Written by Jeffrey Stepakoff
Directed by Michael Lange

Special guest stars

Ken Marino as Professor David Wilder
Busy Philipps as Audrey Liddle
Chad Michael Murray as Charlie Todd
Nina Repeta as Bessie Potter
Ian Kahn as Danny Brecher
Mary-Margaret Humes as Gale Leery

Co-starring

Andrew Hamrick as cute guy (Tom)
Feel Love Fury as the band

Featured music

"Spit It Out" by Cara Jones (Dawson and Jen driving to Capeside)
"Girl Daredevil" by Bomb Pops (Joey and Pacey driving to Boston)
"Double Dutch" by Iffy (Pacey and Joey get to Joey's room)
"DWWYU" by Linda M. (Joey checks her grades)
"Jessie's Girl" by Feel Love Fury (Joey tells Audrey about the hug)
"What the Hell" by Feel Love Fury (the girls see Charlie on stage)
"Son of a Preacher Man" by Busy Philipps & Feel Love Fury (Audrey sings)
"Right Place" by Lava Baby (Charlie hits on Joey)
"In My Room" by Moxie (Audrey and Pacey playing pool)
"Devoted" by Julie Plug (Charlie hits on Joey again)
"I Want You to Want Me" by Katie Holmes & Feel Love Fury (Joey sings)
"Lure and Cast" by Rebecca Gates (Jen accepts Dawson's apology)
"Sins" by Glen Echo (end of the night at the club)
"Shadows" by Our Man Paul (Dawson & Jen in bed)
"Taxi" by Red Chord (Charlie tries to get Joey on his bike)