Felicity and David are in her dorm room. She tells him she thinks her parents are upset that she's decided she's not going home for Thanksgiving. She told them she has too much school work. David asks her if she really has a lot of work to do. Felicity says she doesn't - she only knows that she's not going home. David tells her the can hang out at his place with a couple of frozen turkey dinners. Felicity tells him that she's having dinner at Elena and Noel's place. She invites him to come along and invites his mother, professor Sherman, so she doesn't have to spend the holiday alone. Felicity sticks a post-it note on the outside of the door as a privacy signal to Meghan. They kiss and begin to unbutton one another's clothing. Meghan bursts in the room. Felicity yells at her for ignoring the post-it. Meghan says she wanted to tell her about what she saw in the lobby, but since Felicity's being a bitch she'll let her find out for herself. There's a knock at the door. It's Felicity's parents. They've come to spend Thanksgiving with her.

Noel is not so thrilled that Felicity has invited their professor to dinner at his place. He thinks that teachers and students lives should remain separate.

Felicity has lunch with her parents. They're upset that Felicity never told them that she dropped pre-med to pursue art, that she cut her hair, and that she's dating an older man (grad student, David). Felicity feels it isn't their place to decide what she does.

Felicity tells David she'll understand if he thinks her parents are annoying. David says he actually likes her parents - how could he not like them - they're a part of the person he's falling in love with. Felicity's doesn't know what to say. David is more serious than she thought. She's also weirded out that David and her parents get along and really seem to like one another. Felicity tells Elena about David and says she wants to talk to him and tell him the truth. She feels like she's led him on. Elena begs her not to do it at her place tonight at dinner.

Felicity and Elena go to the grocery store to pick up a few last minute items while Noel gets puts finishing touches on the table and awaits the arrival of their guests. Professor Sherman arrives first with loads of bags. Feliicty's parents arrive. Felicity and Elena arrive shortly after. Meghan shows up. Felicity's mother neglected to inform Felicity beforehand that she'd invited Meghan to dinner. David show's up last apologizing about some pumpkin pie drama that caused him to be late. Professor Sherman whips up a pretty potent holiday punch. Noel and Meghan drimk up and watch the guests , waiting for something to happen. They can't believe there have been no fights with Felicity, her boyfriend and both their parents there.

David tells Felicity that he knows he came on a little strong last night, but he was only expressing his true feelings. He tells her they can discuss it later.

Noel starts to get that spinning room effect after drinking quite a bit of the punch. He goes to his room to rest on his bed. With drink in hand,Felicity goes to Noel's room at first unaware that he's there. She sits on the edge of the bed. They reminisce about last year's Thanksgiving dinner. Felicity says it seems like only yesterday. Noel says it's funny - it seems like a million years away. He leans over and kisses her. Professor Sherman walks in. Before they know it, everyone is in Noel's bedroom. Professor Sherman tells Felicity David's been hurt enough this year and she should be ashamed of herself. Felicity's parents tell her not to speak to their daughter that way. Felicity asks everyone to leave the room so that she and David can talk. She apologizes to David. He says he thought she said she was over Noel. She tells him that she is. He says it doesn't act like she 's over him and he wishes she'd told him how she really feels about him before he mad a fool of himself. Felicity says she thought they both felt the same way - that they were casual - no pressure. She explains that she just broke up with Ben two months ago and she really doesn't need a serious relationship right now.

Meanwhile, Ben, Julie and Sean are working at a benefit at Dean & Deluca put together by Maggie's husband. Ben is very uncomfortable being in the same room with Maggie and her husband. Maggie announces to her husband that she's been sleeping with Ben. She tells him he's not the only one allowed to cheat. Ben is overwhelmed - in the mist of Maggie's marital problems. Later Sean tells Ben that it's good for everyone to get their heart broken once. Ben denies that he's heart broken. Julie says that maybe he'll learn something from this experience.

Felicity apologizes to her parents for the night's events. Her mother asks what will happen between her and Noel. Felicity says she doesn't know.