Tonight's Fringe is filmed in front of a live studio audience (No, but could you imagine? They'd be completely nuts 20 minutes in!)
 
Fringe starts at the Elias Cryonics research and storage facility in Medford, MA, where it appears that a bunch of frozen heads are being loaded into a delivery truck (The Ted Williams Fresh Direct special). A car pulls up and its driver steps up, claiming to be lost. Two security guards tell him that he is trespassing. The man drops the pear he had been eating and, in the same motion, pulls two guns out of his waistband and shoots the guards. He goes to the back of the truck and shoots another guard. The fourth guard, in on the robbery, tells the man where to find the car keys and tells him, "let me know if he's in there." Before the double-crossing guard can finish his conversation, he is seemingly shot dead by one of the wounded guards. The man drives off in the truck and as the remaining guard watches in horror, the double-crosser twitches to his feet. The guard fires again, then a third time, a fourth and fifth, but the double-crosser keeps coming. The sixth shot, a head shot, finally brings him down and we see what appears to be a metallic liquid seeping out from his bullet-riddled body.
 
Back at Harvard, Astrid is chopping up worms for Walter Bishop. She stops at 100, but Walter asks her for 50 more. Agent Olivia Dunham enters, as Walter had asked to see her. He tells Agent Dunham that he believes he can help her retrieve her memories from when she disappeared. According to Walter, in an old experiment, a certain type of worm, upon ingesting other worms, were able to transfer those worms' memories. So all Agent Dunham has to do is drink the wormshake concoction Astrid is ruining a perfectly good blender with. Peter Bishop tells Walter that he thinks it's a bad idea; Walter counters that they will not know until they try it. As the two argue, and to Astrid's horror, Agent Dunham lifts the glass filled with wormshake and swallows it down (unfortunate that she did not wait for Walter; he was going to mix the concoction with strawberries). As Agent Dunham (and us) struggles not to vomit, Astrid answers the phone with a "Bishop's deli."
 
The team has been called to the Elias Cryonics facility, where Agent Philip Broyles briefs them on the overnight robbery. Peter reveals that this is the third cryogenics facility to be hit in a week, the others being in Chicago and New York - and all three times, frozen heads were stolen. Walter asks to see the body that's "bleeding silver." He and Peter pour over the body and take samples of the fluid, which has the consistency of mercury. Agent Dunham has another momentary flash back to the Other Universe and briefly sees a blurred image of William Bell. As Walter continues to study the body, The Agent Formerly Known as Charlie Francis slithers up behind him. Walter greets him with a big smile and asks if he is okay as the man looks pale. Formerly Francis responds that he did not get much sleep the night before. Walter lets him on a little secret: "A little cannabis before bedtime does wonders." With Formerly Francis uncomfortably looking on, Walter discovers another shape-shifter device in the dead man's pocket.
 
In an empty lot, the man who stole the Elias truck is going through his pilfered merchandise, callously tossing away heads as he searches for the right one. The Agent Formerly Known as Charlie Francis, now wheezing and almost doubled over in pain, approaches him. He tells him that the robbery was sloppy, as four men were killed, including "one of our own." Formerly Francis says that the FBI "understands what he is." Formerly Francis is told that he's "been in this body too long" and that he's dying. The man recommends that Formerly Francis go home and "get fitted for a new conversion device." However, Formerly Francis cannot be extracted until he completes his mission: getting Agent Dunham to reveal what she learned in the Other Universe. The man is looking for a certain head that is of extreme importance, and he tells Formerly Francis that he plans on going to another facility in North Carolina to continue his search. Formerly Francis says that the trip may not be necessary; Agent Dunham is beginning to remember her time on the other side. He surmises that she may know the location of the missing head, as he assumes that William Bell knows that they are looking for it and that is why he summoned Agent Dunham to see him.
 
"Why are shape-shifting soldiers from another universe stealing frozen heads," Agent Broyles asks Agent Dunham over breakfast (we've had stranger diner conversation, but not much stranger). Agent Dunham assumes that the shape-shifter is looking for a specific head. She says that Peter is going to look into the conversion device. Agent Broyles says that he is considering putting a security detail on Dunham, as the last time they saw one of the devices, someone tried to kill her. Dunham counters that if a shape-shifting assassin wanted her dead, she'd be dead. Touche, Dunham.
 
As Walter and Astrid perform an autopsy on the shape-shifter killed at the Elias facility - a mechano-organic hybrid, as Walter puts it (how green!) - Walter describes how these shape-shifters operate. He suddenly looks very scared, and tells Astrid that he must speak to Agent Dunham right away. Agent Dunham, however, is with Peter, working on figuring out the conversion device. Peter discovers that the device is streaming a significant amount of data. Peter and Dunham are then called to meet with Walter, who reveals that the blood temperature in this shape-shifter and the temperature of the blood of the body of what they thought was the original shape-shifter do not match up. The group comes to the same realization: the original shape-shifter is still alive, and could be anyone. Walter thinks he has a way to determine who the shape-shifter is, by employing Rebecca Kibner, his former test subject who was able to see the "other universe" soliders in a past, videotaped experiment. A solid plan, except that Agent Dunham calls to let The Agent Formerly Known as Charlie Francis that they may have a line on how to find the shape-shifters. An easier way to find him might be to look for the person drinking straight mercury out of a Slurpie glass, which Formerly Francis is forced to do to regain his strength.
 
At Massive Dynamic headquarters in New York, Agent Dunham has another brief Other Universe flash on her way to meet with Nina Sharp. She brings her the conversion device and discusses Peter's theories on the device. Massive Dynamic's scientists had been studying the other conversion device to determine what they could learn from it, but it is too damaged to yield much information. When Dunham tells Nina Sharp that the new device is intact, her eyes light up. Brandon, a goofy but brilliant Massive Dynamic scientist, says he can unlock the secrets of the device in "three hours, tops."
 
Walter is very nervous as he and Peter approach Rebecca Kibner's home. He asks Peter to do the talking, but Peter is the one left speechless as Kibner greets Walter with a warm, sensual hug. Kibner reveals that she started seeing shape-shifters after the experiments Walter did, that they had a different glow to them. She said she was "recognizing people that didn't belong." Kibner calls the ability a great gift, but that her ability "comes and goes as it pleases." Kibner agrees to do the experiment again to see if she can regain her powers. The massive amounts of LSD Walter subjected her to in the past did not seem to affect her memory; Kibner remembers exactly where the electrodes go and where Walter kept his drugs in the lab. As Walter and Peter administer the drugs to Kibner, Astrid hooks Agent Dunham's phone up to Massive Dynamic's live feed of the conversion device process, wherein Brandon will try to capture an image of the shape-shifter.
 
As the drugs begin to take hold of Rebecca Kibner, Walter uses his voice to sedate her and guide her search. He asks Peter to ring a bell that he has set up in the lab. As soon as Peter rings the bell, Agent Dunham falls to the floor. She has a brief flash to the Other Universe, where the same bell is rung. This time, the flash holds, and Agent Dunham is suddenly in William Bell's office, where he has the same bell on his desk. "Olivia," a smiling Bell greets her. "After all these years, it is so nice to finally see you again." Bell apologizes for the "crude" method he employed to bring Agent Dunham over, but he notes that there were people who were trying to prevent them from meeting. He calls their meeting a reunion, which strikes Dunham as odd; she has been trying to meet Bell for a year. Bell reveals that she used to call him "Willem" when she was a girl. Dunham continues to have flashes, which Bell explains are a result of her not being in synch with the new universe.

"You're lucky," he adds. "Most people who cross dimensions without your natural talent are simply torn apart." As he sucks oxygen from a tank, Bell says that he is not sure how much Walter has told Dunham, or how much he remembers. She tells him that Walter told her about the experiments they performed on her when she was a little girl. Bell counters that he did not mean to hurt her, or anyone. Bell warns that he knows a war is coming, between the two universes. He says that he cannot yet go back to their universe, if ever, and notes how hard it is for most people to cross over. However, he says that in the Other Universe, they have created the shape-shifters, who are able to cross over with greater ease. "They call them the First Wave," Bell warns. Agent Dunham tells Bell that she does not trust him, and that she believes that he is responsible for whatever war is coming. Bell tells her that she does not have to trust him, or even like him, but that his unique perspective - having lived in two universes - gives him the ability to kn ow the impact that a decision, right or wrong, can make. He points out that the building his office is in - one of the World Trade Center towers - is still standing because of choices made in the Other Universe.

"A storm is coming, perhaps the last and worst storm of all," Bell says. "When it is over, I fear there will be little left of our world." He reveals that the shape-shifters are looking for the person who has the ability to open the door between the two worlds - the frozen head that they are looking forward - and that Agent Dunham is the one to stop them. Of all the children Bell and Walter prepared, Bell says that she was the strongest. Bell shows her an image, and says that the image will be hidden on the shape-shifters' leader. He tells her to show the image to Nina Sharp. Then, with a ring of the bell, he starts to send Agent Dunham back into her universe. He gives Dunham the Greek phrase she muttered to Peter in the hospital after waking up from her car accident, and tells her that she must say this phrase to Peter, that he will know what it means. Bell tells Dunham to keep Peter by her side. He then apologizes - after all, he pulled Dunham out of a moving car for her journey to the other side. As her memory ends, Agent Dunham shoots up in the Harvard lab, demanding to speak to Nina Sharp.
 
As Agent Dunham races to meet with Nina Sharp, Walter and Peter walk Rebecca Kibner to her car. Booty calls, and Walter decides to go home with Rebecca Kibner. As Peter says his goodbyes, Rebecca Kibner gives him an odd stare, which she quickly dismisses as an after-effect of the drugs when Peter presses her. Astrid is alone in the lab when The Agent Formerly Known as Charlie Francis slinks in. Astrid tells him that Dunham went to meet with Nina Sharp, and Formerly Francis is just about to leave when he notices the computer running the facial reconstruction program on the conversion device. Formerly Francis can feel the noose tighten around his shape-shifting neck.
 
In New York, Agent Dunham shows Nina Sharp the symbol William Bell gave her. Nina Sharp says she does not recognize the mark, but that she assumes it must be on the leader's head, and that must be why the shape-shifter is robbing cryogenics labs of their frozen heads. Agent Dunham tells Sharp about Bell's storm warning, which gives Nina pause. She says that "storm" is the phrase Bell used when he discussed the inevitable collision of the two universes. Using two New York city skyline snowglobes, Nina Sharp demonstrates how only one universe would survive when the two collided (let's hope ours isn't the shattered snowglobe!). Nina Sharp says that Bell used to refer to this event as "the Last Wave Storm." This triggers another flash for Dunham, one that reveals the name of the cryogenics facility in which the head is located. Suddenly, her phone buzzes with text messages from The Agent Formerly Known as Charlie Francis (TAFKCF in text lingo). The messages tell her that Sharp is the shape-shifter. (Formerly Francis, your pants are officially on fire)
 
Dunham rushes out of Massive Dynamic and meets Formerly Francis on the sidewalk. He claims that a SWAT team is on its way to the building and leads Dunham into an alley around the corner. Dunham reveals that she almost divulged the location of the missing head to Sharp, and tells Formerly Francis the name of the lab in which it's located. Just as she does this, her phone receives a message saying that the image rendering is complete. She is looking at the face of the shape-shifter, the face of Charlie Francis. Formerly Francis attacks Dunham and while she is on the ground, calls the other shape-shifter to tell him where the head is. Formerly Francis is interrupted by a passerby as he tries to squeeze the life out of Dunham. Using the momentary distraction, Dunham grabs her gun and, after shooting him multiple times, brings down The Agent Formerly Known as Charlie Francis.
 
Walter drops Rebecca Kibner off at her door. After some small talk, Walter tells Rebecca that what he did to her was wrong. She shakes off the apology and tenderly kisses Walter, claiming that she'd been wanting to do that for so long. She says that Walter made her special. Walter tells her that she was always special, and walks away.
 
Agent Broyles sits with Dunham and tries to comfort her following the death of Charlie Francis. But Broyles does not have good news: the cryogenics facility was hit before the FBI team could get there. Dunham says that she has failed her mission but Agent Broyles will not let her believe that. "Olivia," he says sternly. "We'll find them." Olivia looks back at him with new resolve. She is going to need it: as the episode ends, we see the shape-shifter in a lab, peeling back the gauze from around one of the frozen heads. He places the head and a detached body on an operating table. As he sits back, watching and eating a pear, tendrils sprout from the severed head and begin to attach itself to the body. Before the screen goes, the eyes open. The leader has awakened.