Disclaimer: See part 1.

Author's Note: This is my way of trying to make sense of s3 and s4. Kinda of an AU from Coda on - nothing in s5 or s6 happened. Title and lyrics are from a song by the group `Lifehouse.' Dawson starts out the story remembering a night from a month before. It then goes into a flashback from a night about 6 months before, which is in italics. If you're confused, e-mail me and I'll try and explain it to you. Thank you to everyone who continues to read my stuff… especially my loyal and "tortured" beta. :) I dedicate this to all the wonderful D/Jers who are still here with me, bitching and moaning and just… surviving. No matter what, I don't regret a minute of loving D/J or my fellow D/Jers. I adore you all.

This is over my head
But underneath my feet
Cause by tomorrow morning
I'll have this thing beat

And everything will be back
To the way that it was
I wish that it was just that easy

I lie in bed and watch her. She is sitting by the window, playing with her necklace. Instinctively, I know what she is thinking about. She's thinking about us. But whether she's thinking about today, yesterday or the past two years, I can only guess. I can see her necklace shining in the moonlight. I remember the night I gave it to her...

It was only about a month ago. We had been walking around town, hand in hand. It had been a stressful week for us both and we were just enjoying the beauty of Boston and of being together.

I had stopped suddenly and turned her toward me. "I have a surprise for you," I whispered.

She smiled that famous smile of hers and whispered back, "Oh, you do?"

I kissed her on the nose and brought my hand in front of her face. I asked her to close her eyes. She complied. I placed my hand over her eyes just in case she decided to peek. And knowing Joey, I knew she'd try.

I walked behind her with my hand still over her eyes. She walked slowly, as if afraid of where I would take her. But I knew she wasn't. She was just enjoying the moment. She gripped the arm I had wrapped around her waist and asked me where I was taking her.

I told her it was a surprise and that she would just have to be patient. Knowing that she wasn't going to get any answers out of me, she fell silent and surrendered to my lead. I led her off the sidewalk and into the grass. I knew she could feel the difference but she remained quiet.

I then stopped at our destination and asked her quietly if she knew what today was. I could feel her smile and I knew that she knew. "Of course," she whispered. "I just didn't think you would remember."

"How could I forget?" I breathed against her ear. She turned in my arms and my hand fell away from her eyes. She looked deep into my eyes and smiled before kissing me passionately. We kissed deeply for a few minutes before I turned her around to see what I had set up.

She gasped and grabbed my hand, leading me toward the blanket I had laid out under a tree. "It's exactly... the… same!" she stuttered out. I smiled at this. I had made sure everything was exactly as it had been that night 6 months ago. The music playing softly in the background, the food, the picnic basket.

iWe had been celebrating… she had aced some test and I had received an A- on the first paper I had written in college. I had helped her study for that test and she had helped me with my paper. It had finally sunk in that we were in college... and that we were free!

She never drank much at all in high school but upon coming to college had loosened up a little bit. She drank occasionally with me and only if I was around. We drank at parties and when over at a friend's house. I had turned her into a social drinker.

And on that night all those months ago, she had drank her fair share of alcohol. If she hadn't, maybe what happened wouldn't have happened. We were close at the time. Closer than we had ever been, even closer than when we were dating back in high school. She stayed over often and we slept in the same bed like we used to.

She had sworn on our last night in Capeside that she would never have sex again. Of course I hadn't believed her but I never thought she would want to have sex with me. We had fooled around a little after I came back from California but had decided that it wasn't the right time for us. We decided it would be best if we just remained friends for a while.

We were inseparable. We had lost so much time that we spent every moment together, waking and sleeping. People were constantly asking us if we were dating. When we told them the truth, that we weren't, they looked at us as if we were lying, crazy... or both.

That night, we sat on the blanket in the park, talking and laughing. Before we knew it, the sun was setting and the bottle of wine was empty. Soon, we found ourselves lying on the blanket, talking in hushed tones about... everything.

The conversation somehow drifted to dating and why neither of us was seeing anybody. I remember joking around, saying something about how I hadn't found anyone perfect enough for me. She turned onto her side and I could see tears in her eyes. "How do I get perfect?" she asked, her voice trembling.

At that moment, my heart broke. I stroked her cheek and reassured her that she was perfect and that any guy would be lucky to have her. "I don't care about 'any guy,'" she whispered. "I care about you."

God help me but I still loved her. I always had. Even after everything that had happened, I loved her so much I ached. As I looked into her eyes, I knew that I was a goner. I was under her spell... again.

Unable to come up with the words that could explain my feelings for her, I reached my hand out and brushed the tears off her face. She looked up at me expectantly. Our lips somehow found each other and we were kissing frantically. By this time, we were both crying and our tears mingled together.

We could've blamed it on the wine but the alcohol had nothing to do with what happened next. We continued to kiss and suddenly, I felt her hands underneath my shirt. As her tongue found it's way into my mouth, her hands found their way down to the button of my pants.

I knew where this was headed and I wanted to make sure she was ready to go there. I broke our kiss and her eyes opened to stare into mine. She looked scared. Later, she told me that she was afraid I didn't want her. I held back a laugh at this insane notion. Like I have ever not wanted her.

She asked me what was wrong and I asked her if she was sure that this is what she wanted to do. The fear left her face and she smiled at me. "I've never been more sure of anything else in my life," she whispered and pulled my face back to hers.

We picked up our kiss where we had left off and suddenly, our hands had minds of their own. We took our times peeling the clothes from each other's bodies. This was a moment that we had been waiting for… forever.

Finally, there was nothing left between us and our hands explored each other as we continued to kiss. Her cool hands all over my body drove me wild. I could feel her smiling against my lips. She knew she was driving me crazy.

I had always worried that my first time would be awkward. But it wasn't. With her, things came naturally. And when it didn't, she gently showed me. I touched her everywhere and through trial and error, I learned what she liked and what she didn't.

We were profoundly tuned into each other's needs and wants. Of course, she led the way. I had thought her experience would intimidate me but instead, it relaxed me. When my hand hesitated on her stomach, she guided it to where she wanted it. When I felt her warmth, her wetness and knew that it was all for me, I was in awe.

As my finger sunk inside of her, she broke our kiss and arched her back slightly. I looked into her eyes and saw the intense pleasure I was bringing her. My heart soared. I continued my ministrations until I knew she was close to the edge. I had experimented enough with her in the past to know when she was on that ledge.

Sighing, she looked at me with frustration and confusion all over her face. She was wondering why I had stopped. I just grinned at her impishly and she knew I was taunting her, bringing her to the brink of fulfillment. I wanted this to last.

She grinned back at me and suddenly wrapped her long fingers around me. I moaned and I could hear her chuckling. She continued her ministrations and pulled my lips back onto hers. My hand found her again and our moans mingled together.

She pulled me on top of her and guided me inside her. As I sunk into her, she gasped and her fingernails dug into my back. She wiggled around allowing us to get comfortable. She bit her lip and stared at me, eyes full of passion. She kissed me softly and I deepened our kiss. I was in heaven. She felt so good. Why had we waited so long?

She moved her hips against mine, urging me on. We continued to kiss as we moved together fluidly. We found our rhythm instantly. Like we had been doing this for years instead of minutes. Suddenly, she threw her head back and her constant moaning turned into cries of pleasure.

I felt her tighten around me and watched her face. A myriad of emotions flitted across her face as I continued to move inside her. She cried out my name and I hearing my name, I went over the edge. As I filled her, I heard her moan in satisfaction. We were both sweaty and our bodies slid against each other sensually as we slowed down.

"Wow… that was... wow, Dawson…" she breathed into my ear as we held each other and tried to catch our breaths.

"Not bad for our first time, huh?" I joked as I hugged her close. "Well, my first time anyway."

"It was OUR first time, Dawson. And that's what matters," she assured me as I wrapped her up in my arms.

We wrapped the blanket around us as she settled back against me. We watched the last of the sun disappear and the night slowly took over. I lit a few of the candles I had brought and we talked, kissed occasionally, touched constantly. We stayed this way for a long time./i

She couldn't believe that I had re-created everything down to the last detail. She pulled me down onto the blanket and kissed me. We kissed for a long time before I pulled away from her and handed her a velvet box.

She looked surprised and asked me what it was. I told her to open it and find out. She looked at me quizzically and pulled the lid up. Her face lit up and I saw tears instantly form in her eyes. "It's beautiful," she whispered as a tear rolled down her cheek. "You shouldn't have. I don't deserve this."

"You deserve it. And so much more," I whispered back and wiped the tears that continued to fall down her cheeks. She pulled the necklace out of the box and held it up to the light. It was a small heart on the end of a delicate chain. She just stared at it, not saying a word.

"It's a heart," I explained, stupidly. She laughed and wiped more tears away. "Because you will always have my heart. And not just a piece. All of it. Forever," I choked out.

She finally tore her eyes away from the necklace and looked at me. I could see she was touched. She opened her mouth to speak but only managed to say "Oh, Dawson..." before falling silent once again. Tears ran down her cheeks in rivers as I fastened it around her neck. She flung her arms around my neck and kissed me wildly, deeply. We ended up re-creating that night from all those months ago...

************************

I remember that night, our first time together, vividly. I continue to watch her and I know that she is worrying about everything... but mainly worrying about us.

We see Pacey almost daily and he finds every opportunity to try and guilt her back into his arms. She tells me about every one of their conversations. I trust her. I know she would never purposefully hurt me. But every time I see them talking, a stab of jealousy hits me and I want to run over and pull her away from him.

I have this unexplainable need to show her that I trust her. I don't doubt her love for me. I believe in what we have. It's him I don't trust. I still remember the day she told me that he tried to kiss her. He had grabbed her as she was walking back from class and had pulled her behind the Student Center. He had begged and pleaded with her to come back to him, to love him again.

She told me that she had become angry and yanked her arm out of his grip. She explained how he protested and stated that he knew that she still loved him and that her relationship with me would never work.

She went on to say that he then began babbling about how he and her were "soulmates." That bit of information sent me into a fit of rage. He had always berated my notion that Joey and I were soulmates. Hell, he even told me one time that he didn't believe in soulmates.

Her voice trembling, she had then told me about how he had grabbed her arms and tried to kiss her. She stated that she had torn herself away from him before he succeeded. She stated she was upset that he had tried to kiss her but was more upset at the notion that someone might have seen this exchange and in turn, tell me. She said she didn't want me to get the wrong idea.

Hearing this story, I began shaking. Why couldn't he leave us alone? I turned away from her, afraid that she would see how much this story affected me. I didn't want her to know how much the idea of her and Pacey touching in any way affected me. I had built up this illusion back home that I was okay with them. I couldn't let her see now that it had all been a façade, that that the idea of them together made me sick, angry, and most of all... insanely jealous.

She said my name softly and touched my back. I had flinched away from her touch at first but then had relaxed slowly as her touch calmed me. As it always had. She had reassured me again that day that she loves me, only me. I had taken her into my arms and clung to her like a drowning man. She was my salvation and could not, would not lose her.

*********************

As an ironic twist of fate, Pacey and I have some of the same friends. He works with Jamie, a good friend of mine. So, I see Pacey often at parties or when a bunch of us go out together. I will never forget the day he saw Joey and I together for the first time. It was the day after our first time and at the time, a small part of me enjoyed watching him suffer.

Jamie had just found a place to live off-campus and had invited all of us over that night to eat, drink, hang out, etc. Joey hadn't wanted to go. She had been working all day and had wanted some of what she called "alone time" with me. I told her that I had promised Jaime that we should show up. I then wrapped my arms around her and promised her that she would be greatly rewarded if she went.

She smiled that radiant smile of hers and licked her lips seductively before slipping out of my grip. I was half tempted to pull her back into my arms and down onto the bed. I slipped a clean T-shirt on and then sat down on the bed to watch her get ready. The phone rang and since it was inches from my head, I answered it. "Dawson!" a voice laughed mischievously. It was Mackenzie, or Mac as everyone called her, a friend of both Joey and I. Actually, she was more Joey's friend than mine.

Mac is the one who has introduced Joey to the hidden mysteries of female friendships. The two clicked instantly and are so much alike that I swear they were separated at birth. Mac was raised by her grandmother and the two girls share a bond over losing their mothers at an early age. However, while Joey's dad is in jail, Mac's dad ran off when she was 4 years old. Both are feisty, stubborn, and can always make me laugh.

These similarities are amazing but they have another bond that mystifies me to this day. Mac also has a male best friend… who grew up across the street from her. Harrison also goes to Worthington and I rarely see either of them without the other. I really do like Mac but we seem to have this love-hate relationship. She loves to pick on me and I never fail to respond in equal. Sometimes, it flashes through my mind that Mac and I are like Pacey and Joey used to be. The difference is that our banter is all in good fun… that and I have zero interest in Mac romantically.

Harrison lives down the hall from me but I met him through Joey and the two of us clicked. He reminds me of myself before the whole Pacey and Joey fiasco. He is as I used to be – idealistic and way too nice for his own good. I've found out in the short time I've known him that he is one of the most loyal people on the face of this earth. He would literally do anything for the people he cares about, especially Mac. I've watched them together and I chuckle at how obvious their feelings for each other are. Yet, neither of them wants to be the one to take their relationship to the next level. Joey and I are constantly working to change this.

"What's up, Mac?" I asked suspiciously. I heard the knowing tone in her voice and I just knew that Joey had told her something about the night before.

"Not much, Stud. You tired? You sure sound like it…" she replied cheekily.

"Cute," I responded, trying my hardest to not laugh. "Does this conversation have a point or can I put myself out of my misery and hang up?"

"There's no reason to be so bitchy, Leery," she said. "I know you miss me. Try and deal with it like a big boy."

"You wish," I fired back.

"Hardly," she giggled. "Don't flatter yourself. Is Jo there?"

"Yup," I answered.

After a long silence, she asked pointedly "Can I talk to her?"

"Why don't you get off your lazy butt and walk down the hall?" I questioned as Joey walked back into the room.

"Is that Mac?" she asked me and I held the phone away from my ear.

How'd you guess?" I laughed as a stream of cuss words flowed out of the phone. Joey snickered and grabbed the phone out of my hand. She immediately began talking animatedly in a way that I've never seen her do with anyone else except me. I knew that as long as Joey was in my life, Mac would be as well.

After a few minutes, I walked up behind Joey who was still chatting away and wrapped my arms around her. I felt her relax into my embrace instantly. I kissed her cheek, her ear, her neck. "Dawson!" she squealed as my hands ventured to the button of her jeans.

I coaxed her away from phone with my hands and mouth. She then turned to me and wrapped her arms around me, pushing me back to the bed. Chuckling, I broke away from her and pulled her toward the door. I told her that we should get to Jamie's and that I now knew the best way to get her off the phone. Fire rose up in her eyes and I wondered if she was pissed, turned on, or both.

She informed me with a wicked grin that I wasn't getting off that easy. She cut me off when I tried to open the door. Shit. I knew I was in deep trouble. She grabbed my hands and placed them on her chest as she leaned over and kissed me deeply. She rubbed her body against mine and at that moment, I was her slave. I felt her hands run down my chest and stop at the button of my jeans. I gasped against her mouth as her cool hands touched my stomach.

I could hear her chuckling through my haze of lust. I opened my eyes and watched as she untangled herself from my grasp and sat down in a nearby chair. She continued to watch me as she slipped on her shoes, amusement radiating from her eyes. "Paybacks are a bitch, Leery," she said in a sing-song voice as she stood up and placed her hands on her hips. She eyed me gleefully and I'm sure I was quite the sight with my mussed hair, my flushed cheeks and my unbuttoned jeans.

Narrowing my eyes, I buttoned up my pants and rang my fingers through my hair. "Yes, yes they are, Josephine," I shot back as I grabbed my windbreaker off the back her desk chair.

"Awww... you're mad," she teased, trying to grab me and placate me with her touch.

"I don't get mad. I get even," I shot back, dodging her roaming hands. I headed for the door.

She grabbed my arms as I brushed past her and yanked me toward her. "Promise?" she whispered. She leaned close to me, her nose touching mine. She was such a tease and I loved our banter.

"Promise," I laughed, kissing her nose and grabbing her hand as I pulled her out the door. When we arrived at Jamie's house and walked to the backyard, the grill was going and there were already quite a few people there.

I could see Jamie poking at the coals, drinking a beer and laughing. His girlfriend, Kate, stood behind him, peeking over his shoulder at the smoking grill. They were a cute couple, always either fighting or making-up. I had a hard time keeping up but from the look of complete adoration on their faces as they looked at each other, they were obviously in one of their "making-up" phases.

Sitting on the deck with them was Scott and Kristine, a pair who had been dating since junior high. They provided a nice contrast to Jamie and Kate because I had never seen them fight or even argue. They were definitely the peacemakers of our group. Joey assured me that they had their problems just like any other couple and that they were just extremely private. What amazes me about them the most is their complete and total happiness with each other. I figured that after dating for 5+ years, they'd be ready to sow some wild oats. When I questioned Scott one day, he said that he had known that Kristine was his destiny, his soulmate from the moment he had met her. I knew the feeling.

Joey spotted Mac sitting on a near-by picnic table and immediately headed in that direction. I saw Harrison standing over a cooler, digging through the ice intently. I walked over to him and watched him continue to freeze his hands as he looked for something.

He plucked a drink out and held it up triumphantly. "Hey, D! Want a beer?" he asked, shifting both beers to one hand and pulling out a bottle of my favorite beer before I could answer. How he could remember all the little stuff, like my favorite beer, astounded me. He also remembered everyone's birthday, even my little sister's.

"Grab another one of those for Jo, will you?" I asked him, pointing to the wine cooler in his hand. He handed me my beer and began digging again. Only Harrison would dig in a pile of ice for someone else's girlfriend.

He found another of the fruity drinks and we found our best friends at a picnic table not too far from the grill. I plopped down next to Jo and placed her drink in front of her. She smiled and wrapped her arm around my waist, kissing me on the cheek as she continued to listen to some story Mac was telling about one of our professors. Harrison mimicked my actions and gave Mac her drink. He was rewarded with a smile as well but not a hug or a kiss. He stared at Mac longingly for a few seconds then looked at me and shrugged his shoulders. I felt his pain.

Harrison and I talked about a movie we both wanted to see while Joey and Mac continued to chat. I heard Joey mentioned Jen's name so I asked her if Jack and Jen were coming over to the barbecue. She shrugged and said she knew they had been invited but that both had to work late. They had told her that they were going to try and make it. I said that I was hoping they would come since I didn't see them all that much, even though we all live in the same town. Joey agreed.

Both Harrison and Mac like Jack and Jen, as well. The six of us often go out to a movie, dancing or whatever. I took another gulp of my beer and wrapped my arm around Joey's back. It was a hot day but I just couldn't keep my hands off her. She didn't seem to mind, though and leaned against me as Harrison told a very funny story about our RA.

Her hands grabbed my free hand and intertwined her fingers with mine. I rested my head against hers and listened to Harrison's story, even though I had heard it countless times before.

Out of the corner of my eye, I saw four figures coming into the backyard and I instinctively looked to see who it was. Jack and Jen flanked a smiling Pacey and a pretty, petite blonde I recognized slightly. I wondered if Pacey was dating her and I hoped he hadn't brought her just to try and make Joey jealous. No girl deserves to be used like that.

The newcomers approached us, laughing and talking. As soon as Pacey saw us, his face hardened into that unreadable expression he often wears. Sometimes I wish we were as close as we used to be. Maybe then I would know what he was thinking, feeling. The blonde introduced herself and I was immediately impressed at how intelligent she seemed. As much as I hated to admit it, she was not the blonde bimbo I had expected her to be. I hoped more than ever that Pacey was not using her. She seemed too nice for that.

I expected Joey to pull away from me as soon as she saw Pacey. I don't know why I expected this, I just did. Surprisingly, she stayed nestled in my arms though I could feel her become tense. I squeezed her hand reassuringly and stroked her bare arm inconspicuously. She smiled first at me and then at the foursome standing before us.

Pacey had this pained expression on his face and I could tell he was bracing himself for the inevitable verbal sparing that was bound to start soon between the two of us. To everyone's surprise, I just smiled at him and his date and gestured for them to sit down. Pacey's surprise quickly turned to suspicion as he tried to deduct what I was up to.

The funny thing was, I wasn't up to anything. In fact, I sort of felt sorry for the guy. I knew exactly what he was going through and I didn't wish that kind of pain on anybody, not even him. However, he had brought all the pain he was feeling onto himself so I didn't linger too longer on my empathy.

I was so happy with Joey and everything that had transpired between us that I found myself chatting easily with everyone including Pacey and his date. I have never been a bigger talker in social situations but with Joey by my side, I was happier than I had been in years.

Suddenly, Jamie announced that the food was ready and everyone quickly gathered around a picnic table full of food near the grill. I started to get up but Joey tugged me back down. I turned to her with a confused expression. She just smiled at me and kissed me deeply. "What was that for?" I asked breathlessly.

"I love you," she replied simply. I was shocked. I hadn't heard her utter those three words to me in three long years. Suddenly, everything fell into place. I saw the past couple of years in a new light. We needed those years to realize how important, how rare our relationship is.

"I love you, too," I whispered before drawing her into another kiss. This is how is always should be. The two of us, together. That day I vowed that nothing would come between us ever again. Nothing.

**********************

As the days go by, I become more and more confident in our love. I have to believe that there is nothing than can destroy us. We are too strong for that. I still worry that some awful twist of fate will separate us. She assures me that there is nothing that will keep her from loving me.

I quietly get out of bed and silently walk over to where she sits. She is so involved in her thoughts that she doesn't see or hear me. I stand behind her and look out the window. I wonder what has her so sleepless, so pensive. I reach down and begin stroking her hair softly. "Penny for your thoughts," I whisper.

She is startled for a moment then relaxes again. "How about a cuddle for my thoughts?" she smiles, tilting her head backward to look at me. I smile at her choice of words.

We share the same group of friends and for the first time in her life, she is spending large amounts of time with other girls. Of course, I am still her best friend but she is now learning to really enjoy female companionship. Before we started dating, her friends teased her continuously about how she and I were constantly "groping" each other. Joey had always protested, saying that we don't "grope," we "cuddle." This quickly became a running joke amongst her friends.

It soon turned into a joke amongst our friends. One night, a huge group of us had gone out together, ten including the two of us. That night, her friends were teasing her mercilessly about this… in front of me. My guy friends quickly caught on and laughed uproariously at this. They knew my feelings for her and knew that I took every chance to touch her. What she called it made no difference to me. I quickly asked her to dance to get away from the subject. From that moment on, our friends teased us endlessly about our "cuddling."

In our romantic relationship, this word now means something a little different that what it once did. She stood up and I plopped down in her place. She crawled into my lap and wrapped her arms around my neck. Her cheek was soon resting against mine as my hands rubbed her back and bare leg gently.

"Okay, you got your cuddle," I smiled. "Now, your thoughts." I could feel her hesitation and a sudden fear struck me. Something was going on. I heard her sigh and her head slipped down so it was nested in my neck.

"Dawson..." she started but then trailed off.

"Jo?" I questioned when she didn't continue. I felt this sudden urge to hold her close and I hugged her tightly. One hand drifted from her back and settled on her stomach. I heard her sharp intake of breath and almost immediately, I felt her tears on my neck.

"Jo? Joey?" I asked again as I tried to look into her eyes. Her face was still buried in my neck so this was impossible. I heard her take in a deep, shuddering breath and suddenly she spoke.

"I have something I need to tell you, Dawson..."

TO BE CONTINUED...