It's 1:52:58 PM and the clock keeps ticking. Alice and Tina are at the hospital. Tina offers to do laundry. She brought Alice's mail and M&Ms for Dana. Tina has to go; she asks Dana if she wants her to bring her mail. Dana nods. Tina gives Dana a kiss on the forehead and tells her she loves her. She asks Alice whether Shane is coming next. Alice says no; Max and Jenny are next, and then Shane and Carmen at five. After that, Kit brings dinner. Tina asks whether she looks okay: "Am I too dressed up?" After Tina leaves, Alice leans in, conspiratorially, and whispers, "You're right. Bisexuality is gross. I see it now." Dana sort of twitches, and Alice says, "Did I make you laugh? I think I made you laugh". It's 1:54:13 PM now. Outside, Tina gets into a car with Henry, Mikey and Angelica, and pretends Dana is getting better.
Bette walks through the snow. She's done with the retreat. A monk looks on disapprovingly as she leaves. As Bette walks down a snowy path, she lets out a few loud happy whoops. It's 1:55:15 PM.
Carmen is putting stuff on Dana's iPod. Shane says she didn't know Carmen liked classical music. Carmen tells her that there are a lot of things Shane doesn't know about her, like the fact that she shot a gun once... and that she cheated on Shane. Shane doesn't say anything. When Carmen is about to repeat what she just said, Shane blurts that she heard her the first time. She wants to know when. Carmen replies, "After you fucked Cherie Jaffe."
Jenny and Max are walking determinedly, holding hands. They're meeting Tim, Jenny's ex-husband. As he and Jenny hug, Max hangs back. Tim tells Jenny that she looks amazing. Tim's new wife, Becky, shows up, looking very pregnant. Tim introduces her to Jenny. Randy, Tim's coaching buddy, is also there and greets Jenny. Then Tim introduces himself to Max, and Jenny says, "This is my boyfriend Max." Tim looks a little confused, and he and Randy go off to check on their teams. Max puts his hand on Becky's belly and asks when she's due. She tells him "in three months". While walking away, Randy tells Tim: "Hey, not that you're asking me, but I think you should be happy you got out when you did." It's 1:58:28 PM.
Helena and her lawyer meet with Dylan, Danny and their lawyer. Helena doesn't want to go into the meeting room, but her lawyer tells her that if she doesn't, it's going to look like "an admonition of guilt". Peggy Peabody, Helena's mother, shows up. Helena asks her what she's doing there. She tells her that she's taking care of her company and walks into the meeting room.
Max tells Tim that he used to swim back in high school. Tim gets a little confused when Max talks about his best time. Tim asks, "For the men's 400 freestyle?" Jenny has to explain that Max transitioning: "He's a pre-op transsexual and he was talking about the women's swim team time." Tim just chuckles and walks away. Becky's not impressed by this attitude. When she gets to the car, she scolds Tim for it. But Tim just tells her: "Becky, the next time we see Jenny, she might be with a German shepherd. Just brace yourself." Becky doesn't know what he's talking about. He explains that this is "classic Jenny bullshit. It's not enough for her to be gay; she's gotta have a girlfriend who's a boyfriend. It's just too fucking much." Jenny tries to get into the car with Max, but he's acting up and doesn't want to unlock the door. Becky and Tim watch the scene from their car. Becky tells Tim that she thinks Max doesn't like it when Jenny tells people that he's transitioning, which wasn't obvious to Becky.
Alice and a nurse give Dana a sponge bath. The nurse encourages Alice to get out of the room, take a walk, go outside, get out of the air conditioning. It seems Alice has been in the room for five days, but she obviously doesn't really want to be anywhere else. After the nurse leaves, Alice puts lotion on Dana's arms and asks Dana if she thinks she could do without her for a while. And she asks if Dana wants any more M&Ms for her "incentive pile". She puts chapstick on Dana's lips and kisses her cheek. Dana says, "I love you". Alice replies, "I love you, too".
Kit walks into The Planet. One of her waitresses tells her that there is some guy complaining about his burger and now he wants to see Kit. Kit walks into the back with a phone in her hand. It's 2:03:50 PM. Kit calls Angus. He was supposed to stop by after breakfast but it's now two o'clock. She is a little worried about him.
Carmen walks into the house. Shane wants to know the name of the woman Carmen slept with. Carmen says it's not anyone Shane knows, but Shane insists. It's Robin somebody – Carmen doesn't remember her last name. Shane wants to know if Carmen fucked her more than once. Carmen wants to know why that matters and then tells Shane: "Who said that I fucked her?"
Bette has gone past whooping and on to sounds that are barely human. She walks to the bus stop, still sort of screaming, where a guy is standing, looking nonplussed. He asks if someone's chasing her or if he's missing something. Bette explains that it just feels so good to use her voice because she's been silent for ten days. The guy asks her if someone had her locked up. Bette tells him that it was "entirely voluntary", and that she just escaped from a silent retreat: "I could not reach a higher plane no matter how hard I tried. I mean, sometimes I would start to feel like it was going to happen, but then it just never did. So you know what, I left. I'm a meditation retreat dropout." While searching for a signal for her cell phone, she says that maybe she'll try it again sometime but right now her life is just a little too complicated. The guy replies, "Maybe sometimes words are the best thing we can give other people." He asks whether she's breaking up with her husband or boyfriend... or someone. Bette pauses for a moment, and then says, "Yeah." He asks how long they have been together. She tells him that it's been eight years and they have one kid. It's 2:06:45 PM.
Alice buys more M&M's and energy drinks.
Dylan's lawyer is offering a litany of evidence against Helena. Helena realizes that Danny was home the day Dylan taped them. She doesn't care about the lawsuit; she just cares about losing Dylan. Peggy senses this, and tries to get Helena to "share", but the lawyer just goes on, noting that there have been other harassment suits, restraining orders, and custody issues in Helena's past. Unfortunately, there's also the videotape.
Alice is still in the hospital giftshop. She sees some of those silly singing-and-dancing flowers, and she likes the fact that they sing You Are My Sunshine, so she buys one.
Shane is getting drunk, even though Carmen has just pointed out that it's only two o'clock. Shane can't find the bottle opener. Carmen has it and hands it to her. She tells Shane that she seems upset. Shane replies, "That's you projecting, Carmen."
It's 2:10:08. Tina is having lunch with Henry, Mikey, and Henry's friends. Angelica is there, too, of course.
Kit goes to Angus's place, trying to figure out why he hasn't called. She even looks under the covers and smells the pillow. She looks in the mirror, and turns around to leave.
An elderly woman shows up at the bus stop. The guy helps the woman with her bags. She asks the guy and Bette where they are heading. The guy's heading back to Portland, and Bette's going home to Los Angeles. The guy tells the woman that Bette has escaped from a silent retreat. The woman says silence is not good; you can't release anything if you're just keeping everything in. Then she decides they should all have a good scream – and so they do.
Alice walks around outside the hospital. She decides to sit down for a little while, trying to breathe. As she stares up at the sun, a face comes into view: it's Tonya.
Max and Tim are at a hotdog stand, Pink's. Max asks Tim if he works out. Tim tells him that he has to because he would probably go nuts if he didn't. Max says that he knows what Tim means: "I feel like if I didn't work out, I'd wanna break someone's face, you know? I know it sounds harsh, but that's just how it is." Jenny has a brief flashback to her old self, when Becky is talking about how much she's always wanted to go to Pink's because Tim says they have the best hotdogs in L.A.
Dylan's lawyer is playing the sex tape. Peggy finds it rather interesting, and looks at Helena and Dylan. Helena's lawyer finally tells the other guy to shut it off. Peggy asks why they were made to see this. Dylan's lawyer tells her it's because it shows Helena for what she is: a predator. Peggy asks him if he has seduced many women in his life, because she doesn't think that he has very much knowledge of the ways of seduction. What Peggy saw was a "rather moist sexual game" but certainly not harassment. Danny says that it was blatant coercion: Dylan was afraid that if she didn't do what Helena wanted, she was going to pull her funding. Peggy is not convinced at all. She thinks that Danny is resentful. And then everything is revealed: Danny has applied for five Peabody grants and was turned down every time. His stuff was considered "rambling, trite, and exploitative". Peggy tells him that he's got quite a taste for revenge.
Carmen stands by the door and asks if she can come in. Shane is lying on the bed, reading. She tells Carmen to do what she wants. Carmen closes the door, goes over to Shane, sits on top of her and says, "I'm sorry. It was so stupid and it's not like me. Can't we just start again? Clean slate?" Shane throws away her book and appears to consider it. But then she gets right in Carmen's face and says, "Do you feel better now? Do you feel good now that we're even?" Carmen starts to leave, but Shane pulls her back and kisses her. It's 2:18:08 PM.
Tonya and Alice sit in the sun. Tonya tells Alice that she's realized she really threw away a good thing with Dana, and also announces that she's having a baby. She decided she wants someone who'd always be with her.
Becky asks Jenny about her writing. Max tells them Jenny's memoir is going to be published. Tim is amazed because he thought she couldn't do it. He thinks that she can't commit to anything long enough to see it through. Jenny tells him, "Oh, I committed. I became a self-mutilator, went on medication, did a short stint in a psychiatric hospital. I spent six months with my parents in Skokie. Everything that I know you would want to happen to me." Tim says he never wanted any of that for Jenny, but she doesn't believe him. He tells her he's not going to forgive her or wish her well, and that it pisses him off when she acts like a victim. Jenny starts to tell Becky about their revenge fuck, and Becky decides it's time to go.
Bette is still at the bus stop. The woman says she used to drink ice-cold water to calm herself down, cold enough so she could feel like she was freezing inside. The guy says he drives until he gets tired and can go home and kiss his kids goodnight and actually look at his wife again. It's 2:22:24 PM. They both look expectantly at Bette, who finally admits that she used to bury herself in her work, but she was just running away. The woman tells her, "Don't do that. You can't blame yourself for everything. None of us do much in this world alone, except die."
Tina, Henry and his friends have finished their meal. An older couple stops by the table on their way out to say they've been admiring Henry and Tina's family. They also make a comment about adopting – they think Angelica is adopted because of her skin color. They think that there are so many needy children in the world. Tina just sort of hangs her head and doesn't say anything.
Angus arrives at home and is surprised to see Kit at his place. She explains that she's been imagining all sorts of horrible things, but he points out that he just happened to forget his cell phone. Kit tells him that she can't worry like this every time he's late. Angus explains that that's love, that's how it works: "You worry, you get a little crazy." But Kit doesn't want to be crazy. Angus says, "Well, it's too late for you. Because you... you love me."
Carmen and Shane are still making out.
It's 2:26:41 PM. The woman, Bette and the guy are sitting at the bus stop. They are all quiet and close their eyes.
The Peabodys' lawyer advises Peggy to sign on the dotted line. But Peggy thinks that they are extortionists who have preyed on her daughter. Peggy wants to punish them for that. She wants a lawsuit in court. She doesn't care if she has to pay, because in the end, she's always the one who pays. Dylan, Danny and their lawyer come back in, and Peggy and her lawyer announce that they're not going to settle under the terms. Dylan's lawyer says he can't guarantee that his clients will continue to be reasonable. Peggy replies, "Reasonable? Three million dollars P&A. 250 screens to start. And two thousand in the fourth week? This is a documentary. Not Finding fucking Nemo." Dylan, Danny and their lawyer start to leave, but Helena stops Dylan. She picks up a pen and gets ready to sign. She wants Dylan to tell her that she never wants to see her again, to tell her that she was never in love with her. She needs to hear her say it. Dylan tells her that she never wants to see her again. Helena signs the agreement. It's 2:29:25 PM.
The bus arrives. As the woman, Betta and the guy board the bus, the guy tells Bette not to forget to scream.
As Tina comes back from the restroom, Henry pulls her aside and says, "I just want you to know that I do not feel that way at all. I don't have a problem with your life or the way you've lived it." The kiss and go back to their table.
Max and Jenny are on the road. Jenny thinks that meeting Tim and Becky "was a total disaster". Max doesn't think Tim is such a bad guy, and wonders if Jenny misses "being with a man", because that could have been her life. Jenny tells Max that she would have killed herself if that was her life. Max thinks that Tim and Becky seem happy: he has a good job, a wife and a kid on the way. Jenny asks Max if he wants to be some "oblivious guy that lives in the suburbs and has a wife and kids, and an SUV, who just lets all the rotten shit in the world go by, trying not to let it touch him". Max thinks that there's nothing wrong with trying to be happy.
Tonya tells Alice that she has to go. She tells her to wish her luck because she might be pregnant in a few hours. They get up to walk back into the hospital. All of a sudden, Tonya turns around and asks Alice why she's at the hospital. Alice says that she's visiting a friend who's getting better. Tonya tells Alice that she was always a little jealous of her when Tonya and Dana were together. She explains, "Because Dana loves you so much. It was actually kind of hard to deal with when we were together, knowing that there was ultimately this other person that was so much more important than me." As Tonya leaves, Alice says that she'll tell Dana to call her. Alice walks back inside.
Dana is lying in bed, connected to all these wires. Her heartbeat gets slower. She gasps and gets an irregular heartbeat. One of the nurses says that they have a code blue.
Shane and Carmen are still having sex. It's 2:34:42 PM.
Someone is getting a crash cart ready. The doctor shocks Dana. No one is there with her. While it's audible what the doctors are doing, all of Dana's friends are elsewhere. Tina and Angelica are still at the restaurant. Peggy is holding Helena's hand in her office. Kit and Mangus are making out on his bed. Jenny is resting a hand on Max's shoulder while he's driving the car. Shane and Carmen are having sex in their bedroom. Bette is on the bus, feeling and knowing that something's wrong somewhere, and closing her eyes against the loss. Time of death: 2:35:41 PM. Alice is going back into the hospital, at just the wrong time, just in time for them to tell her that Dana is gone while she's looking at her body. She crumbles to the floor, wailing. The gift-shop flower drops on the floor and starts playing You Are My Sunshine over and over again.