Felicity interviews with Professor May for the T.A. position. Felicity says that although she has zero experience, she's incredibly enthusiastic and hard-working. The professor interrupts Felicity and asks her what she thinks about the scarf she's wearing. She tells Felicity that she saw it at Bloomingdale's and just had to have it. Felicity tells her it's great. Professor May takes it off and hands it to Felicity and tells her to take it. Felicity tells her she can't. Then the professor tells Felicity she has hundreds just like it. Felicity thanks her for the scarf. She asks Felicity how she feels about running critiques. She has Felicity critique a painting. Felicity passes and is offered the T.A. job. Later, while decorating the apartment for the Halloween party, Felicity tells Elena about the interview. Elena asks if Professor May was hitting on her. Felicity laughs and tells Elena the professor is like 70 years old.

Felicity and Elena are decorating the apartment for their Halloween party. Javier stops by and tells Felicity and Elena that he needs a secret hideaway for a couple of days. He says he's teaching Samuel a lesson for taking him for granted. Javier says he tried on his costume as Carmen Miranda - he had the dress, the turban and most of the fruit, when Samuel asked if he'd worn the same costume last year. Felicity and Elena can't remember Javier's costume from last year. Javier says it's ok for them to forget, but not his husband, so he left. He tells Felicity and Elena that Samuel won't make it 2 hours without him. Felicity says she's sure Samuel will call any minute to apologize. Elena says if he doesn't, she'll go over and kick his butt. Javier tells them they're the best. They have a group hug.

Ben says pre-med is really tough because he's never really been a strong student. He says he thinks most people didn't think he could do it - even he had trouble believing it himself. He thinks he's failed an organic chemistry test because he missed questions in an entire section. Ben and his lab partner Trevor both agree that the professor told the class that benzene compounds would not be on the test. Ben tells Felicity, it's like the professor wants them to fail. Felicity suggests maybe they misunderstood the professor. Ben says he didn't misunderstand him - he's not a complete idiot. Felicity tells him that's not what she meant. Ben reminds Felicity that she was in pre-med, so she knows that o-chem is where they weed people out. Felicity asks what she can do to help. Ben says, 'nothing.'

Sean and Meghan are walking down the street when a woman starts taking photos of Meghan. She tells them she's a trend spotter for Teeny-Bop magazine. Her job is to spot the next big thing before it becomes the next big thing. She tells Meghan the shirt she's wearing will be huge. Sean brags that Meghan made it herself and the sleeves are made of tube socks. She asks Meghan to sign release forms so they can use the photos in the magazine. Meghan refuses and tells the woman that she's really annoying. Later, Sean tells Meghan that he wants to market the tube sock shirts. She doesn't want her individuality to be marketed. Sean sneaks and has a bunch of shirts made. He's convinced they're going to be the next hottest thing. Meghan is furious when she finds out. She tells him it's part of her look and if he sells it to everyone else, she's going to look like everyone else.

Max, student from Professor May's class recognizes Felicity from the Miss Sunrise pageant. He tells her that he worked on the sets. She denies being in the pageant tells him that it wasn't her.

Felicity finds out that Professor May has been arrested for shoplifting. She was caught stealing a hat and scarf from Bloomingdales. The administration asks Felicity to run the next few classes until they find an instructor to replace Professor May. Felicity says she doesn't think it's such a good idea. She says she can already tell the students aren't going to listen to her. Word spreads about Felicity's participation in the pageant and the students tease her about it. Felicity attempts to run a critique. Max has drawn a tiara. He tells her he was inspired by her. The class laughs. Felicity wants to move on to another drawing. Max asks tells her he was inspired by the packaging and objectification of the feminine. He asks if she got a scholarship for that. Felicity tells him she did not. He says, 'Well, you got a T.A. position.' Felicity says she's here because she's an art major, not because she won a prize. A female student says she's not judging Felicity for entering a beauty pageant, but as artists they'll be fighting the pressures of commercial and material concerns at every turn. She accuses Felicity of trading on her looks and says Felicity has already sold out. She says that's not a lesson she wants to pay to learn in this or any class.

Javier tells Noel he needs a distraction to get his mind off his problem with Samuel. Noel suggests a movie. Javier sees an ad in the paper for a Lionel Ritchie concert in Atlantic City. He convinces Noel to go with him. Javier is devastated when they arrive and find that the concert is sold out. They play slot machines in a casino to try and win money to purchase $800 tickets from a scalper.

Ben and Trevor both fail the o-chem midterm. Ben tells the professor that the test wasn't fair because they were told benzenes weren't going to be on the test. The professor argues that there are right and wrong answers - it's about science, not fairness. Ben asks if they can retake the test. The professor tells them that not everyone failed - most passed and some even got 'A's. Ben asks again if they can retake the test. The professor tells them the conversation is over. Ben tells him again that he's being incredibly unfair. The professor repeats that the conversation is over. Ben asks the professor why he has to be such a dick about it. The professor tells Ben and Trevor that he wants them both out of the class and he's failing them. Trevor tells the professor they need this class. The professor tells them they should have thought about that before they opened their mouths.

Ben and Trevor go out drinking before heading to the Halloween party. Trevor asks where the keg is as soon as they arrive. He tells Felicity they got kicked out of o-chem. Ben tells Felicity he'll talk to her about it later.

Later, Felicity finds Ben in her bedroom and asks if he wants to talk. Ben tells Felicity professor Hodges would not admit that he was wrong. He says it reminds him of the same crap is dad used to pull. They rejoin the party and find Trevor passed out on the floor. Ben tries to wake him up. He tells Felicity to call 911 and begins CPR.

Ben and Felicity wait at the hospital for news about Trevor. The doctor tells them that Trevor is in a coma. He tells them it's good they called when they did, otherwise Trevor would be dead. Ben asks if he's going to make it. The doctor says they won't know for a while. He tells Ben and Felicity they should go home and get some sleep. He tells them all they can do now is wait.

Javier and Noel are in the men's room when Lionel Ritchie comes in. Javier asks him to autograph is chest. Lionel suggests he sign a piece of paper instead. He asks Lionel what he does when he as a fight with his wife. He tells Javier that no matter what it is or how angry he gets that she's right. He tells Javier it works every time.

Ben goes to see Professor Hodges. The professor tells Ben that he already kicked him out of the class. He tells Ben not to make him do it again. He tells the professor that Trevor is in a coma from alcohol poisoning. The professor is silent. Ben says he and Trevor came to him for help. Ben reminds the professor that his job is to help his students. Professor Hodges says his job is to teach chemistry. Ben says all they asked was that he be fair and allow them to retake the test. The professor tells Ben if this is an attempt to get back into the class… Ben tells Hodges that he doesn't care about the stupid class - Trevor is in a coma. Ben asks Hodges if it would have been that big of a deal to admit that he was wrong. Hodges remains silent. Ben leaves.

Samuel calls Javier to apologize. Javier tells Samuel how much he's missed him. Samuel doesn't believe Javier when he tells him they met Lionel Ritchie in the men's room at the casino. Javier tells Samuel he even got Lionel's autograph. They begin to argue. Noel reminds Javier of Lionel's advice. Javier tells Samuel he's right and they make up.

Felicity tells Elena she doesn't want to be a T.A. She tells her the students sing the theme to Miss America every time she walks in the room. Elena tells Felicity that makes her angry. She tells Felicity she doesn't have to take that. Felicity says they're right - she was in a beauty pageant. Elena tells Felicity that she has to stop apologizing for who she is and what she's done. She tells Felicity that she's not the first person to screw up on their way to figuring out who they are. She tells Felicity that she has to own her mistakes and get some strength from them.

Felicity shows up for class in the gown that she wore in the pageant. She tells the class that she was in a beauty pageant and this is the dress she wore. She asks if they have any questions. Everyone is silent. Professor Cavallo walks in and asks what she's doing. She tells him she's the T.A. He tells her he's the new professor taking over the class. He asks if she always comes to class dressed that way or if it's just in celebration of his first day.

Meghan goes to class and notices two girls seated beside her are dressed similar to the way she's dressed. She goes home and gives Sean all her old clothes. She tells Sean she has a new look - sixties style hat and suit.

Ben stops by the hospital to visit Trevor. Professor Hodges is there. He tells Ben Trevor is awake. He tells Ben he heard that he handled the situation pretty well. He tells Ben he may have been right and maybe he could have been more helpful. He admits that he might have said that Benzenes weren't going to be on the test. He says it was his mistake. He tells Ben he'll see him in class. Ben thanks him. Professor Hodges tells Ben he has a son his age.

Ben tells Trevor that Professor Hodges let them back in the class.

Ben says when he was a kid his dad would get drunk and disappear for days. When he finally did show up he'd pretend they didn't exist. He says when you're a kid you want to fix things and try to help. He says he thinks that's why he wants to become a doctor - so he can help. He says it's funny how something so good comes out of something so bad. He says he's thinking he can do this now - that maybe it's not about the person who's the best student - that maybe it's about the person who cares the most.