Series Finale Part 2 - Back To The Future

Written By Jennifer Levin and Josh Reims
Directed By Lawrence Trilling
Transcribed By Bitca
Original Airdate: May 22. 2002


(Transcriber's note: Most of this episode is clips from the past four years. The flashbacks are indented, with the episode name on the side)

A desk. Someone dumps out an envelope onto it. Noel's wallet, watch, magic eight ball key chain with the key to his apartment. Felicity slowly reaches for the key chain.
COP: We have something for you to sign.
Pan back. Ben is behind her, they're at the hospital.
FELICITY: (cont) This is all my fault.
BEN: No it's not.
FELICITY: If I wouldn't've come back here...
The cop comes back and hands Felicity a paper. She signs it.
COP: Thank you.
Felicity is still dazed.
BEN: C'mon, let's go.
They leave, arms around each other.

Cut to the loft.
SEAN: I can't believe it.
BEN: I know.
SEAN: I mean I-I saw the fire trucks blocking the entrance and, you know, I walked right by there.
Cut to Ben and Felicity sitting on the couch. Felicity is holding a pillow. Meghan enters.
MEGHAN: We need to talk. (sees their faces) Okay, who died.
SEAN: Noel.
MEGHAN: Oh, Sean, when're you gonna figure out you're not funny!
FELICITY: Meghan, it's true. Noel was in a fire in the administration building.
MEGHAN: Oh my god.
She sits down next to Sean, and looks down at a piece of folded paper in her hand.
MEGHAN: Hey. You know, maybe you can undo it.
FELICITY: What do you mean.
MEGHAN: I found Korsekov.
FELICITY: Oh my god.
BEN: You found the guy who wrote that book?
FELICITY: He's the one who's spell we used.
MEGHAN: (hands Felicity the paper) It's that address.
Felicity opens it hurriedly.

Cut to Felicity walking down a hall. She hesitates, then knocks on a door. The door opens, with the chain still in place. A bald man in p.j.'s and a bathrobe peeks out menacingly.
FELICITY: Hi, I'm looking for Paul Korsekov?
KORSEKOV: Sorry not interested.
He shuts the door. Felicity looks around, then knocks again. The door opens all the way.
KORSEKOV: Look, I'm not buying-
FELICITY: I'm not selling anything! Uh, my name is Felicity Porter, and um, I need your help. There's a book that you wrote. Mystical Incantations, Part II.
KORSEKOV: Who told you about that?
FELICITY: A friend of mine did the time travel spell-
KORSEKOV: Did Glemming send you? (yells down the hall) IT ISN'T FUNNY ANYMORE! You can tell him I burned the original.
FELICITY: No, waitwaitwait! You burned it?
KORSEKOV: I admit it, the spells don't work so (down the hall) STOP WITH THE HARASSMENT!
FELICITY: The time travel spell does work. (Korsekov looks interested) That's why I'm here. Uh, I've already done all of this. I've been a senior. I've already graduated. The reason all this happened was I found out my boyfriend cheated on me and my friend Meghan did your spell so I could come back here and be with this other guy. This really great guy who I always wanted to be with, but now he's dead. You're the only one who can undo this.
KORSEKOV: So, Glemming didn't send you.
FELICITY: No, I don't even know who that is I just, came to see you.
Korsekov opens the door all the way and walks away. Felicity follows him into the apartment, closing the door behind her.

Cut to Noel's magic eight ball. Pan over various objects from over the years. A dart gun, framed pictures, an audio tape, Boggle, a book. Felicity puts it all in a cardboard box. Zoom out to Ben watching her.
BEN: What is he doing with all this stuff?
FELICITY: I don't know. He said it might not even work. It's the only way to explain what was and what is. Hey can I use your watch?
BEN: Why?
FELICITY: Javier's gave it to you, it might be helpful. Apparently, the only reason the spell worked for Meghan was she already knew everything that happened.
Felicity picks up the box and brings it over to the desk.
BEN: How do you know this guy's not just conning you?
FELICITY: I don't. But I have to do something. Look, what's the worst that could happen, the guy gets your watch.
BEN: Well, I like this watch.
Felicity looks at him. He caves.
BEN: Alright, you can have my watch.
FELICITY: Thank you.
BEN: But I'm coming with you.
FELICITY: I think I should do this alone. But I'll call you when I get back.
BEN: Okay. (she kisses him on the cheek) Bye.

Cut to Korsekov's. Felicity enters, carrying the box.
FELICITY: I wasn't sure what to bring so I brought something from everyone.
KORSEKOV: I'm sure whatever you brought is fine. (he pours something into a glass) You can put your box over on the couch.
She does so, sitting down with it. Korsekov starts sprinkling something around the room.
FELICITY: So, what're we doing?
KORSEKOV: You, start talking.
Korsekov sits down in a chair across from Felicity, a coffee table between them.
FELICITY: Uh, well I don't know where to begin. It's been five years. Or, three and a half years. God, I'm not even sure anymore.
KORSEKOV: Why don't you start at the beginning.
FELICITY: Okay. I guess that would be... the day I graduated high school.

"Graduation" The students around Felicity throw their hats in the air. Felicity looks at her hat in her hands

Cut to Felicity and Ben.
BEN: Yeah.
FELICITY: I'm Felicity Porter.
BEN: Yeah I know I'm Ben.
They shake hands. Felicity laughs.
FELICITY: I know, I was just wondering if, um, you wouldn't mind signing my yearbook.
BEN: Can you give me just a minute? To do this?
FELICITY: Yeah, oh, yeah.
Ben sits down on the grass.
FELICITY VO: So, this is what Ben wrote: "Dear Felicity, I've watched you for four years, always wondered what you were like. What was going on in your mind all that time when you were so quiet, just drawing in your notebook. I should've just asked you, but I never asked. (Felicity reads from the yearbook) So now, four years later, I don't even know you. But I admire you. This may sound crazy, but I'm okay with that. Take care of yourself. Love, Ben.
Ben turns around.
FELICITY: Where're you going to college?
BEN: New York. What about you?
FELICITY: That's pretty... unclear!
Ben waves. Felicity waves, then turns around, hand over her mouth.

KORSEKOV: You went across country for this?!
FELICITY: Well it was a lot more than that.
Koresekov rips Ben's page out of Felicity's yearbook.
FELICITY: Wait! What're you doing!
KORSEKOV: Look. If this is gonna work, you leave the magick to me, no questions asked.
He cuts the page up with scissors.
KORSEKOV: So, this guy must've really freaked out when he realized you were stalking him.
FELICITY: Oh, I wasn't stalking him... Actually you know what he handled it very well considering.

"Graduation" Felicity getting her ID picture.
FELICITY: Is my hair a disaster? Please be honest, because I'm gonna have to live with this picture for the next four years, and that's a really long time.
BEN OC: Hey!
She turns and sees Ben. He grins.
BEN: What're you doing here?
FELICITY: Hi! I'm- This is- I'm going here! This is where I'm going. I totally forgot you were going here.
BEN: This is so unbelievable. (kisses Susan) I know this girl from high school. This is Susan, this is, uh, uh...
FELICITY: (shocked) Felicity!
BEN: Felicity, wow. All right, so I'll see you around?
Felicity just nods, dazed.

The loft. Ben opens the front door, revealing a very pissed Felicity.
FELICITY: How could you write that in my yearbook?!
BEN: (very confused) What?
FELICITY: (recites) "I've watched you for four years, always wondered what you were like." You wrote those words to me! Even the slightest behavior means something. That's so obvious. It's like physics...nothing happens without an effect.
BEN: Well, I never took physics.
FELICITY: No, don't say you *never* took physics. Because that's what you do. You- you play innocent, and you're charismatic, and you smile, and you get away with it, and you made me fall for you! And this is what's not fair. You knew it, and you liked it.
BEN: What? Do I like that fact that you like me? Yes, of course, I do.
Felicity: When I told you I came here, you said you were flattered.
BEN: Flattered? No, I was awkward. I revealed the little of myself in your yearbook, and you change your college plans. I mean, what the hell are we talking about here?
FELICITY: I know you better then you think I do.
BEN: Oh, you do!
FELICITY: Yes. I know all about your brother.
BEN: What?
FELICITY: I read your application essay! (proudly smiles)
BEN: You read my essay?
FELICITY: Yes! I've done one questionably immoral thing in 17 years --
BEN: (enraged) No! No! Wait a second! How did you read my essay?
FELICITY: How could you lead me on? You made me fall in love with you!
BEN: You know what!? You're acting crazy! All I did was be nice to you. I never asked you to come here, that was *your* choice, not mine! How can you think you're in love with me? You don't even know me!
Julie comes out from around the door. She looks at the both of them. Felicity is shocked.
JULIE: (to Felicity) Hey.

FELICITY: Of course it was really hard, being... just friends.
KORSEKOV: Given your intense feelings.
FELICITY: Yeah. (he puts a slightly sinister looking stand on the table) What is that...
KORSEKOV: Don't worry about this, just keep talking.
FELICITY: Okay. Well, I guess I wouldn't've survived without Noel. He was the RA on my dorm floor.

"Graduation" FELICITY: Ok, well, Dad -- all right. I'm sorry, but this isn't about what Uncle Harvey deeply feels I should be doing with my life. You know what? I have to go. I-I'm going to get off the phone, all right? Ok- can I hang up now, please. Thanks. Good-bye.
She hangs up the phone and is startled by Noel standing in her doorway. She tries to cover herself with the phone.
FELICITY: Sorry. Oh God!!
NOEL: Ah. God. Sorry, I didn't mean to do that. Uh, Felicity, right? I'm Noel. I'm the R.A. I'm not a stalker. The resident advisor on the floor, room- room 729, at the end of the hall. Just, you know, stopping by to say, yo, and welcome and, and uh...if there's anything you ever need, I'm kinda like the floor shrink. So just, uh, just knock. Anytime.

"Spooked" Felicity, dressed as the Bride of Frankenstein.
FELICITY: I'm just... have you ever felt like there's no solace in anything, like, wherever you turn you're just lost? I mean, I've never felt so lost in every conceivable way before. Ok, help me. Go. Start.
NOEL: (takes off his Subway hat) Uh....all right. Well, um....ok, this is what I think. I think- You're forgetting something very important. You're forgetting who you are in the equation. You gotta know you're gonna be fine. Okay?
FELICITY: You think?
NOEL: (smiles) I do.
Felicity throws up in Noel's lap.
NOEL: Oh, no! Ohh! Ughh!! That really changes my whole attitude about you.
FELICITY: (looks up, hands over her mouth) I'm so sorry!

"Graduation" Felicity sits on her bed. Noel paces in front of her.
NOEL: Ok. Ok. Ok. Here''s my speech. This is the big speech from Noel. Uh, you mustn't leave this school. Why? Here's why. Because this is- this is a life struggle. This is fate, this is a challenge. I-If you turn away from this now- you will and I promise you this- be confronted by the same issue five years from now, or ten.
Felicity smiles
NOEL: All right. You'll, you'll be the fancy doctor with... with the fancy practice. You'll, you'll be married, and you'll have like four phones lines in your home, and then, boom, it'll- it'll grip you like- like a blast of freezing cold air. You know- what the hell is my life? And you'll be able to trace it back to this instant. This- this very moment, when that geek RA gave you these four words of advice: Stay in New York or perish.
Felicity smiles
NOEL: 5... 6 words.
FELICITY: Just, um....I just want to- I, mean, you don't- have... feelings for me... do you?
NOEL: Me? Honestly?
FELICITY: Do you? (swallows)
NOEL: Yeah.
Felicity looks away, not knowing what to make of this.

KORSEKOV: The guy let you vomit on him, of course he had feelings for you.
FELICITY: (smiles) Well, actually I had feelings for him too.

"Boggled" A Boggle game.
FELICITY: Okay- okay now you're cheating.
NOEL: No, I'm not. (still writing) I'm finished writing... now. All right, you go first.
FELICITY: Ok, these are the words from the non-cheater.
NOEL: Um-hm.
NOEL: Got it.
NOEL: Yup.
FELICITY: Taker. (Noel smiles, not answering) Excellent. Clue. Stake. Crete. Which, I know, is a proper noun. I just...
Felicity continues to talk, but is drowned out by the background music. Noel stares at her, and swallows.
FELICITY: Hick. And Hickey.
Pause. Noel leans over and puts his hand on Felicity's cheek. A beat, he kisses her. The fall over onto the floor, still kissing.
FELICITY: Wait a minute!
NOEL: What?
The door opens. Meghan enters, and looks at them, not really believing what she's seeing. Noel is still on top of Felicity.
NOEL: (nervous) Uh.....I was just...
FELICITY: (nervous) Oh, no we were-
They frantically get up, making a mess.
NOEL: I'm just-
FELICITY: No, this isn't, um....yeah.
NOEL: Oh, God, I'm leaving.
NOEL: I should... uh...
Meghan: I don't care what you do. (walks to the closet)
NOEL: Well, I'm leaving. (makes his way to the door)
FELICITY: Ok, I'll call you later!
Noel turns back to help pick up the mess.
NOEL: There are letters-
FELICITY: No, no, I'll get the letters.
NOEL: All right, ok. (leaves)
MEGHAN: I think it's premium.
FELICITY: What? (picking up the game)
MEGHAN: You having a forbidden affair.
FELICITY: I'm not having a forbidden affair.
MEGHAN: Man, I had you pegged as this uptight, no-fun, like, follow the rules, kiss-ass bore.
FELICITY: Well, actually that's much closer to my personality-
MEGHAN: You and the RA! You just went up. Like, a notch. (leaves)

Korsekov spells out 'HICKEY' in Boggle letters. Felicity looks emotional.
KORSEKOV: What's going on.
FELICITY: I haven't thought about any of this stuff in so long. (pause, shakes her head) I just can't believe Noel's gone. Would it be okay if we just took a little break?
KORSEKOV: Oh, uh, sure, yeah. I need to, uh, get more incense anyway, take all the time that you need.
Felicity looks like she needs to cry, but if she starts she won't stop.

Korsekov peeks into the room.
KORSEKOV: Aaaare we okay?
FELICITY: Yes, I'm fine, sorry about that.
Korsekov enters, carrying other supplies.
KORSEKOV: I, uh, brought you these, just in case. (hands her a box of kleenex)
KORSEKOV: No problem (waving a stick) Let's, uh, not talk about Noel for a while.
FELICITY: What is that for?
KORSEKOV: Oh! Uh, nothing, I just really like it. (Felicity smiles. Korsekov picks up her Dean and Deluca hat and puts it on) Tell me about this.
FELICITY: That's from Dean and Deluca, where I worked all through college. One of the great things about living in New York was I became friends with all these people I never would've met if I'd just stayed in Palo Alto.

"Family Affair" Felicity's mother is standing in Dean and Deluca.
JAVIER: No! You are Felicity's mother?
JAVIER: Oh! (hugs her) You're daughter is an angel you have no idea how much I love her. (releases Felicity's mom, looks at her.) Oh. I am Javier, the manager.
MRS. PORTER: I figured.
JAVIER: Okay. Oh.. This is so emotional! For me.

"Docuventary II" Docuventary clip: Javier with his hair piece.
JAVIER: Does this look stupid or fantastic? You know, because it hurts a little bit, in the back.

"Revolutions" Javier, Felicity, Ben, Dean and Deluca, the counter.
JAVIER: Okay, my ex boyfriend just walked in here, nobody look. (Ben and Felicity look) I said don't look! (Felicity stifles laughter) He's the cute one, over there, okay. I had a crunch on him, but then he fell too in love with me, then he became obsessive-compulsive. Benjamin. Pretend we're dating.
BEN: No. There's no way-
Felicity hides her smile. Javier goes around Felicity and stands next to Ben, rubbing his shoulder.
JAVIER: (very loudly) Oh! And then for my birthday, Benjamin gave me a bubble bath with a lotta candles and aromatherapy. (Ben looks very uncomfortable. Javier giggles) Benjamin, whisper into my earlobe.
BEN: (whispers into Javier's earlobe) Javier, I quit.
JAVIER: Oh! You tease! We can't do that here! (kisses him on the cheek. Ben laughs, trying to get Javier off him) Aren't I so lucky? Going out with such a hunk!
FELICITY: So lucky.
Javier looks in the direction of his ex, peering over his glasses.
JAVIER: Oh wait no that's not him.

KORSEKOV: Alright. Watch your eyes. Big flash.
Felicity covers her eyes as he puts a pinch of something onto the things in front of him with a flourish. Nothing happens. Korsekov sighs. Felicity takes her hand down.
KORSEKOV: You know, I should quit too.
FELICITY: Wait, what do you mean?
KORSEKOV: I mean it's not working.
FELICITY: Hey, you know what? Use this. Meghan always (pulls a hair out) -Ow!- uses my hair when she does a spell.
KORSEKOV: You mean your crazy Wiccan roommate? To be honest, from what I've heard, you two don't seem like such good friends.
FELICITY: No, I know. Meghan didn't think so either.

"Docuventary" Docuventary clip: Meghan.
SEAN OC: What's it like living with Felicity.
MEGHAN: It's like living with a TV. That's always playing 'Little House On The Prairie'. Only with more sweaters.

"Boggled" Felicity is holding Meghan's underwear.
FELICITY: Are, are these yours?
FELICITY: They were in my refrigerator.
MEGHAN: Oh, I know I haven't done that since I was a kid. It feels so good. Cold underwear in the morning.
FELICITY: Hey, could you do me a favor and uh, and not put your underwear in my fridge?

"Assasins" Cut to the cafeteria. Felicity is about to take the last jello when Meghan enters the frame and grabs it.
MEGHAN: Excuse me, diabetic here.
FELICITY: What are you doing?
MEGHAN: Oh, hey.
FELICITY: That's the last jello.
MEGHAN: I know. It's the only thing that I can eat in this craphouse.
FELICITY: Ok, but I was just about to take that.
MEGHAN: You snooze, you lose. Hey, that's what you should've told Noel when he threw a hissy fit about you banging the art student.
FELICITY: You know what? You are nothing, but a selfish, offensive freak show, and I am sick of everything about you.
MEGHAN: You mad at me or something?
FELICITY: (sighs) I just want my damn jello back.
Meghan looks at the jello cup in her hand. Suddenly, a yellow dart gun appears over Felicity's right shoulder. A shocked look appears on Felicity's face when she sees Elena pointing the gun at Meghan.
ELENA: Give her back the jello.

KORSEKOV: (hanging up the dart gun) Elena sounds like she's got some issues. I mean, unless you reeaaly wanted that jello.
FELICITY: (smiles) Elena was a great friend. She could just be really tough when she wanted to be.

"Todd Mulcahy, Blair and Elena in the mail room.
Part I" ELENA: I'm warning you, walk away.
BLAIR: Hey, c'mon, what now?
Elena turns around and punches him in the face.

"Girlfight" Docuventary clip.
ELENA: I could kick your ass.
SEAN OC: (a little scared) Really?
ELENA: Oh yeah.

Felicity enters. Elena sneaks out from behind her and tackles her.
ELENA: Hee-aa!

"Blackout" Richard leans over to feel Elena's fake boobs. She kicks him onto the floor.

FELICITY: But deep down, Elena was a softie. Especially about Tracy.

"The Last TRACY: I think I said that because I don't wanna be your boyfriend anymore.
Summer Ever" ELENA: What?
Tracy pulls out the ring.
TRACY: I wanna be your husband.
ELENA: (crying) Oh my god.
Elena faints.

KORSEKOV: What'd she say.
FELICITY: She said yes! And then they planned this whole wedding, Javier was the wedding coordinater... Uh... But then this whole thing happened and they didn't end up going through with it. But Meghan and Sean did.
KORSEKOV: Sean? Who's Sean?!
FELICITY: Sean's just this amazing guy who makes all these crazy inventions.

"Todd Mulcahy, SEAN: Milkless cereal! There's milk baked into every O. So you just add water, and the water hydrates the evaporated milk, and what Part I" do you have?
BEN: A really disgusting breakfast?

SEAN: Oh! Okay, here's a great one. A combination sleep mask alarm clock. Okay? And every mask has it's own personal alarm in it! So you're laying in bed, right? And (leans his head back, demonstrates the vibration) That's, it's your face going off! And you're not bothering the person next to you, you're just, oh!

SEAN: How 'bout Smoothaise?
BEN: Smoothaise? Smoothaise is terrible!
SEAN: Think about it, okay? I'm developing a condiment, right? What if there was no such thing has mustard and I said, "Ben, what do you think about mmusstard."
BEN: Just read me what ya got.
SEAN: Okay. Uh, Fatastic?
BEN: (horrified) Fatastic??
SEAN: Okay, lard spread, wasabi goos, spicorio?

"My Best Sean holds up a condom.
Friend's SEAN: (slowly) The greatest... party favor... ever. (Ben and Javier look unimpressed. Beat.) It's a condom.
Wedding" JAVIER: Oh really! I have never seen one of those before.
SEAN: No, nono, not one of these!
Sean opens the condom. It plays "Here Comes the Bride."
SEAN: Huh? (starts dancing around) Right.
Ben laughs. Javier looks like he can't believe it.

KORSEKOV: (hangs up the condom) Sean, has, uh, a little too much time on his hands.
FELICITY: No, he's just, very enthusiastic. And nothing bothers him. Well, nothing except Meghan.

"The Last SEAN: Who do you think you're dating, Bill Gates?
Summer Ever" MEGHAN: No, I thought, I thought I was dating a guy who was open minded enough to let his girlfriend pay for a fun vacation because she can! Sean, it's not the middle ages Sean, it's not like we're living in the eighties!
SEAN: Alright. (starts flapping his arms and making chicken noises) Bwak, bwak!
MEGHAN: What're you doing?
SEAN: Bwak, bwak, bwaaaa!!
MEGHAN: Sean... What're you doing?
SEAN: Dr. Zuik said, clucking ends an argument, remember that? Bwuk bwak...
MEGHAN: I thought we agreed not to do that.

Meghan and Sean in therapy.
MEGHAN: You wanna come to my Bar Mitzva? You wanna come to my movie? You wanna try my Smoothaise?

"James and the Sean enters the loft dressed entirely in leather and metal. Noel and Meghan sit at the table.
Giant Piece" MEGHAN: Tell me you just didn't wear that to temple.
SEAN: No, I wasn't at temple. I was at the Fetish Ball, looking for you!
Noel holds back giggles.
SEAN: Oh, that's... nice.
MEGHAN: No, Sean, that's so sweet.
SEAN: No. I don't want to talk right now, okay? I just want to change-
He turns around to walk upstairs... he's wearing assless pants. Noel bursts out laughing.
MEGHAN: (touched) Ohhhh... assless pants! Sean!

Korsekov pulls one of Felicity's tapes apart.
FELICITY: Wait! W-w-wait. What're you doing.
KORSEKOV: Did you just say "assless pants"? (Felicity sighs) Tell me about this. (holding up the tape)
FELICITY: Well um, they're just these tapes. My friend Sally and I, we used to send them to each other. And we'd tell each other personal things. You know, things we'd never let anyone else hear.

"Hot Objects" The party.
ELENA: So where in California are you from?
Felicity's voice echoes throughout the room.
FELICITY: In my life, I can actually... Sally I would only say this to you.
Everyone stops dancing. Felicity looks up.
FELICITY: Could someone please turn that off!?
FELICITY: -- So after you listen to this tape, you have to erase it.
Ben listens as Felicity struggles to get to the player.
FELICITY: But I can actually picture what it might be be with a man...for the first time...sexually. If you're laughing at me right now, I don't blame you....
Felicity frantically hits STOP.

KORSEKOV: So who'd you lose it to?
FELICITY: Is that really necessary?
KORSEKOV: Len? Or Noel?
FELICITY: First of all, it's Ben.
KORSEKOV: Ben. Really!
FELICITY: No I meant, that's his name.
KORSEKOV: So your first time was with Noel?
FELICITY: No. But it should've been.

"Gimme An 'O'" Noel opens his door. Felicity stands there, looking very tense.
NOEL: Hey.
FELICITY: Can I come in?
NOEL: Oh, yeah.
Felicity marches into the room, and Noel closes the door. Felicity turns to face Noel and uses her hands to cover the sides of her eyes like blinders.
NOEL: What are you doing?
FELICITY: Nothing.
Felicity dives into kissing Noel, basically attacking him. She takes off her shirt and slams him into some lockers, then breaks away and starts with his shirt.
NOEL: Um... Can I--can I get you anything? You know, maybe, a, oh, um, a bottle of water...
She takes him from the lockers and slams him on the bed. They fall with a crash.
NOEL: I fell on something sharp. It's a hairbrush.
Felicity straddles him, pinning him to the bed. She pulls out a condom out of her top and hands it to him.
She starts to unbuckle his belt.
NOEL: Hold on! Hold on!
FELICITY: What's wrong?
NOEL: Um, I was just thinking that maybe we should slow down just a little, you know. Let me catch my breath, and not feel like this is being nationally televised, ok.
The computer guy and his friend enter.
GUY #3: Noel!
FELICITY: Oh my God!
Felicity rolls over to the side of Noel, and he tries to cover her up. The guy drops the iMac and they all stare.
FELICITY: I thought you locked the door!
NOEL: You didn't give me much chance!
GUY #4: Wow.
He steps in closer and as he does, the door knocks down a candle onto the dead tree. It bursts into flames.
GUY #4: Fire!!
The alarm goes off.
NOEL: Ok, okay, wait! Nobody panic.
Noel gets up to tend to it.
The guy leave the room and scramble to find help.
NOEL: Guys, guys, it'll go out in a second. It'll be out in a second, wait!
Felicity crawls on the ground to get her clothes.
FELICITY: Oh, my God!
NOEL: Wait nobody panic! Look, we can do this!
FELICITY: No, we can't! Your room is on fire!!
NOEL: Look, it'll be out in a second! Wait! Wait! Wait! Wait!
The three guys come in with a fire extinguisher and put out the flames. Noel tries to cover himself from the spray.

FELICITY: The real problem was Ben, because, once we started going out, he became interested.
KORSEKOV: So you got together with Noel while Ben was coming after you...
FELICITY: No, he wasn't coming after me. He was just... I don't know.

"Spooked" Dean and Deluca.
BEN: For some stupid reason, I have a hard time letting people... whatever... Especially people who make me nervous.
FELICITY: I don't make you nervous.
Ben laughs.
BEN: Yeah, you do. Anyway, that's, just a fact. A part of who I am. So, (takes out a box) here.
Felicity looks at him, then opens it. It's a silver necklace.

Korsekov holds up the necklace.
KORSEKOV: So what'd Noel think about all this?
FELICITY: Noel was fine with it. For the most part.

"Finally" Noel bursts into the library on Smart Powder. He sees Ben and Felicity studying. This sequence has subtitles.
Everyone looks up at Noel, including Ben and Felicity.
BEN: She is just helping me study.
Felicity tries to hide.
BEN: (not quite as loud as Noel) WELL, SHE OWES ME THIS!

"Revolutions" Ben and Noel are playing Tekken 3.
NOEL: Oh, my God! I'm wickedly kicking your ass, which I've always wanted to do. Always.
BEN: Here.
Ben tosses Noel a can of beer. It hits him in the head.
NOEL: (clutching his head) OHH! Ahhh, owwwwwwww!
Ben laughs hysterically.
NOEL: Dammit, oww! You did that on purpose!
Noel and Ben are now facing each other, standing up. Ben can't stop laughing.
BEN: I'm so sorry. I'm sorry. I'm very sorry.
NOEL: Dammit!
BEN: I'm sorry. I didn't do it on purpose. I'm sorry. I'm so sorry. Here, you know what, here, hit me back.
NOEL: What?!
BEN: Here, just hit me back.
NOEL: No, I'm not going to hit you!!
BEN: Come on, it's payback.
NOEL: No, I'm not going to hit you!
BEN: I hit you, you hit me. Come on, you always wanted to kick my ass. Come on. Come on.
Noel pauses, then punches Ben. Ben falls to the floor. Noel looks amazed at his own strength. Ben gets up, also surprised.

FELICITY: The thing is, there was always this... I don't know... I can't explain it, this... this force between Ben and me. ("Carmen" music starts) And I guess it'd been there from the very beginning.

The movement from "Carmen" that everybody knows plays.
BEN: The only reason that is an issue is because in that moment, we did not kiss. So it's like this, like this big unanswered question.
FELICITY: Well, yeah. I think you're exactly right.
Pause. Abruptly, Ben gets up, knocking over his chair, leans over the table and kisses Felicity gently. More kissage. More kissage. Felicity brings her hands up to Ben's face. More kissage. Slowly, Ben pulls away, staring at Felicity. Felicity stares back, shocked.
"Carmen" changes keys.

FELICITY: But he had let me down too many times, and, I just couldn't trust him. (Korsekov sighs) It was a really hard time for me, and I ended up doing some really stupid things.

"The List" Felicity at the hair salon. The stylist fluffs her long, wavy hair. Combs a piece. Clips. Cut down to the floor, littered with Felicity's hair. Her feet fidget, toes stretching. Cut up to her eyes, wide as she stares ahead.

FELICITY: And then it just seemed like everyone had an opinion.
KORSEKOV: About your haircut.
FELICITY: Well, actually, yeah. But that's not what I was talking about.

Dean and Deluca. Javier and Felicity.
JAVIER: Benjamin has changed a lot in the last few months and you cannot tell me that you have not noticed.
FELICITY: I'm-I'm sure he has but that doesn't mean that I-
JAVIER: But nothing! You are blind to the new Benjamin. You, you need glasses like me.
FELICITY: Javier, I-
JAVIER: Take mine, go ahead...
Javier takes off his glasses and puts them on Felicity. She looks rediculous.
JAVIER: (squinting) Okay. You look nice, I swear. Now. You see him? You see the new Benjamin?
Felicity smiles.

FELICITY: And I did see the new Ben. I just, I still saw Noel, too.
KORSEKOV: So basically you had these two guys who were in love with you.
FELICITY: I know, it doesn't seem like a real problem, but it was. I mean, I loved them both. And I had to choose.

"The Aretha BEN: So, I, uh, I walked around almost all night, trying to figure out how to show you that you can trust me. That I've changed. Theory" Instead of telling you, because I don't know, I just think I've used up all the words I got. I tried to think what was the one moment, the sort of turning point where I blew it. Where I could have done the right thing, but didn't. It was the night we were supposed to see that movie. You remember, we were-
FELICITY: The Gold Rush. Charlie Chaplin. Yeah, I remember.
BEN: And I didn't show up.
FELICITY: Yeah. I remember that, too.
BEN: You know where I was that night? I was on the Staten Island ferry by myself, going back and forth. Just running away, which is something I've done all my life. Run. I'm sick of running, I'm sick of skating by. And after I got that message last night, I realized that was the moment. Bryant Park. That's the moment I'd take over if I could.
He picks up a brown paper bag he has with him.
BEN: So this morning, I called around and I finally found it. This place in Jersey had it.
Felicity opens it and takes a movie reel out.
BEN: You know what that is?
FELICITY: Yes. Yeah. It's a film canister.
BEN: No. It's a time machine.
Ben and Felicity watch "Gold Rush" on the roof. Felicity leans over and kisses him. Cut to various scenes of them kissing: on the roof, on a bed, in the tub. Cut to them hugging in "The Last Summer Ever", and in another episode. Cut back to the roof, they continue to kiss.

FELICITY: I chose Ben. And in the process, ended up losing Noel. (Korsekov nods) I just can't believe Noel's dead.
KORSEKOV: Maybe that's what was supposed to happen.
FELICITY: What do you mean?
KORSEKOV: I mean, maybe that's what you came here for.
FELICITY: I didn't come back here to kill Noel.
KORSEKOV: No, not to kill him, to let him go. You love two people, but you have to make a choice.
FELICITY: I told you, I did make a choice!
KORSEKOV: Empty your pockets
FELICITY: (are you kidding me) What?!
KORSEKOV: You're holding onto something and I can't undo the spell until you let it go.
Felicity checks her left pocket, nothing there. She checks her right, and pulls out the magic 8 key chain.
FELICITY: I forgot that I had this. It's uh, a key to Noel's apartment. We were supposed to live there together.
KORSEKOV: Give it to me. (Felicity's in shock) I know, this is scary. Your story's not over, just, this chapter. What you've made here, it'll always be a part of you. (holds out his hand for the key chain) But you have to finish it.
Felicity looks down at the key chain. She slowly hands it over the table. Korsekov hangs it on the stand, on the other side of a section where her necklace from Ben is hanging. The key and the necklace balance out, like scales.
KORSEKOV: Okay. There's only one more thing we have to do.
FELICITY: What's that?
KORSEKOV: (hands her a candle) Seal it off.
Music: I don't know who it is, except it was in a season six Buffy episode.
Felicity takes the candle. She lights all the candles around the table. Pan over the objects. A Pentogram necklace, the keychain and necklace, tassels, a picture of Noel. Felicity pours wax from a candle over it all.

Ben and Felicity in bed.
FELICITY: I told him all about Noel. And about Sean and Meghan, Elena, and Javier. And about us.
BEN: What about us.
FELICITY: I told him how I followed you here... how you gave me that necklace... Remember when we watched that Charlie Chaplin movie on the roof.
BEN: (nods) Yeah. The Gold Rush.
FELICITY: You called it a time machine.
Felicity sighs.
BEN: What?
FELICITY: (voice shaking a little) I'm just afraid to go to sleep. I mean I don't know what's gonna happen when I wake up. I could still be here, and then Noel would still be dead. (she takes a deep breath, her voice steadies a little) Or I could wake up in the future and you won't be next to me.
BEN: If that happens, will you forgive me?
FELICITY: (near tears) I'll try but what if I don't remember this?
BEN: Alright, listen to me. I want you to remember this moment. I don't know what's gonna happen in the future, but I am sorry for what I did. It was stupid, and immature, and it was unforgivable. But you have to find a way to forgive me. I don't know how... but you have to. Because I don't wanna live my life without you.

Cut to later, both asleep on their sides. Felicity rolls over onto her back. Spiral in, the moonlight changes to lamplight and her hair straightens. Felicity's eyelids begin to open.
SEAN: I think she's waking up.
MEGHAN: Felicity. You awake?
Felicity opens her eyes.
JAVIER: Oh, thank God she's alive!
SEAN: Hey, how do you feel?
FELICITY: I'm... I'm fine. What's going on?
NOEL: You were sick last night.
FELICITY: Noel! You're.. you're okay!
MEGHAN: Well, yeah, of course he's okay, you're the one who had a 104 fever.
JAVIER: Yeah you were sweating and talking in your sleep it was like The Exorcist only scarier.
SEAN: Noel almost postponed the wedding.
FELICITY: That's right! You're getting married. To Zoe, right?
NOEL: (smiles) Um hmm (laughs)
FELICITY: (sits up, still wearing her dress from the rehearsal dinner) Noel, oh my God, I just had the weirdest dream. (Ben enters) Oh my God. I thought you died in that fire!
BEN: Are you okay?
BEN: Hi.
MEGHAN: I know, I couldn't get him to go. Do you want me to...
FELICITY: No, no no. It's okay. (to Ben) You were actually in my dream, too. You rescued me from the Psych ward.
JAVIER: Oh, Benjamin, always so heroic.
BEN: Can I talk to you? (to everyone else) Can you guys give us a minute?
FELICITY: (reassuringly to everyone) It's fine. (pushes the hair out of her eyes) Noel! (he turns around) You and Zoe are gonna have a great life together.
NOEL: (smiles) Thank you.
Noel and Javier leave. Meghan and Sean move towards the door.
SEAN: Isn't it weird that she dreamt that Noel was dead?
MEGHAN: Whatever that means.
As Meghan and Sean leave, Javier reenters.
JAVIER: Can I stay, please? I promise I won't say a word, promise. (they don't say anything. Ben looks at the ceiling) Okay, I get the message say goodbye to Javier. (reluctantly walks out)
Ben sits down on Felicity's bed.
BEN: You had a rough night, huh?
FELICITY: I guess so.
BEN: (slowly) Look, I know you don't wanna hear what I have to say. But, I am so sorry for what I did. It was stupid, and immature, and unforgivable. And I know this is an impossible thing for me to ask... but you have to find a way to forgive me. (Felicity looks astonished, but in a good way) 'Cause I don't wanna live my life without you.
FELICITY: (whispers) Oh my god that's exactly what you said in my dream.
BEN: What did you say?
FELICITY: I didn't say anything. (smiles) But I know what I was thinking. Which is that, I don't wanna live my life without you either.
BEN: I am so sorry. I'm sorry.
Felicity nods.
BEN: This is... I mean...
FELICITY: Yes. I forgive you.
Ben looks relieved beyond belief. He moves closer, then kisses her. Sarah McLauchlan, "I Will Remember You" plays.
I will remember you

Noel and Zoe's wedding.
Pan up the back of Zoe's wedding dress. She smiles.
Will you remember me
Pan to the minister, then to Noel, smiling.
Don't let your life pass you by
Shot of them standing side by side, shot from the back of the isle, which is outside. Cut to the three bridesmaids, one of which is Wanda from E! Online. Cut to Felicity, smiling.
Weep not for the memories
Zoe tosses the bouquet. Javier stands in the middle of a group of women, including Elena.
Remember the good times that we had?
Javier leaps and catches the bouquet.
I let them slip away from us when things got bad
Elena tackles him. Noel and Richard laugh.
How clearly I first saw you smilin' in the sun
Elena smiles up at Tracy, standing behind her at the table.
Wanna feel your warmth upon me,
Felicity and Ben laugh hysterically as Sean makes his toast. Noel laughs.
I wanna be the one
Felicity completely cracks up. Sean's face grows serious as he speaks.
I will remember you
Noel says something to Richard.
Will you remember me
Pan to Javier smiling, Elena and Tracy.
Don't let your life pass you by
Ben listens.
Weep not for the memories
Felicity and Meghan hug, laugh, then hug again.
I will remember you
Sean raises his glass.
Will you remember me
Noel, Ben and Felicity, Meghan, Javier, Richard, Elena, and Tracy all raise their glasses.
Don't let your life pass you by
Pan back. Everyone clinks glasses in the middle of the semi circle around the table. Felicity laughs.
Weep not for the memories.

Fade to Felicity in her gown, "Graduation". She turns around, hand over her mouth, then smiles.
Fade out.

Executive Producers: J.J. Abrams and Matt Reeves

Tonight's Felicity featured music from:
Maren Ord: Felicity, Senior Year Soundtrack
Avril Lavigne: Let Go
Ben Folds: Rockin' The Suburbs
Weeklazyliar: The November Diaries


Felicity theme plays

From the first "Hey"...

("Hey"'s from various characters over the years)

We've hung on every word.

Hey, Thanks... for four great years.
-Your friends at the WB




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