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Josephine "Joey" Potter
Jennifer "Jen" Lindley
Pacey J. Witter
Evelyn "Grams" Ryan
Pacey tells Audrey that he has had sex with six girls. Those girls are: Tamara Jacobs, Andie, Joey, Melanie, Karen, and the girl whose name he couldn't remember.
When Pacey and Audrey are in bed at Pacey's boss' house, he appears to be wearing a tank-top and loose boxers. However, tighter white briefs under the boxers are noticeable, which happen to be his real underwear and that were censored for being too revealing.
Audrey: I've slept with 27 people.
Film Geek: (Overhearing) Rock and roll.
(To Amy, about his movie)
Dawson: It's too long, the music is temp, the mix is unfinished, transfer is ugly, we still don't have a title, but, uh... what you're about to see is a labor of love, and not just for Oliver and myself, but for everybody in this room who gave of their time and their energy and their talent. And, uh... we might be the only people to ever see this thing up on the screen, but it doesn't matter because it is and it always will be a snapshot of who we are at this particular moment in time.
Charlie: I was hoping that maybe you might let me sit next to you, and then, possibly, if I just sat there, then, maybe... whatever happened to make you like me, well, maybe it could happen again.
Joey: Don't get your hopes up.
Charlie: (Chuckles) Too late.
Charlie: I do wanna ask you out. Very much. Very, very much. And, you know, you... (Chuckles) ...you... you make me nervous.
Joey: I know I do.
Oliver: Oh, my gosh, you did it. You got her back. How did you get her back?
Dawson: I made out with her.
Amy: It's not the movie you're afraid isn't complete. It's you, and you should be afraid of that because you're not complete, not yet. In fact, you may never be. But you keep looking, and you keep making movies, and you keep showing them to people, and that's what being a filmmaker is.
Dawson: Good insight.
Pacey: So long as I retain the full range of motion from the neck up, you can do whatever you like.
Pacey: I have totally and completely fallen for you. Mmm. You move me, Audrey. All over the place.
Amy: Uh, do me a favor.
Amy: Kiss me.
(About his movie)
Dawson: I've had this truly bizarre, life-altering year. I... I dropped out of USC to be with this girl who I've loved in one way or another for pretty much my whole life, and then my father died, which completely rocked my universe, and then I jumped headfirst into this really intense relationship with this other girl, and we just broke up, and--and the movie has nothing to do with any of these things, but in a way, it has to do with all of them.
Dawson: I have no idea why you should come see this movie. I don't even know if it's good or not. I mean, it's... Oliver loves it, but, let's face it: He might be mildly insane. My best friend Joey really liked it, but she might just be impressed that it's in focus.
Jen: No matter how many good-looking boys consistently disappoint us or how many times we're convinced that this universe is going to begin and end with one of these moronic losers, that someday when all of this crap is over with, there might be our very own Clifton smalls waiting for us.
Joey: You have a good point.
Oliver: I know that I'm not particularly slick or, say, socially adept, and I know that I'm not the kind of guy that women look at and say, "whoa. Check him out." But I'm gonna blow your mind in a million different ways that you've never even imagined.
Pacey: You know, she's smart, she's funny, she has no idea how beautiful she is, and she's always saying the thing you don't expect, you know? She's constantly surprising me, keeping me on my toes. Like, for instance, right now, I bet she's standing right behind me, isn't she?
Joey: You're thinking that I'm the most attractive and formidable woman you've ever been in the same room with. Though you're terrified of rejection, you like me and you want to take me out on a proper date.
Joey: You know, you're not nearly as cool as you think you are, Charlie Todd.
Charlie: You know, all evidence to the contrary, I'm exactly as cool as I think I am.
Audrey: She said that when it comes to men and sex, a slight variation on the truth is always preferable to the actual truth.
Joey: Audrey, that's terrible advice. Mercedes Lowenstein is an idiot.
Audrey: No. Mercedes Lowenstein is a whore.
(To Joey, about the number of guys she's slept with)
Audrey: I may have adjusted the number slightly. A little creative math.
Audrey: Joey, I need a pow-wow.
Audrey: Hello? Does the expression "bros before hos" mean anything to you?
Joey: Yes, princess.
(After Dawson has offended Amy)
Oliver: You have to get her back, apologize, kiss her ass, do whatever it is you have to do, just get her back.
Dawson: All right. All right, fine. What are you gonna do?
Oliver: I'm gonna go hit on your ex-girlfriend.
Amy: (To Dawson and Oliver) Ok. What's goin' on here? You geeks planning on showing this thing, or are you just gonna act it out for us?
Dawson: You're a sentimental drama queen with really crappy taste in movies.
Amy: Wow! What is your name, little man?
Dawson: Dawson. Dawson leery.
Amy: Oh! (Laughs)
Amy: Nice to meet you, Dawson. My name is Amy Lloyd. I'm the film critic for the Boston weekly. I'm here to review your movie.
Clifton: (To Jen) Your grandmother told me you were very beautiful, but I guess words can't quite convey a thing like that.
(Audrey asks Joey if she should tell Pacey about her former intimate life)
Joey: It depends.
Audrey: On what?
Joey: On how many guys you've slept with.
Audrey: You don't wanna know how many men I've slept with, Pacey. Trust me. You think you do right now, but once I've told you, you'd wish I hadn't.
(After having sex)
Pacey: I am more glad. I am gladder. Gladdest. And I can't feel anything below my waist. Is that supposed to happen?
Audrey: Give me another hour, you'll be in a coma.
(About the sex they just had)
Pacey: (Panting) Where... on Earth... did you learn how to do that?
Audrey: National geographic.
(To Dawson, about Jen)
Oliver: Would it be a problem if I were to, say, ask her out?
(To Dawson about Jen)
Oliver: You dated her for months. She helped you grieve. She robbed you of your precious flower, right? I mean, I don't care how cool you wanna play that off, but that means something.
Joey: he was a jerk to Jen, but I think that was more out of fear than anything else.
(About Dawson and Oliver's movie)
Joey: It's a pretty amazing thing to be there for the moment your best friend becomes exactly what he's dreamt about his entire life.
Dawson: You were crying. That's a good thing, right?
Joey: Not unless I was bored to tears.
Dawson: See, that's just mean.
Charlie: I am the devil!
Charlie: (To Joey) No, I was going to say that I want to take you into the bathroom and do ungodly things to you.
Spanish title: Jugar con Fuego, meaning Play with Fire.
In the first season, Grams condemned Bessie for dating an African American man and now she is doing the same thing she condemned Bessie for.
Music featured in the episode included:
SOS by Nick Nolan
Johnny 9 by Zac Maloy
Why by Donatella
Writer Jonathan Kasdan briefly appears as "gawky-looking kid".
Dawson: By the way, mine is Road House... with Patrick Swayze? I've seen it, like 37 times.
Road House is a 1989 film directed by Rowdy Herrington and starring Patrick Swayze as the top bouncer at a seedy roadside bar.
Patrick Wayne Swayze (1952-2009) is an American dancer, actor, and songwriter.
Dawson: That's not true. Roger Ebert has fans. Harry Knowles has fans. Roger Joseph Ebert (1942-2013) is a Pulitzer Prize-winning American film critic and screenwriter. Harry Jay Knowles (1971-) is an American online film critic known for his movie news and review website, "Ain't It Cool News."
Joey: Charlie. You must have moved through the paparazzi line rather quickly. Speaking of which, where's the fiancée? Where's Gwyneth Paltrow? Out sick tonight?
Gwyneth Kate Paltrow (1972-) is an Academy Award, Golden Globe and double Screen Actors Guild Award winning American actress.
Amy: Hardball. Keanu Reeves coaches this inner-city little league team and, in the process, changes their lives for the better. I lost it. I mean, I cried like a baby. I saw it in the theater 5 times.
Hardball is a 2001 American film directed by Brian Robbins.
Keanu Charles Reeves (1964-) is a Canadian actor.
Dawson: Run Lola run.
Run Lola Run is a 1998 film by German screenwriter and director Tom Tykwer.
Audrey: Have you ever heard of Emmanuelle, Lady Chatterley, Madonna?
Emmanuelle is the lead character in a series of French softcore erotic movies based on a character created by Emmanuelle Arsan in the novel Emmanuelle (1959).
Lady Chatterley's Lover is a novel by D. H. Lawrence written in 1928.
The publication of the book caused a scandal due to its explicit sex scenes.
Madonna Louise Ciccone Ritchie (1958-), known as Madonna, is an American recording artist and entertainer.
Dawson: I feel like I'm working with Gilbert Godfrey.
Gilbert Gottfried (1955-) is an American stand-up comedian and actor whose most salient feature is a distinctively loud, rasping, grating voice that has been described as "eternally obnoxious".
Dawson: Are you joking? It's... it's way too long, it's like the English Patient without the laughs.
The English Patient is a 1996 film adaptation of the novel by the same name by Michael Ondaatje. The film, directed by Anthony Minghella, won nine Academy Awards, including Best Picture.
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