After last week’sWestworlddrewclear battle linesand set Halores (Tessa Thompson) on a course for vengeance, in Season 3’s penultimate episode we get… a Caleb (Aaron Paul) origin story. To be fair, it’s intertwined with some backstory on Rehoboam and Serac’s (Vincent Cassel) brother, but by and large we’re taking a detour at this late stage in the season to flesh out Caleb, who may or may not play a major role in the series to come. Let’s dig into it.
Despite the fact that Serac’s watch seemed to be re-aligning in last week’s installment, “Passing Pawn”—which was written byGina Atwaterand directed byHelen Shaver—opens in Jakarta with yet another divergence. We pick back up with Saito/Dolores enacting their part of Dolores’ overall plan, but it’s thwarted by… Clementine (Angela Sarafyan) and Hanaryo (Tao Okamoto), who have been brought back to life by Maeve via Serac! Indeed, Saito receives a phone call from Halores, who informs him that she’s deviating from Dolores’ (Evan Rachel Wood) overall plan: “Her plan is for us to die. But I have a new plan.” We don’t see or hear from these folks again, which means this scene is basically setup for the season finale. But it ends with Saito’s head being cut off, as the Dolores copy inside is no doubt being retrieved for Serac’s use.

Caleb and Dolores
It took until the penultimate episode of the season, but we finally get Caleb’s origin story in “Passed Pawn.” In the present, he’s remembering what happened shortly after his friend Francis (Kid Cudi) died in combat, taking part in some sort of memory recall. All is not what it seems, but let’s break down the fake memory first: Caleb and Francis were deployed to Crimea to run special ops during the Russian Civil War. His unit was there to track down and kill insurgents, but they themselves became targets of the insurgents, and all but Caleb and Francis were killed. They then went after the leader of the insurgency, played byEnrico Colantoni, who Caleb nearly allowed to speak before Francis warned him against taking the tape off his mouth. Caleb, Francis, and this insurgent leader waited for backup but it never came. They were ambushed, with Francis and the insurgent leader both dying in the attack. Only Caleb made it back alive.
In the present, we see where Caleb and Dolores went off to after getting on that plane. They’re in Sonora, Mexico and they’re riding horses—Dolores says “it’s perfect, like home.” By now Caleb is aware of the fact that Dolroes is a host, and asks her if she killed all those people in Westworld. She says she did what she had to in order to survive, and Caleb inquires about the revolution she plans to start. “I want a place for my kind—for all of us—to be free,” she says. And while Caleb still seems hesitant about how many more people might die for her revolution to take place, Dolores says she intends to have Caleb lead the people, using her own story to entice him—“for the first 35 years of my life I was a bit player. The rancher’s daughter. And when the time came, I knew I had to be more.” Caleb replies that he’s just a construction worker, but clearly Dolores knows something he doesn’t.

Indeed, that’s the entire point of this trip to Sonora. Dolores intends to show Caleb his past in the hopes that he’ll agree to lead this revolution. He’s the John Connor ofWestworld, apparently, and I suppose that makes Dolores… a mash-up of The Terminator and Kyle Reese? Except even deadlier, as Dolores uses a super fancy A.I. gun to remotely shoot and kill every armed guard at this remote facility owned by Serac. They step inside, and it’s clearly the same facility that Liam Dempsey Sr. discovered, where Serac was trying to “change” outliers in Rehoboam’s algorithm. Including his own brother.
Except Caleb has been here before. He recognizes the facility as the one in which he was debriefed following his time overseas, and following Francis’ death. Hmm…

Dolores leads Caleb deeper into the facility, and finally reveals what she’s looking for: Solomon, the A.I. algorithm device that Serac and his brother created before Rehoboam. She explains that “it had the task of trying to organize an unruly world but it ran so many projections, so many strategies, it developed some anomalies.” It’s here where we learn that Serac’s brother was schizophrenic, and Dolores says Solomon “inherited some of his ways of thinking.” Put another way, it’s an insane A.I.
Dolores wants Solomon’s help in developing “one last strategy,” this time for revolution. Solomon is being held captive by a military grade EMP standing by, so it can’t escape. Dolores and Caleb initiate a discussion with Solomon, which has predicted this very moment as one of many outcomes. “I know everyone, in all variations. Or at least I did,” Solomon explains. It’s unable to read Dolores, who is “unknown,” but Dolores explains that she and Solomon are similar, ”We both outlived our original purpose, and your creator took the steps to ensure you can’t leave this place.”

So Dolores asks Solomon to help upend the new world order that it created, and when Solomon asks why it would do such a thing, Dolores replies, “because it doesn’t work.” She says Serac’s brother knew the algorithm didn’t work, which is why Serac took him out of the equation. Indeed, that was part of Serac’s “reconditioning therapy,” which Solomon says yielded some positive results—including Caleb.
We get an “aha!” moment here as Solomon explains that Caleb was one of the first successful reconditioning therapy subjects, noting that there’s always the possibility of regression. Only 1 in 10 subjects were successful, with the other nine put in a kind of “cold storage” in this very facility. Literally frozen, but kept alive.

Dolores and Caleb head downstairs for this cold storage facility, where they’re greeted by a recorded holographic message from Serac to his brother
“Our little experiment has worked. Rehoboam saw in you and those like you, the outliers, a fatal flaw that would’ve bent the world on its axis. It needed time and the right set of genetic information to restore you. You are now a better version of yourself. Rough edges rubbed smooth. No longer a danger to the world or yourself.”
Serac ends the message by noting that the man he was no longer exists, which is why he’s not there to greet him in person. Of course Serac’s brother has not escaped. He’s still being kept frozen, still waiting on that “right set of genetic information” to restore him. Solomon explains that Serac’s projections for peace wouldn’t fit the data, “so the data had to change.”
Solomon explains that they weeded out the outliers from the population, freezing them not only to take them out of the equation, but to prevent them from procreating. And Caleb was integral to this plan: he was tasked with hunting them down. This “elegant solution” tasked outliers with tracking down and hunting other outliers, even using an app to regulate criminality. That app? The Rico app we were introduced to at the beginning of this season, from which Caleb took odd jobs doing crimes.Everythingis part of Rehoboam’s plan, it appears.
It’s here where we get the true backstory for Caleb. He and Francis were indeed attacked in Crimea and injured, but Francis didn’t die overseas. They came back and began taking jobs via Rico, with no idea that they were actually tracking down outliers for Serac and Rehoboam. That “insurgent leader” he remembers? In this case, it was actually a lawyer representing a pharmaceutical company that created the tabs that Caleb and Francis take to dull their senses and emotions during combat or missions. Caleb knows this because hedidtake the tape off the target’s face, in contrast to his false memory. The man told Caleb everything he knew. He got a target on his back for asking too many questions, and he tells Caleb that this particular job is meant to tie off all loose ends—either Caleb or Francis will be offered money to kill the other, in addition to the lawyer.
That’s exactly what happens. Caleb knows Francis has been offered money to take him out. And as soon as he admits it, Caleb reluctantly kills Francis, then takes out the lawyer. After this incident, he gets his “reconditioning therapy” and the memory is changed entirely. So that explains all the brain fuzziness, and his freakout over killing Liam Dempsey Jr.
But just as Caleb is remembering, a surprise guest arrives at the facility: Maeve (Thandie Newton). Dolores must go upstairs to fight Maeve off while Solomon gives Caleb the new strategy, “the new story for the human race.” And while the current plan is the one selected by Serac, Dolores convinces Solomon to create the one Serac’s brother asked Solomon to make just before he was condemned by Serac. With a few adjustments, of course, given that the plan was originally created 15 years ago. And a new leader: Caleb. “Take whatever it gives you and lead,” Dolores instructs Caleb in the event that she dies.
As Dolores heads upstairs, Caleb remembers fully how he was used by Rehoboam and has a breakdown. He yells at Solomon, blaming the A.I. for making him murder his friend. But Solomon cautions that if Caleb deviates from this course, he “will not achieve the desired outcome.” Solomon says its new strategy is ready, copies it on a flash drive, and gives it to Caleb, who reluctantly accepts. A reluctant hero, if you will.
All the while, Dolores and Maeve go toe-to-toe in a genuinely thrilling fight. Dolores tries telling Maeve she’s not her enemy, but Maeve counters, “your existence threatens my daughter and the others who have escaped. I won’t let you enslave them for whatever war it is you’re trying to begin.” Dolores says if they can’t be free in this world, they can’t be free in any world, but Maeve throws Dolores’ many copies back in her face—and the way in which she set them up to die. “We are nothing alike,” Maeve says to Dolores when she once again tries to convince her that their interests are aligned.
The two go through a pretty brutal fight—one of the show’s best ever—complete with knives, swords, and helicopter bullets. But just when it feels like we’re going to witness yet another tussle between these two hosts with no consequences, Dolores gets her friggin’ arm blown off. She stumbles back inside the facility, bleeding, and Maeve follows behind. Dolores does the only thing she can: she ignites the EMP, rendering her and Maeve both unconscious. Caleb finds them both lying on the ground, and a drone robot walks up and tells Caleb it has some instructions for him. Roll credits.
William and Bernard and Stubbs
The other story this week concerns three characters who have been all but sidelined this season. We pick back up pretty immediately after Bernard (Jeffrey Wright) and Stubbs (Luke Hemsworth) have rescued William (Ed Harris) from his AR Therapy gone wrong, at the behest of Dolores for some reason. William learns that Stubbs is a host and is predictably disgusted, but there are bigger fish to fry. After doing some digging in the computer at the institution, Bernard discovers that Halores injected a virus of sorts into William, which she used to track and infiltrate the institution’s system. This is how she—and now Bernard—learned that Serac was selecting “outliers” from the community that he was trying to “fix” at facilities such as this. “They’re turning their minds inside out and reconditioning them,” Bernard explains.
And William’s name is on a list with thousands of others for whom the therapy didn’t work, all of whom are declared either missing or dead. Of course, that’s because they were put in “cold storage” in Serac’s facility in Mexico. Why isn’t William there? Probably because he sold an inordinate amount of high-grade biometric data to Serac years ago, data that William sold to Serac so the parks could gain capital.
So William is indirectly responsible for Serac’s “Final Solution.” Add another sin to his list.
Bernard and Stubbs discover that Caleb is one of the “outlier” individuals for whom the therapy was successful, so they set out to find him. But William isn’t super crazy about going on a road trip with two hosts, doubling down on his “I’m the good guy” epiphany in last week’s episode. “I know my purpose now,” he says, “I’ve wronged a lot of people in my life. Hurt the ones I loved the most. But of all the things I’ve done, there is only one stain I could not blot out. Only one original sin. You.” William goes full robot racist, saying “I helped build you and Dolores and the fuckin’ lot of you. So I’m gonna wipe out every host from the face of this earth, beginning with you two.”
So… William is totally a host right? This is leading to a realization that he himself is a host, at which point he is literally the thing he hates the most? And the real William is still locked up inside Westworld somewhere. Right?
The Three Amigos reach a gas station that’s been abandoned in the chaos (reminder: Dolores set the world on fire), and Bernard explains to Stubbs that CalebisDolores’ plan. “Dolores was made with a poetic sensibility,” Bernard says. “She won’t destroy humanity. He will.” Just then, William steps out of the gas station, gun in hand, threatening to murder Stubbs and Bernard once and for all. And then the episode ends.
Episode MVP:Hats off toAaron Paul, who had to wait until the second-to-last episode of the season for his backstory to get filled in, but who does a swell job nonetheless. As I mentioned it feels like he’s being set up as this John Connor-esque leader. Whether he’s being used by Dolores or not is unclear, but Paul is reliably great at evoking empathy from the audience.
Final Thoughts
As big of a fan as I was of the first few episodes of this season, the last couple have kind of lost me a bit. It feels like each episode ends with a really exciting setup, but the next episode is just… more setup. Remember when it felt like we were headed towards a big Bernard vs. Dolores showdown? Remember when Bernard was a main character on this show? The central conflicts and themes are solid, but it feels like we’re going in circles to get to “Dolores’ plan” or “Dolores vs. Maeve” or “Dolores vs. Serac” or “Dolores vs. Halores.” This week’s episode, while engrossing, was ultimately an hourlong detour into an origin story for Caleb. And while it certainly looks like Caleb may be a major piece of the puzzle going forward for the series (it’s now been renewed for Season 4), an origin story coming so late in the season kind of halts the momentum that’s been building.
As-ever I’m still engrossed and intrigued by the show, and I’ll certainly keep watching, but it feels as though the pacing this season has been off. Let’s see what next week’s season finale has in store, though.