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For the fallen archangel known as "First of the Fallen", see Satan.
"There are waters in Nanda Parbat. They've permitted Ra's to live for over a hundred years. And in rare instances, told in legend, those waters have been used to restore the dead to life. He offered to use the Lazarus Pit on Thea, didn't he?"
Malcolm Merlyn to Oliver Queen

"The Fallen" is the twentieth episode of the third season of Arrow, and the sixty-sixth episode overall. It aired on April 22, 2015.



The episode opens with Thea on the floor, clinging to life after Ra's' attack. Oliver gets to her and rushes his sister to the hospital. Thea briefly flat lines, but doctors are able to bring her back. Later the doctors tell Oliver that while Thea is technically alive, she may not ever regain consciousness and asks him to consider taking her off life support. Malcolm arrives at the room and weeps at Thea's side.

In our Hong Kong flashback Oliver, Maseo, and Tatsu watch General Shrieve arm the bioweapon.

Diggle and Felicity arrive at the hospital and try to comfort Oliver. He looks out the window and sees purple smoke. He tells them "he's won". Oliver goes to Maseo, who tells him that if he becomes the next Ra's, the current Ra's will save Thea. There are apparently special waters in Nanda Parbat that can bring back the dead. Malcolm says that if even if Thea is brought back to life, she will be fundamentally changed.

Felicity asks Palmer if they can use his jet to bring Thea to Nanda Parbat. He tells her that he now realises she still has feelings for Oliver. She doesn't deny it.

Against Malcolm's wishes, Oliver, Malcolm, Diggle and Felicity head for Nanda Parbat in Palmer's plane.

In the flashback, Oliver, Maseo and Tatsu pursue the truck carrying the bio weapon in a stolen car. He and Tatsu take control of the truck but find the weapon is missing.

The party arrives at Nanda Parbat and find Ra's and the entire League waiting for them. A ceremony begins and Thea is lowered into the waters. Within moments she comes flying out, acting almost like a wild animal. She is sedated and Ra's tells Oliver it's time for him to fulfil his end of the arrangement. When Thea wakes up she doesn't recognize Oliver, but she immediately calls Malcolm "dad". Both Malcolm and Felicity think what they've done is wrong.

Felicity Smoak and Oliver Queen in Nanda Parbat

Felicity Smoak and Oliver Queen in Nanda Parbat.

Felicity tells Ra's she and her friends are not going to let this happen to Oliver. Ra's tells her that she needs to tell Oliver how much she loves him, followed by "good-bye".

Felicity tries to remind Oliver how much good he's done, followed by expressing her love for him. They kiss and begin to undress.

In the flashback, one of Shrieve's men tells them the weapon is in a food cart.

Felicity and Oliver share a drink. She immediately apologies, and Oliver loses consciousness. She says "i can't lose you. I won't". Diggle and Malcolm think she's made a huge mistake, and there's no way they can get out alive. Malcolm suggests their only chance is through the catacombs. As they fight their way out, Maseo decides to help them by suggesting the best way out. They end up surrounded by league soldiers, but Oliver gets them to stand down by telling them he's the heir to Ra's and will return. He put the rest of them on the plane and says he must stay behind.

A confused Thea wakes up the next day and Malcolm explains what happened with her brother and the League. Felicity is tasked with telling Laurel that Oliver will not be returning.

Oliver warns Ra's to leave his close friends alone. Maseo then confesses to helping Oliver and offers Ra's his life. Ra's spares him, in part because Oliver will need him during the transformation process.

In the flashback, Oliver, Maseo and Tatsu end up in a huge fight in the market. But ultimately the vial is launched up in the air and smashes into the ground.

A cleansing ritual to wipe out Oliver Queen's past begins. He is given a large brand on his back. Moments later we see him in the garb of a League of assassins member.


Main cast[]

Special guest star[]

Guest starring[]



  • The "Fountain of Youth" is revealed actually as a Lazarus Pit.
  • Oliver finally accepts Ra's al Ghul's offer to become his successor, officially becoming a member of the League of Assassins and is renamed "Al Sah-him", Arabic for "the Arrow".
  • After becoming a member of the League, Ra's brands Oliver with an arrowhead on his back, which is revealed to be the same arrowhead used for the title card of Season 3.
  • Felicity finally admits her love for Oliver in this episode.
  • During a flashback sequence, Oliver, Tatsu, and Maseo interrogate a soldier with the name "Bamford" on his jacket. This is an homage to James Bamford, the stunt coordinator for the series.
  • Katie Cassidy's appearance in the broadcast version of the episode was cut though she does appear in the promo pics.
  • Oscar Balderamma made his screenwriting debut. In addition, this episode marks Antonio Negret's first Arrow episode.
  • Ra's al Ghul's lecture to Felicity is very similar to the ending of "You Have Saved This City", with it bordering on foreshadowing:
    • "You know, many lifetimes ago, I loved a woman immeasurably. And she loved me. And we had a son and then a daughter, and for many years, I felt I was the most fortunate man in the world. My life was bliss. And one night, a man came to my door and he gave me a horrible choice-- to leave without saying a word to them, or to stand and watch them tortured and then killed. And I left without a farewell. And to spare them pain, I endured an agony worse than death."


  • In the flashbacks, the car Oliver steals has the wrong side driver's seat for cars in Hong Kong.
    • This car may be from mainland China, however, as cars from mainland China can cross into Hong Kong with the driver's seat on the left provided that they have a Hong Kong license plate.


Preparation began February 23, 2015 and ran until March 3, 2015. Shooting began March 5, 2015 and ran until March 13, 2015.[1]


Behind the scenes[]