Felicity walks into Epstein Bar and finds Ben sitting at a table. He smiles and waves to her. Aw, he has no idea what's about to happen. He stands up to give her a hug or kiss, but Felicity blows right by him and sits down. Before Ben can even sit back down, Felicity blurts, "I slept with Noel." Ben stares at her and says, "What?" Felicity repeats, "I slept with him. And you know, I felt guilty about it forever, but the thing is, I don't anymore, because I was upset and I was lonely and I needed someone to be there for me, and he was, and you weren't." Ben doesn't understand. Felicity says that it's all pretty clear. Ben asks why she's doing this. Felicity says, "I'll tell you why: Claire." Ben asks who Claire is. Felicity throws out the name Janet. Ben says that Janet is just a friend. Felicity says that she doesn't even believe that nothing happened at the motel anymore. Ben says that he doesn't even understand half of what she's talking about. Felicity says that she knows he doesn't, but she does. Ben asks when the thing with Noel happened. Felicity admits that it happened last night. Ben looks hurt and asks if she's serious. Felicity is. Ben sadly asks if she wants to be with Noel now. Felicity says she does. Ben looks upset and says that it's kind of crazy. Felicity softens a bit and apologizes, but tells him that it's for the best. Ben doesn't understand how that could be true. Felicity starts to cry and asks herself why she's getting upset, and then yells at Ben that he broke her heart. Ben asks how he broke her heart. Felicity says that he wouldn't understand, and apologizes again. Ben looks disappointed and troubled, and asks if she really wants to break up. Felicity thinks that they should. Ben says that he should probably go then, and gives her one last look before walking away in slow motion. Felicity watches him leave. FVO says, "Sally, I knew this was what I wanted -- that it was the right thing to do. But watching him walk away like that, I just had to keep reminding myself: Claire, Claire, Claire."
Noel is typing away on his laptop in the loft when he hears a knock at the door. He opens the door to find Felicity, who says that she told Ben about them. Noel says that he thought Felicity was going to think about it. Felicity walks past him into the loft and says that she did think about it, and she realized that she had to tell Ben so that she and Noel could have a chance. Noel is confused. Felicity says that she thinks they should try to have a relationship. Noel needs to sit down. He says that Felicity is "going through a lot of stuff right now, and that's understandable." He brings up her future. Felicity quickly says that her future is under control, and that she's going to be pre-med. Noel asks about her art. Felicity tells him to forget art, because now she knows what she wants. Noel swallows and says it's great that she knows what she wants, but that he's still trying to figure out what he wants. Felicity promises that he will, but that they need a chance to be together. Noel points out that, only two days ago, Ben was all that she could talk about. Felicity promises that she's over Ben. Noel has a hard time believing that. Felicity clears her throat and says seriously that she knows, in the past, when she's had to choose between the two men, she's always chosen Ben. But now she realizes that it was a mistake. She tells Noel that being with him feels right, and asks what he thinks. Noel asks carefully if she really wants to do this. Felicity responds, "Don't you?" Noel pauses and then smiles and says yes. Aw. That was the cutest little grin I've ever seen on Scott Foley's face. Noel asks what happens now. Felicity suggests that they start slowly by going to dinner that night. Noel agrees, and then says that they can't, due to Elena and Tracy's rehearsal dinner. Noel suggests that they go get coffee beforehand. Felicity grins and agrees. She stands up to leave, and Noel awkwardly kisses her on the cheek. Felicity kind of nods, like, "Okay. Taken care of." She leaves. Noel looks around as if he can't quite believe what just happened.