Felicity wakes up and realizes having sex with Eli was an incredibly huge mistake. Noel stops by her room. He tells her he stopped by her room last night, but she wasn't around. He apologizes for everything telling her what he did was the worse thing that he could have done. She tells him she can't talk about it. He says he was thinking about her the entire time he was with Hanna. He confesses that they didn't sleep together. Felicity tells him she really has to go.

Noel exercises his RA duties and holds a floor meeting. Apparently people living in the dorm haven't gotten to know one another very well and have been letting complete strangers in the dorm. The RAs decided they would play a game called Assassin to help residents get to know one another. Each resident would be given a plastic dart gun and an envelope containing the name of their assigned target. Once they hit their target they would then collect that person's envelope thereby receiving their next target. Elena tells Felicity she loves the game - she played it in highschool.

Noel tells Felicity he doesn't expect her to forgive him right away. He gives her a mix tape containing music he'd been working on. He tells her it shouldn't be viewed as a bribe. She thanks him. Elena tells Felicity she can't believe Noel has the nerve to talk to her after all of the Hanna stuff.

Felicity plays the mix tape that Noel made for her. Elena stops the tape telling her not to let a mix tape make her go soft on Noel. Felicity tells Elena she feels awful. Noel keeps apologizing. Elena, not knowing about Eli, tells Felicity Noel is the one who was hanging out with someone else - not her. A delivery guy brings flowers for Felicity. Without reading the card she assumes they're from Noel and goes to his room. She asks if they can talk. He's happy that she wants to. She tells him that she can't take all of the apologizing, tapes, and flowers. He asks her, "What flowers?" - he never sent her any flowers. Noel takes the card from her hand and reads it. He asks "Who's Eli?" Felicity tells him that's what she came to talk to him about. She tells him she was with someone last night - she slept with him. Noel storms out of his room.

Felicity goes to see Eli at the art studio. She thanks him for the flowers. She tells him last night probably shouldn't have happened at all - she has a guy in her life. He tells her he gets it - she was going thru a rough spot in her relationship - he was like a break. She tells him it wasn't like that. He says she just wanted to feel better - people do stuff like that all the time. She tells him she's not like that. Eli tells her if it doesn't work out to let him know.

Felicity tells Sally that her firs time was with someone she didn't know - she'll never be able to change it - what she did is forever.

Felicity tells Noel she's so sorry about everything. She tells him she met Eli in the art studio. He asks her if she was drunk - he was hoping she at least had that as an excuse. Felicity tells Noel she doesn't want to talk about it. He tells her it involves him too - he doesn't know if she was safe. Felicity assures him that she and Eli were safe. She tells him it isn't just one-sided. He was with Hanna - when he left to go with Hanna, she thought he was breaking up with her. He asks if it was revenge. She says no. Losing his temper, Noel asks, "Then what the hell was it?" Felicity says she doesn't know - she made a horrible mistake - she would do anything to take back the last two days. Noel says she can't - it's done. He leaves. Felicity cries.

Felicity apologizes to Julie for not telling her sooner. Julie tells her she's been there before. It's a really horrible feeling- sleeping with someone and wishing you hadn't. It kind of makes you feel like you were used or he didn't care. Felicity tells her Eli was actually sweet and kind. She says the horrible part was that it even happened at all. Last week she and Noel were making out instead of studying and taking naps together. She was going to go with him to Boston for spring break. She tells Julie she doesn't know what she was thinking. Julie says Felicity is always thinking - only this time she wasn't.

Noel has a few drinks at the bar then stops by Felicity's room to see her. She's listening to the mix tape. She tells him it's really good. She asks if he's been drinking. He tells her a little. He apologizes for everything saying it was all his fault. She tells him it's her fault too. They kiss. Noel wants to erase everything that's happened. Felicity wants to talk about why things happened the way they did. Noel becomes aggressive. Felicity pushes him off of her onto the floor. He asks what he's doing there and leaves.

In the cafeteria, Meghan takes the jello Felicity was reaching for. Felicity asks what she's doing. Meghan says she's diabetic - it's the only thing she can eat there... She tells Felicity "You snooze, you lose." She tells Felicity that's what she should have told Noel when he threw a hissy about her banging the art student. Felicity tells Meghan that what she tells Noel is none of her business and that she's a selfish, offensive freak show and she's sick of everything about her. Meghan asks if Felicity is mad at her or something. Felicity tels her she just wants her damn jello back. Elena comes up behind Felicity and points her plastic dart gun at Meghan and demands that she give it back to Felicity. Meghan says,"No way." Elena tells her to give back the jello - nice and slow and she won't shoot. Meghan tells her it only counts if she has her name. Elena pulls out the paper from the envelope and says you're Meghan right? She shoots her with the dart. Meghan tells Felcity to just take the jello - she thought getting some would have loosened Felicity up, but now she's worse than ever.

Ben has been hanging out with his swim team mate, Lynn going to hear bands play and hanging out at the bar. Julie's feeling neglected. Ben asks if she wants to go to the bar after class. She tells him she'll just go back to the dorm after class.

Noel tells Felicity he was a little drunk last nite - that wasn't what he wanted to happen. He tells her how he waited for her to get over her feelings for Ben - he tells her he's confused about his feelings for Hanna and she can't wait one nite. He tells her he knows he did some wrong things too, but when it came down to make a decision he stopped. He says maybe he should be able to forgive her but he can't. She tells him he just left with Hanna - she doesn't know if she can forgive him either. Noel says, "I guess we're breaking up." Felicity agrees.

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