Written by Karin Lewicki
Directed by Marita Grabiak

Special guest stars

Ken Marino as Professor David Wilder
Busy Philipps as Audrey Liddle
Lourdes Benedicto as Karen Torres
Ian Kahn as Danny Brecher
Mary-Margaret Humes as Gale Leery

Guest starring

Pauley Perrette as Dr. Rachel Weir
Gwendolyn Whiteside as Cassandra

Co-starring

Pam Hurley as Emily Brecher
Chris Childers as geeky freshman
Gavin Gregory as Mike
Jason B. Horgan as Alan
Corie Berkemeyer as Whitney
Robert Longstreet as Mr. Brezky
Daniel Richani as cook

Featured music

"After All" by The Rosenbergs (Audrey walks in on Joey studying)
"EZ" by Pete Yorn (Dawson looking for Mitch's codicil)
"Ghost" by Howie Day (Karen apologizes to Pacey)
"Fall from the Night" by Gran Torino (Danny & Karen dance)
"Mess Around" by Vanessa Daou (Pacey asks Karen to dance)
"Nightswimming" by R.E.M. (the song Jen dedicates to Dawson)