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3... 2... 1 was the fifth episode of the third season and the thirtieth episode in the series Warehouse 13.


The sudden reappearance of a deadly artifact, which Warehouse Agents have been hunting for more than a century, requires the expertise of H.G. Wells.


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1893 In London, near Warehouse 12, a man walks through the early-morning streets to a meeting. The person he's meeting with intercepts him early, there's a burst of sound, and the man is disintegrated. A bobby hears the commotion and runs to investigate.

1962 In Greenbury, Ohio, birdwatcher Doug Varley is tracking birds near an abandoned barn. He sees a horn lying among the ruins. It emits a sound, and he's disintegrated.

Now In Pittsburgh, a man working on a billboard is disintegrated by the noise. Twelve hours later, Pete and Myka investigate the site and Pete talks to Pammy, the waitress at a local diner where the power went out. Pammy heard a horn-like noise before the power went out in the neighborhood. Myka has investigated the billboard and discovered that it was disintegrated as if by a blast of sand. Myka has an idea.

Back at the Warehouse, Myka reveals her idea and Artie informs them that The Regents have agreed. He activates a transmission device and a projection of Helena Wells appears. She says that she knows what is responsible, but Pete is unhappy that she's involved. Myka has read the files on Warehouse 12 and knows that Helena was involved in a similar case. There has been a rash of similar deaths recently and Artie tells Helena that she'll go back to her limbo prison as soon as she is done helping them.

1893 Helena watches as her brother basks in the admiration of readers of Helena's stories, the stories he took credit from.Fellow agent David Wolcott arrives and tells her that there is a stolen artifact. Fellow agent Vincent Crowley suggests that he go since they have lost two agents but Helena says that she and David can handle it. Helena leaves her brother to flounder on his own and goes to change her clothes while David briefs her. He reports that they've found strange dust at the scene of a disappearance and a horn sound. After she changes her clothing, Helena takes out her diary and considers it briefly, and then puts it back facedown. She then equips herself and they go to the crime scene. Helena picks up the dust and points out that their adversary is falling into a pattern. She has identified the victim from a note book he carried with astronomical data. Helena was working with the man, Sir James Eddington, on some astronomical observations. He was on his way to the observatory and Helena believes their target intended to stop him.

Now Artie checks the files and finds a file on Joshua's Trumpet, an ancient ram's horn that pulverizes anything in its path. Helena saw the Horn a hundred years ago and someone now has it in Pittsburgh. Pete ignores Helena and insists they can find it themselves, and Artie realizes that something else is familiar about the case. Helena provides the range of 20 meters but Pete notes that the man on the billboard was out of range of anyone in that distance. Myka suggests that someone has augmented it, and Helena admits that the Horn was lost in 1893.

1893 Helena and David go to the observatory and she explains that she was working with Eddington to find a power source for the rocket they were building. The Horn is inside the rocket and two men arrive to capture them at gunpoint. They take them to their boss: Vincent. Vincent insists on using the Warehouse artifacts to maintain Britain's superiority for another century and prevent the relocation of the Warehouse to America. He apologizes for deceiving Helena, his lover, but Helena draws a gun and shoots one of their captors. They fight the others while Vincent climbs to the rocket and activates it. As they fight, Helena explains that she realized someone was close to her when Eddington was murdered. As David finishes off their opponents, Helena grabs the wheel of the rocket base and tries to redirect it. When Vincent attacks her, she knocks him out and redirects the rocket. As it lifts off, the Horn triggers, disintegrating Vincent. The rocket blasts straight up into the sky.

Now Pete doesn't believe Helena's claim but Artie confirms that the rocket came back down in Ohio in 1962.

1962 Peg and Billy are kissing and decide to go to the barn where the birdwatcher disappeared. The Horn activates, just missing them and disintegrating a cow.

Now In Pittsburgh, a man hooks the Horn up to a radar dish and vows that soon everyone will have to listen to him.

Artie checks the files from Jack Secord and Rebecca St. Clair in 1962 and determines that the rocket was in Ohio. He sends Myka and Pete to Ohio and Myka wonders if they should take Helena. Pete objects but Artie insists and hands them the projection sphere.

1962 Jack and Rebecca talk to Billy and Peg. As they talk, Nora Varley and her son arrive and ask if they can find her husband, Doug. Rebecca talks to the son, Daniel, who is wearing a toy space helmet. He asks if he can help them fight the spacemen who took his father. Nora sends him outside and Jack assures her that aliens aren't involved.

As Jack and Rebecca drive to the barn, Jack kisses Rebecca and claims that he's reenacting what Peg and Billy were doing. Rebecca says that he loves her but notes that their future together when they're Warehouse agents is uncertain. She agrees to talk more about it later and they approach the barn. They find the Horn and Jack tries to pick it up, but it goes wild and disintegrates a nearby tractor. Jack tries to disconnect the wax seal holding the brass fittings to the Horn without success and they're forced to run as the Horn destroys everything in its path, including part of their car.

Now Pete, Myka, and Helena find the wreck of the car. In the trunk, Pete finds Jack's hat and a copy of an old science fiction magazine. According to the report, the Horn vaporized itself and a cleanup team never found it.

1962 Jack and Rebecca move in for a closer look and crawl toward the Horn. He tries to shoot it with a Tesla, melting the wax sealing it, but nothing happens. Rebecca shoots it with a normal gun and the Horn explodes.

Now Pete finds a brass fitting and Myka confirms it's from her rocket. They call Claudia who tells them that someone in Pittsburgh has changed the artifact, making it powerful enough to destroy a helicopter a mile up. After he signs off, Pete accuses Helena of being responsible for everything that has happened. Myka shuts down the projection sphere and says that she, Myka, is back now, and Pete reluctantly apologizes. They try to work out how the Horn got from Greenbury to Pittsburgh, and Pete notices that the magazine has a boy's handwriting on it. They figure that Daniel hid in the trunk of the agents' car, picked up the Horn, and moved to Pennsylvania.

In Pittsburgh, an adult Daniel tries to feed more power to the Horn, which he has attached to a radio telescope. He points it as a distant star and vows that this time they'll hear him.

Pete and Myka go to Pittsburgh and stop for fries. Claudia calls to explain that Daniel has disappeared into the cracks and is homeless after being in and out of psych hospitals for years. Before he disappeared, Daniel worked for SETI, leading a project to communicate with aliens. Artie confirms that Daniel worked with Professor Wilmore at PA Tech. The agents go to the university and check out Daniel's office. Wilmore explains that Daniel's personal project eclipsed everything. There are star charts for a planet GL-581, which is in the inhabitable range for life. As they go, the agents tell Artie that Daniel plans to fire a blast of sound toward GL-581. Claudia triangulates the pattern of the attacks and realizes that in each instance the blast was aimed at GL-581. If Daniel fires another blast that night, it will hit the Allegheny Field baseball stadium. Pete and Myka go to the abandoned SETI base where Daniel used to work. Daniel is preparing to fire the Horn again and has protected himself with a force field. Pete tells him that he's already killed four people but Daniel doesn't care as long as the aliens who he believes abducted his father will hear him and know he has their device.

Claudia finds that there are 40,000 people at Allegheny Field and Artie says that there is no way to evacuate the stadium in time.

With just over two minutes left, Daniel explains that aliens are the ones who took his father. Pete tells Myka to turn on the projection sphere. Helena appears and Pete introduces her to Daniel as the person who built the rocket. She apologizes about the death of her father and Daniel says that he knows. He grabs a gun and prepares to shoot her so he can get revenge for her father. Myka says that Helena didn't kill Daniel's father, but both Helena and Pete insist that she's responsible. She steps through the force field and explains that they have all lost someone they loved. Helena lost her daughter and didn't care who she hurt. She tells Daniel that she knows what he is feeling, but it won't bring his father back. When he asks why his father had to die, Helena explains that it was an accident because she failed to stop the Horn from hurting anyone. She apologizes for his father's death and Daniel shuts down the Horn just in time. At the warehouse, Artie congratulates Claudia, who admits it was nice having Helena back. Artie warns her not to get used to it.

1893 David asks Helena how she manages to handle both inventing devices that can threaten the world and recovering dangerous artifacts. Helena says that she plans to greet the new future with open arms and that it will be a wondrous place.

1962 Jack and Rebecca look at the bronzed statue of Helena that they know was responsible for the rocket. Rebecca points out that most Warehouse agents go insane or die, and says that since they don't know how long they'll have, she and Jack need to enjoy happiness together while they can.

Now Myka puts away the Horn and Helena congratulates her on recovering it after a century of effort. She notes that they made a good team and Myka agrees, but then points out what Helena did. Pete arrives and compliments Helena for her work. Myka shuts down the projection sphere and Pete puts on Jack's old hat.[1]


Main Cast

Guest Starring


  • Chad Connell as Jack
  • Alex Paxton-Beesley as Rebecca
  • David Storch as Vincent Crowley
  • Adrian Griffin as Sir Eddington
  • Paul Amos as Charles Wells
  • Martin Doyle as Daniel Varley
  • William Healy as Young Daniel Varley
  • Jayne Collins as Nora Varley
  • Megan Rossi as Peg Meyer
  • Taylor Hansen Whittaker as William Peter "Bill" Nelson[2]
  • Pamela Redfern as Rose Meyer
  • Matthew Campbell as Douglas "Doug" Varley
  • Michael Kinney as Professor
  • Hannah Hogan as Young Lady
  • Andrea Drepaul as Pammy
  • Scott Anderson as London Constable
  • Jordyn Negri as Christina

Artifacts and Gadgets Featured

  • Joshua's Trumpet: When blown, the sonic vibrations causes things in the path of the blast to disintegrate by disrupting them on a molecular level. This is the main artifact of the episode.
  • H.G. Wells and Sir James Eddington's Rocket: One of the earliest models of spacecraft, the rocket was powered by Joshua's Trumpet by using the powerful sound blast to propel it upwards.
  • Daniel Varley's Forcefield Projector: Transmits a field of unknown energy which provides protection from forces such as a shot from a Tesla.


  • Despite Jack's body from 1965 having been recovered in 2009 with a six-pointed badge for the Secret Service, he was seen with a different, shield badge in 1962 (which he is seen holding upside-down).
  • Rebecca claimed in "Burnout" that she changed her last name to St. Clair when she moved to St. Louis. However, Jack introduced her as 'Agent St. Clair' when interviewing Billy and Peg in 1962.
  • H.G. Wells states that her daughter's death had been two years prior to her investigations of Joshua's Trumpet in 1893. In Reset, however, the inscription of Christina's tomb reads "died July 14, 1899".
  • Although the episode takes place in 1893, copies of The Putney Journal seen in Helena's house mention "The Advent of the Flying Man - a new story by H. G. Wells", a short story that was not published until 1895 in The Pall Mall Gazette.[3]
    • The Journal also mentioned John S. Keltie's essay "The Partition of Africa", which was published in 1893 and again as a revised version in 1895.


  • Jack and Rebecca's investigation takes place June 7th, 1962.[2]
  • As this episode takes place in 1893, Helena either will meet or has already met Nikola Tesla at the Chicago World's Fair, with whom she would help design the standard Tesla Gun.[4]


Warehouse 13  :  Season 3
#01 "The New Guy" #07 "Past Imperfect"
#02 "Trials" #08 "The 40th Floor"
#03 "Love Sick" #09 "Shadows"
#04 "Queen For A Day" #10 "Insatiable"
#05 "3... 2... 1" #11 "Emily Lake"
#06 "Don't Hate The Player" #12 "Stand"
"The Greatest Gift"   (Christmas Special)