The 40th Floor was the eighth episode of Season 3 and the thirty-third episode in the series Warehouse 13.


The Warehouse personnel must stop an assassination attempt on several of the Regents.


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Sally Stukowski uses the factory fire doorknob to torture a woman for information. Once she has what she needs, Sally uses the artifact to finish her off.

Artie briefs the team on Sally and informs them that he's been tracking her. She's been responsible for the death of four Regents and a fifth one, Theadora Stanton, has gone missing.

In Atlanta, GA, Sally receives a text message saying that they're ready. Pete and Jinks confront her and ask what she knows about Theodora. She feigns ignorance but then knocks them down, destroys her phone, and runs outside. However, Myka Bering is waiting and stuns her with the Tesla. As Pete and Steve arrive, Pete notices Marcus Diamond in a car. Marcus sees him and drives away.

The agents haul Sally back into the bar where Artie and Claudia are waiting. They search her bag and find an artifact. Once they neutralize it, Sally tells them not to waste their time because what's done is done. Artie takes out Henry Morton Stanley's Map and forces Sally's hand onto it, and it shows where she's been. The trail leads to a building, 528 Donald Street. Artie, Pete, Myka, and Claudia go there and find security guards with non-standard Colt .45 revolvers. Artie has Claudia toss in a Tesla grenade to take out the guards, and Myka confirms they each have an Eye of Horus tattoo on their wrists. Artie searches them and finds a card with the name Diana K. Snow on one side and Suite 4013 on the other. He recognizes the pseudonym and tells Pete and Claudia to check the security footage while he and Myka go to the suite.

As Steve watches over Sally, she insists that the Regents aren't the paragons he thinks they are. Mrs. Frederic arrives and asks Sally for more information.

Pete and Claudia check the security footage and confirm that Sally came in earlier with a man, and they were both dressed as painters. They check the phone calls on the sim card from Sally's phone and track her partner to an address.

As they arrive at the suite, Myka realizes that Diana K. Snow is an anagram for Regent Adwin Kosan. He's on the 40th floor with two other Regents, Jane, who is just Jane, and Philip Petrov, as well as security chief Jackson. Jackson insists that the location has been compromised and everyone heads for the elevator. Myka objects, warning that the stairs are safer, but Jackson overrules her. As they go down, the cables break and the emergency brakes cut in. When Myka looks up through the hatch, she sees a glowing corrosive force that has destroyed the cables and is cutting through the brakes.

Myka uses the grappler to hook the side of the shaft. When the car drops, the grappler line holds it in place long enough for everyone to get out the door to the 37th floor. Artie realizes that Sally has another artifact.

At the bar, Sally knows all about Mrs. Frederic, and Mrs. Frederic knows she's from Connecticut, not the Deep South. Mrs. Frederic assures her that pain is a great motivator, but Sally says that the Regents are the ones who started the war.

At the address that Claudia pinpointed, James Aquino makes a withdrawal from a global investment firm. Meanwhile, Claudia and Pete arrive and confirm that Aquino is a soldier and demolitions expert. Artie calls to tell them that they're trapped and Sally's partner may have a corrosive artifact. Meanwhile, Pete enters the firm and quietly orders everyone out. Aquino spots Pete's reflection, takes a spray can out of his pack, and grabs the manager. He sprays the coat and runs off, and the coat bursts into flame. While Aquino runs outside, Pete and Claudia save the manager but lose Aquino when he drives away.

Jackson gets a report from his men that they've broken free. Artie tells Jackson to order his men out before they stumble into another trap. One of the Regents, Jane, insists on going with Myka and ignores Jackson's objections. Meanwhile, Artie goes to the elevator stairwell and discovers that the corrosion is taking out the stairs on the lower floors. Myka and Jane confirm that the other stairway is also cut off. The other Regent, Philip, suggests that they head for the roof. Once they get there, Kosan calls in a helicopter and confirms that it will arrive in 30 minutes. However, Myka and Artie spot the reflection on an opposing building of an anarchy symbol formed by the corrosive artifact... and they realize they don't have 30 minutes.

Pete and Claudia check in with Artie, who tells them what is happening. The agents plan to find the can and hopefully end the artifact's effects.

At the bar, Mrs. Frederic receives a report on what is happening and takes out a medal artifact from Unit 731. Sally knows what it does and realizes it belonged to the Japanese commander who conducted human experimentation on American soldiers during World War II. She insists that Mrs. Frederic is bluffing, but Mrs. Frederic applies the medal to her and simulates the effects of drowning for a few seconds.

Claudia checks the Atlanta traffic cameras and confirms that Aquino's heading for a private jet. When Pete realizes that they can't catch up to him in time, Claudia takes out an earpiece and takes control of Aquino's GPS navigator, redirecting him toward them.

Mrs. Frederic continues her torture but Steve reminds her that they don't torture people. He insists that they have to treat her legally, but Mrs. Frederic maintains that she'll do what she has to. Meanwhile, Sally uses her ring to secretly start cutting through her bonds.

Artie spots a window-washing rig on the 15th floor and suggests that they use it to escape. When Jackson objects, Myka tells him that they don't have a choice. He reluctantly agrees and they head for the 15th floor. As they go, Jane compliments Myka and notes that she was reinstated because of her assertiveness. The Regent notes that the Warehouse called upon each of them and that it's destiny. They reach the 17th floor but the corrosive eats through the stairs. Jackson manages to grab the rail and Myka tries to pull him up. When she refuses to let him go, Jackson tells her to save Philip and then drops rather than put Myka at risk. Myka meets the others and they head for the window-washing rig. As they go, Jane tells Myka that Jackson understood the risks and accepted them.

Sally refuses to tell Mrs. Frederic about the paint and Mrs. Frederic continues to torture her until she admits that it's a Berlin Wall Spray Paint. Disgusted, Steve draws a gun and tells Mrs. Frederic to stop. Mrs. Frederic insists that they have to protect the Warehouse. As they talk, Sally breaks free, hits Steve with a chair, and runs out. Mrs. Frederic tells Steve that they have to address the consequences of his action.

Mrs. Frederic passes the information on to Claudia and Pete, and they realize the spirit of anarchy gave the can the power to destroy all walls. Pete and Claudia intercept Aquino, trapping him in a dead-end alley. He threatens them with the can and then says that either they'll kill him or another man will. Aquino sprays himself with the artifact, killing himself rather than risk capture. The agents put the can in a neutralizer bag, hoping that it will stop the corrosive effect. However, the building continues to crumble and Pete figures they need to be closer.


Rubble falls from the ceiling. Corrosive debris falls on Philip, trapping him and injuring Kosan. He tells Jane that they have to make the transfer and holds out an arm with a Remati Shackle on it. Kosan and Jane unlock the shackle, which explodes in a burst of energy. Jane dons the bracelet but hesitates to abandon her comrade. Philip tells her that she's the guardian now and must escape. The corrosive effect spreads, dissolving him. Meanwhile, Artie dissolves the window and uses an artifact set of pick-up sticks to create a ladder to the rig two stories below.

As Artie climbs down, Myka echoes Jane's earlier words to her, telling her to cowboy up. The wounded Kosan insists that Jane go first, but she sends him down instead. Once he gets down, Jane and Myka start to climb down but the corrosive effect hits the ladder, dissolving it. The rig has no power so they can only go down. Artie tries to climb up but Kosan warns him that the ladder is corrupted. The Regent releases the brake on the rig and drops toward the street with Artie. The emergency services are there and Artie says that it's a chemical spill. He tells everyone to get back and then asks Kosan what happens if Jane is killed. The delirious Kosan insists that Jane is now the Guardian and they can't leave her. As the EMTs take Kosan away, Artie spots a burning anarchy symbol on the side of the building.

Jane has Myka open the elevator shaft. They confirm that the shaft is clear and Jane pulls out hoses and climbs down with Myka.

Pete and Claudia arrive with the spray can and Artie points out the symbol. He explains that since the symbol was created by extreme emotion, someone with an extreme emotion needs to paint a counter-symbol. Pete takes the spray can and starts painting.

Myka and Jane get to the bottom of the shaft but discover that the basement exit has been blocked by debris.

Pete finishes covering the symbol and the new paint spreads out, countering the corrosive paint. Inside the shaft, Myka and Jane realize that they've been saved. Myka figures that Pete had something to do with it.

Sally meets with her wheelchair-bound superior. He points out that she failed to destroy the building, but Sally notes that Mrs. Frederic was willing to cross the line. However, she assures her superior that she's already started working on Steve. Her superior tells her that he's sorry and Marcus Diamond kills her with an injection. He assures his superior that it will look like a heart defect, and the man thanks Marcus for his assistance and regrets that Sally wasn't up to the rigors of her job.

Pete rushes to embrace Myka, while Artie tells Kosan and Mrs. Frederic that Claudia has traced Aquino to a company called A to Z Technologies. Mrs. Frederic says that once they identify their enemies, they'll strike and strike hard. Artie figures that the target was the Shackle and Mrs. Frederic tells him that it's Warehouse 13's last line of defense. Meanwhile, Claudia talks to Steve, who admits that he was insubordinate and Mrs. Frederic fired him. When Claudia goes to talk to her, Steve tells her not to bother because he can't do it anymore.

Myka talks about Jane and takes Pete to see her. He takes a look at her and realizes that it's his mother.[1]


Main CastEdit

Guest StarringEdit


  • Paula Boudreau as Theodora (Regent)
  • Andrew Jackson as Jackson
  • Alex Karzis as Philip Petrov
  • Noah Danby as Aquino
  • Paul Sun-Hyung Lee as Bank Manager
  • Michael Dagostino as Guard #1
  • Kevin Rushton as Guard #2
  • Dom Fiore as Fire Chief

Artifacts and Gadgets FeaturedEdit

  • Berlin Wall Spray Paint: Corrodes objects when paint is sprayed on them. The full effect occurs when one sprays the Anarchy symbol on something, corroding it more quickly and intensely, and is even capable of demolishing buildings. The corrosion effect is fueled by negative emotion, and to reverse the effect one must spray it over the original symbol by thinking with positive emotions. It is the main artifact of the episode.
  • Henry Morton Stanley's Map: Able to discern where a person has been in the last 24 hours by placing their hand on the map.
  • Claudia Donovan's GPS Interference Device: Can access and mess with a person's GPS system and provide false directions by speaking into the device.
  • Glassblowing Tube: Turns glass back into sand.
  • Lloyd Wright's Pick-up Sticks: Throwing the sticks creates a solid, climbable structure like a ladder.
  • Shirō Ishii's Medal: Simulates drowning; Mrs. Frederic claims that it can accomplish in a few seconds what would take a skilled interrogator days.
  • Remati Shackle: Created by Genghis Khan during the reign of Warehouse 7; apparently he went to great and terrible lengths to forge it. It is mentioned as the last line of defense for Warehouse 13 if it were to be under attack, but the exact nature of this defense is not specified until Stand.


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)
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