Sean is still filming his docuventary series. Ben tells him that Avery died in the Ambulance. He says she looked at him and died. The paramedics shocked her heart and she came back. Sean says that's really amazing. Ben says it's more than amazing. Felicity says it feels like a bad dream. You hear about things like this happening all the time, but not to you - not to people you care about. Noel says that at the party, his shoelaces were untied, so he bent down to tie them and the bullet whizzed right over him. Avery was standing behind him. Molly says James is in prison. They found him an hour after the shooting hiding behind a dumpster. She says she's going to go back to England for a while. She thinks it's the best thing to do right now. Tracy says he wants to go to Africa after what's happened. He says Elena was adamant that he go to Africa. He says it's a pretty important program - he'll be helping a lot of people. Elena says she was the lucky one, she was only shot in the shoulder.

Three months later Elena says she wore the sling for 3 weeks - she didn't think she'd ever be able to move her arm. She didn't think she'd ever feel safe again. She's currently taking a self-defense class. She tells Sean that now she could even kick his ass. Sean says 'oh, really?' Elena says 'Oh, yeah.'

Felicity comes home and Elena jumps out and yells 'Hyah!' and flips her onto the floor. Felicity tells her she has to stop. Elena tells Felicity if she were a burglar, she'd be dead right now. Felicity tells her to get off of her. Elena says not until Felicity agrees to take the self-defense class. Felicity says she'll take the class when she has time. Right now she has an important deadline. Elena asks if it's more important that defending herself. She tells Felicity she has to take control. Elena says she was shot and she felt helpless. Now she feels like she can handle any situation. She tells Felicity how empowered she feels. Felicity says she has so much going on right now - classes, work and Noel's existential crisis. Elena says maybe Noel needs a good flipping over. Felicity says maybe she should try that. Elena tells her she can learn how today at 4 o'clock at Retlick Hall. She tells Felicity to be there.

Noel is lounging around at the loft reading when Avery Swanson shows up with a gift looking for Ben. Noel tells her she's the reason he's not okay. Ever since the night of the shooting he's been thinking about what happened. He asks her if since that night who lives or dies seems random and arbitrary. He asks if life seems like one big stupid cosmic whim. She tells him she had the exact opposite reaction. That night reprioritized everything for her - gave her new purpose.

Meghan is upset that she's been assigned by her psych professor to work as teacher's assistant at the university's Elementary school as a part of the work study program. She says she doesn't like kids - they're loud and they smell weird. She says kids suck. Sean tells her she's going to be fine and that she'll have fun. Meghan is sent home to change clothes her first day on the job. She's told that the leather attire scares the children. Meghan says that the teacher, Ann Crane, is one of the most uptight, repressed, clean freaks she's ever met. She tells Sean the kids are going to end up being robotrons just like the teacher. Sean jokingly tells Meghan she should teach the kids witchcraft to get back at the teacher and drive her nuts. Meghan takes him seriously and begins teaching one of the little girls about spells. The teacher freaks out and orders a psychological evaluation for Meghan. Meghan tells Sean this will ruin her.

Felicity goes to the loft to work on 'Loser Pet Store' with Noel. He tells her that Avery stopped by. Felicity asks what she wanted. Noel says she wanted Ben so he sent her to Dean & Deluca. Felicity leaves and goes to Dean & Deluca.

Avery arrives at Dean & Deluca. She stares in dreamily from outside the storefront window. Ben notices her and smiles & waves. She waves back at him before going inside. Felicity arrives and sees Ben and Avery at a table talking. She goes over and introduces herself. Avery thanks her for the blankets and the candles Felicity sent her. Avery invites Felicity to sit down. She asks Felicity how Elena's doing. Felicity says Elena is back to normal - a little more than normal. Avery asks what she means. Felicity explains that Elena is taking a self-defense class that she's really into and wants her to take it too. Avery says she was going to take that class. Felicity tells her she was thinking about starting the class this afternoon. She tells Avery she's more than welcome to join her. Avery gives Ben a gift - an expensive watch. She tells him it's the best swimmer's watch they make. She says his mom told her he's a swimmer. Ben's surprised Avery has spoken to his mom. She says she wanted to get him something - she didn't know where to begin so she called his mom. Felicity says it's amazing. Ben says it's unbelievable. She tells him he saved her life. Ben says he didn't. She insists he did and says she wants to repay him. He tells her she doesn't have to buy him anything. She says if there's anything he wants or needs to tell her.

Elena see's Tracy kiss and hug another girl. Tracy hadn't even called her to say he's back from Africa. Later, in the self-defense class, Felicity asks Elena if she's talked to Tracy. Elena says she could barely breathe. She thinks maybe Tracy met the girl while he was in Africa. Felicity tells Elena she has to talk to Tracy. Avery agrees with Felicity. She tells Elena it's probably not what she thinks. The self defense instructor singles out Felicity and Avery to demonstrate a choke hold and flip, since they've been talking while they're supposed to be listening. Felicity pretends to be the choker and Avery flips her onto the mat pretty hard, then asks if she's okay. Felicity says she is.

Elena confronts Tracy about the girl she saw him with. He tells Elena her name is Rose. Elena asks if Rose is the reason he came back a month early and didn't tell her. Tracy explains that Rose was in Africa with her church group and they were working in the same village. Her group was scheduled to leave three days ago, so he opted to go with them. Elena asks if he and rose are going out. Tracy says they are. Later, Elena runs into Tracy and tells him that she's cool about his relationship with Rose. He says he didn't want to hurt her - he just didn't know how to tell her. Elena tells him she thinks he should be with Rose right now. Maybe she's a better match for him with the whole church thing at the moment. Elena says she doesn't know if they ever would've figured out the sex thing - it would have been the end of them. She tells him she just wants him to be happy and if being with Rose makes him happy then she's his answer. He asks if she wants to eat something. He gives her his wallet and tells her it's on him, to order whatever she wants, order a burger for him. He goes to the restroom. Elena opens his wallet to get money and finds a condom.

Avery stops by the apartment to see Felicity. She apologizes for flipping her in class. Felicity tells her it's okay. She gives felicity an expensive top. Felicity tells her it's too much and she doesn't need another top - especially one that costs more than the rent. Avery tells her it was nothing and insists she keep it. She asks if Ben liked the watch - she couldn't tell. Felicity assures her that Ben loved it. Avery asks how long they've been going out. Felicity tells Avery she and Ben have been going out for a year, although they've sort of known one another since high school. Avery says they seem like they were made for one another.

Ben is playing video games with Sean, Noel and Richard. Richard says Avery is a trust-a-fundian. Ben says he doesn't care if she's rich. Noel says Avery's Dad owns a magazine. Richard says he owns a publishing empire. Richard tells Ben that if Avery is in the mood to give, he has to ask. Ben says he's not asking her for anything. Later, Avery offers Ben courtside seats to a Knicks game. She says her father is friends with the chairman of the board. Ben attempts to turn her down. She convinces him to accept. As he's getting dressed to go to the game, Ben tells Felicity he couldn't say no to courtside seats. She tells him she's not saying he should have. She tells him it's weird that someone would offer you tickets and then not let you decide who you wanted to bring. Ben argues that Felicity doesn't even like basketball. Felicity tells him that Sean does. He could've taken Sean, Tracy, Noel, or Richard. Felicity says she thought Avery wanted to something for him. Not for him and 'her.' Ben asks Felicity if she wants to come - he's sure Avery could get another ticket. Felicity says she's sure Avery could. Ben assures Felicity it's just a basketball game. He says he feels sorry for Avery. The only way she knows how to make friends is to buy them things.

Felicity tells Noel that Ben went to a basketball game with Avery. Noel asks if it was just the two of them. Felicity tells Noel not to say it like that. She says it's just a basketball game and it's not like Avery is that cute. Noel says 'ok.' Felicity asks if Avery is 'that' cute. Noel tells her that from a guy's point of view she isn't an ugly person. Felicity asks if she should be worried. Noel says no. Ben calls Felicity after the game from a party. He says Avery put her name on the list so she should come. Felicity asks if she can bring Noel. Ben asks Avery if Noel can come. Avery says 'absolutely.' There's a long line outside of the club when Felicity and Noel arrive. Felicity is told that her name is not on the list. Avery and Ben's names aren't on the list either. They are directed to go to the end of the line. Felicity tells Noel she bets Avery didn't put them on the list on purpose. Inside the party, Avery introduces Ben to a couple of her girlfriends. They ask Ben if he likes the watch. Ben says he does. They tell him to get used to it - Avery is the most generous person they know. Ben asks to borrow Avery's phone again so he can call Felicity. They ask who Felicity is. Avery tells them Felicity is Ben's girlfriend. Outside the club Noel convinces the doorman to let them in. He asks if the list is the most important thing. Noel tells him there's only one list that matters - the list that determines who's going upstairs - not upstairs to the V.I.P. room. Noel looks up toward the sky. He offers the man money. The doorman asks Noel if he's kidding. Noel says it's all he has. (The dollar amount is not revealed) Once inside, Felicity finds Ben and Avery. Ben tells her he just tried to call her. She asks Avery if she can talk to her. Felicity confronts Avery about not putting their names on the list. She tells Avery she doesn't like feeling insecure. She says she'd rather just ask Avery, deal with it and get passed it. She asks Avery if she's interested in Ben. Avery answers 'Yes.' Felicity is thrown by Avery's honesty. Avery says she's only admitting it because she knows she doesn't have a chance with Ben. Avery tells her that Ben is so obviously in love with Felicity and that they make a great couple. She tells Felicity that she died in the ambulance that night and Ben was with her. His face was the first and last thing that she saw. In that moment she felt like she connected with him - like she saw into his soul. It's been months and she can't stop thinking about him. She tells Felicity that she knows she's a rich brat and one of these days she's going to learn that she can't have everything she wants.

After the party, Felicity and Ben go back to her apartment. Felicity tells Ben that she confronted Avery and she said 'yes' she was interested in Ben. She tells him that no one answers 'yes' to that question. Felicity tells Ben she thinks Avery is an evil person. Ben reminds Felicity it's not a normal situation - Avery was shot. Felicity asks how long that that excuse is going to last - Avery is still a person - she has to take responsibility for her actions. Ben smiles. Felicity asks why he's smiling. Ben says he's never actually seen Felicity hate anyone before. Felicity says she doesn't hate Avery. She says they never would have known her if it weren't for Molly, and then James shoots her and Molly's gone and suddenly Avery's everywhere. Ben asks Felicity to stop. He tells her to come lay with him on the bed. He tells her she doesn't have to worry - he really doesn't want anyone else. Felicity reminds him about the gifts from Avery. He tells her to forget about Avery. Ben says he just wants everything to go back to normal. Felicity tells Ben she didn't like what Avery said. Ben says he's sure she didn't. They kiss.

Avery goes to the loft with Noel. They have drinks. She asks him if Ben's coming back tonight. Noel tells her he thinks Ben is staying at Felicity's place. Avery tells him she doesn't feel like her life has all of the new purpose she thought it have. She tells him she feels kind of lost. Noel tells her he can relate - he's graduating in 8 weeks and he doesn't know what he's going to do with his life. Avery spends the night with Noel.

The next day Felicity and Ben return to the loft. Avery has bought Ben a motorcycle. Ben says he's not going to keep it. Felicity goes to Noel's room and asks if he's seen the motorcycle. Noel tells Felicity he was there when Avery called and ordered the motorcycle. He says she just picked up the phone and ordered it like it was a pizza. Felicity asks when. Noel tells her last night. He explains that Avery stayed over. Felicity can't believe Noel slept with her. Noel tells her it just sort of happened. He tells Felicity that when Avery wants something - she wants it. Felicity leaves Noels room and finds Ben sitting on the motorcycle. He tells Felicity he was just checking it out.

The next day in self-defense class Felicity tells Avery she saw the bike. Avery tells her it's gorgeous - she couldn't resist. Felicity tells her Ben is going to return it. Avery tells her no guy is going to return a bike like that. Felicity insists he's not keeping it. Once again they are chosen to demonstrate for the class. Avery says she thinks she can convince Ben to keep the motorcycle. Felicity says she doesn't think she can. The instructor yells 'Attack!' This time Felicity flips Avery onto the mat. She tells Avery she returned the top to the store and they're going to credit her account.

Felicity tells Elena about flipping Avery in class. She tells Elena she was right - it was so great and empowering. Elena can't get excited with Felicity. Felicity asks her what's wrong. She tells Felicity that Tracy doesn't love her and that he's sleeping with Rose. Elena cries and says that all this time she thought the sex thing was keeping them apart. She says he never loved her. Felicity hugs her.

Ben talks to Sean for the docuventary. He says Avery has been through a lot and he doesn't want to push her away. He agrees with Felicity that Avery has gone too far. He says he has to tell her to stop. Later, at Dean & Deluca, Avery asks Ben if he likes the bike. He tells her he does, but he can't keep it. She tells him he can - it's his. He tells her he can't and he can't keep the watch either. He gives it back to her. He tells her he wants her to stop buying him things. He says he knows she's just trying to be nice - that she's just trying to say thank you. He says he doesn't want this stuff. She asks him what he saw that night in the ambulance. He tells her he saw her die. She asks him if he heard anything. He asks her what she means. She says she could hear him. She was looking at his face - he wasn't saying anything, but she could hear him talking. It was like he was talking inside her and he said 'Don't go Avery, stay.' He tells her that's sort of what he was thinking. Avery says she heard him and she stayed - and when she opened her eyes he was there. She says now she feels like she belongs with him. He tells her she doesn't. He reminds her that he has a girlfriend. She cries. She tells him he can take back the watch and the bike - they're just things. She says what matters is what they went through that night and what she feels right now. She tells him she's never felt this way before - she doesn't think he has either.