Bailey and Owen are performing surgery on Webber, Derek and Shane are operating on Brooks and Meredith, Alex and Cristina are waiting in Meredith's room. They are taking about how Webber named Meredith as his medical proxy and wondering if he put her in his will. Meredith's phone rings and Cristina answers, getting an update on both Webber and Brooks.
Catherine Avery arrives at the hospital and Jackson fills her in on Webber's condition. In surgery Brooks stars coding and Derek sends Shane to go and get Hunt for help. Hunt and Bailey are working on Webber but can't find anything wrong in his abdomen. Catherine shows up in the gallery and yells at them to close Webber up. Shane arrives in the OR and tells Owen that Derek needs his help, so Bailey and Hunt decide to close up Webber and Hunt leaves to help Derek. When Shane and Owen arrive in Derek's OR it is too late and Brooks has died. Shane leaves the OR and runs away down the hallway when Jackson asks how it went.
In the blood clinic, Jo tells Alex that Brooks did not make it. Owen finds Cristina and tells her that he is going to give the interns the night off. Everyone is updated on what happened to Brooks and Webber's updated condition. Arizona tries to talk to Callie again, but Callie walks away. Matthew and April are outside of the hospital talking. Matthew confronts April about her feelings for Jackson and tells her that she should say no to his proposal if she is in love with Jackson still. Arizona arrives home and calls out for Callie. She gets no response so she goes into her bedroom, but finds that Callie has taken most of her clothes and Sofia's things and has left.
Mrs. Ashbury is out of surgery and asks Cristina if she knows anything about her house. Outside at the OR board Catherine is yelling at Owen for letting Bailey perform surgery on Webber. Catherine sees Bailey and yells at her as well, telling her that she had no right to perform the surgery.
Derek is about to leave the hospital to bring Zola home and comes across the interns. He tells them to wait for Brooks' mom to arrive at the hospital and to stay with her until he gets back. None of the interns want to stay, but they decide to go through it together. Callie shows up at Meredith's room, where Cristina and Meredith are talking, and asks them to watch Sofia while she books a hotel to stay at overnight. Meredith tells Cristina that she doesn't want Callie to have to stay at a hotel. Derek gets home to his house to find Callie laying on his couch and crying. Callie is drinking wine and telling Derek about her marriage problems.
Bailey is in Meredith's room, seeking advice on what she should do with Webber. Cristina and Owen run across one another at the nurses station and Owen tells Cristina that he wished he had known that the last time they slept together was going to be the last. The two of them rush off to an on-call room to have sex. Arizona tries to get a nurse to page Callie 911, but she wont do it, so she tries to get Alex to do it. Cristina overhears and goes to Meredith's room to tell her that Arizona is screaming in the hallways. Meredith tells Cristina that she should tell Arizona where Callie is. Meredith pages Arizona to tell her that Callie and the baby are staying at her house for the night.
Jackson and April are out of surgery with Sasha and tell her that they did all the could during surgery, but if the antibiotics don't work right she could still die. Sasha and Brian decide that they want to get married right away just in case she does not make it. The interns are in the locker room, trying to figure out what to say to Brooks' mom when she arrives. They are all arguing, except for Shane, who has been sitting on a bench completely silent for the entire discussion.
Jackson is on the phone, trying to arrange someone to come and officiate the wedding between Brian and Sasha. Catherine walks up and demands to know what Jackson was thinking when he let Bailey operate on Webber. He tries to calm her down and they hug. Catherine says that she is going to move Webber to a different hospital as soon as he is stable.
Cristina and Owen are talking again at the nurses station. Owen thanks her for giving him a better "last memory" and Cristina says that they should have thought it through better and done something more interesting for their last time having sex together. She whispers something in his ear and they take off again of an on-call room. After they have sex, Cristina tells Owen that she doesn't think they will be able to be friends any more because they will not be able to control themselves. She starts to cry and tells him that just because she broke up with him that it is easy for her.
The interns stand outside of Meredith's room, looking for Derek, because they don't know what to say to Brooks' mom. Meredith tells them that they should tell Brooks' mom stories about Brooks that make them laugh or make them happy. She tells them a story about how she told George's mom that he once dropped jello cups everywhere after George died. The interns leave and Jackson comes in and tells Meredith about Catherine's plan to move Webber. Meredith wants to go and see Webber and talk to Catherine, but no one will agree to get her a wheel chair.
Meredith is in Webber's room with Bailey. She asks Bailey what the best course of treatment should be. Bailey still thinks that there is something wrong with Webber and that no matter what she needs to do an exploratory surgery to find out what it is. Meredith picks up her phone and books and OR for Bailey. Meredith goes back to her room and sits with Alex, who is holding her baby. Cristina comes back in and they talk about who will be their medical proxy in a medical emergency. Meredith is already Cristina's proxy and Alex decides that he wants Cristina to be his.
Catherine finds out that Webber is going back into the OR and wants to stop Bailey from operating. Jackson stops her from going in to the OR again, telling her that she has no right or authority because Meredith is Webber's medical proxy and not her. Jackson has gone online and gotten himself ordained after not being able to find a minister for Brian and Sasha. He performs the ceremony while April stands next to him and watches. After-wards, the two of them have an argument at the nurses station where Jackson tells April that he is not in love with her anymore and that she needs to make a decision about who she wants to be with.
The interns are in the locker room drinking wine and trying to decide what to say to Brooks' mom. Shane tells them all to shut up, and they all realize that they spend a lot of time together but don't actually know very much about one another. They all decide to admit a secret about themselves that no on else knows. Leah admits that she only got into the program because her mom used to date Mark Sloan, Jo admits that she used to be homeless and lived in her car, Stephanie tells everyone that she paid her way through college on a cheer-leading scholarship. Shane is completely silent again. Brooks' mom shows up at the hospital and finds the interns, asking them if they know anything about how Brooks is doing.
Owen and Bailey are in surgery again with Webber, where they find that the pancreas is almost all necrotic tissue. They are both excited to know that they were not wrong and are doing the surgery for a good reason. Arizona shows up at Derek and Meredith's house and she and Callie have a fight. Derek takes Zola and Sophia outside to play on the swings.
The next morning, the interns are still waiting with Brooks' mom in the waiting room when Derek comes back to the hospital. Derek tells her that Brooks' died during surgery, and she collapses into a chair, crying. In the locker room Brooks' mom is cleaning out Brooks' locker. They each tell her that Brooks was an excellent intern. They then tell her the same story that Meredith told them about George and the jello cups, pretending that it was Brooks' instead, and Brooks' mom laughs for a little while.
April drags Matthew into the hospital's chapel. She tells him that she was in love with Jackson before, and that he will always play an important role in her life, but that she is choosing Matthew. She tells him that she loves him and proposes to him instead. He smiles, picks her up, and swings her around the room. Arizona and Callie meet in the staff room and Callie tells Arizona that she will be staying with Sophia at Meredith and Derek's place again. Bailey calls her husband, Ben, on the phone to tell him about what has happened to Webber but she breaks down over the phone and can't continue.
The interns are sitting in the waiting room when they overhear Alex yelling at the fire fighters for leaving the hospital to go back to the scene of the mudslide even though they still have injuries. Shane leaves with a fire fighter, deciding he needs to do something more to help, and the rest of the interns follow him. Cristina is at Derek and Meredith's house, helping out by doing dishes. Derek, Callie and Cristina are trying to decide what to have for dinner when the doorbell rings. Arizona is on the porch, wanting to see Sofia. Callie tries to tell her no, that she can see Sofia on a different night. Cristina convinces Callie to let Arizona see Sofia for five minutes and Arizona takes her out to spend some time with her on the porch.
The next day Meredith, Bailey, Catherine, and Cristina are in Webber's room, where they are continuing to argue over how they should treat Webber. He still has not woken up from his surgery and Catherine wants to take him to get a second opinion. As they are arguing amongst themselves, Webber opens his eyes and looks at Meredith.