�Why doesn�t the damn bell hurry up and ring?� Pacey muttered glancing up at the clock at the front of the room of his AP Biology class.

"Because, as much as you'd like to think you can control time, you can't Pace." Joey replied not looking up from her dissection. The tiny red heart of the pig was held in one gloved hand and the other held the smallest knife they had, trying to slit open one of the arteries. "We still have twenty minutes. What are you so anxious for anyway?"

"I have plans with Jen," he said writing on his paper as the teacher passed by so it actually looked like he was doing some work.

"Ahh, yes. The girlfriend." She replied. "Well, I have news for ya, even if you got out right now, she'd still be in class, so you might as well help me out here."

"But you're doing such a good job without my help. Why ruin that?"

"Pacey." She gave him a warning look and held out what was left of Miss Piggy for him to take.

"Fine," he said reluctantly taking it from her hand. "So what do I have to do?"

She gave him a tired look, "Were you paying attention at all?"

He nodded his head. "No."

"Try to cut open that artery," she pointed at the cut she was trying to make. "Just be sure not to go all the way through."

"I tell you," he said following her instructions. "Where's the usefulness in this?"

"The pig's heart is nearly identical to the human heart." She told him, "You can see what's inside your own heart."

"For what? In case of an emergency?"

"Pacey, the point of this class is to expose us to the medical field, whereupon, if we decide it's of interest, we go on to study it in college."

"Well, what if I already decided that I don't want to be a doctor. Wouldn't this all just be pointless?"

"Well, then, there's the added incentive of actually passing the class so you can graduate with the rest of us." She poked him in the side, "Now cut."

"Details." He made the cut as per her instructions.

"So..." Joey began, watching him carefully. "How are things with Jen?" she asked trying to keep her voice casual.

"Fine."

"That's good to hear," she used her index fingers to hold open the cut Pacey made. After looking inside at the coloration, she wrote on her paper. "Two months of dating bliss, I take it."

"That would be correct," he said writing down his own notes. "I'm taking her out tonight."

"Yeah, I kinda gathered that by the furtive glances at the clock every other second."

"Yeah, but I was kind of hoping to surprise her."

"With what? Don't you guys go out every weekend?"

"But tonight's our anniversary. I can't just take her to the movies and call it a date."

"Oh." Her eyes fluttered down.

He nodded. "Right, so I'm thinking moonlight picnic at our spot with take out from her favorite restaurant. Think she'd like it?"

Joey blinked, "You guys have a spot?"

"No, of course not. I just said that to sound cool."

She bit her lip and looked down at her hands as she fiddled with her pencil. "I'm sure she'll love it. What girl wouldn't?"

"Let's hope you're right."

'I'm such a glutton for punishment', she thought before speaking again, "Do you love her?"

He looked thoughtful for a moment and then nodded. �Yeah, I think I do.�

Just when she thought it couldn't hurt any worse, he had to say it with such open honesty. She fumbled for something to say, "I-I, um, I'm happy for you, Pace." She smiled at him, even as her heart pounded the ache relentlessly throughout her body.

He returned her smile genuinely. �Thanks.�

She cleared her throat, feeling sick to her stomach, "Does she know?"

�Well, I haven�t actually told her.�

"Hmm."

�I mean, I�m still getting used to the idea.�

"Not used to being in love?" she bit her tongue, unable to stop the words before they tumbled out.

�With Jen.�

She smiled softly, looking down at her almost completed paper. "Are you going to?"

�Tell her?� He raised an eyebrow. �Eventually when the time is right.�

"If it matters any, I think you'll get the response you're hoping for." She said softly.

Jen sighed and smiled to herself, smelling his cologne in the air. She settled back into her seat of the Witter-mobile. They'd already been driving for ten minutes. "So, Pace, hon. Where are you taking me?" She asked, staring into the blackness of the blindfold he'd put on her earlier.

"Hey, do you think if I wanted you to know I would have blindfolded you?"

"Baby, you're not the brightest crayon in the box. I wouldn't put it past you." She teased, reaching to her side to find his hand.

He smiled grabbing her hand and brought it to his mouth quickly brushing his lips over her knuckles. "Funny."

She smiled, "I thought so."

"You would," he said eyeing her through his peripheral vision.

"You must forgive me Pace, if I lack your certain brand of rather vulgar humor." She teased.

�Hey, you know I can always drop you off right here and you can walk the rest of the way.�

"No you wont." She replied easily. "You like me too much."

"You'd be surprised."

"Naw..." She smiled, "I have it on pretty good authority that you're crazy about me." She squeezed his hand lightly.

"Oh, you do, huh?" He grinned wryly as he pulled the car to a stop.

"Yeah, I do. Are we here?"

"No, this just looked like a good place to stop," he said dryly as he undid his seatbelt.

"You are just full of sarcasm today," she undid her own seatbelt and opened her door. She stumbled meeting the uneven earth, having expected smooth cement.

He smiled as he shut his door and walked around to her side. �C�mon give me your hand so I can help you.�

"Now I'm worried," she held out her hand blindly.

He laughed as she fumbled around. �Or better yet...� He came up behind her and swooped her up in his arms. �I think I�ll just carry you. It�ll be safer for all parties involved.�

She giggled and wrapped her arms securely around his neck. "And a hell of a lot more romantic." She grinned, "Would it be entirely to corny for me to say something about being swept off my feet?"

He smiled and shifted her in his arms. "Yes, but I promise not to saying anything if you won't."

She smiled again; she couldn't seem to wipe the happiness from her face. "Hey, Pace?"

"What?"

"Why are we in the woods when it's nearly December?"

"Well, we certainly don't have to worry about anyone finding us now, do we? Besides, there's a certain charm to it."

"It's De-cem-ber."

"Don't worry, Lindley. I'll keep you warm."

"I know you think highly of yourself, Babe, but I don't think you're a match for the post-thanksgiving cold spell."

"You know I can just turn around and take you right home," Pacey began.

"No, don't do that." She shook her head and tightened her hold on him. "I wanna see what you cooked up. Of course, I can't really do that with the blindfold and all..."

"Imagine it."

She smacked him lightly in the back of the head, then kissed him lightly on the chin. "You know... I am capable of walking on my own, I'm exactly what one would call a featherweight."

"We're almost there so shut up before I drop you," he teased.

"You just like showing off those muscles of yours."

"They are quite manly aren't they?" He mocked. "Okay, we're here." He set her down carefully. She waited patiently for him to remove the blindfold. �Now close your eyes,� he said as he removed the blindfold. �Now open them.� He looked at her expectantly.

"Pacey, you didn't..." she breathed. The small clearing was strung with tiki lights; in the center was a plaid blanket with a picnic basket, complete with bottle of champagne and long stem wine glasses. Candles were spread throughout the area, waiting to be lit.

"Must've been that blasted picnic fairy again."

She laughed and threw her arms around his neck, hugging him tightly. "What did I do to deserve you?" She mumbled against his neck.

"Quite frankly, I don't know because you don't," Pacey joked.

"You must be karma for everything I went through with Henry," she whispered staring adoringly into his eyes.

He coughed and cleared his throat. "C'mon let's eat. I'm sure the food frozen by now."

"I'll hardly notice," she replied walking with him to the blanket. "Okay," Pacey said as he sat down. "There's lots of food here so I hope you're hungry."

"Hungry, yeah." She reclined across the blanket, bundled up in her thick winter coat. She watched him pull out all her favorite foods from Ches Nous. "God, Pace, you went all out here."

"Too much?" he questioned as he set the food down in front of her.

"No," She shook her head. "But, truthfully, Pace. I would have been happy just having you for company. I don't need, nor deserve, all of this."

"Enough with the self deprecation. Just be thankful."

"I am." She smiled, "And believe me, you're going to get the �thank you� you deserve when we're somewhere a little warmer."

�That smile on your face is thank you enough,� he said as he served her a glass of cider.

"That was corny." She tilted her head at him, taking the glass from him.

"It could be worse. I could be reciting poetry from memory."

She took a sip of her cider and relished the tickle of the bubbles in her nose. "What has you in such a mushy mood tonight, Pacey?"

�Mushy? What�s wrong with a guy wanting to spend some quality time with his girl?�

"Nothing." She shook her head and scooted closer to him. "I'm just wondering when you went soft."

�Went soft?� He raised an eyebrow. �Should I be insulted?�

"You're too defensive," she replied and fed him a grape.

"You're a pain in the butt."

"But it's a nice butt, no?" She teased, tossing another grape in his mouth before he could reply.

He smiled and wrapped an arm around her, tugging her to him. "Yes, it is."

"See, what'd I tell ya? Mushy."

"Fine," he relented wrapping his arms around her and burying his face in her soft, blonde hair. "I'm mushy."

She smiled, "As long as I'm the one responsible for it, I don't mind," she tenderly ran her fingers through his shortly cropped hair.

He grinned nuzzling her neck. �You smell good.�

"Thank you." She replied cheekily. "Didn't you say something about food?" she asked eyeing the meal they'd laid out, as it got cold.

�Food? Did I say food?� Pacey murmured huskily as he kissed her neck.

"Yeah, Hon. Ya did." She sighed, his warm breath tickling her skin. "I'd hate for all the trouble you went through to be for naught."

He smiled and pulled away. �Well, if you must eat.�

"Hey, I didn't tell you to move." She pulled him back and cuddled up to him before reaching for the dish of seasoned rice.

The corner of his mouth turned up slightly as he watched her. God, she was beautiful. �I got your favorite.�

She smiled softly at him and kissed the corner of his mouth, "Again, I'm forced to ask what I did to deserve you."

He smiled. �You�re beginning to sound like a broken record here.�

"What can I say? You inspire me." She teased before digging into his carefully orchestrated meal.

Jen curled up against Pacey's side, her head resting against his chest as they watched the stars twinkle above in the sky. Her hands were buried inside his coat, as the November chill was taking over. Pacey had thought ahead and brought an extra blanket to lay over them after the remains of their dinner was cleaned up.

She sighed and looked at him, the dim light of the candles and stars played over his features, giving him a warm glow. She could make out the reflection of stars in his dark eyes, making him even more gorgeous than before. She gave him squeeze before looking back up at the sky. "Thanks, Pacey."

�No problem.� He idly ran his fingers through the soft strands of her silky blonde hair.

"No, really." She sat up on her elbow and looked down into his face. "You created the perfect evening." She shook her head slowly from side to side, "And let me tell you, a picnic in November is hard to make perfect."

He smiled and reached a hand out to touch her face, lightly caressing her cheek. �You�re perfect.�

She blushed slightly and looked down. "Didn't you mention something about keeping me warm when we first got here?" She tried to divert the subject from herself.

He smiled wryly and pulled her to him. �Well, I am a man of my word.�

"Pacey?" She questioned, settling into his arms.

"Hmm?" he glanced down at her.

"When are we gonna sleep together?"

�You know, I didn�t do this expecting anything in return,� he fumbled around for the right thing to say. �I mean, I�d like for us to sleep together but we don�t have to.�

She gave him an amused smile. "I know that, Pace. I want to." She chuckled. "I thought maybe you were holding out on me or something."

�Believe me, I�m the last person to be turning down sex,� he began jokingly �But we have a great thing going here, Lindley, and I�d hate to ruin because we rushed it. I care about you too much for that.�

She kissed him impulsively and then pulled away. "I don't see how sex could do anything but strengthen our relationship, Pacey."

He grinned. �Then by all means, next available room��

"Doesn't take much to please you, does it?"

�Nope. I�m a simple man with simple needs.�

"Well, put it that way, maybe I'm not quite so interested."

He smiled and pulled her down on top of him. �You�re a tease.�

"I know. It turns you on, doesn�t it?" She teased.

He affectionately kissed the tip of her nose. "Don't you know it?"

She caught his lips with hers; gently prying them open to give her access to his mouth. He kissed her back quickly and pulled away to gaze at her. Her cheeks were red from the cold and her hazel eyes were light with merriment. She looked beautiful in the dim light and he brought a hand to her face gently tracing the outline to her jaw. �I-� his voice cracked slightly and he winced losing his resolve. �I think it�s getting colder. Maybe we should go.�

"Oh, I dunno," she lightly tossed her hair to the side and bent down to whisper huskily in his ear, "I thought it was just warming up."

"Maybe it'd be better if we finished this in a more climate controlled environment."

"Yeah, sure." She replied, kissing him deeply before standing up.

Joey tried her best to shush Alex as she headed for the door. He was teething again and in a particularly cranky mood. She felt sorry for the baby, but he was grating on her nerves, he wouldn't let her put him down for more than a few minutes, and even held, he was still whimpering, every once in a while letting out a sob for good measure.

She reached for the door handled tiredly and pulled it open, "This better be good." She ground through gritted teeth before even looking at the intruder.

�I chickened out,� Pacey said quickly. �I couldn�t tell her.�

She took a surprised step backwards to find Pacey on her doorstep. He took that as invitation to come in. "Tell who what?" She asked, running her hands tiredly through her hair. She made a cooing sound at Alex who'd started squirming in her arms, trying to reach Pacey.

"I couldn't tell Jen," Pacey said as if it were obvious as he grabbed Alex from Joey's arm and began rocking him. "I had the perfect opportunity and everything and I chickened out."

"What do you mean you couldn't tell her?" She persisted, patting Alex on the back gently and turned away from both boys. She headed to the kitchen under the pretense of fixing him a bottle; she just couldn't have this conversation with Pacey looking him in the face. "What did you say?"

"Nothing. That's the point I said nothing," Pacey hissed as he rubbed Alex's back soothingly.

"Did you try? Or did you just sit there looking pretty?" She questioned, unable to keep the hiss out of her voice.

"Of course I tried," Pacey retorted sharply, by now Alex had grown weary and sucked on his thumb as he rested his head on Pacey's shoulder, his small eyes fought to stay awake.

"So then what happened?" She asked, her voice softer, watching him hold Alex so tenderly. "You were there, she was there, and it was the perfect moment. What was stopping you?"

"That's the problem. I don't know."

She inhaled a slow breath and handed him the warmed bottle of milk. "There's got to be a reason, Pace."

�Yeah, the problem is I chickened out," Pacey said gently pulling Alexander�s thumb out of his move and replacing it with the bottle. Alex sucked on it quietly, his eyes closed as Pacey held the bottle for him.

"What made you chicken out? What were you scared of?" She asked, trying to help him figure out what was wrong as soon as possible so he would just leave. This was almost worse than being forced to watch them hang all over each other at lunch. Almost.

�I don�t know. You think if I knew that I would even be here having this conversation with you.�

"I don't know why you're here having this conversation with me as it is." She replied, closing her eyes against the image of Pacey and Alex together.

�Because you�re supposed to tell me what I did wrong. That�s what you do,� he said handing her the bottle and patting Alex on the back. The baby let out a small burp before settling back down.

"I tell you what you did wrong?"

�Yes, that�s what you do.�

She blinked a few times, "So that's our friendship? I tell you everything you're doing wrong?"

He looked at her curiously. �Isn�t it?�

She sighed, "Yeah. Sure." She shrugged and started to needlessly pull out dishes from the cupboards so she wouldn't have to look at him. "I can't really help you Pacey until you give me a little more information."

He began pacing the room as he rocked Alex. �Fine, I had the picnic set up as planned and everything was going well,� he paused, �She looked so beautiful and I wanted to tell her, it was on the tip of my tongue but instead I made up some lame excuse about it being cold.�

"So what, you took her home and that was it?" Joey asked.

He winced visibly. �Not exactly.�

She arched an eyebrow to herself. "So you tried again?"

�Well, no, not exactly.� He shifted Alex to his other shoulder uncomfortably. �You know what? Forget it coming here was a bad idea.�

�Why?" She whirled around, her hair hitting her in the face. "We're friends Pacey, right? You can come to me with this stuff, you know."

�Okay, fine. You sure you�re going to be okay hearing this?� He raised an eyebrow eyeing her curiously.

"Why wouldn't I be?" She scoffed, turning back to the dishes.

He sighed reluctantly as he shifted Alex again. �Okay fine, I slept with her tonight and I still couldn�t tell her.�

The glass Joey was holding slid from her fingers, clattering onto the counter. She fumbled for it, swallowing thickly; she tried to digest what he'd said. She opened her mouth to speak, but no sound came out.

�See? Right? Bad idea? Another glaringly obvious mistake by yours truly.� He sighed and rubbed Alex�s back as he paced the room. �It�s not that I regret it because I don�t, but I should have at least been able to tell her.�

She swallowed again, trying to work past the cottonmouth. "Yeah Pace," she blinked a few more times, trying to hold back the tears. He'd been with her tonight. Touched her just hours ago. Been inside her. "You should have." Her voice was emotionless as she could possibly get it.

�I know,� he said disappointedly. �I should have.�

She frowned, hearing the disappointment in himself in his voice. She took a deep breath, "You know, Pace." She swallowed, summoning courage within herself to do the right thing, to make him happy. "This isn't unfixable."

�It�s not?� he questioned disbelievingly.

"Pacey, you just haven't told her that you...love her." She turned around to face him, praying to any God that would listen that her emotions weren't visible on her face. "It's not like you used her for sex or something. Just tell her."

�And she won�t think I�m just saying that because she slept with me?� Pacey asked skeptically.

She frowned, "Pacey, would you ever do something like that? To any girl?"

�No.�

"I know that, and Jen knows that." She continued. "Nothing is going to convince her you'd say it unless it was how you truly felt."

"You think so?"

"I know so." She shrugged, not quite meeting his eyes. "Just tell her."

"How do you know?"

"Because Pacey, she's known you for years. As much of a horn dog as you are, she knows you wouldn't have slept with her if she didn't mean something to you."

He smiled faintly. "Thanks Potter."

She returned his smile uneasily, not meeting his eyes. "Occasionally I'm good for more than pointing out your faults."

�Yeah, sometimes you�re actually good at fixing them.� He eyed her strangely noticing for the first time that she looked a little off. �You okay?�

"Me?" She turned away from him and started putting away the dishes that she'd just taken out. "Yeah. I'm fine."

�You sure?�

"Yeah. Couldn't be better." She lied. 'Yeah, the man I'm in love with just slept with my best friend, I'm peachy,' she thought dryly, gulping at the unbidden images that just now were starting to surface in her mind.

He nodded taking her word for it and shifted a still sleeping Alex in his arms again. �Okay, so how should I tell Jen?�

"What do you mean how? You just tell her." She replied, looking over her shoulder. He gave her a pleading look. She sighed and turned around, leaning against the counter.

"Pacey, you just...tell her." She began softly, "You take her face in your hands and you look her in her eyes. And your eyes will say it all even before you give voice to the words. You wait until the entire world fades away and it's just the two of you. At that moment you'll feel it. All the right words are just going to come to mind. Everything you felt, you can finally express in the way they deserve to hear and it's all there, right at the tip of your tongue. And it'd be so easy." She felt the burn of tears in her eyes. "It'd be so easy to just let it all out," she finished, her voice slightly strained.

He looked at her in awe. �You make it sound so simple.�

She shook her head, coming out her short fantasy where she was the one confessing it all. "It's not." She replied, avoiding his eyes again. "But you've got to tell her. Before it's too late. Because...you just...you don�t want to be left wondering what if. And you never know when it's going to be too late."

�Yeah, you�re right.� He glanced down at Alex who was still asleep in his arms and handed him to Joey. �I should go. It�s late.�

She nodded, taking her nephew into her arms. "Yeah, I'll walk you out."

�Thanks,� he said as they walked to the door, �For listening to me and not kicking me out of here on my ass.�

"If I'd been asleep, you'd probably have suffered that fate. So, you should probably thank Alex here for making sure I was wide awake when you arrived."

�Can�t blame the little guy for wanting to spend some quality time with his beautiful aunt,� Pacey said gazing down at Alex�s sleeping form affectionately.

Pained, she shut her eyes at his inadvertent compliment. Swallowing, she opened them again, having regained her tenuous hold on composure. "'Night Pacey."

�Night Jo.� He gave her a quick kiss on the cheek. �I�ll talk to you tomorrow.�

She watched him go, the tears building in her eyes as he walked away. "Goodbye, Pacey." She whispered as the first tear slid down her cheek.