An old friend of Meghan's named Chris is coming to town for a visit. Sean is excited because Chris is a filmmaker and one of her films was featured at the Sundance Festival. He can't wait to show her a rough cut of his docuventary.

Ben is struggling studying for a political science test. Avery tells him that Noel told her he was stressed about it. Ben says he wishes Noel would just shut his mouth sometimes. Avery tells him she knows someone who can get him last year's tests from the class. Ben declines the offer and says he should probably do it on his own. She gives him her cell phone number and tells him to use it if he needs to. Later, Ben tells Noel not to discuss his grades anymore. Noel says never again.

Elena's been in her room in bed, depressed about Tracy. She asks Noel what's wrong with Tracy. She's been trying to figure out why he's no longer interested in her. She says she's smart, funny and nice. Noel agrees. She says there's got to be some reason Tracy dumped her. Noel says it's her boobs. Then he tells her he's joking and tells her to get her ass out of bed. Elena looks down at her chest and says maybe Noels right - maybe her boobs are too small. She tells him that the girl that Tracy was with has big boobs. Noel attempts to demonstrate the size with his hands. Elena yells at him and says it's all guys care about. Noel says it's not true - she's been reading too many magazines. She says that she's going to prove to him that having a 'C' cup makes a huge difference. She says it would change her life. Later, Elena stuffs her bra with tissue to prove to Noel that breast size matters. She stuffs her bra with tissue. Richard comes in and can't take his eyes off her. He asks if she cut her hair. Elena says, 'no.' He tells her she looks different. She asks if it's good or bad. Richard says it's definitely good. Elena tells Noel he was right about the boobs. He tells her again that he was only joking. He tells her to un-inhance herself. She tells him she might get implants. Noel tells her he can't see her with them.

Meghan hasn't seen Chris in 4 years. She's engaged to be married. She asks Meghan if she thinks about the summer they had one intimate night. Chris says it was an amazing night and they never talked about it. Chris tells Meghan she was in love with her then and she thinks she still is. Meghan tells her that she's with Sean now. Chris can't help but wonder what things would have been like if they'd had a actual relationship.

There's a bad storm that causes a power outage just before Sean is ready to show everyone a rough cut of his docuventary. They light loads of candles around the apartment. Sean uses Noel's charged laptop to view the docuventary.

Chris tries to get Meghan to talk about her feelings - if she still has any for her. She says she was afraid Meghan would laugh at her or tell her she's crazy - but Meghan hasn't done that. She leans in to kiss Meghan when Sean walks in. He asks what's going on. Meghan accuses him of spying on her. Later, Sean asks Meghan why she never told him that she's gay. She tells him she's not gay - it was only one time and it was 4 years ago. He tells her he walked in on the beginning of the sequel. She says she didn't see a reason to tell him about something from her past. He tells her that if he'd had a romantic evening with a friend of his who happened to have a penis, she'd want to know about it. Meghan says ' Not really.' She says she didn't tell him because she knew he'd overreact. He tells her she's gay and it would be great if she wasn't his girlfriend. He asks her who she is. He says it would have been nice to know beforehand that his girlfriend is gay. Meghan tells him he doesn't have a girlfriend anymore. She goes and talks to Chris. Meghan tells her that she and Sean broke up, but they always break up and then get back together. She tells Chris she can't wait to make up with him because she loves him. She asks Chris if she should even be getting married when she 's obviously confused about her feelings. Chris says she isn't sure what she's going to do.

Sean asks Felicity if Meghan has ever come on to her or tried to get a look at her in the shower. Felicity, annoyed by Sean's questions tells him 'No.' During the movie, Felicity catches Avery staring at Ben from across the room. Avery looks away when she sees that Felicity as caught her looking at Ben. Later, Ben decides to allow Avery to contact the guy with the tests. She tells him that the guy has tests from the last 3 years. Ben asks how much it's going to cost. Avery tells him not to worry about it - she'll take care of it. He tells her he can't let her. She tells him it's okay - they guy is waiting for him to call. Ben agrees and tells her they can go outside the apartment to make the call. Felicity tells Noel about the tests. She says that since Avery has been hanging around she feels like Ben is withholding stuff from her and telling Avery instead. When Ben and Avery return, Noel tells Avery that things aren't going to work between them. Avery tells him she understands. Noel accuses her of using him to get close to Ben. She denies it and seems angry that Noel would think she was using him. Later, after Avery leaves Felicity confronts Ben and tells him that she was in the hallway and overheard his conversation with Avery about the tests. He tells her it's not a big deal - every frat has tests that they make available on the internet. She asks if it's not a big deal, why he didn't tell her about it and why he's been confiding in Avery instead of her. She tells him that he doesn't need to cheat on his exam. He says he didn't tell her because it's embarrassing. He says he's not like her - able to miss an entire semester of a class and then pass it with only two days of studying. He says maybe he's stupid. He leaves the apartment. Avery is outside. He asks what she's doing. She tells him she was waiting for him. She goes back to the loft with him. She tells him she'll be testifying at a hearing tomorrow about how the shooting has affected her life. It will be used to determine the length of James' jail sentence. Ben advises her to tell the truth and not hold back to protect James. Avery says she's going to talk about her recovery, the rehabilitation, the 3 months of school she'll have to make up and meeting Ben. Ben tells her they don't want to hear about him. Avery invites Ben to come to her parents' house by the water in South Hampton. Ben tells her it sounds great, but he can't. She asks if it's because he doesn't want to or because he has a girlfriend. Ben sighs. She tells him she's going to let him think about it.

Richard finds Elena checking out a website with information on breast enlargements. Richard gets excited and tells her he'll have to add the site to his favorite places. She tells him he's disgusting and the only reason he couldn't take his eyes off her was because of the tissue she'd stuffed in her bra. He tells her she looked nice. He tells her her breasts are perfect and touches them. Elena, in self-defense mode, kicks Richard in the face sending him crashing to the floor. The next day she stops by his dorm room and apologizes for injuring him and gives him a breakfast muffin. She tells him she's not going to get implants.

Felicity asks Noel if he thought she was difficult to talk to when they were going out. Noel tells her she's the easiest person in the world to talk to. Noel tries to cheer up Felicity by showing her one of Ben's docuventary interviews video taped a couple of weeks ago. In the interview, Sean asks Ben if he's tired of being with Felicity. Ben says she's tough, but it's a good thing. She has standards and she pushes him and he overreacts and gets pissed off at her, but the next day he realizes that she's right - always. He says that's why he loves her. He asks Sean not to tell her what he's said and asks Sean to erase the tape. Sean says 'absolutely' and tells Ben his secret is safe with him. Felicity thanks Noel for showing her the interview and kisses him on the cheek. She goes to the loft to talk to Ben and is surprised to find Avery there. She asks what's going on. Ben tells her nothing - that he's just helping Avery with her victim statement for tomorrow. Avery leaves. Felicity and Ben stand in the doorway. He tells Felicity there's nothing going on. Felicity tells him she came over to apologize to him. She doesn't believe there isn't anything going on with just the two of them sitting alone in the dark. He reminds her that there's a blackout. She asks what's going on with them - they have this whole thing. He tells Felicity he doesn't have a thing with Avery - he was helping her. She argues that Avery is helping him cheat. Ben says he doesn't want to cheat on the test - he has too. He tells her he does - that he's been on academic probation since last year and if he fails the test, he'll fail the class and then he'll get expelled. Felicity can't believe he's been keeping this from her for an entire year. He says he hadn't told anyone - he didn't want anyone to know. Felicity notices he's wearing the watch Avery gave him. He says Avery asked him to try it on. He asks Felicity not to make a big deal about it. Now in tears, Felicity tells Ben to keep the watch - help Avery - she says she doesn't care anymore. She walks away. Ben closes the door.

Felicity tells Noel she and Ben got into a huge fight. He asks what happened. Felicity says, 'Avery happened.' She says Avery and Ben have this connection between them and she feels like she can't compete. Noel says there's no way Ben would like Avery. Felicity reminds Noel that He slept with Avery. Noel calls himself a slut. Felicity says everything sucks and now Noel's moving to Seattle. Noel says he's not moving.

Felicity and Noel are walking down the street. Noel starts talking about 'Loser Pet Store.' Felicity tells him she doesn't want to talk about it. She suggests they go to the movies. Felicity sees Ben across the street. She turns around hoping he doesn't see them. She tells Noel she doesn't want to see him. Ben spots them from across the street and crosses to catch up with them. He asks Felicity if he can talk to her for a second. She tells him she doesn't want to talk right now - she and Noel are going to see a movie. She walks away and Noel follows, leaving Ben standing alone. '

Meghan apologizes to Sean. She tells him she doesn't care about Chris 'like that.' She tells him Chris is aware that she's not interested. She and Sean kiss and make up.

Ben goes to see Avery to find out how her victim statement went. She tells him it went good. She asks him about the exam. He tells her it went well, at least he thinks it did. She asks if the tests helped. He tells her he didn't use them - he threw them out. Avery tells Ben she thinks he'd really like South Hampton.