Felicity stands in the bathroom holding an unopened pregnancy test kit. Javier asks her what she's doing in there. Felicity tells him she's just getting dressed. She's trying on swimsuits for the beauty pageant she's entered in hopes she'll win money to pay for college. Felicity comes out of the bathroom wearing a one-piece swimsuit. Javier tells her it's a beauty pageant, not the Olympic Trials. He says she needs to wear a stringy number. Felicity says she doesn't want to wear anything stringy. Elena comes home and asks what's going on. Javier tells Elena that Felicity is a contestant in the Miss Sunrise Surprise Beauty Pageant. Elena says, 'Oh my god!' Felicity begs Elena not to tell anyone and explains that there's an academic prize.

Felicity goes to orientation for the pageant. She gets a hair and make-up makeover provided by the pageant for a promotional photo shoot. Felicity is horrified when she looks in the mirror and sees the overdone make-up and big, poofy hair. Felicity is befriended by Sarah, a singer, who tells Felicity she's been in 8 pageants. Felicity tells Sarah she's never been this made up before. She attempts to brush her hair down to get rid of the poofy look. A girl comes over and yells at Felicity for using her hairbrush. Felicity apologizes and says the brush was just there… Javier almost doesn't recognize her. He asks what they did to her. Felicity says she doesn't know. Javier warns Felicity not to get too close to other contestants. He tells her they're killers. Felicity tells him Sarah was actually nice. Javier tells Felicity she's so gullible - like a seabird. Javier tells Felicity he scoped out the entire area and she's the most gorgeous contestant for a million miles. He tells her she's going to take home the crown, but they have to do something about her hair. He tells her if Elvis were still alive, she'd be living in Graceland.

Noel visits a guidance counselor at the university for some help finding a job. The counselor tells Noel he's leaving offers his position to Noel. He tells Noel there's full medical, the pay isn't bad and there's no boss looking over your shoulder. He tells Noel the job is a hot seat of opportunities - he would be the first to hear about every job that comes in. Noel says that would be a conflict of interest. The counselor says he used to put the students ahead of himself.

Meghan's father says that when he told her they were cutting her out the family, he meant personally and financially. She tells him she doesn't understand she thought he liked Sean. Her father tells her Sean has his own charm. He asks what Sean does all day. Meghan says she doesn't know…things…stuff… Meghan says Sean has a great idea for a shrimp restaurant. Her father says restaurants are money pits and shrimp is full of cholesterol. Meghan says Sean will think of something else - he always does. He tells her he knows Sean's ideas seem like fun now, but in 10 years from now all of her friends will be married to successful lawyers and businessmen and she'll be with this guy who's trying to invent the next can opener.

Elena helps Felicity prepare for the pageant. She asks Felicity if she knows what she's going to do for the talent portion of the contest. Felicity has a lot on her mind. Elena asks her what's going on. Felicity tells her she's 'late.' Elena says maybe it's just stress. Felicity says she doesn't think so. Elena asks if she's taken a pregnancy test. Felicity says she bought one yesterday, she's just been too afraid to take it. Elena suggests she take it now - the hardest part is not knowing. Plus, she'd be there for support. Felicity thanks Elena and agrees to take the test.

Meghan comes home and finds Sean working on his latest idea - shrimp yogurt. Meghan asks if that's all he's been doing all day. She tells him it's a terrible idea. He tells her if it doesn't hit, he's got plenty more ideas. She tells him to write down 10 of his ideas and they'll go over them tomorrow. He asks if this is what their marriage is going to be like - him writing out lists for her. She tells him that marriage is a partnership and she's going to be a little bit more involved now. She tells him to get used to it.

Felicity tells Elena the test is positive. Elena tells her that the tests are not 100%. Felicity says they're pretty close. Elena asks if she used protection. Felicity says she did. Elena tells her the chances are miniscule. Elena tells her she can't panic - she has to take a blood test - that's the only way she can be sure. Felicity says she's not ready for this. Elena assures Felicity that she isn't alone. Elena tells her no matter what happens she'll be there for her and she's sure Ben will be too. Felicity tells Elena that she's not going to tell Ben yet. She makes Elena promise not to tell Ben. Felicity says she wonders if the pageant has a category for pregnant women.

Ben asks Felicity if he's going to see her tonight. She tells him it's not a good night for her. She tells him she knows she's been saying that a lot. She makes him promise not to laugh. She tells him the next few days are going to be kind of crazy because she's in a beauty pageant. He laughs. Felicity explains that all of the other scholarships were taken - the deadlines were passed. Ben apologizes for laughing and says he's having a little trouble imagining. Felicity tells him the winner gets $10,000 - not that she's going to win. Ben tells her she could win - she really could. Felicity tells him there's an academic portion for $3,000. Ben asks if he can come watch. Felicity tells him no, she's embarrassed enough already. He tells her she doesn't have to be embarrassed - she can tell him these things.

Ben has to see his guidance counselor because he forgot to drop classes that he'd signed up for before he was pre-med. He's shocked to find out that Noel is his new guidance counselor.

Sarah asks Felicity what she's doing for the talent portion of the pageant. Felicity says she hasn't decided yet. The annoying hairbrush girl turns around and reminds Felicity that talent is 30% of the score. She says she knows where her competition isn't. Felicity asks the girl if she has a problem with her. The girl claims she doesn't know what Felicity is talking about. Felicity tells the girl she hasn't done anything to her. She tells the girl, if she really wants to know, she's dancing in the competition. The girl says,' All of a sudden you're a dancer.' Sarah chimes in and says Felicity is a great dancer. Felicity says she's been dancing since she was 10, so she guesses she's pretty good. Sarah says Felicity has won lots of big, big awards. The girl says 'Whatever.'and walks away. Felicity says it's getting really hard to ignore that girl. Sarah tells Felicity that last year in the Miss Coney Island Pageant, the girl put menthol cream in her bathing suit. Sarah says the package lied - it's not soothing or relieving. Sarah asks if Felicity is really a dancer. Felicity confesses that she hasn't done it since she was 10. Sarah says she would think it's like riding a bike - you never forget. Felicity says it better be. Sarah says the annoying girl makes her sick. Felicity laughs loudly.

Noel walks in on Felicity practicing her dance moves. She shuts off the music. Noel tells her she's really good. He tells her he came over to fix Elena's computer. He says Elena told him she's doing the pageant thing. There's an awkward silence. Noel asks Felicity what's going on. She tells him she can't talk about it. He says he know's things have been difficult, but what happened between them is over - it's in the past. She tells him it's more complicated than that. She tells him she thinks she might be pregnant. She tells him she's still waiting for the results of the blood test, but the home test was positive. She tells Noel that she hasn't told Ben yet. He tells her he's sorry. Elena walks in and tells Noel he should be looking at her computer. She realizes she's just walked in on something and apologizes for interrupting. Noel asks if he can look at the computer later. Felicity tells Noel she'll call him. Noel leaves. Elena asks Felicity if she and Noel are ok. Felicity says they are. Elena asks if she told Noel what's going on. Elena asks if she wants to talk about it. Felicity says ,'no.' Elena realizes why and says 'Oh, my god!'

The pagent judges ask Felicity how she see's herself in the next 5 years. Felicity says she's an artist - at least that's what she's trying to be. She says it's hard to know exactly what she'll be doing in the next 5 years. She confesses it's something that she's been struggling with recently. She says she never thought she'd be here - like this. They ask if she can be a little more specific. She apologizes and says she can't. Felicity leaves the stage convinced she's blown it. Javier tells her that they still have the bathing suit and evening gown competitions tomorrow night.

Sean goes over some of his ideas with Meghan including a restaurant called Before and After that serves only appetizers and desserts. He says it would be for specialty occasions. He also has an idea for a sleepmask alarm clock. The mask would have it's own personal alarm that would vibrate so that you wouldn't have to disturb the person next to you. Meghan tells him she's making a huge sacrifice to be with him and she has to be sure it's not a mistake. He asks her what that means. She tells him that her parents have threatened to cut her out of the family in every way if she doesn't end the marriage. Meghan tells Sean her dad thinks she's making a mistake. Sean asks Meghan if that's what she thinks. Meghan doesn't answer.

Ben stumbles upon Felicity's pregnancy test invoice from the university clinic on her desk. Later, he runs into Noel at the basketball court. He tells Noel that Felicity might be pregnant. Noel asks if she told him. Ben tells Noel he found an invoice. Noel doesn't act at all surprised. Ben asks if Felicity told him. Noel lies and says 'no.' Ben realizes that Noel already knew. Ben asks Noel why Felicity would tell him. Noel says he guesses it's because they're friends. Ben tells Noel he's going to go and find her - he's got to talk to her.

Felicity and Sarah seek revenge and put muscle relaxer cream in the swimsuit of the annoying pageant contestant. Sarah laughs and says the girl deserves the power of the mentholated, fast, effective relief. Sarah tells Felicity her entire family is coming to the pageant to cheer her on. She asks Felicity who she invited. Felicity tells Sarah that her family is in California. Sarah asks what about friends - her boyfriend. Felicity says she didn't invite her friends or boyfriend. She says she's embarrassed. Sarah tells her that's why she needs someone to be with her - to root her on. Felicity tells her that her boyfriend was voted most popular in high school and she wasn't popular at all. Even though they've both changed a lot since then, it still feels like high school sometimes, like she's waiting for him to realize who she really is. She fears that once he does, he won't want her anymore. She says that's why she didn't invite him. She doesn't want him to not want her.

Ben finds Felicity at the pageant. He asks her if she's pregnant. She tells him she doesn't know - she has to go to the clinic. She asks him how he found out. He tells her he found a form in her room and then he had to hear it from Noel. She apologizes. He says he doesn't understand why she didn't tell him. She tells him she absolutely should have. She says she panicked - he has so much going on right now and she didn't want to bother him. She tells him she's really sorry. He tells her he's going to go. Felicity asks him to stay. He says he doesn't know. He asks if she won't be too embarrassed. She tells him she's going to be incredibly embarrassed, but it'll make her feel better if he stays. Ben says he will. Although Felicity doesn't win the $10,000 prize, she does win the competition for best evening gown and a $200 gift certificate to The Wiz music store.

Felicity tells Ben she's not pregnant. He asks if she called the clinic. Felicity tells him she didn't have to - she got her period. Ben says, 'That's good.' She apologizes again for not telling him what was going on and that she's glad he stayed for the pageant. Ben tells her he's glad he stayed too. They hug.

Sean tells Meghan she should have defended him to her dad. She tells him that she did. He tells her that he has ideas - hundreds of them - and they don't all have to work. He tells her it's kind of like marriage, all you need to do is find the right one. Meghan argues that you can't just wait around - some people never stumble on the right one. Sean says he has faith that he has. Meghan tells Sean he's so cute. She tells him she's going to call her dad and tell him she doesn't want the stupid money. Sean asks how much money. Meghan tells him it's a lot. Sean says that's too bad. They kiss.

Noel tells Felicity he has the solution for her tuition problem - a teacher's assistant position for Art 10. He tells her it wouldn't pay for all of her expenses, but it would cover some of her credits. He tells her it's right down the hall from his new office. Felicity asks if that would be weird. He tells her he's not offering her the position because of what happened between them. He says it's a position he has to fill - it's his job and he thinks she'd be great. She tells him she hasn't even taken that class. Noel asks if she'd take the job if they hadn't slept together. Felicity says she would. Noel says he's just being a good friend. He tells her if she doesn't take the job, then that means that everything between them has changed. He tells her that he doesn't want to be someone that she can't be around. He tells her to just think about it. She says she will.

Ben thanks Noel for helping him drop the classes that he doesn't need. He tells Noel that Felicity isn't pregnant. Noel pretends he didn't already know. He tells Ben that's great.