Felicity tells Sally she's so mad at Julie right now and although she would never do this, she wants to punch Julie in the face.

Felicity goes to the loft looking for Julie. Sean tells her Julie isn't there. Felicity asks Sean to tell Julie she stopped by and she really wants to talk to her - it's an emergency. Sean figures out Felicity heard about the song.

Felicity is on her way to meet Noel and Ruby at the Modern museum. She and Julie end up on the same subway car. Felicity gets up from her seat and goes over to sit next to Julie. She asks Julie if she got the message that she stopped by. Julie says 'yes.' Felicity asks if Julie was going to call her. Julie says 'no.' Felicity asks Julie if this is the way she's always going to talk to her? Julie says 'yes.' Felicity says 'Fine' and goes back to her seat on the other side of the asile. Just as she sits down the train stops and the lights go out briefly. When the lights come on there is an announcement over the loud speaker that there are technical difficulties. Passengers are asked to remain calm.

They've been underground for an hour. Felicity is working on her eye sketch. She goes over to try to talk to Julie again. She tells Julie she heard about the song - about what a monster Felicity is. Julie explains that she deals with her anger thru her music.

Noel and Ruby are wondering where Felicity is. Noel says he hopes she's okay. Ruby assures him that Felicity will be fine. She tells Noel she likes his watch. He says its a G-Shock he got off the internet. She says,'So, you're like a real geek.' Noel says he guesses he is. Ruby notices Noel's smooth hands. She tells him there's a theory about the connection between the roughness of a man's hands and his place in the modern world. She takes his hand. She continues telling him that thousands of years ago the most successful men - the real leaders had the roughest hands and the weakest, inadequate had the smoothest. She says that over the years that statistic or measurement has switched entirely. She releases his hand telling him he can have it back now. Noel and Ruby decide to go see the exhibit. They figure Felicity can find them inside when she arrives.

Felicity is still working on her sketch. She feels the need to talk to Julie. She whispers to Julie that she's sorry about everything that happened and she doesn't blame her for being mad or working it out thru her music, but performing that song at a club where their mutual friends hang out is like passive aggressive. Julie says,'No it's not.' Felicity says it's one thing to feel those things, but it's another thing to publicize them. Julie tells her it's called free speech. She tells Felicity she didn't perform the song so that Felicity would come running to her. Felicity tells Julie she'd appreciate it if Julie didn't advertise their history to everyone. Julie asks Felicity why she cares - maybe she feels guilty. There is another announcement over the loud speaker telling the passengers that they are still experiencing technical difficulties. A passenger enters from an adjoining train car tellthing the others that he heard someone say the train hit someone. Another person asks if it was suicide. The guy says it was probably a mole - a person who lives under the city. Felicity continues her conversation with Julie telling her she she's not guilty - she's angry. She tells Julie she's sorry she went with Ben. Julie asks Felicity if she would do it again if she could. Felicity is silent. Julie says Felicity's long pause means she would do it again. Julie says she walked in when Ben and Felicity were about to kiss and she'll never forgive Felicity for that. A passenger yells at them and tells them to shut up. He says their problems aren't real. He was on his way to apply for a loan so his family can eat. One woman comments that problems are relative and a broken heart can be even more painful than a broken rib. Another passenger comments that he thinks Julie was betrayed. The guy going to get a loan says niether one of them gets his sympathy. An attourney stands up and tells the passengers that none of them can pass judgement without all of the facts. He asks what they're so upset about. Julie says Felicity is mad because she wrote a song about Felicity and performed it in public. Everyone wants to hear Julie play the song so she does.(Song is not heard by tv viewing audience, goes straight to commercial as Julie tells them the song is called 'Felicity.')

The attourney asks if Julie is now living with Ben. Julie says,'yes.' He asks how Julie could forgive Ben but not her supposed best friend. Julie says Felicity was her first real female friend. One guy asks why they're traveling together. Felicity explains that they're not traveling together - they just happen to be on the same train - she's going to the museum. Julie says she was headed for the museum too. One woman says Felicity and Julie could be the reason the train stopped and they all could be there to help reunite them. One guy sees some people walking along the tracks and announces the moles are outside. Everyone races to the windows to have a look. The see punk/goth type people walking along the tracks. Some guy has his arm around Meghan as they walk with the group. She notices Felicity looking out of the window, she gives Felicity a 'so what' look and continues walking.

Noel and Ruby are at his place. He's showing her one of his 3D models. He leans in to kiss her. They crush the model. Ruby apologizes. Noel pushes the model aside and they continue kissing.

An elderly man comments that Julie and Felicity were never best friends to begin with. Felicity says she thinks they were. he comments they met when they were both seriously lonely - when they both needed a best friend. They shared a few things together and started to refer to one another as best friends. He says that was premature - they had never really earned that title. He says you can't 'get' a best friend - best friends 'become.' They don't happen in a meeting or in a year or two - friendship is only as valuable as what you put in. He says again that he doesn't think they were ever best friends to begin with. Felicity and Julie are silent. The man says they will either come thru this on their way to becoming the kind of friends they thought they were, or they're going to become memories that will fade into nothing.

An announcement comes over the loud speaker and the train begins to move again. One of the passengers wish Felicity and Julie good luck as they exit the train. A woman tells them if it doesn't work out - it wasn't meant to be. Once they reach the street Julie comments that it's dark (they were underground over 3 hours.) and that it's been a really weird day. She says there are really strange people in this city. Felicity says they are two of them. Julie agrees. Felicity asks Julie if she wants to get a cup of coffee or something. Julie declines and says she's just going to go back to the loft.

Felicity tells Sally that she and Julie spent hours in a subway car underneath New York City. She says she doesn't think they came out very well. After what she did to Julie all she can do is ask for forgiveness - it's up to Julie. Felicity says even if they weren't really best friends she misses her.

Ruby stops by Felicity's room and asks what happened to her earlier today. Felicity explains to Ruby that the train broke down. Ruby says,'Thank God, because could Noel Crane be any cuter?' Ruby goes and sits down on the bed next to Felicity. Ruby cant get over Noel's good looks. She says he's like a nerdy graphic design type, but with a total stud body. Felicity agrees that Noel is pretty cute. Ruby says he's also the most amazing kisser. She says she knows Felicity and Noel are friends, so she doesn't want Felicity to say anything about their conversation to Noel. She wants to keep things simple. Ruby says Noel is such a hottie. Felicity tells Ruby she's happy for her. Ruby thanks Felicity again for not coming to the museum.

Ben is working at Dean & Deluca when a woman comes in requesting 175 brownies by 5pm. She's in a hurry and is rather rude to Ben. Ben gets approval to fill the order from Javier. She tells Ben she's catering an event. Later she returns and tells Ben she needs 75 cookies by 5pm along with her brownie order. Ben is on break. Ben has had enough of her less than desireable attitude. He tells her she needs to learn to be more polite and treat him like a human being. She apologizes. Later, she returns and invites him to the party. Ben agrees. Later at the party she and Ben seem to be having a great time talking and laughing.

When Felicity finally makes it to the museum, Julie is there also. Julie tells her the song was really mean and she's decided not to play it anymore. Felicity thanks her.