Written by Gina Fattore
Directed by Keith Samples

Special guest stars

Ken Marino as Professor David Wilder
Busy Philipps as Audrey Liddle

Guest starring

Drew Wood as Steve
Nick Cornish as Wynn

Co-starring

Amy Wray as female colleague
Michael Kroeker as bar patron (Jeff)

Featured music

"Into Thin Air" by Trickside (Dawson tells Jen he's taking Joey to a movie, Pacey comes over to Audrey's)
"SOS" by Nick Nolan (Audrey and Jen lost backstage)
"Every Song on the Radio" by Pillbox (Pacey realizes he's at a gay bar)
"Beerball" by Schnockered (Steve thinks Donovan is due for a revival)
"And She Flies" by Swivelbox (Audrey finds out her musician has a girlfriend)
"Hey, Hey" by The Elms (Pacey talking to a guy at the bar)
"Bigger Than Ourselves" by Wideawake (Audrey talks about Joey getting mugged, Jen's musician is interested)
"I Want All of You" by The Verve Pipe (Pacey and Jack at the bar, Pacey goes to meet Audrey)