Avery's friend Samantha calls Ben and tells him Avery's in the hospital. Ben rushes to see her. Samantha tells Ben maybe Avery wouldn't be in the hospital if Ben had returned her phone calls. Avery tells Ben they did some blood tests and a mental status exam. Ben asks her to tell him what happened. She says after the shooting, she was prescribed pills for the nightmares she'd been having. She was told it would help with the anxiety. She says last night she didn't feel like herself - she felt lost, confused. She took 2 pills but they didn't do anything so, she took 2 more. She tells Ben she doesn't know how many she actually took. He asks if she was trying to kill herself. She says 'no.'

Noel tells Felicity he got the job with the internet start-up in Seattle so, he's moving. He'll be managing an art foundation website. He'll have people working for him - artists from all around the world. Felicity tells him she's going to miss him. Noel tells her she could come and work for him. He says he'll need a coordinator for the website - it would be a dream job for her. He tells her they have to celebrate - to cement this moment. Felicity jokingly suggests they t.p. the library. Noel says they should really do it. Felicity thinks it's stupid, but they do it anyway. They stream toilet paper all over the library.

Sean has decided that he's going to have a bar mitzvah. His parents weren't religious so, he didn't have one as a teenager. Meghan becomes super jealous because the Rabbi that he's been meeting with happens to be a woman. Meghan feels left out because Sean and the Rabbi have so much in common. She tells Sean that they're kidding themselves - he should be with a woman who shares his beliefs. The Rabbi suggests they go to couples counseling. Meghan is totally against it at first. Sean tells her that his relationship with her is the best he's ever had and he wants it to work. She agrees to go to counseling.

Elena has been hanging out with Deforest and studying for exams. He leans in to kiss her and she backs away. Deforest says he's totally embarrassed and he says he thinks he should go. The next day Deforest apologizes for trying to kiss her. A few days later she stops by to see him. Standing in the doorway, she tells him how great he is and how smart and funny he is. She leans in and kisses him. He tells her she didn't have to do that. Elena says she wanted to. He asks if she wanted to or if she thought she should. She tells him it wasn't a pity kissed. He says he doesn't want that kind of favor he doesn't want to be a part of some kind of experiment to see what it's like to be romantic with a guy they would be attracted to if he weren't so huge. Elena tells him she thinks he just called her shallow. He says he didn't use that word. He tells her it's not her fault - she was just being kind. He says 'no thanks' and closes the door.

Ben takes Avery out for tea to help her relax. Felicity sees them getting into a cab together as she and Noel head home from t.p.-ing the library. Later, Ben is studying, waiting for felicity in her bedroom at the apartment. He asks where she's been. She tells him about t.p.-ing the library. Ben laughs. She tells Ben that Noel thinks there might be a job for her this summer at the internet company in Seattle. Ben reminds her that they haven't even talked about what they're going to do over the summer yet. Felicity says it's not like she took the job… Felicity tells him that she saw him with Avery on her way home from the library. She says she's sure there's a rational explanation for it, but it felt awful seeing him with Avery. Ben apologizes. He tells her that Avery almost o.d.'d on pills. Ben says he knows how it must make Felicity feel and he says he's sorry again. Felicity says she feels bad for Avery, but it's weird that she keeps showing up all of the time - it's awkward. Ben tells her that if she wants to get some sleep, he can go work out in the living room. Felicity tells him it's ok - she likes having him around.

Ben finds the break-up kit that Noel made for Felicity. He asks Sean if he knows anything about it. Sean explains that Noel was trying to cheer up Felicity while Ben was in South Hampton with Avery. Sean is on his way out when Avery stops by. She gives Ben flowers for helping her the other night at the hospital. She tells Ben she has lots of studying to do and she doesn't want to be alone. She asks if she can hang out at the loft. Ben sighs and tells her that this whole thing is really making Felicity uncomfortable. He reluctantly allows her to stay. Noel returns home and makes a comment about giving Ben and Avery some privacy. Ben goes to Noel's room and asks him what he meant. Noel says he just wanted to give them some privacy in case they wanted to fool around some more. Ben asks him what he's talking about. He tells Noel he has no idea why he's letting Avery stay there. He asks Noel if he thinks he likes being responsible for Avery. Noel tells Ben he's so transparent. Ben asks what the hell that means. Noel says it means another damsel in distress saved by Ben. Noel asks if it's a coincidence that Ben only saves beautiful women. Ben says Noel would love it if Avery got between him and felicity. Noel says she already has. Ben says Noel is the one getting between him and Felicity. Noel says he's only offering Felicity an amazing opportunity in Seattle. Ben argues that has nothing to do with why Noel invited Felicity to Seattle. Noel says the only reason Felicity might not go… Ben jumps in and says because she might want to spend the summer with her boyfriend. Noel says 'yeah, she wants to spend the summer with a guy who lies to her.' Ben tells Noel he's a jealous little dick. Ben returns to the living room and Noel follows. Noel says he's not jealous of a guy who sleeps with Avery and then tells Felicity that nothing happened. Felicity's there with Avery. She asks Ben what Noel is talking about. Ben says he has no idea. Noel says Avery told him that something happened. Ben says Avery kissed him - it was one kiss. Noel says good luck and leaves. Avery says 'see ya,' and leaves. Ben stands with his head down. Felicity looks at Ben with anger and disappointment.

Avery stops by Dean & Deluca. She apologizes for causing a scene at the loft. She says she hopes he and Felicity worked things out. He tells her they went through an intense experience - it was just a moment. She says he's the only person who understands what she went through. Ben says it's not true - he talked to her roommates. He tells Avery they want to help her - she just has to let them. He also suggests she talk to a therapist. He tells her he can't be there for her anymore. He tells her he's in love with Felicity. She asks if she can call him if she needs to. He tells her he's sorry, but 'no, she can't.' He tells her he really is sorry and says goodbye.

Felicity asks Noel if he tried to break her and Ben up with the whole Seattle thing. Noel says he isn't. She says that's what she thought and she told Ben that. Noel says he doesn't think she realizes how much they're going to miss one another when they actually live in different cities. She says she knows. He says he doesn't think she's thought it through like he has because he's the one doing the actual moving. He says he thinks they take for granted the things that they've been through together. Felicity says she's going to miss him so much. He kisses her. He asks her to tell him she doesn't still have feelings for him too.