Having successfully delivered his thirty-eight pounds of meth to Gus, Walt races into the parking lot of an abandoned motel where he calls the hospital and learns that Skyler has given birth. Walt ditches his spare tire to his Aztek and stashes a duffel bag in the tire well. At the hospital, Walt greets Skyler and tenderly holds his daughter before noticing Ted standing behind him, who had driven Skyler to the hospital. "I just wish you had been here," Skyler tells Walt after Ted leaves. Later, Walt runs home to retrieve her overnight bag and unload his duffel, which is packed with over $1 million cash.
The next morning, Jane is roused by a phone call from her father, Donald. She tells him that she overslept and is running late, but she'll see him soon. When Jane tells Jesse that someone broke into his apartment through his back door, Jesse races into the kitchen, finds the meth gone, and spins into a total panic. After Jane and Donald attend a support group meeting, the two talk at a coffee shop. Donald asks if Jane is seeing Jesse, and is unconvinced when she says she isn't.
At the White residence, Junior answers a silent call. Walt fights for the phone when it rings again, and pretends it's a call enquiring about the new baby. When he's out of earshot, Walt berates Jesse for calling at his home number and when Jesse tells him that the meth is missing. A few moments later, Jesse notices four messages on his answering machine.
That evening, Hank and Marie head to the White residence for a family dinner: chicken from Los Pollos Hermanos. While they eat, Skyler reveals her plan to return to Beneke Fabricators; with Walt's upcoming surgery they'll need the cash. Late that night, Walt shows his new daughter, Holly, the cash he's hidden in the garage. "Daddy did that for you," he says.
The next day, Jesse goes to Walt's classroom and angrily confronts him for taking the meth stash. In response, Walt castigates Jesse for getting high, blaming him for being strung out during "the biggest deal of our lives" and missing Holly's birth as a result. When Jesse demands his share of $480,000, Walt refuses, saying Jesse will kill himself within a week is he spends the money on dope. Jesse insists he is clean, but balks when Walt hands him a glass beaker and challenges him to take a urine test. Jesse, realizing he's caught out, hurls the beaker against the chalkboard and storms out after Walt insults Jane.
Back home, Junior proudly unveils his new website: SaveWalterWhite.com, where visitors can donate funds for Walt's surgery. Walt is mortified by the appeal for charity, but Skyler says that it would crush their son if Walt made him take it down, questioning why Walt is so offended at the idea of charity. Saul tells Walt that he knows of a hacker in Belarus who will launder Walt's drug money through his son's website. Walt, however, is resentful, as this would mean his family would never know he was responsible for the cash.
Meanwhile, Jesse takes another speedball under Jane's direction. While he does, he grouses about Walt and tells Jane that he owes him $480,000; she is shocked by the amount. Jane then adjusts Jesse's body so he's on his side, "in case you throw up".
The following day, Donald attends a support group meeting without Jane. Returning to the duplex, he catches Jane exiting Jesse's apartment. Barging past her, Donald enters the apartment and spots their heroin. Enraged, he attacks Jesse, who defends himself with a baseball bat. Donald, exasperated after a ten-year battle to save his daughter, calls the police to report Jesse and Jane, but relents when she promises to enter rehab the following day. Jesse is visibly relieved when Donald hangs up the call. However, after he leaves, Jane suggests that she and Jesse can do whatever they want if they get the money Walt owes to Jesse.
Jane, identifying herself as "Jesse's junkie girlfriend," calls Walt and demands that he pay Jesse his share. When Walt still refuses to pay, Jane reveals that she has learned enough salacious information about Walt -- such as his job as a high-school teacher and his brother-in-law in the DEA -- to ruin him. Jane demands that Walt deliver the money that night.
While Jesse and Jane contemplate whether Walt to cave to their demands, Skyler sends Walt to the store for diapers. Walt grabs Jesse's share of the cash and heads to the duplex. When Jane answers the door and tries to grab the duffel bag, Walt insists on only handing over the money to Jesse. Jane threatens him again before she slams the door in Walt's face. With bundles of cash in both hands, Jane giddily says that the money will allow them to go anywhere and become anybody they want. Caught up in the moment, the couple dream about using their money to start a new life in New Zealand after they get clean. Meanwhile,
Walt goes to a bar, where he calls Skyler on a payphone and falsely tells her that he can't find the right size diapers. He finds himself sitting next to Donald, unaware that he is Jane's father. The two men talk about daughters and family. Referring to Jesse as a "nephew" who's in trouble, Walt describes the frustration of knowing what's best for kids who refuse to listen. "Family," Donald concludes. "Can't give up on them. Never."
Taking the conversation to heart, Walt returns to Jesse's apartment in the hopes of talking sense to him. After getting no answer at the front door, and breaking in through the back door as he had before, he finds Jesse and Jane passed out in bed. Walt is saddened by the used syringes on the bedside table. When he attempts to wake up Jesse, Jane flops onto her back. Moments later, Jane starts retching and choking. Walt moves to help her — she’s still passed out — but after some contemplation, he pauses...
With Jesse still passed out beside her, Walt watches as Jane asphyxiates on her own vomit and ultimately dies. Shaken, Walt puts a hand to his mouth and tries to recompose himself, as a tear runs down his cheek.
- In the original script, Walter was supposed to enter Jesse's apartment and shoot Jane up with an extra dose of Heroin in order to purposefully kill her.
- When Walt first walks into the Jesse's room, you can clearly see that Jane is awake as you can see her blink despite not being able to see her face clearly.
- The episode begins on a birth, Walter's daughter, Holly, and ends in a death, Donald's daughter, Jane. During the episode, Walt and Donald meet in the bar and briefly discuss their respective daughter. This discussion with Donald causes Walt to worry about Jesse and go home to find out if he is alright, which results in Jane's death, without Walt knowing at this time that she is Donald's daughter.
- His hesitation at helping Jane live obviously stems from his fears she could still be a threat, knowing his identity and all. Plus, her regretful demise might be the best hard lesson for Jesse to learn, in order to frighten him off his burgeoning heroin addiction - (whether that instead backfires remains to be seen...)
- In the next episode it is revealed that Phoenix is Jane Margolis's place of birth, The episode Phoenix is presumably based on the fact that Walt & Jesse's drug deals were operating again after aligning themselves with Gus due to the fact the Phoenix revives from it's ashes after death, as well as the birth of Holly and the death of Jane.
- Phoenix is also the name of the Mars lander which found water. Walt and Jane's father talked about the discovery in the bar after seeing a television report.
- Jane's convulsions as she is asphyxiating to death mirror those of No-Doze right before he died in "Seven Thirty-Seven".
- The scene where Walt watches a documentary about elephants and listens to Skyler sing "Hush Little Baby" over the baby monitor will be referenced heavily in "Fly".
- Bryan Cranston said the scene with Jane affected him as a father, and that although it was very difficult for him to film, it is one of his favorite scenes.
- Walt leans Holly on her side with a towel in case she spits up, which is a reference to his newfound fears from the death of Jane. This is further referenced before, when Jane tells Jesse not to lie on his back in case he throws up.
- In the fourth opening "still" of the motel, we see a pink fluffy heap, closely resembling the pink teddy bear.
- SaveWalterWhite.com is a real web page in real life.
- If you click on the "donate" button it will automatically take you to AMC's Breaking Bad home page.
- Tomas Potts as Tattooed Biker
- Cydne Schulte as Tattooed Woman
- Tony Whitecrow as Addict
- Wendy Scott as Nurse
- Erik J. Bockemeier as NA Sponsor
- Meth Drop Point - The very beginning of the episode shows Walt dropping of the bag full of meth at the De Anza Motor Lodge. The building is located at the corner of Washington and Route 66, Albuquerque NM. **Update 2020** Google satellite photos and street view show the hotel has been mostly demolished and a new structure is being built in its place. Google Maps
- AA Group Meeting - Later in the episode Jane and her father go to a AA meeting, the outside of the building shown is located at 800 Barelas Rd SW, Albuquerque NM.
- "Baby's Coming" by Dave Porter (as Walt delivers the meth and rushes to the hospital)
- "Desperate Times, Desperate Measures" by Susie Boehm (in the background during dinner with Hank & Marie)
- "Hush Little Baby" performed by Anna Gunn as Skyler (sung to Holly while Walt watches TV)
- "Green Grass & High Tides" by The Outlaws (playing in the bar when Walter talks to Donald)
- "Jane's Demise" by Dave Porter (when Walt goes back to Jesse's apartment)
- "This is blackmail. Do right by Jesse. Tonight. Or I will burn you to the ground."
- ―Jane talking to Walter.