A/N: My second Gilmore Girls fic, because I just needed to rewrite the end of Season 3 so badly! Hope anyone who reads it enjoys my take on things :)

(Disclaimer: Gilmore Girls and all its characters belong to other people, none of which are me.)

Part 1

Rory was sure she could list a million differences between Jess and Dean, though she usually made a concerted effort not to compare the two. It wasn't fair to do it and she wouldn't try. Still, one thing she would admit to was that Jess had this way of kissing her that Dean never did. It made her lose her mind just a little bit, sometimes a lot. She started to lose her resolve a little more each and every time they made out. In spite of this, Rory was determined that when the time came for them to go all the way, it was not going to be after some random conversation in a stranger's bedroom, with a party going on downstairs.

"Jess, stop," she urged him, pushing hard enough against him that he knew she wasn't messing around.

Despite popular opinion, he wasn't a bad guy, not that way. When she said no and really meant it, he did back off. Rory never blamed Jess for looking disappointed, not before and not now. His angry outburst was a surprise though, and it hit her like a slap around the face.

"You really thought it was going to happen like this?" she asked, looking as shocked as she felt by his attitude.

Jess itched to yell at her, even though none of this was Rory's fault at all. Taking it out on her just because she wouldn't let him past third base, that wasn't fair. They'd been here before, and he accepted that he had to wait if he wanted to get any further. Rory really wasn't like the experienced chicks he usually went with, but she was special, so it was okay. This honestly wasn't about sex, not at all, but to tell her what was really going on, it just wasn't an option.

"Are you really this mad at me because I won't...?"

"No," he cut her off before she could even finish asking the question, his heart breaking from the sight of tears in her eyes.

It was like a nightmare. Jess had come up here to get away from the lame party, but more so from Rory. When she came looking for him, talking was still too hard. It was just easier to let actions speak louder than words, but he couldn't do just exactly what he wanted there either. Now Rory was upset and he was the bad guy again, without ever telling her the truth that he was still hiding.

Running still looked like an option. Straight past the bed and out the door, she wouldn't have been able to stop him, but that would make him a coward... again. It wouldn't bother Jess with anybody else, but this was Rory. She mattered too much. He never had anyone in his life that he cared for like this. Jess didn't know he was capable of feeling this much until Little Miss Gilmore came into his life. Now he was stuck, no choice but disappointing her it seemed.

"What is the matter with you?" she asked desperately, trying to be tough but her face was already crumbling into tears. "Is it me? Do you not want to be with me anymore because I won't just jump into bed? Is that it?"

"No, that's not it!" he yelled in frustration, running a hand back through his hair.

All her fast talking, multiple questions, it didn't help. It was hard enough for Jess to think straight with her crying and everything. He had to get out, he knew that much. His feet carried him towards the door before anything else could go wrong. Rory's fingers grabbed his sleeve and pulled him back.

"No, you cannot just walk away from me!" she told him angrily.

He knew he could get away, but Jess relented all the same. Walking out on her when she was crying would be a pretty skeevy move anyway. Grabbing onto him and begging him not to go just made it worse.

"What do you want me to say, Rory?" he asked her, not actually turning around at all.

"Tell me what's wrong with you tonight?" she urged him, pulling on his arm until she made him turn around, but he still wouldn't meet her eyes. "Please, if love me enough to wanna take me to bed, you should be able to at least tell me what's wrong!"

"I'm not graduating!" he yelled at her, right in her face because that's just how they ended up at the moment when the explosion went off in his head.

Jess knew it was wrong, but he was upset, just like Rory. Difference was, she shed tears, whilst he got mad. It wasn't her fault, but she was the only one here. Besides, he wouldn't have to feel this way if she hadn't come around making him fall for her. That was never supposed to happen.

"I'm not graduating," he repeated, rubbing his free hand over his forehead and eyes, hoping to ward off the headache building there. "That means I can't take you to prom. So there you go, that's what's wrong with me," he told her crossly, finally meeting her gaze. "Now you can look at me like everybody else in this dumbass town does - with disappointment and pity."

Jess pulled his arm out of Rory's grip but didn't try to leave this time. He wandered over to the window and stared out into the dark. Keeping the truth from Rory was hurting her, so he figured he may as well tell her what she wanted to know, even if that meant she was upset. Couldn't be much more disappointed in him than she already was, he figured. Maybe he was wrong about that.

"Jess," she called to him, but he refused to turn around.

Rory got up from the bed, wiping her face dry on the ends of her sleeves as she walked over to him. She wrapped her arms around his waist from behind and pressed her cheek in the centre of his back.

"I would never, ever look at you that way," she told him genuinely. "I mean, yeah, I am kinda disappointed not to go to the prom," she admitted, feeling every muscle in his body tense. "But I'm more worried about you. What happened?"

Jess tried to breathe through all that he was feeling, but it didn't come easy. He could've dealt with her crying and screaming at him, telling him he was scum. Jess was well used to that kind of reaction from people - his Mom, Uncle Luke, the principal, the people in town. Rory had always been different, but this time he had been so sure he had ruined everything.

"Jess, come on," Rory urged him, moving around to his side and trying to see his face clearly in the half-light. "What happened with school?"

He read her expression as genuine concern and didn't doubt it for a second. Rory was one of the most honest and straight-up people he ever knew. It never did make sense that they made a pair, Jess knew it, but he felt so much for Rory. Lying to her felt like the worst kind of wrong he could do, next to hurting her, which made him literally want to die.

"Just didn't work out," he shrugged. "Honestly, I thought I was studying enough to scrape by. Apparently not."

Rory nodded that she understood. It was a tough break, and she wouldn't lie. What she said about being disappointed not to go to the Stars Hollow High Prom was true enough. At the same time, she knew it wasn't the end of the world. Jess felt bad enough without her adding to it. He lied about stuff to just about everybody else, but not to her, Rory believed that.

"I'm sorry... about you not graduating," she told him, making him smile, even if only slightly.

"I'm not," he replied, putting a hand to her cheek. "At least, not for me. What kills me is that I ruined this for you, okay?"

It was a big deal that he said it, Rory knew that. Jess wasn't great at expressing how he felt. Making out was an easy way to show that he wanted her, but being caring and sweet didn't always come naturally. It happened, behind closed doors where nobody could see, even then, he had trouble showing weakness, and that was what this seemed to be to him. He let her down, that's what bothered him. Guys like Jess didn't care about graduating, but he did care about her, Rory realised it in that moment, more than she ever had before.

"You didn't ruin anything," she promised him, leaning into his touch. "It's fine. We're fine, I swear," she told him, reaching up to kiss him sweetly.

Jess wanted to believe her. He did, in a way, but at the same time, it was impossible to truly accept that she was okay with his letting her down. He didn't deserve Rory, especially not in moments like this, and he knew it. Even as she hugged him close and held on tight, repeating that they were just fine, Jess couldn't let himself quite believe it. He'd screwed up again, and with the one person that really mattered to him. Maybe Rory was okay with that, but he wasn't.

To Be Continued...