Spoiler: If you haven't read "The Object of My Affection" and "Circle of Friends" then you won't understand what's going on.

[OPEN: Long shot, outside of Dawson's house. The camera pans in closer, slowly. Dawson's voice can be heard, but he is not seen]

DAWSON: No, not this. C'mon, Jo. *Anything* but this.

[Camera cuts to the inside of Dawson's room, where him and Joey are sitting on his bed watching TV]

JOEY: What, Dawson? I thought you liked this movie.

D: Yeah, I *did*. Like, the first 15 times I saw it.

J(slightly sarcastic): But Dawson, it's a *classic*. You said yourself, they don't make movies like these anymore.

D: No, they don't, but Joey, I swear to you I'm not lying when I say that this movie alone makes me glad Christmas only comes once a year.

(pauses) And if you make me sit here and watch "It's a Wonderful Life" for the umpteenth time, I will make it not so for you.

J(smiling): Is that a threat? (Dawson just gives her an 'I'm not kidding' look) Okay, okay. (smiles again) You get so worked up over nothing. Do you think I haven't seen this movie a bazillion times, too? I'm just joking around. (pauses) But seriously, Dawson, there is nothing else on, and there is nothing else to do.

D(glances at his watch): It's only 2:30. You don't start work until 4, right?

J(thoughtfully): Yeah . . . we could go see what Pacey's up to.

D: No, he's with Ms. Jacobs this afternoon.

J(while shifting herself so she is lying on the bed, rather than sitting): Oh, yeah, I forgot. Ugh! What are we gonna do?

[Dawson lies down next to her. He kisses her gently on the forehead.

They look into each other's eyes for a few seconds. Someone's stomach rumbles slightly.]

J: Dawson, are you thinking what I'm thinking?

D: Yeah . . .

J(sits up suddenly): Good, I'm starving.

[She stands up and walks out the door. Dawson just sits up, with a bewildered, then disappointed look on his face. He runs his hand through his hair once and sighs loudly. Joey pops her head back in the door]

J: Dawson? You coming?

[OPENING THEME, COMMERCIAL BREAK]

[OPEN: Tamara and Pacey, at a table for two, outside a small restaurant. "Iris" by the Goo Goo Dolls is playing softly throughout the scene]

TAMARA: A girlfriend? Wow, Pacey, that's great. Who is she?

PACEY: Kate. Uh, Kate Goldstone.

T(nods her head): I remember her. She's cute.

P: Yeah, I think so, too.

T: Well, that's . . . I'm really happy for you, Pacey.

[Short silence]

P: What about you? You seeing anyone?

T: Not seriously, no. There's a teacher at my new school (stops when she sees the hurt in Pacey's eyes) well, he's real nice, that's all.

[Another short silence]

P: Look, Tamara.

T(simultaneously with Pacey): Look, Pacey.

[They both stop]

P(motioning): You go ahead.

T: Well, I'm not going to lie to you, Pacey. I still have feelings for you. (Pacey's face brightens at this news) But that's not why I'm here. I just . . . I just wanted to make sure you were going to be okay. There's no hidden agenda. I'm still sticking to what I originally said; it never would have worked. But I wanted you to know, my thoughts are still with you.

P(nods in silent agreement): Tamara? Can I ask you something?

T(looks uncertain): Sure, Pacey.

P: Well, it being that you're older, I'm going to assume you have more experience with this kind of thing, and I was just wondering, when does it get easier? (Tamara looks at him, confused) I mean, when do I start walking by your old classroom without getting sad? When do I stop thinking of you at night when I'm trying to sleep? (pauses) When can I start kissing someone else without secretly wishing it was you?

T(looks at him sadly, but with a look that says 'I understand'): I know what you mean, Pacey. I know what it's like, but you're asking me questions no one in the world has the answers to.

[Close-up of Pacey, nodding sadly]

[Scene cuts to Jen sitting at the docks, watching the sun set. Dawson walks up behind her]

D(letting his presence be known): Beautiful, isn't it?

J(without turning around): Hey, Dawson. (He sits down next to her, she turns to him) Where's Joey?

D: At the Icehouse, working, like usual.

J: Oh yeah, I knew that.

[Jen turns back to the sunset]

D: Jen? Can I ask you for some advice?

J: Sure, Dawson. What about?

D: Sex.

J(quickly turns back to Dawson): What?

D: Um, I'd ask Pacey, but he's gone. Besides, and not to be rude, but you're more experienced than he is, anyway.

J(biting her lip): Okay, Dawson. What would you like to know?

D: Uh, this isn't going to bother you is it? Cause if you don't want to talk about this with me, and I would completely understand if you didn't, I can just go back inside, and we can pretend this conversation never-

J: Dawson, spit it out already.

D(clearly embarrassed): Okay . . . Uh, well, what I really want to know is, uh, how do I, uh, how, um . . . okay, maybe this wasn't such a great idea.

[He gets up to leave]

J: Sit down, Dawson. If you'd just get over yourself for one minute, I might actually be able to help you.

[Dawson, sits down, a surprised look on his face after Jen's outburst]

[Scene cuts to Dawson, in his room, lighting a candle. There are three more just like it lit around the room. He blows out the match and looks around, satisfied. He hears someone climbing up the ladder, and he walks over to the window, a big smile on his face]

D(looking out the window): Oh, it's you.

[Dawson turns and walks away from the window. We see Pacey's face pop up]

P(climbing in the window): The one and only.

D: So, how did your little rendezvous go?

P(scoffs): If you can even call it that . . . I guess it went okay. I didn't have any expectations, really. The whole situation was quite odd. (He sits down next to Dawson on the bed) It's all good, though, cause I have a date with Kate in about twenty minutes. [Dawson stifles a laugh]

P: Yeah, I know. I have a *date*, with *Kate*. It rhymes. Get over it, Dawson, cause you're gonna be hearing it a lot.

D: Really, Pace?

P: I sure hope so.

D: I'm happy for you, man.

[Dawson pats him on the shoulder]

P: Thanks. I should be goin', though. I just wanted to say 'hi'.

D: Alright, Pace. Have fun tonight.

P: Will do. (He walks toward the window, but stops and turns around)

Dude, Dawson, what's with the candles?

[Dawson smiles mischievously, and shrugs. Pacey just smiles and walks to the window]

P(softly): Guess I won't be the only one having fun tonight.

[COMMERCIAL BREAK]

[OPEN: Jen and Joey, in Jen's room]

JOEY(surprised look on her face): What? How do you know?

JEN: Because he came to *me* for advice.

JOEY: Wow. He *must* be serious. (burying her face in her hands) Ugh, what am I going to do?

JEN: You don't want to, uh . . .

JOEY: No, I do. Well, I think I do. But I don't want it all planned out. Then we have all these expectations, and there's so much pressure, and I just wanted it to happen when it happened, y' know?

JEN: I'm sorry, Joey. If I had known-

JOEY(interrupting): No, it's okay. (pauses) So what exactly did you tell him?

JEN: Well, I said to create a romantic mood, and to take things nice and slow, and to be prepared if you have a sudden change of mind.

JOEY(nodding): Okay. Well, damnit, now I'm nervous. (pauses, and the camera cuts to Dawson in his room, but we still hear Joey's voice)

How do I say no? He'll be so disappointed, cause if I know Dawson, he'll be lighting candles (Dawson moves one of the candles as she says this), finding a movie to watch, complete with plenty of sexual scenes (the camera pans over to the movie "That Old Feeling" sitting on top of Dawson's TV), and setting the perfect music to go with it (camera pans over to Dawson, sticking a CD in his stereo).

[Camera cuts back to Joey and Jen]

JEN: Why do you have to say no, Joey? I mean, I thought you said you were ready. What's the big deal if it's planned or not? It will still be special, no matter what.

JOEY(smiling): You're right. I'll go over there, and if it feels right, then good. If it doesn't, well, then that's okay, too.

JEN: That's the spirit to have.

JOEY: Thanks, Jen, for being so helpful through this, to both me *and* Dawson. It can't be easy for you, y' know? I mean, since you still have a thing for him . . .

JEN(indignantly): I do *not* still have a *thing* for Dawson.

JOEY(gives her a look): Jen . . .

JEN(sighs): Is it that obvious?

JOEY: No. Just call it female intuition.

JEN: Do you think Dawson knows?

JOEY: Dawson? Ha! He wouldn't know if you screamed it to him at the top of your lungs.

[The two girls share a giggle, as the camera cuts back to Dawson. He is sitting on his bed, looking unhappy. He glances at the window while changing the channels on his TV. We still hear Joey and Jen's voices]

JOEY: Well, I guess I'll take a deep breath and head over there.

JEN: Good luck, Joey. You *better* call me tomorrow.

JOEY: I will. Goodnight, Jen.

[Camera cuts back to Jen and Joey walking down the stairs in Jen's house and out the door. The camera follows Joey across the lawn to Dawson's house. She stops at the bottom of the ladder, and looks up. She takes a deep breath.]

[Scene cuts to Pacey, driving in his truck alone. He pulls up to Dawson's house and shuts off the car. He takes the keys out of the ignition, but doesn't open the door. He sits, as if thinking to himself, for a few seconds. Then, he restarts the car, and backs out of the driveway. He glances at Jen's house, and pulls up to the curb. He walks around to the other side of the house, and sees Jen sitting at the docks. He walks over to her]

P: Hey, Jen, what are you doing out here? It's freezing.

J(turning around): Oh, hey Pacey. (she turns back around) This is the only place I can I go to think peacefully.

P: Want some company?

J: Sure.

[He sits down. He has only a long-sleeved shirt on, and a pair of khakis]

J(looking at him): Pacey, no wonder you're cold. You don't even have a jacket on. You wanna go inside or something?

P: Nah, I'm alright.

J: No, you're not. C'mon, lets go inside, and I'll make you some hot chocolate.

P: Are you sure? I mean, I don't want to impose . . .

J(standing up): It's okay. Grams is at church, so she won't bug you. Besides, I've learned that too much thinking is bad for you.

P(standing up also): Amen to that. (pauses) Well, I never could turn down hot chocolate, so . . .

J(smiling): Good.

[They walk inside]

[Scene cuts to Joey and Dawson, sitting on Dawson's bed in silence. Both look slightly uncomfortable. They are watching the movie in silence. Joey looks over at Dawson, who is sitting up straight, and is looks very stiff. "Stay" by Goldfinger plays in the background. She sighs.]

J: *This* is why I said 'whatever happens, happens'.

D(not following her): What?

J: Oh, come on, Dawson. It's so obvious. The candles, the music, this movie . . . you hate Bette Midler.

D(defensively, pauses the movie): No I don't. What are you talking about, Jo?

J: I know what you're trying to do. I'm not stupid. I appreciate the careful planning, but look at you. I've never seen you so nervous.

D(playing dumb): I'm not nervous. Why would I be nervous?

J: Look, Dawson, I want this to be special just as much as you do, but this isn't the way to do it. Believe it or not, there are some things that can't be scripted. Or at least, they shouldn't be. This is one of them.

D(defeated look on his face): I'm sorry, Jo. I should have known better. I should have listened to you. I just . . . I wanted everything to be perfect.

J: It's okay, it just leaves us with an awkward situation.

D: So what do we do now?

J: Well, for starters, we blow out these ridiculous candles. (They get up off the bed, and Dawson starts to blow them out. Joey walks over to his movie collection) Then, we find a better movie to watch. (she pulls one out and hands it to him)

D(looks at it): Top Gun?

J(shrugging): I'm still in a romantic comedy mood.

[Dawson puts the movie in the VCR, and walks over to the bed, where Joey has already laid down. He lays down next to her]

J: And finally . . . (she cuddles up next to him as the movie starts)

[COMMERCIAL BREAK]

[OPEN: Jen and Pacey sitting at her kitchen table. "Today" by Poe is playing]

J: So, Pacey, I thought you had a date tonight.

P: Yeah, so did I.

J: What happened?

P: When I went to pick her up, her mom came to the door and said she's got strep throat. I guess she lost her voice and that's why she couldn't call me.

J: Eww, I had strep once. It's horrible.

P: Yeah, I've had it a couple times, too. Anyway, I didn't want to catch it, so I decided against going inside and seeing her.

J: Good choice.

P: What about you, Miss Teen Queen? Why aren't you with Mike tonight?

J(smiles at Pacey's comment): He's working.

[There is a short moment of silence]

P: Well, you don't seem too upset. (pauses) Do you get the feeling that we're both dating substitutes? Like, we can't have what we really want, so we're settling for less?

J: Yeah, but it's not like I'm using Mike. I *do* like him.

P: Oh, I know. And I like Kate. But our hearts belong to-

J: Dawson.

P(simultaneously): Tamara.

J(looks at him questioningly): Tamara?

P: Long story.

J: Oh, wasn't she your teacher?

P: Yeah . . . how did you know that was true?

J: I asked Dawson, back when we were together. We were doing that whole honesty thing, and he said he couldn't answer the question, so, I assumed . . .

P: Yeah, you assumed right.

[Another moment of silence. Jen looks like she wants to ask Pacey a question about Tamara, but then changes her mind]

J: So, you wanna watch a movie, or something? You know, to take our minds off our pathetic lives for a couple hours?

P: Sure. (they walk over to the couch. Jen looks through the movie collection) Your grandma won't mind when she comes home, will she?

J: Nah, she'll be tired, and'll just go straight to bed. (pauses) Okay, I found a good one.

[She puts it in the VCR, and Jen walks over to the couch and sits next to Pacey]

J: You know, Pace, I really enjoy your company. We should do this more often.

P: I agree.

[short moment of silence]

J: Pacey?

P: Yeah?

J: I just wanted to thank you again for being such a good friend these past few weeks.

P(smiling): Yeah, well, you haven't been so bad yourself.

J(smiling as well): I mean, I don't know how you do it, but you always put me in a better mood. When I'm around you, my worries disappear with a smile. You're . . . incredible.

P(looks at her thoughtfully): Jen, I know you better than you think.

This is obviously leading somewhere, although I'm not sure I want to know where. (he smiles slightly) You're not gonna, like, seduce me, or anything, are ya?

J(also smiles slightly, but sort of seductively): Not if you don't want me to.

[Pacey looks taken aback. This is clearly not the answer he expected. They look at each other for a second or two, before Pacey leans down and they begin to kiss passionately, laying horizontally on the couch]

[Scene fades to Dawson and Joey in Dawson's room. They are kissing in the same position as Pacey and Jen. Mrs. Leery knocks lightly on the door while opening it at the same time. She has a look of surprise on her face. She lets out an audible gasp. Upon hearing this, Dawson and Joey pull away immediately]

D: Mom! Uh . . . it's not-

M(in shock): No, no, don't explain. It's, uh, it's okay. I'm sorry. I'll just, uh . . .

[she motions toward the hallway, clearly embarrassed, and walks out. Dawson and Joey look at each other, also embarrassed]

J: Oh, my God. Oh . . . this can't be happening. I have never been so humiliated . . .

D: Jo, it's not that bad. It's just my mom. (he pauses, coming to the realization) oh, God, this sucks.

J: Dawson, maybe I should go . . .

D: No, I'm just gonna go downstairs for a second and talk to her, or at least find out why she came up here in the first place.

J: Um, okay.

D: I'll just be a second. (Joey looks uneasy) Look on the bright side, Jo. At least we were both fully clothed. This situation had the potential of being ten times as mortifying and disastrous.

[Joey smiles, but doesn't look satisfied. Dawson gets off the bed, and goes downstairs]

[Scene cuts to Gail and Mitch downstairs talking. Dawson listens from the top of the stairs]

MITCH(softly): What? Are you sure it was Joey?

GAIL(just as softly): Of course I'm sure. What kind of question is that?

M: Well, it's about time.

G: Mitch!

M: What? You knew this would happen eventually. C'mon, Gail. You can't say you didn't see this coming.

[Camera cuts to Dawson, smiling to himself]

G: I guess you're right. Oh, God. I'm so embarrassed. And those two probably feel even worse.

M: Well they were just kissing, right?

G: Yeah . . .

M: Then it's no big deal.

G(not convinced): I suppose . . .

M: So, are you ready to go?

G(hits herself on the forehead): No. I forgot to tell them we're leaving. (pauses) I'm not going back up there, Mitch. *You* go tell them. (Mitch turns to go upstairs, Gail calls after him) Don't forget to knock!

D(from the top of the stairs): Let me save you the trouble.

G and M: Dawson!

[Dawson starts walking down the stairs, trying to play it cool]

D(curiously): Where are you guys going?

M(playing it just as cool): Oh, just for a late dinner and a movie.

D(nods): Cool.

M: Son, can I talk to you for a second?

D(walks all the way down the stairs): Sure.

[The two men walk over to the couch]

M: Listen, Dawson, we're not angry. Your mom was just *really* surprised to see you that way. Especially with Joey.

D: Yeah, I gathered that.

M(smiles): Well, we'll be going now. (Dawson and Mitch stand up, and Mitch grabs his wallet out of his pocket and opens it) One more thing, son. Do you have protection?

D: Dad! We're not . . . it's not like that.

M: Dawson, you never know. (he pulls out a condom) Take it, just in case.

D(takes the condom, looking nervous about holding it in his hand with his father standing there): Um . . . thanks, Dad.

M: No problem. Just promise me you'll be careful?

D: I will. *We* will.

[Mitch smiles, pats Dawson on the shoulder, and walks over to Gail who has scurried over to the doorway. Dawson looks up the stairs and sighs to himself]

[COMMERCIAL BREAK]

[OPEN: Jen and Pacey going at it on her couch. "It's Alright" by Toad the Wet Sprocket is playing]

J: Mmmph, Pacey. We, uh, we can't do this.

P(stops kissing her): You're right. I'm sorry. This was, uh, wow, bad idea.

J: No, I didn't mean- I just, uh, Grams is going to be home any minute . . . uh, you think this was a bad idea?

P: No, I just thought that- I mean, when you said-

J(interrupting): Pacey? Do you want to continue this conversation in my room? I can turn the lights down, so Grams'll think I 'm in bed when she comes home, and she won't bother me. Or, *us*, if you wanna stay.

[Pacey looks at her, debating whether to stay. He thoughts are audible to us, and we hear him saying "I'm a firm believer that sometimes it's right to do the wrong thing." Pacey smiles to himself, remembering Tamara, then looks at Jen, who is waiting expectantly]

P: Jen, are you sure? I mean, I thought you were trying to shed your 'bad girl' days.

J: Yeah, I was, Pacey, but I'm sick of pretending to be someone I'm not. I know this doesn't seem like a good thing to do, and to tell you the truth, I don't even know why I want to do it. I guess I'm just tired of being good.

P(puts his arm around her): Yeah, well, to tell *you* the truth, I'm kinda tired of being bad.

J(looks up at him): It could be our little secret. No one has to know. (Pacey looks away from her and bites

his lip) Or, we could just go upstairs and talk.

P(smiling): Okay, but only if you make some more hot chocolate.

J(smiling also): Deal.

[Scene cuts to Dawson and Joey in his room, sitting up on his bed watching the movie. Dawson has his arm around her, and she is leaning against him. "Stand By Me", the original version by Ben E. King and the Drifters is playing softly]

J(looking at him incredulously): He *did*?

D: I told you, Jo. He encourages this sort of thing.

J: Well, you didn't tell him you were going to, you know, *use* it, or anything . . . did you?

D: Well, I told him that I was gonna need a few more. So he gets a weird look on his face, and hands me a couple more, so I say, 'no, dad. I meant *boxes*. see, we're looking to break the world record tonight.'

J(hits him with a pillow, smiling): You liar.

D(smiles): Yeah . . .

[Then he reaches over and tickles her. She scoots down to try to get away from him, and pretty soon, and he is on top of her, and they are lying horizontally, once again, on the bed. Dawson stops tickling her]

J(softly, a second after Dawson has stopped): I give.

[He leans down and kisses her passionately. They deepen the kiss, and soon Dawson's hands are all over her body. She pulls away]

J: Dawson-

D: What, Jo? Did you not- oh, I'm sorry.

[He starts to get up]

J(pulls him back down): No, Dawson. I think . . . I think this is it.

I think I'm ready.

[Dawson is speechless. He sits up and looks at her]

D(after a few seconds): Are you sure?

[Joey nods her head in silence. Dawson looks at her, and smiles. He brushes his hand against the side of her face before kissing her again.]

J(while Dawson is kissing her neck): Dawson, I love you.

D(looks up at her in surprise and smiles softly): I love you, too, Jo.

[The two go back to kissing, and the camera zooms out of Dawson's room until both Jen and Dawson's houses are in view. The screen slowly fades to black]

[END CREDITS, COMMERCIAL BREAK]

Lyrics:

Goo Goo Dolls
Iris

And I'd give up forever to touch you
Cause I know that you feel me somehow
You're the closest thing to heaven that I'll ever be
And I don't want to go home right now

And all I can taste is this moment
And all I can breathe is your life
Cause sooner or later it's over
I just don't want to miss you tonight

CHORUS:
And I don't want the world to see me
Cause I don't think that they'd understand
When everything's made to be broken
I just want you to know who I am

And you can't fight the tears that ain't coming
Or the moment of truth in your lies
When everything seems like the movies
Yeah you bleed just to know your alive

REPEAT CHORUS TWICE

I just want you to know who I am (x4)

Goldfinger
Stay

And I'm sorry
Does that mean I have to change
'cuz change does scare me
I'd like to know how i will feel
and if you'll have me
i won't leave or make you hurt
because I need you
and hope you'll let me stay
let me stay
so when i see you
'please understand the way I think
your smile it heals me
i never want to go away
believe i love you
no matter how selfish i get
i know you'll help me
the way i feel i won't forget
i feel cold sometimes
i turn my faith to fear
i feel so lost sometimes

Poe
Today

Standing in the doorway
of my life in this house
Trying to find a way to get out
Looking for a sign
That I should open the door
This craziness is getting me down

But today is the day
we break free

Walking down the stairway
to the traffic below
Anything could happen
I know
But i'm sick of everybody
telling me what to do
I hear you
Hey but i already know

And today is the day
we break free

It's clear in my mind
after all of this time
what i feel my love

there are so many times
that the sun doesn't shine
but I'm here my love(x2)

and today is the day

Maybe I should wait
just a minute or two
It's getting cold now
I feel so insecure

The future is a mistress
that is so hard to please
and the past
is a pebble in my shoe

Toad The Wet Sprocket
All Right

Losing my aim losing time
And after
Ten in the morning I find
It matters
But it's all right this time

Pulls from the tether to rise
And shatters
Caught in the wind far and wide
It scatters

If I hear the call
Of the lorelei
No I will not fall
It's all right this time

Never patterns
But for the loss of things
Gaining
Catching up with me
And these ladders
Rising and endlessly
Leading
Nowhere I can see

If I hear them cry
That it's killing time
No I will not fight
It's all right this time

King Ben E.
Stand By Me

When the night has come
And the land is dark
And the moon is the only light we'll see
No, I won't be afraid
No, I won't be afraid
Just as long as you stand
Stand by me

(Chorus:)
So darling, darling,
stand by me,
oh, stand by me
oh, stand,
stand by me
stand by me

If the sky that we look upon
should tumble and fall
or the mountains should crumble in the sea
I won't cry, I won't cry,
No, I won't shed a tear
Just as long as you stand
Stand by me

(Chorus)

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