It's the night of the school dance. Dawson reveals his feelings for Jen. Joey confronts Dawson's mom with what she has seen. Pacey confronts his teacher over 'that kiss'.

The class movie hits some trouble, giving Dawson an advantage. Joey falls in love with a visitor to the town. Pacey's school achievements and his relationship with Tamara intensify. Dawson brings his feelings about Jen out into the open.