Joey is in her 2nd month at Worthington University where she is struggling in her beginners writing class taught by Professor David Wilder who criticizes her first essay about her and Dawson. Audrey Liddell, Joey's brash new roommate from Beverly Hills, proves to be more of an annoyance than a friend with her wild and crazy personality. Dawson, who's continuing his studies at USC with an internship in Hollywood, begins his job on a shaky start when he meets Todd Carr, an arrogant, egocentric, hack film director who gives Dawson a hard time. Meanwhile, Jen pays Pacey a visit, who's lying low as he docks his yacht in Boston Harbor after sailing away the summer. At nearby Boston Bay College, Jen and Jack are invited to their first fraternity party. They persuade Joey to come along with Audrey who seems to get along with Jen and Jack, much to Joey's surprise. Also, Jen meets Charlie, a bass player. She is rude to him, insulting him away, but deep inside feels strongly attracted to him.

Joey and Audrey go out to a nightclub to celebrate both Joey's straight-A grades and the winter break from school. Charlie is also there and he hits on Joey, who turns him down for what he did to Jen. But Charlie doesn't give up so easily and dares Joey to do something wild in which she accepts a dare to go on stage to sing with his band. Meanwhile, Pacey sees himself hanging out with Audrey after he joins her and Joey at the club to celebrate his new promotion when Danny makes Pacey the assistant chef at restaurant Civilization. Also, Dawson and Jen go back to Capeside to visit his mother where they have their first fight over what Dawson will do with his life.

Charlie asks Joey to sing with his band at a distant biker bar club, which requires Pacey to give them a ride. Pacey and Charlie hate each other, and it takes a patient Audrey to keep them from going at each other's throats. At the bar, Joey is nervous and isn't well received by the rough audience, until Charlie helps her with a duet. They all end up for the night in a cheap motel where Joey begins to have feelings for Charlie, while Pacey and Audrey escape from their problems with sex. Meanwhile, Dawson, Jen, Jack and Grams drive up to Capeside for Lily's 1st birthday, and Dawson finds out his mother has a new significant other. Also, Jen confesses to Jack that she wants to break up with Dawson after feeling they are not right for each other, while Dawson is conflicted with the possibility of loving Joey again.

Charlie's band lands a deal for a tour and 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. But she breaks up with him so he can go with his band on tour. Meanwhile, Oliver and Dawson finally get to New York to meet with an agent. But Oliver ruins the meeting with his brazen obnoxiousness, and Dawson ends their partnership. Also, the restaurant Civilization is sold and an attractive, 30-something woman, named Alexandra 'Alex' Pearl, takes over as the new manager. She promotes Pacey as head chef, but fires Audrey and half the other employees. Pacey tries to get Audrey her job back, but all he gets is an inadvertent kiss from Alex.