Joey lifted her hair away from her neck, twisting it tightly in her hands and holding it up. She bit her lip as she stared into her mirror, tilting her head to the side, she watched herself. With a sigh, she let her hair drop and hang around her shoulders. He had told her once that he liked her hair long, so he could run his fingers through it. She smiled softly at the memory.

It faded quickly however, and she pushed her chair away from the vanity. There would be no fingers running through her hair tonight. She scowled into the mirror in annoyance. Why on earth was she doing this to herself? It was like she was predisposition to torture herself. She glared at her reflection, the touch of make up and the beautiful velvet dress so unlike her. All for Pacey. A guy who was madly in love with his girlfriend of three months.

She let out a deep breath, what was the point? She didn't need this. She didn't need him. No one was forcing her to go to the Christmas party. She could very easily just get undressed, slip into a pair of sweats and wash her face.

She spritzed on a little perfume. Time with Pacey was worth whatever mental anguish she'd be putting herself through. It was rare that she got to spend time with him...and although she'd never admit it, she missed him. Absence made the heart grow fonder, right? Maybe if she spent enough time with him tonight, she'd get over this...this...crush, or whatever it was she felt.

Satisfied with her appearance, she sat down on the edge of the bed, trying to imagine what the evening would hold.

Bessie knocked on her sister's slightly open door before pushing it open and walking the rest of the way in. "Need any help?"

Joey jumped slightly, a faint blush creeping up her cheeks at being caught daydreaming. "No, Bess. I'm fine." She stood up and faced her sister, "How do I look?"

Bessie smiled taking in her sister's appearance. "You look great."

She smiled halfheartedly, "I don't even know why I'm going."

"It's not like you have anything better to do anyway," Bessie replied with a roll of her eyes. "Go out. Have fun."

"I was afraid you'd say that."

"And it's not a bad thing."

She rolled her eyes, if only her Bessie knew. Joey glanced at the clock, "Is he here yet?"

She shook her head. "Don't worry Bodie'll let us know. Besides, I don't know what you're worrying so much about. It's only Pacey."

She shifted uncomfortably and kept her eyes down as she fiddled with the clasp of her mother's bracelet.

Bessie patted her sister's shoulder reassuringly. "You'll have fun."

She smiled, "Yeah, at the very least, Pacey and I can sit off to the side and poke fun at the pretentious townsfolk, right?"

She nodded with a grin. "Right."

Joey eyed her sister speculatively for a few moments. She really didn't have anyone to discuss this with, Pacey and Jen for obvious reasons were out of the question. Going to Dawson would risk the tenuous friendship he and Pacey had managed to resurrect. Andie and Jack were possibilities, but she just didn't feel comfortable discussing Pacey with Andie, and as much as she loved Jack, his loyalties lay with Jen.

She bit her lip and looked at her sister plaintively, "I'm in love with him," she said finally, her voice weak.

Bessie eyed her sister sympathetically. "Aww, Jo..."

She winced, "I don't even know how it happened. Just one day...when it was far to late to do anything or to fix things between us." She sighed, "I just needed someone to talk to, Bess."

She frowned. "So what are you going to do?"

Joey shrugged, "What can I do?"

"You know, if you'd rather not go..."

She smiled sadly, "I will though."

She sighed. "If you think that's best."

"It isn't." She said simply, "But it's what I want. You know me, I'm a glutton for punishment." She tried to smile, "I figure it's Karma for everything I put him through last spring."

She sighed again looking at her sister helplessly. "Just be careful."

"Of what?"

"I just don't want you to get hurt anymore than you have to."

"Bess, he's with Jen. I don't think it could possibly hurt any more than this."

The corner of her mouth turned down slightly. "I wish I could help ya, kid."

"Thanks, Bess." She stood up and pulled her sister into a hug. "I just needed to let it out."

"Anytime. That's what I'm here for."

"Why am I not surprised he's late?"

Bodie knocked on the door, interrupting them. "Jo, Pacey's here."

"Spoke too soon, didn't I?" She moved away from her sister, and smoothed out the material of her dress. "You sure I look okay?"

Bessie nodded stepping back and running her eyes over her sister one last time. "I'm sure. You look great." She began to guide her to the door. "Now go."

She took a steadying breath and went out to meet Pacey, putting all thoughts of her conversation with Bessie out of her mind. "Thanks Bodie," she said as he held the door open for her. She entered the living room to find Pacey playing with her nephew, pulling a soft smile to her face. "You know, if you're not careful, he's liable to leave you covered in strawberry jam."

"Nah, he likes me too much," Pacey said setting Alex back down and turning to Joey. He let out a low whistle and raked his eyes over her. "Who are you and what have you done with Joey?"

"I'm her evil twin." She replied with a smile, running her eyes over his body. For once he'd conformed to fashion, he wore a pair of dark slacks and a blue dress shirt that brought out the brilliant color of his eyes under a black blazer which made him look even taller.

He raised an eyebrow an amused grin on his face and extended his hand. �Flowers as requested,� he said handing her a bouquet of lilies.

"Lilies." Smiling widely, she took them from him. "Where on earth did you find these in winter?"

"Trade secret. Ready to go?"

"As I'll ever be." She said reluctantly. "Let me just go put these in water." Thankfully, she turned away from him and headed for the kitchen.

"Think you'll be able to last the night?" Bessie asked as Joey entered the kitchen.

"If the last four months have been any indication." She said wryly, looking over her shoulder once. "Can you put these in water?"

She nodded taking the flowers from Joey. "Yeah, sure."

"Thanks, Bess. I'll be back late."

"Have fun," she called over her shoulder.

"'K, Bye Bodie," she called, as she reentered the living room. "We can go, Pace."

He nodded. "Okay. Later Bessie, Bodie."

She lifted her coat from the rack and slid it over her arms. "Here let me help you with that," Pacey said coming up behind Joey and helped pull her coat on.

She smiled, "Thanks. So explain to me why we're doing this again?"

"Well, you know, I needed a date, you had no plans. It all works out in the end." He held the door open for her.

She passed through it, smiling over her shoulder at him. "Did you really want to go to this thing in the first place?"

"Do you even need to ask?"

"Then why didn't you just get out of it?"

"Believe me, I tried."

"And how will the parental figures react to the fact you're bringing the town trash, AKA, the convict's daughter to the Capeside Police Force's Annual Christmas Party?" She questioned as he held open the door to the truck for her.

"I think my parents like you more than me," he said dryly and shut the door after she'd climbed in.

"Well, that's sad." She replied. "But, I guess it makes sense, after all, I am just so lovable, aren't I?" she said sarcastically.

"Extremely."

She looked out the window sadly, "So, Pace, what'd ya get Jen for Christmas?"

"Promise not to tell her?"

"Of course."

"A bracelet," he said finally. "To go with the necklace I got her."

"Ohh," She nodded, "and this time you didn't even need my help." A smile crosses her features, "I'm proud of you."

He grinned. "Why thank you. Now I can die happy."

"That reminds me," she said, "Bessie's invited everyone to the B&B for Christmas Eve, to exchange gifts and all that. You and Jen up for it?"

"I don't see why not."

"See, look, I am being social."

He smiled. "I guess it's my turn to be proud."

"It's not much," she shrugged, �but a step in the right direction."

"Any reason why you were antisocial in the first place?"

She was quiet for a beat, "People."

"People?" he repeated dubiously.

"Yeah," She stared out the window. "That's part of it. It just kinda got to hard to deal with them. It was easier to concentrate on school or the B&B or college."

He nodded gazing out the windshield. "Yeah, I can see how that can be a problem."

"Not exactly healthy, is it?"

"Well, you know me, I think anything involving school in general is unhealthy."

"That would explain the rising grades then, right?"

"Of course."

She chuckled lightly and played with her seat belt as they drove. "So, seriously, your parent's have no problem with you bringing me?"

"I'm sure, Joey."

"Good," she smiled in relief.

He slowed the car and pulled into the first available parking spot. "You know, I can get out of the car right now and let you drive, and then you can accidentally run me over with the truck, thus ending this sure to be tragic evening right now."

She clapped her hands, and undid the seat belt. "Okay, let's go," She slid over towards him, moving to take over the steering wheel. "I think Jen might miss you, but she'll get over it soon enough."

He raised an eyebrow and grabbed her wrists before she reached the steering wheel. "You'd really just run me over like that?"

"Oh yeah," she nodded. "Easily. Hell, I might have even enjoyed it. But truly, I was only going to do it for you, put you out of your misery." She batted her eyelashes at him.

"Funny."

"So I can't?"

He fluttered his lashes at her giving her puppy dog eyes. "You wouldn't miss me?"

She swallowed thickly, his eyes drawing her in. "Uh, I don't think so."

He smiled charmingly. "I don't believe you."

She shook her head slightly and slid back over to her side. "Get out and we can test that theory."

He shook his head in disbelief and slid across the seat beside her, pinning her between him and the door. "I don't think so."

Her heart rate sped up at his nearness. She could feel his breath warm against her face, "A-and why's that?" She asked shakily.

"Because I don't believe you," he said simply.

"What makes you so sure?" She asked, "I think I've told you on numerous occasions that you don't know me."

He nodded, indulging her. "Ri-ight."

"What?! You think you do?" She asked, anger flashing in her eyes. "You think you know what I'm thinking? What's in my heart?" The frustration of the situation combined with his nearness was causing her to reach a boiling point. "Tell me, Pacey, if you know me so fucking well, then what am I feeling right now? Huh? Tell me exactly what thoughts are running through my head."

He pulled away from her in surprise, shocked by her outburst and he stared at her dumbfounded. He worked his jaw up and down in an attempt to form words.

She closed her eyes against the sting of tears and shook her head. "That's what I thought."

He moved back behind the steering wheel. He cast an apprehensive glance in her direction not sure of what was wrong with her. He drew his lips together tightly and forced his eyes back to the darkness outside the windshield.

"I'm sorry, Pacey." She apologized. "But you don't. Know me, that is." She said, her voice pained. "So please, don't assume that you do. It just makes it worse."

He tightened his grip on the steering wheel and shifted the car into drive, pulling out of the parking space. He concentrated on the road as he drove, ignoring her beside him.

"Please Pacey, don't be mad."

"I'm not mad."

She sighed, "Then what are you?"

He stood quiet for a moment. "If you didn't want to come with me you could've told me," he said finally.

She frowned, "I want to spend time with you, Pacey." She admitted quietly. "I'm just not thrilled at being surrounded by the Capeside elite who have, and will continue, to look down on me for reason's I can't control. And for the record, I did try and tell you I didn't want to go."

"Well, now you don't have to worry about any of that, do you?"

"Why?" She looked over at him.

"I'm taking you home."

"You are mad."

"Well, maybe I am a little mad," he conceded bringing his hand to his forehead, "because my friend just chewed my head off for no apparent reason other than the fact that she's obviously missing a few screws. So forgive me, please, Potter."

"I said I was sorry. And you're right," she said bristling, "I probably do have I few screws loose. I have to, to have ever fallen for you."

He pulled the truck to a screeching halt. "Okay, what the hell is your problem?!"

"Pacey! You can't just stop in the middle of the road!" She twisted in her seat to see if there was anyone behind them.

"Yes, I can and yes, I just did. So start explaining yourself."

She crossed her arms over her chest. "There's nothing to explain, Pacey."

"It's a long walk home, Potter."

She unbuckled her seat belt and unlocked her door, "Bye Pacey."

He sighed. "Where do you think you're going?"

She opened the door and slid from the seat, her heels clattering on the cement. "Home."

He groaned and threw his hands in frustration against the steering wheel. He opened his door and slammed it shut, stalking after her. "Potter, come back here."

She stopped and turned around, but didn't move forward. "I already apologized twice, Pacey. What more do you want from me?"

"I want you to explain to me what your problem is."

"Well, I'm not going to." She turned and started walking away. They'd barely been together fifteen minutes before it blew up in her face.

He chuckled nervously raking his hand through his hair and continued after her. "Fine! Don't explain! Just get in the truck so I can take you home."

She sighed tiredly, "Fine." At this point all she wanted to do was crawl into bed and pretend this entire night hadn't happened.

"Great," he muttered walking back to the truck, his shoulders stiff.

She got into the truck silently, pulling her seat belt back on. She wrapped her arms protectively around herself and settled into her seat. "I'm sorry, Pacey."

He waved it off, buckling his seat belt and beginning to drive again. "Whatever."

"Look, I know you needed a date to this thing."

"Not that it matters now."

Her brow furrowed, "It does matter."

He glanced down at the clock on the dashboard. "Believe me, it doesn't."

She sighed, great, she'd made him late as well as ruining their friendship. "Will you get in trouble for showing up late?"

"I'm not planning to show up now."

"You should still go, Pacey. Even if you don't want to bring me."

"Why?" Pacey asked in confusion. "I don't like any of those people."

"You got dressed up. Your family is expecting you. You've got no reason not to go."

"I have every reason not to go."

"I can't force you," she mumbled staring out the window.

"You're right. For once you're absolutely right."

She rested her head against the cool window and let her eyes drift closed.

He drove in silence, his lips pressed together in a firm line. Where did she get off? What the hell was wrong with her? She just flipped on him for no reason. It pained him to know that after the last year they spent trying to build a friendship was just a waste. He had actually believed that he and Joey Potter could be friends-were friends-obviously he was just fooling himself.

They pulled up the Bed and Breakfast and he shifted into park. Joey glanced over at his stony visage and she frowned, tears brimming in her eyes as she opened the door. "I am sorry, Pacey. It wasn't your fault." She slid from the truck and closed the door behind her and ran up the porch stairs and into the house.

He stared after her a moment waiting for her to go inside. The minute the door closed, he shifted the car back into drive and pulled away, somehow unable to shake the feeling that in some weird way he was to blame.

Joey slid open the sliding glass door to Pacey and Gretchen's beach house the next morning. A white paper bag was clutched in her hand as she tentatively walked inside, her eyes searching the room for signs of life.

The light sounds of Pacey snoring drifted to her from the couch and she smiled lightly, figuring Gretchen had already disappeared for the day. She walked over to the coffee table and cleared a spot off the table of magazines and sat down across. His hair had been mussed in his sleep and there was a glimmer of drool at the corner of his mouth, both of which endeared him to her more. She sat and watched him sleep for a few moments before sliding out of her coat and opening the bag slowly, she waved it under his nose, "Pacey," she whispered, trying to coax him awake.

He groaned his eyes slowly opening and he winced at the amount of sunlight filtering in. He glanced at Joey through sleep bleary eyes. "This is a dream right? And the only reason you're here is because you're about to strip off your clothes and ravage me because there's no way in hell," he sat up and glanced at the clock on the VCR. "I'd be up before ten am on a Saturday."

"Dream another dream, cowboy." She said lightly, "I come bearing breakfast." She pulled the bag away from him and pulled out a coffee cake muffin, holding it out to him.

He sat up wiping the sleep from his eyes. "I guess free food does have it's appeal."

"It's a peace offering."

He raised an eyebrow. "So you've come to explain your little meltdown from last night?"

"I wouldn't go that far," She shifted her eyes away from him.

"So then what's this about?"

"It's an apology," She handed it to him.

He took the muffin from her and bit into it. �So you're not even going to tell me what's wrong?� he asked while still chewing.

She shook her head, "I know your super hero contract stipulates that you must help any and all damsels in distress," She paused, "but there are just some things you can't fix, Pace."

He offered her a slow, easy grin and chuckled in amusement. �My super hero contract?� he repeated in disbelief.

She shrugged a shoulder, "What else would you call your hero complex?"

�So that'd make you what?� He scratched the side of his forehead thoughtfully. �Lois Lane?�

Her mouth curved into a half smile, "No, I think someone else in your life has that role." She smiled, "Besides, you haven't quite reached Superman super hero status."

"I don't think I want to be a super hero, not a big fan of the tights."

She giggled at his response, "I dunno, you might look good in them."

�Besides, wouldn't want to give anyone a complex.� He smirked sitting back and adjusting the waistband to his boxers.

She rolled her eyes, "You already have a complex." She ran her eyes longingly over his body from under hooded eyes. "In fact, you have dozens of them, one more wont matter."

"From trying to make peace to insulting me, all in less than an hour. Impressive."

"Less then fifteen minutes, actually." She shrugged, "But who's counting? Besides, you know I didn't mean it."

�Right,� he said pushing the blankets away and standing up with a stretch. �More of that good-natured banter.�

She swallowed and looked away from him, trying not to let the sight of his half naked body affect her. "Yeah."

�So you have any plans or am I going to be graced with your less than charming presence the rest of the morning?� he asked as he walked to the kitchen in search of a beverage to wash the muffin down with.

"Um," she stood and started folding up his blankets to keep herself busy. "I don't really have...plans."

�You don't say,� Pacey responded dryly setting the container of juice he just drank from into the fridge.

"Don't act so surprised, Pig." She commented, watching him out of the corner of her eye.

�Oh, you know you love it, Potter.�

"Yeah, watching you drool all over yourself really turns me on, Pace." She spoke sarcastically, "I mean, wow, I can just barely hold myself back."

�I know.� He grinned sexily and winked at her.

Her heart skipped a beat and she groaned inwardly at his affect on her. She'd never seen anything more...desirable than Pacey was at that very moment. His hair was deliciously rumpled, catching the early morning light. The smooth muscles of his chest and stomach were beckoning her touch. And his smile...she forced her hands into her pockets and sat down on the end of the couch. Coming over here had not been a good idea.

He walked back over and grabbed the remote off the coffee table; he tossed it to her. �Entertain yourself with television. I�ll take a shower.�

"Yeah, sure." She nodded and watched him retreat. After a few moments of trying to force images of his naked body out of her mind, she gave in to her imagination. Her eyes drifted closed and she settled into the couch, combining what she knew of his chiseled body with what she'd learned during their two-week fling. Their tentative fumblings gave her a pretty good picture of what she'd yet to see.

She sighed, picturing the steam filled bathroom, the water streaming down the smooth planes of his body, caressing the skin she itched to touch. Her breath caught in her throat as she imagined him smiling at her, crooking his finger, beckoning her to join him under the steam.

She squirmed on the couch, as wave of desire coursed through her body and she wet her lips in preparation for the kiss she was about to receive in her mind. Her throat constricted painfully as she imagined her hands running over his shoulders, pulling his lips hungrily to hers. She shivered, as she imagined his strong arms circling her naked body, pulling her against his hard body. The image so strong in her mind, she could feel his touch, the warm water washing over both their bodies.

She let out a breathy moan as frustrating warmth pooled between her legs. She could feel his hands tangling in her hair, urging her closer as his tongue invaded her mouth hungrily. Gently, he pushed her against the wall his hands drifting over her body, touching her faintly and driving her mad with desire.

In her minds eye, he was watching her, his blue eyes bright with love and lust. She reached between them to run her hand over his length and she smiled distractedly at the look of desire she had put on his face.

"I want you," he whispered huskily, his voice warm and seductive, his tone sent the blood singing through her veins. He bent his head over her chest, his tongue snaking out, trailing over the soft mounds to its ultimate destination, her swollen nipple.

Unconsciously, she arched her back on the couch; such was the strength of her fantasy. She crossed and uncrossed her legs, the friction a pleasurable torture, spurring her daydream along.

She bit the curve of his shoulder, tasting him as he tormented her. She ground her pelvis into his hard length and he answered her silent plea, lifting his head and kissing her roughly. His strong hands drifted down her sides, and curved around her thighs. He hitched her up against the wall, poising himself at her entrance; he pulled his swollen mouth away from hers to stare into her eyes. "I love you," he said breathlessly, leaning his body into hers.

Joey bit her lip, her hands clenched tightly at her sides as she imagined him entering her tight passage, filling her.

�You okay there, Potter?� Pacey questioned with a raise of his eyebrow, breaking into her daydream.

Her eyes flew open and she blushed, unable to believe he'd just caught her having dirty thoughts about him. She opened her mouth a few times, "I-uh," gaping at him, her eyes involuntarily followed the droplets of water that ran down his bare chest and stomach, slowly disappearing into the material of his towel. "Y-yeah," she said shakily, rubbing the back of her neck.

He eyed her strangely but didn't push it for fear she'd bite his head off again if he did. �Ye-ah. O-kay.� He turned away and headed into the bedroom to change.

"Ughhhhhh!" She groaned and buried her face in her hands. "Way to be obvious, Potter." She mumbled to herself, trying to force her blood to stop pounding and her nipples to stop poking through her bra.

�I take it there wasn't anything interesting on.� Pacey commented as he sat down on the sofa after having changed into a pair of sweats and a T-shirt.

"No," she shook her head, shifting again on the couch. "Not really."

He reached over for the remote and flipped the television on. �Cartoon Network it is.� He leered at her. �Or I can always put it on MTV for you.�

She smirked at him, "You wish. Cartoon Network it is." After a few moments of Dexter's Laboratory, she began to reconsider. Maybe a little MTV wouldn't be so bad...and, if by some slim chance, there was some danceable music she could teach him, and that might lead to...She winced inwardly, trying to shy away from such thoughts. Jen's boyfriend. He was Jen's boyfriend. He loved her. He had sex with her.

That was enough to calm her down.

Pacey fought back a yawn and tried to keep his eyes open as he watched the television. �Remind me again why I'm up this early.� He turned his head and looked at her expectantly.

"Because you desperately wanted me to apologize. Remember?" She suggested.

He nodded turning back to the TV, his arms folded across his chest. "Still not going to tell me what's wrong?"

"Nuh-uh."

"That's what I thought."