Noel tires of hearing about Felicity's goings-on with Ben and forbids her to talk about it with him. Julie and Zack's relationship intensifies. Elena reveals she may be leaving school. Julie's date pushes her too far. Felicity tries to mend fences with Ben.

Felicity urges Julie to report the date rape and get counseling, but Julie thinks she caused the incident. Meanwhile, a prospective student visits.

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.

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.

Panicked over a surprise visit from her parents, Meghan entrusts Felicity with the safekeeping of her box. Meanwhile, Julie gets bombshell news about her birth mother.

Noel and Felicity are driven to distraction when Sean, seeking a selling angle for his documentary, latches onto their shattered relationship and pesters them to discuss their feelings on-camera.

Facing temporary suspension because of his unpaid tuition bill and pressure from his bookie over his gambling debts, Ben frantically sorts through his diminishing options.

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.