She watched the sun rise again this morning. It never got old. The view from her New York Apt gave an excellent view of the city, as well as the sun rise in the morning and the sun set at nite. She laughed as she thought about what Jen had told her all those years ago, "New York is finishing school for cynics like us." It appeared it was. She fought so hard against being that cynic, but how could she not be. She sat curled up on the window seat, a blanket over her for extra warmth. She grabbed her coffee and took a sip before replacing it on the table. She got up and went into the kitchen to make some breakfast. It was time to start her day. The house was silent and the light dim as she took out the pan to make some eggs. She opened the fridge and smiled. She always smiled when she stood before that door. Not because of the food, though she did love to eat, but because of the only picture on there that was not of her daughter. It was a picture of her and Dawson, Pacey, Jen, Jack and Andie. Her best friends. Yet it had been so many years since she'd last seen or spoken to them.

The eggs cooking and the smell of bacon wafting through the air had apparently coaxed Max out of bed. She came walking into the kitchen. Hair matted on one side and flat on the other. Pillow creases on her face. Looking as beautiful as she ever had in her five years.

"That smells good." She said as she came over to hug Joey.

"It better it's your breakfast." Joey playfully slapped her on the bottom. "Why don't you set the table while I finish."

She watched as her daughter slowly walked with the plates, and sat down each one softly. She was such a funny girl. But when it came to setting a table, you would have thought it was rocket science. She had to have everything just right. It would take her a good 10 to 15 minutes to set a table for just the two of them.

When the eggs were done she brought Joey the plates for the food. The two of them sat at the table sipping apple juice.

"Are you excited about your field trip today?"

Max's face automatically lit up. "Mommy I'm so excited!" She squealed. Today her kindergarten class was taking a trip to the Luxburg Theatre. A small off Broadway show of the Velveteen Rabbit was being put on especially for the kids. It was her favorite book. She quickly finished her food and asked to be excused.

Joey let her go head while she cleared the table and put the plates in the dish washer. Then she made her way into Max's room. She had put three dressed on the bed.

"Mom I don't know which one to wear." She was so different then Joey at that age. All she wanted to wear were jeans. But this one? She liked her dressed and her bows. Joey pretended to put each dress up to Max for a quick fashion show. Max giggled or posed with each new dress.

"I like the blue one." Joey said.

"Good choice mom." And she put on the dress. "But, what shoes?"

Joey couldn't help but laugh. How could this be her daughter?

"Don't laugh mommy."

"I'm sorry. Ok, let's put these on." And in no time she was ready to go. Matching blue ribbons in her hair.

Joey drove her to school and stopped outside. She got out and walked her over to where the busses were. Her teacher Ms. Hammer was waiting by the door and checking in each student as they got on.

"Good morning Shirley." Joey smiled.

"Don't I look beautiful?" Max asked.

"Stunning darling. Simply stunning."

Max, proud of the compliment took her lunch bag from Joey and kissed her. "Bye mom"

"Bye" Joey smiled as Max immediately started bossing people around when getting on the bus. Ok, so she was somewhat like her mother.

"You look good Joey." Ms. Hammer said.

"Thanx. Are you ready for all this?"

"A teacher is never truly ready for a bus trip with 40 students. That's why I enlisted the new teacher to help."

"I see, make the newbie do all the grunt work huh?"

"You got me." She laughed. "That and he's got that eye candy factor."

"Shirley!"

"Hey, I'm 32, unmarried, and he's hot. Don't blame me for using my seniority for evil."

"So where is this new eye candy?"

"He's already on the bus, checking all the permission slips."

There was laughing from inside the bus and Joey looked up. She could see Max laughing like crazy.

"Must be the new guy huh?"

"Oh, the kids absolutely love him. And you can tell he loves them too. Makes him so much for attractive."

Is that all you think about!" Joey joked.

" 32 Joey, 32. I'm surprised Max hasn't mentioned him to you. She loves him. She even goes looking for him at recess. And they laugh and play the whole time."

Joey looked down slightly. "Guess she needs some sort of male role model."

"Hey, that's not what I meant. But I think he's a good influence on her."

The bus roared with laughter again and she heard a voice that made her freeze.

"Ok then James, Max and I will remember that one right Max?"

"Right."

"And why is that….."

"Cause you remember everything." The choirs of children answered.

"That's right, I'm like an elephant. I remember everything."

Joey flashed to her the Antiprom. Her in Pacey's arms. His hand on her neck and his voice soft in her ear… "I remember everything." But before she could even begin to process that it MIGHT be him, he was there. Walking down the stairs of the bus.

"I think we're all good to go inside Shirley… Let's get this party bus on the road."

"Good morning." He smiled at her quickly as he turned the other direction. Only to stop in a few short steps.

"Pacey." Shirley called. "I want you to meet…"

"Joey?" He turned around. "Is that actually you?" He smiled.

"Hey Pacey." She said as she brushed her hair behind her ears. He couldn't believe it was her, or that fact that the simple acts of moving her hair still made his stomach knot.

"You two know each other?" Shirley asked.

Pacey laughed. "Well, knowing each other is kind of an understatement. We grew up together."

He walked over to Joey and hugged her. It felt so good. She hugged him back, and laughed to herself. He still smelled the same.

"I don't mean to interrupt… ok well, I do, but only because we have to get this bus on the road."

"Ok, I'll let you guys get going then. Pacey, it was good to see you." She smiled and walked off.

Pacey just stood and watched her walk away.

"I'm guessing there's a whole history there that I'm not aware of." Shirley said.

He laughed. "A long, drawn out, crazy history. How do you know her?"

"She's Max's mom." She answered and got on the bus.

Pacey didn't know what to think. Joey had a daughter.

Joey got back to her car and sat in the drivers seat. It was him. Always when she least expected it. Always when she didn't need it. And now, she didn't need this. Her life was crazy enough without the complication of Pacey Whitter. Already a headache. This was going to be great day. She reached in her purse for some pills. And took them with the coffee she'd brought from home. Sighing she leaned back into the seat and closed her eyes. Her temples pounding she dreaded the drive home.

Back at home the house was quiet again, and she took a shower before getting dressed for Dr. Lipton's Office.

The drive over was long, as she expected. As it was most mornings. The radio played songs from a simpler time. High school. Simpler. Who would ever have thought she would have considered High School a fun time.

"It's been a while since I've seen the way

the candles lite your face…"

She's replayed things in her mind that she doesn't want to think about. Like the time on the skiing trip. By the fire. In the room.

"After all the those things.. do you really need to ask me why?"

She could feel his skin again like the first time in that room. He hands on his chest. He body against his. On him, over him…

"And it's been a while but I can still remember

just the way you taste…"

Or outside by the fire at Aunt Gwens

" I'm gonna kiss you now and if you don't want me to, well then you're just gonna have to stop me…. 5…."

That first time his lips touched hers. Knowingly. Willingly. She lost herself that nite in a way she would never again lose herself. Knowing everything with that one kiss. Even at 17 even at 18 hell even at 30 she'd never been unsure of that kiss.

She came to a stop at the light and changed the channel. Turning in past the light, the hospital parking lot was empty. Only a few doctors parked in the designated area. "Must be golf morning." She laughed to herself. Her cell rang and she answered it as she got out of the car.

"Hello?"

"Joey?" There was panic in the voice and she knew who it was.

"Shirley, what's wrong."

"There's been an accident. Max is ok. She's a little brused, but otherwise unhurt."

"What happened?" She could feel the panic in her rise. "Shirely what happened?"

"Joey?" suddenly Pacey's voice was on the line.

"Pacey what happened?"

"Everything is fine. I think Shirley is more shook up then the kids. A big rig ran the light hit the rear end of the bus. It spun us around, but everyone is ok. I've got Maxie right here. She's ok. Say hi girlie."

"Hi mom!"

'Hi baby! Are you ok."

"Yeah, but we're not gonna get to see the play."

"I'm sorry baby."

"It's ok mommy, cause Mr. Whitter said he'll take me next time they do it."

"He did?"

"Yes, he did." Pacey was back on the line. "She was so excited. More excited then anyone else. I had to promise. You know how I get when I see a Potter girl crying."

Joey tried to quickly move past it. "So what's happening now?"

"The school district has sent another bus to take us back to the school. We're contacting parents to come pick up the kids."

"Ok, I'll be there." And she hung up. She hated hearing his voice. It was a reminder of things she'd long let slide. She dialed Dr. Lipton.

"Dr. Lipton's office this is Rachel"

"Rachel it's Joey. I was suppose to be there at 9:00 but I'm not going to be able to make it."

"Is everything ok?"

"Yeah. I just need to pick up Max."

"Ok, I'll see you on Thursday then."

"Thanx. Bye."

She hung up the phone and got back in the car. It seemed like only minutes before she arrived at the school. Max was waiting outside with Pacey.

"Hi momma."

"Hi baby girl. Hi Pacey."

"Bye Max. I'll see you tomorrow ok." Max nodded and got in the passenger side of the car. "Jo."

There was silence. It was Pacey who spoke first.

"I'm not sure what's going on here Joey. But Obviously you aren't as happy to see me as I am you. So, let's not make this harder. When you see me I'll be Mr. Whitter and you'll Mrs……"

"Ms …" She corrected

"Ms. Potter, Max's mom. No harm no foul. Ok."

She just stood there unsure of what to say. In reality that was the best, safest scenario.

"Ok then."

And he turned and walked off. It was she who watched him walk away. If only he knew. There was so much to tell him about. So much he'd want to hear, but it would only complicate matters. She'd tell him when she had to.

That nite at home after Max was in bed for the 3rd and final time she pulled out her old photo albums. Bessie had made her an album for graduation from Worthington. It was a from birth to adulthood thing that Bessie loved. And right in the middle were the pictures she wanted. Her and her friends. Dawson and Pacey. Jack and Jen. Andie and Audrey. She had such good friends once.

It all seemed like a fairy tale now. Once upon a time in a land far, far away. They hadn't intended on drifting apart, but then again who does. It just happened. Jack moved to CA. Andie went to medical school and then who knows what. Jen lives in Manhattan, not too far from her apt, but they hadn't seen each other in years. And Dawson. He tried to make things work out for them. But in the end she didn't love him they way he needed her too and things ended. Not badly, but the friendship wasn't the same either. She thought about Pacey over the years. Wondered how he was, what he was doing, who he was with.

The picture of her and Pacey at the Senior Prom stood on a page all it's own. That was the nite it ended, and those were the words she would never forget.

"You make me feel like I'm nothing!"

She'd played them over and over again in her mind. Nothing. Her headache was back and she took another 2 pills. They were helping less and less. And the headaches were getting worse. She checked on Max, sleeping soundly, before climbing into her own bed for the nite.

She watched the sun rise again this morning. It never got old. The smell of the morning. She loved it, but this morning it was different. She thought about Pacey. It had been over a week since she first saw him again. And he had done exactly as he said he would. When he did see her he spoke shortly and called her Ms. Potter. Max was in the habit of making him wait with her for Joey. So every day when she pulled up Max would be sitting on the step playing with Pacey. And every day he ignored her.

She got Max in the car and drove her to school. She listened while Max talked and talked about Mr. Whitter and school, and her friends. As she pulled up in front of the school she saw him. He was talking to Adam Vincint's Mother Kathey, who was clearly flirting. He saw Joey pull up and Max get out. Max waved to Pacey and ran up the steps into the school. Joey turned back to Pacey who was no where to be seen. Up until she looked out her driver's side window. He stood there tapping slightly. She rolled it down.

"Pacey you scared me."

"Don't you mean Mr. Whitter."

She was silent.

"I just want to let you know that the Luxburg is presenting the Velveten Rabbit this weekend, and I promised Max I would take her, so if it's ok with you Ms. Potter I'd like to make good on that promise."

Joey smiled. "I think she'd love that Pacey." It wasn't right. Maybe things would be harder, but she didn't care anymore. She wanted him back in her life.

He smiled, but was unsure of how to respond. "What's going on here Jo?'

"I'm sorry for my behavior. It just surprised me to see you again, and things in my life are so complicated. But… I was so happy to you again."

"Could've fooled me."

He wasn't going to make this easy on her. "I know, and again I'm sorry." She touched his hand and he knew he was going to melt.

"Coffee. After School. Or Work. What time to do get off?"

"I work from home. I'll see you after school."

She drove off and couldn't help but smile. It was almost 9 and no headache. This was going to be a good day.

It was a fast day anyway and when she picked up Max there was Pacey. Max ran over to the car and hopped in. Pacey waved as he walked over.

"Hey"

"Hey there. I'm gonna go get my car and follow you. Ok."

Max smiled. "Follow us?"

"Mr. Whitter is going to have some lunch with us today."

"Yeah!" Max laughed.

"It better be yeah, or the claw might get you…" Pacey made a claw with his hand and Max laughed.

He followed them to the McDonalds on 121st st.

"McDonald's?" Pacey questioned.

"It's got a play area." Joey explained.

Max ate her Happy Meal and took off to play. "Does she ever run out of energy?" Pacey laughed.

"Only when I knock her out with a hammer." Joey laughed.

There was a silence between them as they watched her play.

"So, what's the story Jo? She's adorable, but fill in the blanks for me."

Joey didn't take her eyes off Max. "Not a long story to tell. Got pregnant, had a baby."

"Come on now Joey. Who's the father? Where is he? What happened?"

"He was…is a wonderful man."

"Max is so smart, and inquisitive, and sweet. And you? Your as beautiful as ever and amazing. If he is so wonderful why isn't he here?"

"He doesn't know."

Pacey was silent. "Why."

"I couldn't do that to him. What happened was a mistake. It was an accident and he was… he didn't need to be bogged down with a baby."

"Don't you think that should have been his choice."

"It was complicated Pacey. Still is."

"Jo, I beginning to think you make things complicated." He laughed. "I can't believe how long it's been. When was the last time we saw each other?"

"Jen's wedding." She answered without thinking.

"Jen got married in…damn it's been almost 6 year. That's way too long."

She smiled. It was too long. She turned to tell Pacey that but he was looking at Max.

"Pacey?" he didn't respond. "Pacey?"

"Joey, six years. Six years. And if I remember correctly the events following Jen's wedding, and I believe that I do…" he trailed off.

"Pacey…" Joey tried to interject.

But Pacey cut her off. "Joey is… Max, mine?"

"Pace…"

"No, no, no… just answer the question."

She turned to watch Max running across the playground. He turned towards her. "Joey?"

"Yes." She said softly. "She is."

Pacey stood up. Joey followed him. "Pacey..wait.."

He just looked at her. "I can't even.. I just can't look at you right now."

He walked off and Max ran over. "Mr. Whitter come play with me."

Pacey's heart was breaking. This beautiful little girl was his. His daughter. His flesh and blood. His 5 year old Daughter. He'd missed it all. First words, steps, laugh. All of it. "I'm sorry girlie." He said "Not right now I have to go, but we'll play later ok?"

"Ok."

He looked at Joey who looked like she was about to cry. But he turned and walked out.

There was no sleeping. No matter how hard he tried sleep would not come. All he could see was the beautiful face of the little girl. The little girl he'd be working with at school for over a year. The little girl that told him stories, and held his hand. She was his. The resemblance was there. She looked like a Whitter. She did, and the smart ass attitude… all Pacey. He turned in his bed. His anger overwhelmed him and he slamed his hand into the pillow. He got up and walked around his one room apt.

Six years ago.. almost 6 years ago at Jen's wedding he saw Joey on the dance floor with some guy. Jen had told him it was her boyfriend, but that things weren't going good. And it made him jealous. He hadn't seen her since the second year of collage, and he hated this man. It was his fault. He'd let her go. Told her to move on. But he never did. Not in his heart. He'd always loved her. When he got the invitation to Jen's wedding he was hoping this would be his chance to tell her he wanted to be with her. That he'd never been more sure of anything in his life. That prom nite

"You make me feel like I'm nothing!"

Still resounded in his head after all these years. And it killed him to know he had said those words to her, because what made him fell like he was nothing was that she was everything.

The ran into each other at the champagne table and shared a few drinks. She was tipsy and her boyfriend was in the corner hitting on one of Jen's Bride's Maids. It felt so good to see her and hear her, but he wanted to hit the asshole who was ignoring her. He told her that and she laughed. "Pacey you can't hit everyone who does something to me you don't like."

He remembered the mural, and the punishment he'd gotten for hitting the guy who defaced it. It was worth it.

"I don't need to hit everyone. Just the ones that deserve it." She reached out and touched his face. "I miss you Pacey." She said. He kissed her hand as it passed over his lips. "Why did you leave me? I always loved you. Always."

He took her hand and lead her into the hall away from the crowd. When they were outside he kissed her. She kissed him, soft, and strong, and when they parted he said, "I never stopped loving you Jo."

She took his hand again and pressed the up button on the elevator. He held her on the way up. Her body up against him felt so good. On the 14th floor she lead him off the elevator and into her room. She kissed him again.

"Joey this isn't right."

"He won't be in here Pacey. He's got a plane ticket home tonite. I told him it was over this afternoon, but he didn't want to leave. He always liked Jen. So he's gone, and this room is mine, and I want you to stay. I want you to hold me and kiss me like you use to."

He kissed her and she moaned softly and he lost himself in her breath. He could feel her and hear her and touch her and she held on to him. His arms above her became her anchors. Her hands on his back gave him chills and he never felt more at peace. She fell asleep on his chest when they were done. But his mind wouldn't let him rest. She was everything, and he was trying to become something. Something she wasn't even aware of. And he needed to be something for her. But being the coward that he was he left while she was asleep. Left her a note telling her she would always be the best thing that had ever happened to him.

And when 2 months later he tried to call the # Jen had given him it no longer existed. She had left the boyfriend and moved out. She hadn't even spoken to Jen. That was the last time. The time…

He hit the wall with his fist and blood began trickling down his hand. It was his fault. She told him that nite how she felt and he left. What other choice did she have? He didn't leave her any.