Olivia tells Sam she no longer needs his help, he asks, “who died?” and tasks her with collecting business cards from everyone she meets in wearing red.
A businessman named Greg Leiter walks into his office carrying a briefcase. As he walks past his co-wrokers, their heads take the shapes of creatures. He walks into a meeting with his boss who turns into a demon so he tries to kill his boss with the briefcase.
The fringe team flies out to the Washington hospital where Greg has been since the incident. He says he doesn’t remember the attack but he does remember that everyone in the office turned into a strange creature. As the team is questioning him, he begins to shake, his hair grows white and he dies.
Walter takes a look at the body of Carl (the boss) and determines he was dehydrated and died of acute exhaustion. Walter is allowed to take the body back to his lab but Agent Kashner is sent with it.
Olivia and Peter interview Greg’s wife and find out that he used to sleepwalk but hadn’t had an episode in months after being treated for it. Peter takes a look at Greg’s sleep journal and learns that he had nightmares about demons but they stopped suddenly six months ago.
Olivia gets a call that there has been another incident. A woman drove her car into a man on a bike and he dies on impact. The woman died too but not in the crash, she called her husband and said she saw some kind of a monster, the call was cut off and she was found dead.
Walter finds a computer chip embedded in the thalamus, which regulates sleep, in Greg’s brain. Walter calls Peter who finds the same stitches on the back of the driver’s neck just like the ones on Carl
Broyles visits Nina at Massive Dynamic to find out more about the computer chip. They find out the computer chip controls sleep in the brain and that Dr. Laxmeesh Nayak in Seattle has worked on several prototypes just like it.
Peter and Olivia find Dr. Nayak’s office has been ransacked. The main computer server with the patient files is gone. They also learn that the biochip plugs into the thalamus which not only regulates sleep but also works as a relay tower to the cerebral cortex, which controls motor function. Peter begins to believe someone was working on conquering mind control.
Sam Weiss calls Olivia and tells her to circle one letter in each name both first and last on her business cards and write them on a piece of paper. Then, she should jumble the letters until she finds the phrase.
Olivia and Peter arrive at the restaurant where another incident has occurred and interview a witness. Dr. Nayak arrives and knew that the woman who died suffered from night terrors. They also find out the Dr. Nayak’s assistant Zack is missing. Olivia and Peter break into his apartment and find him dead. Meanwhile, Dr. Nayak receives a note saying “Stop talking to the Feds or wind up like Zach.”
At the lab, Walter is experimenting on Agent Kashner to test their mind control theory. He notices that the chip is causing dreams to siphon off before they can reach consciousness. Having no dreams causes the brain to be unable to recharge leading to death by exhaustion. He thinks that whoever is doing this is trying to reach a place where he will have the most pleasant dream imaginable by stealing others.
Later, Dr. Nayak returns home and plays a voicemail from himself telling him to stop. He erases it and goes in a back room and puts on a wired cap revealing he is the one who has been stealing dreams. On the computer, a picture of a pilot appears, a pilot who is flying a seaplane. The pilot begins to aim the plane towards a cruise liner just as the fringe team arrives at the doctor’s house. Olivia begins to shoot Dr. Nayak’s computer screens as the pilot awakens and is able to save the plane from crashing. Dr. Nayak dies instantly.
Olivia visits the grave of Charlie Francis. She descrambles the letters from the cards and sees that they read “You’re gonna be fine”, the very phrase Charlie had said to her when they first met.
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