Written by Tom Kapinos & Jonathan Kasdan
Directed by Les Sheldon

Special guest stars

Busy Philipps as Audrey Liddle
Chad Michael Murray as Charlie Todd

Guest starring

Jordan Bridges as Oliver Chirchick
Meredith Salenger as Amy Lloyd

Co-starring

Afemo Omilami as Clifton Smalls
Denny Zartman as film geek
Jonathan Kasdan as gawky-looking kid

Featured music

"SOS" by Nick Nolan (Audrey & Pacey compare numbers)
"Johnny 9" by Zac Maloy (Jen & Joey get some air)
"Why" by Donatella (before Dawson's kiss)