When a scientist is killed by a blue dust that grinds his bones up, the Fringe Division investigates the case and suspects a biological attack. The investigation leads them to a former marine that flees but is hit by a car. In coma, Walter recalls his Cortexiphan patient Simon Phillips that is capable to read mind. Olivia, Peter and Walter try to convince Simon, who leaves in a desert area, to help them to locate the terrorists, but he is sensitive to other people since he cannot control his ability. Simon agrees to help and also disclose Peter's real feelings for her.
When a scientist falls dead after ingesting a lethal cloud of blue powder and his bones disintegrate in his body, the CDC suspects a biological attack. As the Fringe Team investigates further, a subject from Walter's past with ties to Olivia reluctantly agrees to assist with the intense case.
- Massive Dynamic
Nina Sharp lets herself into a secure room filled with William Bell's personal effects (including, for fun, a book by Dr. Spock -- a wink at Leonard Nimoy).
She opens a safe and pulls out old pictures of her and Bell together and also the book "The First People," in German.
She meets with Olivia and tells her about the books.
Nina wonders if Fauxlivia's diary mentioned the book or the device.
Olivia ends up mentioning how Fauxlivia cared about Peter and wonders if he might have felt the same. "She's like me, but better," Olivia says, citing the fact that Fauxlivia's mother is still alive and she wasn't experimented on.
Nina tells Olivia she regrets not being open with William about her feelings. She urges Olivia to talk to Peter.
At an office birthday party, Warren's colleagues sing for him. He gets a Magic 8-Ball as a gift. Later, his assistant brings him a package. He opens it and finds a rag doll inside. He pulls its string. It laughs and then explodes a purple powder into his face. He screams and starts collapsing. His bones appear to be disintegrating. He ends up in a skin puddle.
The Fringers hit the scene 90 minutes later. It's a suspected biological attack. Warren was a research scientist. Olivia and the Bishops examine the body wearing hazmat suits. There isn't a single bone left in his body. Peter finds the doll and pulls the string. They find the card, signed Madison.
Olivia thinks the box it came in was too big to fit in the mail slot.
Back at the lab, they check the tracking. Peter brings Olivia coffee, but puts milk in it. She doesn't like it.
Astrid finds that Warren vaccinated people in third world countries.
Walter runs tests on the powder. He and William Bell worked on something similar years ago. Walter takes apart the doll in an airtight chamber.
Walter thinks the delivery system in the doll looks like military tech.
Astrid finds the name of the package sender was Aaron Downey and he has a military record. He's been out of the service for four years.
Olivia and Peter go to his house with an FBI team. He's not there. Olivia reads his records and finds he bought his house with cash. They find pictures of a woman.
Olivia pauses and asks Peter if he still thinks about Fauxlivia. She mentions the wrong coffee. He says he thinks about the way Fauxlivia used his feelings for Olivia to manipulate him. He says he doesn't want Fauxlivia.
Downstairs, they find stolen containers of a biological agent. Still upstairs, Peter hears a phone ring and sees a man take off running on the roof. It's Downey. Peter chases him off the roof and into the road -- where Downey is hit by a car.
At the hospital, a doctor tells them Downey has brain damage. He won't be able to talk or breathe if he comes out his coma.
Walter looks at his chart. He sees there's still some brain activity. He thinks he might know a way to question Downey, but he wants to go to the lab to think about it.
Olivia talks to the woman from the photos -- Downey's ex-wife. Olivia shows her a photo of Warren. She says Aaron said he was going to kill Warren, but she never believed him.
She says Aaron did private contracting work after he got out of the military. Then he came back and she got pregnant -- but the baby died at seven months. The doctors said there was something wrong with Aaron's DNA and Aaron thought it was about his time overseas and a project Warren was working on.
They were going to name her Madison.
Two other men in Aaron's unit lost children the same way. The wife says they had a bone disease that left them with no skeleton.
Later, Walter calls Peter from the side of the road somewhere in New Hampshire.
Peter and Olivia meet him. He tells them about a boy named Simon Phillips from the Wooster Cortexaphan trials. He thinks Simon can help.
He didn't finish the trial because he started to develop the ability to read minds. Peter realizes Walter kicked him out because he knew Simon would know Walter kidnapped Peter from the other side.
Walter thinks he might be able to jump-start Simon's ability so he can read Downey's mind.
They head to Simon's house in rural Vermont.
They don't think he's there and Walter goes off to pee behind the house. He zips up and ends up face to face with Simon, holding a gun on him. He can read Walter's mind.
Olivia finds them, but Simon can't read her because sometimes Cortexphan kids are immune to each other's abilities.
Later, Olivia talks to Simon inside. Peter asks Walter how many more kids there are.
Inside, Simon enjoys not being bombarded by Olivia's thoughts. He tells her his ability started when he was 10, but he can't control it.
He lives alone for the quiet. He can hear anyone within 50 feet.
He asks her if she knows what it's like to be burdened with something that sets you apart from everyone else. She can imagine.
She tells him he could help people. She asks him to come to Boston, but that many people would overwhelm him. She tells him she's worried more people will die if he doesn't.
Canopy One Defense Corp A group of businessmen get in an elevator and find a doll pinned to the ceiling. It says Happy Birthday from Carla. The doors close and the screaming starts.
At the hospital, they clear everyone out of Aaron's floor. Olivia brings him to Aaron. We hear fuzzy thoughts. Simon tries to listen, but it's not working.
Olivia talks to him. Listening seems to hurt Simon. Olivia steadies Simon and asks Aaron who else was part of the project.
Cut Aaron throwing up in a sink. He asks for a pen.
Olivia and Peter examine Simon's list of seemingly unrelated words, including Project Jellyfish.
Olivia worries about Simon to Peter, saying the Cortexaphan trial ruined his life. Peter assures her she's nothing like him.
Broyles gets a call about the elevator attack. He wants to consult Nina.
Olivia talks to Simon. He's drawing a woman at his coffee shop that he's never even spoken to. She asks him if maybe it's better to know how she's feeling than not take the risk. He thinks no one should ever know exactly what someone else is thinking.
Olivia says she wouldn't mind the ability right now. Simon listens to Peter for a second.
Broyles meets with Nina Sharp. Agent Edwards of the CIA joins them. Jellyfish was a weapons project. Three men did the weapons test. They were inoculated but it affected their children.
As payment, Downey got three acres of farm land south of Boston for his private military work.
At the farm house, two men run a test on a suicide bomber-type vest. It blast a cloud of purple powder. They're not wearing protective gear, but are unharmed.
Later, the Fringers are at the farm house. They find the vest and barrels of the powder. There's a news clipping about congressman Jim Thorn, a former army general. They think he approved Project Jellyfish.
Peter sees a map for Maryann Douglas museum. He remembers the name Maryann from Simon's list of Downey's mind.
Broyles checks that Thorn is at a fundraiser with 300 donors at the museum.
Olivia prepares to go undercover with Simon, so that he can help her find the suspects.
Simon is nearly incapacitated by the crowd's thoughts.
In a tunnel to the event, they run into a man dressed as a waiter. Simon hears him say he has to get out of here and tips Olivia off. She goes after him.
He waits with his gun drawn, but she sees him and shoots first. But he's not wearing a vest.
Olivia takes Simon through the crowd. He's overwhelmed and nearly ill, but listens to everyone. He finds the other suspect and points him out. Olivia takes off after him. Simon holds onto a railing for support.
Upstairs, the second suspect is trying to talk his way into the congressman's secured area, but a security guy stops him. The suspect is going for his detonator when a shot rings out. Olivia shoots him through the neck from behind.
He was wearing a loaded vest and was about to release the powder.
Later, Peter brings Olivia coffee, just the way she likes it. Simon sits nearby.
Walter tries to try to find the right words to talk to Simon.
Olivia takes Simon home to his remote cabin in the woods. She urges him to go talk to the girl. He gives her an envelope, saying he may not be able to read her mind, but he read Peter's.
Back at MD, Nina looks through the First Peoples books. She seems to have a realization as she looks at the author's names. She writes them down.
Nina pays a visit to Sam Weiss, Olivia's old counselor at the bowling alley. She asks him first, why the books seem to indicate he wrote them and second what the device is for. "You never told me about this," she says.
He says he's not the problem, Peter is. He says the device can be used as a tool of creation or destruction and Peter is "uniquely tuned to operate it."
It depends on his state of mind, who he ends up with. "Whichever one he chooses, it will be her universe that survives," he says.
Nina thinks there's no reason to worry because he'll choose "our Olivia."
He tells her not to be so sure of that.
Back home, Olivia reads the note from Simon. It says: "He still has feelings for her."