Fallout episode 2 recap: Firefight in Filly

Lucy (Ella Purnell), (Michael Emerson) (Dale Dickey) (L-R) standing outside a shop in Philly in the Fallout TV show
(Image credit: JoJo Whilden/Prime Video)

This article contains spoilers for Fallout episode 2, "The Target". If you've not caught the show just yet, check out our article explaining how to watch the Fallout TV show instead. 

After hits like HBO's The Last Of Us, Prime Video has joined the video game adaptation biz with their Fallout TV show. Based on the well-known post-apocalyptic franchise, the series weaves an original tale more than 200 years after nuclear warfare ravaged planet Earth, and follows three survivors as they roam an irradiated version of what was once Los Angeles. 

With The Ghoul and Lucy free to roam the surface world, and Maximus dispatched on his first Brotherhood of Steel mission as a newly-anointed Squire, Fallout's second episode sees the three characters' journeys intertwining. The scrap-heap town of Filly (and an Enclave fugitive, Dr. Wilzig) serves as the flashpoints that bring them all together. Here's a full recap of everything that happened in Fallout episode 2. 

Fallout episode 2 full recap: Our core trio finally crosses paths

Lucy (Ella Purnell) looks out into the Wasteland in the Fallout TV series

Lucy arrives in Filly.  (Image credit: Prime Video)

Episode 2 begins with another flashback to the past; Dr. Siggi Wilzig (Michael Emerson) is hard at work inside some sort of laboratory, experimenting with dogs (we’ll spare the… darker details here). He picks up one pooch in particular and heads to another room in the building and sets his new test subject, CX404, to work on a treadmill. A flash forward takes us  

One day, once the prize pooch is fully grown, Wilzig implants himself with some sort of chip.

Another scientist happens to pop by and hassles him about his work, pulling an alarm on the wall. Wilzig gets thrown to the floor, and CX404 leaps to his aid, attacking the other man before settling down in Wilzig’s lap. He then packs up a suitcase, leashes the dog, and the pair hurry out of the facility. Outside, he abandons his badge, and an autoturret opens fire on them as the duo runs away. 

After that action-packed opening, we’re reunited with Lucy, wandering the remains of the past out in the Wastes. She picks her way through buildings half-consumed by sand, coming across snapshots of the Old World before the bombs dropped. When night falls, she sets up a campfire out in the open. She falls asleep but is awoken by the sound of growling, and panics as Wilzig’s dog attacks a radroach (giant-sized cockroaches). Wilzig is sitting across the fire from her and tells her that cockroaches didn’t just survive the nuclear blast… they evolved.

Lucy explains she’s searching for her father’s kidnapper, Moldaver, and Wilzig urges Lucy to abandon her quest and go back home; he doesn’t believe she’s capable of doing what it takes to survive in the Wasteland. He tells her she’ll have to “adapt” to the new world she’s wandered into. With his wisdom passed on, he leaves Lucy’s campfire. 

When we return to her journey, Lucy comes across a lone man in the Wastes. After establishing he’s friendly, she approaches him, looking for directions. She offers him a sip of water (and he sinks the whole bottle) and then he directs her to Filly, a town over a nearby hill, warning that it’s a dangerous place. She heads off as the eccentric man begs her to stay behind.

Lucy picks her way through more scrap and finds her way into Filly, a settlement built out of scrap. Wandering past all manner of colorful characters and Wasteland weirdness, she makes her way into Ma June’s store. Unbeknownst to her, The Ghoul is observing from a distance. 

"The Ghoul" (Walton Goggins) sitting in a chair in bounty hunter garb in the Fallout TV show

The Ghoul's on the hunt for his target: Dr. Wilzig.  (Image credit: Prime Video)

Lucy quizzes Ma about where she got some of the old Vault-Tec goods she’s peddling and asks after Moldaver. June is amazed to meet a live Vault Dweller, but when Lucy namedrops her father’s kidnapper, she clams up. Apparently, everyone knows who Moldaver is, and she sounds like she’s a whole lot of trouble. Lucy insists she and the other Vault Dwellers want to save America, but June retorts the Vaults were only holes in the ground for rich people to hide from the war. 

Outside, Dr. Wilzig arrives in Filly with his dog in tow. Lucy recognizes him, and Wilzig once again urges her to go home. She doesn’t understand why people react to her the way they do… which prompts the Doc to rattle off all kinds of specific details about her living circumstances within the Vault. Before he can explain why he knows so much about her home, Ma June tries to usher Wilzig inside.

Unfortunately, The Ghoul stands up from his chair across the way, and calls out to the Doc; as he does so, the denizens of Filly start to leave the town. Ma June tells the Ghoul that ‘his kind’ isn’t welcome here, but he disregards her. The Ghoul’s out for the bounty on Wilzig’s head. Ma June says she’s been paid a heap of caps for the Doc’s safe transport out of Filly, but she’s not off to a great start; The Ghoul takes off Wilzig’s left foot with a blast of his powerful pistol. 

Filly’s folks take cover, and June calls out that she’s got 1000 caps for whoever kills The Ghoul. The gunslinger proceeds to fend any attackers that are dumb enough to spring out of cover to take him out (even shrugging off a hail of bullets that hit him in the back). 

Whilst everyone’s distracted, Lucy takes the opportunity to gather info from Ma June’s ledger but decides to stand up to The Ghoul after he deals with Wilzig’s dog. The Ghoul doesn’t heed Lucy’s call for him to stand down, and tries to tranquilize him… but the drugs have no effect. 

Luckily, Maximus arrives in the nick of time and orders The Ghoul to stand down, introducing himself as “Knight Titus of the Brotherhood of Steel”. He refuses, so Maximus dives in front of Lucy, deflecting the shot he takes at her. “Titus” then engages The Ghoul in the center of town, whilst June and Lucy attend to Wilzig. 

Inside the store, June (painfully) replaces Wilzig’s missing foot with a mechanical one. As she does so, Wilzig suggests Lucy could be the one to escort him to June’s client… who is revealed to be none other than Moldaver. June says the Vault Dweller won’t get anywhere near Moldaver without something to bargain with. Seeing Wilzig as her way in, Lucy reluctantly accepts.

Outside, The Ghoul gets the upper hand, as Maximus fails to control his Power Armor effectively. As Lucy and Wilzig leave town, they see his Power Armor flying erratically overhead (he crashes down somewhere in the town’s environs). Meanwhile, The Ghoul wanders into June’s store and finds something to heal Wilzig’s dog.

Somewhere in the Wasteland, Wilzig collapses next to a crashed satellite. Insisting he can go no further — and having taken a cyanide pill, “the most humane product Vault-Tec ever made  — Wilzig tells Lucy he has to get him to Moldaver, as that could change the future. He tells her she doesn’t need to get the entire body there, just his head… and produces a chainsaw-like device. He tells her she’s going to have to start acting like a surface dweller to survive out here. 

Before he passes, he says ‘You’re going to be okay, Miss MacLean’. How does Wilzig know her name?! After pondering her next course of action, alone in the Wasteland, the episode ends with Lucy picking up the weapon and doing as she was instructed (thankfully, we don’t see this process unfold).  

What else was Maximus up to? And how did Dr. Wilzig make it to Filly? 

Knight Titus in Power Armor, with Maximus (Aaron Moten) standing next to him in Fallout episode 2

Maximus suits up.  (Image credit: JoJo Whilden/Prime Video)

Before he intervened in Filly, we saw  Maximus aboard a Vertibird helicopter, enthusiastically asking his new Knight about his Power Armor. Knight Titus basically ignores him, ordering the Squire to clean part of his suit and childishly orders the pilot to set them down, as he “wants to shoot something”.

Wilzig is seen taking a quick break near a cave… but when his dog wanders over with a human hand in its mouth and he hears a terrible growl, the Doc recognizes he’s probably not picked a great rest spot. Maximus and Titus (now armed with the colossal weapon in Maximus’ pack) arrive at the same spot, and the Squire spots Wilzig’s discarded lab coat. They don’t have long to celebrate, though: another growl comes from the cave. 

The pair go in to explore, and a mutated bear-like creature springs up behind Titus. After a brief scrap, Titus tries to flee, but the creature bears down on him and continues to bat the Power Armor-clad soldier around as Titus calls on his Squire to deal with it. After some hesitation, Maximus takes the creature out before unmasking his Knight. 

Titus blasts the Wasteland, Maximus, and the Brotherhood of Steel order for "sending him on stupid missions". Injured, Titus orders Maximus to get out a Stimpak and continues to lambast him for not doing his job well. He threatens Maximus and reminds him of the grisly fate that awaits Squires who don't do their job properly.  

Realizing the danger he’s in, Maximus refuses to help Titus, dons the suit of Power Armor himself, and frolics about the Wastes as he gets acquainted with his new capabilities. Whilst doing so, he intervenes in a scrap between two civilians (totally helping the wrong person, of the two). The next time we see him, he arrives in Filly (and that’s when he stepped in to fend off The Ghoul, as we detailed above). 

All eight episodes of the Fallout TV show are now streaming on Prime Video. 

Martin Shore
Staff Writer at WhatToWatch.com

Martin is a Staff Writer with WhatToWatch.com, where he produces a variety of articles focused on the latest and greatest films and TV shows. 

Some of his favorite shows are What We Do In The Shadows, Bridgerton, Gangs of London, The Witcher, Doctor Who, and Ghosts. When he’s not watching TV or at the movies, Martin’s probably still in front of a screen playing the latest video games, reading, or watching the NFL.