Felicity goes to Noel's room to tell him about Hanna. He's on the phone with Hanna finalizing plans to get together later. Felicity can't believe Hanna's hanging out with them tonite. She tells Noel she only mentioned to Hanna that a group might be getting together tonite to prove that she's okay with Hanna being in New York. Noel asks if she has a problem with Hanna being there. Felicity asks if she should because Noel is acting kind of nervous. He says it's weird being in the same city.

Felicity and Elena are eating in the cafeteria when Elena spots Eli. Felicity tells her she met him in the art studio. Eli heads toward their table. Elena tells Felicity she'd better introduce her to Eli - she does. Elena tells him he can sit down if he wants. Eli tells Felicity she left a few of her sketches in the studio, so he put them in his drawer. He tells her she can come and pick them up anytime. She tells him she'll stop by.

Julie's working on a song at Ben's place when Ben come's in with Lynn and a few other swim team guys.They're pretty roudy. She packs up her guitar. Ben apologizes and offers to leave. Julie tells him she's leaving- she has a psych class in an hour.

Felicity, Noel, Hanna and Julie are hanging out. Julie leaves the table to see if Ben will join the group while Felicity pretends to go to the bathroom so she can spy on Noel & Hanna from across the room. Hanna has to leave so she can work on her music. Noel walks her out to get a taxi. Hanna hands him a cassette tape and asks him to listen and help her out like he used to. He hesitates then agrees. Hanna thanks Noel and then kisses him.

The next day Noel stops by Dean & Deluca to tell Felicity about the kiss - how Hanna grabbed his head and kissed him. He tells Felicity it didn't mean anything. He tells her Hanna gave him a tape of her music to listen to but he's going to send it back and he won't see Hanna again.

Julie expresses to Ben that she doesn't think his swim team friends like her very much. When they're around she feels like it's Ben & them and she's 'the girlfriend.' He apologizes. She tells him she's performing at open mic at the bar tomorrow nite and she'd like him to come and support her. He tells her he'll be there.

Noel addresses an envelope to mail Hanna's tape, but then decides to deliver it in person to her apartment. He tells Hanna he's done some thinking and he can't help her. She tells him she shouldn't have kissed him. Noel tells her since Thanksgiving he thought she was in Chicago dating some other guy. She tells him she was right here in New York the entire time missing him.

Felicity goes to the art studio to get her sketches from Eli's drawer. Eli tells her he really liked her sketches - he'd like to talk to her about them sometime. He tells her she should continue with her art.

Noel is looking at some old photos while listening to Hanna's tape when Felicity stops by to tell him about Julie's open mic performance tonite. He stops the tape. She asks him what he's doing. He tells her listening to Hanna's tape. He tells Felicity he went to see Hanna to give back the tape - nothing happened - they just talked. FElciity says first of all she would never assume that anything happened and secondly he shouldn't underestimate talking. He tells her he's confused. She asks if he's still in love with Hanna. He tells her he isn't.

Ben notices Felicity is a little down. She tells him it's Noel - he's confused about Hanna. He assures her everything will work out. She asks why he's so sure. He tells her Noel wouldn't choose to be with someone else when he can be with her. Felicity thanks him.

Felicity comes home to find Noel & Hanna leaving his room. She asks if she can talk to him. They go to her room. She tells him she doesn't want to assume anything, so she'll just come right out and ask what's going on. Noel tells her Hanna came to see him - she needs some help. She tells him to go. Noel says he doesn't know what else to do - she's desperate. Felicity tells him that if he's going to start defending Hanna or his decision she might throw up. He tells her that if she doesn't want him to go - he won't. She tells him not to turn this around on her - she's not going to tell him what to do. He says she's acting like it's so easy - you don't just stop feeling things for someone just because you start feeling things for someone else. Felicity says it was obviously a very deep relationship - deeper than she could ever possibly understand since she and Noel never slept together. Noel tells her that has nothing to do with it. She tells him she's glad she never slept with him and gave so much of herself to someone who's so uncertain about her. He tells her he thought it was over - maybe it is, but he doesn't know. Felicity asks if he's breaking up with her. He says he knows he can't ask her to wait for him to make up his mind. She tells him he's already made up his mind. If she hadn't walked in when she did he'd be gone already. She asks him to leave her room. He tells her he's sorry and leaves. She opens her door and watches Noel get on the elevator with Hanna.

Julie performs at open mic at the bar. Felicity and Ben show up for support.

Eli stops by Felicity's room. He tells her he has sketches he'd like her to see at the studio. She tells him she'd love to see them. Felicity is surprised to see the sketches are of her - Eli drew her from memory. He asks if she'd sit for him so he can draw her. She agrees.

Noel helps Hanna with her music. Later they are about to have sex when Noel stops. He tells her they can't do this. Meanwhile, Felicity makes out with Eli in the studio. He asks of she's okay. She answers 'yeah.' Eli asks if she wants to stop. Felicity says 'no' so they continue.