Pacey, now jobless and penniless, returns to Capeside where Dawson invites him to be a producer on his autobiographical film. Pacey accepts, but can't work up the courage to tell Dawson that all his money is gone. With classes at Worthington over, Joey says goodbye to Audrey who has to stay behind to attend summer classes to make up for her absences, with Jack Osbourne tagging along. Joey also returns to Capeside to see Dawson where they have minor argument with about how she wanted him to be the most significant person in her life and somehow he became her only one night stand. Back in Boston, Jen invites her mother, Helen, over to Grams' house where she wants her to tell Helen about her cancer. While introducing C.J. to Helen, Jen witnesses C.J.'s Uncle Bill storm into the house and yell at Grams, revealing everything by saying that she shouldn't give up on her life just because she has cancer. Jen suggests that they all move to New York to live with Helen. Also, Audrey decides on a low-key change for herself by playing an old-fashion acoustic guitar at Hell's Kitchen, and Pacey finally tells Dawson about losing all his money in his poor stock investments.