Ben questions Felicity's relationship with Noel and confidently predicts that she will soon try to win back Ben. Felicity and Noel decide to get an apartment together. Sean gets very excited about Julie's impending visit, and makes a lot of plans. He gives Ben the impression that Julie came to town specifically to see Sean. Ben learns that Julie is actually in town for an audition, and warns her of Sean's intentions. Sean is crushed to realize that Julie still doesn't have feelings for him. Julie makes a move on Ben. Felicity insists that she has no problem with this, while Sean is outraged. Felicity accuses Ben of using Julie to make her jealous. She tries to "protect" Julie by agreeing to a double date. Ben upsets Felicity at the restaurant by mentioning the brief time they lived together and the girl who used their bathtub. He laughs about the fact that Felicity was always worried that he would cheat, and ended up cheating on him. Sean runs into a devastated Meghan at a bar. He convinces her to join him at a concert. They return to the loft to find their friends drinking while listening to Julie sing. Meghan convinces everyone to play "spin the bottle." Felicity seethes when Ben and Julie share a long kiss. Noel runs out. Sean apologizes to Meghan and asks for forgiveness, but she doesn't want to give him another chance. Noel tells Felicity that she will never get over Ben. He dumps her and prepares to move into the new apartment alone.