Disclaimer: Characters are not mine. Some of them I made up, but most of them belong to the creator of Dawson's Creek, Mr. Kevin Williamson. Let's all give him applause!!!

Author's Note: Kind of based on the movie of the same name. The thing is...Pacey, Dawson, and Henry all live in the same apartment. Joey, Jen, and Andie live in another. But, as I'll explain later, there are things that are a little different.

Rating: Same as the movie.

Dawson Leery sat on his over stuffed couch with his life-long best friend, Pacey Witter. The two decided that apartments in New York were expensive enough with one person, and getting a room mate would be hard, so they bought one together. After Henry finished college, the three had grown to be pretty close and the two asked him to move in with him.

Dawson had achieved his life long dream of being a writer/director, but not for the movie industry. He was an attention drawing director for several plays off Broadway, and was in the works for one on Broadway. His status as a well rounded writer was finally achieved. But his social life on the other hand was basically a revolving door. Women came and went. It had been that way since his sophomore year in college.

Pacey on the other hand had since kept his hormones under control. He'd had two girlfriends in the last eight years. One of whom he was still with. Pacey graduated high school, much to his family's surprise, and went to NYU with Dawson, Joey, and Jen. Pacey decided half way through his freshman year that architecture was the field he wanted to go in, and applied himself. Six years later, after taking every course he thought he might need, Pacey joined a company and implemented himself as one of the top architects in the New York area.

"Ya know, man. I've arrived at the point in my life, where I can't stand to watch basketball."

Dawson looked over at Pacey. "Are you sick or something?"

"No. Just saying, I hate the game now."

"Why?"

"Don't know. All I know is I don't see the point. Think about it, D. Five guys take a ball, bounce it up and down this court, and then try to throw it into a basket. It makes no sense."

"And yet, you will sit and watch WWF?"

"Believe it or not, that is quality television. Where else can you see two, sometimes six, grown men fight over a belt? I mean, the very idea is intriguing enough."

"Whatever you say, Pace."

Suddenly, their front door burst open and they turned to see a frantic Henry Parker panting in the hall way. Pacey looked at Dawson and then back to Henry. Some of the things he did made no sense to them, and that's why they asked him to live with them. He was the comic relief at times.

"Problems, Parker?"

"Pacey, have you or Dawson talked to Jen?"

"No. Why? What did you do this time?"

"I have no idea. But she just threw me out of her apartment."

"And she didn't tell you why?"

Henry looked at the two sullenly, "Does she ever?"

"Okay, let's think about this. What month is it?"

"July."

"And what's the date?"

"The...14th. Her birthday."

"Oh, Henry, you forgot her birthday?"

"Yeah." Henry stood up quickly. "I have to make this up to her, and quick!"

"You better...you know how she gets if you let things fester."

"Yeah. I'll see you guys later."

"Where are you going?"

"Jewelry store. I figure I gotta get her something to make up for it."

Pacey chuckled at him. The relationship with Jen and Henry was cute at times. He was so afraid of losing her that he would do anything to keep the peace. But Pacey recalled that he was the same way. He would do anything to make her happy.

"I gotta go too, Dawson."

"Where are you going?"

"I promised Joey I'd pick her up from work."

"Oh. How is her new job going?"

"You know Joey, she's only happy if she's arguing," Pacey said with a light laugh.

Dawson nodded and smiled. "And God knows you're good at doing that."

"See ya, D."

"Bye, Pace."

"Ms. Potter, can you tell us what you think the judge will decide?"

"I think the judge sees everything plane and clear. There is enough evidence against the man to put him away for a very long time."

"Ms. Potter, do you think that he will get life?"

"I have no idea. If you will excuse me.." she said as she left the barrage of reporters on the steps of the court house after seeing Pacey standing at his car.

Joey walked over to him, "Hey there."

"So, Ms. Potter, do you think that it will be at all possible for the boyfriend to get a kiss from the Assistant District Attorney?"

Pacey wrapped his arms around her waist, pressing his lips to hers. He loved kissing her. He loved everything about her. She was his salvation.

"No comment," she said with a smile.

"Your chariot awaits."

Pacey opened the door for Joey, taking her briefcase from her and putting it in the trunk. Pacey climbed in and they went speeding down the highway.

"So, you guys going to be at Jen's party tonight?"

"That's tonight?"

"It is customary to have a birthday party on the date of the birth, Pacey."

"I just remembered that today was her birthday about an hour ago."

"Pacey, you forgot her birthday?"

"I'm not the only one. Henry and Dawson did too."

"Henry forgot? I bet Jen is not happy."

"Ya think?" he said sarcastically.

"Speaking of Dawson, is he still leaving town tomorrow?"

"Yep, heading out to L.A."

"So I guess it'll be pretty empty there without him, huh?"

"Yeah."

"And since Henry's at our apartment more than he is at yours, I guess that means it's you, all alone."

"What are you getting at, Potter?"

"Oh, nothing. Just, I would really like to be alone with you after this case."

"Oh, really?" he said smiling.

"Really," she said taking his hand.

"I would really like that." Pacey pulled up in front of her building, and climbed out. He tossed his keys to the valet and extended his hand to Joey.

"Ms. Potter, Mr. Witter."

"Carl," Joey said with a smile.

"Joey, what did you get Jen?"

"I got her some lotion and stuff from Bath & Body works. You wanna go in on it with me, don't you?"

"You know me too well."

"Yes, I do."

Pacey and Joey climbed on the elevator leading them to the top floor. "So, can I?"

"Of course. What else are girlfriends for?"

"I could stop the elevator and show you," he said grinning.

Joey laughed, although the thought wasn't a bad one. She wrapped her arms around his waist and leaned up and kissed him lightly.

"Maybe later."

"Don't tease me, Joey."

"Funny, I thought you like being teased." she said smiling.

"But not in public places."

The ding of the elevator signified the arrival on the floor. She pulled Pacey with her, and unlocked the front door. When they walked in, they found Andie decorating with streamers and balloons.

"Hey, Andie."

"Hey, Jo. Hey, Pacey."

"Where's Jen?" Pacey asked.

"In her room sulking. I guess you talked to Henry."

"Yeah. But I have a feeling he'll make it up to her."

"He better, she's really mad."

"Any calls?" Joey asked.

"Nope."

"I'm gonna go change. You coming Pacey?"

"Do you even have to ask?"

Andie shook her head, smiling at the two. For five years the two of them have been together. She thought it would bother her, but, after all the time she'd spent with the two of them and in their 'honey moon' phase, she knew that she was over Pacey. She'd found the most wonderful man. Billy Taylor, her new fiancee, love of her life, was the man of her dreams. She'd thought that it was Pacey for the longest time in high school, but when she met Billy, she and Pacey seemed like a distant memory.

Jen meandered out of her room with a sour look on her face. She smiled over at Andie, then looked gloomily out the window.

"They're at it again. I swear they're worse than dogs in heat."

Andie laughed. "I seem to recall you and Henry last night being the same way."

"And how quickly things change."

"Okay, Jen, it's your birthday, cheer up."

"Of all the things to forget, though..."

"He's a guy. Do you expect anything less?"

"Okay, Ms. Optimist...why are you so much more giddy than normal?"

"No reason."

"Yeah, right. Spill it."

"Later, okay. I want to finish decorating for your party."

Jen was going to get to the bottom of Andie's perky mood. Andie was normally happy, but she was busting over the line of extreme today. Jen looked down at the picture of she, Andie, and Joey taken last summer in Panama City. Andie, Jen, and Joey had talked Billy, Henry, and Pacey into letting them go without their company. After five hours of arguing with them, the guys finally relented. They'd had the best time of their lives. And they did it sober, which surprised them.

Jen remembered the look on Andie's face when they went to Spinnakers, a male strip club, and a stripper began dancing with her. Jen and Joey cheered her on, and captured the moment on film. They each had a copy of the picture.

Jen turned back around to see Andie playing with her ring finger on her left hand. She moved closer and found what Andie was messing with. An engagement ring.

"Is that what I think it is?"

Andie quickly hid her hand behind her back, "What?"

"The ring? Is that an engagement ring?" Jen asked with a smile.

"Maybe."

"Are you engaged Andie?"

"Maybe," she said, a smile finding it's way to her face.

"Oh...Andie, that's great!" Jen said embarrassing her friend.

"It is isn't it?!"

The two were laughing and screaming, causing Joey to run out of her room in her bathrobe. She looked at the two; Andie had tears rolling down her face that matched Jen's.

"Someone want to tell me what's going on?"

Jen and Andie turned to a concerned Joey. "Everything's fine, Joey. Andie's just getting married."

Joey's face lit up, and she soon joined their hug and the screaming. "When did he ask you?"

"Last night."

"Did he get down on one knee?" asked Jen.

"Yes," the three girl's plopped down on the couch, "Joey, isn't Pacey in your room?"

"Yeah...so...tell us...how did he ask you?"

"Well, we were in Central Park, and he was walking me home when we stopped. And he told me he loved me, then got down on one knee, and he asked me."

"That's so romantic." Joey gushed.

"I was crying so hard you guys."

"Well, congratulations. But, I have to get back to Pacey or he starts to feel...neglected."

"And we certainly can't have a neglected Pacey wandering around now can we?" smirked Jen.

"Of course not, because we all know that he is the only person to ever live," Joey said sarcastically.

Joey plodded back into her room to find Pacey sitting on her bed looking worriedly at her. She loved him. He was what she wanted and knew was the only thing that would ever make her happy. But, Joey was ready for more than she thought Pacey was ready for. She wanted a family, she wanted to be the one getting married. She wanted Pacey to commit to loving her and only her for the rest of his life. But if he wanted to, he would have asked her.

"Is everything okay?" he asked concerned, wiping away her tears.

"Everything's fine, Pacey. Andie...Andie's just getting married," she said with a smile.

"Andie?"

"Yeah. He asked her last night."

"Billy?"

"No...Groucho Marks...yes Billy."

"I...I can't believe he asked her."

"Why?"

"I don't know. He once told Dawson and I that he would never get married...and now he is."

"When did he tell you this?"

"Well, things have really changed, though. This was back in college before he ever met Andie."

"And what about you? You ever want to get married? Settle down...have a family?"

"Yeah. But I'm...not sure when, though."

"Oh." Joey stood from where she was sitting on the bed. "I'm going to take a shower."

Pacey was aware of the change in her mood. She became sad...a type of sad he'd never seen her before. "You want some company?"

"No...I'm fine."

What happened? One minute, they were as happy as they could be; the next, she finds out Andie's getting married and she becomes 'Robot Joey'.

Pacey pulled his clothes back on, and went back out into the living room with Jen and Andie. Pacey smiled at the two women who were talking about the arrangements for her wedding, what kind of gown she wanted, and other things of the wedding persuasion.

"McPhee, I hear congratulations are in order."

"You hear right."

"Well, you gonna get up and let me hug you or what?"

Andie stood and Pacey embraced her. He remembered the time when he loved Andie. When Andie was the one that his world was built around and lived because she existed. She was the first person he ever loved and the first person to ever truely love him. But that was long ago, and he was happy with his life.

"If he ever hurts you...you let me know, okay?"

"You got it, Pace."

Pacey released her and sat down next to Jen, who through her happiness for Andie, still looked sad and pissed off. Henry really messed up with this one. Of all the things to forget, you never wanted to forget birthdays or anniversaries. Those were the most important things to remember.

"So, Pace, where's Joey?"

"Shower. She started acting really strange after she talked to the two of you."

Jen looked at Andie and then back at Pacey knowingly. "Strange how?"

"She asked me if I ever planned on getting married and I told her yeah...someday."

"Pacey...you didn't."

Pacey became afraid. The looks on their faces spoke volumes, and he then knew he'd said the wrong thing. "What?"

"You told her someday?"

"I was telling her the truth."

"Did you happen to tell her that you planed on it being with her?"

Pacey turned his attention to the coffee table, avoiding their eyes.

"Pacey!" they both yelled.

"What...I...I didn't think."

"That's obvious!"

"How was I to know?"

"How long have you been with Joey?"

"Five years."

"Don't you think you should start thinking about it?"

Pacey got up from the couch and went back to Joey's bed room, waiting for Joey to come out of the shower. He did want to marry her. He's wanted to for years, but he never thought that she would. Pacey knew he'd screwed up. He wasn't sure if he would be able to fix this or not.

Joey's bathroom door opened, letting all the steam out of the bathroom. Joey walked out and was surprised to find Pacey sitting on her bed waiting for her.

"Joey...we need to talk."

Joey didn't want to talk. She was in a bad mood now because of his little comment.

"About what?"

"What we were talking about before you went to take your shower."

"About the family and marriage thing? What about it?"

"You do know that all my plans for the future include you right?"

"I don't know, Pace. If you're not ready now, how do I know that you'll be ready two years for now...or ten years from now?"

"Joey...you are the single most important being in my life. What makes you think that I would ever let you go?"

"Pacey...I can't keep holding on to a false hope. And that's what I've been doing. Hoping. I've been hoping that one day, you'll surprise me with a ring, or pop the question when we were having lunch...any time. But it hasn't happened. After five years...nothing," she said softly. "I don't know if I can wait much longer, Pace. I want a family, I want to be married to you."

"And I want to be married to you too, Jo."

"Then...why aren't we engaged? Why aren't we planing our wedding? Why aren't we thinking about our happily ever after with our family, Pacey?"

"Joey, I want to be with you. I love you. But...I'm not sure that I'm ready for marriage. I know that sounds...horrible. But I'm not sure that I am."

Joey felt her tears building up, knowing that she wasn't going to be able to hold them back if he forced her to say what she was going to say. She didn't want to end things. She didn't want to make him leave her life, to make him never be near her or touch her again. But he didn't understand how important this was to her. And this wasn't just because of Andie. This has been three years in the making. She wanted to live the rest of her life as Mrs. Pacey J. Witter.

"Pacey..." the tears began.

"Joey...don't. Please, don't. Don't say what I think you're going to say."

"I need...I need a family, Pacey. I want a family. I love you. I want to marry you. But if you don't think that you're ready to marry me..."

"Joey...I want to marry you."

"Then ask me, Pacey."

"Joey..."

"If you love me as much as you say you do...ask me."

Pacey didn't know why, but he couldn't. He couldn't ask her. He couldn't tell her the one thing she wanted to hear.

"I...I can't."

"Then I can't stay in this, Pacey. In order for you to be able to say that you want to marry me...it means you have to grow up."

"Let me grow up with you, Jo."

"Pacey...you can't."

"Joey..."

"I love you, Pacey. But, I'm sorry."

Pacey, moved to stand in front of her. He swiped the tears from her face. Seeing the utter anguish in her eyes was killing him. What was keeping him from asking her to marry him? What was it that was telling him not to?

"Joey...please, don't."

"I think you should go."

"Joey..."

"Pacey....please."

"Fine." Pacey walked to the door. He then turned back to her, "This isn't over, Potter. We're not over."

"Bye, Pacey."

"She what?!"

"She broke up with me."

"When?"

"When I took her home?"

"Why?"

"Because...she'd ready to get married, Dawson."

"And you're not."

"I am. I just...I couldn't ask her."

"Why?"

"I guess...I guess because I don't want us to end up like my parents."

"Pacey...it doesn't have to end that way."

"But what if it does, Dawson? I don't think I could function in my life if Joey hated me. Or if I hated her. She is my life."

"And you just let your life dump you."

"I'm well aware of that Dawson."

"So, what are you going to do?"

"Grow up."

Pacey decided to forgo the party, calling to tell Jen that he was unable to come. Jen leant a sympathetic ear to Pacey, telling him that it was okay and she understood. Pacey asked about Joey and Jen told him that she hadn't come out of her room since he left.

Pacey stared at the ceiling for most of the night. Why couldn't he just tell Joey why he didn't want to get married? She might understand. He hated not being with her. She was his everything, and yet, here he was, left with nothing.

At around two in the morning, Pacey meandered into his empty bedroom. He hated that room when she wasn't there. It looked so desolate, so alone. He found one of her favorite shirts laying on his floor. He picked it up, noticing that it still smelled like her. He held it to his nose and took in the scent. She was gone. How was he going to live without her?

There was only one solution in his mind. He was going to ask her to marry him. He had to. He could survive without her. And this display of over emotion of just a shirt was killing him.

Pacey crawled into his bed, still clutching the shirt to his nose. He wanted her to be there with him. He wanted her to be there and wrap her arms around him, tell him that she loved him and would never leave him. But she wasn't. She wasn't there, and he was afraid that she would never be there again.

Pacey soon fell asleep with the memory of his precious Joey saying she loved him. His Joey telling him that she was what she needed in her life to be complete. The strong Joey who made his insides melt. The Joey that he loved.

Christa Parks gently set the basket holding her child in front of the door. Someone was sure to notice it. She stuck the note where it was sure to be seen, it needed to be read so that Dawson would understand. She didn't want to leave Mary, but she had no other choice. She lightly kissed the baby on her forehead and left.

Pacey came back from his early morning run, hot and irritated. The dream he'd had last night annoyed him. Seeing Joey with another guy, walking down the aisle made him know for certain that the mere thought of Joey with another guys made him angrier than he'd ever been in his life.

Pacey opened the door to his apartment and walked straight in. But something caught his eye. Pacey opened the door again, and he had seen what he thought. A silent baby sleeping in the vestibule.

"Henry!"

Pacey went back to Henry's room and knocked on the door. Pacey heard movement from inside and he groggily opened the door.

"What?"

"Come with me."

"What?"

"Come on."

Pacey led Henry to the front door and stopped. Henry was still half asleep.

"What?"

"Look outside."

Henry looked out the peep hole then back at Pacey. "What?"

"No, open the door."

Henry opened the door to find the same thing that Pacey had on his way in, a baby. Henry looked up at Pacey and smiled.

"It's a baby."

"I know it's a baby. What's it doing there?"

"It's sleeping, Pacey."

"No shit. What's it doing here?"

"Well, here's a note...why don't we read it." Henry unfolded the note and read it aloud. "Dear Dawson, This is our baby, Mary. I can't take care of her anymore...please take care of her. The essential things she needs are in the diaper bag...I'm sorry, Christa."