Felicity returns home, only to find Noel waiting for her in the hallway. He informs her that their story is that they didn't see each other the other night, except when he came down from the roof in the elevator while Ben was there. They enter Felicity's apartment, and Felicity calls out to see if anyone is home. No one answers. Felicity peels off her turtleneck, and then asks Noel whether he knows about Janet. Should she really be removing layers of clothing around Noel, when they already know that they have trouble keeping their hands off each other? That seems like asking for trouble. Noel doesn't know anything about Janet, so Felicity explains about the message she heard. Felicity is "furious, even though [she knows she] has no right to be." Felicity stops herself and realizes that she can't talk about it with Noel. He tries to start a metaphor, and Felicity stops him, asking whether he knows how complicated this is. Noel assures her that if she wants to tell Ben, he'll be fine. Felicity sighs and says that maybe she should just tell Ben. I was so sure that someone else was in the apartment at this point, listening in. I was wrong.
There's a knock at the door, and Felicity goes to answer it. Richard walks in, looking for Noel to discuss more about the wedding music. Apparently, Richard has a band. It's not really relevant. Richard explains that he went by John's Pizza and there's no Sandy working there. What is he, a private investigator? Noel should tell him to mind his knitting. Richard asks Felicity what's going on with her neck, and Felicity indignantly explains that it's a rash. Richard isn't buying it, and Noel tells Richard to leave her alone. ["Although it's even more believable now. You know, they're in New York. Maybe she got an internship working for Tom Brokaw." -- Wing Chun] Richard puts two and two together and realizes that Felicity is Sandy. Noel and Felicity angrily deny it, and Richard asks whether Ben knows about it yet. Richard feels sorry for Ben, then changes his mind and feels sorry for Noel, since Ben will kick Noel's ass. Felicity tells Richard he is unbelievable. Richard's response is, "Don't do the crime if you can't do the time." Felicity tells Richard to get a life and stomps off.
Felicity and Ben sit at a table in a restaurant. Ben says that he has something to say,and he doesn't know whether Felicity will like it. Felicity interrupts to ask if she may go first, and Ben agrees. Felicity explains about the message she heard from Janet. Ben starts to explain, and Felicity says that he doesn't have to, and I'm sure she's thinking that it will give her an easy out. Ben says that he's going to explain, because he already told Felicity about Janet. She was another girl in the program, and one night they all got motel rooms to study, and Janet was "acting a little funny and [Ben] cut her off," saying that he has a girlfriend that he loves. Felicity's look is both "Wow, Ben is amazing," and "Oh, shit, that means I'm not off the hook at all." Ben says that their "whole thing" is not about Janet, because things were weird long before Felicity heard the message. Felicity says she knows. Ben says that he thinks they have switched places in a way, because now Ben has a direction, and Felicity is confused about what she wants to do. Ben explains that he thinks Felicity feels alone, and that's what is making her withdraw. How incredibly sweet is it that Ben took all this time to figure out what Felicity was thinking and feeling? Ben explains that he's been busy with "this whole pre-med thing," and that he accepts some of the blame. Ben asks if he's right. Felicity has tears in her eyes as she agrees. Ben asks what he can do to help. Felicity says that she's "kind of confused right now." Ben asks what he can do. Felicity kicks it promo-style, saying that she thinks they need to spend some time apart.