Addison runs into Mark at the end of the day and asks him for a drink and to talk. She seems nervous and mentions something always being wrong with them, and my thought is that she was going to admit to what happened, or at least call off the arrangement between the two of them. Mark decides to take the high road, though, or at least his own twisted version of it, and end things first by telling her that he's not what she's looking for, and that he's slept with someone else. "Once a manwhore, always a manwhore, right?" She's shocked, and for the umpteenth time this episode, I'm sad.

Bailey is at the board, putting up the surgeries for the next day. Richard finds her and tells her to go home but she won't listen, nor will she listen to his assertion that she can't do it all and has to delegate. She tells him he did the same thing with Skinner, but he asserts that was a special case, being a fish in a man's penis and all. She only replies, "There's always going to be a fish in a man's penis, Chief." Yowza, I hope not, or I'm going to have to find a new show that doesn't make me cross my legs for the entire hour. She also calls him out on not really moving on yet from being chief. He just warns her back that one day she might not have a family to go home to, and wishes her goodnight.

Meredith and Derek seem to have done the deed, but he's now staring at the ceiling, and she says he can't look unhappy after sex. He says he's fine, she asks if they're fine, and he gives the really assuring and mature answer of "sure." She tells him she shouldn't have accused him of hovering, he says she's right, and some back-and-forth ensues until he admits what's wrong. Or at least part of it. "That day. You came out of the water, I spent the scariest hour of my life trying to breathe for you. I love you and I want you but I don't know what to... you didn't swim. You didn't swim, and you know how to, and I don't know if I can... I don't know if I wanna keep trying to breathe for you." Hey, I have an idea! Mere, you tell him about the realization you came to that you wanted to live. You can leave out all the freaky talking-to-dead-people stuff. Derek, you could tell her it's also an issue about becoming chief. Then you guys are actually talking like an actual mature couple. Are you really, truly not there yet, after everything you've been through in the last three seasons? I guess not. But to Meredith's credit, she has been trying to move on with her life and had no idea this was still a problem, until now when they're naked in bed and everything is horrible and uncomfortable. She looks understandably gutted and says she should go, to which his response is to stare more at the ceiling, so she gets out of bed.