Disclaimer: I do not own these characters

This takes place after the moment Felicity realizes she has traveled back in time. It is in many ways the same as the original series portrayed it, but with one or two major changes.

Felicity woke up confused about how she had ended up on the roof. She looked around, dazed, and then turned to find Noel lying next to her. "Oh my God!" she jumped up, waking him up.

"What, what's wrong?" he was still recovering from his sleep.

"Noel! Tomorrow is your wedding! How could we let this happen?"

"My wedding? Are you feeling alright?"

"I can't believe this," there was a tone of urgency in her voice. She became frantic, trying to figure how best to deal with the situation. "Ok I'm going to go downstairs first. You wait five minutes before following. Oh God, if Zoë finds us she's going to kill you!" She turned away and ran.

"Who's Zoë?" he called after her, but she did not hear him.

Felicity entered the loft, realizing she was in different clothes than she had been in the previous night. Ben walked in through the front door carrying a pizza and coke. "Hey," he said, "I'm glad you're still here."

"What?"

"Yea I wanted to talk to you about our fight. It was stupid, I'm sorry. Can we just forget it?"

"Forget about it? Ben what you did to me is unforgivable!" she was enraged that he thought they could simply shrug it off.

"Unforgivable? It was just a printer, and I fixed it. I'm sorry I yelled at you, but I honestly didn't think you would be that upset."

"Printer," Felicity was confused again, "and when did you cut your hair?"

"Felicity you saw it like this already. It's been like this ever since I got back from that EMT training."

She began putting the pieces back together, still not quite believing what was happening. Right then Noel came down from the roof, "Hey." He said trying to sound casual, "I, uh, I didn't know you guys were here. I was just, getting some air." He noticed Felicity looking at him with her mouth open, "What did I say?" he asked, worried he had revealed their secret.

"Oh my God…I, I have to go find Megan." Felicity left before either of them could stop her. Ben and Noel exchanged an awkward shrug.

She ran all the way back to her apartment and woke Megan. "Hey, wake up! Your spell worked, it sent us back to this night!"

"What? What are you talking about?"

"Look around, you're not at Sawn's where you fell asleep. You're here, in my apartment!"

"Felicity I didn't go to Shawn's last night. Now stop yelling and let me get some sleep." Felicity was surprised.

"So you didn't come back with me?" she pleaded, eagerly.

"Come back where? What are you talking about?"

She was silent for a moment, realizing that she was on her own. "Nothing, I just had a bad dream that's all." Felicity turned around and saw Elena standing in the doorway.

"Whatever this midnight rendezvous is could you please be a little quieter?"

"Elena!" she jumped up and hugged her friend, overjoyed to see her alive.

"Yes, it's me. What's wrong with you?"

Felicity answered the door to find Noel. "Hey, come on in."

"Hey," he said and saw the hickey on her neck. "Oh, wow did I do that?"

"Oh, yea. It's ok, don't worry about it."

"What do you mean? If Ben sees that he's going to know that he didn't give it to you and then he's going to wonder who did."

"Don't worry about Ben, I'll tell him."

"You'll what? Maybe that's not the best idea, I mean I don't want to be responsible for your break up. It'll be ugly and unnecessary and you'll both be suffering without each other."

"Look it's better if we're honest about it. If we try to hide it he'll find out anyway and that will just make everything even worse."

"How can you be so sure of that? If we both agree not to say anything then he won't have to know."

"Trust me, it's better if we're honest. I'm tired of all these secrets."

"What secrets?"

"Never mind, it doesn't matter. The point is that I know this is the right thing to do. And besides, things haven't been going well between us. Maybe this is a sign that it's time to end things with Ben." She was trying to give him this information slowly. Felicity didn't want to overwhelm him. The news that she was over Ben would be a complete surprise to Noel and although she was ready to give their relationship another try, she understood that the Noel of this time might not be in the same place.

Her plan of letting him know slowly wasn't going well. He was clearly shocked by how eager she was to tell Ben. "Well, I don't know what to say. I mean, I have to live with him. Think about how awkward that's going to be."

"Yes, I know…please trust me that this is the best thing, ok?"

He saw how convinced she was, and decided maybe she was right. "Ok, I believe you."

She smiled, "Good. I want to be on the same page. I don't think I can do this unless I know you're with me."

"Yea, I'm with you."

"Really?" Noel nodded. They hugged each other, finding comfort in each other's arms. Noel sighed, wishing he felt as sure as she did.

Felicity met Ben at Epstein Bar. After seeing Noel again and being wrapped in his embrace she was convinced she had made the right decision. But, at the same time, she was determined not to rush things. She didn't want to force a relationship. But before she could concentrate on Noel she knew she had to end things with Ben.

"Hey," he said smiling as she sat down.

"Hey," she answered unenthusiastically.

"So why did you want to talk to me so badly?"

"It's about last night."

"Yea, you were acting a little strange. Are you ok?"

"Ben I have to tell you something," her tone indicated this was a serious conversation. His smile went away. "I just, I think we need to end this."

"What? I thought we were doing well."

"No, we're not. All we ever do is hurt each other. And even though it may seem like it we get past our fights all that really happens is they get bottled up and then spill out all at the same time. In the long run we're just not right for each other, and I think it's better if we face the facts now, before it gets any worse."

"I don't understand where this is coming from. Look whatever is bothering you we can get through it together."

"No we can't Ben. I slept with Noel last night." He didn't answer at first, shocked by the revelation. "Doesn't that tell you that something is wrong or missing? If we were doing so great this wouldn't have happened."

"You slept with Noel?" he sounded truly hurt.

"Hey don't act like you're so innocent. I honestly don't believe that nothing happened between you and Jane!" Felicity had to remind herself that this Ben had not yet met Claire. But the rage filled her anyway. And even if he hadn't cheated on him, the fact remained that she had slept with Noel. There was a reason that happened, she just didn't realize before. Noel was the one she wanted, the one she knew she should be with. She cursed herself for being so foolish the first time around. How could she have taken him fr granted for so long?

"Wait, so…you're saying you want to be with Noel now?"

"Yes," she didn't hesitate. She knew it was what she wanted. All these years with Ben had shown her that although there was a spark between them, they were not right for each other. She always seemed to be in pain when she was with him, and she was tired of hurting. Noel made her feel incredible about herself. When she was with him Felicity felt like she was in the clouds. "I'm sorry," she added to Ben and left the bar.

Felicity arrived at the loft eager to talk to Noel. He answered the door with a smile, instantly reassuring her that he was the man she was supposed to be with. She walked in and took a seat at the couch with him.

"So I need to know something," she started, getting right to the point. "How do you feel about me? I mean, what did last night mean to you?"

"Umm…"he was unsure of how to respond.

"Please just be honest and tell me exactly what you're thinking."

"Well, I'm surprised. I mean I thought things were going so well with Ben, and I actually I thought you would think of last night as a regret."

"I don't, not at all. You know that right?"

He looked at her with a curious expression, "Yea, now I do. Look, I gotta tell you that this whole thing is kind of, shocking. I mean I thought things were going great between you and Ben." The look on her face told him that they were having problems. "Ok, well that's what I thought. Anyway, last night, for me, was incredible. It's something I've wanted to happen for a long time. I mean I've been crazy about you ever since I met you and…that hasn't changed."

Felicity smiled. That's exactly what she wanted to hear. "Noel, I broke up with Ben. Our entire relationship is just full of pain and needless heartache. He's just not the right person for me, and I'm not in love with him anymore," she paused as she glanced down at the floor. She hoped she wasn't rushing things. "I…I think we deserve a chance together. I know that in the past whenever I've had the choice, I've never picked you. But I realize that it was a mistake. And I wish I could take it back, but I can't. So I guess now I'm just hoping that you can forgive me, and give me another chance."

He was silent for what seemed like hours. "Wow…I mean…" he struggled to find the words, "I have waited to have this conversation with you for such a long time. I guess I can't believe this is happening. It's just so sudden. I mean it's good, but, sudden. Umm…" he looked at her to see her reaction. She looked disappointed.

"So, what are you saying? I know this must seem out of the blue, especially since you thought I was so happy with Ben, but I think we can't let this opportunity pass us by. Do you feel like that too?" she searched his face eagerly.

"Yes, I do." He smiled. She threw her arms around him, overjoyed by his answer. They kissed each other, both of them excited at the possibility of where they might be going together.