Season 4, Episode 13: Kiss and Tell

Written by Josh Reims and Laurie McCarthy
Directed by Stan Salfas
Transcribed by Bitca
Original airdate: March 20. 2002


Open in Epstein bar. Pan over to Ben and his dad sitting in a booth.
MR. COVINGTON: I can't tell you how amazing it is to be able to have dinner with my son after everything that's happened.
BEN: Yeah. It is, really it is. So, what have you and mom been up to?
MR. COVINGTON: Nothing. And that's just how we like it. I don't even have to be back at work until next month!
BEN: Really!
MR. COVINGTON: Yeah. So she and I are just gonna kick back and try to enjoy life as much as we can until then.
BEN: That sounds great.
MR. COVINGTON: Yes. And guess what, I saw Lauren yesterday. And she says hi.
BEN: Oh! Uh, how is she?
MR. COVINGTON: Are you ready? She's pregnant.
BEN: Wow.
MR. COVINGTON: She looks great, but she won't say who the father is, I guess he doesn't wanna be involved.
BEN: Uh huh.
MR. COVINGTON: It's just incredible, how self absorbed some people can be. This guy thinks that his problems are more important than anything else.
BEN: It's probably more complicated than that, dad.
MR. COVINGTON: Of course it's more complicated than that, but there's a kid involved now. (Ben nods) Want some dessert?
BEN: No...
MR. COVINGTON: You mind if I have some?
BEN: No, you go ahead.
They laugh.
MR. COVINGTON: It's so much fun being with you.
BEN: Yeah, it is.
Opening credits.

Guest starring:
John Ritter
Christopher Gorham
Robert Clendenin
Sarah Jane Morris
Derek Richardson
Merret Hicks
Joel West

Ben walks up to Felicity's door and knocks. She answers.
BEN: You wanna go for a walk?
BEN: Okay.
FELICITY: Um... let me get my coat.

Cut to the street, Ben and Felicity walk.
BEN: So what're you thinking.
FELICITY: About what.
BEN: Um, this... whole thing.
FELICITY: (sighs) I guess I'm still a little overwhelmed.
BEN: Yeah. (pause) I had dinner with my dad. I guess Lauren told him. But he doesn't know I'm the father.
BEN: Felicity, I'm telling you, it's gonna be okay.
FELICITY: (uncertain) I know. You said that.
BEN: But it is. It's gonna be okay.
FELICITY: (uncertain) Yeah, I know.

Cut to later that night. Ben is asleep, Felicity stares up at the ceiling. She finally gets out of bed and goes into the kitchen, where she finds Noel making a sandwich.
NOEL: Hey.
FELICITY: What're you doing up?
NOEL: I'm making a sandwich. You want one?
FELICITY: No. What time is it?
NOEL: Uh... two thirty-seven.
FELICITY: You're making a sandwich at two thirty-seven in the morning?
NOEL: Well, I had this dream where I was stranded on a desert island and the only things to eat there were like, you know, sand and sticks, and potato bugs, so I woke up starving. What're you doing up at this hour?
He takes his sandwich to the table.
FELICITY: Nothing I just, I couldn't sleep.
NOEL: You wanna talk about it?
FELICITY: Uh, no. (sits down across from him) I just feel like, I just feel like everything's changing.
NOEL: I know this whole career thing is freaking you out, but you will find something. You said that to me a hundred times last year. You were right. I got an idea.
He gets up.
FELICITY: Where're you going?
NOEL: Shh.
Noel grabs the course catalogue, glancing in the direction of Sean and Meghan's bedroom.
NOEL: The course catalogue!
FELICITY: My problem isn't finding classes.
NOEL: But it'll give us some ideas. You just need to find something that might be a possibility, and then you dive in. And if it doesn't work, you move on to the next. (he opens the catalogue and starts going through it. Felicity watches, amused.) Anthropology.
FELICITY: This is ridiculous I don't know anything about anthropology.
NOEL: Architecture.
FELICITY: Architecture.
NOEL: What do you think?
FELICITY: I don't know, that could be interesting.
NOEL: For you, yeah, it'd be great. You know, it combines your art with your science background.
FELICITY: That's true.
NOEL: If you want, I know someone you can talk to about it.
NOEL: Yeah, his name is Adam, Adam Davis. He's a friend of mine, a grad student. I talked to him last week he's working on this model for some contest, anyway, the person who was supposed to help him can't. You'd be great.
FELICITY: It would be really great to dive into something right now. Just, get my mind off everything.
NOEL: You can call him if you want.
NOEL: Okay. Good. (goes back to his sandwich) What?
FELICITY: Nothing, this just helped.
NOEL: You want a bite?
FELICITY: It does look really good. (he hands it to her) Thank you.

Cut to Sean putting a black casing on a sneaker.
MEGHAN: Hey, let's go out tonight.
SEAN: Um, okay look at this.
MEGHAN: Sean, did you hear what I just said?
SEAN: Yeah, but I can't tonight.
MEGHAN: Why not?
SEAN: All right, check this out.
MEGHAN: I don't wanna check it out I wanna go out!
SEAN: Shoe covers.
MEGHAN: We never do anything.
SEAN: Just look at it!
MEGHAN: Yes, I see it.
SEAN: These are shoe covers!
MEGHAN: Yes, you said that.
SEAN: It goes over your tennis shoe so it looks like you're wearing dress shoes.
SEAN: Why, because dress shoes are really uncomfortable.
MEGHAN: Okay, that's the dumbest idea ever!
SEAN: Are you nuts? This is a great idea.
MEGHAN: If people's shoes are uncomfortable, they buy other shoes. People love to buy shoes! Mariah Carey alone has 500 pairs of shoes!
SEAN: Would it kill you to support me for once in your life?
MEGHAN: Would it kill you for once to go out?!
SEAN: What is your problem?
MEGHAN: You. You are my problem.
SEAN: Yeah well right back at ya!
Meghan leaves in a huff.

Cut to a councilor's office, Mr. Norman. He eats a sandwich as he talks to Ben and Trevor.
MR. NORMAN: Ben Covington, I remember you. You got an A in Organic Chemistry?
BEN: Yeah.
TREVOR: I got a B.
MR. NORMAN: An A is better.
BEN: Uh, Mr. Norman, we just made this appointment to make sure we're doing everything we should be to you know, get into medical school?
MR. NORMAN: Hmm. Well, I don't see any volunteer work.
TREVOR: Volunteer work?
MR. NORMAN: Yes, um, helping people for no pay. Basically what I do. Every day.
BEN: Well, yeah we haven't done any of that.
TREVOR: But we can totally do that, if it matters.
MR. NORMAN: It does.
BEN: Okay, let's do it, what can we do?
MR. NORMAN: Well, let's see... there's Big Brothers.
BEN: What's that.
MR. NORMAN: Be a mentor to young boys, a father figure if you will.
BEN: Mr. Norman, is this important? I mean, do med schools really look at this kind of thing?
BEN: All right, well then we'll be big brothers.
Mr. Norman gives them some papers.

Cut to Noel at Webb Graphics. He looks through some papers as he walks down a hall. Zoe comes from the opposite direction.
NOEL: Hey.
ZOE: (looking down) Hi.
They walks past each other quickly. Noel turns around.
NOEL: Zoe...
Zoe turns around.
ZOE: Yeah?
NOEL: Is this weird?
ZOE: What.
NOEL: This, this, the way we just keep passing each other in the halls.
ZOE: I know, it's weird. I just, I feel like I don't know how to act around you, so I've just been, avoiding you.
NOEL: I know, me too but I've been thinking about, and I don't think it has to be like that, you know, this is, our job. You know, we should just be professional.
ZOE: Professional?
NOEL: Yeah.
ZOE: And you're okay with that?
NOEL: I'm great with it.
ZOE: Okay 'cause uh, my dad's gonna be out of town for the next two weeks and he put me in charge of the CGG account.
NOEL: Um hmm. Okay.
ZOE: See, Noel, this is weird again.
NOEL: No, no it's not weird at all.
ZOE: I didn't say anything and it's weird
NOEL: It's okay. You know, it's not wierd. That's your job. That's what we're here to do. We're professionals.
ZOE: (looks down) Right.
NOEL: Uh, a couple of my friends are throwing a party tomorrow night, (he looks around to see that no one's listening) I don't know, maybe you wanna go with me.
ZOE: Oh! Uh, yeah, that'd be great.
NOEL: Okay, good. Then we should definitely get back to our jobs.
ZOE: Yes. Be professional.
They walk away from each other. Noel looks back at her, smiling.

Felicity enters an office/room type thing.
FELICITY: (to woman) Excuse me, is there someone named Adam here?
WOMAN: Oh, yeah! Over there. (points)
She goes over to a guy at a desk, talking on the phone.
ADAM: Don't hang up, just give me five minutes. Okay, only one minute. Dina? Hello? (he hangs up the phone)
FELICITY: Um, Adam? (he looks up) Hi, sorry to bother you, I'm Felicity? Noel Crane's friend?
ADAM: Oh yeah. Uh, he called about you.
FELICITY: Is now a bad time?
ADAM: (preoccupied) No, now is good.
FELICITY: Um, I don't know how much Noel has told you, about me, but I'm sort of searching for a career path and we were talking, and this sounded like it could be interesting.
ADAM: Can I ask you something?
FELICITY: Yes, sure.
ADAM: Say you're dating someone, uh, she says she's in love with you and then one day, bam, she wants to break up. Yes or no, she's dating someone else.
FELICITY: Uh... I don't know.
ADAM: That's the only way it makes sense, right?
FELICITY: You know, I'm not really sure, I'm... One of the things Noel mentioned was that you might need help working on a model?
ADAM: Yeah, uh, Dina used to help me with that.
FELICITY: Maybe, maybe I could help.
ADAM: Really? This is uh, that'd be incredible. This thing's this week-
FELICITY: I mean, you'd have to show me what to do-
ADAM: That's all right, that's all right. Um, Dina used to help me.
FELICITY: Yeah, you mentioned that.

Cut to Ben getting ready to go out with his dad again, running a little behind.
BEN: Dad, I'm so sorry.
MR. COVINGTON: Oh, that's all right, so we're a little late. Big deal. Oh listen, after the game I'd like to stop by Lauren's, is that all right?
BEN: Why?
MR. COVINGTON: I got her some books on what to expect when you're expecting, I figured, this guy's not gonna help her out, I will.
BEN: Dad, I gotta talk to you about something.
MR. COVINGTON: Sure. (beat) You wanna make it quick so we get to see some of the first quarter? Please? (laughs)
BEN: It's about Lauren.
BEN: Dad, I know who the father is.
BEN: It's me, Dad.
MR. COVINGTON: (serious) What're you talking about?
BEN: We, uh, slept together when Felicity and I were broken up. I know you think it's selfish-
MR. COVINGTON: I said that then because I-
BEN: It's okay, it's okay. The thing is, I didn't find out till last week. She waited four months to tell me, Dad.
MR. COVINGTON: I'm so sorry.
BEN: You're right. I just don't know what I'm supposed to do. Am I supposed to drop out of school and get a job? I wanna be a doctor.
MR. COVINGTON: I know you do.
BEN: I'm not ready for this.
MR. COVINGTON: You were right, it is complicated.
BEN: Yeah, it is.

Felicity's room. She's assembling the model on the floor. Ben enters and sits in a chair.
BEN: Hey! What's going on? I thought you were gonna come over my place.
FELICITY: No, I just, I had to work on this model.
BEN: How's it going?
FELICITY: I don't know. The guy was so involved in his love life that he didn't explain anything. How was the game?
BEN: Uh, we didn't go. But I did tell him about Lauren.
FELICITY: What'd he say?
BEN: Nothing. He just listened, like a dad.
FELICITY: That's good.
BEN: Yeah. So, do you wanna come over my place later?
FELICITY: Um, you know, I feel like I'd better work on this.
BEN: Is everything okay?
FELICITY: Yeah, I wanna get this done, though.
BEN: Are you sure? 'Cause you seem kind of upset.
FELICITY: I'm- I'm okay, I'm fine.
BEN: Okay.
He leaves.

Webb Group. Sean and Noel enter a conference room, where CGG group is gathered.
ZOE: (to the person next to her) You can show me how it works-
SEAN: Hello, how is everybody doing.
They sit down. Nobody answers Sean. Noel introduces himself to the woman on his left.
NOEL: Hi, I'm Noel.
JESSICA: (giggle/smile) Hi, I'm Jessica. (they shake hands) You just started last week, right?
NOEL: Uh, yeah, I did, yeah.
JESSICA: (flips hair) Uh, my desk is two down from yours.
ZOE: Okay, can we get started?
NOEL: Sure.
ZOE: Noel, would you like to update us on CGG Corp?
NOEL: All right, should I stand?
ZOE: Standing would be good.
NOEL: Okay, (stands) um, Sean and I have been working on an idea for a CGG mail-order catalogue.
ZOE: Excuse me?
NOEL: A mail-order catalogue.
ZOE: Did I miss something? 'Cause I don't remember the company asking for a catalogue.
NOEL: Uh, they didn't. But we thought-
ZOE: So, I don't understand.
NOEL: Well, we thought that it might be a good idea for CGG to-
ZOE: Waste money?
NOEL: No. You know what, maybe you should take a look at our ideas first.
ZOE: I don't need to.
SEAN: Uh, yeah you do. We have a whole-
ZOE: I've heard enough. Thanks. Um, why don't we move this along. Kim?
Noel looks crushed.

Cut to outside. Sean and Noel walk.
SEAN: So you're gonna talk to Zoe, right?
NOEL: Yeah.
SEAN: And you'd tell me if you guys were sleeping together?
NOEL: Sean, c'mon, we're friends.
SEAN: There seems to be a lot of tension between you two.
NOEL: I'm gonna talk to her.
SEAN: Good. The last thing we need right now is for her to, you know, make our work life hell. I've got enough of that at home.
NOEL: What do you mean.
SEAN: It's just, I married someone who hates every one of my ideas.
They stop at a attractive coffee vendor.
NOEL: (smiles) Meghan hates everything, Sean.
SEAN: Yeah, but my last idea? It's just, incredible. Shoe covers.
NOEL: What's a shoe cover.
SEAN: It's a cover for your shoe. So it looks like you're wearing dress shoes, but you're wearing your sneakers! So there's no chafing, and there's no blistering, it's just comfortable. All day long.
VENDOR: You could call them shoe jackets.
SEAN: What?
VENDOR: Shoe jackets!
SEAN: I like that.
VENDOR: It's a good idea.
SEAN: Shoe jackets huh? Do you really think that's a good idea?
VENDOR: I'd buy them.
She gives them their coffees.
SEAN: Some friends of ours are having a party tonight. At UNY, Sprouse hall. You should come. I could show you the prototype for shoe jackets!
VENDOR: Sounds fun.
SEAN: Yeah?
SEAN: See you there. I'm Sean, by the way.
(Transcriber's note: It sounded more like Lynn when she said it, but then Sean was calling her Liz and Liza, so I'm gonna stick with one name.)
Sean smiles.
NOEL: Thanks a lot.
He pulls Sean away.
NOEL: You're married.
SEAN: Of course I'm married, she's for you. She's really cute!
NOEL: For me.
SEAN: I thought I made that pretty obvious.

Meghan performs a piece from "Romeo and Juliet" (the part at the party) with another guy, Roco. She's not really into it.
MEGHAN: Uh, then palm to palm, as holy palmer's kiss.
ROCCO: Not saints, lips, and holy palmers too?
MEGHAN: Aye pilgrim, lips they do use in prayer.
ROCCO: Oh. Then, dear saint, let lips do what hands do. They pray. (shot of Javier smiling as he reads along) Grant thou, lest faith turn to despair. (Meghan looks bored) Thus, from my lips, by yours, my sin is purged.
He kisses her on the lips. Meghan is stunned. Javier drops his book. The guy pulls away.
ROCCO: Scene.
He walks off stage as Meghan stands there, shocked. The class claps.

Cut to the end of the class. Meghan picks up her bag.
ROCCO: Good scene.
MEGHAN: Yeah, if you like Schmaltz.
ROCCO: Hey, my band's playing Shpindalwoods tonight; you should come check us out.
MEGHAN: I gotta go to a party.
ROCCO: Oh, well we don't go on till one, you could come after.
MEGHAN: One? Like ... AM?
ROCCO: Yeah... One PM I'm asleep.
MEGHAN: (smiles) You could come to the party, if you want.
MEGHAN: Sprouse hall, eleventh floor?
ROCCO: I'll see you there.
He leaves.
JAVIER: Okay, look. Nobody understands the allure of Romeo more than I do, but you are married!
MEGHAN: Yeah, to a grandpa who's asleep by nine.
She walks off. Javier is appalled.

Cut to Felicity nervously showing Adam the model.
FELICITY: I wasn't sure if it was exactly right.
ADAM: Would you call someone for me?
ADAM: I called Dina and some guy answered. Do you think she's seeing him?
FELICITY: I still really don't know.
He dials his cell phone.
ADAM: If the guy answers, just ask for Dina.
He shoves the phone at her.
FELICITY: I- Uh, hello! Is Dina there?
ADAM: It was him, wasn't it.
ADAM: Oh, I can't believe this!
Adam grabs the phone.
ADAM: Hi, Dina. It's me. Who's the guy? Hello? (he closes the phone, devastated) She hung up!
FELICITY: Maybe you should take a look at this just to make sure.
ADAM: I don't understand, we were perfect for each other. (sighs) I guess sometimes things just don't work out the way you thought they would.
FELICITY: Yeah. Sometimes love sucks.
ADAM: I know. Doesn't it?
FELICITY: (laughs) Yeah.
ADAM: (finally looking at the model) Oh my god. What happened?
FELICITY: Is something wrong?
ADAM: Yeah, this is- Aaa! This is all wrong! This is gonna take me forever!
FELICITY: Oh god...
ADAM: Can you work tonight? Please tell me you can work tonight.
FELICITY: No, of course I can.
ADAM: Okay. Okay.
FELICITY: Adam, I'm so sorry about all this.
ADAM: No, it's okay, we'll just, uh, we'll just start from the beginning!

Cut to Ben at the loft, getting ready to do the Big Brother thing. Someone knocks on the door.
BEN: It's open!
Mr. Covington enters.
BEN: Hey, Dad!
MR. COVINGTON: I was just in the neighborhood, I thought I'd stop by and say hello. I see you're working hard.
BEN: Yeah, I'm doing this Big Brother thing.
MR. COVINGTON: Really! That is great.
BEN: Yeah, yeah it is. I'm meeting him today, I have to go real soon.
MR. COVINGTON: Before you go, I need to speak to you I've been thinking about what we talked about last night.
BEN: Yeah.
MR. COVINGTON: And I know you're in an incredibly difficult position and I feel terrible about it...
BEN: But what, Dad.
MR. COVINGTON: I think you're making a mistake, and I don't want you to do something you're going to regret.
BEN: (shakes his head) Dad...
MR. COVINGTON: I know it's complicated.
BEN: No, it's simple actually, she decided to have a kid and I didn't.
MR. COVINGTON: But that child's gonna need a father.
BEN: Dad, are you serious?
MR. COVINGTON: Listen to me, I've been through this.
BEN: Well, you're the last person I wanna listen to about this.
MR. COVINGTON: Look Ben, I know I wasn't the perfect father...
BEN: No, you weren't a father.
MR. COVINGTON: I'm trying to be one right now.
BEN: Well, you're a little late. (pause) I gotta go.
He leaves.

Cut to Ben walking. He opens a piece of paper and looks at it. Then he looks across the street, and sees the kid sitting on some steps. The kid looks up at Ben through the traffic. Ben swallows, turns around and walks away.

Webb Graphics conference room, Zoe looks at some slides. Noel enters.
NOEL: Hey, can I, can I talk to you?
ZOE: Sure! What's up?
NOEL: Uh, well that's what I was gonna ask you.
ZOE: Nothing, I'm just getting ready for a presentation.
NOEL: I was talking about yesterday. What was that?
ZOE: Uh, yeah I know I'm sorry that- that was awkward.
NOEL: I thought we were gonna be professional with each other.
ZOE: We were.
NOEL: And you were insulting. If you're uncomfortable with our relationship we can talk about it, but you can't take it out on me like that.
ZOE: I wasn't. (looks down) I just, didn't like some of your ideas.
NOEL: Zoe, you hadn't even heard them.
ZOE: Listen, Noel, I know it's hard working below me, but-
NOEL: Zoe. Below you, if it wasn't for me you guys wouldn't even have this account.
ZOE: Look, I really need to finish this presentation. Okay?
NOEL: Okay. But you should uh, you should look at our ideas. They're really good.
He leaves.

Cut to Felicity and Adam working on the model. Felicity puts a pine tree next to some others. (Transcriber's note: Adam is much less love-life-obsessed and freaky and much more "normal" than he's been so far.)
FELICITY: Is that it?
ADAM: That's it.
They laugh.
FELICITY: Oh my god, it's four in the morning.
ADAM: I'm really sorry.
FELICITY: No, no, it's nice to have a distraction.
ADAM: Yeah, for me too. So, what are you trying to escape?
FELICITY: Um... I don't know, I guess I'm just- my life is kind of intense right now.
ADAM: Should I not ask?
FELICITY: No, um, no. (they laugh) Wait, but this was really good, this was fun to do.
ADAM: Well, you're good at it.
FELICITY: (laughs) Come on.
ADAM: There's no way I'd have finished this without you. And that residual spacing?
FELICITY: Yeah, I have no idea what that-
ADAM: It's the space between the buildings.
FELICITY: Ah, yeah. That was kinda a good idea.
ADAM: Yeah, it really is. I'm just saying, you said you were searching for something. Maybe this is it.
ADAM: Look, I wanna take you to dinner tonight to say thanks.
FELICITY: You know, tonight I can't, my roommate's having this whole party.
ADAM: Uh huh.
FELICITY: You know what, you should come.
ADAM: Really?
FELICITY: Yeah. It's gonna be fun.
ADAM: Thanks. Well, you should go home, get some sleep.
FELICITY: Yeah. (gets up) Yeah.
Felicity gets up and heads for the door.
ADAM: You know, whatever it is, I'm sure it's gonna be fine.
FELICITY: (nods) Yeah. I'm sure. Thanks.
She leaves the office.

Cut to the party that night. Music: No Doubt, "Platinum Blonde Life."
TREVOR: Did you meet him today?
BEN: What?
TREVOR: Your little brother, you were meeting him today.
BEN: Oh, yeah.
TREVOR: Apparently it was a very memorable experience.
BEN: No, it was fun, it was a good time. How about you?
TREVOR: It was awesome man, we went to the arcade, played video games all day. This kid kicks ass at loco. What'd you do with yours?
BEN: Uh, we just hung out.
Elena interrupts them.
ELENA: Hey! There you are. (hands Ben the phone) Here, it's Felicity.
BEN: Oh, thanks.
ELENA: Are you gonna hang around in the bathroom all night or can we go out and dance?
TREVOR: I thought we could hang out in the bathroom together.
Elena pulls him away.

Cut to Sean and Noel, drinking beers.
SEAN: What do you think, 70% chance Liz shows?
NOEL: I dunno, Sean.
SEAN: Yeah, probably not. Way too hot. 50% tops.
NOEL: What're you doing, man?
SEAN: What?
NOEL: Well, you're acting like it's a date.
SEAN: Yeah, I don't think so. (Noel stares at someone over Sean's shoulder) What, I'm kidding!
NOEL: Oh my god, she's here.
SEAN: What?
NOEL: I see her.

Cut to Felicity, sitting by the food, eating pistachios (I think). Ben comes up behind her.
BEN: Hey.
BEN: I- I gotta go.
FELICITY: Why? What's going on?
BEN: My dad, he just called. He's at some bar downtown.
BEN: Yeah, he says he's about to have a drink.
FELICITY: Oh my god.
BEN: So I gotta go down there.
FELICITY: I'll go with you.
BEN: No, that's okay, I'll call you when I know what's going on. Okay?
He leaves.

Cut to Meghan talking to the guy from acting class. Music: Groove Armada, "Superstylin'."
MEGHAN: So what instrument do you play?
ROCCO: We're not really into instruments.
MEGHAN: Really.
ROCCO: Yeah.
Sean comes up to them.
SEAN: What the hell's this?
MEGHAN: This is Rocco, he's in a band!
SEAN: Yeah, nice to meet you Rocco. I'm Meghan's husband.
SEAN: Oh, she didn't say that? Yeah, she forgets sometimes.
MEGHAN: Isn't it way past your bedtime?
LIZ: (calls across the room) Sean! Sean!
SEAN: Hey! (to Meghan)
He leaves.
ROCCO: Hey, just so you know, I'm totally into the open marriage thing.
MEGHAN: 'Scuse me.
She goes after Sean.
MEGHAN: (to Liz) Hi. I'm Meghan.
LIZ: Nice to meet you!
SEAN: She, uh, runs the coffee cart near work.
MEGHAN: (laughs) Oh! (completely serious) Sean's my husband. So you guys have a good time. Oh, I forgot to mention, Rocco kissed me today in theater class... on the lips.
She leaves. Sean looks embarrassed.
LIZ: Did she just say you're her husband?
SEAN: She's a little... (motions with hands) ... I'll be right back.
Sean catches up with Meghan before she gets back to Rocco.
SEAN: Hey. News flash. Liz loves the shoe cover idea.
MEGHAN: News flash, she's an idiot!
SEAN: Okay, news flash, I'm doing it!
MEGHAN: Okay, news flash, I'm sure it'll be just as successful as all your other ideas. Oh, and this just in, Rocco invited me to see his band tonight.
SEAN: (yelling) News flash, I DON'T CARE.
MEGHAN: (yelling) News flash- you should.
SEAN: Why, is that what you want, you wanna be with Rocco?
MEGHAN: At least he doesn't make me feel like a grandma
SEAN: (stops yelling) Fine. Okay, fine, be with Rocco.
MEGHAN: Okay fine, I will. Go be with your little coffee girl.
SEAN: Now that's a great idea.
MEGHAN: Yeah! At least one of us has good ideas.
The go back to Rocco and Liz, respectively, but keep looking at each other.
LIZ: (to Sean) Hi.

Cut to Adam at the party. He finds Felicity, still at the food table.
FELICITY: Adam, hey!
ADAM: How's it going?
ADAM: I didn't realize there'd be so many people here.
FELICITY: (nods) Neither did I.
ADAM: You okay?
FELICITY: Yeah, I-I'm fine.
ADAM: I uh, guess what.
ADAM: I submitted our model.
FELICITY: You did! That's great.
ADAM: Except I saw the other entries, we don't have a chance.
FELICITY: You're gonna be fine.
ADAM: No, not really. Are you sure you're okay?
FELICITY: Yeah. I'm fine.
ADAM: Do you wanna get a drink or something?
FELICITY: Yes. I do. Let's go.
ADAM: Okay.

Cut to somewhere else at the party. Noel and Zoe sit on a window seat. Less noise, no people. Noel has a beer.
ZOE: So, I looked at your ideas for the catalogue. (Noel takes a drink) You were right. They were good.
NOEL: Thank you.
ZOE: Noel, I'm sorry. We said we were gonna be professional, but I wasn't.
NOEL: No, it's okay.
ZOE: Just, when you sat across the room from me, I don't know. I couldn't help it.
NOEL: What're you talking about?
ZOE: In the meeting. There was a seat right next to me and you sat next to Jessica.
NOEL: (clueless) Who's Jessica?
ZOE: (smiles) The girl you were sitting next to.
NOEL: Wait, this whole thing is about me sitting next to Jessica?
ZOE: I know, it's stupid. I like you. I don't know, I saw you sitting next to her... I don't know.
NOEL: You know, the only reason that I, um, that I didn't sit next to you was because I was nervous.
ZOE: (laughs) About what?
NOEL: About being near you.
Noel finally looks up at her.
ZOE: Why? What do you think would happen?
NOEL: I don't know. (leans in) Maybe this.
They kiss gently for a few seconds.
ZOE: That wasn't very professional.
NOEL: Is that a problem?
ZOE: Yeah.
Noel smiles and they start kissing again.

Cut to Felicity and Adam sitting on her bed, view through the open door.
FELICITY: So what happened with you and Dina? Did it work out?
ADAM: No, she never called me back.
FELICITY: I'm sorry.
ADAM: Yeah, I've pretty much been doing everything I can not to call her.
ADAM: What about you? I mean, what happened with all that stuff? Is it any better?
ADAM: (smiles) Well you know what I think?
ADAM: I think you're great.
FELICITY: (laughs) Thank you.
Adam leans in. Felicity pulls back.
FELICITY: Oh. Adam, what're you doing.
ADAM: Uh... I'm not sure.
FELICITY: Adam, I have a boyfriend.
ADAM: Oh! God! Really?
FELICITY: Yes, and this really isn't a good time for-
ADAM: I know. I'm sorry, I'm gonna go. (stands up, turning into the nervous wreck we first met again)
ADAM: Bye, thanks for the party. It was really had fun.
He leaves. Felicity sighs and falls back on the bed.

Cut to a cab. Ben gets out.
BEN: Can you wait here for a sec?
He goes over to his father, who's standing outside a bar.
BEN: This is unbelievable.
MR. COVINGTON: I didn't know who else to call.
BEN: Dad! I'm not your sponsor!
MR. COVINGTON: No I know it's just, you, you don't understand how heartbreaking it is to see your child making mistakes.
BEN: Are you serious? Do you understand how manipulative that is?!
MR. COVINGTON: I'm sorry.
BEN: You're using this to threaten me?!
MR. COVINGTON: I'm sorry, I'm sorry. I apologize-
BEN: (mad) Dad, your apologies mean nothing. They mean nothing. You understand me? You wanna drink, go drink, fine. But if you do, I will never forgive you, you understand? I will never forgive you.
MR. COVINGTON: I don't want a drink, all right? I don't want a drink, that's why I called you.
BEN: (leading his dad to the cab) Let's go.
MR. COVINGTON: What, where're we going.
BEN: I'm putting you in a cab.
MR. COVINGTON: I know I'm a bad father but I know you and I know you won't be able to live with yourself if you don't do the right thing.
BEN: Dad, just get in the cab and go home.
MR. COVINGTON: You're too good a person.
He gets in the cab. Ben turns around and walks in the opposite direction.

The party's over. Ben opens the door to Felicity's room. She's asleep. He sits down on the bed, watching her. She wakes up.
FELICITY: Hey. (whispers) How'd it go with your dad?
BEN: It was okay. What're you thinking?
FELICITY: About what?
BEN: About this whole thing. I mean, I wanna talk to you about it but it seems like you're avoiding me.
FELICITY: I have been avoiding you.
BEN: Why?
FELICITY: Because I don't know what to say.
BEN: You can say whatever you want. (Felicity turns her head into the pillow a little) Hey. I mean that. I just, I wanna know what you're thinking.
FELICITY: (raises her head a little) I just keep thinking about, about what you said. And how this isn't gonna change anything. And I wanna believe that. But I don't know if I do. (beat) I mean, I know you. I know how you are. And this choice that you've made I just, I don't know if you're gonna be able to live with that.
BEN: Yeah, my dad said the same thing. (looks down)

Cut to Meghan stomping up the stairs to her and Sean's room after the concert. Sean is sitting on the edge of the bed, his back to her. Meghan hangs up her coat, kicks off her shoes, lies down on the edge of the bed, facing away from Sean, and pulls the covers over her. Sean lies down on the opposite edge, facing away from her.
SEAN: Did you get lucky?
MEGHAN: Did you?
MEGHAN: Well don't let me stand in your way.
SEAN: You know what I think? I think I was standing in your way.
MEGHAN: I just wanna go out once in a while.
SEAN: I just want you to like one of my ideas.
Meghan rolls halfway onto her back.
MEGHAN: You know... the shoes I was wearing tonight were really uncomfortable.
SEAN: Really?
MEGHAN: Yeah. Do you have anything for that?
SEAN: (rolls onto his back) There're shoe covers.
MEGHAN: So. (rolls over so she's facing him) What are those?
SEAN: They go over your sneakers so it looks like you're wearing fancy shoes.
MEGHAN: Hmm. That sounds like just what I need.
They smile.
SEAN: You wanna go out tomorrow night?
MEGHAN: I'll wear my shoe covers.
They laugh.
SEAN: I'm so sorry.
MEGHAN: Me too.
He puts his arm around her as she lays her head on his chest. Sean kisses her head.

Cut to Felicity in Epstein bar. Noel enters and looks around. Felicity sees him. Music: The Actual Tigers, "Halfway House."
FELICITY: Noel? Noel! (he comes over) Hey, what're you doing here?
NOEL: Nothing. How'd things go with Adam?
FELICITY: Good. Good, he's a really great guy.
NOEL: He called me last night after the party he's uh, he felt terrible about what happened.
FELICITY: Oh, yeah, it was awkward.
NOEL: But uh, who could blame him, right? (Felicity smiles) You doing all right?
FELICITY: (so not) Yeah.
NOEL: Are you sure? You seem-
FELICITY: No, I just have a lot . Do you wanna sit down?
NOEL: Uh, no actually I'm- Zoe!
ZOE: Hey. Sorry I'm late.
NOEL: No problem, how are you?
ZOE: Great.
He kisses her on the cheek as Felicity looks on.
NOEL: Uh, did you guys meet last night?
ZOE: No, I don't think so. (holds out her hand)
FELICITY: (shakes it) Hi, I'm Felicity.
ZOE: Zoe.
NOEL: (to Felicity) We work together.
NOEL: (to Zoe) So should we get a table?
ZOE: Yeah, I'm starving.
NOEL: Yeah all right we're gonna get a bite to eat.
ZOE: Nice to meet you.
FELICITY: You too.
They leave. Felicity's smile fades slightly. She looks up at them, next to each other in a booth. Felicity looks down again.
Lyrics: You used to be someone I know
You used to be someone I know

Cut to inside the loft. Someone knocks on the door. Ben slowly answers it. Guess who. His dad. Big surprise, huh?
BEN: Hey. Thanks for coming.
They sit down on the couch.
MR. COVINGTON: So, what's going on?
BEN: I just wanted to talk to you.
MR. COVINGTON: Ben, I'm sorry about last night.
BEN: It's okay. I just, I think you might be right. About me doing this. I just don't know where to start.
MR. COVINGTON: This is new to me too. I'll help you in any way I can.
BEN: Thanks, Dad.

Cut to Ben walking along the street with a bag. He sees the kid he's supposed to big brother, sitting on the same doorstep with a woman. He crosses the street. Music: Matthew Jay, "Meteorology."
BEN: (to the woman) Hey. Hey, how you doing, I'm Ben.
OSCAR'S MOM: Nice to meet you.
BEN: Nice to meet you.
OSCAR'S MOM: All right. Bye honey.
OSCAR: Bye mom.
BEN: Oscar? How you doing, I'm Ben. (sits down next to him) So I guess I'm gonna be your big brother. Yeah. Um, I brought some stuff, okay? (Oscar nods. Ben opens his bag) I got a, like a water gun, check that out. I got a Frisbee, I got a basketball...
Ben digs through the bag.
OSCAR: Basketball.
BEN: You like basketball?
OSCAR: Yeah.
BEN: I like basketball too. I know a great court around here you wanna go shoot around for a little bit?? (Oscar shrugs) Yeah, let's go. C'mon, let's go. All right.
They get up and Ben puts the water gun back in the bag.
BEN: Whoa whoa, wait up.
They cross the street.

Executive Producers: J.J. Abrams and Matt Reeves

Featured music:
Shelby Lynne: Love, Shelby
No Doubt: Rock Steady
Groove Armada: Goodbye Country (Hello Nightclub)
Matthew Jay: Draw


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