Flight 627, a passenger plane is crossing the Atlantic from Hamburg toward the U.S. and passing through a storm. The seatbelt light goes on and one passenger fumbles in his briefcase for an insulin injector which he administers to himself. The person sitting next to him tries to reassure him but the man gets out of his seat and the stewardess goes after him. The plane starts to tilt and as the stewardess touches the man, she sees that his skin is starting to dissolve. He throws up green bile on her and collapses. As he staggers toward the cockpit, the other passengers’ skin starts to dissolve as well. The pilot puts on the autopilot and turns to see his co-pilot dissolving as well.
At a cheap motel, Olivia Dunham and John Scott are co-workers with the FBI and having an inter-office romance. Olivia is concerned about their boss Charlie finding out but John insists he loves her. They kiss but she doesn’t say anything, and they’re interrupted by a cell phone call. Olivia takes the call: it’s Charlie, who calls her to the airport to check out an incident. After she leaves, Scott gets a call as well.
Olivia gets to the airport and is informed by her boss Charlie Francis that the jet landed itself because the airport had a special system tied into the auto-pilot. John arrives just behind her, concluding a conversation on his cell phone. Elsewhere, a man drives up to the gate but is turned away: the same man who was on the plane and was the first victim. Phillip Broyles arrives from Homeland Security to inform them that each agency is working with him, and that Olivia doesn’t have access as a liaison. She confronts Broyles and he tells her to suit up, as the plane has been sealed by the CDC.
The teams suit up and go into the plane and discover that all of the passengers and crew have been reduced to skeletons. The next day at HQ, they go over the records of the passengers. Suspecting terrorism, they get a report of two Middle Eastern men giving a man a briefcase at a storage facility, and Broyles assigns Olivia to investigate it. As she goes, she complains to John that Broyles is angry at her for putting away a friend of his accused of sexual molestation. She discusses her failed relationships and says she loves him too. They check the trash and find two empty metal cylinders with an ammonia odor. they break the storage facilities and find a laboratory containing mutated white rats. Unable to get a signal, Olivia steps away while John opens another storage facility. A man emerges from one behind him: the man driving the van at the airport. John chases after him and calls Olivia for backup. They catch up to the man, who takes out a cell phone and triggers an explosion, blasting Olivia and John back.
Olivia wakes up in the hospital and is informed that John was exposed to unknown compounds and has been put in isolation and a drug-reduced coma to slow the progress of the condition he’s suffering: complete crystallization of his skin.
Olivia starts researching epidermal infections and comes up with the name of Dr. Walter Bishop. She goes to Broyles and explains that Bishop is in an insane asylum after he conducted experiments 18 years ago that resulted in the death of a lab assistant. Broyles is still angry over Olivia’s prosecution of his friend, but insists that only immediate family are allowed to see Bishop. He tells her to find immediate family to get her in to see Bishop. She tracks down Bishop’s son Peter, who is in Baghdad and has bounced from job to job for years. Peter is meeting with the locals to get hired for a construction job. Olivia approaches him afterward but Peter isn’t interested in seeing his father again. Olivia appeals to him personally but when that doesn’t work, she mentions his secret FBI file that has everything on him, including what he’s running from and what he needs while he’s in Iraq. She threatens to tell “certain people” about his whereabouts if he doesn’t cooperate and he gives in.
On the way back, Peter admits his father is a genius, but a myopic jerk who was supposedly doing research for a toothpaste company. Olivia explains that Walter was part of a classified U.S. Army project called Kevlin Genetics that specialized in “fringe science”: mind control, teleportation, astral projection, invisibility, etc. They go to the hospital in Essex, Massachusetts and together they go in to see Walter. Once they’re in, Peter backs off and Olivia goes ahead. Walter was sure someone would come for him, and discusses the case with her. He warns that it’s not good and then starts rumbling about the institution’s pudding. Walter then assures her it can be reversed and that he was able to save some of his lab animals with a similar affliction. He asks about his son, realizing how Olivia got in to see him, and asks to see Peter. Olivia lets Peter know and Peter goes in to see his father. Walter checks his eyes and says they’re good. Walter than asks Olivia about John’s condition and says he needs to conduct a first-hand examination. They need Peter’s authorization and Olivia blackmails Peter into cooperating.
As they drive back to Boston, Olivia wonders if anyone else had access to his work. Walter says he shared his lab with William Bell, the founder of a major company, Massive Dynamic. Walter goes to examine John while Olivia asks Charlie to set her up for an interview with Bell. They go to see John and Walter uses a scalpel to take skin samples. Peter is concerned but Olivia overrides him and Walter says he needs to go to his old lab. Olivia informs him the lab was shut down after he was committed and Walter flies into a rage.
Olivia goes to see Broyles and get Walter the use of his old laboratory at Harvard. Broyles wonders about why she’s so concerned about John but Olivia simply repeats her request. Broyles agrees and they go to the laboratory where Walter requests a cow to run DNA similarity tests. As Walter works, Peter confronts Olivia and realizes she was bluffing about his supposed file. He admits that he has gambling debts to the Mafia after he went wild for a couple of years. Meanwhile, Walter determines that John as exposed to the raw components but needs an inventory of what was in the storage facility. Olivia warns that John is the only one who knows what the suspect looks like. Without the information, Walter warns that John only has 24 hours left but comes up with another solution: establishing a shared dream state. If they can synchronize two distinct minds, Olivia can access John’s mind and ID the suspect. She agrees despite Peter’s objections and has John brought to the laboratory. Walter notes that he can do the same thing with a corpse if it’s dead less than six hours.
As they prepare an isolation tank, Charlie informs Olivia that Bell won’t talk to them and it’ll take them 48 hours to get a court order. She asks him to go ahead no matter what happens to her, since Bell is there only other lead. Walter inserts the probe and they put her into the tank. Walter, Peter, and Olivia’s assistant Astrid Farnsworth watch the synchronization of brain rhythms. After several hours, Olivia begins to see herself in John’s mind, which she visualizes as a junkyard. She starts to have flashes of her own memories as she slips from landscape to landscape. Finally she “finds” John and the two of them embrace and kiss. She explains what happened and tries to get him to remember what he saw. He starts to remember back and she manages to get a look at the suspects face.
Olivia does a recreation of the face she saw and they determine he was a passenger on the flight: Morgan Steig. His emergency contact was Richard Steig: an identical twin. Steig’s last employer was Massive Dynamic. She goes to the company and talks with Bell’s assistant, Nina Sharp. Sharp claims that Richard was dismissed three months ago for trying to steal classified information. She warns Olivia not to involve the company further or Bell will sue, and reveals that Bell detected her cancer and saved her life at the cost of her right arm. Without Massive Dynamic and their technology, she’d be dead. As she turns over the file, Sharp wonders what she knows and notes that Olivia doesn’t have the necessary clearance, then warns her to be careful.
Using the information from the file, Olivia goes to South Boston with an assault team and calls Peter to meet with her and bring Walter in case they find out anything about a cure. The assault team bursts into Richard Steig’s apartment and find a hidden trapdoor. Beneath the apartment is a lab with experimental animals and computers. Peter and Walter are outside in the car and Walter suspects his son is suffering from hypertension. He begs Peter not to send him back to the hospital. Peter sees Steig come out the back and sounds the alarm then runs off in pursuit. Olivia takes up the chase and follows Steig up a rooftop and back down to the alleyways… where Peter knocks him to the ground.
Olivia interrogates Steig about the chemicals in the storage facility but he has nothing to say. Peter considers Steig on the security monitor and then goes into the interrogation room. He tells Steig he could give Steig the compound extracted from John’s body, and that he doesn’t have the time to waste. Olivia tries to stop him but Peter continues and Steig gives up the information.
They go back to the lab and Walter works out the antidote. They need to dissolve it into John’s stored blood and transfuse it into his body so he doesn’t die from the side effects first. They go to work while Olivia waits outside. Broyles visits her and congratulates her on her work. He notes that what happened on the plane might be more dangerous than simple terrorism, and there have been three dozen similar incidents: artificially-induced tsunamis, a comatose patient waking up with to-secret ship coordinates, children disappearing only to reappear years later unaged. Olivia refuses, saying she just want to go back to what it was for her, but Broyles says that there is some kind of “Pattern” and that she may to be able to go back.
John finally wakes up, his skin healing. He recovers at the hospital where the doctor informs Olivia he’ll need a week to recover. She goes to see Steig, who has his immunity agreement, and asks where he got the compounds and why he killed his own brother. Steig claims he talked to a man in the FBI who threatened to kill him if he sold his work, and buried the recording he made of the call. He gives Olivia the directions to find it outside of his apartment. She goes there and finds the recording, and plays it back. The FBI agent warns Steig not to sell to anything else. Olivia recognizes what the employer says from what John said on his cell phone the night the airplane landed.
At the hospital, John gets out of his bed, goes to Steig’s room, and smothers him.
Olivia calls Charlie to have him lock down the hospital while she drives there. As Charlie discovers Steig’s corpse, Olivia spots John driving away and pursues. He finally goes off the road and she pulls him out, mortally injured. As he lies dying, he tells her to consider why Broyles sent her to the storage facility.
Later, Charlie is driving Olivia and admits that they’re growing increasingly obsolete since they can’t understand what they’re investigating. Olivia goes back to the lab where Peter and Walter are being escorted out. Olivia informs Peter that Walter needs to stay, and she needs Peter to stay too. She informs him the threats are real, and Peter tells her that Walter told him about his work and that what happened on the plane was just the beginning. Peter wants to get out of Boston, but reconsiders.
Sharp has one of her operatives recover John’s body five hours after he’s dead… and orders the operative to interrogate him.
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