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Somebody's always paying attention, Mr. Mulder
Max Fenig

"Fallen Angel" is the tenth episode of the first season of The X-Files. It premiered on the Fox network on November 19, 1993. It was directed by Howard Gordon and Alex Gansa, and directed by Larry Shaw. The episode helped explore the series' Mythology arc.


Mulder is informed about a government cover-up of a UFO crash site, but finds that a fellow UFO enthusiast is also interested in the find.


A UFO crashes in the woods outside Townsend, Wisconsin. A Sheriff's Deputy investigates but is killed in a flash of light. Meanwhile, in a military control room, a technician tracks the UFO but is told by Colonel Calvin Henderson to write it up as a meteor. Henderson telephones his superiors and launches Operation Falcon.

Arrest Mulder Fallen Angel

Colonel Calvin Henderson detains Mulder.

Mulder heads up to Wisconsin, based on advice from "Deep Throat". Mulder sneaks into the woods where the military is performing some sort of clean-up operation on the UFO. Mulder takes photos of the site but he gets caught and thrown into a fenced cage, next to a UFO fanatic, Max Fenig.

Crash Site Invisible Alien Being Fallen Angel

In the forest, an invisible alien passes by.

The next morning, Scully shows up to yell at Mulder and tell him that the X-files are in danger of being shut down by Section Chief Joseph McGrath because of his behavior. Scully believes the crash site is not a toxic spill, the public story, but rather a Libyan plane with a nuclear warhead, the inside government story. This is an explanation Mulder doesn't believe. Meanwhile in the woods, the invisible pilot of the UFO passes through a perimeter laser fence around the crash site.

Mulder and Scully return to Mulder's ransacked hotel room, where they find Max Fenig trying to escape out the bathroom window. Fenig is familiar with Mulder's work on the X-files, based on research of his travel expense reports through the Freedom of Information Act. Fenig brings Mulder and Scully to the trailer he lives in, where he shows them audio of the Sheriff's Deputy who was killed in the woods.

Mulder and Scully visit the widow of the Sheriff's Deputy. She says the government won't release her husband's body for burial, and she was threatened with the withholding of his pension if she said anything to anyone. Meanwhile, soldiers under Henderson's command search for the UFO occupant, only to be severely injured by a bright flash of light emitted from it. They are brought into a doctor who was similarly threatened when he examined the Deputy's body. Scully stays through the night to help, but the vast majority die due to radiation burns.

Mulder returns to his hotel, where Max Fenig's trailer is parked in the lot, and finds Fenig inside, having a seizure. When the convulsions stop, Fenig reveals to Mulder that he has epilepsy. As Mulder helps Fenig lie down, he discovers a red scar in the shape of a triangle behind Fenig's ear. Looking at other X-files, Mulder finds similar scars on two alien abductees. Scully is skeptical of Mulder's claims about Fenig being an abductee.

Max Fenig Waterfront Fallen Angel

Max Fenig, with a bloodied ear.

The military once again tracks a craft over Townsend, Wisconsin, this time one much larger. Something invisible enters Fenig's trailer, causing his ear to bleed. Mulder and Scully find Fenig missing from his trailer, but his radio scanner leads them to find him at a waterfront dock, where the military is also pursuing the UFO occupant. Mulder enters a building where he finds Fenig. The alien is also in the area, however, and knocks Mulder away. Mulder sees Fenig floating in the air, encased in blue light, but vanishes seconds later.

Back in Washington, D.C., Scully and Mulder report to McGrath, who is unsympathetic to their statements, claiming that Fenig's body was found in a cargo container hours after they left. McGrath's committee decides to shut down the X-files and fire Mulder from the FBI. However, that decision is secretively vetoed by Deep Throat.



Background Information


  • In devising this installment, writing partners Howard Gordon and Alex Gansa made sure to include alternative explanations for there being a quarantine zone. "Right away we established that there was a cover story, that this town was being evacuated based on a supposed toxic spill," explained Gordon. "This, of course, was a sleight of hand and played right into the paranoid aspect of the show." (Cinefantastique, Vol. 26/27, No. 6/1, p. 41)
  • As well as focusing on the character of Max Fenig because they were interested in him and believed he had some emotional resonance, the writers also chose to explore the mysterious Deep Throat herein. They used the episode to ask whether he was an ally or foe to Mulder and Scully, a question the writers themselves were not yet sure of. "We thought we'd couch it in the demise of the X-Files," stated Howard Gordon. "So we had a frame within a frame that we worked in." (Cinefantastique, Vol. 26/27, No. 6/1, p. 41) Gordon specified the point was "to remind the audience what Scully was there for in the first place" – namely, to act as a skeptic compensating for Mulder's devoted belief in the paranormal and, from the FBI's perspective, to discredit his work whenever possible. (The Truth Is Out There: The Official Guide to The X-Files, p. 124)
  • This episode's script went through five drafts. These were dated 11th, 18th, 22nd and 28th October as well as 2nd November 1993.
  • The UFO crash in this episode was filmed at the Seymour Demonstration Forest in North Vancouver. The UFO crash site made use of the forest's gravel pit. U.S. Microwave Substation B21 was represented using the BC Hydro system control center, on Burnaby Mountain. Also used for this installment was the recently vacated University Hospital, Shaughnessy Site. The area that features in the final scene of the episode was represented by Simon Fraser University on Burnaby Mountain, in Burnaby. (X Marks the Spot (On Location with The X-Files), pp. 39 & 40)
  • The US Space Surveillance Center was basically a limitless set. "It was a wall set with no walls to it that was really just kind of plunked into the middle of a black stage," remembered Graeme Murray, "and we put up pieces of glass and made reflections of computer monitors and dials and gauges and that kind of thing and tried to build a set that didn't have any boundaries to it." (X-Files Confidential, p. 55)
  • The filming of the episode's final scene was somewhat difficult, as it was shot at the mountaintop Simon Fraser University during a semester and student parking was already fairly restrictive. Location Manager Todd Pittson reflected, "It became a real military exercise when parking generators, worktrucks and trailers near access points to locations while ensuring that crew members did not become lost between circus parking and location in the throng of student activity and the vast maze of concrete 'ambiguity.' Which made Deep Throat's utterance 'Keep your friends close, your enemies closer' all the more prophetic." (X Marks the Spot (On Location with The X-Files), p. 40)
Fallen Angel effects footage

Footage used for a visual effect in this episode.

  • Raw footage used as a template for insertion of the "invisible" alien's CGI outline – featuring a dancer wearing a bright orange bodysock suit – caused much hilarity for members of the creative staff. Paul Rabwin characterized this part of the episode as "one of the funniest sequences that we had to work on" and further recalled, "I could hear laughter coming from different screening rooms, all across the lot." ("The Truth About Season One", TXF Season 1 DVD special features) Another production staffer who found the raw footage very funny was R.W. Goodwin, who described it as "the craziest thing you've ever seen." (X-Files Confidential, p. 55)


  • Max Fenig returns in the Season 4 two-parter "Tempus Fugit" and "Max", but his introduction in this episode serves as a kind of precursor to the first appearance of the Lone Gunmen in the later Season 1 episode "E.B.E.". Both they and Max Fenig are rebellious characters, working against an American government who they believe is covering up the existence of extraterrestrials. Also, both Max Fenig and Richard Langly of the Lone Gunmen have long hair, glasses and are generally "scraggy" in their appearance.
  • Chris Carter came to the opinion this episode was important – within the context of The X-Files – in establishing the character of Deep Throat. "I think it really played into an expansion of his character – who he is and why he's doing this, all of which was explored later," Carter stated. (X-Files Confidential, p. 54)
  • This episode features the third instance in The X-Files where lights viewed in a forested area from over a hill are alluded to as possibly being a UFO. Other such episodes are "Pilot" and "Conduit", in which the lights are seen to be Detective Miles' car and a group of motorbikes, respectively. Nonetheless, as Graeme Murray pointed out, this was the first episode to feature a UFO crash site, "although you weren't really sure if it was a UFO or an airplane crash." (X-Files Confidential, p. 55)
  • Mulder makes an error, telling Scully that the scar was behind Fenig's left ear, while every time it is shown, it's behind his right ear.

Cultural References

  • The last line of dialogue in this episode, Deep Throat's warning to Section Chief McGrath, "Always keep your friends close, Mr. McGrath, but keep your enemies closer," is a paraphrased quote from the movie The Godfather Part II. In that film, the lead character, Michael Corleone (played by Al Pacino), says, "My father taught me many things here... He taught me in this room. He taught me, 'Keep your friends close but your enemies closer.'"
  • At one point, Mulder teases Scully by saying, "The Last Detail starring Dana Scully." The Last Detail is actually a real movie.
  • Max makes references to several real-life UFO investigatory groups: NICAP (National Investigations Committee on Aerial Phenomena), MUFON (Mutual UFO Network), CUFOS (Center for UFO Studies, coincidentally CUFOS is also a break off of NICAP after they disbanded in 1980, making Max's claim to be a member of NICAP a bit odd in the 90s), and CSICOP (Committee for the Scientific Investigation of Claims of the Paranormal. It's also odd that Max figured that Mulder would be part of a skeptic/debunking group when he was looking for proof of UFOs, but he also called it new, when it was formed in 1976, 20 years prior to the events in the show).
  • When the general is talking to the radar techs about the crashed UFO, the scene is very similar to the opening of The Intruders, a 1992 made-for-TV movie about alien abductions. Some lines are quoted almost verbatim.


  • Howard Gordon and Alex Gansa were ultimately delighted with this episode. Said Gordon, "It was a pretty straight-ahead story [but] [...] 'Fallen Angel' is an episode we're particularly proud of." (Cinefantastique, Vol. 26/27, No. 6/1, p. 41)
  • With a wry smile, Chris Carter related, "Everyone keeps saying, 'This is my favorite episode.' I think we were helped by the great direction of Larry Shaw. And actor Marshall Bell, who played Henderson, was also great. I think it was very suspenseful right out of the box. You were headlong into the story and it never let up until the end [....] I think the episode had great effects, and it enlarged our alien repertoire." (X-Files Confidential, p. 54) Shortly after commenting Max Fenig represents "a kind of kook that we all believe is out there, saying look up in the sky, it's up there, it's out there," Carter remarked about "Fallen Angel", "I think that was an interesting look into that kind of character out there and the fact that they may be credible and may be seeing and knowing things that we don't. I think there are certain images in it that stand out for me." One of these was the crash site which Mulder photographs, prior to being detained. ("Chris Carter Talks About Season One Episodes: Fallen Angel", TXF Season 1 DVD special features)
  • This episode achieved a Nielsen household rating of 5.4, with an audience share of 9. This means that roughly 5.4 percent of all television-equipped households, and 9 percent of households watching television, were tuned in to the episode. It was viewed by 5.1 million households. These viewing figures were the lowest in the first season of The X-Files. (The Truth Is Out There: The Official Guide to The X-Files, p. 248)
  • Cinefantastique (Vol. 26/27, No. 6/1, p. 41) rates this episode 3 and a half out of 4 stars. The magazine states, "'Fallen Angel' is satisfying in the left turn it takes with the character of Max, who at first seems to be comic relief but transforms most believably into a tragic figure molded by his own abduction experiences. Deep Throat is also used well, especially in a chilling final scene, and the light-bending alien (reminiscent of The Predator's alien) is an excellent special effect."
  • In his reference book Wanting to Believe: A Critical Guide to The X-Files, Millennium and The Lone Gunmen, writer Robert Shearman scored this episode 3 out of 5 stars. He critiqued, "'Fallen Angel' teases us with offers of something significant right from the get-go [....] But after the opening credits, you quickly realise this is all smoke and mirrors. To be fair, smoke and mirrors is an essential house style on The X-Files, but for all the earnest shouting from Mulder, nothing really seems at stake here. There's a killer alien in the woods, brilliantly realised by eerie point of view camera shots – which just runs away without further comment. Instead we focus upon the tale of alien abductee Max Fenig [...] [who] has many amusing lines [....] But all he offers is the most pedestrian of storylines; even Max is unaware of his abductions, so the story is energised only by Mulder's theorising, and all the climax can do is show that theory happening. There's no twist, no surprise, and no resolution. It's telling that the real threat of the story isn't invisible aliens or UFO abductions, but that Mulder and Scully might lose their jobs. It's a little hard to believe that the X-Files is in such danger of being shut down, because Mulder spends most of the episode accepting it with resignation or ignoring the prospect altogether. The last few minutes [i.e. the final two scenes], though, are terrific [....] But pivotal moments like this, stuck after the action of the episode proper has played out, suggest 'Fallen Angel' has more purpose than it actually has. Really, this story [offers] [...] little we haven't seen before. But it's done with style and wit – nothing much may happen, but it at least happens entertainingly."


Main Cast

Guest Starring


External Links

The X-Files episodes
Season 1
"Pilot" ・ "Deep Throat" ・ "Squeeze" ・ "Conduit" ・ "The Jersey Devil" ・ "Shadows" ・ "Ghost in the Machine" ・ "Ice" ・ "Space" ・ "Fallen Angel"
"Eve" ・ "Fire" ・ "Beyond the Sea" ・ "Gender Bender" ・ "Lazarus" ・ "Young at Heart" ・ "E.B.E." ・ "Miracle Man" ・ "Shapes" ・ "Darkness Falls"
"Tooms" ・ "Born Again" ・ "Roland" ・ "The Erlenmeyer Flask"
Season 2
"Little Green Men" ・ "The Host" ・ "Blood" ・ "Sleepless" ・ "Duane Barry" ・ "Ascension" ・ "3" ・ "One Breath" ・ "Firewalker" ・ "Red Museum"
"Excelsis Dei" ・ "Aubrey" ・ "Irresistible" ・ "Die Hand Die Verletzt" ・ "Fresh Bones" ・ "Colony" ・ "End Game" ・ "Fearful Symmetry" ・ "Død Kalm"
"Humbug" ・ "The Căluşari" ・ "F. Emasculata" ・ "Soft Light" ・ "Our Town" ・ "Anasazi"
Season 3
"The Blessing Way" ・ "Paper Clip" ・ "D.P.O." ・ "Clyde Bruckman's Final Repose" ・ "The List" ・ "2Shy" ・ "The Walk" ・ "Oubliette" ・ "Nisei" ・ "731"
"Revelations" ・ "War of the Coprophages" ・ "Syzygy" ・ "Grotesque" ・ "Piper Maru" ・ "Apocrypha" ・ "Pusher" ・ "Teso Dos Bichos" ・ "Hell Money"
"José Chung's From Outer Space" ・ "Avatar" ・ "Quagmire" ・ "Wetwired" ・ "Talitha Cumi"
Season 4
"Herrenvolk" ・ "Home" ・ "Teliko" ・ "Unruhe" ・ "The Field Where I Died" ・ "Sanguinarium" ・ "Musings of a Cigarette Smoking Man" ・ "Tunguska"
"Terma" ・ "Paper Hearts" ・ "El Mundo Gira" ・ "Leonard Betts" ・ "Never Again" ・ "Memento Mori" ・ "Kaddish" ・ "Unrequited" ・ "Tempus Fugit"
"Max" ・ "Synchrony" ・ "Small Potatoes" ・ "Zero Sum" ・ "Elegy" ・ "Demons" ・ "Gethsemane"
Season 5
"Redux" ・ "Redux II" ・ "Unusual Suspects" ・ "Detour" ・ "The Post-Modern Prometheus" ・ "Christmas Carol" ・ "Emily" ・ "Kitsunegari"
"Schizogeny" ・ "Chinga" ・ "Kill Switch" ・ "Bad Blood" ・ "Patient X" ・ "The Red and the Black" ・ "Travelers" ・ "Mind's Eye" ・ "All Souls"
"The Pine Bluff Variant" ・ "Folie à Deux" ・ "The End"
Season 6
"The Beginning" ・ "Drive" ・ "Triangle" ・ "Dreamland" ・ "Dreamland II" ・ "How the Ghosts Stole Christmas" ・ "Terms of Endearment"
"The Rain King" ・ "S.R. 819" ・ "Tithonus" ・ "Two Fathers" ・ "One Son" ・ "Agua Mala" ・ "Monday" ・ "Arcadia" ・ "Alpha" ・ "Trevor" ・ "Milagro"
"The Unnatural" ・ "Three of a Kind" ・ "Field Trip" ・ "Biogenesis"
Season 7
"The Sixth Extinction" ・ "The Sixth Extinction II: Amor Fati" ・ "Hungry" ・ "Millennium" ・ "Rush" ・ "The Goldberg Variation" ・ "Orison"
"The Amazing Maleeni" ・ "Signs and Wonders" ・ "Sein Und Zeit" ・ "Closure" ・ "X-Cops" ・ "First Person Shooter" ・ "Theef" ・ "En Ami" ・ "Chimera"
"all things" ・ "Brand X" ・ "Hollywood A.D." ・ "Fight Club" ・ "Je Souhaite" ・ "Requiem"
Season 8
"Within" ・ "Without" ・ "Patience" ・ "Roadrunners" ・ "Invocation" ・ "Redrum" ・ "Via Negativa" ・ "Surekill" ・ "Salvage" ・ "Badlaa" ・ "The Gift"
"Medusa" ・ "Per Manum" ・ "This is Not Happening" ・ "DeadAlive" ・ "Three Words" ・ "Empedocles" ・ "Vienen" ・ "Alone" ・ "Essence"
Season 9
"Nothing Important Happened Today" ・ "Nothing Important Happened Today II" ・ "Dæmonicus" ・ "4-D" ・ "Lord of the Flies" ・ "Trust No 1"
"John Doe" ・ "Hellbound" ・ "Provenance" ・ "Providence" ・ "Audrey Pauley" ・ "Underneath" ・ "Improbable" ・ "Scary Monsters" ・ "Jump the Shark"
"William" ・ "Release" ・ "Sunshine Days" ・ "The Truth"
Season 10
"My Struggle" ・ "Founder's Mutation" ・ "Mulder and Scully Meet the Were-Monster" ・ "Home Again" ・ "Babylon" ・ "My Struggle II"
Season 11
"My Struggle III" ・ "This" ・ "Plus One" ・ "The Lost Art of Forehead Sweat" ・ "Ghouli" ・ "Kitten" ・ "Rm9sbG93ZXJz" ・ "Familiar"
"Nothing Lasts Forever" ・ "My Struggle IV"