Joey (Katie Holmes) sees Charlie (Chad Michael Murray) in a whole new light after watching him in Dawson's (James Van Der Beek) film and decides to give his constant flirtations a chance. Meanwhile, Audrey (Busy Philipps) tests Pacey's (Joshua Jackson) true feelings for her and Dawson hooks up with a sexy film critic (guest star Meredith Salinger).
- First appearance of Amy Lloyd
- First appearance of Clifton Smalls, Grams' new boyfriend
- Oliver tells Jen that he likes her