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"On 11/2 the Soviet Union was on the verge of annihilating us, and we were more than prepared to return the favor. Then that enormous tentacled abomination teleported into New York. If it hadn't arrived when it did, we would all be ash. It united us against a common threat..."

Wade Tillman to his support group regarding the events of November 2, 1985

"Little Fear of Lightning" is the fifth episode in the first season of HBO's Watchmen, and fifth episode overall. It aired on November 17, 2019.


The origin story of Looking Glass is at last revealed, as is the truth behind the greatest hoax in American history. The Smartest Man in the World plots a daring escape.


A newscast on the radio is first heard saying bits and pieces of information such as how in Eastern Europe tanks amass... Military commitment from NATO... and then the radio crackles until the last thing heard is that the Doomsday Clock is standing at one minute till midnight.

Meanwhile in Hoboken, New Jersey on November 2, 1985, A young Wade Tillman gets off a yellow school bus with other teenagers in his Jehovah's Witness youth group. Before they dispersed, their elder tells them to pray. With one minute to midnight on the Doomsday Clock, the elder says that they're entering the whores' nest. Wade walks nervously down the street, approaches a group of Knot Tops, and asks them if they're ready to hear the truth. Two of them assault him, knocking his flyers out of his hands. One girl, Roxi, brushes them aside and tells them to leave Wade alone and tells him that she wants to hear more.

Roxi leads Wade into a street funhouse and wonders why he's in Jersey. He says that's where the sinners are, and Roxi asks if he really thinks the world is coming to an end. When Wade says that he does, Roxi asks if he's afraid. He tells her that he isn't, and she asks if he's afraid of her. When he says that he isn't, Roxi asks him what he is afraid of. He replies back by saying that he's afraid of nothing. Roxi subsequently begins to undress Wade and asks if he's a virgin, and says that it will be his last chance to have sex if he is. Wade says that he doesn't want to, but she gets on his knees and takes off his underwear. She replies by saying that other parts of him would say the contrary. Just as he is getting comfortable with her, Roxi runs off with his clothes. Thus leaving him naked inside and awaiting certain humiliation upon getting out of the Fun House.

Wade looks at himself in the funhouse mirrors and calls himself a dummy, saying that he's pathetic and a sinner and is getting what he deserves. An explosion occurs nearby, and Wade clutches at his ears in pain. After a moment, the mirrors shatter from the blast.

Later, Wade wakes up, blood dripping from his ears. His head ringing, Wade makes his way outside and finds the street littered with corpses. He takes his clothes from Roxi's hands and looks at her bloody face in shock, and sees a few other survivors walking among the piles of corpses. Shocked, Wade screams, asking what happened. In nearby New York City across the Hudson River, a giant alien squid lies half-teleported in a building's wreckage.

Years later, an adult Wade is among a focus group reviewing NYC's campaign to get people to come back. Wade says that people despised their commercial, and nobody would admit that they were scared. He tells them that all their ad does is remind people that three million inexplicably died. So he gets up, and walks out.

Later, Wade drives to a storage unit, puts on his Looking Glass mask, switches cars, and drives to the police station. Laurie Blake is meeting with the officers and tells them that they're going to do things her way because they've come up with nothing by their previous ineffective methods. She says that if they find the church where the Seventh Kavalry shot their video, maybe they'll find 7K. Afterward, Red Scare asks Looking Glass if he's religious. Looking Glass doesn't answer, and instead points out that Red Scare is eating a sandwich with lettuce from the truck of the 7K member who shot a cop. Sister Night comes over and asks Looking Glass what his ex said about the pills. He says that she hasn't said anything yet, and Sister Night asks him to remind her again.

Laurie calls Looking Glass into her office and invites him to take off his mask. Looking Glass tells her that regs require him to wear the mask at all times, but reluctantly rolls it up. Laurie checks his file and confirms he was near NYC in 11/2, and asks if he still has nightmares. Wade tells her that he sleeps great, and Laurie notes that the reflectatine substance protects him from psychic blasts. After noting his cover identity, Laurie says that he can go. As Wade goes, Laurie asks him about the pills Sister Night is having his ex analyze. She confesses to have bugged the cactus sitting on his desk, and that she was listening into his conversation with Angela. Wade says that it's a personal issue between them and it would be a violation of her medical privilege to discuss it.

Later at home, Wade discovers that he's received a letter intended for his ex, Cynthia. He puts on his mask, eats beans out of the can, and watches American Hero Story on TV, where Hooded Justice and Captain Metropolis are having sex and the latter is asking Hooded Justice to take off his mask, so he can see him. An alarm goes off and Wade removes his mask and runs out to his bomb shelter, locking himself in. He notes the time and tries to shut off the alarm. When the shut-off doesn't work, Wade goes back to his house and finally rips out the alarm mounted in the closet, throwing it on the floor and stomping on it repeatedly until it stops.

Wade then calls Extra-Dimensional Security and complains that the shut-off didn't work. He insists that the machine malfunctioned and notes that he has used it over five thousand times. The operator promises that they'll ship a new unit in a week, but Wade tells him to ship overnight it despite the cost and include some reflectatine with it. After hanging up, Wade sits on the couch, puts his mask on, and goes to sleep.

The next day, Wade returns to his job as a focus group advisor. Cynthia texts him and Wade goes to Forever Pet to see her. He gives her her mail and she incinerates an imperfect dog clone. Cynthia asks him if he's okay after Judd Crawford was murdered, and Wade insists that he's fine and asks about the pills. His ex says that the pills are Nostalgia, which was outlawed because putting memories into pill form led to psychosis. She asks if Wade got them from a lady, and asks why he keeps getting messed up with women who abuse him. Cynthia notes that she spent seven years trying to convince him she wasn't going to run off with his clothes, and Wade says it was seven years of bad luck.

That night, Wade goes to a church and goes to an extra-dimensional anxiety support group. The members talk about their fear of squids. A woman, Renee, comes in and Wade welcomes her. A speaker wonders if it's ever going to end, and Wade tells him that he was where the speaker was. He tells the group that he's no longer afraid, and notes that the squid united them against a common thread. Wade says that it eventually ends because they're in a tunnel and a tunnel ends with light. He says that he'll show them to the light if they trust him. They all join hands and recite their mantra about how they will not live in fear.

Afterward, Wade goes to his car and says goodnight to Renee. She says that she doesn't believe him and that he's still in the tunnel, and is just as crazy as the rest of them. Wade suggests that she share at the next meeting, and Renee tells him that she's not coming back. She invites Wade to follow her, and he does so. They end up at a bar and Wade talks about his work. and he says that he can tell when people are lying. Renee claims that she's a waitress and then works in foreclosure, but Wade realizes that she's lying and she finally says that she's a radiologist. Wade asks for her "squid story", and Renee says that she became obsessed by fear after Steven Spielberg's Pale Horse movie about 11/2. Watching the movie makes her feel better by letting her face her fear, and wonders why everyone isn't petrified. Renee tells Wade that she isn't obsessed by fear when she's fucking, laughs, and admits that she's drunk. Wade offers to take her home, and Renee advises him to call a friend to get him home because he's drunk too. As she leaves, Wade mutters that he doesn't have any friends.

Wade goes outside and finds Renee waiting for him with a cigarette. He says that he doesn't partake, but admits that it smells good. Renee kisses him, and Wade says that he's not out of the tunnel. She says that at least they're in it together. Renee's ride pulls up and she tells Wade that she'll see him at the next meeting. As the truck drives off, a head of lettuce falls out of the back. Wade picks it up, curses, and calls dispatch to ask if they ever recovered the 7K shooter's lettuce truck. They confirm that they didn't, and Wade drives after the truck.

The truck pulls up to an abandoned department store and Wade watches from across the street. Renee and the driver put on their 7K Rorschach masks and go inside, and Wade calls in to request backup. He then checks the truck and finds a gun, and goes into the store. Wade finds a church inside and realizes that it's the one in the video.

A basketball drops out of a portal that opens briefly in the air, and Wade hides as a 7K tech comes in, notes where it arrived, and goes back. Wade follows him and sees the techs working on a portal mechanism, steps out, and cocks the revolver. Renee sees him and calls him by name, and Wade orders everyone down on the ground. She asks if they're opening portals, and Renee says that they rigged the lettuce to fall of the truck, all to lure Wade in. A man comes up behind Wade and he shoots him, but the bullets have no effect. Renee tells him that they put the blanks in the gun just in case. She also confesses that they boosted his signal to dispatch, so it was them he was talking to all along.

Two 7K men grab Wade and drag him away to a room filled with TV screens. Renee picks up Wade's discarded baseball hat, which is lined with reflectatine. She then gives it back to Wade and removes her mask, and says that she's really a radiologist. Wade puts his hat on and Renee puts her mask back on, and a 7K man sits down with Wade and asks if Wade made his Looking Glass mask out of reflectatine.

Wade recognizes Keene's voice, and Joe Keene removes his mask and apologizes for his rudeness. Keene assures Wade that he isn't going to kill him because he's a politician, not a murderer. He came to Tulsa to prevent cop killing from happening, and Judd did the same as chief of police. Basketballs drop out of portals, and Wade says that the portal he saw is the same one used in Herald Square by the Institute for Interdimensional Studies which the squid came through on 11/2. He figures 7K is going to drop another squid on Tulsa, and Keene tells him that they're going to do something new. Keene says that he's going to show Wade something that will set him free, and in return he wants Wade to take Angela off the board because she threatens the peace. If Wade doesn't then Keene will have to send the local 7K to kill Angela and her family.

Keene plays a DVD and says that when he joined Appropriations they showed him what he's going to show Wade. He then says that Wade can either turn him in and he'll convince his superiors that he's crazy, or he can press "Play" on a remote he gives him and be free.

Once Keene leaves, Wade presses "Play". A video of Adrian Veidt plays, congratulating Robert Redford on being elected President. The message is seven years in the past of Redford being elected in 1991, and Adrian explains that he planned it. He says that nuclear war is imminent and he used something more powerful than an atomic device to stop humanity's extinction. Adrian admits that he used fear as a weapon and created a monster that he then unleashed onto NYC. The psychic blast from the monster appearing in Manhattan will kill 1/2 of the city's population. But then the event will go onto traumatizing a million more people. He explains that this was all an elaborate, meticulously engineered hoax to save the world. He admits that after November 2, the world will need time to heal while he maintains the fear with small extra-dimensional events. Adrian visualizes a stronger world caring for the weak, and says he did all he can to get Redford elected. In return he needs Redford to become his partner in building a utopia. But first, he'll answer all of the questions that he has.

Meanwhile somewhere else, Adrian dons his protective suit and tells the Phillips and Crookshanks that time is of the essence. They load him in the trebuchet and shoot him up into the sky. Adrian passes through the barrier and lands on a Jovian moon, looking down on Jupiter. He piles up the frozen corpses of the Phillips and Crookshanks that he shot through the barrier before, breaking them apart and spelling out "Save me". He looks up and sees a spy satellite overhead, and yells that he did it. His clones pull him back via the line attached to his suit.

The clones are there, and the Game Warden is as well. He tells Adrian that he warned him not to defy the laws of land, dismounts, and draws a sword. The Warden cuts off Adrian's helmet and tells him that he's under arrest, and Adrian tells him that their God has abandoned him. Kicking Adrian, the Warden admits that God has indeed abandoned them and isn't likely to return.

Back on Planet Earth, Wade watches the testing of a new perfume, "Mercy". He remembers 11/2 and later goes to the station. Sister Night calls and asks him if he found out about the pills, and he asks if anything is true. She walks over and tells Looking Glass to stop playing around, and he gives her the pills and says that they're Nostalgia. Looking Glass wonders whose memories they are, and says that he wants to help. After a moment, Sister Night says that her grandfather was at the tree and claimed to kill Judd, but says that it's not possible so she covered it up. Removing his mask, Wade glances at the bug Laurie put on his desk and tells Angela that he's sorry. Laurie comes out, gun drawn, and arrests Sister Night. Wade tells Angela that he had to, and Angela swallows the pills. The officers cuff her and she glares at Wade as they lead her away. Wade looks at Laurie and pulls his mask down.

That night, Wade returns home and goes inside, leaving his hat in the car. He finds the new EDS alarm system delivered and tosses it in a dumpster, but after a moment goes back and takes it inside. Shortly after, 7K men arrive and go in, rifles ready.


Main Cast

Guest Starring


  • Chris Whitley as Captain Metropolis
  • Philip Labes as Young Wade Tillman
  • Julia Vasi as Roxi
  • David Watts as Outdoorsy Man
  • Karen Beyer as Well Dressed Woman
  • Michael Rubino as Police Officer
  • Ariel Milner as Child
  • Tim Peek as Elder
  • Eileen Grubba as Cynthia Tillman
  • Ryan Hope Travis as Jerry
  • Austin Dean Freeman, Cabot Basden as Knot Tops
  • Holly Stevenson as Older Woman
  • Jimi Kochina as Rorschach Tech
  • Tiger Dawn, Debra Nelson, Denise Hillis, Jesse Mattson as EDA Support Group
  • Omer Mughal, Coley Company as Moderators
  • Jason Turner, Victor Turner as Receptionists










  • When the episode opens, there is a news broadcast where the news anchor mentions that the Doomsday Clock has been set at “one minute to midnight.” The Doomsday Clock is a real-life metaphor for how close humanity is to man-made global catastrophe. In the graphic novel, it was set at this time right before Ozymandias unleashed his squid on New York City.
  • Young Wade Tillman and his fellow proselytizers are attempting to convert people at a carnival in Hoboken, New Jersey. In the original series, Jon Osterman and Janey Slater visit a similar carnival in New Jersey before his transformation into Doctor Manhattan.
  • The religious group leader calls the New York-New Jersey area a “whore’s den,” echoing Rorschach's famous “all the whores and politicians will look up and shout ‘Save us!’ ...And I'll look down and whisper ‘No,’” quote.
  • The Watchtower is a Jehovah's Witnesses publication, but it’s fitting that it would feature in the series.
  • One of the people Wade Tillman passes by as he’s looking for someone to convert is reading what appears to be an issue of Tales of the Black Freighter, complete with an advertisement for Adrian Veidt’s much-promoted workout routine, The Veidt Method. This same comic appeared throughout in the original series.
  • A poster for the band Pale Horse appears in the background. It was the name of the band that was playing in Madison Square Garden the night of the squid attack.
  • The group Wade Tillman encounters are Knot Tops, a gang who frequently appeared in the graphic novel. They’re known for their distinctive hairstyle and use of a drug called KT-28s', or “Katies” for short. One particular Knot Top is wearing a shirt that says “Katies” on it, which really underlines the connection.
  • While Zack Snyder's 2009 film opted not to directly adapt the squid hoax, the HBO series, following much closer to the original source material, delivered the multi-tentacled monster and the destruction of New York City, making it the first live-action depiction of the infamous creature and it's devastation.
  • As Wade Tillman screams in the middle of the carnage, the camera zooms out past Sinatra Drive, a real street in Hoboken, just as Frank Sinatra's classic “New York, New York” starts playing.
  • As part of the “return to New York” ad, there is a glimpse of a couple who have apparently just seen the hit new Broadway musical called Oppenheimer based on Robert Oppenheimer, the father of the Atomic Bomb.
  • In the background of the Broadway shot, there’s a sign for the Promethean Cab Co., which also operated in the original series.
  • Michael Imperioli, whose best known for appearing in Watchmen's fellow HBO show The Sopranos, made an uncredited cameo in the New York City commercial.
  • As Looking Glass, Wade rolls up his mask halfway and eats beans straight from the can, which is very similar to how Rorschach would eat beans.
  • While eating his beans, Wade Tillman watches the latest episode of American Hero Story, which depicts Hooded Justice and another Minutemen-era hero, Captain Metropolis having sexual intercourse. The two were rumored to be lovers, as the show portrays.
  • Wade Tillman’s ex-wife, Cynthia Bennett, works at a lab where they clone people’s pets. Less advanced versions of this service actually exist in the real world, but in the Watchmen universe, the technology stemmed from some of Adrian Veidt’s advances that allowed him to create Bubastis, his genetically modified Lynx. Lady Trieu further developed the technology, as seen in the previous episode. Also, the way the little puppy is unceremoniously incinerated resembles the sad way Bubastis met her end in the original series, when she was disintegrated in Veidt’s attempt to stop Doctor Manhattan.
  • One of Adrian Veidt’s many business ventures in the comic was Nostalgia, a brand of cosmetics and perfumes. The drugs Will Reeves gave to Angela Abar share the same name, but if Veidt’s old Nostalgia was supposed to evoke the comfort of the past through a fondly remembered scent, the pills, which Trieu Pharmaceuticals created, are literally memories in medicinal form.
  • At the support group, Wade Tillman contradicts Doctor Manhattan’s parting words from the final chapter of Watchmen, when he tells Adrian Veidt that “Nothing ever ends.” However, later conversations in the episode imply that Wade doesn’t exactly believe the optimism he’s selling.
  • When Renee enters the support group, Wade Tillman asks her if she's "a friend of Nemo's?" Captain Nemo from Twenty Thousand Leagues Under the Sea is famous for fighting a giant squid.
    • A line from the same book is where the title of this episode comes from. “If there were no thunder, men would have little fear of lightning.” The parallel is clear, as the show just showed us the giant squid that scared people so much it literally ended the Cold War in an instant.
  • Tobacco is outlawed in Robert Redford’s America.
  • Pale Horse, as described by Renee, portrays the exact scene in Schindler's List, Steven Spielberg's 1993 film about the Holocaust, where a little Jewish girl is separated from her mother. She is the only object in the entire movie in color (red). In Pale Horse, the girl is also separated from her mother; this time after the squid invasion.
  • The Seventh Kavalry sit Wade Tillman in front of a wall of TVs, which is an obvious visual allusion to Adrian Veidt’s wall of TVs in his Antarctic lair, where he learned about the success of his gambit to unite the world against his squid invader.
  • When Wade Tillman asks Senator Joe Keene if he's planning to drop a giant squid on Tulsa, he responds "Where's the originality in that? No, we're gonna do something new" In October 2019, showrunner Damon Lindelof told SYFY WIRE that he thought it would be “super-duper lame to adapt the original Watchmen,” and repeat the original graphic novel’s verbatim for television, which is why he instead decided to create a sequel series. Senator Keene’s promise that the Seventh Kavalry isn’t planning to just drop another squid on the world seems like a sly wink at Lindeloff’s adaptation.
  • As Senator Joe Keene leaves Wade Tillman with the choice of remaining ignorant or knowing the truth about the giant squid, he tells him that he’ll “leave it entirely in your hands.” This is the very last piece of dialogue of the graphic novel, uttered by New Frontiersman’s editor Hector Godfrey as he tells his employee, Seymour, that the choice of what to pull from a box of correspondence to put in the paper is up to him, just as David is looking at Rorschach’s journal. In both instances, the phrase comes just before someone finds out the truth about Adrian Veidt's plan.
  • Within that video, Adrian Veidt refers to using “fear” as a weapon and says “and I am its architect.” This is more than a mere turn of phrase. “The Architects of Fear” was an episode of the sci-fi anthology series The Outer Limits. In the episode, a group of scientists decide that the only way to prevent nuclear apocalypse is to convince humanity that we have a common enemy from another world and thus need to put aside our differences. This story was the source of great friction between Watchmen series editor Len Wein and writer/co-creator Alan Moore, as Wein felt it was too similar to what Moore delivered in the book. The book, however, does reference the intro to The Outer Limits in the final moments of the series, perhaps as Moore’s way of paying homage to the source.
  • While telling President Redford his plan in the prerecorded video, Adrian Veidt invites Redford to be his “partner in building a Utopia.” He’s almost certainly talking about the better world he wants to build, but it’s worth noting that in the original series there was a movie theater with the same name in New York City close to where the squid first appeared. The theater, which was renamed New Utopia after the Dimensional Incursion Event, was probably owned my Veidt Enterprises, and featured several classic science fiction films to subconsciously prime people for the idea of alien invaders.
  • Adrian Veidt appears to be wearing the hieroglyph for the Eye of Horus on his makeshift spacesuit, a symbol of both protection and power.
  • Adrian Veidt launches himself into the sky and he suddenly appears on the surface of Europa, one of Jupiter’s moons. In order to write his “SAVE ME!” message, he uses the broken, frozen bodies of his deceased servants. It’s similar to the moment in Tales of the Black Freighter, Watchmen’s comic-within-a-comic when the protagonist uses the bloated bodies of the dead to create a buoyant life raft for himself. It’s not quite as literal, but Veidt’s message is also a life raft of sorts.
  • Just as Adrian Veidt briefly escapes his prison and arranges a message of the surface of Europa (which says “Save Me D…”), he celebrates by throwing his arms up in the air and yelling “I did it!” in the same manner as he celebrated the news reports coming in saying that world peace was achieved after the giant squid destroyed New York City.
  • Upon returning back to his manor estate, Adrian Veidt comes face-to-face with the Game Warden. Much of the Warden’s character is still a mystery, but it seems increasingly likely that Doctor Manhattan created this being of human life, as he implied he might in the final issue of the original series.


Promotional stills



Behind the scenes


External links


ve Watchmen (TV series)
Season 1
01. It's Summer and We're Running Out of Ice • 02. Martial Feats of Comanche Horsemanship • 03. She Was Killed by Space Junk • 04. If You Don't Like My Story, Write Your Own • 05. Little Fear of Lightning • 06. This Extraordinary Being • 07. An Almost Religious Awe • 08. A God Walks into Abar • 09. See How They Fly