Ben walks into Felicity's room. Felicity says that she knows he's angry, but she doesn't know how many more times she can apologize. Ben says, "Okay, fine. You're sorry." Felicity says that obviously it's not fine, and wonders if he came there tonight to get back at her. Ben asks if she's serious. Felicity asks again if that's the case, and Ben denies it. Felicity says, "Then, why? I mean, if you hate me so much, if being with me was such a waste of your time, then why come?" Ben says that it clearly was a mistake. Felicity stares at Ben, her cheeks flushed with anger and probably embarrassment. Ben walks out. Felicity stares after him, swallowing hard, trying to hold back her tears.

As The Tinkly Piano Of Felicity's Shame plays, Ben walks back into the dining room and grabs Lauren. They put on their coats and leave. Felicity is still standing there, watching.

Back at the loft, Ryan is grabbing a bag to put some strudel in when the phone rings. The answering machine picks up, and Sean has changed the outgoing message to reflect the Schmegan Shirts concept. Ryan listens as Noel leaves a message asking if anyone is there, and asking Ryan specifically to pick up. Ryan does, and says, "You're where?"

Ryan gets some help entering a locked hotel room. He enters the room, with a locksmith and hotel security right behind him, to find Noel, naked and with both hands cuffed to the bedposts. Noel knocks a lamp onto himself to try to cover his naughty bits. How in the hell did he dial the phone if his hands are cuffed to the bedposts like that? The locksmith chuckles and says that if you live long enough, you see it all, and then leaves with the security guy. Ryan walks over and removes the lamp, and then covers Noel with blankets. Ryan asks what happened. Noel says that he doesn't want to know, and Ryan says emphatically, "Yeah. I do. I've been waiting around for you all day." Noel explains that he met a woman at a bar, and returned to the hotel with her, where she robbed him. Ryan asks Noel what is the matter with him. Ryan came to spend Thanksgiving with Noel, and Noel picked up a woman in a bar. Ryan walks out, and Noel looks chastened. Ryan turns the care of Noel over to the locksmith.