Hi guys,

Here is chapter 2. Thank you so, so much for reviews, follows and favourites. Please keep reviewing - this just sort of flowed over the last few days, and feedback, questions, all of that is good! It gets M, very M rated - be warned, but there is also a story.

Thanks, Tab:-)

Chapter 2

The summer was long, hot and lonely. Joey and Pacey grudgingly spent time together given that there was no one else, save for Jen and Jack who joined them. What had been awkward quickly became the established status quo. Dawson was off in Philadelphia and Bessie was overwhelmed, so when she wasn't working at the marina Joey argued with Pacey, chatted with Jack and learnt to communicate with Jen.

Dawson's return complicated everything. She had no doubt the ridiculous pole dancing party was all Pacey's doing, but still, it wasn't as if Dawson seemed to have any problem whatsoever with it. She wasn't sure what drove her to strip off for Dawson, expose herself in ways that weren't who she was in any way, to take a risk with her fragile and damaged heart, to risk rejection. The sting of that rejection wasn't worth it because she felt terrible, honestly awful because she wasn't what he wanted, what any boy wanted. She was too tall, too awkward, too damaged, too alone. She wanted to find Pacey, she did, but she knew where he was - at Dawson's leering at women prettier and sexier than her. So she went to her house and sat on her dock and wondered whether life would ever feel any easier, any more bearable. Until Pacey found her, which she knew he probably would, if Dawson saw fit to humiliate her and tell him what had happened. Chattering on in his Pacey way he dropped to the dock beside her and wrapped his arm around her. It wasn't quite close enough but it was good enough and she felt the tears she'd been holding in fall.

'He told you what happened?' she grumbled.

'Yeah, I'm afraid so,' he pulled her a little closer. 'Come on Potter, wouldn't you say it's time we admitted we're friends?'

'I'm already upset,' she muttered and felt his chuckle rumble through his chest.

'If it makes you feel any better I'd always take advantage of you topless,' he told her.

'That's because you're a total horndog,' she told him with a little smile that he responded to with a bright smile of his own.

'Nah, it's because you're hot.'

'Well thanks, I think.'

'Any time.'

Friendship with Pacey happened without her noticing, perhaps, she mused because the friendship had always been there, the only difference being that they no longer hid it and even went as far as openly acknowledging it. She realized that when they weren't actively trying to dislike one another she actually liked him a lot. He was funny, the barbed banter was enjoyable, he was kind and considerate. He was delightfully glib when occasion required levity, but also always appropriately serious. In many ways he was an easier, more likeable friend than Dawson because he was a realist and he saw the world in a manner similar to her, but with just enough quirk to his world view as to offer something to her. They were very different as well. He was sexually aware, sexually confident and she wasn't. She was the opposite. For all Pacey's confidence with girls, she had equal fear and insecurity with boys.

He turned up drunk at the marina and somehow with him clutching that box of Andie paraphernalia, with him somehow launching the damn box into the water, with him obnoxiously drunk, it was somehow her turn to hold him for a second time since Andie screwed him over and hold him she did, tight up against her, his arms wrapping around her and clinging on.

'You can totally take off your top if you want. I'd be very in to that,' he told her drunkenly.

'Don't be an ass Pacey,' she chastised but she smiled a secret smile.

'Dawson's a fool.'

'And so is Andie, as I have said before,' she concurred. 'You're a good person Pacey. Better than most people and she is a fool.'

'Why are we in love with fools?' he asked resting his head on hers.

'Maybe we're a little foolish ourselves?' she suggested and he nodded,

'I know I am.'

'Me too.'

It was only a couple of weeks later that she was holding him for a third time, this time after Dawson's punch to his face, a punch brought on by distrust and jealousy - in her opinion anyway. Like Pacey would steal the dumb SAT test - well like he was any more likely than any of them. If there was one thing about Pacey, one word to sum him up it was honourable and stealing that test wasn't honourable. Kinda like cheating on your boyfriend, she mused, her suspicions landing on Andie as she cradled Pacey's head in her lap.

'Well life is just fucking A at the moment,' he teased as they sat there, Dawson long gone.

'Oh I know! Aren't we just the luckiest kids alive? Our parents are awesome and our best friend - he's the best,' she drummed out with heavy sarcasm, earning a smile from the patient,

'Hey, at least we have each other,' he told her with kind eyes.

'Some comfort - we barely like each other,' she teased but gave him a similarly soft smile.

'I know,' he pushed himself up to sitting and she sidled up close, wrapping her arm around his waist and pressing her head to his chest.

'If this is my hug, don't I get to press my head to your chest?' he asked with a smirk.

'Hmmm, yeah, like that's ever gonna happen,' she laughed.

'Oh go on,' he gave her a cheeky look.

'Come on Pace, you want that then bring me something worse than a punch in the face from Dawson,' she told him.

'There was distrust from my oldest friend thrown in there,' he bantered gamely.

'Nah, not this time.'

'Spoil sport.'

'Shut up Pace,' she muttered and gave him a final squeeze.

'I like the heap of wood Pace,' she threw down the sanding block and sat down.

'You're kidding me? That's you done,' he stared at her.

'That's me done,' she told him cracking open a can of diet coke.

'Come on Jo, where's your stamina?'

'Pace, I've sanded this hunk of junk for the last hour and a half. My arm is going to drop off.'

'You righties are a weak bunch,' he mused. 'And hunk of junk? Seriously Jo, don't hurt her feelings.'

'She has feelings?' Joey laughed, and then laughed harder when Pacey clamped his hand over her mouth,

'Seriously Jo, people can be pretty superstitious about boats. It never bodes well to refer to them as if they don't have feelings.'

'I'm sorry,' she mumbled into his hand and then pushed it away, 'and yuck, your hand is covered in dirt and dust.' He grinned widely at her, clearly amused by her discomfort. She merely rolled her eyes in return. 'I do like your boat Pace.'

'She's gonna be my way out of that house. At least in the summer when I sail down the coast.'

'You're gonna live on her?' she was surprised and didn't love the idea of Pacey disappearing off for the summer.

'You wanna come too?' he teased, but she recognized that there was perhaps a genuine offer behind it.

'What and leave my family to starve?'

'I forgot about them,' he joked.

'Bessie won't let me forget.'

'That's cos she'll be starving. Any sign of the insurance cheque?'

'Nope none. We're pretending it isn't happening because what else can we do? We eat and I hang out with you,' she gave him a smile.

'I am the best source of entertainment in this here town,' he told her with a ton of elaborate, but useless, hand gesturing.

'Of course,' she nudged his shoulder with hers as he sat down.

'You ok?' Pacey arched a questioning eyebrow at her as they trundled through the leafy forest on Witch Island.

'Dawson is being...Dawson.'

'Meaning what? That he's turning you into Joey,' Pacey asked, but it wasn't a question, more like resignation that graced his tone.

'What is that supposed to mean?' she asked angrily.

'Stop mooning over the guy, he doesn't deserve it,' Pacey grumbled as they trailed behind Dawson and Jen who were moving up the path ahead of them, Dawson's camera tracking every move.

'He doesn't deserve my friendship now?'

'Ok, I take it back, you don't deserve what he does to you,' Pacey attempted to explain.

'And what is it he does to me?' she was offended by his insinuating tone.

'He makes you meek, and insecure, and awkward, and I don't like it. I don't,' he shrugged.

'Maybe I am all those things and you just don't like me. Maybe that's it,' she glared at him.

'Nope, that's not it. It's not and you can't make that be it, because it isn't true. You aren't meek Joey, you're strong, really strong, and yeah you're insecure, but actually not all the time, not in our friendship anyway. Sure you can be awkward but not when you're calling me on my crap, or bossing me about. You're you with me, natural and relaxed, not worrying about what I'll think of your every move, not worried I won't like what you do. You're you.'

'I...I..' her instinct was to defend herself and to defend her friendship with Dawson but there was a truth to what he was saying. 'Maybe it's because he doesn't see me the way I want him to?'

'He can know the real you and still see you as the absolutely stunning girl that you are,' Pacey told her with such blatant honesty that she felt suddenly shy.

'You're sweet Pace, but Dawson doesn't think of me as stunning, or anything more than sort of pretty.'

'Then he must be a blind fool,' Pacey shrugged. 'Don't let anyone make you feel less than beautiful.'

'You get that from one of your sisters Cosmo's?'

'Might a done,' he flashed her a gregarious smile and hooked an arm around her neck and pressed a sloppy kiss to her head.

'You're always so nice to me,' she mumbled.

'That's cos you're so sweet and appreciative,' he told her with heavy sarcasm.

'Watch it Witter,' she muttered, thwacking him in the chest.

'Ladies and gentlemen - the real Joey Potter,' he grinned in response to her glare.

'If we're friends now, why do I have to bargain for math tutoring?' Pacey wondered as they sat in the empty classroom.

'That's how friendship works Pace - you need something, I need something and we both help each other out.'

'Talking about helping each other out - I miss our hugs,' he gave her a puppy dog look and she gave him a fierce Rottweiler expression in return,

'We don't talk about that - you know better Witter.'

'No, all I know is we never used to talk about it. Now we're friends we only ever seem to talk. As far as I can ascertain you aren't getting hugs anywhere else these days...'

'Actually I occasionally get them from this small little fella...'

'Your imaginary friend back! How is Micah?' he grinned teasingly.

'Haha, so droll. I was talking about Alexander,' she slapped a hand to the back of his head.

'Well I don't have a small cute baby to give me cuddles.'

'Pacey I offered you Chex Mix and that's all I'm offering.'

'I need more than Chex mix as you know. As previously discussed Tamara and Andie, they both taught me to equate...'

'We've been there already and I am not rewarding you with sexual favours.'

'And I'm saying that maybe a hug would do?' he gave her a beseeching look.

'You're ridiculous.'

'Look I don't think you're one to talk. Your half of this crazy little bargain has us in each other's arms and I'm suggesting you help me out here.'

'You're seriously suggesting I hug you, whilst you study, and that I do so in school?' she gave him her best "you're entirely deluded" look.

'Well I was thinking we should study at my house.'

'You're ridiculous,' she muttered again. 'And don't you have some limited time offer? Some sex pact to help and if so why do you need me?' she glared at him because the sex pact was stupid, ridiculous and stupid.

'I just do. That isn't... happening just yet...'

'So you need me.'

'And you need me,' he gave her a huge smile and she caved.

'Well pack up then. We have to be at the dance studio soon.'

'You're the best Potter.'

'You're not serious?' she had her hands on her hips and everything because really, Pacey must be deluded if he thought she was going to sit where he was suggesting.

'I promise, you'll see, I'll retain everything you teach me,' he looked so earnest she wasn't sure what to do.

'Don't you think you aught to break this questionable habit?'

'I need to not flunk math,' he told her. 'Look if it makes it any easier pretend something bad has happened and it's the old days when you sought me out more than I you.'

'Like what?'

'Picture Dawson on stage with Eve...' he suggested brightly.

'Um, no,' she shook her head.

'You wanna know how he crashed his dad's boat?'

'Witnessed it...that'll do nicely, thanks Pace,' she slipped onto the bed sitting between his legs, his arms wrapping around her. He leant back against the pillows piled up against the headboard pulling her back with him as she held the math book on her knees.

'Better,' he stated.

'Mmm, yeah, better,' she agreed.

'If anyone comes in it may look a little suspicious,' he admitted.

'Then no one better come in,' she warned. 'Now focus.'

'Yes ma'am.'

Joey didn't really know what was wrong with her, but Pacey kissing Jen was just weird. Pacey sleeping with Jen was plain wrong. Pacey had more to offer than just sex. She knew he wanted sex but was it really worth blurring lines and getting hurt over? Not that she could truly answer that because she hadn't had sex, hadn't yet wanted to have sex.

'I forgot my coat,' she murmured reentering the Starlight Dance Studio, really there to see Pacey of course.

'Well yeah, you ran out of here in a bit of a hurry, didn't ya? Look, if it makes you feel any better, we never actually slept together. I mean, not even close,' he looked up at her from the floor where he was sat. It did make her feel better but she kept on her poker face.

'It's none of my business what you guys did or didn't do. I over reacted. I'm sorry,' she told him calmly.

'Yeah you did overreact didn't you?' he smiled smugly, almost as if he had a little secret.

'Don't act so smug. I'm not saying that you're right, or that I approve of what you guys are doing,' she told him with a shrug.

'Were doing. I'd say the time limit, on the limited time offer has probably run out now,' he said and she felt relieved because the situation was cleaner that way. And did Jen really need everyone? She'd taken Dawson, then Jack and did she really need Pacey too? She slunk to the floor beside him and he instinctively wrapped his arms tight around her, going so far as to pull her onto his lap. It was the best hug he'd ever given her and she didn't even really know why she needed it, just that she did.

'You met a boy?' he stared at her like she'd grown an extra head.

'A smart, good looking boy,' she smiled shyly.

'I thought this was an academic endeavour not some horny kid match up.'

'Horny?' she snorted.

'He's a college guy, of course he's horny. And is it even ethical to start macking on high school girls when you're in college and meant to be showing them around?' Pacey was gesturing wildly from his perch opposite her on his bed.

'AJ isn't like that,' she murmured a little dreamily causing Pacey to huff.

'Boys are all like that,' he told her darkly.

'What is your problem Pacey?'

'Well I'm sorry, but AJ? What kind of name is AJ?'

'What kind of name is Pacey?'

'I think my parents had run out of inspiration by the time I came along...' he frowned, his mouth a thin line of hurt.

'I'm being unfair. There are worse names than Pacey.'

'Well I'll try and be fair, and that's hard for me, as you well know,' he softened up.

'I'm sure,' she smirked.

'AJ isn't terrible, I just don't really dig the whole initials for a name business.'

'So I can't call you PJ?' she giggled.

'Nope,' he arched his brows at the sudden turn in the conversation.

'Why not PJ?'

'Because if you do, you'll forever more be Josephine, Josephine.'

'You wouldn't?' her jaw dropped.

'You still tickle people for calling you Josephine, Josephine?' he grinned widely.

'Whatever PJ,' she glared warningly.

'Or is it just Dawson that gets tickled, your hands all over that soft, soft, flesh...'

'Pacey,' she growled at the insinuation and didn't even think about hurling herself across the bed at him, her hands diving at the sides of his admittedly firm chest, as she attempted to tickle him. It had been a long time since she'd last tackled her arch nemesis and she quickly realized that tackling a pre pubescent Pacey was very different from the post pubescent beast she was gripping between her thighs. Apparently she was also very different to him, because something was pressing into her, something that shouldn't be as hard, or as big as it currently was. She knew what it was and unfortunately due to her infantile temper tantrum she was currently straddling the stupid boy that said appendage belonged to, and it was actually pressing right where teenage boys wanted to put said appendage. Her face burned but it wasn't like she could acknowledge it, because that would be awkward, which left her to continue tickling the idiot and pretend that the stupid male part wasn't rubbing up against her in a manner that made little electrical currents thrum through her body, and a steady pulse beat between her legs. She dared to look at him, because there didn't seem to be a way of getting out of this. His eyes were wide and practically black, though his expression was mildly horrified.

'For gods sake woman, stop wriggling,' he ordered in a deep no nonsense voice, his hands grabbing her hips. It stilled her movement but it also served to press her more tightly against him, and a traitorous waft of air escaped her lips, her eyes shutting for what could have only been a second. Mortified, she lay down on him and buried her face in his neck, relieved to feel his arms wrap around her. Oh, she could still feel him between her legs, she could still feel her ridiculously strong response, but he was holding her and when he was holding her the rule was she didn't have to talk.

'That turned out a little differently to when we were kids,' his hand stroked down her hair and she silently agreed. 'I won't call you Josephine I promise.'

'Thank you,' she said and then bit her lip in an attempt to resist but resistance wasn't her strong point when it came to Pacey, 'PJ.'

He'd flipped them over a second after the name left her lips, her hands pinned above her head by one of his strong arms - apparently she could no longer best him in an arm wrestle. He was still between her legs and it still felt far better than she thought it should, her body just itching to arch up into his. Of course she didn't do that. It was only the ridiculously breathy way she was breathing that told him her brain was wallowing in the gutter with his, that and her massive pupils.

'Pj's are something you wear. PJ, is not a name,' he told her and trailed his free hand up her side with the threat of tickling. Only it didn't feel ticklish, it felt good, and the breath she released turned into a sigh and he goddamned well heard. He didn't say anything though, because her reaction was as embarrassing as his, he just stared at her and moved his hand again, his finger tips ghosting over the side of her chest and this time it was a moan. She didn't even know where it came from, but somehow with this tall, strong boy laid on top of her, the evidence of his attraction to her - to her, not anyone else - pressed against her where it felt really, really good, she'd lost control of herself. His eyes were still locked with hers, his breathing as heavy as hers. She thought he might kiss her. Pacey, who after one failed kiss attempt in sophomore year, had never shown any sexual interest in her whatsoever, who had merely provided her with physical comfort on occasion and become her friend, her most reliable friend. His eyes broke from hers and stared at her lips and subconsciously she licked them, but then his eyes flicked back up to hers and she felt his thumb smooth over her boob, just grazing her nipple and it felt good, so good. She'd never been touched there before and during her own clumsy attempts at getting to know her own body her nipples and chest in general had done very little for her. However, Pacey's thumb just briefly touching it sent a jolt right down to between her legs and the god damned moan was back. He released her hands, the hands she hadn't even noticed he was still holding, and his hand ever so gently brushed at her hair, tucking an errant strand behind her ear and she thought again that he might kiss her but he didn't, he did something a whole lot worse, and shifted against her.

'Pacey,' his name fell off her lips in a breathy moan, his name, her whole body beating, the nerve endings firing away increasing her need to have him move again. His face lowered towards hers but he didn't kiss her, he pressed his nose, his lips against her cheek, an incredibly tender and gentle action at odds with the chaos and havoc he was causing in her body.

'I like you saying my name that way,' his voice was low, husky and unbearably sexy, and sexiness was not a term she'd ever thought of in conjunction with Pacey before. Sure he smelt good, and he wasn't bad looking, not at all, he was definitely tall and strong, but he was just Pacey. Now he was Pacey and he was sexy. Incredibly, mind blowingly sexy. His thumb made a definite swoop across her boob, swirling around the nipple at the same time as his hips made a deliberate move against her.

'Pacey,' she gasped again, her voice unrecognizable even to her own ears.

'This...it's wrong...' he moved again and the pulsing increased in tempo, instinct causing her hands to find him, to touch him, one hand slipping to the smooth skin between his pants and his tshirt, the other landing on the nape of his neck, smoothing through the short hair there.

'It feels good,' she didn't hesitate to say the words because she didn't want him to stop.

'It's just a very close hug,' he said into her neck where he pressed his lips - not a kiss, but warm breath that in conjunction with the movement of his hips against her made her feel that much closer to achieving what she hadn't yet managed to achieve by herself.

'Again,' she urged when he didn't immediately move and at her needy plea he moved with more certainty, his hand pushing up her shirt and delving into her bra so he could graze the naked nipple, 'mmmm,' she felt so close and clearly Pacey knew what he was doing, which was no real surprise, because he found a steady tempo, creating a steady friction between them and before she knew it her breathing was crazily erratic as the build up he was causing reached a pinnacle and she crashed over the other side, her hips thrusting up to meet his, a strangled moan that sounded suspiciously like his name escaping her, her hands both grasping greedily at the smooth skin at his waist. Her whole body felt it, all though her limbs, from the centre of her out to the furthest parts, even her scalp tingled. It felt amazing and she just slumped down into his bed with no will to ever move, ever again. Pacey was staring at her as if he'd never seen her before, his eyes wide with amazement, his pupils obliterating nearly all of the blue and then all at once, he moved against her again several more times, a little more rapidly and with less control than before, his hand holding her boob as his fingers played her nipple like it was an instrument, and even though she'd just come, her body sprang to life again and she felt the sensations pick up almost immediately, her breathing as harsh as his, until the erratic thrust if his hips and his own strangled moan took her over the edge a second time. He collapsed against her, his hand releasing her chest, removing itself from her top and holding her instead. After a couple of minutes he rolled off of her to the side and pulled her back against his chest.

'That was...'

'Don't say anything,' she interrupted.

'But...'

'Not a word Pacey...'

'But...'

'We acted like hormonal idiots...no need to dissect the embarrassing grope fest...'

'It was hot,' he managed chuckling as her hands squeezed him warningly. 'Surely you're not thinking of tickling me again - not already?' he teased and her face burned.

'I loathe you,' she muttered.

'Sure you do,' he grinned broadly, not that she could see it with her head pressed tightly to his chest.

'I should go,' she said at length.

'Don't run away, I won't mention it again,' he half begged without releasing her.

'I'm not running away,' she shifted away from him and despite her burning cheeks looked at him, 'I have to go help with the addition to the house - your crazy B&B idea. In fact that's why I came over here - to see if you might be willing to lend a hand.'

'Not to tell me all about this super smart beau of yours?'

'Well that too,' she shrugged.

'Come on then Potter, let's go hammer some nails,' he realised her and with burning cheeks they both sat up on the bed. 'You're ok?' he asked softly, holding her gently.

'I'm ok,' she smiled up at him, then rested her head against his chest. 'I'm good.'