When the sheriff of a small town nearby Edina City gives a ride to a boy that is fleeing home, he finds at the police station that the boy has changed to a deformed child. Out of the blue, a group of deformed man slaughter the sheriff and two marshals and bring the boy with them. The Fringe Division is assigned to investigate the case and they head to Edina, here they are received by the local sheriff. They overhear a humming and the sheriff explains that it comes from a military base. Soon Olivia and Peter are attacked by a local in a truck but Peter succeeds to kill him. They bring the corpse to Dr. Bishop that catches a rare butterfly to Astrid that collects the insect. But when he deliver the pot with the butterfly to her, she has turned into a moth. Astrid and Dr. Bishop drive to Edina City and when the moth becomes a butterfly again, Dr. Bishop discovers the secret of Alina City.
Following an unexplained attack involving disfigured humans, the Fringe team visits Edina City, a small town in upstate New York, to uncover leads surrounding the bizarre case. When it's determined that these disfigured people have managed to hide themselves for a while and they'll do just about anything to keep it that way, the investigation takes an unexpected turn.
- Edina, New York
A state trooper drives down a forest road in the rain and pulls over to talk to a kid walking by himself. He gives him a ride.
The kid admits he was running away. The trooper is talking to him in the rear view mirror when all of a sudden the kid morphs into a disfigured mess.
Back at the station they give him a juice box and take his picture, putting it into the system.
Two of the other troopers think he's one of "them," who they heard about but didn't believe existed. They want to leak it to the press but the first one stops them.
Then two disfigured men bust in the door with shotguns, take out the troopers and grab the kid.
Peter (Joshua Jackson) tries to talk his dad into going into a grocery store, but Walter's afraid of being kidnapped again. Olivia (Anna Torv) calls.
The Fringies head to Edina. The men took the surveillance from the hard drive, but they have the photo from the report.
Walter (John Noble) remembers seeing a boy like that once and then recreates the "Dueling Banjos" scene from "Deliverance."
They find 30 or 40 reports in the files dating back 30 years involving deformed people who change appearance.
They head to the area where the boy was picked up, heading into a small town to talk to people. Walter worries they might run into werewolves since people reported shape changing.
They notice a hum in the air. The sheriff tells them it's from a nearby military base's generators.
Over coffee, the sheriff knows the stories but has never seen a picture of one of them before. As they talk, a shifty looking man gets up from his booth and leaves.
Olivia asks to see the sighting reports.
The shifty looking man goes home. Joseph tells his wife about the federal agents asking after their son Teddy (Liam James). His wife thinks what they did to the troopers was wrong, but Joseph thinks they didn't have any other choice.
Olivia and the Bishops head to the hotel. Peter worries his dad hasn't been able to snap out of his fear, like when he first got out of the institution.
As they're driving down a country road a truck comes straight down the road at them. Olivia swerves to avoid it and they end up in a ditch.
Walter sleeps through the whole thing. Olivia's out cold, but Peter has a good view of a man getting out of the truck and firing at them. Peter grabs Olivia's gun and shoots back.
One of them approaches their SUV, he's clearly disfigured, and Peter fires again.
Later, a local trooper tells them they found the abandoned truck up the road. The Fringies check it out. It has no plates or registration.
Walter is distracted by a particularly rare and beautiful butterfly, and Olivia finds drops of blood on the ground.
They find a body nearby in the woods. It's the shifty looking guy, Teddy's dad, Joseph -- but he looks like a perfectly normal human.
Walter has the same song stuck in his head.
Olivia finds Peter and tells him he had no choice. She says the first time is rough.
Joseph's wife watches from the woods as they load his body into the van.
It's brought to Walter's lab. Broyles tells Olivia there's something to the rumors about Army experimentation in the area in the 1970s. The files have been heavily redacted.
He faxes them over.
Walter presents Astrid (Jasika Nicole) with her bug gift (apparently she's a fan).
Olivia sees the experiment in Edina was called Project Elephant, which just happens to fit the song Walter's been singing.
He doesn't recall being involved in it.
Astrid checks out her bug and is slightly appalled to find her butterfly is now a deformed moth. She gets a further shock when she opens up the body bag and sees Joseph in his deformed, Elephant man state.
Walter tries to convince Astrid her moth used to be a butterfly, but she's not buying it. Walter thinks both the moth and man developed the ability because of the military testing.
The moth might have been used because it's the rare creature that radically transforms.
Walter examines it but finds no evidence of ability to transform.
Olivia has the truck owner's name, but no address. Back in Edina, the sheriff tells them Joe Falls worked at the mill. He thinks he's living on the outskirts of town. The sheriff says he'll take them to town hall to look through records.
Back in the lab, they find the moth and man have the same disorder. Walter has a strange feeling he's seen the same mutation before. He starts humming the elephant song again, with the line: "Hard artichokes rarely keep, Norweigan elephants sing for sleep."
Walter thinks maybe he did work on Project Elephant, but he wonders why he put it to song. Astrid figures it's a pneumonic: HARKNESS, the law library.
At Edina city hall, Peter and Olivia find the entire F section missing.
In Harkness, Walter finds a secret compartment in the stacks. He takes off the grate and finds a box of Devil Dogs and another box with Army files in it.
One has pictures of a deformed men in it.
In Edina, Peter thinks there's something weird in the census numbers. Between 1990 and 2000, 17 people died and 47 were born in a town of under 2,000.
The sheriff calls and Olivia tells him about the missing Fs. The sheriff isn't surprised, he's learned Falls lived in a trailer with his wife and eight year old son. He offers to meet them there.
The sheriff comes outside and addresses the gathered town people. He tells them there's nothing to worry about, the Fringies don't know anything. Joe's wife Rose is there with Teddy and he specifically reassures them that he'll make it all go away.
Walter and Astrid drive to Edina. He tells her in the '70s the Army tried to find a way to camouflage soldiers using electromagnetic energy. They thought if they could generate a massive enough pulse they could interfere with the optic nerve and make the soldiers invisible to the naked eye. Walter consulted on the project briefly. After he left they realized the pulse has a horrible side effect: a genetic disorder. The man and moth are children of the experiment.
Walter tells Astrid to stop at the sign leading into town. He's carrying the live moth with him in a jar and tells Astrid to look at it. She sees the butterfly.
The man and the moth don't change at all, the perception of them does.
Walter fills Peter and Olivia in via phone. Olivia connects the pulse to the "Edina hum." Walter says only Edward Cobb, the creator of Project Elephant, could create such a thing.
Peter wants Walter to head home. Walter tells Astrid he told them to head into town to find the source of the pulse.
Rose tells the sheriff it's time to give things up because innocent people are dying. He's loading his gun to hunt Fringies. He tells her to stick to "the machine," that's her job.
Walter and Astrid drive around looking for something that could generate a pulse. They find a big antenna by a house and knock on the door. It's Joe and Rose's house.
Walter recognizes Rose from a picture as Edward's daughter, he used to bring her to the lab. Teddy answers the door and says his mom isn't home. When Walter says he knew his grandfather, Teddy lets them in.
Walter asks to use the bathroom then pokes around.
In the car, Peter puzzles over the Census numbers more. He finds the only loss of inhabitants is when people die, no one ever moves. Which means everyone is one of them. They pull up to meet the sheriff but Peter sees a gun and they duck as shots ring out.
They get out and run as the sheriff drives after them, shooting.
Meanwhile, Walter pokes around the Falls' house, heading into the basement. He finds the machine.
Astrid keeps Teddy entertained with a game of Operation. Suddenly he changes before her eyes, as does the sheriff as he hunts down Peter and Olivia. She takes out the deputy, who is also deformed.
Olivia and the sheriff end up facing each other with guns drawn and Peter in the middle. Then Rose, the most deformed of them all (think of the Mars inhabitants from "Total Recall") comes up behind the sheriff and shoots him. It's gone too far.
Later, Rose explains the original pulse deformed the whole town, then her dad came back and gave the town a choice: live deformed out in the world or stay put and look normal. They chose to stay.
Rose lived in Edina during her dad's original experiment, which the army didn't tell him they were expanding. She and her mother were both affected.
Broyles (Lance Reddick) rolls into town. Walter runs up to him and tells him they have to keep things secret so the people don't become lab rats. He thinks they've been harmed enough. Broyles, looking at a crying, deformed Teddy, pointedly asks Walter if he found the machine. If Walter didn't, there's nothing to report, Broyles explains.
Walter thanks him.
Cut to the Fringies leaving town as a normal-looking Teddy stands by the town sign. Walter admires how Rose exposed her secret to right a wrong. Peter's proud of his dad for standing up for the people. Walter appreciates the way his son chooses to see him.