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Walter smokes some marijuana out of a bong and then begins to reorganize his lab.
Olivia brings her niece Ella to the lab. She asks Astrid to watch her for a few hours. Walter then tells Ella a story about a detective Olivia Dunham. The story is a musical, set in what appears to be the 50’s.
A woman named Rachel hires detective Olivia for help, to find her lost love, Peter Bishop. Peter has gone into hiding because he has a special glass heart in his possession.
Olivia goes to interview Nina Sharp at Massive Dynamic and she tells Olivia that Peter is a con man, with many identities. After leaving she gets a call from Rachel pleading for help. When she arrives at Rachel’s home Olivia finds her dead.
Olivia finds a check from a Walter Bishop made out to Rachael. It turns out Walter hired Rachel to use Olivia to find Peter. Peter has stolen Walter's heart and without it he will eventually die.
Detective Olivia calls Astrid for help. During the call she gets attacked by a man (an Observer) that cuts her chest with a strange weapon. Miraculously the cut begins to heal itself. The weapon, the quantum laser, was made by Massive Dynamic. The man is with the Observers and Nina Sharp claims they are dangerous.
Olivia follows Nina and sees her talking to Bell through a window into the other dimension. Mr. Gemini, an Observer, knocks Olivia unconscious. They load her into a wooden box and throw her into the ocean. Peter shows up just in time and saves Olivia.
Turns out Walter stole 147 children's dreams and replaced them with nightmares. His ideas and inventions come from these children.
The glass heart actually belongs to Peter; he was willing to give it to Walter because he believed in him. Just as Peter is telling Detective Olivia this story, a group of Observers break in and steal the heart out of Peter's chest. Olivia has to place batteries into Peter's chest to keep him alive.
Olivia and Peter go to Walter and recover the glass heart. With the help of Ella, Walter comes up with a happy ending to his strange tale. Peter forgives Walter and splits his glass heart into two and they live happily ever after.
The last scene has an Observer making a call, and telling someone that Peter has not returned.