Pacey offers to cook for the gang on their weekly dinner (an event they always plan on doing but always fail to). Jen and Dawson return early and decide to keep what happened between them, but they are caught by everyone making out at the door. The dinner goes on in a very awkward way for everyone as Audrey and Dawson worry about Joey. But surprisingly she seems to be fine with it. Charlie also drops by, causing some tension for Dawson. At the end, they all decide that keeping their long lasting friendships is more important than having a weekly dinner, and Joey confesses to Pacey how she really feels about the whole Dawson-Jen thing.

Charlie asks Joey to sing with his band at a distant club, which requires Pacey to give them a ride. Pacey and Charlie hate each other, and it takes a patient Audrey to keep them from going at each other's throats. Joey is nervous and isn't well received by the audience, until Charlie helps her with a duet. Still, he doesn't give up putting his moves on her. Audrey and Pacey, on the other hand, seem to be more and more in synchrony. Meanwhile, Dawson, Jen, Jack and Grams drive up to Capeside for Lily's 1st birthday, and Dawson finds out his mother has a significant other. Meanwhile, Jen confesses to Jack that she wants to break up with Dawson, while he is conflicted with the possibility of loving Joey again.

Joey's worst nightmare comes true when she accidentally sends a very personal e-mail she wrote for Dawson to the entire student body. The next morning, Joey's e-mail is the topic of virtually all campus discussions when Professor Hetson decides to debate it with his students. Meanwhile, Jack makes an attempt to get to know his cultural professor, Mark Freeman, who pays no attention to Jack, a little better. Pacey, while struggling to survive the first days on his new job, closes a very important deal for the firm, which his wheeling-dealing mentor Rich Rinaldi takes full credit for. Eddie, a student in Joey's reading class, whom also works as the bartender at Helle's Kitchen, persuades Joey to confront any challenge that Hetson throws and not show any weakness since Hetson thrives on it.

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.

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.

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.

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.

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.