Wilhelmina is sitting her office, at her desk when Claire waltzes in, and takes a seat.

"Can I help you?"

"I'd like to discuss something with you."

"What?" she snarls.

"I'm considering getting rid of Meade."

"What do you mean?"

"I think that it's time for me to move on. Meade started as a family company, but now..."

"Your family left you?"

"Exactly."

"So you're going to sell it?"

"No, I'd never sell it."

"Why not? You'd make a fortune."

"It would be blood money."

"So?"

"I'd rather give it away."

"Give it away? Does Alexis know about this?"

"Yes, she's given her approval."

"So who are you going to give it to? Charity?" she raises an eyebrow.

"I am feeling charitable, but not that charitable."

"Just to clarify you're giving the whole company away?"

"I'm planning on relinquishing mine, and Alexis' shares to the company."

"What percentage is that?"

"It would be the majority of the company."

"So who are you going to relinquish it to? Daniel?" she asks bitterly.

"No, Daniel can do whatever he'd like with his portion, but I won't let him have the rest of the company, he'd just run it into the ground."

"I'm glad you're being sensible about this."

"I'd like to give the shares to you."

Wilhelmina nearly chokes to death. She swallows hard, and questions, "I don't think that I heard you right."

"I'm giving you control of the company. I know that it's what you've always wanted. I'd like to give it to you."

"Why? What are you planning?"

"I'm not planning anything? This isn't a ploy. I want to give you control of the company."

"Why?"

"You deserve it, you want it, you should have it."

"You're serious?"

"Why wouldn't I be?"

"I guess I'm just having a hard time understanding."

"I want out."

"Ok, but you don't have to give me control of the company."

"You deserve it, you've earned it."

"Have you lost your mind? You hate me."

"I hate the things that you've done, but I realize that even though some of your choices have been selfish, you always looks out for what's best for Mode, I know you'd do the same if you were in charge of Meade."

"I'm flattered, I think."

"But?"

"I don't want the company."

"Since when?"

"I like being at the top, but I don't like being alone. I'm happy where I am."

"You don't want the company?"

"No."

"Why not? What's changed?"

"It's complicated. If you had offered me the company a year ago, I would have jumped on the opportunity."

"What's changed?"

"I'm just tired."

"It's lonely at the top, isn't it?"

"I don't want the company."

"I don't believe that for a minute."

"I'll admit, it's what I've wanted from the start..."

"But?"

"But I don't want it now."

"You really don't want it?"

"I don't. There are other things that I want, and taking over the company stands in the way of them."

"What other things? This company is your life."

"Not anymore."

"Did you meet someone?"

"No. It's complicated."

"Everything about you is complicated."

"This is different."

"Different how?"

"I don't know," she shrugs.

Wilhelmina's cell phone rings. She quickly checks the screen and holds her index finger up to Claire. She answers the phone. Claire listens as Wilhelmina talks to the party on the other end.

"You're sure? Ok, I'll be right there. Thank you," she hangs up. She stands up, and grabs her bag.

"Sorry Claire, I've got to go."

"Fashion emergency?" she questions.

"Something like that," she lies.

"Will you be back today?" Claire asks.

"I don't know, probably not."

Wilhelmina leaves, and Claire returns to her office. About an hour later Betty comes into her office.

"Have you seen Wilhelmina?"

"She left."

"Do you know when she'll be back?"

"No. Do you need something?"

"Just her approval."

"For..."

"For the cover shoot."

"Since she's not here the choice is yours."

"Ok," she turns to leave.

"Before you go can I ask you something?"

She spins around, "Sure, what?"

"Have you noticed..."

"Wilhelmina came back an entirely different person. Still demanding, and irritating at times, yet somehow tolerable, and almost understanding? Yeah, I noticed."

"I offered her a promotion."

"To what?"

"I offered to give her mine, and Alexis' shares of Meade."

"So she'd have control of Meade?"

"Yes."

"Are you out of your mind?"

"She turned me down," Claire admits.

"Why?"

"I don't know."

"Why would she turn you down?"

"I don't know, I was hoping that you could come up with a reason."

"Maybe she really does Daniel, and she doesn't want to hurt him. Her having control of the company would probably crush him."

"It doesn't matter, he's not here to stop me."

"How is he doing?"

"He's the same."

"When is he coming back?"

"He says that he's not."