When Caroline discovers that her childhood nanny dies, she and Max go on a road trip to the funeral in Philadelphia. Caroline discovers that the nanny's family has very little awareness of her meaning to the nanny's life, and it brings up Caroline's feelings of being abandoned by her own mother. In the end, the nanny's lesbian lover assures Caroline the Nanny did care very much for her - but her family knew very little about the nanny's real life - including the fact that she was gay. On the way home Max wonders if having a bad mother is maybe better than having no mother at all.
