Author's note: now this story is different. It takes place in season one with only Jen, Pacey, Dawson and Joey. I don't want to add Jack or Andie a lot if I add them at all. Now some characteristics of characters are going to be switched around. Pacey is in a way in Dawson's place. Jen is still in the same place. Dawson is somewhat in Joey's place and Joey is in a new place that no body else had. If you're confused don't worry! It will become clear in this chapter. Pacey's change will be seen definitely in the next chapter, not now. Enjoy R&R!

The creek. What a serene place. The blue water rippling in the wind, the fish swimming underneath: it seems almost surreal. To many people it's a perfect spot for lovers. It's always so romantic at night. Most people who come to the creek come to sit and take in its magic. Not Dawson leery. Dawson only saw the creek as a location for a movie. That's exactly what he used it for.

"Action!" called Mr. Future director, Dawson Leery.

His best friend in the whole world sat on a lawn chair on the edge of the dock. She had no idea why she always helped Dawson but she found him some what irresistible. Joey had on a bikini top and a pair of shorts when something jumped from the creek and pulled her under. It was Dawson's other best friend Pacey Witter. Pacey was a fun guy. He wasn't like most people in the little town of Capeside. Pacey always got good grades but he didn't rub it in anyone's face. He was actually the class clown. Once Joey got free from Pacey's grip she jumped on the ladder from the creek to the deck yelling Cut. She climbed up to the dock and kicked Pacey in the head.

"What's wrong now Joey?" Dawson said annoyed by the lack of work he actually accomplished.

Joey huffed up to Dawson and pointed back to Pacey who took off his mask and was standing by her. "It's Pacey! He keeps grabbing my ass when he pulls me under."

"O please Potter like you have one: and even if you did it would be the last ass I grab on Earth." Pacey said shaking the water from his hair.

"If that's true then stop grabbing it!" Joey responded swiping her hair on Pacey.

Pacey rolled his eyes and rung off his shirt on Joey's head.

"O you jerk! Dawson, why didn't you cage up this animal a long time ago?"

Pacey stuck out his tongue. "I wouldn't have to do that if you stop kicking me all the time Josephine."

"See, why do you keep calling me Josephine if you know it ticks me off?" Joey sneered hitting Pacey on the arm.

"Okay, enough! Guys, we're sixteen not six so I suggest you two stop fighting. Now say you're sorry and go sit down." Dawson yelled as he adjusted his camera.

Joey blushed and gave a crooked smile then turned and rolled her eyes at Pacey. "I guess I'm sorry Pacey even though I didn't do anything."

Dawson smiled then looked at Pacey. "Pacey? Do you have anything to say?"

Pacey shook his head. "No bro. I'm not apologizing to medusa over here because I didn't grab her ass and I didn't do anything wrong."

"Yes you did Pacey!" Joey turned to fight with Pacey again.

Dawson threw up his arms in defeat and walked away from the bantering buddies. He walked to his deck and sat next to Jen Lindley. Jen Lindley was the new girl to the creek but fit in perfectly. Well, to Dawson anyway. She had long perfectly blonde hair and was beautiful. Dawson always played the purely platonic friend but secretly, he wanted more.

"Hey Dawson." Jen said leaning on the deck to catch some rays.

"Hi Jen. Urge! This stupid camera lens won't fit!" Dawson slammed his body on the deck and hit his fist.

Jen turned her head and smiled at the frustrated boy next to her. The sun hit Dawson's blonde hair perfectly. Jen always thought that Dawson should give up on this movie stuff and go into modeling because he could make good money. She developed a crush on the Spielberg loving blonde in the last week or so. Jen has been in Capeside for a month and a half but never thought Dawson Leery as boyfriend material, not until he remembered her birthday and bought her a teddy with the sweetest card. She watched as the soft breeze rushed across his golden locks towards her.what a model he would be, Jen thought. What kind though? I bet he would be a great underwear model. she started blushing at the thought. Jen smiled once more at Dawson and grabbed the camera from him. She turned and twisted but she got the lenses cap on. Dawson began to blush.

"That's Jen. I guess I was turning the wrong way." There was always a strange connection between the two blondes. There eyes clicked and they didn't stray. Slowly, they inched closer together.

"Stop following me Pacey!" Joey barked as she walked up to the deck and interrupted the blondes.

"I would never follow you Joey. I'd rather follow a rat." Pacey shot back. He watched as Joey wrapped a towel around her. Pacey looked at the couple sitting on the deck who were obviously going to share a romantic moment before Joey stomped up the deck. He knew Joey did that on purpose because she liked Dawson too. In a way, Pacey felt bad for Joey because Dawson was so oblivious to how she felt about him. Joey would probably never even get a glance in Dawson's girlfriend spectrum. All that he knew was that Dawson was too caught up to notice how Joey is the perfect girlfriend.

"Good. So why don't you go follow them because I'm sure the pack want their leader back." Joey wrung out her hair and pulled it back in a pony tail. Pacey started laughing. "What's so funny Pacey?"

"What you said was funny Joey. The pack wants me back. If you put it together you said I'm the leader of the rat pack. Hey, I like that. Thanks Potter." Pacey sat down next to Dawson.

Joey thought about what Pacey said and realized he was right. She couldn't tell him that though. Joey rolled her eyes and turned her attention to Dawson. "Are you going to come over to Movie bin tonight and keep me company?" Joey's eyes turned wide for the yes that would escape his mouth.

Dawson looked at Jen then to Joey. "I'll try to Joey but I need to do some editing today." Dawson looked back at Jen.

Pacey turned up to look at Joey. Her half smile turned to a full frown and her brown eyes turned darker with tears forming. "I'll keep you company Joey." Pacey smiled.

Joey shifted her eyes and smiled slightly. "I have to go and start walking home if I want to take a shower before I go to work." She walked rapidly off the deck. Pacey got up and ran to her.

"I don't mind taking you home Joey. You'll get there faster."

Joey didn't look up. "Okay Pace, just don't kill me cuz you drive like crap."

Pacey smiled that Joey was fighting again. He didn't want it to stop so he lifted up his arm and put his arm pit close to her face. Joey jumped back and looked at him. "Do you think I need a shower too? You know we can save money if we take one together." Pacey moved his eyebrows suggestively.

Joey rolled her eyes and opened the truck door. "You would not be in the same shower as me even if you were the last man on Earth. You can take a shower in my parents' bathroom if you need to."

Pacey put his head down in false disappointment then started his truck and drove off.

The movie bin was almost always empty. Ever since they built the new movie theatre people haven't wanted to rent movies. Once Joey and Pacey stepped in the door, Ran and Dan sprinted out of the boredom hut as they like to call it. Ran and Dan didn't put away any movies so a huge stack sat on the counter. They started to put them back. After about ten minutes of silence Pacey wanted to talk.

"So Jo, are you ready for school tomorrow?"

"I guess. I'm a little nervous about honors. I heard they are really hard."

"Don't be nervous. If they could let me in the honors program then it has to be easy."

Joey stopped and sat on the floor. Pacey did the same.

"I don't understand what happened to you Pacey. When we were kids you would eat dirt and get grades as high as a C, then we hit high school and Bam! Smart Pacey comes out and you're in honors classes."

"I don't know what happened. I guess I care about school more. It was a big change wasn't it?"

"No. you're still the same Pacey but now you're actually showing how smart you really are."

"I wasn't always this smart." Pacey looked down.

Joey put her hand over his and smiled. "Yes you were Pacey, you just never showed it. I never thought you were dumb. It's also great that your personality hasn't change because if you were snotty I don't think I would like you as much as I do."

"Yeah, Joey Potter doesn't hate me. You don't have to lie."

"I'm not lying pace. Okay, so I like to fight with you but I don't hate you."

"I don't hate you either. I'm not going to stop the banter though Potter."

"I would never want you to. It's fun."

Joey and Pacey were still holding hands when their eyes found each other and smiles ran across their faces. Slowly, Pacey came closer to Joey. When they were about three inches apart, the bell on the door rang. Someone came in and walked to the desk ringing the bell for service. That broke the mood. Joey opened her eyes and looked at Pacey. Pacey chuckled and stood up. He offered his hand and helped Joey off the ground. They walked to the desk.

"How may I help y... hello Ms. Jacobs." Pacey started to bit his lip and clench his fist.

"Hello Pacey, hello Josephine." Ms. Jacobs said to them.

Joey looked at Pacey. His hands were in tight balls and if looks could kill, Ms. Jacobs would be fried. Joey put her hand on his shoulder and stood between the two.

"What can I help you with Ms. Jacobs?" Joey said as Pacey sat down but kept staring at her.

"I was wondering if you have close encounters of the third kind?" she said sweetly.

"I'll look in the computer." Joey searched in the computer and kept talking. "Are you a Spielberg fan?"

"O yes. I love his movies."

"My best friend Dawson wants to be him. He's like his god." Joey went from the computer and went to get the movie. "You're in luck. We have one copy left. Is that all?"

"Yes. Thank you." Ms. Jacobs paid and grabbed her bags. "Good bye Joey. Good bye Pacey."

Pacey nodded. When she left Pacey just stood up and started to fix the movies. Joey walked up to him.

"What was that Pacey?"

"What was what? Pacey didn't look her way.

"The death stare you gave her. Why did you do that?"

"I don't want to talk about it." Pacey went and rearranged the comic books.

"I just don't get it Pacey. I thought you liked her last year."

Pacey turned around swiftly. "I told you I don't want to talk about it Joey! Now leave me the hell alone!" Pacey stomped into the back office and stayed there until work was over but even then he left the place without saying a word to Joey.

The next day was the first day of school. Joey had avoided Pacey all day even though he was in a lot of her classes. Pacey felt bad because he was so rude to Joey yesterday. Pacey was walking to his last class when he saw Dawson all gloomy but yet nervous. Pacey went up to him.

"Hey D. why are you so fidgety?"

"Pacey, I asked Jen out on a date tonight."

Pacey placed his hand on his shoulder. "Well it's about time you grew some balls and took action. When's the wedding?"

"I...I have to ask you and Joey a favor. I told Jen that the whole group was going to the movies and she agreed to go so you guys need to come with."

"O um, D, Joey and I aren't really on good terms as of now so..."

"When are you guys ever on good terms? Please Pacey! I don't want to cancel on Jen because this could be the only chance I have. I really need to feel good today because I have to go see my mom tonight. It's been four years already." Dawson suddenly got really gloomy.

Pacey tried to be the supportive friend. "It's okay Dawson. I'll go and I'll tell Joey for you."

Dawson tried to smile but couldn't. "It seems like only yesterday when she came home and told us she had stage three breast cancer. I can still smell the cemetery when they buried her. Thanks Pacey." Dawson walked away and a single tear fell from his face.

Pacey heard the last bell for seventh period ring. Great. It's the first day and already I'm late, Pacey thought to himself as he entered his classroom. The room was fabric everywhere and looked like a meditation room.

"And who might you be?" Asked the teacher. He was dressed in a pair of jean shorts and a t-shirt.

"I'm Pacey Witter. I'm sorry I'm late." Pacey was waiting for his detention.

"It's okay Pacey. Life is too short to get mad. Let's just not make it a habit. Now take a seat."

"Thank you sir. I'll be better on time." Pacey smiled.

He looked around. Pacey didn't see any open seats. He scanned the back of the room and saw Joey looking at him. Quickly her eyes moved and she turned away. Pacey sat next to her.

"Hey Joey."

"Pacey."

"How has your day been?"

"Fine."

"Are you going to say a more than one word sentence?"

"Nope."

"Joey, I'm sorry about how I treated you like yesterday. I was just upset that I saw her and I shouldn't have taken it out on you. I'm a total a hole."

"Yup."

Pacey nodded his head and looked straight ahead. Joey turned and looked at the board then looked at Pacey.

"I should have left you alone."

Pacey faced Joey again so now they were looking at each other. "I was over reacting."

"No Pace, I wasn't being nice. Let's forget it. So, the old Pacey came back. Late on the first day? Must be a new record."

"Actually, I wasn't trying to be late. I was talking to Dawson and..." Pacey remembered what he needed to talk to Joey about.

"O yeah, how is he? I know its four years today. How can we cheer him up?"

"Um, actually Jo, he already made plans for us."

"Great! What are the three of us doing?"

"Well see, that's the thing. It's the FOUR of us going to the movies."

"Four? Who's else is going?"

Pacey looked at Joey because he didn't want to say anything. Joey understood his look. "Why is Jen going?"

"Dawson invited her. He..." Pacey stopped short of answering.

Joey nodded. "Finish the sentence Pacey."

"Dawson asked Jen out on a date but he said that we would be there too."

Pacey watched Joey's reaction. Her eyes got really big and her mouth started to move like she was going to cry. It really hurt Pacey to see her like that.

"Joey I can tell him we can't go and I can just hang with you."

Joey shook her head. "No pace. He wants us there so we should go."

"Joey, I know how you feel about Dawson and I know it hurts to know that he has a date but there are other guys out there who would love to have you as a girlfriend. Plus Dawson, he will someday find out how great you are."

"Thanks Pace but that won't happen." Joey felt a tear come down but she wiped it away quickly.

Pacey grabbed Joey's hand then kissed it. "I would like it very much if you would accompany me to the movies tonight."

Joey smiled. "Is Pacey Witter actually asking someone as unworthy as me on a date?"

"I know it's a shock but yes, in a way."

Joey tapped her chin a few times then smirked. "Okay Witter. I have nothing better to do."

"That hurt Joey. Since when have I been your last resort?"

"Huh, since...ever. Sorry Pace but your not the first thing that pops in my mind."

"Why must you lie? I know all about those dreams you have involving me, you and clothes on the floor. Now don't try and deny it because I see the lust in your eyes when you see the sexy me."

Joey got really close to Pacey and pressed slightly against him and talked really low. "I never thought you would find out my secret. Now since it's out in the open I was wondering if you would meet me in the locker room after class."

Pacey got really close to her ear. "Why wait till then? These tables are pretty flat."

Joey turned all red and smacked Pacey really hard on the arm.

"Hey Potter, if you like it rough its fine but be somewhat nicer." Pacey said as he rubbed his arm.

"Please, no hitting. Hello class. My name is Mr. Shackler and welcome to life issues 101. Since this is the only life issues class offered I guess its life issues, the only one. I'm glad that you selected this class because it is fun and easy. First off, I want you to look at the person sitting next to you. They will be your partner for the rest of the year."

Joey and Pacey's jaws dropped. They pointed to each other and still had wide mouths. "Mr. Shackler." Joey raised her hand.

"Yes, what is your name?" Mr. Shackler said from his desk.

"It's Joey Potter. I'm sorry but I can't be partners with Pacey Witter. It won't work. We fight all the time."

"Well then that's more of a reason."

Pacey spoke up. "No, Mr. Shackler, we can't stand each other. She is too overpowering for me."

Joey turned to Pacey. "I am not Pacey you're just too weak."

"Enough! You two will be partners and that's that! I do not condone arguing in this classroom." The teacher said as he stood from his chair.

"sorry." They said in unison.

It was seven that night. The sun was almost completely gone leaving the sky a canvas of reds and oranges. A slight breeze blew outside and lightning bugs danced merrily in the yards. A new blue 4x4 rolled up the Potter driveway. Pacey turned off the truck and walked up to the house and rang the doorbell. He was wearing a blue over shirt with a white tee and jeans. Pacey also wore his somewhat new skateboarding shoes and cool water cologne. The door opened and a woman in a white skirt and red shirt opened the door.

"Pacey! What are you doing here?" Asked the lady at the door.

"Hello Mrs. Potter. I'm here to pick up Joey."

She gave him a weird look and told him to come in and take a seat. Mrs. Potter then headed upstairs.

Joey was seating in front of her stand up mirror. She had kaki pants and a white lace tank top with a tiny pink bow in the front. Joey was combing her hair.

"Hey Joey."

Joey turned towards her door and saw her mom standing in the doorway. "Hey Mom, what's up?"

"Um, Pacey's downstairs waiting for you."

"O gosh! It's time already?" Joey looked at her clock then fumbled with putting on her socks.

Lily Potter sat next to her daughter on the bed. "Where are you going with Pacey?"

"To the new movies in Popsicle fields to see Dawn of the Dead."

"So is this a date?" Lily smiled.

"I guess but not really. We're going as friends plus Jen and Dawson are going with us."

"Well that's too bad because he got cute."

Joey turned red. "Mom!"

"What? Don't worry Joey; I'll stop talking about your boyfriend."

"He is NOT my boyfriend."

"Umm humm."

Joey rolled her eyes and walked away.

"Take my mints!" Lily screamed after her daughter.

"Goodbye Mom!" Joey laughed but went and took the mints.

Joey strode down the stairs and landed on the landing.Pacey was sitting on the bench staring out the window looking at the creek wave in the wind. It's funny how Pacey always seems so amazed by the water, Joey thought to herself as she watched him.

"If the creek was a girl you'd get a restraining order put on you because you stare so much." Joey joked as she walked down the last few steps.

"I can't help it. It looks so pretty at sunset." Pacey stood up.

"I know what you're saying. The rain does the same thing to me." Joey smiled at Pacey and Pacey smiled back. They kept staring at each other.

"Um, are you ready to go because we need to pick the other two up now if we're going to make the show." Pacey said backing up and opening the door.

"O, yeah. Let's go."

Joey and Pacey walked to the truck and got in. when they were on the road Joey smelled something.

"What's that smell?" Joey asked sniffing around.

"I don't know." Pacey answered trying to keep his attention on the road and not on the pretty girl next to him.

Joey kept sniffing around until she leaned in towards Pacey and took a big in hale before sitting back and staring at him. "It's you Pacey."

"O you mean my cologne. It's cool water. I thought you would like it. I'll try and wash some off at Dawson's house."

"No don't do that. It smells sexy." Joey turned red after she said that.

Pacey watched Joey's face turn red in embarrassment. It was entertaining that he could make Joey blush. It was like he was Dawson. Maybe Joey liked him. Maybe she wanted him, not Dawson. That wasn't possible, why would she want a loser like him when she could have a pretty boy like Dawson, Pacey kept telling himself. Even though he kept telling himself that he wasn't worthy of a girl like Joey, there was this little speck of mystery. The truck pulled up to the Leery's house. Dawson and Jen stood up from the deck and walked to the truck. Dawson opened and closed the door for Jen. Pacey looked at Joey for a reaction. It was clear that she was still hung up on Dawson by the constant gnawing of her bottom lip. Pacey knew the only reasons why she bit her lower lip were because she was thinking, she was nervous or she was upset. There was only one option: she was upset. The little chance Pacey thought he had vanished the second he saw how Joey reacted to Jen and Dawson.

"Hey guys. Pacey, why do have Doug's car?" Dawson asked as he got in his seat.

"Doug let me use it because I wanted to look good tonight." Pacey smiled at Joey. "Trust me, it was no easy task. I had to practically donate an organ to the Dougie Witter personal fund to just sit in the driver's seat." Pacey drove off to the theatre.

By the time they reached the theatre it was dark but still warm. Jen and Dawson went into the right line while Pacey and Joey went to the left. Joey started to open her purse when Pacey stopped her.

"I got it Jo." Pacey turned to the ticket man. "Two please."

"Pace, I'm perfectly capable of paying for myself."

"I know but I'm taking you out on a date and I won't feel right if I don't pay." Pacey took the tickets and opened the door for Joey.

"In that case, can I have a coke?" Joey smirked as she walked in.

"Anything you want Josephine."

"I'm going to let that one slip Witter."

"You mean I pay for you and I can't call you Josephine? Is that how it works?"

"Um yeah, that's pretty much how it works. Meet you in the theatre." Joey patted his shoulder and went inside.

The theatre for the Dawn of the Dead was pretty empty for a new theatre. Only about 1/3rd of the seats were filled. The four decided to sit in the middle of the back row so they could see the screen perfectly. Jen sat on the left side, Dawson, Joey and Pacey sat on the right side. The movie started on time and the theatre got dark. The beginning made everyone jump a few times. It was about the middle of the movie when things started to get really scary. Jen hid her face in Dawson's shoulder so that gave him the perfect opportunity to put his arm around her. They sat like that for the rest of the movie. When the climax of the film reached its peak, Joey started closing her eyes more often. Pacey looked at her when a dead guy was killing someone and he saw her closing her eyes. Pacey grabbed hold of Joey's hand that was rested on her knee. Joey looked at her hand then smiled at Pacey who was looking at her. She spread out her fingers and laced them with his. They didn't let go until the lights came back on.

Once they got back in the car and were driving back to Dawson's house, they started talking.

"What did you guys think about the movie? I was freaked out by the dead bodies walking. Could that actually happen?" Jen asked.

Pacey lowered the radio. "I liked it. The gore was great. But no Jen, it could never happen in real life." Pacey chuckled.

"I thought there wasn't any plot." Dawson added.

"Of course you didn't like it Dawson: it wasn't a Spielberg movie. Personally, I love scary movies but that was a little gross." Joey looked out the window again.

The truck stopped in front of Dawson's house to let Dawson and Jen out.

"Bye guys. See ya tomorrow." Jen said as she left the car.

"Bye. Hey jen I walk you." Dawson said as he left the truck quickly so he could catch up with Jen. Joey was saying good bye and he completely ignored her. This made Joey quiet until they reached her house. Pacey walked Joey up to her door.

"I'm sorry I got scared and grabbed hold of you Pacey. I won't be able to sleep tonight." Joey said.

"It's okay. I really grabbed hold of you." Pacey smiled.

"Well this is it." Joey said as they reached her front door.

"Yup. I had a fun time tonight."

"Me too." They stood there for a few seconds in silence. "I should get inside."

"O, yeah. Goodnight Joey."

"Goodnight Pacey."

They smiled then hugged. When they were pulling away from the hug they looked at each other and smiled. Slowly, Pacey came in close again. Joey tilted her head up and closed her eyes. Pacey gently brushed his lips on hers but pressed harder when she didn't resist. Their mouths separated and they opened their eyes. They let go of each other.

"Um, goodnight Pacey. Drive carefully." Joey opened her door but still looked at him.

"Goodnight Jo. Sweet dreams."

Joey smiled once more then closed the door. Once the door was closed she leaned her back against it and smiled wide.

"Not your boyfriend huh?" Joey's mom turned on the light in the room.

"Mom! Were you watching us?" Joey asked turning red.

"Hey, it's a free country. So, is he a good kisser?" she stepped closer to Joey.

Joey turned around and headed up the stairs. "Goodnight Mother."

"Hey Jo?" she called. Joey stopped and turned around. "Where are my mints?"

Joey rolled her eyes then took them out of her pocket. She threw them to her Mom.

"They came in handy didn't they?"

Joey smiled and waved then headed back up the stairs to her room for the night.

This was the first chapter of A New State of Mind. I hope you liked it. Please review. Next chapter soon. Hey to save my butt I don't own DC and other things. Popsicle fields is my town though.