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Ben and Felicity's plans to spend the summer together in California are jeopardized when her professor offers her an internship in New York---if she does well on the final. Tracy decides he wants to have sex with Elena after all, and Ruby tells Noel that Wade asked her to marry him. Meanwhile, Sean asks Julie out on a date and Julie says yes, even though she's still wrestling with an attraction to Noel. Professor Morton: Elaine Kagan. Tracy: Donald Faison. Ruby: Amy Smart. Sean: Greg Grunberg. Julie: Amy Jo Johnson. Elena: Tangi Miller.