Felicity talks her way into a TA-ship for an art class. Professor May gives her a scarf. Felicity critiques a work of art, and her teacher hires her.
Felicity and Elena prepare for a Halloween party at their apartment. Javier asks Felicity if he can move in for a few days just to teach his hubby a lesson because his hubby couldn't remember his Halloween costume from last year (he feels he's being taken for granted). The three hug.
Ben attends an AA meeting. He recounts his concern over a chemistry test. He says the teacher is trying to mislead them. Ben fears he's being weeded out.
Felicity asks what she can do to help Ben.
Barb Jones, a trend searcher from Teeny-Bop magazine takes photos of Megan on the street because of her tube-sock armed shirt.
Felicity is recognized by a student as being in the beauty pageant.
Professor May is arrested for shoplifiting, so Felicity is asked to take over the class.
Javier can't believe a day has gone by without Samuel calling. He and Noel decide to go see Lionel Richie in Atlantic City. Javier tells Noel he knows about him and Felicity.
Ben gets an F on his midterm. He tries to get his professor to let them retake the test. Trevor approaches the prof as well. Ben asks, "Why do you have to be such a dick about it" when the professor refuses to give them another chance. The professor expels both Ben and Trevor from the class.
Ben and Trevor go out for drinks. Trevor says his father is a vascular surgeon. They decide to get drunk.
Megan and Sean dress as Jackie O and JFK for Halloween.
Sean goes to a friend to get them to make the sock shirts for $3.50 a piece. Megan is furious. She doesn't want him selling her look.
Javier and Noel are in Atlantic City. Lionel is sold out. A scalper can sell the tix for $400 a piece.
Elena and Felicity are dressed as witches.