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Felicity has come to the conclusion that her 'moment' with Ben - the almost kiss - was all in her head. Her thoughts are interrupted when Danny tells her she's staring - Dean & Deluca's is pretty busy - she should be stocking - yet she's staring, in deep thought. Ben is across the room sweeping. Their eyes meet. He smiles. Felicity says it was probably a 'nothing' moment that she just perceived as something else. Ben comes over to her and asks,"What the hell was that?" He asks if they almost kissed. Felicity says she doesn't know. Ben thinks they did - almost kiss. Danny interrupts, telling Ben he's needed in the stockroom and compliments Ben on his new haircut. (Ben is actually clean shaven as well) Ben tells Felicity things could get really complicated.

Felicity tells Julie she's thinking of not going on the cross-country road trip with Ben. Julie tells her she shouldn't not go on account of her. She tells Felicity she can't not go. Guys don't give the 'I need to be alone' speech without another prospect. She wants Felicity to find out if Ben is thinking of hooking up with someone else. Felicity just says 'okay.'

Julie is gathering up her things from Ben's place. She attempts to give back the key to the loft. Ben tells her to keep it. He says he'll call her. She tells him not to. She explains she doesn't mean it in a bitchy way, but she doesn't want to look forward to a phone call that's as awkward as their current conversation. She tells him to have a good summer. He tells her the same.

Elena wakes up next to Dr. McGrath. She watches him sleep for a moment, then gets up to sneak a peek at the grade on her paper. It's a 'B-.' she looks a little disappointed.

Noel invites Felicity to go to Berlin with him. She reminds him she already has a summer job. He tells her he's already ordered her ticket. She tells him he can't afford it. He says she underestimates his financial situation. He tells her it's refundable. Felicity tells him she'll think about it.

Felicity goes over to Ben's place. She tells him she can't believe Noel invited her to Berlin. Felicity feels awkward being there since Ben and Julie just broke up. Ben says it's a big unanswere question - the almost kiss - because at that moment they didn't kiss. He jumps out of his seat, grabs her face and kisses her. He tells her that he's wanted to do that for a long time. Felicity gets up to leave. Ben asks where she's going. She tells him she doesn't know - it's the flight reflex.

Felicity stops by to visit Noel. She agrees to go to Berlin with him. She tells him she hasn't told her parents yet.

Elena can't believe Ben kissed Felicity. She tells Felicity she should go with Ben. Dr. McGrath gives back their final papers. Elena's 'B-' has been changed to an 'A'

Meghan is all packed and ready to leave. Felicity wishes her a good time @ wicka camp. Meghan gives Felicity a sealed note that she'd written at the beginning of the school year. It read:' There's no way in hell Felicity is going to make it through the whole year. ' Meghan was going to give it to Felicity when she left as an 'I told you so.' Meghan tells her she's impressed. She asks Felicity where she's living next year. Felicity says she's living in the dorm - she thinks she may be an RA. Meghan says she will too.

Ben stops by to see Felicity. He accuses her of avoiding him. He really wants her to go with him on the road trip. She tells him if she went with him it would never be platonic. He says fine, make it platonic. He just wants her to go with him. She tells him she's going with Noel . Going with Ben would make her the devil - it would be a direct affront to Noel and Julie. Felicity doesn't see how it could work. Ben sits down on her bed. He asks her to come and sit down. She asks,'Why?' He reassures her that he's not going to do anything - he just wants her to come and sit down. Ben simulates driving. Felicity asks what happens when they go to a motel and there's only one bed. Ben lies down and asks her to lie down beside him. She does for a moment, then sits up and says it could never work. Felicity tells Ben he should leave. He tells her he knows she wants to go with him or is at least thinking about him. She asks how he knows. He says he noticed she started wearing the necklace he'd bought her again. She walks him out to the elevator. Noel runs to the elevator. He asks if Felicity has gotten her passport yet - they only have a few days. She tells him she's going to the passport place tomorrow.

Felicity goes to get her passport. She asks the photographer if he's ever driven cross-country. He says it was one of the best times he's ever had. He tells her she's gotta do it - and she doesn't even need a passport.

Julie tells Felicity she knows who Ben likes - Nicole. Lynn told her about Nicole. Julie asks if Felicity knew about Nicole. She says he mentioned something at work about Nicole paying a lot of attention to him. Julie asks her why she didn't tell her. Felicity apologizes and tells Julie she doesn't think Ben likes Nicole. Julie says Lynn told her the same thing.

Felicity is waiting for Ben outside the loft. He's surprised to see her. They go inside. Felicity tells Ben she should't even be there. She reveals she was in bed last night wondering what it would mean if they went together. Ben asks why everything has to have so much meaning. He's never met someone so desperate for meaning. He says he's leaving tonight and asks if she's coming with him. Felicity insists on calling herself the devil. He tells her she isn't, but if she were he'd still want her to go with him. She says he would not want her to go with him if she were the devil, plus there are other people involved. Ben tells Felicity he likes her - she's crazy and she over analyzes and that kind of scared him at first. She's really smart about things and she's been a good friend to him and he really likes her. He says they have a chance to to on this trip together and he really wants to do it. Felicity tells Ben she really wants to do it too. Just as they are about to kiss, Julie comes down the stairs. Ben and Felicity are stunned, they of course had no idea anyone was there. She tells Ben she found her computer disk and leaves.

Felicity goes to see Julie. She tells her she's sorry she heard that - she should have come to her and told her. Julie says that would have been hard - how do you tell someone that you're trying to steal their boyfriend. Felicity tells her that's not what she was doing. Julie says she feels stupid asking Felicity if there was another woman and she had no idea she was talking to her. Felicity says she didn't plan this and that she's so sorry. Julie tells Felicity she really doesn't care what the hell she is - she can be sorry or not. It doesn't matter - she's just a lying bitch. Felicity tells Julie she doesn't know what to say. Julie tells her she doesn't have to say anything, she just wants her to leave. Felicity tells Julie she's going to Berlin with Noel. Julie tells her she told Noel everything. Felicity asks Julie how she could do that.

Felicity goes to see Noel. She asks if they can talk. He tells her he wants the plane ticket back. Felicity retrieves the ticket from her backpack and places it on his desk before leaving.

Felicity visits her counselor. She says she hopes the entire year wasn't for nothing. She hopes she learned something. When she first arrived she didn't know anyone - even the guy she followed to New York was a stranger. There are people that she'd never met who became so important to her. They felt like real friends. The counselor asks if she's still thinking about becoming an RA. She doesn't think she can give advice to others. He tells her she's someone who's been through it.

Ben stops by Felicity's room. She thought he'd left. He says he did, but then he came back. She asks why. Ben says he came back for her. He was trying to think of some great reason to come back - something else to say to try to convince her. If she were him she'd have some great reason - some speech with all this meaning. Ben says he doesn't have that. All he has is that he likes her. He got as far as Harrisburg, then turned around - maybe that has some meaning itself. He says he never wanted to hurt Julie. He understands how screwed up this is but at the same time he can't help how he feels. He tells her this is the last time he's going to ask. (He says please) He says he already knows it's a better trip it they go together. Felicity doesn't say anything. Ben says he's going back to the loft and wait there - if she's not there by 10 then that's cool - he'll see her this summer. She tells him she can't believe he came back. He says he knows, then leaves. Felicity continues packing. She finds a letter Noel left her. He tells her how much she means to him no matter what happens and for her to seriously consider using the plane ticket. Felicity notices the wall inside her closet has been signed and dated by others who previously lived in that dorm room so she signs it too.

Felicity sends a taped message to Sally. She says she's not flying home by herself . She didn't have to make a decision between Noel and Ben, but she did. She tells Sally she'll be home in a few weeks.

The cabdriver asks Felcity ' where to?' (The audio is muted, so Felicity's response is not heard)




IVY "I've Got A Feeling" & SCOUT "I'll Take You There" (Felicity Soundtrack)

SARAH MCLACHLAN "I Will Remember You" (Mirrorball)

SQUEEZE "Tempted" (Reality Bites Soundtrack)

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