This is first half of the two-hour Season 3 finale. Pete and Myka need to figure out what Sykes is looking for in the Warehouse. They discover that H.G. Wells has been living as Emily Lake, a high school English teacher with no memory of her being H.G., and that Jinks is actually undercover under orders from the Regents.
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At the Warehouse, Claudia tries to pinpoint the transmission signal within the Warehouse while Pete and Myka search the Warehouse and Artie coordinates. Claudia confirms that the signal is coming from the art gallery and goes with Artie to investigate. Everyone meets there and finds nanites have infiltrated the system. Artie realizes that they emerged from the Van Gogh that Sally asked them to retrieve to plant the bugs in the Warehouse. Claudia says that it will take her days to interface with their coding. Instead, Pete blasts it with his Tesla.
Tyler Struhl, running the nanites on remote, realizes that the agents have shut down them down. Sykes asks for a report and Tyler admits that he has the data he wants but hasn't decoded it yet.
Jane Lattimer arrives and demands a report. Claudia confirms that Sykes accessed File Atlas-66. It's for Regent use only and Myka suggests that Jane should tell them what it is. She refuses, insisting that the Regents already have a plan in place. When Myka turns to Pete for support, Pete agrees with his mother and then quickly slips away, and Myka reluctantly agrees to drop the matter. However, she goes after Pete and demands an explanation. He warns that arguing with Jane will get them nowhere and reveals that he has a hideaway within the Warehouse: his Pete Cave. He then shows her his planning board showing everything he's been doing to work out Sykes' plan. Pete figures that Sykes wants to get the Collodi Bracelet back, and made a fortune in hedge funds ten years ago so that he could get the Bracelet back. The agents wonder who Sykes has working with them now.
Steve and Marcus Diamond go to see Sykes, who says he wants them to collect something important. Later, Steve talks to Sykes and insists that he just wants his old job and his reputation back. Sykes points out that they both have been burned by the Regents, and he promises Steve that he'll get his job with the ATF back. Marcus arrives and tells them that Tyler has decrypted the first part of the file.
While the agents start profiling Marcus, Claudia arrives and tells them she's identified Tyler Struhl's electronic signature on the nanite programming. She's obtained an address in Cheyenne, Wyoming from the Atlas-66 file. Pete and Myka go to check it out against Jane's orders and Claudia runs interference.
At the B&B, Jane and Adwin argue over how to proceed. He wants to inform more Regents of her plan, but she points out that Sykes has already tortured and killed several Regents. She considers the Remati Shackle and admits that Pete is on the front line and her decision could get him killed.
Pete and Myka arrive at Cheyenne High School and Myka finds Helena teaching a class. She confronts her, but Helena has no idea who she really is. Pete arrives and tells Helena to freeze, and Helena faints. They wonder why Sykes wants her and Helena wakes up and asks why they want her. Myka asks for her driver's license and they confirm that she's listed as Emily Lake.
At the Warehouse, Artie comes in with Trailer and finds Claudia working on her laptop. She claims she's doing nothing unusual but Artie doesn't believe it. Claudia finally admits that she's playing computer games because there's nothing to do. He leaves and Claudia then brings up the Atlas file and tries to decrypt it. Artie comes back and catches her, and demands to know where Pete and Myka are.
Helena takes the agents to her apartment and greets her cat, Dickens. As she feeds the cat, Pete suspects that Helena is up to something. Myka isn't so sure and finds fake photos on the wall. She figures that the Regents put her into their version of the witness relocation program. Myka realizes that Atlas 66 refers to the fact that Helena was born in 1866 and lived at Atlas House. Helena comes out with a knife and tries to threaten them, but Pete easily disarms her, proving Myka's point. As Helena insists that she's harmless, Pete gets a bad vibe and looks out the window. He sees Marcus getting out of a car in the street below.
Marcus enters the apartment and finds Pete waiting for him while Myka takes Helena away. Pete demands to know what Sykes wants but Marcus attacks him. The two men fight and fall through the window onto the fifth-floor balcony outside. Marcus ends up falling to his death in the struggle. He runs to the parking garage to find Myka and Helena, and discovers that Steve has taken Myka's Tesla and has them covered. Pete explains that Marcus is dead, but Marcus walks in, alive and well. He says that they're done, and Steve stuns Pete and Myka and then leaves with Helena and Marcus.
Artie calls Pete and Myka, waking them up. He warns them that they're in big trouble and they explain that they lost Emily Lake. Artie knows who Emily Lake is and complains that they disobeyed orders, but the agents say that Sykes would have captured Helena regardless and now they know he's involved. They tell Artie that Steve is working for Sykes, and Claudia insists that he must have been controlled. Artie doesn't believe it and warns that sometimes people make the wrong choices.
Marcus and Steve take Helena to a hangar and demand the truth, but she insists that she's Emily Lake. Steve assures Sykes that Helena believes what she's saying, but Marcus prepares to control her with Cecil B. DeMille's riding crop. However, Sykes says that it won't work because it controls actions, not minds, and that he trusts Steve. He agrees to leave Helena alone while Tyler decrypts the rest of the files and get the answers they want.
Back at the Warehouse, Myka demands an explanation from Jane, who explains that they tried to find a way to give Helena a normal life while keeping her as a resource. Claudia finishes cracking the file and discovers information on the Janus Coin. The artifact allows the user to separate a person's mind and body. Artie plays a video showing how Adwin used the Janus Coin to separate Helena's past and future lives, giving her a new personality as Emily Lake. The agents wonder who they've been talking to via hologram, and Artie explains that Helena's memories are on the Janus Coin, stored in Elk Ridge, South Dakota. Jane tells them to get the coin and bring it back before Sykes gets it.
Tyler decrypts the Atlas-66 file and finds the information on the Janus Coin, including its location outside of the warehouse.
Pete, Myka, and Claudia go to a Valu-Mart with a special key that will open the vault. When they take their list of goods to the checkout lane, the attendant JoBeth goes to call the manager, Mr. Keeler. He is wearing a Regent pin and takes them to a hidden vault in the freezer. After removing a box, he leaves and they confirm that a holosphere is inside. They slide the Janus Coin back in and the sphere projects an image of Helena's personalized past memories. They bring her up to speed on what has happened to her body (Helena was distraught at the career the Regents selected for her body, along with Dickens the cat) and ask her why Sykes would want her. Helena has no idea why Sykes would want them.
They report to Artie, who tells them to keep a low profile and bring Helena back. As Artie cuts off, Jane is worried that she's not comfortable conducting military operations when she was an elementary school teacher. She tells Artie that she was chosen for her insight into children, and then explains that the Collodi Bracelet hardens the heart of the wearer. Artie wonders if they didn't get to Sykes in time when he was a boy.
As the trio drives back, Pete says that he has an idea for how to protect the Warehouse, but warns that Myka won't like it. He then pulls over and says that they have to destroy the Janus Coin. Myka argues that it would be murder but Pete insists that the Coin can be used against the Warehouse. His partner refuses to destroy Helena, and Claudia activates the sphere to get her input. Helena tells Myka that she must destroy the Coin to protect the Warehouse. Myka says that the price is too high, but Pete and Helena note that once the Coin is destroyed, Sykes will have no use for Emily and let her go. Pete promises to save Emily and thanks Helena for everything she's done. Helena tells Claudia that she'll regret being unable to see her destiny, but is sure that it will be a glorious one. She tells Myka to be brave and then looks up at the sky as Claudia shuts down the sphere.
Claudia removes the Coin and gives it to Pete, but walks away with Myka because neither one of them can watch. Pete takes the Coin and prepares to smash it, asking for forgiveness. However, Marcus and Steve step out, using Cecil DeMille's riding crop to immobilize Pete. As Steve goes to get the Coin, Myka and Claudia returns and draws on Marcus. Steve explains that they found them by tracing Claudia's cell phone GPS. When Steve points out that Marcus can't die, Myka turns the gun on Steve but he's confident she won't shoot. Marcus uses the crop to force Pete to throw the rock at Myka, and Claudia grabs the Coin and runs. Steve catches up to her and tells her to give him the Coin. She refuses and dares him to shoot her.
Pete hears gunshots and tells Marcus that he's a dead man. Marcus admits that he is as Steve returns with the Coin. He tells Pete that he can come after them or help Claudia and Myka, and Claudia doesn't have much time. Pete helps Myka up and they go after Claudia. She's fine and tells them that Steve revealed that he is undercover as part of Jane's plan to get close to Sykes and reveal his endgame to the Warehouse. She accepted his story and gave him the coin, and Steve apologizes for not being able to tell her. Steve explains that Sykes plans to wipe out the Warehouse and everyone in it, and he's putting himself at risk because he couldn't protect his sister, be can save Claudia. Steve then gives her the directions to Sykes' location, fires the gun, and runs off. The address is Skybrook 3, a decommissioned airport hangar.
The agents contact Jane, who explains that Steve had worked undercover with the ATF and was the most plausible traitor. He was ordered to cooperate and help Sykes however he could, and then send a message. The agents head for the hangar.
Marcus brings in Helena and Sykes puts the coin in her hand. The memories flow back into her, and Sykes offers her a glass of water and says that it's a pleasure to meet her. He then thanks Steve for all of his help.
The agents break into the hangar and search the place. Pete finds something upstairs but tells Claudia to get back to the car. She realizes that something is wrong and ignores Pete's warning. Running up the stairs, Claudia finds Steve, dead.
- Eddie McClintock as Peter Lattimer
- Joanne Kelly as Myka Bering
- Saul Rubinek as Arthur Nielsen
- Allison Scagliotti as Claudia Donovan
- Genelle Williams as Leena (credit only)
Special Guest Star
- Anthony Michael Hall as Walter Sykes
- Aaron Ashmore as Steve Jinks
- Faran Tahir as Adwin Kosan
- Kate Mulgrew as Jane Lattimer
- Jaime Murray as Helena G. Wells
Artifacts and Gadgets Featured
- Janus Coin: Has the ability to remove certain memories and implant new ones. Its properties are similar to Max Wertheimer's Zoetrope, the facilitation of the separation of a person's consciousness, but its application is much more precise; Artie says that "the zoetrope is a machete, the Janus coin is a finely honed scalpel". It is revealed that the coin was inside the Holographic Projection Sphere, acting like a hard disk on a computer with Helena's consciousness imprinted on it. It is the main artifact of the episode.
- Tesla Rifle: Works like the Tesla gun, but has long-range capabilities.
- Tyler Struhl's Nanites: Microscopic, self-replicating robots that are revealed to have been hacking and messing up the Warehouse computer systems and stealing the Atlas-66 file that contains information on the Janus coin and H.G. Wells.
- Cecil B. DeMille's Riding Crop: Allows a person control of another's actions and movements by forcefully imposing their will on the victim.
- Vincent Van Gogh's Stormy Night: Movement of air causes torrential storm to manifest from painting. Struhl's Nanites hid on the surface of the painting until they reached the Warehouse. Stored in Aisle Sulaco-84C/Sulaco 84-C, the Warehouse Gallery, next to Renoir's Young Girls at the Piano.
- Pierre-Auguste Renoir's Painting of Young Girls Playing the Piano: Effect(s) unknown. Stored in Sulaco-84C/Sulaco 84-C, the Warehouse Gallery, next to van Gogh's Stormy Night. A simplified variation of Renoir's painting, without several details such as a vase atop the piano or a more defined curtain behind the girls.
- Sulaco-84C/Sulaco 84-C is named both after a municipality in Honduras and the U.S.S. Sulaco, a fictional spaceship and important setting in Aliens, where an alien queen is unknowingly brought onto the ship along with its passengers.
- The aisle Stormy Night is stored in is written as "Sulaco-84C" on Artie's computer, but is written as "Sulcaco 84-C" (sic) on the painting's storage screen.
- The Statue of Zeus prop is mistakenly used in the background while Myka is securing the Ancient Archives.
- The Warehouse's network is identified as "fargoW13.1", a reference to Douglas Fargo updating the Warehouse's computer system in "13.1".
|“||Claudia: That's why the computers have been so glitchy lately.
We've got bugs.
|“||About to zap bugs in the Warehouse.
Imitating Al Pacino
Pete: Say hello to my little friend.
|“||Myka: Lattimer! What the hell is going on?
Pete: Trust me, Myka. Arguing with my mother will get you nowhere.
Myka: So you're just gonna lie down? Who are you?
Pete: A guy who knew you'd follow me.
|“||Pete: Well, Cheyenne is only like, two hours from here. We should check it out.
Claudia: Against Jane's orders?
Pete: What's she gonna do? Ground me?
Anyway, I'm not going to sit around here and wait for the next bad thing to happen.
|“||Claudia: You got me. I'm playing fruit combat. Until Jane tells us the plan, I am bored, so--
Artie: All right. I'm going to my room. Trailer.
A short while later
Claudia: Did you just Mrs. Frederic'd me?
|“||Myka: Do you see? H.G. knows Kempo. If she wanted to hurt you, you'd be lying in a pool of your own blood right now.||”|
|“||Pete: Alfred, let's go shopping.||”|
|“||Describing Emily Lake to H.G. Wells
H.G.: But a cat?
Pete: Dickens is solid. Saved my bacon.
|“||Artie: And be careful. Stick to the back roads.
Claudia: The back roads? Driving from Elk Ridge to Univille?
Artie: Good point. Stay alert.
|“||Hologram of H.G.: Destroy the coin and whatever Sykes wants from me will be lost with it.
Myka: But you'd be gone. You'd be dead. The price is too high.
|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)|