Greg dumps Felicity because she is still hung up on Ben. Felicity convinces Meghan to take Julie, Elena and her out to a club to distract them from their problems with men. They all have a great time. Javier plans to propose to Samuel, and enlists Ben's help in picking out an engagement ring. Javier brings Ben to the club and forces Felicity and him to talk things over. Meghan interrupts the conversation and takes Felicity to a friend's market. When Greg enters the store, Meghan approaches and explains the reason for her crush on him. He was her first love in elementary school, as they were ""married"" in a sandbox in first grade. After Greg declines to date her, Meghan asks Felicity to return her earlier favor by taking her out somewhere. They agree that they can survive without men. The conversation prompts Felicity to leave Ben a drunken message in which she suggests that they cease all contact. The next morning, she has a change of heart and decides that she is now strong enough to h

Felicity is able to graduate because Professor Carnes fails her on the paper, but lets her pass the class. Ben asks Felicity to marry him, and she accepts. Ben receives a call in the middle of the night and learns that Lauren has gone into labor in Philadelphia. He catches a train and is present at the birth of his son, Andrew. Felicity's parents come to town for graduation. Her father rags on her for deciding to live with Ben in New York, and accuses her of always following Ben. Felicity angrily announces her engagement. Ben returns and admits that it was very difficult to leave his son. Lauren is still planning to move to Arizona, and he wants to follow. Felicity is still uncertain about joining him. Richard inadvertently blabs about Ben's child and the Arizona move to Felicity's father. Dr. Porter confronts Ben and expresses disapproval about the engagement (among other things). Felicity refuses to move to Arizona because she thinks that she should be more independent.

Felicity turns down the internship so that she can spend the summer with Ben. Dr. Pavone warns that she may be passing up a once-in-a-lifetime opportunity. Felicity reveals that her parents may get back together. Felicity and Ben have a misunderstanding as she reconsiders her decision. Ben doesn't think Felicity wants to spend time with him, while she feels that he is pushing her away. Felicity tells Professor Morton that she wants the internship, but she has already offered it to a grad student. Javier and Samuel prepare for their wedding. ""Best man"" Felicity makes thinly veiled references to Ben in her rehearsal dinner toast, leading to an argument. They go into Ben's room and have sex. Before the wedding, Felicity learns that the internship is available after all. She takes the position, and she and Ben vow to make their relationship work. They declare their love before he leaves for Palo Alto. Javier's cousin Natalie, an attractive girl with a major attitude, comes to town for the

As the summer comes to an end, Felicity's father begins nagging her about her future. She hopes to prove that she has a future in her major by gaining admission to the honors art program. Ben returns from the EMT training session and announces that he wants to become a doctor. He signs up for a heavy course-load, and realizes that he will have to stay in school a fifth year to finish his pre-med requirements. Felicity is put off by Ben's sudden sense of purpose, as she expected him to be just as aimless as she is. She begins turning to the jobless Noel for support. Felicity's father comes to town and accuses her of wasting her college years. She becomes furious at his interference and decides to pay for her final year of college herself. She immediately files papers to declare her independence. Felicity shows up late for work while dealing with her crisis, forcing Ben to cover for her. He then arrives late to his first organic chemistry lecture, where the professor locks him

Ben refuses to talk to Felicity, and will only go near her to retrieve his belongings. Felicity drops by the loft in the middle of the night to leave him a note. Ben's mother flies in to visit his dad. She announces that Mr. Covington has shown enough improvement to be placed on the transplant list again. Ben is stunned to learn that his parents are getting back together. He is not angry, but worries that his father will continue to hurt his mother. Meghan comforts a devastated Felicity, and assures her that she and Ben belong together. Meghan lashes out at Ben for not even listening to Felicity's apology. Sean takes Meghan's support of Felicity as a sign that she has no problem with cheating, but she reminds Sean that the situation has nothing to do with their marriage. Ben meets Felicity at a restaurant, but becomes uncomfortable as she tries to explain what happened with Noel. He runs out. He tells Sean that he wants to forgive Felicity, but just can't bring himself to do

Felicity and Ben try to avoid one another until the end of finals, but cannot keep their hands off each other. They plan to spend the summer together in Palo Alto, where Ben has taken a construction job to pay for his tuition. Felicity's art history professor mentions the possibility of an internship at a museum, provided that she performs well on the final. Ben rents a hotel room to unwind after completing his finals. Felicity joins him, although she has yet to take her art history exam. They lose track of time while making out naked, and Felicity misses her final. Ben secretly tracks down the professor and takes responsibility for Felicity's absence. Professor Morton agrees to give Felicity one day to complete a take-home essay. Ben helps her complete the paper overnight; she gets an A and is offered the internship. Julie agrees to a date with Sean, who begins obsessing over every detail. Ruby reveals that Wade has asked her to marry him, and plans to accept for the good of her child

Ben focuses all of his attention on studying as he prepares for his organic chemistry final. Felicity decides to follow his example and devote more time to her artwork. She seeks advice from Professor Cavallo on how to improve her work, and spends more time at the studio. Noel grudgingly takes his medication and continues to see a therapist. He considers starting his own graphics company. Felicity asks for Noel's advice about her art project. Noel decides to follow his therapist's recommendation and spend less time with Felicity. Ben grows angry with Trevor for inviting Elena to their study sessions, as they goof off all of the time. Felicity is working in the studio when the building catches on fire. She is unaware of this because the alarms do not sound, and becomes trapped. Noel extinguishes the flames near the door and pulls her outside. Ben and Trevor apologize for their argument and go to see Professor Hodges. They learn that Trevor passed the exam, while Ben scored 9

Felicity counsels an advisee, who is using tips from a magazine article to win the affections of her aloof boyfriend. Ben worries Felicity with his peculiar behavior. He finally reveals that he listened to her tape and cannot deal with the idea that she might love him. Felicity consults the magazine article and tries to get him back. She agrees to be less intense, but suddenly breaks up with Ben because she feels that he expects her to be someone else. She deals with her pain by getting a very short hair cut. Julie throws a big party (with cover charge) at the loft. Elena tries to help Noel get a girl's phone number.

Felicity hears a rumor that Julie has written and performed a vicious song about her. They end up stuck in the same car for several hours after the subway breaks down. The other passengers overhear their sniping and get involved in their argument. An older man forces them to realize that they were never really as good friends as they believed. Noel and Ruby begin dating. Sean invents a condiment called ""smoothaise"" that he believes will make him rich. Ben meets a pushy caterer.

Meghan tells Felicity that she has concocted a spell to reunite her with Ben. Sean wins a free turkey, but the gang must hold Thanksgiving dinner at Felicity's apartment because Sean has broken the oven. Meghan tries to coax Ben into coming to dinner, but he backs out after Sean explains the circumstances. Ben and Lauren visit Mr. Covington, who has shown tremendous improvement. Lauren convinces Ben to take her to the dinner because she doesn't want to spend Thanksgiving alone. Everyone is shocked to find that Ben has brought a date, although Felicity tries to act as though it doesn't bother her. Javier suggests that he is trying to get back at Felicity for cheating on him, but Ben denies this. Meghan behaves rudely toward Lauren and gets into an argument with Ben. Felicity tries to defend Ben, but he snaps that their relationship was a waste of time. He feels guilty about saying this and leaves. He later returns to apologize, and he and Felicity sleep together. He immediate

Ben questions Felicity's relationship with Noel and confidently predicts that she will soon try to win back Ben. Felicity and Noel decide to get an apartment together. Sean gets very excited about Julie's impending visit, and makes a lot of plans. He gives Ben the impression that Julie came to town specifically to see Sean. Ben learns that Julie is actually in town for an audition, and warns her of Sean's intentions. Sean is crushed to realize that Julie still doesn't have feelings for him. Julie makes a move on Ben. Felicity insists that she has no problem with this, while Sean is outraged. Felicity accuses Ben of using Julie to make her jealous. She tries to ""protect"" Julie by agreeing to a double date. Ben upsets Felicity at the restaurant by mentioning the brief time they lived together and the girl who used their bathtub. He laughs about the fact that Felicity was always worried that he would cheat, and ended up cheating on him. Sean runs into a devastated Meghan at a

Felicity and Ben are ordered to attend sessions with a counselor, who will help determine their punishment. Ben doesn't show up because he thinks the whole thing is stupid. Felicity gets caught in the middle of her parents' bickering when her mother comes for a visit. She learns that her mother married so young because she was pregnant with Felicity. Felicity blames herself for forcing her mother to give up all her dreams. She seriously considers Ben's suggestion that they chuck everything and take a trip to Vienna. Noel struggles to make up with Ruby after an argument. She reveals the real reason that she is upset: she may be pregnant. Elena gets a ""sexy new lab partner."" She fears that he will distract her from her studies.

Felicity feels extremely guilty after having sex with Noel. She seeks Dr. Pavone's advice on whether she should tell Ben. Dr. Pavone theorizes that she wants to have both guys. Felicity hears an answering machine message for Ben in which a girl talks about ""their"" motel room. She confronts Ben, who explains that the girl was a study partner from the EMT training who tried to make a pass at him. He reminds Felicity that he already told her about the incident. He realizes that something is wrong, and tries to console Felicity about her uncertain future. Although he offers his support, she dumps him again. Richard discovers the truth about Felicity and Noel. Elena and Tracy ask Felicity to perform their wedding ceremony. Elena is perplexed when Tracy suddenly seems interested in sleeping together before the wedding. Sean, still fuming over Meghan's inclusion of Tracy on her ""list,"" bets that she could not even get a kiss for him. She tries and fails, leading to a confrontation

Ben learns that his father is being hospitalized with liver failure. He reluctantly goes to the hospital and meets Lauren, a friend of Mr. Covington's from A.A. She tells Ben that his father does not have long to live. Mr. Covington gives Ben power of attorney, and declares that he does not want to be hooked up to machines. He also insists that he will not take any pain medication because he has been sober for 67 days and does not want to use drugs of any kind. Ben postpones a ski trip that he and Felicity had planned for her birthday after his father's condition worsens. Ben is surprised to learn that Mr. Covington was very helpful to Lauren when he served as her sponsor. She says that his dad talks about Ben all the time. Ben goes against his father's wishes and puts him on a ventilator because there is a slim chance that he could regain enough strength to undergo a transplant. Felicity suspects that Professor Cavallo is coming on to her. He denies this, but she grows uneas

Ben decides that he wants to play an active role in his child's life. Lauren is pleased; but has already made arrangements to move to Arizona to be near her parents. Ben talks to Professor Hodges about the possibility of transferring to the University of Arizona. Adam's design wins the contest, and Felicity accepts an offer to stay in New York and help with his project. Hodges tells Ben that the deadline for admission has passed, but his friend can pull some strings and get him accepted. He must make his final decision in the next day. Felicity is upset that Ben failed to tell her about his possible move. She tells Adam that she may have to turn down the job. Trevor convinces Ben that Noel is still trying to make a move on Felicity. A tearful Felicity confides in Noel about Ben's situation. Ben catches them in an embrace and becomes angry. He says that he wouldn't have slept with Lauren if Felicity hadn't cheated on him. They break up, and Felicity accepts the job with Adam

Felicity becomes distant and withdrawn after Elena dies in a car accident. She pulls away from Ben. On the day that she receives an invitation to Noel and Zoe's wedding, she catches Ben kissing a Claire, the couple's friend and study partner. She breaks up with him and calls Meghan, who urges her to come to New York immediately. Ben later arrives for the wedding and apologizes, but admits that he was seeing Claire for a month. Felicity tells Meghan that she wishes she had gotten together with Noel. Meghan casts a spell that sends Felicity back in time to the night that she slept with Noel. This time, she quickly confesses to Ben. He wants to forgive her and move on, but she turns him down because she is hurt by what he did to her in the future. Felicity approaches Noel and says that she wants a relationship. He initially becomes confused and pushes her away, much to her surprise. However, he later says that he wants to be with her, and is just afraid that she will reject him

Felicity tries to convince Noel that she wants to be with him. She finally tells him that she travelled through time for him. He becomes very worried about her mental health. Felicity again asks Meghan to undo the time travel spell. Meghan is still skeptical, but gives her a book. Ben decides to leave school and travel across the country with Julie. Noel shares his concerns about Felicity with Ben. Ben finds Felicity working on a spell. She confirms that she is a time traveller, and tries to prove it by telling him about his father's illness and Lauren. Ben and Noel determine that Felicity may be experiencing psychosis. She agrees to see a doctor, who places her in a psychiatric ward for observation. Felicity meets Zoe in the hospital. After she is able to provide details about Zoe's life without having previously met her, Felicity realizes that she is not crazy. She calls Ben, who still doesn't believe her. However, he then receives a call from Lauren about his father.

Felicity returns to school to discover that one of the dorms has been shut down. Due to the lack of rooms, she must share resident advisor duties. Much to her horror, her roommate and co-resident advisor turns out to be Meghan. Elena and Noel decide to share an apartment. Felicity deals with the consequences of her decision to drive across the country with Ben. Although Ben spent much of the summer away in Mexico, he and Felicity are now a couple. Still extremely bitter, Noel and Julie lash out at them. Julie, also a victim of the housing shortage, moves into the loft with Sean and Ben. Ben assures Felicity that he is completely over Julie. Sean insists that Ben isn't ready for a relationship with Felicity, and continually pressures him to break up with her. Ben listens to one of Felicity's tapes to Sally. He is disconcerted to hear Felicity say that she might be in love with him.

Ben waits outside the cabin for several hours until he can talk to Felicity alone. She refuses to hear him out and slams the door in his face, declaring that she no longer wants him in her life. Felicity becomes distracted, so she and Greg have to cut their weekend short. Tracy and a friend volunteer to remove the wallpaper from Elena's apartment and finish painting so that she won't lose the security deposit. They inadvertently use toxic chemicals, so Noel and Elena have to stay at the loft until the damage can be repaired. A pipe bursts in Felicity and Meghan's room, forcing the students to sleep in the cafeteria. Felicity, Meghan and Ruby end up moving into the loft. At Javier's urging, Felicity decides to forgive Ben. Meghan convinces Ben that Felicity still has feelings for him. He crashes her date with Greg and pleads for another chance. Felicity insists that Ben doesn't sincerely want to be in a relationship with her. Greg punches out Ben. Felicity races to Ben's aid, but then l

Felicity rearranges her work schedule to avoid Ben. While looking over the course catalog with freshman advisee Ruby, Felicity laments the fact that she is no longer able to pursue her interest in art. She impulsively drops her pre-med courses and signs up for drawing. Felicity winds up in the same class as Noel, who continues to hate her guts. He accuses her of ruining his chances of hooking up with a classmate, unaware that the woman's lack of interest stems from the fact that she is gay. Ruby turns to Noel for advice about a computer problem. He snaps at her because of her association with Felicity, but they later find that they have a lot in common. Noel defends Felicity when the professor and other students harshly criticize her work. Although discouraged by the experience, Felicity decides not to leave the class. Ben and Sean interview new roommates as Julie prepares to move out. When her new place falls through, they ask her to stay.

A mono epidemic hits the campus. After Meghan gets sick, Felicity tries to avoid the bug by staying with Elena and Noel. Felicity frets about the fact that David has yet to kiss her. Noel accidentally says Felicity's name while kissing Ruby. Ruby is furious to discover that Noel and Felicity hadn't told her the truth about their past relationship. A stranger offers Ruby a business card, claiming to be a movie producer. She follows up on the lead and ends up getting a major role in a Tom Cruise movie. Ruby sleeps with Noel before departing for several weeks. Ben finds out that Maggie is married.

A panicked Noel distances himself from Ruby. Ben enrolls in Noel's philosophy section, at Dr. Pavone's urging. Ben tells Noel that he got a girl pregnant in high school, but didn't come through when she needed him. He urges Noel not to do anything that he will regret. Noel decides to take an active role in his child's life. The ultrasound reveals that Ruby is eight weeks pregnant; Noel realizes that he could not have been the father. Ruby confesses that she slept with a producer while she was away in Los Angeles working on the movie. She reminds Noel that they were not really a couple at the time, and pleads with him to give her another chance. Elena holds a party to re-paint the apartment. Everyone loudly discusses Noel's situation while he is trying to rest in his bedroom. Julie confides in Sean about the date rape, and admits that she never fully recovered. He advises her to seek counseling. Felicity tries to get Greg to be as understanding around the staff as he is with his patien

Sean, with help from Richard, resumes his documentary film project. The duo annoys Felicity and Ben by hounding them as they complete their community service. Felicity takes a paid job as Greg's assistant. She is furious to discover that Greg helped her get the job because he is attracted to her; a more deserving colleague was passed over, and must now leave the clinic. Felicity quits, but Greg persuades her to return. She takes a volunteer position. While working in the records office, Ben snoops in Greg's file and discovers that he was busted for cocaine possession. Noel convinces him to keep the information under wraps for the time being. After Sean and Richard show him footage of Felicity and Greg on a date, Ben goes to the clinic and threatens Greg. Greg shares the truth with Felicity and assures her that he has been clean for years. Felicity angrily confronts Ben, who points out that she read his file a year earlier. She attributes her behavior to the fact that she was in love wi

Sean follows Ben and Felicity with his camera and pesters them to admit their attraction. Greg asks Felicity to manage his campaign for student council president. Felicity is alarmed to discover that she disagrees with Greg's position on virtually every issue. She finds that her views are more in line with her friend Leila's campaign. After Leila's fear of public speaking leaves her ill, Felicity reads her speech to the students. Leila drops out of the race, but urges Felicity to run in her place. Hoping to show Felicity that he has some direction, Ben takes an internship on Wall Street. He spends all of his time babysitting a broker's visiting son. They bond while playing basketball, but the boy hurts his finger. Ben comforts the child as Greg tends to the injury, and Felicity is very impressed. Felicity, with encouragement from Ben, decides to run for student council president. Greg throws a fit and breaks their date to the Sadie Hawkins dance. He later shows up and apologizes. Felic

Ben and Felicity get back together. She confesses her fling with Noel to Javier, who promises, ""My lips are like glue sticks."" Felicity learns that she cannot get financial aid because all of the available funds have been distributed. She tries to apply for a scholarship, only to find that it no longer exists. Javier suggests that she enter a beauty pageant, but she is reluctant. Noel receives $50,000 for staying married to Natalie for a year. He doesn't really want anything to do with the money. Felicity turns him down when he offers to help with her tuition. She considers pleading with her father for help, but decides to do things on her own--even if it means entering the pageant. Sean experiences financial problems and faces eviction. Meghan goes against his wishes by arranging to have dinner with their parents. Sean upsets his father by suggesting that he will do something embarrassing. Mr. Blumberg refuses to attend. Meghan gets the event rescheduled as a brunch, and