Fallout Episode 3 Recap: The Biggest Fool That’s Ever Hit The Big Time

Fallout Episode 3 Recap: The Biggest Fool That’s Ever Hit The Big Time

Fallout Episode 3 marks a turning point for the series. Several major plot elements fall into place, allowing the story to shift the stakes up a gear. Surprises are revealed, and choices are made, and a surprising origin story is brought to light.

You can watch all eight episodes of Fallout on Prime Video. It’s already streaming in full.

Straight up, if you don’t want spoilers for Fallout‘s pilot episode, do not read anything that follows this top line of text. I mean it. I am going spoiler bonkers below. Like any episode recap, this is a yarn for people who have either seen it and want a little extra insight, or they just want a digest of what happened in the episode. If you’d prefer not to cop any spoils, please watch the episode and then come on back. I’d love to see some proper discussion in the comments.

If you’d like to catch up on our Fallout episode recaps, you can find each one listed below.

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Image: Kotaku Australia

This episode opens with a text card on screen that reads The Beginning, a counterpoint to the first episode beginning with The End.

We’re in a flashback, before the bombs fell. We’re on the set of a western film and Coop, pre-Ghoulification, is once again dressed in his Vault-Tec themed cowboy outfit. He’s confused about his role and his character’s motivations, battling a little with a Sergio Leone-type director. The director has a clear vision, really wanting to tell a story about a new America and a character who can show up when the chips are down and just shoot a motherfucker in the head. 

Sounds a lot like what he’s doing is the present, if you ask me. Coincidence? No.

It’s during this flashback that Coop meets the mother of his child. The show plays it as though it’s the first time they’ve ever met, but it isn’t. They’re just flirting. The ruse falls apart when their daughter appears between them, popping their romantic bubble. The show’s choice to depict an interracial relationship this way, draped as it is in the art deco trappings of the 1950s-inspired future, when such a relationship would have been frowned upon in the same era, makes its politics clear. These people had a better world, and they squandered it.

A moment to get caught up

We’re treated to a run of interstitial shots to get us caught up on where all of our heroes are following their convergence in Episode 2.

The whole frame is filled with Wilzig’s now-headless corpse, left slumped against a crumbling brick wall, the blood already dried. Lucy is long gone.

Ghoul Coop inspects the latest clue on his fresh path to finding Lucy. He begins to coughs and splutter, something we haven’t seem him do before. Is he sick? I mean, beyond the terrible skin condition, gross irradiation and unnaturally long life? He takes a hit of what looks like the same chemicals that were being drip fed into his grave back in Episode 1. He and his new canine companion, CCX40, start off down the dusty trail toward the ruins of Downtown LA.

Head like a hole

Tune: The Ink Spots – Maybe

Lucy marches over sand dunes, carrying Wilzig’s already grey head in her hand. There’s no elegant way to carry a severed head, she just has to grip him by the hair and haul him along. She carefully selects a devilled egg from a box of scavenged pre-war food (another game easter egg). Bunkering down for the night after a long day of travel, she idly wonders what was so special about Wilzig, as well she might whilst trying to feel her way around his decaying head for the little doodad in his neck. She finds it and pulls it out for a look.

At this point, I feel it’s important to point something out. The screeners that Amazon give us to watch shows like Fallout early are very deliberately delivered in potato quality. There’s a big glob of text right across the screen with our email on it. It’s all to prevent leaks and piracy. I understand, I support it. But the thing about giving us potato quality screeners is that it sometimes makes the effects look bad. In this instance, I couldn’t get past Wilzig’s head in this scene. Maybe the spud quality caused it to jump out at me more, but the head in Lucy’s hands is clearly rubber. Like obviously rubber. No human head moves like that. It doesn’t even look like Michael Emerson, it looks like someone painted a Michael Myers mask. Anyway, I found this very funny and I think there’s a charm to such a goofy gag. Look forward to seeing if it’s as obvious in 4K.

She jams the doodad up its nose in hopes that if someone gets the head away from her, they’ll think it’s just been lost and puts it aside. In another moment that underlines the ways the Wasteland is changing her, Lucy seems entirely untroubled by the fact that she’s manhandling the decapitated head of a man she killed herself only recently.

In shining armour

Maximus is trying to fix Titus’ armour after his trip to Filly when he hears a radio call looking for Titus. He makes the worst possible decision and decides to impersonate Titus. He tells Command that they were attacked and that Maximus died with honour and glory, hoping that they won’t come looking for him. Naturally, Command offers a new squire – a Knight should have a Squire! Maximus refuses, then panics and finally breaks the radio. One wonders what the hell he thought was going to happen.

Chaining his gigantic suit of power armour to a car lift as one does a bike to an inner city pole, he tells the armour “I’ll be right back.” He heads back into Filly for supplies and repairs, but fails what seems like an easy charisma check and is unable to get a bargain. He sees a sign offering money for teeth. He could lose a few of his back molars for the cause, he supposes. Off he goes, returning quickly with the bottlecaps (Fallout’s primary currency, for the uninitiated) for his repairs.

He returns to his armour to find a predictable scene: scavengers are already trying to pull his armour apart. He picks a fight with them, lunging for the cockpit and missing. They beat the hell out of him – he is of course, no Knight.

They knock him out and return to the armour. Again, one wonders what Maximus thought was going to happen. Thinking things through does not appear to be a strength he possesses.

While he’s been lying on the ground in pain, the scavengers successfully get the armour open. As they perv on the armour’s padded interior, Maximus picks up a wrench and a piece of scrap metal. A melee weapon now equipped, he goes to work on the group again but it isn’t long before he’s getting beaten a second time. Pushed backward into his armour in the scuffle, Maximus somehow gets the armour to grab the lead scav by the head and squeeze. Here, we have what must be the show’s first, proper, truly gruesome example of ultra-violence. The guy’s eyes change colour, and his skull cracks before bursting like a ripe tomato. It’s one of the show’s better, more front-loaded moments of the ultraviolence that punctuated the games. Why the show refused to shy away from this one in particular, I don’t know. Squeamish viewers, you’ll want to look away. It’s a bit full-on.

As he recovers, Maximus sees a Brotherhood dropship descend on the town and the Squire he asked them not to send arriving to help him. They can’t find out Titus is dead. He sprints to the armour to hide, getting inside and locking it up just as the new Squire arrives. He introduces himself as Thaddeus (Johnny Pemberton, Weird: The Al Yankovic Story, 21 Jump Street).

Maximus smiles as the young squire prostrates himself before the armour. The power. He understands it now. His smile broadens inside his helmet, and throws the kid his codpiece the same way Titus did to him. It’s a scumbag move, but it is what Titus would have done. The helmet’s robot voice changer conceals his real voice. His cover is intact for now.

Gulper got it, huh?

Lucy is picking her way through the overgrown and heavily wooded areas that used to be the Hollywood Hills. A rusted sign points toward Hollywood Boulevard, now a lake full of rotten buildings. She has found a little oasis in the desert, a place of beauty where once there was only decay. 

She has a Disney princess moment with a young deer she meets by the water’s edge. She feeds it grass, but hears a low growl as she does so. Something is out there, in the water. Suddenly, the deer gets snatched through the long grass. And then, before she can ready herself, so is she. We can’t see the beast, but it yoinks the head right out of her arms and vanishes back into the water.


Lucy runs around the lake to catch it but watches the creature vanish into the water. Geiger counter clicking, warning her of the radiation in the lake, she starts to go for the water. Before she can jump in, however, a gun is cocked near her head. It’s The Ghoul. He’s caught up with her. “Hello again,” she says politely, right before he strikes her across the face with the butt of his gun. He tips out her pack. Nothing. Re-aims his weapon.

She tells him she lost the thing he’s looking for. Coop, frustrated, turns and strides a few steps away, putting his foot in some eggs caked in muck. He realises what happened. “A gulper got it, huh?”

You didn’t forget about Vault 33, did you?

We suddenly return to Vault 33 for the first time since Lucy left. 

Back in the Vault 33, Lucy’s brother Norm and the friendly local himbo Chet are getting chewed out for helping her leave the vault. Chet is devastated, stripped of his job as Vault’s gatekeeper. 

Then, it’s Norm’s turn. Norm seems different from everyone else in the vault. He’s calm and quiet, decidedly shrewd, and doesn’t seem to share the starry-eyed optimism of his fellow Vault Dwellers. The Overseers throw the book at him. They tell him he could have destroyed the last vestiges of civilisation. They tell him every job he’s ever had has earned a review of Lacks Enthusiasm. 

Their frustration seems to please him. “How do you demote someone who equally dislikes every job he’s ever worked?”

Norm is given a new job. He will work in the vault’s built-in prison, delivering meals to the captives. The captives in question are surviving, captured raiders from the pilot. Every last one of these insane, grimy monsters loathes him.

Convergence, Part II

Maximus has Thaddeus climbing a tree for some reason. He falls, predictably, hurting himself. Maximus bosses him around anyway. Maximus fills Thaddeus in on the situation with Lucy, and informs him that there’s a Ghoul in pursuit. The Ghoul, Maximus feels, is the new target. Find the Ghoul, find the girl. 

Thaddeus agrees, knowing that the Ghoul will leave a strong trail of rads they can follow. Maximus, a dummy, had not considered this, though he is happy to pretend that he did.

The rad trail leads them exactly where The Ghoul went: to Wilzig’s beheaded body. They idly wonder if it was The Ghoul that decapitated Wilzig before dismissing the idea. Maximus notices The Ghoul’s tracks and heads off toward DTLA.

A Wasteland truism

The Ghouls has been busy. He now has Lucy tied up on a dock near the lake, attached to a pulley system, ready to lower in the water. She begs for freedom. He doesn’t care. Into the drink she goes. He pulls her back up. It looks a lot like water torture. Lucy appears to agree. “Torture is wrong!” she screams.

The Ghoul explains that he once heard that torture didn’t do anything to a person – why would someone want to help a person who consistently hurts them? Despite this, he notes, truthfully, torture stuck around. “Why are you torturing me then?” she demands.

“I’m not torturing you. I’m using you as bait.”

He tips her back in, and, finally, his plan works—the gulper takes the bait, finally revealing itself. It’s a bloody big axolotl, mutated almost beyond all recognition. A fight ensues in which Lucy and The Ghoul get the hell kicked out of them by this overgrown, ocean-going cave gecko.

When the gulper is finally fended off, The Ghoul realises the case he keeps his meds are in is gone. He spots it near Lucy, trampled, and lunges at it, hurriedly checking the contents. They’re all smashed, ruined. He panics for a moment before remembering himself. He rounds on Lucy. “Why’d you do this?!” he demands. “Golden rule,” Lucy retorts. “Do unto others as you would have done to you.”

The Ghoul calms himself. Stick to the job. You’ve got time to get this done, get paid, and restock before you turn. Trouble is, now he’s on the clock and really means business. He lifts Lucy to her feet and hauls her away from the lake, headed to whatever next destination he has in mind. She protests, struggling against his grip – she still needs the head. How can they proceed without the head?

“Yeah, well, the Wasteland has its own golden rule: Thou shalt get sidetracked by bullshit every god damned time.”

Truer words have never been spoken. I think, with all sincerity, that this is the show’s best in-joke by a mile.

Familiar story

Thaddeus is trying to get to know the armoured Knight he still thinks is Titus. In an effort to wriggle under his defences, Thaddeus tells Maximus a story about a time he sabotaged a friend to get involved in the Brotherhood. Though the show still won’t confirm or deny Maximus’ culpability in what happened to Dane, Thaddeus expresses regret, setting him apart. It rings familiar to Maximus, but he advises Thaddeus not to feel bad. 

Law of the Wasteland. You do what you must to survive.

Dweller diplomacy

Back in the Vault, a town hall meeting is underway to decide what the survivors plan to do about the raiders they’re still holding captive. The proceedings are polite, doing their best to retain a democratic veneer, but the truth is that everyone is too timid to offer up a real idea.

The show throws in a joke clearly aimed at social media: One of the dwellers says, frustrated, that one of the raiders showed him their butthole through the glass of the prison cell. One of the Vault’s two new Overseers flips this, saying that he considers it evidence of a desire to communicate, to reach across the cultural divide. What if we tried to teach the raiders, someone asks. Is that a possible course of action?

It’s plainly not. That guy is crazy, fucking hates you, and he’ll do anything to let you know. Social media.

Norm doesn’t think the raiders can be allowed to leave, for fear of reprisal. If they let the raiders go, they’ll be back, and in greater numbers. His belief is that the raiders must be killed. The vault is aghast.

At this juncture, its possible to see the schism of American politics wriggling in. The Vault Dwellers are the kinds of people conservatives see as coddlers, well-meaning do-gooders who get nothing done. Here, Norm presents the kind of person American conservatives love to venerate – a good guy with a gun, a man of action. But is he? Norm’s blank expression and reptilian desire for dispassionate observation make him extremely hard to get a read on.

At this point, an engineer enters and tells the new Overseers that the vault’s water chip is broken. They’ve only got enough water to last another two months. This seems to be a reference to Fallout 2.

Norm gets some encouragement on his idea, privately, from another Vault Dweller named Stephanie. “If your father were here, he’d do the right thing.”

Gulper Round 2

Missing Lucy and The Ghoul by what must have been a few minutes, Maximus and Thaddeus have been led to the lake by the trail of rads. Problem is, now they’re getting some interference, picking up huge rads from the lake and the gulper it conceals. Both, rather foolishly, wade into the water, trying to see if they can spot the Ghoul. The water is up to their chests when the gulper attacks them. Maximus has to protect his squire before anything else. He orders Thaddeus back to shore and opens fire on the gulper. It does nothing. It leaps at him in slow mo – another VATS moment.


Thaddeus plugs the gulper with a bolt, drawing its attention and the fight really begins. The gulper tries to eat Thaddeus, and Maximus has to pull him out of its mouth. Its at that moment we get a good look at the tendrils in its gob. What you might have first assumed to be teeth are actually human fingers. Maximus gets hold of its tongue and, through the power of the armour, pulls the megalizard inside out.

It’s gross. 

Maximus is starting to bond with his squire (trauma?). Behind them, a bark. CCX40, seemingly forgotten by The Ghoul (or maybe left for dead), has retrieved Wilzig’s severed, greying, decaying head and is licking it like a lolly. The Armour boys have what they need. They have the damned head. They celebrate.

Prelude to a lore dump

Lucy and The Ghoul walk across the blasted desert. They pass a shelled-out bus full of skeletons. Still a captive and made to march ahead of him, Lucy is now missing a boot, and limping on the hot sand. The Ghoul takes some water. Parched in the heat, Lucy enviously watches him drink. He notices her eye and refuses to give her any, even tipping a little out as a further insult. He marches her onward, a prisoner.

They come upon a fresh set of ruins, close to which lies a sludge pond full of manky water. Lucy’s Geiger counter starts clicking, registering rads, but she’s so dehydrated she can barely hear its warning. The Ghoul, again, sees the look in her eye and wards her away from it. “That what happened to you?” she asks, “Radiation?”

He looks at her, something like anguish flitting across his scorched face. “Somethin’ like that.”

They come across a Vault-Tec billboard, replete with smiling Vault Boy mascot, giving his trademark thumbs up. Without a word, The Ghoul shoots the image of Vault Boy right through the head, leaving a giant hole in the billboard. Lucy looks at him, bewildered. Why on Earth did he do that? Does he hate Vault Dwellers? Or is this about Vault-Tec?

Thumbs up

Back into the flashback. We’re back on the movie set and Coop is back on deck, dressed in the same Vault Dweller jumpsuit that Lucy’s wearing. As he enters the sound stage, he’s greeted by a couple of people from Vault-Tec. It turns out, he’s here to shoot an ad for them, and they’re clearly very pleased to have a star representing their product.

Coop gestures to his vault dweller suit and comments on the fit. He asks if it blocks radiation. The Vault-Tec suits both balk, eyes darting to one another. They answer yes, but far from confidently. The suit definitely doesn’t block shit. Coop, perhaps caught up in the moment or in his head preparing, doesn’t seem to notice. He’s on now, smiling broadly, posing for them in front of a big Vault-Tec logo while they take a great many photos.

And then, a flash of on-set brilliance: he asks, “What if I did a thumbs up?” Wouldn’t that project an image of confidence and positivity? The same gesture, you’ll remember, that he told his daughter to make when judging the side of a mushroom cloud. The same one the dads asked him to make as though he was famous for it. The Vault-Tec suits enthusiastically agree. Coop strikes the pose, his smile never bigger, his thumb thrust out before him.

And in that moment, Coop becomes the genesis of Vault Boy himself.

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