They're back in the third class general room that Joey had been in that morning. It's alive with music and laughter – an ad hoc band is gathered near the upright piano, playing out lively stomping music. Passengers of all ages dance, drinking beer and wine and smoking. Joey is nervous for a meer moment when they walk in, having never been in this type of a crowd before but once she feels Pacey's hand holding hers, leading her through the crowd, it passes.

Pacey heads toward the back corner of the room, where a familiar looking girl is drinking with a blonde girl. He interrupts them and the familiar looking woman beams at him and offers him a sip of her beer. Joey recognizes the woman now – it's Pacey's friend Jen.

He holds out his hand, motioning for Joey to come closer and she does. Jen's got a smug look on her face and crosses her arms across her chest. "Joey, this is Jen and Audrey," he points out the other woman. "Jen, Audrey, this is Joey,"

Audrey's forehead is wet with sweat, her hair sticking to her forehead and Jen's cheeks are red, like she's already a little drunk. They're unlike women that Joey has ever come across before. She feels a little uncomfortable around Jen considering the fact that she's seen her naked more times then not. Pacey seems to pick up on this and laughs as the girls shake hands. "She's already seen your portraits, Jen!" he yells over the loud music.

She lets out a loud cackle and buries her head in Pacey's chest. It looks as if it's out of embarrassment, but Joey is more than certain it's to keep herself standing. "And did you like them?" she asks Joey.

Joey is unsure of herself but the energy surrounding her makes her more confident with herself then she'd normally be. "Very much so!" she yells out to her. Jen laughs and puts a hand on Joey's cheek, stroking it. Audrey wraps her arms around Jen's shoulders and pulls her back.

"Excuse Jennifer! She's very drunk!"

"Super drunk!" Jen hiccups and she practically trips over herself, falling forward. Pacey grabs hold of her arm, steadying her.

Audrey moves in towards Joey. "How is it up in the first class?"

She hopes that Audrey doesn't think of her as a snob due to her social standing and answers with a simple and honest, "It's much more fun down here,"

"You know, I used to be rich! My mother was an actress!" she stammers out and Joey is interested. Jen moves past them though saying "excuse me" over and over and interupts them. She walks up to an Italian looking man and says something to him, the two of them head onto the dance floor. Audrey looks between Pacey and Joey and then stifles a very obvious laugh. "I'm going to leave you two to it then. Find myself a dance partner,"

She says the second sentence to Pacey and hands him her own beer so that he's now holding hers and Jen's. She heads off and Pacey takes a large gulp from the glass and hands Jen's to Joey. She takes the same gulp that he did, except hers lasts longer. Pacey watches her as she chugs it and Joey clears her throat once there's only about a quarter of the liquid left inside of the glass.

"What?" says Joey. "You think a first class girl can't drink?"

The laugh that Pacey lets out is that of a child. He runs his hand through his hair, messing up the oil that was slicking it back. Joey thinks that he does it because she'd stated earlier that she didn't like the way it looked like that. However, Pacey's hair doesn't go back to normal. It ends up in numerous clumps that stick up in different directions. Joey lets it stay like that for a second and then messes it up herself, so that she can put it just the way that she lies it.

"Better?" he asks her.

She nods. "Much,"

Joey thinks for a second before saying, "You still looked nice though,"

Pacey is pleased when she says this, but doesn't say so. He keeps looking down at her with a slight flush to his cheeks and it's not from how hot the room is. The two of them just stand there for a minute, Joey looking around and not knowing what to say. She spots a couple with two small children dancing near the piano when she points them out to Pacey. "Didn't I see you with those little ones this morning?" she asks.

He looks to where she's pointing and smiles. "Their room is right next to mine. The girl's mother can't braid hair so Jen did it for her and after she did, I told her and her brother about what America's like. I'm telling you, they must've thought it was like heaven or something,"

Joey wraps her arm around Pacey's. "Would you introduce me?" she asks. She's completely fascinated with third class life and watching how happy these people seen is a completely new thing for her. It's also the idea of seeing children this happy that awakens something inside of her. She would've never have been allowed to be out this late surrounded by drunkards as a child.

Pacey smiles and brings her over. Joey's mood brightens even further when she sees Pacey interacting with the two small children. It's completely adorable and she's practically cooing at it, and Joey laughs when Pacey introduces her to the little girl and the girl looks her up and down like she's an insect. Pacey chuckles and then bows to the girl asking for her hand for a dance. She curtsies to him and goes with him near where Jen and Audrey are dancing with their partners. Joey watches Pacey and the small girl with the boy and her parents who say to her in a thick irish accent, "That's a good man you got there, love," and Joey doesn't bother to correct them.

She sits down at the table next to them and claps along to the beat of the music when she catches Pacey stealing a glance at her. The father of the children offers her a beer and she takes it graciously, taking only a few sips this time.

Once the song finishes, Pacey bends down to the small girl's level and says something to her that Joey cannot hear. He pulls her up from the table just as the next song begins to play. "Pacey, stop, I can't – I can't – Pacey," Joey says, suddenly self conscious. She's never let loose before and she doesn't think that she wants to do so on a dance floor in front of hundreds of strangers.

"Just move with me. Don't think," Pacey says, cheeky. He puts one hand on the small of her waist and notices that Joey is trembling. She stops once he pulls her forward a bit. The melody of the music picks up and they're off, awkward at first because it's taking Joey some time to get into it. She's nervous and she can't explain why, doesn't even think about why she's feeling so frigid in this moment. She's not protesting with Pacey, though. She likes being with him, she likes being around him, and yes, even dancing with him. And Pacey's wide grin as he spins her around is enough for her to let herself be free in this moment.

"Wait, stop!" says Joey and she bends down, pulling off her high heeled shoes and tosses them under the table she'd been sitting at. She then leads Pacey further into the middle of the dance floor and takes both of his hands on hers, spinning him around in a circle over and over again. She's laughing hysterically, harder then she's laughed in years probably and Pacey is doing the same. His face stands out to her amongst the blurred others. They stop twirling only once they get too dizzy and Joey trips over herself, falling back, but Pacey catches her.

"Are you alright?" he practically shouts over the sound.

She giggles. "I'm fine,"

They laugh together once more.


The two of them must stay in the general room for hours, but it feels like minutes. Joey dances with Jen and Audrey, who attempt to teach her some sort of jig that she's terrible at but Pacey tells her she was good. She could tell that he was lying and slaps her arm, which earns some points from Jen who shouts that Pacey is a "cocky bastard."

Joey only requests to go back to her room when an old man nearby them mentions the time. She's honestly completely forgotten about Dawson and the Leerys and her responsibilities elsewhere, and the reality of it hits her hard because she's fallen into Pacey's world and she loves it here.

He offers to walk her back and Jen and Audrey kiss her cheeks and wish her a good night. She's sad that she has to leave these lovely girls. Pacey takes the jacket that he'd been wearing earlier in the night and drapes it over Joey's shoulders and she blushes. "I admire your chivalry, Pacey," she says with a wink.

"Thank you, Joey," he says and then as if thinking, adds. "Joey. What's that short for?"

Joey despises her name, always has since she was a girl. "Josephine,"

"Josephine?" Pacey's face lights up. "So, a little like Come Josephine in my flying machine . . ."

Joey joins him. "And it's up she goes! Up she goes! In the air she goes. Where she goes?"

Neither of them can remember the rest of the words and they break down laughing just as they reach the first class entrance. Joey's smile falls and then she figures, they're here now. She can manage just a few more minutes of time with Pacey. She walks towards the railing of the ship and grabs a davit, looking out into the ocean. "It's magnificent,"

Pacey leans on the rail. "It really is. You know it's weird because it just looks like miles and miles of the same thing but I feel like I could stare out at it for hours,"

Joey nods. "It's beautiful,"

"This is gonna sound stupid, but I always used to dream of having my own little sailboat and just sailing the ocean all by myself," he confesses.

"How could you do that? You'd run out of food,"

"I'd fish,"

"Wouldn't you get bored?"

He shakes his head. "I could try out some landscapes. I've never drawn those before,"

Joey stares right back out at the ocean. She imagines Pacey on a little white sailboat, sitting on the edge of it with his feet in the water and a fishing rod in his hands. Then, she pictures herself next to him, eating a fish he's already caught. "What if I wanted to go with you? Would you still want to go by yourself?" she questions.

"I'd go everywhere with you if I could," it's not even that romantic of a statement but the way Pacey says it brings a certain beauty to it.

She stares at his lips and she wants to kiss him, but she doesn't. She turns away. "Yes, well . . . it's back to high society I must go,"

Pacey nods. "But if you could, would you? Sail the world with me, I mean?"

"I'd like nothing more,"

Joey takes off the jacket and hands it back to Pacey with a sad smile. "I'd better get going," she explains.

"Goodnight Josephine," he teases.

She slaps in the arm again. "If you ever call me that again I'll have you arrested!"

Her hand lingers on his arm and there's yet another moment where she stares at him, wanting to kiss him desperately. Joey thinks back to Dawson, waiting for her in their suite and sighs. "Goodnight, Pacey. And thank you for tonight. I had a wonderful time,"

Pacey nods and pretends to tip his hat to her. "Me too,"

She takes one last look at him and walks through the First Class Entrance, her heart never leaving the spot on the deck with him.