After agreeing to pose as Pacey's sister at a business party, Joey demands to be taken home. When Pacey makes a quick stop at a local K-Mart they are accidentally locked inside the store. They're forced to spend the night there and talk about their friendship and relationship, both past and future. After the night is over they are both left to ponder what the future has in store for them.

Joey fills in as Joey's secretary; Dawson heads to L.A. to try and sell his teen movie idea.