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You can either shoot me or trust me.Ed Mercer

Nothing Left on Earth Excepting Fishes is the fourth episode of the second season of The Orville. Captain Ed Mercer finds himself behind enemy lines when he crash-lands on an uninhabited planet. Meanwhile, First Officer Kelly Grayson questions why Gordon Malloy wants to take the Command Test.

The title is a reference to the song "A Puzzlement" from the play The King and I in which the King of Siam sings that unless people trust each other, there will be "nothing left on Earth excepting fishes."

Nothing Left Excepting Fishes is considered a spiritual sequel of the first season episode Krill. Not only does Nothing Left Excepting Fishes pick up where Krill left off, both episodes were directed by Jon Cassar and scored by composer Joel McNeely. The script was jointly written by executive producer Brannon Braga and science adviser André Bormanis.

Upon airing, the episode was praised by critics and fans alike for slowly building off of important character-driven episodes like Krill and Ja'loja to tell a dramatic story with an "open" ending. Over three million American households watched Nothing Left Excepting Fishes live[1] and it currently holds an 8.5 rating on IMDB, one of the highest of the show until that point.[2]


At the conclusion of Home, Fox aired a 30-second trailer for Nothing Left on Earth Excepting Fishes.


The Orville "Nothing Left on Earth Excepting Fishes"


Act 1[]

Lieutenant Tharl shows up for the night shift on the Bridge of the USS Orville in his workout sweats. After Commander Kelly Grayson asks him to change into his uniform, Captain Ed Mercer uncharacteristically allows him to stay in his clothes. Grayson notes that Mercer is in a more relaxed mood lately and then tells the bridge crew that they are assigned to a resupply mission to Epsilon 5. Helmsman Gordon Malloy grumbles that they are supposed to be exploring rather than delivering pizza.

Lieutenant Janel Tyler, the ship's dark matter cartographer, informs Captain Mercer that she has finished the dark matter survey he requested. She reports that it covers a radius of 25 parsecs. Captain Mercer then leaves his shift early to watch the classic movie The King and I with Tyler, for whom he has developed feelings.

Mercer tells Tyler his family taught him an appreciation for classic films and lets her borrow his jacket to keep warm. The two agree to reveal their relationship to the rest of the ship. Tyler invites Captain Mercer to visit an exotic planet on a holiday date, offering her services as a cartographer.

Act 2[]

Mercer begins telling his workmates, first his best friend Malloy and then Grayson. In the mess hall, Malloy says he supports any relationship that makes his friend happy and advises him to tell Commander Grayson.

Mercer visits Grayson's quarters and tells her that he is dating Tyler. Grayson tells him that she already knew. Ed also says that he and Tyler will take a small excursion to Sensoria 2 while the Orville continues on to Epsilon 5 under Grayson's watch.

In the morning, Mercer and Tyler depart by shuttle to Sensoria. While the two listen to Billy Joel's music and chat about toiletries he forgot to pack, their holiday is interrupted by the arrival of three Marauder-class Krill fighters. Mercer is shocked that the Krill are in Union space and Tyler cloaks the shuttle. However, the Krill fighters vent drive plasma that latches to the shuttle and exposes their position. The fighters easily disable the shuttle's engines, then a Krill destroyer seizes the shuttle by tractor beam.

Act 3[]

Grayson tells Second Officer Bortus that the crew will be joined by their new permanent Chief of Security next week. Malloy formally requests to enter the Shipmaster Qualification Program for a command position. Grayson approves his request though, privately, Bortus believes he will fail.

Trapped in a prison on the destroyer, a Krill prison guard tortures Tyler until Mercer gives the guards his Planetary Union command codes.

Meanwhile, Doctor Claire Finn performs a medical and psychological evaluation of Malloy, but the helmsman is anxious and thinks every image of a three-dimensional Rorschach blot test is unspeakably perverse. He refuses to continue and instead performs the command simulation.

Back on the destroyer, Teleya enters Mercer's prison chamber and reveals that she was Janel Tyler working undercover. She revels in his shock, then explains that she escaped the Planetary Union and enlisted as an operative to lure Mercer, seeking revenge for the murder of her crew. Teleya explains that she used trans-cellular micro-grafting to disguise herself as a Human; an extremely painful procedure but, once performed, can fool Union bio-scanners.

Suddenly, the ship is attacked by the Chak'tal. Mercer nabs a Krill hand weapon and knocks out a guard, taking the guard's Plasma Rifle. He flees the ship with Teleya just as Chak'tal soldiers begin slaughtering the Krill. The two flee by an escape pod to the surface of a nearby terrestrial world. Their pod crashes into a lake.

Act 4[]

Mercer awakens to find himself propped against a tree. He was knocked unconscious when they landed, allowing Teleya to grab his rifle. The pod contained a portable distress beacon, which can transmit a signal from high altitude. Teleya orders Mercer to carry the beacon to the mountain. When Mercer asks who attacked them, Teleya explains the Chak'tal are waging a punitive war upon the Krill for destroying one of their colonies. She describes the Chak'tal as enemies who never leave survivors. The pair begin their hike to the nearest mountain peak as the Krill destroyer explodes above.

Malloy attempts the simulation exercise of the Command Test which involves confronting a Krill captain who demands that the Union release prisoners. Despite being outgunned, Malloy claims he has a unique deflector screen capable of reflecting any attack, but the captain sees through his bluff and destroys his ship. Commander Grayson tells Malloy that he has yet to see a diplomatic solution to the problem. Malloy wants to try again but Grayson orders him to rest and try again the next morning: being a commander means knowing one's limits.

Hiking through the forest, Teleya admits she hated Mercer's films with the exception of Raiders of the Lost Ark because she confused the Nazi antagonist for the story's hero. Teleya says she will kill Mercer once they reach the mountain peak. Mercer admits that the command codes were a decoy, then asks if her romantic feelings for him were authentic. She responds that it was a deception; the persona of Tyler was crafted to appeal to his desires. She criticizes him for an unbalanced life, overworking to compensate for his failed marriage with Grayson.

Chak'tal soldiers soon catch up and the two hide under the trees. Mercer realizes the two cannot scale the mountain before dawn, and Teleya slowly admits they must shelter in a cave at the base of the mountain until night returns.

Act 5[]

Malloy tells Lieutenant Dorsett about the Command Test and she agrees to grab a drink with him. Grayson overhears the conversation and questions his motives. "Are you doing this to pick up chicks?" she asks. He admits it crossed his mind, but that he also wants to challenge himself. Grayson advises him to selflessly seek command.

In the cave, Mercer attempts to reason with Teleya that the Krill and the Union will need to work together else "there will be nothing left on Earth excepting fishes," quoting a lyric from The King and I. Teleya counters that he lacks a soul and does not follow the creator Avis. Mercer apologizes for the death of her brother Arnok. Teleya talks about Avis and her belief that Avis created the universe for the Krill's dominion. Mercer responds that species who discover interstellar technology tend to lose any belief in the superiority of their species, but the Krill find comfort in the myth of superiority. Irritated, Teleya mocks Mercer for falling in love with the "myth" of Janel Tyler. Mercer replies that she was real to him and that she underestimates how much of Tyler is in her, then they retire for the night.

The next morning, Mercer calculates that a day on the planet is equivalent to 23 days on Earth. If they are to survive, Teleya must allow Mercer to summit the mountain alone. Angry and distressed, she relents once he promises to return for her. Mercer climbs to the top and sends a message to the Orville, which sets course to the planet.

Act 6[]

Aboard the Orville, Bortus reports they are picking up a distress signal from Mercer on a Krill frequency. Grayson orders the crew to track the signal's coordinates and to jump into quantum drive.

Mercer returns to the cave but four Chak'tal soldiers have picked up his trail. He guides Teleya to the mountain peak for rescue, hiding her skin from the sunlight with his jacket.

The Orville approaches the planet and spots the wreckage of the Krill destroyer. Bortus and Malloy take a shuttle to the surface, tracking the signal to Mercer and Teleya. When Teleya sees their rescue shuttle is from the Union, she nearly kills Mercer but the Chak'tal open fire from below. Teleya gives him her gun, and he returns fire until they board the shuttle and escape.

Act 7[]

Ignoring Grayson's strong objections and the possibility of a court martial by the admiralty, Mercer releases Teleya back to the Krill. Inside the brig, he tells Teleya he is setting her free and allows her to contact her people. The bridge officers cannot understand Mercer's decision. "Why take the risk?" Malloy asks. "Lieutenant, that's command," Grayson replies.

Inside the darkened Shuttle Bay, Mercer and his crew hand Teleya over to the Krill. Before leaving, Teleya is dismisses his attempts to gain her favor, stating that he is "indulging in another fantasy." Mercer replies that "we can keep fighting each other or we can talk." As a farewell gift, Mercer gives "The Best of Billy Joel" to Teleya before she departs.

Mercer returns to the bridge to watch the Krill depart, then stares at the stars long after the ship is gone.


Nothing Left on Earth Excepting Fishes was jointly written by Brannon Braga and André Bormanis over a period of five weeks,[3] both of whom had written the Season 1 episode Into the Fold. According to Bormanis, he and Braga co-wrote several scripts for the season intending to "delve more deeply" into the lives of the crew, exploring "their interests, relationships, and histories" with particular attention paid to Ed and Kelly. Ultimately, their aim was to produce a "mind-bending" science-fiction plot.[4]

The crew wanted music and a movie from the 20th century, as opposed to something closer in time to the 25th century, because they felt that predicting the sounds of the future tended to sound "hokey" and silly. "Better to steer clear," creator Seth MacFarlane later reflected.[5]

Forest scenes were shot at Walt Disney Studio's Golden Oak Ranch near Newhall, California.[6] (This was the same location as the Bio-ship's interior ecosystem in If the Stars Should Appear.[7]) The mountain where Ed sends a distress signal is Rocky Peak, located in Rocky Peak Park, California.[8]

Preparing to air[]

The earliest direct reference to the episode came on April 13, 2018, when actress Michele Boyd announced she was cast.[9] The return of Chris Johnson as Cassius was revealed on IMDB on May 17, 2018.[10]

On December 21, 20th Century Fox published the title of this episode.[11]

Jon Cassar announced that he directed this episode in an interview with the Planetary Union Network one week before airing.[12]



Nothing Left on Earth Excepting Fishes was praised by fans for continuing the gripping Krill-Planetary Union saga started in Season 1. The episode was watched by 3.012 million American households, 0.73 million of which were ages 18 through 49.[1] It currently holds a rating of 8.5 on IMDB, the highest of Season 2 until that point, surpassing even Home, and one of the highest overall.[2]

Critical response[]

Nothing Left on Earth Excepting Fishes received overall leaning-positive reviews from professional critics. Jammer of Jammer's Reviews gave the episode two stars.[13] Some critics had surprising reactions. For example, Ryan Britt of Den of Geek, one of the more enthusiastic fans of The Orville, did not enjoy the episode;[14] yet Nick Wanserski of the AV Club, a moderate critic, enjoyed the episode very much, calling it "just good science fiction."[15]


  • The_Orville_Season_2_Gag_Reel

    The Orville Season 2 Gag Reel

    A composite video with outtakes from this, and other, Season 2 episodes.

    Outtakes and bloopers from this episode were compiled by the show's editors for the Season 2 wrap party and were published by the Planetary Union Network.[16]
  • Actor Scott Grimes (Gordon Malloy) and actress Adrianne Palicki (Kelly Grayson) announced their engagement on the day this episode premiered.[17]
  • When their trip to Sensoria 2 is waylaid by Marauder-class fighters, Ed says that there should not be Krill in that sector. However, Ed and Janel are not far from Krill territory. Ed earlier told Kelly that Sensoria is only a few light years from the Epsilon system, which was established in Old Wounds as bordering Krill space.
  • When asked what other classic movies were considered for Ed and Janel's movie night, MacFarlane quipped, "Garfield and Over The Top."[18]
  • The episode features two songs by musician Billy Joel:
    • "Don't Ask Me Why" plays during Ed and Janel's trip to Sensoria 2.
    • "She's Always a Woman" plays during the goodbye montage at the end of the episode.
  • Ed's (decoy) command code is Alpha Charlie 27 Gamma 42 Delta 6.
    • The phonetic alphabet is a mix of the NATO phonetic alphabet and the Greek alphabet as "Charlie" stands for the letter <c> in the former (the letter does not exist in Greek) and "Gamma" stands for the letter <g> in the latter (in the NATO phonetic alphabet, "Golf" is used).
  • Notice that when the Krill pick up Teleya from the Orville's shuttle bay, the bay's lights were dimmed considerably to accommodate the Krill's sensitive skin.
  • The cave was the same set as the grave tunnel in Identity, Pt. 1.[19]
  • As the interim episode between the departure of Alara Kitan and the debut of Talla Keyali, this is the first and so far only episode of The Orville in which no Xelayans are featured.
  • This episode introduces a minor change to the Union Fleet uniform; rather than being colored according to section, the outline and insignia of the badges worn on the left breast of the uniform jacket are now gray.
  • After shooting finished, the production crew asked actress Michele Boyd (Lieutenant Dorsett) to return as Palicki's body-double in Tomorrow, and Tomorrow, and Tomorrow.[20]
  • According to the Krillain text on the monitor of Janel Tyler, she is held captive in Cell Beta.
  • While Gordon flirts with Lieutenant Dorsett, the recurring character Alien Bartender makes a quiet cameo at the bar in the Mess Hall. Alien Bartender was a repeat background character in Season 1 played by make-up artist Dirk Rogers.
  • Forest scenes were shot at Walt Disney Studio's Golden Oak Ranch near Newhall, California,[6] the same location as the Bio-ship's interior ecosystem in If the Stars Should Appear.[7]


  • During the Command Test, Gordon says that the ship has "a crazy new deflector that'll bounce back anything you throw at us." His bluff and the scene are identical to The Corbomite Manuever from Star Trek: The Original Series. (The episode also seems to be the inspiration to the opening of If the Stars Should Appear.)
  • The story arc of Janel Tyler has been frequently compared by fans to Lieutenant Tyler on the show Star Trek: Discovery who was a Human Starfleet officer that was in fact an undercover Klingon spy.
    • The similarities were denied as anything more than coincidental by editor and associate producer Tom Costantino.[21]
  • Janel asks Ed, "What was that movie about the taxi driver?", referring to the 1976 drama Taxi Driver.
  • Ed and Teleya briefly refer to Teleya's brother, who died at Ed's hands while attempting "to destroy a colony of 100,000 people." The two are discussing events from the episode Krill:
    • Her late brother was Arnak, a tactical officer aboard the Kakov.
    • The colony in question is Kastra 4.
    • Ed destroyed the Kakov, killing Arnak and saving the planet, during the Battle of Kastra 4 in late 2419.


Episode titles[]

Title Language Translation
Une histoire de vengeance French "a history of vengeance"
Vertraue deinem Feind German "trust your enemy"
Ellenséges viszonyok Hungarian "hostile relations"
Sulla Terra non resteranno altro che i pesci Italian "on Earth, there will be nothing left but fishes"
戦士の報復 (Senshi no Hōfuku) Japanese "warrior retaliation"
На Земле останутся одни лишь только рыбы Russian "only fish will remain on Earth"
Lo único que quedará en la tierra serán los peces Spanish "all that will remain on the Earth will be the fishes"
На Землі не залишилося нічого, крім риб Ukranian "there is nothing left on Earth except fish"


  • Kelly states that the Orville's resupply mission is to the planet Epsilon 5 and Gordon asks, "Again?" But in Old Wounds, the crew's resupply mission was to Epsilon 2, not 5.
    • This mistake can be retconned by assuming there are multiple inhabited planets in the same Epsilon system and the Orville was sent on a resupply mission to Epsilon 5 offscreen.
  • Ed insists that Teleya's brother, Arnak, would have destroyed a colony of 100,000 people had the Orville not killed him. Ed's statement mistakenly places Arnak on the Yakar, a destroyer sent to bomb Rana 3, a planet of 100,000 Union colonists. Everyone on the Yakar died when Ed and Gordon changed the power of the ship's lighting to kill the crew. However, Arnak was not on the Yakar - he was on the Kakov when it was destroyed attacking Kastra 4.
    • This mistake can also be retconned by assuming that Kastra 4 also housed 100,000 people, and that the identical population s were merely coincidental.


Names and titles are as they appear in the credits unless otherwise noted. Actor Chad L. Coleman is listed in the episode credits as Klyden, but he does not appear.

Main cast[]

Recurring cast[]

Uncredited recurring cast[]

Guest cast[]


See also[]


  1. 1.0 1.1 The Orville:Season Two Ratings. TV Series Finale. Last accessed Feb. 27, 2019.
  2. 2.0 2.1 Episode List. IMDB. Last accessed Feb. 25, 2019.
  3. @SethMacFarlane. "From story breaking to final polish, roughly 5 weeks.". Twitter. Jan. 17, 2019.
  4. Bement, Colleen. "Get to know ‘The Orville’ and ‘Star Trek’ producer Andre Bormanis". Nerd Alert News. March 6, 2018.
  5. @SethMacFarlane. "Have you ever seen “future music” done in a non-hokey way by Hollywood? Better to steer clear.". Twitter. Jan. 17, 2019.
  6. 6.0 6.1 @SethMacFarlane. "Night scenes were filmed at Disney Ranch". Twitter. Jan. 17, 2019.
  7. 7.0 7.1 @KITST7LEN. "It also served as landscapes for the giant Bio-ship interior in the first season.". Twitter. March 30, 2020.
  8. @SethMacFarlane. "A very hot, dry place called Rocky Peak". Twitter. Jan. 17, 2019.
  9. @micheleboyd. "It’s all happening. 😍😁😍 #newbooking #actorlifebestlife @theorville #happymichele @danielhoffagency". Instagram. April 13, 2018.
  10. "Episode #2.3". IMDB. Last accessed May 17, 2018.
  11. The Orville. Fox UK. Last accessed Dec. 21, 2018.
  12. "PLANETARY UNION NETWORK: EPISODE 26". Planetary Union Network. Jan. 13, 2019.
  13. Epsicokhan, Jamal. "Nothing Left on Earth Excepting Fishes". Jammer's Reviews. Last accessed May 7, 2019.
  14. Britt, Ryan. "The Orville Season 2 Episode 4". Den of Geek. Jan. 21, 2019.
  15. Wanserski, Nick. "Ed is forced to confront the sins of his past on The Orville". AV Club. Jan. 18, 2019.
  16. THE ORVILLE SEASON 2 GAG REEL. Planetary Union Network. April 30, 2019.
  17. @AdriannePalicki. "So happy to spend my life with you @ScottGrimes #ido #iloveyou". Twitter. Jan. 17, 2019.
  18. @SethMacFarlane. "“Garfield” and “Over The Top”". Twitter. Jan. 17, 2019.
  19. "The Orville Official Fan Podcast w/ Kai Wener and Jon Cassar (32)". Planetary Union Network. Feb. 23, 2019.
  20. @micheleboyd. "Ray, when someone asks if you want to be an acting double for @palicki.adrianne on a spaceship, you say YES! 🚀🙋🏼‍♀️🚀 #TheOrville. . . (swipe for moar photos!) This was both incredibly challenging and incredibly fun. Adrianne has to play two characters the entire episode, and wanted an actor to play opposite her. After my appearance as Lt Dorsett earlier in the season, they asked if I would take it on. Of course I said yes. 😁 It wasn’t easy; I learned all the same dialogue for both parts just like a regular acting job and was interacting with the cast on set anytime both characters appeared together. Adrianne herself carries that episode incredibly well and I was blown away at how dedicated and professional she is on set. The technology made it look flawless on camera and I’m so glad I got to experience it first hand. 💖💖💖. . . #orville #theorville #theorvillefox #startrek #moredorsett #ltdorsett #dorsett #scifi #scifishow #scifitv #micheleboyd #actorlife #setlife #tvshow #actor #actress #acting #losangeles #entertainment". Instagram. April 19, 2019.
  21. "Tom Costantino Interview". 151 The Show. Jan. 20, 2019.