Hanna shows up at Dean & DeLuca to use the phone. She reveals that she has been attending school in New York for several months. She goes out to the bar with everyone, and seeks Noel's help in overcoming a block as she works on a musical composition. She kisses him as he sees her off at the end of the evening. Noel plans on returning her tape and moving on, but changes his mind after going to see her. Noel admits that he still has feelings for Hanna; he is considering getting back together with her. He ignores Felicity's wishes by accompanying Hanna back to her apartment. Felicity continues to frequent the art studio; and agrees to pose for a sketch with Eli, her art student friend. Noel nearly rekindles his romance with Hanna, but cuts things off and decides to go back to Felicity. Meanwhile, Felicity has sex with Eli. Julie becomes lonely as Ben spends more time with his swimmer friends. She initially despises his abrasive buddy Lynn, but discovers that he is actually a decent guy when he helps her overcome her nerves before she performs at an Open Mike night.