Pete enters Jane’s memories to investigate the Regent murders and to learn more about his mother and her history; Myka and Claudia look into a string of mysterious disappearances that started with a local T-shirt shop owner.
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Jane Lattimer meets her son Pete at Leena's B&B and he complains that she didn't tell him that she was a Regent. He demands an explanation and she starts, but Mrs. Frederic appears and tells them that they don't have time now that the Warehouse is under attack. The name of the holding company, A to Z Technology, rings a bell with Jane, and Pete realizes that she also gets vibes. Pete asks the two women if they would have ever told him the truth if the Regents hadn't been attacked, and realizes that they wouldn't have. As Pete walks away, Jane tells Mrs. Frederic that Pete needs time, but Mrs. Frederic warns that they don't have any time.
In Portland, Jason Kinser is mowing his lawn as his wife leaves for the store. As she gets in the car, there's a flash of light and Jason vaporizes. The nearby lights blow out and Jason's wife discovers that her car won't start.
A day later at the Warehouse, Claudia and Myka both demand to know why Artie fired Steve. He insists that he didn't fire Steve and that they're taking steps to fortify the Warehouse. They continue to argue and he finally tells them to let it go and head to Portland to investigate Jason's disappearance, overriding their objections.
As Myka leaves, she stops by Pete's room at the B&B. He admits that he feels like an idiot and doesn't know really know his mother, but Myka assures him that Jane is strong and brave and loves him. Pete wonders why Jane didn't tell him and Myka suggest that she was trying to protect her son. He worries that he might be a pawn of the Regents and Myka says that she feels the same. However, she points out that it doesn't matter as long as they're doing the job they love. Pete insists that it makes a difference to him.
Jane tells Mrs. Frederic that she broke Pete's trust, and Mrs. Frederic admits that they have to keep secrets from their children. When Jane suggests that she recruited Pete against her wishes, Mrs. Frederic says that Jane raised Pete to be an agent without ever realizing it. Now she wants Jane to concentrate on the company name and Jane wishes there was a way to dig out memories. Mrs. Frederic gets an idea and tells Jane to come with her.
In Portland, Claudia and Myka examine the Kinser house. They've talked to Mrs. Kinser and confirmed that the power went out, suggesting an electromagnetic source. They get in the car to go to the t-shirt shop that Kinser ran downtown. One clerk, Viola, figures that aliens abducted Jason. As she scans some shirts with a laser scanner, the manager, Stan comes in. He complains to one of the employees, Jeff McMasters, that he's using too much glitter. They tell Claudia and Myka that Jason was hard to work with and recently laid off half the staff.
A programmer, Brandon, goes to see his girlfriend at her apartment but she refuses to let him in. He goes to the alleyway beneath her window and sees her looking at him, but she refuses to acknowledge him. When Brandon refuses to go away, there's a flash of light and he disintegrates while the nearby lights blow out.
Artie calls to tell Myka and Claudia that there was another outage and that Brandon's roommate reported him missing. They go to investigate and Artie then tells Jane and Mrs. Frederic there must be another way. He admits that he hasn't been able to trace A to Z Technologies and reluctantly agrees to their plan. However, Artie warns that Jane could become lost in her memories. Mrs. Frederic insists on going to provide her with someone to ground her, but Pete steps into the office and says that he'll be the one to protect his mother.
In the Warehouse, Artie and Mrs. Frederic have Jane and Pete touch a pair of bronzed baby shoes. Artie reminds them that they can't change the past, and that the urge to stay in old memories can sometimes be irresistible.
Mother and son touch the artifact and find themselves in the street outside of Pete's childhood home. Jane wonders what it has to do with A to Z Technologies, and Pete goes into the house. However, she suddenly realizes what day it is and goes inside... where people have gathered for the funeral of Pete's father.
Claudia and Myka go to Brandon's apartment and talk to his roommate. He tells them that Brandon was seeing a girl, Megan Reese, and Myka realizes Megan is one of the employees that Jason fired from his store. They go to Megan's apartment and find a blast shadow on the dumpster outside of Megan's window. Myka recognizes it as the kind associated with nuclear blasts.
The landlord takes them up to Megan's apartment and complains that Megan won't let anyone in. She pounds on the door and Megan tells them to leave her alone. Myka sends the landlady away and kicks in the door. Megan is crouched on the floor and tells them to get out before she kills them. She flinches and they duck back for a moment, but nothing happens. Myka puts away her Tesla and tries to handle the situation peacefully despite Claudia's reluctance. The agent asks for the artifact but Megan has no idea what she's talking about and explains that every time she gets mad, she kills someone. Myka backs up and tells Claudia that Megan isn't in control of the artifact. She wants to figure out what the artifact is and insists on focusing on helping Megan. Claudia looks at the girl and agrees.
Pete and Jane watch Pete's sister meet with the guests and make a bully give Young Pete back his Matchbox car. Mrs. Frederic comes in and Pete is surprised to discover that she knew him his entire life. She assures Young Jane that her husband's death was non-artifact related and that she's there to ask Young Jane to come back as a Warehouse agent and deal with a situation in town. Young Jane refuses and walks away.
Myka and Claudia search Megan's apartment and Claudia notices Megan looking through her high school yearbook. She tells the girl that there's a way back from the weirdness and she knows because she's been there. They don't find anything and Megan tells them that it started back in her hometown of Indiana. A mugger came after her and he vaporized. After that, she vaporized her boyfriend during a fight. Megan moved to Portland to get away, got a job at the t-shirt shop, and met Brandon. However, she killed a woman who hit her car, and then Jason died after he fired her. Finally, Brandon died. Myka notices the yearbook and throws it into a neutralization bag, but nothing happens.
Outside, Mrs. Frederic tells Young Jane that they need her perspective as a Regent, but Young Jane says that she's done with that. Jane goes outside to sit on the porch and Mrs. Frederic tells her that there's no such thing as someone who is just a Regent and they need her. She insists that they need Jane's particular expertise and asks her to at least consider coming back. Pete, listening, realizes that his father knew and Jane says that he was her one person she told.
Megan continues to insist that she's the problem, but Claudia points out that Jason died when she was nowhere near him. They figure that the t-shirt shop is involved and insist that Megan come with them. As they leave, the landlady confronts Megan and demands her rent. Megan stares at her and the woman disintegrates. She runs off, scared, and Myka holds Claudia back rather than set off Megan again. Myka looks at the blast shadow cast on the building sign and realizes that the blast came from a nearby rooftop, not from Megan. She sends Claudia off after Megan while she checks out the roof.
Young Pete tries to cheer up his mom by snorting milk out of his nose. Mrs. Frederic calls to tell Young Jane that the matter needs to be resolved quickly. Young Jane agrees and leaves Young Pete to his own device. She goes to the home of a young boy, Walter Sykes, who is wearing a baseball cap and practicing batting. Young Jane picks up the ball and talks to him about baseball, and notices that Walter is wearing a rope bracelet. When Walter asks who she is, Young Jane tosses him the ball back and walks away. Pete, watching, doesn't see the point but Jane says that recovering artifacts can be a delicate thing. He resents the fact that she kept secrets from him but Jane insists there were things that she had to keep from him. Pete asks why she couldn't be his one after his dad died.
Claudia realizes that Megan would have fled to a cemetery to avoid hurting people. She approaches the girl and explains that she has a lot of problems as well, such as losing her best friend. Megan admits it's nice to have someone she can talk to about her problems.
Myka checks the building and finds glitter on the roof. She calls Claudia and says that it must be somebody from the T-shirt shop. When Megan points out that her problems started in Indiana, Myka realizes it must be someone from Megan's high school class and goes back to the apartment to check the yearbook. She compares the class names to the fired employees and finds a match: Jeff McMasters. Megan barely remembers him but the photos in the yearbook show that he was stalking her. Myka figures that if Jeff will kill for her, then he could kill her as well. She meets Claudia and Megan at the cemetery and suggests that Jeff and Megan crossed paths and he fixated on her. Now he wants to protect her, and they want Megan to help them find out what Jeff is using.
A young Artie and MacPherson collect the rope bracelet from the boy and leave. Mrs. Frederic and Young Jane talk about whether they helped Walter or not. Pete, watching, asks his mother how Mrs. Frederic convinced her to go back. Jane says that her husband did. They go to the house and watch as Young Pete talks to his father and says that he doesn't want his father to die doing his job. Pete's father says that it's a dangerous job and bad things happen, but he does it because someone needs to keep the world safe even if takes them away from the ones they love. Young Pete says that he wants to be that kind of person and his father assures him that he is. Jane tells Pete that they have to go but he wants to stay a little longer. She takes his hand and insists, and they fade out and return to the real world.
Pete admits that he thought she believed being a Regent was more important than him, and Jane says that she did it to protect him and his sister. She admits she was against Pete becoming an agent and they start arguing.
Megan finds Jeff at the back of the t-shirt store and says that she remembers him. He explains that she once protected him from bullies during a field trip. Ever since he stayed away because she never approached him again. Megan asks how he's doing it and Jeff offers to show her. As he takes her inside the loading dock and picks up a pair of binoculars, Megan looks around nervously and he realizes something is wrong. As Myka and Claudia step out of hiding, Jeff grabs Megan and slams the loading dock door down. They circle around and come in through the shop, and realize they can't risk shooting the Teslas when Jeff has a radiation-shooting artifact.
Jeff looks at Myka through the binoculars and fires a blast of radiation. Megan hits him over the head with a board and runs, and Claudia pulls her away. The doors are locked and they can't get out. When Jeff comes after them, Myka attacks him and he knocks her down. As he prepares to blast her, Megan steps out and draws his fire. Claudia grabs the laser scanner and shoots the beam through the binocular lenses, blinding him temporarily. They confirm that the binoculars belonged to the pilot aboard the Enola Gay and absorbed the fear and terror of a nuclear blast. They thank Megan for her help, and she tells Claudia that she hopes she hears back from her best friend. Claudia goes to call Steve and Myka tells her to say hi for her.
At the Warehouse, Jane realizes that the bracelet that Walter had was Collodi's Bracelet, an artifact created by Carlo Collodi, the writer of the Pinocchio story. The bracelet is made out of the strings of a marionette and give enhanced strength and stamina. Without the bracelet, Sykes was trapped in a wheelchair. The team on his baseball cap was the Aztecs: A to Z Technology.
The wheelchair-bound Walter is in his office and meets with Marcus Diamond. Marcus informs him that the Regent with the shackle is under 24-hour watch. However, Walter assures him that he'll soon be meeting Jane and her son. Now he wants Marcus to go after Steve now that he's vulnerable. Walter then tells Marcus to take a book from the corpse of a regent on the couch, Lok Archer. The book has a picture of a hot-air balloon with the word "brownie" on it. Marcus gives it to his employer, who says that he has another way to destroy the shackle.
- 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
- Kate Mulgrew as Jane Lattimer
- Alessandra Toressani as Megan Reese
- Sasha Roiz as Marcus Diamond
- CCH Pounder as Mrs. Irene Frederic
- Emily Andrews as Young Jane
- Harrison Smith as Young Pete
- Troy Blundell as Daniel Lattimer
- Ashton Doudelet as Jeff McMasters
- Spencer Paul as Walter Sykes (12 yrs)
- Darren Josephs as Jason Kinser
- Chandra Galasso as Wife Kinser
- Meghan Greeley as Viola
- Llyandra Ariel Evans-Jones as Jeannie Lattimer
- Lok Archer as Lok
- Alison Smiley as Landlady
- Paul Beer as Tom
- Scott Edgecombe as Stan
- Austin Ball as Brandon
- Mark Ramsay as Ralph Brunsky
- Brendan Shoreman as Young Artie
- Cameron Bryson as Young MacPherson
- Michelle Spira as Signing Guest
- Karen Ivany as Girl In Accident
- Graham Hines as Megan's Boyfriend
- Siavash Khavarnejad as Mugger
Artifacts and Gadgets Featured
- Paul Tibbets's Binoculars: Emits a deadly beam of radiation that disintegrates objects and people when the focusing mechanism is adjusted. The artifact draws its power from the user's rage and hatred as well as the radiation from the environment surrounding it. It is one of the main artifacts of the episode.
- Carlo Collodi's Bracelet: Allows a person extraordinary control of their body, such as an increase in stamina and strength, and is even capable of alleviating paraplegia. Prolonged exposure eventually results in the bracelet planting an incurable source of evil thoughts and delusions of grandeur; a "seed of darkness" as Mrs. Frederic calls it. Another main artifact of the episode.
- Horace Westlake Frink's Bronze Baby Shoes: Transports people through their past memories when they touch a shoe; the downside is that sifting through the memories creates a strong desire to stay. Two people travelling at the same time strengthens their grip on reality and so one person can pull a person back if the need arises.
- As well as the time travel element to the exploration of Jane's memories, there is a sense of the series coming full circle with the 'Aztecs' baseball cap, since the first artifact seen, snagged and bagged in the Pilot was the Aztec Bloodstone.
- In the "Pilot" episode, Pete says his father died when he was twelve years old. This badge gives Pete's birthday as November 5th, 1981. The funeral for Pete's father took place in his hometown of North Canton, Ohio; snow was not seen and the trees were green, indicating that the flashbacks took place in the spring or summer of 1994.
- Artie says that he and James collected Carlo Collodi's Bracelet "30 years ago" as of 2011. If taken to be true, this would place Pete's birth year as 1969 and his age by Season 3 as 42. As this age is not correct and 1994 is corroborated by more sources, Artie's claim is considered a non-canon mistake in the script (ignoring Artie's and James' younger appearance/actors in the flashback).
|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)|