Joey Potter was sitting in her bed watching a movie when she heard a familiar tap on her window. A small smile formed on her face as she got up to open it.

''Hey stranger.'' she said to the tall boy standing outside. ''Its been a while since you've been here.''

Pacey shrugged. ''Didn't want your jealous boyfriend to think I was making a move and have him come kick my ass.'' he told her.

Joey smirked.

"Can I come in?'' he asked.

Joey stood aside and let him enter. He layed down and his side and she on hers. They quickly fell asleep.

The next morning at school, Joey was at her locker when Dawson walked up to her.

''Hi Joey.'' he said.

''What do you want?'' Joey asked, grabbing her History book and closing her locker.

''What, we can't be friends? You dumped me, I just want a way to stay in your life. I really care about you Joey.'' he said.

''If you have cared about me, you wouldn't have cheated on me.''

Before Dawson could say anything, Pacey ran up to them.

''Oh my god Joey. We have to get out of here. The Chem Lab is on fire!'' he exclaimed, grabbing her arm and tugging her away.

''Phew, you ok?'' he asked once they were outside and safely away from Dawson.

''Yeah thanks Pace. I did not want to talk to him at all. He wants to ''stay in my life'' because he ''really cares about me.''' Joey said, using air quote when nessescery.

''That sucks.'' Pacey said.

''I'm just so sick of this place. I want to skip. Let's take a roadtrip to Providence. We'll get out of this town.'' Joey said.

''You're not serious!'' exclaimed Pacey.

''Yes I am. Come on you, me, Jen, Jack, and Andie. We can get away from this place for one day. I'm going to go find Jen.'' Joey said, walking toward the school.

''Unbelievable.'' Pacey muttered under his breath, following her.

Somehow Joey had convinced Jen and Jack to come. Andie declined, saying she needed to study. They got in the Witter Wagoneer and set out for the ferry to take them to Providence.

''Joey, what on Earth made you want to skip school and go to Providence?'' Jen asked from her seat in the back.

''I just needed to get away form Capeside and Dawson.'' Joey told her, putting her favorite station on.

''No way are we listening to your girly music, Potter.'' Pacey said, changing to his favorite.

Joey changed it back then Pacey and this went on for a good 10 minutes before Jen shouted ''Enough!'' and put her favorite station on.

Meanwhile at school Dawson was looking all over for Joey, but couldn't find her. He spotted Andie and walked over to her.

''Hey have you seen Joey?'' he asked.

''Her, Jen, Jack, and Pacey left to go to Providence.'' Andie said.

''You trust Pacey going away with Joey? Don't you know he has feelings for her? I wouldn't have done that if I were you.'' Dawson said walking away leaving Andie to ponder what he said.

The four were on the ferry waiting for it to take off. Joey saw Jen standing near the rail and walked over to her.

''Can we talk?'' Joey asked. Jen nodded.

''A couple days ago, Pacey and I crashed a beach party. I got upset about Dawson and got drunk with some guy. We went to the beach and he started groping me. Pacey came out of nowhere and knocked the guy out for me. He took me home and tucked me in and tol dme how worried he was about me. He just looked so cute that I leaned up and kissed him.'' Joey said.

''Somehow that does that surprise me.'' Jen said.

''I don't know what to do. I want to tell him I remember kissing him but he's got a girlfriend that he really likes and I can't get in the way of that!'' Joey exclaimed.

''Then don't do anything. Look Joey, no offense but I'm really getting sick of this. You have feelings for him. So either listen to your head or your heart. Either way, make a decision before it's too late and you lose him.'' Jen said leaving Joey to think about what she said.

Back in Capeside, Andie was still thinking about what Dawson said. Could Pacey be telling Joey how he felt? She was almost sure of it. Well if he could have fun with someone, so could she. Andie saw Dawson down the hallway and an idea came to her head. What better way to make Pacey and Joey jealous then to hook up with her ex-boyfriend. She walked over to him.

''Hey Dawson, can you come over later? I need help for studying for the Science test we have.'' Dawson agreed and they made plans to meet up later.

Meanwhile, the others had finally arrived in Providence and we walking around enjoying the sites. Pacey and Jack got the idea to get a hotel room. They could only afford one so Jen and Joey would share a bed while Pacey and Jack would flip for the other one. Jack won.

The two boys went to get food and Joey decided to take a quick shower to cool off from hot travel. Jen went to get drinks from the vending machine. As she was getting them, Jack and Pacey arrived and Pacey brough the food in while Jen and Jack got the drinks.

Pacey entered the room and put the food on the table. He looked around for Joey but didn't see her. Thinking maybe he had missed her helping Jen, he went to use the bathroom. He entered the room just as Joey stepped out of the tub.

Back in Capeside, Dawson had arrived at Andie's and the two were studying for the test. Andie had picked out a very tight sweater and a short skirt. Dawson had noticed immedialty and had not been able to take his eyes off her legs. Andie got up to get drinks and Dawson got up to help her.

As she reached up to the cuppboard to get drinks, her sweater rised up showing a little skin. Dawson couldn't take it anymore. He grabbed her arm, spun her aroudn and kissed her passionatly. Andie took his hand and led him up to her bedroom.

Pacey couldn't help but stare at Joey's body. She hadn't noticed him yet so he began his scope. She didn't show off all those curves when she was wearing clothes. Joey finally noticed Pacey and quickly covered herself up with a towel.

''Haven't you ever heard on knocking!'' she yelled, blushing a little.

''Um...I...um...sorry.'' Pacey managed to say before leaving the room and closing the door behind him.

This isn't going to be easy he thought to himself.

Andie layed in bed with Dawson spooning her. She felt a little regret about what happened but she knew Pacey's feeling for his best friend. Joey and Dawson broke up so of course he'd be making his move.

Besides, she had liked Dawson first but Pacey had asked her out. She didn't want to say no. They stared dating but she couldn't help but be jealous of Joey and Dawson. She fianlly got what she wanted. So why did she feel so guilty?

After they ate, the four decided to check out of the hotel and check out the nightlife of Providence. They hit a night club and headed over to the pool table.

''Play me Joey?'' Pacey asked tossing her a pool stick. Joey nodded but kept her distance. Things had been so awkward between then since the bathroom incident. They started taking shots and Joey was winning until Pacey came up with a dirty trick.

While Joey was about to take a shot, he walked over and whispered into her ear ''Want some help.''

Joey gulped and hit the ball, completly missing the one she was aming for. Pacey smirked and Joey glared at him.

She got her payback as Pacey was going to take a shot and she delibertly brushed up againest him making him miss. Looking at each other, they each saw the same thing in each others eyes. They wanted each other, the close proximity of their bodies driving them crazy. All Pacey wanted to do was throw her onto that pool table and have his way with her.

The way she was looking at him suggested she would be all for it. Pacey was about to grab her and do exactly what he'd been planning until he remembered one thing.

''Andie.'' he whispered to himself, but Joey over heard him.

She quicky backed away and went to find Jen and Jack. They left the night club and decided to call it a night and drove to the ferry. Pacey and Joey barely spoke to each other the whole trip home.

The next day, Joey and Pacey finally talked but it wasn't enough. Things here changing and there was nothing they could do. Andie could barely look at Pacey. Jack had told her nothing happened between him and Joey and now she felt more guilty then ever before. Sitting outside school, she didn't Dawson walk up behind her.

''Hey beautiful.'' he said kissing her.

''Dawson not now.'' Andie said.

''Oh I get it. You slept with me once and now you don't want me?"

Andie smiled despite herself and kissed him. A sound of footsteps broke then apart and they turned to see Pacey standing there, a look of pain on his face.

''Pacey I-'' Andie satred but he didn't want to hear it. He turned around and ran as fast as his legs would let him.

He had walked around all day before fianlly going to Joey's that ngiht. He entered via window, the awkwardness a mere memory as the pain wahsed over him.

''Pacey what's wrong?'' Joey asked leading him to the bed.

They sat down on the edge of the bed.

''Andie and Dawson slept together while we were gone. I thought I'd finally found someone, you know. I thought Andie actually cared.'' he said.

''Andie doesn't deserve a great guy like you. Plus, you've already found someone who cares. Me.'' Joey said softly.

She was right Pacey though tot himself. Joey did care. He loved her. He and Andie weren't together anymore, so why should he care.

Throwing caution to the wind, Pacey kissed Joey. At first she didn't respond, she was going to push him away. But something broke her resolve. She couldn't fight it anymore. She slowly kissed him back.

He wrapped his arms around her back and slowly pushed her down on the bed, kissing her slowly and passionatly.