Pacey picked up the remote control and idly flipped through the channels, as Joey walked back into the room and settled down at the other end of the couch. He and Joey hadn't really said much to each other all evening, talking mainly to the baby. Pacey wondered if he should try to bring up the subject of that afternoon's exploits but decided TV would be a safer option. He started cycling through the channels. Basic Instinct? Click. MTV's Sex in the 90s? Click. Red Shoe Diaries? Click. Dr. Ruth? Pacey gave up and flicked on the weather channel. He looked over at Joey, but she was lost in a daze, obviously not paying any attention to the tube. He wondered if she was thinking about what had happened this afternoon.

Of course, she was. More specifically, Joey was wondering how on earth she had gottten so carried away? With Pacey? Until this summer, she could barely speak a civil sentence to the boy and today she practically offered herself to him on a silver platter! How had this happened? Joey didn't know the answer to that one. But she did know that over the course of this summer their relationship had changed a lot. She'd seen sides of Pacey she never knew existed, and she liked them. She liked just spending time with him and listening to his stupid jokes and his silly fake accents. And she liked listening to his problems and being proud of him when he did something great and she liked that he-Liked? Who was she kidding? Somewhere between the top of the Empire State Building and the car hold of the Capeside-Providence ferry she, Joey Potter, had fallen hard for Pacey Witter of all people.

Now she was unsure what she should do. She wanted to be with him, but she didn't think Pacey had the same depth of feelings for her. Sure he was attracted to her, but he was in love with Andie. And then there were her unresolved problems with Dawson. She didn't even want to think about what kind of sick and twisted love triangle they made. He'd be coming home soon and though Joey had said she'd never forgive him, she knew she would. But that meant dealing with any kind of residual feelings she had for him-if any. Joey wasn't sure how she felt about Dawson any more but she did know that she wasn't the same wide-eyed girl who had once looked to Dawson to make things all better. He had given her a hard dose of reality when he'd made her wear that wire. And part of the innocence she'd always loved about her relationship with Dawson was lost to her now.

How ironic, Joey's mouth twisted. Here I am thinking about innocence lost with Dawson, when I came a hell of a lot closer to that state with Pacey. She had a feeling the two of them might still be sitting in that school parking lot right now, if she hadn't noticed they were about to roll into a ditch.

Ok, so maybe not sitting. A wave of utter frustration rolled over her. She watched as Pacey flicked through the channels, appropriately enough passing about 20 programs about sex before he turned on the weather channel. She wondered if Pacey knew she'd been about to stop him before she realized the truck was rolling. Maybe, she could find out.

"Pacey, what's going on with us?" A little movie was rolling in Pacey's head. He was back in the truck in the parking lot with Joey. Kissing Joey. Under Joey. Her question startled him out of his reverie.

"Wh-What do you mean?" he sputtered. He was still trying to process this new overwhelming lust for Joey-his new best friend Joey. It was almost too much. You don't think we should talk about what happened today?"

"Well, how's this for irony? All of a sudden Joey Potter, queen of the brush-offs, wants to talk about it. If I recall correctly, I was the one who said we should talk about the kiss on the Fourth of July, but no, you wanted to pretend it never happened." Pacey couldn't keep the bitterness out of his voice and he knew he sounded like a jerk. He realized the tables had been turned, because now he was the one that didn't want to deal with it. He wasn't very good with this self-analysis crap-that was Dawson's domain. But he had a feeling it was because the intensity of their relationship was starting to scare him. He had come to rely on Joey so much, he already spent most of his waking hours with her and now this simmering lust they'd fought all summer was getting worse. He had never felt such incredible desire before for anyone. And the way Joey had responded! That scared him most of all.

"What else was I supposed to do? You were still with Andie." She retorted angrily. Then Joey's eyes dropped and she lost some of the fire in her voice.

"Besides, I was spooked, ok?" She shrugged uncomfortably then looked up at him with a mixture of surprise and fear in her eyes, practically whispering. "It wasn't supposed to feel like that Pacey, not with you."

Pacey rubbed his forehead wearily. Not only did he feel like he was being disloyal to Andie and Dawson (despite the fact that neither one of them had attachments at this point), but he felt like he was taking advantage of Joey. And he was downright positive Dawson would see it that way-he'd always viewed Joey as his personal property. Not that it mattered, Pacey was no good for her. Despite what she said, he did fail everyone he cared about.

Besides, it could never work between them. Joey deserved a golden boy like Dawson. Yeah, the D-man wasn't going to be happy about their new relationship. But despite what Dawson or anyone else thought about him, he cared about Joey-a lot. He would never hurt her. That's why he wouldn't act on these feelings. Even if it did leave him with a terminal case of blue balls.

"I know," he sighed, then he looked at her solemnly. "Joey, today was incredible. I've never wanted anyone like I wanted you today. If the truck hadn't started rolling-" he stopped unsure if he wanted to finish that thought. Seeing the lovely shade of deep pink Joey was turning, he figured he didn't have to. "I just, I don't know what this means…All I know is we've got this amazing friendship now and I don't wanna screw this up." He reached out and touched Joey's cheek gently with his fingers. "I know I don't say this kind of stuff to you Jo, but you've been there for me in so many ways this summer. I don't know if I could've made it through without you. You're my best friend. No one knows me like you do." He dropped his hand and continued more uncertainly. "And maybe it's stupid or maybe I'm being selfish, but I'm not going to throw that away, just cause I can't keep my hormones in check."

"So that's what you think this is? Me just stirring up your testosterone levels." Joey said in a cold voice, getting up from the couch and walking over to the window, her arms crossed and shoulders tensed. "You know Pacey, for all the ragging you do on Dawson for not realizing what's right in front of him, I'm starting to think you're twice as blind as he ever was."

Pacey's heart skipped a beat. He stared at her with apprehension. "What are you talking about Joey?"

"I'm talking about us Pacey. In your truck. Today. If you really think all that was was lust, you're living in a bigger dream world than Dawson." That said, she stalked into the bathroom and slammed the door. As if on cue, Alex started wailing. Pacey groaned in frustration and rose to get the baby. He refused to think about Joey's last comment. The only things he felt for Joey other than uncontrollable lust was gratitude and friendship. Right?

"When did life get so complicated, huh Alex?" The baby's angry wail turned into happy gurgles as Pacey picked him up and swooped him through the air like an airplane. It was Alex's favorite game and never failed to calm him down. Pacey wished something simple like pretending he was an airplane would erase all his complicated problems. He stopped and looked at Alex seriously, "What do you say we switch places, kid?"

Realizing the game was temporarily stalled and feeling rather cranky, Alex's face crumpled into his I'm-gonna-start-screaming-soon look. Pacey chuckled and cradled the baby to his chest, patting his back soothingly. "Yeah, I don't blame you, Al. Dirty diapers ain't nothing compared to this teenage-angst stuff."

Pacey pulled the truck up to the curb in front of Screen Play Video at 2 p.m. Three days later. His shift didn't begin until 3, but he didn't know what else to do with himself. Joey still wasn't speaking to him and he was going stir crazy at home, what with Deputy Doug tooling about. He cut the engine and grabbed his work smock, heading into the store. Jack, who was rewinding some tapes behind the counter, looked up when the door jingled to see his long-faced friend walking up the aisle.

"Hey J, thought I'd come in early and give you a hand beating off the hordes of customers trying to rent Bride of Chucky," Pacey jumped up, parking his butt on the counter.

"Good thing," Jack nodded at the deserted store. "I don't know if I could handle the mad rush. I might drown in my own puddle of drool." He sighed and sat down in his chair, leaning back and seeing Pacey's downhearted expression.

"You still moping about Joey?"

"She won't even talk to-Hey!" Pacey blinked in shock. "How'd you know Joey and I had a fight?"

Jack grinned. "She called Jen yesterday to tell her all about it and from the side of the conversation I could hear-including Joey's angry shrieks-I deduced it was all your fault. And since I got to hear a fine series of lectures from Jen about how much "men suck" all day, I'm sending you the doctor bill." He pointed to a faint purplish bruise on his left cheek.

"She HIT you?!"

"Nah. Not exactly" Jack laughed. "We were washing the kitchen floor and she was so angry when she got off the phone, she knocked the bucket of suds over. I slipped and banged face first into the kitchen table."

Pacey started laughing, but tried to stifle it at Jack's indignant look.

"Sorry Man. Didn't mean to cause so much trouble."

"Yeah well what'd you do anyway? Jo, sounded pretty riled up."

Pacey looked uncomfortable. "Uh…I don't know if you want to hear it Jack. It's kinda…Well it's sort of…"

Jack rolled his eyes and mercifully saved Pacey from babbling further. "Is it about the kiss?"

Pacey felt the blood drain from his face and his tongue suddenly felt like it could be used as a doorstop. "Kiss? What kiss? I… uh…I don't know what you're talking about Jack. I-"

"Come on you thought I wouldn't find out she kissed you on the fourth of July?" Pacey stared at him in shock, not sure if he should be worried.

Jack just shrugged. "Jen talks really loudly when she's on the phone. So is that what it was about?"

"Uh, sort of." He looked at Jack, debating if he should tell him the rest. "There's a little more to it."

"See, I knew there had to be more to the story. I'm telling you, Jo was p-o'ed man. So, what happened? And how did you and Joey get in a liplock? I thought you were mortal enemies or something." Pacey couldn't believe it, but Jack seemed to be ok with this, actually he seemed to find it pretty amusing.

"We were arguing and I called her a prude and she kissed me to shut me up I guess. Man, it was incredible. That girl has lips that-" he stopped aware suddenly that he was talking to Joey's ex-boyfriend. Jack only nodded calmly.

"Tell me about it. Hey, why do you think I waited so long to come out?" He arched an eyebrow and grinned smarmily, as Pacey busted out laughing. "You sneaky little devil McPhee! You suckered the girls into thinking you're the sensitive, debonair Rupert Everett-type, when you're just as much of a hornball as the rest of us poor schlubs."

"Hey Pace, I may be gay but I'm not dead. Look at the girl, a half-blind troll could see how gorgeous she was. So tell me more about this kiss? That can't be it. Jo was fuming and Jen was none too happy when she got off the phone either. What'ya do?"

"After we dropped you guys off the other day, we were bored and I offered to teach Joey how to drive." Jack chortled, imagining the reaction that had gotten. Joey had described Pacey's driving skills to him before in numerous colorful ways, none of which were complimentary. "So we went to the high school parking lot and it started out ok. But then, I don't know something changed. And the next thing I know, we were kissing and things got really out of control. We couldn't keep our hands off each other, Joey almost ripped my shirt off and we nearly ended up in a ditch and-"

"WHOA! HOLD IT!" Jack was making the time-out sign. "You're telling me Joey Potter, the same Joey who called you an-what was it, oversexed cretin?- practically jumped your bones?" He spoke slowly, incredulously.

"I know how crazy it sounds. But, I mean there's been this weird sexual tension thing all summer, and this was serious. I never felt anything like this." Remembering that he was talking to Andie's brother, Pacey immediately cringed. "Not that I didn't love Andie, Jack. Or want her, I did. I mean I was really attracted to her, she used to do this-"

Jack held up a hand. "Really Pacey, it's ok. She's my sister, don't go there." He sighed. "I know you loved her. She's made her decision though and she's a big girl. Besides, you can't help who you're attracted to. It's all about chemistry." He paused. "Did you say you almost rolled into a ditch? Is that some kind of kinky metaphor I'm not getting or are you talking a real ditch here?"

Pacey looked at him strangely. "A real ditch. They're doing construction on the lot and Joey hit the gearstick with her foot." He ignored the look Jack shot him. "We rolled across the lot and I was, well, uh, a little pre-occupied and if Joey didn't notice and slam on the breaks, we would've gone right over."

Jack chuckled. "Death-defying action inside and outside the truck. So Jo was weirded out about this?"

"Um, no. I was," Pacey admitted reluctantly. "She insisted we talk about it and I told her I didn't want to risk our friendship because I couldn't keep my hormones in check and she flipped out and told me I was as blind as Dawson was, and locked herself in the bathroom for the rest of the night," he sighed and mumbled, "Come to think of it, that's getting to be a trademark mad-at-Pacey move for the women in my life."

Jack smiled. "She was right. That was a very Dawson thing to do. Let me make sure I've got this straight. You, in effect, told her you didn't care how she felt or what she wanted, but you weren't going to risk your friendship over something so inconsequential as being attracted to her?"

Pacey blinked and scowled. "Well it sounds a lot worse when you put it that way! But come on, really what difference does it make. Joey's in love with Dawson, it's always been that way. One afternoon of torrid kissing in my truck isn't going to change that."

"No, but maybe one summer without Mr. Perfect around did," Jack looked at him thoughtfuly. "Are you so sure Joey's still hung up on Dawson? Because any girl who practically rips your shirt off then locks herself into a bathroom to avoid you when you refuse to acknowledge any interest in her as anything more than a summer fling doesn't sound like she's holding a torch for some other guy."

Slow on the uptake, Pacey jumped down from the counter and looked at Jack warily. "You're saying Joey has a crush on me or something." Jack grinned, understanding Joey's frustration. "I'm saying I've watched the two of you all summer, and I've seen it in her eyes when she looks at you. And when you look at her. I think there's more than just lust there. And so do you." He punched his time card into the clock and clapped Pacey on the shoulder as he sauntered out of the shop. "See ya buddy."

Pacey didn't move, just stood there dumbfounded. Jack generally knew what he was talking about when it came to Joey. Could he possibly be right? A catalog of mental images flipped like a picture book through his mind. Him and Joey on the Empire State Building. Dancing on the keyboard at FAO Schwarz. Hugging at the baseball game. Dumping Joey in the water. Kissing in the back of the truck. Holding hands on the dock. Joey holding him as he cried his eyes out. Pacey's head swam and he grabbed the counter. He felt like someone hit him over the head with a baseball bat. Why he hadn't he realized it before? He was in love with Joey. Pacey wasn't sure when it had exactly happened, when specifically their relationship had crossed that line between close caring friendship to out-of-this-world, no-holds-barred love. But he did know the way she made him feel like he was the only guy in the whole world when she looked in his eyes, how the mere touch of her lips made him crazy with desire, how it felt like he was home when he was in her arms.

Then reality came crashing down hard. What did it matter? Pacey couldn't act on these feelings. Dawson would destroy him, not to mention how Andie would take it. Besides, he didn't deserve Joey. He didn't know what Jack thought he saw in her eyes when she looked at Pacey, but he was pretty sure it couldn't be love. He hadn't lied when he said Joey knew all of him there was to know. He may have played the hero all this year, but deep down, Pacey knew he was still the same screw-up, class clown, black sheep, call it what you will. Joey was sure to have seen that by now. So, it didn't matter that he'd realized his heart and soul was bound up in this girl. He couldn't believe Joey Potter could ever fall in love with him.

Pacey walked around the corner, slumped down in his chair and closed his eyes. Wondering exactly how he'd gotten into this mess.

It was another two days before Pacey saw Joey again. Jen had called him once she got over her displaced anger and insisted he patch things up with Joey. He had a feeling Jack had told her about their conversation. She said she wanted them all to go out to dinner and it was his job to pick up Joey and make amends.

As nervously as if he was on a first date, Pacey knocked on the screen door. He heard Joey yell that she was coming and a moment later she came to the door holding a wriggling Alex. Her face hardened when she saw it was Pacey.

"What do you want, Pacey?" she gritted her teeth, trying to keep a firm grasp on the baby.

He pulled out a handful of red licorice whips from behind his back. "Peace offering?"

Joey smirked slightly, feeling her anger start to melt. "Licorice twists, Pacey? What you didn't want to shell out for flowers?"

Her mouth dropped, when he extended his other hand, holding out a huge bouquet of hothouse flowers. "I wasn't taking any chances," he grinned, as her shocked expression started to turn into a huge smile. "I'm sorry Jo, I know I didn't handle things so well the other day. Its just that your friendship means a lot to me you know. I don't want to lose that." She opened the screen door and he handed her the flowers and took Alex from her. She arranged them in a vase near the sink then took Alex back and headed to his changing table.

"It's ok. I shouldn't have flipped out on you. This is all so weird." She peeled off Alex's dirty diaper and set it to one side as Pacey handed her the wet wipes. "It was kind of a reflex after dealing with Dawson's state of oblivion all the time. I guess I got angry with you when I thought you were ignoring what's going on with us." She looked at him out of the corner of her eye trying to gauge his reaction.

"I'm not ignoring it Jo," Pacey looked nervous and confused. "I do have feelings for you." Joey realized this was the moment of truth and she was holding her breath in anticipation. She forced herself to relax, and reached out as Pacey handed her the baby powder. "They're just so…complicated."

Complicated's not necessarily a bad thing, she told herself as he continued. "I mean, you know a relationship between us would never work. I mean there's Dawson and Andie and we'd probably kill each other after a week." And there's that big yellow streak up my back, he thought, wondering why he was suddenly feeling like such a wimp. Pacey had always gone after everything he'd wanted before, no matter how outlandish the goal seemed. But he wasn't sure he could handle a rejection from Joey.

"I think it's just better if we stay friends, right?"

Joey stared blindly at Alex as she fastened a new diaper on automatic pilot. She'd stopped listening to Pacey after he said it wouldn't work. What more did she need to hear really? He didn't love her back, clearly. She realized he was looking expectantly at her, she had vaguely heard the end of his question, "…friends, right?" As if she had another option? She looked at Pacey, plopping Alex's dirty diaper in his outstretched hand.

"Right," she said, flashing him a fake smile, as she walked out of the room.

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