Written by Anna Fricke
Directed by Sanford Bookstaver

Special guest stars

Busy Philipps as Audrey Liddle
Chad Michael Murray as Charlie Todd
Mary-Margaret Humes as Gale Leery

Co-starring

Scott Stevens as Nathan
Feel Love Fury as the band

Featured music

"Shame" by Glen Echo (opening song)
"Do It Tonight" by Lava Baby (Pacey & Audrey making out in Audrey's room)
"Like I Do" by Stickman Jones (everyone arrives for Lily's party)
"My Brother's Wife" by Scratcher (driving to the gig)
"Falling For You" by Student Rick (Charlie tells Pacey to go faster)
"Crazy" by C60 (everyone arrives at the bar)
"Jessie's Girl" by Katie Holmes/Feel Love Fury (Joey's first song)
"This Way" by Jewel (Dawson opens Joey's gift to Lily)
"I Ran" by Katie Holmes/Feel Love Fury (Joey's second song)
"I Hate Myself For Loving You" by Katie Holmes/Feel Love Fury (Joey and Charlie singing)
"Rome" by Luke Bronin (Charlie and Joey at the pool)
"She Just Is" by Blair Packham (Pacey & Audrey in hotel room)
"Ready for Love" by India.Arie (ending song)