Rating: PG-13 The next part will be smut I promise

Disclaimer: there not mine although i wish Jack was(Hehe)

Summary: Pacey, realizes how much he still cares for Andie

Category: Pacey/Andie

In the Capeside Cafeteria

Joey and Dawson were quickly approaching Pacey at his table in the cafeteria

Great Pacey thought as if watching Andie and Will make googoo eyes at each other wasn't bad enough, i now have to eat lunch with Capesides perfect duo. groaned Pacey under his breath

"Hey Pacey" said Joey cheerfully

"Yea hey Pace, how are you?"

There was a hint of concern in Dawsons voice, which made Pacey quickly reply that he was doing great, absolutely great.

The three friends sat there in silence eating their lunch, when Joey broke the silence and said that Bessie and Boatie were planning on going away for the weekend with the baby, to visit Boaties mother who is very sick, and if Dawson and Pacey would mind helping her run the Potter Bed and Breakfast for the weekend.

Dawson immediately replied "sure, sounds great"

"Pacey"

nothing

"Pacey"

"Whaa" Pacey grunted

The B and B ? This weekend, think you can help out?

"yea i guess, im not doing anything else", muttered Pacey

"Great, im also going to ask Jack, Jenn, Andie and Will too, with the Capeside Spring Fest this weekend the B and B is going to be so crazy and the more help the better"

Pacey, wished she hadn't said those last two names, spending more time with Andie and Will was not how he wanted to spend his weekend.

Before he could think about it anymore the bell had rang and everyone was quickly hurrying out of the cafeteria to get to their next class, he watched Will and Andie walk out of the lunch room hand in hand.

It was Friday afternoon at 2:30, the final bell had just rung for the week, and everyone was running to their lockers to get their stuff and get ready to start their weekend!

Andie was putting her books away, when she approached by Joey. It was a little awkward talking to Joey since the whole Pacey/Joey fling thing, but she liked Joey and valued their friendship, and didn't want a boy, especially Pacey to come between their friendship.

"Hey Joey, how are you ?"

Great, Andie listen I have a really huge favor to ask you, and I understand that this is short notice and if you already have plans for the weekend I totally understand, its just.."

"Joey what's that favor "?

Well, Bessie and everyone are going away for the weekend, and I could really use some help at the B and B, especially since its the Capeside spring fest this weekend. So I could really use your help"

"Well, Will and I had planned on seeing a movie, but i guess"

Well, I had already mentioned it to Will and he said its cool with him, along as its cool with you.

"well in that case sure, I'll see you tonight"

"Thank you so much Andie, I really appreciate this, oh and if you see Pacey tell him not to be late, guest start arriving around 6, see ya tonight"

Great thought Andie, another place where I will have to see Pacey, she slammed her locker door shut so hard she almost smashed her fingers in it.

"Better watch it there, McPhee, too much hostility isn't good for a girl's complexion"

Of all people, to be standing there, it was Pacey.

"What do you want Pacey, I thought we said everything we needed to say to each other this morning"

"I just wanted to see if my being at the Potter, B and B tonight would be a problem for you?

"should it be"

"no but just in case you were going to be childish and throw a tantrum, like this morning, I wanted to be prepared for it"

"Pacey, your name hadn't even crossed my mind once" Andie lied

"Great, then we'll just go about business tonight and try and stay out of each other's way.

"fine by me, said Andie with a cocky smile as she slowly started walking away

Andie was certainly cute when she was mad though Pacey, as he watched her walk off.

That Night at the Potter Bed and Breakfast

Things were crazy,

Aghhhh, where is everybody, Dawson, what if they don't show up, the weekend will be disastrous and no one will ever come back to the B and B, just as Joey said that the phone rang.

"Potter B and B"

"Joey, its Andie look don't be mad Will and I are on are way right now"

"What about Pacey, Jack and Jen.? "

"Well, I don't know about Pacey, but Jack and Jenn wanted to me to tell you they are truly sorry, but Ethan, Jack's boyfriend had gotten tickets for him, Jack, Jenn and Henry to see a show in Boston, and they had gotten the tickets like a month ago, so they were non refundable so basically....."

"Basically were short staffed two people, oh Andie there's so much to do around here, I don't know if we can handle it all"

"Joey well be right there, don't panic"

"Ok just hurry ok, bye"

"Bye" Andie hung up the phone grabbed her coat and headed off to meet Will.

Halfway on her way to meet Will she saw a dark figure standing by the creek, staring out into the water, the closer she got the more the figure looked liked Pacey

Pacey sat there, sullenly, deciding on whether or not he should head over to Potters. When he saw Andie walking toward him, after their conversation earlier she was the last person he wanted to see.

"Pacey ?" is that you? Andie asked cautiously

"Yup McPhee its me, Capesides notorious loser"

"Um, what are you doing out here? Aren't you going over to Joey's to help out ?"

"Why do you care? , you don't even want to speak to me"

"Pacey, that's not true, we were both upset earlier and probably said some things we didn't really mean"

"Yea I suppose" Pacey said smiling a genuine smile for the first time in days

"You want to walk over there with me now?"

"What about Will?" asked Pacey

"What about Will?" asked Andie

"Wont he mind, or get jealous or something?"

"Jealous of what?, I mean we ARE just friends Pacey" Andie said questioningly, secretly hoping there was something for him to be jealous for.

"Oh I know, said Pacey in an almost hurt voice, I just wanted to make sure Will knew that",

"Im sure he doesn't think there's anything still between us Pacey" said Andie softly, moving her face closer to Pacey's

"Right...... exactly what we once had is over, now were both moving on"

Pacey moved in closer to Andie's face, they looked as if there were about to kiss, when they heard a third voice, it was Will's.

"Here you are he said to Andie I have been waiting for you, I thought something happened to you, since you were taking so long"

"Oh I uh was just running a little behind, then I bumped into Pacey here and......."

Andie couldn't finish he last sentence because Will grabbed Andie's hand, spun her body around and forcefully pulled her toward him into a deep, hard kiss, practically jamming his tongue down her throat.

Pacey's eyes widened, then he looked away, who was he kidding, things with Andie were over and that kiss between her and Will was pretty evident how the two of them felt about each other. He walked two steps behind them on the way to Joey's.

Andie was stunned by how forceful Will was, he was never ever this forceful when they kissed, well they had actually only kissed twice and they had both been little quick pecks, nothing this fast and forceful, she didn't know how to react, luckily she didn't have to, because they had already reached the Potter's

Inside the Potter house things were total chaos, guests running around asking for food, towels and directions into town. Joey was relieved when she saw the three teens enter the B and B.

"Where have you guys been" , "oh never mind lets just get to work, Andie would mind giving Dawson a hand in the kitchen, ?"

"no problem, boss" Andie giggled

"As for you two guys how about giving me a hand making up the bed"

"Oh great, you know Joey I don't even make a at bed home, why would I start now with other peoples beds

"C'mon, Pacey this weekend has to be perfect" said Joey flashing him a flirty smile, a smile that no guy could resist.

"Lets get to work Potter" and they headed upstairs, toward the bedrooms.

Later on in the evening the five teenagers all lay in Joey's living room, exhausted from a long night, of making beds, cooking meals and cleaning every room in the house.

"We did it you guys, everything looks great"said Joey, curling up next to Dawson on the couch.

"Well, I for one am beat, how about we call it night since, breakfast is at 9, and we all have to be up at least by 7:30" said Dawson, as he gazed into Joey's big brown eyes.

"Good idea, we don't wanna be worn out for tomorrow" Joey said no looking at anyone but Dawson.

"Ummm, you guys what exactly are the sleeping arrangements here ?" asked Andie apprehensively.

"Well, Dawson and I are gonna take my room, then that leaves Bessie's room, you three can figure something out right ?"

"No problem, we'll figure it out" said Will a little to eagerly

Pacey and Andie didn't say anything, just looked at each other. As Dawson Joey headed upstairs, Andie's thoughts shifted toward Pacey, is he jealous that Dawson and Joey are going to be together, because he looks pretty upset.

"Hey Pacey, you don't mind if Andie and I take the bedroom do you ?"

Pacey looked over at Andie, and when she said nothing, he simply said "Yea whatever I was planning on going home anyway"

"Pacey, you cant leave, we need you, how else are we gonna serve 16 guests breakfast tomorrow if there's only four of us" Andie pleaded

"You can handle it without me, you don't need me"

"No, Pacey we do need you here,I need you here, I want you to stay" and that was it once Andie McPhee had set her mind to something there was no going back.

"Ok, ok, ill stay" said Pacey shyly

"Great, how about a game of monopoly or something, im just not that tired yet for some reason said Andie

The reasons actually were that she didn't want to go back the bedroom alone with Will and also she didn't want to leave Pacey down here like this, especially since he seemed so vulnerable.

"But, it would probably be best for them to get some rest, because the guests would be awake soon, and they wouldn't want to wait for their food" said Will who obviously wanted to be alone with Andie.

"Yea, Will's right, Andie we should all get some rest, its been a long day"

"I guess your right" said Andie a little unsure of herself

"Yo man, well see you in the morning" Said Will giving Pacey a little wink.

"Andie ?"

"Yes Pacey" Andie said a little too quick

"Goodnight"

"Goodnight Pacey"

She looked backed at Pacey, as she was led by the hand upstairs to the bedroom by Will. There was something in his big sad brown eyes that made her want to go to him, reach out to him, touch him, take care of him, like she used to do, she always felt such comfort and safety in his arms. As soon as Andie and Will entered the bedroom, He quickly shut the door then he pulled Andie onto the bed with him, for a deeply passionate kiss. Before long the two were heavily making out on the bed, but after a few minutes Andie pushed Will away and said that she though, things were moving a little faster than she liked

"But I thought you were over Pacey" asked Will angrily

"Oh I am, this has nothing to do with Pacey" said Andie nervously, I just want to take things slow, you know get to know each other alit better"

"I thought that's what we were doing, getting to know each other, I like you Andie, I like you a lot and im willing to do whatever it takes to make you happy", said Will softening his tone as he pulled himself on top of Andie, practically pinning her arms down against the bed, he pressed his mouth hard against hers, and she could barely breath, from the pressure of his mouth on hers, and before she could get another word out he started to slowly undo the little white buttons from her blouse.

"Will I don't think we should be doing this" said Andie breathlessly with caution in her voice pushing him away from her

"Just trust me Andie, im not gonna hurt you" Will said, in an angry manner, as got back on top of her this time more forceful than before, he started to pull her blouse off, and then covered her mouth with his before she could say another word.