Felicity confesses to Sally in her audio letter that she's a butt-in-ski - a person giving to butting in - a trouble maker. She says she doesn't mean to be. It's sort of ruined her whole life - rewriting Ben's essay. He's still angry with her and she's pretty sure he's never going to forgive her.
Elena is talking on the phone when there's a knock at her door. It's Blair. He's brought over a jazz record album that she's been searching for along with a used record player. She tells him she can't take it because she's not sure if she's staying there. He asks what she means. Elena tells him she'll talk to him later.
Felicity,Julie, and Elena are eating in the cafeteria. Zack comes over and tells Julie his film has been chosen to present to a successful alumnus of the university who works for an agency. He asks Julie to compose music with her acoustic guitar for few scenes. He tells her he'll pay her if it takes more than 3 hours. Julie agrees to do it and tells him he doesn't have to pay her. She tells Zack she's proud of him. They kiss. He tells her he'll call her later. Felicity smiles. Julie says she knows 'public kissing is like a statement.' Elena asks if Julie and zack have had sex yet. Julie says they haven't. She tells them she likes him. Julie notices Felicity looking at Ben across the room. She asks what's going on. Felicity says they're not talking. She excuses herself and goes over to Ben. She asks him whether or not he's talking to her. He says he's talking to her right now. Felicity invites him to sit with them. Ben tells her he's taking his food to go.
Felicity tells Noel she doesn't know what to do. She says if what she did destroyed what ever hope there was of she and Ben being anything she'll have to live with it. She says that before the 'paper thing' happened they were getting closer - there was this actual, real friendship. Now Ben won't even have a conversation with her. Noel tells her that's too bad. He attempts to tell Felicity that he has to draw the line. Instead, he says he has to draw a comparison to her situation and a friend's situation. He advises Felicity to go to Ben's apartment and telll him she left something of hers there. While she's looking for 'it' she can have a conversation with him. Felicity hugs Noel and tells him he's such a good friend.
Felicity enters her room. Meagan asks if she's touched her box - if she's opened it. Felicity wasn't even aware that Meagan had a box. She tells her she's never seen it. Meagan asks how her box moved. Felicity asks Meagan if she's asked the box. Meagan declares her right to privacy. Felicity tells wonders why their room is even a double - it's large enough to be two separate rooms and there are two doors. She tells Meagan there wouldn't be a privacy issue if there were a wall. Meagan tells Felicity she's taking her box with her. Felicity tells her to please take her box.
Felicity goes to Ben's apartment. She tells him she left her blue notebook the last time she was there. Ben searches for the notebook. Felicity asks if he's going to be mad at her forever. He says he's not mad at her - he's nothing. She tells him she may have left the notebook in Julie's room. He tells her if he finds it he'll bring it to class.
Felicity goes to talk to Noel. He's working on his webpage - noelcrane.com. She tells Noel of how she went to Ben's apartment and told him she'd left her notebook. She's pretty sure he knew she was lying. Noel interrupts her and tells her he's drawing the line - he doesn't want to hear about her and Ben anymore and he's not going to be her girlfriend. Felicity jokingly asks if he was ever going to be her girlfriend. Noel says he doesn't want to be the guy she comes to talk to about that other guy. He says it bugs the hell out of him and that's why he's drawing the line. Felicity gets up to leave. He tells her she doesn't have to leave. She says she knows - she just doesn't want to cross the line. She tells him she'll talk to him later - just not about Ben.
Felicity stops by to talk to Julie,but she's leaving to go look at the scenes in Zack's film that she'll be writing music for. Felicity comments that Julie is so happy and how much she and Zack really like one another. She admits that she's jealous - in the best way. She's happy for Julie. Julie tells Felcity that she's still her best friend.
Blair sees Elena go inside the financial services office.
Felicity knocks on Elena's door. Blair comes along and tells her Elena isn't there - he just saw her at the financial aid office. He leaves a note on the door. He tells Felicity that Elena is always shutting him down. The harder he tries - the worse it gets. He asks Felicity if she ever gets that from Elena. She answers 'no', but that she's getting that a little with Ben. Felicity and Blair go to the cafeteria. He tells her he thinks he's pretty nice. Felicity says she thinks he's pretty nice too. He says he's not the worse looking guy. Felicity tells him he should be a model. He tells her she's smart and beautiful - if Ben is turning her down - he's out of his mind. He asks,'what's wrong with these people?' Felicity tells Blair he can't take everything Elena does so personally. He tells her she does it with Ben. Felicity tells Blair not to worry about Elena. Working in the admissions office she's noticed lots of students have financial trouble. She suggests maybe they've misplaced some of her paperwork. Blair asks Felicity to find out what exactly is going on by reading Elena's file. Felicity says that would be crossing the line and she doesn't want to be a butt-in-ski. Blair asks her if she'll do it.
Felicity is asleep. Meagan storms into the room and accuses Felicity of touching,looking into, or shaking her box. Felicity wonders what's in the box - naked photos or drugs - because Meagan is asking about it every five minutes.'
Felicity storms into Noel's room. She wakes him. She tells him this line he's drawn is totally unacceptable. She asks who is he to draw a line. He asks if she's going to force him to talk about Ben. Felicity asks if he's happy with a conditional friendship - setting boundaries on a conversation. She asks if it's because of his 'feelings' for her. He says he's happy to be friends with her as long as it's not all about Ben. She asks what ever happened to his girlfriend, Hannah. He says it's complicated. He realizes he and Felicity are not even remotely dating, but he can't help his 'feelings' for her. She asks how can he insist he's fine being just her friend and then turning around and having all of these 'feelings.' Noel asks Felicity how is what he's doing to her different from what she's doing to Ben. One nite they're fine - friends and then the next minute she's doing Ben's homework and following him around like some love sick school girl. Felicity tells Noel maybe she is a love sick school girl.
Ben and Blair are helping Sean test out a table top game he's created. Ben asks Blair if he's talked to Elena. Blair tells him he hasn't, but Felicity is helping him out with it. Ben comments,'oh, terrific.' Blair asks Ben what his problem is with Felicity. He tells Blair she's trouble. Blair tells Ben he may think she's trouble - she might even be trouble, but she has a good heart and he likes her.
Julie plays her guitar and lets Zack hear songs she's written for various scenes in his film. He thinks they're 'fantastic.' He kisses her and they begin to make out. He puts his hand under her shirt and she removes it telling him they should go slow. He says 'okay.'
Blair stops by to see Elena. She tells him her dad forgot to pay her tuition and is now having second thoughts about where he wants her to go to college. Blair tells her he knows her scholarship didn't come through and her dad doesn't make enough money to help, but just enough so that she doesn't qualify for most financial aid. He gives her some info about a private scholarship that Felcity found for a black female med student from New York or New Jersey attending a school in New York. She asks who told him. He tells Elena Felicity did - as a favor because she wouldn't tell him anything.
Noel visits Felicity at her new job at the cafe. He tells her he's redrawing the line and that she can talk about Ben as long as it's not about having sex with Ben. She tells him he sounds ridiculous and now she has to draw the line. Elena storms in telling Felicity she doesn't want a scholarship based on her race or lack of money. She says the scholarship she was awarded was based on merit and she'd rather leave before she takes money given because of her race. She says the private highschool she went to paid for her to go because she was a poor black girl.
Later, Noel goes to Elena's room. He tells her he received a scholarship from his highschool and he's received grants and he's taken out loans to pay for school. He advises her to take advantage of the scholarship. He says he'll never be judged by how he gets through college, but he might be judged if he didn't go at all. He tells her he won't pretend that he's been through the same thing as her,but if there were a scholarship for white Irish-Catholic kids with preppy clothes - he'd grab it - no humility -no shame.
Elena listens to the jazz album on the record player given to her by Blair. She retrieves the scholarship info from the waste basket and reviews it. The next day she tells Felicity she decided it was pretty stupid to turn down something without finding out what it was all about. She tells Felicity she called the woman offering the scholarship. She was the first black woman to graduate med school in New York. She offered Elena full scholarship - no terms. They agreed that when Elena becomes a doctor she'll make the same offer to someone else. Elena thanks Felicity for her help.
Ben tells Felicity that Blair told him what she did for Elena. He tells her it was really cool. They sit down together at a table in the cafeteria.
Felicity stops by to see Julie because she wasn't in class. Julie asks Felicity to return the brown sweater she loaned her. She seems angry. Felicity asks for her cd back so they won't owe one another anything. Felicity notices Julie's bare mattress and sheets in the waste basket. She asks what's going on. Julie tells her she and Zack came back to her room last nite. Felicity asks if she slept with Zack. Julie says he was pretty aggressive. She says he just fell asleep when he was finished. Felicity asks if she wanted to have sex with Zack. Julie answers 'No.' She asks Julie if she told Zack that. Julie nods her head 'yes.'
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