Elena models her outfit for Blair, who tells her that his gift is not a skirt. It's for her hair. Elena is appalled that she's wearing a headband for a skirt. Blair wonders why she didn't just ask him, and Elena says that she didn't want to hurt his feelings, and that "now [she's] standing in the cafeteria, wearing a headband around [her] ass." Elena walks away, clearly humiliated. Blair calls after her that not many people could pull that off.
Felicity enters the only classroom she ever has class in, to find Julie sitting there alone. Felicity enters and says that Knoll told her about Julie and Ben. Julie apologizes and says that she should have been the one to tell Felicity, but that she thought Felicity would....Felicity finishes the sentence: "Freak out? Well, I'm not going to." Julie looks relieved. Felicity says that she's been holding onto her crush for so long that she was scared to let go of it, because if she did, it would not only mean admitting that she and Ben would never get together (hee!), but it would also put everything into question. Felicity adds that it was like, without that possibility, she had nothing. Julie says that's "so not true," and Felicity agrees that she has tons of things in her life, and that it's time to start enjoying some of them. Felicity concludes that liking someone is supposed to make your life better, not worse. Julie giggles and agrees. Ben walks in, and Felicity comments that they were just talking about him behind his back. Ben asks how badly he did. Felicity smiles at him, and then offers her seat so that Julie can fill Ben in on the girls' conversation. Ben doesn't want to take it, but Felicity says that she has something to do and asks Julie to take notes for her. Ben sits down next to Julie. At the door, Felicity turns back and smiles at them.
Knoll knocks on Felicity's door. Felicity walks down the hall and sees him. Knoll starts babbling, as they walk into Felicity's room, that he wanted to apologize for overreacting, but that he realized that sex is a big deal, so that it has to be for the right reasons. Knoll thinks that the right reasons are that Felicity wants to do it with him, not just because everyone else is doing it. Knoll thinks doing it would be a mistake. Felicity agrees. Knoll seems disappointed. Felicity says that she just wanted to get sex over with to feel like she was part of the human race. Knoll can't believe that he just talked himself out of having sex with her. Felicity agrees that she's saying no. Knoll wonders, "To me, or to sex?" Felicity says that she's not saying no to him, and that she wants to be with him. Knoll thinks that's good, and says he understands about Ben. Knoll compares Ben to a bad habit that's hard to get rid of, but he thinks that he can help Felicity get over it. Good luck with that, Knoll. Felicity smiles at him, and reveals that Knoll is her first boyfriend. Knoll reaches down and kisses her. They continue kissing on Felicity's bed.