"Gray Matter" is the fifth episode of the first season of Breaking Bad and the fifth episode overall.



1x05 - Meeting Badger

Jesse Pinkman, wearing jacket and tie, interviews for a job at Arroyo Realty but bails upon discovering that the job would require him to wear a full-body costume advertising the same realty company. He comes across an old friend, Badger, wearing the costume, and they smoke a joint together in an alley. Jesse says he's thinking of retiring from the crystal business. Badger offers to partner up if he ever gets back in.

Act I

Walter White and Skyler White attend a birthday party for Elliott Schwartz, Walt's graduate school buddy and former business partner. Walt congratulates Elliott for securing a patent, and he and Skyler greet Elliott's wife, Gretchen Schwartz. Gretchen is the woman who was Walt's lab partner when he was studying the composition of the human body as a young man. In Elliott's wood-paneled library, Walt views a framed Scientific American cover story titled "Gray Matters." Later, Farley introduces Walt to a few other scientists as a "master of crystallography" who made major contributions to the discoveries that led to Elliott's successful technology company, Gray Matter Technologies. Walt's "the 'White' in Gray Matter." "Schwartz" is similar to schwarz, which means "black" in German. When asked which university Walt teaches at, he hesitates to answer, instead taking a sip of his champagne.

1x05 - Gray Matter 2

Elliot with a package of ramen.

Walt and Skyler cringe as Elliott begins to open his presents in front of the guests, nervous that the gift they brought will not compete with those of the party's well-heeled guests. One present is a Stratocaster guitar autographed to Elliot by Eric Clapton. Walt and Skyler's gift is a package of ramen. "I love it," Elliott says, recalling how he and Walt survived on this exact brand of ramen as struggling grad students.

Later, while reminiscing about old times, Elliott offers Walt a job. When Walt declines, Elliott assures him the company has excellent health insurance. Walt slams the door as he and Skyler leave the party. "You told him about the cancer, didn't you?" he asks Skyler, accusing her of putting Elliott up to paying for his treatments.

Act II

1x05 - Gray Matter 3

Jesse and Badger in the RV.

Over breakfast the next morning, Walt and Skyler glare at each other. No one speaks. Jesse shows Badger the RV that Jesse and Walt outfitted as a mobile meth lab, and the two head out to the desert to make meth. Badger clowns around while Jesse cooks.

On a weekend evening, Walter White Jr. and two friends stand outside a convenience store waiting for a likely prospect to buy them beer. The friends bolt when a guy that Walter Jr. approaches turns out to be an off-duty cop. A bit later, the cop tells Walter Jr., now in a car, that he's gotten his "first and last warning. You're lucky you've got a good dad here." Walter Jr. turns to Hank Schrader, who says, "Not cool." Walter Jr. thinks he means the beer, but Hank says he's talking about Walter Jr. calling him instead of his father. Hank takes Walter Jr. home and theorizes to Skyler and Marie Schrader that Walter Jr. is acting out because of Walt's illness: "First the pot, then this."

"The pot?" Skyler asks. She clears up the confusion about her earlier conversation with Marie, "I wasn't talking about Walter, Jr. I was talking about Walt," she says, adding that her husband hasn't been in his right mind lately. "Why would anyone choose not to do treatment?" she asks. "Especially when it's completely paid for?" Skyler suggests they sit Walt down so everyone can voice their concerns.

Out in the desert, Jesse holds up some crystal and frowns. "It's not supposed to be cloudy." Badger protests when Jesse tosses out the batch. "Our customers expect a certain standard," Jesse says. "We'll just do it again until we get it right."


Walt returns home. Skyler, Marie, Hank, and Walter Jr. sit in the living room. "Please have a seat and join us," says Skyler.

Jesse cooks and tosses out a few more batches. When he announces, "We can do better," yet another time, Badger scuffles with him over the rejected meth, furious at his wasting the Pseudo that Badger had worked hard to obtain. Jesse pushes Badger out of the RV and drives away.

1x05 - The talking pillow

Skyler and the "talking pillow".

Skyler says she can't understand why Walt's refusing treatment, which is not in his or his family's best interest. Walt asks to respond, but she says everyone else gets to speak first and hands Hank the small "talking pillow" she's been holding. It's his turn. He compares Walt's cancer to being dealt a bad poker hand until Marie asks what the hell he's talking about. Hank switches to a baseball metaphor — "It's the bottom of the ninth" — before finally blurting out, "I'm with your old lady on this one. I say take the money and run." Walter Jr., who's next, calls his dad a "pussy." Holding his crutch, he adds, "All this stuff I've been through. And you're scared of a little chemotherapy?" Marie says she thinks Walt should do whatever he wants to do. "You told us to be honest," Marie replies when Skyler objects. The sisters argue until Hank requests the pillow. He now agrees with Marie, that maybe Walt just wants to die like a man. "I don't want him to die at all!'" screams Skyler. Walt finally gets the pillow. "All I have left is how I choose to approach this," he says, asking what good is it if he survives a little longer but is too sick to work, enjoy a meal, or make love. He hates the thought of Skyler remembering him this way. "Sorry," he tells her. "I choose not to do it."

Act IV

1x05 Gray Matter 4

Walt returns to Jesse's house.

The next morning, Skyler's already out of the bed when Walt wakes up. He smells her pillow, touches the baby and cancer books on her nightstand. Opens her skin cream and sniffs it. He walks into the kitchen and puts his arms around her waist and says, "I'll do the treatment." In the treatment-clinic's reception room, Skyler tells Walt she can pay by credit card. "Elliott will send a check, right?" "I will take care of it," Walt replies. As Walt parks his car later that day, his cell phone rings. By the phone number Walt presumes it's Elliott, but it's Gretchen, who tells him he has to accept the money, that it's half his. "Even the name of our company, it's half yours," she says, before asking, "Walt, is this about you and me?" Walt says he appreciates the offer, but lies and says his insurance has come through after all. Walt gets out of the car and walks over to Jesse's house. "Want to cook?" he asks Jesse.

Official Photos


  • Uncensored on home video. Badger says, "No, don't you fucking think about it."
  • This episode introduces Badger.
  • According to Walt and Elliot, the Yum Good Ramens were 10 for $1.99, sold at Ralstow's next to the Sternos.
  • This is the first of many episodes Vince Gilligan has not written.
  • Betsy Brandt said that the intervention scene was one of her favorites because it had everything mixed into one scene (comedy, drama, etc.).
  • The scientist who asks Walt what university he teaches at is played by Bill Allen ("Cru Jones") star of the 1986 BMX movie RAD. Funny enough, shirts with "Breaking RAD" printed on them are for sale online, picturing Walter Whites head on a Cru Jones body and BMX bike.




  • William Sterchi as Manager
  • Marc Mouchet as Farley
  • Kiira Arai Sniegowski as Server
  • William Allen as Scientist
  • Loren Haynes as Music Producer


  • William T. Johnson as Neighborhood Boy

Filming Locations

  • Jesse goes to apply for a job at Arroyo Realty, the office he goes to is at 225 Gold Ave SE (as of 2016 the office is available for rent).
  • The scene where Walt Jr gets caught trying to buy beer and Hank comes to pick him up was filmed at the Tri-H Gas & Go Convenience store located at 225 Yale Blvd SE. (As of 2016 the parking bricks are white, and the propane tanks are gone) but you can see the Family Dollar across the street in the scene, the gas pumps to the side of the building and the long sign on the front window that let you know this is the right place.

Featured Music

  • "Deixa Pra La" by Bronx River Parkway (as Skyler & Walt arrive at the party and Walt sneaks into Elliott's library)
  • "Más y Más" by Bronx River Parkway (as Walt returns to the party and talks with Farley and others)
  • "Koop Island Blues (feat. Ane Brun)" by Koop (while Walt & Elliott talk)
  • "Uh" by Fujiya & Miyagi (while Jesse and Badger cook)
  • "Simple Black Lines in a Diagram" by Empusae + Nick Grey (playing an unknown remix version as Jesse kicks Badger out of RV and goes away)
  • "Unknown Track #1" by Unknown Artist (while the White family wait in the doctor's reception)
  • "Unknown Track #2" by Unknown Artist (as Walt undergoes PET/CT scan)
  • "Unknown Track #3" by Unknown Artist (as Walt drives to Jesse's house at end of the episode)

Memorable Quotes

"All right, I’ve got the talking pillow now. Okay? We all, in this room, we love each other. We want what’s best for each other, and I know that. I am very thankful for that. But what I want, what I need, is a choice…. Sometimes, I feel like I never actually make any of my own–choices, I mean. My entire life, it just seems I never, you know, had a real say about any of it. Now this last one–cancer–all I have left is how I choose to approach this…. Skyler, you’ve read the statistics. These doctors talking about surviving. One year, two years, like it’s the only thing that matters. But what good is it to just survive if I am too sick to work, to enjoy a meal, to make love? For what time I have left, I want to live in my own house. I want to sleep in my own bed. I don’t want to choke down thirty or forty pills every single day and lose my hair and lie around too tired to get up and so nauseated that I can’t even move my head. You cleaning up after me? Me–some dead man, some artificially alive, just marking time? No. No. And that’s how you would remember me. That’s the worst part. So that is my thought process, Skyler. I’m sorry. I just–I choose not to do it."
―Walt confesses his true emotions to Skyler and his family.