Writer:	Jeffrey Stepakoff, Greg Berlanti, Gina Fattore, Tom Kapinos
Director:	James Whitmore Jr.
Star:	James Van Der Beek (Dawson Leery),  Katie Holmes (Josephine "Joey" Potter),  Michelle Williams (Jennifer "Jen" Lindley),  Joshua Jackson (Pacey J. Witter),  Kerr Smith (Jack McPhee (recurring Season 2)),  Meredith Monroe (Andrea "Andie" McPhee (recurring Season 2)),  Mary-Margaret Humes (Gale Leery),  John Wesley Shipp (Mitch Leery),  Mary Beth Peil (Evelyn "Grams" Ryan),  Nina Repeta (Bessie Potter)
Recurring Role:	Dylan Neal (Deputy Doug Witter),  David Dukes (Mr. McPhee),  Michael Pitt (Henry Parker),  Adam Kaufman (Ethan),  Obi Ndefo (Bodie)
Guest Star:	Harold Bergman (Elderly Reverend),  Burgess Jenkins (Brad),  Chuck Kinlaw (Bus Driver)

Music featured in the episode included:
Jealous by Sinead O'Connor
Sleepless by Jann Arden
The Riverside by Jessica Andrews
Promise Me This by Pancho's Lament
Days Like These by Janis Ian
Walking In My Sleep by Better Days
I Will Be There For You by Jessica Andrews (edit) The kiss between Kerr Smith (Jack McPhee) and Adam Kaufman (Ethan) was the very first gay male kiss aired in a drama on prime-time television. (edit) Season 3 DVD Box Set includes a Commentary on this episode with Paul Stupin and Kerr Smith. (edit)

Mr. McPhee: Hey, Jack. Glad you're back. I want to show you something.
Jack: I'm not really in the mood right now.
Mr. McPhee: What's the matter?
Jack: (Walking towards his bedroom) I just want to be alone.
Mr. McPhee: Hey, you can talk to me.
Jack: This is something you really don't want to hear about, believe me.
Mr. McPhee: You don't know that.
Jack: (Coming back into the kitchen) Really? You wanna hear that I found out that Ethan got back together with his ex? You wanna hear that I found out after I kissed him?
Mr. McPhee: Well, that's interesting.
Jack: Yeah, that's interesting, right? Come on, admit it! The thought of me kissing another guy disgusts you. I disgust you.
Mr. McPhee: That is not true.
Jack: Yes it is.
Mr. McPhee: You're angry, you're hurting right now, but I will not let you pick an argument with me, just so you can vent your frustration.
Jack: Oh no, I spent an entire year developing this relationship. And working on it. Now it's a wash. The whole year's a wash. My whole life is a wash.
Mr. McPhee: Your life is not a wash. You hurt now because you had the guts to put yourself out there. To go after what you wanted.
Jack: I can't... (Squatting to the floor and leaning against the kitchen cabinet) I can't keep going through this. It's like having all the problems of a typical teenager and then there's this whole other level of constant fear and pain. Do you know the anguish I went through over a kiss? One stupid little kiss. Most people don't have to do that.
Mr. McPhee: You're right. They don't.
Jack: Then why me? I don't want to be different. I didn't ask to be gay.
Mr. McPhee: No more than I asked for a gay son. But, boy, am I glad that I got one.
Jack: You don't mean that.
Mr. McPhee: Yeah, I do. (Goes to Jack and hugs him)
(Jack cries) (edit) Andie: The pain makes us real, Dawson, and we can't do it alone. (edit) Joey: I've got to go. I have something borrowed but I don't have anything blue yet.
Dawson: It shouldn't be too hard. There seems to be some of that going around here lately. (edit) Dawson: (To Joey) Pacey's this year's Paris. (edit) Jen: This is some alternate reality where our intellects are sharper, our quips are wittier and our hearts, are repeatedly broken while faintly in the background some soon to be out of date contempo pop music plays. (edit)

Goof: At the end of the episode as Joey and Pacey sail out into the sunset, the sky keeps changing between shots. It's obvious that those shots were taken at different times of the day. (edit) In order to not to miss Pacey's departure, Joey leaves for an entire summer without absolutely nothing with her. She is supposed to get what she needs along the way, but it doesn't seem logical that she would take off for so long without any type of purse, wallet, money, credit cards, ID, etc. She would also need her ID in order to work the odd jobs she later mentions in season 4. (edit) Goof: When Joey is driving the light blue pick-up truck, the North Carolina State Safety Inspection sticker can be seen on the lower corner of the driver's side. However, the Massachusetts inspection sticker would be on the passenger side and look different. (edit) When Joey is running from the wedding to find Pacey, there is couple that suddenly run out of the way to clear the way right before Katie is about to run through. (edit) When Joey is walking to the pier to talk to Dawson, the wind is blowing her dress back and the microphone wire can be guessed through the light clothing material. (edit)

Jack: And there's those countless references to all things Freud and Spielberg.
Jen: Yeah, I'm pretty sure that, were not in Capeside anymore, Toto.

Refers to the psychiatrist Sigmund Freud, Steven Spielberg, and Toto, the dog in movie The Wizard of Oz. (edit) Pacey: (To Doug) See? That right there is what happens to the male mind when it's exposed to too many Katharine Hepburn movies.

Refers to the actress Katharine Hepburn. (edit)