Felicity visits Ben at the basketball court. She tearfully asks if she can talk to him. She tells him she tried calling him all night. He tells her he was at the hospital all night with his dad. She tells him she's sorry for not telling him about having sex with Noel. Ben tells her to go away and just go home. He tells her he doesn't want to talk to her and that he'll pick up his stuff later. Felicity walks away.

Meghan overhears Noel telling Sean that he slept with Felicity. They're both shocked. They can't believe Ben didn't hit Noel when he found out. Noel tells Sean he's looking for a new apartment. Later, Sean stops by Ben's room and tells him he heard about Felicity and offers to listen if Ben wants to talk or hang out. Ben says he's ok. His mom is in town to see his dad and he has lots of stuff to do.

Meghan tells Felicity she knows about Noel. Felicity says it's horrible - everyone knows- and Ben won't talk to her. Meghan tells her not to worry - Ben loves her - she followed him all the way to college. She assures her it'll work out. She says it's like a fairy tale.

Noel starts his new graphics job. The boss's daughter hits on him. Her father later catches them making out while they're supposedly working late at the office. Noel is fired immediately.

Trevor tells Elena that if a girl cheats on a guy it's worse than when a guy cheats. He says when a guy cheats it's just about sex, but when a girl cheats it's about emotions. Elena argues that it's the same. She tells him that she's cheated - it means nothing.

Ben stops by the apartment. He tells Felicity that he's just there to pick up his stuff. She watches as he gathers books, shirts, etc. He can't find his favorite hooded zip-up sweatshirt. Felicity says she'll look for it. He tells her it's ok and returns the key to the apartment.

Ben's mom tells him that his dad is back on the liver transplant list. She tells him she's hoping his dad will be well enough for her to take him home soon. Ben is surprised. He asks if they're getting back together. She tells him she's hoping they will. Ben tells her it makes him nervous. She tells Ben that his dad is a part of her - it's not easy to let go after all they've been through.

There's a thunderstorm. Felicity can't sleep, so she writes a letter to Ben and delivers it to the loft. She tells him she knows he doesn't want to see her. She says she keeps telling herself she needs to respect that, but she couldn't help herself. She gives him the letter and leaves.

Felicity notices one of her new klepto roommates, Gabby, is wearing Ben's sweatshirt. Gabby denies that it's Ben's and tells Felicity she's had it for years. Felicity tells her she know's it's Ben's because of the bleach stain on the back. Gabby pretends to realize that it isn't her sweatshirt and takes it off. Meghan stops by and picks up the sweatshirt to return to Ben. Felicity says she would take it herself, but Ben looks at her with such hatred in his eyes.

Meghan returns to the loft and finds Ben and Sean playing a video game. She throws Ben's sweatshirt at him and says 'Here's your ugly-ass sweatshirt.' She tells him if it were up to her it would be in the incinerator. She tells him he's an idiot for not talking to Felicity. She tells him Felicity loves him - she loves him so much it's disgusting - if she thinks about it too much it makes her want to barf. She tells him he should at least talk to Felicity.

Sean is upset with Meghan because he thinks she's taking Felicity's side. Meghan tells him that Felicity is her friend. She tells him that cheating happens. Sean says he can't believe his wife thinks it's ok to cheat. Meghan tells him she's not judging Felicity. She tells him they shouldn't be arguing about something that isn't even their problem.

Ben's dad asks if he's upset that he and his mom might be getting back together. Ben says he's worried it'll be the same crap as before. Ben's dad tells him that he loves his mother.

Trevor asks if Elena and Tracey called off the wedding because she cheated. She tells him that wasn't the reason. She tells him it's hard to explain. He says her fiancé must have been shattered - he had it worse. Trevor explains that he had it worse because he lost her. They kiss.

Ben agrees to meet Felicity for dinner. Felicity is sitting at a table waiting for him. Ben is outside of the restaurant in the rain looking at Felicity through the window. He stands there for a moment before going inside to join her. He asks her what she wanted to say. She tells him now that he's here, she doesn't know where to start. She tells him she wishes she could take it back - she doesn't know what she was thinking. She was going through that stuff with her dad. She and Noel were on the roof and it just happened. He tells her this is too weird and he has to go. He gets up and leaves. She runs out after him in the rain. She shouts that she loves him. He turns around and tells her he's really starting to hate that word - the way people use it. She and his dad use it like it will make everything better. She asks him to tell her what she can do. He tells her she's already done it. He says he tried to understand, and every time he thinks about her and Noel… He says that he's sorry - he just can't talk about it right now. He walks away and leaves her standing in the rain.

Felicity stops by Noel's office and asks when he starts his new job. He tells her it didn't work out, but he has the guidance counselor job - it's a good backup. She tells him it's going to take her a long time to understand why he told Ben She asks him why he told him. Noel says he doesn't know - sometimes he keeps doing these things where the whole time he can hear himself saying stop, but he doesn't.

Noel tells Ben he's looking for an apartment and he'll be out of the loft soon. Ben says 'okay.' Noel asks Ben about his dad. Ben tells him he's doing better.

Ben tells Sean he wants to forgive Felicity, but he doesn't know how. Later, in his room, Ben reads Felicity's letter. She says she dreamt once that she lost him. They were on icebergs. She can't remember if he was floating away from her or if she was floating away from him. She remembers waking up beside him. It was the middle of the night and it was raining - like tonight and she heard his breathing calming her. It was like they could speak without words. She wondered how and when they learned it - this secret language. She only knows that some point in the silences she heard him. And now she's left with words - these useless words… when all she wants is to be beside him again - to make him feel safe - to help him sleep - to bring him back to her.