Written by Tom Kapinos
Directed by Greg Prange

Starring

James Van Der Beek
Katie Holmes
Michelle Williams
Joshua Jackson
Kerr Smith
Mary Beth Peil

Special guest stars

Ken Marino as Professor David Wilder
Busy Philipps as Audrey Liddle
Chad Michael Murray as Charlie Todd

Guest starring

Hal Ozsan as Todd
Nicole Bilderback as pushy movie exec
Alan Fudge
Ned Brower as Elliot Sawyer

Co-starring

Sally Hedrick as weakest girl
Rand Courtney as Farley
Brianne Davis as hot assistant
Colter Allison as writing snob
Corie Berkemeyer as sensitive girl
John Driscoll as Blossom
Matthew Smith as P.R.
Feel Love Fury as the band

Featured music

"Daydream Believer" by Mary Beth (first song)
"These Days" by Jennifer Paige (Joey jogging)
"Suckerman" by Bahu-Rang (Jack & Jen get invited to the party)
"Easy On Me" by Arson Welles (girls waiting to see Prof. Wilder)
"Superstar" by Trickside (Dawson arrives at movie studio)
"Hash Pipe" by Weezer (Audrey blasting music)
"Goodbye" by Wellville (Jack & Jen met Audrey)
"I Ran" by Feel Love Fury (Audrey sings with the band)
"Leadbelly" by Feel Love Fury(Jen shoots down frat guy)
"Seductive Sexy" by Feel Love Fury (Joey finally opens up to Audrey)
"194" by Feel Love Fury (Joey talking to Dawson's answering machine)
"Psyche" by Love Spirals Down (Jen meets Charlie)
"Strange Imagination" by Bahu-Rang (Dawson leaves movie studio)
"Thistle" by Breech (Joey walks back to her room just before Dawson shows up)