Written by J.J. Abrams
Directed by Matt Reeves

Starring

Keri Russell
Scott Speedman
Tangi Miller
Greg Grunberg
Amanda Foreman
Ian Gomez
Scott Foley

Guest starring

Jim Ortlieb as Prof. Hodges
Robert Clendenin as Mr. Norman
Kirk Bailey
Erich Anderson as Edward Porter

Featured music

"So Nice" (Summer Samba) by Bebel Gilberto (beginning sunbathing)
"She's True" by Tony Lucca (Ben & Felicity talking in bed)
"Keep Me Alive" by Jonathan Case(Felicity asks Noel to come to dinner with her)
"Sixties" by The Essex Green (Felicity gets papers to declare independence, is late for Ben)
"La Cienega Just Smiled" by Ryan Adams (ending song)