in, but he was called back to the basement, so he couldn't make it.

GAVIN: (points to Peter) Who's he?

OLIVIA: Who are they? (about his thugs)

GAVIN: We'll sweep you and get to business.


(the five saunter off toward the elevators)

Fairchild Hotel - Rm 1021[]

GAVINS' MAN: (after sweeping Olivia with an electronic detector) She's clean.

GAVIN: (to Peter) The money please? (to Olivia) Just a formality, I assure you. (the money is loaded into a counting machine) It will only take a moment. (to Peter) Have we met before? You look familiar. Did you work with Anderson, too?

DANIEL HICKS: (by phone to Olivia) He's testing you. You tell him Peter met Anderson at New College at Oxford. They met at Oxford. New College. (to Peter) Isn't that right?

PETER: (to Gavin) What does it matter to you where I met anyone?

GAVIN: Where did you meet? On campus?

DANIEL HICKS: Where they met? I'm sorry, I don't know that. I don't know where exactly it was.

PETER: (improvising) We met at the White Horse. On Wheatly Road, you know it?

GAVIN: I don't recall.

PETER: You would. Thai food... it's fantastic. That's where I met Anderson. I could tell you what each of us was wearing, if you want to hear it.

AGENT #3: (command post chat) Where the hell did he come up with that?

CHARLIE: I have no idea.

GAVINS' MAN: (to Gavin) It's all here.

GAVIN: (to Olivia and Peter) Have a seat. I have to admit... I was skeptical that you'd come at all.

OLIVIA: (sitting) Well, of course we came.

GAVIN: I thought it would be Paris all over again.

DANIEL HICKS: (by radio) Tell him that was because of the French intelligence report, and he knows it.

OLIVIA: That was because of the French intelligence report. You know that.

(a case with the deadly drugs is brought in and displayed)

GAVIN: True. But this is a larger purchase. (answers ringing phone) Hello? (listens) Okay. (to Olivia) Conrad would like to see you.


GAVIN: Now. He's on his way.

(tension builds in the command post)

AGENT #3: What's going on? Do they have the package? Why isn't she calling the raid?

CHARLIE: Because Conrad's coming.

AGENT #3: So what?

CHARLIE: So she doesn't want to scare him off. She wants to get him. She's waiting for Conrad.

(faces in the command post and lab show concern)

GAVIN: We've included this with the purchase. (holds up a vial) It's a reverse mutator. An antidote. It would take you years to reverse engineer an antivirus. It's why the purchase price is so high. The formula in itself is deceiving in it's complexity.

OLIVIA: Well, we shouldn't have a need for that.

GAVIN: It's only in case of accidental exposure. Which, I assure you, would be fatal. Now why wouldn't Ernesto call me back himself? And tell me someone else was coming to meet?

(in the lab, Hicks starts to bleed heavily from the nose)

DANIEL HICKS: Uh oh... Oh, god.

WALTER: (to Astrid) Get me a tranquilizer quickly.

ASTRID: (to Olivia) It's happening to him. Hicks is transforming.

GAVIN: Well?

OLIVIA: How would I know? I'm not Ernesto's mother.

GAVIN: At least tell me who he was meeting.

DANIEL HICKS: Uh.. oh.. ah!

WALTER: Quickly! Quickly!

(agents in the command post get very concerned with events in the lab and Room 1021)

CHARLIE: (to command post personnel) What the hell is going on?

GAVIN: I asked you... a simple question. Who was Ernesto meeting?

ASTRID: (to Hicks) I need a name. Somebody, anybody else in your operation. (to Olivia) Oh, no. Oh, god. Hicks is out.


Fairchild Hotel - The Bust[]

GAVIN: I'll ask you again... who was your colleague meeting?

AGENT #3: (listening in next room. to Charlie) Sir, should we move in?

PETER: (jumps to his feet) Okay! Whoa! Whoa! Whoa! Okay! Okay! (weapons drawn on him) That's enough. Now, just tell them! Tell them, I'm not getting greased over Ernesto's dirty little secret.

GAVIN: What secret is that?

OLIVIA: (to Peter) Shut your mouth!

PETER: (to Gavin) Ernesto is sick. He's... he's dying... sick, okay? He just doesn't want anybody to know.

CHARLIE: (listening in next room) Damnit, Liv. Give the signal.

OLIVIA: (to Peter) What the hell is wrong with you? He asked you...

PETER: What the hell is wrong with me? I got a gun in my face, for starters.

GAVIN: Enough of you. Shut up!

PETER: Get that gun out of my face right now.

CONRAD MOREAU: (enters from side room) Gavin! Who are these people?

GAVIN: According to them, Ernesto's sick.

OLIVIA: It's true. He found out the day before Christmas.

CONRAD MOREAU: I spoke to Ernesto this morning. He's fine. Kill them both right now.

CHARLIE: (charging in with team) FBI!

(Olivia and Peter slug those holding guns on them)

AGENT X: Put the gun down! Put the gun down!

AGENT Y: Hands on the table. Get down. (criminals are subdued)

OLIVIA: (to a bent over Conrad being arrested) John Scott says hi.

Broyle's Office - Debrief[]

BROYLES: Turns out, Conrad's a French citizen. Conrad Etienne Moreau. Wanted in connection with at least half a dozen biological attacks. And those are just the ones we know about. He's been manufacturing biological weapons and distributing them on the black market for years. And you caught him. I'd think you could at least let yourself crack a smile about that.

OLIVIA: I didn't do it alone.

BROYLES: You know... despite the successful outcome of this case, John Scott's status remains the same. As far as this Department is concerned, he was a traitor. Even if he was telling the truth. There's no way to confirm it.

OLIVIA: That's alright. I know the truth. And that's enough.

After Hours at the Lab[]

OLIVIA: (enters the lab) Hello? Anyone here? (studies the tank)

WALTER: (returning from side room) Agent Dunham?

OLIVIA: Where is everyone?

WALTER: They took that gentleman that was here to the hospital, to recover.

OLIVIA: So the antidote worked?

WALTER: He started improving almost as soon as I administered it. Which is more than I can say for my own concoction. Any case, I was just about to read a bedtime sto...

OLIVIA: Walter... I was hoping you'd do me a favor.

WALTER: Even if you did go back in, I'm dubious you'd even be able to find him.

OLIVIA: What do you mean?

WALTER: Your brain wave patterns are returning to normal. Your mind is finally succeeding in purging itself of Agent Scott. Even if you could reconnect, it'd be for seconds, minutes at best, and then you would never see him again.

OLIVIA: Then we need to do this now.

(Olivia relaxes in the tank. she is alone on a small pier at a lake in Autumn. John appears directly behind her)

JOHN: It's beautiful out here, isn't it?

OLIVIA: We caught him today. Conrad.

JOHN: Really?

OLIVIA: I'm sorry that I doubted you. I should've trusted you.

JOHN: No, it wasn't your fault. I always meant to tell you. I guess I ran out of time. There was one other thing. (he takes her ring from a box and puts it on her finger). I know we can't ever be together. Not really. Maybe I won't know the difference. (they kiss) I love you, Liv. (he disappears)

OLIVIA: (at rest in the tank) I love you, too.