On the loft roof, Felicity and Noel quickly get dressed. Noel asks if she's okay. Felicity says,' yeah.' She puts on her jacket and searches for her earring. Noel says he's sure it's there. Felicity tells him to forget about it. He tells her everything is going to be okay. Felicity says she honestly doesn't think it is. She asks him to wait 5 minutes before he comes downstairs. Felicity takes the elevator down to the loft and runs into Ben on her way out the door. He's surprised she's still there. He apologizes for being upset with her earlier that day. He tells her he just thinks the pre-med thing has got him freaked out. She tells him it's not his fault. He says it is his fault and that he was being a jerk. He tells her he has some food and invites her to stay and talk. She tells him she's not feeling very well and she's going to just go back to the dorm and sleep. Noel comes down from the roof. He says he says he didn't know they were there. He says he was just up on the roof just hanging out. He says 'Hey' to Felicity. Felicity says 'Hey,' pretending she's seeing Noel for the fist time today. Noel goes to his room. Ben asks Felicity if she's still upset. She tells him she's just tired, so she's going to get some sleep. He tells her to feel better. Felicity leaves. Once in the hallway outside she stops and just stands there for a moment before leaving.

The next morning Elena and Tracy come to see Felicity. She's still in bed. They ask Felicity to perform their wedding ceremony because of her belief in love, commitment and fidelity - and Tracy's minister is completely overbooked, so they need a replacement. Felicity asks if they're joking. Tracy says it's no joke. Elena says all Felicity would have to do is go online to the Universal Life Church and in 5 minutes she can become ordained. Felicity says she doesn't know anything about what to say. Tracy says she can talk to his minister and get some ideas from him, and his aunt and uncle have been married for 50 years, so she can talk to them too. Felicity says maybe they should perform the ceremony, since they have more experience. Tracy says they're nuts. Felicity tells them she doesn't want to ruin their wedding. Elena says she'll ruin it if she doesn't perform the ceremony. Felicity agrees. Elena hugs her. She looks at Felicity and says 'Whoa' and asks what she's been doing. Felicity has no idea what Elena's talking about. Tracy tells Felicity she has a 'big ass hickey on her neck.' Tracy and Elena leave. Felicity jumps up out of bed and runs to the mirror to look at her neck. She freaks out and says 'Oh my god!, Oh my god!, Oh my god!, when she sees the huge bruise on her neck.

Sean is convinced he has the perfect party favor for Elena and Tracy's wedding - The Rubber Bands -condoms that play the 'Here Comes The Bride' tune when the package is opened. Sean says he created them a couple of years ago. Javier tells Sean that no one believes in safe sex more than he does, but this is a wedding, not a porno shop. Sean says after the wedding Tracy and Elena can finally have sex. He thinks the condoms are a great idea. Meghan walks in and asks if she's dreaming or if she just heard the words Tracy and sex in the same sentence. Javier suggests Sean not help out with the wedding. Sean says Meghan has been talking about sleeping with Tracy for a week now. He says he knows it 's ridiculous and he knows that it would never happen in a bazillion years, but every time he sees Tracy or hears the name 'Tracy', it's all he can think about. Meghan is upset that Sean thinks she could never get Tracy. Meghan is determined to prove him wrong. She asks if he wants to bet. He tells her he doesn't want to make a bet just so she could break up a marriage. Meghan tells him it wouldn't break up Elena and Tracy - it would just be one kiss. Meghan tells him the loser would be the winner's servant for a day. Sean laughs at her and confirms the bet that if she doesn't get the God-fearing Christian who won't even sleep with is fiancé, to kiss her - she gets to be his servant for the day. Meghan says 5 seconds - full on the lips. He asks how she will prove it. Meghan says 'honor code.' Sean laughs. He tells her she's such a loser.

Noel brings lots of remedies for Felicity to try and make the hickey go away. She tells him to look at it. Noel points to it - and asks if he did that. Felicity tries some of the products. She tells him she thinks it's getting worse. Noel tells her she's not giving it a chance. Felicity says none of the stupid remedies are working. Felicity asks how'd this happen. She tells Noel that she loves Ben. She asks what she should do- she has to do something - maybe she should just tell him. Noel tells her he doesn't think that's such a good idea.

Elena and Tracy are rehearsing their wedding dance. Tracy stops the music and tells Elena they should go to her bedroom for a horizontal waltz. Elena reminds him that 'the Lord wouldn't approve.' Tracy argues that the Lord knows they're getting married. He says he's offering himself to her and she's turning him down. He asks what's going on. Elena tells Tracy they should get going so they're not late for the wedding rehearsal at the loft.

Felicity, wearing a turtleneck sweater to hide the hickey, goes to talk to her counselor. She says she feels like she's lying to the person she loves the most. Felicity thinks her counselor is going to advise her to tell Ben. She tells Felicity that she thinks there's something in the drawer - another level or element to the story that Felicity is not looking at. Felicity asks what's inside the drawer. The counselor says she doesn't know - she tells Felicity it's her drawer.

Richard figures out that Noel has had sex with someone and he wants to know who it was. Noel assures Richard he doesn't know her. Richard continues to press Noel for information. Noel lies and tells him the girl's name is Sandy. He tells Richard she works at John's pizza place on 10th st. Richard says she sounds hot.

In Ben's room before the rehearsal, Ben tells Felicity she looks like she's going to cry. He asks her what's going on. She tells him she's just emotional about Elena's wedding. He asks her what else is going on. Felicity tells him she feels like everything is changing - like in a second it could all disappear. Noel knocks on the door and tells Felicity everyone is wondering where the minister is. He asks if she's ok. She tells him she's fine.

The next day Ben asks Noel if he knows what's going on with Felicity. Noel asks Ben what he means. Ben asks if she's said anything about them - their relationship. Noel tells Ben that Felicity really missed him when he was gone. Ben asks if she said anything about the other night. Noel says he only saw Felicity for a minute - when she was with Ben - when Noel came down from the roof.

Meghan puts some Lip Venom on her lips. She fans her lips with her hand and tells Tracy it really works - makes your lips all tingly. She asks him if he wants to try it. He declines. Meghan tells him no to be scared. She says he can use it on his wedding night and really drive Elena wild. Tracy agrees to try some. Meghan attempts to kiss him. Tracy backs away and asks what she's doing. Meghan tells him it's the only way to feel the full effect. Tracy tells her he doesn't need to feel any type of effect and tells her to take her venom.

Felicity stops by the loft to see Ben, but he isn't there. She decides to leave him a note. The phone rings and the answering machine picks up. Felicity overhears a girl named Janet from Ben's EMT program. She says she drove by their hotel and it made her sad that he wasn't still there. She tells him that her transfer was approved and she'll be coming to New York to attend Columbia University in 2 weeks. Felicity tells Noel. She says she's furious although she knows she has no right to be. Noel tells her not to worry about him if she wants to tell Ben about what happened. Richard stops by the apartment. He tells Noel that there was no Sandy at John's Pizza. Felicity asks, 'Who's Sandy?' Richard asks Felicity what's going on with her neck. She tells him it's a rash. He figures out Noel had sex with Felicity. Felicity insists she's not 'Sandy.' Richard tells Noel that Ben is going to kick his ass when he finds out. Felicity tells Richard he's unbelievable. He tells her not to do the crime if she can't do the time. Felicity tells Richard to get a life.

At dinner, felicity tells Ben about the message from Janet that she overheard. Ben tells Felicity he thinks he told her about Janet. He says she's from Florida. They all got a motel room to study for their final exercise. He says she was acting funny, so he cut her off. He told her that he has a girlfriend that he loves and that he wasn't interested. He tells her the motel was nothing. He tells Felicity things have been weird before she heard that message. Ben says he thinks he knows what it is. He says they've switched places. He says if someone had told him 3 years ago that he'd have direction - any direction - and that she'd be the confused one - he wouldn't have believed it. He tells her he understands that she's feeling alone and that 's why she's withdrawing from him. He asks what he can do to help her. She tells him that she's kind of confused right now. Ben tells her he'll do anything. She tells him that maybe they need to spend some time apart. Ben can't believe she wants to break up over this. Crying, Felicity tells Ben that she's sorry. She leaves.

Ben tells Noel he and Felicity broke up. Noel says he's sorry to hear that.

Elena asks Meghan if she tried to kiss Tracy. Meghan doesn't deny it. She tells Elena not to blame her for her obvious panic about getting married. She tells Elena that if she and Tracy were having sex on a regular basis, they wouldn't be in such a hurry to get married. Elena tells her she's wrong. She tells Meghan she's no longer invited to the wedding. Meghan tells Elena she owes her $148 for the hideous bridesmaid dress. Later, Sean tells Meghan she needs to think before she says things. Meghan says it's not her fault if people can't handle or don't want to hear the truth. He tells her she can't continue to push people to see how far she can go. He tells her that she might even drive him away with her lack of concern.

Felicity asks Noel if they're going to be ok or if things are going to be weird between them now. Noel says he has no expectations - it's the last thing she needs to be worried about right now.

Elena tells Tracy she wants to have sex. He says okay. They go to her room and begin making out. She asks him if he thinks they'd be getting married if they'd been having sex all of the time. She tells him about what Meghan said. Tracy says Meghan has piercings. Elena says she keeps hearing Meghan's voice. Tracy assures Elena that he's crazy about her. He tells her they're getting married for the right reasons - they love each other.

Felicity goes to visit Tracy's aunt and uncle for advice on love - what to say when she performs the wedding ceremony. Felicity asks them what their secret is for staying together for 50 years. Tracy's aunt says 'forgiveness.' - people make mistakes. She says you do a lot of things you wish you hadn't, but you get passed it and it makes your relationship stronger. Felicity says it's good to hear. Later, Felicity tells her counselor about the conversation with Tracy's aunt and uncle. She feels guilty. The counselor tells felicity that the guilt is not going to hide her feelings forever. She accuses Felicity of being afraid to look in the drawer. She reminds Felicity that she could have talked to Ben about the rough time she's been having, yet she chose to go to Noel. She tells Felicity that she's been dancing around this for years - she wants to be with Ben, but she also wants to be with Noel.

Elena tells Felicity she's sorry about her and Ben. She asks Felicity if she's sure she can still perform the ceremony. She tells her if she can't - they can do it another day. Elena tells Felicity she's really nervous. Felicity tells Elena she has to follow her heart Meghan apologizes to Elena for trying to kiss Tracy and for telling her that they were only getting married to have sex. Meghan tells Elena she doesn't know anything. Elena tells Meghan that she and Sean are meant for one another and they should get married.

Noel tells Felicity they should make a pack and forget anything ever happened. Felicity tells him she doesn't want to forget about it - maybe she does - she doesn't know…

Tracy is late for the wedding. Elena goes outside the church and finds him sitting on a bench. She tells him everyone's waiting. He asks her if she's sure this is what she wants to do. He asks her why she's marrying him. He asks if it's because she loves him or if it's because she doesn't want to lose him. He tells her he's not marrying her just to have sex - he loves her and wants to spend the rest of his life with her. He says he needs to know if she feels the same way. He asks her to just tell the truth.

Elena announces to all of the guests that she and Tracy decided that it's not the right thing for them right now. Elena cries. Felicity hugs her.

Meghan asks Sean what if they were each others servants for life. She says 'Let's get married.' They kiss. They ask Elena if they can get married today. She says 'of course' and congratulates them. Felicity performs the ceremony. Afterward, during the reception, everyone's dancing and having a great time. Felicity and Ben look sadly from opposite sides of the room at one another.