Joey, Jen and Jack settle into college in Boston. Dawson gets an internship with a film studio.
Songs: Feel Love Fury
-- 194, Mary Beth Maziarz
-- Daydream Believer, Arson Welles -- Easy On Me, Wellville -- Goodbye, Weezer
-- Hash Pipe, Feel Love Fury
-- I Ran, Feel Love Fury
-- Leadbelly, Love Spirals Downward -- Psyche, Feel Love Fury
-- Seductive Sexy, Bahu-Rang -- Strange Imagination, Bahu-Rang -- Suckerman, Trickside -- Superstar, Jennifer Paige -- These Days, Breech -- Thistle
Dawson flies across country after being fired from his internship to visit Joey unaware that she left him a message telling him she was letting him go. After spending the weekend together, Dawson finally hears the message and things are awkward between him and Joey. Joey spends Dawson's last day in Boston chasing after her writing professor so she can drop her class while Dawson spends it with Audrey. Jen runs into Charlie the guy she met at the party. Pacey gets a job at a restaurant.
Schiavo -- Fly, The Smiths
-- Girlfriend In A Coma, Old 97's
-- Question, The Pills -- Spork, Little Red Rocket -- Star, The Verve Pipe
-- Wonderful Waste
Dawson returns to Capeside to inform his parents that he is dropping out of USC, a decision his father does not support. Joey finds out that Pacey is in Boston. Jen and Charlie try to go twelve hours with no physical contact. Jack gets a bid into a fraternity but considers turning it down when he finds out they wanted him because he is gay. Tragedy strikes the Leery family.
Edmund's Crown -- Complete Me, Dobie Gray
-- Drift Away, Pop Unknown -- Head In The Sand, John Maragos -- I Belong To You, Evan Olson -- I Can't Forget, Eva Trout -- Ruby's Gone, David Gray -- Say Hello, Wave Goodbye, Eels -- Selective Memory, Howie Day
-- She Says, The Tories -- Superconductor, Binge -- The First Time, The Supers -- Turn
After Mitch is killed in a car accident, Dawson tries to hold his mother and sister together while blaming himself for his father's death.
Lori Carson -- Down Here, Michaela Foster Marsh -- Fallen Angel, James Taylor -- Fire and Rain, eastmountainsouth
-- Ghost, Mark Kozelek -- Ruth Marie
Jack puts getting into his fraternity a priority overing spending time with a visiting Tobey. Dawson visits Joey in Boston where he has a panic attack and Joey has a hard time knowing what to say and do around Dawson. Pacey thinks he has found a mentor in his boss but learns he is being unfaithful to his wife. Jen over reacts when she sees Charlie with a girl who turns out to be his sister.
Cross My Heart -- Angels & Gargoyles, Dragmatic -- Coming Around Again, Ethyline -- For Now (Get Up), Shawn Colvin
-- Kathy's Song, Matt Nathanson
-- Loud, Chris Pierce Liberation -- Static Trampoline, Universal Honey
-- Won't Find You
Dawson goes to Boston to see a grief specialist but ends up skipping his appointment. Jack takes Dawson to a frat party where Dawson gets drunk and later says something regrettable to Joey who he had been avoiding. Jen seeks revenge after seeing Charlie with another woman. Audrey's overly critical mother comes for a visit.
Songs: Jane Fontana -- 12 O'clock Forever, Tait -- Empty, Lizzie -- Funky Young Flower, Lure -- Grace, Little Red Rocket -- I Believe, Sabrina Judge -- I Remember, Ides Of Space -- This Side Of Screen, The Gentlemen -- Top Heavy, Arson Welles -- Wash My Hands, The Elms -- Who Got The Meaning
Dawson returns to the shrink with Jen's help. Joey throws herself into solving a legendary Worthington writer's mysterious letters with Professor Wilder. Pacey finds out more details about Karen's affair with their boss.
The Rosenbergs -- After All, Pete Yorn
-- EZ, Gran Torino -- Fall From The Night, Howie Day
-- Ghost, Vanessa Daou -- Mess Around, R.E.M.
Dawson invites Jen to attend a film festival in New Hampshire and they take their friendship to a new level. Jack invites Joey and Audrey to his fraternity formal. Pacey goes on a date with Karen.
Brandtson -- 12th & Middle, Smalltown Poets -- Every Reason, Abra Moore -- Four Leaf Clover, Arlibido -- Jello, Liz Phair
-- Ride, The Underwolves -- Stay A While, Heidi Berry -- The Moon And The Sun, Deb Talan -- Thinking Amelia
Jack, Pacey and Joey sit around and tell scary stories, and Grams adds one too.
Edmund's Crown -- Complete Me, Shivaree -- Goodnight Moon, Blake Morgan -- It's Gone, Phil Phillips & The Twilights -- Sea Of Love, The Ashgrove -- Spin Your Head, Marilyn Manson
-- Sweet Dreams (Are made of this), Schnockered -- Vinyl Suits
Pacey cooks dinner for the group at Gram's house and things get awkward when Dawson and Jen arrive home and are caught kissing by everyone else.
Songs: Geller -- Everybody Loves You, Salteens -- Nice Day, Sinead Lohan -- You're In My Love
Jen accompanies Dawson back to Capeside to visit Dawson's mother. Anxious to see her grades, Joey returns to school early. Pacey gets a promotion at work. Joey, Audrey and Pacey celebrate Joey's straight A's with a night on the town where Joey runs into Charlie and lets loose on stage.
Julie Plug -- Devoted, Iffy -- Double Dutch, Linda M. -- DWWYU, Bomb Pops -- Girl Daredevil, Katie Holmes / Feel Love Fury -- I Want You To Want Me, Moxie -- In My Room, Feel Love Fury
-- Jessie's Girl, Rebecca Gates -- Lure And Cast, Lava Baby -- Right Place, Our Man Paul -- Shadows, Glen Echo -- Sins, Busy Phillips / Feel Love Fury -- Son Of A Preacher Man, Cara Jones -- Spit It Out, Red Chord -- Taxi, Feel Love Fury
-- What The Hell
Pacey gets a job offer to travel to the Greek Islands from his summer fling, Melanie. Joey turns down a guy from class that she thinks slept with Audrey. Dawson moves into Grams but things get weird with him and Jen. Jack moves into the frat house but discovers that another guy didn't want to room with him because he is gay.
Dawson's first day in his new film school arrives. Oliver (an acquaintance from the Hooksett festival) starts showing him around and wastes no time in asking Dawson to direct a movie he wrote. Reluctant to direct someone else's work, Dawson starts giving notes to Oliver on the script, and ends up accepting the job, thanks to Jen's incentive. Jen has problems of her own. Her current state of happiness from her relationship with Dawson is reflecting in her on-air performance. Now she has to go back to the sharp-tongued, edgy advice she used to give instead of the romantic, love-themed offerings. Elsewhere, Jack is on academic probation. Irritated, he goes out and has a few too many drinks, which results in a fight with his fraternity brothers.
Dawson begins shooting Oliver's script and immediately realizes that Oliver has no acting talent and will need to be replaced. Charlie ends up taking the role. Audrey lands the lead female part and when she is practicing her lines with Pacey the two kiss. Eric comes out to Jack and makes a pass at him but later tries to turn it around on Jack. Jack quits the fraternity. Joey contemplates how to proceed with Professor Wilder. Joey gives Audrey and Pacey her blessing to date.
Joey is mugged and forced to clean out her bank account and hand over her coat. Later, the mugger is hit by a car. Instead of leaving him, Joey calls for an ambulance. At the hospital, Joey meets the man's estranged wife and young daughter.
Audrey worries about karma after sleeping with Pacey at the same time Joey was being mugged. Jen's lands an interview with a band that has her questioning her relationship with Dawson. Professor Wilder doesn't let Joey explain why she never returned to his house and he breaks things off. Pacey accompanies Jack to a gay bar.
Dawson, Jen, Jack and Grams return to Capeside for Lily's first birthday. Dawson is surprised to find out his mother has a new man in her life. Jen decides to break up with Dawson. Joey agrees to sing with Charlie's band which results in a tense road trip with Pacey and Audrey.