Joey's lips were curved in a worrisome frown as she worked her way through the cafeteria in the last ten minutes of the lunch period. En route to her usual table, she paused for a moment to see if Pacey was there with Andie, Jack, and Dawson.

He was.

And Ash wasn't with him. That, at least, brought a faint smile to her lips as she approached them.

"That was the fifth hardest thing I think I've ever had to do," she announced in a quiet voice, pulling out the chair next to Pacey and sliding into it. Andie glanced up from her tray missing the smile Pacey gave Joey.

"What was?" Her eyes softened as they landed on Pacey before she met Andie's gaze. "I, uh, brokeupwithKyle." Her green eyes widened expressively.

"Wow, why?"

Joey's eyes flickered to Pacey once, "It just wasn't working out," she answered vaguely.

"Oh, but I thought he was coming over last night for dinner?" Andie inquired.

"He did."

"And?"

She shifted uncomfortably, "Why so many questions, Andie?"

She shrugged. "Just curious."

"We didn't fight or anything, if that's what you're wondering." She added.

"It just seems...out of the blue," Jack said, pushing away his empty tray as he tried to explain Andie's curiosity.

Andie nodded in agreement with her brother eyeing Joey suspiciously. "Really out of the blue."

She shifted uncomfortably again, "It's not like we've been dating that long..."

"Ignore her. Andie's just trying to make everyone as disgustingly happy as she is with Dawson," Pacey commented reaching for Joey's hand under the table. He gave it a reassuring squeeze. She returned the gesture without meeting his eyes, knowing if she did her friends would immediately know the reason she had ended things with Kyle.

"So," she braced her elbow on the table and held her cheek with her free hand. "What's going on?"

Pacey rubbed small circles along the inside of Joey's palm as Andie launched into her weekend plans with Dawson. She tilted her head to the side, watching Pacey through her peripheral vision. The things he was able to make her feel with just a simple touch. He lightly traced the inside of her wrist with his thumb as he pretended to listen intently to what Andie was babbling on about.

A faint sigh fell from her lips and she decided she never wanted him to stop touching her. No matter how innocent the contact was. She started suddenly when she realized Dawson had asked her a question. "Huh?"

"I asked if you were okay, you were looking a little spacey." Andie politely nudged Dawson under the table.

"Maybe she's still upset about Kyle."

"Yeah, maybe..." Joey echoed.

Andie glanced at Joey sympathetically. "We can talk about it if you want."

Joey shook her head, "No, I'm fine Andie. I wouldn't have dumped him if I didn't want to, right?"

She shrugged. "I guess..."

"Hey, Pace..." Jack leaned closer to Pacey while the girls talked, noticing the other boy's preoccupation with Joey. "You've been strangely quiet all lunch."

He cleared his throat and shrugged. "Not much to say."

"Since when?" He arched a dark eyebrow at his friend.

"Why bore you?"

"Never bothered you before," he reminded the other boy.

"Well, I guess now I'm just more considerate," Pacey responded quickly.

"Uh huh..." He tilted his head thoughtfully, "You know, I never took you for a liar, Pace."

He raised an eyebrow. "Me? Lie? Why would I lie?"

"Least you could do is remind me that it's not my business." He smiled, "I'm not stupid..." he glanced at Andie and Dawson. "Unlike some of our other friends."

"Jack, it's none of your business."

He nodded knowingly, "Thank you."

"Welcome."

"You work fast, don't ya?" He commented, continuing to keep his voice low.

"Correct me if I'm wrong, but isn't it still none of your business?"

"Well, you're no fun." He replied teasingly. He voice grew a little more serious. "Just...be careful. For both your sakes. Getting a third chance is even more rare than a second."

"I'll keep that in mind."

"You'll keep what in mind?" Joey asked, now that Andie and Dawson were back in their own little world again. "Something important." She quirked an eyebrow at him, a confused smile painting her features.

"So how long before you're ready to ditch everyone?"

She glanced down at her wristwatch, "Now good for you?"

"Of course." She dropped his hand, and stood up unceremoniously. "I'm going to drop by my locker before lunch ends. I'll catch you guys later."

"I should go too," Pacey said standing up. "Guidance counselor meeting."

"Okay, bye guys," Andie waved her goodbye.

"Call me later, Pace." Dawson added. "Do me a favor, Pacey."

Jack smiled, "Tell the guidance councilor not to be so obvious."

"I'll be sure to pass the message along." Dawson and Andie looked sufficiently confused as they watched Pacey and Joey disappear. "What was that about?"

Jack shook his head and waved them off with an amused smile, "Nothing."

Pacey pulled Joey into a deserted classroom, cupping her face in his hands before lowering his mouth to hers in a firm kiss. "Jack's on to us," he murmured.

"Hmmm? Jack who?" She curved her hand around the nape of his neck, pulling his lips insistently back to hers.

"Exactly," he breathed.

She could feel her heart thumping against her ribs as she slid an arm around his waist, curving it around his back. Opening her mouth willingly beneath his, she sighed as his tongue brushed over hers.

He grinned as he pulled away and began to kiss her neck. "Do you know you smell absolutely delicious today?"

She giggled faintly, "No, I didn't."

"Hmm...Well, you do." His breath was warm against her skin and he sucked lightly on her neck. "Taste even better."

Her hands gripped his shoulders, his lips were wrecking havoc on her train of thought. "Pace...have...did you..." she moaned softly as his tongue swept over her skin.

He chuckled huskily. "English, Potter."

"Ash." She managed, pulling away so she could see clearly into his face. This was important to her. "Have you...?"

He nodded brushing his thumb over her lips. "This morning."

She smiled slowly, her eyes shining happily, "Really? You're all mine now?" He smirked.

"Kinky, Jo."

She hit his shoulder, "You know what I mean."

"No, I told her you guys could talk and work something out for the weekend." She fixed him with a cold glare, "Do you know anything at all about women?"

"Before you eviscerate me," he kissed her lips. "It was a joke. A very bad one that I am seriously regretting right about now." He brushed his lips lightly across the tip of her nose. "I'm all yours Potter, if you'll have me."

Her anger was no match for those eyes, "I'll have you. After all this, you really think I'd be willing to let you go?"

He smiled. "I'm not worthy."

She kissed him softly, "I happen to think you are."

He grinned. "So how much time do we have left to make out before you have to get to class?"

She glanced over her shoulder to the clock, "About three minutes," she grinned at him, wrapping her arms around his neck.

He brought his lips back to hers. "Let's make the most of it then."

Joey peeked out the window a week later, searching the dark for Pacey's car. He was supposed to come over that night, right after he told Dawson that they were back together. The longer Pacey was gone, the more worried she became. He'd insisted on telling Dawson himself again, and this time, Joey let him. There was no reason for her to panic, Dawson was with Andie now, he wouldn't freak out, right?

She let the curtain fall back over the window with a sigh. Visions of Pacey coming to the door with a split lip and a black eye ran through her mind. On the other hand, she was doubtful Dawson could do that much damage. She walked around the house, her footsteps echoing down the hallway. For once, the Potter Bed and Breakfast was eerily empty. No guests, no Bessie, no Bodie and no Alexander.

And no Pacey.

She frowned, checking her reflection in the mirror of the bathroom. Dawson wouldn't have thrown him in the creek, would he? She giggled, now she was just overreacting.

"Potter? You here?" Pacey called as he let himself inside.

"Yeah," she smiled, and quickly exited the bathroom to meet him in the living room. "You still in one piece?"

"I think so." He held his arms out. "But you can always feel free to come over here and check."

She gave him a tight hug, pulling away to run her hands over his body, "Well, you look the same," she teased, disappointment coloring her words.

He raised an eyebrow. "And there's a problem with that?"

"I was hoping there'd be some need for plastic surgery," she tilted her head, touching his nose lightly.

The corner of his mouth turned up in a wry smile. "Do you know how good are you are for a guy's ego?"

"I haven't the faintest," she replied with a smile, brushing her lips over his.

"Tease," he whispered pressing his mouth more firmly against hers.

"Hmmm," she parted her lips under his, letting the feel of him overtake her.

"So where are Bessie and Bodie?" Pacey asked pulling away after a moment.

"At some hotel management seminar," she answered, her fingers toying with the hairs at the nape of his neck. "For the rest of the weekend."

"So you're here all by your lonesome?"

"Uh huh," she tilted her head to the side as she watched her boyfriend. "And you know how much I hate being anti-social." He tucked a strand of brown hair behind her ear.

"I guess as the new-age, sensitive boyfriend type I'm going to have to do something about that."

"I'd certainly hope you would. Why else would I invite you over here?"

He grinned. "So where should I start?"

She kissed the corner of his mouth before pulling away, "How about with Dawson's reaction?"

"A hurried congratulations and I was on my way. Andie was supposed to be coming over. Then I told him we were going to run away and elope, he said to send him a postcard."

She laughed, walking over to the couch. "That sounds nothing like Dawson. Andie's been good for him." She patted the spot beside her.

He smiled as he sat down. "So enough talking about Dawson because I'm sure as hell he ain't talking about us right about now."

She smiled as she leaned into his side, her face tilted up to his. "And you have something else in mind to occupy our mouths, I suppose?"

"It'd be a heck of a lot more fun than talking about Dawson," he answered lowering his mouth to hers.

She sighed, her lips parting easily under his. Part of her couldn't quite believe that they were together. The other part of her simply wanted to lose herself inside of him and stay there forever.

"So," he whispered pulling away after awhile. "What are your plans for tonight?"

"I haven't really made any," she murmured, burying her face in his neck and dropping a light kiss there before resting her head on his shoulder.

He lightly kissed the top of her head. "Do you think that I can interest you in dinner?"

"Are you cooking it?"

"Is there a problem with my cooking?"

"No comment." She kissed his cheek lightly.

"Fine, you can just order pizza for all I care." She sat up and slid one knee between his so she faced him, her hands braced on the couch on either side of his head. "Truthfully, I'm not all that hungry."

He swallowed. "You're not?"

"Nuh uh," she murmured, wondering what the hell she was doing straddling her boyfriend's leg.

He brushed his hand against the curve of her cheek. "Want to watch tv then?"

She smiled weakly, her face flushing a hot red as she moved away from him and sat back on her side of the couch. "Yeah, sure."

He grabbed the remote off the coffee table and flipped the television on before setting the remote back down. "C'mere Potter." He wrapped an arm around her waist and tugged her onto his lap. She settled into his embrace, her head nestled into the crook of his shoulder. Her eyes fixed on the television in front of them as Pacey flipped through the channels, one of his arms wrapped securely around her waist.

"I just made a fool of myself, didn't I?" she whispered.

His thumb grazed her stomach. "No."

"You already told me that I wasn't..." she shook her head, "I don't know what I was thinking."

He looked at her curiously. "What are you talking about?"

"Nothing, Pacey. Forget I said anything."

He rested his chin on her shoulder. "So what are we watching?"

"I don't really care," she replied.

He sighed grabbing her hand and raising it to his lips. His voice was a husky murmur. "Potter, you are the most incredible," he brushed his lips against her thumb and every finger that followed, "infuriating, intelligent, breathtaking, and just damn beautiful woman I know." He kissed the inside of her palm. "Don't ever believe otherwise."

"Then what's the problem, Pace?" She asked, biting her lower lip. "What did I do wrong?"

"You didn't do anything wrong."

"Yes, I did. You said it yourself, I wasn't a good lay!" She averted her face from his eyes and swallowed thickly. "You said I wasn't good at sex. Obviously, I did something incredibly wrong for you not to want me again even when we're dating."

"Is that what this is about?" He looked at her incredulously. "You think that I don't want you?" He gently cupped her face in his hands and forced her to look at him. "I want you, Potter. You're sexy, and you're desirable..." He chuckled. "And believe me it takes a lot of work to keep my hormones in check when I'm around you."

"Then why are you?" She asked simply, her eyes sad.

"Because as desirable as you are, Potter. I don't want it to be just about sex."

"It wont be," she protested. "I love you, and you--you love me, right?"

"Right."

"Then it isn't just sex, Pace." She caressed his cheek, with the pad of her thumb. "I want it to be real this time. I want you to make love to me," she said softly.

He stared at her for a moment, his blue eyes unreadable and brushed his thumb over her lips before gently kissing her.

"Love you," she breathed against his lips. "Please, love me," she whispered almost inaudibly.

Pleasure flowered deep in her heart as his arms tightened around her. He grazed his lips against the smooth skin of her mouth. Then ran his tongue along the contours, tenderly nipping at her lower lip before pulling it into his mouth and lightly sucking it.

She giggled faintly, pulling her lips away from his, her eyes twinkling darkly. "Is that a yes?"

He skimmed his hands over her arms just wanting to touch her. "Yes."

She smirked, leaning into kiss him, "I can't believe I had to ask you for sex."

He smiled closing the distance between them. "Not that big a deal."

Already Joey could feel the hammering of her heart against her chest and the fluid weakness seep through her bones. "Let's--let's go to my room."

"Are you sure?"

She swallowed the lump in her throat and stared at him. His blue eyes burned with fierce emotion, somewhat tempered by his long lashes. His lips, she brushed the tip of her finger over the bottom one, were moist and parted just enough to let his ragged breath pass. For a moment, she let her heart open up and feel the magnitude of her love for him, and it made her eyes water. She blinked rapidly, trying not to let them fall, "I've never been more sure of anything."

He smiled and kissed the tears from her eyelashes, seeing the love in her eyes that reflected his own. "Okay."

She slid from his lap, and held out her hand for him to take. He clasped it in his and gave it a soft squeeze as he climbed to his feet. She softly flicked the light off in the living room as they passed, she did the same in the kitchen and the hallway. The house falling into darkness behind them. Nervous anticipation uncoiled tremulously in her stomach as they got closer to her room.

Pushing open the door, she turned the light on, glancing back once to see Pacey close behind her, his face a mask of seriousness hiding his thoughts. She let her eyes fall to the floor, as much as she wanted this, she was scared to death she wouldn't be enough for him. After Tamara and Andie and Jen....how would she compare?

Pacey stood silently in the middle of the room, his eyes fixed on her bed. Images of their first time together flooded his mind. The feel of her skin under his fingertips, her eyes dark with desire and love, her legs parting so willingly for him, her soft guttural moans...everything about that night came back to him. And the words he'd said to her out on the dock rocketed through his mind, Want me to make you wet, Jo? Do you want to come? He shuddered, Joey deserved so much better than what he'd given her.

More than anything, he remembered being inside her, and staring into her face as she gave him the most sacred part of her. And then, with tears in her eyes, she'd mouthed 'I love you' and given him her heart in addition to her body. He let his eyes drift to her now, she was nervously lighting a few of her candles, her hands shaking. After everything he'd done, how could she still love him?

"I don't deserve you," he said numbly. Her back stiffened, blowing out the match before it threatened to burn her fingertips. "You deserve so much better."

"Oh yeah, then what do I deserve?" She wondered, turning to face him, her face reflected something like dread, and a little bit of anger.

"Everything. Something better than what I gave you," he gestured to the bed, a grimace on his face.

She shook her head, "You are everything to me."

"I don't deserve to be."

"Maybe not," she agreed with him, knowing that was the only way to get him to shut up about it. "But you are." She paused, biting her lip, "Please don't take that from me."

"After what I did to you--"

"Don't!" her eyes flashed, "What happened here was every bit as much my fault as yours. Mine probably more so. You were drunk, I wasn't."

"It was horrible for you," he said thickly.

She smiled softly, "It wasn't so bad."

"I hurt you."

"It's supposed to hurt the first time," she reminded him.

"It wouldn't have if I'd been careful."

She gave a frustrated sigh, "If it bothers you so much, make it up to me!" She crossed her arms over her chest in a huff. He was supposed to be making love to her, not ruining it by talking about the last time.

He didn't move for a moment, and then he nodded slowly, "I will. For the rest of my life if I have to."

That made her chuckle, "Can we just start with tonight, please?"

He was forced to smile, "Yeah, we can."

The corner of her mouth lifted up and she tentativly approached him. "I never regretted it, Pacey. I can't ever regret that I made love to you."

He smiled weakly, "Please don't regret that you let me." He moved away from her to switch off the overhead light, casting the room into warm shadows as the flames from her candles flickered around the room. "It's hard," he admitted, turning back to her. "I wanted our first time to be something better." He caught a wave of her hair and curled it around his finger.

She let her hands rest on his hips, smiling softly up at him. "You can't change the past, Pacey. We can only move forward."

The End