Joey's (Katie Holmes) icy demeanor melts when Charlie (Chad Michael Murray) follows her to Florida where she is enjoying Spring Break with the gang, and she spends the night with him unaware that Dawson (James Van Der Beek) is on his way to tell her that he loves her. Things heat up when Audrey's (Busy Philipps) first love Chris (guest star Chris Hartford, MTV veejay) shows up and comes between her and a jealous Pacey (Joshua Jackson).
- James Van Der Beek as Dawson Leery
- Katie Holmes as Joey Potter
- Michelle Williams as Jen Lindley
- Joshua Jackson as Pacey Witter
- Kerr Smith as Jack McPhee
- Busy Philipps as Audrey Liddell
- Chad Michael Murray as Charlie Todd
- Chris Hartford as Chris
- Hilarie Burton as Girl
- This episode guest stars actress and former MTV VJ Hilarie Burton. Burton would go on to star with recurring cast member Chad Michael Murray in another WB/CW teen drama, One Tree Hill.
- Coincidentally, James Van Der Beek had a recurring role in the sixth season of One Tree Hill as director Adam Reese, who was supposed to direct the ill-fated movie adaption of Lucas Scott's book, An Unkindness of Ravens.