Joey and Eddie's emotional and sexual relationship is played out on stage during a counseling center benefit. At the same event, Jack and David deal with the insecurities in their relationship, a sober Audrey returns to Boston, and Jen opens up to C.J. about Grams' cancer.

Charlie's band lands a deal for a tour and Charlie asks Joey to go with him, but she doesn't want to leave college in the middle of the semester. Charlie then decides to quit the band and stay with her, which freaks Joey, who thinks they're jumping too many steps. She breaks up with him so he can go with his band on tour. Meanwhile, Oliver and Dawson finally get to NY to meet with an agent, but Oliver ruins the meeting. Dawson threats to end their partnership and begs for another chance. Civilization is sold and Alex Pearls takes over as the new manager. She promotes Pacey as head chef and fires Audrey. Pacey tries to get Audrey her job back, but all he gets is an inadvertent kiss from Alex.

Dawson's manages to 'get the girl' when a producer visits the "Wicked Dead" movie set to fire Natasha and close down production. Audrey is excited when asked to be the lead singer of Emma's band but is crushed when Pacey misses the gig. Joey demands the truth from Eddie.

In Los Angeles, while directing re-shoots on "Wicked Dead", Dawson finds his authority questioned by Heather Tracey and the other producers when Natasha refuses to do a nude scene. As a result, Dawson adopts an aggressive take-no-prisoners attitude, similar to the one that Todd has, to take control of the situation. In Boston, Joey is unable to say good-bye to Eddie who is moving to California to register at a college when she convinces him to help her take Audrey to a rehab clinic in Los Angeles, and the three of them, plus a guy Audrey picks up, drive cross country where the four constantly quarrel with each other. Also, Jen and C.J. set a lonely Grams up with C.J.'s Uncle Bill, who turns out to be quite randy.

After watching scary movies, Joey, Pacey and Jack talk about their creepiest experiences and urban legends. Joey shares her story of how she was almost attacked by the librarian on Halloween and saved by the creepy man she was running from. Jack tells the story of when he was helping clean the frat house basement and found a guy strapped, who later he found out to be a ghost. Pacey reveals that he was chased by a black car while giving Karen a ride home, but there was nobody driving the car. Grams arrives and says she has the scariest story: the time when Jen got locked out of the radio booth.

Pacey's new boss proposes more professionalism in the workplace and promises to leave behind her attraction towards him, even offering Audrey her job back. Audrey suspects something is going on between them and refuses to return to Civilization. Later, Alex drops by at Pacey's and Audrey walks on them talking about their kiss. She storms out in anger, leaving the future of their relationship unknown while Pacey struggles with the growing attraction he feels for Alex. Meanwhile, Dawson runs into Amy Lloyd, the movie critic, and they end up in bed together. After sex, they talk about movies and she lends him her movie. Joey and Jack focus on studies, and while she has problems concentrating, he has to catch up an entire semester and even goes back to the fraternity house asking for help. Luckily, Eric (the same guy that caused Jack his expulsion) shows up at Grams with the needed notes.

Joey's worst nightmare comes true when she accidentally sends a very personal e-mail she wrote for Dawson to the entire student body. The next morning, Joey's e-mail is the topic of virtually all campus discussions when Professor Hetson decides to debate it with his students. Meanwhile, Jack makes an attempt to get to know his cultural professor, Mark Freeman, who pays no attention to Jack, a little better. Pacey, while struggling to survive the first days on his new job, closes a very important deal for the firm, which his wheeling-dealing mentor Rich Rinaldi takes full credit for. Eddie, a student in Joey's reading class, whom also works as the bartender at Helle's Kitchen, persuades Joey to confront any challenge that Hetson throws and not show any weakness since Hetson thrives on it.

Natasha is drawn to a handsome new actor who arrives to the set. Meanwhile, Joey spends the night at Eddie's apartment but misses Professor Heston's final exam. Pacey invites Emma to his office party and sparks between the two turn to passion.

Back in LA, Dawson is asked by the studio to direct re-shoots but is conflicted about being disloyal to his mentor. Meanwhile, Joey hasn't heard from Eddie since Christmas and finds his apartment empty; Pacey starts skipping work to spend time with Emma; Jen's insecurities as a peer counselor are compounded when C.J. is assigned to train her.

Joey follows Eddie to his family home where they face up to their true emotions and the obstacles they must overcome to be together. Back in Boston, Pacey is invited to an exclusive party where he receives a promotion and is recruited to be part of a special project but is tipped off that the project maybe not be ethical. Audrey returns from Los Angeles and is welcomed back into the band, but blows her chances by getting drunk just before taking the stage. (The WB)

Pacey learns he has lost Dawson's money in the stock market. Back at school, Eddie surprises Joey with a trip to Europe for the summer, but a fiery conversation about how differently they live their lives leaves both of them questioning their future together.

Jen and Audrey are tempted to risk their new relationships with Dawson and Pacey after interviewing a couple of cute musicians. Meanwhile, Pacey's caught by surprise when he realizes Jack has taken him to a gay bar, and Dawson's curious upon seeing Joey's reaction when she catches Professor Wilder on a date.

Dawson finds himself in an awkward situation when he is put between Joey and the intoxicated leading lady of his film. Audrey allows herself to be taken in by another man's charm.

Pacey gets a job at a bar and meets an attractive Hispanic waitress named Karen. Although Karen has a very non-friendly boyfriend, that doesn't stop Pacey from feeling attracted to her. Dawson arrives to visit Joey, and is misled by Audrey when she decides to set her sights on him herself. Jen's compassion gets her to help Charlie and be on the college radio station.

Jen helps Dawson go to the shrink he ran away from last week. Dawson still thinks that the whole idea of sharing his thoughts with a complete stranger is weird, but he is surprised with how much he learns from it. Back home, he has to handle the problem with his father will, which does not include Lily. Meanwhile, Joey is working on a project about old love letters written by an obscure writer, and with the help of Audrey's audition tape for ""The Real World: Ibiza"", she manages to catch something no one of the fellow students caught. Pacey confronts Karen about the risks she is taking for having an affair with Danny, and Karen is hurt when Danny's wife shows up at a dinner party and he blows her off completely.

Pacey leads a revolt against Alex at Civilization. Dawson, Joey, and Audrey return to Capeside, leaving Audrey to wonder about their pasts. Joey decides to see her father for the first time since his latest incarceration, while Dawson finally pays a visit to his father's grave. Jack and Jen wonder how they'll spend the summer.

When Dawson assists Todd in throwing a blow-out Halloween party, Todd and Natasha have Dawson believing he is seeing the ghost of a legendary film actress. Jen becomes suspicious about C.J., and Joey gets stuck taking Professor Heston's daughter to a haunted house with Eddie.

Audrey gets drunk before her band performs and worries her friends, especially CJ who suspects a deeper problem. Meanwhile, Eddie and Joey agree to go on a real date; Pacey hits it off with a beautiful woman while on a business trip to New Orleans, and is shocked to discover that she's a call girl; and when Professor Freeman announces that he's leaving he and Jack have a heart-to-heart talk about their future.

Dawson comes through with No Doubt concert tickets, but he and Natasha's first public date ends in a brush with the law. Joey and Eddie have to sneak into the concert, while Pacey come to blows with CJ at the concert when it is revealed that he slept with Audrey.

Joey agrees to be Pacey's temporary assistant but their mutual jealousy leads to disaster in the office. Dawson sells his idea for a coming-of-age movie, but when the studio wants to change it to a teen sex film, he must decide whether to stick with his original concept.

The senior trip is coming up and Joey needs to get the time off from work -not an easy task seeing that Drue's mom is her boss. However, she decides to give her a few days off.... if she agrees to go on a double date with Pacey to accompany Drue and a wealthy girl named Anna Evans and make sure that Drue behaves himself. Of course this isn't an easy thing to do, and during their night out, Joey starts to get concerned over all the attention that Anna is bestowing on Pacey. Dawson has his own problems when he and Gretchen go out with her friends and he realizes the span in between their ages. Jack also (finally) gets some positive attention from Tobey.

Dawson takes Joey up on her invitation for a weekend in Boston, but the two have reservations once there. Meanwhile, Jack is surprised when his boyfriend Tobey shows up unexpectedly forcing Jack to choose between fraternity hell week and spending time with Tobey.

It's Dawson's first day in his new film school. Oliver (the somewhat obnoxious filmmaker Dawson met on the film festival) starts showing him around and wastes no time in asking Dawson to direct a movie he wrote. Reluctant to direct someone else's work, Dawson starts giving notes to Oliver on the script, and ends up accepting the job, thanks to Jen's incentive. Jen, on the other hand, is having some problems of her own. Her current state of happiness from the wonderful relationship with Dawson is reflecting on her on-air performance. Now she has to go back to the sharp-tongued, edgy advices she used to give instead of the romantic, love-themed ones. Meanwhile, Elliot finally has the courage to ask Joey out, but Joey makes second plans for a gathering with professor Wilder. She makes a fake excuse not to go out with Elliot, and her evening takes an unexpected turn when she and professor Wilder kiss. Elsewhere, Jack is reprehended by his brothers for being on academic probation. Irritated

Oliver tells Dawson he's arranged a screening for their movie, which is yet to be finished. Dawson freaks out, but Joey comforts him saying the movie is brilliant. Everybody attends to the screening and solve their conflicts while waiting for it to start. Dawson meets a handful woman, and after exchanging insults she reveals herself to be Amy Lloyd, movie critic for Boston Weekly, whom Oliver secretly invited for the screening. She storms out of the theater, and it's up to Dawson to bring her back. They go out for coffee, have a heart-to-heart talk and even make out! Meanwhile, Joey is scared about her feelings towards Charlie and goes to Jen for advice. Jen says it doesn't matter if the guy is a jerk; at the end of her life there might always be a Clifton Smalls (the new African American boyfriend of Grams). Pacey asks Audrey how many men she's slept with, and she tests him by saying 27, then 57, when it was really only 5. Pacey passes the test and tells Audrey he's in love with her.

It's Spring Break and the gang goes down to Miami to party! But not everything is a reason to celebrate. Audrey and Pacey go through their first relationship test when Audrey's high school boyfriend (and her first true love) shows up with tickets for the M2M concert at an MTV event. She is torn with the memories of the past, and eventually kisses Chris, who confessed to Pacey still being in love with her. Nevertheless, Pacey stays cool about it and asks Audrey to be his official girlfriend after she confesses she loves him not Chris. Meanwhile, Dawson and Oliver hit to road to NY to meet a film agent who's interested on their movie, but never make it there. Dawson starts to tell Oliver his story with Joey and decides to surprise her in Miami, looking to reactivate their romance. But when he gets there, all he finds is a suicidal Jack (who's failing out of school and is suffering with the fact that Tobey's got a new boyfriend) and Pacey, who tells him his story with Joey is over. Charli