"I remember everything?" Pacey didn't turn around knowing she would come and sit next to him. He was sitting on her dock, looking out over the creek. He didn't know why he came but he just knew he had to.

"Yeah." Pacey said.

"Do you remember the time you grabbed my ass while we were shooting Dawson's first movie…" Joey began, sitting down and staring at him. She didn't not what she was going to say, and she didn't want to know.

"And you said 'you did it again you grabbed my ass' and I said…"

"Like you even have one." Joey finished. "I'll have you know I was really offended by that one. It's just like Mr. Sensitive to say things like that to an already self-conscious young girl." Joey said nudging him slightly, trying to get him to smile. He did smile, and then the smile turned into a grin.

"Hey, you didn't let me grab your ass for very long, I had to say something."

"I knew you were doing it on purpose." Joey said.

"You knew you wanted me to," Pacey said smugly.

"Like I wanted the plague." Joey bantered back. There was a sudden silence. A comfortable silence in which they both forgot about everything that was going on and enjoyed being together.

"I remember quite a lot too you know." Joey said breaking the silence. "I remember the first time you kissed me."

"You mean the first time I got rejected." Pacey said laughing bitterly. He smiled at her but it nothing to lessen the hurt she felt knowing he was right.

"Well I also remember thinking to myself that I had made a mistake?" Joey said self-consciously.

"Yeah?" Pacey said smiling.

"Yeah." Joey said taking his hand and leaning against his chest, not thinking about what she was doing. "I wondered what it would be like if I had chosen you that night." Pacey looked down at her hand but didn't let go of her.

"It wouldn't have worked out." Pacey stated and Joey lifted her head up and looked at him.

"No?" Joey asked.

"No, because you still hated me then, and it would've just been a physical thing." Pacey said. Joey looked at him like he had lost his mind. "You know you can admit it Jo, you were majorly attracted to me." Pacey said smugly.

"I despised you, wanted to kill, I was definitely not attracted to you." Joey said smiling.

"And now?" Pacey asked, unable to keep the present out of a conversation about the past. Joey didn't answer, her eyes looking him up and down. She fought to resist the urge to just touch him, to kiss him, to tell him she loved him. She just lay her head down on his chest again not answering. Pacey just nodded to himself knowing the answer was in her eyes.

"I remember you making me get undressed behind your truck and then sneaking a look." Joey said looking at him accusingly, remembering more things of that day so long ago.

"I was a 15 year old guy, it just would've been wrong not to." Pacey said innocently.

"Ha, I knew you looked." Joey said smugly.

"Hey you said…" Pacey started realising he had been caught out.

"I know how to get the truth out of you Witter, it's too easy." Joey said smugly.

"So what else do you remember about me?" Pacey asked.

"I remember when my mom died. You used to come to my house, even though your Dad told you not to and you would sit outside my room for hours and talk. You'd annoy me, and call me Josephine and try to get me to come out of my room. One day I was so mad at you I was ready to come out and slap you."

"But you stayed inside. You didn't come out. I thought I was wasting my time." Pacey said. "But I didn't want to go home either. My Dad wasn't exactly welcoming."

"It helped Pacey, it made me smile, even though I never told you that." Joey said remembering such a hard time.

"Because Dawson came along and he helped you in the right way and you thanked him for it." Pacey said sadly.

"The day…" Joey voice croaked, and she tried to stop the tears from falling. "The day I came out of my room I was waiting for you to come over. I missed her so much Pacey and I was hoping you'd come by just like you had been doing to cheer me up, to make me smile again and I was going to thank you…well and hit you for calling me Josephine…but you never came."

"My Dad found out I had been going to your house and beat me for disobeying him. The next time I was allowed out of the house, I came by yours and you were sitting with Dawson in your room and you were talking to him and I… well I didn't want to spoil that." Pacey said.

Joey began crying. She really wished things were different, thoughts of what was really going on in her life coming back to her. She wished she could be with Pacey. Pacey loved her, she could tell just by the way he looked at her. And she loved him too. She just didn't know if she was strong enough to be with him and lose Dawson.

Pacey just held on to her as she cried, knowing the memory of her mom was the hardest memory of all. After a while Joey wipe her tears away but didn't say anything. He didn't say anything either. The setting reminding her of the conversation they'd had in the very same place, at the start of the year.

"My turn," Pacey began.

"Who said we were taking turns at anything?" Joey asked.

"I do. I remember you crying like a baby at the start of the year and Mr Manly Witter came and cheered you up." Pacey said jokily.

"Uh I do think your memory fails you, as I recall you sat your no good ass here next to me on the dock and I told you I hated you."

"You told me you hated us both." Pacey stated. Wondering how that hate turned into a love for both of them.

"And that makes so much difference in the me hating you part." Joey said rolling her eyes.

"Sorry I came?" Pacey asked.

"Sorry you were sent?" Joey asked back.

"I would've come myself." Pacey said, knowing in his heart he was telling the truth, even if she didn't believe him.

"Probably, you just love to see me squirm, I'm sure you were going to use the fact that you saw me cry against me."

"And I still might." Pacey reminded her smugly.

"But I've seen you cry in front of me too." Joey said.

"I cried for you," Pacey stated. Joey didn't say anything, remembering the single tear that rolled down his cheek when it was over. When they were over.

"I remember the first time I saw you cry." Pacey said after a few seconds of silence, noticing how the subject was changed every time they got close to saying anything about the present.

"Probably because you caused it." Joey said glaring at him.

"Hey how was I supposed to know that pulling your hair and calling you names would make you cry?" Pacey said laughing. Joey just pushed him.

"Gee how hard could it be to work out, being mean is going to upset people." Joey said smugly, snuggling up into Pacey's arm. His arm went around her and they both refused to think about the feelings they were having.

"I wasn't always mean." Pacey said looking at her innocently. "I was your best friend." Pacey whispered.

"I know. When did that change?" Joey asked, knowing the answer.

"I thought you said you remember everything?" Pacey said.

"No I believe that was your line. I said I remember quite a lot." Joey corrected.

"My line, like your was always 'bite me'? Anyway I'll let you off this time, Josephine"

"Oh I remember now. " Joey said hitting her head.

"You do?"

"Yeah it was when you started calling me Josephine and annoying me so that I hated you."

"I always called you Josephine."

"And I always hated it." Joey countered. There was silence for a little while and then Pacey spoke up.

"It was the summer after your mom died." Pacey began. "You know the summer my Dad sent me to some stupid camp. I came back and you and Dawson were closer than ever and I was so jealous of what you had, I started annoying you, and you annoyed me back and the next thing you know Dawson's your best friend and I'm no one."

"That's not true you were…"

"This time two years ago, if anyone asked you who Dawson was what would you have said."

"He's my best friend."

"And what would you say I was?"

"You were his other…"Joey swallowed the lump that had appeared in her throat. "His other best friend. But that wasn't my fault. I missed you that summer. But when you came back you were just an annoying pain in the ass." Joey said nudging him to lighten the mood.

"Was I ever anything else?" Pacey asked smiling, but Joey caught the meaning. She felt like a horrible person. If only he knew how much more he was to her.

"You remember the time you took me to see my Dad?" Joey said after a while, Pacey nodded. "I never thanked you for that."

"You don't need to thank me, that's what friends do."

"We weren't friends back then." Joey said smugly.

"Oh yeah." Pacey said laughing. "I was one of the devil's disciplines sent to finish you off as I recall."

"You really do remember everything don't you?" Joey asked surprised.

"I told you I do."

"How come you couldn't remember some simple maths formulas and pass your classes?" Joey asked laughing.

"Because then I wouldn't be able to get you to tutor me." Pacey said smiling.

"Your telling me you failed on purpose?"

"I'll have you know it's very difficult to fail classes." Pacey said smugly. Joey just laughed.

"Okay my turn. Why did you agree to have a no strings attached sex deal with Jen?" Joey asked. Her question shocked them both, she didn't really know where she was coming from and he didn't know where she was going.

"That's not an 'I remember…' kind of deal." Pacey said not answering.

"Okay I remember when you decided to have a no strings attached sex deal with Jen. Why?" Joey said humouring him.

"Because sex is good and love ruins everything." Pacey stated.

"Love can be good too." Joey said softly.

"You haven't had sex to know which one is better?" Pacey said smugly, not judging her, just stating the fact.

"You offering to show me?" Joey said boldly. Pacey's laughter got stuck in his throat. She was just teasing him with such ideas, knowing that they couldn't even be together, let alone go that far.

"If I do, you'd definitely think sex was better."

"Really? Is that a promise?" Joey said teasingly.

"Yep." Pacey said. They both became aware of the proximity of their bodies and the air became heated. They sat in silence for a little while.

"It's getting late, I better go before you tempt me to take you up on your offer," Joey said, really wishing she would. She stood up and looked down at him.

"I wish you'd stay." Pacey said, his eyes pleading, knowing that as soon as she left, things would be the same.

"I'll see you later…bye Pacey" Joey said walking away before she let those tears out again. That was all the answer he needed. "I wish I could stay too," she whispered under her breath. Then she stopped.

"Pacey?" she asked and he turned around. "You know I can only have sex with the person I love don't you?" Joey asked.

"Yeah" Pacey said nodding sadly. Her smile turned into a grin.

"So I know where to find you when I'm ready right?" Pacey looked up quickly but she had already walked back into her house.

Pacey watched her close the door and looked out over the water. "I remember everything Jo, and I'll always remember this." Pacey said smiling to himself.

She closed the door and thought about the conversation they had just had. He remembers everything. But she sure as hell wasn't going to forget this night anytime soon.

They both knew, whatever had gone on between them in the past, and whatever was going to now, they'd make it through and have some sort of future together. Whatever memories that future might hold.

THE END!