Felicity records a message to send to Sally. She's officially a senior now. She tells Sally she's sure everything is going to be great - things have been much more complicated than this. Felicity asks Sally if she's ever had such a good summer that it was sort of a problem. She explains that she spent the last 3 months in New York with Noel. At first she thought it might be awkward with everything that happened last semester. She tells Sally she was wrong. The summer was a complete blur. They spent the entire time in Central Park, the Angelika, Yankee games, and The Strand eating really bad food. She says they spent the summer not thinking, which she didn't even realize until she started getting these clippings in the mail from her father.

Felicity, Noel, and Javier are relaxing in beachwear on lounge chairs on the loft roof. Felicity reads the latest clipping sent by her father of a girl who graduated Harvard Medical at the age of 22. Noel comments that the clippings are to compare herself to another successful person that isn't her. Felicity's father has included a note asking her to please return his calls and stop avoiding him. Noel asks if she's avoiding her father. Felicity says if she calls her father he'll start probing her about her life and she'll get all nauseous. Noel leaves to go for a run. Javier tells Felicity she hasn't mentioned Ben all day. Felicity tells Javier that Ben will be back in 2 days - he's her boyfriend and she loves him. He tells her that this year is not going to be as simple as she thinks.

Felicity tells Sally that she wasn't sure why those stupid clippings from her dad about total strangers her age bothered her so much. They just happen to know exactly what they want to do with their lives - as if that's all that matters.

Felicity asks Noel what's going to happen this year. She says they're so old and wonders how they can be seniors already. Noel reminds her that he's already graduated. She says this year is going to be so weird - Elena's getting married… Felicity tells Noel he's going to go off and get some big crazy job and she's never going to see him. Noel reminds her that there's no job yet. Noel tells her this is what happens senior year. You begin to panic about the future because you can actually, for the first time start to see it. He assures her she's going to find something she loves. He tells her she'll do great in the honors art program. She tells him she hasn't even applied yet. Noel tells her that her portfolio is amazing. Felicity asks what if the instructor - Jeremy Cavallo, looks at her stuff and says she's not good enough. Noel tells her that's not going to happen. Noel tells Felicity that this will be the best year of her life. She asks why does she feel like this.

Meghan and Sean tell Felicity that while on the plane coming home from Switzerland they were playing a game. The question came up that if you could have sex with anyone in the world - who would it be. Meghan tells Felicity Sean chose Elizabeth Hurley. Sean says Meghan chose Tracy. Meghan doesn't think there's anything wrong with her answer. She says Tracy is hot. Sean reminds her that Tracy is marring Elena - he's their friend - they actually know him - she 'could' have sex with him. Felicity laughs at them.

Felicity tells Sally it's so weird - she's a senior and you'd think she'd finally be at a place where no one person's opinion her or what she did would really matter. Felicity says she guesses she just isn't there yet. She goes to Jeremy Cavallo's office to have him review her portfolio for the honors art program. He's on the phone. When he's finished with his call he faces her and asks 'What?' Felicity stutters and says 'nothing' then leaves. Noel tells her she can just go back tomorrow. Felicity tells him she's too embarrassed.

Ben returns home early. Felicity asks what he's doing home. She runs and hugs and kisses him. He holds her face in his hands and tells her how much he's missed her. Felicity tells him she can't believe he's here.

Javier is coordinating Elena's wedding. His cousin, Almundina, has made Elena's dress. Elena is furious because the dress is completely wrong - not like the photo she'd given Javier. Javier tells her he'll call his cousin so they can fix it. Elena says she doesn't want them to fix it, she wants it to be right in the first place. Elena gives Javier a list of changes to make.

Felicity tells Ben that she was relieved when he told her last week that one thing he learned this summer is that he doesn't want to be a paramedic. She says it made her feel like she wouldn't be alone in not knowing exactly what she's going to do. Ben says it's true - he doesn't want to be a paramedic. He tells her not to laugh. She promises she won't. Ben says he realized he wants to be a doctor. Felicity says, 'Wow.' The phone rings - it's her dad. Noel tells her not to let her dad make her feel bad about herself. She lies and tells her father she's in the honors art program. She's visibly annoyed after speaking with her dad on the phone. Ben asks if she's in the honors program. Felicity says she isn't. Ben asks what her dad wanted. Felicity sighs and says her dad is in town - he wants to talk to her about her future.

Felicity returns to Professor Cavallo's office. He remembers her from the previous day. He apologizes for being a little grouchy after his phone call yesterday. She leaves her portfolio for him to review. He tells her to just avoid him when he's on the phone.

Ben's grades haven't been the greatest since freshman year. His counselor says that the norm is 14 credits per semester and pre-med he'd have to take 18. He assures Ben that he isn't trying to bring him down, but his grades indicate that taking 18 credits could possibly kill him. Ben argues that he's willing to give it a try. He tells the counselor that when he arrived at the university he had no idea of what he wanted to do - now he does. The counselor gives him a placement test to take and tells him that if he passes - he'll allow him to drop his current class schedule and add pre-med classes.

Javier shows Elena the revised dress. Elena asks what happened to the sleeves. Javier tells her she asked Almundina to make the sleeves shorter. Elena says she didn't ask to have the sleeves removed. Javier asks Elena if she would tell him if she were doing drugs. Elena yells at him and says she's not on drugs - she just wants the dress that she asked for - that's it. She tells him the entire dress needs to be redone. Javier tells her she has to stop exploding. Elena complains that she has to do everything herself. She says it's a wedding dress, it's not the wheel - can't they just get it right? Javier says apparently not - he's been busting his little behind for her 24/7 for what? - to get her sassy mouth. Elena tells Javier he doesn't understand - he couldn't possibly understand and that she'll do it herself. Elena takes the dress and storms out of Dean & Deluca.

Noel tells Felicity he's had 16 meetings and has not even been asked back for a second interview for any of the jobs. Felicity reminds him it's just the first round. Felicity invites Noel to come along with her to have dinner with her dad. Noel says he'll be there in spirit - she'll feel him there.

Felicity's dad is there talking to Ben when she arrives at the apartment. Ben tells Felicity he just came by to pick up the old chemistry books. Felicity's dad chimes in 'pre-med.' Felicity says she knows… Ben tells her he passed the placement test. Felicity tells him that's great. Her dad congratulates Ben. Felicity and her dad leave for dinner. Felicity turns and frowns at Ben. He mouths to her that he's sorry. At dinner, Felicity's dad tells her that he thinks she's wasting her time. She's been floating through her experience there - head in the clouds - concerning herself mostly with relationships with boys instead of planning for what's next. He reminds her that she's graduates college in 9 months. He tells her art is fine - he likes the arts - he likes museums. He loves that she's artistic - that she paints - but that is not a life. He tells her that it's time to get back to medicine. This art thing - she can do that also. He tells her about a friend of his who does crafts. Felicity frowns at him. She excuses herself and goes to a pay phone and calls Noel. She tells him she doesn't feel him there. Felicity tells Noel that her dad says she's wasting her life. She asks Noel to tell her that her dad isn't right. Noel tells her she has to make her own choices, even if some of them end up being mistakes. Life is an obstacle course - life is a challenge. He tells her to think positive, kick ass and take names.

Felicity returns to the table. She says she knows it seems to him that she's floundering. She tells him that she's in the honors art program and it's a class that's very important to her. She tells him that this is her life and she feels she has to make her own choices - even if some of them are mistakes. She says it's not like she's on some kind of time schedule. He says maybe she should be on one. She tells him that's not how she wants to live her life. He says fair enough. He says that he and her mother are not comfortable subsidizing this lifestyle. She reminds him that she's in college. He tells her to look at herself - she's no better off now than she was 3 years ago. If she keeps this up where is she going to be one year from now. Felicity tells him he can't just come there and judge her. He tells her it's exactly what he can do. He tells her she wouldn't be there if it weren't for him. He tells her these last 3 years have been a waste of money and time. Felicity tells him that if her being there means having to answer to him like this she doesn't want him to pay for this. She tells him she'll pay for it herself. Crying , she tells him she doesn't want his help and she doesn't need his critique. She gets up from the dinner table and walks out of the restaurant.

Felicity goes and gets forms to declare her independence and get a student loan. She tells Sally she went into that office sort of dreading the whole thing. She says the weird thing about declaring your independence is it's kind of amazing.

Felicity is late returning to relieve Ben from Dean & Deluca. He tells her he's late for his first class.

Noel has a good interview at a graphics house. He says they ride scooters around the office and there's even a full-time chef. Felicity's going to see Professor Cavallo about the honors program. She tells Noel to wish her luck. Felicity's dad is there when she arrives. She asks what he's doing there. He tells her he wanted to see the class that's so important to her. Professor Cavallo tells Felicity he hasn't even looked at her portfolio yet. He asks if she can return at 2pm - then he can tell her whether or not she's in the class. Felicity's father asks her what's going on. Felicity changes the subject and asks her father to sign the papers so she can pay for school. He tells her he'll have the accountant look at them first. She tells him to do whatever he has to do. She leaves.

Ben runs to class, but the professor has locked the door and won't let him in. He tells Ben there will be a quiz on today's lecture at the next class and that he can get the notes online. He tells Ben that if he misses 2 lectures he'll be dropped from the class. The professor closes the door and locks it again.

Felicty returns to Professor Cavallo's office. He tells her she has some good stuff, but he thinks she should take Composition first. She tells him she already took that. He tells her professor Bradshaw teaches a fantastic classs on shading and form.

Ben is having trouble getting the printer to work. Felicity arrives at the loft and attempts to tell Ben about her meeting with Professor Cavallo. He angrily asks if she knows how to get the printer to work. She doesn't know why it's not working. She asks why he's angry. He tells her he got locked out of class today and Hodges wouldn't let him in, so he missed his very first o-chem lecture. Felicity realizes it's because she was late to Dean & Deluca. Ben tells her it just sucks - he'd been trying to download the notes for a freakin' hour and now he can't get it to print. She tells him she's really sorry. He says he doesn't think she has any idea how hard this year is going to be for him - he's taking 18 credits. She tells him she didn't mean to be late. He says 'whatever' and tells her that he's going to go and play basketball or something.

Javier stops by to see Elena. He has the photo of the dress. He realizes it's her mother in the photo. He hadn't realized she was trying to copy her mother's dress. She tells him it's alright. He says he forgot that her mother isn't around anymore. He tells her it would be so hard for him. She says she thought if she wore the dress her mother would be there with her. Javier says they'll call Almundina and get the dress perfect.

Felicity's dad stops by to see her. He gives her the signed forms. She thanks him. He tells her this is not how he wanted things to go. He tells her that he loves her. She tells him she loves him too, but she thinks this is important. She's not a little girl anymore. He asks how the teacher liked her stuff. Felicity tells her father that Cavallo loved it. He asks if she got into the class. Felicity lies and tells him that she starts on Monday. He says ' Good for you,' then leaves.

Felicity tells Sally that it's hard to articulate this thing that she's so afraid of - the future. She asks,"Why should we be so afraid of the future? It's just time… isn't it?"

Later, on the loft roof, Noel tells Felicity he didn't get the job at the graphics company. He thought he'd get it because the guy who interviewed him seemed to really like him, but it turns out the guy seems to like everyone. She tells him she didn't get into the honors program. She says it occurred to her in sort of a huge way that her dad is right. She says she's just lost. Noel wonders how he and Felicity could be so wrong about one another. She thought he'd get the job and he was so sure she'd be in the honors art program. Felicity laughs and cries. "She says maybe we're just… I don't know…" Noel kisses her forehead. They look at one another and kiss on the lips.