Dawson debates whether to confide in Joey about her father's drug dealings. Sheriff Witter suspects Mr. Potter's return to illegal activities and stakes out the Icehouse. A rival of Mr. Potter sets the restaurant ablaze while the gang studies inside, heightening Dawson's distress. Gail plans to accept a job offer in Philadelphia, prompting Mitch to move back to oversee Dawson. Pacey struggles with depression after Andie's departure, leading to a confrontation with his father. Sheriff Witter realizes his shortcomings as a father through Pacey's turmoil. Concerned for Jen's well-being, Jack reconciles with her and Grams, leading to a change in living arrangements. Dawson's parents urge him to go to the police about Mr. Potter, but he confides in Joey instead. Joey assists in Mr. Potter's arrest but harbors resentment towards Dawson for his involvement, ending their relationship once again.

Dawson returns from spending the summer in Philadelphia with his mother, and on the journey home meets a beautiful blonde girl, Eve (Brittany Daniel), who takes a liking to him. He hasn't spoken to Joey all summer. Jen gets an unexpected offer after she stands up to the school's popular crowd. Mitch becomes the new coach of the high school football team, and leaves for a coaching conference. Eve shows very clear interest in Dawson, and he takes her out on Mitch's motorboat with the intent of impressing her; it works, but during a moment of distraction (which is implied to have involved fellatio), he crashes the boat into the docks. Eve, it transpires, is a stripper, and Pacey, who is trying to distract himself while waiting for Andie's return, hatches a plan to host a house party with her co-workers at the Leery residence to raise repair money. Joey takes that moment to return to Dawson's life. She offers herself to Dawson, but he rejects her.

Dawson grapples with whether to disclose Eve's truth to Jen, who has already left town. Meanwhile, his mother's return to Capeside sparks curiosity. Jen reluctantly agrees to participate in a homecoming event, persuaded by Henry, who later asks her to be his date. However, Jen rejects his advances, causing tension between them. Dawson accompanies his mother, a former homecoming queen, to the event and discovers her career struggles. Andie reaches out to Joey in distress at a party with Rob, claiming he's crossed a line. Joey and Pacey rescue her, leading to a night spent on Pacey's boat, where Andie misinterprets their relationship. In the morning, Pacey clarifies their status, prompting Andie's disappointment. Rob denies making advances towards Joey, leading to tension between them. Andie accuses Joey of sabotaging her reunion with Pacey but later realizes Joey's innocence, fostering a bond between them.

In an effort to add excitement to a dull school project, Dawson decides to make a documentary, enlisting the help of Joey, Pacey and Jen. The group head to a small island near Capeside, rumoured to be haunted by the ghosts of thirteen girls killed in the 17th century after being accused of witchcraft. Joey finds similarities between her own life and that of one of the dead girls, which provokes some deep reflections on her strained relationship with Dawson. After some exploratory conversations, Jen and Pacey make the decision to become friends with benefits. Back at school, Andie gets a little too involved with her role as head of the school disciplinary committee. When Dawson screens his documentary for his class, Joey is forced to again question her opinions about love and happiness.

Dawson, Joey, Jack, and Andie embark on a weekend trip to a Boston university to explore college life. Dawson faces criticism for his documentary at a student film festival, while Joey forms a connection with English major and Teaching Assistant A.J. Moller. Andie seeks advice for an advanced admissions interview and finds inspiration from an unexpected source, while Jack explores the local gay community and bonds with a returning Capeside resident, Ethan Brody. The weekend ends with the promise of new romances: Joey gives her number to A.J., Jack connects with Ethan, and Dawson encounters another filmmaker, Nikki Green, who happens to be his principal's daughter.

Joey is selected to paint a mural at school, but it gets vandalized, leading to Pacey taking matters into his own hands and facing consequences. Matt Caulfield is expelled after being identified as the culprit. Andie achieves top scores on her PSAT but feels guilty for cheating and confesses to Principal Green. Pacey's home becomes crowded with his sister and her children, prompting him to consider moving in with Doug. Pacey and Joey's bond strengthens as Dawson inadvertently tests Pacey's genuine care for her.

Jen and Henry go through a bumpy time when she is consumed with jealousy over his friendship with waitress Shelley (Sarah Lancaster) at Gail's restaurant. Dawson, Joey, Andie, Pacey and Will Krudski (Rodney Scott), a childhood friend of the gang who has remained close with Pacey (Will appears in two subsequent episodes as an introductory character for Young Americans, a backdoor pilot and spin-off for Dawson's Creek),^[59] head to the house of Dawson's Aunt Gwen (Julie Bowen) to spend their school holiday away from Capeside. The trip is filled with tension as Joey and Pacey attempt to fight their feelings. Andie and Will appear to have a connection, and Dawson tries to bond again with Joey, who is preoccupied by her feelings for Pacey. Encouraged by Dawson's aunt, the friends have a karaoke contest. Pacey kisses Joey again and informs her that she must make the next move. At the end of the episode, Joey initiates a kiss with Pacey.

The day Pacey and Joey's relationship goes public is played out four times, each time revealing a little more of what happened, a structure inspired by the film Go. Each repetition stars a different character:

• As Pacey christens True Love, he promises Joey that he will tell Dawson the truth about their burgeoning relationship. He encounters Andie and Will at the library, where Will asks advice on asking Andie out on a date. As Pacey goes up the steps to Dawson's house, Joey intercepts him to stop him, and the two get into an argument until Dawson hears them and emerges with questions.
• As Joey hesitates over what to tell Dawson, she admits the entire affair to Jen. She thinks twice when Andie admits Will has asked her out, but Andie cannot agree due to her rekindled feelings for Pacey. Dawson asks Joey to join her for a movie night; she finds him watching The Last Picture Show, the film he and Joey watched on their first date, concerning unrequited love tearing apart three friends. Unnerved by Dawson's oblivious commentary, she intercepts Pacey outside Dawson's house, and the two get into an argument until Dawson hears them and emerges with questions. Dawson reveals that he already knows what they're about to tell him.
• As Dawson hands Pacey a bottle of champagne with which to christen his boat, he fails to notice the tension between Pacey and Joey. At the library, Will asks for advice on staging first dates. He goes to talk to Jen, and she drops the bombshell about Pacey and Joey's secret relationship -- believing, incorrectly, that Dawson has already learned of the situation and needs a shoulder to cry on. He returns home and Joey drops in as he watches The Last Picture Show, and his description of the film -- which Joey perceived as oblivious commentary -- is revealed to be pointed derision. When Joey and Pacey get into an argument, Dawson emerges and castigates them for their betrayal.
• As Jen hangs out with Henry, Dawson interrupts and she accidentally reveals the situation. Henry seems oblivious to the emotional turmoil she has caused, and they fight. Meanwhile, Will and Andie have their first date, but it ends when they stumble upon the argument outside Dawson's house. Andie upbraids Pacey for falling for Joey, who she claims is unavailable due to her allegiance to Dawson.

As the looping perspectives end, Dawson gives Joey an ultimatum: if she continues her relationship with Pacey, she will be subsequently ending their friendship. Joey is brokenhearted at losing one of them, but reluctantly ends things with Pacey.

While Andie is recovering from her near-fatal overdose at the party, Jack blames Jen for the whole incident and refuses to talk to her. Jen blames Drue for her life falling apart when he turns Grams and the whole town against her by telling everyone that they intentionally gave Andie the drugs. After Andie comes home from the hospital, her father offers her the chance to spend the rest of the school year in Italy with a relative, telling her that she has more than enough credits to graduate. Andie decides to go and plans a goodbye dinner with the whole gang. She tells them how important life is and not to waste valuable time with useless bickering. Jack and Jen get things straight and Andie tricks Dawson and Pacey into playing nice with each other, resulting in the last photograph of the six main characters together as friends.

The senior prank at Capeside High involves Principal Peskin's sailboat in the school swimming pool with 'Class of 2001' painted on the sail. Dawson, Pacey, and Jack are suspected due to their connections, but their alibis check out. Jack teaches soccer, Dawson cleans Mr. Brooks' house, and Pacey assists Doug on a ride-along. Peskin blames Drue for organizing the prank and suspends him. Mitch tells Joey to congratulate "the boys," prompting Dawson to admit they could have orchestrated the prank and framed Drue. He later works with Pacey to cover their tracks.

Dawson seeks advice from Mr. Brooks, a former movie director, for his USC film school application essay. Meanwhile, Joey takes Pacey to a dinner at Worthington College, missing the Leery Christmas party. Gretchen convinces Gail and Mitch to host the party. Jack learns Jen hasn't applied to any colleges and, with Grams, submits applications for her. Joey is concerned about Pacey fitting in at the dinner but realizes he's helping her network. At the party, Mr. Brooks shares his past and encourages Dawson and Gretchen to kiss under mistletoe, witnessed by Joey and Pacey.

Joey can't find a moment alone to study or deal with her feelings concerning Dawson kissing Gretchen. Dawson's collaboration with Brooks -- a documentary of the director's life -- begins, rejuvenating his filmmaking spirit. Jen takes Jack to a "Gay-Straight Teen Coalition" meeting, but she seems to fit in with the crowd more than Jack does: Jack is uncomfortable being reduced merely to a stereotype. This results in conflict with the coalition's leader, Tobey (David Monahan), who seems intent on doing just that -- though the stereotype of Jack's he's most wary of is "jock." Finally, Dawson approaches Gretchen about their kiss during the party, and is disappointed when Gretchen dismisses as merely the spirit of the moment.

Dawson confesses his crush on Gretchen to Pacey, who disapproves. When Pacey and Gretchen go on a road trip to retrieve her car from her ex-boyfriend, Nick (Christian Kane), Pacey tries to reunite them but soon realizes Nick's true colors. Meanwhile, Joey gets locked in the Yacht Club's basement with Drue, who fakes an accident to avoid seeing his father for child support. Dawson worries about Grams getting hurt when she learns Mr. Brooks is terminally ill, but Grams reveals she already knows. Influenced by Jack and Mr. Brooks, Dawson decides to pursue Gretchen. With Pacey's approval, Gretchen reciprocates Dawson's feelings, and they share a kiss upon her return.

Joey helps organize a surprise 18th birthday party for Pacey, unaware of his "birthday curse." The party turns sour when Pacey's family humiliates him and he admits to receiving no college acceptances. Dawson becomes upset when he feels Gretchen is hiding their relationship, but he convinces her to live in the moment. Jen suspects Toby's romantic feelings for Jack. Pacey's father apologizes, encouraging him to find his own path.

As the senior trip approaches, Joey and Pacey agree to double-date with Drue and Anna (Sabine Singh) so Joey can get time off work. They help Drue navigate his feelings for Anna, despite his self-centeredness. Meanwhile, Dawson grapples with the age gap between him and Gretchen's college friends. Jack receives attention from Toby, who has romantic intentions, but Jack declines. Pacey and Joey confront their own relationship dynamics, with Joey admitting fear is holding her back. Lastly, Dawson discovers Mr. Brooks refusing his cancer medications, opting to go out on his own terms.

As Mr. Brooks's condition worsens, Dawson remains in Capeside, skipping the senior ski trip. Joey and Pacey confront their celibacy when Drue and Anna challenge them. Jack and Jen's plans change when Jen sprains her ankle, leading to a drunken heart-to-heart where they almost kiss. Dawson grapples with the decision of whether to honor Mr. Brooks's wishes to let him go. In the end, Dawson decides to fulfill Mr. Brooks's wishes. Meanwhile, Pacey opens up to Anna but rejects her advances, and Joey and Pacey finally consummate their relationship.

The episode deals with four different vignettes.

• "About Last Night": Pacey and Joey talk discuss their feelings the morning after they had sex (in private -- Drue tricked the bus into leaving without them), and Joey convinces Pacey that, though his performance was not perfect, she will always look fondly on her chance to have her first time with a man she loves. (She also, she admits, can't wait to do it again.)
• "The Big Picture": Dawson, with the help of Gretchen and Grams, struggles with the death of Mr. Brooks, particularly the nihilistic realization that only five people came to his funeral -- and that, had Dawson not "borrowed" his boat the previous fall, none of those five would have been present. He is surprised to discover he has been named in Mr. Brooks' will, becoming the beneficiary of a sum of money sufficient to pay for college tuition.
• "Excess Baggage": As punishment for breaking into the mini-bar, Mr. Kasdan decides to send Jen to a psychologist, Dr. Tom Frost (Rob Nagle), where she can discuss her issues. Despite initial frostiness, she decides to take advantage of the opportunity and begins to discuss her feelings of parental abandonment, unhealthy relationship with drugs and alcohol, and the fact that she's fallen in love with a gay man who can never fully return her affections -- all part, or so Dr. Frost claims, of her coping mechanisms.
• "Seems Like Old Times": Joey and Dawson happen to run into each other, and they spend an evening catching up on the past weekend and its many happenings. Dawson asks if Joey retains her virginity, and Joey -- who, when she and Pacey returned from their summer on True Love, admitted that she could never lie to Dawson about this topic -- claims that she does.

Absent: Meredith Monroe

Secrets spiral out of control as Pacey begs Gretchen to find somewhere to overnight, so that he and Joey can have the place to themselves. As it turns out, the Leerys will be out of town, and Gretchen makes herself comfortable with Dawson; but, as they discuss the overnight supplies she brought, she learns that Joey lied about her virginity and excuses herself. She confronts Joey and advises her to come clean. Meanwhile, Jen confronts her trust issues... a discovery she makes about herself when she finds herself enlisting Jack to help her stalk Dr. Frost, whom she knows nothing about.

Joey and Dawson receive contrasting news at the principal's office: Dawson is rejected by NYU, while Joey is accepted to Worthington but faces financial struggles. Despite Bessie's celebration, Joey's joy turns to despair when she realizes she can't afford tuition. Meanwhile, Jen and Jack discuss their college plans, with Jack wanting to stay in New York City, but Jen hesitant to return home. Jen begins exploring the root of her estrangement from her father with Dr. Frost's help. Dawson offers Joey financial assistance from Mr. Brooks's inheritance, leading to a heartfelt conversation where Joey confesses her relationship with Pacey. Despite his initial shock, Dawson reaffirms their friendship and supports her financially. However, Pacey worries about Joey's future and his place in it.

As Senior Ditch Day arrives, Joey is excited to find herself accompanying Jen on an excursion to NYC under the guise of attending a college meeting. It isn't long before Joey sees that they are there for an entirely different reason: Jen is here to confront her father Theodore (Don McManus). She reveals the source of her trauma: witnessing him in bed with a girl his daughter's age. Having confronted this event and its effects on her life, she ends her sessions with Dr. Frost. Meanwhile, Gretchen and Dawson take off on a road trip, but develop a flat tire and cannot pay the nearest mechanic (Pat Hingle) for its repair. They spend the night on the beach, and tell each other they love each other, but hold back from consummating their relationship as Gretchen sees Dawson is trying to prove something rather than making a genuine expression. Back in Capeside, Drue tries to bond with Pacey over being the only seniors in school (which isn't true, as Pacey is technically repeating junior year). Drue sneaks them into a bar with fake IDs, but they are arrested for public drunkenness. Doug comes to fish them out, and Pacey lashes out at him for his censure, pointing out that if he is not allowed to enjoy what little of life remains to him -- specifically, public drunkenness -- he will have nothing left.

As Gail's due date approaches, the women in her life throw her a baby shower where they suggest names for the baby. Joey becomes uneasy as she recalls her own birth story, feeling unsettled when her period is late. With support from Gretchen and Bessie, she takes a pregnancy test, which turns out negative. Meanwhile, Dawson grapples with the possibility of his relationship with Gretchen ending due to their upcoming long-distance moves. Jack supports Tobey after he is gay-bashed, encouraging him to report the crime despite his shame. Finally, Gail gives birth after a long and difficult labor, naming the baby Lillian.

Senior Prom causes every relationship to implode. Pacey has returned, but Joey is concerned about his lack of interest in anything remotely sexual (she did not tell him about the pregnancy scare). Jen lies to Tobey that Jack wants to ask him to prom but is too shy, leading Tobey to call Jack with a spontaneous Yes; Jack thanks her, but warns that turnabout is fair play, and Drue arrives to make the same speech to Jen. Pacey sets out to make Joey's prom special, but does poorly with both corsage and limousine arrangements. As prom arrives and the four couples (Dawson and Gretchen, Joey and Pacey, Jen and Drue, Jack and Tobey) depart from the Leery home, Drue learns that Jen has secreted numerous miniatures in her purse; as prom progresses, it becomes clear that she is having enormous trouble confronting the idea of returning to New York, and Drue must save her from falling into the ocean in a drunken stupor. Confronted, Jack admits that his claims of platonic feelings towards Tobey were a lie; while his own closeted nature clashed with Tobey's confident outness, Jack has come to appreciate it, and the two kiss. Gretchen, who can legally buy alcohol, feels utterly out of place at a high-school prom, and breaks up with Dawson, realizing she needs to move on with her life. Finally, Pacey confronts Joey about his failures with the corsage and limousine, and how Joey has been utterly patient and uncritical; he admits that he needs her to be critical, needs her to expect more of him, and that he cannot continue to feel like a charity project. The night ends with the four couples heading home in the tawdry limousine, eschewing the afterparty to work on their own issues.

The school year draws to a close, and changes are abound for the class of 2001. While Joey and Dawson deal with their respective break-ups, Jen learns that Grams is selling her house to put Jen through college and planning to move to a poorly-run retirement community. Dawson learns that Gretchen plans to return to school after a brief summer road trip. He offers to come with her so that he can face the rest of his life with no regrets, and she agrees. Mr. Kubelik, the alumni rep from Worthington, asks Joey to bring Pacey with her to a party for incoming freshman, as he and the dean of admissions have an offer for Pacey. The erstwhile couple's hopes that they might be able to have a future together after all are dashed when Pacey learns that Kubelik merely wants to offer him a job as a deckhand on his yacht for the summer. Jen asks Grams to move to Boston with her and Jack, and Grams agrees. Dawson realizes that he is going to miss a great deal of Lilly's youth as he goes off to college, and arrives at Pacey and Gretchen's house to find that she has departed without him, leaving only his yearbook, in which she exhorts him to live the life already before him, and promises that she loves him.

Accepted early to USC, Dawson finds his last night in Capeside has arrived much sooner than everyone had originally anticipated. While Dawson looks forward to spending the evening with Joey, Jack and Jen, Mitch has other ideas: he wants to buy Dawson a Pentium III laptop, despite Dawson's preference for Macs, and help him set it up, hoping to savor the last night of his son's youth. Meanwhile, Dawson is not the only goodbye Jen has to deal with, as she and Grams bid farewell to the house they've lived in for the past four seasons. Pacey, somewhere in the Caribbean, borrows a crewmate's feature phone to make one phone call home: to Dawson, the only person he regrets not saying goodbye to; Dawson tells Pacey how proud he is of his best friend. Finally, Joey attempts to say goodbye to Dawson, but in the process ends up telling him that she wants him to stay. The two of them share a goodbye kiss.

Jen helps Dawson go to the grief counselor (Pauley Perrette) he ran away from the week before. Dawson finds the idea of sharing his thoughts with a complete stranger uncomfortable, but he is surprised with how much he learns from it. Back in Capeside, Dawson and Gail run into problems handling Mitch's will: he never signed an updated version that includes Lily. Meanwhile, Joey helps Professor Wilder's hand-picked team sift through Rose Lazare's letters; they are frank and detailed, leading to the hypothesis that Lazar had a secret lesbian lover. Joey, with the help of Audrey's audition tape for a (fictional) season of The Real World set in Ibiza, realizes that the letters were Lazare's diary entries, writing to herself. Pacey confronts Karen about the risks she is taking by having an affair with Danny; his point is underlined when Danny's wife Elizabeth shows up unannounced at a party hosted by the restaurant and Danny must abandon Karen to keep up appearances.

After watching scary movies, Joey, Pacey and Jack talk about their creepiest experiences and urban legends.

• Joey shares her story of how she was almost attacked by the librarian on Halloween and saved by the creepy man she was running from.
• Jack describes helping to clean the frat house basement and finding a pledge gagged and bound in a closet in what is believed to be a hazing ritual; however, the pledge is implied to be the ghost of a closeted gay man who committed suicide in the 60s.
• Pacey reveals that he was chased by a black car while giving Karen a ride home; after some dodging and driving, they manage to run it off the road, but discover that there was nobody driving the car.
• The fourth story is delivered by Grams, who tells the second-hand tale of a time when Jen, working late at the radio station, managed to accidentally lock herself out.

Absent: James Van Der Beek

Joey, Audrey and Pacey go out to celebrate at a nightclub: Pacey has been promoted to chef, Audrey has been hired as a waitress at Civilization (primarily on her ability to banter with Pacey, which Danny explicitly cites as a selling point), and Joey has achieved a perfect GPA for her first semester at Worthington. Charlie's band is playing, and Charlie hits on Joey, though he gives up when Joey confirms that she knows who he is and what he did to Jen. Audrey tries to convince Joey to have some real fun. This culminates in Joey taking the stage to sing "I Want You To Want Me," and planting a spontaneous kiss on Charlie backstage. Dawson and Jen go back to Capeside to visit Gail and Lilly, where they have their first fight over what Dawson will do with his life. Gail formally releases him from his responsibilities to the Leery household, and all three agree that Dawson should move to Boston, enroll in the Visual Arts College, and live with Jen and Grams.

Directing Oliver's movie is not an easy task. Audrey, playing opposite Oliver, has problems with the star's kissing skills, and Dawson discovers that Oliver is a deficient thespian, leading to a re-casting of Charlie in the role. This puts the film under additional pressure: the final scene must be shot by the end of the day, as the lights are only rented for that long, and Dawson wants to change it as he feels it lacking. Audrey, practicing lines with Pacey, kisses him in a moment of passion; later, she locks herself in the bathroom out of guilt for making a move on her roommate's ex, but Joey, called in by Dawson, gives the two of them her blessing. Joey was called away from Professor Wilder's house, where she has made the decision to quit his writing seminar, thereby allowing them to date. Meanwhile, Jack and Eric bond over the former's coming-out experience, and Eric's body language suggests a regard deeper than friendship; however, Eric then goes to the fraternity's leadership and claims that Jack kissed him without consent. Jack, seeing that he has been pre-judged, quits the fraternity, stopping only to wish Eric clarity and greater self-acceptance. Dawson and Audrey improvise a successful ending in one long take, and Joey heads back to Professor Wilder's house through a snowy, late-night Boston.

Joey, the only member of the starring cast to appear in the episode, stops at an ATM at the eponymous Downtown Crossing shopping district. There, she is held up at gunpoint by a drug dealer and petty criminal (Sam Ball), who demands her mobile phone and drains her bank account; he explains that he needs to get back into the good graces of his estranged wife (who kicked him out for being a drug dealer and petty criminal), asks Joey for advice on how to do so, and demands her coat for use as a gift. As he crosses the street, waving farewell, he is struck by a moving car. Joey retrieves her possessions and, despite the criminal's protests, calls an ambulance; she feels a strange kinship with the man, who -- like her own father Mike -- is a father who turned to blue-collar crime. At the hospital, she takes custody of an abandoned girl, Sammy (Olivia Milo Pence), who was called to the hospital with her mother Grace (Mercedes McNab) because her father is sick. Grace and Joey bond over their turmoils until Grace realizes, to her shame, that her husband is Joey's assailant; wishing her husband good riddance, she packs up and leaves, despite Joey's suggestion that Sammy and her father be given a chance to say goodbye. Finally, she is called in to the mugger's recovery room. He attempts to explain that he is held hostage to his nature, but eventually asks if Joey still loves her father despite all the ways he disappointed her. Joey admits that she does, and the mugger, with peace of mind, succumbs to his injuries. Outside, Joey again runs into Grace and Sammy; she lies to Sammy that her father pushed Joey out of the way of an oncoming vehicle, protecting the memory of their fathers.

Charlie's band lands a deal for a tour. He asks Joey to go with him, but she doesn't want to leave college in the middle of the semester. Charlie then decides to quit the band and stay with her; Joey begins to panic, as she feels like the relationship is moving too fast. She breaks up with him so he can go with his band on tour. Meanwhile, Oliver and Dawson finally get to NY to meet with an agent (Jack Plotnik), but Oliver ruins the meeting with his awkwardness. Dawson smooths it over by remaining behind to beg for another chance. Pacey meets the nasty new manager of Civilization, Alex Pearl (Sherilyn Fenn), who has bought the restaurant from Danny. She promotes Pacey to head chef but fires Audrey. Pacey tries to get Audrey her job back, but all he gets is a kiss from Alex.

Dawson, at the theatre to watch a movie for class, runs into Amy Lloyd, who is fleeing a disastrous date. The two end up having a one-night stand, with Amy declaring she makes judgments about impulsive sexual liaisons partially based on her date's shoes. He admits that he still harbors feelings for Joey. Dawson is stung by Amy's review of his and Oliver's picture, which she called "at times imitative, derivative, and full of unexplored potential," but Amy gives him a copy of a film which she describes the same way: Woody Allen's directorial debut, What's Up, Tiger Lily? Jack attempts to cram an entire semester's worth of advanced calculus into his head in preparation for finals, resorting to a visit back to the frat house to ask for help and/or notes; his ex-brothers turn him down, but Eric smuggles the notes out of the house and lends a hand. Audrey is offered her job back, but suspects romantic tension between Alex and Pacey, and rejects the offer; later, she drops by at Pacey's apartment and discovers him talking with Alex about their kiss. She storms out in anger, leaving the future of their relationship unknown while Pacey struggles with the growing attraction he feels for Alex. All of these people continually intrude on Joey, who is in the Worthington library attempting to study. Dawson arrives the next morning to find her asleep in an armchair. She vents about the constant interruptions preventing her from living her dream... but all Dawson wants to know is whether Joey likes his shoes.

Joey is astonished to learn that Audrey dumped Pacey, and Audrey castigates her for being an absent friend. Performing with Hell's Belles, she gets drunk, despite Eddie's too-little-too-late refusal to serve her more alcohol, and, during an enthusiastic performance of "One Way or Another," trashes the bar. This is an embarrassment to not only Joey but Jen, who had invited C.J. out in an attempt to romance him. C.J., watching Audrey's antics, speculates a deeper depression, and admits that his own experience with alcoholism is why he now refuses to date anymore. Jen, masking her hurt, accepts his rejection... but after she leaves, he crosses the street to sit with Audrey and try to console her. David, who is also at the performance, is left high and dry: Jack invited him on a date, but instead went to a book signing hosted by Professor Freeman, who will be leaving at the end of the semester; Freeman admits that he and his wife have separated, implying that Jack's encouragement of his leaving the closet has had its effect. Finally, Rich Rinaldi invites everyone who passed the Series 7 Exam, including Pacey, to New Orleans to celebrate; there, Pacey hits it off with a beautiful woman, but is shocked to discover she is a call girl whom Rich hired to jolly Pacey out of his post-breakup blues. Pacey is furious and verbally attacks Rich, who proclaims he's just trying to be a friend. Eddie, who earlier criticized Joey for her choices in supporting Audrey, apologizes, and the two agree to go on a real date.

Courtesy of Todd, Dawson gives Jen 10 tickets to a No Doubt concert, reserving the last two, and the backstage passes, for himself and Natasha. Almost everyone brings a date:

• Dawson discovers that his tickets and backstage passes are actually for tomorrow. He, Natasha and Natasha's cleavage attempt to charm their way in, but are ultimately arrested and must be bailed out by Todd. Despite this, Dawson admits to having enjoyed the evening.
• Joey brings Eddie, but discovers she has accidentally left the tickets in her dorm room, an hour's drive away. Eddie also attempts to charm his way backstage -- more successfully, as it turns out that his father works at the arena.
• Jen brings C.J., leading to awkwardness between him and Audrey: she never called him back after their one-night stand. C.J., who is now pursuing Audrey in earnest, inadvertently admits the entire thing to Jen, who criticizes him for attempting to swoop in on her depressed and vulnerable friend.
• When Pacey finds out, he starts a physical scuffle with C.J. His platonic date is Emma, who confronts him over his lingering feelings for Audrey.
• Jack brings David. As the evening breaks up, Jack drives Jen home for moral support and David volunteers to help Audrey; the two bond over how unsuccessful their attempts at dating are: each of them are about to go home with a different girl.

Famed movie star Max Winter (Eddie Cahill) arrives on the set of Wicked Dead to shoot his scenes; Todd is excited for the potential hype around the feature, and Natasha eagerly sequesters herself to rehearse with him. As shooting progresses, she lies to Max that she has no current romantic involvements -- which both Dawson and Todd overhear. Dawson resolves to confront her about it -- especially after catching her in a lie when she claims to have retired after shooting but is actually seen (by Dawson himself) smooching Max outside her hotel room -- but ends up taking Todd's advice and letting it lie. Meanwhile, Joey is trying to cram for Professor Hetson's final at Hell's Kitchen. Eddie offers her the use of his (significantly quieter) studio apartment. She falls asleep, and Eddie gallantly beds down on the floor, and wakes her up at the crack of dawn. Joey admits that she is trying to find a reason not to consummate the relationship, and confesses that she can't find one; the two spend a morning of carnal bliss... only to discover that it's now 11:00am in the morning and Joey is two hours late for her final. She appeals to Hetson for a second chance, but he denies her and outright flunks her; however, things boil over when Heston visits Hell's Kitchen that evening for a meal, and openly taunts both her and Eddie, leading to the latter getting so angry that he punches Heston in full view of witnesses. Eddie is fired for this assault, but Joey thanks him for his behavior saying that Heston deserved it and takes Eddie to a local ice skating rink. Finally, Pacey invites Emma as his date to an office holiday party. He buys her a $300 little black dress, but is astonished when she modifies it to her punk fashion sense (her typical garb involves a lot of safety pins). She and Rich butt heads almost immediately; in the bathroom, Emma learns that the entire party involves a contest, in which Rich will decide whose date is the most attractive and that employee will win $1,000. Emma leaves, frustrated and disappointed, and Pacey apologizes for not telling her the whole story... but not for inviting her, as he legitimately believes her the most attractive woman he knows. The two begin to kiss, interrupted only by Jack (Kerr Smith's only on-screen appearance in the episode), who plops on the sofa between them and turns on the television.

Dawson and Gail invite everyone back to Capeside for Christmas; everyone from Boston attends, with the exception of Jack who is vacationing in Europe with Andie and their father. Pacey arrives with expensive presents, leading Doug to suspect his job is not strictly legal. Natasha attempts to seduce Dawson in his bedroom, but Dawson takes the opportunity to ask about her flirtation with Max Winter, and she admits she slept with him. Joey invites Eddie, but the latter -- who dropped out of college and is currently between jobs -- is flustered by gentle questioning from Mike Potter, who has also come home having been finally released from prison. At the Christmas dinner, a drunk Todd and an even drunker Audrey take a moment to begin airing the group's dirty laundry: Jen's frustration that C.J. is more interested in Audrey than her; Pacey and Dawson's unresolved frustrations over their rivalry over Joey; Dawson and Joey's unresolved frustrations over dating for less than 24 hours; Audrey's own frustration that nobody has noticed her increasing depression and alcoholism. She excuses herself, steals Pacey's new Mercedes, and drives it into the Leerys' living room. Pacey begs Doug to blame the incident on him; Doug, despite his misgivings over letting Audrey's threat to public safety remain unacknowledged, complies. Natasha realizes that Dawson is beginning to take their relationship, which she believed was centered solely around casual sex, seriously, and breaks up with him; Eddie also separates himself from Joey, feeling outclassed. The two are left to mend their fractured relationship.

On a Monday in January, Todd congratulates his cast and crew for completing principal photography on Wicked Dead. The episode takes place over the next four days.

• Tuesday: Todd is confronted by the studio's demands for re-shoots and, despite Dawson's counsel of patience, refuses. Joey, who has not heard from Eddie since Christmas, finds Harley at Hell's Kitchen; she is now living with Hetson due to her divorced mother's work priorities, and has cut classes. Pacey, lunching at a public aquarium near his work, runs into Emma. Jen begins training as a peer counselor under C.J. Jack and David go to get tested for STDs.
• Wednesday: Joey lets Hetson knows about his daughter's delinquency, and he reacts defensively. Dawson arranges a meeting with the studio executives to apologize for Todd's walkout, but inadvertently finds himself hired as director for the reshoots.
• Thursday: Dawson picks up Audrey, who has been partying her life away with her friend Jack Osbourne, from a beach in Malibu. Joey, again escorting Harley, stakes out Eddie's apartment; slipping in, she finds it abandoned: he has left town. Pacey admits his misgivings about his job to Emma, who challenges him to quit his job and watch the daily fish feeding with her.
• Friday: Hetson apologizes to Joey for his earlier hostility and hires her as Harley's babysitter and tutor. Pacey chooses his job, to Emma's disappointment. Jack and David are cleared of STDs and go off to explore the physical side of their relationship. Jen finds success answering her first counseling call. Dawson tracks down Todd and apologizes for stealing his job, but Todd bequeaths it to him officially.

Audrey returns to Boston and begs her friends for a second chance. Likewise, she is able to secure another shot at Hell's Belles, who have a major gig that week; but she relapses almost immediately, getting drunk before the show starts and eventually passing out on stage. Emma then throws Audrey out of the band. Pacey is invited to an exclusive party hosted by Roger Stepavich (Ray Wise) the founder and owner of a top pharmaceutical company called Stepatech Industries where Rich promotes Pasey to be exclusively in charge of the stock brokerage's Stepatech accounts. However, Pacey is tipped off by a mysterious and beautiful woman (Sarah Shahi) that his promotion may presage some sort of fraud. Joey is assigned to clean out Eddie's locker at Hell's Kitchen; it contains a manuscript of short stories, including his parents home address and phone number in Worcester; Harley takes matters into her own hands and engineers a confrontation by lying to Eddie that Joey is pregnant. Eddie refuses a reconciliation, believing his life is going nowhere. To prove him wrong, Joey gives the manuscript to Hetson, who allows that they show promise and attempts to arrange for Eddie to get into a writers' workshop in California. Joey convinces Eddie to take a chance on life instead of hiding at his parents' house. She returns to her dorm room to find Audrey passed out from severe alcohol intoxication; the episode ends as she dials the phone for help.

In Los Angeles, while directing re-shoots on "Wicked Dead", Dawson finds his authority questioned by Heather Tracey and the other producers when Natasha refuses to do a nude scene. As a result, Dawson adopts an aggressive take-no-prisoners attitude, similar to the one that Todd has, to take control of the situation. In Boston, Jen spends her time consoling a dumped Grams, and Jen and C.J. set a lonely Grams up with C.J.'s Uncle Bill (Geoffrey Lewis), who turns out to be quite randy. Joey is unable to say good-bye to Eddie, who was in fact accepted to the writers' workshop and is moving to California; she convinces him to help her take Audrey to a rehab clinic in Los Angeles. The three of them, plus a guy named Bob (Seth Rogen) whom Audrey seduced as a way of avoiding rehab, begin a cross-country drive; they are derailed when Bob and Audrey steal Eddie's car, but they stop at a local bar, where Joey rescues a drunken Audrey from sexual violence. Audrey, having hit rock bottom, allows that she is ready to go into rehab. Finally, Natasha has one last night with Dawson, aroused by his take-charge attitude, and the two bid each other amicable farewells.

After agreeing to go with Pacey to a business party and witnessing him flirt with another girl the whole night, Joey demands to be taken home. When Pacey stops at a local Kmart for condoms, they are accidentally locked inside the store overnight. The two are forced to discuss their past and current relationship: they feel uncomfortable talking about sex with each other, they never discuss their past and they never had closure. In an intimate moment, Joey shaves off his goatee beard; afterwards, Pacey goes in for a kiss, confirming what he confessed when she was drunk the previous episode. As they bed down for the night in camping equipment, Joey admits to a fantasy she had when they summered aboard True Love: being castaways on an idyllic island, living their love away from everyone. They share a bittersweet kiss after her confession and they quietly leave when the store opens in the morning.

Professor Heston asks Joey to baby-sit for Harley to make sure she does her homework; but Joey ends up serving as relationship counselor when she finds Harley's boyfriend, Patrick (Taylor Handley), hiding in the house. Patrick starts to drool over Joey which makes Harley jealous. Meanwhile, Dawson pays a visit to his past when he's asked to speak to Mr. Gold's class at Capeside High about how it is to be working in L.A. One of the students, George (Lukas Behnken), asks Dawson to watch his film, leading Dawson to realize that he's moved on from the teenager he once was. Pacey also returns to Capeside when his father is admitted to the hospital after suffering a heart attack. Pacey has an argument with his brother, Doug, about the way Pacey's been treating the family by shutting them out. He ends up at Dawson's house to check on the repairs after Audrey's incident over Christmas, and Dawson invites him in to renew their friendship.

Joey, on spring break for the next two weeks, accepts Rich's offer to be Pacey's temporary secretary, but shows a complete lack of professionalism. This is exacerbated when a local newspaper reporter, named Sadia Shaw, arrives to interview Pacey, and he recognizes her as the attractive woman from the Stepatech party five episodes ago. Their mutual jealousy ends the only way it can: with a tryst in Pacey's office. Meanwhile, Dawson enlists Heather Tracy's help in pitching his next film to studio head Larry Newman (Paul Gleason), who cares primarily about sex; Dawson's pitch, a chaste coming-of-age story loosely modeled on his romance with Eve, mutates into a sex comedy entitled "Sunset Stripped." Dawson consults with Todd for advice, and Todd suggests he stick to his guns; as a result, though Newman greenlights the movie, Dawson refuses the director's position. Pacey fires Joey on grounds of being too attracted to her, and the two agree to meet at Pacey's apartment... only for Eddie to walk in as the bar closes.

Jen's seemingly happy world comes crashing down when she learns that Grams has breast cancer. Meanwhile, Joey's tumultuous love life continues when Eddie begs her to go back to California with him, and Pacey agrees to join Joey as she chaperones for Harley's school dance, but what should be a magical night doesn't feel right for Joey. Feeling too scared to jump back into a relationship with Pacey, she goes back to Eddie. Although he is at first reluctant, Pacey agrees to invest Dawson's life savings to finance his new film project. Dawson, living at home to save money, is grilled on his backup plans by Gail; Dawson admits he has none, because he has no intention of failing to achieve his dream, and Gail agrees to stand by him.

Eddie confronts Joey over her unwillingness to have sex with him. David is hurt when Jack lets Fred (Matt Funke), who had earlier flirted with him before finding out the two were involved, sit in a seat which Jack had been reserving for David. Jen, feeling overwhelmed by the reality of Grams' cancer, dumps C.J. All of this is played out on stage as Boston Bay College hosts Loveline personalities Drew Pinsky and Adam Carolla (playing themselves), and all three relationships are placed under the radio show's microscope. Jen admits that her self-destructive behavior is causing her to implode her relationship in fear; Adam reminds Eddie that he abandoned Joey twice, and that her unwillingness to trust him is entirely reasonable; David gives Jack an ultimatum: apologize, or dump him. The only person to get her way is Audrey, who shared a plane with Pinsky while returning to Boston and spends the episode stalking him, resulting in her being abandoned at the venue after Eddie and Joey resolve their issues and rush back to her empty dorm room; Pinsky offers Audrey a ride home.

Five years have passed, and everyone, now aged 25, is reunited in Capeside for a special wedding. Dawson has been living in Los Angeles producing his autobiographical television series The Creek. Joey is now a book editor living in New York City with her boyfriend, Christopher (Jeremy Sisto). Pacey has reopened the Icehouse Restaurant. Jen is a single mom living with Grams in New York and managing an art gallery in SoHo. And Jack is an English teacher at Capeside High, and is in a relationship with Doug, now sheriff of Capeside, though the latter is unwilling to publicly come out of the closet. Absent is Audrey who is singing backup for John Mayer, touring Europe, and has a boyfriend she dubs the 'anti-Pacey'. The five friends catch up over dinner; later, Joey ends up at Dawson’s house, like always. They catch up, and Joey spends the night because Dawson insists while also leaving before he wakes up. During Gail's wedding, Jen collapses while dancing with Dawson and is sent to the hospital, where it is revealed that she is dying of heart failure. They all get turns to say goodbye to Jen, as it is her wish they are not sad and instead joke about the matter at hand. Later, Dawson helps Jen make a video for her infant daughter, asking her to never stop loving and dreaming and to believe in God because it is good to have something to believe in. Joey comforts him as he struggles to come to terms with Jen's fading health. As her dying wish, she begs Joey to stop running and put everyone out of their misery by making a choice between Dawson and Pacey, since they both are evidently still in love with her. Jack, whom Jen named godparent to her daughter Amy, insists on adopting Amy. Jen later passes away with Grams by her side.

Jen’s death forces everyone to grow up and stop running. Doug tells Jack he's willing to spend his life with him and wants to help raise Amy. Pacey tells Joey that, despite his endless love for her, he feels like he is holding her back, as she has fulfilled her dreams of leaving Capeside, where he feels like he is destined to be stuck there. She tells him that she loves both him and Dawson in different ways and calls Dawson her soulmate. Before she can clarify, they are interrupted by Gail and then Bessie.

Joey checks in on Dawson, who is lost in memories of Jen's first day on the Creek. They reconfirm the survival and significance of their love and vaguely-defined relationship... then declare each other their soulmates. Joey tearfully tells Dawson she loves him, which he reciprocates. “You and me... always.” “Always.”

EPILOGUE.

Sometime later, it is revealed that Pacey and Joey are living together in New York, finally back together. They delightfully call Dawson after watching the season finale of his show. The three converse happily, apparently having reconciled their dynamic.

Dawson tells them that he is going to be meeting his idol, Steven Spielberg, tomorrow, much to Pacey and Joey's delight. The three converse as the camera pans to a photograph of the three with Jen, and the show fades to footage of the "Core Four" on the beach all those years ago.

In 2011, the whole two-part finale was ranked #16 on the TV Guide Network special, TV's Most Unforgettable Finales.^[132]