Disclaimer: still nothing if I did I wouldn't be watching it on TBS

A/N: thank you so much for the reviews they make me think that my writing is good.

Capside High we see Joey and Dawson walking towards the school

" so, did you get your project done for bio ?" Dawson asks holding Joey's hand

" yeah, we finished it last night." Joey tells him searching for something in her bag

" I bet you're glad you don't have to work with Pacey anymore." Dawson says in a not so subtle tone

" he's not that bad actually." Joey says

" really, I thought you two like hated each other ( pauses ) by the way what is it are you looking for?" Dawson asks her with a puzzled look on her face

" I never said I hated him, I just find him irritating at times, can I borrow your biology book, I think I left mine at home." Joey asks looking up from her bag

" um, yeah it's in my locker." Dawson tells her

Pacey walks up behind Joey holding her biology book

" hey , Potter I think this belongs to you." Pacey tells her handing her biology book

to her

" thanks Pace." Joey who is relieved to get her biology book back

" anytime Potter." Pacey pats her on the shoulder and walks off

" well, he wasn't to talkative this morning was he?" Dawson turns to Joey who is watching Pacey sprint across the courtyard in confusion

" huh, yeah I mean, I guess so."

" you, ok there Joey?" Dawson asks

" yeah, I'm fine." Joey says distantly

Dawson and Joey walk into the school and sees Andie and Jack

" hey guys." Andie says happily

" hey Andie." Dawson says

" Andie, hey." Joey says in a even tone

Pacey walks up to Andie and gives her a kiss

" hey beautiful."

" hey you um, so how did you and Joey finish that biology project you two were working on?" Andie asks

" yeah, we finished it last night." Pacey tells her as he looks at Joey

" hey Joey you ok?" Jack asks noticing that she seems distant

" I know it shouldn't bother me that Pacey is with Andie, but it does, I am the one that told him to go out with her. It didn't used to bother me, but for some reason today it really bothers me, and why does he keep looking at me like that?" Joey shakes her thoughts away " huh? Yeah I'm fine I guess I'm just tired.( Joey pauses ) " gosh, you know what I just remembered I have this thing I have to do for art class so I better go." Joey says looking at her watch

" do you want me to walk you to class Jo?" Dawson asks

" um, you know what I'll just catch up with you at lunch or something." Joey quickly walks off

" hey you guys notice anything strange about Joey today?" Dawson asks

" no, man why?" Jack asks

" no, reason just wondering." Dawson looks down the hall to see if Joey is still there

" she's probably just tired I mean we were up pretty late last night working on that bio project." Pacey explains

" yeah, you're probably right." Dawson drops the issue

Later that day Joey is at the Ice House when Pacey walks up to the counter

" hey Pace what can I get you?" Joey asks

" uh, I'll just take a Coke and some advice." Pacey tells her " what now?" Joey asks in a bored tone " well, don't sound so eager to help now." Pacey acts offended " sorry Pace, it's just that I'm really swamped right now." Joey says wiping down tables " it's ok, um do you have a break?" Pacey asks " yeah, I guess I could take it now." Joey says " great." Pacey says smiling " hey, Bess I'm gonna take my break before we get too swamped." Joey yells towards the kitchen " ok, just don't take too long." Bessie yells back Joey takes off her apron and walks around the counter and sits next to Pacey " so, what's up?" Joey asks " well, see Andie and I's anniversary is Saturday and I was hoping you could help me pick something out for her." Pacey asks

" well, I tell you what my shift ends at 8pm how about you come over to my house at about 8: 15 or so and I'll help you pick something out for Andie

" sounds good thanks Potter." Pacey pats her on the back and walks off

" what have I done?" Joey says to herself

" what did Pacey want?" Bessie asks

" nothing he wants me to help him find a gift for Andie for their anniversary

" I swear if that boy didn't have you I don't think Andie and him would be together very long." Bessie tells her

" what does that mean?" Joey asks offended

" nothing it's just it was you who told him to ask her out every time he has a problem he goes to you." Bessie points out

" yeah, I know." Joey says distantly

" kinda sucks don't it?" Bessie says

" what sucks?" Joey asks

" having to help the guy you're in love with his relationship problems." Bessie tells her

" Bessie, I'm not in love with Pacey he's my best friend, I mean we help each other out, that's what friends do right?" Joey dismisses Bessie's point

" isn't that how you and Dawson started out?" Bessie asks

" well ... yeah but, Dawson and I are different than Pacey and I." Joey tells her

" the only difference is that you actually love Pacey." Bessie points out

" I – I do love Dawson." Joey gets defensive

" I don't doubt you love Dawson, but it's not the same as what you feel for Pacey, what you feel for Pacey is the real thing." Bessie tells her

" Bessie just drop it I am not nor will I ever be in love with Pacey Witter." Joey says matter of factly

" ok, fine sis what ever you say, but do say I didn't tell you so." Bessie teases

" now, if you don't mind I've got to go get changed so I can take Pacey shopping." Joey tells her as she grabs her bag off the counter and leaves

" don't do anything I wouldn't do." Bessie yells teasingly

" we're just going shopping Bessie." Joey yells back

Later at the B&B

Pacey walks up to the door and knocks on it

" hey Bessie is Joey here?" Pacey asks

" yeah, she's upstairs you can go up if you want." Bessie tells him

" thanks Bessie." Pacey tells her

in Joey's room Joey is in the shower when Pacey knocks on the door

" Joey you in here?" Pacey asks peering inside " hmm, I guess I'll just make myself at home." Pacey says to himself as he takes a seat on her bed and leans back.

Joey walks out of her bathroom in only a towel

" Pacey what the hell are you doing in here?" Joey screams seeing Pacey on her bed

" good, god woman must you scare the hell out of me like that? Pacey jumps off her bed

" well gee wasn't expecting you to be lying on my bed, anyway who let you in?" Joey says in an angry tone

" god she looks so beautiful when she's mad." Pacey says smiling to himself

" Bessie let me in thank you very much." Pacey tells her still smiling at her

" what's so funny Witter." Joey asks annoyed with him

" um, nothing funny it's just that... never mind." Pacey starts to say something

" it's just that what?" Joey tries to get him to finish his sentence

" nothing, Jo I shouldn't even be thinking what I'm thinking right now." Pacey tells her

" well that's never stopped you before so say what it was that you were going to say." Joey tells him

" really, Jo I don't think this is neither the time or the place, if you were any other person I'd have no problem telling you but I just can't tell you." Pacey explains to her

"ok fine have it your way, I'm going to get dressed now and then we can leave." Joey tells him as she picks up some close out of her dresser and walks back to her bathroom

" if you want you can turn the radio on." Joey tells him

Pacey walks over to her stereo and pushes play " You Make Me Wanna" is playing

Now what's bad
Is you're the one that hooked us up
Knowing it should've been you
What's sad is I love her but I'm falling for you
What should I do
Should I
Tell my baby bye-bye
Should I
Do exactly what I feel inside
Cause I
I don't wanna go
Don't need to stay
But I really need to get it together

" my god what is it with this song?" Pacey asks himself " I swear this song is so like I feel about Joey. I know this is all very wrong in so many ways, but to me it feels so right. Do you know how bad I just wanted to touch her soft skin and tell her how much I love her." Pacey lets out a huge sigh " I've got to get out of here now if I don't I'm gonna end up doing something that I may just regret." Pacey starts to get up when Joey walks out

" you ready Pace?" Joey asks grabbing her bag

" actually, do you think we could do thins another night?" Pacey asks

" um, I thought tomorrow was you and Andie's anniversary?" Joey asks

" yeah, but I think I just really need to do this on my own." Pacey explains

" you, you mean you Pacey Witter are going to shop for Andie all by yourself?" Joey says trying hard not to laugh

" what you think I can't find her something myself?" Pacey asks her

" no, I know you can find something for her it's just you lack something called tact when you buy things for her." Joey explains to him

" ok, so how about you come over to my house before school and you can help me pick something out for her." Pacey suggests

" ok, fine but let me walk you out at least." Joey tells him

" ok, fine." Pacey tells her

Joey and Pacey leave her room and head downstairs

" ok, well I'll see you tomorrow then." Joey tells him

" yeah, oh and Joey ( leans in closer to her) you should listen to Usher more often." Pacey kisses her on the cheek Joey turns her head and her mouth brushes his mouth. " um, yeah I guess I should be going now." Pacey chuckles nervously

" um, yeah I'll see you tomorrow." Joey tells him confused of what just happened

Joey shuts the door and leans back and smiles " I can't believe it Pacey Witter just kissed me.

Ok sorry for the long chapter but I couldn't find a way to end it. Hope you enjoyed this chapter R/R please