At Central Perk Rachel introduces Phoebe to the crowd. She is going to play her guitar and sing. Everyone applauds as Phoebe goes to the mic. Phoebe tells the audience she is going to sing a song that reflects on the meaning of life. As she plays the first chord, the lights go out. The city is encapsulated in darkness. Chandler is trapped in an ATM vestibule during the black-out. He looks and sees he is trapped with Jill Goodacre, a lingerie model. To himself, he makes a gesture of silent happiness.
At Monica & Rachel's place, Monica is talking to her mother while Phoebe, Rachel and Ross are in the background. Rachel is the only one excited at the prospect of NYC being blacked out. Monica tells the group her mum says all of Manhattan & parts of Brooklyn & Queens are affected, and no one knows when it will be fixed. Phoebe asks if she can borrow the phone to check on her grandmother. She asks Monica what her phone number is, leaving Monica & Rachel to give her a strange look.
At the ATM vestibule, Jill Goodacre is talking on her cell phone. We hear Chandler's thoughts: he is excited to be in a closed quarters with a Victoria Secret model, but he wants to play it cool in order to impress her. Jill is calling her mother to let her know she is alright, just stuck in the vestibule. She mentions to her mom that she's not alone; she is with "some guy." Chandler's ego is boosted and he strides proudly across the vestibule, while Jill just stares at him. At Monica's apartment, Joey enters with a Menorah, all the candles lit. Joey mentions that Chandler's old roommate was Jewish and these were the only candles they had. Phoebe goes to the window and is grossed out at the sight of the Ugly Naked Guy lit up by candles. They all go to the window and flinch.
In the vestibule, Chandler is talking to himself, trying to think of something to talk to Jill about. He looks at her and gives her a pleasant smile, only he doesn't stop the smile, causing Jill's face to turn from normal to a little scared. Jill, in an awkward manner, asks if he would like to use her phone to call anyone. In Chandler's mind he says, "Yeah, about 300 guys I went to high school with." but in reality he says thank you and takes the phone.
Back at Monica's place, the phone rings, it's Chandler. Monica asks if he is okay. Chandler, not wanting Jill to hear, mumbles that he is trapped in an ATM vestibule with Jill Goodacre. But she has no idea what he is trying to say, frustrating Chandler. He tells her to put Joey on the phone who is able to clearly understand the mumbles & translates to the group.
Time passes. At Monica's apartment the 5 friends sit around the coffee table, talking about the weirdest place they have had sex. Monica says on a pool table during her senior year of college. The group approves. Joey says in the women's room on the 2nd floor of the NYC library. This stuns Monica; she never knew he went to a library. Phoebe says Milwaukee for her answer. Ross says Disneyland, in the "Small World" ride when it broke down. It's Rachel's turn; her answer is the foot of the bed. She is embarrassed that she is the only one without an exciting story.
More time passes. Ross & Rachel are talking, Joey is on the couch and Monica & Phoebe are in another room. Rachel tells Ross she never had a passionate relationship, like he has with having sex in the middle of a theme park. Barry wouldn't even kiss her on a miniature golf course because he didn't want to hold people up. Ross tries to cheer her up, saying passion is overrated, that trust and security are more important. And most of all, he tells her, he highly doubts she will ever be lacking in passion, which makes Rachel smile. She playfully rubs his head & gets up to leave the room. Ross is happy with himself, and gets up. Joey tells him, "It's never gonna happen" because he waited to long to make his move and now he is forever in the friend zone.
Joey pushes Ross to seize the moment and ask Rachel out now because of how romantic the setting of candles, moonlight, and wine. But Rachel enters from the room causing Ross to shush Joey, making Rachel suspicious. He covers by telling her they are trying to "hear something." She buys it, but is a bit confused.
In the ATM vestibule, Jill asks Chandler if he would like a piece of gum. Chandler asks if it is sugarless; Jill says nope. So he declines. In his thoughts, he is kicking himself for not taking gum from Jill Goodacre.
Back at Monica's, Joey is getting Ross ready for his big moment with Rachel. Ross goes out to the balcony to talk to Rachel. Monica walks into the room & starts to go out to the balcony but is stopped by Joey. He tells Monica that Ross is out there planning her birthday party.
Finally on the balcony, Ross talks to Rachel. Things are going well, so Ross asks her if he can ask her a question. She gives him the green light. He starts by, "For a while now, I've been wanting to, um..." and Rachel gives an excited "Oh". But not about Ross, she is looking at a kitten on the roof behind him. She tells him about it, and he turns to look and the cat jumps on his shoulders.
Inside, Monica, Joey, & Phoebe are singing while outside Rachel is struggling with Ross, trying to get the cat off. They finally get the cat inside; Phoebe holds it while Monica treats the scratches on Ross' back. Joey holds the menorah so Monica can see the wound. Monica tells Ross that she is going to put Bactine on, it won't hurt. But he flinches in pain because Joey dripped hot wax on Ross' shoulders.
Back at the ATM, Chandler goes over to Jill and says, "You know, on second thought, gum would be perfection." She gives him a piece along with a weird look. Chandler is kicking himself again for using the phrase "gum would be perfection."
Phoebe & Rachel, meanwhile, are in the hallway of Monica's building trying to find the cat's owner. They knock on Mr. Heckles' door and ask if the cat belongs to him, Heckles claims it's his, but the cat jumps out of Phoebe's arms and runs away.
Rachel decided to split from Phoebe, to cover more ground in search of the cat. She calls for the kitty repeatedly, looking at the floor for the cat until she runs into a pair of legs. Her eyes slowly travel upwards to discover a very handsome Italian man holding the cat. He says something in Italian, and Rachel is in awe.
Ross, Monica & Joey are playing Monopoly when Rachel enters with Paulo, the Italian man, on her arm. She introduces him to everyone. Monica is smitten right away. He says something in Italian, Rachel explains in a happy manner that he doesn't speak much English. He then points to the game and says, "Monopoly". Ross, extremely jealous, asks Rachel where she found Paulo. She tells him the cat belonged to him.
Phoebe enters & Rachel introduces him to Paulo, explaining he's the cat's owner. He says something in Italian to Phoebe and appears very attracted to her. She just smiles and says "You betcha!"
Chandler is busy chewing his gum. In his mind he is trying to figure out what his next move to be. He figures blowing a bubble would be good. He waits until Jill looks at him & he begins to blow the bubble. But he accidentally spits the gum out and it lands on the wall. Chandler tries to act like nothing happened and slowly reaches over to grab the gum from the wall and puts it back in his mouth before realizing he's chewing someone else's gum. He begins to choke and Jill asks if he is alright. He tries to pretend he is alright but Jill performs the Heimlich.
Rachel & Paulo are at the window at Monica's while Ross & Joey watch with disgust. Rachel walks away from Paulo, giggling.
She walks over towards Monica & Phoebe, completely in lust. Monica tells her if she doesn't want him, she'll gladly accept the duty. Phoebe says she wants to bite his bottom lip, which causes a jealous look from Rachel.
At the other side of the apartment, Ross has dragged Paulo aside, in an effort to straighten things out.
He tells Paulo that he and Rachel are "kind of a thing." Paulo asks if they "have the sex?" He tells Paulo not yet, and if Paulo gets in the middle, then Ross would be very sad. He asks if he knows a little English, Paulo says just a tiny bit. So happily Ross tells Paulo that he is a "huge crapweasel" before the two men hug.
Chandler & Jill sit under the counter of the ATM. Jill is showing Chandler how to swing the dangling pens around his head. She is able to do it easily but when Chandler tries, the pen hits him in the head.
At Monica's, the gang sits around the coffee table. They are waiting anxiously to see how long it takes for the last candle to burn out. Time lapses, and someone blows out the candle causing the room to become fully dark.
They mention how creepy things are in the dark. Joey begins to do a maniacal laugh, everyone follows him. Ross says he can do better, and as he starts his laugh, the lights come back on and he sees Rachel & Paulo making out, he clutches his chest in heart-ache.
In the ATM vestibule, the power has returned. Chandler thanks Jill for both her phone and saving his life. She tells him good-bye and kisses him on the cheek before she leaves.
Chandler puts his face to the glass door, caressing the window. He turns toward the security camera and gives his account number and asks for a copy of the tape.