Felicity's hurt when Noel downplays their friendship to his girlfriend, Hanna, who's visiting for Thanksgiving but may transfer to New York. Meanwhile, Elena begrudgingly visits her dad; and Ben can't locate his plane ticket.

Noel is confused about his feelings for his ex when they reconnect after a kiss. Also, an art student who admires Felicity's work invites her to the studio; and Julie clashes with Ben's new friends from the swim team.

Felicity and Noel decide to stay away from their usual date locations so that they can avoid Ben. They go to a street fair and run into Noel's ex-girlfriend Hanna. She asks him to help put together a web site for her. Felicity is apprehensive, as she fears that Noel's old feelings will re-surface. However, she claims that she is not jealous and advises Noel to get some work experience by helping Hanna. Felicity enrolls in pre-med courses and gets her father to resume financial help. Ben is unhappy when she shows up in his organic chemistry class, but she cannot transfer to another section. Ben decides to give up on becoming a doctor after failing an exam. Felicity, who aced the test, offers to help him with the material. Noel is puzzled by Felicity's frantic behavior and strange comments. After learning that Hanna expressed a romantic interest in Noel, Felicity confronts her. Noel can no longer put up with Felicity's behavior, and suggests that it was wrong for them to get t