George has become a sex machine.

This is the first revelation of the night as Callie bolts from his bedroom, worn out by O'Malley's constant need for lovin'. She implores upon Izzie to take over. Not in bed, but as a friend, caring for the grieving George. As much as she loves George, Callie just can't satisfy his sudden, unwavering need for that booty.

Dismayed at being shunned by Addison since their kiss, Alex confronts her and says he's not interested. Whether he's serious about that or not, he wants in on her surgeries - and is not a fan of being avoided. Perplexed, she accepts Alex's request to be let back onto the vagina squad - future hookups notwithstanding.

Rumors are flying around Seattle Grace that Richard is stepping down as Chief, and the would-be successors are already jockeying for position. At first, Burke says he's not interested, not worthy. Later, after talking to Miranda, he decides he's not ready to just pass on the goal that was once as good as his. Addison also throws her hat in the ring.

Derek is livid when he learns Preston was originally the Chief's top choice - and even more enraged after Meredith left the retirement rumor slip to Mark. The disgruntled plastic surgeon was about to quit, but the impending vacancy as head of surgery made him rethink it. Suffice it to say, Derek was pissed - at everyone involved, and the world. Fortunately, he makes amends with a sincere apology to Mer later on.

Despite all the speculation and in-fighting, Richard's retirement is left in doubt. First, he confides in Miranda (who as a resident does not have enough seniority to succeed him) that she would have been his choice and will be chief herself one day. He'd only been giving Bailey the runaround regarding her idea for a Seattle Grace free clinic so she'd get used to life without him.

Further clouding Richard's future is Adele, who shuts the door in his face when he arrives home to announce that he's finally hung up his scrubs. It looks as if she has another man in the house. Regardless, it's clear she's moved on, as she tells Richard unequivocally that when she said she didn't have any more time to wait, she was serious. And that was months ago.

Even if she won't be chief yet, Miranda is empowered by the Chief's vote of confidence, and promptly gets Burke, Derek, Addison and Sloan to sign off on her proposal. She still needs funding to make it happen, however, and fortunately, a ceratain intern steps up to the plate. The newly wealthy Izzie Stevens says they should call it the Denny Duquette clinic.

A 23-year-old, Jilly, is admitted with Stage 4 cervical cancer - but it turns out that her family situation that makes the situation even more serious. She ran away from home at age 16 with her best friend, Rachel. Because she was baptized and then left, Rachel is forever shunned by the Amish community they grew up in. For Jilly, who was never baptized, the door remains open for a return.

When her Amish parents arrive at Seattle Grace, Jilly knows she is trapped between worlds - and the news she receives about her tumor spreading tears her apart. Despite their fractured family ties, and as close as she is to Rachel, home will always be home to her. Jilly decides to return, so that if she dies, it will be in the place where she was born.

Once again taking her emotional cues from her patient, Izzie decides that she must let her best friend go, just as Rachel must with Jilly. She and George have the closest of bonds, but even Izzie can't soothe his grief. The person that can, apparently, is Callie - and not just sexually. She means everything to him, he professes, and after an outpouring of emotion, George drops to one knee and says,

"Marry me."

A runner who pushes himself too far and nearly loses his legs as a result teaches Cristina a lesson. Rather than always trying to win, or in Yang's case, being right, it's about finishing the race. Crossing that finish line. Giving your best for the long haul. She ends her standoff with Dr. Burke by expressing her dedication to making their relationship work, no matter what happens. Burke finally breaks his silence with these words:

"Marry me."