Written by Mark Wilding; directed by Tom Verica

The interns study for their intern exams at Burke and Cristina’s apartment as Meredith voices over that interns know what they want - to become surgeons. They’ll do anything to get there, including work 100 hours a week and take difficult exams. Burke brings Cristina wedding cake to sample, but she doesn’t have time to eat while she’s studying. George answers a particularly difficult question and Cristina asks if he’s been using Callie’s cards as study aids. She explains to a confused Meredith that Callie was ranked first in her year after the intern test, and her flashcards are “legendary.” Izzie announces that this group of interns is “independently brilliant” and doesn’t need the cards. Burke brings in more cake and Cristina makes it clear that she really doesn’t care about wedding plans right now. Meredith voices over that the hard part about wanting to be a surgeon is trying to reconcile it with everything else people want. At Seattle Grace, Meredith runs into Derek and notes that she hasn’t seen him in a few days. She told him before to stop hovering, but now she wants him to “stop the stopping.” Derek says she was right and he doesn’t need to worry about her all the time. She tells him she should communicate more, but she thinks Derek doesn’t believe she can. She tells him her forthcoming plans (getting in the elevator and doing rounds) to try to prove him wrong. Speaking of elevators, Addison and Mark get in one and he reminds her that there are only 28 days left in their no-sex agreement. She assures him she’s still sticking to the deal.

Burke sets up a bunch of cake samples in a conference room, telling Cristina that the bakery needs them to make a decision by tomorrow. Cristina thinks he’s turning into a girl, but Izzie thinks it’s sweet. Meredith considers taking a piece to Derek, which is something a girlfriend would do. Cristina refuses George any cake since he didn’t bring in Callie’s flashcards. Bailey enters and announces that the interns won’t be performing any surgeries for the next two weeks since they need all the time they can get to study for their intern exams. They’ll thank her when they don’t have to repeat their first year. Cristina and Meredith are on scut, George and Izzie will be in the clinic, and Alex will be with Ava. Alex offers to pass her off to someone else, but he doesn’t get any takers. Izzie and George are left alone in the conference room, and they note that they’ve been spending more time together and everything’s going fine. They’re impressed with themselves for handling things so well. Webber tells Bailey that a man named Larry Jennings has been admitted to the hospital; Webber doesn’t know what’s wrong, but Jennings’ assistant is demanding discretion. Webber wants Bailey to skip working in the clinic and take care of Jennings, telling her that she needs to learn to delegate the work in the clinic. His suggestion for her temporary replacement is Sydney. Alex goes to see Ava, treating her more like a patient than he ever has, and she tells him about Addison and Mark’s bet, which she overheard them talking about at the nurses’ station. She encourages him to go after Addison before he loses his chance, noting that if she really wanted Mark, she’d be with him.

Webber and Bailey head to Jennings’ room, Webber saying that Jennings has the final decision on who becomes the new chief of surgery. If the attendings find out he’s there, they’ll fight to be the one who tends to him. Of course, the attendings have already found out about Jennings’ presence and are waiting for Webber outside his room. Webber chases them off, though they note that they’ll just come back later. Webber lets them all in, quickly destroying Jennings’ request for discretion. Jennings drops his pants and tells the attendings that whoever can fix his problem gets his vote for chief. “And no, those are not grapefruits,” he adds. Addison decides she doesn’t need to stick around after all. Burke, Derek, Mark, and Bailey discuss Jennings’ symptoms, wondering if he contracted some sort of tropical disease on a recent trip to the Amazon. Webber gives Bailey some instructions and asks Jennings if he’s told his wife, Nancy, about his condition yet. Mark realizes that Nancy didn’t go on the trip with Jennings. Alex finds Addison in the cake conference room and they discuss Ava, who is showing signs of having preeclampsia. Alex has plenty of suggestions on how to get her blood pressure under control but worries that he’s going overboard. “I wish I had someone who cared that much about my blood pressure,” Addison says. “Yeah, well, from what I hear, in 28 days, you will,” Alex replies.

In the clinic, Izzie and George tend to a man named James who’s had a cold for a long time and can’t get his nose to stop running. He has a new girlfriend and wants to have sex, but his condition is keeping that from happening, and it’s driving him crazy. Izzie seems to understand what he’s feeling. Cristina and Meredith study in a hallway, then spot George and Callie together. Cristina hates that George has access to Callie’s cards and wonders if they’re the reason he married her. She approaches Callie and offers her wedding cake samples, asking for her input. Callie sees right through it and refuses to give her the flashcards. George finds Bailey, having been summoned, and she asks him how things are going in the clinic. Jennings’ assistant, Celeste, approaches and tells Bailey that she needs to be tested - she might have whatever Jennings has. Bailey tells George to page Addison to handle it. In the clinic, Izzie tells Sydney that Bailey gave her time to study, but Sydney wants her to stick around and take care of James. Izzie notes that he just has a cold, but Sydney wants to perform a nasal lavage. Celeste tells Addison and George that she and Jennings aren’t just having an affair - they’re in love, and she’s stayed with him for five years despite the fact that he hasn’t left his wife yet. They tell her they’re not judging her at all. Celeste knows she should leave Jennings, but she knows it’s rare to have found someone she can work and play with. “And we love each other. How wrong can it be?” she asks.

Jennings asks Webber what he personally is doing to help, rather than what he’s getting the other surgeons to do. He wonders how Webber could just lose his desire for surgery at his age. Webber denies that he has, saying that there are just other things going on in his life. Jennings wonders if he means Adele leaving him, which should be a reason for him to want to keep his job. Webber refuses to let Jennings browbeat him into staying on as chief. Jennings says it’s not worth it anymore - Webber used to be passionate about his job, but now he’s letting everyone else do the work he could be doing. “I hate to think that’s the kind of doctor you’ve become,” Jennings says. “But if it is, maybe it is best that you’re stepping down.” Bailey goes to get Meredith and Cristina to help out with Jennings’ case, which Cristina calls “the VIPenis.” Burke, Derek, and Mark meet up to discuss the case as well, Mark noting that in the end, Jennings will be most grateful to him because Mark will be the one to make him look pretty. He relays a message from Meredith to Derek, and Derek notes that she’s keeping up her attempts to communicate just when he needs time to think about balancing his life with his career. Burke says that he has to be completely blunt with Cristina; otherwise they wouldn’t even be getting married. Derek says that’s not easy and Burke replies that he never said it was.

Ava watches from her room as Callie and Addison talk about George and Izzie. Callie asks how Mark is and Addison says that he’s never going to turn into the person she wants him to be, a stable family man. She’s also not sure why she keeps thinking about Alex, since he’s not exactly a family man either. Callie notes that Alex is the kind of guy Addison can be sure will never lie to her. He messed around when he was younger, but now that he’s older, he’ll want to settle down and have a family. Bailey finds Izzie doing a nasal lavage on James in the clinic and asks what she’s doing. Izzie blames Sydney, who notes that James has been there four times in the past month. Bailey chastises her for questioning Bailey’s patient care, and though Sydney recognizes that Bailey is trying to protect her turf, she wants to focus on James’ care. Bailey overrides Sydney’s decision, noting that there are too many other patients to worry about right now. As James gets up to leave, Bailey notices blood on his pillow and orders Izzie to get a CT scan. He doesn’t have a cold after all. Derek, Burke, Mark, Cristina, and Meredith (still communicating) meet up and look at Jennings’ scans, which show what looks like a small fish inside Jennings. Webber enters and identifies it as a candiru fish, which Cristina knows is colloquially called a penis fish. Alex gives Ava an epidural to keep her from going into early labor, but she’s upset that she’s missing The Seattle Grace Show. She asks if he’s made a move on Addison yet, adding that she saw her talking to Callie. Before she can provide any information, she begins seizing.

Webber and Cristina inform Jennings that the candiru fish swam up into his urethra when he urinated in the Amazon. The fish is currently in his bladder and needs to be removed before it causes sepsis. Alex takes Ava to the OR, telling Addison that the baby is in distress and the epidural didn’t help her. Ava wakes up and they tell her that they need to deliver the baby, even though she’s only 30 weeks along. Ava says she’s not ready and can’t do this by herself. “Well, then it’s a good thing you’re not by yourself,” Alex replies. Derek is summoned to consent on James’ case, confirming Bailey’s suspicions that he has a brain herniation and is leaking spinal fluid from his nose. Despite still being on Jennings’ case, Bailey announces that she’ll scrub in on James’ surgery as well, since she sent him home three times. Addison and Alex successfully deliver Ava’s daughter, but Ava experiences bleeding and they have to work on taking care of it. Ava panics and Alex calms her down. George informs Celeste that Larry doesn’t have an STD, which means she’s in the clear. Celeste says she knows she’s fine, and though she keeps telling herself that she’s fine with her relationship with Jennings, she probably won’t be fine for real until she doesn’t care about Jennings anymore. Nancy arrives and asks Celeste to move her car for her. Still Larry’s assistant, Celeste does so.

Back in the cake conference room, the interns (minus Alex) discuss the karma Jennings is suffering for having an affair. Cristina notes that Meredith and Derek didn’t suffer like that after their affair, but Meredith points out that Addison showed up, and on top of that, Meredith had to deal with Ellis and almost dying. Cristina replies that she’s cheated and has never been punished. George tries to change the subject to cake, and Meredith decides to go find Derek and communicate some more. She and Cristina both head off, leaving George and Meredith alone again. Callie walks by and spots them goofing around with cake. Addison finds Alex after Ava’s surgery and asks if she has “another Denny Duquette situation on [her] hands.” Alex says he’s just been doing his job, and he’s attentive so he can help Addison do her job. The two start making out and head into the on-call room together. Cristina tracks Callie down again and tries to make a case for them sticking together as female surgeons. Callie says she gave the cards to George, and he can share if he wants to. Cristina replies that he’ll only share with Izzie. Callie tells her which locker is hers and where Cristina can find the cards. Addison leaves the on-call room, followed by Alex, and they agree that everything’s fine. Nearby, Mark watches the entire exchange, seeing that they’ve obviously just had sex.

Callie follows Izzie into an elevator and says that though she knows nothing inappropriate is going on with her and George, Callie can’t compete with their relationship. She pleads with Izzie to back off and let Callie have her husband back. Webber assists with Jennings’ surgery as Meredith and Cristina enter to watch. Things go badly and Webber determines that they need to open Jennings up. Bailey and Derek operate on James, Bailey blaming herself for letting his condition get so out of hand. “This sort of thing, at some point, you think it’s gonna get better,” Derek tells her. “You don’t really figure it’s something that could ruin your whole life.” Bailey is paged to Jennings’ OR and Derek lets her go. George meets up with Izzie in the gallery, where she tells him that he’s her candiru - he’s latched onto her and keeps nagging her. He asks what happened to them being fine and she says that maybe they aren’t after all. Bailey joins Jennings’ surgery, but Webber turns out not to need her after all, as he’s able to remove the candiru on his own. In the scrub room, Mark invites Meredith to attend a meeting of the dirty mistress’ club (obviously a euphemism for having sex). She, of course, declines. He’s sure things between her and Derek aren’t perfect, then confides that things between him and Addison aren’t going to work out. Meredith tells him that revenge sex won’t help; he needs to be an adult and just let Addison go.

Back in her room, Ava thanks Alex for saving her, then tells him that Addison wants him, not Mark. Alex thinks he’s not the committed person Addison wants, but Ava says he is - he’s “one of the good ones.” George lets Nancy know that Jennings’ surgery was successful, and she asks him to tell Celeste, too, since she doesn’t have it in her to take care of her husband’s mistress right now. George is surprised that she knows about the affair, and she tells him that the wife always knows. However, Celeste is done with the relationship and her job. Burke finds Izzie eating cake in the cake conference room, and she asks him to let her vent for a while without saying anything. She spills that she slept with George, and he changes the subject to cake. Izzie tells him that he should go with red velvet. Meredith surprises Derek at the trailer and starts to seduce him. Back at the hospital, Addison asks Mark to get a drink so they can talk. He tells her he’s not the person she wants. He then tells her that he slept with someone and broke their no-sex deal. Webber finds Bailey at the OR board and tells her to go home, adding that she needs to learn that she can’t do everything. She points out that he had better things to do than work on Jennings’ case today, and he’ll always find something to focus on instead of what he should be focusing on. Webber warns that if Bailey doesn’t slow down, she won’t have a family to go home to anymore.

At the trailer, Meredith tells Derek he needs to look happy after sex or he’ll hurt her ego. She apologizes for accusing him of hovering but points out that now she’s doing things that he likes. Derek says that the day he pulled her out of the water (see “Drowning on Dry Land”), he spend an hour trying to breathe for her. He loves her and wants to be with her, but she didn’t swim, and he’s not sure he wants to keep trying to breathe for her. Meredith decides it’s time to leave. As Meredith voices over that a lot of times we don’t get what we want, Burke interrupts Cristina’s studying again to ask her if she’s picked a cake. She likes the red velvet. As James’ girlfriend visits him, Izzie tells George that she’s not sure how they can keep working together and stay friends while pretending that nothing ever happened. He reveals that he’s working on transferring over to Mercy West. Meredith voices over that desire can leave us broken-hearted and destroy our lives. Addison finds Alex studying and asks him to go over to the ECB for a drink. He begs off to study and she offers to help him with that at her hotel. “You’re not my girlfriend,” he finally tells her. He liked their experience today, but he doesn’t want her as a girlfriend. As she leaves the hospital, Meredith voices over, “As tough as wanting something can be, the people who suffer the most are those who don’t know what they want.”


MEMORABLE QUOTES: Cristina: “Baby, I don’t care. I mean, is Alex right or am I?”
Burke: “You don’t care? Well, I’ll get another bride.”
Cristina: “I love it. I love all cakes. Now break the tie.”

“Do you know how many doctors in this hospital Nurse Olivia has slept with? Oh, wait…who am I talking to? You’re one of them.” - Ava to Alex

Addison: “We can help!”
Burke: “‘We’ can help?”
Addison: “What is that supposed to mean?”
Burke: “He doesn’t have any woman parts.”

Cristina: “Oh, I hate George. He married into the cards. You think he knew? You think that’s why he married her?”
Meredith: “Yeah, that’s why he married her.”

Bailey: “His testicles have swollen, which is the understatement of the year.”
Cristina: “Fantastic. How much? No, don’t tell me. Let it be a surprise.”

“He’s, like, 12 years old and can fit all of his belongings in a milk crate.” - Addison re: Alex

“You are like a role model…to me…or something.” - Cristina to Callie

Izzie: “You don’t gossip.”
Burke: “Because nobody tells me anything.”
Izzie: “I was with a married man. It was….”
Burke: “I don’t mind that nobody tells me anything.”

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