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.

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.

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.

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.

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.