Greg dumps Felicity because she is still hung up on Ben. Felicity convinces Meghan to take Julie, Elena and her out to a club to distract them from their problems with men. They all have a great time. Javier plans to propose to Samuel, and enlists Ben's help in picking out an engagement ring. Javier brings Ben to the club and forces Felicity and him to talk things over. Meghan interrupts the conversation and takes Felicity to a friend's market. When Greg enters the store, Meghan approaches and explains the reason for her crush on him. He was her first love in elementary school, as they were "married" in a sandbox in first grade. After Greg declines to date her, Meghan asks Felicity to return her earlier favor by taking her out somewhere. They agree that they can survive without men. The conversation prompts Felicity to leave Ben a drunken message in which she suggests that they cease all contact. The next morning, she has a change of heart and decides that she is now strong enough to hold her own in a relationship without being dependent on the other person. Sean reveals that Ben listened to her message the previous night, and has yet to return home. Ben arrives at Dean & DeLuca and tells Felicity that he has pinpointed the moment that their relationship fell apart. He decided to go back and correct this mistake in the hopes of regaining Felicity's trust and making a fresh start. Ben had stayed out all night tracking down a film they had planned to see back in the fall, during a date that he blew off. They watch the film on the roof of the loft, and kiss. Noel and Ruby draw closer during a quiet evening at home, as Noel admits that he regrets breaking up with her. Although Sean interrupts them, they later kiss and spend the night in the same bed. Noel remains threatened by Ruby's connection to Wade. Tracy surprises Elena by completing a beautiful remodeling job on her apartment. Julie struggles to define her feelings for Sean.