Note from Laura: Sorry this took me so long to write, but I had a major case of writer's block when it came to the story. I hope you like it...actually, I'm *praying* you like it, so please e-mail me if you do!

Rating: R

INT.DAWSON'S ROOM.NIGHT.WEEK LATER

The room is dark except for the glow of the television screen. Joey and Dawson are laying on his bed, both looking bored. Joey yawns loudly, and Dawson glances her way, a bit hurt.

DAWSON: Geez, don't attempt to at least *act* interested.

JOEY: Sorry, Dawson, but you have to admit, the movie pretty much sucks.

DAWSON: Does not.

JOEY: Dawson.

DAWSON: (sighing) Okay, so maybe The Conformist isn't the most...*interesting* foreign film of all time.

JOEY: The word foreign pretty much translates into boredom, Dawson.

DAWSON: I don't know, I think subtitles kind of make things more interesting.

JOEY: If I wanted to read, I'd pick up a book.

DAWSON: Fine, stick with your stubborn opinion. I personally don't think this movie is that bad. (Joey takes the remote and stops it.) Hey!

JOEY: I vote for a drastic change in Movie Night. Instead of Orpheus and Pierrot la Fou, how about we revert to something mindless? Say...Ace Ventura, Pet Detective.

DAWSON: You can't be serious.

JOEY: I am. You can't get any more mindless than that, can you?

DAWSON: (smiling) We could watch the sequel?

JOEY: Good idea. (She jumps up and ejects the movie from the VCR, and puts it back into the case. She grabs her jacket from the desk chair and heads to the window.) I'll run down to the video store and pick it up.

DAWSON: Joey!

JOEY: I'll be back before you know it, okay, Dawson? (Dawson looks at her.)

DAWSON: (raising his eyebrows) Is Pacey working tonight? (Joey laughs.)

JOEY: Come on, Dawson, you know that has nothing to do with it. (Dawson raises an eyebrow.) You think I can't spend a night without seeing Pacey? (Dawson nods. Joey rolls her eyes and climbs out the window) I'll be back soon, Dawson. (Dawson shakes his head and turns on his bedroom light.)

CUT TO OPENING CREDITS/THEME

EXT.LEERY HOUSE.NEXT DAY.AFTERNOON

Jen and Dawson are walking up the front path to his house. Dawson seems sad, while on the other hand Jen is completely thrilled.

JEN: So, it's the movies tonight, me and John. And a couple of his friends or something.

DAWSON: This is actually, happening then, huh? You and John? As an item?

JEN: Yeah, why do you sound so surprised?

DAWSON: I didn't mean it like that, I just...well, it was just something to say. (Dawson smiles at Jen.) I'm really happy for you. I know it's what you wanted.

JEN: I know. (She smiles contentedly, then looks at him, as they walk onto the steps of his porch. She sits on the down on the top step.) So what's up with you and Chris? I mean, any change since the dance?

DAWSON: (looking at his hands.) No...complete and utter avoidance. Every time I see her...well, needless to say she always has somewhere she's going, something she has to do...I can't even get her to look at me. She says we're fine, you know. It was just one stupid date and she never really liked me in that way anyway.

JEN: But you and I both know that it's not the truth.

DAWSON: Yeah...and the thing that gets me is, I don't know what to do about it now. Because I'd like to have a chance with Chris, but I think I've already screwed things up far too much. She's not going to give me one. (Jen nudges him, and gives him a reassuring smile.)

JEN: Don't worry, she'll come around. (Dawson nods.) I mean, if I can get a date with John Young...who knows what can happen? (They both smile at one another. Dawson says good-bye and goes into the house Jen gets up and heads toward her own house.)

INT.POTTER HOUSE.JOEY'S BEDROOM.AFTERNOON

(OL OVER NEXT 6 SCENES) Nobody's Supposed to be Here by Deborah Cox. Joey and Pacey are sitting on her bed, doing homework. Although Pacey doesn't seem to be concentrating on his math at all. He stares at Joey, many things crossing his mind. Joey feels his eyes on her and looks up from her own work. She smiles suspiciously.

JOEY: What?

PACEY: Nothing.

JOEY: Why are you looking at me? (Pacey closes his math book and moves over closer to her.)

PACEY: Since when can't a guy sit back and purely admire his girlfriend? (Joey blushes despite her obvious efforts to glare at him. Pacey leans in toward her.) There's nothing shameful about that, is there?

JOEY: (as he brushes his lips against hers.) No, I guess not... (Pacey deepens the kiss quickly. He draws Joey slightly onto his lap. She nudges closer, wrapping her arms around his neck. His tongue searches the entirety of her mouth. The sound of heavy, labored breathing is soon the only sound in the room. Joey sighs with pleasure as Pacey leans closer, pressing her back onto the bed. Their school books, pencils and papers slide off onto the floor, but neither care. Their kisses grow more urgent as Pacey climbs on top of Joey, his hands in her hair.) Pacey... (Pacey stops, drawing away slightly.)

PACEY: Yeah? (Joey smiles, and pulls a notebook out from underneath her and tosses it aside. Then she grabs his shirt collar and pulls him back down to her. Some more papers fall to the floor while their kisses reach a new level of intensity. Pacey's hands slip underneath Joey's shirt, caressing her warm, flat stomach. Realizing that she's making no move to stop him, he slowly begins to unbutton her shirt. Joey responds by reaching up and tugging at the top button of his shirt. Finally getting her shirt open, Pacey draws away for a second to lift his own shirt over his head. Quickly, he returns to kissing her, his lips searing the way down to her neck. Joey lets out another deep sigh and runs her hands down Pacey's chest.)

INT.LEERY HOUSE.KITCHEN.SIMULTANEOUS

Dawson comes bounding down the stairs, holding the keys to the motorboat in his hand. Mitch is sitting at the kitchen table, reading the paper. Dawson pauses.

DAWSON: Hey, Dad?

MITCH: Yeah, Dawson?

DAWSON: I'm gonna run over to Joey's house real quick. I forgot that she has my Spanish notebook. I'll be back in like, 20 minutes. Is that okay?

MITCH: Yep, have fun. (Dawson is already out the door.)

INT.POTTER HOUSE.JOEY'S ROOM.FIVE MINUTES LATER

Joey and Pacey are still making out, heavily. Both their shirts are on the floor among their scattered school assignments. Joey's on top of Pacey now, kissing him with unbound passion. The house is still deathly quiet. A noise can be heard from downstairs, like a screen door opening then closing. Neither of them notice.

INT.POTTER HOUSE.KITCHEN.CONTINUOUS

Bessie walks into the house, reading her mail. She doesn't even know Joey's home. Tossing the mail onto the counter, she heads to the bathroom.

EXT.JOEY'S HOUSE.FIVE MINUTES LATER

Dawson climbs out of his boat and walks up the dock toward Joey's front door. He's about to tap on the doorframe when the door opens and Bessie steps out. She looks at him with a surprised smile.

BESSIE: Dawson! Hi!

DAWSON: Hey, Bessie, is Joey home? (Bessie shrugs.)

BESSIE: I honestly don't even know. I just stopped home for a second before I had to go pick up Alex from the sitters...tell you what-just go on in and check, she's probably in her room or something.

DAWSON: Okay, thanks.

BESSIE: No problem. (Bessie looks at her watch.) Listen, Dawson, I've gotta run, so can you just lock the door on your way out if Jo's not around? Thanks, sweetie. (She kisses Dawson on the cheek and hurries toward her truck. Dawson opens the door and goes inside.)

INT.POTTER HOUSE.JOEY'S ROOM.CONTINUOUS

Pacey slips his hands up Joey's back, working on the fastener of her bra. Unhooking it, he rolls over again. Joey giggles as he lands on top of her. Smiling, they return to their kissing, their lips eagerly meeting again and again. Suddenly, Joey's bedroom door opens and Dawson steps in. Startled, Pacey and Joey fall off the bed and onto the floor. Their mouths fall open in surprise, as does Dawson's. Joey quickly hooks her bra, scrambling to find her shirt.

PACEY: Dawson!

DAWSON: (shocked) Um...I, uh...(he turns away, then looks back.) Oh...um, I'll...come back later. (Joey slips her shirt over her shoulders and smoothes her hair as Pacey grabs his shirt from the floor.)

JOEY: Um...no, Dawson, don't do that, we were uh- (She nervously buttons her shirt quickly, her face turning red.)

PACEY: We were...just finishing up...right, Jo? (He snatches his backpack and takes his math book from the pile on the floor, and lifts up some other papers to find his notebook. Tossing them into his bag, he looks from Dawson to Joey.) I'll call you later, Jo. (He kisses her once, then stands up straight and takes a deep breath, surveying the situation.) Okay, well, I'll see you. (He heads for the door, patting Dawson's shoulder as he passes by.) Bye, Dawson. (Dawson barely manages to say good-bye. He looks at Joey, embarrassed. Joey gives him a small, mortified smile and self-consciously runs her hands through her hair. She stands up from the bed, sticking her hands in her pockets nervously.)

DAWSON: So...I, uh...I'm sorry, Joey...I didn't mean to-

JOEY: (frazzled) No, no, it's okay, Dawson...um...what is it that you said you wanted again?

DAWSON: Actually, I didn't say I wanted anything yet. (Joey nods.)

JOEY: Oh, oh...right. So....

DAWSON: I just...came over because you have my Spanish notebook. And I sort of need it. Bessie let me in to uh...see if you were here...she was just on her way out, so...I just came up here...and, oh, boy, I'm rambling, aren't I? (Joey moves around some of the papers on the floor, lifting out a blue notebook. She walks to Dawson and hands it to him.)

JOEY: Yeah, Dawson, you are. Here, this is it, right? (Dawson looks at it and nods.)

DAWSON: Yep! Here it is. So...I'll see you tomorrow then. (He quickly steps back out into the hallway.)

JOEY: Yeah, see ya. (She watches him walk down the stairs, then shuts the door. Leaning against it, she lets out a long, deep breath and glances down at her shirt, which she realizes she's buttoned up wrong. She laughs exasperatedly and walks back to her messed up stack of schoolwork that is scattered all over the rug.)

INT.CAPESIDE HIGH.HALLWAY.NEXT MORNING

Dawson is at his locker, looking less than thrilled. Pacey is standing next to him, a bit frustrated.

PACEY: So, okay, Dawson, how long is it going to be before you can look me and Joey in the eye again?

DAWSON: Probably as soon as I get the image of you two rolling around in the sheets out of my mind.

PACEY: We were *not* rolling around in the sheets, Dawson. I mean, you just walked in on a harmless make-out session-

DAWSON: With your shirts off?

PACEY: Harmless but very *intense* make-out session that would have eventually had to end sooner rather than later, okay? No one needs to be embarrassed about this, it was just a...*happen-chance* thing that you *happened* to have walked in on...

DAWSON: Pacey, it's okay, really, all right? It was just sort of...shocking, to witness. I'll be fine. I won't be *scarred* for life or anything.

PACEY: Yeah, I guess after walking in on your parents humping the coffee table, you're prepared for anything, huh, champ? (He smiles devilishly and pats Dawson's shoulder with a laugh. Dawson whacks his arm.)

DAWSON: So *not* funny, Pacey! (Dawson shuts his locker and walks down the hall, leaving a laughing Pacey behind him. Someone taps Pacey on the shoulder from behind, and he whirls around.)

PACEY: Johosaphat, it's Josephine! (Joey eyes him weirdly and puts her hand on his forehead.)

JOEY: Pacey, you seriously need to stop the crack.

PACEY: Oh, Joey, come on! You know I don't do crack anymore. I do LSD. (Joey slaps her forehead.)

JOEY: Oh, right...I almost forgot.

PACEY: (punching her in the arm) You have to remember these things.

JOEY: Next time, I'll take notes. (She leans upward and kisses him lightly.) What were you and Dawson talking about?

PACEY: Oh, the usual. I was telling him about the hot and passionate love tryst he walked in on yesterday, in full detail.

JOEY: Pacey!

PACEY: He was a little freaked. So I told him at least we weren't on a coffee table like his parents.

JOEY: (laughing in disbelief.) Don't tell me you walked in on-

PACEY: Yeah, big time. Mr. Man-meat.

JOEY: Well, that's not as bad as the time I caught them doing it on the floor of the basement.

PACEY: *That* had to be an experience.

JOEY: Yeah, considering that I was only 8 at the time and had no idea what they were doing! You should have seen Mrs. Leery try to explain it. It was hysterical. (Pacey joins her in laughter as she stops by her own locker. Pacey opens it.)

PACEY: Let's hope you understand the concept by now, though. (Joey smiles.)

JOEY: (eyeing him) Believe me, I fully understand it. In fact, I was thinking- (Joey is interrupted when Jen walks up to them, smiling.)

JEN: Hey Pace, hey Joey...(she hands Joey a piece of paper. Joey looks at it strangely.) It's an invitation.

JOEY: (reading it) To a *slumber party*?

JEN: (embarrassed) I know, I know, it's totally sixth grade. But...I've never actually had a slumber party before...so I figured...now was as good of a time as any. (Joey smiles faintly.)

JOEY: I've actually had a slumber party either, so I'm with you there. (Pacey wraps his arms around her.)

PACEY: Well, unless you count last weekend when we had that little party- (Joey elbows him in the stomach.)

JOEY: (to Jen) He's kidding. (to Pacey) Pervert.

PACEY: Prude.

JOEY: Idiot.

PACEY: (kissing her on the cheek.) I've gotta get to class. I love ya. (He bounces past and goes down the hall. Now Jen looks at Joey strangely.)

JOEY: What?

JEN: You two have to have *the* strangest relationship I have ever come across in my life. (Joey shrugs.) When you're not insulting each other, you're making out. I've never heard of it.

JOEY: (shutting her locker) Well, now you have. Besides, arguing with him turns me on. (Jen laughs.)

JEN: You know, I have never heard you talk so incredibly insanely before. (Joey smiles evilly.)

JOEY: Sorry. Just getting prepared for that late-night game of truth or dare we're sure to play at your *slumber party.* (she looks at the invitation.) Friday night, huh?

JEN: Yeah, my Grams is out of town. It's gonna be great.

JOEY: Yep. Nothing like regressing for a while. I'll be there.

JEN: Good. (Joey waves good-bye and disappears into class. Jen looks after her for a minute, wondering where the sullen, cynical Joey Potter went for the day.)

CUT TO COMMERCIAL

INT.RYAN HOUSE.JEN'S BEDROOM.AFTERNOON

Jen is cleaning her bedroom, and Mrs. Ryan walks in and stops, surprised. Jen finishes pulling some junk out from underneath her bed and looks up at her grandmother.

GRAMS: Why, Jennifer, you're cleaning your room?

JEN: Yeah, I think I have the spring cleaning bug.

GRAMS: Well, that's wonderful. Very mature of you to start taking care of your belongings. (Jen just smiles and starts cleaning again, hoping Grams will leave. Grams sits down on Jen's bed.) Now, I want you to listen to me for a minute.

JEN: Listening.

GRAMS: While I'm at this church revival this weekend, I don't want any...parties or anything of that nature going on over here. I called Mrs. Leery next door, and she will be reporting any goings-on or anything out of the ordinary, so I expect you to be on your best behavior, Jennifer. This is a big responsibility, staying here alone.

JEN: Grams, I'm 16. I can handle staying here alone for two days.

GRAMS: Can you really? I'm not so sure, with all of your wild parties in the past.

JEN: That was New York, Grams. I'm different now. (Grams looks at her, doubtful, then gets up.)

GRAMS: I'll let you get back to your cleaning. (She walks out of the room. Jen rolls her eyes and sighs, exasperated. She pulls a photo of her grandmother from the mess underneath her bed and shoves it into the garbage bag she has in the middle of the room with a disgusted grunt.)

INT.WITTER HOUSE.PACEY'S BEDROOM.AFTERNOON

Joey is sitting on the floor, studying intently. Pacey is laying on his bed, staring off into space. Bored, he maneuvers around so his head is hanging off the side of the bed.

PACEY: You know, the world looks so much more interesting upside down. (Joey looks up from her reading.)

JOEY: Does it.

PACEY: I'm serious. Except for the feeling of all the blood rushing to your head, this is actually quite fun.

JOEY: I have to say, you are just the strangest person I've ever known.

PACEY: Why thank you. (he pats the empty space on his bed next to him, not lifting his head.) Come on, try it out. (Joey shakes her head no.) Joey... (She sighs and gets up.)

JOEY: Fine. (She falls down onto the bed next to him. After a few seconds, she sits up.) Wow. Enthralling. Back to history notes. (Joey starts to get up, but Pacey sits up and pulls her back to him.)

PACEY: We could make history right now, you know. (Joey blushes.)

JOEY: We have to stop agreeing to study together after school. This is not working.

PACEY: (kissing her) I say it's working rather well. Best study conditions I've ever been in. (Joey kisses him back for a while, then gets up.)

JOEY: Seriously, there's that huge test in two days. I have to know this stuff. You should be studying too. (She sits back down on the floor, opening up her book. The room is silent for a few minutes. Pacey is just laying on his bed, staring at her. Joey looks at him.) Pacey. *Study*.

PACEY: I am studying. (Joey glares at him.)

JOEY: What are you studying?

PACEY: I was studying the way you play with your hair when you're reading. It's quite attractive. (Joey rolls her eyes and gets up. He sits up and she kisses him, crawling onto the bed.)

JOEY: Tomorrow, we're going to study, got it? (Pacey smiles and leans back as they kiss.)

PACEY: Got it.

EXT.CAPESIDE CAFE.AFTERNOON

Dawson is walking down the street, looking lonely and forlorn. He looks in the window of the café by happen-chance, and sees Chris sitting inside, by herself. He goes inside.

INT.CAPESIDE CAFE.CONTINUOUS

(OL) I'll Stick Around by the Foo Fighters. Dawson walks in, the bell above the door ringing as he enters. Chris looks up, startled from her thoughts. She realizes it's Dawson and starts gathering her things, wanting to leave before he sees her. He heads right over to her, stopping by the empty seat across from her. She lets her jacket fall back down onto the floor.

DAWSON: Hey, Chris. Can I sit here? (She looks around the room nervously.)

CHRIS: Um...yeah, I guess so. (She stares down into her coffee cup.)

DAWSON: What are you drinking?

CHRIS: French vanilla cappuccino. Actually, I was just about to leave, so... (she starts to get up, but Dawson grabs her hand.)

DAWSON: Chris, can we just talk for a minute? I'm sorry about the dance. I know I wasn't much of a date.

CHRIS: A date...oh, is that what that was...? (She looks at Dawson's hurt expression and feels bad.) Sorry...I didn't mean to...

DAWSON: No, you're right. (Chris looks at him.) Just please sit down? (Chris ponders her options for a minute, then slowly takes her seat.)

CHRIS: So...what do you want to talk about? (Dawson takes a deep breath, ready to tell her everything.)

INT.RYAN HOUSE.JEN'S BEDROOM.AFTERNOON

Jen opens up her desk drawer and pulls out a small address book. She flips to the letter M and searches the page for a name. Abby Morgan. Picking up the phone, she carefully dials the number. The phone rings a couple of times, then someone picks up.

ABBY: (OS) Hello?

JEN: Hi, Abby? This is Jen.

ABBY: (OS) Excuse me?

JEN: Jen. Lindley?

ABBY: (OS) Jen Lindley? What do you want?

INT.MORGAN HOUSE.KITCHEN.CONTINUOUS

Abby looks around the room, surprised at Jen calling her.

JEN: (OS) Um...well, actually, I'm having this get-together, on Friday night.

ABBY: (interested) Like, a party?

JEN: (OS) No, not exactly.

ABBY: (snottily) Not exactly? What are you, Hertz's competitors? How can you "not exactly" be having a party?

JEN: (OS) Well...it's sort of, like, a sleepover.

ABBY: A sleepover. You've got to be kidding me.

INT.JEN'S BEDROOM.CONTINUOUS

JEN: (really embarrassed) Well...I know it sounds stupid...and childish...but it's more like a night of female bonding...you know, a night minus the guys? So we can trash them all?

ABBY: (OS) A...slumber party...that is *the* stupidest thing I've ever heard.

JEN: You know what? Forget it. I knew I shouldn't have asked you. I was just trying to be nice.

ABBY: (OS) You think inviting me to a sleepover is being *nice*?

JEN: (disgusted) Nevermind. I'll see you around. (she goes to hang up.)

INT.MORGAN HOUSE.KITCHEN.CONTINUOUS

ABBY: (looking frantic) Wait, Jen!

JEN: (OS) What?

ABBY: When is it?

INT.JEN'S BEDROOM.CONTINOUS

Jen stares at the phone for a minute, taken by complete and total surprise.

(SC) INT.WITTER HOUSE.PACEY'S BEDROOM

Pacey and Joey are still kissing passionately on his bed. Joey pulls away, setting her hand on Pacey's chest as she looks up at him.

JOEY: Hey, Pacey?

PACEY: Hey, yourself. (He smiles down at her. She fiddles with one of the buttons on his shirt.)

JOEY: What do you like best about me?

PACEY: (laughing) What do I like best about you?

JOEY: Yes, what do you like about me? Like, what makes you want to go out with me?

PACEY: Why?

JOEY: Merely curious. (She smiles shyly, and Pacey grins back.)

PACEY: Okay...well, you're intelligent, smart, witty, not to mention beautiful. (He kisses her lightly on the right cheek, then the left.) You make me feel special. (He kisses her forehead.) There's tons of other things I won't even start to talk about, too. (He looks into her eyes, and she blushes and looks down a little.) Now, now, Josephine, don't get all embarrassed, you asked me to tell you. (Pacey wraps his arms around her waist and pulls her close to him. Joey giggles.)

JOEY: There's *other* things too? (She looks at him slyly.) Like what? (Pacey leans close and kisses her.)

PACEY: Well for starters, you're a great kisser... (He trails down to her neck, and she sighs happily.)

JOEY: Keep going... (Pacey breaks away for a minute, whispering something into her ear. She looks at him, surprised but pleased.) Pacey!

PACEY: It's true! (They both laugh lightly and start kissing again. Things progress much more quickly this time ; both their shirts find their way off their bodies in a matter of seconds. Pacey's fingers briskly work the front clasp of Joey's bra open, and he pushes the straps off her shoulders. She just responds by kissing him even harder. They continue to make out for awhile longer, growing more intense with every passing second. Neither of them show any sign of slowing down. Soon, Pacey's hands find their way down to the zipper of Joey's jeans, his fingers running along the waistband slowly before starting to unfasten the top button of her pants. At first, Joey doesn't stop him, but as he pulls down her zipper, she suddenly freezes. Pacey feels her muscles tighten underneath him and stops.) Jo, you want to stop? (Joey looks at him ; she looks petrified. Pacey pulls away slightly, and Joey quickly grabs her shirt and throws it on. Uncomfortable, she looks around the room, not remembering to grab her bra from beside Pacey's bed before staggering toward the door.)

JOEY: I...I have to go.

PACEY: (disbelieving) What? Joey, please don't -

JOEY: I...I just remembered I have to do something.

PACEY: Joey, don't go. I didn't mean to-

JOEY: (stumbling, not looking at him) I'll...I'll see you tomorrow. (She races out. Pacey stands there for a minute, stunned as the actuality of what just transpired hits him like a ton of bricks. He runs out after her, but she's already out the front door. He runs to the front porch, watching as she flees down the path toward the creek.)

PACEY: Joey! (She hears him, but keeps going. Doug comes out of the kitchen, looking at his younger brother standing on the porch.)

DOUG: What the hell is going on? (Pacey looks at him, and simply stalks past him, back to his bedroom. He slams the door behind him.)

CUT TO COMMERCIAL

(FI) EXT.LEERY HOUSE.LATE AFTERNOON

Dawson and Chris are slowly walking up the road toward Dawson's house. They both look happily engaged in their conversation.

CHRIS: So, Amblin' was the name of Spielberg's first real movie? I thought it was Sugarland Express.

DAWSON: Well, it was. But Amblin' was this twenty-six minute short film he did that caught everyone's attention, and got him the job as the director of Sugarland Express. But that's where Amblin Entertainment comes from.

CHRIS: I never knew that.

DAWSON: (laughing) Hey, you learn something new every day.

CHRIS: (thoughtfully) Yeah, I guess you do. (They smile at each other for a minute.)

DAWSON: So...am I safe to assume that you sort of don't hate my guts anymore? (Chris laughs.)

CHRIS: I never...*hated* your guts. I was just mad. (she smiles.) I understand it all now though...I know that going out on your first date after breaking up with someone is sort of...strange.

DAWSON: Yeah...it can. But Chris, I really like you. I just hope my stupidity didn't mess things up for me.

CHRIS: (blushing) No...no, you didn't. I think I might've...over-reacted a little. I tend to get emotional. We're all okay now, I promise you. (Dawson smiles, looking a lot like he did when he saw Jen for the first time last summer.)

DAWSON: Good...then...may I perhaps interest you in going to the movies on Friday night? (Chris smiles, then her face falls.)

CHRIS: Oh...I'd love to-

DAWSON: (happily) Well, great then! I'll-

CHRIS: (sighing) But I have this sleepover thing at Jen's....

DAWSON: *Sleep-over*?

CHRIS: Yeah...but-

DAWSON: Well, we could go tonight, if you want.

CHRIS: (smiling) Um, sure. That sounds...really nice. (Dawson nods.)

DAWSON: Great. I'll...pick you up around 8?

CHRIS: Okay...

DAWSON: So...

CHRIS: I'll see you then? (Dawson nods.)

DAWSON: Yep. See you then. (Chris turns to walk home, and Dawson heads into his house.)

INT.LEERY HOUSE.CONTINUOUS

Dawson bounces in the front door and hurries to the stairs.

DAWSON: Yes, yes, yes! (Mitch, who was in the kitchen, comes into the living room.)

MITCH: "Yes, yes, yes" what?

DAWSON: I, Dawson Leery, have an official date tonight, with a girl I thought would never talk to me again?

MITCH: Well...that's good.

DAWSON: Yes, it is. This is her, Dad.

MITCH: Her, who?

DAWSON: The girl who's going to make me get over Joey. Hopefully. (He smiles and races upstairs. Mitch laughs lightly and heads back into the kitchen.)

INT.DAWSON'S BEDROOM.CONTINUOUS

Dawson enters his room, floating on air. He opens his closet door and jumps back, surprised. Joey's sitting on the floor, crying.

DAWSON: Joey? (she looks up at him, startled.) Joey, what's the matter? (She doesn't reply, she just climbs out of the closet and takes a seat on his window seat. Dawson hurries to her, wrapping his arms around her.) Is it something at home? (Joey doesn't reply.) Is it Pacey? (Joey manages to nod, her head buried in his shoulder.) What happened? (Dawson pulls away slightly, looking at Joey.)

JOEY: I...I don't want to talk about it.

DAWSON: Did you two have a fight?

JOEY: (trying to stop herself from crying.) No, nothing like that. I just...(She gets up, uncomfortable.) I'm sorry, I shouldn't have come here, Dawson. You probably don't want to hear about this. (Dawson takes her in his arms again, brushing the tears away from her cheeks and giving her a comforting smile.)

DAWSON: You don't have to tell me if you don't want to, Jo, but no matter what's going on I'm going to be here for you, all right? You can talk to me about anything.

JOEY: Even if it's about sex? (She looks up at him. He's a bit surprised, but he tries not to show it. Backing away ever so slightly, he tries to act normal.)

DAWSON: Sex? Sure...we can talk about that. Why...is that an issue with you two?

JOEY: (unsurely) We were studying today...and let's just say we got into a similar situation as the...as the one you walked in on before.

DAWSON: Oh.

JOEY: Except this time things went a little farther...

DAWSON: (alarmed) How...how much farther?

JOEY: Not...not that far...but close, Dawson. And I...I just can't...

DAWSON: Joey, is Pacey pressuring you to-

JOEY: (defensively) No! No, not at all. That's not even it. I *want* to, Dawson. I want to so bad. (Dawson's confused.)

DAWSON: (slowly) Then...what's the problem...?

JOEY: (not looking at Dawson) Today...we were on his bed...and...we were making out...

DAWSON: (quickly) Let's not get too graphic, please.

JOEY: (pulling away) Are you sure you're okay with hearing this, Dawson? This is so weird.

DAWSON: No, Joey, tell me. I want to help.

JOEY: Okay...so...um, let's just say we were getting pretty heavy...and then...I just freaked out.

DAWSON: Explain.

JOEY: I froze up. I just...I just...ran out of there like a bat out of hell. I even accidentally left my bra there. (She crosses her arms in front of her chest, embarrassed. Dawson gets an awkward look on his face.)

DAWSON: (looking away) Oh. So...you *left* it...uh, so I guess you were *really* close to-

JOEY: (turning red) I knew I shouldn't have brought this up. Maybe I should go home... (She gets up and heads to the window. Dawson stops her.)

DAWSON: Have you talked to Pacey about all this? About being scared?

JOEY: Who said I was scared? (They both look at each other.) And no, I didn't talk to him. I told you, I just bolted. No explanation.

DAWSON: You should call him and tell him why you ran away, Joey. He's probably confused as hell.

JOEY: (frustrated) Well, so am I! My mind is pulling me one way and my heart is taking me in a completely different direction! (Joey sighs.) I need time to sort things out before we...have *the* talk. (Dawson looks at her for a minute.)

DAWSON: (pulling her back to her spot on the side of the bed, then taking his as he grabs the remote.) Come on, Joey. We'll have an emergency movie night. (Joey smiles.)

JOEY: Emergency movie night? (Dawson nods.)

DAWSON: I think we even have some cookie-dough ice cream in the freezer. (He pats her leg.) I'll go get it. Be right back. (He gets up and walks to the door.)

EXT.CAPESIDE.RIALTO.NIGHT

Jen walks up the sidewalk somewhat insecurely. She's wearing a tight pair of black pants and a nice, short-sleeved, blue top; she looks fashionable and pretty but not obviously "dressed up." The line outside the theater is pretty long already. She surveys the crowd for John, but doesn't see him. In the background, Chris is standing, alone, waiting for Dawson to show up. Jen's so intent on finding John that she doesn't see her.

JEN: Where is...

JOHN: (OS) Hey, Jen! (Jen whirls around, a bit startled. John's car pulls alongside the curb. He leans out the window and calls to her. There are at least seven other people jammed into the car, all being noisy and a little on the drunk side. Nevertheless, Jen smiles at the sight of him.)

JEN: John! Hi!

JOHN: Listen, there's this thing going on over at Krupski's.

JEN: A...thing?

JOHN: Yeah, like this party. You wanna come? (Jen looks a little unsure. She glances toward the movie theater.)

JEN: What about the movie?

JOHN: We can go some other time, if you want. What do you say? (Jen smiles, a bit giddily and a bit nervously.)

JEN: Sure... (She walks over to the passenger's side of the car and squeezes in.)

INT.DAWSON'S BEDROOM.NIGHT

Joey and Dawson are sleeping peacefully next to one another. It's only 10 o'clock. There's an empty container of cookie-dough ice-cream on the floor, and the end of E.T. is blaring on the TV screen. Gail slowly creaks open Dawson's bedroom door, and smiles as she sees the sleeping pair. She quietly walks in and switches off the TV, then takes Dawson's blanket and covers them both up. Then she sneaks back out, flipping off the lights as she goes.

INT.KRUPSKI HOUSE.NIGHT

The party is wild, the music is loud, and the booze is flowing. Jen and John are dancing together in the confusing, large crowd. Jen's laughing hysterically, and John takes a second to take another swig from the beer bottle he is clutching. Suddenly someone falls over the couch in the middle of the room, knocking over a potted plant with a loud crash. John takes Jen's hand and weaves through the crowd, leading her outside.

EXT.KRUPSKI HOUSE.5 MINUTES LATER

(SOFT OL) Swan Dive by Ani DiFranco. It's very quiet. The music can be heard like a distant rumbling in the background, is covered by the OL. The night is beautiful. John looks up at the starry sky as he pulls a cigarette from his pocket and lights up.

JEN: Nice night.

JOHN: Yeah...you want one? (He offers her a cigarette.)

JEN: Um, no thanks. I don't smoke.

JOHN: Oh. Drink?

JEN: No thanks. So... (John looks at her, inching closer. He turns his head slightly to let out a long, steady, calm stream of smoke. Then he lets out another deep breath, and turns back to her, taking another puff.)

JOHN: How come you never came to any parties before this?

JEN: Oh...I'm not much of a partier. (John looks a little surprised.) I mean, I *used* to be one...but since I moved here I've been trying to stay away from that.

JOHN: Why?

JEN: (a little surprised.) Um...it's a really long story. But I've been trying to...stay on the more...calm side of life. (John looks at her and smiles.)

JOHN: But what's the fun in that? (He holds up the beer bottle, tilting it in her direction. Jen smiles slightly. Joh raises his eyebrows.) You sure you don't want some? (Jen ponders it for a moment, then takes the bottle.)

JEN: Okay. (She takes a sip, then hands it back to him. He smiles back.)

JOHN: Too bad you haven't come to more of these things. It would've made my life a whole lot better. (Jen blushes slightly, and looks away as she tries to hide it. When she looks back at him, his lips press against hers. He pulls her close quickly, and after a moment of surprise Jen relaxes. He pulls away with a little smile, and Jen takes a deep breath. He lifts the bottle toward her again, and she eyes it before taking it from him again.)

CUT TO COMMERCIAL

INT.CAPESIDE HIGH HALLWAY.NEXT MORNING

Dawson walks into school with Joey. They seem happy, analyzing some movie as they head to her locker.

JOEY: The underlying theme of the movie, Dawson? There was no underlying theme. The movie was horribly put together. I could barely sort out the *main* theme of it.

DAWSON: You didn't see it.

JOEY: No, I didn't see it. Frankly, I think you're insane.

DAWSON: I can't believe it. It was so painfully obvious. (Joey shakes her head no, and opens her locker. She twirls her lock, absent mindedly, a vacant stare on her face. Dawson looks at her.) What's wrong?

JOEY: (laughing) I can't remember my combination. Pacey's been opening my locker for me so much I don't even recall the last time I had to use it myself.

DAWSON: It's 27-19...no, 17-29...something or other. That's all I can remember. (he looks at Joey, intrigued) Why does he open your locker for you?

JOEY: Long-running inside joke. (Her face falls as she thinks of him. She shrugs it off and finally manages to open her locker.) Anyway, I was thinking we could go to the movies tomorrow night. Just you and me. I've missed doing things with you.

DAWSON: (smiling) That sounds great. But before we do anything, I think you should find Pacey and- (Joey rolls her eyes.)

JOEY: (shutting her locker.) Forget it. I can't face him right- (She turns around and slams right into Pacey, who was walking toward her. She looks up at him, her senses suddenly fleeing her body.)

PACEY: Joey, hey. Listen, about yesterday, we really need to talk. I- (Joey backs away from him.)

JOEY: Later, Pacey...um, I'm going to be late for homeroom. (She glances at Dawson as she hurries away from her boyfriend. Pacey is downfallen. He sighs.)

PACEY: Well, I guess I don't have to ask if she's okay or not. (He looks at Dawson.) Has she said anything to you? (Dawson is silent for a second.) I'm so *confused*...why won't she talk to me? What's going on?

DAWSON: (awkwardly) Well, I guess it'd just about yesterday when you two were uh...whatever, and...I just think she's somewhere in the mixture of being scared, confused, insecure, and in love. (Pacey thinks this over.)

PACEY: We were just...making out, and the next thing I knew she was gone. Out the door. Did she say anything to you?

DAWSON: Look, Pace, I don't want to be the middle-man here, but about yesterday...She's just freaked out and scared.

PACEY: Know the feeling. (He sighs.) Well, I guess I better get going...start thinking of some long spiel to give Joey...

DAWSON: Good luck. (Pacey starts to walk away, then stops.)

PACEY: Hey, Dawson?

DAWSON: Yeah?

PACEY: A second ago...you said Joey was scared, confused, insecure...and in love?

DAWSON: (smiling) Yeah, Pacey, get with the program. (He quotes what Pacey once said to him.) Joey is 100% ass-backwards head-in-the-clouds in love with you. (Pacey smiles to himself for a second, letting it sink in. Dawson watches, surprised.) Pacey, man, you tell her you love her all the time- you telling me she never said it back?

PACEY: Yeah...she has...but...I never thought she really meant it. (Pacey is silent for a minute.) Well, I better go find her. Thanks, D. (Pacey turns and races off. Dawson starts to class, but stops when he sees Chris walking down the hallway. He looks like he's been shot.)

DAWSON: Oh my god... (Chris continues on past him without even looking at him, and Dawson hurries and catches up with her.) Chris, I am *so* sorry. I completely forgot about our movie date last night. (Chris glances at him, then starts to walk faster.)

CHRIS: I waited for half an hour after the movie started. I called your house, but your mom said you were upstairs with Joey, and you had told her that you weren't taking any phone calls. (She is clearly very upset. Dawson makes her stop, facing her.)

DAWSON: Chris, you have no idea how bad I feel. I'm really, really sorry. It's just...Joey had a crisis. Like, this *major* crisis between her and Pacey and she was so upset and-

CHRIS: (bitterly) And who better to cheer her up than her ex-boyfriend, right? (she looks a little surprised she said it out loud.)

DAWSON: Me and Joey barely went out, Chris, you know that. (He looks her right in the eyes.) How can I make this up to you? Just tell me how.

CHRIS: Listen, Dawson, whatever...*this* is between us...it's not working. Maybe we should just...

DAWSON: Let's just start over, Chris. We got off on the entirely wrong foot.

CHRIS: Life isn't a movie, Dawson, you can't just...rewind and start over. (She heads down another hall and walks into the girl's bathroom. Dawson stops, thinking to himself.)

DAWSON: I seem to be getting that a lot lately. (He sighs and walks into class as the bell rings.)

INT.GIRL'S BATHROOM.CONTINUOUS

Chris walks in the bathroom, and stops in her tracks as she sees Joey sitting on the counter, looking upset. She doesn't know what to say. Joey looks at her.

CHRIS: You know what?

JOEY: What?

CHRIS: Men suck.

JOEY: You can say that again.

INT.CAPESIDE HIGH.CAFETERIA.AFTERNOON

Pacey and Dawson are sitting at a table, both looking slightly troubled. Joey, Jen and Chris are nowhere to be seen.

DAWSON: So...I blew it with Chris again.

PACEY: Joey's still not talking to me.

DAWSON: I completely forgot that I was supposed to go to this movie with her last night.

PACEY: It's like she's scared to look at me.

DAWSON: But then Joey came over all upset and I guess my best friend instinct sort of took over my body.

PACEY: If she's not ready to have sex, I have absolutely *no* problem with that. If she'd let me explain to her that there is no pressure whatsoever to move to the next level...

DAWSON: Now she's mad at me for standing her up.

PACEY: I love Joey, and I'm not going to lose her over something as stupid as this.

DAWSON: I think after she cools off a little I'm going to try talking to her again. Or do you think that'd be pushing it? I don't know. Maybe I should just let it go.

PACEY: No, I think you should try once more.

DAWSON: You think so?

PACEY: Yeah, with that dance thing and standing her up last night, that's only two strikes. You have room for one more screw-up.

DAWSON: (shrugging) True. And just give Joey some time, Pacey. Her mind's full of questions she needs to figure out before she tries to explain her feelings to you. (They both nod in agreement.)

EXT.RYAN HOUSE.PORCH.FRIDAY NIGHT

Joey rings the doorbell, and waits for a minute. Jen opens the door with a large smile. Chris appears behind her. Joey smiles back, re-adjusting her sleeping bag on her hip, trying to manage her back pack and pillow as well. Jen grabs her sleeping bag.

JEN: Hey, Joey! Here, let me take your stuff. (She grabs the pillow and backpack, flinging the bag over her shoulder.)

JOEY: Hey, Jen. Thanks. Hi, Chris.

CHRIS: Hey, Joey.

JOEY: So, am I late?

JEN: No, right on time. We're just waiting for one more. (Joey and Chris look confused.)

JOEY: Who? (As if on cue, Abby appears on the porch, looking through the screen door with disgust. Joey sees her and she is disgusted too.) *You*?

ABBY: *You*? (Jen looks between the two girls and quickly opens the door for Abby.)

JEN: Abby! Come in!

JOEY: You never said anything about *her* being here!

ABBY: I didn't know *Capeside's finest loser* would be coming, or I would've stayed home. (Abby smirks at Joey and she smirks back. Chris just smiles awkwardly and sticks her hands in her pockets. The room is silent for a minute.)

JEN: So! I ordered a pizza, it should be here any minute. Let me tell you what movies we rented. (Leaving their stuff on the floor, the girls follow Jen into the kitchen. There's a stack of movies on the counter. Joey looks through them one by one.)

JOEY: Waiting to Exhale, Little Women, Moonlight & Valentino, Fried Green Tomatoes and Ghost. What'd you do, raid the chick flick section of the movie store?

JEN: Dawson got 'em for me. He says they're the best women oriented movies in the store.

JOEY: Women oriented? Only Dawson would use a phrase like that. (Joey and Jen laugh lightly. Abby snorts and Chris crosses her arms, not wanting to get into talking about Dawson. She takes one of the tape cases and looks at it.)

ABBY: Let's forget what *movie-boy* gives the two thumbs up to and watch something that's *really* meant for *all-women* watching. (She takes something out of the purse she's carrying and smiles devilishly.)

JEN: (her mouth falling open, she takes the case in disbelief, near laughter.) Abby! You can't be serious. (Joey eyes the movie over Jen's shoulder.)

JOEY: My Man of Pure Steel...well, there's an Oscar winner right there. (She rolls her eyes.)

CHRIS: Who says we watch Little Women?

ABBY: You guys are so insipid. Could you get any more totally tame? (Abby looks at the three other girls, disgusted. Joey looks toward Chris, and takes the case from her.)

JOEY: Sorry, but I'd choose Christian Bale over second-rate porno any day.

JEN: Isn't his British accent *so* sexy? (Abby sighs as Jen and Joey head to the living room.)

ABBY: (whining) You are all so boring! Why not *live* a little? (She stomps after them, pouting and shoving the movie back into her purse. Chris slowly walks into the living room as they sit down, looking insecure and a bit lonely.)

INT.RYAN HOUSE.HALF AN HOUR LATER

The four girls are sitting around the kitchen table, eating pizza. They're all laughing and talking, and "Girls Just Wanna Have Fun" is playing on the radio in the background.

ABBY: Okay, well, I still think that pizza boy was a *fine* piece of meat. Although I do prefer the more manly types.

JOEY: That pizza guy was *ugly*, Abby. I don't know what kind of drug you're on.

ABBY: You're the one dating Pacey Witter, maybe you're the one on drugs. (Joey glares at her fiercely. Abby laughs slightly.) Kay, Josephine, just a joke, don't get your panties in a bunch. (Joey rolls her eyes and reaches to the pizza box in the middle of the table for another piece, then gets up to pour herself more pop. Jen walks with her toward the fridge.)

CUT TO COMMERCIAL

INT.DAWSON'S BEDROOM.EVENING

Dawson and Pacey are sitting around in his room, looking bored and anxious. Pacey gets up and walks toward Dawson's window. He glances over to Jen's house, tapping his feet. Dawson eyes him, and sighs.

DAWSON: Exactly how many times are you going to look over at Jen's house?

PACEY: I want to know what they're doing over there.

DAWSON: Come on, man. Give it a rest already.

PACEY: Do you think they're going to do one of those bonding things, ya know, sharing all their deepest sorrows, and problems?

DAWSON: (turning back to the magazine he was flipping through.) That's usually what girls do when they have sleep-overs, Pacey. It's basically some sort of time-honored tradition.

PACEY: Yeah, but Joey's not exactly a feminine-aimed girl here-

DAWSON: Doesn't matter, she'll fall victim to it too. (Pacey sighs.) They're all gonna start opening up to each other, and tell each other who they lust after, and what their dreams are, and what traumatized them during elementary school to make them so screwed up now...that's just how it goes. Like some bad Saved by the Bell episode.

PACEY: (looking at Dawson.) *All* Saved by the Bell episodes were bad. (Dawson smiles.)

DAWSON: Why are you so freaked out about this, anyway? They're going to bash us both to pieces, I mean, *I'm* the one who should be worried. Chris, Joey and Jen are over there, and I've treated them all like crap in some point in my life, plus there's Abby, who hates me to begin with.

PACEY: Abby? Abby Morgan is over there? (Dawson nods and tosses his magazine aside.)

DAWSON: Yeah, tell me if you can figure *that* one out.

PACEY: I can't believe this.

DAWSON: See, my mom said that them talking everything out to each other is actually better for us in the long run. They'll vent to each other, and come out liking us more. It's a good thing.

PACEY: Well, I don't know about you, but I'm not comfortable with a whole bunch of girls sitting there and having Joey tell them private things about our relationship. I don't think it's any of their business, do you?

DAWSON: (laughing) Pacey, just because you and Joey are sort of at a crossroads at the moment doesn't mean that she's going to divulge every aspect of your relationship to Abby Morgan. (Pacey raises his eyebrows.) Come on, even Joey's not that stupid. (Pacey just sits down and lets out a long breath.)

(SC) INT.RYAN HOUSE.KITCHEN.EVENING

Focus on open fridge door. The door shuts, and Abby heads over to the counter, carrying a 2 liter bottle of Pepsi. She looks at Joey, who is siting next to Jen at the kitchen table. Jen is flipping through a magazine. Joey is disinterested. Abby looks at her mischievously. She sets the pop down and looks straight at Joey.

ABBY: So. What's the deal with you and Witter? You break up or what?

CHRIS: (surprised) You and Pacey broke up?

JOEY: We did *not* break up. We're just...just...

JEN: (supplying Joey with the words.) At an impasse.

JOEY: Exactly. At an impasse.

ABBY: So, it's the sex issue, right? He wants to, you don't? Figures. (Joey rolls her eyes.)

JOEY: You have no idea what you're even talking about, Abby. My relationship is my own business.

ABBY: Sex isn't the problem then? (Joey looks away.) Don't tell me it's the other way around! (she laughs) Pacey's holding out on *you*? Oh, that's rich.

JOEY: Just stop, Abby. My problems are my own, I don't feel like telling you so you can spread it around school.

ABBY: (whining) Oh come on, you know I wouldn't do that. (All 3 girls look at Abby.) So maybe I tend to do things like that, but-

JOEY: Let me put this in a way you can understand. I would rather drive a car off a bridge than tell you the slightest bit of information about me and Pacey's relationship.

ABBY: Well, is he at least a good kisser? Despite his loser facade, Witter *does* seem like the type of guy to give good lip.

JOEY: Once again, none of your business.

ABBY: (sighing, then she smiles wickedly) Fine, then, I guess I'll just have to get the experience first-hand. (Joey gives her a look of death.)

JOEY: Pacey would rather kiss a dog.

ABBY: Relax, Joey. It was a *joke*, god, don't freak out. (Abby rolls her eyes and turns to Chris.) So, what about you and Leery? Anything naughty?

JEN: You know, Abby, maybe we should watch another movie.

ABBY: Are all of you uptight or something? These are innocent questions, not the Spanish Inquisition. (Chris looks at Abby.)

CHRIS: Me and Dawson have not done *anything* yet. We haven't even managed to go out on a date. Does that answer your question?

JEN: (surprised) What do you mean? I thought-you called me yesterday afternoon and told me you were going to the movies together. (Joey's face falls.)

CHRIS: Well, Dawson, sort-of...didn't show.

ABBY: Stood you up? You got stood up by movie-boy? (She laughs.)

CHRIS: It's not *that* funny. (She sighs.)

JEN: (concerned) That's not like Dawson, Chris. Did something happen? (Joey shifts slightly, knowing Dawson had stayed home to comfort her, and that's why he wasn't with Chris. Abby notices Joey looking around the room guiltily.)

ABBY: I have a feeling Joey could explain.

JOEY: I think Jen was right about watching that movie. We should-

ABBY: Does your break-up with Pacey have anything to do with Dawson missing his date last night?

JOEY: Well, yes. But not that way. And again, Pacey and I did *not* break up.(Chris looks at Joey, waiting for her to tell the story. Joey looks at Jen, and Jen raises her eyebrows, just as curious as the other two girls.)

CHRIS: Dawson said you had a crisis.

JOEY: I did...(She looks at Chris, apologetically.) I'm sorry, Chris. If I knew he had plans with you, I would've came here, to Jen, or something else. You just...you have to understand that I was...I mean, really upset over...(she stops, not wanting to divulge the information.) Upset over something, and Dawson, he was probably really worried. I was pretty psycho, to sum it up in one word. It doesn't mean that he doesn't like you.

CHRIS: It's okay, Joey, it's not your fault. It's his. He could've at least...called or something. (She sighs.) But...it's in the past, let's move on from that. I don't really want to talk about it. (She looks at Jen, putting on a fake smile and tucking her auburn hair behind her ear.) Movie?

JEN: (nodding) Yes. Movie. Let's go back to the living room. (Everyone grabs their pop and follows Jen into the living room, Abby last in line.)

ABBY: (to herself as she walks into the living room) This is gonna be one intense night. (She laughs. Jen turns on the TV and Joey plops onto the couch.)

INT.DAWSON'S ROOM.NIGHT

Pacey and Dawson are trying to watch Jaws, but Pacey keeps fidgeting anxiously, making the bed squeak annoyingly as he moves around. Dawson eyes him, annoyed.

DAWSON: Would you stop? I'm trying to watch this.

PACEY: Sorry, man. I had an itch. (Dawson rolls his eyes and turns his attention back to the screen. Pacey gets up off the bed, frazzled.) Come on, would you just kill the god damn shark all ready? (Camera switches to shot of the TV Screen, where (Sheriff Brody) Roy Schneider is aiming his gun at the shark, which has a large tank in its mouth.)

SHERIFF BRODY: Smile, you Son-of-a-Bitch! (He shoots.)

PACEY: (at the TV) Thank you! (Dawson turns off the movie and looks at Pacey, then sits up.)

DAWSON: What is the matter with you? Can't you just sit and watch a movie?

PACEY: Not tonight! All I can think about is her.

DAWSON: Joey.

PACEY: Did you ever notice how great her hair smells? And the way, when she wears that one tank top with the white shorts, she just looks so damn hot that-

DAWSON: Look, man, why don't you go over to Jen's and talk to her? (Pacey looks at Dawson.)

PACEY: Jen would kill me. (Dawson smiles.)

DAWSON: I don't think she would. (Pacey ponders this.)

INT.JEN'S KITCHEN.NIGHT

The radio is blaring "Uptown Girl" by Billy Joel. A giant bowl of cookie dough is sitting on the table, and the girls are practically covered in flour, dancing around the kitchen to the music. Jen grabs the wooden spoon from the bowl and starts singing into it. Joey and Abby are jumping around and twirling, laughing. Chris joins Jen on the "microphone". They all are singing.

ALL: And now she's looking for a downtown man, that's what I am, whoa-oh-oh-oh-oh-whoa-oh-oh-oh-whoa-oh-oh-oh-oh, Uptown Girl-(the phone rings, and Jen quickly turns down the radio and grabs the phone, trying not to laugh. Abby switches the radio to an all-rap all-the-time station. Joey looks at her.)

JEN: (into phone) Hello?

JOEY: (to Abby)Rap?

JEN: (into phone) Grams! Hi!

ABBY: (to Joey) So?

JOEY: Didn't picture you as someone to like rap.

JEN: (to her friends.) Shhh! I'm trying to hear. (into the phone) Yeah, we're fine. (a pause) Yes, I know, Grams. (another pause) Okay, I promise. (pause) Uh-huh...all right. Bye, Grams. (pause) Love you too. (she hangs up and Abby turns the music back up. "None Of Your Business" by Salt N' Pepa is playing.)

ABBY: Don't you just love this music? It makes me feel sexy. (She sings along) If I, want to take a guy, home with me tonight, It's none of your business! (Joey laughs at her.)

JOEY: Rap makes you feel...sexy?

ABBY: Yeah...why, don't you have any particular music that makes you want to ride the rail? (Joey blushes. Jen smiles wickedly.)

JEN: Well, I like listening Madonna.

CHRIS: Madonna.

JEN: (laughing) Yes, Madonna! "Like a Virgin" *so* puts me in the mood. What about you, Joey?

JOEY: (embarrassed) I don't know...

ABBY: Don't say that, we all know you do...

JOEY: I don't know! The Sesame Street Theme song!

JEN: Seriously, Joey, come on.

JOEY: Who said I wasn't being serious? (Jen and Abby roll their eyes. Chris laughs lightly.) Okay...fine. Sarah McLachlan music, and John Williams.

ABBY: (laughing) John Williams.

JOEY: Yes. John Williams. Sorry if you disapprove.

ABBY: Isn't he that...Spielberg composer guy?

JOEY: (rolling her eyes) Uggghh...sacrilege. (Abby ignores her.)

ABBY: And Chris...what puts *you* in the mood? And don't say John...whoever.

JOEY: Williams.

ABBY: Whatever. Chris? (Chris looks away. Abby laughs.) Come on, we all told. It's not even a deep dark secret - it's harmless! (Chris sighs.)

(SC)INT.DAWSON'S BEDROOM.NIGHT

Pacey is still pacing back and forth. Fed up, Dawson takes his magazine and throws it at his friend.

DAWSON: Pacey! Get a grip on yourself!

PACEY: How can you be so...*non-spastic* about this? I mean, don't you realize that Chris is probably totally trashing you over there?

DAWSON: She is not. She's not like that. (Pacey raises his eyebrows.)

(SC) INT.JEN'S LIVING ROOM.NIGHT

(OL) Truthfully by Lisa Loeb. Chris, Jen, Joey and Abby are sitting on their sleeping bags, all looking undoubtedly serious.

CHRIS: I mean, I like Dawson and all, but I can't take him being so...so...

ABBY: Stupid? Undependable? Indecisive?

JEN: So...Dawson.

CHRIS: Exactly.

(SC) INT.DAWSON'S BEDROOM.NIGHT

Dawson gets up from his relaxed position. Pacey grins.

DAWSON: Okay, I'll go over there if you will.

PACEY: I'm game.

(FO)CUT TO COMMERCIAL

(FI) INT.RYAN HOUSE.LIVING ROOM.NIGHT

(OL) Truthfully by Lisa Loeb cont'. All four girls are laying down, looking wiped out. Joey looks reflective, Chris looks sad, Jen looks confused, and Abby looks dead bored. She looks at the clock with a groan.

ABBY: It's midnight already?

JOEY: So?

ABBY: Nothing. I just hoped it was later.

JOEY: Well, too bad for you. (Abby sits up and looks at Joey.)

ABBY: You know, Potter? I could kind of like you if you weren't more of a bitch than I am.

JOEY: Why? You envious of my ability to be mean? Well, sorry, but I guess you'll have to practice harder. (Both girls laugh a little. Jen sits up too, with a sigh. She seems determined to get something off her chest.)

JEN: If I tell you guys something, will you promise not to tell anyone?

CHRIS: Sure.

JOEY: Of course.

ABBY: Depends on what it is.

JOEY: Abby!

ABBY: Just kidding, god. Is it about John?

JEN: Yeah. It's just...the other night...we were out together. And we were supposed to go to the movies...

ABBY: (winking) Oo, and where did you end up going? Or did you just stay in the back seat of his car?

JEN: Not funny. He took me to this party. And it was a lot of fun, mostly.

JOEY: Mostly?

JEN: (reluctant) Yeah...it's just...I don't know...back in New York, I was this mega-party girl ; coming home drunk, sleeping around, partying all night...when I came here, I promised myself I'd stay away from all that.

ABBY: What, and be like a nun or something? Jen, you can't swear off *fun*!

JEN: I didn't mean fun *all together*...I just meant...drinking, drugging and having sex. I...I don't want to go back there. And as much as I like John, I know that's where he's leading me.

JOEY: Jen, he can't *lead* you anywhere. You make your own decisions.

JEN: Can I? (The room is silent.)

CHRIS: What do you mean?

JEN: At that party, I ended up getting pretty drunk. John and I made out for awhile...but luckily he didn't...you know, make any move to take things farther. But it wasn't how I wanted it to be. I didn't want to wake up the next morning and barely be able to remember any of it...but that's how it ended up. I'm sick of feeling that way....but I can't say no.

JOEY: I know how you feel. (All three girls look at her confused.)

JEN: (surprised) What?

JOEY: Well, not exactly. Just the part about things not being how you want them to be. (They wait for her to elaborate.)

EXT.RYAN HOUSE.NIGHT

Pacey and Dawson creep up to the open screen door, trying to be stealthy.

INT.JEN'S LIVING ROOM.NIGHT

Everyone's listening intently to Joey. Including the two male faces that can be seen peering through the screen door.

JOEY: It's not that I don't want to...and it's not like Pacey's pressuring me to...and I know it may seem stupid to be afraid to have sex with someone, but- (Abby laughs.)

ABBY: *Very* stupid. Is that what's been worrying you *all* along? You're scared to have sex? Is that why you and Pacey broke up?

JOEY: We didn't-

JEN: Break up!

JOEY: Thank you! (Joey looks at Abby, hurt and frustrated. Jen sets a comforting hand on her shoulder.)

JEN: It isn't stupid to be scared, Jo.

JOEY: It isn't?

JEN: No. Not at all. It's completely normal. (Joey frowns.)

JOEY: Just between what happened to Bessie and Bodie with Alex, and all the other consequences of doing it...and...I guess....I'm a little worried that if we...if we did, I wouldn't...

ABBY: Live up to his expectations?

JOEY: Right. He's experienced, and I'm...

ABBY: Not.

JOEY: Right...(She takes a deep breath.) That, plus all the risks, and the worries that come along with it...I don't want anything to happen to me, and I don't want anything to happen to Pacey. But I don't know how much longer I can stop myself from going farther with him. (Pacey is staring at Joey intently, taking in every word she's saying. Dawson watches Chris, who is picking lint off the rug. Abby sits up straight and looks at Jen and Joey.)

ABBY: Okay, so I have the answer to all your problems.

JEN: (skeptical) You do.

ABBY: It's a simple choice...between sense, and sensibility.

CHRIS: Aren't they the same thing?

ABBY: No way! Sensibility is your emotion, your romantic feelings and dreams...following your heart. Sense is playing it by the rules. (She eyes Jen and Joey.) And the way I look at it, that's what you guys have to think about.

JOEY: Explain.

ABBY: You can either listen to your mind, to your common sense, and find the right thing to do...or you listen to your heart and throw caution to the wind...and hope the right thing finds you. It's as simple as that. (Both Jen and Joey take all this in, looking thoughtful. Pacey and Dawson back away from the door and head toward his house.)

PACEY: Are girls' sleepovers always so...*deep*? (Dawson laughs.)

DAWSON: From what I've heard, yeah. (Pacey shakes his head, almost mystified. Dawson continues teasingly.) What really scared me though was the fact Joey wants to have sex with *you*, of all people.

PACEY: Hey! (Pacey pretends to punch him, then walks ahead toward the house. Dawson sighs.)

DAWSON: Yep...scary but true.

INT.RYAN HOUSE.LIVING ROOM.MORNING

The morning sunlight trickles in through the curtains. Jen, Joey, Chris and Abby are laying on the floor in their sleeping bags, totally wiped out. Abby is snoring.

INT.DAWSON'S BEDROOM.MORNING

Dawson is sitting at his desk chair, completely zonked. Pacey's laying on the floor, dead to the world. Dawson's alarm suddenly goes off, breaking the silence shatteringly. Both Pacey and Dawson jolt from their slumber, startled.

INT.RYAN HOUSE.LIVING ROOM.MORNING

The four girls stir slowly. Jen wakes up first, standing up and stretching. She lightly shakes Joey and Abby, who open their eyes.

JEN: (smiling) Rise and shine! (Abby and Joey both grunt and bury their faces back into their pillows.)

INT.LEERY HOUSE.KITCHEN.MORNING

Dawson and Pacey stumble down the stairs, looking tired and rumpled. Yawning, Dawson walks to the kitchen. His parents are sitting down to breakfast.

GAIL: Good morning, Dawson. Hi, Pacey! I didn't know you stayed the night!

PACEY: (mumbling) Hey, Mrs. Leery, Mr. Leery... (he rubs his eyes.)

MITCH: You boys have a late night?

DAWSON: Uh, yeah, I guess so. (Both boys sit down at the table, looking as if they're going to fall right back asleep.)

INT.RYAN HOUSE.BATHROOM.MORNING

Abby is looking at her reflection in the mirror disgustedly as Jen curls her hair. Chris is trying to brush her teeth. Joey squeezes in to grab a tissue and tries to make her way back out to go get changed in Jen's room.

ABBY: Look at these dark circles under my eyes! What am I going to do?

CHRIS: (trying to speak through her toothpaste-filled mouth) Mmmph, Avvy.

ABBY: What?

JEN: Move. (Abby steps aside and Chris spits out her toothpaste, immediately taking a drink of water. Joey sighs, trying to maneuver past Jen's body.)

JOEY: Excuse me... (She fits past, reaching safety in the hall.)

INT.DAWSON'S BEDROOM.MORNING

Pacey and Dawson check their reflections in his mirror and give each other satisfied grins. Pacey runs his hands through his hair.

PACEY : Okay, so we shall intercept them as they leave Jen's house.

DAWSON: Well, let's try to be a little more un-obvious. We'll...pretend we're going to get something for my mom, and happened to be leaving just then.

PACEY: How about we just go over and honestly say, "hey, sorry to invade your girl party but we're here to talk to you guys because we're two desperate guys who needs our girlfriends to survive." ?

DAWSON: Or...that could work too.

EXT.RYAN HOUSE.MORNING

(OL to END) Hooked on a Feeling by Vonda Shepard. Jen opens her front door, stepping out onto the porch. Abby, Chris and Joey step out after her, carrying their things. They blink at the bright sunlight, still looking beat.

JOEY: Well, thanks, Jen, for everything. It was tons of fun.

CHRIS: It was really nice, Jen. Thank you. (Abby reluctantly looks at the three other girls.)

ABBY: Yeah...it wasn't as pathetic as I thought it would be. You guys weren't so bad to hang with after all.

JOEY: (sarcastically) Gee, thanks, Abby. (Abby smiles.)

ABBY: By the way, next month, we're at *my* house. (She winks wickedly and walks down the steps. She stops, seeing Dawson and Pacey coming up the path. She eyes them, then continues on her way. Chris and Joey fall silent as they see the two guys. Joey shifts awkwardly and looks at Jen.)

JOEY: Um...I guess I better get going. I'll call you later. (She takes a step down the stairs.) Bye, Chris. I'll see you. (Joey walks to Pacey and Dawson, looking nervous.) Um...hey, Pace.

PACEY: Hey, Jo. Um...you heading home?

JOEY: Yeah, I was going to. Uh...will you walk with me? I have something I need to talk to you about...

PACEY: Yes, we do need to talk. (He takes her sleeping bag from her and gives her a small smile.) Lead the way. (Joey nods, and they slowly walk off together. Chris murmurs a good-bye to Jen and goes down to Dawson.)

CHRIS: I suppose you're here to see me, eh? (She smiles at him.)

DAWSON: Hi, Chris. Listen, I've been doing a lot of thinking. I know that I really don't deserve another chance after I-

CHRIS: Dawson? (He looks at her, and she kisses him. After a minute, she breaks away, leaving Dawson breathless and surprised.)

DAWSON: What was that for?

CHRIS: Because. I'm choosing sensibility over sense. (She grins at him.) Besides, after listening to Joey and Jen's men problems all night long, I realized that being stood up was nothing compared to that. (They both laugh.)

DAWSON: So, I guess I prepared a whole "forgive me" speech for nothing, huh? (Chris hands him one of her bags to carry and slips her arm though his.)

CHRIS: No, I still want to hear it. How about over lunch? (Dawson grins back.)

DAWSON: Sure thing. (They happily walk down the path toward town.)

INT.RYAN HOUSE.CONTINUOUS

Jen smiles happily as she watches Chris kiss Dawson from her living room window.

JEN: (to herself) Way to go, Chris. (She looks after the pair as they walk away, then her smile falls. Taking a deep breath, she walks upstairs to her bedroom.)

INT.JEN'S ROOM.CONTINUOUS

Jen walks into her room, and takes her phone off the hook. The dial tone buzzes loudly throughout the quiet room. She opens one of her dresser drawers and pulls out a rumpled piece of paper. Unfolding and smoothing it, she slowly dials the number. After a couple of rings, someone on the other end of the line picks up.

VOICE: (OS) Hello?

JEN: Hey, John? This is Jen.

JOHN: (coolly) Hey, Jen. What's up?

JEN: Not much, I was just wondering- (a small beep interrupts Jen. She sighs.) Oh...do you have another call?

JOHN: (OS) Yeah, guess so. (Jen waits a moment, expecting him to tell her to wait while he takes the other call. When he doesn't, she laughs lightly.)

JEN: Um, aren't you going to get it?

JOHN: (OS) Naw...whoever it is can't possibly be better than you. (Jen blushes, smiling at the phone receiver. John continues.) Listen, there's this party tonight toward Providence - supposed to be real wild. Wanna go?

JEN: (not thinking) Sure, sounds awesome.

JOHN: So, I'll pick you up around eight and we'll hit it together?

JEN: Yeah, I'll see you then.

JOHN: Cool. Talk to you later.

JEN: (giddily) Yep, bye. (Jen hangs up, and smiles at her reflection in the mirror. Her smile suddenly falls, and she looks toward the phone. Then she looks back at her reflection, saddened even more. Letting out a long sigh, she sits down on her bed.) What did I just do?

EXT.CAPESIDE.FEW MINUTES LATER

Joey and Pacey are walking along silently, both looking a bit awkward. Pacey keeps opening his mouth like he's going to speak, then shutting it again, looking defeated. Finally, Joey turns to him, stopping.

JOEY: Look, Pacey, I owe you an explanation for how I've been acting.

PACEY: Joey, you don't have to explain, okay? I understand.

JOEY: You do?

PACEY: (Moving close to her.) Jo, I know that things have been getting intense between us lately, both physically and emotionally. If we're moving too fast, just say so and we'll slow down, all right? I don't want *sex*. I want *you*. (Joey looks at him for a minute, silent.) I don't want to do anything you don't want to do. (Joey half-smiles at him. She allows him to wrap his arms around her and pull her into a tight embrace.)

JOEY: (murmuring) If you had any idea how badly I want to sleep with you at this very moment, you'd be shocked. (she looks up at him with a smile, then rests her head on his chest.) Thank you, Pacey. For understanding.

PACEY: (smiling teasingly) You're welcome. For the confusing girl that you are, you're surprisingly easy to figure out.

JOEY: Oh, am I?

PACEY: Well...not really, but cut me some slack, I'm trying to save some face here by claiming I have some intelligent connection to your emotions. (He winks at her, and she smiles.)

JOEY: Well, you do have that connection. (She leans toward him.) It's called, love, Pace.

PACEY: Oh, is that what that is? (Joey giggles slightly before his lips meet hers.)

JOEY: Yep. I love you, Pace.

PACEY: I love you too. (They continue to kiss as the shot draws back. As they break away, Pacey pulls something out of his backpack, and hands it to Joey.) Oh, by the way, I believe you left this at my house? (Joey laughs loudly and blushes, taking the bra and sticking it in her own bag quickly.)

JOEY: You're unbearable, Pacey, you know that? (She lightly punches him in the arm, laughing. Pacey wraps his arm around her as they start walking away.)

PACEY: I know. Want to drop your stuff off at your house and then hit the movies?

JOEY: Sure thing. (She gives him a peck on the cheek and they happily walk toward Joey's house.)

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