Cavallo sorts through Felicity's paintings, as she explains each one to him. How come whenever Cavallo is on-screen, they play jazz? Cavallo compliments one of Felicity's paintings. Felicity realizes that they are good, but not great. Cavallo urges her to keep at it, and walks away. Felicity takes a deep breath, summons up some courage, and tells Cavallo that she wants to try to get into his Honors program again, and asks him to be "honest, brutally honest." Cavallo tells Felicity that she has "no cohesive theme," and that "the work should deal with a singular idea." Felicity tells him that he's right, and thanks him for being so helpful. She asks if she could show him the paintings again when she has a theme, and he says that he'll look forward to it.

Professor Snark is going over what will be on the final exam. Ben diligently takes notes. Trevor is just sitting there, smiling, and not writing anything down. Moments later, the two guys walk out of class. Trevor says that he just wants to pass the test. Ben asks when he wants to get together to study. Trevor says something about Elena, but Ben insists that it should just be him and Trevor, because Elena is a distraction for Trevor. Trevor promises that they will behave, and Ben agrees very seriously that they need to focus. Trevor laughs and asks Ben when he got so uptight. Ben doesn't laugh.

Noel walks out onto the street, holding a bunch of papers, and looking at his watch. Some random guy runs into Noel, knocking all of the papers to the ground. Noel stoops to pick them up, and suddenly Felicity is there, helping. Oh. Felicity has her hair in a braid in the front, which is kind of cute, but kind of Sarah Jessica Parker in Footloose all at the same time. Felicity asks what is on the paper, and Noel insists that they are just ideas. They all say "Noel Crane Graphics." Noel continues to downplay their importance, but admits that he wants to start his own business. Felicity thinks that is great, and then shares that she's trying to get into Cavallo's program again. Noel tells her to try to get Cavallo's input. Felicity says that she already has. Noel offers to help in any way that he can.

Cut to Noel at his therapist's office, complaining that he's "saying yes to questions that she hasn't even asked yet." The therapist asks why that is, and Noel guesses that he wants Felicity to be happy, because that makes him happy. Because they're friends. The therapist reminds Noel that being with Felicity seems to get him off-track. Noel realizes that he needs to stop doing that. I don't know how many sessions these two have planned, but maybe instead of concentrating on Felicity, they should work on Noel's people-pleasing problem in general. Then again, I still don't really care about this storyline in general, so I guess I should be glad they're tying it in to Felicity somehow.