A businesslike blonde (played by Alexandra Wentworth) paces in front of a group of Dean & Deluca employees, giving them instructions on how to fill out their employee evaluations. Felicity raises her hand and tells the blonde -- Abby -- that Javier already filled out employee evaluations for each of them. Abby brusquely says she knows that, but Javier's remarks (which were things like "a real cutie patootie") are hard to quantify. Abby's instructions are interrupted by a woman walking in and asking to use the phone. Phone Woman takes off her hooded jacket to reveal that she is none other than Hannah. Felicity calls out to her, and they say hello. Hannah is surprised to see Felicity working there. Abby interrupts their reunion, but Felicity ignores her. Felicity asks Hannah why she's in New York. Hannah says she's moved to New York to attend the conservatory. Is there only one in New York? Felicity asks if Noel knows, and Hannah says that she was planning on getting settled before telling him. Hannah asks how Noel's doing, and Felicity hesitantly replies, "He's doing great, actually." Hannah is glad. Felicity is not so glad to see Noel's ex-girlfriend.
Felicity marches down the hall and knocks on Noel's door. Noel answers the door while talking on the phone. Felicity thinks she has the big news about Hannah, but it turns out that Noel is already talking to Hannah on the phone. Noel makes plans to get together with Hannah that night, to Felicity's consternation. Noel is shocked that the girl he went out with for two years -- and whom he hasn't seen since Thanksgiving -- moved to New York two months ago and has been living five minutes away from him. Felicity is still upset about their evening plans. Felicity says that she only invited Hannah along because she was overcompensating to prove that she didn't have a problem with Hannah being there. Noel asks if she does have a problem with it. Felicity asks if she should have a problem. Noel asks if she does have a problem. I have a problem. It starts with N and it ends with -oel, and Felicity needs to break up with him so I can start recapping Felicity and Ben scenes soon. Felicity thinks that Noel seems nervous. Noel thinks that the whole situation is weird, but then tries to convince Felicity that it's not. Neither of them is convinced.
Elena and Felicity sit down to a meal in the cafeteria. Elena remembers that Felicity is hanging out with "[her] best friend, Hannah" tonight. Felicity says that she's fine with Hannah. Elena offers to hand in Felicity's proposal to McGrath for Felicity so that she can keep an eye on her man. I know Elena has trust issues because of Blair, but come on. Elena notices Simon Rex across the room, and comments that she'd like to keep an eye on him. Felicity admits that she knows him. Elena gets nervous because Simon Rex is coming over, and makes Felicity promise to introduce her. Simon arrives, and Felicity makes the introductions. He sits down and asks why Felicity hasn't been back to the studio. Felicity says that she's been drawing in her room. Simon says she left some of her sketches in the studio, and he stuck them in her drawer. She promises to stop by and get her sketches, and there are lots of awkward pauses, and then Simon Rex leaves. Elena tells Felicity she should go pick up the sketches and Felicity shoots her a look.
Julie's playing the guitar in the loft, and that's all I have to say about that. Sean tells her that the song she's working on is nice, sad, and pretty. Ben bursts into the loft with Lynn and some other guys, and makes introductions. Lynn grabs Julie's guitar and starts playing it, and messes up the tuning. Julie grabs it back from him and walks off, which Ben notices. Ben checks with Sean to see if he minds if they hang out there. Sean offers the guys some of his new breakfast cereal. Ben asks Julie if she's taking off, and she says she was working on a song. Ben offers to leave her alone, but Julie says she's going to leave. In the background, the guys are pronouncing Sean's cereal "nasty." Hee.
Noel, Felicity, Hannah, and Julie hang out at Epstein Bar. Hannah is telling a dumb story about getting lost on the subway. They argue about subway lines. Hannah brings up some incident from her past with Noel, and neither of them notices Felicity's and Julie's discomfort. Lynn comes over and serves them drinks. Julie asks if he's seen Ben, and Lynn says Ben is at the dartboard, losing money. Felicity excuses herself, and Lynn points out the bathroom, even though she didn't ask. Julie finds Ben and tells him to come back to the table. Ben says that he will shortly. Felicity stands across the room and watches Noel and Hannah talking; she looks upset. Julie asks what she's doing. Felicity admits that she's "blatantly spying." Hannah and Noel laugh together. Julie asks if Felicity is worried about Hannah. Felicity says that she's not, and then admits that she is, a little bit. Felicity tells Julie that things didn't work out between Hannah and the guy she was dating in Chicago, and then complains that Hannah totally knew Felicity worked at Dean & Deluca, because Javier was at the Thanksgiving party. Felicity thinks that Hannah just pretended to run into her. Julie asks why Hannah would do that. Felicity thinks Hannah just wanted to scope things out, but then she realizes how that sounds and apologizes. Julie says that Felicity is just acting like a girlfriend. A girlfriend who doesn't trust her boyfriend, maybe.
Back at the table, Hannah says that she has to get some practice in that night, and Noel offers to walk her out. They get up. Did Noel even tell Felicity he was leaving? Out on the street, Hannah tells Noel that she's supposed to be writing a fugue, and then explains what that means. Noel clearly has no idea what she's talking about, and he hails a cab. Hannah asks Noel if he could listen to what she has so far, and help her out, like he used to. She emphasizes the "like [he] used to" part, and hands Noel a tape. Noel agrees to help. Hannah gets into the cab, and they kiss goodbye -- and not a little peck, either. Noel looks guilty. Hannah looks smug.
Felicity serves Noel a coffee and starts bitching that McGrath didn't say anything about her proposal. Noel looks like he's about to explode, but Felicity doesn't notice. Abby calls Felicity over. Felicity whispers to Noel that he has to watch how Abby talks to Felicity, because Abby doesn't look at her. Felicity reports to Abby, who totally doesn't look at her while she talks. Felicity admits that Noel is her boyfriend, so Abby asks to speak to her off to the side. Abby tells Felicity that she has to avoid "extended social moments," and that it's something they "all need to be conscious of." She asks if Felicity understands that word. Felicity asks if she means "conscious." Abby says that it means aware. Felicity promises to try, and they part ways. Felicity walks back to Noel and asks if he can believe how rude Abby was. Noel blurts, "Hannah kissed me." Noel shows Felicity the tape and explains what happened. Felicity looks stunned and then sits down at the table and asks why he didn't tell her last night. Noel says that it didn't mean anything, and that he didn't kiss Hannah back. Felicity says that he might be telling her because he's conflicted, and by telling her, it will quash those feelings. Noel doesn't think that's it. Felicity asks how long the kiss was. These are details that Felicity does not need to know. Noel actually goes to demonstrate by kissing Felicity, which is such a monumentally bad idea that I can't even get into it. Felicity thinks the kiss was kind of long. Noel says it was shorter than that, and adds that he's not going to see Hannah again. Felicity asks what Noel wants to do. Noel says he'll send the tape back and not see Hannah again. I don't think he's convinced himself that's what he wants to do, so it's kind of difficult to convince Felicity.
Julie and Ben have an argument in the loft. Julie's pissed because she doesn't think Ben's new swim-team friends like her. Ben says she's nuts. Sean adds that he doesn't think they like her. Shut up, Sean. No one likes Julie, anyway. Julie says that Lynn mentioned an open-mike night, and Julie said she'd like to do that, and he ignored her. That's what this fight is about? That's the dumbest thing I've ever heard. I mean, yes, Ben's new friends suck, but there have to be better examples than that. Ben says that Lynn probably thought Julie was kidding. Julie says that Ben used to think Lynn was a jerk, and now Ben's defending him. Ben thinks Julie is overreacting. Sean says that Julie isn't overreacting. Ben asks what his problem is. Sean says that of the three of them living there, none of them is paying rent. Ben says he'll get Sean a check this week. Julie says that Ben was acting different last night, and never mentioned anything about the open-mike night. Ben sighs and realizes that Julie didn't have a good time last night. Julie says that it's Ben, and his friends, and she's just the girlfriend, and she's not used to that, although it's fine once in a while. Sean adds that it's not fine all of the time. Shut UP, Sean! God! Ben thinks it's a great idea for Julie to perform. Julie says that it's tomorrow night, and she'd really like Ben to be there. Ben promises to make it, so you totally know he won't.
Noel addresses an envelope to Hannah, in order to send her tape back. He puts the tape inside, and flips the envelope over in his hand. Apparently, Noel ran out of stamps, so he decides to hand-deliver the tape. He knocks on Hannah's door, and she invites him in. Hannah offers Noel a drink. Noel says that he did some thinking, and decided that he can't help her. He sets the tape down. Hannah says that she's embarrassed, because the kiss turned everything serious. Noel asks what that was about. Hannah says that it was clearly a mistake, but also "probably the most natural thing [she's] done in months." Hannah says that she and Noel always talked about living in New York together, and she's kissed Noel thousands of times...she trails off and starts crying, saying that she's usually so much more together than this. Noel sits down to her. Hannah says that she flipped a coin, and that's how she decided to come to New York. She explains that after Thanksgiving, she went back to Chicago and started dating a guy who turned out not to be so great, and then she had an acceptance letter to the New York Conservatory. That was her dream, except that now Noel was there. Noel says they can't act like things are the same. Hannah says that she doesn't need a lecture. Noel says he thought she was in Chicago with some guy. Hannah says that, instead, she was in New York, missing Noel.
Felicity goes to the art studio to pick up her drawings. Ostensibly. She finds Simon Rex's storage drawer and pulls out her drawings. Simon pops up behind her. She explains that she just wanted to pick up the sketches. Felicity asks how his painting is going. Simon says that he finished it, and offers to show her. They discuss the painting's subject, and that it seems "unbreakable." Simon tells Felicity that she's really smart about art stuff, and that her work is incredible, and that he'd love to talk to her about it sometime. Felicity says that they can sometime, but that she's kind of busy right now. Simon urges her to keep working on her art, and Felicity thanks him and leaves. He stares after her. I'm sorry; he so doesn't do it for me.
In his dorm room, Noel sorts through some old photos of Hannah and listens to Hannah's composition. Felicity shows up, and Noel shuts the tape off quickly, but then admits what he was listening to. Felicity thought he was going to give it back. Noel says he went to see Hannah and they talked. Felicity says that he shouldn't underestimate talking, and then asks if he's looking at pictures of Hannah. Noel says that he's "a little confused." Felicity starts to get upset and asks what he's talking about. Noel orders her not to make him feel guilty about going to see Hannah. I think Noel is projecting a bit here. Felicity hasn't really said anything to make him feel guilty. Felicity says that she doesn't want to make him feel guilty, but she does have a problem with it. Felicity asks if Noel still loves Hannah, and if that's what he's trying to figure out. Noel says that he does still love her, since they went out for so long. Felicity clarifies, "No, I don't mean have feelings for her or care about her. What I mean is, um, do you still love Hannah?" Noel doesn't answer for a long time, and then says, "No." Felicity looks sick to her stomach.
At Dean & Deluca, Ben walks out while Felicity works behind the counter, looking distracted. He says that he'll see her tonight, then notices her face and asks what's wrong. Felicity tells him to get going, because he has practice. Ben tells her not to worry about it, and asks what's going on. Felicity says that Noel is confused. Ben smiles and says, "Well, he's a guy. Guys are confused. That's it. Things are gonna work out. I'm sure of it." Felicity asks why he's sure. Ben says that Noel would never choose to be with somebody else when he could be with Felicity. Oh, why don't they just make out already? Stupid Julie and stupid Noel. Felicity thanks Ben, and he leaves.
Lynn is the emcee at Open Mike Night at Epstein Bar. He introduces some spoken-word dude, and I'm not a big spoken-word kind of gal, so it all seems kind of pointless to me. Julie sits in the audience, tuning her guitar. Lynn walks up and asks if she's ready to lay some "Lilith Fair lullabies" or "McLachlan melodies" on the crowd. Julie tells him to lay off, like, why is she so snappish? Julie asks if he's seen Ben, but he hasn't. Julie says she's really nervous, and her guitar is out of tune. Lynn offers to try tuning it, and she hands it over. I guess she's not using one of her fancy open tunings tonight. Lynn tunes the guitar quickly and returns it. Julie strums the guitar, which is still out of tune. Or maybe my tape is just bad. Julie thanks him. Lynn says he can't play, but he has perfect pitch, which is the fourth thing he does better than anyone else. Lynn tells Julie not to be scared, and tells her to look at the spoken-word guy. She laughs. Spoken-word guy sucks.
Felicity gets out of the elevator on her floor. Elena intercepts her in the lobby and clearly tries to prevent Felicity from going to her room with suggestions of ice cream. That would totally work on me. Felicity isn't falling for it. Felicity reminds Elena they are supposed to go see Julie, and Elena wants to leave right away, but Felicity has to change first. Felicity looks up and sees Noel and Hannah leaving Noel's room. She walks by them and asks Noel if she can talk to him for a minute.
Felicity and Noel enter Felicity's room. Felicity says she doesn't want to assume anything, so she's going to ask what's going on. Noel says that Hannah came to see him, because she needs help. Felicity can't believe that Noel is just going to "help" her. Noel says that Hannah is desperate. She must be, if she's going after Noel. Felicity tells Noel that this isn't about Hannah's music or her writer's block -- it's about Noel and Hannah. Noel says that if Felicity doesn't want him to go, she just needs to say the word and he won't go. Felicity says that she's not going to tell him what to do. Noel says that Felicity is acting like this is so easy, and adds that you don't just stop feeling things for someone when you start dating someone else. Felicity says that his relationship with Hannah was obviously deep. Noel agrees. Felicity sarcastically says that she couldn't possibly understand that depth, since she and Noel never slept together. Noel says that has nothing to do with it. Felicity is glad she didn't sleep with Noel and give that much of herself to someone who is so uncertain about her. Noel says that he thought it was over with Hannah, and it might be, but he doesn't know. Felicity drops the sarcasm and bitter anger, and asks if Noel's breaking up with her. Noel says that he knows he can't ask Felicity to wait while he figures out what's up with Hannah. Felicity says that he's already made up his mind, and if she hadn't walked in, he'd be with Hannah now. Felicity asks Noel to leave her room. He stares at her for a while, apologizes, and walks out. Felicity peeks out her door to watch Noel and Hannah walk out together.
Lynn introduces Julie at Epstein Bar. He says that she's "very talented and [he] knows she has exquisite taste, because she took an instant dislike to [him]." Everyone laughs, but I hope Julie feels bad. Julie sits down in front of the mike and starts playing. Felicity walks in just after the song begins. Ben walks in just after Felicity. Julie sees him in the audience and smiles at him. Ben smiles back. Boy, he's cute. Felicity watches Ben and Julie smiling at each other and looks upset. She walks out.
Back in her room, Felicity gets out her tape recorder to make a tape to Sally. Before she can start, there's a knock at the door. It's Simon Rex. He asks if it's a bad time. Felicity says that it's not, and asks what he wants. Simon says that he made some sketches, and he wonders if she'd like to see them, and they're at the studio. Felicity says that she'd love to see them, and just needs to grab her coat. She follows him out the door.
There's a huge thunderstorm going on throughout the few scenes. Simon and Felicity arrive at the studio, where they are greeted by another woman. Simon tells Felicity that his sketches are pictures of her, but that he had to work from memory. Felicity thinks it's weird to look at pictures of herself, but says that that sketches are good. Simon asks if she would sit and let him draw her for real. Seriously. How did this guy get this part? He's not that cute, and he is possibly the worst actor I've ever seen on this show. Felicity thinks that posing would be embarrassing, and Simon points out that there's only one other person in the room. Felicity still isn't sure.
At Hannah's apartment, she plays her piece for Noel. She stops and says that she's hit a brick wall in terms of inspiration. Noel reminds her of a piece that she wrote last year where she had the same problem, and he suggested that she go back to what she already had. Hannah says she could go back to the introduction in this piece, too. She pulls the pencil out of her hair in order to make some notations on her music.
At the studio, Felicity giggles and says that she feels silly. Simon asks if she's painted people before. Felicity says that she has, but she never knew how models avoided being self-conscious. Felicity tells a story about drawing an old woman she drew that she thought might be dead. The one other person in the studio takes off. Simon asks about the old lady, and Felicity says that she wasn't dead after all. Simon leaves for a minute.
Back at her apartment, Hannah plays through the piece again while Noel watches her intently.
In the art studio, Simon tells Felicity to get comfortable. Felicity thinks her pose is lame. Simon asks if he can pose her, and Felicity agrees. Simon kneels in front of her and positions her arms, shoulders, chin, and hair. Felicity thinks for a second and then excuses herself. She runs out to a pay phone in the hall and tries to call Noel, but of course he's not there. She hangs up.
Hannah starts playing the piece again, like, how annoyed would you be with this piece by now? Noel walks over to her and watches over her shoulder, which would also be annoying. He strokes her hair. Annoying. He kisses the top of her head. Um, she's working there. Hannah stops playing and leans into Noel. They start making out. I feel kind of dirty watching this, since they're married in real life and everything.
Through the end of the episode, the setting keeps changing between Simon and Felicity in the studio and Hannah and Noel in Hannah's apartment. Simon asks Felicity if she's comfortable. Felicity is. Simon gets her some pillows. Felicity looks upset. Over at Hannah's Hannah and Noel are making out on her bed. Back in the studio, Simon finally makes his move, and kisses Felicity. Noel and Hannah, still making out. Noel unbuttons Hannah's shirt. Simon unbuttons Felicity's cardigan. Felicity grabs Simon and starts making out with him. Noel kisses Hannah's upper body. Felicity and Simon make out some more. Hannah and Noel are mostly naked, when Noel pulls away and says they can't do this. They sit up. Hannah says that he can just stay, and they don't have to do anything. Noel says he knows, but he shouldn't be there. He apologizes. I have to admire Noel's self-restraint, especially since he hasn't gotten laid since...well, since he broke up with Hannah. Felicity, meanwhile, is mostly naked. Simon asks if she's okay. She is. He asks if she wants to stop. She doesn't. They continue making out while the rain pours down outside.