The Passage Season 1 Episode 3: That Never Should Have Happened to You Recap

The Passage 103 Sykes gives Amy the serum.

The Passage and Deadly Class are tied for my favorite new shows of the season, and episode 3 of The Passage, That Never Should Have Happened to You, has only made me more excited about it. The way showrunner Liz Heldon and her team are perfectly balancing plot, character and world-building remind me of SYFY and Amazon’s The Expanse, one of the highest quality science fiction shows of this decade.

The Passage may not be a space epic, but it does tell an epic, sweeping story, just as The Expanse does, and it’s carefully arranging all of the necessary elements, while telling an exciting story. The set up for the long-term arc isn’t being rushed, even though in the present day, the end of the world is fast approaching. It’s an incredibly delicate balance to maintain, along with introducing viral vampires who need to be threatening, but not so camp that you can’t take them seriously. So far, based on the books, this adaptation is everything I would wish it to be. I’m just having a hard time not rushing them to the next part of the story!

In this episode, Agent Wolgast and Amy finally reach the Project NOAH compound, we learn more about serum viral #1 Shauna Babcock’s background, and Lila and Lacey attempt to follow through on their promise to let the world know about Project NOAH. Inside the compound, Fanning and Shauna make some plans, while Brad uses his FBI skills to investigate Project NOAH.


That Never Should Have Happened to You begins with a flashback to seven months ago, when Shauna Babcock was brought to the Project NOAH compound. Though she’s a death row convict, she’s also young, blonde and pretty, so of course her guards decide to rape her on their way inside. Shauna is handcuffed and can’t properly defend herself.

Clark Richards storms outside and fires his gun in the air, then chases off the offending guards. He strikes up a slightly flirtatious conversation with Shauna. She eventually relaxes, and trusts him enough to ask if whatever they’re going to do her inside will hurt. Shauna specifically asks Clark not to lie to her, but he does, and tells her it will be painless. Then he escorts her inside, out of the cold.

the passage 103 shauna & richards chat outside project noah103_passage_photo02

Currently, Clark is riding up front in the security van that’s bringing Brad and Amy to the compound. They are seated together in the back. As they arrive at their destination, Brad has Amy go over her instructions one last time:

Brad: “Tell me again, what are we gonna do?”

Amy: “We’re gonna get out of here.”

Brad: “How are we going to do it?”

Amy: “We’re gonna listen more than we talk, we’re gonna notice everything and we’re gonna be ready.”

Brad: “Good. And what are we not gonna do?”

Amy: “Panic.”

And we’ll remember our towels.

The moment they’re released from the van, Amy starts looking around and making connections. She and Brad are quickly separated, but Brad promises that he’ll find her. Amy notices the guilty look on Dr Major Sykes face.

The Project NOAH senior staff and medical teams meet to discuss the incident when Babcock ate Simmons for dinner in episode 2. As usual, Dr Pet is very confident in his expert opinion that she has no higher brain function, and is sure she chose to eat Simmons instead of Grey because of some relatively arbitrary factor, like preferring the way Simmons smelled.

Grey is at the meeting, too, and explains what happened. He suggests that Babcock left him alone because she knows that he belongs to Fanning– er, that is, he works with Fanning, while Simmons worked with her, and abused her the way he’d been abusing Grey. Lear has witnessed some of this behavior, and agrees with Grey, while Dr Pet is offended at the idea that there could be any rational thinking involved.

Dr Pet thinks they should treat Shauna like a zoo animal and euthanize her. Sykes and Lear feel that she’s still part human and part of the study, so they should hold off on such a drastic measure. Richards thinks about the lie he told Shauna, and the way she’s already gotten into his head, and orders them to euthanize her, using the justification that it’s a security issue.

Jonas doesn’t argue with Richards about Babcock, but does tell him that it won’t fix the real problem, which is the nightmares that at least half of the people who work on Level 4B are having. 4B is the floor where the virals are kept. Sykes thinks the nightmares are a normal reaction to the situation, and Pet laughs him off derisively. No one who’s having nightmares, like Richards, will admit to how serious they are, so the issue is put aside as another of Lear’s overreactions.

Amy trashes her room and won’t let anyone touch her, so Sykes is called in to deal with her. She gives Amy a speech that’s a combination of Brad’s sales pitches to the death row inmates and her own speeches to Lear: Amy is the most important girl in the world because she’s going to have save a lot of sick people and Nichole will make sure that nothing bad happens to her. She can trust Nichole to tell her the truth, and even to bring Brad back to her.



During the virals’ feeding time, Richards stands watching Babcock in her cell. He gives one of the guards instructions to prepare for her execution. They’ll gas her in her cell, then move her to another room while she’s unconscious, where they can put her under intense UV lights and fry her. Babcock hears the whole thing, understands what they’re saying and what it means for her.

When the blood pours into her feeding trough, she doesn’t move to eat it. Fanning joins her in the psychic plane, and notes that the renewed death sentence is a tough break. Impulse control is her greatest weakness. He’s there with a plan to help her, but she’s given up. She thinks her life is just a series of things that have happened to her and she can’t change that. He guarantees that it gets better, but she needs to listen to him and stick to the plan. She needs to show her history to Richards, and gain his sympathy.

Lear is observing the virals’ feeding time from the control room, trying to figure out why Babcock and Fanning aren’t eating. He realizes that they must be telepathically communicating.

Brad is being held in one of the common rooms in the main building, watching a TV tuned to the news. Sierra Thompson reports that Brad was killed when he murdered three people in the North Duluth sheriff’s station, where he tried to turn himself in.

It’s a zombie and a vampire story now.

Richards takes Brad into the main corridor of the hotel, where Sykes and Lear are already waiting to meet with him. Sykes tells him about the outbreak of bird flu in Asia, which will reach the US in 60 days or less, and how Amy fits into their attempts to develop a treatment. He sees through her justifications and asks why they aren’t in jail. Brad says that if anything happens to Amy, he’ll come after the three of them.

Richards tosses some threats around to convince Brad to go see Amy. Brad follows, but before he goes into Amy’s room, he has one more thing to say. He reminds Clark, who is his old friend, that he’s already sat helplessly by a hospital bed and watched a child he loved die, and Richards knew it. Brad won’t forget that Richards is putting him and Amy through this experience.

Brad discovers that Amy already has an IV line started in her arm and a chip in her neck. But she also shares the recon she’s done so far, and admits that she behaved badly so they’d bring him to her room.

Sykes follows Brad in, and opens a case with a giant syringe inside. Brad instructs Amy to look at him, not the syringe, as Sykes injects the serum into her IV line. While Amy’s receiving the injection, Grey is standing in front of Fanning’s cage. Fanning can tell Amy is receiving the serum. Grey asks what Fanning is going to do with Amy. He doesn’t get an answer. Yet.

Shauna concentrates on Richards, and figures out how to telepathically send her story to his mind. He spaces out each time she sends him another piece of her life story. She begins with Halloween 2012, when she’d made herself up to look like she’d been shot in the head and was having a friend photograph her. Her dream was to move to LA and do special effects makeup for films. She was saving all of her money for the move.

Shauna and some friends went to a bar, where a guy got overly aggressive with one of her friends. Shauna broke a bottle and sliced the guy’s arm to get him away from her friend, then she snatched some money from the cash register and they took off.

Richards comes back to reality, staring at the coffeemaker.

Amy and Brad are playing poker when a nurse wheels in a cart to check Amy’s vitals. Amy distracts the nurse while Brad steals a medication vial and a syringe from the cart. When the nurse leaves, Amy gets 3 of the 5 numbers in the door lock code. She also tells Brad that she heard a guy talking in the next room. She heard them call him “Anthony.” Brad realizes that Anthony Carter, death row inmate #12, is in the next room.

He gets Amy to bed, including a monster check in the closet and under the bed. Before he knows it, Brad’s waking up again, because Grey is standing in the room, staring at Amy. Brad chases Grey out of the room (giving Brad and Amy another chance to watch someone use the door code).

In the hall, Grey says that he just wanted to warn them that Fanning is going to come for Amy. Brad asks who Fanning is, what he wants, and where to find him. Grey says that Fanning is Patient Zero, he wants everything, he makes you do things and he’s on level 4B, with the rest of them. He tells Brad to get Amy out of there.

A pair of guards force Brad back into the room. He grabs a small flashlight from one of their back pockets.

The morning after the bar fight, Shauna’s mom is angry with her for having to bail her out of jail. Her mother tells her she’ll never amount to anything, there’s no point in her moving to LA, and she’ll just waste the money she’s saving anyway.

Shauna insists that she will make it to LA and amount to something. She goes to her room and hides her cash under the sink. Before long, her stepfather knocks on her door, and tries to intimidate her into letting him in. He says that she used to like him better. She’s able to force him to get out, but it’s clear he won’t forget about this.

Richards comes to his senses in Sykes’ room this time, with her asking what he was thinking about. He asks Sykes how Amy is doing. Nichole says that it’s too early to tell. They added a new prophylactic antiviral to Amy’s treatment that she hopes will help. But she’s worried that it won’t be enough. Clark reassures Nichole that he has faith in her.

Nichole asks if he’s thinking about Babcock’s execution, which is scheduled for midnight. He says that it shouldn’t be a big deal. They’ve already killed her once. Nichole wonders if they’ll be able to lead normal lives after this. Clark tells her it shouldn’t be a problem, since they’ve just been doing their duty.

Brad and Amy are sent into the hall while their room is searched (“room check”). Carter is also out in the hall, and is amused that Brad is now a captive. Brad asks what Carter knows about Fanning. Carter says that Fanning is in his head and in his dreams. “You’d best be on your toes, Agent Wolgast.”

Richards takes Brad for a walk and talk while Amy is sent back into the room. She writes a little note to Carter and sends it under the door that connects their rooms. He responds and sends it back.

Lila calls the prisons which originally housed the death row inmates to ask for information about each one. Each prison refuses to give out any information, until Lila gets to the prison that held Shauna Babcock. At that site, a woman named Darlene answers the phone, and tells Lila that despite the official story, Shauna didn’t die at the prison. She was taken away by federal agents.

Richards asks Brad to confirm some of the details of Babcock’s life, which he’s seen in the visions she’s planting in his head. Once he knows that what he’s seeing is the truth, Richards realizes the angry grudges against aggressive men she’s working with. “You know what I’m starting to think? Nobody gets over anything. They say time helps, but it doesn’t, does it. It’s just another lie.”

Brad wonders what’s up with Richards, who seems to be cracking up. After everything they’ve seen together, he wants to know what it is about this situation that’s tearing Richards apart? Richards tells Brad that he’s being dramatic.

Brad moves in for his real question: “Who’s Fanning? I know he’s Patient Zero. I know I didn’t bring him here and I know that he’s in people’s dreams. What the heck’s going on here and what did you put in that little girl’s arm?”

Brad demands answers, asking what happened to the other people he brought to Project NOAH and what will happen to Amy, but Richards has him dragged away.

Soon after Richards and Brad talk, Lear corners Grey about his dreams. Grey says they started around the time the second or third subject arrived. At first they were wispy pictures, then they got longer and more real as each new subject arrived, eventually becoming movies he couldn’t escape. Fanning started talking to him in the dreams after Babcock was brought in. His most recent message was, “We have work to do.”

Lila tracks down Sierra Thompson, the reporter who covered Brad’s supposed killing spree and death, and tells her Brad is still alive and part of a government conspiracy. Lila explains about the 12 death row inmates who also aren’t really dead, and who are all at the Project NOAH facility in Colorado. As proof, she gives Sierra the information to contact Darlene at the prison Babcock was removed from. Sierra says she’ll look into it and get back to Lila, if she thinks there’s something worth pursuing.

During the night, Brad sits awake, waiting for the right moment. He hears one guard take a bathroom break, and Carter ask the other to get him a drink of water, which means both guards are occupied. (The part with Carter must have been planned.) Brad tells Amy that he’ll be back soon. He’s going to check on the real monsters under the bed.

Brad uses the door code, then heads to the elevator at the end of the hall, where Grey is just getting on. Brad asks for level 4B. Grey tries to resist, but Brad takes out his stolen syringe, prefilled with what must be a sedative from the stolen medication vial, and injects it into Grey. Grey passes out.

When they get to level 4, Brad drags Grey to the retina scanner and holds his eye up to be scanned. He leaves Grey on the floor outside the locked door, but takes Grey’s security pass.

He enters into the area where the virals are held. It’s dark, so he uses his flashlight. The light shines directly on Tim Fanning’s face. Fanning is standing right up against the glass of his cell. Jonas comes through a door at the end of the hall, and says, “I guess now’s a good time to talk.”

He turns the surveillance systems off for 3 minutes. Brad has a brief freak out that he convinced all of the prisoners to take the offer to participate in the program, and now they’re monsters.

Jonas explains that they thought they could cure disease, create immunity, and grant functional immortality. Instead, they created a new species that they don’t understand. The virals seemed catatonic, but now he thinks they’re talking to each other.

When Brad asks, Lear says he doesn’t know what Grey means when he says that Fanning is coming for Amy. He shows Brad which viral is Fanning, and explains that he’s Patient Zero. All of the other virals were created using attenuated, genetically altered versions of his blood.

Brad asks why they don’t call them vampires, when they drink blood and burn to ash in the sun, the basic definition of a vampire. Lear gives a completely logical answer, and shows the downside of science at the same time, “Because we’re scientists, Agent Wolgast, and there’s no such thing as vampires.”

The world will end because the people who ran the facility couldn’t bend their egos and their prewritten rules far enough to allow for what was right in front of them.

Lear, who started the whole thing, is still the only one open-minded enough to understand what’s happening. He says that Fanning gains more power with each new viral that they create. Brad asks what Fanning wants. Lear figures that he wants what any prisoner wants: to be free. Fanning has 12 viral children who were death row inmates. They’ll have a powerful desire to be free.

Somebody didn’t think this whole thing through very well.

Lila returns to her hotel room, where Lacey is loading her guns. She asks if it’s a good idea for Lacey to use firearms while she’s on pain meds, but Lacey replies that she’s not taking the pain meds. She likes to feel it, so she can retain her anger at the people who shot her.

Sierra Thompson calls Lila to say she wants to meet to discuss the story further.

Richards watches Babcock as she’s gassed in preparation for her execution. Babcock looks betrayed when she realizes that he’s still going through with it. She shows him the rest of her story.

One day, she came home work and went to hide her pay with rest of the money she was saving for LA, but her savings were gone. She went to her stepfather and demanded to know where her money was. He tells her that he needed it for something, and she didn’t really need it anyway. Her mother took her stepfather’s side, and even told Shauna that he was a good man. Shauna told her mother that her stepfather had raped her regularly from the age of 8 until she was 16 and made him stop.

Her mother didn’t react when Shauna told her. She already knew, and thought Shauna had wanted it. She blamed Shauna for not saying no. In her rage over losing the money that equaled her dreams and discovering her mother had betrayed her so horribly, so many times over, Shauna took the knife her mother was using to chop vegetables and stabbed her mother in the stomach. Then she went to the living room and killed her stepfather.

While Richards has been seeing and feeling Shauna’s trauma, Shauna has passed out, been brought to the room with the UV light chamber, and had the lights turn on. Now she’s screaming and writhing in pain as the lights burn her.

Richards comes to his senses and turns the UV lights off. Shauna collapses and quickly heals.

Brad returns to his and Amy’s room and tells Amy everything is fine. He falls asleep, then dreams that he’s gotten out of bed and gone out into the hall. Fanning is standing at the end of the hall, silhouetted in front of the stained glass window. He says, “Word to the wise. Stay out of my way, Agent Wolgast.”

Then he lets out a giant, cat-like hiss, showing off his orange eyes and vampire teeth. Brad startles awake.


the passage 103 count fanning appears to brad at the overlook hotel.


Clark Richards gets the name Clark from his grandfather, while Shauna gets her name from a stripper her dad knew.

Shauna describes herself as a desert rat from Las Vegas, who’s not used to the cold. Clark is from Philadelphia, where it does get cold.

Babcock’s murder of Simmon’s was the first time one of the virals killed a human at the Project NOAH facility. We don’t know if Fanning killed humans before they realized what had happened to him, when he was still free.

Simmons was Babcock’s first meal of human blood. Besides loving the taste, she enjoyed the feeling of control that the kill gave her, even though she was still imprisoned.

Fanning is training Babcock in the use of her powers, telling her that she’s more powerful than she knows, and she needs to use her power on Richards.

Someone needs to push Dr Pet too close to a cage.

The main corridor of the old hotel simultaneously looks like the corridors in the Overlook Hotel, from The Shining, that other horror story that takes place in the Colorado Rockies, and like the interior of the castles in Nosferatu, the silent film era adaptation of Dracula. Actually, the entire compound is reminiscent of both settings.

The Passage is exploring the rationalizations we use to justify our actions, and the motivations for those actions. These characters frequently lie to themselves and others, or simply don’t think things through so that they don’t have to face the truth. That’s been true of almost every adult character at some point, except for Lacey, who makes a point of facing the truth head on, and Pet, who’s ego makes him incapable of seeing the truth. His idiocy is all about narcissism and stupidity, rather than fear, anxiety or avoidance.

Sykes is the worst culprit, since she’s straight up left reality behind. She knows the truth about the serum, but is lying to herself about it because she can’t face the implications of the bird flu and her own mistakes if Project NOAH fails.

This episode highlights the differences between three different pairs- Brad and Clark, Fanning and Shauna, and Lear and Pet. How well they follow Brad’s rules for Amy (pay attention, don’t panic, etc) determines how well they understand the truth of their situation now. Fanning, Jonas and Brad all made huge mistakes in the beginning, before they had any way of understanding the truth. Now, they’ve learned from their mistakes and are paying closer attention, gathering allies, and being smart and strategic.

Images courtesy of Fox.

3 thoughts on “The Passage Season 1 Episode 3: That Never Should Have Happened to You Recap

    1. I don’t think we were shown. Grey, Richards or Lear could have told him, or he could have overheard enough chatter in the halls to figure it out. But Lear probably told him during moments we didn’t see. He’s looking for allies and could tell Brad is smart and would believe him.

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