Dawson is hit with tragedy after he heads home to Capeside to break the news to his parents that he is dropping out of USC to be with Joey, who is in shock herself after she realizes Pacey has been in Boston for weeks.

Dawson takes Jen on a road trip to a small film festival in New Hampshire where his documentary is being honored. The spotlight is intoxicating for both of them as they share one of the single most momentous events in a boy's life.

Meanwhile, Jack brings Joey and Audrey to a frat party under false pretenses; and Pacey takes Karen on a non-romantic date.

Directing Oliver's movie is not an easy task. First, Dawson has to deal with Audrey's (who took the leading part) complaints about Oliver's kissing skills. Then he has to recast the other lead role after watching the footage and discovering that Oliver stinks as an actor. Now they have to find someone who can act, is hot, charismatic in less then 6 hours. They can't think of anyone but Charlie, who fits the profile like a glove (for Jen's desperation). During the shooting Audrey has a crisis and locks herself in the bathroom because she kissed Pacey and felt like she was betraying her best. They have to call Joey (who was over at Professor Wilder's house to solve their issue) for help, and after her blessing Audrey is back on the set so they can finally finish the shooting. Meanwhile, Jack is fed up with his brothers and decides to move out of the fraternity house after he and Eric have a moment and later Eric accuses him of trying to kiss him to the other guys.

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.