Breaking Bad Wiki
Breaking Bad Wiki

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



1x05 - Meeting Badger.jpg

Donning a jacket and tie, Jesse interviews for a job at a realty office but bails upon discovering that the job requires him to wear a full-body costume advertising their services. He comes across an old friend, Badger, wearing the costume, and they smoke marijuana together in an alley. Jesse says he's thinking of retiring from the drug business. Badger offers to partner up if he ever gets back in.

Act I

Walt and Skyler attend a birthday party for Elliott Schwartz, Walt's friend from graduate school and his former business partner. Also at the party is Elliott's wife, Gretchen, Walt's former lab partner. At the party, Walt views a framed Scientific American cover story about Elliott's company, Gray Matter Technologies, and meets some of Elliott's colleagues. When asked which university he teaches at, Walt hesitates to answer. He and Skyler are embarrassed when their birthday present of ramen pales in comparison to the gifts of the more well-heeled guests.

Elliot with a package of ramen.

Later, while reminiscing about old times, Elliott offers Walt a job at Gray Matter. When Walt declines, Elliott assures him the company has excellent health insurance. Walt is upset as he and Skyler leave the party, annoyed that she told Elliott about his cancer diagnosis and accusing her of putting him up to paying for his treatments.

Act II

Jesse and Badger in the RV.

Over breakfast the next morning, Walt and Skyler silently glare at each other. Meanwhile, Jesse shows Badger the RV, and the two head out to the desert to make meth. Badger clowns around while Jesse cooks. However, Jesse is dissatisfied with the poor quality of the meth he cooks.

On a weekend evening, Junior and two friends stand outside a convenience store waiting for a likely prospect to buy them beer. The friends bolt when a guy that Junior approaches turns out to be an off-duty cop. Junior is let off with a warning upon being vouched for by Hank, who then admonishes Junior for contacting him instead of his father. Hank takes Junior home and theorizes to Skyler and Marie that he is acting out because of Walt's illness. Confused by Hank's comments, Skyler clears up the confusion from an earlier conversation with Marie, revealing that it was Walt, not Junior, who has been smoking pot. Skyler remains baffled by Walt's decision not to get treatment, despite it being completely paid for. She suggests they sit Walt down so everyone in the family can voice their concerns.


Skyler and the "talking pillow".

When he returns home, Walt is met by the rest of the family in the living room. Skyler says that she can't understand why Walt is refusing treatment, then makes the other members of the family say their piece as they hold a "talking pillow". Hank tries to use sports metaphors to describe Walt's cancer while Junior calls his father a "pussy" for refusing treatment while he's dealt with cerebral palsy all his life. When Marie and then Hank express support for Walt's decision to die on his own terms, Skyler tries to pressure them to take her side. When Walt finally gets the talking pillow, he asks what good is living for just a little longer when chemotherapy would make it impossible for him to live a normal life. Walt sticks to his decision to refuse treatment.

Meanwhile, Jesse cooks and tosses out a few more batches of meth. When he announces that they can do better, 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, while Badger fires at the RV with a crossbow.

Act IV

Walt returns to Jesse's house.

The next morning, Walt smells Skyler's pillow and skin cream, and observes the baby and cancer books on her nightstand. Walking into the kitchen, Walt informs her that he has changed his mind and will accept the treatment. The couple visit a cancer clinic that day. Later, Walt receives a call from Gretchen urging him to accept her and Elliott's money for his cancer treatment. Walt says he appreciates the offer, but falsely claims that his insurance will pay for everything. Walt comes to Jesse's house and asks him if he wants to cook.

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. (all fictional)
  • This is the first of many episodes Vince Gilligan has not written, as well as being the only episode Patty Lin wrote.
  • 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.
  • Confirmed by Peter Gould on Twitter, some crew members appear among Eliott and Gretchen's guests: Patty Lin and Gennifer Hutchison.




  • 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

Cultural References

  • Eric Clapton used six Stratocasters throughout his career, excluding one nicknamed Brownie.

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.