(Rooftop of Leery’s Fresh Fish restaurant – Jen and Henry emerge onto the roof)

Jen: Alright, look, I’ve already accepted your apology, I don’t understand why you’re making me come up to the roof.

Henry: I wanna show you something.

Jen: (stepping out onto the roof) Will you promise to drop that whole sign thing, right?

Henry: I promise.

Jen: Yeah, well I hope so, because you’re rapidly approaching the point where I—

(Jen turns and sees rose petals lining a pathway to the corner of the roof which it lit by dozens of candles and blankets – it looks very cosy and inviting)

Jen: (in wonder) Henry. You did all this?

Henry: Well, the– the town organised the festivities, I just did the roof part.

Jen: Why?

Henry: For you. I want you to know how really sorry I am.

(they walk over to the little area Henry has created)

Jen: I know, you just—

Henry: I told you. But I wanna show you too. I can do more than just talk.

(they sit down and lean against the wall)

Jen: I know that you can. And you can listen too, which is– which is why I got so upset.

Henry: ‘Cause I stopped hearing you.

Jen: (nods) Yeah.

Henry: I promise that will never happen again. I’m– I’m glad we didn’t rush into having sex.

Jen: (surprised) Really?

Henry: Well, I’d be lying if I didn’t tell you I think about it pretty much every time I breathe in or out. (Jen smiles) I can tell you I’m going to stop wanting you so badly, that I get a little crazy sometimes, but... I don’t want to be like every other guy in your life, Jen. I want everything we do to be new, something you’ve never done before.

Jen: I have definitely never had a picnic on a roof before.

(they kiss)

Henry: From now on, I’m going to do everything in my power to be the most original person in your life.

Jen: (smiles) Henry Parker, you already are.

(they begin to kiss again)

* * * * *

(Docks – Dawson walks along the docks – he walks past a spot where Pacey had been hidden from view – Pacey stands)

Pacey: What are you trying to prove?

Dawson: (stops and turns) I was trying to help Joey.

Pacey: (jumps over the railing and walks up to Dawson) Look man, why don’t you just take a swing at me? I mean, honestly, just take a poke. Get it over with, save both of us a lot of time and trouble, wouldn’t involve our friends.

Dawson: Or our family.

Pacey: Do you think indulging yourself in some James Dean meets Grease Lightening fantasy that you’re actually gonna prove you’re a better man than I am?

Dawson: I don’t have to prove that. You made that clear when you moved in on Joey.

Pacey: For the very last time, Dawson, I made a mistake.

Dawson: (nods in agreement) Hmm-mm.

Pacey: I thought you of all people would understand someone falling for Joey Potter.

Dawson: (scoffs) Are you delusional enough to believe that you actually have something real with Joey?

Pacey: Well if I do, it’s because of her own free will.

Dawson: Do you really think a couple confused weeks means anything compared to the lifetime that we’ve had?

Pacey: And do you actually think that you could possibly hold on to that beautiful woman with some sort of selfish ultimatum?

Dawson: (shakes his head) Answer my question, Pacey. Do you really think that you can compete with history?

Pacey: (sarcastically) Some history. Fifteen years of watching PG movies in your bedroom followed by another year-and-a-half of pretending to be grown-up only to drop each other at the first sign of crisis. That’s your history?? Come on, man. You call this woman your soul mate?

Dawson: (getting heated) Yes! I do! And you knew that, but you went out after her anyway.

Pacey: Right after you rejected her.

Dawson: Oh, so she was vulnerable. Perfect for you right? ‘Cause you’re only interested in girls you can save or screw, right Pace?

(they exchange angry stares before Pacey walks away)

* * * * *

(Early morning at Jen’s house – she enters the front door, obviously just getting home – Grams sits at the kitchen table)

Jen: You’re up early. (she walks over to the table)

Grams: I see I’m not the only one dressed in what they were wearing last night.

Jen: (all smiley and happy) I know, I’m sorry. I– I should have called, but I figured you’d be in bed asleep.

Grams: (angry) You figured wrong. I was moments away from calling Sheriff Witter.

Jen: Grams, I was fine. I was with Henry.

Grams: (shocked) You spent the night with Henry?

Jen: (smiles dreamily) Yeah, on the– on the roof of the restaurant. God, it was so beautiful... the boats were all lit up on the water, and– and the whole town was below applauding for the fireworks, but it felt like it was just all for us. And he had a blanket and a picnic and– well, not much of a picnic actually, it was– it was two "Lunchibles", but it’s the thought that counts.

(Grams has her hand to her mouth and looks very upset and mad)

Jen: Grams, I’m sorry, we just lost track of time.

Grams: (scoffs) Oh! Is that the fashionable euphemism bandied about on "MTV" these days... "losing track of time"?

Jen: (confused) I thought that you’d be happy. I mean, it was your advice that compelled me to move forward with Henry.

Grams: It was not my advice to sleep with the boy!

Jen: You don’t know what you’re talking about.

Grams: To see you slip back into your old lifestyle like– like you never left it... (sighs in frustration)... I expected more of you, Jennifer.

Jen: (getting upset) You know what? I expected more of you too. Believe it or not, I have changed, and it hasn’t been easy, especially considering that the one person I count on the most can’t even see it.

(Jen stands and storms off)

* * * * *

(Leery restaurant – Gale sits at a table reading the morning paper while Mitch wipes his hands with a hand towel)

Gale: I can’t believe you’re helping him race.

Mitch: Well, it’s a boat race, right? Not Ben Hur. Besides, one way or another, this is a fight that’s gonna happen. And I for one am proud of Dawson for sticking up for himself.

Gale: Well, I’m not against fighting for what you want, but shouldn’t we be teaching Dawson that you fight with your mind? With words? (she puts the paper down and looks at Mitch)

Mitch: Well yeah, but– well sometimes two people have been through so much and had so many... "conversations" (he sits on a chair opposite Gale), that the only way to really make it clear, is action. Obviously Dawson has more guts than either one of us.

Gale: What are you talking about?

Mitch: Just what I... thought might have been going on around here lately. Between you and me.

(Gale remains silent and looks away)

Mitch: (stands) OK, uh, well, I’d stick around and talk about his more, but, uh, that doesn’t really seem to be very effective now, does it? (he grabs his bag and jacket and leaves)

* * * * *

(Capeside Regatta – the boat race is about to begin)

Announcer: Welcome to Capeside’s Regatta. It’s ten seconds before the start. The boats are manoeuvring into position. (cannon fire erupts) And they’re off!

(Scene’s cut between Pacey and Will on "True Love" and Dawson, Jack and Mitch on "Carpe Diem" – True Love heads Carpe Diem to the marker)

Announcer: And as the leaders reach the pivotal mark the leader is... looks like True Love’s out front but Carpe Diem in a bold move here, they are gaining ground.

Mitch: Alright now Dawson, we gotta pick it up here, we gotta give it more room. OK, two legs at the mark.

Pacey: What the hell are these guys doing?

Will: I don’t know, I don’t know.

Pacey: (yells out to Dawson’s boat) Hey! Hey, give us room!

Announcer: True Love and Carpe Diem are neck and neck. They’re fighting for the finish here. Carpe Diem is not giving any ground. In fact, Carpe Diem is not acknowledging True Love’s request for steering at the mark. If one of these boats doesn’t veer off course here in a minute, we’re gonna have a major collision.

(cut to Joey watching anxiously on the dock)

Joey: They’re both heading for the same spot, are they crazy?

(cut to True Love)

Pacey: (yelling) Hey, we got the right of way!!

(cut to Carpe Diem)

Mitch: You’re gonna have to back off.

Dawson: I’m not getting out of his way.

Mitch: Two legs.

Dawson: I’m not getting out of his way!

Jack: Let them through, come on!

(the boats are getting close to one another)

Pacey: Get off our line!!

Will: Move over!

Mitch: If you don’t we’re gonna run into the dock.

Jack: Dawson, come on!

(Pacey waves madly)

Pacey: Give us room!!

(the boats get closer and closer and are just about to collide when True Love veers off just before the finish line)

Announcer: Oh my God. True Love with the right of way, changes course to avoid a collision. Carpe Diem does cross the line first.

Announcer # 2: Oh boy, there is gonna be a protest.

(On Carpe Diem Dawson holds his cap high in the air and smiles joyously)

Announcer: (to man standing next to him) I’m sure that is a disqualification.

Announcer: "Mischief" is approaching to be the second, and unfortunately, True Love, they’ll finish a distant fifth.

(Cut to the docks – Joey is storming down towards Dawson’s boat – Pacey is ripping off his gear and looking very angry – Dawson approaches Joey smiling)

Dawson: We won!

Joey: (really angry) No you didn’t, Dawson, you lost.

Dawson: What?

Joey: (raised voice) If you knew a little bit more about sailing you would know that you got disqualified.

(Pacey arrives and stands right in front of Dawson)

Pacey: (yelling) Your nearly killing me!

Dawson: (incredulous) What, I got disqualified?

Pacey: (scathing) Oh, I got a couple more words for what you are.

Dawson: OK, let’s not forget who started this, Pacey. You’re the one who said you wanted—

Joey: OK, stop. The both of you, stop this. I’m not some damned trophy.

Pacey: (yelling) No, Jo, let’s not forget who started this, OK. Let’s not forget who pushed me towards Joey Potter in the first place. (to Dawson) It was you!

(Dawson goes to protest but Pacey cuts him off)

Pacey: Yes! It was you who couldn’t be bothered—

Dawson: (starts to yell as well) Because I didn’t want to get hurt again, Pacey! I still had feelings for her, I still loved her! (Joey just looks at Dawson and Pacey and shakes her head) I– I (speaks in normal tone) I still love her.

Joey: I... I hate this. I hate all of this. God, I hate you for kissing me and forcing me to figure out what it all means, Pacey. And I hate you Dawson, for– for forcing me to make a choice between our friendship and what I might have had with him. And I hate myself. I mean, I wish we could go back to the way it was, I wish I could take it all back, but I can’t. Nothing is worth going through all this. No one person is worth this. Neither one of you, and especially not me.

(Joey storms off)

Pacey: (to Dawson) Are you happy now?

(Pacey walks off back to his boat – Dawson stands alone for a moment and then goes after Joey)

* * * * *

(Joey walks along the docks crying – she sits against the handrail – Dawson approaches and stands next to her)

Dawson: (speaks softly) I’m glad he kissed you.

Joey: (wipes tears with the back of her hand) Well that makes one of us.

Dawson: I’m glad he kissed you because it forced me to deal with notion of losing you, Joey. And I can’t. I can’t lose you. Not now, not ever.

Joey: Dawson, I’m no good for you. I mean, look at the way you behaved today.

Dawson: I behaved the way that I did today because I was threatened.

Joey: (confused) What are you talking about?

Dawson: Honestly? I’m just trying to be the kind of guy you want.

Joey: What kind of a guy is that?

Dawson: (sighs) Well... the one who beat up a bully, and bought you a wall...

Joey: That’s not you.

Dawson: No. (shrugs shoulders) No, it’s not, Joey. I– I’ve– I’ve just been trying to show you how much I want you instead of just telling you.

Joey: You don’t want me, Dawson. You said it yourself, you just don’t want to lose me.

Dawson: Of course I don’t want to lose you, Joey, I– I want you more than I ever have.

Joey: If you really felt that way about me Dawson, then you would realise that the last thing that I need right now is another person with romantic intentions for me.

Dawson: (nods) OK. What do you need? (Joey doesn’t respond) Jo, what do you need? I will do anything. I am willing to do anything.

Joey: I need a friend. Someone who will be there for me without any agenda. (pauses) The person that you used to be.

Dawson: Then– Then I’ll be there for you. (Joey turns her head) Let me prove it to you. Let me show you.

(Joey looks at him but doesn’t respond)

Dawson: Joey?

(Joey turns and walks away)

Dawson: Jo?

* * * * *

(Train station at night – Will and Pacey sit on the steps)

Announcer: Train from (name?) to (name?) now departing on Track 10.

(Pacey and Will both stand)

Pacey: Well, that’s you, man. Will, be safe, man.

(they embrace)

Will: I’ll do my best. So, any advice?

Pacey: Yeah, you know, avoid public nudity, stay off drugs, try not to murder anybody, the obvious stuff. And one last thing... don’t sleep with any of your teachers. Believe me, it never works out as well as you think.

Will: (smiles) Witter words of wisdom. Priceless. (pauses) Here’s some for you. Don’t give up.

Pacey: Give up?

Will: On true love. It always wins in the end.

Pacey: Hey, be good, man.

(Will enters the train station and waves)

* * * * *

(Jen’s bedroom – Jen sits on her bed with earphones – Grams knocks and then enters – Jen realises and takes the earphones off)

Jen: You may not respect many of the decisions I have made, but the least you could do is respect my privacy.

Grams: I– I just– I just wanted to... (holds out an old dress of Jen’s)... to bring you this.

Jen: (tiredly) Why are you giving this to me?

Grams: I have been doing a great deal of reflection, looking through old photographs, and I came across this dress packed away in a box.

Jen: (looks at the dress then puts it aside) It’s packed in a box for a reason. It’s not my style.

Grams: (sits on the bed) I know. Just looking at it reminds me of how much you’ve grown up. When you first came here to live, you were still a child.

Jen: And now?

Grams: Now you know more. You’ve become a beautiful, poised, confident, mature young woman, who isn’t afraid to risk her heart. (speaks slowly) I think you finally believe, after all this time, that you really do deserve to be loved.

Jen: What are you saying?

Grams: I’ve seen the affection you have for Henry and the affection he has for you.

Jen: (begins to protest) Grams—

Grams: And I’m not so old that I don’t remember how truly difficult it is wait when you’ve found someone who gives you the love you so much deserve.

Jen: Grams—

Grams: And I know you think you know all about the birds and the bees. But what I want to talk to you about is not only the joy of sex, but the responsibility of birth control—

Jen: Grams, Henry and I didn’t have sex, OK? I– I mean, we– we literally slept together, but, um... we didn’t have sex.

Grams: (relief washes over her face to the point that she looks like she’s about to cry) You don’t know how glad I am to hear you say that.

Jen: Now that you know what really happened, do you still mean the stuff you just said?

Grams: (with conviction) Every word of it.

(Grams holds out her arms and they hug)

* * * * *

(Leery restaurant – Gale lights candles at a table – there are no customers – Mitch enters)

Mitch: I thought there was a private party tonight?

Gale: There is... ours. (she motions to the table which is set for two)

Mitch: What’s going on?

Gale: Well, I thought about what you said about what’s been happening around here lately, and I decided that we should have dinner, and figure a few things out.

Mitch: (walks towards Gale) But what about business? Our customers? This is an important weekend for us.

Gale: You’re more important. You always were. You always will be.

(Mitch just stands still, words escaping him)

Gale : (smiles nervously) Aren’t you going to say something?

Mitch: (walks up close to Gale) I was just trying to find the words.

(they embrace and kiss)

* * * * *

(Joey stands before her blank wall in overalls and paint tin in hand – Pacey walks up and taps her on the shoulder)

Pacey: Hey.

Joey: (turns, surprised) Hey.

Pacey: You thought I was Dawson?

Joey: No, I just didn’t—

Pacey: Maybe a better question would be did you want me to be Dawson?

(Joey gives him a "don’t start now" look)

Pacey: I’m sorry, I take that back.

(an awkward pause ensues)

Joey: Well, the lease is gonna be up soon.

Pacey: I’ll renew it again if you wanted me to.

Joey: (considers this for a moment) Oh, I dunno Pacey... I don’t wanna give it up, it’s just I don’t feel like I’m ready to...

Pacey: Paint?

Joey: (pauses) Yeah.

Pacey: (sighs) I gotta be honest with you, Jo (pauses) I really thought after the way he behaved today that you’d love him less, but you don’t, do you? If anything, you just love him more.

Joey: (shakes her head) Pacey, please don’t make this any harder than it is.

Pacey: OK. OK. I just gotta ask one more question and then I’m gonna stop making this hard on both of us, I swear. If it weren’t for Dawson, could you ever love me like that?

Joey: Like what?

Pacey: Like a soul mate?

Joey: Pacey, please don’t make me choose this... don’t make me choose. I really think the best thing is is to just take a couple steps back, and...

Pacey: Yeah. (he begins to walk away and the stops and turns around) Hey Jo?

(Joey composes herself and gives him an expectant look)

Pacey: I’ll renew the lease first thing in the morning.

Joey: OK.

Pacey: And I understand. I do, I understand. There are no ultimatums here.

(Joey half smiles and nods before Pacey walks away)

* * * * *

(Capeside Docks – Pacey works on ripping free the "True Love" name off his boat – he finally does so and then tosses it in the water – a hand retrieves it – Andie walks up to Pacey holding "True Love" in her hands)

Andie: I have something I need to tell you.

Pacey: I already know you hate me, Andie. I just don’t think I could hear it tonight.

Andie: OK, look, could you just stop? I need to say something. (she walks over to Pacey and sits next to him) Look, I don’t hate you, OK? I have felt hurt and betrayed, and it would be really, really easy to turn all that anger into hate. I don’t want to carry around that burden, OK? It’s not the person that I want to be, and it’s not the person that I am, so I don’t hate you.

(there is a moment of silence)

Pacey: Thank you, Andie.

Andie: You know, hate is a pretty strong word, Pacey. (hands over the boat name) So is love.

* * * * *

(Dawson’s bedroom – Dawson sits at his desk by a pink lava lamp, writing – he looks up as Joey enters his window carrying a video)

Joey: Does the invitation still stand?

Dawson: (stands) Yeah. Yeah, of course.

(Joey hands him the video)

Dawson: E.T?

(Joey just shrugs)

Dawson: After everything that’s happened, this is what you rented?

Joey: I thought it was time to see it again.

Dawson: You always said this movie was sad and depressing, remember?

Joey: I just feel like watching something tonight with an ending that I know like that back my hand.

Dawson: (putting the tape in the VCR) Remember when E.T turns to Elliot and says "I’ll be right here"?

(Joey lays on her stomach on Dawson’s bed facing the TV – Dawson sits on the end of the bed next to her)

Joey: Hmm. Right now, those are some of the comforting words in the world.

(Dawson also lays on his stomach hands under chin watching the movie – Joey sneaks a glance at Dawson – Dawson then sneaks a glance at Joey)