Felicity becomes distant and withdrawn after Elena dies in a car accident.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

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 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

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

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.

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 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.

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

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

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

Mr. Covington learns of Lauren's pregnancy and criticizes the absentee father, unaware that it is Ben. When Ben tells him the truth, Mr. Covington tries to convince him to change his mind and be a part of the child's life. He even claims that his despair over Ben's choice has made him want to drink. Ben is furious at his father for manipulating him. Felicity has trouble dealing with the situation and avoids Ben. Ben and Trevor sign up for the Big Brother program in the hopes of improving their credentials for med school applications. After Felicity expresses an interest in architecture, Noel recommends that she help his friend Adam with a project. Adam spends most of the time whining about his ex-girlfriend. He tries to kiss Felicity at a party at the girls' dorm room. Meghan grows bored with life with Sean, while he becomes fed up with her insistence on criticizing his ideas. After a girl from the coffee stand compliments one of his potential inventions, Sean invites her to

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 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 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

Felicity's parents arrive unexpectedly for Thanksgiving. She is afraid to tell them about all of the recent changes she has made in her life. The Porters, David and Professor Sherman all end up getting invited to dinner at Noel and Elena's apartment. Meghan shows up in the hopes of seeing everyone get into a fight. Felicity fears that David is becoming too serious about their relationship. Felicity and Noel get drunk from Professor Sherman's punch. They go to his room and reminisce about their kiss the previous Thanksgiving. Professor Sherman walks in on them kissing. An ugly scene develops, leaving Meghan delighted. Felicity breaks up with David. Javier recruits Ben, Julie and Sean to help him cater the Sherwoods' anniversary party. Maggie introduces her husband to Ben, ""the guy I've been sleeping with."" Ben realizes that Maggie was just using him to get back at her cheating husband. Sean and Julie console him as they dine on ""tofurkey."" Meghan forgets a promise to serve dinner to

Felicity's father accompanies her back to New York, where he is scheduled to work with the university. She grows tired of his constant intrusions, and panics when he announces that he may take a full-time job as a professor of surgery. Dr. Porter sends Felicity reeling with the news that he and her mother are separated. Ben and Felicity begin working the same shifts at Dean & DeLuca. Ben tells Sean that he was wrong to take his advice about not getting into a relationship with Felicity. Depressed after the university cuts the swim program, Ben convinces her to join him in blowing off some steam. They buy beer with his fake I.D. and break into the campus pool. They get caught by campus security and face expulsion. Julie rejects Erik's advances. However, he assures her that he truly cares about her music. She begins recording her demo, but learns from a technician that Erik has a reputation for preying on young singers. Ben advises Sean to tell Julie how he feels about her. Sean cann

Julie has difficulty sleeping because of nightmares about Zach. Felicity recommends that she talk to someone, but Julie doesn't feel she is ready. A student visits the clinic to obtain the morning-after pill, only to discover that the university will no longer distribute it. An outraged Felicity turns to Greg, who cannot take any action because he fears losing the little support the clinic has. Felicity organizes a sit-in, which freshman advisee Burkey helps turn into a major protest. Felicity wants to call the whole thing off after Greg gets in trouble, but the others refuse to leave. Dr. Porter is brought in to convince Felicity to give up. She refuses, and Greg decides to join the demonstration. When Felicity chokes during a television interview, Julie steps up and delivers an impassioned speech about the pill's importance to rape victims. The university is touched by her words and reverses its position. Felicity kisses Greg during the celebration. Noel helps Ben study for an upcomi

Professor Sherman tries to set up Felicity with her son, who is several years older. Julie suggests that it might be a good idea to date a guy without worrying about the prospect of a long-term relationship. David turns out to be a petulant jerk, and Felicity storms out in the middle of dinner. He apologizes and asks for another chance, so she decides to date him. Ben and Maggie start sleeping together. Noel and Elena obsess over a video game.

In a special black and white episode patterned after The Twilight Zone, a mysterious customer offers Felicity advice on how to ease her constant heartache. Felicity visits a clinic, where she soon learns that the doctors use horrific methods to mend a broken heart. Felicity and her friends end up trapped in a small, bare room from which there is no escape. The contents of Meghan's box are revealed (for the purpose of this episode only).

Felicity and Ben begin a community service assignment at the student health center. Felicity chooses that assignment because she wants to help others, while Ben just wants to be around Felicity. The head of the clinic, Greg, acts very rude and condescending toward them. He tries to get Felicity to convince Ben to leave because he is getting in the way. Ben quits, but Felicity decides to stick around because she enjoys working with the patients. Ruby learns that she is indeed pregnant, and plans to have an abortion. Ben finds out what is going on when he processes Ruby's file. He tries to see Noel and tell him that he has been in a similar situation, but Noel just orders him to butt out. Felicity doesn't know what to say when she sees Noel in the clinic's waiting room. Ruby cannot go through with the abortion, and runs out in tears. She decides to have the baby and raise it herself. Noel is terrified by the prospect of fatherhood. Felicity tries to calm him. Erik stands up f

Ben catches Andre, a jerk who hangs around with Greg, defacing Felicity's campaign posters. Greg denies that his friend would do such a thing. All of the candidates start acting very immature and sabotaging each other's campaigns. After all of Felicity's posters are stolen from her room, she and Ben break into Andre's room. They discover that he has pilfered materials from all of Greg's competitors. Greg rubs his relationship with Felicity in Ben's face. An angry Ben tells Richard about Greg's drug arrest. Richard plasters fliers around the campus, and Greg is placed under scrutiny during a Q&A with students. Ben agonizes over whether to tell Felicity what he has done. Richard and a female student are elected co-presidents. Richard tells Felicity that he owes his victory to Ben. Felicity suddenly reverses her position and decides to join Greg on a weekend getaway. Ben learns their destination from Meghan and tries desperately to catch up to them. Ruby returns from Colorado after reveal

In the aftermath of their kiss, Felicity gets all hot and bothered about Noel. She continually dreams about him. They team up for the group portion of their final project in art class, and fear that Professor Sherman will not be able to give them an unbiased critique because she hates them. Felicity and Noel spend a lot of time together, and she cannot stop thinking about him. The situation becomes more complicated when Ruby returns from Los Angeles. After much soul searching, Felicity approaches Noel with the suggestion that they get back together. Noel decides that it isn't a good idea; he recalls how badly their first attempt at a relationship ended, and thinks it would be better to commit himself to Ruby. However, Noel and Felicity nearly kiss while working on their assignment, and he begins to re-consider his decision. Ruby must return to Los Angeles for more work on the movie, and gives Noel a ticket so that he can come with her. She suspects that Noel still has feelings f