Peter and Cleo, walking to the jazz club. Cleo says she didn't know Carter used to be a surgical intern, and Peter explains that Carter "wasn't really cut out for it" even though he was good at it and smart: "He used to spend all of his time talking to the patients, used to drive me crazy." Peter tells a story about the time Morgenstern made Carter hold a retractor for four hours, and Carter "never broke a sweat, never dropped it." "He's gonna be all right, Peter," Cleo tells him as they arrive at the door of the jazz club, and as Peter hunts in his pockets for the tickets, Cleo wonders if he's sure he wants to go in, since they won't "be able to talk." She suggests getting a coffee instead, and Peter looks at the tickets and says as he puts them away, "You're gonna disappoint Carter," and as they walk away, Cleo wants to know what that means, and Peter keeps laughing, "Nothing."

At Greene Acres, Holling gets ready for bed. Mark appears in the doorway and says, "That was fun tonight," and Holling chuckles, "Yeah, it was." Mark needs to talk to Holling about something: "I saw your scan today, and you have lung cancer which has spread to your liver." After a pause, Holling draws on his bathrobe and says, "Yeah . . . that's what the doctors in San Diego said too." Mark is astounded: "How long have you known?" I'm astounded as well; I think that, if you don't treat liver cancer, you have about six weeks to live, so shouldn't Holling have died months ago? "For awhile," Holling murmurs. Mark asks why Holling didn't tell him. Holling asks if he remembers Rear Admiral Norris, and Mark says he couldn't forget him because he had a thumb missing and used to scare Mark to death as a kid; Holling says that Norris had cancer: "Every time I laid eyes on him, all I could think was, 'Poor old bastard, he's got cancer.' He lived another twelve years. But still, every time I saw him . . . I didn't want it to define me, Mark." Mark gapes at him from the doorway as he goes on, "I didn't want to see it in people's eyes -- I didn't want to see it at all. And -- I'm scared." Mark stands with a furrowed brow and says nothing.