After Dawson gets a $2,500 grant from the Boston Filmmaking Association following his win with his horror film, he asks Joey to help him work on his next film. But she refuses for she wants to have a life of her own. That evening, Joey's 'semi-date' with Jack for a moonlight picnic prompts a resentful Dawson to join Jen at a bash house party, thrown by Chris Wolfe, where she gets drunk once again and he ends up saving her from doing some things she'll regret. Meanwhile, Pacey proves his worth when Andie's mother has another psychotic breakdown during a study session at her house. Also, Mitch cannot understand Dawson's views on their divorce.

Dawson begins directing Oliver's movie with Oliver playing the lead where Dawson has to deal with Audrey (who took the leading female part) as well as her complaints about Oliver's kissing skills. When Dawson discovers that Oliver has no talent in acting, he must recast the male lead role within the day and Jen comes up with the most unlikely candidate: Charlie. During the filming, Audrey has a crisis and locks herself in the bathroom because she kissed Pacey and felt like she was betraying Joey. Meanwhile, Joey feels conflicted over where to go on with her situation with Professor Wilder, but is called away from him at his out to help out with Oliver and Dawson's film to help Audrey get back on the set so they can finally finish the shooting. Also, Jack is fed up with his frat brothers after the homophobic Eric accuses Jack of making a pass at him in which Jack moves out of the frat house.