Dawson takes Jen on a road trip to a small film festival in New Hampshire where his documentary is being honored. The spotlight is intoxicating for both of them as they share one of the single most momentous events in a boy's life.
Meanwhile, Jack brings Joey and Audrey to a frat party under false pretenses; and Pacey takes Karen on a non-romantic date.
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Josephine "Joey" Potter
Jennifer "Jen" Lindley
Pacey J. Witter
Jack McPhee (recurring Season 2)
Evelyn "Grams" Ryan
Dr. Rachel Weir
Goof: When Pacey pulls off his lobster bib and the shot changes to over his shoulder, the bib is still on. Next front shot, the bib is gone.
Famous Firsts: Finally, after five long years, one of television's most famous virgins, Dawson Leery, loses his virginity to Jen.
Charlie: Man, you have managed to land two of the most high maintenance women I have ever met. How did you do it?
Pacey: High maintenance is just another way of saying high quality.
Jen: I wish we didn't have to leave here.
Dawson: So we stay.
Dawson: Yeah. (He dumps his bag out onto the floor) We stay. At least a couple of days. After all, this is the honeymoon suite, right?
Jen: And I am your girlfriend.
Karen: Stick with Brecher, Pacey. He's not such a bad guy. He's got a soft spot for ya. Besides... you're good in there.
Karen: Nobody can save you from yourself.
Karen: Last night was just as much my fault as it was yours. For what it's worth, I don't regret it, not a single second.
Joey: You know, Jack. You grow up in this small town, you know? Thinking you have the most open mind and you're ready for anything. And then you finally hit the big city and, suddenly, there are still so many surprises, like, no matter how open you thought your mind was, there's still so much to learn in sometimes places you never would have even thought.
Joey: If a fraternity is what you need, we need to learn to accept that. I need to learn to be less extreme about it.
Jack: Joey, hmm... there really isn't much I can say to defend the way that I acted last night. It just... it's really hard sometimes, you know? Balancing things out, meeting new friends, trying to bring them together with the... with the old. I don't know.
Joey: It probably doesn't help when the old friends are quick to judge something they... know nothing about.
Audrey: The next time you set me up, it better be with someone secure enough with girls not to resort to, like, muscle and fitness talk.
Danny: I'm sorry that your image of me has been shattered. I never said I was perfect. That's the way things are sometimes.
Pacey: I still quit.
Danny: Fine. That's cool. Karen already beat you to it.
(After having had sex for the first time)
Jen: Look at you smiling.
Dawson: So that's what everyone's talking about.
Jen: That's it.
Dawson: Hmm... it wasn't... what I imagined.
Jen: It's not?
Dawson: No. Everyone always told me your first time is never as good as you'd imagine it to be. That was... every bit the fantasy.
Dawson: I think I'm fully aware of the reason it didn't work out between us.
Dawson: You were never physically attracted to me.
Jen: Is that what you think?
Dawson: Yeah. I think you thought that I was safe.
Dawson: You've somehow managed to figure out a way to be there for me. And that... uh... I'll never be able to put into words what that means to me.
Jen: Listen. I... it's the least I can do for the guy who restores my faith in the opposite sex.
Dawson: (Laughs) I do that?
Jen: Yes, you do do that.
Dawson: Wow. How do I do that?
Jen: Because... eh, um... no. When it didn't work out between us all those years ago, um... you still have managed to give me a place in your heart.
Dawson: For the first time, I was finally able to appreciate what a great father he was and how lucky I was to have known him without feeling guilty. Without feeling like I let him down. I don't wanna jinx anything, but... I dare say I'm happy.
Jack: You know what? Every time something doesn't meet your standard of righteousness, you write it off like it's the worst thing on Earth.
Jack: I feel at home here. For once, I have a family that's not constantly on the brink of self-destruction. I mean, with these guys, I can finally live my life instead of constantly worrying about someone else's.
Joey: Really? Because it feels to me like you're hiding, Jack, like you're pushing us and yourself away, because maybe it's just easier to be another one of the meatheads.
Joey: It's like you just couldn't wait for the moment we got to Boston so you could drop us and get new friends.
Joey: How do you get off talking about Audrey like that?
Jack: You yourself used to talk about her like that. It was just stupid, harmless fun. That's it.
Joey: I can't believe you just said that. Jack, what happened to you? When did you turn into this jerk?
Jen: You're lucky to have me.
Dawson: That's an understatement if I ever heard one.
Oliver: I go to school in Boston. This really weird Visual Arts place full of freaks and misfits. And you know, it might suit you. Yeah, you should, uh, come check it out sometime.
Dawson: Definitely. Thank you. I might.
Oliver: You know, you're really pissing me off, Leery. I mean, I used to take pride in thinking that I was the only geek in America that knew who A.I. Brooks was. Seriously though, man, your flick is fantastic. I'm blown away.
Dawson: Thank you.
Pacey: Did you sleep with me to get back at Brecher? You did, didn't you?
Karen: It's not that simple.
Pacey: No, it is that simple.
Jack: The last thing Audrey is is a prude. I don't know what you're so worried about, man. I mean, Audrey's easy.
Eric: Hey! Mcphee! I'm beginning to think you lied to me, man.
Jack: What are you talking about?
Eric: Audrey. This chick, she's all tease and no please.
Jack: Come on. It's only halfway through the night. I mean, give her some time. She'll come around.
Pacey: Karen Torres, you are a beautiful young woman with fantastic taste in clothing, and although your jokes do tend to bomb, you make up for it with that sparkling smile of yours.
Oliver: Hi. You're really pretty.
Jen: Who's gonna argue?
Jen: Would you please stop putting yourself down? Or I'll have to break up with you.
Dawson: You can't break up with me. You'll never break up with me. The physical attraction is far too strong.
Jen: You got me there, tiger.
Pacey: I know you don't like hearing this, Karen, but you do deserve better than being Brecher's illicit affair. A woman who is as giving and as beautiful as yourself deserves someone who's gonna be there loving you back just as hard.
Pacey: Tonight I have kept us in very crowded places because I wouldn't want you to be tempted to jump me on our non-date evening.
Karen: Well, I mean, you are wearing that really sexy outfit. Damn. Who would have thought you'd clean up so good?
Joey: You know, Jen should be sharing in this pain right now. I should call her.
Jack: No, can't do that. She's gone for the weekend with Dawson.
Joey: I really don't know what the big deal is. I mean as much as I want to give Jack credit, I'm sure it's just another night of frat debauchery masquerading as an event.
Audrey: Ok, killjoy. First off, Jack said this Eric guy is hella'cute, which right off, sounds pretty interesting to me. And secondly, for someone as progressive as you, it's amazing how closed-minded you are about frats.
Joey: The words "progressive" and "frat" do not belong together in the same sentence.
Jen: This is supposed to be the other way around. I'm supposed to be consoling you, you know?
Dawson: No, please. It's the least I can do. And believe it or not, it's helping me. A lot.
Dawson: Jen, there's nothing wrong with you.
Jen: (About Charlie) It's just... all this time, I thought he was cheating on us on equal ground, you know? But, no, she got to be the girlfriend and I was just the... floozie.
Nora: I know I should be puking at the mere mention of Charlie's name, but I find myself daydreaming about him. His latest attempt to won us back with that whole "I've changed" pitch.
Jen: Uh, wait. Which "I've changed" pitch?
Nora: You know, all those corny love letters he keeps sending. Doesn't it seem sometimes, you know, in that moment you crawl into bed alone, like, "Hey, maybe he really did change"?
Jen: Gosh. I don't know which love letters you mean.
Dawson: It's all my friends. It's like, they... it's been 2 months, and everybody's still... they're holding things back from me, like they're trying to protect me. I mean, they look at me like this... as this... fragile, breakable thing instead of just Dawson, the person. And I know they mean well. It's just... it makes it virtually impossible to move on.
Pacey: I'm here to ask you out, Karen.
Karen: I can't go on a date with you, Pacey.
Pacey: Ok, that's fine. Then you don't really have to think of it as a date so much. You can think of it as an opportunity to compare and contrast. A free trial run of a life without heartache.
Pacey: You're talking to the king of directionless himself. What do you think I was doing with all those years of high school folly? I was perfecting the life without purpose.
Dawson: I can't figure out what the hell to do with myself.
Pacey: And you're definitely not gonna go back to USC, Huh?
Dawson: No, and that I know is a right decision. But unfortunately, it's about all I know.
(Jen crying to Dawson about Charlie)
Jen: I want corny love letters. I just don't understand why he chose her and not me. Is there something wrong with me?
Jen: I just feel awkward and there's too much at stake for me to just let it slide.
Dawson: What do you mean?
Jen: I don't know. Part of me wishes that last night could just be, um, a beautiful memory and the other part of me knows that sex changes everything and I just don't want to loose our friendship.
Dawson: Ok. You're not going to loose my friendship. I promise. Ok and yes, sex does change things, but who says it has to be for the worst?
Jen: What does that mean?
Dawson: I don't know. I don't know. If I told you I knew where this was leading I'd be lying to you, because I don't. All I know is, it happened last night and it felt right. And if sex changes things, I say bring it on. I'm ready to explore that.
Jen: Ok, I'm in.
Joey: Hey Jen, um, speaking of the men in our lives, how's Dawson these days?
Jen: You're asking me?
Joey: Well it's... you know? I haven't seen him for a while and I know you two hang out. Guess I just needed to know that he's doing alright.
Jen: He's better. He, um... he's been seeing a shrink, which I think is really good for him, you know? He's going to be fine.
Joey: That's exactly what I needed to hear. It's been, um... it's been kind of hard getting use to not being the one to see him through this, you know. I think I'm finally ok with it, which it's even harder to admit without feeling like a total jerk.
Jen: Oh, Joey stop it. You're not a jerk.
Joey: Well, I've been meaning to tell you that I can't think of a better person to be there for him than you. I'm really glad that you're there for him.
Dawson meets a film-maker named "Oliver Chirchick". It sounds more than coincidental that, according to the end credits, there is a crew member on Dawson's Creek with the name Alissa Chirchick, Production Secretary. Apparently this is an inside joke, used as 'Easter Eggs' by naming characters after crew members.
Music featured in the episode included:
Ride by Liz Phair
Thinking Amelia by Deb Talan
Four Leaf Clover by Abra Moore
Every Reason by Smalltown Poets
Jello by Arlibido
The Moon And The Sun by Heidi Berry
12th & Middle by Brandtson
Stay A While by The Underwolves
Guest star Jordan Bridges (Oliver Chirchick) has a famous family that includes his father Beau Bridges, uncle Jeff Bridges and grandfather Lloyd Bridges.
The episode title Hotel New Hampshire is a clever reference to the 1984 movie The Hotel New Hampshire which starred Beau Bridges, the father of guest star Jordan Bridges.
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