Editor’s note: The below recap contains spoilers for Fallout Episode 3.
The Big Picture
- Cooper's backstory reveals his ties to Vault-Tec through a commercial ad and an iconic Vault Boy gesture.
- Lucy & The Ghoul team up to confront a gulper, a giant monster who has taken the head of Dr. Wilzig.
- Maximus continues his charade to evade suspicion while facing new threats and challenges in his quest.
Now that Fallout has introduced us to this world and these characters, the third episode gets down to business, as we find our main characters heading after a decapitated head—just normal Wasteland behavior. But Episode 3 also pulls things back a bit, allowing us to see what these characters are capable of, as well as joking around that, in typical Fallout fashion, this is a side quest of sorts. And while the episode does feel at times like a diversion after those last two episodes, it also teaches us quite a bit about who these people are and just how wildly dangerous this world is. Once again, we're shown the world before the bombs fell and even given a fascinating explanation for one of the game's most iconic characters. Even on a side mission, this Fallout still impresses.
Fallout
In a future, post-apocalyptic Los Angeles brought about by nuclear decimation, citizens must live in underground bunkers to protect themselves from radiation, mutants and bandits.
- Release Date
- April 11, 2024
- Seasons
- 1
- Streaming Service(s)
- Prime Video
It's Time for a Costume Change in 'Fallout' Episode 3
Episode 3 begins with Cooper Howard (Walton Goggins) before the bombs ever fell. We find him on the set of a Western, where he’s playing a sheriff getting ready to kill a guy. Cooper doesn’t think his character should go the deadly route, but the director claims that this is a new kind of Western that the people want. When Cooper asks to speak to the writer, he finds out that he’s been fired for being a communist. Cooper says they’ll resume filming after their break and goes over to craft services, where he starts flirting heavily with the woman working there. It turns out that woman, Barb (Frances Turner), is his wife, who is there with their daughter Janey (Teagan Meredith). Barb gives Cooper his “costume change,” although we don’t see what the outfit is just yet.
Back in the Wasteland days, we find Cooper as The Ghoul, who has found the body of Dr. Wilzig (Michael Emerson) — but without its head, thanks to Lucy (Ella Purnell). The Ghoul starts coughing and uses an inhaler that produces some sort of yellowish substance. Meanwhile, Lucy has made it to Hollywood with Wilzig’s head in a bag. She finds the strange item Wilzig previously injected into his neck, which seems to shock her when she touches it. Just to be safe, Lucy also puts a tracker up Wilzig’s nose, as you never know what’s around the corner in the Wasteland. As she sits there, she thinks back to the man she saw in the Brotherhood of Steel armor: “That knight really was something.”
However, that “knight,” Maximus (Aaron Moten), is struggling with repairing his suit after his fight with The Ghoul in the last episode. While trying to fix it, he receives a call for Titus—the BoS member he allowed to die in order to get this power armor. Pretending to be Titus, he states that "Maximus" was killed, and the higher-ups say they’ll send him a new replacement squire, but the last thing Maximus wants is someone to find out what he’s done. Maximus goes to get a piece of his suit fixed in Filly — which costs him five caps and one of his teeth. But when he gets back, a group of criminals are trying to open the armor. When he confronts the gang, they kick Maximus’ ass and continue what they’re doing.
But Maximus won’t take this sitting down, as he grabs a toilet seat and a wrench and goes again for round two. Of course, the gang starts beating him up again, but Maximus gets his arm into the armored suit and is able to squish the head of one of his attackers. Naturally, the gang runs away, just in time for Maximus to get back into the power armor before his new squire, Thaddeus (Johnny Pemberton), arrives. In the first episode, Thaddeus was the one who led the other soldiers into beating up Maximus back at camp, so Maximus uses his new authority and pretends to be Titus, getting Thaddeus to clean his codpiece. Thaddeus also informs fake Titus/Maximus that whoever controls the target — Wilzig — will control the Wasteland, and they’ll kill whoever gets in their way.
Lucy Meets the Gulper in 'Fallout' Episode 3
As we regroup with Lucy, we find that she’s entered a flooded Los Angeles, where she soon finds a baby deer. But this moment of quiet beauty stops quickly when a sea monster grabs the deer and pulls it into the water. As Lucy attempts to escape the monster as well, it ends up taking Wilzig’s head with it. Even worse, The Ghoul has caught up with Lucy just in time to discover that the creature—known as a gulper—has taken the head.
For the first time since the pilot, the show returns to Vault 33. Lucy’s cousin Chet (Dave Register), who helped her escape, has been taken off gatekeeper duty. Lucy’s brother Norm (Moisés Arias) also has to face the Vault 33 board, where they plan on reassigning him as well. We learn that not only is Vault 33 attached to Vault 32, but it’s also connected to Vault 31, which is still safe. But after Norm gives the board some smart-ass comments, they decide to assign him to yet another job: working in the Vault’s makeshift prison, where they’re holding the attackers from the surface who tried to murder everyone in Vault 33.
Back on the surface, Maximus is still fucking with Thaddeus, giving him asinine tasks to complete. But Thaddeus comes up with an idea to follow The Ghoul’s radiation trail, so they find their target. It turns out they’re a step behind everyone else, as they find the headless body of Wilzig, then follow the tracks leading away from the body. One of the Brotherhood’s goals is to eradicate the Ghouls, and Maximus mentions that The Ghoul must’ve decapitated Wilzig, as he knows Lucy couldn’t have done such a thing. Seems like they both have a mutual admiration for the other.
The Ghoul has now strung up Lucy to try and interrogate her. Lucy complains that he’s torturing her. But The Ghoul claims that he’s not torturing Lucy: he’s using her as bait for the gulper. The Ghoul’s plan works, and the pair are soon fighting off the gulper, who eats Lucy’s boot, but with the help of Wilzig's dog biting the gulper, the beast runs away. The Ghoul then puts a makeshift leash on Lucy, who tells him that he should follow The Golden Rule, and do unto others as you would have them do unto you. In a hilarious nod to the games, The Ghoul mentions that The Wasteland also has a Golden Rule: “thou shalt get sidetracked by bullshit every goddamn time.” The duo also leaves the dog behind, after The Ghoul passively says that the dog isn’t his.
Thou Shalt Get Sidetracked in 'Fallout' Episode 3
Back to Maximus, Thaddeus is still sucking up to his new leader, as he works on making sure the "knight"s suit is in tip-top shape. Thaddeus mentions that he used to work on a fly farm as a “shitter,” where he would get fed, then feed his shit to the flies, then the flies would be mulched up and used as protein. Crazy new world! Then Thaddeus—still thinking Maximus is Titus—asks how Maximus died. Thaddeus says that Maximus was a good guy and admits to being pretty hard on him, basically leading the group to beat up on Maximus so everyone would quit beating up on him instead. Thaddeus says it wasn’t personal, it’s just the law of The Wasteland.
Inside Vault 33 again, the inhabitants have assembled to figure out what to do with the sixteen prisoners from the surface that they’ve captured in their prison. The leaders say they have to show them that the Vault way of things is better, and that they should work together to rehabilitate the prisoners, integrate them back into society, and turn them into great citizens. Norm scoffs at the group’s idea, and when the new leaders mention they can’t let the attackers go, Norm says they should “do what they would’ve done to us.” Soon after, a repairman comes in to give the dire news that the Vault’s water chip is destroyed, and they only have enough water for two months.
Maximus and Thaddeus track Lucy's trail down to the water that contains the gulper, and they both realize that by following the radiation trail, they might not be following the right abomination. Just then, the gulper jumps out of the water. Thaddeus shoots him, but the gulper grabs him and starts to eat him. But after a tussle with Maximus and Thaddeus, the gulper pukes Thaddeus out, as well as Lucy’s boot. They also find the now-abandoned dog sniffing the head of Dr. Wilzig—which has switched possession again to this motley duo.
Vault Boy Gives a Thumbs Up in 'Fallout' Episode 3
The Ghoul and Lucy continue on their own path, away from the gulper and the head. Lucy is thirsty, but The Ghoul refuses to share his water with her, even pouring some out on the sand for good measure. With Lucy’s Pip-Boy radiation meter going off, The Ghoul mentions that not even the water stays clean up here. Lucy asks if he became the way that he is due to the radiation, to which The Ghoul replies, “Something like that.” As they pause under a billboard for the Vaults, with the Vault-Tec mascot, Vault Boy, giving a thumbs-up, The Ghoul shoots Vault Boy’s face clean off the billboard.
We then return to back before the bombs fell, where the outfit Cooper Howard is now wearing is a Vault jumpsuit. Cooper’s wife has asked him to do an advertisement for Vault-Tec, and he seems somewhat uneasy about doing a commercial. But Cooper thanks Vault-Tec for all the hard work they’re doing for the world. As Vault-Tec takes their photos, something isn’t right, as Cooper seems uncomfortable. But then he comes up with an idea: what if he gives a thumbs-up in the photos? As we learned in the first episode, for Cooper, this was a technique he learned in the Marines to gauge the size of a mushroom cloud. Now, Cooper has turned this into a part of Vault-Tec’s marketing, effectively originating the iconic Vault Boy thumbs-up.
Even though Episode 3 isn’t quite as heavy on exposition, more so relying on smaller moments (among a giant gulper trying to eat all of our characters), this restraint works for Fallout. Geneva Robertson-Dworet and Graham Wagner’s script allows us to spend time with these uneasy alliances that are starting to form, and in doing so, these characters are starting to learn what they’re capable of and who they truly are in this world.
This episode is also having a lot of fun playing with references to the game, from The Ghoul’s mentioning of getting sidetracked from “main missions” to the surprise discovery of Vault Boy’s origins. Fallout is continuing to not just flesh out its expansive, unusual world but furthering the lore of the games in truly fascinating ways. For all the goofy, absurdist craziness of this Fallout universe, Episode 3 proves that the calmer, more character-focused installments are just as interesting, and can expand both the game’s lore and the show’s story in ways that demonstrate a love and appreciation for the larger universe.
Fallout
Fallout Episode 3 plays out like a side quest to the main story, but still has fun with its concept and expands the lore of the world.
- Fallout manages to make even a side quest of an episode feel essential to the larger story at hand.
- By continuing to show us the world before the war, Fallout expands this world in a way that the video game never could.
- Thumbs-up for a Vault Boy origin story!
- After the excitement of the first two episodes, Episode 3 pulls back on the forward momentum just a bit.
Fallout's first season is available to watch on Prime Video.
Watch on Prime Video
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