Joey and Audrey go to a nightclub to celebrate both Joey's grades and fall break. There, Audrey tries to convince Joey to have some real fun. Charlie is also there and he hits on Joey, who turns him down for what he did to Jen. But Charlie doesn't give up so easily and dares Joey to do something wild. She accepts the dare and goes on the stage to sing with the band. Excited about it, she kisses Charlie. Meanwhile, Pacey sees himself hanging out with Audrey after he joins the ladies at the club to celebrate his new promotion. And Dawson and Jen go back to Capeside, where they have their first fight over what Dawson will do with his life. At the end he decides to move in to Grams's attic in Boston and move on with his life.

Charlie asks Joey to sing with his band at a distant club, which requires Pacey to give them a ride. Pacey and Charlie hate each other, and it takes a patient Audrey to keep them from going at each other's throats. Joey is nervous and isn't well received by the audience, until Charlie helps her with a duet. Still, he doesn't give up putting his moves on her. Audrey and Pacey, on the other hand, seem to be more and more in synchrony. Meanwhile, Dawson, Jen, Jack and Grams drive up to Capeside for Lily's 1st birthday, and Dawson finds out his mother has a significant other. Meanwhile, Jen confesses to Jack that she wants to break up with Dawson, while he is conflicted with the possibility of loving Joey again.

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.