Walter and Ann have a long conversation about Walter being forced to use a new model, Carol West. Ann appears to have resigned from the fact that she may no longer be modeling for Walter. Ann just wishes that Walter had told her sooner. Ann feels they have ht a snag in their marriage because of Walter not feeling comfortable to tell Ann. Walter says he was hoping he could change Buckley's mind. Liz meets her father, Henry for lunch. Liz asks about her parents marriage and Henry takes that as Liz maybe having cold feet. Liz assures that is not the case, just that the night before Matt seemed to be a million miles away emotionally. Henry says that sometimes space is needed..