En route to a study date, Ben and Felicity are robbed at gunpoint in his loft. Ben has trouble sleeping, and begins hanging out with Felicity in the middle of the night. They are drawn closer by the experience, as he confides in her about his abusive father. They decide to dress as Frankenstein and the Bride of Frankenstein for a Halloween party at the loft. Ben forgets about their costume plans, and completely ignores Felicity during the party. She tells him off and accuses him of pushing her away because he felt awkward after sharing such personal recollections with her. He says that he is tired of having to live up to her expectations. He later apologizes and gives her a necklace to replace the one stolen during the robbery. Julie and Zach bond during a Halloween showing of ""The Exorcist."" Julie feels awkward after Zach kisses her, but later decides to begin seeing him. Elena sleeps with Blair, a guy she met at the party. Felicity takes a job at Dean & DeLuca, a coffee shop.
Elenco: Keri Russell , Ian Gomez , Amy Jo Johnson , Amanda Foreman , Greg Grunberg , Tangi Miller , Scott Foley , Scott Speedman .