After Felicity and Ben are held up, he seems especially spooked and calls on her for late-night chats, one of which includes an invitation to a Halloween party.

Felicity returns from winter break and tells Noel she wants to have sex, an endeavor that brings about much scheduling, research and preparation; Julie dreads telling Felicity about her new bond with Ben; and Elena wonders how to use a gift from Blair.

Felicity receives a marriage proposal from a green-card seeking Javier; and Noel gets a visit from his brother (Eddie McClintock), who shocks him with news that he's gay. Also, Ben takes up swimming.

The morning after the fight, Noel confesses he made a "huge mistake" in going off with his ex-girlfriend and begs Felicity for another try at their relationship. Felicity struggles to tell Noel about her own indiscretion.

Felicity suspects one of Meghan's "spells" when finals stress is exacerbated by a series of sudden relationship mishaps, including Noel reconsidering a drive to California with her.

Felicity counsels an advisee, who is using tips from a magazine article to win the affections of her aloof boyfriend. Ben worries Felicity with his peculiar behavior. He finally reveals that he listened to her tape and cannot deal with the idea that she might love him. Felicity consults the magazine article and tries to get him back. She agrees to be less intense, but suddenly breaks up with Ben because she feels that he expects her to be someone else. She deals with her pain by getting a very short hair cut. Julie throws a big party (with cover charge) at the loft. Elena tries to help Noel get a girl's phone number.

Felicity takes in a stray dog, but has trouble finding a place for it to stay. Elena believes that Felicity is using the dog as an excuse to not have sex with David. Lucky is diagnosed with distemper and has to be put to sleep. Felicity sleeps with David. Ben meets Maggie's husband when he comes to Dean & DeLuca to buy food for their anniversary party. Sean continues to fawn over Julie.

Sean follows Ben and Felicity with his camera and pesters them to admit their attraction. Greg asks Felicity to manage his campaign for student council president. Felicity is alarmed to discover that she disagrees with Greg's position on virtually every issue. She finds that her views are more in line with her friend Leila's campaign. After Leila's fear of public speaking leaves her ill, Felicity reads her speech to the students. Leila drops out of the race, but urges Felicity to run in her place. Hoping to show Felicity that he has some direction, Ben takes an internship on Wall Street. He spends all of his time babysitting a broker's visiting son. They bond while playing basketball, but the boy hurts his finger. Ben comforts the child as Greg tends to the injury, and Felicity is very impressed. Felicity, with encouragement from Ben, decides to run for student council president. Greg throws a fit and breaks their date to the Sadie Hawkins dance. He later shows up and apologizes. Felic

Felicity and Ben try to avoid one another until the end of finals, but cannot keep their hands off each other. They plan to spend the summer together in Palo Alto, where Ben has taken a construction job to pay for his tuition. Felicity's art history professor mentions the possibility of an internship at a museum, provided that she performs well on the final. Ben rents a hotel room to unwind after completing his finals. Felicity joins him, although she has yet to take her art history exam. They lose track of time while making out naked, and Felicity misses her final. Ben secretly tracks down the professor and takes responsibility for Felicity's absence. Professor Morton agrees to give Felicity one day to complete a take-home essay. Ben helps her complete the paper overnight; she gets an A and is offered the internship. Julie agrees to a date with Sean, who begins obsessing over every detail. Ruby reveals that Wade has asked her to marry him, and plans to accept for the good of her child