The doctors continue to work feverishly over Meredith, but she still has no heartbeat. Addison tells her friends to "prepare themselves."
Meanwhile Meredith is mentally still in the empty room with Denny and Dylan, who argue about the best way to break it to her that she's dead. They're joined by her dog, a dead nurse that used to work for Ellis, and a teenage girl, Meredith's first patient who died.
Addison goes to check on her Jane Doe, the pregnant patient whom Alex rescued from under a concrete piling. She's awake, but has no memory of who she is. And she mistakenly thinks that Alex is her husband. Alex quizzes Jane Doe on her family's medical history, but she can't remember anything.
Cristina announces to a shocked Izzie and George, "I can't do this" and leaves the hospital. She goes to Joe's, where she proceeds to get drunk. Joe asks her if they don't need her at the hospital and she says, "I'm coping."
The ghosts all tell Meredith"there's no time," as she wanders around the empty hospital. The teenage girl, Bonnie, starts to bleed and Meredith frantically tries to stop it, but can't find the source of the blood. She asks Dylan to help, but he disappears, and so does Bonnie and everyone else but Denny. He tells her it's time to talk.
Miranda says it's been over an hour that they've been working on Meredith and maybe it's too late. But Richard insists that she's young and her temperature is going up and that her heart will start again.
Miranda puts Callie in charge of George and Izzie and orders them all back to work. Izzie very rudely takes Callie to task for considering herself one of Meredith's friends. Callie says she's here and Izzie can either get used to it or she can be "that person George used to know."
Meredith keeps telling Denny and Bonnie that she drowned, end of story, but Bonnie is mad that Meredith seems to be happy to be dead.
Derek goes to Ellis's room, and tells her that she broke Meredith because nothing Meredith ever did was good enough for her. Addison drags him out of the room, saying there's no point in yelling at Ellis. Derek confesses that he thinks Meredith might not have wanted to live. He starts to cry and Addison tells him he can't break down, not while there's still a chance.
Meredith swears to Denny that she fought to survive in the water, but he tells her that she didn't and that she can't stay here. And that if she dies, it will break her friends, who have already lost so many loved ones, and that her death would devastate Derek.
Derek is still outside Ellis's room when an alarm sounds she's crashing.
Richard is alarmed that Meredith's temperature has dropped from 89 to 86 degrees. Miranda suggest they attempt a cardiopulmonary bypass. He tells her to page Burke. Burke, meanwhile, has found Cristina at Joe's. She tells him she's not proud of it, but she just can't go back there. Her gets the page and tells her that she has to go back, because if Meredith dies, and she's sitting in a bar when that happens, she won't ever come back from that. He tells her to come say goodbye to her friend.
Meredith admits to Denny that, just for a second, she thought, "What's the point?" and gave up.
George finally confronts Izzie about how badly she's been treating Callie. She says she can't lie about how she feels and he tells her that most people manage to and that she should. "Because if I made a mistake, I'm going to need you and you are taking that away from me."
Derek is working on Ellis when he hears that Burke is doing a cardio bypass on Meredith. Ellis crashes again and Derek says, "Not today."
Meredith wants to go back, but the ghosts tell her she might be too late. Back in the real world, a faint pulse shows up on the monitor. They shock her and she flatlines again. Miranda tells the comatose Meredith that she cannot give up, not after all the time they've spent working on her. She checks for a pulse, and there isn't one. She shakes her head. Cristina walks into the room and orders them to try again.
Meredith looks up to see her mother walking by outside her room. She goes to talk to her and Ellis tells her, "You shouldn't be here." She hugs her and tells her she's anything but ordinary. And then she tells her to run.
To everyone's relief, Burke declares that there's a heartbeat. Meredith is even breathing on her own. Addison comes in and asks if they've paged Derek, but Miranda says she wants to give Cristina more time with Meredith first. Everyone leaves the room but Cristina. Meredith starts to mumble something, but Cristina can't understand her. "You brain works," Cristina tells her and orders her to talk. Meredith says, "Ouch."
As tears of joy run down Cristina's face, she blurts out that she and Burke are getting married and that Meredith was the one person she needed to tell. "Thank you for not dying," she says.
The other interns run to see it for themselves when they hear that Meredith is okay.
Derek is standing in the doorway when Meredith wakes up again. She asks if her mother's dead and when he says yes, she tells him it's okay.
Watching through the window, Addison tells Mark that Derek never felt that way about her. He says, "I did." She says if he can go 60 days without sleeping with another woman, then maybe she'll believe him. "You're on," he answers, as long as she doesn't sleep with anyone either.
Izzie halfheartedly apologizes to George and he just walks away. Richard says goodbye to Ellis while Derek climbs into bed to keep Meredith company. And as Izzie walks out of the hospital, she stops for a second and we see Denny standing next to her. They both close their eyes and smile and then Denny walks down the hall and disappears.