A/N: I've been doing some cleaning up. Please ignore all the mistakes that are left , I'll get the buggers.

Pam's brain had disconnected from the rest of her body. She knew faintly what was happening; yet she couldn't react. Toby was kissing her, gripping her tightly against him.

She felt detached from herself. She could vaguely tell he was kissing her, his fingers gripped in the skin of her arms, but she couldn't fathom how she came into this mess.

She tried to pull away from him, trying to talk into his mouth. The only thing that escaped her lips was a small noise; in which he mistook as an invitation. She felt his arms rake around her back as he pushed her against him, his mouth opening to push his tongue into her mouth.

The tip of Toby's tongue pulled Pam back into the universe. She was kissing Toby. Oh god, she thought, this is all wrong. She thought over and over again. With more force, she pushed away from him, their lips parting in a smacking sound.

"Jim," She started, staring at him in disbelief. She meant for it to sound more authoritative, as if it was an explanation.

Then she heard it, footsteps shuffling quickly and then stopping. Her head turned and she felt her blood drain from her face. "Jim." She spoke this time to the lanky figure that had stumbled across them.

Jim felt as though he had been punched in the stomach. He suddenly couldn't breathe. He felt his world crack as he watch Toby kiss Pam, his arms pulled around her in an embrace. He felt sick.

He braced himself on his knees for a second, trying to get his hands to stop shaking and words to come back to him.

"Jim", he heard her say, but he didn't look up. He pushed his eyes closed, feeling the lump set in his throat as he tried desperately to push it away. He heard shuffling as Pam quickly crossed over to him.

He stopped her, suddenly finding his voice. "Don't. Just don't" He spat curtly, still refusing to open his eyes to look at her. Maybe if he kept them closed he could pretend he wasn't facing this horrible ordeal. He stayed there for several more seconds, feeling his heart turn cold, pumping a frosty slush through his veins.

He heard her speak again, timidly at first, "Jim, just listen, please." She started. Jim finally opened his eyes and looked up at her, his hands still resting firmly on his knees.

"Listen to what Pam?" He asked, fighting the anger and anquish that had taken hold of him. "Listen to why Toby's tongue was stuffed halfway down your throat?" He finally stood to his full height, now eaily towering past Pam to look at Toby. "What the hell man?" He spat at the shrinking figure of Toby, who was trying desperately to blend in with the background of the building. Toby just stared back, palms faced out toward Jim, like he was being robbed.

Jim pushed his mouth into a thin line, nodding to himself, suddenly feeling a strange sympathy for Roy.

He looked back at Pam, whose eyes were bright with tears that were already spilling over onto her cheeks. "I guess I should feel lucky." His voice shaking with the effort not to lose control of it. "I mean, this is where we first kissed." He looked around, feeling his surroundings for the first time. " You were engaged then too..." he couldn't finished his thought, emotion stinging his eyes. He looked back down at her, still taken aback by her beauty. He felt empty; hallowed from the inside. Her beautiful face was full of confusion.

"What are you talking about, Jim?" She was pleading now, not sure if she wanted him to continue or not.

Jim's face contorted as a tear spilled over onto his cheek, "Tonight was it, Pam." stuffed his hands into his pockets, feeling exposed and naked at that moment. He bit his lip as he closed his eyes, trying to find the right words to make her understand. "It was going to be tonight, but Andy, and I. . ." He stopped. He couldn't say the words out loud.

Pam's heart stopped as she felt every part of her crack and crumble under Jim's anguished stare. She wanted to find a hole somewhere to die. She cupped her face in her hands, feeling hot and sticky, tears spilling freely now.

"Please Jim, it wasn't what it looked like," She sobbed at him, understanding slowing what he was telling her.

Jim took a slow breath, closing his eyes for a moment before finding her again. "I wont be that man, Pam. You've been all I've ever wanted for so long, I wanted you to be my wife." He caught for a moment, quickly recovering. "But I can't do this." He lowered his gaze. He realized that his pocket had suddenly started to burn against him.

"Jim, please I'm sorry." Pam sobbed as she reached for him. Jim didn't move from her touch, he actually let himself melt into her skin. He tenderly reached for her face, cupping her wet chin in his hand. He rested his forehead on hers, breathing in her scent.

Pam had mashed her fingers into the material of Jim's shirt, refusing to let him go.

Pam could feel Jim's breath on her forehead as he spoke softly to her. "You're not ready for this, Pam, I know that." He cupped her cheek in his large hands and kissed her forehead tenderly.

"Please don't do this, Jim." She pleaded softly, "Please. . . I didn't know, I'm sorry".

Jim's heart ached, he wanted desperately to forget everything he saw, to forgive her and kiss away all her pain and sorrow. But the image of Toby and her had sickeningly etched itself into his memory.

"I didn't do this Pam." He sadly explained, not wanting to believe it himself. He wasn't accusing now, just concluding. His free hand and reached into the too heavy pocket as he pulled out the little velvet box. Pam's eyes followed the box and she cried harder; suddenly knowing all along.

"Please Jim," she started. "I love you."

Jim knew he had to do this quickly, or he didn't think he could go through with it. "I love you too, Pam. . . But I don't want to be something you regret in your life." He felt his eyes boil over and he swallowed hard as they both stared at the box between them.

"You're not something I regret. I'll never regret you, please." She pulled his face to look at hers and rubbed her thumbs against the hard stubble coating his cheek.

"Ask me." She softly pleaded.

Jim started the shake. He looked at her for a moment before shaking his head, now determined. He took one of her hands in his and handed her the box.

"I'm sorry Pam. I can't". He pulled away from her embrace and, stealing one last glance at his best friend, he turned on his heels and walked silently away from everything in is life.