NEVER JUDGE -- Joey (Katie Holmes) becomes the center of amorous attention when she enters a local beauty competition to earn money towards her future education; meanwhile, to the pageant judges' dismay, Pacey (Joshua Jackson) enters the pageant on the grounds that he is as qualified as any female contestant. Furthermore, on the eve of the extravaganza, Dawson (James Van Der Beek) is surrounded by romance when Jen (Michelle Williams) confesses her regrets about breaking off their relationship and Joey unburdens her heart.
- James Van Der Beek as Dawson Leery
- Michelle Williams as Jen Lindley
- Joshua Jackson as Pacey Witter
- Katie Holmes as Joey Potter
- Mary-Margaret Humes as Gale Leery
- John Wesley Shipp as Mitch Leery
- Lori Rom as Hannah Von Wenning
- Cara Stoner as Roberta Crump
- Marguerite Lowell as Mrs. Pennoyer
- Robby Preddy as Pageant Sign-Up Lady
- Tara Killian as Girl (contestant)
- Courtney Fendley as Contestant #1
- G. Martin Eckhardt as Soundman/Cameraman
- Dawson finally realises that he has feelings for Joey. And so does Jen, who wants Dawson back.
- Pacey recites a piece from Braveheart.
- Lori Rom, who portrays Hannah Von Wenning, was originally cast as Phoebe Halliwell on another WB series – Charmed.
- small town trap | EVE 6
- the gang at the icehouse
- the girl with all the goodbyes | SUSAN SANDBERG
- pacey and dawson at the lockers
- pretty face | CHICKENPOX
- pacey at miss windjammer
- fall from grace | AMANDA MARSHALL
- pacey's evening wear
- superman | GOLDFINGER
- pacey on stage
- surrounded | CHANTAL KREVIAZUK
- dawson and joey