Lifelong friends Dawson, Joey and Pacey put past grudges behind them in the wake of the tragic death of one of their fathers. Along with Jack, Jen and Grams, each tries to find the words and actions to comfort their friend.

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.

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.

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.

Pacey learns he has lost Dawson's money in the stock market. Back at school, Eddie surprises Joey with a trip to Europe for the summer, but a fiery conversation about how differently they live their lives leaves both of them questioning their future together.