Flynn backs off when something happens. Oh, this is not good. This can't be good. What is happening?!

"Peter? Hey, what, what are you doing? Wait! You can't change in here, someone's gonna hear you!"

He doesn't know if that's true or if Simone soundproofed the place but he really doesn't want to take the chance that Peter jumps through the nearest window. Especially not when it's about to get bright outside.

"Come on, calm down. It's okay!"