Written by Allison Robinson & Joshua Krist
Directed by Jason Moore

Special guest stars

Busy Philipps as Audrey Liddle
Lourdes Benedicto as Karen Torres
Chad Michael Murray as Charlie Todd
Ian Kahn as Danny Brecher

Guest starring

Andrea Pearson as Nora
Brenda Strong as Kay Liddle

Co-starring

Jonathan Parks Jordan as Moskowitz
Bourke Floyd as Brady
Ronn Carroll as doctor
Rebekah D. Hofmann as secretary

Featured music

"Funky Young Flower" by Lizzie (Audrey cleaning)
"This Side Of Screen" by Ides Of Space (Dawson walking down the stairs of his house)
"Who Got The Meaning" by The Elms (Pacey & Karen at the restaurant)
"I Believe" by Little Red Rocket (Audrey's mother arrives)
"Top Heavy" by The Gentlemen (Dawson and Jack chug)
"Empty" by Tait (Dawson doesn't answer the phone)
"Grace" by Lure (Charlie's 2 girls confront him)
"12 O'Clock Fever" by Jane Fontana (Charlie strips)
"Wash My Hands" by Arson Welles (by Pacey's boat at the party)
"I Remember" by Sabrina Judge (Joey walks Dawson to the train)