BOYS WILL BE BOYS -- Dawson (James Van Der Beek), heartbroken after his break-up with Jen (Michelle Williams), allows himself to be coerced into an impetuous road trip with Pacey (Josh Jackson) and Jen's ex-boyfriend, Billy (guest star Eion Bailey). Meanwhile, Jen and Joey (Katie Holmes) find common ground confronting an arrogant Jock (guest star Eric Balfour).
- 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 Gail Leery
- John Wesley Shipp as Mitch Leery
- Mary Beth Peil as Grams
- Nina Repeta as Bessie Potter
- Eric Balfour as Warren Goering
- Eion Bailey as Billy Konrad
- Helen Baldwin as Mrs. Tringle
- Melissa McBride as Nina
- Billy – You used to be fun, you know that?
- Jen – No. I used to be weak and vulnerable
- ―Drop him like it's hot, Jen!
- After starting out being sexist and sexually harassing Joey, Warren idiotically thinks it's a good idea to ask her out. Which she of course turns down.
- Jen tells Joey that Dawson's in love with Joey.
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