A/N: Thank you all for the positive feedback for not only this story but all the other stories I've written, it really is great to hear that you all enjoy my writing. My apologies for the lack of Jen, it's just every time I type her name I accidentally write Hen, but just so you know she's an awesome character mainly from season 3 on but that's besides the point. Also please excuse my mullet convo it's just that I've always wanted to write one and Pacey's Julius Caesar cut from season one inspired me to do so.

The curtains by the window danced in the wind brushing off the creek. Pacey rustled in his light slumber eased by the warmth draped over his chest. Rolling her over gently he sat up squinting at the alarm clock on the nightstand next to him. "1:30," he said to himself his voice still groggy. Scanning the dimly lit room he saw no sign of Dawson Leery until a dark profile appeared in the window.

Stumbling through the frame and hitting the floor with a thud, the blonde scrambled to regain his composure. "You dog," Pacey said shaking his head a grin tugging at the corner of his mouth.

"Nothing happened," Dawson replied lowering his voice to a whisper. "We just had a nice night on the beach discussing how we could make a sturdier foundation for our relationship."

"You are a far greater man then I could ever be," Pacey responded bowing his head.

"What are you still doing here?" He questioned patting down his clothes.

"Well you asked me to baby sit," he gestured towards the sleeping lump, "and I had her in bed by ten. My rate is $10.50 an hour so you owe me.well.somewhere over the 50 dollar range."

"Funny Pacey, funny."

"Wait did you not want her staying her tonight?"

"No, I figured my girlfriend whom I'm on icy water with right now would love it if my best female friend was sleeping in my bed with me," he replied sarcastically.

"Well good then, because I really should get going," Pacey said heading towards the window.

"Pacey."

"Fine, I'll take her with me," he said lunging towards the bed and scooping Joey in his arms.

"How exactly are you going to get her down the ladder?"

"I'm gonna back my truck right below your window and just sort of roll her off hoping that I was a good judge of the positioning of the truck and what not. I'm sure the thud won't be too loud." Pacey reasoned still holding Joey as he demonstrated a throwing motion.

"Do that and you're dead, Witter," Joey mumbled through her light sleep.

"Ah, sleeping beauty awakens, and I didn't even have to give her a kiss."

Stretching slightly Joey wiped the sleep from her eyes, "Could you put me down."

"As you wish," he said dropping his arms to his side as she hit the floor.

"Pacey Witter friend to women," she mumbled climbing to her feet.

Offering a hand Pacey pulled Joey up the rest of the way before swinging her over his shoulder, "C'mon Potter, time to go home."

"Pacey," she fought, "I can climb a ladder by myself."

"Night, Dawson," Pacey said through an annoyed smile.

"Night, Pacey," Dawson said through confused brows, "night, Joey."

Joey gave him a dry look as Pacey climbed through the window carrying her with him, "Night." She mumbled as her head hit the frame, "Ow! Pacey!"

Letting out a sigh Dawson flopped onto his bed running his hands through his hair.

~*~

Sliding into a stool at the Icehouse bar, Pacey grinned from ear to ear. "What's up with you?" Joey asked organizing some of the dishes, "Find that Road to Elderoado action figure in your cereal?"

"Not yet but you'll be the first person I tell when I do," Pacey responded sarcastically.

"What can I get ya?"

"Brewskie," he answered as she picked up a glass.

"Cola it is," she answered flatly.

"I just saw some dude with a mullet."

"What is there a country western concert in town or something?" She asked placing the glass in front of him.

"Must be, that or a family down from Provincetown."

"The mullet is such a, a ballsy move don't you think," Joey asked deep in thought.

"Yeah, I wonder what a person would ask while at a hair dresser."

"Well," Joey began wiping down the counter. "Much like you ask them to cut it like Caesar, they probably ask for a Michael Bolton."

"Hey," Pacey protested, "this is not Caesar, it's clearly George Clooney."

"Yeah and Clooney clearly sports a Julius Caesar style," Joey insisted.

"Well I always thought a mullet man would ask them to cut it all short but start from the front. Then right before they got to the back they look down at their watch scream 'I forgot the kids' throw down some green and then run out of the barber's before they could get a word in."

"Well you're clearly insane," Joey replied patting him on the head.

"That reminds me," he said placing a pile of papers onto the counter. "I have finished my portion of the snail erotica extra credit assignment."

"This isn't due for another week," Joey leafed through the pages scanning over them. "It's really good."

"I can do a lot when properly motivated."

"Of course, most of the questions were about sex." She said bopping herself in the head in realization.

Waving an accusing finger he shook his head in disbelief, "You think you have me all figured out now don't you?"

She leaned over the counter towards him, "I don't think, I know."

The door swung open as Dawson walked in taking a seat on a stool next to Pacey, "I was just going," Pacey said tousling Dawson's blonde locks. "Jo, all you need to do is make a pretty little cover for our report and my days as the moron's leader will expire."

"GPA isn't the only criteria for that position, Witter," she called after him as he slipped through the door.

Dawson shook his head in disbelief. "I'll never understand you two," he said toying with the glass Pacey had left.

"There's little to nothing to understand," Joey replied flatly snatching the glass from Dawson's grasp and dumping the contents.

"No really, a week ago Pacey's begging me to let him pursue a relationship with you and now you're back to being bantering buddies." He said tracing a pattern on the counter from the condensation ring.

"Pacey Witter asked you if he could pursue a relationship with me?" She asked raising an endearing brow.

"Yeah at the carnival, he said he stopped hating you and that he maybe liked you and then asked me if it was okay if he acted upon it."

"He asked you?" Joey repeated her cheeks beginning to blush.

"Yeah, but he claims the feelings to be fleeting. Well I guess that parts obvious seeing as nothings changed between you two."

Joey nodded blankly; usually she would find some guy asking for permission to kiss her rather cheesy and demeaning but she only found herself spellbound. "Well he obviously has a short attention span."

After an awkward pause Dawson looked up at Joey locking eyes, "Things are okay between us right?"

She searched his eyes for a moment, "Yeah why wouldn't they?"

"Because of the whole Jen thing," he replied with a shrug.

"No, I'm fine with it," she said casually the statement carrying less bravado then she thought it would.

"Okay, good," he nodded a few times, "because I would hate things to get weird between us."

"Never," Joey answered shaking her head her eyes drawn towards the door.

~*~

The bell rang as the sound of students voices echoed throughout the halls. Jen gathered her books off her desk and headed into the hall. "Jen, Jen," she heard called out behind her.

Joey fell in step next to her tucking a loose strand of hair behind her ear. "Hi, Jen, I need to talk to you."

"Joey Potter seeking me out to converse, is there a full moon tonight?" Jen teased dodging past an open locker.

"I've been thinking about this whole friend thing that you've been trying to get going between you and me and I've decided that right now I'm going to cash in my rain check."

"And what's with this sudden revelation," she asked now genuinely intrigued.

"Well it's guy trouble," she explained timidly. "And I realized that Dawson and Pacey aren't very good with the whole girl talk thing," Joey reasoned still trying to work around her discomfort.

Falling into the lunch line, Jen leaned against the counter, "Look Joey, if this is about me and Dawson-."

"No, no," Joey cut in. "I know I've been giving you a hard time ever since you came into town a few months ago and swept Dawson off of his feet." She flinched at the bitter tone that tinged her voice. Jen rolled her eyes annoyed that her attempts to befriend Joey had once again faltered. "See there's this guy," she explained.

"Okay, this guy," she repeated her tone light, "does he have a name?"

"Can we just keep him nameless?"

"Alright fine, this guy, does this involve another one of those misconstrued sex scandals? Because I was thinking about the last one, and I've come up with some new ideas in case if ever happens again involving two and a half inches and a three way gone wrong."

Joey released a chuckle, "No, but I'll keep that in mind. Anyway, back to this guy," she continued fighting back a smile. "A few weeks ago he kissed me but I didn't kiss him back."

Sliding along the lunch line Jen picked through the selection, "And do you regret this?"

Joey let out a sigh, "Well, yeah. Not at first but now, yeah."

"Have you had any interaction since?"

Her cheeks flushed as she focused down on her tray, "Yeah, he tried to kiss me again."

"So we can correctly come to the conclusion that 'this guy' has feelings for you." Jen and Joey sat down into an empty table. "And very persistent."

"Well there was also cuddling," Joey explained chewing her lip to fight back the embarrassment.

"So we can assume you have feelings for this guy too," she said matter of factly. "So what's the problem?"

She cringed, "It's just that 'this guy' is 'this guy." She emphasized in frustration.

"Is 'this guy' someone who never seemed appealing to you before?"

"Exactly," she exclaimed trying to conceal Pacey's identity.

"But he's suddenly proving you wrong in so many aspects that you had judged him on."

"Yeah," Joey nodded along.

Jen's mouth twisted into a knowing smile, "So does Pacey know that you feel the same way?"

Joey sat up in attention, "Pacey, what makes you think it's Pacey?"

"Well there was my conformation."

Burying her face into her hands she glanced at Jen through her fingers, "Is it that obvious?"

She nodded taking a sip from her drink, "So when did you realize this?"

"Dawson told me that Pacey asked him if it was okay if he acted on his feelings towards me," Joey said dryly trying to hide the bits of excitement lacing through her voice.

"Aw, that's so sweet," Jen said through soft eyes. "Despite the whole idea of you being a possession of Dawson that needs to be granted access to."

"I know, and it's so unlike Pacey! He's one of those act first think later kind of guys and I've always been able to see through his whole act but now that he's attempting it on me." she trailed off.

"You find it irresistible," Jen finished.

Slumping her head into her hands Joey whined, "I'm a lost cause."

Jen leaned over the table resting on her elbows; "Well then do something about it."

Joey looked up at Jen then back at her tray. Her mind was filled with thoughts of Pacey, the feel of his lips against hers, his soft touch on her legs, the pointless yet necessary banter, his warm protective embrace.

~*~

Lying across the bed he leaned against the headboard, with Jen in his arm Dawson snuffed at the screen, "I refuse to believe that would ever happen in real life."

"That's the magic of cinema, Dawson; you get to live in the fantasy world for 90+ minutes."

"Well why can't they just have a movie that realistically captures life and its trials and tribulations?"

"Because that would be boring," Jen said snuggling closer to him, "Just watch the movie, sweetie."

Sighing Dawson focused his eyes back on the movie. He forgot why exactly he had suggested a movie night with Jen; it simply wasn't the same as with Joey. He missed over analyzing every aspect of each scene, the witty sarcastic comments Joey would have on behalf of his. Each time he tried to strike up a debate with Jen she would quickly dismiss it before returning her attention back to the screen. Dawson suddenly realized that he missed Joey, her smile, her giggle, everything.

~*~

Responding to the tap on her shoulder Joey turned her head glancing at the smiling face behind her. Rolling her eyes a smile escaped her own lips; "You really have to work on that dorky smile thing you have going on there." She said as she continued to scrub a plate.

"I just have some really good news," Pacey said leaning against the sink across from them.

"What did you see a women with a beehive this time?" Joey teased as he handed her another plate.

"No, I just got the results from our extra-credit extravaganza."

"What's the verdict?"

"Looks like you'll be seeing me a lot over the summer," he explained slipping the report onto the counter.

Wiping her hands against her apron she scanned through it, "I've got my perfect hundred," she said smugly as she continued to read, "and you are the proud owner of a 76," she paused, "not bad my friend."

"I fully agree a C+ is one of the best grades I've ever received."

Throwing her apron aside she gave him a playful hit, "See I told you that you could do better."

He glanced down at her hand, which lingered on his arm as his eyes met hers. Being drawn into the electrifying gaze she shifted closer in front of him, her hand gently stroking his bicep. "Pacey," she breathed, "I want to kiss you." His eyes widened in surprise but then softened by the graveness of her statement. She licked her lips, "And it's not to make Dawson jealous, or to get over him, or anything like that." Her breath was now hot against his cheek, her damp lips made contact with his warm skin as she whispered, "This is for always taking care of me." Her nose traced across his, as she moved to his other cheek placing a kiss on it, "This is for understanding me." Tilting her head up she placed a soft kiss on his forehead; "This is for stopping me from making a huge mistake." Her lips brushed down his face and fell upon the side of his neck planting a light kiss, "This is for thinking about others before yourself," she whispered thinking about what Dawson had said to her about the night of the carnival. Moving to the other side of his neck she placed another kiss, "This is for the way you look at me."

He rolled his eyes back in pleasure as her lips traveled over his face; his arms ran up and down her sides before resting on her hips. Their eyes met again, his dark with desire; she devoured his gaze any confusion that boiled in hers earlier now gone as she stroked his cheek. "And this Pacey," she said brushing her lips over his, "is for kissing me." Tangling her fingers between the short hair of his neck she covered his lips with hers sucking on his bottom lip before pulling apart. He leaned in and kissed her again his tongue darting out to part her lips allowing him further access. His arms snaked around her waist pulling her closer his hands running up her back surrendering in his need to touch her. He released a soft groan as his tongue explored her mouth studying every curve and crevice finding which spots gave the best reaction.

Finally releasing her he rested his forehead against hers, "I've been waiting for you to do that for weeks now." He panted kissing the tip of her nose.

She shrugged, "I can be a little slow at times."

Grasping her hand in his he dragged her out of the kitchen, "C'mon milady, throw together some grub and come with me."

"I can't Pacey, I have to work."

He gestured throughout the restaurant, "Look it's dead here and Bess isn't around so she can just kill you later."

"I adore your compassion," she said dryly.

Grabbing a paper bag he began to pack food into Styrofoam carry out containers. "I warned you, I'm very persistent when properly motivated." Taking her hand again he pulled her after him, "Now come on I'm taking you out."

Finally giving in Joey climbed into the truck folding her arms across her chest, "If you take me to the ruins, by God I will slug you. I can do serious damage, remember Grant?"

Pursing his lips together he nodded, "Okay, I think I can quickly muster up another location."

~*~

Stretching out across the blanket she felt the warm sun beat against her body. It was surprisingly warm for this time of fall but she didn't complain. Propping herself on her elbows Joey raised a brow, "Pacey have you washed this since it's last use?"

Pacey lay next to her on his side resting his head against his hand. He bent over smelling the remnants of salt left from its most recent purpose. "That would be a no," he grinned looking back up at her, "but this was your towel so you don't have to worry about touching the icky parts," he teased.

"Way to ruin the moment," she snarled giving him a dirty look.

He rolled partially on top of her holding up his weight with his arms and rubbing noses with her, "Oh like talking about dirty laundry was setting up a romantic mood."

"Well it was just a comparison to you, you know since you're so gross and dirty and stuff."

He smiled lowering his voice to a husky whisper, "Shut up and kiss me."

She shook her head, "Just because I kiss you once, you think you can demand me to cater to your every desire?"

He chuckled, "Well that was the idea yeah."

"You're so cute when you're delusional," She joked rubbing her forehead against his.

Curling out his lower lip he whimpered, "Come on, just a little smooch."

"Our stubborn personalities simply clash to often," she explained, "I think it's time we part ways."

"You're right," he nodded, "we had a great 10 minutes." Letting out a hysterical giggle her lips finally met his again. He smiled against them while mumbling, "Hey, I believe this goes against the rules of breaking up."

Pulling away she hit him playfully, "Witter, shut up and kiss me."

~*~

He suddenly felt alone sitting on the bench in front of his house. Everyone in his life was still there, still in the same positions that they had been before, but a balance had shifted. Dawson tangled his fingers through his hair in frustration. He had what he thought he wanted but it wasn't enough. He needed her again; he needed her by his side, comforting him when things went wrong.

Jen sank down next to Dawson on the bench her smile warm as she took his hand in his, "Hey there," she greeted cheerfully.

Meeting her eyes she saw the regret and fears lingering beneath his pointed gaze. Shaking his head he removed her hand from his, "I can't do this anymore."

~*~

His grin could not be erased as he watched her figure disappear through the doorway before making his way back to the truck. She kissed him; Josephine Lillian Potter placed her lips upon his in a completely voluntary motion. And she had not only done it once, but several times with much enjoyment.

Sinking further into the seat he finally pulled out of her lawn a dazed expression still dancing across his face. Letting his tongue drag along his lips the taste of her was still fresh and sweet.

He passed a slumped figure by the dock, his long blond locks that blew in the wind allowed him to classify the stranger immediately as Dawson Leery. Pulling over the truck he approached him with furrowed brows. "Hey D, what'cha doing?" he asked as Dawson acknowledged his presence.

"I was just thinking actually, well more like contemplating my choices," he said kicking lightly against his row boat that floated mere inches away in the grassy creek. "I was half way to somewhere about to say what may be the most important thing I've ever said and I just couldn't make it all the way."

Pacey took a seat next to him, pulling his knees against his chest. "What exactly is this life altering decision?"

"I broke up with Jen," Dawson said with a sigh, running his hands through his hair.

"Why?"

Dawson looked out across the creek the sea breeze strong in the autumn wind as he chuckled to himself; "I finally realized something."

Pacey twirled a piece of sea grass through his fingers a somber expression crossing his face as he realized what epiphany Dawson had reached, where he was heading, and what he was going to say. "I'm in love with Joey," Dawson finally spoke.

Pacey flinched biting back his lower lip, "Joey, huh?"

"Yeah, I've been so caught up with making Jen the perfect person for me that I couldn't see what was right in front of me."

A sting hit Pacey's eyes and he blamed it upon the salt in the water but he knew it was because he lost her, "That's great, man," he mumbled patting on Dawson's leg. He stood gaze towards the ground as he made his way back to his truck, the sudden twisting in his stomach causing him to limp.

~*~

Joey ran to the door the persistent knocking nearly waking her sleeping nephew as she swung it open, "Dawson, hey," she greeted.

"Hey, Jo," he whispered knowing of the infant, "can we talk?"

Knitting her brows together she nodded following him out onto the porch, "What's wrong?"

"Um," he began focusing on his hands, "Jen and I, we broke up."

Silence fell between them as she read the expression across his face, "Is this where I console you or is there a point to this?"

"Well yeah, the main reason that we broke up kind of had to do with you. I mean I really like Jen, she's beautiful, she's kind, she's great it's just that I realized that maybe she's not great for me, because I couldn't deal with her past I couldn't deal with parts of her present. It just seems that I'm trying to change her to make her better for me, to make her the epitome of my dream girl." Dawson rambled his pace fast and nervous as he searched Joey's eyes for a reaction.

Joey listened to his words carefully her thoughts drifting between Dawson and Pacey as she understood why he was here, "Is there a point to this diatribe?"

"You, Joey," he exclaimed, "you are my dream girl, the one I want Jen to become and I've been ignoring the feelings I've been having for you and dismissing all your signs of having feelings for me. But I'm done with that, I'm done hiding from this. I love you Joey."

Registering the ordeal Joey froze her eyes drifting over every inch of her porch. She got what she wanted, Dawson wanted her, but she had Pacey, Pacey wanted her too. Closing her eyes she felt the milky tears threatening below her lashes, "I kissed Pacey," she finally said.

"I know, I know, Pacey told me it's okay he said that you didn't kiss him back," Dawson reasoned with her.

"No, I kissed him today, at the Icehouse," she explained her eyes glossy.

Fear struck Dawson as he shook his head, "That's fine, it was one kiss what could it possibly mean? Right?" He pleaded.

"But that wasn't it Dawson, I kissed him again, he took me on a picnic and I kissed him," she licked her lips as Dawson tried to intervene, "And then in his truck during all the red lights, I kissed him, and on the lawn before we got out of the truck I kissed him again, and before I walked inside I kissed him again."

He shook his head in denial as he backed away slightly his eyes clouding over, "But Jo, I thought.you said.How?" He stuttered, "How can two people who hate each other as passionately as you two do, who couldn't even muster up a simple kiss for a movie because the disgust was too extreme, just start running around town with public displays of affection?"

Biting back her lip she shrugged, "I don't know, it just happened."

"Joey I love you and if you love me as much as I do we can work through this. I want to be with you," he said walking back towards her as he stared down into her eyes filled with confusion.

~*~

He sat alone on the dock staring at his hands; the cool fall breeze didn't make him flinch even though he sat in a thin shirt and jeans. The water was his calm, whenever he was lost or afraid he could always sit by the water and loose himself in it. He had been so stupid trying to interfere between a relationship that was so complicated, between one that hadn't yet existed. But he knew that any moment now Joey would sit down next to him stare at the mellow waves her lower lip within, hidden beneath her teeth. She would start simple conversation before breaking the news that he had been a mistake and she had gotten what she was looking for.

He couldn't explain exactly what he was feeling. It was a mistake he made too often; he fell too hard too fast. He thought he would have learned after Tamara had left town, the fact that she let him fall for him so quickly before breaking his heart. But with Joey it was different, not only was she within the same age bracket but he knew her. He knew what made her laugh, what made her cry she was the one female he knew inside and out. He should have known that he could never have her, never break her away yet he had fallen anyway. And now being in love with her would wreck his friendship with her forever.

"Hey," her soft voice carried through the misty breeze.

"Hey," he grunted not looking away from his hands.

"It's beautiful out today, the sunset and all," she nudged her head off towards the open harbor as she sunk down next to him resting her knees against her chest.

"Yeah," he mumbled softly, painfully.

"One day, I just want to sail away on the open waters," she let her head fall back as she felt the salty wind dance in her hair. "You can come with me if you want," she nudged his shoulder playfully; "I mean I know little about sailboats, I'll need a deckhand."

Fighting the urge to believe her he nodded solemnly, "Someday."

Unable to read his expression she returned her gaze back to the water, "Dawson and Jen broke up."

He smiled bitterly his prediction coming true; "I've heard that actually."

Biting down on her lower lip again she slid a strand of hair behind her ear, "Yeah he told me, just a few hours ago."

"Any other new revelations you care to share?" Pacey asked flatly swinging his dangled legs against the docks.

She dropped her head whispering as faintly as possible, "He told me he loved me."

A thousand knives penetrated his aching heart as he nodded realization creeping over him. "Well that's what you've wanted all along," finally looking at her he offered her a smile that never reached his eyes, "congratulations."

"Yeah," she trailed off still not finding the right words.

"So what are you together now?" He asked as dryly as possible trying to hide any emotions.

She gulped back the sudden lump in her throat, her voice unsure and shaky, "I don't know."

His voice turned cold his eyes matching his tone as he continued; "Well it's not like there was ever a choice, you two were meant to be together right?"

Closing her eyes she felt the milky tears forming at the brim of her eyes. His sudden tone displaying a side of him she rarely experienced. "It should be easy shouldn't it?" She nodded along taking in a deep breath of air. "I mean I've planned this day since I bought my first training bra."

Furrowing his brow he gave her a questioning look, "Then why are you here?"

"Pacey," she began wiping the escaping tears. "When I thought of Dawson I used to see holding hands walking down the street pointing out the new dopey fashion styles. I saw him and me rowing in his boat on the creek under the stars. I saw sharing secret kisses in the dark corners of school. I saw sitting in his lap watching movies his arms wrapped around me."

"How is this supposed to help?" He asked the hurt lacing through his words.

She locked eyes with his her gray orbs shiny with tears as she shook her head, "I don't see it anymore."

Bowing his head he reached for her hand entwining his fingers with hers, "What do you see with me?" He asked his voice breaking slightly.

Locking eyes with him she searched his deep blue oceans searching for the answers he wanted to hear. Sniffling back the escaping tears she offered him a half smile, "Everything."

He couldn't fight the smile that danced across his lips her words ringing through his ears. "Where does that leave us now?" He asked his voice light with excitement as the ecstasy surged through his veins.

Removing her hand from his she reached over cupping his cheek. Leaning over she whispered against his lips, "Right here." She mumbled before kissing him.