Joey Potter was sitting on her bed watching TV when she heard the familiar tap on her window. She opened it and Pacey climbed in.

''What are you doing here this late?'' she asked him.

Pacey laid down on the bed and sighed. ''Why do you think?'' he asked her.

Joey immediately knew. ''He's getting on your nerves again?'' she asked him referring to his father.

''Yes once again he reminds me that I have no future and am the black-sheep of the family. Maybe he's right.'' he said quietly.

Joey was shocked. Pacey never took what his dad said to him seriously.

''Well he's wrong Pace. You'll be the most successful Witter of them all.'' Joey told him preparing the bed for sleep.

Pacey smiled his thanks and got under the covers. Soon they were both asleep.


The next morning at school, Pacey was sitting in Ms. Jacobs chair waiting for her to enter the classroom. She walked in, shocked to see Pacey there.

''What are you doing here Mr. Witter? This isn't your class.'' she told him, walking to her desk, trying to ignore him.

''Well we have to talk about that wonderful kiss you gave me.''

Ms. Jacobs froze, then said ''I have no idea what you are talking about.''

Pacey stood up. ''Your tongue was in in my mouth.''

She quickly turned to see if any of her students heard him, but no one was paying attention. ''Pacey really nothing happened. There was no kiss.'' she said before turning her attention to the board.

''You're not being fair.'' Pacey said before leaving the classroom.


Dawson and Joey were sitting at in the cafeteria laughing when Pacey and Jen walk in. Jen glanced at Pacey, gauging his reaction. He didn't look too happy. She walked over to the table and he followed her.

''What's so funny?'' asked Jen as she sat down.

''Nothing.'' Dawson and Joey said in unison.

They laugh again and Pacey rolled his eyes.

''So any luck getting into film class Dawson?'' asked Jen.

''No he still won't let up.'' Dawson said sighing. Joey stole a fry off Pacey's tray. He looked at her, she smirked, and he stole one off her tray. Dawson eyed him, with pure jealousy.


Pacey was sitting in English class while they discussed the book Wuthering Heights. Ms. Jacobs said that in the story Catherine and Heathcliff don't belong together and have a lot to learn about life. She glanced at Pacey, who rolled his eyes and looked away.


Dawson ran down the hall to Joey's locker. He stoped in front of her out of breath.

''I did it I convinced Mr. Gold to let me in the class!'' Joey smilied and him and asked how.

''Well all I've got to do is help Cliff Elliott with his movie called Helmets Of Glory and I'm in. The only catch is I have to be Nellie Olsen's assistant.'' he said.

''Well I know you can do it Dawson. You can handle her royal pain in the ass.'' Joey said, getting her books out of her locker.

Turning around she saw Jen talking to Cliff Elliot. After he walked away, Jen ran over to Joey.

''Cliff just asked me to the dance tonight!'' she exclaimed.

Joey hugged her. ''Congrats Jen.''

Jen ran off to her next class and Dawson turned to Joey. ''Joey do you want to go to the dance with me?'' he asked her.

''I would love to Dawson.'' Joey said smiling. He headed to class and Joey smiled to herself.


After school Jen and Joey were at Joey's house getting ready for the dance.

''So what is Pacey doing tonight?'' asked Jen.

Joey just shrugged. Jen quietly sighed. She knew Pacey really liked Joey but as far as she could tell, Joey didn't notice. Jen decided to find out.

''Well he told me he was going to the dance. Apparently the women of his dreams is going to be there and he plans on attending.'' She looked at Joey to she how she felt about it but Joey seems to not care.

''Good for him.'' she said, but began to feel weird about Pacey liking another girl. Mentally shaking herself, Joey applied more makeup, trying not to think about Pacey.


Dawson and Cliff arrived at Joey's house to pick up the girls. Jen walked out first and Cliff whistled. ''Wow, you look incredible.'' he said.

''Thanks. You look pretty good yourself.'' she said.

There was a knock on the door and Jen opened it to reveal Pacey.

''What are you doing here Pace?'' she asked him.

''I was hoping for a ride to the dance?'' he asked.

He entered just as Joey makes her appearance. and was anable to take his eyes off her.

''Wow.'' he whispered but only Jen overheard.

''You look beautiful Joey.'' Dawson said.

''Thanks Dawson. You look really nice.'' said Joey blushing.

Jen sees Pacey swallow hard, his eyes still locked on his best friend. Yep, he had it pretty bad.


At the dance Jen and Cliff headed to the dance floor, followed by Dawson and Joey. Pacey walked over to the buffet table where he gets Ms. Jacobs' attention.

''How are you enjoying the dance Ms. Jacobs?'' he asked her.

''It's very nice. I have to go make the rounds now.'' she says starting to walk off.

''Would you like to dance?'' Pacey asked her. She turned to face him, shakes her head no, and walked away.


''So are you having fun?'' Dawson asked Joey as they danced.

''Of course. Are you?'' she asked.

Dawson nodded his head but Joey felt he was hiding something.

''What's wrong?'' she asked him.

''Nothing.'' he told her.

After a while, Dawson excuses himself to use the bathroom. While he's gone, Joey spots Pacey alone near the buffet table. She walks over to him and grabs his hand.

''Dance with me.'' she said pulling him out to the dance floor.

''Glad to see I have a choice.'' Pacey responds with a smirk.

Joey lead him onto the dance floor, and faced him, rolling her eyes in a familiar gesture. ''Pace? Shut up, and dance.''

''Sure.'' he said, grinning brightly at her

They danced in silence, comfortable with each other. Joey closed her eyes and laid her head on his shoulder, closing her eyes. This was her best friend, why does dancing with him feel so right?

Pacey sighed in content and pulled her even closer to him, relieved when she didn't freak out and push him away. This...this was perfect. He'd been right all along. His dream girl was at the dance, he just needed a little push to get her into his arms.

Dawson came back from the bathroom and saw them dancing. He glared at Pacey, and then at Joey. Then, Joey opened her eyes and saw Dawson standing there. The moment was ruined as she backed away from Pacey's arms.

''Pace...I have to go.'' she said, as Dawson turned and walked out of the gym.

Pacey watched her go and sighed sadley. At least he had this moment with her.


Joey looked all over town for Dawson and finally spotted him looking out at the water near the pier.

''What's wrong Dawson? Why did you run out of there like that?'' she asked him.

''Are you and Pacey just friends? Because it doesn't seem that way to me. You guys flirt at lunch and, when you danced with him tonight, you looked to happy Joey.''

Joey walked over to him. ''Dawson, Pacey is my best friend and has been my whole life. The thing at lunch is what we always do. We weren't flirting, we were stealing french fries. And as for the dancing, he was standing there alone and you were in the bathroom so I asked him to dance. I like you Dawson but if you can't except mine and Pacey's friendship then maybe we shouldn't go out anymore.''

She begins to walk away but Dawson stopped her.

''I'm sorry Joey. I like you too but I'm scared I'm going to lose you to Pacey.''

She smilied. ''Don't be scared. That's not going to happen.''

''I really hope not. Because, you're really amazing Joey.'' Dawson whispered.

Joey crossed her arms over her chest and smiled softly at him. He stepped closer and held out his hand. ''Will you dance with me?''

She slipped her hand into his and he pulled her closer. As they danced slowly, Joey couldn't help but remember the way Pacey's arms felt around her.


Pacey walked along the docks, spotting Ms. Jacobs once again.

''I want to apologize for kissing you. I lost my head. Don't worry it won't happen again.'' she said.

''Why are you apologizing? I kissed you back.'' he said.

''True but I'm older. I should know better.'' she said.

''I may only be 15 but I can take reponsibilities for my actions.'' Pacey said.

''Well it can't happen again. Goodnight.'' She walked past Pacey but he grabbed her arm and she turned to face him. Suddenly they're kissing before she breaks it off and runs away.


Pacey climbed into Joey's window and saw her laying on the bed under the covers.

''Hey Potter. How was your night?'' he asked getting under the covers next to her.

''Dawson is scared he is going to lose you to me. Funny right?'' she asked him.

Pacey laughed nervously and said ''Yeah right. So what are we watching?''

Joey said ''Well in keeping with our dance theme of tonight I put in Grease.''

''Cool.'' Pacey said and he settled down to watch the movie.