Dawson calls to tell Joey that he couldn't come. He got an internship at a movie studio. Jack and Jen are seen at Boston Bay College. Joey's new roomie, Audrey (Busy Phillips) wants Joey to leave so that she can have a guy over. Joey goes to see Prof. Wilder, but there's a lineup of young girls outside his store. Joey didn't want to wait and bumps into the prof making a getaway from his office window. Wilder tells Joey that her story didn't say what the kiss meant.

Dawson arrives for his internship and is met by an excited assistant. She mistook Dawson for someone else and when Dawson said that he was the intern, she became less excited about him. Jen and Jack meet up with Joey. Dawson is told to deliver a script to a director. The director tells Dawson to read it and tell him what he thinks. Audrey tells Joey that she is not having the "college experience" by being so studious. Jen goes to see Pacey who has anchored at a nearby dock. Pacey wants Jen to keep it a secret that he's in town.

Jack, Jen, Joey and Audrey go to a frat party. A guy tries to hit on Joey but Joey brushes him off. A guy tries to hit on Jen and Jen blows him off. A guy tries to enlist Jack for a frat. Todd, who has been berating his crew left and right, berates Dawson. Dawson tells him to "screw off". Todd fires Dawson. Audrey and Joey talk. Audrey convinces Joey that she's stuck in the past. Audrey relates a story about how better life is ever since she let go of her high school sweetheart. Joey calls Dawson ... answering machine ... tells him that she's cutting the cord and that it was time to say, "Goodbye".

Another guy approaches Jen who was drinking by herself. Jen thought he was another sleazy guy. He manages to convince her that she was no such person. He introduced himself as "Charlie". Dawson takes the long, lonely walk to the studio gate. The guard talks to Dawson. Real life wasn't like the dream ... all his friends were in Boston. The guard asks why he was here, then. Joey goes to Jen and Jack's place. They tried to be quiet so as to not wake Grams. Grams comes in and is happy that Jen may have found a guy. Joey walks back to the dorm ... a guy was leaving. Audrey was asleep. Joey laid on the bed ... she was tired. Knock! Knock! Joey thought it was the guy coming back. Instead, it was Dawson. Dawson and Joey hugged ... long. Joey didn't roll her eyes ... she seemed genuinely happy to see Dawson.

Jack and Jen are walking around. Jen spots Charlie through a window. He was a DJ at the college radio station. Wilder, reluctantly, signs Joey's drop form. Audrey shows Dawson around campus. Jen goes on-air with Charlie. Pacey has a new girl --- some rich girl (Melanie Shea Thompson) whose dad has a boat. Doug shows up and question what Pacey's doing with his life. He offers a business card of a chef he knows. He tells him to go see him. Pacey agrees only if Doug would get off his case.

There's a huge line-up for course-dropping as Joey arrives. Pacey goes see the chef, Danny Brecher. Pacey turns down the dishwasher job. Jen is in Charlie's room. They listen to Dolly Parton. Dawson and Joey talk. He asks her if she's 100% prepared to go their separate ways. Joey offers no comment and walks away.

As Joey approaches the front of the line, she gets rejected since the drop form was signed, "Oscar Wilde". Pacey and Melanie have lunch. Melanie pays for dinner because she felt that she should since Pacey lacked earning power. Jen wakes up with Charlie after having sex the night before. Jen is late ... tells Charlie to call her. Joey yells at Wilder. Wilder makes Joey write down what she's rambling about. Dawson and Audrey are on the rooftop of the bell tower. Dawson reveals that he got fired. Audrey tells him that there's one less thing tying him to L.A.

Wilder tells her she has interesting stories to tell. She gets an A-. She tosses away her drop form. Pacey comes to Danny for the job. Pacey said that he would more useful in another position besides being a dishwasher. As he was leaving he meets up with a girl. She also works at the restaurant and was on a smoke break. They chatter and Pacey said that he was interested in women who didn't smoke. She gave Pacey her pack when she was leaving. Audrey tells Joey that Dawson was gone. He was at the airport. Joey finds him there. Dawson says that if he goes away, four years later they'll be strangers. he asks if Joey wants that. She says, "No." Dawson drops his bags.

Jen and Joey talk. Joey leaves without talking to Pacey. Dawson sleeps over at Grams. Dawson tells Grams that he is scared to tell his parents about him staying in Boston. Jack gets introduced at the frat house. People seem to know so much about him. The new girl, Karen, argues with Pacey. Jen goes to Charlie's room. Jen asks questions about Charlie, but Charlie has no answers. Dawson returns home.

Dawson says that L.A. is not where he wants to be. Mitch says that he is NOT dropping out. Audrey drills Joey for information about the guy at the restaurant. The frat guys solicit Jack again. They want Jack to be in the house because he was gay. They want to be a progressive fraternity. Charlia and Jen are in bed. That is all they do ... sex. They make a pact of 12 hours of no sex. The waitress explodes on Pacey. Mitch talks to Dawson. He says that Dawson shouldn't change major life decisions based on someone else (Joey). Mitch gives Dawson a ticket back to California ... 3:30 p.m. tomorrow.

Mitch and Gale talk. Mitch says that he's not good at anything. He had hope that Dawson can do better. Charlie didn't want to see a movie with subtitles. Jack and Grams talk. Gale and Dawson talk. She poses, 'Is Joey the person you take the leap of faith with?" Jen and Charlie just can't find anything in common ... except sex. Charlie has run out of condoms. Joey goes to the docks and finds Pacey. She hopes that Pacey can come over to Sunday dinner with Grams sometimes.

Dawson gets ready to leave. He says goodbye to Lily. He tells Mitch that he hopes he can get a refund. Mitch says that he was disappointed, but still loves Dawson. He grabs his coat and exits promptly. Jen and Charlie sneaks into the medical building to get some condoms. Jen finds out that Charlie is nearsighted. Jack accepts the invitation to the frat. Danny dumps the potato chips that Pacey has been working on. He says that he was preparing him to cut truffles. He says that Karen is mad at Pacey because she wants that job. Dawson waits for Joey at her dorm. They decide to go for coffee. It's dark now and Mitch is driving home with the music up ... a ice cream cone in his hand. The scoop of ice cream slips off and hits the floor. Mitch tries to scoop it up. When he looks up, we see Mitch faced with a blinding headlight.

Dawson is shopping for a coffin. Joey tells Pacey what has happened. Joey entices Pacey to go to Capeside. Jen and Jack chat. Jen is nervous about what to say to Mitch. Dawson comes into Gale's room. She is asleep on the bed. Dawson covers her up. Dawson has a flashback moment with Mitch (we're going to have a lot of those). Joey comes and Dawson tells her to watch Lily. Dawson has to go to the funeral room.

We're at the grave site. Then, we're at Dawson's home. Grams can offer no platitude at this moment. Joey has a Mitch flashback. Jen talks to Dawson ... offers him a hug. Joey comes upstairs to see Gale who's hiding there. Dawson and Pacey chat. Dawson and Pacey hug. An old friend of Gale's, Susan, start badgering Dawson about "channelling his grief". Dawson tried to brush her off. The answering machine goes on and Mitch's recorded voice is there. Dawson rips out the answering machine from the wall.

Dawson and Joey chat. Dawson blames himself. If he had listened, Mitch wouldn't be dead. He leaves. Grams and Gale chat. They hug. The people begin to disband from the Leery household. Dawson is lying in bed. Joey comes in. Dawson wants to be alone. Pacey and Joey chat. Gale has a Mitch flashback. Dawson comes in. Gale tells Dawson that he doesn't have to be so strong all the time. Dawson said that he doesn't feel a thing.

Pacey has a Mitch moment. Pacey asks Dawson to go for a ride. He takes Dawson to the accident spot. He tells Dawson that Gary Peters killed Mitch ... he was pulling a double shift and was asleep at the wheel. Busy and Joey chat about Mitch. Joey is upset because Dawson doesn't want anything from her. Joey cries. Gale and Dawson are having dinner. Gale checks the fridge ans says, "We're out of milk." She breaks down because that was what she said to Mitch. Dawson goes to the store. The clerk tells him what Mitch said to him that night. He said that he asked Mitch how Dawson was. Mitch told him that night that "Dawson had a romantic streak a mile long." Dawson goes to his car and cries. Busy and Joey go for a walk. They meet up with Jack and Jen and they go for coffee. Dawson drives home.

Joey and Audrey go jogging. Audrey is getting killed by the pace. Joey says that she's nervous about Dawson coming. Professor Wilder said that he's going to inventory a famous writer's estate. He wants Joey to be part of his team. He said that there'll be a get-together at his house for the team. Jen and Charlie kiss. Danny and Pacey chat. They talk about Karen. Danny said that many has tried to tame Karen. Danny offers a night off in exchange for Pacey giving him the use of a yacht for the night. The frat guys are playing pool. Tobey comes in for a surprise visit. Dawson comes by. Joey and Dawson decide to watch movies. When asked what movie? Dawson goes "uh".

Jen asks Pacey to come along with her to see a play. Tobey drops by Jen's. Apparently, Jack missed a date with Tobey. As they were watching a movie, a car accident appears onscreen. Joey pulls the plug on the movie and apologizes. They decide to go to the prof's party. Jen and Pacey are walking around. Through the window of a restaurant, Charlie is seen with another woman. Jen wants to go in, buy Pacey stopped her. Tobey and Jack meet up. Jack gets a call (this was hell week and Jack has to go do things whenever he gets a call). As Jack was leaving, Tobey tried for a kiss, but Jack was too fast for his lips ... he was air-kissing. Jen and Pacey are at the play. They leave to confront Charlie. Joey and Dawson go to the party. Dawson goes to the washroom to wash his face. He was having an anxiety attack.

Jen joins Charlie and the woman. Jen pours water on Charlie. Charlie tells Jen that she was her sister. The frat guys tells Jack that Tobey was checking up on him by coming for a surprise visit. Dawson is now in the kitchen. He said that he felt warm. A girl offers him some water. Dawson tells Joey that he wants to leave. Outside, he recalls how he lost control in the milk store. He said that it was awfully hot in there. Charlie and Jen walk down the street and tells Jen that she must trust him. Tobey is bummed and is searching for something to watch on TV. Jack comes home. Tobey tells Jack that the frat is seemingly more important to Jack than he was. Jack said that he felt that he belong there ... there were no labels. He stalked upstairs.

Karen and Pacey chat. Emily, Danny's wife, comes into the kitchen and chats with Pacey. She tells him that Danny talks about Pacey nonstop. Dawson leaves and leaves behind a book that Joey had given him. Jen and Tobey chat outside. Tobey leaves. He thought that Jack would at least come and beg him to stay or something. No such luck. Jack becomes a brother. Jen tells Jack that he broke Tobey's heart. Jack then blows Jen off, too ... time to see new people, he says. Jen goes over to Charlie's with flowers. As she approaches the door, a woman is leaving and kisses Charlie. Joey feels relieved that Dawson has left. Dawson is driving home as Joey's inscription is read in the background.

Audrey is cleaning. Her mom is coming for a visit. Jen and Pacey chat. Pacey said that Jen should get even with Charlie. Pacey finds a necklace in his yacht. Danny wants to use the yacht again. Pacey says that he can't ... he has a party planned. Dawson calls Joey. Dawson says that he'll call when he gets in ... he'll be staying at Grams'

Dawson arrives for the appointment. He starts fidgeting, then he walks out. Audrey's mom arrives. They want Joey to come to dinner with them. Dawson drops by Jen's ... meets Jack. Jen has to go ... so does Jack. Jack asks Dawson if he wants to tag along to a party at the frat house. Jen goes to Charlie's. She tries acting sexy ... Charlie is getting nervous. Jen was a day early. Jen wants her sweater. She finds Charlie's girlfriend hiding there. They're having a chug-a-lug at the frat house. The three women have dinner. Joey calls Dawson. Dawson ignores Joey's call.

Charlie talks to both girls. Charlie suggests a threesome. Audrey's mom berates Audrey during dinner, saying that Audrey has always lacked focus and the only reason she's here is because she paid off the school. Joey tells Audrey's mom off. The girl in the closet, Nora, and Jen make Charlie strip. They push him in the hall and they lock the door as they are leaving, so there he was naked in the hall with everybody watching. Switch to Pacey's boat party. The frat boys and Dawson show up. Pacey lectures Jack ... why would he let Dawson drink in his condition. Dawson meets up with Joey. He was supposed to call Joey. He pulls out his phone and makes a mock-call. In his drunken state, he says into the phone that "if you hadn't left a drunken message on my phone, maybe his dad would still be alive." Dawson is escorted away by the boys for more fun.

Pacey offers a hangover cure for Dawson. He was afraid that he said something bad to Joey. Mom apologizes to Audrey. Pacey notices that the necklace that he found the other day was around Karen's neck. He suspects that Danny may be using the boat to have an affair with Karen. Joey and Dawson chat. At the train station, Dawson told a tale of how he was looking forward to kissing Joey, then his dad died and he doesn't know if he can go back to how he felt. Joey then kissed Dawson.

Audrey gets a video camera to film her audition tape for a TV show. Pacey is preparing for a party of 300 at the restaurant. Emily (Danny's wife) can't make it. Dawson is seen talking to the psychologist. At a gathering with Wilder, Wilder wonders who Rose Lazare was writing to in her mystery letters. Pacey asks Karen why she never brings her boyfriend around. Pacey says that he knows about Danny and her. Karen jumps all over Pacey.

Dawson is at home with Mom. They realize that Mitch left nothing for Lily in his will ... maybe something was written down. Wilder and Joey chat. They figure out that Rose's friend probably went to school here, too. Dawson looks for an adjustment to the will. Mom had already found it ... it was unsigned. Joey meets up with a blonde who was looking for clues about Rose at the library. Karen to Pacey's boat to apologize.

Dawson and Jen have tea. Audrey talks about herself on video. Karen and Danny dances, until Emily walks in. Pacey lectures Karen, that her relationship is doomed. The psychologist tells Dawson that he should decide what to do with his own life. Karen is sitting alone. Pacey comes. Pacey and Karen dance. Joey goes to see Wilder. Joey says that Rose was writing to herself. She got that idea from Audrey's video.

Joey and WIlder chat. Jen, on colleg radio, plays a song for Dawson. Audrey and Joey are in bed chatting. Pacey goes to Karen's house. Karen says that he wants to break it off with Danny. Danny calls. The answering machine picks up. Danny pleads for Karen. Pacey leaves digusted, figuring Karen was going to cave in again. Dawson is entered into a film festival, by his dad. Dawson tells his Mom that he doesn't want to go back to USC.

Jen and Joey study together. Joey asks Jen how Dawson is doing. She's glad that Jen is there for him. The frat is going to have a formal. Everyone had to score. Pacey goes to see Karen. Pacey asks for a date ... strictly platonic. Jen finds out that Charlie is wooing Nora with love letters. Jen cries to Dawson. Dawson invites Jen to go to New Hampshire with him for the film festival.

Audrey is going with Eric to the formal. Joey is going with Jack. People at the festival likes Dawson's film. Jack tells Joey that Jen has gone for the weekend with Dawson. Pacey and Karen go out and have a good time. Karen and Pacey kiss ... then they tear off their clothes and ...

Dawson wins top prize for the A.I. Brooks film. Audrey becomes bored with Eric. Jack talks to Eric. He tells him that Audrey was "easy". Joey overhears this and gives him the evil eye. Karen admits that she slept with Pacey to get back at Brecher. Oliver, another film producer, gives him a card to a Boston film school. Joey yells at Jack. Dawson appreciates what a great dad he had. Dawson thanks Jen. Jen kisses Dawson. They undress and ...

Jen wakes up. Pacey quits. Karen had already quit. Jack apologizes to Audrey. Joey and Jack apologizes. Pacey and Karen chat. Karen hugs Pacey, gets in a taxi and leaves. Jen and Dawson chat. Jen and Dawson decide to stay a couple of more days ... they kiss.

They start to tell scary stories. Joey goes first. Audrey wants Joey to go to a party with her. Joey wants to go to the library to study. At the library, there's a creepy guy there in the back working on some peanuts. The creepy guy asks Joey to borrow a pen. He keeps staring at her. The library assistant says that the book she wants is downstairs. Joey hears footsteps. She ducks into a maintenance closet. As she leaves, she bumps into the creepy guy. She then runs and bumps into the library assistant. The library assistant says that the creepy guy has left. I think he knocked out creepy guy. The library assistant locks the door and stalks Joey. Joey then does some kung fu and knocks the library assistant out. The creepy guy shows up ... he was actually a security guy.

Jack is cleaning out the basement of the frat house with a couple of brothers. The three guys take a drink of something. Jack's got the flu, so he goes to the washroom. Jack comes out, realizes that he is alone. He hears noises. He opens the closet. A guy is bound and gagged ... some hazing thing. It turns out that he was gay. As Jack goes to get some water, he looks at a picture. The guy resembled the killer in the picture ... a former student who went on a rampage years ago.

Pacey wants to tell the tale of an urban legend. He is giving Karen a ride home. A car approaches with no headlights. Pacey signals to the car that the headlights were off. Karen said that it was a gang ritual and that by signalling, the other car will now try to run him off the road. Pacey didn't believe this until a car rams Pacey's car. They go to a cafe. Everyone in the cafe stares at them. Pacey notices that the car was besides his car. Pacey leaves down the road. That car is now blocking the road ahead. Pacey floors it. The collision sends Pacey off the road into a ditch. Karen opens the trunk to grab a bat. As they approach the other car, they find that it has no driver.

Grams comes home. She says that she has a good story --- one that will scare them. Jen is at the radio station. A tree is tapping the window. Jen breaks off the branch. Jen can't get back into the radio station after the thing she used to prop open the door came loose. She manages to get back in. There is this strange voice and the person comes in through the window upside down. After this story, the kids feel jumpy.

Dinner was extremely quiet. Audrey pulls Joey into the kitchen. Audrey is looking for a reaction in Joey. Dawson talks to Joey in the kitchen. Joey realizes that it was more than a kiss. Joey says to not make it a "thing" and leaves.

Time for the second course. Dawson and Jen were alone in the room. They realize that everyone knows now. Joey comes back in. Jen and Joey are now alone. Joey said that she'll be fine. Dawson talks about film school. Audrey pulls Joey to the kitchen again. Joey says that she'll accept it the way it is ... she said that the possibilities cancelled itself out when Dawson's dad died. Charlie comes a-knocking. Jen answers.

Dawson wants to check what's keeping Jen. Jen tells Charlie that he's "with Dawson". Joey goes to get salad. Dawson follows. Jen and Jack talk. Jack tells her that it's "too soon". Pacey and Audrey chat. Joey asks Dawson if he misses her. She wants to know how it came from a "possibility" to nothing at all. Dawson tells her it hurts to be around her ... and it hurts to go back.

They all make a toast to lifelong friendships. Grams return. She said that she must retire now. Dawson is welcome to stay the night. Everyone leaves. Pacey and jen chat. Pacey chats with Joey. Joey says that she is floundering. She said that she was relieved to have a "break" but never expected to lose her place when she came back. Jen and Dawson fall asleep together in the attic.

Dawson and Jen go to Gale's place. Audrey applies for the waitress position at the restaurant. Gale figures out that Jen and Dawson must be dating. Joey checks her marks ... straight A's. Joey bumps into Wilder who was posting his marks. Joey finds out that she got an "A", too. He hugs Wilder.

Brecher promotes Pacey to chef. Audrey and Joey spot Charlie playing at the club. Audrey joins in for a song. Gale tells Jen to push Dawson in going back to school in Boston. Charlie talks to Joey and fires off some lame pickup lines. Dawson is insulted at Jen for telling him what to do. Jen walks away.

Pacey tells Joey to "let loose". Charlie tries again to hit on Joey. Dawson is alone at the docks. Gale comes and tells him that it's time for him to go to Boston ... Lily and Gale will do fine by themselves. Joey sings. Audrey is shocked that Joey "let loose". Backstage, Joey grabs Charlie and kisses him.

Dawson and Jen apologizes. Charlie offers Joey a ride home on his motorcycle. Pacey drives Audrey home. Audrey kisses Pacey on the cheek. Joey walks home alone, despite the urging of Charlie to ride with him on his cycle.

Dawson is surprised that Jen has so much makeup. Dawson is also disturbed that Jen had used his toothbrush to apply makeup. Dawson wants to go to a movie, but Jen said that she's busy working at the radio station. Wilder notices that Elliott is looking at Joey during class. Wilder tells Joey that. Jen is taking calls at the radio station and a girl calls in with a relationship problem. She tells her about the fragile male ego. Jack moves to the frat house. Pacey tries to tell Brecher about his plans to go sailing but gets convinced to be the baker instead. Pacey looks perturbed after this.

Dawson has a chat with Grams. Dawson turns on the radio to hear Jen. Jen is telling someone that "men will eventually leave." Wilder and Joey bump into each other at the library. Wilder points out a book that he authored. Audrey asks Pacey about what's wrong. Jack wonders why he is rooming alone ... why did his roomie move out. Pacey finally tells Brecher about his plans. Brecher accepts Pacey's decision to quit without any disappointment.

Audrey and Pacey chat. Pacey offers her a ride home. Melanie comes calling at that moment. Pacey leaves with Melanie. Dawson is waiting for Jen as she comes home. Dawson said that he is going to the movies and Jen can come or not ... she doesn't. Jack talks with Eric and asks him why he didn't want to be roomies with him. He didn't want to room with a gay guy ... people might think he was gay. Audrey comes home tired. They talk about Elliott. Joey thought Elliott was one of Audrey one-nighters, but that wasn't true. Melanie returns to Pacey's boat and they kiss.

Melanie is getting dressed on the boat the next morning. Jen replaces Dawson's toothbrush. Joey goes to see Elliott. Elliott said that he has never slept with Audrey. They decide to go for coffee. Jack tosses in his keys ... he can't live like this. Eric catches up with Jack and said that he'll gladly room with him. Jack said that he'll think about it. Audrey goes to Pacey's yacht. Audrey asks him to come outside. It was the gang there to say, "Goodbye." They give him a sextant as a present. Pacey says that the present wasn't necessary because he wasn't going.

Elliott asks Joey for dinner and a movie this Friday. Jen goes to visit Jack at the frat house to bring him his mail. Jack finds out that he is on academic probation for failing a few classes. Oliver spots Dawson at film school. Jen is on the radio. Audrey calls in. The frat leader (Blossom) says that a failing Jack is not acceptable. Oliver wants Dawson to direct his film. He gives him the script to look over. Wilder is taking out the Lazar group to dinner Friday night ... the work is done.

Jen and Dawson chat. He doesn't want to direct Oliver's work. Pacey and Audrey talk to Joey. Jack gets an "A" on a quiz. Dawson turns down Oliver's offer. Jen talks to Pacey. Her radio show is terrible. Joey cancels date with Elliott ... she lies that she has a sore throat.

Jen and Dawson talk. She has lost her edge on the radio. Oliver wants to come to dinner with them. Jack is drinking. Eric ribs Jack about being stupid. Jack orders another one. Joey and Wilder walk home after their get-together. Dawson, Oliver and Jen argue about the script. Wilder and Joey chat about the girl in his book. Wilder wouldn't tell her who she is. Wilder asks Joey for coffee. Oliver leaves. Joey and Wilder talk. Wilder kisses Joey. Blossom and Jack have a fight. Jack gets cut on some glass.

Joey comes home. Elliott has left a basket at her door. Audrey and Joey chat. Pacey talks to Jack. Pacey asks him when it's ten people against him, is it worth it? Dawson apologizes to Oliver. Dawson agrees to direct. Oliver wants to be Gage (the lead).

Wilder class: Joey feels "weirded out" in class. Audrey talks to Pacey at the restaurant. It seems like he's sleeping at the restauarant. Audrey wants Pacey to help her rehearse lines. A girl walks out from the back and Pacey couldn't remember the name of his one-nighter. At the frat house, the guys seem to be trying their best to smooth things over with Jack. Dawson can't believe how awful Oliver is a leading man. Jen, with displeasure, asks Charlie if he would be the leading man.

Eric and Jack play video games. Eric asks Jack some personal questions about being gay. Dawson tells Oliver that the ending needs overhauling. Eric tells Jack that "you're the guy I want to be." Joey comes to Wilder's house to talk. She decides that she can't take his class anymore. Audrey is practicing lines with Pacey. They kiss according to the script. They really kissed, not according to the script.

Charlie and Audrey kiss during filming. Audrey has a fit: "I can't work with Pacey there." At the Wilder home, Wilder tells Joey that he can't afford to lose his job. They were about to kiss when Joey's cell goes off. Joey leaves, then storm backs to lay a wet one on Wilder. Two frat leaders came to Jack's room. Eric told them that Jack had tried to kiss him. Jack loses it and says he's moving out. Everyone on the set crack up. Joey and Pacey goes to see Audrey in the ladies' room. Audrey is worried about what Joey might think of she kissing Pacey. Joey gives her blessing. Jack, upon leaving, tells Eric that he needs help.

Dawson and Joey chat. Dawson is wondering about the negative ending. Joey says, "Hope dies last." Then, Joey tells him that she might be the sign he was looking for. Jack is seated at a bus stop. Jen arrives. Dawson has an ending ... no one gets killed. Audrey and Pacey chat ... then kiss. On her way home, Joey throws a snowball and hits a sign in the middle and the crowd goes wild.

He demands Joey's cellphone. He forces Joey to withdraw about $500 from her savings account. He takes Joey's coat. As Joey is walking home, the mugger calls out for Joey. As he is crossing the street, a car hits him and he goes flying over the car. The car speeds off.

Joey goes over to the body. She grabs her coat. The guy comes alive. The guy points a gun at Joey. Joey is going to call an ambulance and he can shoot her if he wants. He pulls the trigger and nothing happens ... no bullets. She wants to know why he deals drugs. Joey faints in a cop's arms.

Joey is getting fixed up at the hospital. A little girl standing in the hall catches Joey's eye. Mom wants Joey to sit with the little girl for a second. The girl says that her dad got hit by a car. Mom and Joey talk. the mother realizes it was Joey who got mugged. The mother leaves. Joey tells the mother to give her daughter a chance to say, "Goodbye". The mother leaves anyways. A doctor tells Joey that the mugger was asking for Joey.

He tells her that he spent $500 on dope rather than use it to pay for daycare and needs the $500 to pay back the mother. They talk for a while and then he flatlines. Joey comes out, nods at the mother ... the mother cries. Joey tells the little girl that her father was a hero --- he pushed her away and a car hit him instead. Joey slips the $500 in the mother's bag as she was leaving.

Dawson tells Jen that he's going to the movies with Joey. Pacey goes to Audrey's. Audrey says that she can't hang out with him after having sex. Joey goes to see Wilder. Wilder says that it's over between them, since she no-showed on Friday. Joey tries to explain but Wilder didn't want to hear her reason. Jack and Pacey bump into each other. Jack takes Pacey to a gay bar. Audrey and Jen go to a concert. Jen had to interview some musicians. At the theatre, Dawson and Joey spot Wilder and a date. Joey didn't want to go over and say, "Hello".

Pacey realizes that he's at a gay bar. Pacey chats it up with a food critic. Jack tells Pacey on the side that he should tell him the truth (about him not being gay). The two musicians, Jen and Audrey head back to the radio station. Dawson and Joey gets seated at the movies. Wilder and his date kiss. Joey seems preoccupied with this. Dawson notices. Joey changes subject when asked if she has a crush on the teacher.

Audrey is avoiding Pacey because she was having sex with Pacey when Joey called after the mugging and she didn't answer. She has made a pact with God to follow the moral road. The musician asks Jen if she has a boyfirend. Pacey couldn't tell the guy that he wasn't gay, so he says that he's not available and puts his arm around Jack. Wilder leaves during the movie. Joey follows. They break up citing the perfect ending --- one where they wonder what could've been throughout life. Joey kisses Wilder.

Dawson finds Joey sitting outside the theatre. Pacey and Jack chat. Jack tells him to go and "chase the girl". Audrey and Jen say goodbye to the musicians. Pacey is waiting. Audrey and Pacey kiss. Dawson realizes how much time has passed --- how they've all changed. They walk off together. In the closing segment, Jen falls asleep in Dawson's arms.

Pacey and Audrey are making out in her dorm. Audrey says Pacey has to get an apartment. Audrey insists that Joey do this gig. Jen and Dawson get ready for Lily's first birthday. Jen feels anxious. Joey brings over a present for Lily. She can't go. She gives the present to Dawson. Jen tells Jack that she wants to break up with Dawson. At the party, Gale introduces her friend, someone named, "Nathan". Dawson appeared shocked. Charlie overslept ... wants a ride with Pacey, Joey and Audrey. Pacey isn't thrilled about it.

Jack and Jen chat about the status of Jen's relationship with Dawson. Nathan and Dawson chat, but Nathan was asking the questions and Dawson was forcing his answers. Charlie wants Pacey to speed up. Pacey has had it, stops the car and challenges Charlie to a fight. Audrey breaks it up. Jen and Dawson chat. They discuss moving on. They were talking about Gale, but Jen wasn't comforting Dawson. Jen says that she has to go ... to go on a "breather" with Jack.

Joey tells Audrey that she wants to win over the tough crowd. On stage, Joey belts out a pop tune and the audience boos and shouts. Dawson and Gale chat. Dawson tells Gale that it was nice meeting her friend. It took a while for Dawson to come around. Dawson opens Joey's gift to Lily. It was a book of pencil sketches/memories. Dawson had a flashback moment there. Charlie whispers to Joey and they do a hard rock tune, much to the delight of the crowd. Pacey confesses to Audrey why he dislikes Charlie so much. He didn't like it when Charlie was kissing Audrey during his scenes with Audrey in Dawson's movie. Audrey gets flattered and wants to spend the night in a motel across the road. They tell Charlie and Joey this. Charlie is OK with it; Joey wasn't really (about staying the night).

Charlie got them a room. There was only one left and only with a single bed. Charlie decides to turn in and gives Joey the key. She can come to the room if she wants. After saying all the wrong things to Joey, he parts by saying something nice. Charlie and Pacey cross paths. They settle their differences. Audrey and Pacey make out in the motel room. Dawson finds Jack and Jen. Jack gets the signal and leaves. Dawson and Jen break up. Joey goes to the motel room and crawls into bed with a sleeping Charlie.

Dawson tells Oliver that the film is not ready for screening yet. Oliver wants to know if he can ask Jen out. Pacey and Audrey are making out and Pacey wants to know how many guys she has slept with. While driving to the screening, Audrey says that she had slept with 27 men. Pacey is shocked and hits another car.

Clifton, an African-American, comes to see Grams. They kiss ... this shocks Jen. Amy Lloyd is there to review the movie. Dawson didn't know who she was and they get off on the wrong foot. Dawson tells her she has crappy taste in movies. Charlie and Joey sits together. Dawson screams at Oliver for inviting a critic. Amy leaves because the screening hasn't started yet --- amateurish. Oliver tells Dawson to go after her ... kisss her ass if he has to. Amy and Dawson decide to go to coffee to discuss whether she should come back or not.

Audrey wants to talk to Joey. Audrey said that she lied to Pacey. Joey tells her to tell the truth. Charlie tells Joey that he would like to take her to the washroom and do ungodly things to her. This offends Joey and she walks away. Audrey tells Pacey that it's 57 men. Oliver tells Jen his feelings towards her, and Jen tells him that there's no possibility. Jen and Joey go get some air. Amy wants Dawson to tell her why she should review it. Amy's ex-boyfriend shows up and Amy tells Dawson to kiss her.

Oops ... it wasn't her boyfriend after all. Pacey tells Audrey that it doesn't matter ... he has completely fallen for her. Audrey comes clean ... she has only slept with 5 men, but has kissed many. Amy tells Dawson that Dawson is incomplete, not the movie. Charlie comes to Joey and wants to sit next to Joey. Oliver walks by and looks over at Jen. Jen giggles. The film rolls.

Oliver and Dawson are driving towards NY. Dawson seems preoccupied ... he's thinking about Joey. Oliver wants to hear the whole story. The show has flashbacks here and there. The gang is staying at Audrey's parents' place in Florida. Audrey and Pacey kiss. Charlie calls; Joey hangs up. Jen is catching a cold. Chris Hartford, a movie star, comes to visit Audrey. Audrey tells Pacey that he's just a friend. He offers free tickets to a M2M concert. Audrey tells Joey that Chris was the love of her young life. Charlie finds Joey.

The M2M concert begins. Pacey and Chris cross paths and stare at each other. Joey tells Charlie that she's not going to hang out with him. Chris tells Pacey that he dated Audrey for two years. Chris tells Pacey how much she loves her. Pacey and Audrey argue about not telling him about Chris. Audrey goes away.

Joey and Pacey chat. Pacey tells Joey to go have fun with Charlie. Oliver tells Dawson to have "that talk" with Joey. They turn the car around and head towards Florida. Joey and Charlie hang out. Jack is boozing it up. Jen talks to Jack. Why is he drinking? to forget something? Jen and Joey chat. Jen is surprised that Joey is hanging out with Charlie. Joey screams at Jen for having the nerve to have an opinion, after she went after Dawson. Joey, who is steaming, decides to get out of there with Charlie who comes to her place. Chris goes to see Audrey. Chris and Audrey kiss. Pacey sees this. Joey helps Charlie build his tent on the beach.

Dawson arrives in Florida. Jack is on the roof, and does a belly-flop into the pool below. Dawson makes the save. They have a chat. Jack finds college life too hard; he's failing at school; and Tobey has a new boyfriend. Jack cries. Pacey finds Audrey. They decide to go steady. Pacey and Dawson chat. Pacey tells him that it's over (the Dawson and Joey dream). Dawson still wants to talk to Joey. He's on a mission. Pacey tells him that she's with Charlie. Joey and Charlie move the tent into the living room. They sleep in the tent together. Charlie and Joey kiss. Dawson is alone at the beach staring into the ocean ... maybe this is Dawson's ocean now.

The restaurant is under new management. Charlie waits for Joey at Worthington. He tells her that he has a tour gig. Charlie wants Joey to come with him. Oliver and Dawson worry about seeing an agent. Audrey and Joey chat. Joey tells Audrey that Charlie's talking about staying. The new manager at Civilization was a woman named Alex Pearl. Alex and Pacey didn't get off on the right foot when she introduced herself to the crew. She says that some of the staff will be let go. She will be conducting individual interviews. Pacey was first.

Pacey was expecting to get fired. Instead, he was given a promotion to oversee the kitchen. Charlie tells Joey that he think he shouldn't go. Charlie kisses Joey. Oliver and Dawson map out some strategy for the interview. Audrey got fired. Pacey said that she will have a talk with Alex. Andrew Miller was the agent. At the meeting, Oliver made a scene and the agent, although interested at first, showed them the door. Joey wants to tell Charlie that he should go but not hurt his feelings.

Pacey is scheduled to see Alex later. Dawson blows up at Oliver. He tells him that he got carried away and blew away their ONLY chance. Dawson tells Oliver that he was naive and Oliver leaves in a huff. Joey and Audrey go to Charlie's concert. Joey is still fretting about how to tell Charlie. Pacey shows up to join them. As Charlie is approaching, Audrey tells Joey that she has a brainstorm. She accuses Joey of sleeping with Pacey again. Audrey and Joey stage a mock fight. Charlie doesn't buy it and wants to know what's up. Joey tells him to go on the tour.

Dawson waits five hours for Andrew Miller. After some pleading, Andrew tells Dawson to send him his next project. Charlie serenades Joey. Audrey tells Joey to go to him. Charlie kisses Joey, then says their goodbyes. Pacey asks Alex to give Audrey a chance. Alex says that is negotiable. Alex kisses Pacey. Pacey decides to leave. Joey comes by to see how Dawson's meeting went. Dawson is on his way to get something to eat. They decide to go for pizza together.

Alex apologizes. Dawson and Joey study together. Dawson is watching some movies (his studying) on his laptop. Dawson is laughing too loud. Joey is getting annoyed. Dawson decides to go watch one of the movies showing in town. Jack is studying multivariable calculus. Dawson bumps into Amy when leaving the movie. Audrey gets her job back. She wonders to Pacey why she got her job back. Dawson goes back to Amy's place. They kiss.

Dawson and Amy wake up together. Dawson finds Amy's filmmaking film; she won't allow Dawson to see it. Joey and Audrey chat. She wonders if Pacey is cheating, with him being nervous when asked. Joey tells her that maybe he's just planning a surprise. It's closing time. As Pacey leaves, he notices that only Alex is there working on the books. Pacey offers to walk Alex home. Jack goes to the frat house. He wants the "Notes & Tests" file for calculus. Blossom said that that info was for brothers only. Eric is in the background. Amy tells Dawson that her movie stunk; she became a reviewer because she was good at it. Alex is staying at an inn. Pacey tells her that she should look into staying at Brecher's old place (the place Pacey is staying at till the lease runs out). They hug and almost kissed.

Audrey and Joey are studying. Audrey is disturbing her with her preoccupation with Pacey. Joey tells Audrey to go see Pacey. Amy tells Dawson that although he may think that Joey has "moved on", has she really? Eric, the frat brother, is waiting at Grams' house to help Jack. Alex appears at Pacey's. It was 2 in the morning. Audrey sees Alex and Pacey together. Audrey runs away. Pacey catches up with her. They argue and Audrey walks away.

Pacey returns. Alex is still there. Alex and Pacey make out. Alex stops it before things got too hot. She say that knowing that they can was enough ... anything more would be inappropriate. Eric said that he's helping Jack because Jack helped him. Dawson and Amy part. They will remain friends. Pacey calls Audrey. Audrey lets the answering machine pick up. Dawson brings Joey a drink at the study hall.

Wilder gives Joey an advance copy of the Worthington Literary Review. Joey's article, "The Kiss", will be published. They hug. Civilization will be closed from 1-4. They're having a lunch for investors and if anything goes wrong, it'll be Alex's ass and their jobs. Alex tells Pacey to behave or she'll make a living hell for him. Oliver apologizes to Dawson. Dawson got an offer from the agent to go to L.A. to do some work. He invites Oliver along. Jen and Jack make plans for a summer adventure. Joey packs up and leaves her dorm room.

Alex fires Marie for a dirty fork. Joey wants to go see Dad. She asks Dawson to hang out with Audrey so she can go. Jack and Jen decide on Costa Rica. Grams tells them that Jen's parents want Jen to spend the summer with them. While the investors were awaiting the food, there was no food coming. Alex finds out that Pacey had taken all the food to the homeless shelter. He brings back some pizza for the investors. He also orates his displeasure at the working conditions, especially working for Alex. Pacey gets fired. At the prison, Joey finds out that Mike Potter had been released four months ago. The security gives Joey a tip that he's working at a 5 and dime at Centerville.

Dawson and Audrey chat. Dawson tells her that he might be going to L.A. Audrey says that Dawson and Oliver can crash at her place. Jen is trying to figure out if she really wants to spend summer with her parents. Pacey waits for Alex. He wants to know why she is so mean. Alex has no answer. They part. Pacey's engine won't start. Alex said that she can give Pacey a ride to his apartment. Bessie tells Joey to give him (dad) time. Audrey says that Joey must decide if he wants him (Dawson) back in her life. Audrey blurted out that Dawson drove from N.Y. to Florida to see her. Alex drives really fast. She comments that her life is over.

Pacey says that his life is over, too and tells Alex to drive faster so that they can both die. This scares Alex and she comes to a stop after almost having a car accident. Dawson and Joey chat. Joey said that Audrey told her that Dawson had something to tell her. Dawson tells her about maybe going to L.A. This wasn't what Joey was expecting. Pacey and ALex chat sitting on the curb. They hug. Jen turns down her parents. Dawson goes to Mitch's grave site. He says that he still loves Joey. Joey goes to a store parking lot. She leaves the truck and walks towards the building with the "Literary Review" book in hand.

Audrey is saying her goodbyes to Joey before heading back to L.A. Pacey shows up, hastening Audrey's retreat. Pacey is in a Capeside yacht club security uniform. Mom and Dawson chat. She asks Dawson if he had said his goodbyes to Joey yet. Jack tells Jen that he got 4 C's and a D. Dawson, Joey and Audrey go out for dinner. As they were leaving, Audrey says that she wants to check out a CD store. She really wanted to give Dawson and Joey a chance to talk. Joey asks him why he drove all the way to Florida. Dawson didn't want to say, but Joey said that it was OK. He told her that he came to Florida to say, "I love you", but when he got there, Joey had moved on. He apparently saw the light after looking at Joey's book of sketches for Lily. Dawson tries to kiss Joey and Joey stops him. She says that she can't do this.

Dawson puts a letter in Joey's mailbox. Dawson comes in a taxi to pick up Audrey who was at Joey's. Joey tells Dawson to have a great summer. Pacey finds a boat playing loud music. It was Brecher with a girl. Brecher tells Pacey that in 15 years, Pacey will be just like him. They were cut from the same cloth. Jen and Jack are stuck at the airport. Their flight has been delayed. Jack bumps into Eric. Eric tried to tell his parents (about him being gay) but couldn't so he is returning. He seemed all beat up about this. Joey wants Bess to give her the truck so that she can go to work at the yacht club. Bessie tells Joey to get the mail. She can't ... she's running late.

Dawson bumps into Grams at the airport gift shop. Grams and her guy friend are going to Las Vegas. Bessie brings Joey the letter. Dawson and Jen chat. Dawson tells Jen to go see her parents. Jen says, "No". Jack wants to help Eric deal with his problem. At the mag stand, Dawson meets the annoying director who fired him. he tells him to give him a call once he's in L.A. Maybe, he'll look at one of Dawson's movies. Joey reads the letter. Pacey shows up. Joey says that she has fallen victim to the Capeside disease (being stuck there). Joey says that they're both going to the airport.

Joey stands in line to buy a ticket. Apparently, you have to have a ticket to get into the waiting area. The P.A. system announces: "Audrey Liddell, please pick up the phone." It was Pacey and he told her to meet her downstairs. Audrey thought that was a lame plea and hung up. Pacey goes on the airport P.A. and begs for forgiveness. Joey buys a refundable ticket for Paris. Audrey finds Pacey. Audrey and Pacey make up. They will be driving together to California. Jen meets the filmmaker on the plane. Jen slams his movie as well. Jack and Eric are seen having a laugh over coffee. Lily says, "Dada", as she passes a picture of Mitch. Grams and her friend board the plane for Las Vegas. A squeamish blonde sits by Dawson on the plane. Joey gets a refund on her ticket. The seller says that "Paris is nice at this time of year." We leave with a closeup of Joey's face with a smile on it. I guess the cliffhanger is whether Joey goes to Paris or not.