Film buff / Steven Spielberg obsessive Dawson Leery finds his best friend Joey, growing jealous of his attraction to a newly arrived neighbors granddaughter. While his friend Pacey falls for a mystery older woman ,who in turn finds out is a new teacher at his school.

Dawson tries to manufacture the perfect romantic kiss with Jen. This while he tries to stay in the background ,working on the film class's movie.Joey is swept away by a young, wealthy ,handsome stranger.Pacey takes the next step with Tamara.