Ben Covington: Look, I... I understand why you rather see Felicity with someone like Noel. Someone who's obviously going to make it. And probably long before, I mean, I figure out what I'm going to be doing with my life. But I always remember this one thing a teacher said, which was, all the interesting people she knew they had no idea what they were going to do with their lives when they were 20. So chances are, I'm going to turn out to be a pretty interesting guy. Look, for some reason, Felicity cares about me. And on a good day, I feel like I might become everything she sees in me. It is because of that, it is because of about a million other reasons that she means pretty much the world to me.
Felicity: [Holding a pair of panties] Hey... um... 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, not put your underwear in my fridge?
Meghan: Well, they're not dirty.
Felicity: And also, where's my apple?
Meghan: I ate it. I thought we had an agreement, give and take.
Felicity: You thought we had an agreement? We don't have an agreement on anything. We've never even had a real conversation before!
Meghan: I replaced your stupid apple.
Felicity: With a tub of "I Can't Believe It's Not Butter"?
Meghan: It tastes so much like butter.
Sally Reardon: I guess I'm learning, little by little, that we decide what our lives are going to be. Things happen to us, but it is our reactions that matter.
Sally Reardon: The hardest part about moving forward is not looking back.
Sally Reardon: I've become a real believer in not defining every single thing. Seems like everytime you think you've figured out what something is, it just becomes something else.
Meghan: This is how I know Felicity still likes you. You ready?
Ben Covington: Yeah. Wha... what is it?
Meghan: Sarah McLachlan.
Ben Covington: What?
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 Covington: That's the dumbest theory I've ever heard.
Sean Blumberg: 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.
Noel: Hey! Hey! You still haven't seen Felicity have you?
Elena: What the hell are you on?
Noel: On? What am I on? My God, you look so small just sitting there.
Elena: And you're sweating.
Noel: [Rapidly] Of course I'm sweating, you'd be sweating too, if you were me because then you'd be me, and you'd be sweating. Is it cold in here?
Felicity: Anyway, in my closet, I found this thing on my wall. It's a list of all the people who lived in this room before me - it went back to 1968. Randall Clark... Melissa Stone... Keith Bradshaw... Patty Tagliabue... I mean these names, these people I never heard of... you know, I just started wondering. I wonder where they are today, you know? How much they remember of their freshman year? I wonder if they're all still alive.
Sally Reardon: I guess when your heart gets broken, you sort of start to see the cracks in everything. I'm convinced that tragedy wants to harden us, and that our mission is to never let it.
Felicity: Sally, I would only say this to you, so after you listen to this tape, you have to erase it. But I can actually picture what it might be like to be with a man for the first time, sexually. If you're laughing at me right now, I don't blame you.
Sean Blumberg: Domestication is the enemy of romance.
Noel: [to Felicity] Don't hook up with Ben while I'm gone...
Dr. Toni Pavone: Ben, everybody has to figure out who they are eventually.
Richard Coad: I'm not a racist. I'm just a guy in college trying to get laid.
Noel: I gave blood last month, and I had zero contact with anybody, and I have a card. So that means, medically, that I am safe sex material.
Felicity: Wow. Okay, so, uh...
[Takes out her day planner and flips through it]
Felicity: So, uh, when do you want to do this?
Noel: Um, now?
Felicity: I don't want to rush it.
Noel: No, no, okay. Um, how about tonight?
Felicity: [Looking at planner] Uh, lecture.
Noel: Okay, tomorrow.
Felicity: I got lab tomorrow.
Noel: Right. How about Wednesday? I'm wide open Wednesday!
Felicity: I'm working at Dean and Deluca.
Noel: Isn't, uh, isn't there someone who can cover for you?
Felicity: Yeah, yeah, I'm sure I can. Okay.
[Starts writing in the planner]
Felicity: "Noel... sex." Is eight o'clock okay?
Noel: For sex? Eight o'clock? Eight o'clock is good.
[Elena confronts Felicity about her affair with Noel]
Elena: Don't try to deny it. You just went whiter than usual.
Felicity: Who told you that?
Elena: That Halloween costume you live with. And if you want to know why I'm so upset, it's because if procedure as benign as a fridge lottery is susceptible to sexual conspiracy - what does that say about the whole system?
Felicity: You think I'm dating Noel to get an appliance?
Elena: I think you're dating Noel and getting an appliance.
Meghan: I think it's premium.
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 R.A! You just went up, like, a notch.
Felicity: Julie, I'm really sorry that you heard that. I should have come to you, and told you something up front.
Julie Emrick: That would have been hard. I mean, how do you tell somebody you're trying to steal their boyfriend?
Felicity: That's not what I was doing.
Julie Emrick: God, I feel so stupid when I was asking you, if you thought there was another woman. I had no idea I was talking to her.
Julie Emrick: He's a good kisser, isn't he?
Felicity: I did not plan this. Julie. I am so sorry.
Julie Emrick: You know, I really don't care what the hell you are. You can be sorry or not, it doesn't matter to me. You're just a lying bitch.