Felicity and Ben are walking down the street and she's still complaining about the philosophy course and the "giant book" she has to read. Ben commiserates that he hated that book when he took the course. She asks what he got on the final, and he admits to getting a C. Then she starts in about having to come up with twenty ideas for Loser Pet Store. Ben urges her to get out of helping, Knoll but she whines that she doesn't want to because "it's cool." Eventually, she agrees that he's right and that she can't do everything. Omigod, Felicity, take the F!
At Epstein Bar, Knoll is gushing to Felicity and Ben that she is saving his life by working on the project with him. He's envisioned his future he has a successful "home office graphics company." ["Another shout-out. Knoll, you are not and never will be Glark, so give it up." -- Wing Chun] She tries to interrupt, but he drones on that he saw Felicity working with him. She says, "Really?" Ben says, "That's unbelievable." I'm with Ben; I predict that Felicity will outgrow Knoll and his buffoonery before she's finished college. Knoll blah-blahs more, then gets up to get them some drinks. When he's gone, Ben says to Felicity, "Way to lay down the law." She vows to tell Knoll that she can't work with him. Molly, who's now looking only like five miles of rough road, enters the bar and comes to their table. She apologizes for the way she acted earlier and Felicity invites her to sit down. Molly tells them that she won't because she's there to meet James. She adds that it's not that she doesn't "appreciate what [they're] trying to do," it's just that she can't walk away from James very easily. Felicity reminds her to take care of herself. James walks in and demands, "What are you doing? Just hanging out with your friends who kicked you out of the apartment?" You can barely see the strings on Molly's arms and legs. Molly tries to get him to leave, but James is trying to work a tough 'tude and menaces Ben and Felicity. When Knoll comes back with a pitcher of beer and asks, "What's going on?" James starts in on him. Ben tells James to drop it, but Gepetto says that Molly doesn't need any of them. Molly apologizes, and Gepetto orders her not to apologize for him. She starts to make her way to the door. James warns them to "stay away from her, don't even talk to her." Ben and Felicity don't look like they're buying his tough-guy schtick.
Felicity opens the door to Ben's bedroom, with Knoll on her heels. He's still blabbering about Loserville until he realizes that Ben is probably trying to sleep. Felicity creeps into bed and Ben says hello. She says that she didn't want to wake him up, but then she turns on the light by her side of the bed. He guesses that she hasn't told Knoll that she wants out of Loserville, and she admits that she hasn't. Ben says that she can't work with Knoll all hours of the night and then start studying for the exam. Felicity whines that she wants to do both things and Ben wishes her luck. They kiss and he rolls over to sleep while she starts reading her book.