December 10. On Friday morning, he waited by Joey's locker before the first bell. He soon saw her coming towards him, walking quickly. "Hey," she said as she approached him, looking frazzled.

"Hi. Where were you this morning? I stopped by your house to pick you up."

"I'm sorry," she apologized as she put in the combination on her padlock. "The Potter home has been a regular house of horrors this week. Bessie decided to postpone the opening. We thought it'd be ready in time to possibly have holiday guests, but the furnace stopped working. Again. Getting a new one is going to be such a huge cost. Then the washing machine busted last night, so I had to get up early and go with Bessie to the laundromat on the other side of town because that's the only one open before 6:00 AM. That's why I wasn't around when you came to pick me up. The repair guy can't come until Monday. That'll be another cost." She sighed.

He nodded, watching her hang up her coat inside her locker. She looked especially pretty today, he thought. Softer somehow. She wore a snowflake-dotted blue sweater that hugged her figure and her dark brown hair fell loose about her shoulders. Then there were those gorgeous eyes—large, brown, and intelligent, with something like a haunting sadness that tugged at his heart and drew him to her. Her mouth was full, desirable, and she smiled at him. His stomach filled with butterflies.

The bell rang and they started heading towards Homeroom. "You know, Potter, I would've at least appreciated a phone call. I mean, it's common courtesy. You knew I was giving you a ride."

"I said I was sorry. It's not like I forgot you on purpose. I had other things on my mind."

"Well, I see how I rate: just below the washing machine," he snarked, his tone dripping with sarcasm.

She rolled her eyes and sighed. "Look, Pacey." She held out her left arm and pulled at her sleeve, revealing a delicate piece of jewelry around her wrist. "I just found my mother's bracelet this morning, so why don't you cut me some slack?"

He stared down at the bracelet that had once belonged to Mrs. Potter, and smiled. "Okay, Jo. But just this once." He smirked.

She fought a grin, shaking her head as they walked into the classroom.

When the bell rang at 1:40, signaling the end of 6th period, he gathered his textbook and started walking out of English class with Dawson and Joey, Jack and Jen following behind them. Before he reached the doorway, the teacher stopped him.

"Pacey Witter."

Rolling his eyes, he turned around. "Yes, Mr. Broderick?"

"I'd like a word."

Great. His friends gave him sympathetic glances as they left the classroom. Three minutes later, he walked out to find Joey was waiting for him. "Are you in trouble?" she asked as they started walking down the hall towards their Spanish classroom.

He laughed. "No, I'm not in trouble, Joey. Mr. Broderick said he'll raise my D to a C if I'll try out for the school play."

"Barefoot in the Park?" she said, surprised. "You? Doing the school play? Participating in an extracurricular school activity? Has hell frozen over?"

"I know it's not my regularly scheduled programming, Jo, but Mr. Broderick's deal is just too good to pass up. Well, I guess I'm technically being blackmailed…"

"Why can't you just work harder on your homework? Do you remember getting A's and B's last year, Pacey? It wasn't that long ago. I know you can do it if you just put in the time and make a little more effort."

Frowning, he glanced at her. "So, then you think doing the play is a bad idea? I probably won't be any good, anyway."

"I didn't say that. What's the role?"

"Paul."

"That's actually perfect," she said, smiling to herself. "I'm sure you'll nail it."

He beamed. "Thanks, Jo. You wanna come and watch? They're holding tryouts in the auditorium after school today. If I do get the part, it's six weeks of rehearsals and then three shows in January. It'll suck up my weekends for a while, but it could be fun."

"I'd love to watch you read for the part, but…" She avoided his gaze and tucked her hair behind an ear. "Well, I kind of need to be home right away. I'm, you know, expecting a phone call."

"Oh, okay." They walked the rest of the way to class in silence. Joey had been like this all week—needing to get home immediately after school because someone was supposed to call her—ever since she came home from the college campus trip. He'd once asked her who was calling her, but she changed the subject. She obviously didn't want him to know, which both intrigued and bothered him.

After his Friday afternoon tryout and first rehearsal, he rode his bike to the Potter's house. Once Bessie let him inside, he found Joey moving furniture around in the new guest sitting room. She'd rearranged the furniture several times this week. He guessed it was nervous energy over the B&B's impending opening. He loudly cleared his throat and dropped his backpack on the floor. She turned to look at him, chuckling. He then held up a piece of paper and began to read.

"'I have volunteered to take part in Capeside High School's production of Barefoot in the Park. I understand that this is a serious personal commitment. I hereby agree to show up on time for all rehearsals, performances, and related activities, and to give my best to make this show a success. I confirm that I consider my participation in this show to be a special priority in my life.'"

He looked up at Joey and grinned, turning the paper around to show it off. "Signed, Pacey J. Witter."

Her mouth fell open. "Pacey!" She rushed forward and hugged him. His heart started pounding and his mouth went dry. "Congratulations," she said as she pulled out of the hug. "This is so exciting! I can't wait to see you in action."

He smiled. "Thanks! Yeah, it's great." His smile faltered. "Well… there's a slight… hiccup? I don't know. Well, Andie is going to be the assistant director. We got in this stupid argument. She wanted me to quit and I told her to quit, and then we both just decided… not to quit. So, I guess we're stuck with each other for the next six weeks."

Joey swallowed. "Oh. So, you two will be spending a lot of time together, then."

He shrugged. "I guess. If we don't kill each other first." He tried to laugh it off. "Andie is quite bossy, so I'm sure she'll be good at directing."

The air in the room had suddenly changed. She dropped her gaze from his, no longer able to meet his eyes, the excitement fading from her face, and turned back to her sitting room project. He eyed her, not sure of the reason for her change in demeanor. "Uh, you want some help, Jo?"

"Sure." She wouldn't look at him.

They worked quietly, the strange tension in the room remaining palpable for some time until it slowly dissipated. Soon they were laughing together. Once the furniture and other décor were in their right place, they pulled out their textbooks and began working on their homework. Around eight o'clock, the telephone rang. Joey jumped up from the couch and he watched her rush over to the phone.

"Hello?" She smiled shyly. "Hi. … I'm good. How're you? … Um, I can't really talk right now. I have a friend over. … Can you call back in about an hour or so? … Okay. Sounds good. … Bye."

He watched her walk back over to the couch, taking her seat next to him. "Who was that?"

She shrugged, not meeting his gaze. "Just… someone."

"Is it a secret?" he questioned. More than ever, he wanted to know who'd been calling her all week.

"No, it's not a secret, Pacey." She huffed in annoyance. "Fine. I met someone when I was in Boston for the campus tour. His name is A.J. and he's really nice."

Her words caused his gut to tighten. She met a guy? "He's in college?!"

Joey still wouldn't look at him. "Yes. He's a sophomore."

"And what do you two talk about on the phone every night?" he asked, unable to keep the suspicion out of his tone.

"Books, poetry," she answered.

He scoffed. "Oh, so he's a geek."

She rolled her eyes and threw him an exasperated look. "He's sophisticated and intelligent. He's an English Lit major and he's a brilliant writer himself."

The thought of her with some college guy made him physically ill. The faceless jerk he now envisioned her with was dying a very painful death in his head. "Well, la-dee-fucking-da," he snarked. "You missed watching me read for the part in the play because you had to hurry up and get home so some poetry geek could read to you over the phone? And then he didn't even call until eight o'clock at night? Thanks a lot, Joey."

"What's your problem, Pacey? If you're going to be rude, you can leave," she scolded.

"Fine, I will." The reminder that Joey Potter was getting to him on a level that was unprecedented was not welcome. He stuffed his textbooks and notes into his backpack, and walked out of the house without another word.

He drove home in silence, keeping the radio off. If only he could shut his brain off. Why should he care if some poetry geek called Joey on the phone? This feeling surging through him couldn't possibly be jealousy. What was there to be jealous of, anyway? So, the guy read poems to her over the phone. Lame. And the guy was in college, in Boston, and surrounded by experienced women on campus on a daily basis. There was no way the guy would get serious with a high school girl as uptight as she was, and if college-boy did, so what? It's not like he wanted to date her. Unless…?

The icy knife of fear stopped his thoughts in their mental tracks. He knew the feeling, and he was afraid of it. There was no possible way he could fall in love with Joey Potter. He couldn't, and he wouldn't. He'd convinced himself that what he felt for her was nothing more that overwhelming lust mixed with crippling loneliness. That's all he would allow it to be. She was a beautiful girl, and it had been so long since he'd had any kind of positive female attention that frankly any good-looking woman who had spent that amount of time with him over the past several months would've had the same effect.

He knew he was lying to himself. It was Joey. He'd felt it for years, off and on, but because Dawson had almost always been around them, he'd managed to ignore it, keep it controlled. Not now. Now, they were alone most of the time. Now, it was driving him crazy. He quickly shoved those thoughts away. He reminded himself what he felt for Joey was purely hormonal. Chemical. Controllable.

December 12. On Sunday morning, while on his way to the high school for Barefoot in the Park's third rehearsal in as many days, he went downtown and stopped at Enchanted Florist. He was the only customer in the place. There was one wall lined with shelves that were filled with vases of all kinds—glass, crystal, porcelain, wood. He walked around large coolers full of bouquets in the center of the shop, and checked out another corner of the room where a plethora of balloons and teddy bears sat on a table.

"Hi, can I help you?"

He spun around to see the owner of the voice, one of Gretchen's friends from high school and former Capeside High cheerleader. She wore a pair of faded blue jeans that hugged her curves and a white canvas half-apron tied around her waist. The pink polo shirt she wore had the florist logo above her left breast. Her long curly blond hair was pulled into a thick ponytail at the nape, but some curling strands fell free against her face and neck. "Hi there."

"Well, if it isn't Pacey Witter," she said with a bright smile.

"Well, if it isn't Ryan Lawrence."

"What brings you here?"

"I… uh, need some flowers."

Her green eyes twinkled. "You're in luck. I think I have a few around here somewhere."

He chuckled under his breath.

"Are you looking for anything in particular, or just whatever I can throw together?" she asked.

"I don't know," he replied. "Nothing too expensive, but nice."

She nodded, and glanced around the shop. "What's the occasion? Birthday? Anniversary? Christmas?"

Does the anniversary of someone's death count? "Um…"

"Is there an occasion, or do you just want to surprise her for no reason?"

He was taken aback. "Who?"

"Your girlfriend."

His brows furrowed as he squinted in confusion. "What girlfriend?"

She gave him a disbelieving look. "I've seen you around town a lot with that Potter girl, and you always look all gaga and woozy for each other."

"She's just a friend," he replied, suddenly uncomfortable, his stomach doing somersaults. "Anyway, I need the flowers because I'm going to the cemetery later."

Ryan's eyes widened in shock. "Oh my. Who died? I haven't heard anything…"

"Oh, no! No. It's no one in my family. Just a friend who passed a few years ago. I'm going to visit her grave later."

"Ahh. I see. So, this friend… Do you know what kind of flowers she liked?"

He wracked his brain for any flash of memory. In his mind's eye, he could see Mrs. Potter on the back sunporch. She was painting. Classical music filled the air, emanating from the CD player in the corner. There were a few vases around the room. "Lilies… and roses, I think."

She smiled. "Okay, we can work with that. Did she have a favorite color?"

"Hmm. She wore red a lot."

"All right." She smiled again. "Let me put something together. I'll be right back." She cast him another smile before pushing through some double doors behind the counter and out of his sight.

He paced around the shop while he waited. He noticed one of the teddy bears was about to fall off the table, and reached down to adjust it. The stuffed bear had a red and gold ribbon tied into a bow around its neck. Behind him he heard the double doors open again, and he turned around.

Her smile was beautiful. "What do you think?" She had a small bouquet with three white calla lilies and a half dozen long stem red roses. The blossoms were interspersed with dark green leaves. The bouquet was tied together with a red-and-white striped ribbon. It was very pretty.

"It's perfect," he said. "I'll take it."

She smirked. "And the teddy bear?"

"What? Oh." Clenched in his hand was the stuffed bear he'd attempted to straighten out on the table. "Um… Yeah, I guess. The teddy bear, too."

She started typing into the register. "I'll give you the Friends & Family discount."

He smiled. "Thanks, Ryan."

She read him the amount and he pulled out his wallet, handing her the cash. "Do you want a bag?"

"Nah."

"You know, you're getting cuter every day, Pacey." She smiled again, her eyes twinkling. "That Potter girl sure is lucky."

He swallowed. "We're just…"

"Friends. Yeah, you said." Ryan smirked, handing him the receipt and his change.

He laughed nervously. After thanking her and saying goodbye, he walked out of the shop. Just as he reached his mom's wagon, a familiar voice called out.

"Pacey?"

Turning, he saw Joey on the sidewalk. His heart started pounding and his stomach filled with butterflies. "Oh, hey."

She eyed him, glancing at the flowers and the teddy bear in his hand and smiling with amusement.

"What are you up to?" he asked her.

"I'm running errands for Bessie." She stared at the flowers again. "And where are you going?"

"Rehearsal," he answered.

She nodded, her smile faltering a little. "Are those props for the play?" she asked, pointing at what he was carrying.

He shook his head. "No. I bought them for… someone." Why couldn't he just tell her that the flowers were for her mom's grave? He'd been going every year since Mrs. Potter died, but the thought of telling her made him nervous for some reason. He didn't know how she'd react.

Whatever amusement had been in Joey's eyes went out like a light and her face became a wall. "Oh. Will everyone be at rehearsal? Mr. Broderick?"

"Yep. He's supposed to be."

"And… Andie?"

He let out a breathy laugh. "She'll probably be the first one there."

She pursed her lips, averting her gaze from his. "How are you two getting along?"

"Um, it's not too bad, I guess. Well… to be honest, she's being really supportive, actually. Of course, as assistant director I suppose she has to be, but I think she means it."

Joey still avoided eye contact and tucked her hair behind an ear. "That's good. Okay, well… I hope your rehearsal goes well."

"Thanks, Potter."

"See you later." She eyed the flowers and teddy bear once more before walking away, heading down the sidewalk. He stared after her until she disappeared inside Ace Hardware.

Three hours of play rehearsal later, he drove to the cemetery, one eye on the rear-view mirror. Once he arrived, he stepped out into the cold air and walked to Mrs. Potter's neat and well-maintained plot. Then he laid the bouquet of flowers on the grave plaque, just beside her name and dates.

IN LOVING MEMORY
LILLIAN JOSEPHINE POTTER
JULY 5, 1952
DECEMBER 12, 1995

As he knelt down, he stretched out his arm and rubbed the plaque gently. "I wish you were still here," he said quietly. "You should see Joey. She's beautiful. Super smart, and funny. You'd be proud. But that daughter of yours is also really annoying, just so you know. Mostly because she's almost always right, even though I hate admitting it. That temper of hers…. I swear she does things just to spite me. She drives me nuts. I, uh… I think I kind of like her, but we're not going to tell her that. It's our little secret."

His throat suddenly tightened with emotion, hot tears pricking his eyes. He stood up and gazed down at the grave for a long moment, memories swirling inside his head. "I'll never forget how kind you were to me," he whispered.

Snow began to fall, giant, fluffy white flakes. Behind him, a voice spoke softly and said, "Hi."

Startled, he turned around and saw her. "Hi, Joey." He swallowed, his guts twisting into knots, his face becoming flushed. "How long have you been standing there?"

"Not long," she replied. The heat of her breath misted the cold air. Her gaze dropped from his and she stared down at her mother's grave. Then her eyes flew back to his, surprised. "The flowers…"

"Yeah." He felt apprehensive, unsure if she would react positively to the fact that he'd come to visit her mother's grave.

Her lips parted and she stared. "I had assumed the flowers were for…" He gave her a look of confusion, his brows furrowing. She seemed embarrassed. "Well, it doesn't matter. I have to say I'm surprised, Pacey. I never thought you…" The sentence trailed off.

Never thought he what? Cared? Frowning, he met her penetrating gaze; she had never looked at him like this before. There was… something in her eyes. Loyalty, maybe? Esteem? Affection? A fondness that hadn't been there before? He wasn't sure, but it made his heart pound and his knees go weak. She stepped forward and moved to stand next to him in front of her mother's plaque, setting down a small bouquet of red and yellow flowers beside it. She looked down at the grave, lost in her own thoughts. Then she slowly placed her hand in his. It was soft and cool, but quickly warmed.

They stood in silence, the snow falling around them. He liked holding her hand. He liked it too much—more than was good for him. She turned and eyed him for a moment, a bit of sadness in her eyes that seemed unrelated to where they were, as if she was thinking the same thing. Then she started pulling her hand away. He fought the urge to hold onto her tighter, and let her go. She shoved her hands in her pockets to keep them warm.

"Do you need a ride home, Potter?" he asked quietly.

She nodded. "Thanks."

They then walked quietly side by side out of the cemetery.