The flirtation between Joey (Katie Holmes) and Charlie (Chad Michael Murray) continues after he persuades her to join him and his band on the road for a gig - with her as the lead singer - and they end up in a "no-tell motel" with Pacey (Joshua Jackson) and Audrey (Busy Philipps). Meanwhile, Dawson's (James Van Der Beek) world is rocked after he discovers his mother (Mary-Margaret Humes) has a new boyfriend.
- Lilly Leery turns a year old
- Jen and Dawson mutually decide to break up, although Jen starts the conversation.
- Joey makes Lilly a book of sketches of the Leery family.