Noel tires of hearing about Felicity's goings-on with Ben and forbids her to talk about it with him; Julie and Zack's relationship intensifies; Elena reveals she may be leaving school; and Felicity tries to mend fences with Ben.

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.