Writer:	Jenny Bicks
Director:	James Whitmore Jr.
Star:	James Van Der Beek (Dawson Leery),  Nina Repeta (Bessie Potter),  Mary Beth Peil (Evelyn "Grams" Ryan),  John Wesley Shipp (Mitch Leery),  Mary-Margaret Humes (Gale Leery),  Joshua Jackson (Pacey J. Witter),  Michelle Williams (Jennifer "Jen" Lindley),  Katie Holmes (Josephine "Joey" Potter)
Recurring Role:	Kerr Smith (Jack McPhee),  Meredith Monroe (Andie McPhee),  Jason Behr (Chris Wolfe),  Monica Keena (Abby Morgan)
Guest Star:	Brett Macke (Big Neck Football Player),  Cora Holden (Girl With Braces),  Sallie Hedrick (Cheerleader),  John Bennes (Pharmacist),  Shane Callahan (Tom Hanks Look-a-Like)

Music featured in the episode included:
Hey Now Now by Swirl 360
The World Is New by Save Ferris
Please by Chris Isaak
Anything But Down by Sheryl Crow
Driving You Crazy by Tia Texada
Lover Lay Down by Dave Matthews Band (edit)

Dawson: Alright, I'm sorry if my confidence and convictions discombobulate you.
Pacey: Discombobulate, how many syllables is that? (edit) Pacey: (To Dawson) Only you, take your virginal insecurities and fear of deflowerment and turn them into risky, edgy behavior. (edit) Pacey: (To Dawson) You did make Joey a little on the angry side, even for her. (edit) Dawson: (Notices her drawing of a naked man) I see you've graduated from fruit bowls.
Joey: We're doing life-sketching... nude models... so... we're supposed to see the human form, a mass of lines and shadows.
Dawson: Really?
Joey: I'm working on it.
Dawson: And he does poses for you?
Joey: Yeah.
Dawson: Don't you find that uncomfortable? Just sitting in a room with some guy completely in the buff right in front of you?
Joey: No.
Dawson: Does he like talk or anything?
Joey: Oh, yeah. He sings, tells jokes, does a little softshoe. No, he doesn't talk, Dawson. He's a model. He sits there. He just takes breaks every now and then.
Dawson: And Little Joey Potter doesn't blush?
Joey: No.
Dawson: Not even a little?
Joey: Maybe a little...
Dawson: (Raises eyebrows) Just a little?
Joey: (Embarrassed) Okay, I've broken 12 pencils.
(Dawson laughs)
Joey: But it's getting better. You'd be surprised, I'm changing. I'm not Little Joey Potter anymore.
Dawson: No, you're certainly not. (edit)

Goof: In the pharmacy, when Pacey says "20 milligrams", his mouth doesn't move. (edit) Goof: During this episode, Jack is posing for Joey at the same time that Andie is out on a date. It has been mentioned in the past that Jack and Andie have to take turns watching their mother, and they can't leave her alone at night. Therefore, who is taking care of her? (edit) Jen said to Dawson that they were living in 1998. However, this episode aired during 1999. (edit) (Although we don't find out until the next episode) Pacey and Andie sleep together by the end of this episode. Dawson and Jen and also Jack and Joey come very close, but they do not sleep together. (edit)

This episode does not have any allusions. Add some now!