John and Leo are in Marlena's room talking. Leo asks if John has considered that his mother poisoned Marlena. John says it's not possible, the Diana he knew wouldn't do that. Leo says she's changed, that being married to Richard Cooper really messed up both of them. John apologizes for Leo having such a rough life. Leo talks about how he and Diana have never gotten along, she even blames him for Richard Cooper's death. That gets John's attention, but Leo covers and says Diana blames him for everything that went wrong in his life.
Then Leo turns the tables and asks John to tell him about his life, his childhood, asks about what he liked. John kind of stammers (imagine giving Leo that history lesson???), but Leo asks if he liked football or baseball. John then smiles and says yes, he was into baseball, but says his past is really confusing, and Doc has been his life, that's why she needs to recover.
Then Marlena flatlines. John screams for help. Kayla runs in (and Sarah gets a text, so she comes running). Kayla tells John and Leo to leave. Leo does, but John stays as Kayla uses the paddles to shock Marlena a few times. Finally she turns to John, devastated. John realizes what she's trying to say and he screams NO and tells her to try again. Kayla looks at him sadly, as you see Marlena in bed, with the monitor showing all flat lines.
After Leo left the hospital, he ran into Diana coming out of the pub with an order of takeout for John. Leo tells her that Marlena flatlined and Diana smiles like the Cheshire cat.
Stefan and Ben talk about Ben caring for Ciara and how he doesn't want to be with her for fear of losing control and hurting her. Stefan is actually very nice as he tells him he's been reading too many Incredible Hulk comic books and he won't lose control with Ciara. Ben talks about what a monster Clyde was with his mom. Then he brings up how he wanted to kill Jordan. Stefan points out that Jordan was going to kill Ciara and he stopped her. Then he talks about his own father, who he never knew, but understands he had an obsession with Marlena, so maybe that explains why he was obsessed with Abby and her alter.
Stefan goes on to say that they can't let their fear of being like their fathers stop them from finding love in their lives, then tells Ben to take a break. Stefan leaves the room while Ben talks to Stefano's portrait and asks if Stefan is right. Someone's at the DiMansion front door. Ben opens it and there stands Ciara.
Earlier, Julie and Ciara go round and round about Ben. Julie pointing out all of Ben's flaws, while Ciara counterpoints them. She mentions how he quit working for Stefan, and Julie says she guesses Ciara hadn't heard...Ben is now working for Stefan again. Ciara asks how she knows and Julie says Chloe told her, seems Stefan had Ben installing more security cameras.
Rex and Sarah drone on, with him going on and on about how he wants to be with her, then asking if he should be worried about Eric making a play for her. She assures him Eric would never do that, while looking guilty over her kissing Eric.
Eric and Brady are having words out by the nurses' station. Brady oversaw the kiss and is asking Eric why he shouldn't tell Rex. Eric keeps telling Brady it's not an issue, that he's not pursing Sarah, blah, blah, blah. Brady brings up Nicole. Eric shuts him down, says they need to get along for Marlena's sake. Rex walks up and notes that Eric and Brady seem to be having a tense conversation.
