Ben tells Javier that Greg punched him in the face at the restaurant. Javier assures Ben that this isn't the final chapter. He asks Ben to help him pick out a ring for his boyfriend Samuel.

Felicity tells Elena and Julie that Greg dumped her, yet she hasn't really thought about it much. Julie asks how can she get dumped and not think about it. Elena tells them that Tracy is a virgin and he won't have sex until he's married. Julie tells them that Sean told her he loves her. Elena asks how she feels about him. Julie says she doesn't know.

Felicity tells Ben she shouldn't have left him on the floor in the restaurant. He tells her she was right.

Felicity tells Meghan she needs her to take her out to wherever it is she goes, to forget about Ben. Meghan initially says no. Felicity tells her she wants to go to that wierd world where potentially distracting things happen. Meghan agrees to take her out. Felicity convinces Elena and Julie to go with them. They head to the T-Bone Club. Once inside the club, Felicity, Julie, and Elena make a pact to not think about Ben, Sean, or Tracy.

Noel are at the loft enjoying a movie and snuggling under a blanket on the sofa. Sean comes in and plops down on the sofa next to Ruby. He tells them he loves the movie they're watching.

Ben tells Javier he's given up on Felicity. Javier tells Ben to open up his eyes - Felicity is turning him down out of fear. He's hurt her in the past and she doesn't want that to happen again. Javier assures Ben that Felicity loves him. He takes Ben to the T-Bone Club. The bouncer doesn't want to let them in. Javier tells the guy that he and Ben are celebrating their 5 month anniversary. He gives Ben a quick kiss on the lips. The bouncer lets them in. Once inside Ben spots Felicity he realizes Javier's plan. Felicity spots Ben staring at her. Javier suggests they talk. Felicity tells Ben she's glad he apologized to Greg. Ben laughs and says he apologized just in time for Greg to punch him in the face. He admits he deserved the punch. He tells her if he had known they were going to break up he would have hit Greg back. Felicity and Ben plan to hang out later.

The girls stop at a convience store after leaving the club. Meghan lets Felicity in on a secret. She tells Felicity she has a 'Ben' - it's Greg. She says they were married in the sandbox when they were in elementary school. Greg enters the store. Meghan sees this as her big opportunity. Felicity reminds her that she just broke up with Greg. Meghan says she knows - he's vulnerable. Meghan goes over to him and refreshes Greg's memory. She says they were married in the sandbox - he was in first grade. She says she was fat - very fat. He remembers. She asks if he wants to go find a sandbox. Greg laughs. She tells him she's serious. He apologizes and tells her he's not interested. Meghan returns to Felicity and tells her it's her turn to take her out. Felicity takes her to Richard's party (still celebrating his student council president victory). Meghan says the don't need men - they can go out and have a kick-ass time. She says they're strong sisters doing it for themselves like Aretha Franklin.

Ruby tells Noel the movie was fun. He asks if she has plans with Wade tomorrow. She says she doesn't want to talk about Wade. They kiss.

Javier practices his marriage proposal to Samuel with Ben. Ben asks if they're really happy. Javier says they are. They've had some rough times in the past. Javier says he cheated on Samuel with the water delivery guy. He had to prove himself over again. Ben asks what Javier did. Javier tells him every man has to find his own way of showing his true love. Javier asks Ben if he thinks Samuel will say 'yes'. Ben says Samuel will - if he's smart. Javier throws his arms around Ben and says it's the sweetest thing Ben has ever said to him.

Julie reminds Felicity that she's supposed to meet up with Ben. Meghan and Elena tell Felicity that she shouldn't meet Ben tonight - She's her own woman. Felicity says they're right - She doesn't need Ben. Felicity calls the loft to tell Ben she won't be meeting him. The answering machine comes on. Felicity rambles on & on about how she doesn't need Ben and how she doesn't trust him. She's not going to let him screw up her life again. She says they can't be together and she doesn't think they should even see one another as friends until they're past all of this stuff. She tells him she's moving out of the loft tomorrow and that they can never really be... (Felicity had 1 too many beers at Richard's party)

The next morning Meghan says that when they don't need a man is when they should get together with them. Felicity says she's been pushing Ben away because she couldn't trust him when in reality she's the one she can't trust. She says she doesn't need Ben to survive - now is the time to get together with him. She remembers the message she left the night before and races to the answering machine to delete the message. Sean tells her Ben already heard it - last night. He took off and Sean hasn't seen him since.

Javier tells Felicity that Samuel said 'yes' to his marriage proposal.

Ben shows up later that day. He tells Felicity he walked around all night trying to figure out ow to show her he's changed. He went to New Jersey and found the film they were supposed to see in the Park the night last fall when he stood her up. They watch the film on the roof top and renew their relationship with a kiss.