Dawson (James Van Der Beek) finds himself in an awkward situation when he is put between Joey (Katie Holmes) and the intoxicated leading lady (guest star Bianca Kajlich, "Halloween: Resurrection") of his film, who also happens to be the woman he dumped over the phone after spending the night with Joey. Meanwhile, feeling like she's second fiddle to Pacey's (Joshua Jackson) new career and then catching him in a lie, Audrey (Busy Philipps) allows herself to be taken in by another man's charm.
- James Van Der Beek as Dawson Leery
- Katie Holmes as Joey Potter
- Michelle Williams as Jen Lindley
- Joshua Jackson as Pacey Witter
- Kerr Smith as Jack McPhee
- Busy Philipps as Audrey Liddell
- Mary Beth Peil as Evelyn Ryan
Special Guest Stars
- Sebastian Spence as Matt Freeman
- Audrey almost goes home with a random guy, but C.J. intervenes.
- Pacey goes to a strip club with his colleagues.
- Professor Freeman tells Jack his wife is pregnant, and later hits on Jack.
- amsterdam | RUBBER SNAKE
- dawson and todd talk
- alive | REBECCA TIMMONS
- joey reads at hell's kitchen
- superstar | THE CRASH POETS
- jen, jack and audrey at a bar
- over the top | HEAVY STUD
- jack, jen and audrey at a party
- just like me | MOXIE
- audrey drops her phone in a drink
- judas | GELLER
- jack talks to his professor
- spike-a-delic groove | MR. SPIKE
- pacey at a strip club
- find yourself | UNIVERSAL HONEY
- audrey's heading off with some guy
- thinking about tomorrow | BETH ORTON
- joey kisses eddie