Dr. Robbins is not sympathetic when Miranda pages her at 2:30 in the morning because Jackson, the boy who needs a liver transplant, should be moved up on the transplant list because his blood pressure has dropped. "He's running out of time," she tells Dr. Robbins, who replies, "They're always running out of time. Welcome to peds."

Miranda takes issue with Sadie when she promises Jackson's mom that he has a good chance of finding a donor. Miranda tells Sadie that she doesn't trust her, and that if she wants to stay on the case, she'll have to raise her hand and wait to be told to speak. "You're joking," Sadie says, and Miranda coldly responds, "Do I look like I'm joking?

Derek is summoned to the hospital for death row inmate William, whose brain is swelling. But William, who's due to be executed in five days, refuses the surgery. Derek, however, says he doesn't want to help William "cheat the system," and will rush him into surgery as soon as he loses consciousness.

After spending the night with Lexie, Mark is forced to hide in the closet as Meredith's roommates are all over the house, in prepration for a visit from Derek's mother, Carolyn. Mark finally manages to sneak out at 4 a.m.

Meredith, meanwhile, is a nervous wreck about meeting Derek's mother. "Mothers don't love me," she proclaims. "Mothers like bright and happy and bubbly." "You'll be fine," Izzie advises her. "Just don't mention your evil mother. Or your drunky father. Or your weird secret sister."

Izzie and Alex watch as Meredith awkwardly meets Carolyn. Under Izzie's advice, Meredith has put her hair up into a high ponytail that everyone else says looks ridiculous. Over lunch, when Carolyn asks about her father, Meredith excuses herself saying, "I should really go check on the serial killer."

William and Jackson cross paths in the hallway. When Jackson tells William he needs a new liver and a new intestine, William asks, "You want mine?"

"Let me save a life before I go," William tells Meredith, but protocol won't permit it.

Dr. Robbins finally has enough with Miranda second-guessing her every decision on Jackson, and blows her top at Miranda. Fortunately, Alex arrives to announce a donor has been found. Meredith tells William about Jackson's donor and William still wants to know if he was a match. "Yes, you were," she tells him.

Mark's plans to keep his relationship with Lexie secret are thwarted when she insists on eating lunch with him, but then the other interns join them and he makes his escape. He runs into Carolyn, who tells him, "You have that same guilty look you had on your face when you were 10 years old." Mark confesses that he's sleeping with Meredith's little sister, so Derek's mom quizzes her on her sexual history, wanting to know if she's a "good girl." Carolyn later tells Mark that Lexie's not the problem, he is, and that he doesn't set very high standards for his own behavior.

Instead of apologizing for continuing to see Lexie, Mark urges Callie to pursue her crush, Sadie, but Callie says she's scared of getting burned again.

Despite being told to stay quiet, Sadie speaks out during Jackson's surgery when she's the only to notice a spot on the donated organ. Miranda realizes, to her dismay, that the organs are dead and can't be used.

Meanwhile, William is crashing, but he begs Meredith not to let him die "strapped down to a table like an animal." Derek needs another doctor's signature to okay the surgery, but she freezes. Cristina signs it instead, so Derek asks her to scrub in. William comes to after surgery and tells Derek, that they're exactly alike as they both choose when -- or whether -- someone else dies. Derek insists they're nothing alike, and repeats that he's not going to let William die in the hospital.

Alone in the break room, Cristina finally talks to Meredith: "That ponytail looks ridiculous," she says, so Meredith takes it out. When Carolyn wants to know where Derek is, Meredith confides that the ponytail and the smiles were all fake and that she's really "dark and cloudy," and the type of girl that feels bad for serial killers.

Izzie tells Denny that she's tired of the secrecy of carrying on a relationship with a dead man. "I want you alive," she says. "Are you breaking up with me, Izzie Stevens?" he asks and she says she is. After Dr. Robbins advises Alex not to get hung up on the bad cases and to make plans, he asks Izzie if she'll go visit his mother with him.

Owen asks Cristina out on a date, but he shows up late and drunk. She orders him to take a shower, but she doesn't mean hers! He steps in with all his clothes on and tells her the details of his first, incredibly traumatic case during the war. Cristina listens, then gets into the shower with him.

Derek's mother tells him she's no longer angry about his father's death. She notes that that he sees things in black and white, but that Meredith doesn't. "You need a spoonful of that," she tells him, adding, "She's the one."

Meredith learns that Jackson still needs organs, so she tells William that his skull is very vulnerable post-surgery, and that if he damages it, it'll lead to brain death. He asks whether she's doing this for him or Jackson and she answers, "Whatever helps you sleep at night." After she leaves, he takes a deep breath and begins banging the back of his head against his bed frame.