Felicity runs the spell-check through Ben's paper. She begins to read it and does some unauthorized editing. Later she turns in their papers.

In the cafeteria Felicity tells Julie about the review session with Ben. Zack comes along and reminds Julie about a screening of a classic Russian Film. Felicity comments things seem to be going really well between Julie and Zack. Julie says they're just hanging out. She tells Felicity about the movie. Felicity saw the movie a year ago with her father. She tells Julie it's 5 hours long and confusing. Julie fears she won't understand it and Zack will think she's a moron. Felicity tells her she's overreacting.

Elena spent the night with Blair, a guy she met at the halloween party who was dressed as the Tin Man (from the Wizard of Oz). She accuses Noel of violating student/RA confidence. She says everybody knows about her and Blair and she blames Noel. He asks her if she stopped to think that maybe he doesn't care and maybe the 'Tin Man' is doing the talking. Blair comes over and says hello to Elena and Noel. He asks if she'll be around later - around four - they can grab a bite. She accepts his invitation.

In poetry class, the professor calls on Ben to answer a question. Ben admits he is unsure of the answer. Felicity jumps in and answers the question. After class Felicity and Julie get their papers and check out each others grades. The professor asks to speak to Ben in his office. He tells Ben he doesn't believe he wrote the paper. When Ben comes out of the office Felicity asks him what happened. He tells her the professor is keeping his paper and the English department is going to investigate. Ben tells Felicity and Julie the professor says his paper isn't consistant with his previous work. Ben asks,'What kind of crap is that?' - he does better and is punished. It was an 'A' paper. He asks Felicity if there was something that could have made the professor think he copied. Felicity tells him 'no.' Ben says he's going to go and talk to his counselor. Felicity fesses up and tells Ben she rewrote his paper. He can't believe it. He wants to know what things she rewrote. He doesn't understand and asks why she would do that. He asks if if was the stuff the professor was asking him in class. Felicity apologizes and says she'll tell the professor it was her fault. Ben yells at her telling her to get away from him.

Blair tries once more to get Elena to hang out with him. He invites her to dinner tomorrow nite at 8.

Felicity tells Noel what happend. He warns that plagiarism is a big deal - definite suspension and it stays on your record. He tells her not to do anything for now and he'll see what he can find out.

Ben comes to Felicity's room and asks if she's talked to the professor yet. She says she hasn't. He tells her not to say anything. He needs a copy of the paper she turned in. He plans to tell the professor he wrote the paper. Felicity tells him she doesn't think it's such a good idea. He tells her he doesn't care what she thinks - he doesn't want her advice or help. She says it was her fault. He says it was his fault - he's the one who trusted her to turn in his paper.

Noel goes to the dean for info on the consequences of cheating. The dean attempts to get Noel to tell him who's involved. When Noel refuses, the dean thinks it might be Noel. The dean says he will make an example of anyone caught cheating.

Noel relays the info to Felicity. She asks Noel to talk to Ben to persuade him to let her take the blame.

Julie rents the Russian movie from the video store.

Elena asks for Felicity's advice about Blair. She complains about Blair hanging around. Felicity suggests Elena might actually enjoy Blair's company.

Noel goes to Ben's place to advise him on not telling the professor he wrote the paper. Noel warns Ben that if he says he wrote the paper and 'they' find out he's lying, he'll be suspended for at least a year and if they don't kick him out they'll put something on his record that he won't like. He tells Ben all Felicity wants to do is help. Ben says all he wants is for Felicity to leave him alone. Ben tells Noel he's busy trying to learn all of the stuff that 'he' wrote in his paper.

Felicity tries one last time to stop Ben before he enters the room with the professor and 2 others, including the head of the English department. She begs him to let her take the blame so that he doesn't get into trouble. The professors interrogate Ben asking him questions about his paper. He struggles, but seems to do okay at first. Noel and Felicity are right outside the door listening. He tells her that once disciplinary action is taken a student's entire record is reviewed. If that happens they'd find out Ben lied on his application essay about the brother he never had and he'd be expelled. Ben can't answer a question one of the professors throws at him. He confesses that he didn't write the paper,but the lies and says he bought it from some guy - a total stranger. Felicity bursts into the room and tells them she wrote it - she corrects herself and says she rewrote it without Ben's knowledge and turned it in. The poetry professor asks why. Felicity doesn't answer. Ben says its because he's stupid - she read his paper and it wasn't good enough. He storms out of the room.

Ben comes home and finds Felicity waiting for him outside in front of his apartment building. She tells him she made sure the professors knew he had nothing to do with her rewriting his paper. He asks her why she did it and asks how bad was his paper. She says it wasn't bad - that she's a geek. She was only trying to help him get a better grade. She reminds him he had lots of friends in highschool, he was amazing at sports and was popular. She on the other hand, knew how to take tests and write papers. She admits she never should have assumed he needed help when he really didn't. Tearfully, she says the last thing she ever wanted to do was to make him feel anything less than amazing. He thanks her.

Elena flaked on Blair again and didn't show up for dinner at the restaurant. She tells him there was a waiting list at the library for reserved reading and if she'd left she would've lost her place. She apologizes. Blair tells her she pushes people away because she's scared to admit she might actually like them. Elena tells him it's a bunch of crap. He tells her he brought her some orange chicken and gives her the Chinese take out container.

Zack tells Julie he noticed her sleeping during the movie. She confesses to Zack that she rented the movie yesterday because she didn't want to feel like an idiot. He admits to falling asleep a little too. He assures her it's no big deal. He tells her he really likes her.

Felicity and Ben await the professor's decision in silence. He tells them he and the other professors decided not to go to the dean. He felt it was more a case of bad judgement and neither of them would go before the university board and they won't be expelled. Felicity thanks him. The professor tells them they will both fail the paper which will seriously affect their grades. He tells Ben his original paper would have received a 'B.'

Felicity apologizes to Ben again. He says it's okay and walks away.

Felicity receives a recorded message from Sally. She tells Felicity it's interesting what she did for Ben - how she has these expectations of him. It reminded Sally of a poem that asks the question -'is it harder to count on someone or to know that you're being counted upon?' She tells Felicity one of her favorite parts goes like this-'if equal affection cannot be- let the more loving one be me -