Ben surprises Felicity with her birthday gift a day early. It's a Flexible Flyer sled. Felicity tells him she loves it - she can't wait for it to snow. He tells felicity that Vermont has about a foot of snow - he thought they could go and stay for the weekend. Felicity tells him it's perfect. She kisses him.

Ben gets a call from Lauren, a young woman from AA that his dad used to sponsor. She tells Ben his father has liver failure and he wants Ben to come and see him. Ben asks Felicity not to mention his dad's condition to anyone. He meets Lauren at the hospital. She tells him his dad's liver is completely shot. Ben tells her that 20 years of drinking scotch will to that to you. She tells Ben they took him off the transplant list. They didn't think he'd survive the surgery. Ben is in a hurry - he and Felicity are supposed to leave for Vermont at noon. Lauren encourages Ben to talk to his father for closure. Ben asks her what that's supposed to mean. Lauren tells Ben that his father is dying. Ben's dad says he called several times to congratulate him for going pre-med., but Ben never returned any of his calls. Ben wants his dad to get to the point of why he needed to speak to him. His dad explains that since his liver isn't working, it can't clear any toxins. It affects his brain and there's a possibility that he won't be able to think clearly or make decisions if/when that happens. He wants to grant Ben Power of Attorney so that Ben can make important decisions regarding his medical care if necessary. He tells Ben that he's been sober for 67 days - the longest he's ever gone without a drink. He wants to remain completely sober - no pain medication, no morphine - nothing. He tells Ben that if his heart stops or he can't breathe anymore, he doesn't want to be kept alive on a machine. Ben agrees to handle the decisions if/when it becomes necessary.

Noel is visited by two freshman girls, Tammy and Gabby, who desperately want new housing assignments. They tell Noel at first they thought it'd be cool - being the only girls on the men's lacrosse floor. They tell noel that the guys were doing disgusting things like peeing in the sink. They ask Noel how long it will take to find new housing. Noel promises he'll do what he can. Later, Javier stops by Noels office to complain that his gay and lesbian studies professor has the worst accent he's ever heard - he can't understand a word he says. Then Javier says the administration needs to look into getting toilet paper that comes in the rolls - not the little squares. He says he can't stand the little itchy squares. Noel tells Javier that the guy who had the guidance counselor before him was there for 14 years. Noel says he doesn't know how he did it. He's had the job for a week and he's already dying. Everyday there's a line outside his door of people with the most mind-numbing problems - they don't like the food in the cafeteria - they can't find their P.O. box. - they want the toilet paper to come in rolls instead of squares…. Noel says it's like quicksand - if he doesn't get out now he's going to sink. He says this job was supposed to be a stepping-stone - everyone else's problems are just going to have to wait. Javier says he guesses he can live with the squares a little bit longer.

Noel and the housing department place Tammy and Gabby in the apartment with Felicity and Elena. Elena comes home to find all of her things have been moved to another room so that Tammy and Gabby can share a room. They assure Elena that they've arranged everything just as she had in her old room.

Felicity conducts her first critique session with Professor Cavallo. They have difference of opinion with one student's work. The assignment was to draw a spoon, but one girl draws a self-portrait - she is the spoon. Felicity likes that she went beyond the assignment. Cavallo states that the student didn't follow the assignment and moves on to another student's work. Later, Felicity stops by his office. She tells him that she knows he didn't choose her to be his T.A. and she knows that he doesn't exactly admire her work. She tells him she just wants to be able to help and asks if there's anything else she could be doing or if there's any advice he might have, besides sticking to the assignment. He offers to take her to lunch tomorrow so they can talk. Felicity agrees. Elena warns Felicity that Cavallo is putting the moves on her. She advises Felicity not to go to lunch with him. Elena reminds Felicity of her own situation with McGrath. Felicity insists this is totally different - she and Cavallo are strictly professional. Elena asks why Cavallo didn't ask her to return during office hours. Felicity says she's not his student. Elena tells Felicity she doesn't want to be in a position where she has to turn him down. Felicity says she's not. Elena tells her she needs to be sure since she has to work with Cavallo the entire semester. At lunch, Felicity tells Cavallo that she doesn't consider herself an artist. Cavallo asks why not. Felicity says she just doesn't. She tells him she's worried about the class, running the critiques. He tells her she'll get better with practice and she'll have plenty of practice when he's out of town next week. He tells her he's going to be in Philadelphia consulting on an exhibit at the Rodin Museum. Felicity says she loves Rodin - they have a huge collection at Stanford. She tells him she used to go there all of the time with her mom. Cavallo comments on Rodin's work with the human figure. He takes Felicity's hand and says every line…every muscle is perfect. Felicity is visibly uneasy. He asks if she knew Rodin was rejected 3 times from Ecoles Des Beaux-Arts. He tells Felicity not to let the honors program derail her. She tells him she won't. Later she asks Elena what she should do about Cavallo. Elena tells her she has to confront him and get it out in the open.

Ben stops by and tells Felicity that he just got a call from Lauren and his dad is getting worse. He doesn't think he can go away this weekend. Felicity asks if he wants her to go to the hospital with him. He tells her Lauren is meeting him at the loft and they're going to go from there. He wishes her a happy birthday and apologizes for not being able to go away with her. Felicity hugs him.

Felicity stops by Noel's office. He's on the floor staring at the ceiling. He tells her he had 4 job interviews today. He tells her he's going to be a guidance counselor for the rest of his life. He wishes her a happy birthday and wonders why she's not in Vermont. She tells him Ben's dad is in town. Noel reminds Felicity that it's her 21st birthday and thinks she should be out celebrating. He offers to take her out for her first legal drink. Felicity tells him she's going to go and paint.

Elena is trying to study, but can't concentrate because Tammy and Gabby are blasting music as usual in the other room. She's had it with them. They moved her things without asking, 'lost' her suede jacket and after being asked repeatedly, refuse to lower the volume of their music. Elena calls Noel. The machine picks up and Elena leaves a message telling Noel she wants the freshman out of the apartment. She says if he doesn't get them out ASAP she will personally come over there and kick his behind. Richard comes out of Tammy and Gabby's room complaining that Tammy and Gabby want Noel. He says the N-man always scores - First Noel sleeps with Felicity. He tells Elena not to deny it - he saw the hickey. Then he tells her that Noels going to get the 2 muffins in the next room. The answering machine confirms that the message has been recorded. Elena and Richard panic and race over to the loft to distract Meghan and Sean and erase the message before anyone hears it.

Outside the loft Ben waits for Lauren. She apologizes for being late. She tells Ben that his dad has been like a father to her. She tells Ben that he's talked about Ben a lot. Noel sees them talking and then hug from across the street. Lauren is holding a bouquet of flowers. Later at the hospital, Ben's father is having difficulty breathing. The doctor tells them he's taking about 20 breaths a minute. Lauren asks what's normal. Ben and the doctor answer 'about 10' at the same time. Ben explains that he was training to be a paramedic this summer.

Professor Cavallo stops by the studio while Felicity is painting. He tells her they have studio space in Manhattan - one of the perks of the job and a luxury she'll miss when she graduates. She tells him she felt a little uncomfortable when he held her hand, touched her, or whatever at lunch. He tells her she should have if she thought he was making a move on her. He tells her he wasn't. Felicity says good - she could have been wrong. He tells her he's in a relationship right now and he's not looking for anything else, especially from a colleague. He tells her he admires her for bringing it up. She tells him she feels really stupid. He tells her not to. Felicity approaches the door to leave when one of Cavallo's student's Gretchen arrives. Cavallo explains that Gretchen is helping him with a show that he's putting up. She and professor Cavallo leave together. Felicity notices Cavallo's hand on Gretchen's back as they leave.

Ben returns home from the hospital. Noel asks Ben who the girl was that he saw him with earlier. Ben doesn't know what Noel's talking about. He tells Noel that he's really not in the mood for this crap right now. Noel says Felicity said he was with his dad, then he sees him outside hugging some girl on the sidewalk. Ben tells Noel she's a friend of his dad's. Noel finds it hard to believe that Ben would be hanging out with his dad's friend on Felicity's birthday. Ben asks if Noel is trying to accuse him of cheating on Felicity. Noel says that he's just wondering why one of his best friends is alone on her birthday. Ben tells Noel that he doesn't know what he's talking about and to drop the best friend crap. Ben says it's obvious what Noel is doing. He's graduated and now is hanging around as a guidance counselor. He says it's pretty obvious that he's waiting around for Felicity. Noel says he's not waiting for anyone - he needed a job. Ben tells Noel to give it up - it's been years. Ben tells Noel Felicity was never his - she never will be, so just accept it and move on. He tells Noel that he's never going to have her. Noel tells Ben that he already did. Ben says he's not talking about some freshman crush. Noel says neither is he. Ben asks him what he's talking about. Noel is silent. Ben leaves the loft and returns to the hospital. Ben wants his dad put on a respirator. He wants his dad put back on the transplant list if it's possible. Lauren argues that's not what Ben's dad wants. Ben tells her to let him talk to the doctor. Ben sits by the side of his dad's bed. He tells him he knows this isn't what he wanted, but the doctor said there's a chance he could get better. Ben says maybe they can have some time together.

At the apartment, Felicity opens a gift from Javier. It's a photo album with photos from the last four years. Felicity tells him she loves it.

Elena has found her suede jacket in Tammy and Gabby's closet. They tell her they borrowed it. Elena reminds them that they told her they didn't have it. They comment that Elena must not have sisters and that they share everything with theirs. Elena tells them she's not their sister.

Noel stops by the apartment and asks if he can talk to Felicity alone. They go back to her room. He tells her to sit down. He tells her he saw Ben with a woman when he was walking home. Felicity explains it was Lauren, Ben's dad's friend from AA. Noel says he knows that now, but he didn't know earlier. He thought Ben was cheating on her and he told him that they slept together. Felicity asks why he would do that. Noel says it just came out. He apologizes. Felicity doesn't speak. She cries when Noel leaves.