Felicity stops by Dean & Deluca to talk to Ben. She tells Ben she hates the fight they had and that it doesn't matter what Noel or Avery want. Ben says the only thing that matters is what he and Felicity want. They decide to make up.

Javier has chest pains and finds it difficult to breathe. He says it feels like an elephant sat on his chest. He asks what a heart attack feels like. Felicity goes with him to the hospital to get it checked out. Javier promises that if he makes it through this he'll work out daily with weights and cardio exercises. He says he'll tell Samuel about the Milky Way candy bars he has hidden in the linen closet. Samuel is out of town. Felicity calls Samuel and reports back to Javier that Samuel will be on the next flight. Javier says he hopes Samuel makes it in time to say 'Adios.' Javier tells Felicity that he wants her to have all of his cashmere sweaters if he dies. Felicity tells him they should wait for the test results before he starts writing up a will. The doctor tells Javier that he didn't have a heart attack, however, his heart is beating with an irregular rhythm. She tells him it could be nothing, but they'd like to keep him for observation. Javier gives Felicity the keys to Dean & Deluca. He tells her she's the boss now. Felicity tells him that her personal life is a mess right now and she has to study for finals. She asks if someone else can take over for him. Javier tells her she's the only one he trusts.

Richard tells Noel he's busted for t.p.-ing the library. The administration has viewed the library's surveillance tape. He tries to get Noel to tell him who his partner in crime was because they can't identify the person clearly on the tape. Noel refuses to reveal that Felicity was his partner. Richard says the administration wants to use this as an example with serious penalties. Noel asks if Richard can talk to them since he's the student council president. He tells Richard that he doesn't want everything he's worked for to go down the drain for t.p-ing the library. Richard says he'll see what he can do.

Elena apologizes to Deforest for kissing him the other day. She tells him it was a mistake. She thinks they should hang out more and see how things go. Deforest invites her to go to Karaoke Night at the Epstein Bar. Richard sings the Rick Springfield song 'Jesse's Girl.' Deforest sings the Wild Cherry song 'Play That Funky Music, White Boy.' He invites Elena up on stage with him. She's a little timid at first, but then warms up and has a great time. He walks her home to the apartment and she invites him in. Deforest declines. He thinks she's just being nice and that she really doesn't want to spend time with him. The next day she tells him that there's chemistry between them and she knows he feels it too, but he's obsessed about her being obsessed about his fat. She tells him that he's the only one obsessed about being overweight. She tells him that she invited him in because she thinks he's wonderful and funny and she didn't want their date to end.

Felicity asks Noel to work at Dean & Deluca to help out while Javier's in the hospital. She tells him she knows things are weird between them now ,but it would make her life a thousand times easier right now. Noel tells her he can't do this anymore - be the loser guy friend. She tells him he's not the loser guy friend. Noel tells her the next time Ben does something stupid, like he's bound to do, he's not going to be there for her.

Sean and Meghan go to couple's counseling. They both think that the other is self-absorbed. They argue about their first session and Meghan breaks up with Sean. he tells her that she always runs when things get a little complicated or when she gets annoyed. He dares her not to break up with him and to go to their next counseling session. He tells her that he knows that a real relationship with depth takes communication and work. Later, at the counselor's office, Meghan says that their whole relationship is like 'The Sean Show.' Meghan says the Bar Mitzvah is just another event so they can all focus on Sean. She says he's 27 years old and spending most of his time with college students, inventing things that don't work and working on a worthless documentary. Sean says he loves Meghan, but sometimes she makes it really hard for him to tell her the truth. He says the Independent Film Channel isn't interested in his film. They saw the rough cut and told him they didn't have time on their schedule. He says he overheard them laughing about how amateurish his film was. He says he's going to call off the Bar Mitzvah. He leaves the office and goes for a walk. Meghan apologizes to him when he returns. She tells him that sometimes she can be mean and she talks before she thinks. She tells him that she loves him and that he's brave. When he has an idea, he tries and puts himself out there without worrying what other people think. He apologizes to her too. They kiss. The counselor tells them that a kiss does not mean bliss. She wants them to schedule another appointment with her.

Felicity lies to Javier and tells him things are running smoothly at Dean & Deluca. Meanwhile, the steamer catches fire and sets off the sprinkler system. Ben extinguishes the fire. Noel helps Ben and Felicity turn off the sprinklers. They close down the shop and Felicity calls a professional to clean up the water damage.

Richard stops by Dean & Deluca and tells Noel the administration accepted a plea bargin. Noel has to restock every building on campus with toilet paper.

Felicity thanks Noel for helping clean up at Dean & Deluca and for not telling the administration about t.p-ing the library with him. He tells her not to worry about it - he only has to restock toilet paper in about 200 bathrooms. Noel reminds her that the job he offered her is still available. She tells him that she's planning to go to Colorado with Ben for the summer. He's got a construction gig. Later, Ben tells her that the construction job fell through. He asks her what she wants to do for the summer. She tells him that Noel mentioned the job in Seattle again. Ben tells Noel that Felicity is thinking about taking the seattle job offer. He tells Noel that if Felicity decides to do it, he's probably going to go with her. He tells Noel he wants to make sure that they're going to be cool. Noel tells Ben that they're 'cool.' Then Noel tells Felicity that he shouldn't have brought up the job thing again. He tells her it's not worth it for him if Ben's going to be there. Felicity says of course she would bring Ben, he's her boyfriend. Felicity asks if he's only offering her the job if Ben doesn't go. Ben comes out and asks what's going on. Noel says he's talking to Felicity and asks if Ben minds. Ben says he does because Noel is being a dick. Felicity tells Ben that Noel is just talking. Noel tells Ben to just forget about it. Ben gets in Noel's face and says 'Let's not forget it.' Noel shoves Ben. Ben shoves back and Noel falls to the floor. Felicity screams and Noel gets up quickly. Noel is about to come back at Ben when a guy in the shop stands between them to break up the fight. Ben tells Noel he can talk to Felicity all he wants but it's not going to change a thing.

Felicity goes to the hospital to talk to Javier about Ben and Noel and how they hate one another. He tells her that he loves her but she's trying to eat her cake too. He tells her she wants both of these attractive boys in her life and she can't have it that way. He reminds her that she made her choice. Crying, Felicity says it shouldn't mean that she can't be with Noel. Javier tells her that if she wants to be with Ben then she should be with him and if she wants to keep Noel as a friend she can, but she can't make Noel be Ben's friend. Felicity says Javier's right. The doctor comes in and tells Javier his tests were negativen and that he is free to go. He just had a panic attack. She tells him he could lose a few pounds. Javier laughs and tells Felicity it's not his time , he's not going to die.

Felicity tells Ben that she feels stupid for thinking that the three of them could go to Seattle together. Ben tells her it's a great opportunity. She tells him she's not going and that she wants to spend the summer with him. Ben tells her doesn't want her to feel that he's asking her to cut Noel out of her life. Felicity says she knows and it's something she's going to have to figure out.

Deforest stops by the apartment to see Elena. He apologizes. He says it's hard for him to believe that someone like her would seriously be into someone like him. He tells her that he's had girlfriends before and they didn't all look like him, but it's usually a situation where she just got dumped by a superstud and she looks at him like he's a safe bet. He's a lot of fun and she won't have to care because obviously he should be grateful that she's with him. He tells Elena that he doesn't want to be that guy anymore. Elena tells him she doesn't want him to be grateful that she goes out with him. She tells him she can't make any promises about the future. She says she knows she has baggage from past relationships, but he does too. They kiss.

Felicity finds Noel restocking bathrooms with toilet paper. She tells him that she can't take the job in seattle. She tells him she doesn't want to lose him because his friendship means so much to her. He tells her he loves her too much to be friends right now. He tells her he hopes she understands. He apologizes and tells her that he'll miss her.

Sean has his Bar Mitzvah. Meghan, Felicity,Ben, Noel, Richard, Elena, Deforest, Molly and Javier are all there for the ceremony.