Fallout
Created by: Graham Wagner, Geneva Robertson-Dworet
Based on: Fallout by Bethesda Softworks
Stars: Ella Purnell (Lucy MacLean), Aaron Moten (Maximus), Kyle MacLachlan (Hank MacLean), Moisés Arias (Norm MacLean), Xelia Mendes-Jones (Dane), Frances Turner (Barb Howard), Walton Goggins (The Ghoul / Cooper Howard)
Season 2 – Episode 6
Episode title: The Other Player
Original release date: January 21, 2026 (Amazon Prime Video)
Plot: In 2077, Cooper confronts Barb about Vault-Tec’s plans. Barb reveals she’s shielding their family from the inevitable nuclear war by playing the part, only sharing the idea of dropping the bombs first after it was suggested by Dr. Wilzig. Later, Cooper drugs Hank and Barb extracts the cold fusion relic from him. In 2296, Woody goes missing in Vault 32 while Chet finds out he’s officially getting married with Steph. In Vault 33, a defiant Reg stands up to Betty before she shuts down his club. Meanwhile, Lucy wakes up at the secret Vault-Tec facility, where she learns Hank has been kidnapping wastelanders and brainwashing them to build more control chips. She apprehends Hank, intending to take him back to Vault 33 and face justice for destroying Shady Sands, but he tricks her into brainwashing two rival wastelanders. The Ghoul is freed from the pole by a Super Mutant, saving him from going feral. He attempts to recruit him for an upcoming war with the Enclave, the true instigator behind the nuclear war, but the Ghoul declines. Afterwards, Dogmeat leads Maximus and Thaddeus to find the Ghoul.
* * *
Fallout – S02E06 – The Other Player | Transcript
Note for Students & Writers: This transcript is archived here for educational purposes, critical analysis, and screenwriting study. All rights belong to the original creators.
[♪ Douglas Gamley, Robert Docker, & The Peter Knight Singers: “Always”]
[Vault-Tec project manager 1] …sales in Southern California. We’ll be increasing our billboard presence which means we need to make some aesthetic choices. So, in actuality, this is what a five-megaton blast will look like over Los Angeles. Marketing thinks a ten-megaton blast will look better for the billboards.
[Vault-Tec project manager 2] Mm, but it won’t be a ten-megaton blast. It’ll be multiple five-megaton blasts.
[mouth full] Obviously, it will be multiple blasts for Los Angeles, but our design team thinks that it will look too busy.
Mm.
See? Just a cacophony of puff clouds.
[Vault-Tec project manager 2] Mm.
Now, look at that.
Mmmmmm.
[big band music continues playing]
The bad news is our water chips have a 30% fail rate. The good news is we’ll know which ones fail before installation. So, we get to choose who runs out of water. Any, uh, preferences?
Our internal early alert system gives us at minimum 30 minutes from notice to ignition in downtown Los Angeles. You know, we’d be crazy not to offer specialized freeway lanes for our premium customers. I mean, that’s just money on the table right there.
[crunching loudly]
♪
[knocking on door]
[Hank] Hi there. I asked Betty if I could take notes on this one. She said yes.
[Robert House’s double] So… here it is.
[suitcase locks clicking]
[Robert double] RobCo presents the automated man. Spent a lot of time trying to make my machines more lifelike, but, hey, works the other way around, too.
♪
[Barb] Mr. House, Vault-Tec and RobCo have always had a special arrangement. You have multiple Vaults to do with as you wish. If this is the research you’d like to pursue in the Vaults, you
[Robert’s double] You must have missed the telegram. You’re paying me for this. In exchange, I get Cold Fusion to power my little project in Vegas.
[Barb] And what project is that?
[Robert’s double] Might be above your pay grade. You’ll find out about it after the bombs drop, I guess.
♪
[ominous music playing]
[ominous music intensifying]
[vocalist yodeling]
[Ghoul] [grunting] Come on, come on. Fuck. Uh, little help? Little help? Son of a bitch.
[Dogmeat barks]
[Ghoul] Dogmeat. Fetch me that satchel. Come on. Go on, now. I, I need my vials.
[Dogmeat sniffing]
[Ghoul] No. I don’t need the fuckin’ hat. I need that satchel.
[grunting, gasping]
[Dogmeat whimpers]
[Ghoul] [groaning, grunting] You stupid fuckin’ dog! [snarling] Not today.
[somber music playing]
[Cooper] [sighs] Last night I was thinking about when I proposed to you. Catalina. [grunts] We walked out to that… romantic point.
[Barb chuckles]
[Cooper] The rocks were all covered in seagull shit. I’ll never forget the sound it made when I took a knee. You know, the thing that II can’t figure out… is were you a monster back then? Or did you become one later?
[Barb] Excuse me?
[Cooper] “War never changes.” I know what you’re planning to do, Barb.
[soft music playing]
[music turns ominous]
♪
[marching footsteps]
[grunts]
Morning.
Beautiful day, isn’t it?
[door opens]
[door closes]
Please, after you.
Oh, come on. I insist you go.
Oh, no, no, no.
Please, after you.
Coffee?
[♪ Leroy Anderson: “The Syncopated Clock”]
[rhythmic orchestral music playing]
I finished another batch.
Here you go, Shelley.
Fantastic. Let me take those out of your way.
[rhythmic orchestral music continues playing]
[orchestral flourish, music ends]
[♪ Tommy Dorsey & His Orchestra: “Song of India,” muffled]
[swing music continues playing]
[Hank hums to rhythm]
♪
[Hank] We never got to discuss All Quiet, did we? I guess we were waiting ’til after the wedding. Right?
[appliance door opens]
[Hank] That end, that was a humdinger, huh?
[chair scraping]
[Lucy] I didn’t finish it.
[Hank] That’s okay. You’ve been busy. What did you think about the parts that you did read?
[Lucy] I found it very upsetting.
[Hank] Can’t disagree with you there. What aspect upset you most?
[Lucy scoffs]
[Hank] To me, the most troubling was that everyone seemed to be fighting over nothing. The French and the German, what was the difference between them, really? I mean, other than the uniforms? I saw the same thing up on the surface. People fighting over the most petty things, like bottle caps. Is that what you saw when you were there?
[swing music ends]
[Hank] But, you know, some things just never change. People just wanna kill each other, don’t they? I think it’s the only way for people to feel safe. It’s ironic. To feel safe, we have to hurt people. Even kill them, because the… It’s crazy… the war instinct, hm?
[Lucy] I’m bringing you back to Vault 33 to face justice. For murdering the citizens of Shady Sands. You have the right to remain silent until the Vault Council assigns you a legal counselor.
[Hank] For a second there, I thought the Wasteland had changed you. If you wanna make this official, you should use… these handcuffs.
[Lucy] What are you doing?
[handcuffs clicking]
[Hank] Surrendering.
[Lucy] Why?
[Hank] I did what I did to protect you. But maybe it came at too high a price. And there comes a time in a man’s life when he has to take responsibility for what he’s done, and for me, that time has come. You have come, Sugarbomb. But, please, just let me tell you what I’ve been doing here.
[Lucy] No. We’re going.
[Hank] Just give me a chance. I think you’ll call what I’ve been doing redemptive.
[Lucy] [scoffs] You mean brainwashing those people?
[Hank] I wouldn’t call it brainwashing. It’s a very sophisticated process and we’ve been having amazing results…
[Lucy] I don’t care! Let’s go.
[Hank] You know how I get with all my little projects. Do you remember the field… [sniffing] with the potato batteries when you were five? And you had a little flashlight, and you would run around recharging the batteries with your little red flashlight, do you remember that?
[Lucy] Let’s go.
[distant gunfire]
[metal clanging]
[Thaddeus] Oh, come on. [grunting] [exclaiming, grunting] You sure we gotta leave it?
[Maximus] They have trackers in these things. They’ll come for it. That Armor’s more trouble than it’s worth.
[Thaddeus] Oh, jeez. You know, if that isn’t a sacred remnant, I don’t know what is. We gotta sell it, huh?
[Maximus] Wh… No.
[Thaddeus] Huh.
[Maximus] Absolutely not. Why… we are not selling it.
[Thaddeus] Yeah, right, right, of course. Not gonna sell it, sell it. We would, you know… find a buyer and sort of, you know, you put… put out feelers. We just… we do a trade.
[Maximus] No.
[Thaddeus] Trade?
[Maximus] No, we’re not giving it away, alright?
[Thaddeus] A trade, that’s not… a trade, you get something.
[Maximus] Absolutely not.
[Thaddeus] We definitely gotta sell it.
[Maximus] I told you. We’ll give it to the right person. A good person.
[Thaddeus] Name a good person, seriously.
[Maximus] That girl I met.
[Thaddeus] The Vault Dweller.
[Maximus] Yeah.
[Thaddeus] [chuckles] Yeah, y’know, uh, I would be a good person too if I grew up on top of a mountain of food, and supplies, in some cozy little impenetrable home. Wouldn’t look like this, that’s for sure.
[Maximus sighs]
[Thaddeus] Wouldn’t have to steal, and stab, and fib all the goddamn time just to get by. But if we sell it, guess what? Then we’ll be rich. And then we’ll have the means to be one of those good people you’re talking about. ‘Cause I’ve seen a lot o’ things. You know, like, crazy things. But “good people”? No.
[Maximus] Where were you born again, Thaddeus?
[Thaddeus] Uh, the Boneyard. At the Shithole side of the Boneyard.
[Maximus] I guess I’m the lucky one. Come here from Shady Sands. I remember good people.
[Thaddeus] Well, if you’re the lucky one, then we’re both screwed.
[Maximus chuckles softly]
[Thaddeus] No offense.
[Maximus chuckles]
[Thaddeus sighs]
[Ghoul snarling]
[continues snarling, grunting]
[gasps, coughs]
[groaning]
[muttering indistinctly]
[Ghoul] My… my name… My name is… Cooper. My name is Cooper. Cooper Howard.
[groaning, screaming]
[shallow breathing]
[Ghoul] I have a dau… a daughter. I have a daughter. Her-her-her name… is Ja… is Janey Howard. Janey… Howard. She’s alive. She’s a… she’s alive. My daughter’s alive.
[grunting]
[flesh squelching]
[Ghoul groaning]
[squelching continues]
[grunting]
[dramatic music playing]
♪
[grunting, groaning loudly]
[exclaiming]
[thud]
[creature growling]
[heavy footsteps]
[snarling]
[growling]
[pole clatters]
[dramatic music playing]
[music intensifying]
[♪ Bobby Brant and the Rhythm Rockers: “Piano Nellie”]
[Marianne] The Inbreeding Support Group is at max capacity. So, I’m sorry, but triple cousins doesn’t cut it anymore.
See ya.
[indistinct chatter]
♪
[Reg] Yeah, it’s just something that I’ve learned, but. Go for the Twizzlers, yeah.
[chatter continues]
[piano notes playing]
[descending glissando]
[begins playing piano]
[♪ Elton Britt: “Uranium Fever”]
♪ Well, I don’t know, but I’ve been told ♪
♪ uranium ore’s worth more than gold ♪
♪ Sold my Cad, I bought me a Jeep ♪
♪ I got that bug and I can’t sleep ♪
♪ Uranium fever has done and got me down ♪
♪ Uranium fever,
it’s spreading all around ♪
♪ With a Geiger counter in my hand ♪
♪ I’m agoin’ out to stake me
some government land ♪
♪ Uranium fever has done and got me down ♪
♪ Well, I had a talk with the AEC ♪
♪ and they brought out some maps
that looked good to me ♪
♪ and one showed me a spot
he said he knowed ♪
♪ so I straddled my Jeep
and headed down the road ♪
♪ I reckon I drove about 100 miles ♪
♪ down a bumpy road
out through the wilds ♪
♪ when all of a sudden,
I bounced to a stop ♪
♪ at the foot of a mountain,
didn’t have no top ♪
♪ Uranium fever has done and got me down ♪
♪ Uranium fever,
it’s spreading all around ♪
♪ With a Geiger counter in my hand ♪
♪ I’m agoin’ out to stake me
some government land ♪
♪ Uranium fever has done ♪
♪ and got me down ♪
[playing “Mary Had a Little Lamb”]
[quiet chatter]
Anyway.
[banging]
[members clamoring]
By order of Overseer Betty Pearson, the snack budget for the Products of the Inbreeding Support Group has been rescinded.
[members murmuring]
And the Inbreeding Support Group has been dissolved.
[members exclaiming]
[Reg] Calm down. Calm down, everyone. I wanna talk to Betty.
[Betty] You’ve been ignoring my requests to sit down with you, hiding from me. I’m sorry it had to come to this. But for the good of this Vault…
[Reg] You know what, fine. You can dissolve the Inbreeding Support Group. But you can’t take away our snack budget.
[members agreeing]
[Betty] In my office now.
[Reg] No. We can have this conversation right here.
[Betty] We’re running out of water, and you’re feeding people salty snacks.
[Reg] We’re giving the people what they want!
[attendee] Mmhmm. Exactly.
[Betty] We are working very hard on solving the water issue. What we need is time. And I’m sorry, but you don’t get extra rations because of who your parents were.
[Reg] Actually, this is still America so, yes, you do.
[members agreeing]
[Reg] We’re all down here because of who our parents were.
[attendee] Yeah, that’s right.
[Reg] And who their parents were. Our ancestors put themselves first. And you know what? That worked out for them. And for us. I’m not ashamed of that anymore.
[Betty] I understand…
[Reg] I don’t think you do, Betty. You’re from Vault 31. I know. I know things are different there. You 31ers are just plum different somehow.
[Betty] Please, listen to me. During the Weevil Famine…
[Reg] We don’t wanna hear about the Weevil Famine anymore!
[people shouting]
It feels good to hear someone finally say that out loud.
[members agreeing]
[Betty] I see.
[Reg] Hm!
[crowd exclaiming, cheering]
[member] Let’s go, Reg!
[cheering and applause]
[member] Yeah, Reg!
[attendee] You showed her!
[Reg] Mmhm. Mmhm.
[cheering and applause continue]
[♪ Ferlin Husky: “Draggin’ the River”]
[baby cooing]
[Davey] Irv, have you seen Woody?
[Irv] [scoffs] No, huh?
[Chet] Hey, what about Woody?
[Davey] I was meant to play checkers this morning. You wanna know the truth?
[Chet] Yes. The truth, please.
[Davey] I don’t even like checkers. I only play ’cause it seems to make Woody happy. But who doesn’t want to make Woody happy? He’s such a great guy!
[Irv] If Woody’s missing, we should bring it up with the Overseer.
[Davey] [chuckles] Good luck with that. Uh, s-sorry, Chet. I know she’s your wife, but sometimes she can…
[Chet] Excuse me, Davey. She’s not my wife.
[Davey] I’m sorry. Fiancée.
[Davey chuckles]
[Davey] I saw the poster. Congratulations.
[Chet] There’s a poster?
♪
♪ ‘Cause my heart just died
at Heaven’s door ♪
♪ Alone, so low with misery ♪
Oh, hey there, Chet. Congrats!
♪ Nothin’ but blues for company ♪
♪ Well, if things get worse,
I can’t shake this curse ♪
♪ Then start draggin’ the river for me ♪
[low growling]
[rope creaking]
[deep guttural breathing]
[metallic clanging]
[super mutant] Uranium. Bad for them… good for you.
[Ghoul] Aw, fuck.
[super mutant] There’s a war coming. And we need you healthy.
[Ghoul] screaming]
[grunting]
[chair creaking]
[banging]
[super mutant] Be still. You’ll slow the healing. They call us abominations. But they created our kind.
[Ghoul] Our kind? I think you and me got bit by a different motherfuckin’ bug, my friend.
[raspy breathing]
[super mutant] Ghouls. Mutants. We’re kin. And we should unite against our common enemy. They drove us to the point of extinction and forgot we ever existed.
[crashing]
[super mutant] But we didn’t forget them. The people who set all this in motion.
[heavy footsteps]
[super mutant] The Enclave.
[Ghoul] I’ve been waste-landing for 200 years. Whatever it is I got to do, I do it alone.
[super mutant] Uh-huh. And how’s that workin’ out for you?
[Ghoul] I’ve kept myself alive for one… reason. To find my family.
[super mutant] Well, then, you’re gonna need friends. But, if you won’t join our kind…
[Ghoul gasps softly]
[super mutant] …then you can’t know where we live.
[Ghoul] [weakly] No. No.
♪
[Barb] Don’t walk away from me, Coop. I know more than you know, okay? There are over 12,000 nuclear warheads set…
[Cooper] I’m not a board member. I am your husband.
[Barb] Don’t…
[Cooper] I don’t care about your fuckin’ statistics.
[Barb] Statistics? This is about Janey.
[Cooper] So… for our daughter, you would kill millions of people.
[Barb] [whispering] Don’t do that.
[Cooper] Billions of people. Other-other mothers just like you.
[Barb] Don’t do that, Coop, do not do that.
[Cooper] Other daughters just like our daughter!
[Barb] Wouldn’t you? For Janey. [whispering] Wouldn’t you? There are worse people out there than me, Coop.
[Cooper] Who? Who could possibly be worse than you?
[Betty] Not much of an appetite.
[Barb] Betty… I want you to get me every bit of information you can about how the Cold Fusion diode is stored at Vault-Tec.
[Betty] Oh.
[Barb] How is it secured? Who monitors it? Everything.
[Betty] Is that a good idea?
[Barb] None of this is a good idea.
[elevator pings]
[man] You’re just a very replaceable part in this machine.
[Barb] I’m sorry, who are you?
[man] But if you forget your place in the company… you’ll die. And so will your family. The same will happen to me if I don’t communicate this message. We’re all in the same boat. And not one of us can stop it. You know that. You wake up knowing it. The leaders of the most powerful corporations will be gathering here. And when they do… you tell them… the only way to guarantee results is…
[Barb] By dropping the bomb ourselves.
[dramatic music playing]
[Cooper] Who threatened you?
[Barb] Please, Coop. You don’t need to get involved in any of this.
[Cooper] Who controls Vault-Tec?
[Barb] I don’t know.
[Cooper] Well, let’s find out.
[Barb] No, no, no, no, no. This is not one of your movies with a happy ending. There is nothing we can do. If there was, I would have done it. I tried to do it. This deal is going forward whether we like it or not. Please, look at me. I am your wife. You know me. You know me.
[Cooper] I don’t. I don’t know you, Barbara.
[Barb] Where are you going?
[Cooper] To fuckin’ do something.
[dramatic music playing]
[rhythmic music playing]
♪
[loud clanging]
[Hank] Nothing to worry about, folks. My daughter is here to pursue the cause of justice. And we like justice, don’t we?
[all] Yes.
[workers chattering]
[Hank] Ah.
[murmuring agreement]
[Lucy] Where did you find them all?
[Hank] Oh, all over. So many people need our help. Like Marjorie.
Hi.
[Hank] You used to be kind of a murderer, right?
I guess. [chuckles]
[Hank] Now, she’s a pencil sharpener, and a darn good one.
[sharpener rattling]
[chuckling]
[Hank] Oh, Sherman and Gregory were from opposing tribes. If they’d met each other a month ago, they’d have killed each other. And Rita. She used to cook people for the Legion. Now, she makes trail mix, and, boy, is it tasty. You’re gonna have to try some.
[Rita] Mm.
Oh, I’m, uh, I’m okay. Thank you, Rita. Come on. We’re getting out of here.
[Hank] Uh-huh. Let’s go this way. Management perk.
[Lucy] When we leave, we’re leaving all of the doors open so they can go home, understood?
[Hank] You’re the boss.
[Lucy] Hi, everyone. I just wanna let you know that you’re free now, okay?
[confused murmuring]
[Lucy] You can all go back to the surface now.
Uh, do we have to?
It’s dangerous out there.
[Hank] I agree.
But my daughter’s moral code demands it.
But we like it down here.
[indistinct chatter]
[Hank] [sighs] Okay. Tell you what, you can stay here as long as you like, but when we leave, we’re gonna open all the doors. Right?
[door opens]
[chairs rattling]
[grunting]
Hey, boss! Uh, sorry to derail the conversation. Just to flag, what are we doing with these two males? Uh, they haven’t been fixed yet. Should I just go ahead and do it now?
[Hank] Great question. All he needs to do is push a button.
No.
[Hank] Okeydokey, send them off as-is. It’s what she wants.
Okeydokey!
[Lucy] No, wait! Wait, no!
NCR hostis!
[grunting]
[loud clanging]
[Hank] This is exactly the kind of violence I’m trying to prevent. I wish we could all just get along, don’t you, Sugarbomb?
[Lucy exclaiming]
[grunting]
[grunting]
[Marjorie] Pencil?
[Lucy] Ahh! [grunting]
[yelling]
[Lucy] No. Don’t!
[yelling]
[Lucy] Stop them!
[Lucy] Press the button, it’s the only way.
[shouting, grunting continue]
[Lucy] Dammit!
[shouting]
[stapler drops]
[chuckles]
Hey there, buddy. You okay?
Well, I seem to have found myself in a bit of a jam.
[both chuckle]
Could you help me out?
Sure. [chuckles] What are you doing here?
[both chuckle]
Geez.
Why, thank you.
Sure, sure.
[chuckles] Let’s get you some help. Looks like it stings.
Yeah.
Yeah.
[Hank] Kum ba yah.
[low growling]
[dramatic music playing]
[Cooper] You just need to sit down for a bit.
[Young Hank] Okay. [grunting]
[Cooper] Let’s find you…
[Young Hank] This is nice.
[Cooper] …a comfortable chair.
[Young Hank] Nice! Big.
[Cooper] Come on, here we go.
[Young Hank] Okay. [chuckles]
[Cooper] Alright.
[Young Hank] Oh yeah, that’s good. Thank you. Oh, thanks. [sighs] Wow. [sighs] Thanks for having me over, Coop. You know, for some reason, I didn’t think you liked me very much. [laughing]
[Cooper] I hope you like ’em strong, cowboy.
[Young Hank] [laughing] Oh, yeah. Thank you.
[glasses clinking]
[Young Hank snoring]
[Cooper sighs]
[dramatic music playing]
[Cooper] What is this? Hank. Hank. Hey, Hank. Hank, hey. Hank, what is this?
[Young Hank] Huh?
[Cooper] Hank!
[door closes]
[ominous music playing]
[keys jangling]
[dramatic music playing]
[device hissing]
[Hank gasps]
[device buzzes, whirs]
[ominous music playing]
[rustling]
[galloping footfall]
[Dogmeat barks]
[Dogmeat panting]
[Thaddeus] Is that…
[dramatic percussive music playing]
[Dogmeat barks]
[percussive music continues]
[Maximus] Fuck.
[Ghoul] Fuck.
[Thaddeus] Hey!
[Dogmeat whimpers, barks]
[♪ Johnny Cash: “Luther Played the Boogie”]
♪ We were just
a plain ol’ hillbilly band ♪
♪ with a plain ol’ country style ♪
♪ We never played the kind of songs ♪
♪ that’d drive anybody wild ♪
♪ Played a railroad song
with a stomping beat ♪
♪ We played a blues song,
kinda slow and sweet ♪
♪ But the thing that knocked ’em
off of their feet was, oohwee ♪
♪ Oh, and Luther played the boogie-woogie,
Luther played the boogiewoogie ♪
♪ Luther played the boogiewoogie,
Luther played the boogiewoogie ♪
♪ Luther played the boogiewoogie,
Luther played the boogie ♪
♪ in the strangest kind of way,
play it strange ♪
♪ Well, we did our best to entertain
everywhere we’d go ♪
[song ends]
♪



