Felicity knocks on the door at the loft, and Ben answers. She awkwardly asks him how things are, and Ben says that Noel is in his room. Felicity chases Ben into the loft and tells him that she knows things are difficult for him in Snark's class, but that she knows that he can do it. Ben doesn't think so. Felicity offers to help him study. No, Elena is supposed to help him study! Ben doesn't think Felicity's helping is a good idea.
Felicity walks into Noel's room. He's listening to Hannah's music and working on her website. I just realized that on the website, Noel spells the name "Hanna," but I'm not going back and changing all of the old recaps now, with three episodes left. ["Even if you wanted to, I wouldn't." -- Wing Chun] Felicity asks what he's doing, and Noel tells her, but looks ashamed. Felicity asks whether Noel bought Hannah's CD, and Noel says that Hannah left it outside the door when he wasn't home. Felicity asks whether Noel is working on the website, and says that she thought he wasn't going to do it. Noel, clearly feeling guilty, comes up with about four reasons why he's working on the website. Felicity looks upset. Noel says that he's a little confused. Felicity tries to talk about it rationally, but she suddenly spits, "Are you going back to Hannah? Because, God, this can't be happening!" Noel tells Felicity to be calm, and points out that this summer, they really clicked. Felicity says that they always have, which is why they're together. Noel says that since that night on the roof, everything has been different, and he doesn't know who she is anymore. Felicity squeals, "What do you mean?" Noel says that everything has been weird -- the way they got together was weird, and the way Felicity's been acting has been weird, too. Felicity asks how she has been acting. Noel says it's like she's in a race, or like she's about to explode, and it's freaky. Felicity: "So, then I'm freaking you out?" Noel: "Yeah. A little. You're freaking me out." Felicity: "Well, then, I'll stop! I'll stop freaking you out." Noel says that her saying that is freaking him out. Felicity stops and considers and then asks if he wants to slow things down, because she can. Noel agrees. Felicity sighs and smiles at Noel, who looks worried. Felicity asks what the problem is. Noel says that she's still freaking him out. Felicity resolutely says that she promises to stop. Noel looks...freaked out. That whole scene was hilarious. I don't think that Scott Foley has the romantic chemistry with Keri Russell that Scott Speedman has, but Foley and Russell definitely work well together.