- Clem and Joel are in bed, and Joel is convincing her that she's pretty.
- Then Clementine and Joel are lying on the ice, and Joel tells her that he could die at that moment and be perfectly happy.
- Joel realizes that losing all the bad memories isn't worth losing all the good memories. He wants to make it stop.
- Joel grabs Clementine, and they run through various memories.
- Joel runs to Doctor Howard. We see Patrick stealing Joel's information and Dr. Howard explaining that he is only a figment of Joel's imagination.
- In the meantime, Patrick is lying on the lake with Clem, and he uses Joel's words about being happy—but this only makes Clem upset. She wants to leave.