Pacey took a deep breath but it didn't help, he was still ill at ease. Coming back, after last year's prom, after so long away, felt… surreal.

Beside him, Andie shimmered in silver tissue dress she'd found in a little vintage shop on their travels home. With a sparkling pin holding her hair away from her face. "Ready?" she asked, searching his face.

Pacey straightened his tie and nodded. "As I'll ever be. You?"

"Whether I am or not…" she shook off some of the nervousness.

Pacey looked at her and grinned. "You're absolutely ethereal tonight."

Andie scrunched up her mouth in a gesture that said 'You're blind.'

He reached out his hand and captured hers, lifting it to his lips for a kiss. "It's true, Andie. You take my breath away."

She exhaled in a gust and smiled. Together, they walked in the door.

The lights, the music, the crush of people all blended to make the Prom feel more like Times Square on New Year's Eve than just another dance. Unlike the previous year at the restaurant, the sheer volume and noise was off the charts.

"Wow," Pacey actually took a step back.

Andie looked across the dance floor and squealed. Grabbing Pacey's hand, she led him to her brother.

"You're here!" she announced excitedly.

"Where else would I be?" He twirled his sister and whistled appreciatively at her outfit.

"I'm Tobey," the other guy announced.

"Oh, sorry! I'm Andie, Jack's sister. And this is my-"

"Life partner and sailing instructor," Pacey gave her a look and held out his hand to shake Tobey's. "Pacey Witter."

"He also does dishes," Jack offered.

Pacey chuckled and clapped him on the back. Hard.

Dawson appeared with Joey on his arm. "Hey."

"Hi! Look at you, gorgeous," Jack complimented Joey, who twirled in her lilac dress.

Jen bounced up and hugged Jack. "Hi, handsome."

Drue followed and inspected Jack and Tobey. "Darling," he smiled at Jack. "You're a vision."

"Is there anyway we can muzzle him?" Jen demanded.

Drue draped an arm around her shoulders, which Jen quickly ducked out of. "You're adorable when you're angry," he smiled.

Pacey's eyes narrowed. "What's going on?"

Jack laughed. "Retribution, old friend."

"With a side of sarcasm," Jen complained, holding up what looked to be a wrist corsage made of cabbage.

"Look, don't come crying," Joey teased. "You chose not to think of the consequences of a certain action before you went and performed said action and now you reap what you sow."

"The punishment does not fit the crime," Jen muttered.

Dawson tugged Joey's hand. "Let's dance," he urged, wanting to get away from Pacey and be alone with Joey.

"All right," she agreed softly as he led her away.

"This place is insane," Drue's eyes examined the decorations and crowd.

"Mos Eisley," Pacey intoned. "You will never find a more wretched hive of scum and villainy. We must all be cautious."

"Mos Eisley done over in pink and green, and way too much taffeta to be healthy," Drue added. "A nightmare in any dimension."

"Coral and aqua," Jack corrected. "It's a Little Mermaid meets South Beach theme. I was, quite obviously, outvoted."

"Deeply disturbing," Pacey informed him with a lift of his eyebrow.

"It was in your honor, Sinbad. Yours and Andie's," Jen turned to Drue. "Hello? Date needs drink."

Drue raked his eyes over her. "I may have just the thing. If you'll accompany me to the Lido deck?"

Jen slipped her hand in his offered arm and accompanied Drue out the door.

"That? Makes me nervous. She hasn't been herself since she got back from New York."

"What happened in New York?" Andie asked.

"I don't know; she hasn't wanted to talk about it."

The band began to play an upbeat tune. "Hey, you," Pacey pulled on Andie's hand, twirling her up against his chest. "Dance?"

She turned back around under his arm and faced him. "You gonna go gentle with me, Baryshnikov?" Andie teased.

Before she could finish, he snaked a hand back around her waist and pulled her close. "Not a chance," he whispered in her ear. "You'll be crying for mercy…"

"As long as you carry me home," she smiled into his eyes. "Yes."

He leaned down and kissed her lips softly, the barest brush of skin. Exhaled, lifted her hand, and twirled her away.

"Is it just me, or do those two have a serious Haley/Nathan vibe going?"

"More like Leia/Han Solo," Jack retorted, uncomfortably realizing he was now alone with Tobey. "And Drue in a cameo as Jabba the Hutt. Speaking of which, maybe I should go check on Jen."

Tobey held up a hand and blew out a long breath. "Or we could…dance?"

"We talked about this. It isn't a date, Tobey. Just…"

"Two gay guys at a high school prom? It's a dance, Jack. Not a 'stand and sway on the sidelines'."

"I just don't think I'm ready for that."

"You can't be theoretically homosexual, Jack. I mean, why did even have Jen invite me tonight?"

Jack flinched, his ambivalence with the situation written large on his face.

"God," Tobey bit out, frustrated. "Did you even…? Jack - I don't know what this is all about, but call me when you get over it." He walked away.

"Tobey…!" Jack called. But Tobey didn't return. After a few minutes, Jack gave up and headed for the stairs.

"I'm the queen of the world!" Jen announced to the Capeside harbor.

"All righty, then. Enough of that," Drue pulled the bottle from her hand. She immediately began fishing in her purse for some pills.

Dure laughed and pulled that bottle away, too. "Keep this up and you'll get caught again, Lindley."

"Like you wouldn't love that. Like you don't just live for other people's misery. You're the Duke of Schadenfreude!"

"Jen, seriously, what's wrong?"

"Drue, seriously, like you care."

"Pretend I do."

"You're like a parasite for other people's pain. Go away!" Jen shouted, stepping back and nearly falling into the railing.

Jack reached her just in time, throwing his arms around her waist. "What the hell?" he demanded of Drue.

"She just downed like a pint of good scotch in 3 minutes flat," Drue reported, rolling his eyes.

"Jen?"

She rotated and vomited on Jack's shoes.

"Oh, she's all yours, man," Drue held up his hands and walked away.

Back in the ballroom, Andie twirled in Pacey's arms, catching site of Joey sitting alone outside the glass doors.

"Where's Dawson?" Andie wondered.

"Oh, I could go all night without answering that," Pacey responded, pulling her close and spinning her.

"Maybe you should go over there," She indicated. "See if she's OK?"

"Maybe we should go over there," he corrected.

"No," she shook her head.

"Andie, are you forgetting our little fiasco last year? The land-based version of Poseidon our scrappy little crew put on? Now that we're actually afloat, I think the last thing we should be doing is…"

"Look at her," Andie urged.

Pacey turned his head, saw the vulnerable cast in Joey's eyes. The way the wind pulled her hair around her long neck. "Andie," he groaned. "What are you doing to me, here?"

"Last year, this time…"

"No, no…"

"Listen," she held up her hand. "I can't be Noel."

"Noelle? Who's Noelle?"

"No. Noel. You know, the smart geeky cute one who lost out to the other guy and then had to stand by for like another 3 seasons watching the curly haired girl keep choosing someone else."

"So, who's the curly haired girl in this analogy?"

"You."

"I can't be the curly haired girl."

"Pacey, you are… or maybe Joey is."

"Halt, I beg you," Pacey urged, smoothing her hair and holding Andie close to his chest. "No one is the curly haired girl here. Not you. Not me. I promised you a Prom. A perfect night. And if I go over there, the odds of some kind of non-perfect altercation go way up."

"I don't care. Go over, Pacey. You're her friend. And you stand by your friends, it's one of the things I love about you."

He bent his head back, looking into her eyes. "Last year on that horrible walk home, you showed this amazing dignity and generosity."

"It was all a show," she confided.

"None of it was," he scoffed. "That's you, Andrea McPhee. Every inch of you a class act. I didn't deserve it that night. I don't deserve it now."

She tucked her head back under his chin and let him lead. In her mind, she touched the tender memories, but 6 months with Pacey had strengthened her heart. The thoughts no longer made her cringe.

She stepped out of his arms and met his gaze. "No ghosts, Pacey. We can't run from the past. The good and the bad both brought us here."

"Right," he acquiesced.

"Thank you," she smiled.

"But if Dawson shows up - just remember it was your idea?"

"The bail bondsman takes traveler's checks, but you won't need them," she joked, giving him a push.

Pacey walked the few dozen yards to Joey slowly.

"Hey."

"Hey."

The melancholy in her expression was like a kick to his gut. "You all right, Jo?"

"Sure," she shook off her cobwebs. "Why wouldn't I be?"

"Good question."

She shook her head and looked away.

"Joey."

She turned back.

"Dance with me," he urged.

"I'm sort of over my apocalyptic gestures phase," she declined.

"Dance with the devil, c'mon," he held out his hand.

She looked around, and then stood and followed him back into the ballroom. He carefully placed an arm around her waist and she put a hand on his shoulder. They moved in tiny little steps.

"I know this song," Joey looked over at the band and began to hum along.

And now I don't want to talk about the things you overcame

By dragging up the past I'll put you through it all again

I've got the greatest admiration for the way that you got through it

Couldn't ask nobody else to do it better than you do it

Stay - stay you that's the toughest thing to do…

"The lady at the dance studio used to play it," Pacey said softly.

She looked up, surprised.

"Uh," he cleared his throat. "I never did hear if you and Worthington."

"I got in," she smiled bitterly.

He spun her as a new song started, with a faster beat. "I'm detecting a marked lack of enthusiasm, Potter."

"I can't afford it. Even with loans, grants, a scholarship…the B&B is doing so well that they think Bessie should be able to throw thousands of dollars my way."

Pacey winced. "Look, I don't have much, but…"

"No!" she stopped for a second and then began dancing again. "Don't even offer. What about you? Any plans for…" she gave him a rueful smile. "It's so strange. I don't know hardly anything that's going on with you. I mean, are you graduating?"

"In a way, I already did," he puffed up his chest in mock self-importance. "I got my G.E.D. last month. Part of a deal I made with Doug."

"Congratulations."

"I know it's not as cool as the whole spongegown squarehat thing you've got planned."

She laughed. "No, it's awesome, Pacey. I'm proud of you. Any idea what you're gonna do now?"

"Cooking school, in Boston."

"Wow!"

He nodded, "Like an associate's degree in applied frying pans or something. But it comes with a Cordon Bleu certificate and a work/study at a restaurant, so I'm pretty psyched. I'd be even happier if I knew you were going to be all right."

"I will be. I got into a couple of other good schools that have more reasonable financial expectations, and I'm up for a full merit scholarship at one of them, so…"

"I can't believe this," Dawson said across the room, holding two cups of punch.

"There's the teenage drama I was promised in the Capeside brochure," Drue crowed, dancing up to Dawson with Andie in his arms.

"No," Andie stepped away from Drue with a nasty look, moving to Dawson's side. "It's not."

Dawson looked at her. "How are you so calm?"

"How are you not?" Andie challenged.

Their eyes caught for a long, simmering moment. Then Andie reached over and took one of the cups, taking a gulp.

"We have admirers," Pacey whispered, his eyes darting across the room.

"Oh," Joey squeezed her eyes shut for a second. Then she stepped away from Pacey and walked back outside, away from everyone.

Dawson jogged after her, ignoring his old friend as he passed. "Joey," he stopped next to her.

She shook her head and looked out at the night sky.

"I see him and it all comes flooding back," he explained.

"You need to call a truce, Dawson. He's your best friend."

"No, you are," he corrected.

"You can't throw away what you two had…"

"He's the one that threw it away."

"Please, Dawson. Can't you reach out? There's nothing left fighting for. He's with Andie; I'm with you."

"I like hearing you say that out loud."

"I like saying it, but this thing between you and Pacey…"

"Is between me and Pacey. I'm more concerned with us."

"And I'm concerned…"

"Why?" Dawson burst. "Why, Joey? Why are you so caught up in Pacey and how I feel about him?"

"Because nothing is all right until that is fixed, Dawson! Can't you see that?"

"So, what? You being with me is contingent on me settling things with him? No. No, Joey, it doesn't work that way. You love me or you don't and it can't have a damn thing to do with Pacey Witter or anyone else."

"I love you, but…"

"No 'but' Joey. Stop there."

She looked at him with wide eyes. "I can't."

On the upper deck, Jen watched them.

"Second verse, same as the first," Jack noted, standing beside her. "It's time you tell me what happened in New York."

"I told my dad I saw him with Annie Sawyer," Jen turned and collapsed in a chair. "She was this girl who lived in the apartment downstairs with her parents, and she was so cool, Jack. And so young. Probably just the age we are now."

"And?"

"And one day I walked in on my father having sex with her in my parents' bedroom."

"Ah."

"But that doesn't count. I'm the whore," she took a long, shuddering breath.

"You're not," Jack argued. "I know you think you carry this taint, but it is absolutely not true. You have the purest heart of anyone I know, Jen."

"You think so?"

"I know so."

"Then tell me - when is it our turn, Jack? When do we get something clean and passionate and good?"

He held her and shrugged. "I don't know. It will happen, though. You have so much to give, Jen. The right guy will come along. For each of us. Hell, he may be on this boat right now."

"You can't possibly mean…"

"No, not anyone from Capeside. But maybe one of the guys in the band, or one of the crew?"

"The moppy headed singer? Or one of those knobby-kneed dweebs? No, thank you."

"We'll have love, Jen," he promised.

"You have a head start," she reminded him. "Speaking of, where is the erstwhile Tobey?"

"Probably off with Drue," he cracked.

"No, I'm here," Drue announced, walking towards them with his hands in his pockets.

"Oh, God, I thought I'd managed to lose you."

"Never, Jenny-penny," Dure chided. "I'm a very diligent escort. Until Jack's paid me in full I'm not going anywhere," he held out his hand.

"About that," Jack sighed. "I think we can take it from here, Drue."

"No, you got bigger fish to fry," Drue shook his head, closing his fingers around hers. "I'm gonna take her downstairs and get her some of that fancy fruit juice and ginger ale punch. And if she's extra good? I'll even get her a scoop of sherbert on top."

"No, it's-"

"Jack, I'll take care of her," Drue interrupted, suddenly serious. "You have my word."

Jack met the other man's eyes and nodded.

"Jack!" Jen laughed, as Drue led her to the doors.

Jack grinned and waved.

"Do we trust him?" Pacey asked, walking onto the deck with Andie tucked under his arm.

"Yeah, well…he's admittedly an acquired taste, but I don't think he's actually evil anymore."

"I buy Darth Vader's redemption. I even buy Shawshank's redemption. But Drue Valentine's?"

"We got a bit of our own back a few months ago, and, well…"

"The sailboat in the pool? That was you?! God, we heard about that!"

"Me, Dawson and Jen," Jack quickly explained the prank.

After the laughter died down, Andie looked around. "Jack, where's Tobey?"

"Question of the night!" He exploded.

Pacey and Andie shared a look of surprise. "What happened?"

"I wasn't ready to wave the burning flag," Jack answered a little more calmly. "I am, as it turns out, a politically backward specimen of a gay man."

"That's crazy, bro," Pacey sympathized softly. "Wasn't the whole point that we should just be who we are, as we are?"

Jack shrugged in agreement.

"It's Senior Prom, Jackers," Andie announced. "This is supposed to be fun."

"Yee-ha," Jack teased his sister.

Dawson stepped out on the deck and looked from face to face. "Yee-what?" he asked.

"I have been reminded that it is passé to lose one's date," Jack informed him. "And am now advancing to seek and converse."

"And possibly dance," Andie added. She moved towards the door. "And I'm going to help," She followed her brother, turning back for a moment to wave her hand in a subtle instruction that Pacey should talk to Dawson.

"They're subtle," Dawson observed, watching them leave.

"Like a rocket," Pacey agreed mildly.

"Joey wants us to talk."

"Ah. The question is, what do you want?" Pacey asked, looking into the night.

"Actually," Dawson admitted. "I'd like to try. Making things right with her seems to depend on making things right with the past."

Pacey nodded, "Sounds familiar. Andie plays that tune on the harmonica when the blues hit her just right."

"We've said some pretty crappy things," Dawson observed.

"And I meant them all, 100," Pacey answered.

"I know, so did I. And each of the swings I took, too."

"I don't know how we get past that."

"Maybe we don't. We can't go back to the way things used to be, Pace. What if the only tie that really binds us together is that we love the same people?"

"The same woman, you mean?" Pacey turned and met Dawson's gaze. "Because that was real. As much as you want to pretend it didn't happen."

Dawson's jaw throbbed as he gritted his teeth and counted to ten in his head.

"We have to start there, or it isn't worth a damn," Pacey told him.

"OK, you loved her."

"Love her. And if I hadn't pulled that line last summer and sailed away, I can almost guarantee you that I would have spent the rest of my life like Don Quixote, chasing a Dulcinea that would never feel for me the way she feels for…you."

Dawson exhaled.

"That doesn't mean that I've stopped being her friend. Or missed being yours."

"I miss being yours, too," Dawson owned up. "But the betrayal ran deep."

"I know; look, I'm sorry. For my part in it. For the pain it must have caused you. And… I'm really sorry that I ruined your friendship, because you were pretty much the only good thing in my childhood."

"You were some of the best of mine, too."

"I know that things between you and I seem beyond repair," Pacey noted. "And I wouldn't presume to be able to solve everything in a conversation, but I don't want to be mad anymore. I don't want to carry this around anymore."

Dawson nodded. "And I don't want to see you and feel like I have to put my guard up, wondering what else is happening behind my back."

"That's fair," Pacey dragged a hand over his short hair.

They fell quiet.

"So maybe we start small. Like…how you been?"

"Good. I got into USC Film School."

"Incredible!" Pacey exclaimed. "That's great. You know, next thing you know you'll be directing Rory's madcap wedding to Jess as some kind of final exam."

"Dean," Dawson corrected with a small smile. "With Luke as flowergirl. On location somewhere exotic, like…Hawaii."

"Except it will actually be Vancouver," Pacey quipped. "Hey, how about I tell you something that is being planned behind everyone's back? Andie and I are doing a semester abroad in Italy next year. With a side trip to Venice."

"That's cool," he replied, almost automatically. Then the expression on Dawson's face slowly dawned. "Wait, Venice? Really?"

"Really," Pacey's lips twitched in a smile.

"You're sure?"

"As I am that the cup was wood, old friend."

Dawson held out his hand. "Congratulations."

Pacey shook it. "Thanks."

They gave each other a satisfied look.

The glass doors opened and Andie and Joey stepped out on the deck, followed by Jen and Drue and a sour-looking Jack.

"Wow, there's a sight that does the soul good," Jen approved.

"Amen," Andie cheered, ducking into Pacey's embrace.

"No knives or longbows?" Joey asked, standing next to Dawson.

"No," he took her hand.

"You people make my teeth hurt," Drue complained.

"Why aren't you looking happier, bro?" Pacey asked Jack.

"He really lost his date," Joey answered with a small laugh.

"Dude, boat's not that large."

"Dude, seriously," Jack retorted. "He's vanished."

"We looked everywhere," Andie agreed.

"Everywhere?" Pacey challenged, his eyes drifting towards the water.

All seven moved to the railing and looked overboard.

The inky black stretched as far as the eye could see.

"OK, this is creeping me out," Jen announced.

"Me, too," Drue harmonized. "Let's dance."

With a long-suffering sigh, she let him take her hand.

"Good idea," Joey hinted. Dawson slipped his arm over her shoulders and gave her an encouraging smile.

"My darling Crimson," Pacey cupped Andie's face. "Shall we?"

"We shall," Andie brushed her lips against his.

And they followed the rest down to the dance floor.