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.

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.

Pacey leads a revolt against Alex at Civilization. Dawson, Joey, and Audrey return to Capeside, leaving Audrey to wonder about their pasts. Joey decides to see her father for the first time since his latest incarceration, while Dawson finally pays a visit to his father's grave. Jack and Jen wonder how they'll spend the summer.