Olivia's sister, Rachel, visits; Walter, Peter and Olivia try to solve the murder of an esteemed epidemiologist, which may be linked to Olivia's abduction.

Olivia, Walter and Peter are called in to investigate the death of a car salesman who was found in a pool of "goo," exactly like another man across the country. When Walter discovers that the "goo" is brain matter, the trio tries to figure out how the killer can liquefy human brains. As the deaths pile up, the investigation reveals a common thread linking the victims together in an unthinkable manner. Meanwhile, Olivia is horrified when the case places a loved one in harm's way

German agents question Olivia about her "relationship" with David Robert Jones, an escaped prisoner questioned months earlier now living in the U.S. The Fringe Division investigates a threatening case where victims die faceless from their orifices suddenly sealing.

Olivia experiences "awake dreams," seeing elaborate visions of things not really there. While investigating a disturbing case of a woman who apparently spontaneously combusted, Olivia throws caution to the wind and explores her unexplained visions further. Meanwhile, Walter discusses key information about the Z.F.T. manifesto, and Peter reveals a secret that yields unexpected results in the case.