Audrey keeps using which has become a recurrent expression of hers this season: Sucks to be you.
Both Bob and Audrey use the same terms to explain their sexual encounter.
Bob: Well, we didn't really do much talkin', if you know what I mean.
Audrey: Oh, we didn't really do a lot of talking, if you know what I mean.
Eddie has a sister who (most conveniently) lives in California.
Despite we see Joey in a rush trying to get to class and printing out a paper she obviously has to turn in, she decides to ditch school and join in the drive across country when Eddie shows at her door. It sounds so out of character for Joey, especially having her Scholarship in jeopardy having failed a grade on the midterm.
Goof: Eddie, Joey, Audrey and Bob are in the midst of their drive when Audrey wakes up from a nap and asks where they are, to which Joey responds, "North Carolina." Unless they are taking the scenic route, no one would drive from Massachusetts to California and pass through North Carolina on the way. This could be a little joke since the show was filmed in NC, but still makes no sense logically where the show is concerned. No one would drive south when where they're headed is due west.
Goof: When Eddie and Joey drop Audrey outside her parents' house in California, you see Eddie unloading luggage onto the curb while he and Audrey talk.
However, once Audrey and Joey say goodbye, and the truck pulls away, Audrey and Bob walk to the house; there is no luggage in sight.
Joey: (To Eddie) You might just be the sweetest, nicest surprise that's ever happened to me. I guess that's my way of saying... I love you, too. If you don't mind, I'm gonna keep on loving you for as long as I can.
Joey: You're probably gonna meet some willowy blonde poet chick, and before you know it, Joey Potter will just be some drama queen you knew when.
Eddie: No, not gonna happen.
Eddie: This is a world so far removed from anything that I know, that I can't even... I can't even process it.
Joey: That doesn't mean that you don't belong here.
Natasha: (To Dawson) There will be other actresses. But I was the first, and don't you forget it.
Natasha: (To Dawson) The other day, watching you take control of the movie, I don't think I've ever been so proud of anyone in my life.
Natasha: (To Dawson) You'll be directing some big movie and be kind enough to throw me a bone and cast me, then we'll have another fabulous whirlwind romance, which will totally screw up both of our marriages, but it'll be totally worth it.
Dawson: (To Natasha) This is about sex, which is not the worst thing in the world. I just wasn't used to it. Every relationship I've ever had, I've taken so damn seriously, I think I just forgot how to have fun.
Audrey: Come on, Bob, you got some work to do. You and I stopped in Vegas, we got married.
Bob: We did?
Audrey: No, but that's what we're gonna tell my parents. It'll freak 'em out, take their mind off the other thing.
Audrey: (To Joey about Eddie) It's time, you know. Joey, you have to let him go.
Audrey: (To Joey) Who would've thought that the skinny, uptight prude I met at the beginning of my freshman year would be my best friend in the whole world?
Audrey: (To Joey) It's gonna be hard because first I gotta figure out why I'm so friggin' unhappy.
Audrey: (To Eddie about Joey) She might not want to give you the satisfaction of knowing this, but you're gonna go down in the books as one of the great loves of Joey Potter's life.
Eddie: Once you get past the obnoxiousness and the petty bitchery, you're not so bad, you know? You're kinda funny, Audrey.
Audrey: Well, you're not so bad yourself, Eddie Doling.
(Joey is amazed at Audrey's parents' house in LA)
Audrey: Yeah. Kinda tacky, I know. The one in Malibu's much nicer.
Dawson: Sorry I had to yell at you.
Natasha: Don't be sorry. Kinda turned me on, actually.
Jen: You think I'm amazing?
C.J.: Pretty much.
Audrey: (After almost being raped while drunk) I think I'm ready to go to rehab.
Man: The way you were shaking your money-maker up there on stage, I could give a damn how you kiss.
Audrey: Ok, now you're just getting rude.
Man: Hey, all I care about is getting naked with you.
Audrey: Well, this is one hell of a pick-up truck you got there, chief. And kudos to you, man, for not skimping on the monster truck tires. Rock on, dude. (She turns to walk back inside, but he stops her)
Man: Hey, hey, hey, where you goin'? Why don't you climb on in, check out the stereo?
Dawson: All right, people, let's move! 'Cause I will fire you, and I will humiliate you, and I will do it well because I learned from the master.
Bill: You mumble some derisive comment, when you should be going to see your doctor.
Grams: What are you talking about? Why should I go see my doctor?
Bill: So he can remove that polar icecap you got wedged up your butt.
Natasha: (To Dawson) You're not back home making some silly little movie with your silly little friends. This is a whole different world with its own code of conduct. Here, you are not entitled to anyone's respect or admiration. You have to earn it. Hey, you are guilty until proven competent. You walk around like a deer in the headlights, you will get run down. Simple as that.
Eddie: This is probably gonna sound, gonna sound cheesy, but... I've never cared about anyone the way I care about you. But it's too late. I screwed up. But the way I feel about you? I love you, Joey.
Joey: You're right. It did sound cheesy. 'Cause you know what, Eddie? I can't for the life of me figure out how loving somebody translates into leaving them behind.
Joey: (To Eddie) I'm having trouble letting you go.
Eddie: (To Joey about Audrey) You can't help her, Jo. That girl doesn't want anyone's help.
Joey: (To Eddie) I'm not gonna shake my ass just to get a ride.
Jen: (About Grams) She's a freak. She's a thoroughly lovable freak, but she's a freak, nonetheless.
Audrey: This little road trip idea of yours, it certainly makes for a handy-dandy excuse to spend some quality time with your working class hero, now, doesn't it, Joey?
Joey: You know what? You're very wrong about that.
Audrey: (To Joey about her mum) I'm not going to rehab, ok? I already told you that. And if she's so worried about me, then where the hell is she? I mean did she fly out here when she heard that I was in trouble? No. She put me on a plane. And you wanna know something? You're no better.
Audrey: (To Joey about Eddie) He basically just reveal himself as a major league scum sucker with his little disappearing act? He bailed on you. Not exactly behavior becoming the world's best boyfriend now, is it?
Audrey: This car's a piece of crap.
Eddie: I'm sure it pales in comparison to whatever trendy little BMW you have waiting for you back in 90210land, but this is all I have.
Hollywood producer: (To Dawson) Don't lie to me. You're behind, the dailies are weak, was supposed to be 3 days of reshoots, now looks like 5. You have a meltdown on your hands here, Dawson. How you deal with this will define your career. Other than that, keep up the good work, sweetie pie.
Bob: (To Audrey) You told her I was an outstanding lay.
Audrey: Ehh... it was a little brief. Don't you think?
Bob: (To Audrey) When you're done with your whole little, uh, rehab thing, if you're, uh, in the market for a new addiction, I know this drug called b-o-b.
Joey: (To Eddie) This from a guy who dropped out of my life without so much as a passive-aggressive e-mail? How does that fit into your definition of simple human kindness?
Bob: (To Audrey) You know, you have really beautiful breasts. And someone should tell you that every day.
Joey: (About Bob) You don't even like him.
Audrey: Sure, I do. He's 21. He can buy us drinks.
Audrey: (About Joey and Eddie) What the hell is he doin' here? I thought you two were splits Ville.
Joey: Nice to see you, too, Audrey. You didn't show up for rehab.
Audrey: You know, you've really got an eye for the detail.
Joey: You spent the night with my friend, and you don't even know her name?
Bob: Well, we didn't really do much talkin', if you know what I mean.
Jen: Clifton Smalls is Jewish?
Grams: He most certainly is. Jennifer, I can't do that. I can't turn my back on my faith.
Grams: I think Clifton Smalls and I have just broken up.
Jen: No! I thought you two were terminally smitten.
Dawson: Don't worry. I plan to shoot it very tastefully.
Natasha: Oh. Good to know, Dawson. But I'm not getting naked.
Natasha: Who wrote this crap?
Dawson: I did.
Dawson: What would you suggest?
Frank: I don't know. A couple years of film school, maybe. That chair doesn't make you a director, kid.
Joey: Remember how you said you owed me big time?
Joey: I may be collecting a lot sooner than I thought.
Eddie: (To Joey) I know you hate my guts... but you think a hug would be out of the question?
Eddie: Thank you... for everything. I owe you big time, Joey Potter.
Eddie: (To Joey) Believe it or not, Hetson actually wrote me a recommendation.
Eddie: You're 10 times sexier when you're angry. And you seem to be angry at me a lot. Lucky me, I guess.
Audrey: Thank you for... for everything... for not giving up on me and all that. I kinda love you for it.
Joey: You're a royal pain, and I love you, too.
Joey: And if you do have sex with Ben Affleck, call me. I want to hear how it is.
Audrey: Oh, well, you will get one. Ok. I shall return. And when I do, I will be clean, sober, and a hell of a lot more boring.
Audrey: Joey Potter... you are a dream. And don't you forget it.
Joey: (Holding up a sweater) Do you want this?
Audrey: Mmm...no. That doesn't accentuate the rack enough.
Joey: Audrey, you're going to rehab. I think you might want to focus more on getting better and less on getting laid.
Audrey: Well, I don't see why a girl can't do both.
Joey: Audrey. You have a problem. A big problem. You need help. You need to be around people who love and care about you.
Audrey: Right. And those people would be?
Joey: Your parents?
Audrey: I don't want to go to rehab.
Joey: Too bad, sister. You're going.
Audrey: Joey, I gotta tell you something. I read the brochures, and it doesn't look like a whole lot of fun.
Music featured in the episode included:
Over The Top by Heavy Stud
Move To Bremerton by MxPx
Sour Mash by The Gentlemen
Overdrive by Foo Fighters
Total Eclipse Of The Heart by Busy Philipps
Tidza by Big Bad Bollocks
Staging The Plaguing Of The Raised Platform by Cornershop
True (With You) by Wild Colonials
Guest star Seth Rogen worked previously with Busy Philipps on two other shows.
First they played friends on NBC's Freaks and Geeks, then they played boyfriend and girlfriend on Fox's Undeclared. Both shows only lasted one season each and were produced by the same people.
Eddie: I've been thinking a lot about what you said that night. About taking chances, you know? This is an allusion to episode 6x12 All the right moves: Joey: You told me that you wanted to be one of those people that took chances. And to episode 6x04 Instant Karma!: Eddie: ...this celebration of madness about people who aren't afraid, who take chances, people who really live. And I guess that I've always... wanted to be one of those people, you know?
Eddie: I won't keep you. I... I just wanted to say good-bye.
Joey: Really. 'Cause that's not really your style, is it?
Allusion to episode 6x11 Day out of days.
Jen: The last boy I liked slept with my friend.
Allusion to episode 6x07 Ego Tripping at the gates of hell where Audrey and C.J. slept together.
Joey: Remember how everyone in bean town loves you to death.
Bean town is a colloquial name for the city of Boston.
Man: I got the new Metallica.
Metallica is an American heavy metal band that was formed in the early 1980's.
Jen: I found her this morning staring at the phone, listening to Lionel Ritchie.
Lionel Ritchie (1949-) is an American singer, songwriter and actor.
Audrey: Since when are you in such a rush to defend Blue Collar Robby?
Allusion to the tv show Blue Collar.
Eddie: It pales in comparison to whatever trendy little BMW you have waiting for you back in 90210-land.
Allusion to the show Beverly Hills 90210.
Bob: ...and then you went all hellcat on me.
Hellcats are panther like monsters from the fantasy movie The Chronicles of Riddick.
Audrey: We should stop and smell the roses!
Stop and smell the roses is a 1981 album by Ringo Starr.
Audrey: The south will rise again.
The south will rise again is a popular southern expression wishing for the south to acquire the prominence and power it had in the mid 1800's.
Bob: That's where Ozzy lives.
C.J.: ...they were just like Ozzy and Sharon.
Ozzie Osbourne (1948-) is a British singer who acquired fame as the leader of the heavy metal band Black Sabbath. Sharon Osbourne is his wife.
Bob: Hear that, Veronica? Betty thinks I'm an outstanding lay.
Betty and Veronica are characters from the show Veronica Mars.
Audrey: I did this Guns N' Roses song.
Guns N' Roses is an American rock band led by Axl Rose.
Audrey: I will be clean, sober and a hell of a lot more boring.
Clean and sober is the title of next episode, 6x14.
Joey: They're in here along with the stack of In Style and a tape full of Trading Spaces that I made for you.
In Style and Trading Spaces are two fashion and decoration magazines.
Audrey: Did you pack my Jane magazines?
Jane was an American magazine targeted to women between 18-34 years of age.
Audrey: I mean, what if Ben Affleck is there?
Ben Affleck (1972-) is an American actor and director.
Joey: Audrey, do you remember how I found you unconscious the other night?
This is an allusion to episode 6x12 All the right moves.
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