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 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.