“Tell me again why I’m here?”

“Well, as you know, the Witter family, in all its incarnations, has taken it upon itself to populate the unsuspecting world with its demonic spawn. And one of the little, evil bastards is having a birthday. That said, I – the least employed of the clan, have been sent here to find a suitable present for the anti-Christ.”

“And what do you get for the key to the apocalypse?”

“Exactly. Which is why I’ve dragged you here with me on this glorious spring day.” Pacey waved his hand around at the toys surrounding them. “I need to find something that says ‘stay away from my Playboys’.”

“You’re so altruistic.” Joey rolled her eyes; not letting herself think about what Pacey might be using those Playboys for, and definitely determined not to ask. Pacey was perhaps the only person ever to honestly answer the question of why he bought them. “Okay, so boy or girl?”

“The kid was leafing through my Playboys, Jo.”

“You’re saying that a girl could in no way find pleasure from your misogynistic magazine?”

“You put it so sweetly.” He draped his arm over her shoulder as they walked down the aisle, not wanting to analyze why. “Okay, boy.”

“Age?”

“Four.”

“Four? You’re letting a four year old look at Playboys?”

“Not letting,” he said in a low voice, trying to ignore the stares of the older women in the store. “And you’re makin’ me look bad.”

“You don’t need my help for that.” She shoved him away from her. “So, now that you’ve corrupted the poor boy while he’s young, you want to try and make up for the fact by buying him something that exudes innocence?”

“Right.” Pacey picked up a strangely shaped stuffed animal. “What the hell is this?”

“Don’t you watch TV?”

“Not TV that contains this.”

“I’m surprised. You rank right up there with Alexander in intelligence too.” She took it from his hands and tossed it back on the shelf. “You want to stick with the classics, Pacey.”

“Classics?”

She reached on the shelf above, standing on tiptoe. He watched her lithe body as it curved, heat surging through him at the sight. Knock it off man, he reminded himself. She couldn’t be further off-limits. Settling back on the floor, Joey held out a toy to him triumphantly. He raised an eyebrow at the red bundle of fur.

“Elmo?”

“Tickle Me Elmo.” Joey smiled. “I’m guessing that, since you were always a year or two behind the times with your toys, maybe the tradition has continued. So you’ll look like a god, Uncle Pacey.”

He took the toy and turned around wordlessly. Joey watched him with worried eyes, wondering what exactly she’d said wrong. It seemed like lately, she said a lot of things wrong when it came to Pacey. He dropped the toy on the counter, setting it off. Joey watched him as he stared at it, completely uninterested in it anymore.

She reached out and touched his arm, shocked when he drew back like she’d burned him. “What did I say?”

“Nothing, Jo. Nothing at all.” He turned his attention back to the salesman and gave him the money for the toy. Grabbing the bag, he headed out of the store, not once looking back to see if she was following him.

Joey hurried after him, catching up just as he unlocked her side of the car. She got in and faced him. “What?”

“Nothing.”

“Pacey.” She reached out to him again, laying her hand gently on his arm. He looked down at it as if it were something foreign. “Please?”

“You know what I loved most about Tamara and Andie, Joey?”

She shook her head, her eyes never leaving him. His head was bowed slightly, the strong curve of his neck facing her as he looked toward his window. “What, Pacey?” Her voice was soft and unobtrusive, asking him for only what he wanted to tell her.

“They didn’t know me at all. They didn’t know about my past, about what a fuck-up I was, they didn’t know anything about Pacey J. Witter.” He laughed harshly, bitterly. Joey felt her heart tighten at the sound, hating that he hated himself so much sometimes. “They didn’t know that his father hated him, his mother pretended he wasn’t there, his sisters ignored him, his brother picked on him, his best friend pitied him and... And his other best friend only tolerated him because she didn’t have any other choice. They didn’t know that he got hand-me-down presents every Christmas because that’s about all his mother could convince his father he deserved. They didn’t know that he heard his parents arguing one Christmas that he wasn’t even worthy of the crap they gave him.”

“Pacey, I…”

“Do you know where I spend Christmas, Joey?”

She shook her head, hating that she didn’t know the answer to his question. “Where?”

He shook his own head, not willing to part with the information. “Never mind. I need to get you home before Bessie calls Doug and asks him to put out an APB.”

She continued looking at him, afraid that if she looked away she’d miss something important, not realizing that she’d missed it all along. “I never just tolerated you, Pacey.”

“Let me ask you a question, Jo. A year ago, we were making Dawson’s movie before school, before Jen, before…before everything. Suppose someone had asked you who your best friend was. What would you have said?”

“Dawson,” she answered without hesitation.

“And then suppose they’d asked you who I was. What would you have said then?”

“That you were Pacey, Dawson’s…” She pursed her lips together, not wanting to continue, knowing the damage was already done. “So I don’t like to admit that I like you, is that so bad?”

“Nah,” he laughed it off, pretending it didn’t hurt so much. “I’m used to you not admitting things, Potter.”

“What’s that supposed to mean?” She snapped her seatbelt into place as he started the car, knowing without question that they were back in familiar territory. She folded her arms over her chest and glared at him. “Well?”

“Two words, Jo. Dawson Leery. How long did it take you to admit your feelings for him?”

“Dawson doesn’t count.”

His blue eyes seemed to penetrate her soul as he turned them on her, hurt still shining in them. “He does, Joey. Probably even more than you know.”

Joey turned on the radio and lay her head back against the seat. She watched him out of the corner of her eye, noting the way his hands tapped the steering wheel in time to the music. Watching them, the long tapered fingers, the blunt nails, and knowing the large, firm grasp of them, she wondered what it would be like if he held her.

A hot blush ran through her at the thought and she quickly turned her gaze out the window. “So, why did we have to come all the way out here to buy this toy?”

“Well, I didn’t want anyone to see us in Capeside and think you and I had been having a few private dalliances, producing something that might require a trip to the toy store.”

“Oh please, Pacey!” She laughed at the lame excuse. “I have a nephew well within toy buying age. Next?”

He was about to respond when a bulletin came over the radio. He pointed at it and she listened to the announcer’s words.

“You’re kidding, right?”

“Nope.”

“But…”

“Come on, Jo. Admit it. You want to go.”

“But how did you…?”

“I heard something earlier today. That was our original destination. Then I remembered the damn toy, okay?”

“Cape Doom, Pacey?”

“By the lighthouse. I know it’s corny, but you have to admit, Dawson’s going to be jealous he wasn’t there.”

“Right. When the alien spaceship lands and you and I are taken to another planet along with E.T.”

“We could send another ship for him, do a little alien probing? You wouldn’t mind probing Dawson on the examining table, would ya, Jo?”

“You are so uncouth.”

“Yeah. You bring out the best in me, Potter.” He smiled, the earlier conversation either forgotten or just now ignored. He reached over and took her hand. “Whatever would I do without you?”

She dropped it as if she couldn’t stand the feel of his touch, grinning all the while. “God, I only wish I could find out.”

Pacey grinned back; glad the tension had left the car. He hated to admit how much he liked teasing her, spending time with her. Hated the fact that half of his thoughts about her felt like a betrayal of his friendship with Dawson.

Hated that moments like the one they’d had outside the store always seemed to come between them. Joey didn’t know him, not really. Just like Dawson didn’t know him. Joey had always had her own problems and Dawson hadn’t wanted reality. He’d always preferred his own world and, after each disappointing experience in the real world, Pacey had always preferred to join him.

But the real world gave him moments like these, moments in a warm car, Joey by his side, on a road trip to see some alien spaceship come down and abduct an alien.

Sometimes real life was weirder than a Dawson Leery movie.

“It’s cold.” Joey shivered, pulling her jacket around her shoulders. “I was warmer in my sweater.”

“But you look so cute.” Pacey gave her a goofy grin. He’d offered to spend the remaining money for his nephew’s present on T-shirts for both of them, just so they’d have proof of their adventure when it came time to relate the tale back to Dawson. “Besides, we need a way to show we were here.”

“Hurray for capitalism?”

“Something like that.” He shrugged off his own jacket and offered it to her. “Here.”

She looked at him, taking in the way the stupid yellow shirt hung on him. It said “I am now ready for abduction” and he looked absolutely ridiculous. But she’d insisted he get that one so that the aliens would do her a favor and take him instead of whoever or whatever they were supposedly coming for. He’d insisted she’d miss him.

She’d given him a look.

Looking at him now, it didn’t seem quite so ludicrous. When had Pacey gotten to be so…so… She shook her head, unwilling to even fathom the thought. She held out her hand, taking his jacket from him. “Thanks.”

“I’ll expect sexual favors in return.”

Joey handed him the jacket right back. “Actually I’ll be warm enough in hell, which is where you’d land me given half the chance, so never mind.”

He draped it over her shoulders. “You know you want me,” he whispered the words, his breath warm on her neck.

“Right. Like I want leprosy.”

“I’ll have you know I was thoroughly cleared by the doctor while I was dating Andie, so the chances of leprosy are slim to none.”

“You got tested?” Joey stopped walking, turning to face him. “Really?”

“Hey, I’m a responsible young man, fully aware of the possible consequences of my burgeoning sexual activities.” He gave her a smug look, which quickly faded into a sad smile. “And I wanted to make sure Andie was safe.”

Joey took his hand and started walking again. “It still hurts.” It wasn’t a question, but Pacey nodded anyway.

“I loved her, you know? And she didn’t…didn’t love me enough.” He shrugged as if it didn’t matter, falling in step with her. The rest of the crowd that had gathered on the beach didn’t bother them, didn’t even seem to enter into their universe. “Hey, there’s a fire.” He pointed with his free hand, gesturing toward a metal barrel with a crackling fire. “Wanna get warmed up, Potter?”

She ignored his comment, handing his jacket back to him as she headed toward the warmth. He followed her, standing on the opposite side of the barrel. Something that looked like a shrimp joined them followed by a purple-haired Rastafarian. Joey glanced at them quickly then looked back at Pacey. The absurdity of the situation was almost too much. “It’s too bad Dawson’s not here for this.”

He nodded, rubbing his hands together. This was a scene out of Dawson’s imagination. “Yeah, tell me about it. This whole situation is like something out of one of his sci-fi movies.”

Joey didn’t want to even imagine the character she’d be playing. The shrimp spoke suddenly, in a strange Latin accent. “But this is a Muppet movie. It’s much more realistic.” He moved closer to Joey, rubbing his…hand, she decided, along her arm. “And romantic, okay?”

She removed the appendage. “Right.” Looking at the other…creature that was standing between her and Pacey, she raised an eyebrow. “So what’s your deal? Are you some sort of alien or something?”

“Nah, baby.” He gave her a look. “Me and Gonzo are very tight. In fact, we’re gonna be chillin’ in our hot tub later on. Perhaps you’d like to partake in the par-tay?”

Oh God. There was something worse than being propositioned by Pacey Witter. “Geeks.”

“That’s all right, don’t answer right away,” he called after her.

Pacey watched her go, a smile on his face. The shrimp moved over to the other guy. “Oh, she’ll be back.”

Shaking his head, Pacey brushed past them. “Not in this lifetime. Trust me.”

Joey pulled her jacket tighter around her as she huddled in the sand dune. The faint sound of the crowd could still be heard, but she was away from the very distinct weirdness. Too many people in costumes and…not in costumes. Too many people all together.

“You okay, Potter?”

“Yeah.” She nodded as Pacey sank down next to her. “Just a little bit of sensory overload.”

“And I haven’t even kissed you yet.”

She rolled her eyes. “So, where are the little green men?”

He reached over and tugged on the bottom hem of her T-shirt, pulling it out so she could see the silhouette of the alien on it. “More like a weird purply-blue guy.” Shrugging, he released the material and stared out at the water. “Don’t know. The crowd’s getting restless. Did you want to go?”

She yawned, “No. We can stay.”

“You’re tired. We can go home.”

“Pacey, it’s after midnight. We’re five hours out of Capeside. You’ve been up just as long as I have.”

“Longer,” he reminded her. “You were still in bed when I picked you up.”

“Fine. Longer.” She closed her eyes for a moment and leaned against his shoulder. “Maybe we should just find a rest stop and stay there for the night.”

“We could rent a hotel room.”

“How?”

He shrugged, careful not to force her from his shoulder. “I happen to have a certain credit card. And my dad has the messiest signature known to man.”

“Pacey, that’s against the law.”

“And stealing his car, drinking while underage, hosting a party of strippers in order to raise an unprecedented amount of cash as well as…”

“Okay, I get it. You’re a repeat offender.”

“One more notch in the loser belt isn’t going to make that much difference.”

“I’ve told you before, Pacey. You’re not a loser.”

“I am in his eyes.” He pressed his lips together and kept his gaze focused on the water. “And his eyes are the only ones that matter, sometimes.” He shifted away from her slowly, giving her time to move away before he stood up. “Come on, Potter. We’ll go find some seedy motel and I’ll make you a woman.”

“You wouldn’t know a woman if one bit you, Pacey.”

“You volunteering?” He wrapped an arm around her shoulder and started toward the car. “Because I’d let you bite me, Potter. And since you always ask for me to do the same…” he leaned in, acting like he was going to nibble her skin.

Joey slapped him and shoved him away, angry at the pounding of her pulse at the thought. “Keep dreamin’, Witter.”

He sighed dramatically and fished his keys out of his pocket. “Dashing my hopes so early in the evening.” He unlocked her door as they reached the car and opened it for her. “Your carriage, my lady.”

“Why thank you, kind sir.” She watched him close the door behind her before reaching over to unlock his side. She slid her hand back along the seat and leaned against the door. “Are there any hotels nearby?”

“Joey? We’re in New England. It’s by the Cape. There’s probably more hotels and bed and breakfasts than you can shake a stick at.”

“Any place that’s going to take us in after midnight?”

“I’m pretty sure we’ll find something somewhere.”

“With two beds?”

He rolled his eyes and started the car. “Don’t you worry your pretty little head, Josephine. I’ve no intention of soiling your virtue.”

“And I should trust you, why?” She settled back in the seat, content to torture him the entire ride.

“I’ll have you know that I’m very trustworthy. I, Pacey Witter, sexual guide for the masses of Capeside teens have been 100%, completely sex-free. Not just over the entire summer of denial, but ever since.”

“And I’m sure it had all to do with honor and integrity and nothing to do with the fact that you couldn’t find a cute teacher handy?”

The remark stung a little, but Pacey managed a smile in her direction. “Well, when you’ve been dating the local head case, people tend to treat you a little more warily when it comes to the dating.” The words carried an emotion that Joey didn’t want to identify. She was finding more and more, that if she listened to how Pacey said things instead of what he said, she heard an entirely different story.

“Getting tired of shaking hands with yourself, Witter?” She leaned against the window and watched him, wondering at how he reacted when he thought she wasn’t looking.

“So speaks the woman who must be the master of self-gratification.” He gave her a sly smile before turning his attention back to the road. “Still firmly entrenched in self-righteous virginity, no boyfriend in sight. Must be a lot of long, lonely nights for you, Jo.”

“I get through them all just fine, thank you very much.” She turned so that she was looking away from him; her gaze fixed on the road ahead. “If I find myself getting aroused, I just think of you.”

Heat rushed through Pacey. “You do?”

“Yeah. I think of you and I’m not aroused any more.”

He laughed and shook his head. “Thanks for the ego boost, Potter.”

“It’s what I’m here for.”

Pacey unlocked the hotel room and opened the door. Joey pushed past him and turned on the lights, dropping their stuff on the bed. “Ugh. This is…scary.”

He rubbed his tired eyes as he kicked the door shut behind him. “What?” He dropped his hand and cringed. “Oh. God.”

She sank down tentatively on one of the beds and looked around. The room was relatively clean, but small, damp and slightly damp smelling. “It could be worse.”

“How?”

“There could only be one bed.” She gestured to the other twin bed. “Or bunk beds.”

He managed a grin. “True. And since there’s two beds, I don’t have to worry about waking up with little Joey Potter all snuggled up in my big, manly arms.”

“And I don’t have to worry about the pathetic Witter morning erection poking into my thigh.” She smirked at him. “Not that I’d probably even be able to notice.”

“You’d notice.”

“And then I’d eviscerate you.” She picked up the bags and got off the bed. “I’m going to go change.”

“Into what?” Pacey’s voice broke slightly on the last word. “You’ve got all of a sweater with you, Jo.”

“Right.” She nodded and disappeared into the bathroom.

Pacey stared at the door with wide eyes, not wanting to think of what she might be changing into. He felt the beginnings of an erection and lay back on the bed. How was he supposed to sleep in the same room as Joey Potter and not want her? Not think about her? Not…embarrass the hell out of himself? He hadn’t had a wet dream in years. His luck, he was going to have a host of them tonight. He bolted upright as Joey opened the bathroom door, peeking out from behind the door.

She tossed something toward him. “I don’t need this.”

Pacey had an unsettling fear that whatever she threw at him would be silky and warm from her body. Instead he reached up and caught the Tickle Me Elmo just before it hit him in the head. “Quite the strip tease, Potter.”

She opened the door the rest of the way and walked out. The alien T-shirt she was wearing reached the middle of her thighs and her legs below seemed to go on forever before they reached the floor. His eyes were glued to her tanned flesh, his heart pounding. “Thanks, Pace.”

He forced his gaze back to her face. “My turn, I guess.”

“I guess so.” She moved away from the bathroom door as Pacey stood up. He handed her the toy as her gaze went to his groin. She smiled slightly. "Don’t take too long.”

Pacey grinned and leaned into her, his breath stirring her dark hair. “I won’t.” He shut the door behind him and leaned against it, struggling to breathe. One way or another, Joey Potter was going to be the death of him. He was sure of it.

Joey smiled as the door closed behind him and set her clothes on the chair. Tugging absently at the hem of her shirt, she pulled the covers down on the bed closest to the window and sat on it. Grabbing the sheet, she pulled it up to her neck and looked down at the toy in her hand.

As much as she wanted to deny it, and as much as she seemed unaffected by it, she was nervous about sleeping near Pacey.

Because, as much as she wanted to deny it, there was something about him that made her knees a little weak from time to time. And she had never been more thankful that there were two beds in a given enclosed space than she was right now. Because if she had been forced to spend the night in bed with Pacey, she would have woken up in Pacey’s arms. And she would never have lived it down.

Squeezing the toy, she smiled as it laughed. The bathroom door swung open and her hands tightened involuntarily at the sight. The toy laughed again and in a high pitched voice told them both that it tickled.

Pacey grinned and looked her over. She was so innocent looking, her dark hair falling in her face, curling slightly from the damp night air. Her skin was golden as always and her dark eyes seemed to shine in the light. Only the damn toy in her hands kept his thoughts from straying to how he was going to manage to wrangle his way into her bed instead of his own.

He was staring at her and Joey hated that she couldn’t see his eyes. He gave away so much of what he was thinking in his eyes. But the stupid yellow T-shirt still clung to him, to his strong upper torso, and his boxers emphasized his slim hips and taut thighs.

“Well,” he hit the bathroom light switch and walked toward the door. Locking it, he turned off the main light and went to the empty bed. “Night, Potter.”

“Night.” The word came out soft and breathy, nothing like it was supposed to sound. Nothing like the detached, completely uninterested in Pacey’s body Joey Potter would sound.

He pulled back his covers and slipped under them, turning on his side so that he could watch her as she lay back. “Sweet dreams.” She made a soft noise and Pacey felt his cock harden. Oh God, he was going to die if she kept that up.

“You too.”

They lay in silence, neither saying anything, neither sleeping. Finally, Joey rose up onto one elbow and looked over at him. “What’s it like?”

“What?”

“Sex.”

Oh fuck. Pacey barely stifled his groan as his body shifted, the blood heading south. “Potter…” Her name came out strangled. “I don’t know that sex is the best topic of choice.”

“You worried, Witter?” She grinned. He couldn’t see it, but he could sense it in the darkness. “Worried talking about it might stir something up?”

“I can safely say that I can resist you, Potter. It’s not that hard.”

“Oh really?” He heard her throw back the covers and slide out of the bed. He closed his eyes, not wanting to see her, not wanting this to be happening. She sank down beside him and touched his chest. Pacey rolled onto his back and looked up at her, her brown eyes catching his. “You can resist me?”

“Yeah.” His tone was defiant, despite the fact that his erection was now bordering on painful. Her hand was still on his chest, her thumb rubbing soft circles on the cotton of his shirt. “I can.”

“But can you resist Elmo?” She giggled and held the red blob above him in the darkness. “Elmo loves Pacey.”

He pushed her hand away and shook his head. “Funny, Potter.”

“No,” she cooed. “Elmo loves Pacey.” Her hand slipped down his chest, pausing at the waistband of his boxers. “He does.”

“Potter.” He reached for her hand just as she squeezed the toy and set it giggling and vibrating. Avoiding his grip, she pressed it to his groin, just under the covers and laughed.

Irritation flaring, Pacey grabbed her by her upper arms and flipped her onto her back. Moving over her, he trapped the still vibrating toy between them. His legs slipped between hers, the plush Elmo the only thing keeping her from feeling the hard press of his erection. "You think you're funny, don't you?"

She nodded, still laughing, not noticing the dangerous look in his eyes. "Elmo's the jealous type. He was worried you were getting too worked up by talking to me."

"So he decided to go down on me?"

Joey sobered quickly, realizing for the first time that she was trapped underneath Pacey in a bed, both of them wearing little more than underwear, both of them more than a little excited. Her breathing changed, growing shallower. "That's what Elmo does."

Pacey lifted his hips slightly and tugged the toy out from between them. He tossed it over onto Joey's bed, smiling as it laughed in the darkness. "What does Joey do?"

"What?"

He lowered himself back down slowly, his eyes never leaving hers. He knew the instant he touched her, the instant she felt his arousal, not just from the molten heat that seemed to replace his blood, but from the wide-eyed surprise in her face. "What does Joey do?" The words came out as a husky whisper this time.

"Joey…Joey…” she shook her head, unsure of the answer. The corner of his mouth lifting in a smile, Pacey bent his head and let his breath brush her lips.

"Does Joey do this?"

“Wh…” The word was lost somewhere in Pacey’s kiss as his lips found hers. She sighed, her mouth opening, allowing his tongue to slide inside. Joey’s soft moan of pleasure as he touched her, a shuddering whimper of desire, seemed to run through them both.

Pulling back just slightly, Pacey stared down into Joey’s dark eyes, glazed both with desire and need. She licked her lips, her tongue softly pink against the swollen flesh.

With a quiet groan, Pacey nibbled on her lower lip, tasting her. Joey’s hands lifted from her sides, running up his spine to tease the hairs on the nape of his neck.

Her lips parted again and Pacey’s tongue slid between them, slowly and possessively. There was no conqueror, no victor, simply a subtle invasion where both parties won and lost.

The tip of his tongue danced across the roof of her mouth and Joey tilted her head, fitting more firmly into the kiss, now guiding the kiss, sucking on his tongue, inviting him in further.

Pacey carefully lowered himself to his elbows, framing her face with his hands, stroking her delicate skin. He surrendered to her command, letting her taste him, letting her explore him. He could feel the heat building between them, threatening to overwhelm them both. He broke the kiss gently, listening as the breathing – heavy and shallow – filled the small room.

Shifting his hips, Pacey tried to ease the mounting pressure of his erection. Joey felt the subtle shift and froze, a real fear in her eyes. “No.”

She shoved Pacey away from her and he fell back, his surprise and shock of her sudden refusal offering no resistance. “Joey?”

“No.” She shook her head and rolled off his bed, moving on shaky legs to her own. “I’m sorry, Pacey.”

His breathing faded from harsh pants as he nodded, focusing on nothing but the steady intake of air.

“I’m sorry…”

He held up a hand to stop her words. “No.”

“But…”

He stood up and snapped on the bedside lamp, not caring if she saw his arousal, how painfully hard he was. His face was set and grim. “Just…no.” She stared at his expression, the usual easy-going demeanor hidden in his frozen features. “Just…just don’t.”

“Pace…”

“Joey,” he heaved a sigh. “I’m going to take a shower. Just…just go to sleep.” He walked to the bathroom door, shutting it behind him, cursing softly under his breath all the while. He stripped quickly and moved to the shower.

His cock felt like dead weight, so hard it was practically touching his stomach. Reaching into the stall, he turned on the cold water and stepped in underneath it.

“Ahfuck,” he breathed as the icy water slapped against him. The sharp, cold needles pierced his skin and he winced, his hand hovering over the sensitive flesh of his erection.

He stepped back, closing his eyes and leaning against the wall of the shower. The water pelted his feet, but the rest of him stayed firmly out of the path of the spray.

As soon as the water had hit him, he’d known it wasn’t going to cure his problem. The only thing that was going to get rid of it was Joey. And since she most definitely not available, he was back to self-gratification.

He gripped the long shaft with practiced ease, hating the fact that, once again, Joey Potter was the reason he was in this state. Hated the fact that she did this to him, that he liked that she did this to him, that he wanted it to be her touching him, that she was the one he saw behind his eyes whenever he needed this relief.

“Pacey?”

His eyes snapped open, his hand freezing in mid-stroke. “Joey,” he replied, his voice strangled. “Go to bed.”

He heard the door shut and breathed a sigh of relief. Swallowing hard, he let his head fall back against the wall once more. He needed to stop thinking about Joey. He needed to think of Miss October or Tamara or Andie or someone who wasn’t as completely off-limits and out of his reach as Joey Potter.

But nothing could seem to get the picture of her out of his mind; nothing could erase the way she’d responded to his kisses. His hand slid along his hot skin faster, increasing in speed as he pictured her as she’d been beneath him, her body hot and tight with longing. “Joey,” he breathed her name, wanting her, needing her.

“Pacey?”

He heard the door open again and gave up, stepping into the frozen spray. He grabbed the showerhead and aimed the water directly at his cock; gritting and grinding his teeth as it hit the fevered skin. He felt tears sting his eyes as the sharp needles of water hit him and he shook as it finally began to have some effect on his erection.

“Pacey?

“What!” He struggled not to scream the word, not to take his frustration out on her. It wasn’t her fault that he was fantasizing about her, wasn’t her fault that his guilt liked torturing him, making masturbation a marathon event whenever she was involved.

“Are you okay? You’ve been in there for a while.”

“I’m fine, Jo. Go to bed.”

He turned his head and saw her shadow shift as she walked into the bathroom. “I was thinking…”

“Joey. Get the hell out of here, okay? I’m in the shower, I’m pretty much naked and if I ever have to explain this to Dawson, he’s going to kick my ass for what happened out there. I don’t feel like adding fuel to the fire by having to throw this part in.”

“We’re not doing anything.”

“Not anymore,” he agreed. He turned the water off finally, his cock no longer straining for release. He leaned back against the wall, facing her through the wavy, clouded glass. “Joey, I say we pretend this never happened. We went to see the alien off, we bought a present for my nephew…”

“I didn’t want to stop.”

“Oh Christ,” Pacey sighed, his head hitting the wall behind him with a resounding thunk. “Go get dressed, Potter. We’re going home.”

“No.” She stood up and moved against the glass, staring at him, even though all she could see was his dark form. “We’re not.”

“Potter…”

“Pacey.” She slid the glass open and looked at him, her eyes staying on his. He inhaled sharply, hating himself as his body responded to the sight of her.

“Joey, go away.” He closed his eyes, not allowing them to drop any lower than her face, for fear that she wouldn’t be wearing anything. “I’m pretty sure we can get out of this mostly unscathed, but I don’t think that’s gonna be possible if you…” His words died as he felt her step into the small space in front of him. Her fingers were light as they touched his chest.

“You’re cold.”

No, he thought. Not anymore. “That’s what cold showers do, Jo.”

She removed her hand from his chest, and Pacey was tempted to open his eyes. It took all his strength of will to keep them closed, especially as he felt a surge of cold water hit him as Joey turned the shower on again.

“Shit,” she hissed. “That’s cold.”

“Again, cold showers. Usually are.”

She looked at him, his eyes squeezed closed, his head tilted back. She’d lain out in her bed, knowing very well what he was probably doing in here. She’d known that she needed to leave him alone, let everything go back to normal.

But she didn’t want normal anymore. She didn’t want wondering what Dawson was doing or who Joey Potter was supposed to be. She didn’t want what she’d had all her life. She wanted something new, something different.

She wanted Pacey.

The memory of his kisses lingered behind her eyes when she’d closed them; the feel of his body played havoc on her skin. And the aching need he’d started, the fire he’d fueled, refused to die as she’d lain there, listening to the shower pound down on his skin.

His skin. Tanned and golden. His throat was arched slightly as his head lay back against the wall. As the water heated to a reasonable temperature, she rested her hands on his broad shoulders and raised up on tiptoe, her kiss finding the hollow of his throat.

He was going to die. Either from pleasure or by Dawson Leery’s hands. Her hands slid down from his shoulders to his chest, running over the smooth skin there as she made her way down to his waist. Or quite possibly from pleasure at Joey Potter’s hands.

He reached out without looking, his hands catching her wrists. “Joey, honey. You’ve made your point.”

“My point?” Her voice was breathy and went straight to his groin. He could feel his erection, now back in full force, brushing against something that was most definitely skin.

“Go back to bed, Joey.”

“All right.” He could feel her shrug, so he released her hands, his eyes still firmly closed. He could do this. He could wait until she was out of the room, lock the door and flog the bishop in private. Joey watched him, watched relief flood through his features and smiled. With a sure, firm grip, Joey wrapped her hand around his erection and held it. “Come on.”

“J…Jo…” it came out as a squeak as she slid her hand down toward the base.

“Come on, Pacey.” She moved her hand forward, letting it slide up to the tip. He pressed his lips together to stop any sound from escaping him. “I’d rather not do this here.”

His shaking hand went out to the knobs and he managed to turn the shower off. He reached down and caught her wrist once more, finally opening his eyes to look at her. “Joey, this isn’t funny.”

“I’m not laughing.” She met his gaze evenly, hoping he’d see the truth in her eyes. “I want you to come into the bedroom with me, Pacey. And I want to…touch you. And I want you to touch me.”

“I…”

“Please?”

He released her wrist and nodded. Joey carefully removed her hand from around his erection and stepped out of the shower, grabbing one of the towels. She wrapped it around her and turned to face him.

Pacey stood at the edge of the stall, his eyes on her. Now that she had the towel around her body, he felt safe enough to look at her, to see the waves of dark hair plastered to her skin, the brightness of her eyes, the wanting in her smile. He reached for a towel, suddenly self-conscious. “Joey, you know what you’re doing here?”

“Not really,” she grinned. “But that’s why I picked someone with some experience to teach me.” She watched his eyes, noting how they darkened at her words. “Someone I trust and someone I care about to teach me.”

He managed a small smile. “This is wrong on so many levels.”

She leaned into him, smiling up at him impishly. “That’s the other reason I picked you. You’re so good at being wrong.”

Joey led the way back into the small room, guiding Pacey back to his bed. She tilted her head toward it and he lay down, the towel still securely around his waist. His heart felt like it was going to beat out of his chest; it was hammering so hard.

Joey rested one knee on the mattress and raised her hands to the knot she’d tied in the towel to hold it in place. Her eyes stayed on Pacey’s as she undid it, letting the rough cotton fall to the ground.

Pacey whimpered softly, the sound small in his throat. Her body was more perfect than he’d ever imagined, slim and firm, the high curve of her breasts emphasizing her slim waist, which tapered down to her sleek hips and endless legs. He held out a hand to her, guiding her down to the bed beside him.

Joey lay next to him, her heart in her throat. She didn’t know what she was doing, only that it felt good and right to be doing it here and now, with him. She rolled onto her side and stared at him, wondering at the myriad of emotions in his blue, blue eyes.

“Pacey?”

All her bravado from the bathroom was gone, and in it’s place was the same Joey Potter he’d known all his life, the girl he had to finally admit he was falling head over heels in love with. He raised his hand to her cheek and stroked it softly, smoothing away the look of worry. “It’s okay, Potter.”

“I’m maybe a little more nervous than I let on.”

“Really?” He gave her a knowing smile. “I wouldn’t have guessed.”

“Smart ass.”

He nodded, his grin widening. His hand stayed on her skin, his thumb stroking the upper curve of her cheek lightly. “You like that I’m a smart ass.” He leaned in slightly, his lips just a breath away from hers. “Keeps you on your toes.”

Joey licked her lips involuntarily, swallowing hard. He was so different up close like this, so much more powerful. It was easy to forget the banter when they were like this, so easy to lose herself in him. “Is that where you want me? On my toes?”

“No Potter,” he whispered huskily. “I want you on me.”

Joey shivered and moved closer, pressing her body to his as their lips met. The shock of skin on skin, slightly damp and warm, set her blood on fire. Her hands curled over his shoulders and she pulled him closer. Pacey carefully insinuated one of his legs between hers, bringing their bodies flush with one another.

Joey let her leg drape over his, shifting her body slightly so that his erection pressed firmly against her stomach, the hardness and heat a constant reminder of how she affected him, how they affected each other. A reminder to herself that, even though she’d never thought to picture herself here with him, she was exactly where she wanted to be.

Pacey’s hand tangled in her long, dark hair as he lost himself in her kiss, their tongues warring with each other, dueling as they so often did; their battle now brought down to the basest level. His lips cherished her, finding and tasting every hidden crevice of her mouth and tongue, thrilling to find places that made her shiver in his arms.

Joey ran her hand down Pacey’s bare back, her fingernails leaving soft marks as they traced over his skin. She broke the kiss slowly, easing away from him slightly. With a gentle push, she guided him down to the bed, her hand smoothing down his arm. She wove her fingers through his, holding his hand as she stared into his eyes.

“Pacey?”

He nodded slightly, unsure of what question she was asking. Leaning in, he brushed her lips with his, a feather light touch that teased and promised more than it delivered. Joey smiled at him, the edges of her mouth quirking up as she let go of his hand and let her palm run along the length of his erection.

Pacey shivered and shifted, lying on his back as Joey raised herself on one elbow and looked down at him. Her eyes were hot as they traveled his body, her hand moving slowly up and down his erection, the flat of her palm damp against the hard flesh. With every downward stroke, she’d curve her hand around his testicles, cupping them for a moment before running her hand back up.

Pacey kept his eyes locked on hers, his breath changing to short, soft pants as he thrust up against her hand. His brain couldn’t quite process this reality, this long held fantasy come true, so he closed his eyes, deluding himself into believing that the feel of Joey Potter’s long, warm fingers sliding over his skin was pure imagination.

Joey watched him as she stroked him with the flat of her hand. Her eyes ran over him, both curious and hungry. She knew objectively what naked men looked like. She’d even seen both Pacey and Dawson a time or two, long before any of them had started to develop.

But in reality, Pacey was nothing like she expected. The chest she’d seen bare every summer seemed broader, stronger. The flat stomach seemed there simply to draw her eye to the dark trail of hair that led down to the long, smooth shaft she now had her hand wrapped around.

Apparently, Pacey’s ass wasn’t his only impressive feature.

Pacey could feel her eyes on him, hot against his already feverish skin. Her hand held him loosely, moving slowly, obviously unsure of herself.

Opening his eyes, Pacey met her gaze and smiled. Joey blushed and the stark realization that she was probably experiencing all of this for the first time, snapped him from his lusty haze. He reached down and wrapped his hand around hers, stilling it.

Hurt and worry shone in her dark eyes. “Was I doing something wrong?”

“No,” he assured her, carefully removing her hand from around him. “And yes.” Seeing her eyes grow stormy, he guided her back onto the bed and stroked her hair away from her face. “Your first time shouldn’t be in some motel on the side of the road. It shouldn’t be an impulsive choice you make when you’re all worked up. It shouldn’t be unprotected.” He leaned in and kissed her softly, letting himself linger there for just a moment, unable to help himself. “And I think we both know it shouldn’t be with me.”

He rolled away from her, needing distance to be noble. Joey’s eyes followed him, narrow with uncertainty. “You…you don’t want me?”

He reached out for her hand and ran it over his cock one last time. “I want you all right, Potter. I just think I'd like it better if you actually wanted me.”

She pulled her hand away from him and stared up at the ceiling. Pacey did the same, silently wondering when the hell he’d turned into a nice guy.

Hell, thanks to Eve, even Dawson was getting more action than he was.

Joey reached over and took Pacey’s hand, lacing her fingers with his. He smiled at the innocent contact, hoping that it was a sign that this little slip wasn’t going to ruin whatever nice thing had been building between the two of them.

She whispered something he didn’t hear. Disentangling their hands, he rolled onto his side, raising himself up on one elbow. “What?”

Joey closed her eyes and took a deep breath as the tip of Pacey’s cock brushed her thigh. She felt him shiver and she reached across his body to grab the hand resting on his hip. Copying his movements, she drew his hand down to the juncture of her thighs and pressed his fingertips to her moist skin. “I said I do want you.”

Pacey’s fingers caressed the warm, wet flesh, instinctively parting the folds of skin and finding the hard button of nerves between them.

Joey hissed quietly, arching up to him. His hand was purposeful as it moved, cupping the hair-covered mound as he lazily circled her clit with his thumb. She reached out, rubbing her hand along his arm, reveling in the roughness of the hair there.

Pacey moved closer, pressing his body against hers, needing to feel her. His cock was trapped tight between them, the velvety shaft rubbing along the length of her thigh.

Turning slightly, Joey stared at him with fascinated eyes, as small explosions of pleasure filtered through her. He grinned, kissing her shoulder as he let his hand move further down, one finger sliding into her warm passage. Her muscles clenched around him, both fighting and welcoming the invasion.

Joey’s gasp rent the air, causing Pacey’s hand to still immediately. “You okay, Potter?”

Her eyes were shocked, searching his. “Okay,” she agreed, nodding meekly.

“You want me to stop?” The urge to move his hand, to feel her surround him was threatening to overtake him, almost outweighing his concern for her.

She could sense his hesitation, even as his body’s insistence belied it. Somehow knowing how badly he wanted her made it easier. “Do you want to stop?”

Pacey moved his finger slightly, stroking the upper wall of her slick channel. “You have to ask?”

She raked her nails down his arm, smiling at him in the darkness. “So, are we doing this or engaging in rhetoric?”

He shifted, sliding another finger inside her, his hand moving slowly but firmly. Joey’s body tensed around him, her breath coming hard and fast.

Grinning to himself, Pacey penetrated her again and again, his fingers seeming to find something inside her she’d never felt before. He increased the speed of his movements, the pads of his fingers soothing the ache he continued building within her.

Her nails dug into the skin of his arm as he stopped teasing around her clit and moved his thumb over the throbbing flesh. Her breath left her in one sharp gasp, and her nails broke the skin of his arm. Pacey barely noticed the pain as the hot flood of her orgasm washed over him, bathing his still thrusting hand.

Joey lay on the bed, shell-shocked. Her eyes were wide, the pupils dilated with pleasure. Pacey carefully removed his hand from inside her; whispering calming words as her body started to shake with delayed reaction.

She rolled over and clung to him, wrapping her body around his. He cradled her against his chest, forcing his mind to focus on comforting her and not on the sticky slickness of the downy hairs that seemed to grasp at his cock like greedy fingers.

What seemed like torturous hours later, Joey pulled away from him, her eyes seeking his. Pacey ran his hand through her still damp hair. “You want to sleep here with me?”

“Sleep?” She said the word as if it were foreign to her. Moving in his arms, she brought both of their attention to his erection. “But you’re…”

“You’re exhausted, Jo.” He kissed her forehead. “You should get some sleep.”

“But…”

Pacey shook his head, wondering briefly if he really had been abducted and replaced by a much nicer version of himself. “Sleep.”

Her hand snaked between them and she gripped his cock firmly. “Pacey?”

He closed his eyes, trying not to lose control. “Yeah?”

Joey ran her hand along the length of his shaft, stroking him lightly. “Shut up.”

He didn’t have an opportunity to respond as she began moving her hand in earnest. She watched him carefully as she touched him, gauging his reactions. He was breathing harshly, heavily as she let her hand glide over him.

Pacey thrust up into her hand, her tentative grip arousing, but ultimately unfulfilling. Reaching down, he placed his hand over hers, stilling it.

Joey looked at him; afraid she’d done something wrong. He gave her a reassuring smile and, keeping her hand in place, rolled onto his back. She stared down at him, swallowing hard. His hand still covered hers, his grip as light as her grip on his erection. His fingers slipped between hers, and he finally opened his eyes.

She smiled back at him in the darkness, unsure of both herself and him. “Is…is this okay?”

“Yeah, Potter.” He nodded slightly. “It’s okay. It’s more than okay. I’d go so far as to say this is…”

Joey leaned into him, silencing him with a kiss. Her tongue snaked into his mouth as her hand started moving in unison with his. Pacey lost himself in the kiss, letting her pin him down to the bed, their hands stroking his cock. As she pulled away, he increased his speed, forcing her to match it as finally let his mind process what was happening.

He was in a hotel bed in some out of the way town, very close to having sex with Joey Potter. And it wasn’t a fantasy, wasn’t a dream. Joey Potter’s hands were on him, touching him, caressing him, stroking him. Her hand was gliding over his skin, no longer needing his guidance as she focused on the head of his cock with short, hard strokes.

He removed his hand, giving her free reign. She slid down his body, her hand moving hotly over his skin, focusing on the long shaft as she kissed his stomach. Pacey growled low in his throat, thrusting hard now. Her lips on his skin were like fire, boiling his blood beyond his capacity to contain himself.

Sensing he was close, Joey moved further down. She stopped stroking him, letting her hand move down to cup his testicles as her lips slipped over the head of his cock. She sucked at him, letting her tongue swirl over the engorged flesh, surprised at the taste of him.

Pacey’s thigh muscles tightened and he grabbed her shoulder, pushing her away from him. Uncertainly, she pulled away, watching in fascination as he sat up slightly, grabbed his shaft and pumped it quickly. Her eyes remained fixed on him as he came, the milky white semen painting his stomach.

Groaning, Pacey fell back on the bed and lay there struggling to catch his breath. He opened one eye and looked over at Joey who was staring at him with rapt interest. “What?”

“I never…well…” she shrugged and bit her lower lip. “It looks painful. And messy.”

“Well, it’s messy,” he admitted, rolling off the bed and heading for the bathroom. “I’m going to take another shower.”

“Okay.” She yawned, surprised by the action. “I could join you?”

“Potter…Joey? I think you’ve had enough for one night. Get some rest.”

She nodded and climbed out of his bed and into her own. Tugging the covers back up to her chin, she looked over at him. “Have you?”

“What?” He turned on the bathroom light and looked back at her, both of them blinking against the harshness of the bulb.

“Had enough?”

He wasn’t sure where the honesty came from or what it meant. Perhaps it was just that she sounded like she needed the truth. “Joey, I don’t think I can ever get enough of you.”

She snuggled into her pillow, a smile on her face. “Sweet dreams, Pacey.”

“You too, Potter.”

When Joey woke up the next morning, sunlight was filtering through the small, curtained window. She snuggled back into the covers, not quite ready to get up and face the world. She felt something in her hands and cuddled it, remembering the warmth of Pacey’s arms.

“Ha Ha! That tickles!”

Joey sat bolt upright in bed, tossing the thing in her arms away from her as it started vibrating. She fought to control her breathing as she turned to glare at Pacey who was sitting on the edge of his bed laughing at her.

“Mornin’, Potter.”

“Ass.”

“Love you too.” He gestured toward the bathroom. “It’s all yours. I’m gonna haul our stuff out to the car while you get cleaned up. Check out’s in half an hour.”

“What?” She threw off the covers and grabbed her clothes, not even thinking of the fact that she was naked. “Checkout’s at noon!”

“Which is in a half an hour.”

“I slept until 11:30?”

“You needed the sleep,” he shrugged.

“Bessie’s going to kill me.”

“I called Bessie. Bessie called Dougie. All is well. Except I owe my father a few months worth of slave labor to pay off our romantic getaway.” He watched her as she hurried to the bathroom, his eyes appreciative. “Bessie thought it was great that I was responsible enough to get a hotel room instead of driving while exhausted.”

“That’s because Bessie, along with every other resident of Capeside, couldn’t possibly fathom the thought of you and I…doing what we did.”

Pacey felt a trickle of disappointment run through him, chilling his blood. He’d known. He’d known going into it. There was no reason for it to hurt. “Yeah, well, there’s no reason they should fathom it, Potter. Unless you plan on shouting out from the rooftops, I was figuring last night’s little foray into the adult realm could be just between the two of us.”

She smiled at him, her relief evident. “Thanks, Pacey.”

Well then, that was a nice finality she used to hammer that last nail into his coffin. “Not a problem, Jo.” He grabbed the few things they’d brought in with them and headed out to the car as Joey ducked into the bathroom and closed the door. He walked the keys over to the office and grabbed them each a soda out of the vending machine. When he got back to the car, Joey was just coming out of the room, her damp hair clinging to her face.

“You could have dried your hair. We’ve still got time.”

“It’s okay.” She took the soda he offered her and climbed into the car. The Elmo sat on the seat between them, and she stared at it for a long time as Pacey started the car and headed out toward the freeway. “Did you sleep okay?”

“Great.”

“Did you want to stop for breakfast? My treat?”

“I’m fine.”

She smirked and turned her face toward the window. It was going to be a long ride back to Capeside.

Pacey parked outside Joey’s house and stopped the car. They hadn’t said anything more on the way home, and the silence hung in the air between them, heavy and alive. “I’ll see you around, Potter.”

“Pacey?” She reached out and grabbed his arm. They both stared at her hand. “I’m sorry.”

“I figured that one out.”

“Not about what happened,” she shook her head.

“What then?” He lifted his eyes to hers and she hated the pain there. Pain she’d seen only a day before and mentally sworn she’d stop putting there.

“Last night was amazing, Pacey. You were amazing. I never thought…well, if I’d thought about it,” she grinned at him. “Okay, I’ve thought about it. And I never imagined you’d be like that. But when you were, it fit. It made sense. Because that’s who you are, Pacey Witter.”

“Only when I’m with you.”

“No. You were like that with Andie. And with Miss Jacobs.” She refused to think why, refused to see even in light of their night together. “And I think, deep down, it’s just you. So don’t think for a minute that I want to forget what happened.”

“But it doesn’t ever get brought up again.”

She nodded. “There’s a lot between us, Pacey. And a lot of that is our friends. Our very mutual friends.”

“Dawson. And Andie.”

“And our friendship.” She leaned into him, giving him a quick kiss on the cheek. “I need a friend right now, Pacey. Can you be that for me?”

“I’ll be whatever you need, Jo.”

She smiled; knowing it was true and not wanting to analyze the why of that either. “Thank you.”

He looked out the windshield, not ready to meet her eyes, afraid of everything written in them.

“Oh, and here.”

He turned and she handed him a twenty-dollar bill. “What’s this for?”

“Your nephew’s present.”

“But we bought him a…” he trailed off as Joey hugged the bundle of red fur to her chest.

“I thought I’d keep him. For sentimental value.” She grinned as she slid out of the car. “Besides, you really gonna give this to your nephew after everything it’s been through?”

“Well, I suppose if I were gonna go that route, I could just hand over the Playboys.”

“You’re disgusting.”

He nodded and started the car, watching her walk away from him. He rolled down his window and stuck his head out of the car. “That’s why you love me, Josephine!”

She flipped him off and he drove off laughing, wondering what she planned to do with her very own Elmo. Shaking his head, he figured one thing.

They were never going to watch Sesame Street the same again.

06/03/00