Written by Nicole Ranadive
Directed by Robert Duncan McNeill

Special guest stars

Sherilyn Fenn as Alex Pearl
Busy Philipps as Audrey Liddle
Chad Michael Murray as Charlie

Guest starring

Jordan Bridges as Oliver Chirchick
Jack Plotnick as Andrew Waller

Co-starring

Feel Love Fury as the band

Featured music

"Why You Want It" by Swivelbox (opening song)
"Sometimes" by August Sky (Audrey & Pacey return to the restaurant)
"Somehow, Someway" by Ryan Adams (Charlie tells Joey school is important)
"I Wanna Be Sedated" by Feel Love Fury (the band on stage)
"Dirtstar" by Schnockered (after the band's last song)
"I Hesitate" by Nick Nolan (Joey & Charlie break up)
"Long Livin' Life" by Eric Saulnier (Dawson waits for the agent)
"I Want You To Want Me" by Chad Murray w/ Feel Love Fury (Charlie sings outside Joey's room)
"Hands Clean" by Alanis Morissette (Charlie says goodbye to Joey)
"Tell Me" by Randi Driscoll (ending song)