Written by Tom Kapinos
Directed by Robert Duncan McNeill

Special guest stars

John Wesley Shipp as Mitch Leery
Nina Repeta as Bessie Potter
Busy Philipps as Audrey Liddle
Mary-Margaret Humes as Gale Leery

Guest starring

Jodi Thelan as Susan

Co-starring

Benjamin Scott Shelfer as funeral director
Terrence Currier as Mr. Brennan
Lia C. Long as young couple
Michael J. Long as young couple

Featured music

"Down Here" by Lori Carson (opening song)
"Ghost" by Eastmountainsouth (funeral)
"Ruth Marie" by Mark Kozelek (Joey joins Dawson on the dock)
"Fallen Angel" by Michaela Foster Marsh (everyone leaves, Dawson lying on his bed)
"Fire and Rain" by James Taylor (ending song)