"Go with him" Jen insisted "I want you to go with him"

"You're not going to feel left out?" Will asked

"I'll go stag, but the two of you will be there beside me the whole time. I'll be fine" Jen reassured them

"Are you sure this is a good idea?" Jack asked.

The look on Jen's face was all the answer she was going to get.

But then Jen was faced with the look on Belinda McGovern's face, as she sat behind the ticket desk. There had recently been a coup in Cheer-land and Jen had been overthrown by Belinda. There was a smirk all over Belinda's face as she saw Jen flanked by the two young men.

"The theme of this year's prom is couples. Please state your name as well as the name of your date" Belinda asked with a hint of condescention

"Jen Lindley, no date"

"No, no, no. The theme of this year's prom is couples. No date, no ticket. Next"

Jen then gestured for Will and Jack to continue

"The theme of this year's prom is couples. Please state your name as well as the name of your date"

"Jack McPhee, Will Krudski" Jack said, nervously

"Excuse me?"

"Will Krudski" Will repeated, with conviction

"No, no, no. A boy cannot go to the prom with a boy. The definition of a prom date is a boy and a girl." Belinda said with mild annoyance

"Well, I don't think that's any of your business." Will said with equal annoyance

"To be honest, I don't understand why you feel the need to cause a spectacle and ruin the prom for the rest of us"

"You're not gonna sell us tickets?" Jack shot back

"What exactly is it the two of you will do, anyway? Take a nice prom photo for grandma's photo album? Dance stubbled cheek to stubbled cheek? Share a romantic kiss under the moonlight? You don't think that's gonna weird out even the ones who are sympathetic to people like you?"

"You can't do this!" Will said

"Next!"

Dawson and Joey were walking to school.

"Joey, I'm so sorry about the whole Regatta thing. I was so..." Dawson began

"Stupid? Idiotic? Emotional?" Joey replied, cheekily

"I get the idea"

"Well, you're forgiven. But now where do we go from here?"

"Well, there is a certain event on the horizon, and I seem to recall a pact made by pair of freshmen about said event"

"Junior prom. We both agreed to go if we didn't have dates"

"So you remember?"

"Are you trying to ask me something?"

"I don't want to go with some random person and have it mean nothing. I want to go with my oldest friend"

"Or we could both agree that its meaningless and not go"

"But it does mean something. There's a million reasons why proms are stupid and ridiculous, but we make the pact because it meant something to us. It's a rite of passage and I can't think of any way for us to move forward than to fulfil a pact between two friends to have a good time"

"Well, okay. But..." Joey stopped mid sentence when she saw Jen, Will and Jack sitting out the front of the school. Jen and Will looked annoyed and Jacks head was in his hands, thus hiding the look of awkwardness in his eyes.

They were soon joined by Pacey and Andie who had just exited the building, having purchased their prom tickets. Jen explained what had just happened when the three of them tried to buy prom tickets.

After a few moments, Andie spoke up

"Well, if you're not going, neither are Pacey and I" Andie said, glancing at Pacey, who nodded and then she started tearing up their tickets

"Of course not. We'll boycott together" Pacey said, now staring at Joey

"Yeah, me and Dawson too" Joey assured them.

Then Dawson had a light-bulb moment

"I've got a better idea. Let's hold our own prom. An alternative prom. Think about it. Why are we paying 80 bucks a pop to sit where they tell us to sit, eat rubbery chicken, and listen to a special selection of Belinda McGovern's favourite tunes when we can hold the anti-prom? Where it's not about who you bring, but who you are."

"Great Idea, Dawson" Andie said. The others agreed

"And what would an alternative Prom be without a gay couple?" Jack asked rhetorically. Will nodded in agreement

Dawson pitched the idea of hosting the event at Leery's Fresh Fish to his parents.

"You've obviously given this a lot of thought" Mitch said, noncommittally

"Should we say yes now, or continue to torture him?" Gail joked

"Thanks, you won't regret this" Dawson said excitedly

"But every prom needs a chaperone" Mitch interjected

"Great, I'm gonna go print some flyers" Dawson said, kissed his mom and raced off, exuberantly

Jack and Will were wearing the Tuxedos Grams had given them

"And to think I was going to give these to goodwill" Grams said, looking over the two of them

"I feel like a busboy" Will complained

"Are you going to try on Grams' Dress?" Jack asked

"I think I'll surprise you" Jen said, hiding her awkwardness

"Speaking of surprises, Dawson had organised transportation for the five of us. He figured, living next door, it would just be easier..." Will began

"Makes sense" Jack replied

"I guess" Jen said, half heartedly

Earlier that day…

Joey was in Jen's room.

"I'm starting to think this whole thing might be a mistake" Joey explained

"The anti-prom thing?" Jen asked

"No, going with Dawson. I'm just not sure..." Joey trailed off

"Why?" Jen asked

"I'm just trying to restore the old status quo, but I'm wondering..."

"About Pacey?" Jen offered

"Shhh, but yeah, I'm wondering if maybe..." Joey said, lowering her voice

"The two of you could have made it work, given better circumstances?"

"Something like that"

"Look, I'm not the best person to give advice on this kind of thing, given my history and, er..."

"Present situation?" Joey offered

"Yeah, that" Jen admitted

"Yeah, what's the deal with the three of you?" Joey pried

"We seem to be in some kind of ambiguous, throuple" Jen said, cringing at the last word

"And that's bad because…?" Joey asked sneakily

"It could all blow up in our faces, and ruin Jacks and my..." Jen searched for the right word

"Situation?" Joey offered

"Alright, lets go with that" Jen accepted

"So, what are you going to do?" Joey asked

"No idea, you?" Jen said flipping the question around

"Dunno, but I'll tell you what I'm not going to do. I'm not going to do anything with Pacey that could hurt Andie. Or Dawson..." She said, trailing off

Pacey organised a limo for himself and Andie. Dawson and Joey went with Jen, Will and Jack. Both houses lined up for the standard prom photos. Both limo rides were rather awkward.

Fall From Grace by Amanda Marshall played as they all danced. All two dozen or so attendees.

Will, Jack and Jen danced together, until Jen said "this is weird"

"Yeah, one of us should probably step away" Jack said

"And I think its me" Will said firmly, stepping back and pushing the two of them together gently

"I never wanted to come between the two of you" Will said, softly

"And so, I'm leaving Capeside"

"Your scholarship?" Jack asked

"It came through!" Jen deduced

"You two have a good time" Will insisted and walked over to get a glass of punch.

Dawson and Andie were dancing together and they both realised they hadn't seen their dates for a while. They walked over to the Punch table where they saw Will.

"Hey you two. Where are your other halves?" he asked

"Pacey went out for a breath of fresh air, a while ago" Andie said

"Joey went to the bathroom, she's been gone for some time" Dawson said

Will started to worry

"Let's go look for them together" he suggested, hoping his suspicions were wrong

The song ended and the next song Giving Up Giving In, also by Amanda Marshall started

They first went to the kitchen, where they saw Dawson's parents making out

"Umm, Dawson, you see honey..." Gail started

"Your mother and I..." Mitch tried to explain

"I don't have time for this right now. Can we finish this conversation later?" Dawson asked

He walked out before they had a chance to answer. Andie and Will followed him. At this point, Dawson was growing tense and impatient.

They finally found Joey and Pacey dancing together on the Dock at the back of the restaurant. They were unaware that they were being watched and started kissing.

Joey left the bathroom and decided, instead of going back in, she would go outside for a moment. She saw Pacey on the dock and Pacey saw her.

"We shouldn't..." Joey began

"We can't" Pacey began, as they began to dance together slowly. They were close enough to hear the music from inside.

"And yet..." Joey said

"Whenever I'm with Andie, all I can think about is..." Pacey trailed off

"And when I dance with Dawson, I'm wishing..." Joey said, closing her eyes

And then they kissed. When they parted, they realised they were being watched.

It was Andie (who was crying), Will (who looked like he was panicking) and…

"Dawson!" Pacey said

Dawson said nothing. He simply walked over toward the two of them and punched Pacey in his jaw, so hard he fell backwards and landed on the ground.

He then knelt down on top of and punched him a couple more times, until Andie and Will physically dragged him off.

"Andie, Dawson, I'm so..." Joey began. Andie then walked up to Joey and slapped Joey across the face, shaking her head in disapproval.

Will then realised that Jen and Jack were standing behind them.

"Clean him up and take these two home. I'll take care of this one" Will said, directing traffic.

Will and Andie took Dawson home. They managed to get him to bed. They had no idea what would happen when he woke up.

Jack and Jen tended to Pacey wounds (two black eyes, a bruised jaw and a possible broken nose) and took him and Joey back to their place in the other limo.

Jen took Joey to her room and Jack brought Pacey into his.

Joey had a guilty look on her face.

"I told you before a million times, I'm in no position to judge" Jen said

"Dawson's never going to speak to me again" Joey said

"Andie will never forgive me. I'll never be able to look Pacey in the eye again" Joey was wracked with guilt

"I hear its possible to come back from total social ostracism. After all, I did it when I was sexiled to Capeside" Jen offered

Joey smiled, momentarily. Then returned to beating herself up.

"You didn't fight back" Jack said "Why not?" helping Pacey onto his bed

"I deserved it, all of it, and then some" Pacey replied

"I don't believe that" Jack said firmly

"You do realise that your sister is probably never going to speak to me again?"

"She'll get over it. You will too" Jack insisted

Grams then entered the room with a wet towel and wiped down his wounds.

"Are you children going to explain what happened or...?" Grams asked in an accusative tone

"Not right now Grams" Jack rebuffed

Will and Andie, having taken Dawson home then returned and called the four of them into the living room.

"Joey, take Andie home. I'll take Pacey" Will demanded

"Don't you think I should take Andie home?" Jack suggested

"No, I think the two of them should go together" Will insisted. They agreed

Will and Pacey's conversation mirrored the one Pacey had with Jack. Upon dropping him home, Pacey then had a similar conversation with his brother Doug. To Pacey's surprise, none of it took Doug by surprise.

"I figured something like this would happen sooner or later. Joey didn't tell you about the party she went to with your friends while you, Dawson and Will on your camping trip that weekend?" Doug replied

"I knew there was a party, but not any details" Pacey said

"Ask her about it sometime" Doug suggested

"If she ever speaks to me again, I will" Pacey said, half jokingly

Andie and Joey's walk home was quiet and awkward

Finally Joey spoke

"I'm sorry, Andie. I never meant..."

"Do you love him?" Andie asked aggressively

"Um..." Joey wasn't sure how to reply

"Yes or no?" Andie demanded

"Okay, yes, but its not worth..." Joey began

"Don't give me that. Love is always worth it" Andie insisted

"But what about you and..." Joey started to ask

"I'm not going to stand in the way. If you and Pacey truly love each other, you should be together."

"Andie, I couldn't do that to you"

"Don't let me stand in your way"

"And what about Dawson?" Joey asked

"Ask him. But if he truly cares for you, he'll understand" Andie insisted

They finally arrived at the Potter house. Joey went inside and explained everything to Bessie all over again.

"Well, it sounds like you have a choice to make" Bessie said "Who's it going to be, the boy across the creek or the bad boy with the heart of gold?"

Joey smiled momentarily and then went back to beating herself up.

Andie went home alone and cried herself to sleep, but didn't change her mind.