Felicity asks Randy to talk to Ben and tell him that nothing happened. She thinks that if Ben sees that he's a real person and actually a nice guy... Randy tells her he's probably the last person Ben wants to see. Felicity says she loves Ben and she doesn't know what else to do.

Richard stops by the loft and yells at Noel for telling Javier that he's gay. Noel asks him to explain the photograph of him and Jason with their shirts off and arms around one another. Richard explains that they worked together at the theme park in Florida. It's possible that Jason had feelings for him, but he's not gay. Meghan says Richard is very defensive. Richard says he's not gay - he's a virgin. That's his big secret. He's never even kissed a girl. He says he's always been afraid to tell anyone for fear they'd laugh. Meghan can't hold in her laughter. Richard leaves. Meghan tells Noel she wishes she felt compelled to apologize and continues to laugh.

Sean 's doctor tells him that he has a tumor and they are going to have to remove the testicle. He goes home and lies to Meghan and Noel and tells them that there was a misdiagnosis and everything is fine.

Noel gets a computer repair call. Sean tags along to get footage for his docuventary. Noel is excited about this job because he thinks the girl is hot. When she's out of earshot he tells Sean she smells good. Sean reminds Noel that he's still married.

Randy runs into Ben at the bar. He tells Ben that nothing happened the night of the party - lots of people had too much to drink. Ben asks if he kissed Felicity. Randy tells him again that nothing happened. Ben tells Randy he thinks he's full of crap. Ben jumps out of his chair, grabs Randy's neck and throws him down on the floor and punches him repeatedly.

Elena's boyfriend Tracey goes away to help his church with a house building project. Elena offers to take Tracey's place and work with his partner on a sociology project. She's shocked when she finds out Tracey's partner is her cute neighbor ,Finn from across the hall. Finn tells Elena that he likes Tracey, but he likes her too. Elena tells him Tracey is a good guy and that she's not an option. Elena calls Felicity at the loft and tells her that she doesn't know what to do - she's attracted to Finn. Ben comes home, so Felicity hands the phone over to Meghan. She tells Elena she should sleep with Finn - she's in college she should have fun. Elena tells Meghan she called for support, not a license to cheat.

Meghan throws a dinner party to celebrate Sean's 'good health'. Richard tells a story about a cousin who had to have both of his testicles removed. Sean says he has to go and get some air and leaves. Sean's doctor calls. Meghan tells him she can take a message. He asks her to tell Sean to call him so they can reschedule his surgery.

Felicity tells Ben he can't keep treating her this way - not speaking to her and avoiding her. She asks if Randy called him. Ben tells her he saw Randy at the bar. Felicity asks if Randy told him that absolutely nothing happened. Ben says Randy started giving him the whole speech. Felicity notices ben holding an ice pack on his hand. She asks Ben if he got into a fight with Randy. She starts asking him if he hurt Randy. Ben knocks over a lamp and yells at Felicity and warns her not to start defending Randy. Felicity leaves the room.

Meghan goes outside to talk to Sean. She tells him the doctor called to reschedule the surgery. Sean tells her that that doctor doesn't know what he's talking about. He wants to get another opinion. Meghan reminds him that he already got a second opinion and both doctors have told him he can't afford to screw around. Sean tells her he's too healthy and young to have his testicle amputated. Meghan tells him he has to deal with this - he has to call the doctor. She tells him that if he can't do it for himself , then do it as a favor to her.

Elena tells Felicity that Finn kissed her and she kissed him back. Felicity tells Elena that Ben beat up Randy - they think he has a concussion.

Sean presents Ben with a pen his grandfather gave him when he was six years old. He tells Ben that if he dies he wants him to have it. Sean asks Ben if he's going to Felicity's art show. Ben says he's not going. Sean says now that he knows he has cancer he sees things differently. He tells Ben he's out of control. Ben tells him Randy deserved to be hit. Sean tells Ben that he's changed his mind about the pen. Ben tells him he didn't want the pen anyway. Sean tells Ben he has a problem, he's got this anger that has nothing to do with Felicity, yet he's taking it out on her. He says that if Ben is willing to let one drunken night break them up then maybe he doesn't deserve Felicity. He tells Ben it's a really good pen and gives it back to him.

Noel returns to fix the new girl's computer. She's a junior transfer from Florida State majoring in dance. She tells him it's really nice of him to come back and help her out. She goes to her room to change. Noel tries to get a better look and knocks over a drink onto her laptop.

Ben shows up at the gallery. Felicity's professor introduces her to a couple of her friends who tell Felicity that her work is wonderful. Felicty looks up and sees Ben, but he's walking away.

Sean asks Tracey where he can talk to God - where he can find Him. Tracey tells him it's about grace and His mercy. He tells Sean that there's a reason this is happening to him. It's like an alarm and he can't hit the snooze button. Tracey tells him to ask God what he needs to and God will do what He does. Tracey says he has faith that Sean will make it through this and maybe once he does, maybe he'll realize that he doesn't have to find God. God has already found him.

Molly asks Richard if it's true that he's never kissed a girl. He tells her that Meghan is going to have to learn to keep quiet. Molly kisses him and tells him that now Meghan is wrong. She tells him not to get any ideas about the two of them - they're just friends. She tells him she's sure that one day he's going to make some girl mad with happiness.

Elena tells Finn that the kiss can never happen again because she has a boyfriend. He tells her he understands and then they kiss again.

Ben tells Felicity that he wants things to go back the way they were. Felicity says that she does too. She asks if he can believe her. Ben is silent. Felicity walks away. Felicity discovers that Ben purchased her picture. He tells her that the guy is kind of running into walls like him - like an idiot. He says that he doesn't know if she was thinking about him when she did it, but he loves it. He tells her that she's the one person that he can trust and he needs that. They hug.

Ben goes out to the grocery store. Randy and his frat brothers are waiting outside for him. The frat brothers beat him up.