INT.JOEY'S BEDROOM.FOUR DAYS LATER.(THURSDAY).MORNING

She Can't Feel Anything Anymore by Paula Cole is playing faintly on Joey's alarm/radio. Joey and Jen are rolling up their sleeping bags; Jen has evidently spent the night. Joey yawns, and Jen does the same, almost contagiously. There is a knock on Joey's door.

JOEY: Who is it?

DAWSON: (OS) It's me.

JEN: (recognizing the voice) It's Dawson-you want me to leave?

JOEY: No, no, stay. (She walks to the door and opens it. Dawson looks like he hasn't slept in awhile. He comes in, not seeing Jen.)

DAWSON: We need to talk, Jo. (He sees Jen.) Oh.

JEN: Hey, Dawson.

DAWSON: Hey... (He looks around, nervously. Joey rolls her eyes.)

JOEY: What did you want to talk about? (Dawson eyes Jen.)

DAWSON: Um...Jen, hate to be rude, but could I talk to her in private? (Jen is taken aback)

JEN: Yeah, sure... (She walks out, shutting the door behind her gently. Joey looks alarmed, and turns away from Dawson.)

JOEY: What's so important? You haven't even answered my calls for four days, and now you just barge in here like this?

DAWSON: Jo, I'm sorry. It's...the thing is...Jo, the other night, Sunday, I saw you and Pacey...out on the docks.

JOEY: (turning away almost guiltily, she starts looking at things on her dresser) What about it...?

DAWSON: (he steps in front of her, trying to get her to look him straight in the eye.) Are you and Pacey starting something, Joey? Cause...

JOEY: I told him I didn't know. (She pulls away from him and sits on her bed.) Dawson, why do you even care? You said we were only going to be friends and you didn't want anything more right now. That's what you said!

DAWSON: I know...I know I said that, but...Joey, I... (He gently touches her right cheek, and she pulls away.)

JOEY: Enough with the mixed messages, Dawson, okay? Just...please go. I was hanging with Jen and it isn't fair to have her out in the hall waiting while you play mind games. (She opens the door and pushes him out. She grabs Jen's hand, pulls her back inside, and shuts the door. Dawson stands there, stunned. Inside the room, Jen looks at Joey as she falls onto her bed.) *Why* is my life like this?

CUT TO OPENING THEME/CREDITS

INT.LINDLEY HOUSE.KITCHEN.LATE AFTERNOON

Jen comes down the stairs and into the kitchen. Grams has just hung up the phone, and she walks back to the table where she is clipping coupons from the ad section of the newspaper. She looks up and sees Jen, surprised.

GRAMS: Jennifer! You *are* home!

JEN: (confused) Of course I am...

GRAMS: I thought you were still over at that girl's house.

JEN: (rolling her eyes) Her name is Joey, Grams.

GRAMS: (ignoring Jen's statement) I didn't hear you come back in. I'm sorry, because that was your mother on the phone.

JEN: (hopeful) Really?

GRAMS: Yes, she wanted to talk to you about taking a trip back to the city this weekend. She and your father have already made arrangements, I told her you'd call her back and tell her if you want to go. I assume you *will* want to go, am I correct?

JEN: (beaming) Of course!

GRAMS: (making a stack of coupons on the table) Now, she said you could bring *one* friend with you, but, Jennifer, I don't see how you could possibly bring any of *your* friends to meet your parents. What would they *think*? (Grams looks up from the table to look at her grandaughter warningly, but Jen is gone.)

(SC)EXT.JOEY'S HOUSE.5 MINUTES LATER Joey opens her door and steps back in surprise. Jen is standing there, looking as if she's about to burst with excitement.

JOEY: Jen! Hi!

JEN: (smiling) How would you like to go to New York City? (Joey just looks at her, stunned)

INT.JOEY'S BEDROOM.EVENING Joey is hurriedly packing her suitcase. She's singing "Candle on the Water" from Pete's Dragon softly to herself. She goes to her dresser and takes out a couple of shirts and some underclothes.

PACEY: Why are you singing a Disney song? Regressing to kindergarten, are we? (Joey looks at herself in the mirror, and sees Pacey standing in her doorway. She turns, surprised.)

JOEY: Pacey! (She almost drops the clothes she's holding. A bra falls to the floor, and she quickly grabs it, completely embarassed. She tosses everything into her suitcase and looks at him, frazzled. She puts her hand to her forehead.) Um...my...Mom used to sing that song to me...um...what are you doing here?

PACEY: What's up with all this? (He gestures to the suitcase.)

JOEY: This? Oh, I'm going to New York City with Jen.

PACEY: (taken aback) What? When did this happen?

JOEY: Today. Her parents invited her to come back for the weekend. I'm going with her. I need to get away from here before I lose my mind! (Pacey looks at her intently.)

PACEY: (quietly) Away from here or away from me?

JOEY: (looking sad.) From everything. From the town. From Dawson. (she pauses) From you. (She walks to her closet, not wanting to let Pacey see how close to tears she is.) I need time to think.

PACEY: (moving toward her and setting his hand on her arm.) Running away from this isn't going to help.

JOEY: (lightly pushing him away.) I'm not running away from anything. The only reason I'm going is because I need some time alone to make a *definite* decision. I think that's the exact opposite of running away from my problems, don't you? (Pacey doesn't reply.) I mean, I can't think straight with Dawson across the creek and you nearby.

PACEY: (sighing and sitting down on her bed) Yeah, I guess that makes sense. When are you leaving?

JOEY: (sitting next to him) Tomorrow morning.

PACEY: I guess I can't interest you in going to a movie tonight, then? (Joey shakes her head.) Well, I better go and leave you to do your stuff, then. Do I at least grant a kiss good-bye? (Joey looks at him.)

JOEY: Pacey... (He gets up.)

PACEY: Yeah, I sort of figured that. (He heads for the door, and Joey changes her mind.)

JOEY: Wait, Pace. (She walks to him, and lightly kisses him on the lips. She draws back, and their eyes meet. They stand there for a moment, then Joey blushes and breaks the stare. Pacey sort of smiles nervously, and walks out into the hall.)

PACEY: Have fun in New York.

JOEY: (smiling, giving him a slight wave as he walks downstairs. She starts to hum "Candle on the Water" again. Pacey stops, listening for a moment, then continues out of the house. She takes her suitcase off the bed and flops onto the bed face first. The phone rings, and she can hear Bessie pick it up downstairs.)

BESSIE: (OS) Joey! It's Dawson! (Joey rolls over onto her back and looks at the ceiling, ready to explode.)

JOEY: (to herself) *Why* can't they just *leave me alone*? (calling to Bessie) Tell him I'm going to New York for the weekend, I'll talk to him when I get back, if I ever come back! (She rolls over onto her face again.)

INT.JEN'S BEDROOM.LATER THAT EVENING

Jen is also packing for her trip. Dawson is sitting on her floor, looking as if he's been hit by a truck. Jen's is listening patiently as she takes care of her things.

DAWSON: I can't take this anymore, I really can't. We haven't even talked really...but when we do there's this...superficiality to it. We talk to each other like...Like you know when you first meet a person and it's that fake, small talk? It's as if we barely know each other.

JEN: It's going to take awhile to get back to normal, Dawson. A lot happened.

DAWSON: I still can't believe this whole Pacey thing.

JEN: Wait, you *know* about Pacey and her?

DAWSON: Yeah, I saw them kissing, and I have to admit that I'm a *little* upset by it, frankly. (Jen looks at him.) Okay, *a lot*. That's what I came to talk to her about this morning. I still haven't talked to Pacey about it.

JEN: But you're the one who said you just wanted to be friends with Joey, aren't you?

DAWSON: Then how come whenever I see Pacey I have this overwhelming urge to beat the crap out of him?

JEN: (muttering) Wild guess...jealousy?

DAWSON: And Joey! How can she just...move on like that? She *definitely* gave me the impression that having a relationship with me meant a lot to her, and she'd wait until I was ready, and the next thing I know she's kissing Pacey! I called her a while ago, to try to talk to her some more, but she wouldn't even take my call. Can you believe that?

JEN: (sitting down next to Dawson on the floor) Listen, Dawson...Joey is *very* confused right now. Look at it from her point of view. On one hand she has her best friend in the whole world who she is crazy in love with, who just wants to stay friends with her for the time being, with a romantic relationship *maybe* coming in the *very* distant future. And then you keep changing your mind about it. I'm guessing you came to her house today to ask her not to go out with Pacey, right? (Dawson nods, sheepishly)

DAWSON: Something like that, yeah.

JEN: On the other hand she has a guy who is quickly becoming a *very* good friend, who is *crazy* in love with *her*. Pacey knows what he wants, Dawson, and he wants it now. When Joey was talking about him, it seemed as if they have this special connection...one that she can't have with you because...basically you have it all, Dawson. And she barely has anything.

DAWSON: (flopping onto his side, with his head in his hands.) I...I don't want to lose her, Jen. (Jen winces in pain as she hears the love in his voice. She forces a smile.)

JEN: Look on the bright side...you still have me! (She nudges him a little, trying to get him to smile. He just runs his hands through his hair and looks sad.)

DAWSON: It's not the same. (Jen bites her lip, trying to keep from showing how much that hurt her.)

INT.DAWSON'S BEDROOM.NIGHT

Dawson is working at his computer. Pacey climbs in through the window, and Dawson looks over, hoping it's Joey. His face falls as he sees that it's Pacey. He looks back to the computer.

PACEY: Don't get too excited now. I know it's not everyday you get to see someone as cool as me. (He smiles, but Dawson barely reacts.)

DAWSON: Hey. (Pacey is a bit surprised by this aloofness, and doesn't know how to act.)

PACEY: So... (He sits down on Dawson's bed.) What are you working on?

DAWSON: A new script.

PACEY: What about?

DAWSON: No offense, Pacey, but I *really* don't feel like talking to you right now.

PACEY: (taken aback) May I inquire as to why not? (Dawson doesn't reply.) Okay, then, fine, I'll go. I don't know why you've been acting so weird all week, but tell me when you feel like being a friend again, okay? (He heads to the window.)

DAWSON: (exploding, he swivels his chair to face Pacey.)What would *you* know about being a *friend*? (Dawson gets up.)

PACEY: (clueless) What do you mean by *that*? What did I ever do to you?

DAWSON: I saw you, Pacey.

PACEY: (still clueless) I don't understand.

DAWSON: At like, *midnight*. Out on the dock, with her.

PACEY: Now, by *her*, I assume you mean Joey, right?

DAWSON: You know, Pace, you don't waste a single second?

PACEY: Excuse me?

DAWSON: I saw you *kissing*, Pacey. Kissing!

PACEY: (getting a clear picture now) What does it matter to you? You made the decision to stay friends with her, and not be anything more. I told you if that was your decision, I wasn't going to keep my feelings from her any longer. The only reason I stayed in the background was because of *you*!

DAWSON: But how can you...I don't understand how this happened! You told me when you kissed her that night, after the carnival, she wasn't interested.

PACEY: Well now she is, okay? *Then*, she was waiting around for her knight in shining armor. *Now*, that little illusion has crashed to the floor.

DAWSON: (bitterly) And you're going to be there to help pick up the pieces, right?

PACEY: Dawson, I was only trying to be her friend. I didn't expect for her to ever like me back. And I'm not going to pretend that I'm not happy she *does*, though, that's for sure.

DAWSON: (quietly) *Does* she like you?

PACEY: (slowly) I *think* so...but she's still in *love* with you.

DAWSON: (sighing) I...

PACEY: (heading over for the window) I was going to ask you to come to the movies, but I really don't feel like going any more, if you don't mind. (he pauses, and they both stand there, not sure what to say.) Dawson, you're the one who said you and Joey were only friends. It's time to let her go. This "I don't want her but no one else can have her" attitude...just...just let her go on with her life, man. (Pacey leaves.)

CUT TO COMMERCIAL

INT.NEW YORK CITY.JFK AIRPORT.NEXT DAY.LATE MORNING

Jen and Joey walk out of the gate, and Jen spots her parents. She smiles. Jen's mother is a petite, blond-haired woman, dressed very conservatively. Her father is the typical businessman, a navy-blue pin-striped suit on, his dark brown hair showing a tinge of gray. Joey follows Jen over to them. Her father seems to demand an automatic respect, the kind of man you know would have a corner office with a glass-topped desk and a black leather reclining chair. Joey half-smiles as she pictures the portrait of the perfect family in her mind. Jen's mother, Maureen, runs to Jen, smiling widely. Jen embraces her.

MAUREEN: Jen! Darling! How are you?

JEN: Good, Mom. How are you?

MAUREEN: Lovely. (Jen hugs her father. (Thomas)

JEN: Hi, Dad.

THOMAS: Hey, sweetheart. Did you get taller? (Maureen sees Joey, and quickly takes her into a huge hug, much to Joey's complete surprise.)

MAUREEN: And this must be Joey! Oh, darling, you're as cute as a button! (Joey bites her tongue as Tom shakes her hand.)

JOEY: Thanks for inviting me to stay with you. It was beyond nice.

JEN: (picking up her luggage) Enough with formalities-can we go home? I yearn to sleep in my own bed for once.

(SC)EXT.NEW YORK CITY Shots of New York City set to Fuel by Ani DiFranco. Metropolitan Museum of Art, Central Park, the coffee shop from SEINFELD, the Statue of Liberty, crowded sidewalk, Times Square, a billboard for RENT with Wilson Cruz on it, MTV headquarters, Carnegie Hall, Brooklyn Bridge, (SC) to:

INT.JEN'S BEDROOM.EVENING

Jen and Joey are unpacking their things in Jen's large bedroom. It is very classy, with two large beds, a dresser, a full length mirror, a bookcase, and two huge windows on the far side of the room. Jen opens her closet and starts to put her things away. She sighed, fingering the many party dresses that she had left in her closet the last time she left. Joey comes up behind her, and reaches over to see them. Jen takes one out and hands it to her.

JOEY: This is beautiful... (Joey lovingly touches the dark blue velvet gown, with was sleeveless and backless. Jen holds the dress up to Joey.)

JEN: This dress never fit me. Too long. It would look great on you, though. (Joey just smiles.)

JOEY: (shaking her head) I'm not the type to wear dresses like this. People are used to seeing me in jeans and a t-shirt.

JEN: (laughing as she puts the dress back and sits down on her bed.) Yeah, but when you do get dressed up...you were *stunning* at the beauty pageant.

JOEY: Oh please! Do *not* talk about that pageant ever again! Most embarassing night of my *life*! (There is a knock on Jen's bedroom door, and Maureen comes in.)

MAUREEN: Jen, dear, why don't you and Joey get ready for dinner? We'll take you out to your favorite restaurant.

JEN: (smiling) Sounds great. (Maureen leaves happily, and Joey turns to Jen.)

JOEY: Your parents are super nice.

JEN: Yeah...they are. (She knows not to complain about her parents in front of Joey.) Well, we have to pick out something to wear. There's a dress code for this place, which really sucks.

JOEY: A dress code? Those things still exist?

JEN: (Handing Joey a black dress from her closet) Unfortunately, they do. That dress will be short on you, but it's floor length on me so it'll work as a knee-length. (She smiles re-assuringly) It'll look cute. (Joey nods unsurely.)

JOEY: Okay, thanks...I'll go get changed in the bathroom....(She grabs one of her bags, and heads for the door, then stops.) Um....where's your bathroom?

JEN: Second door on the right. (Joey nods and walks out.)

INT.RESTAURANT.EVENING

The group of four are sitting at a round table in the middle of a gorgeous room. There is oriental carpeting, chandeliers, and waiters in white suits parading around taking orders. Joey looks like she fits in, but you can see the obvious look of being uncomfortable on her face.

THOMAS: So, guess what, you two! There's a party tonight at the Crawford's, and we're all invited.

MAUREEN: The Crawford's? How simply delightful!

JEN: (confused)The Crawford's? Are they new around here?

MAUREEN: Oh, yes, dear, they moved up from a downtown flat last fall. Very classy people. They even have a young son. You might want to look into *that*, Jen, as opposed to the regular...*crowd* you used to like around here. (Jen forces a smile, trying not to say anything she'd regret later.)

JEN: Well, Mom, I've changed since then. As a matter of fact, Billy came down to visit me in Capeside and I told him to take a hike, okay?

THOMAS: That kid came to see you?

MAUREEN: (smiling) Don't worry, Thomas! Our Jen here has obviously handled the situation *very* well. I'm proud of you, dear. (Maureen pats Jen's hand. Jen gets up.)

JEN: I have to use the ladies room. (Joey takes the hint and gets up too, and excuses herself. She follows Jen to the bathroom.)

INT.BATHROOM.CONTINUOUS

Jen walks in and just sits on the counter. Joey looks at her, confused.

JOEY: Don't you have to go?

JEN: Oh, no. I just left before my parents got all wacky on me. When they start getting patronizing and condescending, it's a sign that trouble is ahead. (changing the subject) So, you want to go to this party tonight?

JOEY: Um...sure. It sounds good. (Jen smiles.)

JEN: It'll be boring. But if their son is as cute as my mom thinks, I'm sure it'll be more interesting, right?

JOEY: (sighing) The last thing I need right now is more guys in my life.

INT.DAWSON'S BEDROOM.NIGHT

Pacey walks in. Dawson makes no move from his bed, but he half-smiles at his friend.

PACEY: Hey. I figured I'd come over and we torture ourselves with the possibilities of what Joey may be doing right now. You know, set out differences aside to make sure we are *fully* consumed by our own misery.

DAWSON: Or we could watch a movie.

PACEY: I couldn't watch anything right now.

DAWSON: Yeah, same here. This has been the weirdest two weeks of my life.

PACEY: You think *yours* was weird?

DAWSON: Okay, so they were both weird. But I have a feeling that when Joey gets back, things are going to be even harder.

PACEY: Which brings forth the ever-present question that been dangling above our heads since this whole mess started.

DAWSON: Which is?

PACEY: Are we still going to be friends? Cause she's going to choose eventually, and one of us is going to be left out in the dust.

DAWSON: I know. This whole mess is getting worse as we go along.

PACEY: Who do you think it's gonna be? Me...or you?

DAWSON: (clueless) I don't know...if I had to make an educated guess right *now*...I'd have to say she'd choose you. (Pacey just smiles, but doesn't reply. Dawson looks uncomfortable.) Okay, Pace, this is the part in which you counteract my comforting *you* by comforting *me*.

PACEY: (laughing) Oh, right, right. Don't worry, man. Joey's been in love with you forever. She wouldn't give that all up now.

DAWSON: (burying his head under a pillow) Nice try, Pacey, but it wasn't a convincing argument.

PACEY: Well, you know, I *do* have the competitive edge, since I actually *picked* an emotion and you know, went with it. (Dawson looks hurt.) Dawson, come on. You know as well as I do that Joey would choose you over me anyday of the week. (Dawson sits up and looks at Pacey.)

DAWSON: You know what? Let's watch the movie.

PACEY: Good idea. (Dawson grabs the remote control and turns on the tv.)

CUT TO COMMERCIAL

INT.CRAWFORD'S HOUSE.NIGHT

The house is packed. It's a typical upper-class party, catered; a black tie affair. Joey and Jen weave their way through the crowd, abandoning Jen's parents as they are intercepted by another guest to talk. Joey looks almost frightened.

JOEY: (as they sit down on a couch on the side of the room.) I've never seen so many people in one room in my life!

JEN: (laughing) Unfortunately they're all *boring*! You have *no* idea how many of these things I've had to sit through.

JOEY: I'd do it, if it meant having a life like this... (Jen looks around the room, and suddenly spots someone and turns to Joey.)

JEN: Hey, Jo...isn't that...(Joey follows her gaze and finds herself looking directly at Anderson Crawford. Her face pales.)

JOEY: *Crawford*....Anderson Crawford! *Why* didn't I think of this before? I...Jen, hide me. I can't let him see me.

JEN: Too late. He's coming over. (Joey suddenly gets up and runs out of the room, and into the large foyer of the Crawford home.)

INT.FOYER.MINUTES LATER

Joey is standing there, trying to decide what to do. She starts pacing nervously and wringing her hands. Anderson walks in, and Joey quickly looks for a way to escape. He touches her arm, confused.

ANDERSON: Deborah? (Joey turns to him.) Why'd you run away like that?

JOEY: (almost exploding) Okay, Anderson...um...look, I'm not Deborah. I never was Deborah, I never will be Deborah!

ANDERSON: (confused) My, that was blunt. (He looks around him, not sure what to say.) Then who are you?

JOEY: (determined to just clear up the whole mess in one fell swoop) I'm Joey Potter. I live in Capeside. My father's in jail, my mom is dead. I'm not rich, I'm not classy, I don't go to boarding school, and...and I lied to you to get you to like me. (Anderson just stands there, stunned. After exploding like that, Joey doesn't know what to do.) Um...I guess I should just go... (She starts to leave)

ANDERSON: (laughing) Joey, don't go.

JOEY: Huh?

ANDERSON: Don't leave. Even Cinderella lied to the Prince and he still loved her, you know... (Joey turns back, confused.)

JOEY: What?

ANDERSON: What I'm saying is, that I've been thinking about you since then, but it wasn't because of your money, or the boarding school...it was you. I don't care about that other stuff.

JOEY: Really? (She looks surprised.)

ANDERSON: Really. (He walks to her and takes her hand) Come on. I'll take you on a tour of the house or something and you can tell me about yourself, all right? The *real* you, this time though, okay? (Joey smiles.)

JOEY: Okay...

(SC)INT.JEN'S BEDROOM.NEXT MORNING

Jen flops down on the bed next to Joey with a wicked smile.

JEN: Okay, I want *every* single detail.

JOEY: (smiling) Nothing...*happened*...we just talked. I told him about me...and my life...He took the whole thing *really* calmly. Like he didn't even care. I expected him to never talk to me again.

JEN: Did you tell him about Pacey and Dawson?

JOEY: Well, I told him who they were...but not....but not about all that. It didn't really...come up...

JEN: (she looks at Joey wickedly.) So, what *else* happened? I mean....you left me alone at that party for an entire *hour*-please tell me all my pain and agony wasn't in vain?

JOEY: (giving in) Okay, yeah, he kissed me. Does that make it all worthwhile?

JEN: (smiling) Was it a good kiss?

JOEY: (blushing) Yeah...but it's not like he hasn't kissed me before, I mean...

JEN: (sitting up, a bit amazed) Joey, do you lead a secret life that we all don't know about? Are you sure Deborah Carlson isn't really just the other side to your split personality? (Joey laughs, and Jen lays back down, and looks at Joey, turning serious) Where does this leave you?

JOEY: I think I might just leave the opposite sex alone for awhile. It's getting a little *too* hectic on the highway of love. I mean, considering a month ago I was stuck in a traffic jam and now I feel like I'm in a high-speed chase.

JEN: Know the feeling. (The phone rings, and Jen rolls over and grabs it from her nightstand.) Hello? (the shot switches back and forth while they talk.)

ANDERSON: Hi, this is Anderson. Is Joey still there?

JEN: (breaking out into a smile. Joey looks curious.) Yeah, she's right here. Hang a sec. (She puts her hand over the mouthpiece and looks at Joey.) Jo, it's Anderson.

JOEY: What? (A look of panic and excitement crosses her face.)

JEN: What do you want me to tell him? (Joey tries to think quickly.)

JOEY: Um...tell him...tell him...oh, just give me the phone! (Jen hands her the phone and Joey tries to compose herself.) Hi, Anderson?

ANDERSON: Hey, Joey. Anything new?

JOEY: Not much, you?

ANDERSON: Nothing. (nervously) So...I was wondering if you wanted to get together tonight. You know, go to a movie or something.

JOEY: (she looks at Jen, panicked) Go out? Tonight? (She gestures to Jen, not knowing what to do. Jen mouths to her to say yes.) Well...

JEN: Do it, Joey.

JOEY: (reluctantly) Sure. What time?

ANDERSON: (happy) Is 7 o'clock a good time? I figured we could go out to dinner and then go see The Truman Show...if you want.

JOEY: Sounds good to me. (there's a long pause) Um...are you going to pick me up, or should we...

ANDERSON: (feeling stupid he forgot to tell her) Oh, yeah, I'll pick you up around 5 minutes to 7. (Joey nods into the phone.)

JOEY: Okay, see you then. Bye.

ANDERSON: Bye! (Joey hangs up and looks at Jen.)

JOEY: What am I doing?

JEN: (standing up and opening her closet) You're going on a date! (She looks through things in her closet) What are you going to wear? (She gets an idea) Oh! We should go *shopping*! It's a perfect excuse. We can get you something nice and sexy to wear for your big date tonight-

JOEY: It's *not* a big date-

JEN: I can show you the sights, take you out to lunch...come on, we'll make a day of it! (Jen grabs Joey's hands and pulls her out of her room into the hallway.) It'll be great. (Joey sighs, resigning herself to a day of shopping.)

INT.DEPARTMENT STORE.LATE MORNING

Joey is standing by a rack of dresses, unamused. Jen searches through the rack and pulls out about three dresses and hands them to Joey. Joey looks at them, almost as if she doesn't know what to do with them.

JOEY: You know, it's just dinner and a movie...don't you think dresses are a little too....*dressy*?

JEN: (rolling her eyes and ushering Joey into a dressing room.) If they were sequined, sparkly, evening gowns, they would be. Those are casual dresses. Try them on. (Joey reluctantly goes in and locks the door. Jen sits down on one of the chairs nearby.) Joey? Can I ask you something?

JOEY: Shoot.

JEN: Why do you love Dawson? (Joey is silent for awhile.)

JOEY: I don't know. Probably for the same reasons you do.

JEN: Which are?

JOEY: Why do we have to keep resorting to talking about him? (Joey tosses her jeans on top of the door, the belt clanging against the wood.) Don't we have *anything* else in common?

JEN: I don't know...do we? (Jen waits for Joey's reply, but doesn't get one.) See, Jo, Dawson's always been this thing that came between us ever since I came here. But I thought that part of our relationship was over when I dumped him.

JEN: (eyeing Joey's dress.) I don't like that one. Try on the red one. (Joey shuts the door again.) It's just...sometimes I wonder if it's not really just a change of heart. Maybe I just don't want you to have him. I know that sounds awful, but...I mean, I think I may be the problem between you two. I was thinking I might just leave for awhile. Let Dawson figure out what he wants without jealous little me breathing down his neck. (Joey opens the door and peeks out.)

JOEY: You can't be serious. You're not actually thinking of leaving Capeside, are you? (She shuts the door again.)

JEN: (thinking) I don't know...I was going to ask my parents about coming back here to live...

JOEY: Jen, you can't just *leave* on my account. Dawson is fully capable of deciding what he wants, no matter whatex-girlfriend is living next door, okay? Besides, I'm not even sure Dawson is who I want anymore. (Jen is surprised.)

JEN: What?

JOEY: (opening the door) I might just chuck it all, change my name to *Norma Rae* and fly to South America. Maybe I can research the mating habits of a *gorilla* or something. (She looks at herself in the mirror.) What do you think?

JEN: About your plan to be the next Jane Goodall or the dress?

JOEY: Either or.

JEN: I'd go with the dress, but put a halt to the flight to the Amazon. (Joey smiles.)

JOEY: Well, let's make a deal. If you stay in Capeside, I won't go to Brazil. (Joey spots a skimpy, almost sheer halter top on the rack, and picks it up with a wicked smile.) Could you imagine the look on Pacey and Dawson's faces if we came back dressed like hookers? (Jen laughs, and grabs an even sluttier top.)

JEN: Let's try these on and see how we look. (They both go into a dressing room.)

INT.SCREENPLAY VIDEO.LATE MORNING

Dawson is re-organizing the video shelves, and he doesn't look like he's much enjoying the job. Pacey saunters in and plops down behind the counter. Nellie walks in from the store room and rolls her eyes at him.

NELLIE: It's about time you got here, low-life.

PACEY: Oo, that *really* hurt me, very deeply. Really.

NELLIE: Why don't you just climb back into the slime hole you came from?

PACEY: Well, you know, I *would*, but then I'd miss seeing you grow up only to be a hooker on the corner of some unknown, dirty street in New York City. And we could never miss that.

NELLIE: That was *such* an intelligent comment, Pacey Witter. Did you think of that one in-between your fantasies of Ms. Jacobs? (Pacey is hurt by that one. Dawson is getting fed up.)

DAWSON: Nellie, why don't you just go work in the back like you're supposed to?

NELLIE: (turning her anger on Dawson)And why should I listen to a loser like you, huh? I mean, after all, you're the one who lost your *best friend* to a washout like *Pacey*, aren't you? (Dawson is silent.) Everyone sees it but you,Dawson. Joey Potter is *long gone*. (She smiles smugly, knowing from the look on Dawson's face that she has won. She turns and walks back into the storage room.)

PACEY: Look, Dawson...she doesn't have any idea what she's talking about.

DAWSON: She's right, Pacey...

PACEY: Man, you have *not* lost Joey, okay? She will *always* be your best friend. Even if she dates me, even if she dates you, even if she dates Arnold Schwarzenegger. That's not going to change.

DAWSON: Isn't Arnold Schwarzenegger married to Maria Shriver?

PACEY: Dawson, you are so weird.

DAWSON: I'm going to call her at Jen's, tonight. We need to get this all straightened out.

PACEY: (shaking his head) *Not* a good idea, man. Just wait until she comes back. The whole reason she even went in the first place was to get away from us. (Dawson starts organizing the movies again, determinedly. Pacey just sighs and flops back into his chair.)

INT.DEPARTMENT STORE.LATE AFTERNOON

Jen and Joey emerge from their dressing rooms. Jen is wearing a bright red, super-tight, midriff tank top, with a pair of tight, black leather shorts and red, spiked heels. Joey is wearing a black lace, almost sheer, top with a deep v-neck,along with a super-short black mini-skirt, and knee-high black leather boots. They both look at each other and laugh hysterically.

JEN: Oh my god, Joey! I wish we had a camera! (A few older women pass by, and throw the two dirty looks)

JOEY: Could you just *see* your grandmother's face if we came home dressed like this? (Jen clutches her stomach, she is laughing so hard. She opens her purse and pulls out a tube of lipstick.)

JEN: Wait, Jo, come here. (Joey wobbles over, not used to walking in high-heeled boots. Jen tries to apply the lipstick.) Jo, stop laughing! I can't put this on you if you're moving! (Jen applies some to her own lips and makes a kissing face at the full-length mirror by the dressing rooms.) Dawson would *so* freak out if he ever saw either of us like this.

JOEY: So would Pacey. It'd be classic. (Joey looks at herself in the mirror, and starts laughing again.) I don't even recognize myself.

JEN: Neither do I. It's sort of an enjoyable thing, isn't it? To pretend you're someone else?

JOEY: Tell me about it. (Jen looks at Joey, an idea forming.)

JEN: Jo, let's buy these outfits.

JOEY: (surprised) *What*? You can't be serious!

JEN: I *am* serious! Let's do it! Come on. It'll be fun. We can scare the hell out of the guys when we get home? (Jen gives her a puppy-dog face)

JOEY: But when would we wear them? I'd *never*-

JEN: The point wouldn't be to actually *wear* them...it'd be to *have* them... (Joey looks at her, and starts laughing.)

JOEY: Okay. Let's do it. (They both go back into the changing rooms.)

INT.DEPARTMENT STORE.FEW MINUTES LATER

Jen comes out of her dressing room, wiping off her lipstick with her hand. She taps on Joey's door.

JEN: Jo? You ready?

JOEY: In a second. (Jen sits down, and looks at herself in the mirror. She laughs slightly to herself as she goes into a daze. She's shaken out of it when she hears someone scream her name. She jumps up. Two girls are running towards her. She smiles.)

JEN: Amy! Bethany!

AMY: Jen? Is it really you? (Amy runs to Jen and throws her arms around her, her hilighted brown hair showing glints of blonde as the lights hit it.) I can't believe it! When did you get here?

BETHANY: How come you didn't tell us you were coming?

JEN: I got in yesterday. Sorry I didn't call you guys but my parents dragged me to this party, and... (The dressing room door opens and Joey walks out. She is looking at the clothes she is going to buy, and doesn't see the other girls at first.)

JOEY: Jen, do you think Dawson- (She sees Amy and Bethany. Both girls eye her suspiciously.) Oh. Hi.

AMY: (rudely) And who is this? (She looks Joey up and down, apparently digusted by the sight of someone in plain blue jeans and a t-shirt.)

JEN: Joey, this is Amy and Bethany, my best friends from NY, Amy and Bethany, this is Joey, my friend from Capeside.

AMY: Your name is *Joey*?

JOEY: (rudely) Yeah, is your mind too narrow to accept a new and different name?

AMY: No, I just thought it was...*unusual*. But hey, you're from Capeside, so, what can I expect? (Jen appears hurt by Amy's attitude, but before she has a chance to say anything, Bethany speaks.)

BETHANY: Is Joey short for Josephine?

JOEY: Yeah.

BETHANY: (she smiles at Joey) I like it.

AMY: So, Jen, what brings you to town? Had enough of the hum-drum life of Dullsville?

JEN: We just came for a little weekend trip...needed a change of scenery. (Amy notices Jen's carrying clothes with her.)

AMY: Oo, what are you buying? (She takes Jen's items and looks at them.) I like it. Let me see yours, Joey. (Joey rolls her eyes and hands over the clothes.) I don't see you as the type of person who would wear *this*.

JOEY: That's cause I'm not.

AMY: Then *why* are you buying it?

JEN: (butting in) We're buying them to wear when we get home, so we can freak out a couple of guys we know.

AMY: (changing the subject again, since the last one got boring) What a waste. Well, Jen, you just *have* to come to lunch with us today. Joey can come too. We can go some place great. Are you guys done shopping?

JEN: Um... (She looks at Joey.)

JOEY: Uh...yeah, I guess... (Amy smiles.)

AMY: Great! Come on! (She puts her arm through Jen's, leaving Bethany to walk with Joey.)

JOEY: (under her breath) Just splendid. An afternoon with Heathers. The holocoust is complete. (She rolls her eyes to herself and follows Jen and Amy to the cash register.)

CUT TO COMMERCIAL

INT.RESTAURANT.AFTERNOON

The group of 4 girls is sitting at a table in the center of the restaurant. The room is bright and airy. The carpet is green, the tablecloths are sparkling white. It has an aura of expensiveness to it, though it is a casual place. Joey self-consciously looks around her, at her companions' designer, trendy outfits, and then down at her own attire.

AMY: So then I say to her, "And you're going to wear *that*?" You should have *seen* her face. It was hysterical. (Amy laughs and so does Bethany. Jen tries to fake one. Joey rolls her eyes. Jen looks absolutely miserable.)

JOEY: Oh, yes, mocking out other human beings just brings *such* a rush. I'd do it as a full-time job, but hey, I have to make room for those *monster* shopping trips and visits to the salon. Why waste time on anything *useful*, like, *expanding* your mind or *helping* others when Bloomingdale's awaits?

AMY: My, aren't you *bitter*. Don't you have a boyfriend?

JOEY: I don't see what that has to do with being cynical.

AMY: Oh, so you don't? Well, *my* boyfriend, Ryan, has a lot of friends. I could...set you up with one of them, if you like. See, there's this party at my house tonight, and we wouldn't want you to be *alone*!

JEN: (determined to one up Amy somehow, for Joey and for her) Believe me, Amy, Joey has a *surplus* of guys.

AMY: (not believing) Do you?

JOEY: I-

JEN: She has her two best guy friends practically punching themselves out over her back home.

JOEY: (warningly) *Jen*!

BETHANY: They're really *fighting* over you?

JOEY: (quietly) It's...a long story.

AMY: Do you have pictures of them? (Joey is taken aback.)

JOEY: Um...yeah... (She takes her wallet out of her back jeans pocket. Amy looks at her, disgusted.)

AMY: You keep your wallet in your *pocket*? *Why* do you act like such a tomboy?

JOEY: Because I *am* a tomboy. There's a no-brainer for you. (Amy takes the pictures from Joey.)

AMY: (looking at the picture of Dawson, then the one of Pacey.) Hmmm...tough choice. Beth, which one do you like better? (Bethany takes the pictures, then points to Pacey.)

BETHANY: I like his smile. (Amy grabs the pictures back.)

JOEY: (tightly) His name is Pacey.

AMY: I don't know. I think the other one is cuter.

JOEY: His name is Dawson.

AMY: (ignoring Joey) Didn't you used to go out with him?

JEN: (awkwardly) For a little while, yes.

AMY: Well, why'd you break up?

JOEY: Why are you asking so many questions? I mean, did it ever occur to you some things aren't meant to be public knowledge?

AMY: (laughing) Oh, you're the reason they broke up, weren't you? Jen, you truly amaze me. To be able to be *friends* with the girl that came between you and your guy...that's very classy. *I* most certainly wouldn't be able to do it. (All through the conversation, Jen's face has continually grown more angry. She's about to explode.)

JEN: (in a hushed, tense tone) Joey had *nothing* to do with it. I don't know why you insist on passing judgement over *everything*, and acting like you know it all, but let me tell you, Amy, you have *no* clue. You don't know what my life has been like, you don't know what Joey's life has been like, and you don't even bother to *ask*. All you care about is *haircuts*, and *nail colors*, and the latest *gossip* about who slept with who! All afternoon I've been sitting here listening to your *mindless* crap about your *boyfriend* and your job keeping people up to date on the latest fashions, and I keep feeling sicker, and sicker. I don't know why I was friends with you before, but whatever the reason was, it is clearly gone now. (Jen stands up and picks up her bag.) And as for your little party tonight, we decline the invitation. We have better things to do.

AMY: (haughtily) And *what* could be better than us? (Bethany just sits there, watching the scene.)

JEN: Well, here's one thing. Joey, has a date, with *Anderson Crawford*. I think that is definitely better than *you*, wouldn't you agree? (Amy looks at Joey stunned. Joey gets up.)

AMY: *The* Anderson Crawford? Son of the *millionaire*?

JOEY: The one and only. (She picks up her bags, and takes the pictures back from Amy.)

JEN: (bitingly) It was *really* nice seeing you guys again. Let's *not* do it again sometime soon.

AMY: (standing up and walking over to Jen, with a calm, caustic facade she's trying hard to maintain.) Well, Jen, I can't even *begin* to tell you how much that *hurts*, especially coming from a *washed-up* wild child. You know Jen, you used to be cool, and now you're just an old, boring *slut*, who can't even keep her own boyfriend from being stolen away by *Miss Teen Country Inbred* from some *hick town* on the coast. (Jen just turns and walks out of the restaurant. Joey steps up to face Amy)

JOEY: Someday you're going to learn that you're not even *half* of the person that Jen is, and you're going to regret saying those things. I hope I'm there to see your face when you realize what an idiot you are. (Joey walks away, leaving Amy still standing there like an idiot, fuming. She sits back down next to Bethany.)

EXT.RESTAURANT.CONTINUOUS

Joey opens the door and walks out onto the street. Jen is sitting on the steps of the next building, crying, and crying hard. Joey sits down next to her. Jen wipes her face, trying to stop.

JEN: Joey...I came back here thinking that it would make everything all right again. That I could just come back and be with my old friends, and be with my parents, and I could just *remove* myself from everything. Forget about Dawson...forget about everything...

JOEY: Sometimes I wish I could forget too...

JEN: But everything's *changed*, Joey. My parents have been getting along just fine without me...it's like I came home, they took me out to dinner and said "That's enough for now, let's go golfing". It's just like they were before. And my friends! Amy is so...different! I don't remember her being so... *judgmental* and *superficial*, and *rude*! I look at her...and I don't understand...how she could've changed *so* much!

JOEY: (smiling, nudging Jen a little) Hate to break it to you, Jen, but most likely your friends have always been that way...*they* didn't change. *You* changed.

JEN: (starting to cry again) And for the worse! Look at me! I'm sitting here, crying, I look like a mess! Me, the little future prom queen, wallowing in her own misery because she can't have the guy she wants, she can't have her old life back...

JOEY: (sincerely) Jen, you've changed for the better. You know I wouldn't say it if I didn't mean it. I mean, after all, I did hate you for half a year. Saying nice things still doesn't flow right. (Joey smiles, and Jen laughs slightly.)

JEN: Look at us! Two screwed up girls! We should change our names to Thelma and Louise and go break some laws.

JOEY: (smiling wickedly) If that means Brad Pitt in a cowboy hat with no shirt on, I'm in!

JEN: Okay, but I get to be the one who spends the night with him in a cheap motel room. (Jen and Joey both stand up, in better moods.)

INT.LINDLEY HOUSE.EVENING

Joey races down the stairs, wearing a long, flowing floral skirt with a nice, light, blouse over a dressy tank top. She tries to keep her head up straight, not wanting to spoil the french twist Jen has put in her hair. Jen comes downstairs, and laughs as Joey checks herself in the mirror.

JEN: Don't worry, Jo! You look great.

JOEY: (nervously) I still can't believe I'm doing this...am I crazy? (Jen stops behind Joey and forces Joey to stand still as she looks at herself in the mirror.)

JEN: Jo, this is a good thing to do. You know, you've got more options than just Pacey and Dawson. Don't close your heart to Anderson, okay? Give him a chance. (There is a knock on the door.) Oppurtunity's knocking, Joey. Go answer the door. (Joey nervously opens Jen's front door, to reveal Anderson standing there, holding a dozen roses. He was dressed in khakis and a nice sweater. Joey smiled.)

JOEY: Are those for me? (Anderson hands them to her.)

ANDERSON: Well, actually, they're for this girl named Deborah Carlson....but I don't see her around here anywhere so... (Joey laughs and smells them. She then passes them to Jen.)

JOEY: Thank you so much. They're beautiful.

JEN: (smiling romantically) I'll put them in water.

ANDERSON: Are you all set to go?

EXT.LINDLEY HOUSE.CONTINUOUS

JOEY: Of course. (He takes her hand as they walk down the steps.) I'll see you later, Jen! (Jen waves. Joey stops in her tracks as she realizes a limosuine is parked in the street.) Now I feel terribly under-dressed! (Anderson smiles at her.)

ANDERSON: Don't feel that way. I just decided that tonight needed a little something extra. (Joey blushes as he helps her into the limo.)

INT.LINDLEY HOUSE.CONTINUOUS

Jen shuts the door slowly, with a sigh.

JEN: Well, another night at the Lindley home, all alone. (She sighs again and walks to the kitchen. The phone rings, and Jen sets the roses down on the counter to answer it.) Hello?

DAWSON: Hi, Jen? It's me, Dawson.

JEN: (surprised) Dawson?

DAWSON: Yeah...sorry to bother you, but is Joey there?

JEN: Um, no...you just missed her.

DAWSON: (concerned) I did? Where'd she go?

JEN: Um....you see...well...we were at this party last night and she ran into Anderson Crawford...remember, he's that guy who-

DAWSON: Yeah, I know. (Dawson pauses) *Please* don't tell me she's out with him right now.

JEN: Okay then...I won't.

DAWSON: I can't believe this. I really can't.

JEN: Well, you better believe it, Dawson. You can't reject reality forever.

DAWSON: Not if reality rejects you first. She's really out on a date with another guy, huh? (bitterly) Glad to see she's not *tearing* herself up over this whole situation. I mean, me and Pacey are both going crazy here in Capeside and now it looks like she's not even going to end up with either one of us.

JEN: (feeling bad) Dawson, I convinced Joey to go out with him tonight. She didn't want to. So, don't like get all wound up about it.

DAWSON: (quickly) Pacey's here, I gotta go. (He hangs up before Jen can say anything more.)

INT.DAWSON'S BEDROOM.CONTINUOUS

The bedroom door opens, and Pacey comes in as Dawson shoves the phone down. Pacey looks at him weirdly. Dawson sighs.

PACEY: You called her, didn't you? (Dawson looks at him guiltily.)

DAWSON: Well...maybe...but I didn't find out anything good...

PACEY: (questioningly) Meaning...?

DAWSON: Meaning Joey is out on the town with another guy.

PACEY: What?

DAWSON: Yeah, remember that Anderson guy that was here a long time ago?

PACEY: (scratching his head) Ah, the multi-talented-musical prodigy-rich and good-looking-has kissed Joey-before-Anderson?

DAWSON: I see you remember him too. (Dawson falls onto his bed.)

INT.NEW YORK.MOVIE THEATER.NIGHT

Joey and Anderson are sitting towards the back of the theater. The lights are dark and the movie (The Truman Show)is playing. Jim Carrey is on screen, in the scene where he is talking to the girl he likes in the library. Anderson glances at Joey. Lightly, he sets his hand on hers, which is resting on the arm rest. Joey jumps slightly, and looks at Anderson. She quickly smiles, trying to cover the fact she's uncomfortable.

TRUMAN: (eyeing the girl's pin with a smile) I like your pin. (Shot switches to the pin, which is red and white, reading "How's It Going To End?") I was wondering that myself.

JOEY: (under her breath to herself.) Tell me about it. (Anderson looks at her.)

ANDERSON: (whispering) Did you say something?

JOEY: (shrugging and giving him a little smile.) Nope. (Anderson smiles back and turns his attention back to the movie. Joey's smiles falls from her face.)

CUT TO COMMERCIAL

EXT.NEW YORK.OBSERVATION DECK OF EMPIRE STATE BUILDING.9:30

Joey and Anderson walk out onto the deck from the souvenir shop. Joey shivers from the cold night air and rubs her arms, trying to get warm. Anderson offers her is jacket, but she declines. He drapes it over her shoulders none the less.

ANDERSON: (as Joey shakes her head no and starts to take it off) If I get you sick I think Jen might get pissed off. (Joey laughs a little and leaves the jacket on. She walks to the edge and looks out, putting her hands on the metal fence. She sighs.)

JOEY: The city looks so beautiful from up here. (The camera switches to a wide sweeping shot of the city, filled with twinkling lights and beautiful buildings against the black night sky.)

ANDERSON: I know. I love coming here. It's so peaceful. (Joey pulls the jacket tighter around her, and starts to walk away, noticing Anderson moving closer to her.) This has been a really nice night, Joey.

JOEY: Yeah...(she stops again, and looks up to the night sky. Her mind drifts off.)

ANDERSON: I was thinking, that if I *really* beg my parents, I could convince them to take us all up to Capeside, maybe next weekend.

JOEY: (she hadn't been paying attention) Huh? Did you say something?

ANDERSON: Um, I was asking you if it'd be okay for me to come visit you next weekend.

JOEY: (shaking her head) Oh, no...Anderson, I don't...I don't think that's a good idea.

ANDERSON: (taken aback) Oh...okay...is it..another *guy* or something?

JOEY: It's...it's really complicated. (Anderson just looks at her.) It's not another guy, it's...

ANDERSON: (a bit hurt) Then what is it?

JOEY: It's two other guys. (Anderson's jaw drops, very hurt.) That sounded *really* bad. Let me explain. You know how I was telling you about Pacey and Dawson?

ANDERSON: Yeah, they're your best friends...and...

JOEY: (turning away) I shouldn't have gone out with you tonight. You see, back home...there's...it's like...okay, forget explaining. Let me just sum it up. I was in love with Dawson, my best friend in the whole world for a *really* long time. Finally, I let it out into the open that I liked him, he kissed me, then a few days later he said he wasn't ready for a relationship and wanted to just be friends. Meanwhile, Pacey fell in love with *me* supposedly and he wants me to go out with him but I'm not over Dawson yet. So Pacey kissed me, Dawson saw, now Dawson can't handle that and wants a relationship with me *now*.

ANDERSON: (stunned) So...basically you have to decide between them.

JOEY: I guess I do.

ANDERSON: Well...I guess that leaves me...nowhere... (He is clearly hurt, and takes a step back from Joey. Her face becomes sad and she grabs his arm, pleadingly.)

JOEY: Anderson...Anderson, wait. I'm really sorry. I just-

ANDERSON: (angry) Do you *ever* tell the truth? Do you even know what the word *honesty* means? God! First you lie to me about *who you are*, and now this! (He starts to walk away.)

JOEY: (running after him.) Anderson! I never meant to hurt you! I just-

ANDERSON: Just what? Why should I believe anything you say? The first time, I mean, I thought it almost sort of *sweet* that you went through *all* that trouble because you wanted me to like you, but now it's *very* clear to me that you're just a *serial liar*! (He heads for the elevator. People have stopped, watching the scene as if unfolds.) I doubt you're even capable of telling the truth. Just go back to Capeside and choose between them-leave me out of it.

JOEY: Anderson! Wait! (He keeps going) Anderson, what if I choose neither? (He stops.)

ANDERSON: What?

JOEY: (walking towards him, she focuses soley on him as if no other people were around. She looks him straight in the eyes.) I said, what if I choose neither? What if I forgot all about them and fell for someone else?

ANDERSON: (quietly) Is this a *what if-hypothesis* sort of deal or are you being serious? (He meets her gaze. In reply, she brings her lips to his and they kiss. The shot rises to the starlit sky, then pans back down to reveal-

EXT.LEERY HOUSE.NIGHT

Dawson is sitting on the bench near the creek, alone. Mitch steps out onto the porch, squinting his eyes to see who is sitting down there. He realizes it's his son and slowly walks down to him. He sits next to him on the bench, laying a hand on Dawson's shoulder. Dawson looks at him.

DAWSON: Hey, Dad.

MITCH: Hi. Care to tell me why you've been out here all night?

DAWSON: (sighing) I don't want to talk about it.

MITCH: What's going on with you and Joey? Things starting to get complicated?

DAWSON: How do you know this is about me and Joey?

MITCH: (laughing) Well, after you not taking her calls for almost a week, then racing over to her house one morning like a bat out of hell...followed by *her* going off to New York City with a girl who was her *mortal enemy* awhile ago. You've been moping around the house and acting strangely...so, basically I put all these *barely* noticable and *unobvious* clues together to make one big picture. It took *a lot* of work to figure out, but...I did it. You going to tell me what happened or what?

DAWSON: (sighing) Let's just say...things went a little past *friendship* one night with her and Pacey...and I got upset about it...

MITCH: Ah, jealousy. Your mother told me about *your* little journey with Joey to the outer limits of friend-dom too...and the bumpy ride back...it's only natural you feel jealous, Dawson.

DAWSON: But this isn't...normal...Dad. I want to stay friends with her...but I can't handle seeing her with anyone else, especially with Pacey. At least I don't have to worry about *that* anymore. (Mitch raises his eyebrows questioningly) She ran into this...*guy* she used to know, in New York City. And not just any guy, the perfect, *rich* guy. Me *and* Pacey are definitely going to be out of the picture. (Dawson sort of slumps. Mitch sighs.)

MITCH: Look, Dawson...you have a responsibility here, okay? Girls are going to come, and they're going to go. But Joey is your best friend! You have to let her *live* her life! You told her you didn't want to go out, and you have to stick to that, no matter how you feel inside, okay? You owe her that much.

DAWSON: I know...

MITCH: It's going to be hard, obviously. But if you don't want to lose her friendship, you're going to have to deal with Joey finding another guy to go out with, whether it's Pacey Witter or the rich guy from New York. (Mitch pats his son's shoulder and walks away, leaving Dawson to think about what he said.)

EXT.LINDLEY HOUSE.NIGHT

Jen hears something outside, and peeks out her window. She looks down to the front porch and sees Joey and Anderson kissing. She smiles. Closeup of Anderson and Joey as Joey slowly breaks away.

JOEY: I...I better go inside. It's really late and the Lindleys are probably worried sick. (She smiles.) Thanks for tonight, Anderson. It was really nice. (Anderson smiles.)

ANDERSON: Any time. (he pauses) Does this mean I can come see you in Capeside?

JOEY: Any time. (They kiss again, then Anderson heads down to the limo, giddily. He turns and waves happily, and Joey waves back before going inside.) CUT TO COMMERCIAL

(SC)EXT.NEW YORK CITY

Shots of New York City set to Fuel by Ani DiFranco. Rockefeller Center, NBC building, St. Pactrick's Cathedral, city street crowded with taxis, Radio City Music Hall, Bloomingdales, FAO Schwartz. A plane takes off, and (SC) to

INT.JFK AIRPORT.NEXT DAY.MORNING

Joey stands off to the side as Jen hugs her parents. Maureen has tears running down her face. Jen rolls her eyes as she pulls away.

MAUREEN: Oh, Jennifer, we're so sorry we couldn't spend more time with you this weekend. Joey, you must think we're *terrible* hosts. (Joey shakes her head no with a smile.)

THOMAS: Yes, we're very disappointed we didn't to take you girls out to see the sights. We had plans we couldn't get out of.

JEN: It's okay, really. We have to go, or we're going to miss the flight. (Jen picks up her bag, and Joey follows suit.)

JOEY: Thanks for having me. I'm really grateful. (Maureen gives Joey a kiss on the cheek and Joey tries not to throw up.)

MAUREEN: Don't mention it, darling. You were an absolute delight as a house guest. Come back any time. (Jen is getting impatient.)

JEN: Mom, we really have to go. (She gestures for Joey to walk.)

MAUREEN: (as the girls walk away.) Call me when you get back to your grandmother's!

JEN: (waving) I will! Good bye! (Joey waves too. Maureen wipes her face, immediately stopping crying. She turns to her husband.)

MAUREEN: Thomas, I need to go shopping. (Thomas pats her shoulder comfortingly.)

JEN: (handing the stewardess her ticket.) Jo, I never thought I'd say this, but I'm really, *really* glad we're going back to Capeside. (Joey smiles.)

JOEY: So am I.

INT.JOEY'S HOUSE.LATER THAT DAY

Joey and Jen are in Joey's room. They are dressed in their hooker outfits, having a complete riot as they apply outrageous makeup. Joey elbows Jen out of the way to look in the mirror, and Jen laughs. Joey puts on bright red lipstick and then tugs her shirt down, making the neckline even lower.

JOEY: (in a raspy, fake, '50's movie star voice.) Do I look stunning, Jen dear?

JEN: (imitating Joey's voice) Absolutely *fabulous* darling. Beautiful. (Jen starts to put on blue eyeshadow.) Oh! One of us had better call Dawson and see if he's there. Hopefully, Pacey will be there too. (Jen hands Joey the phone. She tries to grab it with her free hand as she balances on one foot, trying to put on her leather boots. She breaks out laughing as she falls to the floor.)

JOEY: God, I can not *wait* to see their faces! (Jen starts to curl her eyelashes. She turns to Joey, her tightly curled hair bouncing.)

JEN: Am I sexy or am I *sexy*? (Joey laughs again, and start to dial Dawson's number. She tries to stop giggling as the phone rings. Dawson picks up, and the shot switches between them.)

DAWSON: Hello?

JOEY: Hi, I'm back!

DAWSON: (surprised, and tries to act normal) Welcome home!

JOEY: Is Pacey there? (Dawson is hurt, but hides it.)

DAWSON: Um...yeah.

JOEY: Great! Me and Jen are coming over. See ya in a few. (She hangs up.)

EXT.LEERY HOUSE.TEN MINUTES LATER

Joey eyes Dawson's window, and then the ladder.

JOEY: No way I'm climbing that ladder in heels. Front door. (She and Jen race to the front door. Joey lets herself in, much to Jen's surprise.)

JEN: You're allowed to do that? (Joey just laughs and they hurry up to Dawson's room.)

JOEY: You get Dawson, I'll take Pacey. This is going to be so hysterical.

INT.DAWSON'S ROOM.CONTINUOUS

Joey slowly opens his door. They're both sitting on the floor, talking. They look up as Jen and Joey walk in. Both Dawson and Pacey jump, stunned. They stand up quickly, their eyes wide. Joey tosses her hair and eyes Pacey.

DAWSON: *Joey*? What the hell-

PACEY: What *happened* to you guys?

JEN: (walking up to Dawson and running her hands up his chest) Well you know what New York does to young girls...

JOEY: (moving close to Pacey, she starts to use her movie star voice again) We're sexually liberated...what do you say, Pace, you, me...right here, right now? (Pacey backs up, scared.)

PACEY: Jo, are you okay? (He trips and falls onto the bed. Joey starts to lay down but he quickly rolls off onto the floor) What is *wrong* with you two?

JOEY: What makes you say anything is *wrong*? Come on, Pacey, don't you *want* to?

JEN: Come on, Dawson... (She unbuttons the top button on his shirt and runs her hand through his hair. Dawson pushes her away.)

DAWSON: Are you guys *crazy*? (Joey puts her foot on Dawson's desk and starts to fix her fishnet stockings, running her hands up and down her legs.) What's the matter with you?

JOEY: (moving towards Dawson, she wraps her arms around him) Nothing's the matter... (She brushes her lips against his. Dawson almost reacts to this, his own arms pulling her closer. She looks at him intensely, then suddenly she bursts out laughing, as does Jen.) I can't believe...I can't...!

JEN: You should have *seen* the looks on your faces. We were *so* right, Joey. Totally classic.

DAWSON: (angry) I can't believe you two!

PACEY: (laughing) This was a joke? Oh, good one, guys! You both had me *totally* freaking out!

JEN: Pace, I wish we had a video camera to show you what you acted like when Joey came onto you. Dawson's was unbelievably capricious.

DAWSON: You two are *sick*. Plain old sick, do you know that?

JOEY: We enjoy it, really.

PACEY: (laughing, and looking at Dawson.) Oh come on, Dawson, you have to admit it was a good joke. I mean, Joey, when I saw you two, especially *you*, it was *scary*. To see you dressed like that-it's so unlike you.

JEN: (taking offense) Are you saying I'm more *believable* as a hooker than Joey?

PACEY: (laughing) No, that's not what I meant. I just meant that for Joey to ever be a prostitute or *anything* of that nature is completely unlikely.

JEN: (whacking him with her black vinyl bag) And you think it's more likely for *me* to be one?

PACEY:*No*, I-

DAWSON: Pacey, open mouth, insert foot.

PACEY: Okay, *both* you and Joey *equally* freaked me out, okay?

JEN: Fine. (She opens the bedroom door.) I'm going to the bathroom to take this makeup off. It's making my skin itch. (She trounces out, throwing Pacey a dirty look, jokingly. Pacey plops onto the ground. He playfully pulls Joey down onto his lap. She shrieks.)

PACEY: So, Jo, how was New York? (She laughs and squirms out of his grasp, thunking onto the floor beside him.) Do anything fun? Well, besides standing on street corners and breaking laws.

JOEY: (getting up and taking a tissue off Dawson's dresser, and wiping off her lipstick.) Well, I met a couple of Jen's old friends. (she rolls her eyes) *Total* jerks. Jen told them off. *That* was fun. We went shopping, bought these outfits..went to this *really* boring party with all these stuck up business people, but I ran into Anderson and he took me out to a movie last night. (This sentence just comes out naturally, she wasn't thinking. She immediately stops talking, realizing she shouldn't have said that.)

DAWSON: (biting his lip, trying to follow his father's advice.) Anderson, huh?

JOEY: (looking at both her friends nervously) Um...yeah...

DAWSON: (with obvious fake enthusiasm.) Well, that's great!

JOEY: (confused) It is?

DAWSON: Yeah...I mean, Jo, I shouldn't have said those things that morning before you left. I was just being stupid and idiotic. I said we were going to be friends, and you know, I should really stop crossing my signals. Whatever you do...it's *completely* up to you and I promise I will *not* interfere anymore. (Joey looks surprised, as does Pacey.)

PACEY: Dawson, what's gotten into you? Before, you were-

DAWSON: I know, but I've come to certain...*realizations* since then.

JOEY: So...you *really* mean that. You don't want anything *more*? You're not going to *flip* out when Anderson comes here next weekend?

PACEY: (alarmed, he stands up) He's coming here next weekend?

JOEY: (shrugging) Yeah...that's what he said he was going to do. (Pacey is obviously hurt, and he backs away, towards the door.) Pace, please try to understand. I...

PACEY: Understand *what*? There's nothing to *understand* here.

JOEY: Pacey! What am I supposed to do? I go out with Dawson, I lose you. I go out with you, I lose Dawson! I can't win! I can't have it both ways!

PACEY: And if you go out with Anderson, you *can*, right?

JOEY: I...

PACEY: You know, Jo, I thought you were different. Well let me tell you *one* thing before I leave this house and never talk to you again. You *can't* have it both ways, all right? *I* am not willing to sit here, and pretend to *not* be *bothered* by *you* running around with some rich, yuppie *snob* from New York City! (He looks at Dawson.) See, Dawson, you're a good actor. You can pull this whole thing off. Unfortunately, I can *not* sit here and pretend everything is fine. I don't bend that way. (He walks out into the hall and runs down the stairs.)

JOEY: (starting to cry) Pacey, wait! (She hears the front door slam. Joey sinks to the floor, sobbing. Jen comes out of the bathroom, stunned. Dawson looks at Joey, not sure what to do.)

JEN: What's going on? (She races to Joey and takes her in her arms. Dawson watches, not able to deal with the situation.) Joey, what's wrong? (Joey keeps crying. Jen glances at Dawson but he looks away. Shot draws back to show Dawson's entire room, Joey and Jen on the floor and Dawson standing off to the side.)

END

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