At the station, everyone available is working to set up the security cameras to spot Croatoan. Stan warns Nathan that it will take at least three hours until they're ready, and Nathan warns that they need to see every inch of the station. He then visits Audrey in the chief's office, where she is trying to get the controller and the aether core to work. Audrey warns that they need the Barn to defeat Croatoan, just as Laverne comes in on the radio giving orders to the Guard. Nathan calls and tells her to ease up, and uses Audrey's Trouble census to find Karl, who can seal the doors with his acid touch. Once he signs off, he offers to get Audrey some coffee once he checks the perimeter.
Nathan and Duke patrol the building and Duke says that Dwight is locking down the streets. Dwight gave Duke grenades to deliver to Nathan, and they worry that they don't know what they're up against. Nathan figures that they only need to hold Croatoan off until Audrey can create the new Barn. The two men reminisce about what they knew about the Troubles when they were children, and Nathan worries that his father wasn't proud of him until he caught Nick McGinnis. Duke remembers Nick, and Nathan realizes that Duke helped him smuggle things out of port until Duke dimed him out. Nathan realizes that Duke gave him McGuinness so he would look good to Garland, and that the two of them make their own future. Duke gets a text and says that he has to make a call, and takes the grenades to secure the armory.
Vince comes in and complains that everyone is blaming him for Croatoan possessing Dave. Gloria assures him that nobody knew, but Vince grabs a cutter and threatens everyone. Nathan manages to subdue him and Gloria gives him a sedative, and Gloria says that she'll take him to the infirmary. A Guardsman, Alex Sena, is almost hit by a falling light, and is surprised to see Duke in Haven when he comes over. Nathan finds blood drops on the floor and Audrey follows the trail to a nearby door. Alex opens it and they find a dead man, Karl, inside with his throat cut. They figure that Croatoan is in the station, and Nathan points out that Croatoan didn't cut his victims' throats. Nathan orders everyone to their posts to get the cameras on line, and warns Duke that they might have a mutiny on their hands. A nearby door opens and when Audrey investigates, a chair moves on its own and pushes her into the dispatch office. The door closes and won't open.
Nathan pounds on the door but it won't open. When Audrey tries to shoot out the lock, a lamp drops on her hand. Duke warns that he can't create a thinny because he can only use each Trouble once, and the building shakes and then stops. Audrey realizes that the security cameras are active, and the red light goes off just as the one outside in the hallway comes on. Nathan figures that it's looking at them, and the cameras switch. The phone in the dispatch office rings, and when Audrey answers it a loud ringing noise goes off. Duke remembers that Roland Holloway's niece was one of his brother's victims. The Holloways could possess structures, and Audrey figures that the Trouble is responsible.
The phone rings again and Audrey asks if the Troubled person is trying to talk to them. She establishes a yes/no code signal, and a photo of Laverne falls off the wall. Audrey realizes that it's Laverne, the radio lady, and Laverne signals that she didn't kill Karl. They realize that Croatoan is inside the building, and Laverne admits that she didn't see who killed Karl. She saw the blood drops so she overloaded the light and led them to Karl's body. Audrey assures Laverne that they'll separate her from the building, but Laverne signals that she doesn't want to leave. Meanwhile, Nathan tells Duke to get the grenades from the armory.
Audrey accesses her laptop and Laverne shows her footage from the security cameras. Nathan threatens to blast the door open and Laverne unlocks it. He wants to get Audrey out, but Audrey says that Laverne can see through the cameras even if they're not hooked up to the mainframe. She wants to teach Laverne some of Roland's tricks like making doors and walls disappear.
Nathan and Audrey go to Dwight's office and have Laverne give them video feeds to the laptop there. Audrey wonders if the controller was damaged when the Barn was destroyed after Nathan shot Howard. The controller starts glowing and Agent Howard appears. He asks why they brought him there, and explains that he is the controller for the "correctional facility" created to contain Mara. Audrey asks if he can build a new Barn that cures the Troubles forever, and Howard says that the core will supply the power. However, he can't build it without proper authorization and can't take orders from Audrey. Howard points out that Nathan shot him and disappears. Nathan tells Audrey that she has to prove to Howard that she's no longer merely a personality overlay... just as the lights go out.
Everyone gathers in the bullpen room and Nathan tells the others that Croatoan blew out the power grid. Duke and Alex go to check on the generator while Nathan else use their Troubles as necessary to stop Croatoan when they spot hm.
In the infirmary, Gloria tells Vince to calm down and grieve his brother properly. She knows what he's going through because she lost her son Ben, and tells Vince that he has to mourn Dave to honor him. A Guardsman calls them to the bullpen.
In the office, Nathan and Audrey wonder why they haven't heard from Duke. Laverne signals that she is tapped into the power grid but doesn't know how. Audrey explains that the Holloway Trouble taps into her instinct to protect people. Duke calls on the radio and says that the generator has been gutted, and Audrey asks Laverne to extend her feelings of protectiveness outward and turn on the other laptops. They come on and Audrey tells Laverne to make the building part of herself and locate the disruption. Laverne does so and she brings up Duke's feed from his phone. She guides Duke and Alex to the source of the disruption, but Duke suddenly yells and goes down.
Laverne leads Nathan and Audrey to the basement, and then blinks a light to lead them on. They throw the main trip switch to bring the power back up, and find Duke's phone on the floor. There are pools of blood nearby, and Audrey figures that Croatoan has Duke.
Back in the chief's office, Laverne tells Nathan and Audrey that she can review footage from the cameras. Audrey warns that there are no cameras in the basement, and Nathan has her track everyone who went in. Audrey summons Howard from the controller, and he notes that Audrey is an overdue overlay. All he can do is dispense a new overlay, and Audrey insists on staying herself. Howard warns that only Charlotte can alter her programming, and Audrey says that Croatoan killed her. Shocked, the control program realizes that Croatoan is in Haven, and Audrey explains that Mara was terminated and Charlotte made her whole when she realized that Mara couldn't be redeemed. Nathan says that Charlotte saw the compassion in Audrey that Mara rejected, and Audrey warns Howard that if he doesn't build a new Barn then everyone in Haven will die. She asks what she has to do to save the townspeople, and Howard finally says that she's convinced him that she's Charlotte's daughter. The control program promises to safeguard Charlotte's daughter and everyone under her protection.
Howard takes the core and says that the barn will take the shape of the station and Charlotte will survive. The program disappears with the controller and appears in the bullpen, and warns that the core promised. The core damaged him, and it tells them that Croatoan isn't in the station. It disappears and the core falls to the floor. Laverne signals them and brings up footage of Duke from earlier. He dissolves into a thinny and then grabs Karl and phases him through the floor. They realize that Duke lied about being able to use a Trouble more than once, and Audrey points out that the core was damaged by acid. They realize that Croatoan is somehow controlling Duke, and Duke slit Karl's throat to get his blood and absorb his Trouble so he could destroy the core... for Croatoan. Nathan figures that Duke now has phasing, acid touch, and Alex's freezing touch from killing him in the basement.
The possessed Duke phases through the doors and cuts his hand, and Nathan puts her in the chief's office. Laverne then locks the door so Audrey can't get out. Meanwhile, Duke's eyes turn black and he freezes everyone with Alex's Trouble. He calls on Audrey to come out, warning that she's in trouble. In the office, Audrey tells Laverne to let her out so she can talk to Duke face-to-face. In the bullpen, Duke destroys one frozen man. Audrey appeals to Laverne's protectiveness, saying that neither one of them can liv with themselves if they let Duke kill more people.
Laverne opens the door and Audrey comes out. Duke says that he was born to help Croatoan, and Audrey tells him to remember that he came back to Haven to save it. He says that he's all-Crocker now and Audrey can't change that. Audrey asks what Jennifer would think, but Duke says that she was easy to manipulate. Duke kills another man and freezes Audrey when she draws her gun. He then tells Laverne that he has what he wants and she can keep the rest, grabs Audrey, and phases through the wall with her.
With Duke gone, the freezing Trouble ends. Nathan realizes that Audrey is gone and they check the station for her. She's not there, and Nathan tells Laverne that they're going to get Audrey back and Laverne out of the building. Gloria tells him to find Audrey, and Nathan leaves. Vince wonders how they can deal with Croatoan when he's always one step ahead of them, and tells Gloria that he can't be responsible for mourning her.
Audrey wakes up in a house on the outskirts of Haven. Duke is sitting nearby and Audrey tells him that they can fix what Croatoan did to him. He doesn't want to be fixed or stopped, and his destiny feels good. Croatoan comes in wearing his original body and tells Audrey to call him "Dad."
Written by Gadfly on Dec 4, 2015