Joey and Dawson are walking up to Dawson's where they meet up with Pacey and his friend Will Krudsky. Andie soon shows up. Pacey and Joey talk uncomfortably. They are all going to Dawson's Aunt Gwen's for Spring Break. Cut to Leery's Fresh Fish where Henry works now. A waitress Shelley tells Jen how "into" Henry she is and Jen gets mad. Andie, Pacey, Dawson, Joey and Will are sitting in a diner, Andie interviews Will. The Leerys' friend Meghan comes to town, her husband Tom died. Gale lies about still being married to Mitch. The crew arrive at Dawson's aunt's. At night Pacey and Joey are forced to sleep in the same bed, in the morning they're the last to wake up, Pacey is staring at her. Back to Mitch and Gale talking about Tom's toast from their wedding. Shelley is hitting on Henry and he accuses Jen of being jealous. Pacey, Andie and Will go to the pool hall and Pacey and Will hustle some guys. Dawson explains basically the past year of depression and bare walls to his aunt. They go over Joey and Dawson's lack of love life. Gwen wants to know why they're not together now. Dawson and Joey discuss Dawson's "not feeling any different" in a hay loft while the gang are in the barn. Dawson also wants to know why they're not together now. Joey says he has changed and is less self-important. Shelley offers Henry sex, Henry tells Jen who acts jealous and defensive. Andie and Will talk about Will's bad father. The gang at Aunt Gwen's have a Karaoke night.
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