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 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.

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.

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, 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.

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 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.

Jen's seemingly happy world comes crashing down when she learns that Grams has breast cancer. Meanwhile, Joey's tumultuous love life continues when Eddie reveals his true reasons for returning to Boston, and Pacey agrees to join Joey as she chaperones for Harley's school dance, but what should be a magical night doesn't feel right for Joey. Although he is at first reluctant, Pacey agrees to invest Dawson's life savings to finance his new film project.(the WB)

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.

Joey returns to Capeside to find Dawson's script on her doorstep and is overwhelmed that he has written a story about three friends, but Dawson's movie-making dreams are shattered when Pacey comes clean about losing Dawson's money. The ensuing fight opens old wounds and leaves the three friends believing their friendship will never be the same.

Also, with classes at Worthington over, Joey says goodbye to Audrey who has to stay behind to attend summer classes. And Jen invites her mother, Helen, over to Grams' house where she wants her to tell Helen about her cancer.