- „I'm sick and tired of being Dawson Leery's sidekick, I'm gonna get my own storyline”
- —Pacey to Jen
JUST BETWEEN FRIENDS – Dawson (James Van Der Beek) and Joey's (Katie Holmes) newfound affection hits its first crossroad when Joey discovers that Dawson has invaded her personal privacy but he is too consumed with malice and torment by the horrible things he has unearthed to consider forgiving her. Meanwhile, when Pacey's (Joshua Jackson) childhood friends are too distracted by their own predicament to remember his all-important 16th birthday, he sets out to expand his horizons; and Abby (Monica Keena) convinces a downhearted Jen (Michelle Williams) to unleash the wild side she hoped had been left behind in New York.
- James Van Der Beek as Dawson Leery
- Katie Holmes as Joey Potter
- Michelle Williams as Jen Lindley
- Joshua Jackson as Pacey Witter
- Mary-Margaret Humes as Gail Leery
- John Wesley Shipp as Mitch Leery
- Mary Beth Peil as Evelyn Ryan
- Nina Repeta as Bessie Potter
Special Guest Stars
- „Just remember Dawson: no hat, no glove”
- „I got a bad case of the Molly Ringwalds today”
- —Pacey to Jen
- Andie – I'm a friend of Pacey Witter's... well, kinda
- Joey – How bold of you to admit that
- „You can't! Everything's different now. You've got Joey and our friendship just can't compare with what you two have”
- —Pacey to Dawson
- „Nothing's ever gonna change so much that you're not gonna be my best friend”
- —Dawson to Pacey
- First appearance of Jack McPhee
- It's Pacey's 16th birthday, indicating he's born in September 1982.
- Pacey fails his driver's test.
- Dawson forgets Pacey's birthday.
- Andie and Joey meet.
- Mitch has a friend named Cole whom he's known since the 4th grade
- Joey and Dawson have been together one week
- Dawson and Joey meet Jack.
- good intentions | ARYANA
- sway | BIC RUNGA
- killers | FEEDING LIKE BUTTERFLIES
- get 'em outta here | SPRUNG MONKEY
- always | THE STERLINGS
- kiss the rain | BILLIE MYERS
- luckiest guy | MACANANYS
- dear mary | ARYANA
- save tonight | EAGLE-EYE CHERRY