Sean and Meghan have spent the night together. Meghan isn't at all comfortable with anyone finding out - she can't wait to get out of his room. Felicity sees her coming out of Sean's room. She makes Felicity swear she won't tell anyone.

Felicity has been thinking a lot about the internship she's been offered and if she should take the opportunity of a lifetime or go back to Palo Alto so that she can spend the summer with Ben. She's decided to turn down the offer. She goes to break the news to Professor Morton. Her counselor asks if she turned down the internship because of Ben. She encourages Felicity to take the internship and not give it up just to be with Ben. She says she likes Ben, but doesn't want to see Felicity pass up this opportunity. Felicity leaves her counselor's office and heads to Dean & Deluca. She sees Ben inside laughing and talking to a woman as she approaches the shop. Felicity looks hurt and disappointed. Later, she finds out the woman is Javier's cousin Natalie, in town for his wedding.

Felicity asks Ben if he were her - would he take the internship. Before he can answer she tells him about seeing him with Javier's cousin and she realized that even in the same city she can't babysit their relationship. Ben says he would take it. He tells her to take the internship. Felicity looks upset. She tells him it's too late - she already turned it down. He tells her all she needs to do is talk to professor Morton. Ben says maybe they should slow things down a bit. Felicity says,"Yeah, that's probably smart."

The next day Ben complains to Sean that Felicity wishes she'd taken the internship. He only told her to take it because he thought that's what she wanted to hear. Felicity complains to Elena about Ben saying he would take the internship - that he would choose an internship over their relationship. Felicity tells the professor that she's once again interested in the internship - if it's not too late. Professor Morton says one of her grad students is considering turning down a paying job to take the internship. She'll call Felicity if it doesn't work out.

Meghan tells Sean she can't see him this summer because of WICKA camp. She has tons of spells and potions to memorize.

Julie's birth mother,Carol Anderson, calls and asks Julie to meet with her. Julie tells her she's surprised she called - she hadn't heard from her all year. Carol tells Julie her biological father is sick. He needs a kidney transplant and she wants Julie to take a test to see if she's a match.

Sean hosts a pre-wedding dinner for Javier and Samuel. Felicity stands and says she's proud to be Javier's best man and that she admires how open and honest Javier and Samuel are with one another. When Javier was going to be deported last year, Samuel risked losing his job to be with Javier. Ben stands and comments that Javier was being forced to leave - he didn't have a choice. It's obvious to everyone that they are talking about their own relationship. Ben says he was trying to be supportive. Felicity tells ben he was indifferent. Felicity tells him the need to talk. The go to Ben's bedroom. He tells her he was telling her what he thought she wanted to hear. They kiss and undress. Ben and Felicity have sex on Ben's squeaky bed while guests are in the next room. They think no one can hear them. Javier tells everyone to start talking so it's not obvious that they know what's going on in the bedroom.

Felicity tells Ben she doesn't want the internship anymore. She flies home 3 days after Ben. He says he doesn't know if he can wait that long.

Julie tells Ben about her biological dad's illness and how her mother asked her to test to see if she's a match. She tells Ben she didn't give her an answer - she just walked out. Julie's still angry that her mother never told her father about her. He still doesn't even know Julie exists. Ben agrees that her mom handled things all wrong, but points out that her father has been totally innocent and he's the one who's sick...

Sean had the calls forwarded from the loft to his cell phone. Professor Morton calls Felicity. Javier is afraid Samuel has changed his mind. Felicity tells him it was her professor - she's got the internship - the professor's grad student decided to take the paying job instead.

Sean gives Meghan a sterling silver skull necklace. She tells him no one has ever given her anything not meant for her nose,tongue or belly button.

Javier and Samuel recite their own vows during the wedding ceremony. Felicity and Ben smile at one another throughout the ceremony. Felicity tells Ben professor Morton called and she got the internship. Ben asks if she's going to take it. Felicity tells him she is.

Noel gets chummy with Javier's cousin Natalie. He tells her he feels a connection with her. She suspects he wants to feel a connection with someone - anyone, after his breakup with Ruby. Noel says he doesn't think that's the reason, but so what if it is. He doesn't care. He's tired of always trying to do the right thing and be accomodating to everyone. Natalie asks if he feels like doing something dangerous. He asks, "Like what?" She doesn't specify - just says something scary,impulsive and wild.

Later that night, Felicity tells Ben she doesn't want him to leave tomorrow. The next morning Ben looks at his plane ticket, then looks at Felicity as if he's trying to decide. The alarm goes off and Felicity wakes up. Elena calls and asks if they've heard from Noel. Natalie's relatives called looking for her. She missed her flight. Half of Noel's stuff is gone. She tells them Noel left a note saying "See you in September - maybe."

Julie calls Carol, but hangs up when she hears her voice.

Meghan tells Sean she's decided not to go to WICKA camp. Her parents have a villa in Tuscany - she asks Sean if he wants to go there for a couple of months. He agrees - they kiss.

It's time for Ben to leave for the airport - his taxi is waiting. Felicity tells him to call her when he gets there. She tells him the summer will go by fast. He tells her if she doesn't like the internship she can always come home. He says they'll figure things out - it's only for 1 summer. Ben tells Felicity that he loves her. She says she loves him too. She tells him to have a safe flight as she wipes tears from her eyes. Ben tells her to be careful. Felicity returns to the loft and lays down on Ben's bed. Her counselor calls and asks her to stop by the office. Felicity goes to see her. She tells Felicity she heard she decided to take the internship. She tells Felicity she usually doesn't discuss her private life, but she's made an exception. She shows Felicity a photograph of her husband. They spent 4 years on and off while he was in the airforce years ago and they're still together today. She gives Felicity hope that her relationship with Ben will survive if they really love one another. She tells Felicity she's proud of her for choosing herself over a guy - she's growing up. Felicity says she wishes growing up felt a little better.