Grey Matters
Season 2, Episode 10
Air date December 10, 2009
Written by Zack Stentz
Ashley Miller
Directed by Jeannot Szwarc
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Cast | Transcript

"Grey Matters" is the tenth episode of the second season of Fringe.


A Fringe investigation is triggered when a patient at a mental institution undergoes an impromptu brain surgery that unexpectedly leaves his brain exposed. Despite the unthinkable circumstances, the patient’s condition and sanity miraculously improve before the Fringe team arrives. While Agent Dunham and Peter Bishop scan surveillance tapes (and Walter enjoys his pudding), Olivia recognizes a familiar face as Thomas Jerome Newton, the leader of the “shape-shifters.” As similar cases stack up, the Fringe team heads back to the lab to determine exactly how patients are being cured. Walter’s brains are put to the test and William Bell resurfaces.


In a Boston mental institution, Thomas Jerome Newton (Sebastian Roché) performs brain surgery on a patient, Joseph Slater, who keeps repeating "Heather" "flowers in her hair", and a "girl in a red dress". Newton successfully removes part of his brain, but he and his team are forced to leave before they can seal the man's head back up. The fringe team of Olivia Dunham, Peter Bishop, and Walter Bishop arrive at the institution and learn that Slater's paranoid schizophrenia was apparently cured by the operation and that his brain is still structurally intact.

While viewing security footage, Olivia recognizes Newton, the leader of the Shape-shifters who was reanimated from a cryogenically frozen head. Astrid Farnsworth and Walter research the patient's physician, Dr Paris, and learns he set up an indefinite prescription fourteen years ago for Slater as well as two other patients in the same week. Peter and Olivia interview one of these other patients, Deborah Crampton, who constantly thought about the number 28, but was recently cured of her obsessive-compulsive disorder by Newton. She tells them she was originally sent to the hospital by Dr Paris for mild postpartum depression, and then her obsessive-compulsive disorder started soon after. Peter and Olivia also hear of a third patient who was mysteriously cured two days ago. Walter realizes that all the patients were given constant doses of organ transplant medication and that foreign brain tissue was stored in each of their brains.

Walter undergoes a CT-scan, and the team learn Walter had three pieces of his brain tissue removed from his Hippocampus. The pieces were then apparently stored inside the brains of the cured patients fourteen years ago. Knowing only Walter could comprehend the memories concerning how to open a portal to the Alternate Universe, the shape-shifters kidnap him. By the time the others find Walter, Newton has already learned what he needs to know and escapes. Olivia manages to stop their escape but is forced to choose between seizing Newton and saving Walter, as he has been given a lethal dose of a neurotoxin that will kill him unless Newton gives them the correct directions. Olivia chooses to save Walter's life, and Newton replies "Now I know how weak you are".

As Walter undergoes a follow-up MRI, he flashes back to a past surgery, where he is being operated on by William Bell (AKA Dr Paris), who removed Walter's brain fragments and hid them in the patients' to prevent anyone else from gaining the information.

Notable Quotes[]

Peter: Apparently Mr Gordon thought he was the actor Sydney Greenstreet, and went around quoting Casablanca. That's funny.
Olivia: What?
Peter: He looks a lot more like Peter Lorre. That's a joke.

Security Guard: Are you Dr Bishop?
Walter: Yes. And I'm perfectly sane.

Peter: Maybe some Valium would help.
Walter: You know, I don't do Valium nearly enough. That's a good idea. I'll have 50 milligrams, please.
West: Well, that... that's quite a high dosage.
Walter: I have quite a high tolerance.

Peter: Are you really trying to tell us that he is one of the heads they stole? Fine. Let's say for a second you're right. Frozen heads don't just get up and walk into places. I mean, the dead don't rise out of their graves and perform midnight brain surgery.

Walter: ...Peter? I have a terrible headache. ...and a sudden craving for chicken wings.


  • The Observer can be seen behind the white car as Peter and Olivia, along with an FBI team, go down to the men's bathroom after exiting their vehicles, while looking for Walter with the aid of the tracking device.
  • The X-Files connections: this episode has appearances of 3 actors who appeared on The X-Files in minor roles. Once again, the character of Smith is played by Roger R. Cross, who played 4 unrelated minor characters from 1994 to 1998, portraying respectively, Agent Rice, Lieutenant Brophy, Officer Green, and Private Kittel. The character of M. Rabel is played by Ken Kramer, who played 3 unrelated minor characters from 1994 to 1996, portraying respectively, Doctor Browning in Season 1's "The Erlenmeyer Flask," Doctor Ivanov in Season 2's "3", and Doctor Terrance Allen Berube in Season 3's "War of the Coprophages" (which itself was written by Fringe consulting producer Darin Morgan.)  The character of Deborah Crampton is played by Donna Yamamoto, who played 2 unrelated minor characters, Night Nurse in Season 2's "Soft Light," and Female Agent in Season 5's "Kitsunegari". This marks the ninth episode out of ten so far in Season 2 in which an actor who worked on The X-Files has a role in a Fringe episode.
  • William Bell uses the alias Dr Paris. From 1969 to 1971, Leonard Nimoy played a character called Paris - himself a master of using aliases - in Mission: Impossible.
  • Although credited, Blair Brown (Nina Sharp) does not appear in this episode.
  • As Peter, Olivia and Walter drive past the security guard at the beginning of the episode we see the license plate of the Lincoln Navigator, which is 1C3P01. This may have been seen before, but who does not love references?


  • When at the Bishop's house in Cambridge, Thomas Jerome Newton's device is on Walter's head but the needles have not pierced his head.


  • "Trinkle, Tinkle" by Thelonious Monk & John Coltrane


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