[man 1 over PA] Blocks 9, 10, and 17, prepare for lockdown.
[man 2 on radio] Station three, make sure the area is clear.
[man 3] All clear here.
[man 4 over PA] Prisoner 334 is in lockdown. Lockdown 883.
[man 5 over PA] Checking block four. Upper gate. Check again.
[classical piano music playing]
[indistinct chattering over PA]
[suspenseful music playing]
[dramatic music playing]
[reporter] This morning, there are reports of another sighting.
Where did these six extraordinary super-beings come from?
No one knows.
But thank God they're American!
[diners applauding]
And now back to our regularly-scheduled programming.
[Sheldon] Walt.
I don't know why you keep insisting on meeting in public places.
Eventually, someone's gonna recognize us.
[jazz music playing]
-[Sheldon] Ah, you worry too much. -Yeah, 'cause you don't worry at all.
Hey, take a breath, all right? Nobody's connected me to the Utopian yet.
[Walter] Yet.
People we've known for years
look right at me and don't put it together.
Yeah, well, I'll keep my mask on when I'm flying around, just in case.
[laughs]
You look good, Walt. You look good in it.
Comfortable.
Unlike George, who has to wear that helmet around all the time.
It's a wonder he can fit his fat head in it.
Hey. You guys need to put all that aside.
[Walter] It's a joke.
No. Listen, you and George need to work together. We all do.
It's a joke, Sheldon. You ought to try one sometime.
I just want you to know that no matter how close George and I are,
it'll never touch the bond that we have, all right?
[alert beeping]
[alert blaring]
[Fitz] What's left of Blackstar's mind is in a cascade failure.
If he shuts down, he's gonna take Walt with him.
Whatever's going on in there, it's tearing him apart, piece by piece.
[distorted wailing]
[distorted screaming]
Go in and get him.
Screw that.
I'm not asking!
All I can do is hold the door open. He's gotta find his own way out.
-If we lose him, I swear to God-- -Shel, she is all we have got.
This was your call.
[suspenseful music playing]
[sighs]
[grunts]
Where are you going?
[sighs] Meeting up with some people.
There's still some pizza left.
What people?
[Hutch] Ah, people. You know.
[chuckles] Oh, like those assholes you were with the night we met?
Yeah.
What are you guys doing?
I think it's better the Utopian's daughter doesn't know exactly what that was.
"The Utopian's daughter."
[scoffs]
-[Hutch] Chloe… -Shit.
-I thought you didn't care about my dad. -I don't. I care about you.
-And the less you know, the better. -Bullshit!
Know what? You wanna keep parts of your life separate?
Go back to jerking off alone.
Oh, you're giving me shit for keeping things separate?
Okay.
When you having me over for dinner? Meet the folks?
-Different. -How?
You know how.
All I know is there are parts of both of our lives we don't want mixing.
The son of the world's greatest supervillain
and the daughter of the greatest hero.
[sighs]
How did we ever think that shit was gonna work?
[door opens, closes]
You've been giving it to the Utopian's kid?
The same one who kicked the shit out of us and wrecked my van?
Mate, that's messed up.
That bitch tried to throw me into outer space.
And she wrecked my van.
Yeah, he loved that van.
That van's magic, mate.
I bought it off Haddo the Sorcerer before they took him upstate.
-Will you shut up about the van? -No, I will not.
Utopian comes down on you,
anybody standing next to you will get chewed up and shit out sideways.
-And that's us, seu cuzão. -Okay. Okay.
Look, I am sorry I did not bring it up.
-Can we get past this? -[Gabriella scoffs]
-We got a job to do. -Piss on your job.
No way we're gonna risk getting stomped by the Utopian.
-You already burned us with the Big Man. -You're on your own, mate.
-[Hutch] I can't do this without you. -Good luck with that.
[sniffs]
Shenzhen, China.
[sighs]
[footsteps approaching]
Petra told me about Uncle Walt.
I got here as soon as I could.
He's in good hands, Dad.
Your mom and I had a… a talk the other day.
When we got our powers, uh…
I felt a great responsibility to improve the country and the world.
But I had to make a lot of sacrifices to fulfill that responsibility.
And I've been tough on you because one of those sacrifices
involved somebody who was very close to me, who felt like family,
Skyfox.
Skyfox felt like the Code held him back.
He felt like he could do more for the nation without it.
We had so many discussions about it in these very halls.
Discussions that rang hollow because…
he ended up breaking the Code anyway.
That was the beginning of the end for Skyfox and the Union,
and he became our worst enemy.
I can't lose you…
like I lost George. I can't.
-Not with Walt over there right now. -Hey.
You're not gonna lose me, Dad.
I thought the same thing about George.
He was like a brother.
And he turned on us, on me, on your uncle, on all of us--
Petra came to see me.
She's been having some doubts about the Code.
And I found myself saying your words.
Usually, I just say these lines like they were scripted, but…
[sighs] …this time, I actually meant it.
I finally knew why the Code was so important to you,
because I cared just as much when someone else questioned it.
I've been holding on too tight.
I need to… I need to talk more. I need to listen more.
-What is it? -It's Blackstar.
Somehow he got out of his cell.
A guard was able to put the Max on lockdown,
but others are trapped inside with him.
-Who's available? -Of the majors, you and Brandon.
Everyone else is trying to keep Walt alive.
I'm ready.
[suspenseful music playing]
Inside that room.
[inaudible gasping]
[mouthing] Loft. Loft.
[muffled thumping]
[mouthing] Loft!
-[grunts] -[Chloe yells]
[grunts]
[alert beeping]
[in Mandarin] Seriously?
-[grunts] -[guard grunts]
-[yells] -[grunting]
What are you doing here?
Saving your ass, idiot.
So, you've been following me?
Thank me later, asshole. We need to get out of here.
Not until I get what I came for.
I have the code.
Yeah? So do I.
Yeah.
[ringing sharply]
[groaning]
[Fitz] Blackstar's neurological pathways are collapsing.
Stabilize them.
[groaning]
[alert beeping rapidly]
[yelling]
[alert continues beeping]
[Walter yelling]
[man over PA] This is a lockdown.
All staff, remain in secure areas until further notice.
[alert blaring, buzzing]
[man over PA] This is a lockdown. All staff, remain in secure areas…
[Sheldon] Keep this door sealed.
We'll give you the signal when it's all clear.
[man over PA] This is a lockdown.
All staff, remain in secure areas until further notice.
All right, let's split up. If you see Blackstar, don't engage.
-Find me. -Yes, sir.
[man over PA] This is a lockdown.
All staff, remain in secure areas until further notice.
[ethereal tinkling]
["Painting the Clouds With Sunshine" playing]
♪ When I pretend I'm gay ♪
♪ I never feel that way ♪
♪ I'm only painting the clouds ♪
♪ With sunshine ♪
♪ When I hold back a tear ♪
♪ To make a smile appear ♪
♪ I'm only painting the clouds ♪
♪ With sunshine ♪
♪ Painting the blues beautiful hues ♪
♪ Colored with gold and old rose ♪
♪ Playing the clown Trying to drown all of my woes ♪
♪ Though things may not look bright ♪
♪ They all turn out all right ♪
♪ If I keep painting the clouds ♪
♪ With sunshine ♪
Come on.
What are you waiting for?
[glass shattering]
[alert blaring, buzzing]
[guard groaning]
-Hold on. -[groaning]
You're gonna be okay. I'm gonna get you out of here.
-[yells] -[grunts]
[both grunting]
-Is that all you got, Georgie? -[grunts]
[yelling]
[continues yelling]
[grunts]
[groans]
[growls]
[beeping rapidly]
[groaning]
[beeping rapidly]
[ethereal tinkling]
[groaning in slow motion]
[beeping rapidly]
[gasps]
We're losing him.
Can you get me in there?
-What? -Can you do it?
-You could be trapped in there with him. -Yes or no?
[Blackstar cackling]
Ah.
You let him go.
-[alert buzzing] -Or what?
You're not going anywhere.
I got quite a bit of currency in my hands.
[grunts]
Today, we're all gonna learn exactly how much you value your precious Code.
-[gasps] -Here's my jugular, Sampson.
Clear shot for your eyes.
Your son took a life to save you and Gracie.
[exhales deeply]
[Blackstar] Can you do the same to save your boy?
Or does the Code come first,
even before family?
[gasps]
I could've easily killed you the first time
had the Utopian not stepped in.
But he won't save you this time.
[grunting]
-[yells] -You hit like a girl.
[all grunting]
-Grace? -So do I!
-[grunting] -[yells]
Grace, you shouldn't be here.
[panting] No. This is… is my fault. It's all my fault.
How do we get out of here?
-[screams] -Grace!
[chuckles]
An oldie but a goody.
[breathing raggedly]
You kill me,
and everyone loses faith in you and the Union.
Uphold your Code, and you lose your son
and the faith of all the young kids in tights
who are ready to leave you and the Union behind.
[exhales deeply]
Wow, Shelly.
Your kid didn't hesitate to save you and good old Mom.
[breathing raggedly]
I don't think he's picking you, kid.
-[grunts] -[Blackstar] Nice knowing you.
Dad!
[grunts]
[yells]
[both grunting]
-[yells] -[grunts]
Oh, not so tough on your own, are you?
[both grunting]
Last time I saw you,
you and my so-called friends beat me to a pulp while my son watched.
You know, there'd be no Union
if I hadn't stood up for Sheldon and his crazy visions.
None of you believed in them.
And yet I'm on the outside?
I'm the bad guy?
You know, I think it's time to settle old debts, hmm?
[gun clatters to ground]
For turning the Union against me.
[yells]
[groans]
[George] It'd be too easy to kill you now.
Let me show you how it all ends,
and know that there is nothing you can do about it.
[yelling]
-[yells] -[grunts]
[grunting]
[Sheldon] He's not even close to being ready. Maybe he never will be.
-[yells] -[grunts]
[Sheldon] Brandon!
[groans]
[gasps]
[grunts]
[exhales deeply]
[grunts]
[panting]
I wasn't gonna let you die.
I know, Dad.
[dramatic music playing]
-[gasping] -[coughs]
They're out.
[panting]
[Grace gasping]
Welcome back, old man.
You owe me a million bucks.
[panting]
[Grace pants]
Hey.
Thank you, princess.
[Fitz] You two done hugging it out?
What the hell did you see in there?
Skyfox.
Blood pressure's elevated. Heart rate too.
Otherwise, looks like you're okay.
Thanks, Doc.
Skyfox sent you a message, didn't he? That's why he let us go.
What was it?
[sighs]
I should tell Sheldon first.
Well, if it affects Sheldon, it affects me.
-Grace-- -Walter. Show me.
[sighs]
-[grunts] -[ethereal tinkling]
[gasps]
What was that?
George cloned Blackstar
knowing that he'd give the Union the most trouble.
Once I was in Blackstar's brain, it was an ambush.
He thought I'd be alone.
He's coming for all of us.
That's not gonna happen.
-Don't underestimate him. -[Grace] I won't.
But if he thinks he's gonna come for my family,
he's got another thing coming.
Grace…
We will bring him to justice.
[siren blaring]
[Chloe] Jesus!
I thought this was where you kept all your drugs and guns and shit.
I keep my drugs in the nightstand.
Don't really need a gun.
[Chloe] So, what is this?
Like, some kind of comic-book superweapon?
Somebody told me the power cell could punch a hole
through the strongest being on the planet.
You're gonna use it against my dad?
I'm gonna use it to find mine.
And then what?
[Fitz] No, I'm serious. We all hacked our way through that jungle
and made it through those tests or whatever. We all did that.
-[George] Oh God. You're still on this? -[Fitz] I wanna know.
How come he's the only one who gets a cosmic rod thingy?
Whoa, whoa, whoa.
Power Rod.
[scoffs]
That's what you named it?
-Well, it's a rod, and it's powerful. -[chuckles]
You know what they say about men who talk about their rods?
-[chuckles] -[George chuckles]
-What do they say, actually? -[Fitz] Come on.
-No, really, what do they say? -We can all fly.
-We're all crazy strong and fast, right? -[Grace] Mm-hmm.
But you get that thing. How's that fair?
Wait. Hold on. Hold on. [inhales deeply]
I'm the only one that got one
because all you other assholes weren't worthy.
-Oh, you… Shit! -That's what it says.
-I promise. That's what it says. -I'm not?
All right, all right, let's all gather around the table.
-Let's watch the swearing, please. -Yes, gentlemen, watch the shit you say.
I got first choice of seats.
Chair.
-Oh. I'm sorry. -[all laughing]
I just… I guess you're not worthy.
-[chuckles] -[Fitz] That's funny.
Your little magic wand better think twice if it says I'm not worthy again.
That goes for me too. [chuckles]
Because we've both heard that more than all of you combined.
Trust me, I get it.
Look, we're all worthy.
If we weren't, our bones would still be on that island
with all the others who tried and failed.
-[Grace] That's assuming an awful lot. -[Sheldon] How so?
I just think the real question is, "Why?" Why did they give us these powers at all?
So we could rule the world obviously.
Oh, can no one in this room take a joke?
-[all laughing] -[Walter] Jeez.
[Grace] You're the worst.
Seriously, though, we could do a lot of good.
-We could get this country back on track. -More than crooked politicians, anyway.
[Sheldon] We don't govern, and we don't kill. That's the Code.
That's not just our values. That's our system of checks and balances
so that nobody here can even think about ruling the world.
I can't imagine anyone in this room susceptible to that.
[all chuckling]
[Sheldon] Hey, America's in trouble. I think we can all agree on that, right?
It's teetering on the edge.
But we've been given these amazing gifts.
How do we use them to help our country get back on its feet?
[sighs gently]
You could've sent me a psychic thank-you. I'd get the sentiment just fine.
I'd be trapped in Blackstar's brain if it wasn't for you.
I felt showing my gratitude deserved a vis-à-vis.
[Raikou] You wanna show your appreciation?
Deposit my money into the account by tomorrow morning.
You're just like your mother.
To the point.
No bullshit.
Sounds like you really liked her.
Yeah.
I did.
But you didn't love her…
because that would require communication, commitment.
Something we never had.
That's on me.
I wasn't around. I take full responsibility.
This mean you're gonna send me birthday cards now?
Are we really gonna be daddy and daughter?
Hey, what do you want me to say?
"I'm sorry"?
"I made a mistake"?
I don't want you to say another word.
[ethereal tinkling]
Oh, too late, dear.
You know proximity allows us to read minds much better.
I have nothing to hide.
[Walter] I understand your confidence…
given the psychic trenches and diversions you've framed…
but they're grade-school.
[Sheldon] Oh, don't get too comfortable.
[chuckles softly]
I don't know what you're talking about.
Don't treat me like a fucking palm reader!
[Sheldon] I'm so glad you're okay, Brother.
Oh, I didn't know if I'd see you again.
All I know is that you cloned Blackstar
and made it look like Skyfox was behind the whole thing.
[Sheldon] I heard about everything.
-[sighs] -I heard about Skyfox.
Yeah. I heard about Blackstar.
Yeah, well, we think that George might be behind that as well.
We found some…
some tech in the lock of his cell with his signature all over it.
[sighs]
[Walter] What about Blackstar's cell?
You found a way to release him,
knowing everyone would be attending to you and your fight with Skyfox.
Everyone except for the Utopian and Paragon.
[Walter] And why would I do such a thing?
You wanna split apart the Utopian from his son.
All I know is we're here.
You made a decision. We're here.
Nothing can change that.
[Raikou] That creates instability within the Union,
instability that will force new leadership.
What is it?
[Walter sniffs]
This country is spiraling out of control…
thanks to Sheldon's laissez-faire attitude.
And there's no one else to blame.
I might actually need your help… [sighs]
…on another matter.
Of course.
It's Brandon.
What is it? Is he okay?
I'm afraid I might be losing him.
You want me to talk to him?
I… I… I can't lose him.
I'm afraid I'm gonna lose him like I lost Chloe. I…
[inhales deeply]
I can't.
Hey.
Whatever it takes…
I'll make sure that doesn't happen.
I don't give a shit
about the Union or America.
But… [sighs] …if you want me to keep quiet about this,
50 mil is my price.
Will that really buy your silence?
Hmm?
Or can someone else buy you for a higher price?
You can trust me.
[Walter] You can trust me.
I promise.
I never wanted to bring you in, but Grace didn't give me a choice.
And then I thought maybe you'd be smart,
maybe you'd come over to my side.
But no, you're a disappointment,
just like everyone else.
-[grunts] -[ethereal tinkling]
I could've taught you so much.
[ethereal tinkling intensifies]
[melancholy music playing]