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Josephine "Joey" Potter
Jennifer "Jen" Lindley
Pacey J. Witter
Jack McPhee (recurring Season 2)
Evelyn "Grams" Ryan
Hell's Belles Singer #1
Goof: When Pacey and Denise are kissing in the hallway of the hotel outside of Pacey's room and she reaches into his pockets to get the key out you can see that the door is already partially opened. Before she reached into his pocket, Pacey had reached back to try and open the door without the key and it appeared to open slightly and then when he used to key it seemed like the door was never locked in the first place.
Goof: When Jack is talking to Professor Freeman outside the book signing, the professor's hair changes from having a strand hanging off his right forehead to being back in place, while his arms were down by his side the entire time.
Goof: When Joey and Eddie are talking at the doorway of her dorm room, a short brunette appears walking around the corner of the hallway behind Eddie. A short time later, the same girl walks by in the hallway behind Eddie, when she should have already walked past him in the time allotted before she is seen again.
In the bar (near the end) when Eddie is trying to clean up and he and Joey are "exchanging words", Joey's sleeves on her sweater go from pushed up to pulled down in different shots.
Eddie: I'd like to get to know you and prove myself wrong.
Eddie: Thinking you represent everything I hate. I think you just might represent everything I'm missing. Hoo, ok, so... it's a date. See you later, Joey.
Eddie: Me, you. It didn't feel good.
Joey: What part?
Eddie: The not pursuing it part.
Eddie: Last night I said a lot of things I didn't mean.
Joey: Yeah, like what things?
Eddie: Many things. It could be that I have some unresolved anger towards society that has nothing to do with you.
Rich: (To Pacey) When are you gonna realize fighting the good fight's not worth it?
Pacey: I forgot that about you. It all relates back to money. You buy your friends, you buy your women, you buy women for your friends. That way it's clean, it's easy. No emotion, right? Well, let me tell you, Rich. The only favor I want you to do for me is take me off your charity list. 'Cause you're pathetic, man.
C.J.: (To Audrey) You know, your friends were just trying to let you know they cared. Maybe they didn't go about it the right way.
Jen: (To C.J.) You told me once that I should change my mind about myself, and I think that you should probably do the same thing.
Denise: Just most guys don't bother with the obligatory foreplay. Which is greatly appreciated and all, but I'm kind of a sure thing.
Pacey: Ok, well, I'll do my best to not tend to any of your needs, but I can't promise anything.
Eddie: This little dance we do, it's nothing more than that. It's just flirting.
Joey: You don't think there's anything more here?
Eddie: I don't think there's anything good.
Eddie: (About the incident with Audrey) What would've made me feel better is if you would've defended me. If you had mentally shown up there, Joey, that might've been nice.
Eddie: I've had a hard time talking to you because I can't figure out who I'm talking to. Is this Joey Potter my bartending buddy, or is this Joey Potter who runs with the Worthington elite?
Joey: That's funny. I thought there was more of an intimate middle ground.
C.J.: You were the guy at the party who told everybody exactly what they didn't want to hear and then alienating the one person that you cared about. So, there's that, which is why I don't date anymore.
Jen: I really... I don't think you have to be so hard on yourself. I... we all mess up.
Jen: Audrey's one of the few people that I know who seemed to enter the fold well adjusted and confident. She made all of us seem dramatic.
C.J.: It's hard to keep putting up a front like that, once people expect it from you.
Professor Freeman: A week ago I was this unavailable married man. There used to be about 6 different versions of myself I presented to the world. Now there's just... this. And now I kind of wish I'd noticed it sooner. Or that I'd noticed you. Maybe it's too late. You tell me. (Tries to kiss Jack but he stops him).
Jack: I can't. I'm sorry, I can't. I've kept someone waiting all night that the timing was actually right with.
Audrey: All we do is we sit around and we drink soda and we talk about how glad we are that we're all friends, which is ridiculous, Joey, because what kind of friend wouldn't know that I broke up with my boyfriend?
Joey: You know what, Audrey? I said I was sorry about that.
Audrey: You know what? I don't even care. I just don't want someone who's completely dropped out of my life suddenly judging it. I mean, did you even notice that I was depressed fore I upset your little boyfriend from southie?
Joey: Eddie is not my boyfriend.
Audrey: Right. I think it's really frigging pathetic that that's the only thing you had the need to comment on.
Audrey: Don't feed me a bunch of crap about how you don't need to drink or do drugs to have fun because I've given it some thought, and you know what? I've never seen you have fun a day in my life. Except for that whole singing thing, and even then you were just imitating me.
Joey: Ok, you know what? Maybe we should just save this for the morning because we don't want to say anything we'll regret.
Audrey: (To Joey) I feel like I don't want to have a soulful exchange about how I'm bad and you're good, if that's what you mean.
Joey: Audrey, not to sound like an after school special, but this kind of isn't like you.
Audrey: And what exactly is like me? You know, I could've been an alkie since age 6.
Joey: (About Audrey) I'm not her keeper.
Eddie: No, it's worse actually. You're her friend.
Eddie: It seems to me you're already wasted.
Audrey: Well, who's fault is that?
Eddie: Uh, yours.
Audrey: Yeah, well, you served me, sucker.
Eddie: Yeah, now I'm cutting you off. Looks like you're gonna have to listen to yourself sing sober.
Pacey: (About Rich) I'm sure you're used to having men saying all kinds of inappropriate things to you all the time.
Denise: I am. I'm not used to them leaving their considerably more attractive and likable friends behind.
Rich: Might I say, Denise, that you have breasts that are begging to be touched.
Denise: Oh, that's a coincidence, since you apparently have testicles that are begging to be castrated.
Jen: (About Audrey) She doesn't look depressed.
C.J.: Well, it's easy not to look it when you're doing you're damndest not to feel it... or anything, for that matter.
Jen: I have no idea what is keeping Jack, David. I'm sure it's... it's a hair-related issue.
David: Nah, it's ok. It's flattering to think that each carefully misplaced strand might be for me.
Rich: I thought you'd be my only competition. You're making this too easy.
Pacey: Well, look, Rinaldi, it would be a lot different if I was actually in this game, which I'm not because women do actually like the sensitive type.
Jack: (To C.J.) You know Audrey. The one that's guaranteed to entertain.
David: C.J. Doesn't really date.
Jen: What? Does he just jump straight into the sack? Coffee to condoms? What are we talking here?
David: Um, no. You see, I mean, he doesn't date at all. Well, his life is sort of complicated.
David: Would you maybe want to go out tonight, Jack?
Jen: I cannot believe that you just did that.
Jen: No hedging, no subtext. No horrible puns. Gays have it so easy. Straight boys are never so... straight.
Jen: Where have all my sex clothes gone? Pacey Witter has pillaged my fashion sense.
Joey: You mean there are clothes out there that actually show off your chest even more?
Jen: God. Cracking this C.J. Case is proving far too difficult for the delicate likes of me.
Jen: So what is going on with you and this David fellow?
Jack: Keep to your own furtive gropings, thank you very much.
Joey: It's no fun without you. No one to contest my opinions with snarky feedback. I'm starting to feel smart or something.
Eddie: Yeah, well, finals should nip that pesky ego in the butt.
When Pacey and Denise go back to his hotel room in New Orleans, you can see that the room number is 27. The number 27 apparently has some significance to the show, as they seem to be using it a lot: Joey and Audrey's dorm room for both years(seasons 5 and 6) was 27 and Joey left 27 phone messages to Professor Hetson in 6x09 Everything puts together falls apart.
Music featured in the episode included:
Kind Of Girl by Annie Minogue
On The Prowl by Walter "Wolfman" Washington
While You're Here by Ali Handal
Bad Girls by Nigel Mack
One Way Or Another by Busy Philipps
No Signs Of Pain by Azure Ray
The Seduction Of Mrs. Nielsen by JP
Greasy Money by Kenny Greenberg
Orange Sky by Alexi Murdoch
Although being featured in the opening credits, James Van Der Beek does not appear in this episode.
Jen: Uh, not so Jennifer Jason Leigh in Georgia, no.
Jennifer Jason Leigh is an American actress.
Emma: Hey, spread the joy on stage, Courtney Love.
Courtney Love is an American rock musician and actress.
Audrey: It's like this bar's run by Donna Reed and Mr. Rogers.
Donna Reed (1921-1986) was an American actress.
Jack: Yeah, some of my friends assumed that your class was cultural Cliff notes which would pretty much make it Entertainment Weekly, I guess.
Cliff Notes are a series of student study guides.
Entertainment Weekly is a magazine published by Time Inc.
Joey: Your whole Sam/Diane class argument thing, it's very weak.
Sam and Diane are the protagonists of of the show Cheers.
Eddie: Diane Chambers is an extremely well-read character.
Diane Chambers is the character portrayed by Shelley Long on the show Cheers.
Joey: We're ending Gravity's Rainbow, and Heston spent a good 5 minutes insisting I'd never understand the experimental ramblings.
Gravity's Rainbow is a novel by Thomas Pynchon.
Rich: Just admit that first class, free hotel rooms, and good old southern girls who learned to drink before you played Nintendo are all too good to pass up.
Nintendo is a multinational Japanese video game comapny.
Jack: Jen, will you stop using my friend as your deep throat, please? Deep Throat was the name of Washington Post secret informant during the Watergate scandal. Since Jen is asking David for information about CJ, it is likely that Jack is alluding to this fact.
Jen: Jack, have you ever noticed how much your apartment looks like the one on My two dads?
My Two Dads is a sitcom starring Staci Keanan, Paul Reiser and Greg Evigan.
Joey: You decided to bless the orphans of the world your Betsy Johnsons?
Betsey Johnson is a fashion designer best known for her feminine and whimsical designs.
Eddie: (To Joey) Yeah. Yeah. We're a regular Sam and Diane.
Sam and Diane are two fictional characters of the tv show Cheers.
The episode title Ego Tripping at the Gates of Hell is the name of an album by the group The Flaming Lips.
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