Avery stops by Dean & Deluca and tells Ben she's going to South Hampton this afternoon. She tells him her offer still stands. Ben says he doesn't think he should go. She tells him she just thought he'd like to get out of the city and go someplace to clear his head. She tells him she's having other people over and he'd have his own bedroom. He asks what time she's leaving. She asks what time he'll be ready. He tells her he can be ready by 4 o'clock. Later, Meghan tells Felicity that Ben went to South Hampton with Avery. Noel stops by and finds Felicity on her bed crying. He asks if she's alright. He asks if she's crying. She tells Noel she's fine and that she doesn't want to talk about Ben. Then she tells him the worst part is that there's nothing she can do - she has things like homework, and she has to study for tests and books to read - and she can't do any of it. Felicity tells Noel that Ben told her he was confused and she basically told him to go and figure it out, not knowing he was going away with Avery. She thought he meant he needed some time. She tells Noel that when guys talk about being confused - it's just a cover. Still crying, she tells Noel she thinks she and Ben just broke up. Noel hugs Felicity and tells her it's okay. She says it doesn't feel like it. He tells her he's knows what she needs - he's going to get it for her. Later, Noel returns with a 'break-up kit.' Felicity opens the shoebox and finds candy, coupon for free double feature for her and a guest, coupon for 1 free popcorn, an Aretha cd, a coupon for a magic show and a coupon for Noel's Aunt Eunice's beef stew. She asks if his Aunt Eunice is going to make it. He tells Felicity she's dead, but she can make it herself or he can make it for her. He tells her the only requirement to keep the kit is that she has to redeem any one of the coupons tonight. She chooses Aunt Eunice's beef stew. She asks Noel to make it. He tells her it's going to be the best meal she's ever had. She thanks him. He tells her not to thank him until she's tasted the beef stew. Felicity watches Noel prepare the beef stew. She tells him she thinks she blew it. She didn't tell Ben how she feels - that she loves him and that she didn't want him to go. She says there were so many things she should have said. She tells him if she had been the one who told him she was confused and he just told her to go, she would have thought he didn't care at all. Noel tells her he's sure Ben knows she cares. Felicity's not so sure. She asks Noel if she can take a rain check on the beef stew dinner. Felicity calls Avery's roommate and gets the address to the house in South Hampton. Noel tells her she can't go there and that it's a crazy idea. She says if she doesn't, she's going to regret it for the rest of her life. Noel suggests she just get the phone number and call Ben. She explains that she can't do this over the phone. Noel asks her if she's prepared if things don't go well. She answers, 'No.' He wishes her good luck. She borrows Sean's cousin's car and drives to South Hampton.

Elena meets a guy, Deforest, who offers to take notes for her in class. She calls him and asks if he'd take notes for her again. They agree to go out to dinner. Deforest sends her flowers before the date. Elena thinks he's really sweet. She tells Molly no one has made her feel so good about herself since Tracey. Elena says she and Deforest have so much in common. Molly tells Elena she needs to tell her something. Elena says it's so nice to go out with someone who doesn't care so much about looks. She can't help but wonder if Rose and her big boobs had anything to do with her break-up with Tracey. She says Deforest seems so much deeper than that. Elena asks Molly what she has to tell her. Molly doesn't tell Elena what she originally intended, instead she tells Elena she offers to take Elena to the doctor to have the eye patches removed.

Meghan decides to have a séance to contact her dead dog, Pickles. Sean and Molly join her. Then Sean decides it's stupid. He says it's embarrassing and if anyone that he knows saw him, they wouldn't want to be his friend anymore. Meghan begins to talk like Sean's deceased grandmother, Gaboom with a New York accent. She calls Sean, Seanny and tells him that she had to go because his grandfather was calling and her lungs weren't so good anymore. Then she tells him she left something for him in the closet of her old room. Sean asks what it is and Meghan pauses, stops talking like Sean's grandmother and asks them what just happened. Sean calls his parents and asks them to look in his grandmother's old closet and tell him what they find. He tells Meghan what she did was absolutely incredible. He tells her it was his grandmother's voice. Meghan tells him she made it all up. She tells him she didn't think he was going to go crazy and call his parents - she just did it to shut him up. She says he was being such a pain in the ass. He tells her it was cruel.

Ben calls the apartment to speak to Felicity. Meghan answers the phone. She tells him that Felicity has become like a little sister to her. She tells him that she didn't even like Felicity at first, but now she loves her like she was her weird, spastic baby sister. She warns him that if he hurts Felicity she will kill him. She tells Ben that Felicity isn't there and hangs up the phone. Avery comes in and invites him to come outside and meet her friends. She kisses Ben and he hesitantly kisses her back. She tells him that she's wanted to kiss him for a long time - even before James arrived at the party and started shooting. Avery introduces Ben to her friends as the man who saved her life.

Ben and Avery are surprised to see Felicity when she arrives. Felicity asks Ben if she can talk to him privately. She tells Ben that she's confused most of the time. She tells him there's nothing more frustrating than not being able to articulate what it is that you want. She tells him that she knows that he and Avery experienced something very profound the night she was shot and she can't compete with that - she's not even going to try. She tells him that they can work through this. Before he left, she didn't tell him that she loves him, but she does. She reminds him that they've been through so much together. If what they have together wasn't real or worth saving, they wouldn't have made it this far. She tells him that if time is what he needs he should take that time, but she'd rather go through this with him. She tells him that she loves him and she wants this to work out. He hugs her and tells her he can't believe she drove all the way out there. He says he wishes he could say something to make it better and he wishes he could say he's not confused anymore, but he can't. Felicity tells him she had to try and she doesn't regret coming there. She leaves.

Sean tells Meghan that his parents found an envelope with $2000 cash in his grandmother's old closet. He tells her it may just be coincidence, but it's amazing and it's because of her. He tells her to buy the red patent-leather boots that she's been wanting to buy. He tells her to charge it on her credit card and he'll pay her back. She tells him he's the best boyfriend ever. Later, Meghan is wearing the boots. Sean tells her he was only joking and he's not paying her back. He was just trying to teach her a lesson. Meghan tells him she charged the boots to his credit card.

Avery and Ben return from South Hampton. Ben finds out that he got a 'B minus' on his political science test. Avery tells him he should have used the old tests she bought him. He reiterates that he got a 'B minus.' Avery says,'That sucks,' and tells him she's sorry. She doesn't understand that Ben is ecstatic about his 'B minus.'

Elena gets her eye patches taken off. She can't wait to see what Deforest looks like. Molly can't bear to tell her the truth. The door-bell rings. Elena opens the door and is surprised to see that Deforest is overweight. She tells him he has a beautiful voice. He tells her he understands that she agreed to go out with him when she couldn't see. He tells her if she doesn't want to go she should just tell him so they don't waste their time. She agrees to go out with him, despite the fact that he looks nothing like she'd imagined. She tells him dinner will be her treat.

Felicity tells Noel things didn't go so well. He reminds her that she never got to experience his Aunt Eunice's beef stew. They have dinner. She tells him the food is good, but the dinner is great. He asks if he can talk to her about something. He warns her not to feel weird. Ben comes in and unknowingly interrupts. He asks Felicity if they can talk. They go to her room. Ben tells her it was an amazing thing for her to drive all the way to South Hampton. He explains that he was confused about what he went through with Avery. He says it's one thing to know you're going to die, but it's another thing to actually see it - to go through it with another person. She asks what happened in South Hampton. He tells her nothing happened in with Avery. He says being there made him realize that he didn't want to be there - that he wanted to be with Felicity. He tells her that he got his political science test grade when he returned. He said it should have made him happy, but it didn't because she wasn't there. He tells her he got a 'B minus.' Felicity smiles. He apologizes for making her go through all of that. He thanks her for coming to South Hampton - for everything. She asks him if he's sure. He says he's sure - really sure. They hug.

Felicity stops by to see Noel and thank him for helping her. He tells her it doesn't look like she'll be needing the break up kit. She says it doesn't look like she will. Noel tells her that's good. She tells him she doesn't know what she'd do without him. Noel tells Felicity he doesn't know what he'd do without her either.