Felicity and Meghan conduct their second dorm meeting. One of the students, Gretchen, runs out crying saying she can’t handle this. Felicity goes to Gretchen’s room to find out what’s going on. Gretchen apologizes for ruining the meeting. She says she’s losing her boyfriend Ian. She’s decided to follow a magazine article from Girl World :’10 Steps to Winning Him Back.’ She show’s Felicity the magazine. Felicity begins reading aloud from the magazine.

#1 - Seduce him on the cell phone. When your ex is en route, give him a ring on his mobile and purr naughty nothings.
#2 - Fire him up with lusty lingere.
#3 - Put blush on your nipples.

Felicity stops reading and tells Gretchen she cannot do this. Felicity says she wouldn’t be in a relationship where she couldn’t be herself. She tells Gretchen those lists are asking you to be a lie - pretend you’re someone you’re not. You shouldn’t have to do that to keep your boyfriend interested. Gretchen asks Felicity if she has a boyfriend. Felicity says ‘sort of - they’re just starting out.’ Gretchen says beginnings are the best - they’re always sweet and romantic. She says Ian used to leave her love notes everywhere - in her backpack, in her shoes. Then one day he got a funny look on his face and she never got another love note again.

Felicity tells Sally she hadn’t really seen that look on Ben’s face yet. She doesn’t want to over analyze this - she just wants it to be what it is - which is great.

Felicity and Ben are getting ready to open up Dean & Deluca for business. Ben starts juggling muffins and ends up dropping them onto the floor. Felicity bends down to help him pick them up. She tells him she loves being with him - it’s great. He hesitates saying ‘ yeah, it is.’ Felicity asks if he’s alright. He says,’yeah.’ He’s just going to unlock the front door.

Felicity tells Sally the look on Ben’s face seemed like a funny look. It had all the signs of a classic funny look. She says she’s going to ignore it - maybe Ben is just stressed out about his class schedule.

Elena tells Noel it’s time for him to move on - Felicity has. She tries to get him to ask out a waitress. Noel chickens out and only asks her for a straw. Noel says it’s like he’s lost all of his moves. Elena asks what about Beth in Berlin. Noel says she doesn’t count - she was drunk and he was desperate.

Julie asks Sean if she can have a party at the loft. He tells her ‘no.’ 150 college kids equals a trashed apartment. Julie suggests 150 college students @ 5 bucks a head. Sean quickly changes his mind. They agree to split the profits 50/50. She tells him there’s a guy named Tim in her human sexuality class that she thinks is interesting. She’s been looking for an excuse to talk to him - now she has one. Julie runs off to class. A disappointed Sean says he’s glad he could help.

Felicity gives Ben photographs from their road trip. He looks at the photos emotionless. Felicity asks what’s wrong. Ben says he’s fine. Felicity says he has a funny look on his face - it’s the second time she’s seen it today. Felicity asks if he’s happy. Ben says, ‘No.’ He doesn’t know if this is what he wants right now. Felicity says,’Oh - okay.’ Ben says he’s sorry.

Felicity tells Elena about Ben. She says she wishes she knew why - she should have known this would happen. Elena tells her she was just following her heart. Felicity says she hates her heart right now. Elena says he’s a guy - nothing they do ever makes sense.

Sean tells Ben he did what he had to do. Ben asks what if he made a mistake.

Gretchen tells Felicty the list is working. She’s wearing a tank top, mini-skirt & heels she can barely walk in. She says Ian called her. She gives Felicity the magazine & tells her there’s an outfit on page 54 that would look killer on her.

Noel returns to ask out the waitress. She tells him she doesn’t date customers and she has a boyfriend. He goes home and tells Elena what happened. Elena gives him some pointers on picking up women.

Felicity is looking at photos of her trip with Ben when one of her advisees stops by to ask her out. Felicity tells him he’s a pest and she’s never going out with him.

Ben stares at a photo of Felicity from the road trip. He stops by her dorm room to talk. Felicity asks if it was just her or did they have an amazing time on their trip. Ben agrees they had a great time. Felicity asks what changed between then and last night. She tells him she’s just trying to understand what happened. She says she started to blame herself. Ben says he feels a lot of pressure. He doesn’t think he’s going to be able to live up to her expectations. She says she just wants to be with him. He says he thinks she wants more than that - someone who’s going to be totally focused on her long term. He thinks she wants someone who’s going to talk about everything. Ben says he’s not really good at that. It’s a lot to do with her thinking this might be love. Felicity asks who said anything about love. Ben confesses to listening to her tape. He says everything has to be such a huge deal to her. She yells at him - he came into her room, picked up her tape recorder and listened to her thoughts. She says to her, it is a huge deal. Ben tells her it isn’t going to work - he thought maybe it could, but it can’t. He leaves.

Felicity decides to try some things from the list in the magazine. #5 - Go where the action is.( She says that one shouldn’t count because she was planning to go to the party anyway.)#6 - Dress high voltage. ( Felicity says she can rationalize that one because she would have wanted to look nice anyway.) #7 - Let him see you with another guy.( Felicity asks the pesky advisee if he minds going to a party with her. He’s ecstatic .)

Elena encourages Noel to talk to a girl at the party and attempt to get her phone number. Noel stumbles a bit. He finds it difficult to start a conversation. Ben notices Felicity arrive with her date. She’s wearing a strappy red dress. Julie asks Sean to help her out - her friend from class, Tim, is not what she expected. She says he’s a little weird.

Felicity tells Sally the minute she arrived at the party she wanted to leave because the list only changes the way you look - not the way you feel.

Ben approaches Felicity and asks if they can go someplace to talk (#9 on the list is to stay indifferent. Felicity tells Sally this may prove to be difficult.) They head towards the elevator. Noel barely notices the girl giving him her phone number written on a napkin as he watches Felicity leave with Ben. Ben tells Felicity she looks great. She says.’ Thanks, but don’t think I wore this for you.’ Ben says, ‘Right, you wore it for your date.’ She tells him she wore it for herself. Ben apologizes for listening to her tape. He takes her hand and pulls her close. They kiss. (Felicity tells Sally that #10 on the list is ‘don’t let him see you care.’ Felicity says that’s something she should try . Maybe she does show her feelings too easily.) She tells Ben maybe they can just take it day by day - no expectations. Ben asks if she’s sure. She says,’yeah.’

Felicity and Ben were supposed to meet for a movie in the park. Felicity packed a picnic. Ben didn’t show. The next day at Dean & Deluca, Felicity tells him she went to the park. He apologizes saying he totally forgot - he was helping Sean return some stuff from the party. Felicity tells him it’s okay. He says he’ll make it up to her and thanks her for being so understanding.

Felicity tells Sally she can’t stop wondering if she’ll still be herself if she gives up parts of herself.

Gretchen visits Felicity. She tells her Ian dumped her. Felicity asked if he liked the shoes. Gretchen says he didn’t even like the blush on her nipples. She tells Felicity she can’t believe she did that. She asks Felicity how she does it - not compromising herself - never doing something she totally doesn’t believe in just to be with some guy.

Felicity waits for Ben after one of his classes. He’s surprised to see her. She tells him she can’t be with him like this. She can’t compromise herself. She’s a emotional person - she feels things - she needs to be able to talk about how she’s feeling - that’s who she is and she can’t change it. She doesn’t want to. She tells Ben he knew it and he still pursued her because he wants something with her, he just isn’t strong enough to have it. She says in a way that makes him a coward and the saddest part is that one day he’s going to wake up and realize what he missed and it’ll be too late. Ben tells her he doesn’t know what to say. She says she knows - it’s okay. She kisses him on the cheek and walks away.

Felicity tells Sally the time had come to let go of old habits and old dreams. She’s ready to move on to see what else is out there. It’s one thing to say you’re going to let go and another thing to do it - to loosen your grip - to let yourself fall. When she went into the hair salon she was taking a leap . Not for some guy or because of some list. She was doing if for herself. Felicity watches her long hair fall to the floor.