- ❝A woman movie producer. In my day, women didn't have many options; you got married, you raised a family. But now... what a wonderful time to be a woman. You can do or be anything you want❞
- —Grams to Jen
LIGHTS, CAMERA, ACTION! – Dawson (James Van Der Beek) and Joey (Katie Holmes) continue struggling to redefine their post-break up friendship, while Dawson desperately searches for a leading lady for his film who can capture Joey's distinct, unattainable style, but when he finally finds his girl (guest star Rachael Leigh Cook), she may be more than he can handle. Meanwhile, Pacey (Joshua Jackson) tries to be supportive of Andie's (Meredith Monroe) precarious emotional state, but his earnest desire to help only places additional stress on her already full plate, and sparks fly when Jen (Michelle Williams) befriends an intriguing stranger (guest star Eddie Mills).
- James Van Der Beek as Dawson Leery
- Katie Holmes as Joey Potter
- Michelle Williams as Jen Lindley
- Joshua Jackson as Pacey Witter
- Mary Beth Peil as Evelyn Ryan
Special Guest Stars
- ❝I think Sammy and Wade are soulmates who will be forever connected by an overpowering, transcendant love... what do you think??❞
- —Devon to Joey
- ❝Jack – What was that?
- Joey – She's too short to play me❞
- ❝I'm not gonna sit here and listen to you b**** to me about what I've done❞
- —Dawson to Joey
- This episode marks the first time Pacey and Andie say 'I love you' to each other.
- Dawson's film is later retitled Creek Daze.
- winter II: largo (f minor) | VIVALDI
- joey's art class
- it's all been done | BARENAKED LADIES
- film shoot; ty and jen
- sad eyes | BRUCE SPRINGSTEEN
- pacey climbs andie's house