Film-buff Dawson finds his best friend, Joey, growing jealous of his attraction to a neighbor's granddaughter. Meanwhile, pal Pacey falls in love with a mystery woman, who is really a teacher at Capeside.

Dawson casts Jen as the new leading lady in his film, but creates a messy off-camera scene during her date at the school dance. Meanwhile, Joey confronts Mrs. Leery about her liaisons; and Pacey gets under Tamara's skin with his public flirting.

While working on the film class's movies, team player Dawson has a hard time being stuck in the background. Meanwhile as he plots to give Jen the "perfect kiss", Joey is swept away by a handsome stranger and Pacey tries to graduate to manhood.

Dawson turns to Jen after learning of his mom's affair, and Joey's knowledge of it. But he regrets doing so when she tells him some of her problems; meanwhile Pacey and Tamara continue to tempt fate with their fling.

Professor Heston orders Joey to baby-sit for Harley to make sure she does her homework. But Joey ends up serving as relationship counselor when she finds Harley's boyfriend, Patrick, hiding in the house and he starts to drool over Joey. Meanwhile, Dawson pays a visit to his past when he's asked to speak on Mr. Gold's class at Capeside High about how it is to be working in L.A. Dawson has a student, named George, show him his movie in which he realizes that he's moved on from the teenager he once was. Pacey also returns to Capeside when his father is admitted to the hospital after suffering a heart attack where Pacey has an argument with his brother, Doug, about the way Pacey's been treating the family by shutting them out.