Felicity returns from Christmas break. Noel tells her she has no idea how happy he is to see her. Felicity says she does - they kiss 'hello.' Felicity comments on Noel's new imac computer as he lifts it off the bed clearing a place for Felicity to sit. She tells him she's done lots of thinking while on vacation. Noel assumes she's been thinking they shouldn't start dating because it might ruin their relationship - jepoardizing what they have with physical intimacy. Felicity tells him she's decided that they should have sex. Noel's drops his computer sending it crashing to the floor.

Felicity records an audio letter to Sally telling her she's been thinking about sex for a long time. Ever since she arrived at college she's felt disconnected - like she's not apart of something. She says she's pretty certain that all of the people she sees are 'doing it.' She thinks all of these people ae having sex and she's not.

In the cafeteria, Julie says she was really impressed with her parents when she told them about what happened with Zack. They didn't make her feel guilty and her dad even hugged her. Felicity says her dad clinches his teeth every time she talks about New York. Ben joins them. Felicity tells Ben she met his dad while shoping for a Christmas tree. She says he seemed pretty nice. Ben says his dad makes a good first impression. Felicity asks Ben what he did over the break. He tells her he went to Vermont - Sean's buddy has a house there. Felicity comments that it's weird coming back - it's like they never left. Julie half heartedly agrees.

Noel stops in the coffee shop while Felicity's working and asks if he heard her right yesterday. She says 'yes.' He asks 'when?' She tells him it would be really great if he could get tested for HIV before they do anything. He says 'absolutely'. She tells him she would offer to be tested herself, but she's never had sex. He tells her he's very enthusiastic about the whole endeavor.

Blair gives Elena a gift. She asks what it's for. He tells her 'for being so cute.' She pulls the object out of the gift bag and examines it. Blair asks if she likes it. Elena lies says she loves it. He says' it's beautiful isn't it?' Elena agrees saying 'it's so stretchy.' He tells her he can't wait to see her wear it. She thanks him. He tells her he has to go. After Blair walks away, Elena sits there looking at it wondering what it is.

Felicity declares that if she's going to have sex she's going to do it right - she's not going to be embarrassed about it. She goes to a book store for info on sex. The clerk asks if it's for a class. Felicity tells her she's buying them for herself. The clerk asks what specifically Felicity is looking for about sex. Felicity answers 'having it.' She tells the clerk she was thinking about the book 'Mars and Venus in the Bedroom,' but it doesn't have a lot of pictures. She expplains she's a very visual person and that she gets very confused when they're aren't pictures when they're trying to explain things. The clerk asks Felicity if she knows 'How Good It Feels.' Felicity looks at the clerk like she can't believe she's asking her that. The clerk explains it's the title of a book. Felicity tells her she doesn't have that one. The clerk suggests the book 'Gimmie An O!' She tells her page 46 is really something. Felicity glances at the page and tells the clerk she'll take it.

Sean finds Julie's toothbrush and reminds Ben of the no live-in girlfriend rule. Julie tells Ben that after she sees her couselor she's going to tell Felicity that they've been spending time together. Ben doesn't really think she should, but tells Julie to go ahead.

Noel tells Felicity he gave blood last month. He was reminded by his doctor that the red cross only gives donor cards to those who are HIV negative. He tells her that means that medically he is safe sex material. Felicity pulls out her agenda book and asks Noel shen he wants to 'do it.' Noel answers 'Now.' Felicity tells him she doesn't want to rush it. They decide on wednesday nite @ 8. She tells him to let her know if he needs to reschedule. Noel says he can pretty much guarantee that it won't be a problem.

Felicity goes to student health services to get birth control pills and condoms. The health services guy demonstrates the proper way to use a condom using a desktop model of an erect penis.

Felicity runs into Julie on her way out. Julie's on her way to meet with her counselor. She asks Felicity what she's doing there. Felicity explains that she and Noel are planning to have sex. Julie tells her its' great. Felicity admits she felt weird talking to Julie at first. Julie assures her that just because she had a bad sexual experience with Zack doesn't men she shouldn't have a great first one with Noel. Julie tells Felicity it's a big deal. Felicity agrees and says it's about time. Felicity tells Julie it feels good telling her and it feels terrible not telling her everything.

Julie confides in Noel and tells him she's been hanging out with Ben every nite. She tells him she feels safe with Ben. She fears Felicity will feel betrayed if she tells her she's been spending so much time with Ben and has been sleeping in his bed every nite. (She assures Noel that the only thing going on there is sleeping.) She tells him she went to Vermont with Ben during the break. Noel suggests she's unable to tell Felicity because she knows something is about to happen between her and Ben. Julie tells Noel he's right and says she'll tell Felicity tonite. Noel asks her not to tell Felicity until Friday. Julie agrees.

Felicity asks Elena for advice about having sex. Elena tells her she and Noel should have been going at it a long time ago. Felicity says she's a slow starter. Elena advises Felicity to forget about everything and focus all of her energy and concentration on Noel. Felicity comments that Elena and Blair must have an amazing sex life. Elena smiles then pulls out her gift from Blair. Felicity thinks it's a skirt.

Noel is lighting candles - there is soft music playing. Felicity goes to his room. She grabs him and starts kissing him. She removes her sweater and his as well. They tumble onto Noel's bed where he lands on a hairbrush. She hands him a condom and begins to undo his pants. He tells her to 'hold on.' She's moving a little to quickly for him. Noels bedroom door bursts open without warning and in walks the computer repair guy and a couple of his pals. Not expecting to see Noel about to have sex, the imac falls from the guys arms and crashes to the floor again. Noel covers Felicity - candles are knocked over and Noel christmas tree catches fire. The fire alarm goes off. One of the guys finds an extinguisher and puts the fire out.

Later, Noel tells Felicity he's reserved a room in a hotel for tomorrow nite. She begs her boss to let her have the night off. He refuses until she hints around about what will be going on. He figures out it's her first time. Gives her the nite off. He tells her he doesn't believe in premarital sex, yet he tells her he wants all of the details.

Ben and Julie are studing poetry. Ben thinks Walt Whitman rocks because unlike most of the poetry he's had to read, he finds Whitman's easy to understand. Julie tells him she loves hanging out with him and he tells her the same.

In the hotel suite, Noel and Felicity look around and check out the mini bar. The drink toast to 'better luck the second time around' and drink Coke. Felicity checks out the bathroom and calls Julie to tell her about the room. She thinks Julie sounds kind of weird and asks if there's anything wrong. Julie assures Felicity everything is okay and tells her to have a great time. Felicity returns to Noel. He begins to kiss her and she stops him saying she's unable to focus. She's bothered by Julies tone on the phone. Noel confesses that Julie and Ben have been hanging out every nite. Felicity is upset that he didn't tell her and that Julie didn't confide in her. Noel accuses Felicity of still being obsesses with Ben and drops the bomb that Jule and Ben went away together to Vermont during the break. Felicity seems crushed. Noel tells her he doesn't want to be the rehearsal. She assures him that that isn't the case. Noel doesn't buy it and leaves.

Julie tells Ben she talked to her counselor and told her she doesn't want to be the kind of person who runs to some guy's bed every time something bad happens. The counselor says Ben isn't some guy and she should do what feels right - take things slow with Ben. Ben tells her that sounds good. Julie asks if he's sure. He says 'yeah.' They kiss.

Elena is wearing her strechy gift from Blair. He tells her it's not a skirt - it's a headband. He asks why she didn't just ask him. She explains she didn't want to hurt his feelings. He jokingly tells her not many people could pull that off.

Felicity tells Julie Noel told her about Ben. Julie apologizes for not being the one to tell her. Felicity tells Julie she's been holding onto the 'stupid' crush for so long that she thinks she was scared to let go of it. If she admitted that she and Ben would never get together that somehow it would put everything into question.

Felicity goes to see Noel. As luck would have it he's looking for her as well. Noel tells her they should have sex for the right reasons. Felicity confesses she just wanted to get it overwith so she could feel like she was a part of the human race. Noel sits down and says he can't believe he just talked himself out of having sex with her. He asks her if he's insane. She tells him he's right. He asks if they can just have sex. She says 'no.' She tells him she's not saying no to him, just to sex. She assures Noel that she wants to be with him. He tells her he understands about Ben- he was like a bad habit - hard to get rid of. She tells Noel he's her first boyfriend. They kiss.


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