Felicity asks Noel what if one of his hypothetical friends hypothetically saw her hypothetically kiss some hypothetical guy - would he want his friend to tell him about it. Noel says he wouldn't want to know. Felicity explains that she saw Blair kissing another girl. Noel asks if she's sure it was Blair. Felicity is positive it was him. She tells him she'd want to know if she were Elena. Noel disagrees. He doesn't think she should tell Elena because he thinks it could get ugly.

In the cafeteria, Felicity begins telling Elena about how she was in the stacks yesterday looking for a Faulkner book when Elena's friend Tara (the girl Felicity saw Blair kissing) joins them. Elena introduces them and tells Felicity Tara , her 'girl from way back' has recently transferred to the university.

Julie tells Ben that she's found her birth mother. An investigator that she found on the internet has provided her with info. Her name is Carol Anderson, she's 36 yr old architect - owns her own firm. She gave Julie up for adoption when she was 18 and in college. She tells Ben she's going to go see her. Ben is worried. He warns Julie that her mother may not want to see her. Julie tells him her mom didn't give her a choice when she gave her up, so why should she get a choice now.

Disgruntled dorm residents complain about losing money to snack machines- the goods are getting stuck. Another resident, Sensa (the girl who helped with the dorm party), tells Noel she can help him get new machines- her cousin can get anything.

Felicity runs into Blair while checking her mailbox. he asks if they're cool. Felicity tells him she saw him kissing Tara in the stacks and thinks maybe he saw her too. Blair denies ever being there.

Julie plans her subway route to meet her mother. Ben suggests she just take a cab. He gives her money - she doesn't want to take it. He kisses her and tells her she just paid him back. She asks him to come with her. He agrees.

Sensa has told her family that Noel is her boyfriend to keep them from worrying about her. Noel hangs out in her family's warehouse making a good impression to get a good deal on a vending machine.

Across the street from Julie's mother's house, Julie begins to freak out and decides she doesn't want to meet her mother yet.

Noel tells Felicity he had to pretend to be Sensa's boyfriend. He tells Felicity not to be jealous. She says she's sure she's supposed to be, but it's just too sad. Elena comes over and asks Felicity to come with her. Blair and Tara are in Elena's room. Apparently Blair has told Elena about the kiss. He claims Tara was upset about her recent break-up and he was trying to make her feel better. She attempted to kiss him on the cheek, he turned his head and it ended up on his lips - it took a minute for them to pull away- but they did. Elena is not convinced and asks them to show her how a mistake like that happens. They unwillingly demonstrate minus the kiss. Elena asks Felicity if that's what she saw. Felicity says she doesn't know - she's trying to remember. She tells Elena the same kind of thing happened with Noel and his mom once.

Julie is attempting to write a letter to her birth mother when Ben comes by to bring her an Almond Joy. He suggests she take some time off from the situation. She tells him it's not his problem. She tells him he's been incredible helping her get thru the stuff that happened with Zack, but this is different.

Blair presents Elena with tickets to see Jonathan Redman at a jazz club. Elena is still understandably pissed. He asks her how long she's going to keep kicking him to the curb. She tells him until she can get the picture of him and Tara taking a second to pull away out of her head.

Julie asks Felicity why she makes tapes to send to Sally instead of writing. Felicity explains it's easier to express what she's feeling - she doesn't censor herself like she does when she writes. Julie asks to borrow the recorder. She goes back to her room and records a message for her birth mother explaining she doesn't want anything from her. She'd just like to meet her - even it's just once- to finally see herself reflected in someone else. She hopes her mother has thought about her too sometimes. Julie ends by thanking her mother for her life.

Felicity and Elena are studying at the library. She thanks Felicity for being there for her. She says she's forgiven Blair and Tara. Felicity gets up and tells Elena she's going to the bathroom. She goes and finds the guy in the stacks with the great memory. He tells her Tara and Blair have made out in his space three times. Felicity returns and tells Elena she's pretty sure the kiss she saw between Blair and Tara wasn't a mistake. She tells Elena about the guy in the stacks who's seen them up there three times. Felicity apologizes for not really telling Elena the truth before. She thought she should be honest since they're friends. Elena points out that she and Felicity don't have the kind of friendship she has with Tara. Felicity's 'never been to Elena's house,Elena's never cried in front of her, or laughed so hard that they were rolling on the floor. Elena tells Felicity that Tara was in the hospital with her when her mother died. She tells Felicity that believing her means that Tara is lying to her face and she can't believe that.

Julie goes to her birth mother's office to drop off the tape. The receptionist assumes she's there to apply for an internship. The receptionist hands Carol Anderson (Julie's mom) her messages. Julie just stares at her. Their eyes meet briefly as Carol heads for her office. The receptionist hands Julie an application.

Elena calls Blair and tells him she can't go to the concert with him tonite. He asks why not. She tells him she has way too much studying to do. He assumes she's still mad. She insists she has a lot of work to do - she and Felicity are going to be in the lab all nite. She tells him to go without her.

Felicity and noel are cuddled together sleeping on his bed when there's a knock at the door. Noel's too out of it to answer so Felicity does. It's Elena. She tells Felicity she knows she doesn't have a right to ask for much from her right now and asks if Felicity wouldn't mind coming out with her. Felicity agrees. They go to the jazz club and watch from across the street as people leave. Elena looks relieved when Blair comes out of the club alone, but then is crushed when Tara exits a few seconds later. Blair and Tara hug and kiss one another. Elena cries. Felicity puts her arm around Elena.