Meghan: This is how I know Felicity still likes you. You ready?
Ben: Yeah. Wha… what is it?
Meghan: Sarah McLachlan.
Meghan: When Felicity showed up last year, head over heels for you, Sarah McLachlan was all she listened to. If “Fumbling Towards Ecstasy” wasn’t in the CD player, it was only so “Solace” could get a little airplay. I started calling it ‘Ben music’… not to her face but behind her back. But then it went away, and I thought Sarah was gone for good. I almost started celebrating. And then you showed up again. You offered Felicity this cross-country trip of a lifetime, which means I got to memorize every lyric from “Surfacing”… all 10 songs! This year started off McLachlan-heavy, until the big break-up, and then all of Felicity’s hair went away, and so did Sarah. Until you guys broke into the pool. Now maybe it was a coincidence, but guess who started to make a comeback? It was gradual, but constant, and now if you want me to, I can sing any song from “Mirrorball” which really annoys the hell out of me! So if you’re ever curious about whether Felicity has the hots for you, just check her boom box.
Ben: That’s the dumbest theory I’ve ever heard.
Sean: Well, I buy it.
Meghan: Let me put it this way, Greg knows how to work it. If she spends too much time with him, Sarah’s going back on the shelf.
Ben: I've made a lot of mistakes. But the biggest mistake I ever made was letting you go. What I should have done is realize that being with you made me the luckiest guy on the planet. What I should have done is treat you with respect. I should have done a lot of things I didn't do and I didn't do them because I was afraid. I was scared.
Ben: You and I should be TOGETHER. And the reason I'm saying this now… the reason I'm not waiting… is because I don't want to risk losing you again. I mean, the only difference now… is this time you're the one who's afraid.
Felicity: I'm afraid?
Ben: Yeah, because you don't trust me anymore. Felicity, I will do whatever it takes because the only thing I'm afraid of now is that you're not willing to take the chance too.
Felicity: Ben, you can't do this.
Ben: I can't do what?
Felicity: Just show up and make these little speeches. I mean, that's not how it works, ok? You did the EXACT same thing last year.
Ben: No, that's not what I did last year. It's not the same thing at all.
Felicity: This is exactly the same thing. I was leaving to go with Noel and you just show up and you make these overtures. I mean, this is how you operate.
Ben: It's not how I operate. It's how I feel about you.
Felicity: No, it's this thing you do. It's this pattern, you know? It's not about me, it's about the chase!
Ben: That's not true. It's not.
Felicity: It is true. That's all this is.
Then Greg hits Ben. Felicity goes to Ben but leaves with Greg.