Noel tells Felicity the kiss was a stupid drunken mistake and he feels terrible about it. Felicity tells him she feels the same way. They're fear David's mother,Professor Sherman, won't give them a fair grade in her class. Professor Sherman assigns each student to draw two portraits of themselves, one as they see themselves and the other as they think the world sees them. Then she tells them to pair off with a partner and draw one another's portraits. Felicity and Noel decide to work together. Felicity tells Professor Sherman that the kiss with Noel had nothing to do with David. She tells her she admires her as a teacher and she wants to make sure what happened isn't going to affect their student teacher relationship. Professor Sherman tells Felicity she's going to pretend Felicity never asked her that question.

Felicity has a dream where Noel tells her he missed her and then kisses her. Eli says he had her first. David says he's the one who taught her how to make love. Ben says he's her soulmate. Noel says that he's her soulmate. Lucky says he's a metaphor for her sexual ambivalence and confusion.

Felicity tells Elena about her dreams. She says she had a chance with Noel last year and she doesn't want to make the same mistake again. She asks Elena if Noel and Ruby are serious. Elena says she thinks Noel likes Ruby, but Felicity and Noel have a history - that makes a difference.

Felicity decides to confront Noel and live with the consequences. She stops by Noel and Elena's place. Ruby answers the door. She's back in town. Her film shooting schedule was rearranged so she was able to return to New York earlier than she'd expected. She tells Felicity Noel is in the shower. Later, Felicity and Noel are working on their portraits. Felicity notices Noel has been shopping. He tells her he can't decide what to give Ruby for Christmas. He bought her a palm pilot and a bracelet. He asks Felicity which gift he should give Ruby. Felicity says she'd be able to tell him if she didn't have a personal interest at stake. She tells Noel she wants to go out with him again. He tells her it's bad timing. Felicity thanks him for being hones. Noel says now he feels weird. Felicity says they should both feel really good because the just got it out there. Felicity tells him to give Ruby the bracelet because it's what she'd want.

Julie performs at the bar. A record company rep. tells her she had a great set and he's interested in hearing a demo and possibly passing it on to his partner. Sean immediately doesn' trust they guy.

Felicity tells Elena she really respects Noel's decision. Elena says it only makes her want him more. Felicity tells Elena she's right. Elena says it sucks how that happens.

Noel gives Ruby the palm pilot. She tells him she loves it, thanks him and tells him it's perfect because she's so disorganized.

Julie tells Sean the record company is thinking about paying her to record 3 or 4 songs and if they like what they hear they may actually sign her. Sean tells her the guy seemed more interested in hitting on her. Julie yells at him for not being happy for her. Sean says the guy seems a little slimy. Julie reminds Sean that he doesn't even know the guy.

Felicity and Noel get together again to work on their portraits. Noel tells Felicity he gave Ruby the palm pilot and she seemed to like it. Noel suggest they try a staring technique a guy from their drawing class told him about. They try staring into one anothers eyes and a few seconds later they're about to kiss when Elena comes home. Felicity denies that they were about to kiss. Elena says she doesn't care and they should just go ahead and get it over with.

Felicity has another weird dream. This time Ruby is in sleeping in bed next to her. Felicity looks underneath her pillow and finds the bracelet broken to pieces. Ruby wakes up and says she really wanted the bracelet . Felicity says she wanted it too. Ruby shows her the palm pilot.

Ben is having trouble writing a 5,000 word paper for his American Literature on The Invisible Man by H.G Wells. Sean reads the assignment instructions - examine the theme that American society willfully ignores and opresses African Americans. He clues Ben in that he's been reading the wrong book. Ben was supposed to read Invisible Man by Ralph Ellison.

Ruby tells Felicity she's thinking about getting a plane ticket to fly back to LA with her over Christmas break. She received extra money in addition to her salary from working on the movie. She worries it may seem too extravagant - it would freak him out. Felicity says she doesn't think it will.

Felicity asked Noel if he would have kissed her the night before. He says maybe. He tells her he's a mess right now - he and Ruby are just starting out. She tells him he's been sending her signals. She tells him it's not fair to Ruby. Noel says he thinks he's ready to trust being with Felicity again. Ruby stops by Felicity's room and pours her heart out. She tells Felicity about the gifts he'd sent her while she was in LA. toys, candy, and cards he'd made on the computer. She asks if Felicity and Noel are getting back together. Ruby said when she gave Noel the plane ticket he seemed really touched, but different and he wasn't sure he could go. She's noticed that when Noel talks about Felicity or talks to Felicity on the phone, he's different. Ruby admits she can't compete with Felicity. Felicity assures Ruby that she doesn't have to worry about her. She says as complicated as it is she and Noel are just friends.

Felicity tells Ben that Ruby came to see her. She tells Noel he should go. She says Ruby had a sweet,urgent tone in her voice. It was all too familiar to her. She remembers last year she was the old girlfriend. She tells Noel he should go to LA with Ruby.

Felicity and Noel get good reviews from Professor Sherman for their final projects. Felicity thanks her for being generous and giving a good critique. Professor Sherman says she was only judging the art - not the artist.

Noel gives Ruby the bracelet. She loves it.

Noel sees Felicity off in a taxi to the airport for her trip home for the break. She kisses him on the cheek before getting in the taxi.