After the break, Felicity and Ben are still standing there. Finally, Felicity turns and looks at Ben. She asks whether he wants her to go. Ben tells her to do whatever she wants. She starts to leave. Ben tells her to wait. She stops. He says that he shouldn't have said what he said. She waits some more. Ben admits that what happened with him and Lauren wasn't Felicity's fault. It was his fault. He was angry and hurt. Felicity takes a deep breath and sets down her bag. She walks over to Ben and says he has to know that there is nothing going on between her and Noel. She made a horrible mistake and it will never happen again. Ben says that he knows. Felicity asks if he really does. Ben does. Felicity asks why he got so angry. Ben sighs and says that things are so crazy right now, and he feels like he's drowning and pulling her down with him. Ben adds, "The thing is, I...sometimes I think you should be with somebody else. Sometimes I think you should be with Noel." Felicity softens and says, "Ben, I want to be with you." Ben looks up, like he can't quite believe it. He says that he wants to be with her, too. They hug.
Later, Felicity and Ben sit facing each other, talking. Ben asks Felicity if she would come to Arizona with him. Felicity sighs and says that she's been thinking about it, too. She says, "I just can't do that. I just feel like I need to find my own direction. I need to find out what my life is. And I want to find that with you." Ben smiles and says that there has to be some way they can do this. Neither of them offers up any suggestions, though. ["Long-distance relationship? Hello? People do that all the time, and often they work out!" -- Wing Chun]
Sean and Noel stand in some woman's office discussing whether or not something on the screen is hideous. Zoe walks in and asks to talk to Noel. Sean says he needs to go to the kitchen anyway. Noel follows Zoe into an office and closes the door. He asks what's up. Zoe says that she wants to tell him the truth, which is that her father doesn't hate Noel. Her father is just protective. Noel says that he's not going to do anything to her. Zoe says it has nothing to do with him; it's her. She's "been going through a really hard time for about three years." Noel asks what happened. Zoe thinks it will sound stupid, but admits that she fell in love with someone who was in love with someone else. Noel can't help smiling. Zoe thinks that it's stupid, but Noel says that's not what he was thinking. Zoe says she got really depressed and ended up in the hospital. She's fine now, but that's why her father is worried about her. Noel is all backlit and you can really see the hair sticking out. I'm sorry that I'm obsessed with this. Noel says that Zoe should have told him. Zoe thought that if she did, he wouldn't want to see her anymore. Noel asks why she would think that. Zoe says that it's embarrassing. Noel says he knows more about this than she thinks. They kiss. Pauline bursts into the room and interrupts the kiss, then backs out, apologizing. Zoe suggests that they go and tell her dad, but first they hug. That whole "Zoe paralleling Noel's life" thing was kind of dumb.