Elena, Ben, and Julie eat lunch together at Dean & Deluca. Julie says that she really likes Carol, even though she thought she would be mad or upset when she saw Carol. Elena clarifies that Julie still hasn't told Carol. Julie says that she hasn't, and that she feels bad about it. Elena thinks that "taking that job without telling [Carol] is wack." Because Elena's black, so she has to say things like "wack." Elena asks Ben if he's tried to talk some sense into Julie. Ben says that he's just trying to be supportive. Julie gives him a kiss. Ben says that they have to go. Julie protests that she's still eating, but Ben insists. Julie looks up to see that Blair has joined them at their table, so Ben and Julie leave. Elena chews her food and ignores Blair, who asks if she will hear him out. Blair says that he wanted things to work out between them, which is why he freaked out when she said she might have to drop out of school. Blair adds that Elena is tough, and that she disappears when she has work to do. Oh, blame Elena because you cheated. Good one. Elena points out that Blair could have talked to her about it before sleeping with one of her friends. Blair says that he didn't sleep with her. Elena says, "Well, you really should. That way, I know you're sleeping with a bitch, and she's not that satisfied." Ooooooooh! Burn!
Felicity walks into Noel's room, where Todd and Noel are giggling over something at the computer. Todd says that he was just showing Noel this webpage, "The Contemptuous Sardonic..." Wow. Now that is a shout-out. Felicity wonders why Todd is hanging out in Noel's room. Noel explains about the computer. Todd and Noel both ask about the McGrath exam, which Felicity says was fine. Todd says that he came to pick Felicity up. Felicity says that she's not ready yet, and Todd promises to wait. Felicity thinks they should just meet there. Felicity gives Noel the stink-eye as she walks out.
In her room, Felicity pulls on a sweater as a knock comes at the door. She makes sure that Noel is alone before she lets him in. He tells her that she looks beautiful, so she immediately changes her outfit, because she wants to look "way below average." She tells Noel to lock the door and then asks when he and Todd became such good friends. Noel says that he was also freaked out at first, but he feels bad for the guy, and he's confident enough in his relationship with Felicity to think it's nice that Felicity is going out with Todd, because most people would blow him off. Felicity says that she tried that, but that she doesn't want to be mean or hurt Todd's feelings; she just wants him to go home. Julie knocks on the door, and Noel lets her in. Felicity reminds him to lock the door. Julie asks if Elena has called, and explains that they were eating at Dean & Deluca on Ben's work break when Blair showed up. Noel is surprised to learn that Ben is working at Dean & Deluca, and Felicity brightly says, "It was Todd's idea." Felicity asks what happened with Elena, and Julie says that she left before anything happened. Julie asks where Felicity is going, and Felicity says she's going out with Todd. Julie says that she likes Todd, and Felicity asks how Julie knows him. Julie says that he came over to Ben's apartment last night and cooked dinner. Julie says that Todd thinks she should definitely send Carol the tape she made. Felicity points out that Julie is taking advice from a guy she barely knows. Julie says that Todd seems really cool. Noel points out that Julie is not his target. Felicity is ready to go. Noel makes sure that there is no way that Felicity is going to fall for him, and Felicity kisses Noel and says she won't.