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.

Joey follows Eddie to his family home where they face up to their true emotions and the obstacles they must overcome to be together. Back in Boston, Pacey is invited to an exclusive party where he receives a promotion and is recruited to be part of a special project but is tipped off that the project maybe not be ethical. Audrey returns from Los Angeles and is welcomed back into the band, but blows her chances by getting drunk just before taking the stage. (The WB)

Professor Heston orders Joey to baby-sit for Harley to make sure she does her homework. But Joey ends up serving as relationship counselor when she finds Harley's boyfriend, Patrick, hiding in the house and he starts to drool over Joey. Meanwhile, Dawson pays a visit to his past when he's asked to speak on Mr. Gold's class at Capeside High about how it is to be working in L.A. Dawson has a student, named George, show him his movie in which he realizes that he's moved on from the teenager he once was. Pacey also returns to Capeside when his father is admitted to the hospital after suffering a heart attack where Pacey has an argument with his brother, Doug, about the way Pacey's been treating the family by shutting them out.

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)

When Dawson gives up his dream of making his film, a strong-minded Joey rallies the old group back to Capeside to help Dawson begin production before pursuing her dream of traveling to Paris. Jen, Jack and Grams must say their goodbyes and leave for New York.