Felicity tries to help Ben and almost gets him expelled. He has had just about enough of Felicity. Elena is having trouble dealing with the tin man and Julie is hanging with the pink guy.
- Keri Russell as Felicity Porter
- Scott Foley as Noel Crane
- Scott Speedman as Ben Covington
- Amy Jo Johnson as Julie Emrick
- Tangi Miller as Elena Tyler
- Devon Gummersall as Zach
- Ron Canada as Dean Allison
- Shan Omar Huey as Blair
- William Monaghan as Professor Regalsky
- Lorna Raver as Professor Linda Cohen
- Helen Siff as Food Service Employee
- Eddie Kaye Thomas as P.J.