Felicity is in the art room late on a Friday night by herself. She is working on her piƱata painting. As she dabs her brush in some more paint she pauses. You can tell she is in deep thought.

Suddenly Noel is at the door.

"Hey," he says peeking his head through the door.

"Hey," Felicity says with a bright smile suddenly brought out of her thoughts. She is obviously thrilled to see him, "What's up?"

"Oh I was just heading out when I saw the light was still on here," he said still standing at the door.

"Noel, come in," she says motioning him to come in. He walks in then shuts the door behind him, "What made you think I was still here on a Friday night?"

"Because I knew you had about as much of a life as I do," he laughs and walks over towards her.

"You have a point," she says sitting up straight on her stool as he begins to look at her painting.

"So you decided to do the pinata?" he asks standing next to her. His eyes drift down to look at her but then dart back to the painting. Felicity shifts in her seat feeling the tension rising between them.

"Um...yeah. Is it bad?"

"No, not at all. It's great!"

"Thanks, I'm hoping this gets me into the art program."

"Well, this will do it," he says looking back at her.

"Yeah, I hope so," she smiles looking up at him. There is a long silence as they look at each other.

"I should go," he says as he turns away. He walks towards the door.

"Noel!" she blurts out.

He turns back to look at her.

"I'm..." she pauses for a few seconds trying to find what she wants to say to him, "I miss you."

"Yeah, I know. You already told me that," he smiles still glad to hear those words.

"But, I can't stand not having you around. I want to be able to talk with you, to spend time with you. I want you in my life," she says softly and looks down to the floor.

"I know...I just can't right now," he says and turns towards the door again.

"I need you Noel," she says still quietly and looking at the ground.

"Why can't you go to Ben!" he blurts out, out of nowhere.

Felicity takes in what he said with a little shock and looks up at Noel who is still standing at the door with his hand on the door nob. She stands up off the stool and pulls a few loose strands of her hair back behind her ear.

"Because he isn't my best friend. You are..." she says as they stand there looking at each other.

"Well, that isn't really fair to either of us. Ben or I," Noel says with a sad but concrete look on his face.

"Yeah...I know..." she says not knowing what more to say but knowing there is so much more that she wants to say.

"I can't keep being your doormat anymore," he says matter-of-factly. He then turns towards the door and turns the nob but it doesn't open. He tries again and pulls but nothing happens. He gets frustrated and keeps pulling but still nothing.

"Oh no, I think Mr. Cavallo locked the door already," she says walking towards Noel to help him.

"Great. That's just what I needed," he says now banging on the door but nobody is responding.

"Noel, there isn't anybody here," she says putting her hand on his shoulder and he jumps. As he recomposes himself he starts pacing across the room.

"Isn't there a phone or something we could call someone?" he asks while still pacing.

"No, there's one in the hallway..."

"Yeah, well that doesn't help," he says getting more frustrated.

"Noel, calm down. There is nothing we can do. We might as well just relax."

"That's easy for you to say."

"I don't know what to say anymore. I don't want to fight with you anymore! I don't want all this tension between us. I want to go back to how things used to be with us!" she jumped at him.

Noel stops pacing and looks at her upset. He then turns his head to look out the window.

"What were we ever anyway?" he asks looking back at her sternly, "First we were friends, then we were a couple, then we broke up, then we were almost a couple again and then...then things were never the same," he says and a sad look goes across his face.

"Because of Ben..." she says quietly.

"Because you chose Ben over me." he says and sits down and leans up against the wall. He leans his head back and closes his eyes.

"I didn't choose Ben over you. I chose an experience over you. I was scared what was going on with us and what would happen. If I went with you I didn't know if things would get better or if you could forgive me or if things would just become amazing. And my feelings were always so intense with you I didn't know how to deal with them. Then Ben came along, I had always had a crush on him...you know that. He was this fantasy in my head...and I wanted to see what it was like in my reality. Turns out, it was kinda like a fantasy but now I'm not sure if it's something that's meant to last." she said and took a deep breath and then sat down on the floor as well.

"What do you mean?" he asks looking like he might want to cry but wouldn't.

"I mean...I love Ben...and I love being with him. But in the long run you are the one I want to go to when I have a problem. You are the one I want to stay up late talking to. You are the one I see when I think of my future. And my future is so unsure as far as everything else that it blows my mind that you are the only one I know I'll need tomorrow and the day after that. Unfortunately, things with us got so complicated," she says pulling up her knees and wrapping her arms around them.

"I think the problem is you aren't ready to let go of your fantasy yet."

"I think the fantasy ran it's course. I think me sleeping with you was me realizing that I needed more than a fantasy...but I didn't realize that until just now," she said starting to cry.

Noel moves over to her and puts his arm around her. She leans her head on his shoulder as a tear rolls down her cheek.

"I'm just so confused..." she says.

"That's part of being in college, join the club," he says lifting up her face to his with his hand and wiping away her tear.

The song "It's Alright" by Candlebox starts playing.

Felicity and Noel are staring into each other's eyes. She leans forward and kisses him very slowly. He holds her face with his hands and brings her in and she wraps her arms around him. Just as they lay down on the floor Noel suddenly pushes her away and jumps up.

"What are you doing?" he exclaims in frustration.

"I don't know," she says sitting up and adjusting herself.

"Well, I think it's about time you do know. I can't keep doing this. I can't keep waiting for you. I deserve better than that. Even Ben deserves better than that. God, I can't believe I just said that," he says and starts pacing again.

"Noel, sit down and talk to me," she says motioning to him.

"I think I'm better up here," he says continuing to pace.

"Noel I'm sorry for everything I've put you through. You do deserve better than me," she said sadly looking down.

"That's the thing. The one thing I deserve better than is the one thing I'm madly in love with," he says still pacing and sort of ranting, "I just want to stop loving you Felicity."

She stands up and walks over to him. She stands in front of him and touches his chest gently. She then wraps her arms around him and hugs him. He wraps his arms around her and squeezes her so tight.

Felicity and Noel are laying on a blanket. Noel is asleep and Felicity is watching him sleep. She is lying on her side leaning her head on her hand.

The song "Thank You" by Dido is playing.

She brushes his hair away from his face and smiles.

"I think...I think I have always loved you Noel. I think it scares me that I could spend the rest of my life with you. I wasn't ready for that 4 years ago. But now, all I want to do is be with you and lie in your arms. I wish we could pretend like the last 3 years didn't tear us apart. I wish I could explain to you how much you mean to me..." she says quietly and cuddles up with him in a spooning position. His arms wrap around her and she closes her eyes. He then opens his eyes.