Liberty Hell's Kitchen. Jen, looking cute in a striped boatneck top, trips backstage, where she finds Audrey looking vaguely more hardcore than usual in phony new facial piercings and a cute plaid skirt. Audrey wonders if Jen saw Pacey in the audience, but Jen explains that she couldn't tell, because it was "way too crowded" out there. Audrey makes a nervous face, but swears to Jen that she's not suffering from stage fright in the least. Jen offers that Audrey seems sort of tense, and then decides that this would be a good time to discuss their drunken antics of the previous episode. Audrey lies that she doesn't remember anything that happened that night, like, at all. Jen looks sad. And thin. And sad again. But there's no time to talk about Audrey's new alcoholism or her problems with Pacey, because Emma and her fishnet shirt pop into the frame and yelp that they're on. "The piercings are a nice touch, by the way," she says as she and Audrey take the stage. "Screw this up and I'll kill you," she calls as Audrey goes to the microphone, where she introduces the band, the Hells Belles, as anemically as possible. Jen watches from the audience. Nice to see them giving Michelle Williams such a meaty plot line, what with all the nodding and the smiling.

And so Audrey sings "California Dreaming" again. And -- man alive! It is HORRIBLE. John Phillips is spinning in his grave. Cass Elliott is spinning in hers. Michelle Phillips should sue. I forget if the other guy in the Mamas and the Papas is alive or what, but where ever he is, he ought to be pissed. Michelle Williams is indeed a wonderful actress, because she's acting like this is the most fantastic example of musical artistry that she's ever heard. Me? Blood is pouring from my ears. First they blind me, now they deafen me. If only they'd kill me and just get it over with.