Ben (Scott Speedman) Voted "Most Popular" in high school, Ben Covington never worried about how he effected the lives of those around him. He went to school in New York to get as far away as possible from all he knew. Now, he is faced with a pretty sweet girl who makes him think about the things he never has before.

Noel (Scott Foley) As Resident Advisor, Noels' job is to put young college students at ease. It's not long before a confused and bewildered Felicity comes knocking on his door. He's a friend that Felicity can truly trust and confide in, but does she appreciate the crush he's now developed for her as well?

Julie (Amy Jo Johnson) Julie is Felicity's first friend at the University of New York. She can't help but notice Felicity's dismay and her tears during class. Julie realizes fast how much Felicity has sacrificed to come this far and how good a friend she'll be.

Sally Who is this mysterious friend of Felicity's that she communicates to with audio tapes? Turns out this mentor and friend is someone Felicity met when she was young, and will always feel she can talk to.

Dad Felicity's father has planned carefully for his daughter's education and future with the hopes that she won't have to struggle the way he did. He can't understand why she would throw away all his hard work and head off to New York.

Mom Felicity's mother always supported her husband's dreams of providing the perfect education for her daughter. She becomes highly concerned when Felicity decides to change her destiny.

Advisor Felicity's advisor has already heard an earful from Felicity's parents before she even walks through his door. This school is for students who are "independently minded," he tells her. Is that Felicity?