Over There: Part 2
Season 2, Episode 22
Over There Part 2
Airdate May 20, 2010
Written by Jeff Pinkner
Akiva Goldsman
J.H. Wyman
Directed by Akiva Goldsman
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Cast | Transcript

"Over There: Part 2" is the twenty-second episode of the second season of Fringe.


Sacrifices will be made and both universes may never be the same again after Walter and Olivia visit the "other side."


Walternate is informed of the original Walter Bishop's presence in the hospital, but William Bell
Over there part 2 fringe john noble and leonard nimoy

William Bell and Walter Bishop.

and Olivia Dunham manage to rescue him first. Walternate lies to Peter about the machine's real purpose, claiming that it can help heal the other world. Fauxlivia and Charlie Francis (Alternate Universe) are unable to capture Walter, but Fauxlivia sees a surveillance shot of Olivia and Walter and goes to confront Walternate.

Olivia vs. Olivia

Peter meets Fauxlivia, who drives him to his new apartment. Walter and Bell go to Harvard to collect equipment needed to return home and Walter reveals his intense dislike for him, considering him a selfish war profiteer while he was locked away for 17 years and is still broken inside. Bell reveals the parallel universe equivalent of himself died in a car accident as a young man. Olivia confronts Fauxlivia, who recognizes that Olivia has feelings for Peter. After a fight Olivia knocks Fauxlivia unconscious and disguises herself her by dying her hair. Peter discovers the machine is symbiotic and needs a particular human to control it: him. Olivia and an oblivious Alt-Charlie go to collect Peter to move him for his own safety. Olivia knocks out Alt-Charlie and reveals herself to Peter, as well as filling him in on the machine's real purpose and Walternate's intentions. Peter states he doesn't belong in the other world or Olivia's world. Olivia reveals her

William Bell.

romantic feelings for Peter (they kiss), making him decide to leave with her. They race to meet up with Walter and Bell at the Opera House, but Fauxlivia and a team of Fringe Commandos catch up with them there. Bell and Olivia hold off the assault while Peter and Walter set up the dimensional device to return home. Without a fuel source to power the device, Bell sacrifices himself to create a nuclear reaction using his body's unstable molecular state. Before dying he reveals that he took Walter's memories away at Walter's request, as Walter realized the type of person he was becoming. Walter tells Bell that he was wrong about him and forgives him.

Olivia captured.

Olivia, Walter, and Peter return home successfully. Peter tells Walter that he can't see everything from Walter's perspective yet, but Walter traveled into another universe twice to save him, which counts for something, so Peter forgives him. Olivia is revealed to actually be Fauxlivia infiltrating our side when she arrives at a typewriter communication station to await orders. The Olivia from our world is then seen in a military detention center on the Other Side. Walternate visits her, cruelly staring at her without speaking before leaving her in the dark isolation of solitary confinement.

Notable QuotesEdit

Olivia: Peter... you don't belong here.
Peter: No, I don't belong here. But I don't belong there, either.
Olivia: Yes, you do. I have thought of a hundred reasons... why you should come back. To--to fight the shapeshifters, to take care of Walter, to--to save the world. But in the end... you have to come back. Because you belong with me.

Walter: Peter... you are back now, aren't you? You're--you're not leaving again?
Peter: I'm trying to see this your way, Walter. I can't. But... you did cross universes twice to save my life. So that's gotta count for something, right?
Walter: Thank you, Peter. (Peter leaves) My son.

Olivia: Walter, can you walk?
Walter: I can dance if you like. They have absolutely fabulous drugs here, Olivia.

Fauxlivia: What's she like?
Peter: Who?
Fauxlivia: Me.
Peter: She's a lot like you. Darker in the eyes, maybe. She's always trying to make up for something. Right some imaginary wrong. Haunted, I guess. (pauses) Maybe she's nothing like you at all.


  • In the background of the scene when Peter is talking to Fauxlivia it says red lantern red arrow while he was talking about subtle differences in the two universes. The original comic story is called green lantern green arrow
  • September can be seen in the background inside the KGC when Olivia Dunham, Walter Bishop and William Bell discuss their next move.
  • The staff in the hospital Walter ends up in work with Windows 7, even if the technology is years ahead on the other side (as we learned in Peter (episode), where Walter shows a digital mobile to the military).
  • Although credited, Blair Brown (Nina Sharp) does not appear in this episode.
  • In a cut scene (Special on disk 6 in the DVD Box) Walternate drives in a car with Peter, listening to Violet Sedan Chair - 'Hovercraft Mother' and states that it's his favorite band with this being their 3rd album and his most favorite. Peter refers to the band as a somewhat soundtrack of his life but there would only exist one album on the other side which is TOTALLY explained in season 3 episode 10 'The Firefly' by the chain-reaction that Peter's existence on the 'blue side' caused the keyboader's son to die.


  • A camera hanging on a wire is visible on the windows reflection during a traveling shot of New York skyscrapers.
  • At the end, Olivia is switched with alternate Olivia before return to normal universe. So only Walter Bishop, Peter Bishop and alternate Olivia returns. But how, since Olivia was supposed to use her abilities to provide the return? But there was alternate Olivia instead her, who was not a Cortexiphan test subject. (William Bell served only as energy source.)


  • "Science Fiction/Double Feature" by Richard O'Brien
  • "New Sensation" by The B-52s


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