Pacey undid the top three buttons of his shirt as he climbed up the eighth flight of stairs, revealing the top of the black wifebeater beneath. "Okay, first con of this place, too many stairs."

"There's an elevator. It's just out of service."

"Always thinking about the positive, aren't ya, Jo?" He smiled over her shoulder at her.

"Danny offered me fifty bucks if I could find sleeping accommodations for you other than the restaurant. So I'm working with what I have."

"Fifty dollars, huh?" He smirked, "I think you probably coulda weaseled a hundred from him."

"Considering that I was already going to do this for free, can't say that I'll complain."

"Such a giving heart," He teased, opening the door to the 9th floor, he held it open for her.

"Besides this isn't exactly my ideal way to spend a Friday night."

"What is your ideal way to spend a Friday night?" He asked, "Studying?"

She made a face. "I am not that pathetic."

"So, do share then, Potter."

"There is someone..."

He smiled, "Someone, huh?" He scanned the numbers on the doors for apartment 9D. "Does this someone have a name?"

"David."

"He in one of your classes? Or did you pick him up at a frat party?" He winked over his shoulder at her as he stopped in front of the apartment and searched for the right key to the door.

"I guess you can say he's in one of my classes."

He found the right key and inserted it into the lock, "So is has this guy been blown away by your beauty and wit, or is he still in the oblivious stage?"

She smiled. "Oh, he's definitely not oblivious."

He nodded, "Good for you, Jo." He opened the door and gestured for her to go inside. "So why are you here with me, instead of out on a date with him?"

"I'm planning to meet him later."

"Right...of course." He glanced around the room. TV, stereo, computer, Play Station. Dirty dishes and a dirty magazine were on the table in the center of the room, clean laundry was folded haphazardly in the coffee table in front of the couch. "No doubt, this is definitely a guy's apartment."

"Very attractive," Joey mused as she glanced around.

Pacey nodded, "Seems perfectly good to me," He took Joey's hand and tugged her back to the door. "Let's go."

"We haven't even seen the bedrooms and the bathroom or even the kitchen."

He rolled his eyes, "It's in my price range, that's really all I need to know." She gave him a look, "Okay, fine, lead the way."

"Well, let's see what's behind door number one, shall we?" She opened the first door on her left.

Pacey peeked his head inside, "That would be Ken's room, I believe." The place was strewn with clothing, CD's, and papers.

"You should look around. Make sure he's not insane."

"I work with the guy. He's as stable as they come." He shook his head an closed the door. "I'm not going to snoop through his things." He opened the next door, finding the bathroom, "This looks pretty clean." The tiny room was bare, a towel, roll of toilet paper and a bar of soap by the sink were the only commodities.

"Are you sure? I mean he's asking you to move in with him. If that's not the first sign of a few screws being loose I don't know what is."

He stuck his tongue out at her. "You lived with me for three months, you survived just fine."

"Did I?"

"Well, I managed not to throw you overboard, so I guess so." He backed out of the bathroom. "Now this David guy. When do we get to meet him?"

"When I want to scare him off." She moved onto the next room.

"Oh, see. That's not fair." He shook his head following her. "He needs the Pacey Witter, Dawson Leery, Jack McPhee stamp of approval."

"I don't think so."

"And this, would be my room." He declared, stepping inside to the empty room. A dresser was against one wall, a bed, minus any kind of bed linen was against the wall, between the only two windows. A desk was next to the door, a wooden chair beside it. "What do you think?"

"Nice."

"So you approve?" He asked, moving inside to sit on the edge of the bed.

She shrugged heading over to one of the windows. "It could be worse."

"The bed is soft."

"That's good. Might be best to get a new mattress though."

He eyed the one on the bed, "What's wrong with this one?"

"You don't know who slept there before you."

"That's what sheets are for, right?" he shrugged a shoulder.

"Your choice."

"So...we're not done with the David discussion. What's his major?"

"He doesn't have one."

"Tsk tsk tsk, not a good sign." He laid back on the bed. "How long have you been seeing him?"

"Not too long."

"Is it serious?"

"As serious as it can get."

His eyes faltered, "Oh."

She smiled. "I think Audrey would approve."

He smiled, "Well, that's good for you, Jo. You deserve some happiness."

"Thanks." She glanced toward the door. "So I guess all that's left to see is the kitchen."

"Yeah," he sat up.

"I figure that'd be important to you now."

"It is," He nodded and headed for the door.

"Thought so."

"Can't cook a gourmet meal in an inadequate kitchen." He sighed.

She smiled faintly. "How else are you going to woo the ladies."

"Charming good looks and debonair smile?"

"And how's that working for you?"

He smirked, "Landed Audrey, didn't it?"

"She's not exactly picky."

"Neither am I." He replied dryly, "Not any more."

"Audrey's definitely a step up for you though."

"There's no doubt about that," he agreed, inspecting the kitchen. It was small, but well equipped.

"So there. Aren't you glad you looked around?"

He shrugged a shoulder, "I knew I was gonna take it before I got here. I've got no other options." He glanced at the clock, "How much time do you have?"

Her eyes dropped to the watch on her wrist. "I have about an hour."

"I was gonna suggest a movie, but since you're busy. I guess we'll just head to the dorms. Sound good to you?"

"Yeah. That's fine."

He fished the key from his pocket. "Can I count on you for moving day?" He asked as they headed for the door."

"Depends."

"On?"

"I might have plans."

"I'll make sure Audrey let's you know then. At this point, I'm thinking the sooner, the better."

"Okay." He held open the front door for her. She brushed her hair behind her ear. "Just hope that elevator is working by the time you move in."

"I may be stuck with the stairs, Danny's getting antsy about me sleeping in the restaurant."

"That can't be sanitary."

"I don't sleep in the kitchen." He locked the door behind him.

"And that makes all the difference."

"Exactly, it doesn't. Which is why he wants me living somewhere else."

"Don't you want to be living somewhere else?"

"Yeah, the boat. But that isn't really an option for me."

"Doesn't seem like it."

"Anyone ever tell you that you're a smart alec?"

She grinned. "All the boys."

He chuckled, "It's a line, you know. All an attempt to get you naked."

"I'm sure."

"There's so much you have yet to learn about the male species, my love." He shook his head woefully.

"Well, isn't that what college is for?"

"Audrey seems to think so."

"Which is not a bad idea."

He shook his head, "Never thought I'd see the day."

"Yes, absolutely unbelievable. Joey Potter has a sex life."

He smirked, "That's no what I meant. I was thinking more along the lines of Joey Potter having a casual sex life as unbelievable. Not the sex part. You're quite the little sex kitten if I remember correctly." He winked.

She blushed faintly. "I'm not hitting the numbers Audrey was. It's just one man."

"So it's very serious then?"

"It's complicated."

He frowned, "Complicated isn't good."

"I'd rather not get into it."

"You deserve better than complicated, Jo."

"I'm very happy with the way things are."

"Complicated makes you happy?"

"He makes me happy." She smiled softly and bit her lip. "He makes me feel alive. It's hard to explain."

"Alive, huh?" he echoed, remembering a time two years ago on a dark porch when she�d said the same thing about him.

"It's hard to explain without sounding stupid."

"I've never in my life heard you sound stupid, Joey."

She smiled crookedly. "Just know that I'm very happy."

He nodded. "I'm glad."

"Boys and their toys," Jen sighed, shaking her head with a rueful smile on her face as she watched Dawson, Pacey, Jack, Charlie and Oliver gathered around an editing board. Dawson and Oliver were messing around with the footage shot the day before, having a grand old time adding sound effects and staring at the butt shots. She turned to Audrey and Joey, "Something tells me they would get a kick out of that Home Alone voice recorder thing."

"Seriously," Audrey carefully applied some lip-gloss. "Their bodies might be developed but stick them in front of electronics and they're five."

"Five and half, maybe six." Jen agreed.

"I think Joey has the right idea with this older man thing."

"Older man?" Jen turned interested eyes on her friend, "Joey? Are you holding out us?"

"Audrey." Joey shot her friend a look and Audrey smiled.

"The hot Professor," she said before capping her lip-gloss.

"Ooooh," Jen smiled. "Got the hots for your Prof, huh?"

"More like messy, fun sex with the Professor." Audrey grinned. "How's that work for you, Jo? Do you actually call him Professor? It's like very bad 60's television."

"Oh my God! Are you shitting me?!" She stared wide eyed from Audrey to Joey, her loud exclamation catching the boy's attention.

"Way to keep a secret, Audrey," Joey muttered.

"Aww, I'm sorry, but Jen's a friend. A girl friend. She shouldn't count when it comes to dishing about sex."

Jen waved the boys back to their 'work', "Exactly, we don't have secrets from one another. Now....what exactly is going on between you and your Professor?!"

Joey sighed and shifted uncomfortably. "David and I are just...It's not what Audrey thinks it is."

"So clarify!" Jen grinned, "Come on, I need to live vicariously these days. Dawson's wonderful and all, but he's not exactly the peak of excitement."

Joey smiled shyly. "There's not really much to say."

"Oh yes there is!"

"No."

"No?"

Her eyes were wide in amusement. "Yes."

Jen sighed, "At least tell me how you met him? Well, I guess I know how...but I mean, when did it start? How did it start?"

Joey shrugged. "It just sort of happened."

"How long ago? Why? How old is he?"

"Are you sure that's enough questions, Jen?"

Audrey laughed.

"Fine," she stuck her tongue out at Joey and turned to Audrey. "If you want give me answers, I'm sure your smart and beautiful roommate would be happy to provide them for me."

Audrey tossed her hair over her shoulder. "I would dish, but Joey would kill me. Plus, I'm already on thin ice because of the ex-thing." She grinned at Jen and brought a hand over her mouth. "Talk to me later," she mouthed.

Jen giggled, and nodded. "Fine. I'll just have to suffer in silence."

Joey rolled her eyes. "So are we filming today or what?"

"I'm not the one to ask," Jen eyed her boyfriend's small back. "I can't say that I'm complaining though, it's nice just to have a moment to sit."

Audrey grinned and tossed her legs over the arm of the chair she was sitting in. "Don't mind her, she's just missing the Professor and the sex."

"Wow. Joey Potter is sleeping with her professor." Jen repeated, awe in her voice. "I'm shocked. And a little impressed."

"Can we discuss something else?"

"Such as?"

"Um, I don't know."

"That settles it, we're talking about your affair. Is he any good between the sheets?"

"Oh God." She raised her gaze to Dawson. "Dawson are we going to be filming any time soon? Do you really need me here?"

"Yes," he called back. "A few more minutes."

"Are you sure? Because I think Jen can handle make-up."

"No, I can't." Jen shook her head, "I'm too tired." Joey shot the blonde a glare and she grinned innocently.

Joey's cell phone began to vibrate and Audrey's smile widened. "You know, I can totally handle make-up, Dawson. Joey's got a booty call."

"She gets booty calls?" Jen laughed.

"I'm going to kill you later." Joey pointed an accusing finger at Audrey before walking away to answer her phone.

"So?!" Jen demanded of Audrey.

Audrey nodded. "Oh yeah."

"Good, that means she's getting over Pacey."

"Have you met this guy?" Dawson asked distracted from what he'd been doing. "Total invasion of privacy I know, but Joey's never mentioned anyone."

"I haven't," Jen shook her head. "This is all newly acquired information to me."

"She mentioned a new boyfriend to me," Pacey told him joining the girls. "And just said that he made her happy. And that we weren't allowed to meet him."

"I wonder why," Dawson said curiously. Audrey glanced down at her nails and started to inspect them carefully.

Oliver snapped his fingers for Dawson's attention. "Hey Dawson, we're working on this or what?"

"Dawson, maybe we should get to work. We don't wanna be here all night," Jen agreed with Oliver much to her dismay.

"Yeah, um, just a sec, Oliver," Dawson called over his shoulder.

Pacey eyed Joey, "Should we let her leave on her own if she decides to go?"

"Jen or I can take her," Audrey volunteered quickly.

"Oh."

"Nothing to worry about," Audrey assured them.

"Actually, I think I could use the fresh air." Jen admitted.

Audrey smiled. "See?"

"Yeah," Pacey nodded and forced a smile. "Well, then lets get this show on the road."

"We're just waiting for you boys to finish with your toys."

"Whenever you're ready, Director?" Jen arched an eyebrow to him.

"Right." He smiled. "Just a few more minutes." He headed back to Oliver. "One of you just make sure Joey finishes make-up before she goes."

"Will do." Jen nodded, with a grin. At least she'd find out where Joey's Professor lived.

"Avoided that crisis. Phwew," Audrey smiled.

"Yeah, something tells me Dawson would certainly not approve." Jen nodded.

"Approve of what? David?" Pacey questioned.

"Joey mixing up the lipliner with the eyeliner," Audrey said quickly. "It'd be a devastating crisis."

Pacey shook his head and retrieved the mic, "I'll leave the make-up stuff to you guys." He bent and gave Audrey a kiss. "Play nice. And kick Charlie if he grabs you again."

"Will do."

"Jen," his eyes clouded with worry. "You're not looking so hot."

"I'm fine, Pace. Just tired. The fresh air will do me good."

Joey grinned and slid her cell phone back into the case on her side. "Okay, I'm going to go."

"Okay," Jen sprang to her feet and swayed uneasily, "Whoa."

Pacey reached out a hand to steady her, "Easy there, Lindley."

She shook her head, "I'm fine. Just stood up too fast." She grabbed her purse. "Let's go, Joey. Tell Dawson I'll be back in twenty."

Joey eyed her friend concerned. "Are you sure? I'll be perfectly fine on my own."

"You'll get there faster if I drive," Jen smiled. "I'm fine. Really."

"If you're sure."

"Yes!" She said impatiently. "You're worse than Dawson sometimes, I swear." She grumbled.

"Okay. Okay." She grabbed her coat off the back of Audrey's chair. "Let's go."

"Thank you," Jen smiled again fishing her keys from her pocket.

"No problem."

"I'll be back soon, Audrey. Try not to drive the boys insane."

She flashed her a grin. "I'm not making any promises."

"I had to ask," Jen smiled back over her shoulder as she and Joey headed for the parking lot.

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