kiss

Ben stops by the apartment and asks Felicity if she wants to go for a walk. She says 'sure.' He asks what she thinks about the whole Lauren/pregnancy thing. Felicity tells him she's still a little overwhelmed. He tells her it's going to be ok. She reminds him that he's already told her that.

Felicity quietly tiptoes out of Ben's room. Noel is in the kitchen making a sandwich. He asks what she's doing up so late. She tells him she couldn't sleep. He asks if she wants to talk about it. She says she doesn't know. She just feels like everything is changing. Noel says he knows this whole career thing is freaking her out, but he's sure she'll find something. Noel suggests architecture. He tells Felicity it might be interesting with her science and art background. Felicity agrees. He tells her about a friend of his, Adam Davis, a grad student who's working on a model for a contest. The person who usually helps him can't, and he's looking for someone. Noel tells her she'd be great. Felicity says it would be great to dive into something right now. Noel gives her Adam's phone number. She thanks him.

Meghan wants to go out tonight. Sean would rather continue working on his latest idea for shoe covers. Sean explains that you put it over your tennis shoe so it looks like you're wearing a dress shoe. Meghan asks why. Sean tells her that dress shoes are really uncomfortable. She tells him it's the dumbest idea ever. If people's shoes are uncomfortable they buy other shoes - people love to buy shoes. She tells him Mariah Carey alone has 500 pairs of shoes. Sean asks Meghan if it would kill her to support him just once in her life. She asks if it would kill him to go out. He asks what's her problem. She yells and tells him he's her problem. He says 'right back at you.' Meghan storms out of the room.

Ben and Trevor visit their counselor, Mr. Norman, to make sure they're doing all they need to do to ensure they get into medical school. Mr. Norman suggests they do some volunteer work. They ask what they can do. He suggest the Big Brother - mentoring young boys. Ben asks if med schools really look at this type of thing. Mr. Norman says they do. Ben and Trevor decide to become Big Brothers.

Noel sees Zoe in the hallway at work. He asks if it's weird for her to see him there. She tells him it is - she doesn't really know how to act around him, so she's been avoiding him. He says he's been avoiding her too, but it doesn't have to be this way. He says they should just do their jobs and be professional. She asks if he's going to be ok with that. She explains that her dad is going out of town for 2 weeks and he's put her in charge of the account that Noel and Sean are working on. She says she didn't say anything before because she thought things would be weird. He tells her it's ok - it's her job- that's what they're there to do. Noel tells her a couple of his friends are throwing a party tomorrow night. He asks if she wants to go with him. Zoe says 'yeah, that would be great.'

Felicity stops by to see Noel's grad student friend Adam. She tells him she's searching for a career path and working with him sounds interesting. Adam changes the subject and asks Felicity- if you're dating someone and they tell you they're in love with you and then all of a sudden decide they want to break up - does it mean there's someone else. Felicity says she doesn't know. Adam says it's the only thing that makes sense. Felicity tells him she's not really sure. She tells him Noel mentioned he might need help working on a model. Adam says his ex-girlfriend Dina used to help him with it. Felicity says maybe she can help. Adam tells her that would be incredible. He tells her the model is due this weekend. Felicity tells him he'll have to show her what to do.

Ben and his dad are going to a basketball game. He tells Ben he'd like to stop by Lauren's place after the game. He tells Ben he got her some books on what to expect when you're expecting. Ben's dad says if 'this guy' isn't going to help her out - he will. Ben reveals that he's the father of Lauren's baby. He tells his dad that he and Lauren slept together when he and Felicity were broken up. He tells his dad he didn't find out until last week -Lauren waited 4 months to tell him. His dad tells him he's sorry. Ben says he doesn't know what he's supposed to do - drop out of school and get a job. He tells his dad he wants to be a doctor and he's not ready for this.

Felicity is at home working on the model. Ben stops by the apartment. He says he thought she was coming over to his place. Felicity explains that she has to work on the model. She tells him that Adam was so involved in his love life, he barely explained anything to her. Ben tells Felicity he told his Dad about Lauren. He asks if she wants to come over to his place. Felicity tells him she feels like she'd better work on the model. Ben asks if everything is alright. He says she seems kind of upset. She tells him she's fine. He says 'ok' and leaves.

Noel and Sean attend a staff meeting with Zoe and other employees. Zoe asks Noel to update them on CGG Corp. Noel explains that he and Sean have been working on an idea for a CGG mail-order catalog. Zoe asks if she missed something because she doesn't recall the CCG Corp. requesting a catalog. Noel says they didn't, but he and Sean thought it would be a good idea. Zoe says 'to waste money.' Noel suggests Zoe take a look at their ideas. Zoe tells him she doesn't need to - she's heard enough. She moves on to the next staff member. Later, Sean asks Noel if he's going to talk to Zoe because there seems to be lot of tension between them. He tells Noel the last thing they need right now is to make their work lives hell. Sean says he gets enough of that at home. They stop to get coffee. He tells Noel about his shoe cover idea. A coffee vendor chick, Clancy, overhears Sean and suggests he call the shoe covers - shoe jackets. Sean says he likes it. She tells him it's a good idea - she'd buy them. Sean invites her to the party. He tells her he could show her the prototype for the shoe jackets. She tells him it sounds like fun and agrees to go to the party. Noel asks Sean what he's doing - he's married. Sean claims he invited Clancy for Noel. Noel says that wasn't for him.

A guy kisses Meghan in drama class during a scene. He invites her to see his band. She tells him she can't she has to go to a party. He tells her she can come after the party - his band plays at 1 a.m. Meghan invites him to the party. Javier reminds Meghan that she's married. She says 'yeah, to a grandpa who's asleep by 9.'

Adam tells Felicity that the model is all wrong and it's going to take him forever to fix it. He asks if she can work tonight - they can start from the beginning. They work until 4am. Felictiy tells Adam it's nice to have a distraction. He asks what she's trying to escape. She says she doesn't know - her life is kind of intense right now. She tells him it was fun working on the model with him. He tells her that she's good at it. He couldn't have finished it in time without her. He asks her to dinner tonight. She tells him her roommate is having a party. She tells him he should come - it's going to be fun.

Ben's dad stops by the loft. He tells his dad he's doing the Big Brother thing. His father tells him it's great. He tells Ben he thinks he's making a mistake. He knows he's in a difficult position. He doesn't want Ben to do something he'll regret. He says he knows it's complicated. Ben says it isn't. Lauren decided to have a kid and he didn't. He tells Ben that the child is going to need a father. Ben tells his dad that he's the last person he wants to listen to about this. He tells Ben he knows he wasn't the perfect father. Ben says he wasn't a father at all. He tells Ben he's trying to be one right now. Ben says it's a little late. Ben goes to meet his 'little brother.' From across the street he sees the kid sitting on the steps waiting for him. Ben turns around and walks off in the other direction.

Noel asks Zoe about what happened at the staff meeting. She tells him it was awkward. He says he thought they'd agree to be professional with one another. She says they were. He tells her she was insulting. He tells her if she's uncomfortable they can talk about it - she can't take it out on him like that. She tells him she didn't like some of his ideas. He reminds her that she hasn't even heard them. She tells Noel she knows it's hard working below her. Noel reminds her that if it weren't for him and Sean, they wouldn't even have the account. He tells her she should really look at their ideas.

Trevor asks how things went with Ben and his 'little brother.' Trevor tells Ben he took his 'little brother' to the arcade and played video games all day. Ben lies and says they just hung out and had a great time.

At the party, Ben tells Felicity he has to leave. His dad called from a bar downtown and said he's about to have a drink. Felicity offers to go with him. Ben tells her it's alright, he'll call her when he knows what's going on.

Sean finds Meghan talking to the guy from her drama class. He asks 'Who the hell is this?' Meghan introduces Sean to Rocco. Sean shakes Rocco's hand and says 'it's nice to meet you Rocco, I'm Meghan's husband.' Sean explains that Meghan forgets sometimes. Megan asks if Sean should be home right now- it's past his bedtime. Clancy arrives and calls Sean from across the room. Sean says it looks like he'll be staying out late tonight. Rocco tells her he's totally into the open marriage thing. Meghan excuses herself and goes over to Sean and Clancy. She introduces herself and tells Clancy that Sean is her husband. She tells Sean and Clancy to have a good time. She tells Sean that she forgot to mention that Rocco kissed her today on the lips in theater class. She walks away. Clancy asks Sean if Meghan just said he's her husband. Sean says Meghan doesn't know what she's talking about. He goes after Meghan and tells her that Clancy loves the shoe cover idea. Meghan says she's an idiot. Sean says he's doing it. She says she's sure it'll be just as successful as all his other ideas. She tells him Rocco invited her to see his band tonight. Sean tells her he doesn't care. Meghan says he should care. He asks if she wants to be with Rocco. Meghan says Rocco doesn't make her feel like a grandma. He says 'fine' and tells her to go be with Rocco. Meghan tells Sean to go and be with his little 'coffee girl.'

Adam shows up at the party. He tells her he submitted their model. He says after seeing the others, he doesn't think they have a chance. Adam asks if her personal life is any better. Felicity says 'no.' He tells her he thinks she's great. He leans in to kiss Felicity, but she backs away. She asks what he's doing. He says he isn't sure. She tells him she has a boyfriend. She tells him this isn't a good time for her. Adam apologizes. He tells her he's going to go. He thanks her for inviting him to the party.

Zoe tells Noel she looked at his ideas for the catalog and they were good. She apologizes for not being professional. He tells her it's ok. She tells him she was jealous of him sitting next to Jessica at the meeting. He asks who's Jessica. He tells Zoe the only reason he didn't sit next to her because he was nervous about being near her. He kisses her.

Ben's dad tells him he's sorry. Ben tells him that he's not his sponsor. His dad tells him that it's really hard to watch your child making mistakes. Ben is upset with is dad for using his alcohol addiction to manipulate him. Ben tells his dad that his apologies mean nothing to him. He tells him he'll never forgive him if he goes and has a drink. His dad explains that he doesn't want a drink - that's why he called him. He tells Ben he knows he won't be able to live with himself if he doesn't do the right thing. He's too good a person. Ben sends his father home in a taxi.

Ben stops by the apartment. Felicity is in bed. She asks how things went with his dad. Ben says it's ok. He asks her what she's thinking - she's been avoiding him. She says she doesn't know what to say. He tells her she can say whatever she wants. He says he just wants to know what she's thinking. She says she just keep thinking about what he said - about how this isn't going to change anything. She's trying to believe that, but she doesn't know if she does. She tells Ben that she knows him - she knows how he is, and she doesn't know if he's going to be able to live with this choice that he's made. He tells her his dad said the same thing.

Meghan comes home and gets into bed with Sean. He asks if she got lucky. She asks if he did. He tells her he didn't. She tells him not to let her stand in his way. She tells him she just wants to go out once in a while. He just wants her to like one of his ideas. She tells him the shoes she was wearing tonight were really uncomfortable. She asks if he has anything for that. He asks if she's ever heard of shoe covers. He tells her they go over your sneakers - looks like you're wearing fancy shoes. Meghan says that sounds like just what she needs. He suggests they go out tomorrow night. She tells him she'll wear her shoe covers. Sean tells her he's sorry. Meghan says she is too.

Noel asks how things went with Adam. Felicity says it was good, Adam's a great guy. Noel tells her Adam called after the party and told him what happened and that he felt terrible about what happened. Felicity tells him it was a little awkward. He asks her if she's ok. She tells him she has a lot going on.

Ben tells his dad he thinks he might be right. He says he just doesn't know where to start. He tells Ben he'll help him in any way he can.

Ben goes to meet his 'little brother' again. He introduces himself to Oscar and his mom. He tells Oscar he's got a water gun, a Frisbee, a basketball� Oscar shows interest in the basketball. Ben tells Oscar he knows a great court they can go to and shoot around.