This article is about the Season 10 episode. You may be looking for the five-part mini-series.

Red vs. Blue Episode
"Out of Mind"
Epsilon-York and Carolina
Episode no. 12
Airdate August 27, 2012
Running time 8:59
Writer(s) Miles Luna

Red vs. Blue Season 10
May 28, 2012 - November 5, 2012

  1. Revenants
  2. Heavy Metal
  3. Follow the Leader
  4. Turbulence
  5. The New Kid
  6. What's the "I" Stand For?
  7. Oversight
  8. Fall From Heaven
  9. Fighting Fire
  10. C.T.
  11. Out of Body
  12. Out of Mind
  13. Greenish-Blue With Envy
  14. New and Improved
  15. Three's a Crowd
  16. Happy Birthday
  17. Remember Me How I Was
  18. Change of Plans
  19. Party Crasher
  20. Reckless
  21. True Colors
  22. Don't Say It

Out of Mind is the twelfth episode of Red vs. Blue: Season 10 and the 214th episode overall. It aired on August 27, 2012.


Red TeamEdit

Blue TeamEdit

Project FreelancerEdit




Carolina & Epsilon

At an abandoned fortress, Carolina arrives at the site of York's death, where she sadly apologizes for not listening to him years before. When Epsilon accidentally reveals himself, Carolina reveals that she does not trust him nor the other Reds and Blues, due to the fact that her fellow Freelancer teammates lied, stole, and kept dark secrets, despite her strong bonds with them. However, Epsilon is unfazed by her attempts at frightening him and merely retreats back into her Mongoose.

Sarge, Grif, Simmons, and Tucker inside temple

At the desert, Grif complains about his insomnia, having continually stuffed food into his mouth thanks to his nervous habit. Tucker expresses his confusion as to how Grif was able to acquire potato chips in the middle of the desert. Sarge then tells everyone to calm down as Epsilon told them to stick together, though Grif points out that Caboose has disappeared.

Back at the fortress, Epsilon suddenly acts as Epsilon-Delta and plays some of York's old journal entries from his memory logs, to which Carolina listens.

Epsilon-York talks with Carolina

In the first few entries, York expresses his feelings for Carolina and even reminisces about the time they first met each other. He also excitedly states that he had intercepted some messages from Project Freelancer about a certain female Freelancer that was causing trouble for them, leading him to believe that Carolina was still alive. However, the entries end with York unenthusiastically realizing that the reports were leading to Tex, who was still missing along with Omega. Carolina asks Epsilon why he showed her the entries, and he explains that he, like her, knows what it's like to chase ghosts.

Outside the temple, Washington watches the sun set over the desert as Caboose makes a poor attempt to sneak up on him. Wash tells him that he is not spying correctly and Caboose replies that he believes he can trust Wash to keep it a secret, since they are friends. Caboose then walks off, leaving Wash to ponder over his statement.

Carolina and Epsilon return

Back at the island fortress, Epsilon soon gains Carolina's trust when he reveals that he has a large amount of information concerning the Director and other members of Project Freelancer. As a result, the two decide to go back to the desert to regroup with the others. Epsilon explains his distaste for being a Mongoose, and in response, Carolina paraphrases Tucker by saying he could say he "picked her up", much to the A.I.'s disgust.

Arriving back at the desert, Carolina, with a now implanted Epsilon in her head, tells the others that they are heading to Outpost 17-B in order to investigate the ship that crashed there, much to everyone's surprise.


Fade in to a beach. A portion of audio from the Out of Mind mini-series is heard in the background.

Tex: (voice over) Okay, I'll take the lead. Give me fifteen seconds, then follow. Sync?

York: (voice over) ...Sync.

Fade to the holographic lock and teleporter from Out of Mind.

Delta: (voice over) Fire detected. Cover recommended.

Tex: (voice over) Damn it! Damn! Cover, cover, cover!

A battle rifle is heard firing, with a scream of pain from York following. Fade to the fortress from Out of Mind.

Tex (voice over) York, are you okay?! How bad is it, D?

Delta (voice over) York will not survive.

Fade in to a blast mark in a corner of the fortress. Cut to Carolina staring at it.

Carolina: I'm sorry, York.


Carolina: Sorry I didn't listen. I just...I don't understand. Why her? Why Tex?

Epsilon appears on Carolina's Mongoose which is not far behind her.

Epsilon: Tex?

Carolina turns around and notices Epsilon.

Carolina: You.

Epsilon: Ah, shit.

Carolina walks over to Epsilon.

Carolina: Let me guess, just... wanted some information.

Epsilon: Carolina I don't-

Carolina: You don't have a clue, do you? You and your friends just think I'm some blood-thirsty merc with a bad attitude. But you know what? You're wrong. I'm much worse.

Epsilon: Look, you go and round up everyone I know just to bring me back, and then you keep us all in the dark? What the hell did you think was going to happen, Carolina? Of course no one trusts you!

Carolina: Well I don't trust them, Epsilon. I don't trust anyone anymore.

Epsilon: Oh, why not? Because having friends would ruin the whole "psychotic loner bitch" thing you got going on? 'Cause that would be a real shame.

Carolina: It's because I had a team once.

Flashbacks begin to appear of all of the Freelancers during events from Season 9.

Carolina: A team with the best training, the best equipment, and despite everything that they had that made them the best, they still lied, and stole, and tore each other to pieces! So you tell me: How the hell am I supposed to trust a rag-tag team of idiots when I couldn't even trust the people that were close to me?!

Epsilon looks away for a brief moment and then vanishes.

Carolina: That's what I thought.

Fade to black. Cut back in to Grif, Simmons, and Tucker inside the temple at the desert.

Grif: I never thought I'd say this, but I can't sleep.


Simmons: Yes, we know! You've been shoveling food into your mouth for an hour!

Tucker runs up behind Grif.

Tucker: Yeah, what's up with that?

Grif: It's a nervous habit, okay?

Tucker: No: where the fuck does someone find potato chips in the middle of the desert?!

Sarge: Ah, quit your complaining. Carolina is probably miles away by now. The only thing we've got to worry about are sand fleas...and that other highly trained operative on patrol outside.

Tucker: Wow. You have a way with words that just immediately makes me want to kill myself.

Sarge: Look, it's like your little fairy friend said.

Tucker: I thought Donut was your friend?

Simmons: He means Church.

Sarge: All we've got to do is stick together, and everything will be just fine.

Grif: Well somebody probably should've told Caboose that, 'cause he's gone.

Fade to a lighter on the floor of the island fortress with the Club Errera symbol on it. Epsilon appears on the Mongoose again, albeit very distorted.

Epsilon: C-C-Carolina?

Carolina: I'm done talking to you.

Epsilon: Carolina, I think I found something you might want to s-see.

Carolina: Really? What might that be?

Delta appears in Epsilon's place.

Epsilon-Delta: A memory.

Carolina: Delta?!

Epsilon-Delta: We must be brief. Epsilon is struggling to remember.

Carolina: Remember what?

Epsilon-Delta vanishes

Carolina: Delta? Delta, please don't-

A holographic image of York appears, glowing green. Delta can also be heard speaking with holographic York off screen.

York: Good evening, beautiful people. It's a lovely Monday night and I'm here with another adrenaline pumping journal entry, courtesy of our good friend, Delta.

Carolina: It can't be.

Delta: (off screen) York, please, documentation is an important part of-

York: Yea, yeah. Jimminey Christmas forgive me for trying to lighten the mood. So today, I intercepted some interesting messages from our good friends over at Project Freelancer. It sounds like someone is causing them a bit of trouble. Old news, I know. Old news. But here's the interesting part; D, give me a drum roll please.

Delta: (off screen) I would prefer not to.

York: They said she, she as in a lady. Not Wyoming. Not Maine. But a former female Freelancer has suddenly popped up on the PFL radar. And if you know me, then you know my money's on the gal in the greenish-blue-seafoam-green-turquoise- whatever it is- armor. Well at least, if I had any money.

York vanishes

Carolina: (runs forward) Wait!

York reappears again with a different entry.

York: Still no ID on our female trouble maker. But given what I know about South's last location, fairly certain the odds are in my favor.

Delta: (off screen) Again, I must point out that from a statistical standpoint, the odds of Agent Carolina-

York: -In other news, hurricane Delta continues to rain on my parade.

York vanishes and reappears again

York: So when I finally see her again, I think I've narrowed my lines down to like, two options, okay? Here they are: One, hey there Carolina, if I said I like your armor, would you hold it against me? Or two-

Delta: (off screen) York, please focus.

York: What? Pickup lines are important. Did I ever tell you about how we met? See, I was out one night with my buddies...they abandoned me at some ridiculous nightclub, I think it was called...

York and Carolina: (simultaneously) Errera.

York: So I'm just sitting there at the bar, bored out of my skull, and I'm flicking this lighter off and on. Then from out of nowhere, she walks up and just grabs the lighter, right out of my hands, and she goes-

York vanishes breifly, then reappears

York: Agent Foxtrot 12, journal entry 0424. Intercepted another transmission from command today. They have confirmed that... Agent Texas continues to evade their response teams. And she still does possess the Omega AI. Nothing more to report.

Delta: (off screen) ...York.

York: You know, D? I bet if I had opened up with a pickup line, I would've never seen her again.

Delta: (off screen) Why is that?

York: Because she probably would've busted my other eye.

Delta: (off screen) What would you have told her, York?

York: I would've told her...that I understand why she did what she did. I just wish she hadn't...I wish she could've learned to let things go. I guess I should too.

York vanishes for the final time; ending the journal.

Carolina: (to Epsilon) ...Why did you show me that?

Epsilon: Because... I know what it's like to spend your life chasing ghosts.

Cut to Washington atop the temple, staring into the sunset. Caboose is sneaking up behind him.

Caboose: Sneaking, sneaking, sneaking, sneaking.

Washington: Hello, Caboose.

Caboose: Hello, Agent Washington.

Washington: Caboose, you know you're supposed to be in the temple with the rest of your squad?

Caboose: Ummm, yes. Ummm well, ummm, but see ummm, I am spying on you.

Washington: And why are you spying on me, Caboose?

Caboose: Well since everyone is kind of scared of you and Carolina, we figured we should try to get as much information on you guys as possible. So um, where do you see yourself in the next 5–10 years?

Washington: Caboose, you do realize that when you spy on someone, no one's actually supposed to know you are spying on them.

Caboose: I know, I just figured that you wouldn't tell anyone.

Washington: Wait, what makes you think that?

Caboose: Oh, you know Agent Washington. I'm pretty sure that we could trust you. I mean, we are friends.

Caboose walks away. Washington stares back into the sunset.

Washington: Friends.

Cut back to fortress. Carolina is crouched in front of Epsilon.

Carolina: I don't understand...these are more than memories.

Epsilon: His journal entries were part of the data that Wash recovered and they stored them in his personal file. Which just so happens to be one of many folders that yours truly picked up the last time I visited a Freelancer facility. Not bad for a rag tag idiot, if I do say so myself. Feel free to start begging for my forgiveness whenever you feel like it, Carolina.

Carolina: Not happening.

Carolina stands up.

Epsilon: What, seriously?

Carolina: But, I will thank you.

Epsilon: Yeah, well, I'm pretty great.

Carolina: Church, the Director is still out there somewhere. And I need to find him. Not just for what he did to me. But for what he did to York, to Wash, to Maine, the twins- to all of them.

Carolina turns around to face Epsilon.

Carolina: And for what he did to you, Church. I guess I forgot, that, in a way, you were there alongside us too.

Epsilon: You know, the more memories I sift through, the more that sounds like a pretty damn good plan.

Carolina: Find anything that can help us out?

Epsilon: Yeah, it's a lot of stuff to remember at once, but I might be able to pull up some of the Director's logs if you gave me some time.

Carolina: Well, you'll have plenty of time on our ride back.

Epsilon: Yeah, well about that- hey is there anyway we could get back to the others that doesn't involve me carrying you?

Carolina: Haha, wow Church. I didn't know an AI unit could get so, easily embarrassed. Tell you what, just tell your friends that you "picked" me up. How does that sound?

Epsilon: Remind me to never let you talk to Tucker again.

Cut to Sandtrap. Carolina returns riding on her mongoose between the Reds and Blues.

Carolina: Alright people, pack it up. We're moving.

Grif: Where to now?

Carolina: There is an old ship that crashed into a Freelancer outpost a few years back.

Washington: Outpost 17-B?

As Carolina walks away from the Mongoose, Caboose hurries over to it.

Simmons: You mean we're going back to Valhalla?

Sarge: Back to our own base?

Caboose turns away from the Mongoose at the sound of Epsilon's voice, which is coming from Carolina's direction.

Epsilon: That's right assholes! You're finally going home! And you're taking us with you!



  • This episode was written by Miles Luna, writer and director of the follow-up saga to Season 10, The Chorus Trilogy.
  • This is the first episode of Season 10 that does not feature any original-animated sequences. However, flashbacks from Season 9 do appear.
  • It is revealed in this episode that York and Carolina met each other prior to Project Freelancer. This episode also greatly displays the fact that York had feelings for Carolina and that she most likely felt the same way.
  • The nightclub York states he and Carolina met at is Club Errera, a nightclub featured in a level of Halo: Reach. The symbol for the nightclub can be seen on York's lighter.
  • Caboose disappearing from the temple is a reference to Called Up.
  • This is the third time Epsilon has appeared as Epsilon-Delta.
  • Because Relic is a map from the Halo 2 engine, Carolina, her Mongoose, Epsilon, and York had to be added in during post production.
  • York's attempt at saying Carolina's armor color is a reference to the previous episode, where Tucker tries to come up with a reason for Carolina to talk to him instead of Epsilon. It is also a reference to Tucker's failure at identifying said armor color.
  • This episode's title is a reference to the Red vs. Blue mini-series Out of Mind, by having the main setting at the location of York's death, as well as featuring audio from the mini-series at the beginning of the episode.
  • During York's holographic recording, he states that it was a "lovely Monday night". This may possibly be a reference to the fact that new episodes of Red vs. Blue are released every Monday.
  • This is the first portrayal of York in the Halo 3 engine, which is odd as all of York's journal entries would require the use of the Halo 2 engine to visually fit within chronology, coloring his forearms and thighs silver as opposed to his shoulders and head stripe.
  • This episode is very similar, story-wise, to Reconstruction: Chapter 12. Both episodes start off with a trustless Freelancer looking for answers. Then, Epsilon/Church tells the Freelancer some incidental history, while the Reds bicker about nothing. The trustless Freelancer gets worse and then Epsilon/Church indirectly passes on an influential message from Delta to this Freelancer. As a result of this message, the Freelancer decides to move the group to a significant location where answers can be found.


Red vs Blue Season 10 Episode 12

Red vs Blue Season 10 Episode 12

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