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Swoon-worthy lines of Ben... introspective lines of Felicity... witty remarks of Noel... bitchy comments of Meghan... they're all here!

b e n


"Iíd like to think that people take a good look at me before they make up their mindsÖ Heís this guy, he doesnít know what he wants to be yet, and he doesnít have a major yet, heís got his dad as this dark character Ö has a drinking problem.

Iím not really selling myself here, am I? ... Look I understand why you guys needed to see Felicity with someone like NoelÖ I mean, heís obviously gonna make it. And probably long before, I mean, I figure out what I Ďm gonna be in my life. But I always remember this one thing my teacher said, which was, all these people she knew they had no idea what they were gonna do with their lives when they were twenty. So, chances are, Im gonna turn out to be a pretty interesting guy.

Look, for some reason, Felicity cares about me. AndÖ on a good day, I feel like I might become everything she sees in me. It is because of that and itís because of about a million other reasons that she means pretty much the world to me. But not as much as Iíve ever said at one time in my entire life so, Iím just gonna stop."

- Ben's "The Big Mom Speech" to Felicity's mom who doesn't seem to like him for her daughter


Ben: "I have made a lot of mistakes and no one knows that more than you. But the biggest mistake I ever made was letting you go. (Felicity looks shocked.) But what I should have done was realize that being with you made me the luckiest guy on the planet, what I should have done is give you respect. I should have done a lot of things that I didn't do. I didn't do them because I was afraid, I was scared."

Felicity: "Ben, I'm on a date right now. So..."

Ben: (interrupting) "Please just...just let me finish. You and I should be together. (Felicity looks like she doesn't know if she should believe him.) And the reason why I'm saying this now, the reason why I'm not waiting is because I don't want to risk losing you again. The only difference now is that this time, you're the one who's afraid."

Felicity: "I'm afraid."

Ben: "Yes. Because you don't trust me anymore."

Ben: "Felicity, I will do whatever it takes... the only thing that I'm afraid of now is that you're not willing to take a chance too."

Felicity: (frustrated) "Ben, you can't do this."

Ben: (genuinely) "I can't do what?"

Felicity: "Just show up and make these little speeches. It's not how it works, OK? You did the exact same thing last year."

Ben: "No, it's not what I did last year . It's the same thing I did at all."

Felicity: "It's exactly the same thing. I was leaving to go with Noel and you just show up, and make these overtures. I mean, this is how you operate!"

Ben: "It's not how I operate: It's how I feel about you."

Felicity: "No, it's this thing you do. This pattern, you know? It's not about me, it's about the chase!"

Ben: "That's not true! It's not!"

Felicity: "It is true. That's all this is!"


FELICITY: (pissed) "How could you write that in my yearbook?!"

BEN: (very confused) "What?"

FELICITY: (recites) "I've watched you for four years, always wondered what you were like." You wrote those words to me! Even the slightest behavior means something. That's so obvious. It's like physics...nothing happens without an effect."

BEN: "Well, I never took physics."

FELICITY: "No, don't say you *never* took physics. Because that's what you do. You--you play innocent, and you're charismatic, and you smile, and you get away with it, and you made me fall for you! And this is what's not fair. You knew it, and you liked it."

BEN: "What? Do I like that fact that you like me? Yes, of course, I do."

Felicity: "When I told you I came here, you said you were flattered. "

BEN: "Flattered? No, it was awkward. I revealed a little of myself in your yearbook, and you change your college plans. I mean, what the hell are we talking about here? "

FELICITY: "I know you better then you think I do."

BEN: "Oh, you do?!"

FELICITY: "Yes. I know all about your brother."

BEN: "What?"

FELICITY: "I read your application essay!"

BEN: "You read my essay?"

FELICITY: "Yes! I've done one questionably immoral thing in 17 years -- "

BEN: (enraged) "No! No! Wait a second! How did you read my essay? "

FELICITY: "How could you lead me on? You made me fall in love with you! "

BEN: "You know what!? You're acting crazy! All I did was be nice to you. I never asked you to come here, that was *your* choice, not mine! How can you think you're in love with me? You don't even know me!"


"Not everything has a big meaning, okay?! Yeah, we had a nice moment the other night... So what?! It doesn't mean anything."

- Ben telling Felicity off


Rigofski:"You rewrote Ben's paper?"

Felicity: "Yes, sir."

Rigofski: "Without him asking you too?"

Felicity: "That's right."

Rigofski: "Do you mind me asking why?"

Ben: "Because I'm stupid!" (Everyone looks at Ben. He gets up and grabs his jacket.)

Ben: "Obviously, that's the answer, all right. She read my paper, it wasn't good enough. So Ben Covington's an idiot. That's the lesson for today."



" I don't want her help! This is amazing! All I want -- if you're curious -- is for her to leave me alone, all right. I can take care of this myself."

- Ben explaining to Noel how he doesn't want Felicity's help


Ben: "Ok, then, I'll just jump in. I--I came here today because I wanted to apologize. And I wanted you to know that you were right. I did push you away. For some stupid reason...I have a hard time letting...people... whatever... (exhales) Especially people who make me nervous."

Felicity: "I don't make you nervous."

Ben laughs.

Ben: "Yeah, you do. Anyway, that's just a fact, it's part of who I am. So, (takes out a box) here."

Felicity looks at him, then opens it. It's a silver necklace.


BEN: "The only reason that is an issue is because in that moment, we did not kiss. So it's like this, like this big unanswered question."
FELICITY: "Well, yeah. I think you're exactly right."

Pause. Abruptly, Ben gets up, knocking over his chair, leans over the table and kisses Felicity gently. More kissing. Felicity brings her hands up to Ben's face. More kissing. Slowly, Ben pulls away, staring at Felicity. Felicity stares back, shocked.


SEAN: "Milkless cereal! There's milk baked into every 'O'. So you just add water, and the water hydrates the evaporated milk, and what do you have?"
BEN: "A really disgusting breakfast?"


BEN: (sighs) "She cheated on me."

MR. COVINGTON: "Oh, I'm sorry. But you still love her?"

BEN: "Yeah, I do."

MR. COVINGTON: "But you think she might do it again?"

BEN:" No."

MR. COVINGTON: "You know, pride is a stupid reason not to see someone."

BEN: "It's not that."

MR. COVINGTON: "Then what is it."

BEN: "I honestly don't know."

MR. COVINGTON: "You know, I have been lying in this bed week after week after week, and I've had a lot of time to think about things. Mistakes that I have made."

BEN: "Dad..."

MR. COVINGTON: "Ben, listen to me. Loving someone. It's the only thing that really matters. It's the only thing."


FELICITY: "What're you doing here?"

BEN: "I thought you'd still be here."

FELICITY: "My flight was delayed."

BEN: "You asked me last night why I stopped by. It's because I miss you. (Felicity is a little thrown, but in a good way) I wanna start over."

They kiss urgently, then hug tightly, and kiss again. They pull apart slightly.

BEN: "You're not gonna leave, are you?"

FELICITY: (laughing) "No, I'm not gonna leave!"


FELICITY: "Yeah. Um, I kinda wanted to talk to you about what happened the other night."

BEN: "Oh, don't worry about it."

FELICITY: "Oh. Really?"

BEN: "It's fine."


BEN: "I mean, at first I was pretty pissed about the whole thing, but now it's okay. (smiles) I get it."

FELICITY: "You get what?"

BEN: (grins) "That you're not over me."

FELICITY: "What is that supposed to mean?"

BEN: (still grinning) "It just seems pretty clear that you still want me."

FELICITY: "Ben, seriously, I mean, I'm with Noel now."

BEN: (smug) "Is that why you were all over me a week after you two got together? C'mon, obviously you know you made a mistake, you just can't admit it yet."

FELICITY: "First of all, I was not "all over you." And second, I mean-"

BEN: "Yeah?"

FELICITY: (at a loss for words) "I may have been a little, you know, I was having kind of a confusing time last week."

BEN: (looks back at his work) "Yes it must be very confusing trying to fight all these feelings."

FELICITY: "I'm not fighting any feelings."

BEN: "Okay, denying them, whatever. Eventually you're gonna realize that you want me back, and I hope, for your sake, that when you do, it's not too late."

FELICITY: "I'm gonna go find another lab partner."

BEN: "Yeah, good luck with that."


BEN: "I shouldn't have said what I said, just come back to the table, okay?"

FELICITY: "Why, so you can torture me some more?"

BEN: "Are you serious? You think this is torture? Try coming back from a long summer, having one lousy day and finding out your girlfriend slept with your roomate, that's torture."


"Think about it. Everything that's happened doesn't need to happen anymore. We can do senior year all over again. We can do it right. Maybe... Maybe you didn't come back for Noel. Maybe you came back for us."

- Ben telling Felicity the purpose he sees in her time travelling


BEN: "What?"

FELICITY: (voice shaking a little) "I'm just afraid to go to sleep. I mean I don't know what's gonna happen when I wake up. I could still be here, and then Noel would still be dead. (she takes a deep breath, her voice steadies a little) Or I could wake up in the future and you won't be next to me."

BEN: "If that happens, will you forgive me?"

FELICITY: (near tears) "I'll try but what if I don't remember this?"

BEN: "Alright, listen to me. I want you to remember this moment. I don't know what's gonna happen in the future, but I am sorry for what I did. It was stupid, and immature, and it was unforgivable. But you have to find a way to forgive me. I don't know how... but you have to. Because I don't wanna live my life without you."

* sigh *

f e l i c i t y

"Sometimes it's the smallest decisions that can pretty much change your life forever."


"Am I doomed to be just in love with him and ultimately, I think, be significantly hurt?"

- Felicity talking about Ben


"Uhm. I just want to preface this by saying that I don't want you to feel weird about anything I'm about to say at all."

- Felicity about to say to Ben that she likes him


"The first big decision I made turned out to be stupid... embarrassing."


"Have you ever felt that there's no solace in everything and wherever you turn you're just lost?"


"I really appreciate you not telling me I told you so."

- Felicity to Noel


"I feel physically and emotionally revolting... Goodbye!"

- Felicity gets mad at Noel


FELICITY: "You know what? You are nothing but a selfish, offensive freak show, and I am sick of everything about you."
MEGHAN: "You mad at me or something?"


"How about you not making me feel worse than I already do?"

- Felicity to Noel


"Maybe getting over someone youíre in love with isnít impossible. Unless, maybe you donít actually get over it. Maybe you just learn to live with it."

"The hardest part about moving forward is not looking back."


"The last thing I ever wanted to do was to make you feel anything less then amazing."

- Felicity to Ben (explaining why she re-wrote his paper)


BEN: "I just can't stop thinking if this is the best case scenario or if my mom goes through with it and they're both okay, what's the guarantee, how do I know he's not gonna do it again."

FELICITY: "Do what?"

BEN: "Treat her the way he used to. She's gonna literally give him a part of herself and it could all be for nothing. I mean, how could I know that's not gonna happen?"

FELICITY: "You don't. You just don't. I think maybe you have to take a leap of faith. I mean, that's what love is. Risking a part of yourself."

FELICITY: "You know what? Maybe this whole (waves her hand) self confidence act had it's appeal freshman year, but now it's just sort of pathetic."

BEN: "Yeah, I can see I've had zero effect on you."

FELICITY: "And for the record, kissing you was about as exciting as kissing my arm."

n o e l

"I have feelings for you... It's all-natural and unromantic as hell."

- Noel to Felicity


"Just so you'd know,ummm... you're really beginning to get on my nerves."

- Noel to Elena


Elena: "Fine! I'll leave you to wallow in your self-pity!"
Noel: "I'm not wallowing!... Okay, alright, fine... so maybe I'm wallowing. But a good wallow never hurt anybody."

Felicity straddles Noel, pinning him to the bed. She pulls out a condom out of her top and hands it to him.
She starts to unbuckle his belt.
NOEL: "Hold on! Hold on!"
FELICITY: "What's wrong?"
NOEL: "Um, I was just thinking that maybe we should slow down just a little, you know. Let me catch my breath, and not feel like this is being nationally televised, ok?"

"I cannot believe I just did that! I can't believe I just talked myself out of having sex with you! What am I, insane?!... Can we still have sex?"

- Noel to Felicity


"Seriously. H-how is this comfortable?"

- Noel holding up one of Elena's thongs


Ben: "I told her she should abandon you."
Noel: "You told her that?! That's really nice of you."


Noel: "All right, just for the record: you've never been weirder."
Felicity: "I know."


NOEL:"What does that mean, it wasn't supposed to happen?"

FELICITY: "You haven't seen her (Hannah) since what, freshman year and all of a sudden, she's right there! Like... where'd she come from!"

NOEL: "She didn't come from anywhere-- you were with me-- we ran into her on the street."

FELICITY: "Nonono... I know that, I just... I wasn't expecting her."


HANNAH: Seeing you, it's just like home. We have this history..."

NOEL: "Yeah. We do.

HANNAH: "I think about you a lot."

NOEL: "I think about you too." (very long pause...) "Wow, I should go."


NOEL: "Well, what do I mean? I mean everything's been weird! Like the way we got together thing was weird. And the way you've been acting, that's weird too!!"

FELICITY: "Why, how've I been acting?"

NOEL: "Like you're in a race, like your head's about to explode! I mean, it's just, it's freaky."

FELICITY: "I'm freaking you out?"

NOEL: "Yeah, a little. You're freaking me out!"

FELICITY: "Okay, Noel, I will stop freaking you out."

NOEL: "No, see, the way you said that, it still freaked me out!"


NOEL: "Well, you're still freaking me out."

FELICITY: "Well, I promise I'll stop."


FELICITY: "Noel, I just wanna give us a chance! To be together! To see if this works. And we've only had a week together. A week, and then Hannah shows up!"

NOEL: "Yes! We've only had a week. Because the week before that, you were in love with Ben! And the three years before that! Do you realize how many times I've waited for you to decide who you wanna be with?"

"Is that morse code? What're you doing?"

- Noel, regarding Felicity's excessive pencil-tapping


NOEL: "The thing is, I've always wanted to live somewhere with you. Ever since I met you. (Pause. Felicity smiles) But I realized tonight that's not gonna happen."

FELICITY: "What do you mean?"

NOEL: "It's okay, I guess, you know, because it's just a fact. But I'll never inhabit you the way that Ben does."

FELICITY: "Noel, that is not true."

NOEL: "Whatever he did to make you break up with him, it wasn't enough. You will never be over Ben."

m e g h a n

Felicity and Noel continue to kiss. Meghan "ahem"s. They quickly pull apart.
MEGHAN: "Oh, no, don't stop on my account, I've seen this whole domination/submission thing before."
They sit up hurriedly (think "Boggled").

MEGHAN: (going into her room) "Whatever. I don't judge, but only because I don't care."


MEGHAN: "Man, I had you pegged as this uptight, no-fun, like, follow the rules, kiss-ass bore."

FELICITY: "Well, actually that's much closer to my personality--"

MEGHAN: "You and the RA! You just went up. Like, a notch."


SEAN: "What's it like living with Felicity? "
MEGHAN: "It's like living with a TV that's always playing 'Little House On The Prairie'. Only with more sweaters."


FELICITY: "You're right, maybe I should go. Meghan! All this time-space continum stuff you're talking about. Does this mean you actually believe me?"
MEGHAN: "What, that you actually traveled back from the future? No. I might be weird, but I'm not a freak show."


SEAN: "So... okay the truth is that... I'm in a ... I'm in a financial bind.

MEGHAN: "How much?"

SEAN: "And they had to remove--reposess a lot of furniture."

MEGHAN: "How much?"

SEAN: "Fifty thousand dollars."

MEGHAN: "Fifty thousand dollars?!"

SEAN: "Okay that was not the response I was looking for."

MEGHAN: "Fifty thousand dollars! I don't even know how to spend fifty thousand dollars.!"

SEAN: "Okay you know what? Stop saying fifty thousand dollars! Okay? I know the number, it's in my head."

MEGHAN: "When were you planning on telling me about this? I mean, were you hoping I'd go blind and not notice that there was no furnature in the apartment?"


MEGHAN: "I don't understand."

SEAN: "Exactly! You don't understand."

MEGHAN: "Oh, now you're mad at me?"

SEAN: "I just don't think that you even wanna understand."

MEGHAN: "You know what I want? I wanna sit down. But there are no chairs here. So I'm gonna go to my apartment, where there are chairs. Why don't you call me when you stop being such a jerk."


FELICITY: "I can't believe I've come this far and all I'm doing is freaking him out!"

MEGHAN: (reading a magazine) "You're a time traveler, what'd you expect."


SEAN: "Hey, Meghan. Meghan. Look, I'm really sorry. I am. Really. I just have to see where this thing goes."
MEGHAN: (points to her face) "See this? This is me not caring. Couldn't be more over you. (walks to the door) Oh, here's your keys. (she throws them at him) Why don't you give them to Julie? Not that you two have a chance in hell."


RANDOM GUY: "Hey. Is this seat taken?"

MEGHAN: "Are you kidding? Are you gonna follow up that gem with "come here often?" Get the hell out of here."


MEGHAN: "You locked her up?!"

NOEL: "Okay, what would you have done?"

MEGHAN: "I dunno, something crazy like support her! Be her friend! Which is exactly what I did. I mean, she's not hurting anybody!"

BEN: "Meghan, she was dripping her own blood into a boiling pot."

MEGHAN: "That's part of a spell you idiot!!!"

NOEL: "Exactly! Felicity's doing spells. That's bizarre behavior, it's one of the criteria for psychosis."

MEGHAN: "Oh my god! This is like the Salem witch trials I'm surprised you guys didn't just burn her at the stake."

Meghan heads for the door. Noel sighs.

BEN: "Meghan, we were just trying to help her."

MEGHAN: "Some help. Hey, do me a favor. If the next time you see me I'm not smiling, try not to hospitalize me for depression."


"Do you think the only guys I can get are one-balled losers?"

- Meghan to Sean, when he disses Meghan's new boyfriend


"Boy, that Ben. He's a sucker for a damsel in distress."

- Meghan on Ben

s a l l y

"On one hand, expectations can inspire you, but then again, they can really let you down."

"Sometimes bad things just happen -- no reason, no purpose. They just occur and we're left to pick up the pieces the best we can."

"If equal affection cannot be, let the more loving one be me."

"I've become a real believer in not defining every single thing. Seems like everytime you think you've figured out what something is, it just becomes something else."

"Sometimes, in a relationship, going through hell isn't so bad if you come out of it a little bit stronger."

"I'm just saying, you know, you can't know, who that person is, the person who will become your ultimate confidant, your soulmate, or your lover. He maybe that guy you had your eye on for years, or he might be that guy standing next to you in torn jeans buying some part of his motorcycle. Whoever it is, he starts off as a stranger, so....could be anyone."

"Love is complicated -- full of sacrifice and compromise. But maybe thatís the best part."

o t h e r s

Elena: "Noel!!! You're giving me a speech!"


Ben:"He's lying."
Molly: "I have to believe in him because I love him."


Javier: "I canít tell you how much it means to me that she realized how difficult it is -- our situation...Samuel and me. You know, youíd be surprised, you know, a lot of people disapprove. But Felicity. No. She believes in love. You know, I also want to thank you. I know itís not easy to be on the flipper side, of that kind of marriage, you know? Itís so good to support the people you love."

Noel: "Actually, I havenít, uh, I havenít been that supportive."

Javier: "Oh, really, well. Hmmm...Well then, no muffins for you."


"I know about you and the resident advisor...Don't try to deny it. You just went whiter then usual."

- Elena to Felicity


NOEL: "And Julie's um, I mean she's interested?"

SEAN: "I don't know, I mean when she writes to me she says that she really wishes she had someone just like me in her life, so..."

NOEL: "Of course she does, Sean, everyone wants someone just like you in their life, you're great. You're smart, you're funny..."

SEAN: "You're scaring me."

NOEL:"...You dress well... sorry."


JAVIER: "Oh it's the breakup box isn't it."

ELENA: "Oh, yeah. I haven't seen Tracy since we decided to call off the wedding, I thought he should at least have his stuff."

JAVIER: "That's the saddest part, it's like a little grave for your love. So, I was wondering if I could ask you a favor. And if this is a bad time because you are in a heartbreak hotel, I understand."

SEAN: "You know what? Have fun with your fake boyfriend, okay? I hope you guys get married, have a couple of imaginary kids and live in Never Never Land."

MEGHAN: "I hope so too then I'll be far away from you."

SEAN: "Not far enough for me."


KORSEKOV: "The guy let you vomit on him, of course he had feelings for you."
FELICITY: (smiles) "Well, actually I had feelings for him too."