Writer:	Tom Kapinos
Director:	Robert Duncan McNeill
Star:	James Van Der Beek (Dawson Leery),  Mary Beth Peil (Evelyn "Grams" Ryan),  Kerr Smith (Jack McPhee (recurring Season 2)),  Joshua Jackson (Pacey J. Witter),  Michelle Williams (Jennifer "Jen" Lindley),  Katie Holmes (Josephine "Joey" Potter)
Recurring Role:	Busy Philipps (Audrey Liddell),  Nina Repeta (Bessie Potter)
Guest Star:	Lia C. Long (Young Couple),  Terrence Currier (Mr. Brennan),  Benjamin Shelfer (Funeral Director),  Jodi Thelan (Susan),  Michael J. Long (Young Couple)

Dawson cries in this episode which marks the third time Dawson has cried in the series with the first time being in season two and the second in season three when Joey left to be with Pacey. (edit) Music featured in the episode included:
Down Here by Lori Carson
Ghost! by Eastmountainsouth
Ruth Marie by Mark Kozelek
Fallen Angel by Michaela Foster Marsh
Fire and Rain by James Taylor (edit) This episode marks the last appearance of Mitch Leery, played by John Wesley Shipp. (edit) This episode marks the first time in the series that the usual version of Paula Cole's I Don't Want To Wait isn't played over the opening credits. Instead, it featured a special slow tempo piano arrangement of the theme song, as composed by Dawson's Creek's composer Adam Fields. (edit)

(To Gale)
Grams: We merry widows have to stick together. (edit) (Telling Dawson about his last conversation with Mitch)
Mr. Brennan: Well, when I mentioned your name, his whole face just lit up. He said you were this brave kid, but he had no idea how you got to be that way. He said you had a romantic streak a mile long, and he said he was proud to know you. I'm sorry if that makes you sad, Dawson, but I figure if somebody says that about you, you ought to know it. (edit) Audrey: How's Dawson doing?
Joey: I wouldn't know. Didn't want anything to do with me. I thought I'd be able to help him. I thought I would be this incredible resource 'cause I've been there, you know? He didn't want anything from me. He didn't even just wanna sit there in silence. He wanted me out of his sight. (edit) Gale: Honey, you don't have to be so strong all the time. You can fall to pieces just about any time you want. There's nothing to be ashamed of.
Dawson: I'm not ashamed. There's... everybody keeps on asking me, "How you doin'? How you feelin'?" Truth is, I don't feel anything. Not a thing. I'm numb. Which, to tell you the truth, is really not so bad.
Gale: Um, that's great... until it all comes crumbling down.
Dawson: Well... until then. (edit) Pacey: I... oh, look. If anybody understands the various shades of gray here, it's me, and I think it's time the two of you got your shot... because the way I see it, you never did, and this world could use as many Romeo and Juliet's as it can get.
Joey: Look what happened to them. (edit)

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

Pacey: If anybody understands the various shades of gray here, it's me, and I think it's time the two of you got your shot... because the way I see it, you never did, and this world could use as many Romeo and Juliet's as it can get.

Allusion to William Shakespeare's early tragedy Romeo and Juliet. (edit)