J.H. Wyman and Andrew Kreisberg penned Midnight, which first aired on 28 April, 2009. The ZFT organization is unleashing new experiments on the public, as Olivia (Anna Torv) and Charlie (Kirk Acevedo) lead an investigation on some very strange murders that involve the removal of the victims’ spinal fluid.
While they run down leads, including the possibility of a scientist’s wife being held hostage to make him work for ZFT, Walter (John Noble) and Peter (Joshua Jackson) peruse the crime scenes and conduct their own experiments to understand what these people are doing.
But as usual, things aren’t what they seem, and the scientist, Boone (Jefferson Mays) may not be completely honest about what is going on, and how it relates to his wife, Valerie (Trieste Kelly Dunn). There’s a lot going on, and it even brushes up against a vampire-type story, via the Tony Scott film, The Hunger.
Things are complicated for Olivia as her sister, Rachel (Ari Graynor) is served with divorce and custody papers. I like the family arc because it grounds Olivia in the real world, even as she explores more and more extraordinary things in her professional life.
Watch out for the Observer (Michael Cerveris) during the opening sequence. And the series name-checks William Bell again, this time as the person funding ZFT and their actions. So while he hasn’t made an onscreen appearance yet, he’s definitely becoming a presence in the series.
The ending of the episode is poignant and sets up the stakes for the last two episodes of the season.

The penultimate episode of the season, The Road Not Taken, was written by Jeff Pinkner and J.R. Orci and debuted on 5 May, 2009.
As the team works to investigate ZFT, their manifesto, which Walter is increasingly afraid he wrote, and William Bell, a new case, featuring spontaneous combustion lands in their laps.
Things are complicated when Olivia begins having visions, of an alternate universe, and things around her shift and change. But it may also help her to solve the case.
The episode also has a great guest star in the form of Clint Howard who plays a conspiracy theorist who delivers a lot of exposition on Massive Dynamic and William Bell, but it goes sideways when he’s also revealed to think his conspiracy ties in with Star Trek. It’s a fun moment and balances some of the more troubling things that are happening, like…
what is going on with Olivia and these glimpses into an alternate reality? Not to mention that her clashing with Harris (Michael Gaston) comes to a head when he orders a psych eval for her.
Shocks come fast and quick not only with the visions but with where the leads take the team and the revelations (including Olivia confronting Walter, an uptick in Observer appearances, including a troubling one at the end of the episode, and Nina (Blair Brown) being shot!) set everything up for the season finale which we’ll dive into next week. But damn, am I loving this rewatch!