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Felicity and Ben are in organic chemistry class. He tells her that she's not over him. Felicity asks what that's supposed to mean. Ben says it seems pretty clear that she still wants him. She tells Ben she's with Noel now. Ben asks if that's why she was all over him a week after she and Noel got together. Ben says she obviously made a mistake - she just can't admit it yet. Felicity denies that she was all over him. She says she was having a confusing time last week. Ben says it must be confusing - trying to fight all these feelings. Felicity says she's not fighting any feelings. Ben says "Ok, denying them - whatever�" He tells her that eventually she's going to want him back and he hopes for her sake that when she does, it's not too late. Felicity gathers her things and tells Ben she's going to go and find another lab partner. Ben says, "Yeah, good luck with that."

Sean's excited about Julie's visit. He's gone grocery shopping. He tells Ben that he's having dinner with Julie tonight and they're going to the botanical gardens tomorrow. He's also planning to take her to a concert. Ben advises Sean to slow down a bit. Sean says Julie's coming all the way down from Woodstock to see him - he wants her to have a good time. Ben asks if Sean's told Julie how he feels about her. Sean says he didn't want to do it over the phone. Ben tells Sean he should keep his hopes realistic - they haven't seen one another in a long time. Meghan stops by to pick up her things. He tells her that he's really sorry - he just has to see where this thing with Julie goes. Meghan says she doesn't care and that she couldn't be more over him. She returns his keys. She says, "Why don't you give them to Julie - not that you two have a chance in hell."

Julie arrives at the loft. Sean has gone out on an errand. Ben greets her with a hug. She asks about Felicity. Ben looks down and says she's ok. Julie asks if he's sure. Ben confesses that he and Felicity have broken up. Julie says she's sorry. Ben tells her it's ok. Ben says it's cool that Julie and Sean have kept in touch. Julie says Sean's a sweetie - he's a good friend. Julie tells Ben that she's in town for an audition for a record label and she thought she'd spend a few days in New York and hang out with everyone. Ben tells her that Sean is really excited to see her - he thought that they might hook up. Julie tells Ben that she told Sean she had an audition. Ben says he must have misunderstood Sean. Julie says she doesn't understand - Sean's with Meghan. Ben tells Julie Sean broke up with Meghan. Julie says, "This is bad - I feel so stupid." She says she'll have to talk to Sean. Julie still can't believe that Ben and Felicity broke up. Ben tells her Felicity is with Noel now. Julie says she remembers the last time Felicity and Noel were together, she and Ben were together too. Ben says he remembers.

Julie's strumming her guitar when Sean returns to the loft with flowers more groceries and tickets to a Tart concert. Julie asks Sean about his breakup with Meghan. He says it was a long time coming. Julie asks if it had anything to do with her. Sean lies and says it didn't. He goes on to tell her that the flowers are for him - he's just a guy who loves flowers. Julie tells him the flowers are beautiful. She says maybe she should stay with Felicity. Sean says she'd probably have more fun there. He tells her to keep the Tart tickets because he can't really use them - he bought them for her and he doesn't even like them. Julie says they can still hang out before she leaves.

Ben asks Felicity how things are going with Noel - if they're still together. Felicity says everything is great - they're still together. Ben says he feels really bad for Noel because it's going to be really hard when she blows him off again. Felicity says she's not going to blow him off. She tells Ben that Noel is great - everything Ben isn't. He's kind, funny and he makes her happy. Ben asks if she told Ben about their "study session." Felicity says she didn't - it didn't mean anything. Ben says it seemed like she was kind of into him. She tells him that kissing him was as about as exciting as kissing her arm. She kisses her arm to demonstrate and says "Actually, that was a thousand times more exciting."

Felicity tells Julie it's so good to see her. Julie can't believe that Felicity still has Meghan as a roommate - by choice. Felicity tells her that Meghan has actually been a really good friend. Felicity asks how it feels to be back in the city. Julie says it feels great. She tells Felicity that she and Ben walked everywhere. She says he talked about her a lot. Felicity tells Julie she's sorry she had to listen to that. Julie says Felicity and Ben were together a long time. Felicity says Ben needs to accept the fact that things are over between them. Julie says Felicity seems pretty clear about that. She says she had so much fun with Ben today. She asks if it would bother Felicity if she and Ben spent more time together. Felicity looks surprised. Julie says from the look on Felicity's face it seems like it would bother her. Felicity denies it and says that things just turned around pretty quickly for them - they broke up kind of suddenly. Julie asks what happened. Felicity tells her that to say it's complicated would be a huge understatement. She says she just decided that Ben isn't the one for her and maybe Noel is. Julie says she thinks Felicity and Noel are great together. Felicity tells Julie she should do whatever makes her happy.

Felicity tells Noel she thinks Julie's kind of into Ben. She's worried that Ben may be using Julie to get back at her. She says she'd hate for Julie to get caught in the middle of something.

Noel's been apartment hunting. He asks if Felicity if she wants to move in with him. Felicity says she does. She says she knows that it's really fast and sudden, but that's what this time is all about. She asks, "Why should they wait?"

Julie invites Ben to the Tart concert. Sean is steaming when he finds out. He tells Ben he didn't waste any time. Ben says he and Julie are just hanging out. Sean says the tickets are his and he wants them back. He tells Ben to get out of the loft. Ben asks if he's kicking him out of the loft. Sean says "yes," then "no" - only because he needs Ben's rent money.

Felicity comes home and finds Meghan crying and eating ice cream. Meghan says Sean's an ass and she was going to dump him anyway. It's senior year and there're millions of guys out there - better guys - thinner guys. Meghan says that starting tonite she's on the prowl.

Julie tells Felicity she and Ben are going out. She asks again if Felicity's ok with it. Felicity says it's fine. Later, Felicity asks Ben what's going on with him and Julie. Ben says he doesn't know what to tell her. He warned her that he wouldn't be around forever. Felicity says she doesn't care about that. She tells Ben he's crazy. Ben says, "Wow, you really can't deal with this, can you?" Felicity says she can deal with it she won't let him use her friend to get back at her. Ben says he never knew she was such a jealous person. Felicity says she's not jealous - she's worried about Julie. Just 2 day he was talking about getting back together with Felicity. Ben says he told her she wanted to get back together with him - not the other way around. Felicity tells Ben he'd better not do anything to hurt Julie. Ben says he won't - he likes Julie. Ben says if she's really worried, she should come out with them tonight. Felicity says she's not going on a date with him and Julie. Ben says if she's really just concerned about Julie it shouldn't be a problem and she can bring Noel. Felicity says Ben is such a jerk, but then agrees to go on the double date.

Meghan hangs out at the bar and turns down guys who try to talk to her. Sean shows up. Meghan asks if he's stalking her now. She asks about Julie. Sean tells her it didn't work out. Meghan asks if she's supposed to feel sorry for him now. Sean says he's sorry - he doesn't know what he was thinking. He says he thinks Julie was just a fantasy. Meghan says Sean's an even bigger idiot than Julie if he thinks that makes her feel better. Sean wants to make it up to Meghan by taking her to the Tart concert. Meghan says Tart blows. Sean says it's better than hanging out in the bar all night. Meghan agrees to go - only because it's free - not because she wants to hang out with him.

Felicity, Noel, Ben and Julie have dinner at an Indian restaurant. Noel asks if Julie's going to move back to the city if she gets the record deal. She says she thinks she will, except she hears it's hard to find a place to live right now. Noel says he just got an apartment. Felicity announces that they're going to be living together. Julie congratulates them. Ben says it's great. He asks Felicity if she remembers their apartment - that didn't work out. Noel says he doesn't even remember them living together. Felicity says that's because it only lasted about a day. Ben asks if she remembers the dancer who lived in the building. Felicity says she doesn't remember. Ben says she took a bath in their bathtub. Ben says Felicity was so jealous - she was so worried that Ben would cheat on her. Ben says it's kind of ironic when you think about how things turned out. Julie looks uncomfortable. Felicity excuses herself from the table. Noel asks Ben what's his problem. Ben says he doesn't have a problem. He gets up and says he'll go talk to Felicity. Ben tells Felicity he shouldn't have said what he said. He asks her to come back to the table. She asks, "Why, so you can torture me some more?" Ben says torture is coming home from a long summer and find out that your roommate slept with your girlfriend. Felicity accuses Ben of using Julie to get back at her. He says he isn't. He asks if that's what she's doing with Noel. Felicity says she's not. Ben asks how this happened - she just turned so fast. Felicity tells Ben he did things that made it easy. Ben asks what he did. Felicity tells him he wouldn't understand. Ben says she's right - he doesn't understand. He returns to the table and she follows. Julie asks if everyone wants to go back to the loft. She says she has some music she'd like to play for them.

Sean tells Meghan he had a really good time with her at the concert. He guesses she did too. Meghan tells him she only came back to the loft hoping to find Ben and Julie shirtless and tangled up on the couch. Sean says he'd be perfectly fine it that happened. He tells her that Julie was a question that he needed answered. He says it was like a quarter-life crisis. Sean says he's finally over her. Meghan asks if he wanted Julie the entire time he was with her. Sean tells her that's not what he meant. They enter the loft and find Felicity, Noel and Ben listening to Julie play her guitar. Ben's spinning a beer bottle on the table. Meghan asks if they're playing musical spin the bottle. Felicity says they aren't. Meghan asks why not. Sean answers, "Because they're not in junior high." Meghan tells Sean not to knock it - this could be his big chance. Sean says he doesn't need a big chance. Meghan says he'd take one if he had one. Meghan spins the bottle and it points to Ben. Ben says he never said he was playing anything. Meghan tells him to relax and enjoy it. She kisses him. Ben spins and it points to Felicity. She covers her face and says, "This isn't happening." Meghan says none of it would be if it wasn't for Felicity's little return trip. In fact, Julie wouldn't even be there. Julie asks what Meghan's talking about. Felicity says, "Nothing." She says she doesn't want to play the stupid game. Ben spins again and it points to Felicity again. She says,"Oh my God, this is a nightmare." Meghan asks what she's afraid of. Felicity says just get it over with. Meghan reminds them that they have to kiss for 5 seconds or it doesn't count. Felicity and Ben press their lips together for the forced kiss. Meghan counts to 5. Julie spins next and it points to Ben. They kiss and seem to enjoy it. Felicity looks bothered. Her reaction upsets Noel. He grabs his jacket and leaves.

Meghan gets ready to leave. Sean doesn't want her to go. He tells her he wants her back. He says he knows that he really loves her. Meghan says, "Who cares. You dumped me for Julie." She says that isn't how you treat someone you love. Sean says he knows he hurt her. Meghan says he didn't hurt him - she just doesn't want him anymore. She leaves.

Noel tells Felicity that he's always wanted to live somewhere with her - ever since he met her. He realized tonight it's not going to happen. He says it's just a fact that he'll never inhabit her the way that Ben does. Felicity tells him it's not true. Noel says whatever Ben did to make her break up with him wasn't enough. He tells her she'll never be over Ben. Felicity tries to reason with Noel. Tears stream down Felicity's face. She says they've barely had any time together. Noel says time isn't going to change this. Felicity says it has to. Noel tells her it doesn't work that way. Noel leaves Felicity's apartment.