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.

After agreeing to pose as Pacey's sister at a business party, Joey demands to be taken home. When Pacey makes a quick stop at a local K-Mart they are accidentally locked inside the store. They're forced to spend the night there and talk about their friendship and relationship, both past and future. After the night is over they are both left to ponder what the future has in store for them.

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.