What Lies Below
Season 2, Episode 12
What Lies Below
Airdate January 18, 2010
Written by Jeff Vlaming
Directed by Deran Sarafian
← previous
"Johari Window"
next →
"The Bishop Revival"
Cast | Transcript

"What Lies Below" is the twelfth episode of the second season of Fringe.


When a man enters an office in Boston for a meeting, he becomes disoriented and collapses, only to have his veins erupt and spray blood everywhere. Shortly after Olivia and Peter arrive at the scene to investigate the bizarre case, it's discovered that a lethal virus - with deep ties to something very valuable - is spreading, so the CDC moves in to quarantine the building and eradicate the pathogens. Isolated inside with the rest of the exposed office employees, Peter and Olivia face life-threatening circumstances, sending Walter, Broyles and Astrid on a frantic search for a solution to save them.


In Boston, a visibly sick man named Radjan Vandenkemp from the Netherlands arrives on the sixteenth floor of an office building, only to collapse and die. The veins in his body erupt with blood, spraying surrounding witnesses. The Fringe team arrive on-site, and while interviewing the witnesses, Mike who rode up with the victim also becomes sick. The sick man attempts to leave the building, only to be stopped by Walter, who sees the man spray out blood and realizes there is a contagion. The building is quarantined with Peter Bishop, Olivia Dunham, and the rest of the witnesses still inside.

The CDC set up base outside the building, and soon clash with Walter, who wants some blood samples to take back to his lab at Harvard. As another witness, Linda the receptionist falls ill, the rest begin panicking that the virus is an airborne contagion. Olivia discovers that the Dutchman was an oil consultant who arrived to meet with Vincent Ames, one of the other office workers trapped in the building.

Walter explains that viruses have forms of "personalities," that influence their hosts to act in certain ways. He postures that the virus is not airborne after all, but needs more samples for further tests. Meanwhile, the infected receptionist is influenced by the virus, jumps out a window, and also scares Peter into falling into an infected pool of blood. The woman is sprayed with decontaminate spray, as Peter quickly rinses himself off. Knowing he is likely infected, Peter searches through the Dutch man's pockets, finding a set of car keys that contains a briefcase infected by the virus.

Walter continues his theory that the virus wants to escape the building, hence the Dutchman spraying out blood only when surrounded by people, and the receptionist jumping out the building to spread it further. The virus was found on a sample taken 10 miles below the earth, and may be 75,000 years old that was responsible for wiping out the Ice Age mammals. As a biohazard team enters the building to test people for the virus, a CDC official makes the order for the army to prepare for a "level six eradication" because they still do not know how to contain it.

After Peter manages to fake the test and hide his infection, he and Olivia begin leading a team of healthy people outside the building. Before he is able to leave however, his nose bleeds, clearly revealing he is infected. While the virus overtakes Peter's health and sanity, Walter becomes more and more distressed as he fears losing his son again, and accidentally blurts out that he "can't let Peter die again" to Astrid Farnsworth. Despite the threat of eradication and death, he and Astrid remain in the building to run further tests on the Dutchman. He realizes that sulfuric ash killed the virus thousands of years ago, and successfully finds a cure with some horseradish he found in the office break room.

The CDC agrees to allow Olivia to enter the building and re-turn on the air ventilation system and spread some fentanyl gas to gain time while the cure is synthesized. While inside Peter attacks her, but Olivia is able to turn it on, successfully knocking out the building's occupants. Everyone, including Peter, is given the cure. Astrid later approaches Walter and asks what he meant when he said he couldn't let Peter die again, to which he responds by saying "some things are better off left alone."

Notable QuotesEdit

Peter: I'm sorry.
Olivia: You weren't yourself.
Peter: It's lucky for me that you were.

Walter: When the Victoria, the last surviving ship, return to its harbor of departure after the first circumnavigation of the earth, only 18 of the original 237 men were on board.
Small Child: What happened to them?
Walter: They all died, young lady. Horrible and most likely painful death. You see, when you open new doors, there is a price to pay. Now imagine... tonight, you look under your bed, and, lo and behold, you find a monster! And you're immediately eaten. Now, if you hadn't looked for the monster, you wouldn't have found it and you'd still be happy in your beds, instead of being slowly digested in the stomach sack of the creature. But, with any luck, your sister or your brothers might have heard your screams, and your endeavor will serve as a valuable lesson to them.

Science Center Worker: May I help you?
Astrid: Yes, uh, I'm looking for someone who seems to have gotten lost.
Science Center Worker: Okay, what school is he from?
Astrid: He's not from any school. He's a man. His name is Dr. Walter Bishop.
Science Center Worker: Hmm, I see. A special needs individual.
Astrid: Heh, you have no idea.


  • The Observer is spotted about 2/3rds of the way through the episode. He is outside of the building and passes from right to left behind the CDC Field Director as he is talking with his assistant.
  • Although credited, Blair Brown (Nina Sharp) does not appear in this episode.
  • The X-Files connections: Besides the appearances of two actors with recurring roles on The X Files, namely Brendan Beiser, who played Pendrell and is here portraying Steve, and Megan Leitch as Elaine, who was Fox Mulder's sister Samantha in four episodes, the team is confronted with one of the X Files' main themes: Black oil; an alien virus inhabiting underground petroleum deposits and being able to take control over infected humans. This marks the at least tenth episode out of twelve so far in Season 2 in which an actor who worked on The X Files has a role in a Fringe episode.
  • In the graphic predicting the spread of the virus should it breach containment, most of the world turns red, indicating infection, however, Madagascar does not. This seems to be a reference to the games Pandemic 2 and Plague Inc. in which Madagascar is the hardest area to infect.


  • The Dutch driver's licence has some incorrect details: positioning of the information is off, and Dutch licenses never contain address information.
  • One of the red areas from which the infection spread in the simulation shown to Olivia is in central Quebec, north of Manicouagan Reservoir, in an area completely unpopulated. (another is in Thompson, Manitoba, an isolated town of ca. 13K inhabitants in the north of that province...).


This page uses Creative Commons Licensed content from Wikipedia (view authors).
Community content is available under CC-BY-SA unless otherwise noted.