The Sci-Fi Series’ Best Hour Yet Introduces a Major ‘New Vegas’ Enemy

Editor’s note: The below recap contains spoilers for Fallout Season 2 Episode 3.The first two weeks of Fallout Season 2 have been devoted to catching viewers up with where all the characters are while setting up the pieces for what’s to come. But in the third and best episode of the season so far, “The Profligate,” Fallout returns to its three main characters: Lucy (Ella Purnell), The Ghoul (Walton Goggins), and Maximus (Aaron Moten). In doing this, “The Profligate” shows us the limitations of Lucy’s kindness, while the Ghoul moves a bit closer to Lucy’s point of view, and Maximus becomes more than just a cog in the machine. The episode also features a reminder on multiple fronts that war never changes, mixing the absurdity and horrors of this world in equal measure.
Episode 3 begins with a character we haven’t seen in Season 2 until now: Thaddeus (Johnny Pemberton), who is clearly turning into a ghoul after the events of last season. He’s running a warehouse of child workers on a 22-hour shift, gathering bottle caps — the currency of The Wasteland. Some of these kids are ghouls, and others aren’t, but Thaddeus is surprisingly optimistic about his circumstances, especially since he doesn’t have to be in the Brotherhood of Steel anymore. He’s also kind of a good boss of child laborers — although their motto, “Most kids are dead by this age,” could probably use some work.
Lucy Drops Into The Legion’s Civil War in ‘Fallout’ Season 2 Episode 3
Lucy has found herself in the wild, savage community of the Legion, where people in dated Roman Empire-looking armor force her through an area where others are being whipped and having their teeth pulled out, amongst other atrocities. Lucy and the woman she was transporting are led into a tent with a masked man, who mentions to the woman that she lost her legionary. Without a second’s thought, her throat is slit, making Lucy’s journey all for nothing.
Lacerta Legate (Macaulay Culkin) brings Lucy before a man who goes by Caesar, and she quickly discovers that their ways aren’t exactly consistent or even very Roman, as they mispronounce “Caesar” and try to negotiate for Lucy’s prima noctis. After addressing her concerns and mentioning she’s not a virgin, Lucy’s taken away. Legate mentions that the Legion is essentially at war with everyone, but primarily, the unrepentant members of Caesar’s legion. The founder of this empire died, and the two sides have been at war over who should be his heir. The original Caesar wrote down who should be the heir and left it in his pocket, but every time they try to retrieve it, the “false Caesar” and his followers shoot at the other side.
Lucy thinks she can help, and in typical fashion, it only gets her in more trouble, resulting in her being tied to a crucifix. Lucy argues with Legate that if they think everyone else is the bad guy, chances are they’re the bad guy. Considering the state of the world, however, he aptly replies that “good is not a meaningful vector in history; only strength.”
Cooper Howard Meets a Mysterious Man in ‘Fallout’ Season 2 Episode 3
Back at the hospital where Lucy left the Ghoul, we find him struggling and in pain, but at least he’s got Dogmeat by his side as he grossly cuts out his greenish radscorpion wound. As he does this, he mentions the Ship of Theseus paradox, which poses the question that if you replace the parts one by one, does the ship remain the same? Once the Ghoul is done digging around, he reveals a rare sign of compassion to Dogmeat, saying it’s been a long time since he’s had someone worthwhile to talk to.
In a flashback to the Ghoul’s life as Cooper Howard, his wife Barb (Frances Turner) is putting together a box marked “Keepsakes” for their eventual time in the Vault. She’s crying about how she doesn’t want to have to leave anything behind, but Cooper reassures her that maybe they won’t have to, as both know fully well that the bombs are coming soon. Cooper heads to a fundraiser at an American Legion post, where he asks his friend Charles (Dallas Goldtooth) what he knows about Robert House, and learns that House is building a weapons system in Vegas. Cooper mentions that Moldaver (Sarita Choudhury) wants him to kill House, but there has to be another way. Yet Charlie states that most of the men in this room have killed someone, and House is just one man.
Representative Welch (Martha Kelly), a congresswoman for the district of Glendale, gets up to give a speech, mentioning that she refuses corporate funding and that Washington can’t afford more influence from corporations. When Welch fumbles her speech, Cooper heads to the bathroom, where he finds the man from Episode 1 who looks suspiciously like Robert House (Justin Theroux). When the man asks Cooper if he’s receiving any awards, Cooper replies that he’s just there to support his friend Charlie. Apparently, rumor has it that Charlie is a “pinko,” but Cooper says he wouldn’t know, before the man asks about Cooper’s own affiliations. Cooper sees through the man’s intentions while he talks about sympathizing with pinkos, their exhaustion with institutions, and the “solution to the problem.” If you back one person into a corner, they’ll try anything, but if you back billions into a corner…
The Ghoul Finds What’s Left of the New California Republic in ‘Fallout’ Season 2 Episode 3
Later on, the Ghoul, feeling much better, has tracked Lucy to the Legion’s headquarters, but once he sees the two “Caesars,” he realizes this is a group in civil war. Soon after, the Ghoul and Dogmeat go to a country club, and the Ghoul tells his dog that while he doesn’t like Lucy, he’ll need her down the line, so this is the best place to get help to take on the Legion. Inside the building, there are signs for the New California Republic, but it looks abandoned, except for a cowboy robot the Ghoul calls Victor, who says his memory is all scrambled.
The robot mentions that the Legion used to fight the NCR, but now, the Legion is just fighting the Legion. The Ghoul also asks Victor what happened to his creator, Robert House, but Victor says he’s gone, and that even though he had all the money in the world, all he wanted was to live forever. Robert House had plans, but he needed the cold fusion from before the war, and Victor mentions the Ghoul had something to do with all that back in the day. As the Ghoul starts to walk away, Victor states there’s no one around to keep him company anymore, except the Rangers in the hills.
The Ghoul goes to the hills, where he finds what remains of the NCR. There are only two soldiers left: Rodriguez (Barbara Eve Harris) and Biff (Jon Gries), and Rodriguez points out that the NCR and the Ghoul have a long history together. These two soldiers have been cut off from reinforcements for more than a decade, with Biff clearly losing his mind. Rodriguez states that the Legion has them boxed in and asks the Ghoul to help them let their battalion know that they’re still out there. The Ghoul shows a rare sign of optimism, saying he thought the good guys would win, but with the state of NCR, it doesn’t look like that’s the case. Rodriguez says the Ghoul used to believe in the things the NCR stands for, as they ask him for help. As he walks away, the Ghoul says that if something is dead, that’s usually because it deserved to die. Meanwhile, Lucy is still hanging on the crucifix, and she thinks she sees the Ghoul before passing out. It turns out it is the Ghoul, who claims to have information for Caesar. The Ghoul says if the Legion gives him something he wants, he’ll give them the last holdouts of the New California Republic.
The episode flashes back again to Cooper at the American Legion, where Charlie gives his speech about Cooper’s courageous activities in the war. Over Charlie’s words about the stories we tell about hope, the stakes of war, and betting on the right side, Lucy is cut down from her cross. As the Ghoul carries Lucy away and the Legion celebrates that they’ll be taking out the NCR, the Ghoul notes a huge cache of dynamite at their headquarters. When Charlie wraps up his speech about the bad things that are done for the right reasons, it’s clear he’s speaking directly to Cooper, inspiring him to take out Robert House. Before he leaves the stage, Charlie is given a lighter to commemorate his accomplishments, which he hands off to Cooper, saying he was given the lighter for saving a man, not for killing the three men it took to do it. In the present day, the Ghoul still keeps this lighter with him, as he questions if he’s made a mistake. But then, the dynamite explodes, which seemingly kicks the Legion’s civil war into high gear and shows there might still be some good in the Ghoul after all.
Maximus and Xander Go Hunting in ‘Fallout’ Season 2 Episode 3
At Area 51, the new headquarters for the Brotherhood of Steel, the rebellion led by Elder Cleric Quintus (Michael Cristofer) seems to be falling apart with the arrival of Paladin Xander Harkness (Kumail Nanjiani) from the Commonwealth. Quintus reminds his group that the Commonwealth began as an act of rebellion. Before the war, an ordinary captain, Roger Maxson, was sent to a research center in California, and when he saw the experiments going on with human subjects, Roger asked himself if he served his God or his government — and he chose his God. He shot the scientists and everyone who tried to stop him and defied his government, but he was saved so he could found the Commonwealth.
Yet this speech doesn’t move his group, as one of the heads tells him to give the cold fusion to the Commonwealth. But Maximus comes up with a solution: what if he killed Xander? Quintus counters, telling his team to “behold the dimness of the sword.” Maximus tries to point out that it will work if their cause is righteous — using Quintus’ words against him — but Quintus tells Maximus to leave the meeting, which clearly frustrates Maximus. As he leaves, Max runs into Harkness, who talks about how this chapter sucks because the clerics run everything. Harkness points out that Quintus is about to make a huge mistake and that the Brotherhood that he believes in fights against the chaos — and forming a rebellion sounds a lot like chaos. Back east, Harkness says it’s people like him and Maximus, the ones who bleed for the cause, that are the leaders. Maximus agrees to talk to Harkness, who says that this isn’t the first time the Brotherhood has almost fallen into civil war, and that this time, cooler heads could prevail.
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Later on, Harkness and Maximus take off in Harkness’s Vertibird. The two are getting along, and Maximus really smiles for the first time this season. Harkness says that if Quintus doesn’t give him the cold fusion, Harkness and Maximus are going to be on the front lines shooting at each other soon. Harkness mentions that without the relic, the Commonwealth will fall back home, and things will get much worse after that. Harkness notices unauthorized activity coming up on his radar, and the pair fly towards it, ready to take it out.
Harkness and Maximus suit up as they look for the “unauthorized activity” in an abandoned building. They find a robot that shoots at them, and Harkness pulls out a super sledge weapon; the pair end up destroying the robot together and have a blast while doing it. They hear something else in the building and find a child ghoul; it’s clear this is Thaddeus’ warehouse from the beginning of the episode. Harkness splits the kids into two groups: humans and ghouls. He tells the human kids to close their eyes, and just before he tries to shoot the ghouls, Thaddeus pops up from under a desk, trying to save the kids, but Harkness insists they’re abominations. Maximus begs Harkness not to shoot, to forget the Brotherhood’s rules, but they fall on deaf ears. Right before Harkness pulls the trigger, Maximus smashes Harkness’s helmet in with the super sledge, killing him. Thaddeus realizes the identity of the man in the suit who just saved his life, but Maximus thinks he may have just started a war.
“The Profligate” at times feels like a side quest, especially surrounding Lucy and the Ghoul at the Legion’s headquarters. Yet Episode 3 is great at mixing absurdity and brutality while also showing how the characters are evolving this season. As the show recenters itself around its three characters and starts to explore the history of the Wasteland and the people who made it what it is today, Fallout makes its world feel more fleshed out than ever before in Season 2.
Fallout Season 2 Episode 3 premieres on December 31. New episodes premiere every Wednesday on Prime Video.
- Release Date
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April 10, 2024
- Showrunner
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Lisa Joy, Jonathan Nolan
- Writers
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Lisa Joy, Jonathan Nolan
- Franchise(s)
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Fallout
- The episode’s focus on the Ghoul, Lucy, and Maximus is a great opportunity to recenter this show around these characters and their stories.
- ?The Profligate” finds a nice mixture of absurdity and darkness.
- Fallout definitely feels like it’s diving more into this world’s lore than it has in the past.
- Well… I guess we’re done with Kumail Nanjiani already, huh?




