Professor Heston orders Joey to baby-sit for Harley to make sure she does her homework. But Joey ends up serving as relationship counselor when she finds Harley's boyfriend, Patrick, hiding in the house and he starts to drool over Joey. Meanwhile, Dawson pays a visit to his past when he's asked to speak on Mr. Gold's class at Capeside High about how it is to be working in L.A. Dawson has a student, named George, show him his movie in which he realizes that he's moved on from the teenager he once was. Pacey also returns to Capeside when his father is admitted to the hospital after suffering a heart attack where Pacey has an argument with his brother, Doug, about the way Pacey's been treating the family by shutting them out.

After agreeing to pose as Pacey's sister at a business party, Joey demands to be taken home. When Pacey makes a quick stop at a local K-Mart they are accidentally locked inside the store. They're forced to spend the night there and talk about their friendship and relationship, both past and future. After the night is over they are both left to ponder what the future has in store for them.

In Los Angeles, Dawson visits Audrey at the rehab clinic where he spots a big time film producer, named Toni Stark, and follows her into a therapy session hoping to talk to the woman who will direct Dawson to better contacts. Meanwhile in Boston, Pacey throws a party at his place to celebrate his new success at his job as well as purchasing a new super-sized TV set and is surprised when Joey, still sulking over the departure of Eddie, lets loose by getting drunk and setting up a spontaneous game of spin the bottle. Jen catches the reformed alcoholic C.J. with a drink which leads to them arguing, and making up by having sex for the first time. Also, Emma tries to stay in the country to get her green card by courting a stoner to marry her until Jack offers to marry Emma.

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.

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)

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.

Dawson and Gail invite everyone back to Capeside for Christmas, but Dawson confronts Natasha about her one-night stand; Joey's happiness with Eddie turns sour when her father expresses his disapproval; Jen spends her time consoling a dumped Grams and Audrey gets loaded.

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.

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.

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.

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.

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.

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.

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.

Dawson & Joey's reunion leads to an evening of truth and intimacy, which is ruined when Dawson receives a phone call from another woman. Pacey gets a job interview that could change his life. Sparks fly between Jen and CJ, a handsome new peer counselor she meets at school.

Dawson returns to Boston after working as an assistant director in Los Angeles over the summer and reunites with Joey who has spent a relatively angst-free summer in Capeside. Audrey and Pacey return from L.A. with a surprise passenger, Audrey's childhood friend Jack Osborne.