Felicity and David decide to spend Thanksgiving together at school, Felicity told her parents she couldn't home home and had too much work to do. Felicity's parents show up at the dorm and invited David with the family out to dinner. Javier asks Ben to work on Thanksgiving for double his salary at a charity event which he was unable to hire anyone else for. Felicity worries about her parents finding out she dropped pre-med. Noel phones Ruby who is off shooting her movie with Tom Cruise and discovers she can't come to dinner. Elena decides to cook up a huge Thanksgiving dinner and host everyone at she and Noel's apartment (Felicity, her parents, and David incluved). Ben asks Sean and Julie to help him serve as a waitstaff at the charity event. Maggie shows up and let's Ben know it's her party being held at Dean & Deluca. Felicity goes out to lunch with her parents and tells them she dropped pre-med for art, which they are visibly shocked about. David drops by to let Felicity know his mom wants to meet her parents. Ben let's Maggie know how worried he is about the party but she won't move it to another location. Felicity's mom comes to see Felicity at work, meets Javier, and shows her a book of 1940's photos from the Met that she bought for David. Noel flips out at the thought of having Professor Sherman (David's mother) over the house for dinner since she is one of his teachers. Felicity and Elena talk about David and she admits to feeling overwhelmed that he might be more serious about the relationship than she is. David shocks Felicity with a NY travel guide he bought for her parents, and he admits he is falling in love with her. Felicity talks with Elena about what to do now that she knows David is in love with her and the feeling isn't mutual -- Elena tells her to talk to him but not at the party. Over at Dean & Deluca Maggie appears isolated from her husband and Ben goes to comfort her. Maggie confronts her husband and tells him that she has been sleeping with Ben and walks off. Noel gets drunk on some alcoholic drinks Professor Sherman mixes at the party and goes to lay down. Felicity comes into the room and she and Noel kiss. Professor Sherman walks in on their kiss. Professor Sherman takes Felicity aside and says she better tell David. David and Felicity talk and she admits she can't be in a serious relationship right now. Ben, Julie and Sean have a T-Day dinner of their own at the loft and reflect on the disasterous night but agree something important can be learned from Ben's fling. Felicity asks her parents to meet her for breakfast the following morning and she sees them off in a cab after the dinner at Noel's is over.