Elena runs into Noel. She reminds him that he's scum. With classifieds in hand, Noel announces to Elena that he's moving out- to any place that accepts guy scum.

Felicity asks Sally if it's normal to feel schizophrenic after breaking up with someone. One second she feels really sad, then furious @ Noel for what he did, then totally guilty about herself for what she did. Meghan enters the room. Felicity tells Meghan her parents called confirming their arrival. Meghan wants to know exactly what was said. Felicity plays back the message on the answering machine. Meghan's mom says they're arriving tomorrow @ noon. Meghan freaks out and leaves the room.

Julie, Felicity and Elena are hanging out in Julie's room, planning her birthday party scheduled for saturday. Julie looks up and Carol is standing in her doorway with packages. Julie turns off the music. Carol asks if it's a bad time. Felicity and Elena leave telling Julie they'll call her later. Julie asks Carol what she's doing there. Carol tells her she wanted to give her a birthday present and the truth. Julie had come to see Carol thinking she was her mother and she denied it. Carol tells Julie she should have taken her into her arms and told her that she IS her mother. Tearful, they hug one another.

Noel makes phone calls searching for an apartment. Guy comments on Noel's moving out because he and Felicity had a rough patch. He says that Felicity was the one who diddled someone else. Noel insists it isn't a rough patch - it's torture. Every time he stands in line at the cafeteria he's hoping he doesn't see her and at the same time he's hoping he does. He feels like when he left with Hanna, he gave up the right to any committment that he had with Felicity.

Ben is reviewing his finances when Julie comes in to show off her new dress. She's having dinner with her birth mother, Carol. Ben tells her it's a very nice dress. Sean comes downstairs wearing a headache relieving device that he's invented. Ben hands him a partial rent check and explains that he has to get another job - working @ Dean & Deluca isn't enough. Julie tells Sean she thinks his headache thing is a good idea. Sean tells Ben he doesn't care how much money he doesn't have - he should get Julie a substantial birthday present. Julie tells Ben not to buy her anything - if he does she'll return it.

Felicity enters her room. Meghans parents are sitting on Meghans bed. Felicity introduces herself. Meghan enters completely transformed wearing a completely wholesome dress. Felicity and hardly contain her laughter. Meghan's father attempts to invite Felicity to dinner. Meghan tells them Felicity has plans. She pulls Felicity aside telling her she's stored her secret box on Felicity's side of the room. She warns Felicity not to open it. Meghan's mother wonders what they are whispering about. Felicity tells her they're talking about HER secret box. She goes on to say how no one is allowed to ever look inside it including Meghan. She drives Meghan crazy with it and she would probably care less about what's in the stupid box if she didn't keep taunting her with it. Meghan's parents think Felicity is weird.

Julie and Carol are having dinner at the bar and grill where Lynn works. Lynn asks Julie to play tomorrow night. She agrees. Carol tells her that their relationship has to remain a secret because she never told her husband that she had a baby before they met. She asks Julie if she understands. Julie says 'sure'.

Julie goes to visit Carol at work. She tells her she doesn't want to be kept a secret. Carol's daughter Amanda comes into the room. Carol tells her to wait for her in her office. Amanda says 'hi' to Julie - Julie says 'hi' back. Amanda leaves. Carol says she thought going to see Julie would make things better. Julie tells her she should consider telling her husband- she feels like Carol is ashamed of her. Carol tells her that's not it , but the current arrangement is all she can offer her right now.

Felicity is staring at Meghan's box. She want's to know what's in it.(Who doesn't?) She's about to open it when Meghan and her parents enter the room. They invite Felicity to dinner again. She taunts Meghan saying it might be nice, then tells them she's going to study.

Felicity and Elena are studying. Noel announces that he's found a studio with an eat-in kitchen for $680/month on Washington.

Ben overhears Lynn talking to his Booking agent. Lynn has won a bet -$2000. He tells Ben he made $12,000 last year. Ben is impressed. Lynn tells him he should get in on it. Ben isn't sure he's willing to take the risk. Lynn convinces him to gamble on a basketball game.

Julie performs @ the bar. Carol is there for the performance. She tells Julie she needs to talk to her. She tells her she was 17 when she got pregnant by the first guy she ever had sex with. She never told him she was pregnant. She went away for the summer - he was studying abroad. Her parents were very supportive as long as she agreed to give Julie up for adoption. Years later Carol ran into Julie's father again. They dated and later married. Carol tells Julie she's married to her father. Julie's shocked that Carol never told him. She tells Carol she wants to meet him. Carol tells Julie that if he's going to find out the truth it has to be on her terms. Julie asks what about her terms - it's not just her life that's being turned upside down.

Felicity is @ her mailbox retrieving her mail. Meghan's dad tells her that he and his wife looked in the box and were shocked by what they saw. He tells her they don't want that kind of negative influence on their daughter. Felicity says she'll throw it away. He says he doesn't see how she can do that. He just wants her to consider what they've discussed and know that they know... Felicity says, 'okay... thanks...'

Julie shows up at a restaurant where Carol, her husband, son and daughter are having dinner. She watched them for a moment then leaves. Later, Julie gets call from her adoptive parents wishing her a happy birthday.

Julie has a great time at her party. Ben gives her a guitar. She tells him he can't afford it. He lies telling her his dad sent him more money and for her not to worry about it. She thanks him.

Feliicty tells Noel he shouldn't move - there's something unresolved - if they decide to never talk again, or start over and try one more time - if he leaves they won't solve it at all.

Everyone sings 'happy birthday' to Julie, she blows out the candles. Ben and Julie hug and kiss while Noel and Felicity look at one another from across the room.

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