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Felicity tells Sally that she's still stuck in the past. Now something's happened that makes her wish she wasn't. She reminds Sally that she and Noel have started going out. It began really well. Since the situation was kind of awkward, they attempted to be discreet and started going places where they wouldn't run into anyone they knew. They go to a street fair where Noel convinces Felicity to try fried dough. She tells him it's pretty good considering it's fried dough. In avoiding all of their friends, they ran into someone else who's become kind of a problem- Noel's ex-girlfriend Hanna. They hadn't seen her in 3 years. Hanna asks Noel what he's been up to. He tells her he's looking for a job. Hanna's carrying a handful of flyers advertising the piano lessons she gives. Noel tells her teaching is great. She tells him she spends most of her time begging for students. Noel says looking for a job is harder than any job you could get. Sometimes he thinks it's the only job he's qualified to do. Felicity mentions that the websites he designs are incredible. Hanna suggests Noel create a website for her - she could students off the internet. She says she'd pay him. Noel says he'd do it for free. She hands him one of her flyers and tells him he should definitely call her. Noel asks Felicity if she has a pen. She points out the fact that Hanna's phone number is on the flyer. Noel and Hanna hug. Then Felicity hugs Hanna. She tells Sally that she felt so stupid just standing there - she had to do something.

Felicity walks in and finds Noel talking to Hanna on the phone. Noel says she called him with some ideas for the website. Felicity says, "Wow, she didn't waste any time." Noel says it'll be good practice for him. Noel gets the feeling that Felicity doesn't want him to do the website for Hanna. Felicity says this wasn't supposed to happen. Noel doesn't understand what she means. Felicity explains that Noel hasn't seen Hanna since freshman year and then all of a sudden she's right there - like, where'd she come from. Noel says she didn't come from anywhere. He reminds Felicity that she was with him when they ran into Hanna. Felicity says she wasn't expecting her. Noel says neither was he. Felicity says she knows and apologizes. Noel says he doesn't have to do it if she doesn't want him to. Felicity insists that he do it, then later complains that this was not supposed to happen. Hanna wasn't there before - the last time around. Felicity asks what she's doing there now. Meghan explains that if you change one thing in the past - everything changes. It's called the time-space continuum. Choosing Noel changed everything. Meghan says it's all different now - the ripple effect. One little decision is not just one little decision anymore. Felicity realizes it's her fault. She tells Meghan that last time she and Noel didn't go to the street fair. The only reason they went this time was to avoid running into Ben - who she was going out with the last time. Meghan warns Felicity to be a more responsible time traveler next time. Meghan is heading out to go to class. She asks Felicity if she's ever going to go to class. Felicity reminds Meghan that she's already graduated. Meghan tells her that she might want to check with U.N.Y. to make sure they accept time travel credits unless she brought her future diploma with her. Otherwise, she could be screwed. Felicity thinks that maybe Meghan is starting to believe that she traveled from the future. Meghan says she doesn't. She tells Felicity that she might be weird, but she's not a freak show.

Sean notices that things between Noel and Felicity seem to be going pretty well. He reveals to Noel that he's been communicating with Julie via e-mail and is thinking about getting together with her. He tells Noel that he's always had a thing for Julie. Noel asks if Julie's interested. Sean says when Julie writes to him she says she really wishes she had someone like him in her life. He says her phone number is just sitting in his wallet - waiting.

Elena's packing up Tracey's belongings. Javier tells her that he wants to audition for the musical Man of La Mancha and wants her to give him some feedback. Elena agrees to be his acting coach. Javier does the most hilarious dance twirling, shaking and prancing about. Elena sits and watches in disbelief. She tells him to forget about it - he's terrible. She tells him he has some kind of dance dyslexia or something. She tells him she can't work with him. Javier doesn't know what he's going to do - the audition is tomorrow. She tells him to forget about it. He 's never going to get that part. He says she's just being mean. Elena says she's being honest and saving them both a lot of time and problems. He tells her she should be ashamed to call herself an acting coach.

Felicity tells her Dad she's pre-med now. Felicity tells Sally that the great thing about time travel is it's easy to solve old problems - like tuition. But then again, it doesn't solve everything. Felicity shows up in Ben's organic chemistry class. Ben asks since when is she pre-med. She tells him she hasn't had a chance to tell him. She reminds him that organic chemistry is a prerequisite. Ben asks if she has to be in his class. Felicity says she didn't know he was in that particular class. She tells him she'll change classes. Ben says, "Good." Felicity tells Sally she knows she'd done the right thing - breaking up with Ben, but still it's hard - they were together so long� It's like in chemistry how certain elements are just attracted to one another no matter what the conditions.

Hanna shows Noel her demo cd. She tells him the piece he helped her with - The Fugue- is on the cd. Hanna tells him she thinks that it's great that he and Felicity are still together. Noel tells her it's not still - it just kind of happened a couple of weeks ago out of left field. Hanna tells him she was engaged but it didn't work out. Noel says it's the guy's loss. Hanna says seeing Noel is just like home - they have this history. She tells him that she thinks about him a lot. He says he thinks about her too.

The next day Noel tells Felicity that he thinks Hanna wants to get back together with him and that she told him he's been on her mind a lot. Felicity says Hanna is unbelievable. Felicity wants to know what else Hanna said. Noel tells Felicity that Hanna wondered if he'd ever thought about giving the two of them another chance. Felicity says, " Oh my God!, It's like every time she's here - she does the same thing. It's like a flashback within a flashback." Felicity asks why Noel didn't tell her about it last night. Noel says it's stupid - it doesn't mean anything. Felicity asks why he's telling her now if it's so stupid. Noel says he woke up this morning and realized he doesn't want to keep anything from her. Felicity asks if that's the reason or if he secretly wants to be with Hanna. Noel says he doesn't want to be with Hanna - he wants to be with Felicity. He tells her that he's not even going to do Hanna's website. Felicity tells Noel that she's come to far for him to all of a sudden end up with Hanna.

Sean returns to the loft to find Meghan standing in the middle of the room wondering where all of the furniture has gone. Sean lies and tells Meghan the floors are being redone. She tells him he's the worst liar in the world. He confesses that he's in a financial bind - $50,00. Meghan asks how do you even spend $50,000. Meghan asks when he was going to tell her about it - if he was hoping she'd just go blind and not notice that there was no furniture in the apartment. Sean says he was embarrassed and he knew she'd make him feel bad. Meghan says it's $50,000 - he should feel bad.

Felicity is one of the few students who did well on the organic chemistry quiz. She got an "A" while Ben got an "F." After class Felicity tells Ben that she went to the registrar's office and they won't let her out of Professor Hodge's class. Ben says it doesn't matter anyway - he's dropping pre-med.

Noel returns to the loft and finds a package outside the door. It's a copy of Hanna's cd. Sean looks at her photo on the cd and says he forgot how cute she was. He tells Noel he called Julie and had an amazing conversation. She's coming to visit next weekend. Sean says this is his time - he should be out there exploring - he has the rest of his life to be tied down. Noel says Felicity has been acting a little strange lately. Sean comments that everything has been a little strange lately. Noel says if someone had told him two weeks ago that he'd have the chance to be with Felicity or Hanna, he wouldn't have believed it. Sean tells Noel he's going to seize the opportunity with Julie because his experience has been that this kind of thing doesn't last.

Felicity tells Ben that she knows he doesn't believe her, but he can get an "A" in the class. She tells him she can't tell him how sure, she's so sure. She tells him she knows he can do it. She tells him she could help him if he ever wants to study. Ben says he doesn't think that's such a good idea.

Felicity walks in Noel's room. He's listening to Hanna's cd and working on her website. Felicity asks if he bought her cd. Noel explains that he wasn't there when she brought if over for him, so she left it outside the door. Felicity is surprised to see him working on Hanna's website. Noel says he had a few good ideas and he's not spending that much time on it - it's good practice. He tells Felicity he's a little confused. Felicity asks, "What are you confused about? Are you going back to Hanna? 'Cause God, this can't be happening!" Noel tells Felicity to calm down. She says she thinks she's pretty calm considering. Noel reminds her that they spent the summer together and it was incredible - they just clicked. Felicity says she knows - they've always clicked - that's why they're together. Noel says ever since that night on the roof everything's been different. He says he doesn't even know who she is anymore. He says everything's been weird - like the way they got together. The way she's been acting - like she's in a race - like her head's about to explode - it's freaky. Felicity tells him she will stop freaking him out. He tells her that the way she said that still freaked him out. Felicity asks if he wants to slow things down because she can do that. Noel says, "Yes, slow down." Felicity says she will do that. She smiles at him. He tells her she's still freaking him out. Felicity promises to stop.

Felicity tells Meghan she can't believe she's come this far and all she's doing is freaking Noel out. Meghan asks what did she expect with the time traveling. Felicity complains that he wants to slow things down. Meghan says she should go over to Hanna's place right now and just kick her ass. Felicity says she's not going to kick anybody's ass. Meghan says just think about how good it would feel - a good old-fashioned ass-kicking. Felicity tells Meghan Hanna is in amazing shape. Meghan says Felicity should just go over to Hanna's place and give her a little piece of her mind - tell her to back off of her man. Felicity takes Meghan's advice. She pretends to go for a piano lesson then confesses that she just wanted to talk to her about Noel. Felicity says that she really wants to give their relationship a chance. She's been through a lot to be with Noel. Guys tend to get confused when ex-girlfriends reappear. She says she doesn't want that to happen to know. Hanna asks if he's confused. Felicity says he isn't - she doesn't want him to get confused. Felicity says she just doesn't know how much time she has. Hanna asks if she's sick. Felicity says she isn't sick - she just really wants to be with Noel. Hanna says that if she and Noel are together, she doesn't want to get between them.

Elena apologizes to Javier for being so harsh. She explains that she'd received bad news in a letter from Tracey. He went to Zambia on a church mission. She was upset and took it out on him. She asks if he wants to try it again. Javier says he's not going to make it as an actor. He can't sing, he can't dance, he has an accent - Some people say� Elena tells him he can't just give up. That was just one criticism. She tells him he has to be able to take a lot more that that to make it in this life. It's his dream - he has to follow it. He asks her if she can take over for him at Dean & Deluca while he goes to the audition.

Sean returns home to find that Meghan has paid to get his furniture back. Sean's upset and tells her he can't accept it. She says he can pay him back - she knows where he lives. He says he doesn't want to have to pay her back. She tells him this is a rare event - he should take advantage. He says he doesn't want to take advantage and he can't accept her money. She asks him to give her one good reason why. He can't.

Noel asks Felicity if she's dying. He tells her Hanna thinks she has some terminal illness or something. Felicity assures him that she's fine. He says when Hanna told him that, everything seemed to make since. Felicity says she's not sick. Noel says Hanna told him that she told her not to see him. Felicity says Hanna told her she understood. Noel says he doesn't understand. He asks, "What did you think you were doing?" Felicity says she just wanted to give them a chance - to be together - to see if this works. They've only had a week together and then Hanna shows up. Noel says they've only had a week because the week before that she was in love with Ben - and the 3 years before that. He asks if she realizes how many times he's waited for her to decide who she wants to be with. Felicity says she made a mistake and she's sorry. She asks what she was supposed to do - she didn't want to just stand by and let it happen. Noel tells her she's supposed to wait just like he waited. Felicity says he wants to be with Hanna. Noel says he doesn't know.

Ben stops by and reminds Felicity that she said she'd help him. He asks if she's changed her mind. Felicity says she hasn't. She invites Ben inside. He tells her he was thinking they could just go to the lab.

Sean gives Meghan a check for $50,000. She asks where he got the money. She asks if he sold his organs. Sean says Noel loaned it to him. It was part of the marriage settlement with Natalie. Meghan doesn't understand how he can accept money from Noel and not his own girlfriend. Sean tells her he called Julie. He tells her that they argue all of the time - he's not blaming her. It's not her fault or his. He says Julie understands him. He says he has no idea what's going to happen. He says he's sorry. He didn't want to hurt her - it's the last thing he wanted to do. Meghan says she's not the one who's gonna get hurt. She tells him he is.

Felicity and Ben go over molecular bonds - how opposites attract. He tells her she seemed kind of sad earlier. He asks if she and Noel are ok. Felicity says they're fine. Ben can tell she doesn't really want to talk about it. Felicity tells him he doesn't want to hear it - they'd probably end up there all night. Ben tells her it's ok. Felicity tells him they can move on to a different chemistry topic if he's ready. Ben says he's not ready. He leans in to kiss her. Felicity kisses Ben for a while, but then asks, "What am I doing? I came here for Noel." She tells Ben she's sorry. Ben grabs his jacket and leaves.

Noel apologizes to Hanna for Felicity coming to her apartment. He tells Hanna they got into a huge fight over it. Hanna says she hopes she didn't make things worse. He said he wanted some time to figure things out - to figure out what he wants. He shows Hanna the website he created for her. She tells him she can't believe he did it in one day. She tells him he's amazing. He tells her he was inspired. She asks by what. Noel kisses her. They make out and move to Hanna's bed. Noel stops and tells her he can't. He tells her he's sorry, he needs to give this thing with Felicity a chance. He asks if she's ok. Hanna says she's just disappointed.

Noel calls Felicity. He asks what she's doing. Felicity says, "Nothing." Noel says, "Me too." Felicity asks if he had a nice night. Noel says he didn't. Felicity says she didn't either. Noel tells Felicity all he could think about was her. Felicity says, "Yeah, me too." There's a knock at the door. Felicity tells Noel to hold on for a second. She answers the door. It's Noel with his cell phone. He tells her he's on hold. Felicity smiles. He comes inside, grabs Felicity and kisses her.