Javier tells Felicity that a friend is giving away his furniture before moving out of state. She goes to the man's apartment and falls in love with the place. She decides that it would be romantic to live there with Ben. Felicity rents the apartment before Ben has even returned to New York. He agrees to live with her, but discovers that the apartment is a ""hell hole"" with major plumbing and electrical problems and a roach infestation. Felicity is so excited that he cannot bear to tell her how he feels. Felicity grows wary of their downstairs neighbor, a beautiful dancer. She is furious when Ben reluctantly allows the woman to use their living room tub. Ben later apologizes and promises to try harder to make the arrangement work. Felicity reveals that she has given up the apartment, but they discuss plans to live together after graduation. Meghan takes Felicity's place in a student apartment with Elena, Julie and a new student. (""She's British. That's all we know."") Sean is asked to tur

After learning of Noel's marriage, Richard organizes an intervention in the hopes of convincing him to leave Natalie. Noel is offended, and orders his friends to stay away from him. Felicity visits his apartment to apologize. She says that it is difficult to deal with how much he has changed, and recalls all his goals for the future. However, she gives her blessing and organizes a party for the couple. Natalie finds one of Richard's fliers about the intervention and storms out. Noel realizes that he must divorce Natalie and resume his life. When Natalie comes home and learns his plans, she punches him in the eye. Sean offers to let Noel move into the loft. Natalie apologizes and agrees to the annulment, but she and Noel end up having sex. Ben's father comes to town, seeking to make amends as part of a twelve-step program. He invites Ben and Felicity to a Yankees game, but never shows up. Julie refuses to answer questions about her father. Elena tells Finn that she doesn't

Ben's mother calls and tells him that his father has been missing for several days. She asks him to file a missing persons report. Ben refuses to open up to Felicity, who hears about the situation from Julie. An angry Ben insists that he will not help look for his father; this is not the first time he has disappeared, and Ben is tired of dealing with him. Julie goes behind his back to file a police report, and learns that Mr. Covington is being hospitalized with alcohol poisoning. Julie explains that she feared Ben would not be able to live with the consequences if something happened to his father. Ben is furious with Julie, while Felicity tries to comfort her about her birth father. Julie finally blows up and reveals that she was a match for her father, but lied about it and did nothing to help him. Ben visits his dad in the hospital; he recovers and prepares to go home. Ben and Felicity return to her apartment to find that Julie has moved out. She left behind a videotape in which she

Felicity lies to Mrs. Emrick about Julie's whereabouts. After finding drugs in Julie's closet, she decides to tell the Emricks the truth. Mrs. Emrick blames Felicity for not looking after her daughter. Overcome with guilt and anxiety, Felicity bombs her midterms. Meghan tries to cheer her up by taking her to a frat party. Meghan and Molly convince Felicity to play strip ping-pong, but then leave her alone. She has too many Jell-O shots and wakes up naked in a frat guy's bed. She cannot remember what happened. Julie calls and says that she is okay. Ben helps Javier study for his citizenship test. Ben does not plan on voting, but changes his mind after Javier lectures him about the privilege of being a citizen. Noel applies for a job with the campus computer center. Tracy tries to help him practice for his tryout by sabotaging his old laptop, unaware that Elena had used it to write her political science paper. Noel must save the day when the arrogant head tech cannot fix the problem. Meg

Felicity tries desperately to track down Randy and find out what happened between them. During a service call, Noel stumbles across a mass E-mail from the fraternity that includes a naked photo of Felicity and Randy. Noel warns Felicity and advises her to keep the matter quiet until after the surprise birthday party that Ben has organized for her. Richard and Molly inadvertently expose Felicity's secret during the party. Ben storms over the the fraternity house, and Randy's buddies tell him that Randy and Felicity slept together. Randy assures Felicity that they did not have sex; she passed out, so he put her to bed. Ben feels betrayed and refuses to accept Felicity's denial. Sean consults a doctor about swelling in one of his testicles. He insists that it is just an infection, and is reluctant to tell Meghan about his problem. She finally convinces Sean to return to the doctor. He learns that he must undergo surgery to determine if the mass is malignant. Everyone is surprised when Ric

Felicity asks Randy to talk to Ben and confirm that she didn't have sex with him. A drunken Ben repeatedly punches Randy, sending him to the hospital. Sean confronts Ben about his self-destructive behavior. He tries to convince Ben to attend an art show where Felicity has a work on display. Ben surprises Felicity by purchasing her painting. He tells her that he wants to resume their relationship, as she is the only person he can trust. As Ben leaves the loft, Randy has his frat buddies ambush him and give him a beating. Sean's blood work suggests that he has cancer; doctors must remove the affected testicle and check some lymph nodes to see if the disease has spread. He ignores the doctors and pretends that he is okay. Meghan learns the truth and persuades him to face his problem. Richard tells Noel that he is not gay. He discloses that he is a virgin, and has never kissed anyone. Molly kisses him, but tells him they are only friends. Elena agrees to help Tracy with a group project whi

After learning of Ben's injuries, Mr. Covington returns to town with the hopes of reconciling with his son. He seeks Felicity's help after Ben refuses to see him. Mr. Covington breaks down in tears as he describes the way his life has crumbled. When Felicity tries to comfort him, he kisses her. Ben begins to warm to his father, until he notes Felicity's discomfort and realizes that something happened. Mr. Covington confesses, and Ben orders him to leave. Felicity encourages Ben to attend Al-Anon meetings to deal with his feelings about his father. He is surprised to see Molly at a meeting. Sean devotes himself to the Jewish faith to fulfill a promise he made to God before his surgery. He breaks up with Meghan for refusing to convert to Judaism. His hospital roommate, a rabbi, convinces him that he has made a mistake. After Dr. McGrath is accused of sexual harassment, a list circulates with the names of students he dated--including Elena. Tracy confronts her, but quickly gets over it. W

Javier and Samuel decide to become parents. Javier asks Felicity to donate an egg, which would be implanted into his aunt. Felicity agrees, but changes her mind after Ben adamantly states his opposition. Felicity poses as Javier's wife during an interview with a potential donor. The woman backs out after discovering that the child would actually have two fathers. Felicity tells Ben that she has come to appreciate his viewpoint; she cannot deal with the idea of watching someone else raise her biological child. During an Al-Anon meeting, Molly speaks of her struggle to break free from an addict boyfriend. Ben confronts her and asks if the drugs discovered in Julie's closet were hers. She denies this, but later comes clean during a meeting. However, Ben cannot share any of her revelations with Felicity because of the confidential nature of the group. Jane angrily rejects Noel after he confesses to stalking her. Overcome with despair, she sleeps with an old friend--Richard. Elena tries des

Ben encourages Molly to break up with James. She instead invites him to move into the girls' apartment for a while. Molly insists that James has agreed to join her in seeking treatment. James persuades Molly to skip her meeting to get high with him and cuts off her hair. Ben accidentally stumbles upon a gun with James' belongings. He tells Felicity about Molly's problems. Ben and Felicity confront Molly and proclaim that James cannot stay. Ben (without Felicity's consent) also declares that Molly must either stop using drugs or leave. She angrily moves out. A student files harassment charges against Dr. McGrath, and asks Elena to testify. Elena learns that McGrath invented a story about a sick ex-wife to get girls to sleep with him. Elena realizes that the undeserved grade in McGrath's seminar cleared the way for her to take certain advanced classes. She concludes that she is a complete fraud. Tracy, at Felicity's urging, gives Elena a pep talk and stresses that she is one of the smart

Molly apologizes to Felicity and Ben, but James forbids them from speaking to her. Molly moves back to the apartment after a dazed James pulls a gun on her. James shows up and demands that she leave with him. Ben manages to calm him and convince him to leave. Molly plans to break up with James, and meets him on the street. He talks her into staying with him. Felicity learns that she is still registered for a philosophy class that she thought she had dropped. Meghan never sent in the card to the registrar's office. Felicity must get an A on the final to pass the class. Noel calls on her to help him with an extensive presentation for a web site that is interested in their cartoon. He lashes out at her for her lack of enthusiasm, until Ben explains her plight. In order to help Felicity focus on her final, Noel pretends that he got an extension on the presentation. He helps her cram for the test, as he had worked as a teaching assistant in that class the previous year. Despite her exhausti

James persistently tries to call Molly, who has broken up with him and returned to rehab. When he finally gets a hold of her, she tells him they are through and hangs up. James waits for her outside her apartment and gets into an argument with Ben. Felicity's mother (now using her maiden name, Barbara Hunter) arrives for a visit. She takes an instant dislike to Ben when she overhears him ranting about James. Sean and Richard buy a bunch of Christmas trees, hoping to sell them for a major profit. They recruit Ben to help them pick up the trees. He then shows up late for a play he was to attend with Felicity and her mom, and has forgotten the tickets. Noel joins Ben, Felicity and Barbara for dinner. He impresses Barbara by prattling on about his goals, while Ben has nothing to say when she grills him about his future. Barbara dismisses Ben as a loser with violent tendencies and questionable friends (i.e. Molly). She advises Felicity to dump Ben for Noel, whom she considers to be just abo

Elena is wounded in the shoulder; but the only person to sustain serious injuries in the shooting is some girl that no one had ever seen before. Ben accompanies Avery in the ambulance and urges her to fight for her life. She flatlines for a moment, but the paramedics are able to revive her. Avery eventually recovers from her injuries. She showers Ben with expensive gifts and fully admits to a romantic interest in him, much to Felicity's dismay. Noel becomes extremely depressed after the shooting. He cheers up a little after sleeping with Avery. Elena signs up for a self-defense class in the hopes of regaining her self-confidence, and frightens Felicity with her aggressive behavior. Felicity refuses to accompany Elena to the class, but changes her mind when Avery decides to attend. Felicity enjoys the tremendous satisfaction of getting to flip Avery in the air and slam her to the ground. Tracy returns from Africa a month early. Elena learns that he is dating someone he met on

The gang gathers at the apartment to watch ""Docuventary,"" but a storm knocks out the power. Sean uses an alternate power source to screen the film, much to everyone's dismay. Felicity worries after learning that Ben failed to tell her about his academic problems, choosing instead to confide in Avery. An angry Ben goes home. Noel shows Felicity a clip from Sean's film in which Ben talked about his love for her. She heads to the loft to apologize, but is furious to find him with Avery. Although he insists that nothing was going on, she refuses to talk to him. Avery asks Ben to join her for a weekend at her family's cabin. Meghan's old friend Chris, who plans to marry soon, comes to visit. They once had a lesbian encounter, and Chris attempts to gauge Meghan's feelings for her. Sean catches them in a near-kiss, and fumes about the fact that Meghan never told him the truth about their relationship. Meghan realizes that she really loves Sean, and tells Chris that she is heterosex

Felicity agrees to give Ben some space to sort out his feelings. Avery convinces him to come to her cabin and hang out with her friends. Avery kisses Ben. Meghan shares his whereabouts with Felicity. She later warns Ben not to hurt Felicity because she loves her ""like she was my weird, spastic little baby sister."" Noel tries to console Felicity, but she fears that she gave up on Ben too easily. She determines that she must go to Southampton to talk with him. Felicity makes it clear that she loves Ben and wants to work through their problems together, but he remains confused. Ben realizes that Avery doesn't really understand him after she offers sympathy over a hard-earned B-minus, when he had actually been proud of the grade. He seeks out Felicity and apologizes, just as Noel was trying to make a move on her. Sean belittles Meghan for holding a seance. She pretends to contact his dead grandmother. He finds this insulting and tries to get revenge, but Meghan stays one step a

Avery leads Noel to believe that she slept with Ben. Noel gets the Seattle job, and asks Felicity to work as his assistant for the summer. Noel and Felicity trash the library as an idiotic prank, much to Richard's dismay. Avery is hospitalized after taking too many pills. Her roommate suggests that Ben is to blame because he didn't return her phone calls. Avery continues to rely on Ben. Ben confronts Noel about his attitude. Felicity overhears Noel accuse Ben of cheating on her. Ben denies this; he says that Avery kissed him, but it was meaningless. He points out that Noel is obviously trying to break them up. Ben asks Avery to confide in her friends and seek professional help, as he can no longer support her. Noel tells Felicity how much they will miss each other after he leaves. He kisses her. Meghan supports Sean's decision to have a bar mitzvah, until she meets the attractive female rabbi. She concludes that they should break up because they have nothing in common. S

Noel apologizes to Felicity and suggests that they forget about the kiss. Felicity believes that their friendship is a lie, as he has actually been pining for her the entire time. Ben and Felicity reaffirm their relationship. Javier is hospitalized after suffering chest pains. He must undergo observation for a few days as a precautionary measure, and asks Felicity to run Dean & DeLuca. Ben is the only employee willing to take on extra shifts, so she turns to a reluctant Noel for help. A broken steamer creates chaos in the shop. After Ben's summer internship falls through, Felicity decides to accept Noel's job offer. Ben tells Noel that he is going to accompany Felicity to Seattle, and tries to make peace. Noel goes behind his back to Felicity and rescinds the offer because he doesn't want Ben around. Ben and Noel get into a fight. Javier recommends that Felicity keep her relationships with the guys separate instead of expecting them to be friends. Noel fears that he won't g

Felicity and Ben plan to spend the summer camping. She and Noel argue after he refuses to accept a graduation gift from her. Dr. Pavone tries to get Felicity to admit that her friendship with Noel is over. Ruby comes for a visit with her daughter, Eva. She hopes to rekindle her relationship with Noel, but soon deduces that he is hung up on Felicity. Noel leaves Felicity a box of items symbolizing their time together, as well as a tape in which he says goodbye. Ben learns that he has been accepted to an intensive EMT training program in Kansas City. He had applied after becoming inspired by the paramedics' efforts to save Avery. He initially turns down the offer so that he can spend time with Felicity, but she encourages him to pursue the opportunity. They agree to spend yet another summer apart, and Felicity moves into the loft. Noel shows up after his Seattle job falls through because of the collapse of the Internet job market. Sean objects to Meghan's plans to spend anothe