Season 4, Episode 14 - Raising Arizona

Written by Andrea Newman
Directed by Harry Winer
Transcribed by Bitca
Original Airdate: March 27. 2002

(music info is credited to


Open in the loft. Noel works on his laptop. Felicity enters. Music: Julianne Richards, "Imagination."
FELICITY: Hey there!
NOEL: Hey. Ben's still working at the lab.
FELICITY: Yeah, I know. I actually wanted to talk to you, but if now is a bad time...
NOEL: Uh, no, no no, what's up?
FELICITY: (sits down at the table with him) It's about Adam. I just, I don't know what to do. I've been completely avoiding him.
NOEL: Why, because of that kiss?
FELICITY: Yes. And the thing is, I really like working with him. I just don't want it to be weird. And it's gonna be weird, right?
NOEL: No, it's not gonna be weird, you just, you need to talk to him. All right? Adam's a grownup. It'll be fine.
FELICITY: You think?
NOEL: Yeah.
FELICITY: All right, that's what I'm gonna do, I'm gonna talk to him.
NOEL: Good.
FELICITY: Okay. Thank you.
NOEL: Of course.
Felicity is very relieved, and turns around to get a drink.
FELICITY: Hey, I was online, and they have these walking architectural tours of the city.
NOEL: Uh huh.
FELICITY: And there's one tomorrow at noon, it starts in the village. You wanna go?
NOEL: Umm, no, I'm having lunch with Zoe.
FELICITY: Oh, yeah. How's that going?
NOEL: Uh, it's good, I really like her.
He smiles. Ben enters.
NOEL: Hey.
BEN: Um, hey, (to Felicity) can I talk to you for a second?
She puts down her juice and goes over to him.
FELICITY: (to Noel, over her shoulder) There's another one that starts at six, do you wanna do that?
NOEL: Yeah, that sounds good.
FELICITY: Okay, let's do that then.
NOEL: All right.
Ben and Felicity go into his room.
BEN: Sorry 'bout that. I didn't mean to interrupt.
FELICITY: No, it's fine. We were just talking about architecture. It's no big deal.
Ben closes the door and they sit down on the bed.
FELICITY: What's going on?
BEN: I've been trying to figure out this whole pregnancy thing.
FELICITY: I know you have.
BEN: This situation is pretty screwed up, but that's not this kid's fault. I know what it's like growing up without a dad. I feel like I have to be there for him. Or for her. In some way.
FELICITY: (nods) Okay.
BEN: That's it, just okay?
FELICITY: Well, what'm I supposed to say? I mean, it sucks. It's the right thing to do, but it sucks.
BEN: Yeah I know, but we're gonna get through it.
FELICITY: I hope so, I just feel like it's gonna get harder.
BEN: I know, but it'll be okay, I promise.
FELICITY: How can you promise that?
BEN: Because it's true.
Ben looks up, worried, but hopeful.
Opening credits.

Guest starring:
Lisa Edelstein
Christopher Gorham
Jim Ortlieb
Sarah Jane Morris
Derek Richardson
Adria Dawn
Sean O'Bryan

Lauren's hall. A man pushes a stroller around the corner. The baby cries loudly as Ben knocks on the door.
LAUREN: (surprised) Ben.
BEN: Hi.
Lauren leans out into the hall.
LAUREN: (to guy with the baby) Hey Wayne!
WAYNE: (trying to stop the baby, who is now going ballistic) Hi.
BEN: Can I talk to you for a second?
LAUREN: Uh, sure.
They go in. Lauren closes the door.
BEN: Hi.
LAUREN: What's up?
BEN: Nothing, how you doing?
LAUREN: (laughs) I'm fat.
BEN: No, you look good.
LAUREN: (laughs) Oh. Thank you.
They go over to the island in the kitchen.
BEN: So I uh, I wanted to come over and talk to you about all this.
BEN: I know I said I didn't wanna participate, but I changed my mind. I really think that I should be a part of this.
LAUREN: (surprised) Really.
BEN: Yeah.
LAUREN: (still surprised) That's- that's- that's great!
BEN: That's great, but...
LAUREN: No, no buts. That's... (laughs) Okay there is one, um, I'm moving to Arizona next month.
BEN: What?!
LAUREN: My parents are there, in Phoenix, and there's a lot of job opportunities for me there-
BEN: Well that's what I'm saying, (smiles) I'm gonna help out so you don't need to move.
LAUREN: You're twenty years old.
BEN: (smiles) I'm twenty one.
LAUREN: And you're gonna go to med school, and you don't have time to raise a baby. And my parents are retired. They're available all day, everyday.
BEN: I just think the kid needs a dad.
LAUREN: Well I'm not saying it doesn't.
BEN: Well then what'm I supposed to do, am I supposed to move to Arizona?
LAUREN: They have schools there.
BEN: I can't. My life is here.
LAUREN: Well, I need to do what's best for the baby, and right now, what's best for the baby is Arizona.
Ben looks crushed.

Cut to Adam's office. Felicity enters and walks over to him. He is staring intently at his cell phone, which is sitting on his desk.
FELICITY: Hey, Adam? Can I talk to you for a minute?
ADAM: Just a second.
FELICITY: Who is it?
ADAM: The judges. They just decided about the library project, they're gonna tell us if we won or not!
FELICITY: Oh my god that's so exciting!
Adam shushes her, and stares nervously at the phone, fidgeting. It rings. He squirms, takes a deep breath, and picks it up.
ADAM: A-Adam Davis here... Yeah, I was expecting your call... (remembers to breath) I see... Okay... (calm-ish) No, I understand that... I appreciate it... Thank you... Okay.
He hangs it up and turns to her.
ADAM: Yeah!!
Everyone gets up and congratulates Adam. He is beyond happy. Slight mayhem.
FELICITY: Congratulations that is so great!
ADAM: So, can you do this?
FELICITY: (laughs) Can I do what?
ADAM: Next year, can you be here? Help develop this thing?
FELICITY: You mean you'd want me to help?!
ADAM: Yeah, I mean, if you can do it.
FELICITY: I don't know. I mean, maybe. I mean, my boyfriend's gonna be here taking fifth year of premed...
ADAM: In New York?
ADAM: So it's perfect.
FELICITY: (huge grin) Yeah, it kind of is!
ADAM: Wait, do you, uh, did you have something you needed to ask me?
FELICITY: Oh, yeah, um, well, uh, (lowers her voice) um, it was just, about the kiss?
ADAM: Oh, yeah, um, that wasn't good.
FELICITY: It's just, it just can't happen again.
ADAM: No of course not. Ixnay on the isskay. I got it.
FELICITY: (laughs) Okay.
ADAM: Okay.

Cut to Noel and Zoe in a restaurant.
NOEL: What about Cape Cod? I hear the beaches are incredible this time of year.
ZOE: God, a weekend off?
NOEL: Um hmm.
ZOE: It sounds so good.
NOEL: And it's before the summer rush too, which is great.
One of their coworkers, Pauline, enters and sees Zoe. Zoe panics.
ZOE: Oh my god.
She ducks her head down under the table.
NOEL: What Zoe, what, was, what're we-
His head goes under the table. Pauline goes over to them.
ZOE: (whispers) Pauline just came in.
NOEL: Who's Pauline.
ZOE: From work.
Pauline arrives at their table and crouches down.
PAULINE: Zoe? Is that you? (sees Noel) And Noel!
PAULINE: What're you two doing?
NOEL: Oh, well, uh...
ZOE: Uh...
NOEL: We were-
ZOE: -discussing the Broker account.
NOEL: (nods) The Broker account.
PAULINE: I meant what're you doing under the table.
ZOE: Oh, right. Uh... Well... he got dizzy.
PAULINE: Oh, are you okay? Should I call somebody?
NOEL: No, it happens from time to time, I'll be fine.
PAULINE: Oh, okay. Well, feel better.
NOEL: I will, thank you.
PAULINE: I'll see you guys at work.
She gets up and walks away. Zoe sits up. Noel sits up.
NOEL: What was that all about?!
ZOE: Nothing.
NOEL: Nothing, you dove under the table like we were being bombed!
ZOE: I just don't want her to find out about us, okay? She's a total rat. She'd go straight to my dad.
NOEL: Oh, so we're really not telling anybody about this.
ZOE: Are you kidding? No.
NOEL: Look I know your dad doesn't like me but-
ZOE: Can we just go?
NOEL: Can we just talk about this?
ZOE: I don't wanna talk about it. Let's just go, okay?
She gets out of the booth. Noel shrugs and follows her off camera.

Cut to Hodges finishing his O-Chem lecture.
HODGES: Today we went over the three main concepts of stereo chemistry: corallites, handedness, and symmetry (sorry about the spelling/complete incomprehension of all things scientific). These are complicated problems, they overwhelm a lot of students. Don't let that happen. If you have any questions, you know where my office is.
They class gets up to leave. Ben goes over to Hodges' desk.
HODGES: Question?
BEN: (hesitates) Uh, you know what, I'm fine actually.
HODGES: Ben, the upcoming lectures are based on this material. If you have a question, ask it now. It's only gonna get worse.
BEN: It's not about the lecture. I was wondering if you had any information on any premed programs in Arizona.
HODGES: (disappointed) I thought you were gonna stay here.
BEN: I probably am, I'm just looking into it.
HODGES: Well I do know someone on the admissions committee at U of A. It's probably too late for next semester.
BEN: Yeah.
HODGES: But I could call and find out.
BEN: I'd appreciate that. Thanks. Thanks.
He exits.

Cut to acting class. Upbeat string music plays. Meghan and Javier perform "Oedipus Rex" (Sophocles). Meghan reads from the script, almost deadpan.
MEGHAN: For if thou art in suth, as this man sayeth, I pity thee Oedipus. Thou was to misery born.
JAVIER: (really into it, he's memorized the lines!) Ah me. Ah me! (Meghan flinches) All come to pass, all true. Oh light, may I behold thee never more!
Javier takes out a pen and pretends to poke his eye out with it. Meghan rolls her eyes. Javier "stabs" the other eye dramatically, and drops the pen in front of him.
JAVIER: (one hand covering his eyes) I stand a wretch, in birth, in wedlock cursed. A parasite, incestuously. I am cursed!
He sobs. Meghan scoffs. The class applauds, and Javier smiles broadly.

Cut to the students leaving the class.
JAVIER: I'm just saying, you know, maybe next time you give it a little more oomph! You know? I need someone to work with.
MEGHAN: Okay, you know what?
JAVIER: That's what acting is! The more you give, the more you get.
MEGHAN: Oh, like I care about acting!
She picks up her bag and goes off camera. A guy taps Javier on the shoulder as he's about to follow her.
PAUL: Excuse me? (smiles) I'm Paul.
JAVIER: (smiles) Oh, ah, well, I'm not really interested in dating anyone right now.
PAUL: No, no, I'm a director.
MEGHAN: Oh my god! Nice try creepo, he said he wasn't interested.
JAVIER: What do you mean, director?
PAUL: I make commercials. I'm here scouting for new talent. (laughs) I gotta tell you, I loved what you did with Oedipus.
JAVIER: Oh, thank you! You know the whole eye stabbing thing was adlibbed.
PAUL: Well, it was terrific. Look, I think you would be perfect for a spot I'm doing for a mattress warehouse.
PAUL: Yeah, they're looking for someone really... special. Would you be interested?
JAVIER: Interested... Well... Does Rolaids spell relief?
MEGHAN: (to Javier) You're falling for this!
PAUL: Actually, I'd like you to come too!
PAUL: Yeah, you got a real attitude thing going on.
MEGHAN: Yeah, I have an attitude. That attitude says "no."
PAUL: Well, it pays three thousand dollars.
MEGHAN: (cheerful) Really!
JAVIER: Wait, whoa, what about me?
PAUL: You'd both be trying out.
JAVIER: Against each other?
PAUL: Yeah. Unless that's a problem.
MEGHAN: No, not for me!
PAUL: Well, here's your scripts, (hands them each one, cheering Javier up) and uh, I'll see you both tomorrow!

Cut to Ben and Trevor walking.
TREVOR: A walking tour.
BEN: Yeah.
TREVOR: Wow, that guy does not waste time, does he.
BEN: ("that's crazy") Who, Noel?!
TREVOR: Yeah man, it sounds just like before. You and Felicity are dealing with stuff and boom, he moves right in!
BEN: What- he doesn't even know about Lauren.
TREVOR: Dude, he doesn't need to know, guys like that can sense it!
BEN: (smiles) Man, I don't think that's what this is.
TREVOR: I'm just saying, it sounds an awful lot like "Making Out On The Roof Part Two."
BEN: Trevor, it's a walking tour!
TREVOR: What is a walking tour.
BEN: (a wreck) I don't know! But it's fine!
TREVOR: All right, if it's fine with you, it's fine with me.
Ben looks disturbed.

Cut to Noel on the couch in the loft, studying a map of the city. Felicity enters. Music: Adam Daniel, "Cured."
NOEL: Hey, you ready to go?
FELICITY: (very excited) Guess what.
NOEL: What.
FELICITY: Adam's design won the competition.
NOEL: What?
FELICITY: I know, can you believe that?!
NOEL: That's amazing!
FELICITY: And he asked me to work with him! I might actually have a job next year.
NOEL: Congratulations.
FELICITY: Thank you.
NOEL: Oh my god! (gets up to get his coat) Oh, uh, speaking of next year, one of Ben's professors called and left a message on the answering machine, saying he needs to talk to Ben about some premed program in Arizona?
FELICITY: (surprised) Arizona.
NOEL: Yeah, I thought you might know what it's about.
Ben enters. Felicity and Noel look at him.
BEN: Hey.
BEN: You guys still going on that walking tour?
NOEL: Yeah, yeah, we were just about to leave.
BEN: Well, I'm gonna go study at the lab.
He goes into his room.
FELICITY: (to Noel) I'll be right back.
Noel thinks, then takes off his coat.

Cut to Felicity entering Ben's room, where he's refilling his backpack.
FELICITY: So, what's in Arizona?
Ben turns around.
BEN: What?
FELICITY: Uh, your professor called and left a message about some premed program in Arizona.
BEN: Noel said that?
FELICITY: Yeah, he was just passing along a message.
BEN: If it was a message for me, why is he telling you.
FELICITY: Why does it matter. Ben, what is going on?
Pause. He sighs, then walks past Felicity and slams the door. When he speaks, his voice is very calm compared to his actions.
BEN: Lauren's moving to Arizona.
Pause. Felicity is floored.
FELICITY: So you're moving?
BEN: (very quietly) I don't know what I'm doing.
FELICITY: When were you gonna tell me this?
BEN: I just found out this morning, I haven't had time to think about it myself.
FELICITY: Yeah, but you told your professor.
BEN: Yeah, I did, he's looking into possibilities for me, yeah.
FELICITY: So there's a possibility.
BEN: I don't know, but we're gonna figure it out, okay?
FELICITY: You keep saying that. You keep saying that everything's gonna be okay, but suddenly, you might be moving to Arizona!
Ben sits down on his bed.
BEN: I just wish he would mind his own business.
FELICITY: This has nothing to do with Noel, this is about us! Ben. (sits down in his desk chair) Ben, Adam won the competition. He wants me to stay in New York next year and work on it with him.
BEN: (sincerely) That's great.
FELICITY: (nearly hysterical) No, it's not great, not if you're gonna move to Arizona! We have to talk about this, I mean, what's gonna happen after graduation?!
BEN: I don't know.
FELICITY: Well are we even gonna be together?
BEN: (raises his voice) I said, I don't know! I'm trying to figure it out, I don't have all the answers right now! Okay?
FELICITY: (quickly) Okay.
She gets up and leaves. Ben thinks for a few seconds, then follows her. He sees Noel putting on his coat and opening the door for Felicity, and they exit the loft. Ben goes back into his room.

The loft. Sean is cooking, Ben sits at the table. Noel enters.
NOEL: Hey!
SEAN: Hey! So how was your big tour?
NOEL: It was pretty cool, actually.
SEAN: Yeah?
NOEL: Yeah!
BEN: (cold) Hey man, next time I get a message on the machine, give it to me and not somebody else.
NOEL: What're you talking about?
BEN: That message from my professor.
NOEL: Oh, he said it was important, I just thought Felicity would see you before I would.
BEN: Just tell me about it next time, okay?
NOEL: Sure.
Noel takes off his coat. Ben goes into his room. Sean watches him, then follows.
SEAN: Hey.
BEN: Hey.
SEAN: What was that all about?
BEN: Come in, close the door.
Sean does so.

Cut to after Ben has told Sean everything.
SEAN: Oh my god.
BEN: Yeah, it's a mess.
SEAN: I'm sorry.
BEN: Thanks. Um, Noel doesn't know, so...
SEAN: Oh, yeah.
BEN: Thanks.
SEAN: You know, legally, legally you could keep her here.
BEN: What?
SEAN: Yeah. Fathers have rights.
BEN: Well, what'm I supposed to do, get into some legal battle?
SEAN: ("duh") Yes.
BEN: I-I don't wanna do that.
SEAN: Well what do you want?
BEN: I have- I have no idea.
SEAN: You probably don't wanna hear this right now, but, Santa Fe is really supposed to be beautiful.
BEN: Yeah, that's in New Mexico.
SEAN: Oh...

Cut to Javier rehearsing for his mattress commercial, complete with dramatic hand gestures. He's really enthusiastic.
JAVIER: Aching back? Sleepless nights? Then come to Looney-Lanie for our super firm, super comfy, and super cheap mattresses! (side view of Elena sitting on the couch, watching. Meghan sits at the desk, not watching) If you're not sleeping like a baby, your money back, guaranteed. (Elena smiles) We have the best deals in town: no interest, no payments, no money down! Your lumbar will love Looney-Lanie!!
ELENA: (clapping) Yay, that was so good!
MEGHAN: It's lum-BAR, not BER.
JAVIER: That's what I said.
MEGHAN: ("yeah right") Okay.
JAVIER: (quietly, to Elena) Is that what I said?
ELENA: Why don't you just try it again.
MEGHAN: You're not gonna do the whole thing like that, are you?
JAVIER: Like what.
MEGHAN: Never mind.
She goes into the kitchen. Javier follows her.
JAVIER: Okay. I know you're trying go all, Miss Suddenly-I'm-A-Big-Actress...
MEGHAN: I don't know what you're talking about.
JAVIER: You're little mind games? Well they're not gonna work.
Elena enters.
ELENA: Relax, Javier.
JAVIER: (upset) No! She should relax! You're stealing my dream!
MEGHAN: I'm not trying to steal anything.
JAVIER: You don't even care about acting!
MEGHAN: No! But I care about the three thousand dollars.
ELENA: Three thousand dollars?! Maybe I should audition.
JAVIER: You now too? Okay, fantastic. (to Meghan) You know, a real friend would drop out.
MEGHAN: A real actor wouldn't care.
JAVIER: Okay, that's it! This actor is going to nail that audition!!
MEGHAN: Wow. That is a dream.
JAVIER: Okay, well just don't come crying spilled milk to me when you don't get the part!
MEGHAN: Don't worry! When this is over, the only one who's gonna be crying is you.

Cut to Adam's work place thingy. Felicity enters and goes over to him.
ADAM: Hey.
ADAM: I was going through some stuff, there's a bunch you should look at.
ADAM: What?
FELICITY: I don't think, um, I'm gonna do this with you.
ADAM: Oh, no! It's not that kiss, is it? 'Cause I won't do that again. Ever.
FELICITY: No. It's not the kiss. I just, I don't know where I'm gonna be next year.
ADAM: I thought you were gonna be in New York with your boyfriend.
FELICITY: I know, so did I. But, um, it turns out, he might not be.
ADAM: Does he know what a big deal this is?
FELICITY: He has kind of a big deal of his own.
ADAM: So why is his big deal trapping your big deal.
Felicity looks like someone just pulled the blindfold off.
FELICITY: I don't know. It just does.
ADAM: I'm sorry, am I prying? Dina says I pry too much.
FELICITY: No no no, it's fine.
ADAM: (sits down) I really wish you could do this.
She smiles and leaves.

Cut to Noel, the hall, Webb graphics. Zoe catches up with him.
ZOE: Hi!
NOEL: Hey! How's it going?
ZOE: Good. (lowers her voice) So, I told Pauline.
NOEL: Who?
ZOE: Pauline? From lunch?
NOEL: Ah, right, Pauline from lunch. How is Pauline?
ZOE: Well, I wasn't sure she believed our story, so I just clarified it a little, and I think she's convinced.
NOEL: Zoe, I've been thinking about this, and we should just tell your dad.
They enter Noel's office.
ZOE: No, that is not happening.
NOEL: Why not?
ZOE: Well, because!
NOEL: Well he's gonna find out eventually, I mean, don't you think he'd rather hear it from us and not Pauline?
ZOE: Uh, I don't want him to hear it from anyone.
NOEL: I don't understand.
ZOE: Look, um, it's not just my dad, okay?
NOEL: Fine, what else is it?
Beat. Zoe looks uncomfortable.
ZOE: Can we not talk about this right now?
NOEL: No, we have to talk about this. I don't wanna be in the kind of relationship where you have to hide it from everybody. Do you?
ZOE: No.
NOEL: Okay. So what is it?
ZOE: Look, I don't think this is gonna work out.
NOEL: What?
ZOE: You and me, it's just..... This was obviously a mistake.
She goes to the door. Noel thinks she's joking or crazy.
NOEL: Mistake? (smiling) Zoe!
ZOE: (as she exits) I'm sorry.
Noel realizes what just happened.

Cut to O-Chem classroom. Ben looks in. He goes around the corner into the hall, where Hodges is talking with another student.
BEN: Professor Hodges?
HODGES: Oh, yes. (to student) Okay. (the student walks away)
BEN: Sorry to interrupt.
HODGES: That's all right. You got my message?
BEN: Yeah, just that you called.
HODGES: Well, I spoke to my colleague at U of A, and apparently the deadline was last month.
BEN: It was.
HODGES: But she said she'd consider your application as a favor.
BEN: Okay.
HODGES: But only if I can fax her your transcript and a letter of special circumstance by tomorrow.
BEN: By tomorrow?
HODGES: Yeah, she's going on a lecture tour, and she won't be back till the end of the summer.
BEN: Okay, I just, I haven't had a lot of time to think about this.
HODGES: I understand. But you have to understand that this is a big favor. So I don't wanna ask her unless you're certain you'll do this.
BEN: No, of course, of course. Just, I don't know, I honestly don't know, this is happening so fast.
HODGES: Sorry, there's nothing I can do about that.
BEN: Okay. Thank you.

Cut to Ben and Lauren in a restaurant.
LAUREN: That's a lot of pressure. I'm sorry.
BEN: I was thinking, maybe could wait till next year to move...
LAUREN: Ben...
BEN: What? I can take classes at night, I'd be available during the day...
LAUREN: I've got everything worked out already. I've got a job lined up, a pediatrician...
BEN: There are doctors here, I'm sure you could find a job.
LAUREN: It's not that simple.
BEN: I thought you said you wanted what's best for the kid.
BEN: Okay. Well, isn't it best for the kid to have parents who live in the same state?
LAUREN: I'm... I'm sorry. I'm really sorry. But I'm moving.
BEN: Fine, you wanna go to Arizona, go to Arizona.
He gets up, and (mildly) storms out.

Cut to Felicity entering the empty loft. She looks in Noel's room. He's lying on his bed, drinking a beer, depressed. Music: Mojo Monkeys, "Just Go On Home."
NOEL: Looking for Ben?
NOEL: He's not here.
FELICITY: Hmm. What're you doing?
NOEL: Nothing.
FELICITY: Can I join you?
NOEL: Yeah.
She enters and sits on the bed next to him.
FELICITY: So what's wrong?
NOEL: (smiles) Uh, Zoe broke up with me.
FELICITY: Why, what happened?
NOEL: (staring at the bottle label) I don't know, I thought she liked me. But, uh, I guess I was wrong. (looks up) You okay?
Felicity forces a smile and nods.
NOEL: (sits up) What is it.
FELICITY: (trying not to cry) Nothing, I'm just, uh, god. (breaking down) I'm just kinda going through a hard time right now.
NOEL: Is it Adam? Did something happen?
FELICITY: No, no no.
NOEL: What, what is it?
FELICITY: (sighs) Ben got Lauren pregnant.
NOEL: Oh my god.
FELICITY: And she's gonna move to Arizona, and he might go with her.
NOEL: (shocked) I'm- I'm so sorry.
FELICITY: I just don't know what to do. It's just...
She tries to steady her breathing.
NOEL: I know, I know.
He pulls her into a half hug, with her head on his shoulder. Shot looking at the door. Ben appears. Felicity looks up.
BEN: This is unbelievable.
He goes into his room, slamming the door. Felicity rubs her head.
FELICITY: Oh my god.
NOEL: You should go talk to him.
She gets up and goes into Ben's room and closes the door.
BEN: What the hell is that? What's going on?
FELICITY: What do you mean?
BEN: What do I mean. Every time something's wrong with us you just, you run to him!
FELICITY: I didn't run to Noel, I actually came here tonight to talk to you!
BEN: It didn't look like you were here to talk to me.
FELICITY: (exasperated) Ben, we were just talking in there.
BEN: What were you talking about? Were you talking about me and Lauren?
FELICITY: Ben, this is really hard for me and I feel like I really need someone to talk to about this, and you won't talk to me!
BEN: WHAT A BUNCH OF CRAP, I won't talk to you.
FELICITY: He was making me feel better.
BEN: Yeah, I bet he was making you feel better.
FELICITY: No. Stop. This has nothing to do with Noel. Okay?
BEN: Are you kidding me? If you hadn't slept with him, none of this would've happened.
Felicity gives him an "oh my god I can't believe you actually said that" look.
FELICITY: You're blaming- Whoa, no. You're blaming ME for this?!
BEN: If you hadn't cheated on me I never would've been with Lauren.
FELICITY: No one forced you to sleep with her.
BEN: No one forced you to sleep with him!
FELICITY: Oh my god. You're never gonna get passed that, are you?
BEN: No, I guess I'm not. I guess I'm not gonna get over it, so why don't you just go be with him. 'Cause I'm sick of this.
She stares resolutely at him for a few seconds, then exits the room. Ben and Noel both watch her go. Ben stares at Noel as he closes the door to his room.

I'm guessing it's in the UNY architecture area. Felicity copies a page out of a book with the photocopier. Adam comes up to her, eating a bag of something.
ADAM: Hey! What're you doing?
She sits down at a table.
FELICITY: Uh, I'm looking at these books. I really like this one. (points)
ADAM: Oh yeah, (architect) he's one of my heroes. (still looking at the picture) Cheesy puff?
FELICITY: Ah, no thanks. If I were to change my mind about working with you-
ADAM: You'd change your mind?
FELICITY: Yeah. Is it too late?
ADAM: Are you kidding? No!
FELICITY: Good, because I really want to.
ADAM: Can I pry?
ADAM: Um, I'm just wondering, did something happen with your boyfriend?
FELICITY: Uh.... yeah, we sort of broke up.
ADAM: Wow, I'm sorry.
FELICITY: Yeah. Thanks.
He sits down across from her and turns on a lamp.
ADAM: Do you wanna talk about it? I mean, I give really good breakup advice. I have plenty of experience.
FELICITY: Uh, not right now, but I will keep that in mind. (smiles)
ADAM: (tentatively) Well, at least you're doing your big deal now, and not his? (Felicity looks a little frozen) That's gotta be a good thing, right?
FELICITY: Yeah. Actually, it is.
Adam holds out the bag of cheesy puffs. Felicity smiles and takes one.

Cut to Sean and Noel at Webb graphics, getting ready for a presentation.
SEAN: Okay, do you wanna talk this thing or should I.
NOEL: Um, you should. I'm not going.
SEAN: What?
NOEL: Yeah, I'm gonna go home, get some work done there.
SEAN: Why? What's going on?
NOEL: Just, I don't wanna see Zoe right now.
SEAN: Why not?
NOEL: Uh, because we broke up.
SEAN: What? How?
NOEL: I don't know, we were just talking about her father, and... that was it.
Sean stops walking.
SEAN: Whoa whoa whoa. That was it? What's that mean.
NOEL: She said, uh, she said she didn't think it was gonna work out.
SEAN: Wow. Sorry. I really thought she liked you.
NOEL: Yeah. I thought she liked me too.
Pauline walks down the hall in their direction.
PAULINE: You two coming to the meeting?
NOEL: Um, no, I'm not, I've got that Isiage problem to do, (to Sean) so, I'm gonna get out of here. I'll talk to you later.
Inside the meeting room, Zoe looks up from the papers she's shuffling through at Noel. He meets her gaze briefly, and then turns around and walks in the opposite direction.

Cut to the auditions. A guy motions to his back as he speaks his lines (no sound). Cut to Javier looking in through the window at the top of the door. Meghan pushes him to the side and looks in. Javier turns and walks away from the door. Meghan follows him.
MEGHAN: All right. I can't take it anymore.
JAVIER: Well no one's forcing you to do it.
MEGHAN: Not the audition, this. Us. It's so dumb! I was thinking about that guy Oedipus last night. He had problems. We don't have problems. This is a commercial for mattresses.
JAVIER: So what are you saying.
MEGHAN: I'm saying I'll drop out if you want me to.
JAVIER: This is more of your mind games, isn't it!
JAVIER: Okay. Why don't we do this. We both try out, and whoever gets the part has to take the other one out to dinner.
MEGHAN: Just remember, it's lumbar not lumber.
Javier smiles.
JAVIER: Can we hug now?

Cut to people exiting the meeting at Webb. Zoe walks over to Sean as he gathers his stuff.
ZOE: So, uh, what happened to Noel?
SEAN: Nothing, he, uh, had some stuff to take care of.
ZOE: Oh. Okay. (starts to leave, then stops) So he's all right?
SEAN: Yeah. He's fine.
ZOE: Good.
She heads for the door, towards the camera. Sean quickly gets the rest of his stuff and goes after her.
SEAN: Look, Zoe?
She turns around.
SEAN: I know it's none of my business, but um, Noel's a really great guy.
ZOE: (smiles) Yeah, I know.
She starts to leave again.
SEAN: No, he's one of the best guys I've ever met.
ZOE: Yeah, I know.
SEAN: Well, um... If you do, then I'm a little confused. He said you're calling things off.
ZOE: Sean, it's complicated.
SEAN: Is it your father? Is that what it is?
ZOE: I really don't wanna talk about this...
She starts to go for the door again, and Sean stops her.
SEAN: Okay, one last thing. And just trust me on this? (deep breath) If you let Noel go, you're gonna be sorry.
Zoe looks down. Sean walks out the door. Zoe turns around, thinking.

Cut to the loft. Felicity knocks on the door, and Noel answers.
NOEL: Hey.
FELICITY: Hey. He isn't here, is he?
NOEL: Uh, no he's not.
FELICITY: I just wanted to get a few of my things.
NOEL: Sure, yeah.
She enters and he closes the door. Felicity starts going around the apartment. Noel watches, his hands in his pockets.
NOEL: You okay?
FELICITY: I don't know.
He rubs his face.
NOEL: Does he- Does he really think there's something going on between us?
FELICITY: I don't know, I just- I don't think he's gonna get past what happened.
The door opens and Ben enters.
NOEL: Hey.
FELICITY: I'm just picking up some of my stuff.
Ben doesn't answer, just looks down and heads for his room.
NOEL: Oh, this is ridiculous. Ben, can I talk to you?
BEN: (keeps walking) No, I don't wanna hear it right now.
FELICITY: You don't have to say anything.
NOEL: Ben, you're being ridiculous! Look, there is nothing going on between Felicity and me and if you think that there is, then you're wrong! (Ben turns around) God, she loves you! She loves you! Not me. Look, I have enough relationship problems of my own, I don't need to be a part of yours. (pause. Ben looks from Noel to Felicity, who looks down, arms folded, with her back to Ben.) Come on, you guys love each other, you should be together. Just work it out, okay? Please?
He exits.

Same. Felicity turns her head to look at Ben.
FELICITY: Do you want me to go?
BEN: You can do whatever you want.
She starts for the door. As she's about to open it...
BEN: Wait, wait. (Felicity looks at him) I shouldn't've said what I said. (pause) Obviously what happened with me and Lauren wasn't your fault. My fault. I was just- I was angry. I'm sorry.
He looks up at her. Felicity puts her stuff down and walks towards him.
FELICITY: Ben, you have to know, there is nothing going on between me and Noel. I made a horrible mistake at the beginning of this year but it will never happen again.
BEN: No, I know.
FELICITY: But do you? Do you really know that?
BEN: (still looking down) Yeah.
FELICITY: Then why did you get so angry?
BEN: I don't know, things are just so crazy right now. I just feel like I'm drowning, and I feel like I'm pulling you down with me. The thing is, sometimes I feel like you should be with somebody else. Sometimes I think you should be with Noel.
FELICITY: (walks the rest of the way to him) Ben, I want to be with you.
BEN: I wanna be with you too.
She hugs him tightly.

Cut to later. They sit in the living room, across from each other, close.
BEN: (very slowly) I was wondering, if you would come to Arizona with me.
FELICITY: You know, I've been thinking about that too. (voice breaks a little) Um, I just can't do that. I just feel like I need to find my own direction, I need to find out what my life is. (Ben nods) But I wanna find that with you!
BEN: (little smile) There's gotta be some way we can do this.

Cut to Webb graphics. Noel and Sean are looking at a computer monitor, gesturing.
NOEL: That is hideous.
SEAN: That is hideous!
NOEL: She knows it, I know it...
SEAN: Tell him that is hideous!
Zoe comes up to them.
ZOE: Hi.
NOEL: Hey.
ZOE: Can I- Can we talk?
SEAN: Oh! Yeah, I'm gonna go to the kitchen anyway, get one of those little, um, waffle things.
Noel and Zoe go into an office.
NOEL: So what's up?
ZOE: I wanna tell you the truth. Which is that my father doesn't hate you. He's just protective.
NOEL: Why. It's not like I'm gonna do anything.
ZOE: (shakes her head) None of this has anything to do with you.
NOEL: So what is it?
ZOE: It's me. I'm just, I've been going through a really hard time. For about two years.
NOEL: What happened.
ZOE: It's gonna sound stupid.
NOEL: No it won't.
ZOE: I fell in love with someone who was in love with someone else.
Noel smiles.
ZOE: See, it's stupid.
NOEL: No. That's not what I was thinking.
ZOE: I just... I got really depressed. I ended up in the hospital. I mean, I'm fine now, but... That's why my dad acts the way he does. He's worried about me.
NOEL: (nods) I'm sorry.
ZOE: I should've told you before, but, I thought once I did you wouldn't wanna see me anymore.
He moves closer to her.
NOEL: Why. Why would you think that?
ZOE: I don't know, it was embarrassing.
NOEL: No, it's not. I know more about this than you think I do.
ZOE: Yeah?
NOEL: Yeah.
They kiss. Pauline bursts in.
PAULINE: Noel, Mr. Webb wants- Oh! Sorry.
She exits quickly.
ZOE: (laughs) So, I guess we'd better tell my dad.
NOEL: Is that okay?
ZOE: Yes.
They hug.

Javier practices his acting in front of the mirror.
JAVIER: Then, had I never come to share my father's blood, nor climb my mother's bed...
Meghan enters.
JAVIER: So what?
MEGHAN: So... did they call to say you got the part?
JAVIER: Wait, didn't they call you?
MEGHAN: Why would they call me.
JAVIER: Because.
MEGHAN: Because why?
JAVIER: Because you were supposed to get it.
MEGHAN: What're you talking about?
JAVIER: I flubbed my line on purpose.
MEGHAN: What?!
JAVIER: I wanted you to get it so I said lum-ber every time.
MEGHAN: We are such idiots.
She sits on the couch.
JAVIER: Okay, for your information, I think that was a really sweet thing for me to do.
He sits down next to her.
MEGHAN: Yeah, except I messed up so you'd get the part.
JAVIER: Oh my god! That's the sweetest thing I've ever heard! This is what I was saying about acting, you give to the other person and look what you get!
MEGHAN: Nothing! Neither of us got the part.
JAVIER: No. But we got a real friendship.
He holds out his arms.
MEGHAN: Don't hug me.
He hugs her anyway. Meghan sighs and pats him on the arm.

Cut to Ben walking down Lauren's hall. He knocks on the door, and she opens it.
BEN: Hi.
LAUREN: Wow, this is becoming a habit.
BEN: Yeah, can I talk to you?
LAUREN: Yeah, come on in.
BEN: No, thanks.
LAUREN: Okay, what is it?
BEN: I know there are a lot of really good reasons for you to move to Arizona, but I think you should reconsider one last time.
LAUREN: Ben...
BEN: Look, I'm trying to reason who I am, but you know, I do have some rights here.
BEN: I mean, legally, I could try to keep you from going.
LAUREN: Oh my god.
BEN: I don't wanna do that. I really don't. But this is my kid too. Because, like it or not, I'm a part of this now, I'm involved. You've gone and you've made all these decisions without me, and you can't do that anymore.
BEN: Okay what?
LAUREN: Um, (smiles) okay I'll think about it.
BEN: Good.
She watches him leave.

Noel opens a can in the loft. Ben enters. Music: Jenifer McLaren, "Go."
BEN: Hey, man.
NOEL: Hey.
BEN: I'm gonna go over to Epstein bar to meet Felicity. You wanna come?
NOEL: Yeah.
The get their coats. Noel shuts off the lights on the way out, Ben closes the door.

Felicity waits for their drinks at the bar, watching Ben and Noel talk in a booth across the room. She smiles. The bartender gives her three beers. Felicity takes them and walks over to the booth. She sets the beers down, and sits next to Ben. The three of them laugh and clink bottles.

Executive producers: J.J. Abrams and Matt Reeves



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