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.

Felicity returns from winter break and tells Noel she wants to have sex, an endeavor that brings about much scheduling, research and preparation; Julie dreads telling Felicity about her new bond with Ben; and Elena wonders how to use a gift from Blair.