Set in the 1940s where Lucas owns his own club. As Lucas is talking on the phone with Peyton in present time, Lucas falls asleep and has a crazy dream about a club and he owns it. Haley's on stage and Dan practically owns her. Nathan's a bartender who's deployed to war not before he have Haley elope, Skills a piano player, Brooke's desperate for money and Peyton is sort of with Dan. Mouth discovers Dan's true intentions and whilst trying to uncover the truth, he is thrown off a bridge by Dan, And Lucas and Dan face off, ending in Peyton and Julian's deaths. Then, Lucas wakes up, realizing it was all a dream. Peyton collapses. This episode is named after a song by The Ink Spots.

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