A rival company is closing down, so Charlie and Bailey decide to take their clients. Suddenly, Mitch has a heart attack and Charlie decides to slow down the production line. One of the new clients offers Bailey a chance to get back to Business school. Mitch tells Charlie not to give up what they've worked so hard to built. He dies and Charlie thinks that it would be better to keep it a small company, so he can have more time for his family. Charlie asks Bailey to join him in the company. Julia has to decide what to do with her life. She is offered to be a speaker in a women conference, but turns down to get a new job as a columnist in a women magazine, where she has to write about futile things. Justin opens her eyes on what she is missing, and she decides that she should go to the conference. Bailey keeps pressuring Will and they have a fight. Holly decides to annul the wedding and move back to England, and Will decides to move back to college. Claudia is accepted for both Stanford and Julliard, and she has to decide if she'll stay home or give up everything she has to pursue her dream. Todd refuses to sleep with Claudia just for guilt, so she tells him that she'll stay in Stanford. They sleep together, and Claudia reconsiders Julliard. Bailey thinks about going back to school.