Grey Matters

Grey Matters

Season 2, Episode 10
Aired: December 10th, 2009
Written By: Ashley Edward Miller, Zack Stentz
Directed By: Jeannot Szwarc

Recaps: Fandom Wiki | Fringepedia | AV Club
Resources: IMDb | Wikipedia | Transcript
Listen: The Fringe Podcast | TFP Rewatch


This episode centers on three mental patients who mysteriously became sane again after shapeshifters from the parallel universe removed a piece of foreign tissue from each of their brains. This tissue is later revealed to have been taken from the brain of Walter Bishop years before. The fringe team of Olivia Dunham, Peter Bishop, and Walter investigate and face a new enemy, Thomas Jerome Newton, whose purpose is to decipher the missing parts of Walter's brain and find out how to move between universes.

Synopsis provided by the Fandom Wiki, Fringepedia, and Wikipedia.


This episode's glyphs spell:


Thomas Newton's goal was to get Walter to remember details about his portal between universes.
The glyphs from S2E08 - August refer to this episode and are now safe to read for those who have been avoiding spoilers.

Glyph symbol PGlyph symbol OGlyph symbol RGlyph symbol TGlyph symbol AGlyph symbol L
Glyph symbol P
Glyph symbol O
Glyph symbol R
Glyph symbol T
Glyph symbol A
Glyph symbol L


The Observer can be seen across the street as Olivia, Peter, and other FBI units go down to the men's restroom looking for Walter.



Previous Episode Clue

Signage in Chinatown in 'Snakehead' says "Ginseng Improves Memory!", foreshadowing the plot of 'Grey Matters' where pieces of Walter's brain are recovered to help restore his memories.

Previous episode clue

Next Episode Clue

Colorful butterfly drawings hung up at Dunwich Mental Hospital in 'Grey Matters' foreshadow Walter's discovery of Edina's permutation secret in 'Johari Window' when he captured a butterfly for Astrid that later seemed to change its appearance.

Next episode clue


  • Thomas Jerome Newton was named after the character played by David Bowie in The Man Who Fell to Earth.
  • Olivia pulled up a list of the frozen heads found in S02E04 'Momentum Deferred' and they were all marked with "2E204", a reference to the episode in which they were stolen. (Image 1)
  • William Bell used the alias "Dr. Simon Paris". From 1969 to 1971, Leonard Nimoy played a character called The Great Paris, himself a master of using aliases, in Mission: Impossible. Leonard Nimoy's middle name is Simon. And Auguste Simon Paris was a noted entomologist specializing in butterflies, a symbol that appears multiple times in Fringe.
Item of interest: Frozen head list
Image 1
Frozen head list


Deleted Scenes
Behind the Scenes


Fringe Division case file
Fringe Division case file: Grey Matters


Walter ate some pudding, had some tea, and had a craving for chicken wings.
Walter's Food: Pudding cup
Pudding cup
Walter's Food: Tea


A visualization of all the ways this episode connects to other episodes. Scroll down to see the actual connections.
Connection chart: Grey Matters


S2E09 - Snakehead

  • Walter implanted a tracker in his neck in "Snakehead" which is used in "Grey Matters". (Image 1, 2)
Connection: Tracking fob
Image 1
S2E09 - Snakehead
Tracking fob
Connection: Removed tracking chip
Image 2
S2E10 - Grey Matters
Removed tracking chip

S2E15 - Peter

  • Walter thought of Peter when he saw the image of a coffin in "Grey Matters" because his Peter died in "Peter". (Image 1)
  • Newton (in "Grey Matters"):
    "I know why you built it, the door. I know what you lost. Now, are you going to pretend that you're willing to lose him again?"

    Newton was referring to the events of "Peter" where Walter's Peter died and Walter crossed universes to kidnap another Peter.

Connection: Coffin image
Image 1
S2E10 - Grey Matters
Coffin image

S2E20 - Northwest Passage

  • In "Northwest Passage" Peter said that the bad guys removing brain parts was like a case he previously worked, the case in "Grey Matters".

S2E22 - Over There (Part 2)

  • A flashback at the end of "Grey Matters" revealed that it was William Bell who removed the pieces of Walter's brain. In "Over There (Part 2)" Bell said he removed the pieces at Walter's own request due to fears about the man he was becoming. (Image 1)
Connection: Bell as Dr. Paris
Image 1
S2E10 - Grey Matters
Bell as Dr. Paris

S3E10 - The Firefly

  • Walter wanted to listen to his favorite band Violet Sedan Chair in "Grey Matters". Roscoe Joyce, their keyboard player, is the subject of "The Firefly".

S3E20 - 6:02 AM EST

  • Newton (in "Grey Matters"):
    "On my side, the trees died long ago. And the same thing killed the grass. They call it 'The Blight'."

    Similar phenomena started happening in "6:02 AM EST". (Image 1)

Connection: Blight phenomena
Image 1
S3E20 - 6:02 AM EST
Blight phenomena

S4E19 - Letters of Transit

  • In "Grey Matters" Walter's brain pieces were stored the heads of living people. In "Letters of Transit", in the altered timeline, they were stored in Massive Dynamic. (Image 1)
Connection: Walter's brain pieces in Massive Dynamic
Image 1
S4E19 - Letters of Transit
Walter's brain pieces in Massive Dynamic

S4E22 - Brave New World (Part 2)

  • William Bell (in "Brave New World (Part 2)"):
    "Walter, this was all your idea. Peter died -- twice. You hated God. 'What kind of God would cause so much suffering?' That's what you said. So much pain. You decided to create a universe that would operate by your rules. And then, when you realized that you were smart enough to do it, you got scared. You asked me to cut out a portion of your brain."

    William Bell removed pieces of Walter's brain at Walter's request as seen in flashbacks in "Grey Matters".


S5E01 - Transilience Thought Unifier Model-11

  • Astrid (in "Grey Matters"):
    "Why would someone do that, Walter -- make someone crazy?"
    "Any number of reasons. It would make them insusceptible to interrogation."

    In "Transilience Thought Unifier Model-11" Walter's brain was partitioned to keep Observers from reading his mind and learning his plan to combat them.