As Meredith puts Zola to bed and falls asleep, she begins to wonder -- what if her mother had never had Alzheimer's and she'd had loving, supportive parents? The reverberations of a happy Meredith Grey change the world of Seattle Grace as we know it. What if she had never met Derek in that bar and he had never separated from Addison? What if Callie and Owen had become a couple long before she met Arizona? And what if Bailey never evolved from the meek intern she once was?

In a final attempt to save Erica's life, Amelia arrives at Seattle Grace to beg Derek for help with the gliosarcoma case; Cristina and Owen engage in heated arguments during marriage counseling; Alex realizes that in order to be a good doctor, he'll need to improve his people skills; and Meredith is given a chance to shine when a man enters the ER after getting his hand stuck in meat grinder. Meanwhile, the residents continue to study for their upcoming oral boards.