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Josephine "Joey" Potter
Jennifer "Jen" Lindley
Pacey J. Witter
Jack McPhee (recurring Season 2)
Evelyn "Grams" Ryan
Goof: When Pacey and Audrey are arguing after he kissed Alex, Audrey says: 'it meant your arms around her, and HER tongue down YOUR throat' and then Pacey counters with 'well actually, it was HER tongue down MY throat' in a comic attempt to reverse the situation. However, they are saying the same thing. Obviously either Busy Philipps or Joshua Jackson mess up their lines.
Goof: When Dawson leans in to kiss Amy, the camera switches angles and suddenly, their heads are tilted in the opposite direction.
Joey: I gotta tell you, Dawson. It's like the entire world has been coming at me tonight. Like, completely distracting me from what I've spent my entire life preparing for. I mean, it's like this night has been a metaphor for the whole semester and one big left turn. Not that it's been bad, because it hasn't, but it's just, if I don't get myself back on track, I could... (She looks over to see that he has fallen asleep) Dawson?
Jack: Why are you doing this, Eric? Why are you helpin' me?
Eric: Because you helped me.
Alex: (To Pacey) I told you I take getting what I want for granted.
Audrey: (To Pacey) You know what? Screw the girl. Keep your job. Have your cake and eat it, too. It's fine.
Alex: This heat. I felt it tonight when you hugged me. I felt it that time when we kissed.
(Audrey had walked up to the open door, hearing them)
Audrey: (Clears her throat) You might wanna shut the door, Pacey. It'll keep the heat in.
Jack: (To Grams) It turns out this stuff is even beyond the academic ability of Joey Potter. I'm telling you, if that isn't a sign to throw in the towel, I don't know what is.
Amy: You're so convinced that she's moved on because, why, she's with another guy?
Amy: Well... you're spending the night with me. Does that mean that you've moved on?
Amy: You are a passionate guy, Mr. Leery. The secret is out, and someday, you are gonna meet someone who drives you absolutely mad, who you are gonna fight with and laugh with and do totally insane things for. Someone who turns your life wildly upside down.
Dawson: (Sighs) I think I've already met that person.
Amy: Really? Why aren't you with her?
Dawson: Bad timing... I suppose.
Dawson: What makes a girl decide to spend the night with a guy she hardly knows?
Amy: The same things that make a guy want to. Of course, with girls, the deciding factor is usually the shoes.
(To Audrey) Joey: Cramming boring, dreary, medieval fairy tales and the inner workings of the fed is hard enough without having to hear a diatribe about your ass. So unless you wanna come visit me at Worcester trade school next year, I suggest you go find your boyfriend and drive him crazy.
Amy: Sometimes you just have to let things go like that.
Dawson: It sounds very smart and practical.
Amy: And a little sad.
Amy: I love movies. I started faking sick in the third grade just so that I could stay home and watch them...
Dawson: I started in the fifth.
Jack: I know we've had our differences, all right? But I'm really trying to clean up my act here, so I'm asking you, as someone who used to hang out with you guys, can you do me a favor?
Blossom: Sorry, but there's just really nothing the brotherhood can do for you. Later, McPhee.
Blossom: Jack McPhee turnin' down alcohol. You live long enough, I guess you see everything, huh?
Alex: You really are a find, aren't you?
Pacey: Oh, yeah, that's what all the girls say right before they see my socks.
Joey: Audrey, if she wants your boyfriend, why would she offer to keep you around?
Audrey: To keep him happy. To keep him off-guard. It's all part of her crafty little plan. Have you ever heard of the expression, "keep your enemies close"?
Joey: Have you ever heard the expression, "you need to be medicated"?
Joey: Pacey doesn't cheat.
Audrey: Oh, yeah? Get this. So he asks "Mrs. Robinson" to give me my job back, and she agrees.
(After having made love)
Dawson: This whole business of people asking each other how it was afterwards comes from movies.
Amy: Sure, it's an expositional device needed because of the cutaway.
Dawson: There's no cutaway in real life.
Amy: No audience to spoon-feed something they weren't allowed to see.
Dawson: I like that.
Audrey: I am a terrible waitress, and everyone knows it.
Pacey: That's not true. You've been getting much better lately.
Audrey: Oh, please. I would've been out of here on day one if it wasn't for my boobs.
Audrey: (To Pacey) Believe me, women speak a shorthand with each other.
Dawson: (Quoting Amy's critic of his movie) "Despite a truly inspired ending which should garner him some attention, Mr. Leery's first effort is at times imitative, derivative, and full of unexplored potential."
Amy: That's not a slam. Hey, you didn't expect me to go easy on you just because we kissed, did you?
Dawson: I'm surprised you didn't critique the kiss.
Amy: Who says I didn't?
Dawson: Have I ever told you you're a very critical person?
Amy: Thank you. We all have our gifts, and some of us have figured out how to scam a living out of 'em.
Grams: (To Jack) To hell with herbal tea. You need coffee, and a lot of it.
Jack: Please don't launch into a speech about "Daniel in the lion's den" right now.
Grams: A little "David and Goliath"?
Grams: Need some new material, eh?
Grams: I'm pulling out the big guns tonight, Jack. Gingko Biloba. Stimulates the memory, improves mental acuity.
Jack: I'm gonna need a lot more than herbal tea to learn this stuff.
Grams: Well, natural ginkgolides and faith... a powerful combination.
Joey: I have major catch-up to do tonight.
Dawson: See, that's what happens when you get yourself a life.
Joey: You know, this is so unfair. I have to spend my entire night preparing for finals tomorrow while you get to watch movies.
Dawson: I have finals. I'm under pressure. I've got 5 movies to get through.
Alex: This is exactly why I'm still single.
Pacey: Why, 'cause you kiss the help?
Alex: No. Because I take getting what I want for granted.
Pacey: I'm really flattered, Alex, but didn't anybody ever tell you that no means no?
Alex: Look, Pacey, I didn't come here to... jump your bones.
(About Alex having kissed Pacey)
Jack: I don't see any reason to tell Audrey.
Pacey: Except I'd feel much less guilty.
Pacey: Boss that kissed me directly after I asked her to give Audrey her job back boss.
Jack: Well, that's sexual harassment.
Jack: I think it's ok to get back to Grams'. She and Mr. Smalls have to be done practicing choir by now.
Pacey: You don't really believe that they asked you to leave so that they could rehearse "Jesus loves me" in private, do you?
Jack: (To Pacey) There's nothin' like gettin' pulled out of a swimming pool face down to make a guy seriously consider changing his ways.
Dawson: Jo, can I ask you a question? Do you like my shoes?
Joey: Yeah, why?
Dawson: Just wonderin'.
Spanish title: Noctámbulos, meaning Night Birds.
Music featured in the episode included:
Lucky This Time by Greg Tannen
Long Gone by Ethyline
Humble Pie by Amy Fairchild
I Must Be Crazy by Pillbox
Lovers by Schiavo
The Long Day Is Over by Norah Jones
Meredtth Salenger is yet another in the line of actors who have also appeared on the series Buffy the Vampire Slayer and/or Angel.
Others include Christian Kane, Ryan Bittle, Mercedes McNab, Jason Behr and Bianca Lawson.
Interesting to note that the working title for this episode was 'Life Without Jen'.
Although featured in the opening credits, Michelle Williams does not appear in this episode.
Amy asks Dawson if he has seen the film Storytelling and he says he has no interest in seeing it.
This is a reference to the fact that James Van Der Beek co-stared in Storytelling until his scenes were cut.
Pacey: But for the fact that honesty is really the cornerstone of a healthy relationship and she kissed her ex-boyfriend at spring break and told me.
This is a reference to episode 5x19 100 Light Years from Home.
Amy: But if you look at it closely, you can see a glimmer of "Annie Hall", a "Twinkle of Manhattan", the promise of "Hannah".
Annie Hall, Manhattan and Hannah are three movies directed by Woody Allen.
Dawson: Woody Allen.
Woody Allen (1935-) is an American film director, writer, actor, comedian, and playwright.
Amy: Yes, I sure do. It's "What's up, tiger Lily?".
What's up, tiger Lily? is a movie directed by Woody Allen.
Dawson: I'd rather be him in "Raiders".
Raiders of the Lost Ark is a 1981 adventure film directed by Steven Spielberg.
Amy: Look at you, all Harrison ford in "Working Girl."
Harrison Ford (1942-) is an Academy Award- and BAFTA-nominated, as well as Golden Globe-winning, American actor.
Working Girl is a 1988 movie directed by Mike Nichols.
Alex: Um, I can take care of myself. Us girls are stronger than you think.
Pacey: Which is exactly what my friend Joey said right before she met up with a 9-millimeter just down the street.
This is a reference to episode 5x15 Dowtonwn Crossing where Joey gets mugged.
Audrey: Oh, yeah? Get this. So he asks Mrs. Robinson to give me my job back, and she agrees.
Mrs. Robinson is a character from Mike Nichols' 1967 movie The Graduate. Mrs. Robinson seduces a recent university graduate way younger than her.
Amy: Name a truly original movie by a first-time director. Dawson: Reservoir Dogs, Les Mistons, Strictly Ballroom, Diner, Maltese Falcon, Body Heat, Clerks, Ordinary People, Say Anything. Reservoir Dogs is the 1992 debut film of director and writer Quentin Tarantino. Les Mistons is the debut film of director François Truffaut. Strictly Ballroom is the debut film of director Baz Luhrmann. Diner is the 1982 debut film written and directed by Barry Levinson. The Maltese Falcon is the 1941 debut movie written and directed by John Huston. Body Heat is the debut film of director Lawrence Kasdan. Clerks is the 1994 debut film written and directed by Kevin Smith. Ordinary People is the debut film of director Robert Redford. Say Anything is the 1989 debut romantic film written and directed by Cameron Crowe.
Amy: Hey, Soderbergh finally found his voice.
Steven Andrew Soderbergh (1963-) is an American film producer, screenwriter, cinematographer, editor, and Academy Award-winning director.
Dawson: "Traffic"? Yeah, yeah.
Traffic is a 2000 crime drama film directed by Steven Soderbergh.
Dawson: I like your place. It's very Bridget-Jones- meets-film-geek.
Bridget Jones is a character of Helen Fielding's 1996 novel Bridget Jones Diary. It chronicles the life of Bridget Jones, a thirty-something single woman living in London.
It was adapted for the big screen in 2001 by Sharon Maguire.
Dawson: "Sex, lies, and videotape" is 14 years old. You're a little late for your review.
Sex, Lies, and Videotape is a 1989 independent film that brought director Steven Soderbergh to prominence.
Joey: Yeah. I'm never going to take a class again where they make you read Beowulf.
Beowulf is an Old English heroic epic poem of anonymous authorship.
Dawson: Oh, sorry. Sorry. It's so hard to believe that the same guy who gave us "Spinal Tap" gave us the "Story of Us".
Spinal Tap and Story of us are two movies directed by Rob Reiner.
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