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) Grams: Oh, it's a strange thing we do.
Gale: What's that?
Grams: Falling in love. You share your life with another person. You... you give them your heart to the extent that losing them could potentially destroy you. It's a crazy thing to do.
Gale: You're right. It's insane. (edit) (To Gale)
Grams: You know, every night for 46 years, I prayed the good lord would take me first. I never wanted to go on without him. I didn't think I was capable of it. But somehow, I was. It wasn't easy, but inevitably there comes a day that isn't as bad as the one before it. (edit) (To Joey)
Dawson: Do you have any idea how much it sucks to know that my father was disappointed in me the day he died? And he was right. I was acting crazy like a spoiled brat, and if I'd listened to him, he would've been driving me to the airport instead of driving to his death. (edit) Joey: It'll get better. I promise.
Dawson: That's good. Any, uh, advice on how I should deal with the fact that my father's death was almost entirely my fault? (edit) Dawson: My mom's a wreck. I gotta keep it together.
Joey: She's allowed to be a wreck, and so are you. I'll make you a deal. You take care of your mom, I'll take care of you.
Dawson: I gotta say, Jo, I... when your mom died, I sympathized with you, and I really felt bad, but I had no idea it felt like this. (edit) (To Gale)
Joey: You know, growing up, spending that time with you guys... I think I was too little to really understand it, but I... I always knew there was something special about the way you guys looked at each other. Like you were in on this great little secret that the rest of us weren't privy to, and my parents never had that... not even in the best of times. I'm not gonna sit here and... and try to pretend to know what was going through his mind before he died, but... I know your husband loved you very much. (edit) Joey: You know, I know this probably doesn't mean much now, but he's not really gone, you know. 'Cause if ever there was someone who was an absolute reflection of his father, it's Dawson. (edit) Gale: How's our boy?
Joey: Great. He's keeping it all together.
Gale: Which is exactly what bothers me.
Joey: Me too. (edit) Jen: I'm gonna give you a hug, and I'm not gonna let go for a really long time. I'm gonna tell you that I love you, which is actually a pretty good deal, 'cause that means that I'll do anything on the off chance it'll make you a little less sad.
(She gives him a huge hug)
Dawson: That sounds very good to me. (edit) (Dawson is recalling old times)
Mitch: Sooner or later, Joey, he's gonna pull his head out of the sand. He'll figure it out. Probably not as soon as you'd like, boys are stupid like that. (edit) Dawson: So, what's yours?
Grams: My what?
Dawson: Your platitude.
Grams: I'm afraid I'm fresh out.
Dawson: Really? I thought for sure you'd whip out "the lord works in mysterious ways".
Grams: Hmm. The lord and I, we... we aren't on speaking terms this week. (edit) Grams: Why don't you let me take her for a while, dear?
Dawson: I'm afraid I can't do that, grams. Lily here offers a great buffer. As long as I hold her, people tend not to come up to me and offer their platitudes. (edit) (Dawson grabs a suit from the back of his door)
Joey: Is that what you're wearing? It's nice.
Dawson: Uh, no. Actually, it's for my dad. He's gonna be buried in it.
Joey: I'm sorry.
Dawson: Jo, that's ok. You couldn't have known that. I won't be long. (edit) (Recalling when he got his first camcorder)
Dawson: Dad, this... this must have been really expensive, but you're not gonna regret it. I swear, I'm gonna make so many movies on this. This is not a phase.
Mitch: Oh, don't worry about that, just enjoy it. Let the things you love be your escape. (edit) Jack: Dawson is alone in this, ok? There isn't a word or a sentence in the English language that can take away the kind of pain that he's dealing with.
Jen: Well, so then, what do I do?
Jack: You've just gotta figure out your own way of being there for him. (edit) Pacey: Maybe he doesn't want me there, Jo.
Joey: Ok, your father dies tomorrow. You're at the funeral. You look up, and you see Dawson. Would that mean something to you? Would seeing one of your oldest friends mean som...
Pacey: Just give me 5 minutes. (edit) Pacey: How's Dawson doing?
Joey: Well, he's not so good. His father's dead.
Pacey: Right. That's a stupid question.
Joey: No, you're entitled, believe me. I've said about 800 stupid things to him in the last couple of days. (edit) Funeral Home Salesman: How are you?
Dawson: People ask me that a lot. It's a weird question. Every time I start to give too long of an answer, which I'm starting to do right now, those same people get very uncomfortable. Not you, though, huh? I guess you're an old pro at this. (edit) Jen: I couldn't sleep last night. I was up and tossing and turning, trying to figure out what to say, how I was gonna act.
Jack: No one ever knows what to say... (edit) Joey: Pacey, I've got some bad news.
Pacey: Aw, why don't you look like you're kidding? (edit) (At the place where Mitch was killed)
Dawson: What the hell are we doing here?
Pacey: I want to show you something. (Waiting for Dawson to get out of the car) Now according to my brother, your father was driving down the road here at about 45 mph, which is granted, a little bit above the speed limit, but not at all unusual for this stretch of road. At the same time, a man name Gary Peters was getting off work, driving down the road a little father up, just around the bend. Gary Peters is a pretty average guy. 35 years old, wife, two kids, works as a baggage handler for Blue Star Airlines, and Gary had to pull a double shift that day and it must have been a real bitch, because when he came around that bend he was asleep at the wheel.
Dawson: Why are you doing this Pacey?
Pacey: Why? Because I want you to know that it was a man named Gary Peters who killed your father. A guy who should have known better than to get behind the wheel of a car, a guy who for the rest of his life will carry around the guilt of taking Mitch Leary away from his wife and two kids and I want you to know that that guy is not you. It's not you Dawson. Do not blame yourself for this. You want to grieve, go right ahead, be my guest, but do not for one single second think that this is your fault, because it is not your fault. You got your father for 18 years and that is a hell of a lot more than some people get and your father did one hell of a job Dawson. He made you into a man. He made you into a man that people care about and admire and respect and most importantly, love. So why am I doing this? I'm doing this because once upon a time, you and I were best friends and that means that whenever you need me, I'm here; anytime, anywhere, any place, forever. You understand that?
Dawson: We should get going. (edit) (Standing over Lily after the funeral)
Dawson: Mom, you ok?
Gale: Yeah, for the moment. (After long pause while staring at Lily) You wanna know what the worst part is?
Dawson: What?
Gale: She'll never even know he existed.
Dawson: Not if I have anything to do about it. She is going to hear about her daddy every chance I get. (edit)

Goof: In the intro to this episode, the camera is going through some family photos of the Leery family. There is a close-up of a photo of Dawson and his parents, where Gale has the long hairdo she only wore in season 1, although Dawson has shorter hair and looks older than he did in that season. Apparently the photos were put together just for this episode. (edit)

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)