The clock is ticking for Dr. Herman (Geena Davis) on Grey's Anatomy. Thursday's episode juxtaposed two surgeons, Herman and Dr. Amelia Shepherd (Caterina Scorsone), as they each raced against time - Herman, trying to get through her case load, and Amelia dealing with the challenge of how to stop Herman's tumor in its destructive path.

And, as the pressure mounts, we get to see each of them at their most vulnerable. Herman lays awake at night pondering answer-less questions like, "Where do we go when we die?", and tells Arizona she's scared to hand over her patient list - even more so because Amelia and chirpy Arizona have given her a ray of hope; while Amelia confesses to Owen (Kevin McKidd) that she's worried she'll realize it's actually Derek who should be performing the surgery when she finally gets up close and personal with Herman's tumor.

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While Herman and Arizona deal with patient after patient (including a pregnant woman Bailey has taken on as her own personal charity case because she couldn't save the woman's husband six months ago), Amelia gives an impassioned presentation about the case that will make or possibly break her career. She breaks down the issue to two living things fighting for life and, improbably, anthropomorphizes the medical phenomenon that's killing Dr. Herman. Great job in these scenes by Scorsone, who has made Amelia one of the most interesting and likable characters on Grey's.

In dealing with one patient, Dr. Herman and Arizona have to perform an emergency C-section in a patient room. When Arizona chokes under the pressure, Dr. Herman performs the surgery. But it's a lost cause anyway, and Arizona has to break the news to the patient that her baby didn't survive - then gets yelled at by Dr. Herman for crying about it. (I realize it's a sad moment, but there's a real missed opportunity here for the writers to have Davis say "There's no crying in surgery!," League of Their Own-style.)

It's especially nice to see the relationship between Arizona and Dr. H - two women who really couldn't be more different if they tried. Whether they're setting fire to Dr. Herman's radiation mask after a vodka-laced sleepover, or discussing her funeral wishes while lying on the grass, it's clear that these women have formed a close, if unlikely, friendship.

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As Arizona has a breakthrough moment in the OR, Amelia finishes up her lecture, noting that her plan of attack will involve seven different surgeries over 18 hours (give or take). The audience is rapt, and impressed, but then Callie (Sara Ramirez) rains on Amelia's parade by asking her whether THE Dr. Shepherd (Derek) will be - she means should be - assisting Amelia with the surgery.

But there's no time for Amelia to decide whether she's finally up to dealing with Derek's "smugness." At the end of the episode, Herman goes to Amelia and requests a scan, saying that her vision is starting to be affected. And the results aren't good.

While Herman's getting scanned, Bailey rushes in to tell Arizona that her pregnant patient is in heart failure and needs emergency surgery. But that will have to wait, because Amelia needs to start operating on Dr. Herman immediately. And, with Dr. Herman giving last-minute advice to Arizona even as she's being wheeled into the OR on a gurney, here goes nothing ...On next week's episode.

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Other moments of note in the episode:

-Owen sweetly bringing Amelia coffee and telling her that she's going to have quite an audience for her presentation, then promptly getting blown off by Dr. Shepherd, who said she's not looking for any "distractions" while she's dealing with Herman's case. Ouch (but she has a point).

-Callie getting a bit jealous, seeing Arizona laughing and hanging out with Dr. Herman. It's the "perfect rebound" relationship, she notes, and one that doesn't even require grooming! But when they chat outside the hospital's 24-hour day care, Callie confesses that she's worried about Arizona getting too close to Dr. Herman - but just because she's concerned Arizona might get hurt if she ends up losing her mentor. Aw!

What do you think? Will Amelia be able to perform the surgery successfully? Sound off in the comments!

Grey's Anatomy airs Thursdays at 8/7c on ABC.