A slight smile lifted the corner of his mouth as he opened his eyes. The only downside that he could see was that bundling up would conceal some of the nicer attributes of the majority of his friends. But afterwards, they'd be wet and laughing and stripping off layer after layer, so he was willing to suffer for a short time.

He shook his head, trying to yank it from the gutter. He started walking again, stopping when the door to the house ahead of him opened up and the very distinct figure of Joey Potter stepped out.

Standing frozen, he watched her move back to the dark-haired man standing in the doorway. The cold air carried her voice, so clear it was as if she was speaking directly to him.

"I had a great time last night."

"That, perhaps unbeknownst to you, was the plan."

"Who knew you were so clever." She leaned closer and kissed him. Pacey shifted uncomfortably, terrified of moving and drawing their attention.

"I'm more than clever." He stroked her hair away from her face, hooking it behind her ear. "You should go."

"Yes sir, Professor."

"Hey." He drew out the reprimand, his smile easing the sting.

"Sorry. David."

"I'm only 'Professor' in the classroom and during office hours."

"What if we repeat last night's events in your office?"

He chuckled and brought her back to him for a soft kiss. "You know the rules, Joey Potter. You'll just have to remember to shout out 'Professor Wilder' in the throes of passion. Otherwise, I'll have to give you a lower grade on your performance."

Joey laughed, pushing him back toward the house and following him inside. "Maybe I should practice some more then. I hate to fail."

Audrey yawned and ruffled her mussed blonde hair. She peered at Pacey through half-closed lids. "Well, howdy."

"Hey Audrey. Nice outfit." She looked down at her t-shirt and shorts, both of them emblazoned with a logo and the phrase 'Eat Dixie.' "You get many offers?"

"Like you wouldn't believe, cowboy." She yawned again. "What's up?"

"I was looking for you. And Joey. Is she home?"

The red blush covered her face instantly as she darted a quick, guilty look at Joey's bed, obviously not slept in. "Uh. I think she got up early to jog. She's all about the exercise these days."

"Doesn't that interfere with her schoolwork? All that…" He looked pointedly at the bed. "Running?"

Audrey's teeth worried her lower lip. "What brings you here so early, Pacey?"

"I'm organizing a snowball fight to end all snowball fights. And I figured Joey's ruthless and you're sneaky. So I thought you'd like to be on my team. Of, if you'd rather not, you can team up with the lovebirds and the homosexual."

"You'd better be careful how you say that," she grinned at him. "People might think you had bitterness."

"Nah, I've never really had any pressing desire to be a homosexual." He grinned back, following her into the room as she opened the door more for him. "So what do you say? You in?"

"I'd have to change."

"You're welcome to wear that." He raised an eyebrow as he sat on Joey's bed, leaning back against the headboard. "I'm sure there'd be guys lined up around the block to ease the pain of your frostbite."

"Especially in certain unmentionable areas?"

He grinned wider and nodded, his eyes locked on her chest. "I'd be more than happy to mention 'em."

"Joey always said you were a charmer. Who knew she was such a good liar?" Audrey grabbed a pair of jeans that were draped across the foot of her bed. "Gimme a few, huh? Then we can traipse over to Grams' house and lure the other idiots from their nice warm beds."

Pacey was about to respond when the door opened and Joey walked in. "Audrey!"

"Joey!" Audrey's eyes went wide. "Look who's here! Pacey's here. Say hi!"

"You will not believe the…" Joey stopped and flushed, turning to look at Pacey sprawled across her bed. "Hi. Pacey. Hi."

"Hey, Jo. Have a nice jog?"

"Jog?"

"I told him I thought you were jogging."

"I was jogging."

"Interesting outfit for it."

She glanced down at the long skirt, half hidden by her coat. "But I changed at the…gym. Showered and changed at the gym. So I'd be ready for…"

"The day." Audrey nodded. "A girl likes to look her best. And sweaty doesn't equal your best."

"Depends on how you got that way, don't you think?" Pacey climbed off the bed and moved to the window. "Audrey was just about to head over to Grams's house with me and coax the three in residence to a snowball fight. You up for it?"

"I'm…uh…" Joey's blush deepened. "I have plans for later. Classes. And stuff."

"Classes on Saturday?"

"Studying for classes that are on Monday." She looked at Audrey for help. "But I'd love to have a snowball fight. That sounds great. And fun. Let me change." She opened her closet and grabbed a sweater. Stopping at her dresser, she pulled out jeans and underwear, her blush darkening even more. "You're going to wait out here?"

"I could go on ahead if you guys are uncomfortable with me being here." His smile was tight and thin. "Just say the word."

"I'm not uncomfortable. You, Audrey?"

"Not at all." She widened her eyes as she looked at Joey. "But we should hurry. Why don't I shower while you brush your teeth and we'll save oodles of time." She waved her fingers at Pacey before grabbing Joey's hand and pulling her into the bathroom. "We shall return."

"Okay," Joey crossed her arms over her chest as Audrey leaned back against the door and locked it. "Do we need to discuss the word obvious again?"

"Don't look at me, sister," Audrey imitated Joey's pose and glared at her. "He came in here acting like he had it all figured out. You dated this guy for a year, Joey. He probably knows you pretty well, huh? You think he really knows? Or suspects?"

"Well, if he didn't suspect before, I'm going to guess your over the top reaction certainly clued him in." Joey shook her head and grabbed her toothbrush. "Pacey doesn't know anything, and even if he did, it doesn't matter. He and I are just friends."

"Yeah, you used to say that about you and Dawson, too."

"Dawson and I are just friends."

"And what are you and Professor Romeo?"

Joey stuck the toothbrush in her mouth and pointed to the shower. "Just get ready, Audrey."

"Boy, give a girl a good night of sexin' and she turns bossy."

"Is that your excuse?"

"I'll have you know I haven't had a good night of sexin' in ages." Audrey stripped off her pajama top and dropped it to the floor next to the hamper, smirking slightly at Joey's look of exasperation. "But maybe now that you're all happy and satisfied I can get back to my own life."

"No one asked you to become involved in mine." Joey reminded her as Audrey finished undressing and climbed in the shower. "Find yourself a nice guy and quit worrying about me."

"What about Pacey?" Audrey asked over the spray of the water. "He's a nice guy, right?"

"Very nice." Joey rinsed out her mouth and started stripping as well, grabbing the jeans and sweater she'd brought in with her. "But you'd eat him alive, Audrey."

Audrey pulled back the shower door and grinned at Joey, her hair a mass of bubbles. "Some boys like that, Jo. You might want to keep that in mind for the Professor."

"Audrey!"

Audrey's grin widened and she ducked back into the shower. Joey shook her head and finished getting dressed, dumping her other clothes in the hamper before opening the door and heading into the room.

Pacey was looking out the window, staring at the still falling snow. She smiled at him tentatively. "So."

He looked at her and smiled before turning back to the window. "I borrowed your phone to call the rest of the gang."

"Good. Is everyone free?"

"Yeah. And Jen went so far as to promise post-fight snacks from Grams herself."

"Wow." She sat on the edge of her bed, playing with the cuff of her sweater. "So."

"You looked beautiful this morning." He didn't look at her as he spoke, neither of them noticing Audrey in the bathroom doorway. "The cold air always did do wonders for you. Of course, it didn't have to work that hard."

"Thanks."

"I know." He smiled, not looking at her, his gaze dropping down to the windowsill and the picture of her and Jen. "I'm not supposed to say stuff like that anymore, right? We're friends and nothing more and it's out of line." He nodded and shrugged. "But every girl likes to hear she looks beautiful."

"Pacey, there's something you should know…"

"Wow. I feel refreshed." Audrey shook her still wet hair and smiled at them both. "I'll be ready in a jiffy. Just had to grab some socks." She went over to her dresser and pulled out a thick pair of neon pink socks. "Don't want to get frostbite. Although I read this one story…or was it in a movie? Anyway, this girl got frostbite and this guy, of course a guy she was totally hot for, had to blow on her toes to warm them up. And that led to sucking on them which led to…" Audrey stopped and blushed. "It was a movie. Porn movie. Bad subject. Moving on."

Pacey chuckled as Audrey disappeared into the bathroom. "You've got quite a roommate, Jo."

"Don't I though?" She laughed as well, shaking her head.

"What were you going to tell me?" He turned back toward the window, watching her out of the corner of his eye. "Before we were so strategically interrupted?"

"I'm seeing someone."

"Yeah?"

"Yeah. And he's really nice and he's really…he treats me like…" She bit her lip and sighed, worrying it with her teeth. "You showed me the way a guy should treat someone he loves and respects, Pacey. And that's the way he treats me."

"You love him? He loves you?"

"I…" She looked down at her feet then at the bathroom door, hoping for Audrey to burst through again.

"I mean, you said he treats you the way a guy who loves you should treat you, so I'm assuming this guy loves you?"

"I just meant that he treats me right."

"And do you love him? How long have you been dating him?" His tone was light and non-accusatory. "Do we get to meet this guy?"

"I…"

"Because, you know, Dawson, Jack, and I have to put him through the very rugged, 'good enough for our Joey Potter' scrutiny." He finally looked at her, his grin wide and open. "We have very exacting standards, don't you know. No homosexuals, no non-college guys, no ex-filmmakers…oops. Damn. Guess we're going to have to be more vigilant."

She laughed softly, blushing. "I can promise he's not any of those things."

"Whew." He moved to the bed and sat down behind her, his hand rubbing lightly just below her shoulder. "As long as you're happy, Jo."

"I am."

"That's all that matters." He got off the bed and went over to the bathroom door. "Audrey? Quit listening in and dry your hair. We've got some serious ass to kick."

"I'll have you know that I am drying my hair, Pacey Witter." Audrey's indignation was clear even through the door. "I'm just doing it the old fashioned way."

"You mean the quieter way?"

"Pacey?" She opened the door and walked out, giving him a knowing glare. "If there's a noisy way to do something? I always do it that way." She placed her finger in the center of his chest, then let it slide down until it reached his belt buckle, winking as he looked from her finger to her face. "Okay?"

He nodded. "Good to know."

"Now, let's get our coats and shoes and let's go."

Audrey straddled Jack, leaning over him and holding his arms against the ground. "I've captured the last of the infidels, Captain." She looked up at Pacey, who was shaking his head as Dawson and Jen kissed each other.

"You guys surrendered so you could make out, didn't you?"

"That's our Pacey." Jen patted him on the shoulder. "Always thinking with his libido."

"I notice you didn't say I was wrong."

Dawson grabbed Jen around the waist and pulled her back against him. "Because you're not." He lifted her off her feet, smiling as she shrieked. Pacey shook his head and turned his attention to Audrey, who was still sitting comfortably astride Jack.

"You should probably let him up before the snow seeps through his jeans and his ass freezes."

"Too late," Jack teased as Audrey climbed off of him, offering a hand to help him up.

"Should have been on our side, Jackie-boy. You could've been a winner."

"Dawson and Jen were too busy being all googly-eyed to put up a proper fight. I think we should make a no couple ruling."

"Fair enough," Audrey nodded. "That way you won't have any excuses next time we kick your ass." She slapped the object of discussion as he moved past her, smiling innocently as he looked back.

Pacey grinned at her as she turned to face him. "You're pretty formidable. Remind me to keep you on my team."

"Well, considering Joey's less than stellar effort," she sighed and shook her head. "Didn't she used to be a tomboy or something?"

"Yeah." He followed her gaze to where Joey was standing, talking quietly into the cell phone she'd spent half the snowball fight staring at. "As with most tomboys though, I'm afraid boys were the downfall of our Miss Potter."

"I don't get all this star-crossed romancing and relationshipping you guys do. College is about spreading your wings and experimenting. New people, new places, new ideas. Not that your group activities aren't big fun, but don't you people ever get tired of each other?"

"That's why Joey's got herself a new special friend, Jack's aligned himself with the straightest homosexual-seeming group he could find and why I," he rested his arm against the porch and leaned closer to her, "am chatting up the newest member of our gang of usual suspects."

"And Dawson and Jen?"

"Well, it's a rule that there has to be two Capesiders in a relationship at least nine months out of the year. They're just fulfilling the quota."

"Guess I'm lucky it wasn't your turn, huh?"

"I don't know, I think Dawson and I would make a cute couple. Besides, seeing you and Jen get all friendly would have been kinda hot."

Audrey laughed then stopped abruptly. "Okay, two things."

"Yeah?"

"You put an image of you and Dawson kissing in my head. That's beyond wrong but I'll forgive you because I was able to stop it before it became any more disturbing."

Pacey smiled and gave her a quick nod of acquiescence. "And the second thing?"

"Jen and I would be way more than just kinda hot."

He watched her jog up the steps to the door, appreciating the view as her coat swung around her waist. Hearing the soft beep of the cell phone, he turned around to see Joey walking out of Grams's yard. "Jo?"

She looked back and gave him a small, half smile, waving as she continued walking down the street.

Audrey sat next to Pacey, reaching over to the plate balanced on his knees and stealing one of the still warm chocolate chip cookies. "So. We won."

"We did, indeed."

"Is there a particular prize involved in this? Or just the joy of winning?"

Pacey smiled, cocking an eyebrow. "I was thinking threesome."

"I was too." Audrey smiled as Pacey nearly choked on his hot chocolate. "But I doubt you'd be able to get past Joey being there to pay any attention to me."

"Is that what you think?" He smiled. "See, I was thinking there's no way in hell Joey'd agree. She'd be petrified she'd get off on you touching her."

"You think?"

"Well, yeah." Pacey shrugged. "But then I realize I'm in my fantasy world again." He heaved a heavy, dramatic sigh. "I don't see sweet, little Joey Potter in a threesome. Of course, I never pictured her fucking her teacher either."

Audrey watched him as he set the plate and cup on the table and left the room. She cast a quick glance at Jack, Jen, and Dawson, who were all gathered around the stereo and not paying them any attention.

Shrugging, she set her cup next to Pacey's and followed him out of the room. Hearing the door close, she grabbed her coat and hurried outside.

He was leaning against one of the trees that ran the length of the sidewalk. She walked up behind him, standing silently, watching the snowflakes fall and dust his dark hair and jacket. "Are you still in love with her?"

Pacey sighed, not moving. Finally, he pushed away from the tree and turned to look at Audrey. "Not in love with her, no. I'll always love her, but there's too much between us to make anything more work."

"So why are you so pissed about this?"

"I've been down this road before. And I know she's going to get hurt."

"Maybe that's what she needs."

"This guy's a jerk, Audrey. I don't even have to know him to know that."

"Why? Because he's sleeping with Joey?"

"Because he's taking advantage of her."

"Did your teacher take advantage of you?"

"No."

"Were you an adult at the time?"

Pacey blew out his breath, staring at the white cloud as it dissipated. "Joey's innocent. She comes across like a cynical…"

"Bitch?"

"But she's not." He managed a smile. "She's this naive kid who's going to get her heart broken."

"Isn't is possible he's got real feelings for her? I hear all the boys fall hard for Joey."

Pacey laughed softly. "You must think we're all insane."

"I think you're all more incestuous than a V.C. Andrews novel." She grinned. "Which isn't necessarily any different."

Pacey laughed again, shaking the snow from his hair. "I don't suppose you grabbed any of Grams's cookies on your way out?"

"Nope. But I've got tequila back at my room."

"Not quite the same thing," he noted, taking her hand as they started walking.

"I think they both have equal seduction power." She looked down at their hands, his black glove encompassing her pale pink one. "Though I doubt Grams's cookies have the same embarrassing side effects as tequila."

"Did you plan on seducing me?" Pacey gave her a slow, sidelong glance with enough heat to melt the surrounding snow.

"Would you let me?"

"I'd be powerless to resist."

She smiled and squeezed his hand. "I knew you were easy."

Joey closed the door quietly, nearly shrieking as she kicked off her shoes and stepped on Audrey's still wet coat. "Damn it, Audrey." She picked up the coat, pulled back Audrey's covers and dropped it.

"Shit!"

Joey took a step back as Pacey shot out of the bed. Audrey fumbled with the bedside lamp, finally mastering it and shattering the darkness.

"Pacey?"

He shivered. "What the fuck was that for, Jo?"

She swallowed, blushing. Pacey's t-shirt clung wetly to his body where Audrey's coat had landed on him. "I thought you were Audrey."

"What did I do?"

Joey took a deep breath. They were both fully dressed. Just sleeping. None of her business. "I took off my shoes and stepped on the coat you left in the middle of the floor."

"My fault," Pacey admitted. "She was already asleep when I took it off of her. So I suppose I deserve the icy wake-up call."

Joey watched Audrey blush. "Did I really fall asleep?"

"Don't worry. I didn't have to carry you far."

Her blush deepened. "You carried me?"

Pacey looked from Audrey's embarrassed face to Joey's intent one. "Not far." He felt his own face begin to redden. "Now that I'm awake, I should go. Night, Jo." He turned back to Audrey. "Night."

She smiled and waved her fingers. "Night, bunny."

Joey locked the door behind Pacey as Audrey hung up her coat and tossed her shoes into the closet. "Audrey?"

"I'm exhausted, Jo. And I'm sure whatever you're going to say is going to be too important for me to sleep through, so we'll talk about it in the morning." She kissed Joey's cheek. "Night, bunny."

Joey sighed and sank down on her bed. "Night."

Joey turned over, snuggling against the warm body next to her. She sighed contentedly. "Mmm."

"Don't you dare kiss me."

Joey pulled away from Audrey, ripping the covers out of her hands. "What are you doing in my bed?"

"Playing Goldilocks?" Audrey grinned. "Classes are cancelled. Power's out. Grams called and invited us to huddle by the fire."

"Cookies?"

"Homemade flavored popcorn. And Pacey's promised to do something decadent with chocolate."

"Mmm." Joey snuggled back under the covers. "Or I could sleep in."

"It's after eleven."

"What?" Joey sat up and looked at the blank face of her digital clock.

"Yeah. I let you sleep in as long as I could before my stomach got the best of me. Get dressed."

Joey sighed and got out of bed, grabbing her watch and looking at it. "Did…"

"No. David didn't call. And just FYI, Pacey knows who you're seeing. Well, not who, but what he is."

"Did you tell him?"

"No. After you left yesterday, he said some not so nice things about the Professor. And, at first, I thought it was some weird Gilligan's Island diatribe, but then…" Audrey stopped at Joey's glare. "He's worried about you."

"I'm fine."

"That's what I told him."

"You did?"

"It's your life, Joey." Audrey shrugged. "Your friends worry about you, but that's the only thing that matters in the end."

Joey sat on the edge of her bed, chewing thoughtfully on her lower lip. "You like him, don't you?"

"He's nice." Audrey shrugged again, not looking at Joey. "And cute and funny and smart and sexy." She pulled a sweater over her head. "Maybe a little."

"Audrey?" Joey waited until she turned around. Audrey's arms were in the half in the sleeves, her face poking out of the neck hole. "Why don't you ask him out?"

"Because I don't want you to kill me in my sleep."

Joey laughed. "I wouldn't kill you."

"Right. You're just saying that so you can use it in court. " Audrey finished pulling on her sweater. "It feels weird."

"The sweater?"

"Wanting to jump your ex-boyfriend." She watched Joey's face tighten. "There! You see? You got all weird right then when sex came up."

"No I didn't."

"Did too."

"Okay, I did. It's a little hard to think about Pacey with someone else. But I've moved on. I'm sure he's moved on a time or two." Joey gathered her clothes and went into the bathroom. She looked at Audrey before closing the door. "I like you. I like Pacey. I'm fine with you liking each other."

Audrey waiting until the door shut behind her. "Liar."

Pacey shook his head as Jen settled into Dawson's lap. "How do you stand being around them?"

"There's a reason they serve beer at frats."

"You mean other than to get your brothers drunk and convince them to experiment?"

"Yeah." Jack gave him a dirty look. "Other than that."

"Drowning out loneliness, huh?" Pacey sighed, not looking at Jack. "You miss Tobey?"

"Yeah. I mean, splitting up was the right thing to do. I know that. But I loved him. And I miss him."

"Yeah." Pacey looked up as Joey and Audrey walked in. "I know what you mean."

Audrey hung up her coat and slipped out of her boots before heading to the couch, settling between Jack and Pacey. "Well, if it isn't the two guys I fantasize about the most."

"Really?" Jack cocked an eyebrow.

"No, actually. But it would depress you to know you came in behind Steve Guttenberg and Curtis Armstrong." She kissed Jack's cheek. "But you're definitely a strong 27th."

"Thanks," Jack drawled as he got off the couch and headed toward Joey.

"Steve Guttenberg?"

"You're higher than him."

"Yeah?"

"You actually rank in the top five."

"Who's ahead of me?"

"Steve Buscemi."

"And?"

"Isn't that humiliating enough?"

"Actually, yeah." Pacey grinned and slid his arm around her shoulders, his breath warm against her ear as he leaned in. "Any way to advance up that fantasy scale?"

Shivers of liquid desire raced down Audrey's spine. "Make bad B-movies?"

"Have you not seen Dawson's film oeuvre? If that's not B-movie, I don't know what is." He smiled against her skin. "You've never seen B until you've seen me as the lustful Sea Creature from the Deep."

"I'll have to check my local rental store."

"I have a copy."

"Really?" She raised her eyebrows, pulling away from him slightly as Joey, Jack and Grams joined them. Grams set out a bowl of multi-colored popcorn then moved to a chair close to the fire.

Jen sighed and snuggled closer to Dawson. "Nothing like an entire city being snowed in."

"And without power," Jack added as he grabbed a handful of popcorn. "Which reminds me, I can't stay long. The guys from the house are all going to the missions and handing out extra blankets and serving dinner."

"Jackers is such a good boy." Pacey reached across Audrey to pat Jack on the head. "Always doing his part."

"And what charitable work do you do, Pacey?" Joey raised an eyebrow.

"I believe, Miss Potter, that I have a cheesecake in there that will raise your estimation of my goodwill."

"And probably lower your rating of his sexual prowess." Audrey gave Pacey a small grin. "Ya gotta watch that the desserts aren't more orgasm-inducing than you are."

"Audrey!" Joey blushed and looked quickly at Grams, who was reading a book, a small smile on her face.

"What? I'm just giving the boy some advice." She patted Pacey's knee, leaving her hand there when she was finished. "I'd hate to have all your good memories of him blown away by one simple slice of cheesecake. Seems like such a waste."

"What am I going to do with you, Audrey?" Joey shook her head and grabbed a handful of popcorn, hiding her blush behind it. She met Pacey's eyes for a short moment then turned away, but not before smiling shyly at him.

"Well, I can think of any number of things. Many are illegal. A few are immoral or, at the very least, indecent." Audrey leaned in and grabbed the bowl of popcorn, offering some to Pacey before passing it to Jen and Dawson. "All of which are better without an audience. So I think, for the present, maybe we should play a game or something. Spin the bottle? Truth or dare?" She smiled at Grams. "I'll bet THE Grams could come up with some dares that would make even the most jaded of us blush."

"Grams?" Jack asked.

"Oh yeah. I bet she's seen a thing or two in her day." Audrey settled back on the couch, swiping popcorn from Pacey's handful. "We're kindred spirits, Grams and I."

"Oh, I believe you're right, my dear." Grams winked at Audrey. "But I hate to give away all my secrets at once. Scandalizes the children, don't you know." Gathering the bag that lay beside her chair, she stood up. "So I think I'll take my knitting upstairs and work on it until this evening when I'm due at the church bazaar."

Jen looked up. "Oh, that's tonight, isn't it? Dawson and I offered to help you at this one, didn't we?"

"You did. But I'll understand if you have other commitments."

"Nope." Dawson rubbed the back of Jen's hand with his thumb. "We're yours for the evening."

"Wonderful."

Jen got off the couch and walked over to one of the bookcases that lined the wall. "We have some games here. Trivial Pursuit. Life. Milles Bornes…"

"Strip Trivial Pursuit," Audrey suggested. "I wanna see all the boys in their skivvies."

"What makes you think we don't have a vast knowledge of all things trivial?" Pacey grabbed some more popcorn, resuming his relaxed hold on Audrey when he sat back. "I mean, we could quite literally wipe the floor with that flowery shirt of yours, missy."

"Regardless of who might undress whom," Jen said as she pulled out the game, "I think it would be better if no one took their clothes off, just in case Grams decides to join us again."

"You spoil all my fun." Audrey stuck her tongue out at Jen, crossing her arms over her chest and sticking her lower lip out in a pout. "You guys are far too concerned with propriety, I think, especially given the fact that she must know that you and Dawson are doing the dirty deed right above her head every night."

Jen blushed crimson. "Not every night."

"And not right above her head." Dawson smiled, his eyes focused on Jen. "Mostly we're right above Jack."

"I really need to move into the house." Jack sighed and took the game from Jen, laying out the board. "Or at least never hear you say such things again."

"Pacey and I'll help you move your bed later if you want." Audrey patted Jack's arm as she slid off the couch and onto the floor, smiling slightly as Pacey moved directly behind her, one leg on either side of her body. "And, just in case it was unclear, that's totally and invitation to try and coerce us into a threesome."

"Excuse me?" Pacey's eyebrows shot up. "Do I not get a consult on this?"

"You mean you haven't told all your friends that you want to grow up and be a bisexual?" Audrey sighed. "Damn, you guys are repressed."

Dawson was laughing as Pacey turned bright red. "And here I thought I knew everything about you, Pace."

"Audrey?" Pacey's voice was pitched slightly higher, his embarrassment obvious. "Won't you help me with the cheesecake?"

"We're going to play a game…"

"Audrey? Kitchen. Now."

"Damn he's bossy." Audrey pulled herself to her feet and gave Joey a huge wink. "I love forceful men."

Joey shook her head as Audrey followed Pacey through the dining room into the kitchen, pulling the doors closed behind them.

"Don't get me wrong, I understand that you like getting under people's skin and you like flipping shit just to get a reaction. I get that." Pacey advanced on her, a flat spatula in his hand. "But there are certain things that you don't mock."

"I'll stop picking on Grams."

"Grams." He gave a little laugh and shook his head, stopping in front of her. His teeth were bared slightly as he put a hand down on either side of her, the force of his ire pushing her back against the counter. "I'm not talkin' about Grams."

"No?" It came out far softer and sexier than she'd intended, all the teasing and mocking gone from her voice as he looked down at her, his expression relaxing from playful irritation to subtle hunger.

"No." He shook his head, his gaze never leaving hers. He took another step closer, feeling the heat rising off her body. He tilted his head slightly, brushing the tip of her nose with his, smiling as she giggled. "I'm thinking seriously about kissing you," he warned her. "Promise me you have no intention of doing anything violent afterwards?"

"Is that a typical response for you?"

"You'd be surprised." He didn't wait for an answer, lowering his lips to hers. They brushed the full pink flesh lightly, moving over them gently before he applied pressure, using the tip of his tongue to part them. Audrey's fingers found his sweater, digging into the material as she opened her mouth, feeling his tongue slide inside her, doubling the rush of heat that was already flooding her stomach and rapidly dropping lower.

She released the bunched material at his waist and found the flesh beneath it, her short, pink nails scraping lightly. Pacey groaned and dropped his hands to her waist, hoisting her up onto the counter. Audrey gasped, startled, before wrapping her legs around his waist and pulling his body closer to hers.

Pacey could feel the heat coming off her in waves as he lowered his lips to her neck, nibbling on the smooth skin, his hand coming up to push aside her shirt, his tongue curling under her bra strap. Audrey's fingers wound through his thick hair, digging against his scalp as she raised her hips, the heels of her feet pressing firmly into his ass.

The ringing of a phone separated them, Pacey pulling away, panting heavily as Audrey gripped the edge of the counter and practiced breathing at something slower than light speed. Joey's voice grew louder as she walked into the dining room, leaning against the door to the kitchen as she spoke.

"Hi. I've been waiting for your call."

Audrey rolled her eyes. "David," she whispered.

"Who?"

"Professor Asshole." She slipped off the counter, closing her eyes as her body ran along the length of his.

"Yeah. I'm just hanging out with some friends, I can definitely come over." Joey's voice dropped slightly lower. "It'll be a little bit though. I've been promised the cheesecake to end all cheesecake, and I can't disappoint the chef." She was silent for a moment then laughed. "Yeah, if it's that good, I'll see if I can steal you a slice."

Pacey moved to the refrigerator, taking the silver pan out and placing it on the butcher block in the center of the room. Audrey watched him curiously before moving over and leaning on the opposite side. "Does it bother you? Her with him?"

"With him? Yes."

"Her with anyone?"

"A little. How would you feel if someone you loved moved on? Found new friends, new lovers? You're happy for them, sure. You want them to be happy. But it hurts." He walked over to where she'd been sitting and grabbed the spatula he'd left there. "And don't bother reminding me that I was just very involved in kissing and touching another woman who most definitely is not Joey. Because I'm more than well aware of my semi-hypocritical stance here, trust me."

"I wasn't going to say a word." She pushed away from the island and walked to the cupboard, pulling dessert plates out and bringing them over to him. "At least not about that. I knew coming on board here that I was about to walk into a potential geometrical design."

"No." Pacey shook his head as he carefully served the first slice of cheesecake. Audrey moved the plate to the side and waited for him to plate the second. "There's no me and Joey going on here. A twinge of jealousy, perhaps. An overwhelming concern for her well-being, definitely, but there's nothing more between us. We're friends. And much, much better off for it." He looked up at her as he served up the next slice. "The only thing close to geometry that we've got going on is a line. One connecting me and you."

"If I'm close enough, is there no line?"

"The line becomes the dot." He winked at her before turning his attention back to dessert. "And to prove my complete sincerity," he placed the cover back on the pie dish and snapped it securely. "I'm even going to let Miss Potter take the teacher a figurative apple."

"Wow."

"Of course, since I'm only human, he's not going to get any of the extra-special toppings."

"Of course not." Audrey smiled as he returned to the fridge and pulled out a muffin pan and unwrapped it, offering up a variety of toppings. "Wow."

"You think my cooking's good, darlin'," he reached out and dipped his finger in the strawberry glaze then ran it lightly over her full bottom lip, "and it is." He walked around the island and stood in front of her, leaning in and licking the sweet taste away. "But it's not my greatest skill."

"I'll be the judge of that."

Pacey nodded as she licked her lips as well, watching him gather up the plates. "You most assuredly will."

Joey knocked lightly on the door before turning her key and letting it swing open. Audrey was lying on top of her bed, headphones on, her foot tapping with the beat. Locking the door, Joey wandered over to Audrey's bed and sat on the end of it.

Opening one eye, Audrey gave Joey a smile then reached over to turn off her walkman. "Good thing I stocked up on batteries."

"Planning on using your vibrator a lot?"

"Josephine!" Audrey's eyes widened as she laughed. "I was referring to the power outage and lack of music usually caused by such events."

"Still no power?"

"Nope. I'm surprised you didn't notice at Wilder's house. Or did he have it all cued up for ambiance? Candles? Portable CD player? Fireplace? Or did he shuck all of that and just cart you off to the bedroom for a rousing full contact sporting event?"

"We actually talked," Joey informed her, shrugging off her coat.

"And then fucked?"

"You're so uncouth."

"You're the one who just asked me about my vibrator, honey. You've got no room to talk." Audrey moved over so that Joey could lie down beside her. They both lay there, staring up at the ceiling. "In all seriousness though, this guy is treating you right? No weird, kinky shit, right? No bondage or animals or anything else one might suspect a liberal arts college, English professor of?"

"So far the sex has been pretty aboveboard." Joey smiled. "Nothing I hadn't been asked to do before."

"Ah, that doesn't say much though. Who am I to know what you've been asked to do? You forget that for years before this moment, I actually was not acquainted with every detail of your life."

"It's so hard to believe that when you know everything about me now."

"I do, don't I? I'm such a good friend." Audrey reached over and patted the hand Joey had draped across her stomach. "So long as he's good to you, I don't feel the need to kick his ass."

"I appreciate that."

"You should."

"What about Pacey? Does he have any desire to kick his ass?"

"Surprising to you, I would imagine, Pacey and I don't talk all that much about your sexual exploits. I know that must hurt, bunny."

"Very funny." Joey pushed away Audrey's hand. "What about you and Pacey?"

"What about us?"

"Have you gotten around to sexual exploits?"

"Does it matter?" Audrey's voice was cautious. "Not that that will affect my answer in the slightest, but I want to know if I need to defend myself to the death or not, because I did just polish my nails."

Joey sighed and sat up, wrapping her arms around her knees. "I guess I'm just as protective of him as he is of me. Our relationship wasn't the easiest thing in the world and I know I didn't treat him the way he deserved. I'm always going to love him."

"You remember the boy I told you about, right? The guy I loved like no other?"

"The one you broke up with because it was the right thing to do and that you miss, even though you're getting on with your life?"

"He's the one. Well, I told you about him to make you realize that maybe there's more to life than Dawson Leery. But it works equally well at this juncture. It's like an all-purpose fable. Pacey may have been the guy you loved like no other, Jo. But moving on sure seems like it's been the right thing for you. I mean, look at you both. Pacey's making his mark on the culinary world and you're a big-time, hotshot in the college world, working on projects that other freshman with severe study habits are salivating over."

"I guess."

"And I'm pretty sure when this all came down, you didn't expect to find out your roommate was going to get all gooey over him."

"No. That never occurred to me. Pacey tends to go more for the vicious rather than just the insulting."

"I'll keep that in mind should he start to lose interest." Audrey sat up as well, putting her arm around Joey's shoulders. "We like each other. But we haven't gotten around to finding out what sort of sexual foibles are all the rage these days. We'll leave that up to you and the Professor, okay?"

"You're not going to have sex with Pacey?"

"Not that you'll ever hear about, kitten." She patted the top of Joey's head. "The flashlight's in the bathroom if you want to change. And the school stated they should have everything up and running tomorrow."

"Damn."

"Yup. We're actually going to have to get some of that education we overpaid for." Joey got off the bed and grabbed her pajamas before heading toward the bathroom. Audrey watched her for a minute before lying back on the bed, turning on her side to still keep Joey in view. "Hey, Jo?"

"How is he in bed?"

Joey paused for a long moment, reflecting. "He's amazing. He seems to know exactly what you want before you want it and he's not afraid of getting dirty. It seems like the messier it gets, the happier he is. I've never met a guy who cares more about what's going on for you than for himself. And I've never met someone who was so willing to wait until it's the right time, so willing to risk everything for someone he loves."

"I was talking about David."

Joey looked at her quickly, blushing and smiling to cover her embarrassment, shaking her head. "So was I."

Pacey looked up from the cavernous oven at the sound of his name, looking over his shoulder to find Jen, Joey and Audrey standing in the kitchen doorway. He smiled at the three of them, holding up one finger before turning back to the rack of lamb he was slowly grilling. He adjusted it slightly then turned, wiping his hands on his white coat. "Well, to what do I owe this pleasure?"

"Danny said we could come on back since you're not open yet." Jen moved into the semi-crowded kitchen and sidled over toward him. "And he said that we had to taste your new dessert."

"You people don't like me. You just want me for my sweets."

"A sugar daddy in the truest sense of the word," Joey assured him. "Smells great in here."

"It's lamb, which is nasty." He grinned and moved to the dessert station, gathering up three of the cooling shells as the base for his concoction. "But people buy it. And eat it, which is so hard for me to fathom."

Audrey moved closer to him, leaning over his shoulder just enough to watch him work, his hands steady as he grabbed the frosting bag and carefully decorated the outside of the shell. "Well, if lamb is disgusting, what do you recommend for dinner?"

"Red pepper fettuccine in a basil and parmesan sauce, braised chicken breasts and new, sweet, white corn. And for dessert," he turned and offered her the first of the three plates. "Voila."

Audrey waited until he'd served Jen and Joey before taking her first bite. "Ooh," she breathed as it seemed to melt in her mouth, "this is even better than the cheesecake."

Jen sighed. "Damn. Remind me to have this before I have sex next time so the first orgasm will just seem like a really good second one."

"Okay," Pacey placed his hands over his ears. "On a scale of things I do not ever need to hear, that would be number one."

"Me too," Joey added.

"Or, okay, number two."

"Remind me not to so the orgasm won't be such a letdown."

He grinned at Audrey, leaning in and kissing the tip of her nose. "Number three. Who knew Jen's orgasms would drop so low on my list." He watched them with deep satisfaction as they gave up talking to finish their desserts, all three of them whimpering little moans of pleasure with every bite. "Damn. I've got three women practically orgasming here. I feel like I've got the biggest cock in the place."

"You do," they all muttered in unison, using their fingers to swipe up frosting and chocolate with their fingertips.

"All right." He grinned and headed back to the oven. "Are you three staying for dinner?"

"Only Joey and I are," Audrey set her plate down then picked it back up, unsure of where to place it. "Jen's gotta go get it on with Dawson."

"I do not! I'm having dinner with Grams."

"After which, you are going to go get it on with Dawson."

"Well, maybe." Jen blushed. "But I'm having dinner with Grams. That's the important part of the story."

"I'll be sure to tell Dawson you said so." Audrey took Jen's plate and set it on top of hers. "You working all night?"

"Actually, since I'm doing all the prep work, I have the dinner hours off tonight." He smiled at her then at Joey. "You want company? I hear the food's terrible, but the staff's damn nice."

"What do you say, Jo? I figure whatever he's willing to eat has to be safe."

"Sounds good to me." She took both plates from Audrey and set them on hers, handing them to Pacey. "We'll see you in a couple of hours?"

"Absolutely." He watched them leave, patting Audrey lightly on the ass as she turned to go. She stopped and turned, glaring at him as he stepped closer, kissing the tip of her nose again. "If I walk you home, will this qualify as a first date?"

"You nearly fucked me on Grams' kitchen counter and you're worried about a first date?"

"I wouldn't have fucked you." He kissed her in earnest this time, his tongue stealing the taste of chocolate from her mouth. "My respect for Grams is way too high for that." He grinned, kissing her once more. "Fingered you, maybe."

She grinned back, licking her lips as she pulled away. "I don't put out on the first date."

"Fine then. We'll consider it the second."

Pacey got up from the table as he saw Joey and Audrey approaching him, moving to pull out Audrey's chair while the waiter did the same for Joey. They settled into their seats, tucking bags into the empty chair. "Do some shopping?"

"It's therapeutic."

"And what, pray tell, do you need therapy for?" He held up his hand as they started to speak. "And I'm talking exclusively to Audrey here, because I know what you need therapy for, Jo."

"Actually, we're getting ready for one of the reasons we're here tonight."

Pacey looked up at the sky, "Thank you, God, for giving me a threesome for my birthday." Looking back at the two women, he smiled widely. "Just tell me that you got edible undies. Those turn me on somethin' fierce."

"Good to know." Joey smacked his arm. "We bought dresses."

"Clothes are completely unnecessary, really. Unless they're lace. Or thong-y. I think I could get into thong-y."

"Nice dresses," Joey continued, her voice tainted with exasperation. "For a party next week. A party we're going to. And you're going to."

"I don't have a nice dress to wear."

Audrey held up her hand to stop Joey's irritated reply, reaching out with her free hand to take Pacey's. "Pacey? Would you be my date to some boring soiree that Joey's dragging me to so that she won't feel all uncomfortable and out of place at the Professor's house in front of all his students and co-workers?"

"Sure. But I still don't have a nice dress to wear."

"Don't worry," she assured him. "I'll take you shopping. I saw something lovely in fuchsia that I know would look wonderful on you. How do you feel about chiffon?"

"Depends. Is it thong-y?"

"No. But it was strapless." Audrey sighed. "Unless you prefer strap-on?"

Pacey winked at her, his hand moving under the tablecloth to capture hers. "I don't need any help in that department, darlin'."

"That's what all the boys say."

"Hello, Joey."

All three of them seated at the table looked up, Joey's face turning a soft pink. "Professor Wilder."

"Audrey."

"Hello."

"And…" He held his hand out to Pacey, who looked at it for a long moment before taking it in his own.

"Pacey Witter. And old friend of Joey's."

"Nice to meet you, Pacey."

"Would…" Joey blushed and looked desperately at Audrey, unsure of what to do. Audrey smiled at her and gestured to the package-filled seat.

"Join us?"

"Well, I was looking forward to eating alone, but I suppose I could take you up on your offer." He waited as Joey and Audrey cleaned off the chair, pushing all their packages under the table as he sat down. "You guys come here often?"

"Pacey works here," Joey informed him, her voice rushed. "So we come to see him and occasionally eat."

"Whenever it's free." Pacey's smile was barely past a smirk as he looked the other man over. "So you're Joey's teacher?"

"Yes. Her English Professor."

"We kids from Capeside do love our English teachers," Pacey nodded. "I'd have to say that it's by far our favorite subject, don't you think, Jo?"

"Professor Wilder also runs the Rose Lazar project," she forced the words out through gritted teeth, kicking Pacey in the shin. "Which is what the party next week is all about. I was just inviting Audrey and Pacey to the party."

"Good. I hope you'll come."

"We wouldn't miss it." Audrey rested her chin on her elbow, leaning toward him. "I hear her work pales incredibly when compared to other, more prestigious writers."

"Well, she was no F. Scott Fitzgerald, but she was quite witty for her day. And considering that she's one of the premier American writers of the time, I suppose we can forgive her for her faults." He smiled at Joey. "Joey's been key in helping us figure out where she was coming from."

Joey's face colored again, her eyes lighting up with the compliment. "I don't know. You've sort of helped guide me in that respect."

"So your project is done now?" Pacey picked up his water glass and took a drink, barely glancing at the man at the opposite end.

"Yes. We've catalogued all her works that were unpublished, which was the bulk of the assignment. The dirty work, if you will. Next we'll work on what deserves to be published and how."

"That must work well for you." Audrey squeezed Pacey's hand underneath the table. "Will this guarantee you tenure?"

"It should. The actual publishing process as well as the annotation work will take quite a few years, I'm sure. Rose and I are going to be pretty intimate for the next decade or so, I think."

"Interesting turn of phrase," Pacey muttered as the waiter approached them, ignoring the look Joey gave him as he opened his menu.

"Can I give you guys a ride home?" Wilder took his credit card from the bill case and handed it back to the waiter. "It's on the way."

"Sure," Joey smiled at him, reaching down to gather all her bags together. "That would be great."

"Actually, Jo, I promised Pacey he could walk me home."

"With the wind chill, it's five degrees below zero outside, Audrey."

"I have a coat." She opened her eyes wide, tilting her head slightly toward Wilder. "You guys go ahead and go on without us."

"Pacey?" Joey looked at him. "Are you sure? It's no trouble at all. He offered."

"No thanks, Jo." He smiled at her, reservation still in his eyes, though he nodded. "You two go. We'll be fine."

"Okay." She stood, smiling as Wilder took half the packages. "I got a new dress for next week. And, despite Audrey's idea, there's not a rose to be seen."

"Are there any that aren't to be seen?"

She blushed at his quiet comment, the color rising higher as she realized it was loud enough for both Audrey and Pacey to hear. She didn't answer until they were halfway to the door; her coat a shield from the look Pacey had given her.

"You so don't like him."

"He's sleazy."

"He's nice. A little in need of some grooming tips, but nice. Like…a puppy dog."

"A puppy dog who is going against the designs of propriety and fucking one of his students."

"True." Audrey shrugged. "But I'm pretty sure it's not against her will."

Pacey sighed and nodded, looking down at the tablecloth. "I know. And I'm happy that she's happy. I'd just be happier if she were happy with someone a little closer to her own age. And experience level. And someone she didn't have to sneak around with and casually run into in restaurants as opposed to actually dating them."

"You're so sweet." She looked around the almost empty restaurant and got out of her seat, moving over to settle in his lap. "So, are you really going to make me walk home in this insane weather or do you have a backup plan?"

"Backup plan? Hell, I was going to accept his ride offer until you doomed us to a long walk home in subzero temperatures."

"You're kidding, right?" She shifted on his lap, smiling as she felt his body respond. "Because I know that you would never do anything that would make me cold and sickly and shivery."

"I don't know," he drawled slowly. "I've seen you shivery and I like it." His finger settled on her lap for a moment before reaching up to tease the peak of her nipple, pressed against the material of her shirt. "I've seen these harden and you didn't complain about the cold then."

Audrey shifted again, her eyes closing as he groaned under his breath. "So hard they hurt," she agreed. "But I can guarantee you that if they're out there in the arctic weather suffering, they're not going to be too welcoming the next time you come around."

"What about that porn movie you were talking about? With the frostbite and the breathing and the sucking?" His voice washed over her like warm water, her nipples tightening even more as he continued brushing over the one. "Seems to me they might be more than happy to see me if they were all cold."

"You really want to take that risk?"

"You really want me to borrow Danny's car, don't you?"

"I saw he had the Porsche out back. Of course I want you to borrow it." Her hand slipped down between their bodies, finding his erection with skilled hands. "I've never done anything in a Porsche."

Pacey eased her off his lap and adjusted his slacks before starting toward the kitchen. Pushing open the shiny silver doors, he headed directly for Danny's office, knocking once before disappearing from her view.

"This isn't the road to Worthington."

"Nope."

"It was nice of Danny, don't you think?"

"I have to work the next four days straight, twelve hour shifts each day. Very nice."

"The leather's nice."

"Yeah."

"Where are we going?"

"I'm paying for this Porsche, sweetie." He gave her a quick smile, dissipating any fears that she had that he was annoyed with her. "I'm going to open 'er up and enjoy it."

"Good enough. I like a man who can handle his machinery." She settled back into the leather seats and relaxed, her head tilted so that she could watch him as he shifted easily on the darkened road. "Was Joey the first girl you loved?"

"No."

"Who?"

"Her name was Tamara. She was my English teacher my sophomore year. We had an illicit affair until it became unillicit and she left town."

"Anyone else?"

"There was Andie. She was my girlfriend the last half of the sophomore year until her mental breakdown led her to cheat on me and we broke up."

"Wow. Do you have any normal stories?"

"Which brings us to Joey who was my best friend's ex-girlfriend and, for most of my life, my arch enemy."

"Apparently not."

He grinned and shifted again, kicking the speed up. "You?"

"There was a guy a long time ago. But we broke up, went our separate ways." She shrugged. "He's the only person I've ever loved."

"Where is he?"

"Still in sunny California. Not that I blame him, given the weather of the past couple of weeks." She adjusted the vent, enjoying the blast of heated air. "My story is much more boring than yours were."

"Boring is good. I could use a little boring." His brow furrowed. "Which sounds really bad and a lie, considering you're not boring at all. But a boring past, I can live with." He downshifted and pulled the car into the parking lot of a park located on the far side of the Worthington campus. Turning off the ignition, he turned to face her, the light of the streetlamp giving him a strange yellowish glow. "Hi."

She unbuckled her seat belt and faced him as well, her knee drawn up on the seat, one leg tucked neatly under the other. "Hi."

"How much of a jealous ass was I tonight?"

"Just a little bit. And I prefer to look at it as concern as opposed to jealousy." She reached out and stroked the crinkled skin just above his nose, smoothing his brow. "Not an unfounded viewpoint, I must add before you say anything to your detriment, since if you'd been really jealous, you'd have pulled your hand away from mine and clenched it into a fist you wanted to plant in the middle of his smug, slightly greasy face. Whereas what you actually did do was hold onto my hand, squeezing it only every so often."

Pacey took her hand and squeezed it lightly. "I excel at creating awkward situations."

"I noticed that when you reviewed your sexual history with me." She smiled at him and brought her free hand up to the top button of her shirt and unfastened it. "It kind of turns me on. I like a man who can make the best from a bad situation."

"What are you doing?"

She freed another button before answering. "Nothing." Another one popped free, followed rapidly by the remaining three. Releasing his hand, she grabbed both sides of her shirt and slipped it off her body, the burgundy lace bra standing out in stark relief against her pale skin.

"Audrey," Pacey groaned her name, his hand snaking behind her neck and pulling her to him. Her tongue pushed past his lips, diving into the kiss as his free hand roamed over the bare skin of her back.

She bit his lower lip, tugging on it gently as she pulled away, her breathing ragged. "Touch me."

He nodded, both hands moving to cup her breasts, heavy and straining against the lace of her bra. He held them gently before lifting one slightly and bending his head, touching his tongue to the raised material that covered her nipple. She hissed as heat surrounded her, arching her back.

Pacey groaned again, this time around barely covered skin, his free hand reaching up and sliding her bra strap down, freeing her breast. He kissed his way over to the exposed skin, tasting perfume and heat and desire as he wrapped his lips around her nipple, sucking lightly.

Audrey gasped out his name, slumping slightly in her seat as he moved forward, his hand slipping around her to unfasten her bra completely. She shifted as he climbed over the gearshift, straddling her. His hand slipped to her side, catching the seat control and guiding it down.

Shivering as her back pressed against the cool leather, Audrey raked her fingers through his hair, her body grinding up against his as he finally moved back to her other breast, giving it the same lavish treatment. Her leg wrapped around the back of his, using it for support as she thrust upward, moaning his name in the hushed cocoon of the car.

Pacey groaned and lifted his head, his eyes hooded as he moved up her body, one hand holding her head and bringing her lips up to his. His tongue tasted her lips, parting them hungrily. Audrey's other leg wrapped around him, pushing up against the hardness of his cock trapped between them.

Audrey's nails dug into his ass through the denim of his jeans, grasping at hot flesh as he ravaged her mouth, his tongue tangling with hers as he rolled his hips, feeling the heat rising off her as he slipped further between her parted legs.

Her gasp was cut off as the glass above them shook, the dark, gloved hand barely visible through the fogged windows. Pacey pulled away enough to reach the automatic lever, lowering the window slightly. The glint of a badge was washed away by the flashlight as it shone through the interior. "Well, what have we here?"

"Hi, officer." Audrey beamed a smile at him, still trapped underneath Pacey's body. "We have, as you can see, a stereotypical movie scenario."

"Is that what you'd call it, Miss…?"

"Liddell. Audrey Liddell. And this is my…friend, Pacey Witter. Pacey was helping me practice for a play I'm auditioning for at Worthington. Where I go to school."

"I was unaware that Worthington was being endorsed by the National Endowment for the Arts; however, that's the only explanation I can come up with for whatever 'play' you might be practicing in your current state of undress, Miss Liddell."

"Well, we got a little carried away." She blushed and shifted underneath Pacey, who bit back a groan as her body brushed against his erection. "But we've seen the error of our ways, thanks to that really, really bright light you're continuing to shine on us, so we'll be more than happy to readjust ourselves and head on back to campus."

"Just as long as you're quite aware that the parks are closed to any kind of parking or other questionable activities after dusk."

"We completely understand, Officer."

"Mr. Witter?"

"Absolutely."

"I'll leave you two to put yourselves back together then." He clicked off the flashlight and tapped it on the edge of the glass. "You'll understand if I wait here until you're well on your way."

"Of course," Audrey nodded her head as he walked away. Pacey hit the switch, pushing the window closed before pulling away from Audrey's bare chest. "Wow. You sure know how to show a girl a good time."

"I try." He found her shirt and handed it to her. "I'm going to…" He gestured toward the door then opened it, easing around to into the icy air outside. He shut the door, giving her both warmth and privacy then walked around the car. The cold wind bit through his jeans, having the desired effect as he felt the pulsing in his cock abate.

Feeling the cop's eyes on him, he slid into the driver's seat, staring at the steering wheel while Audrey finished buttoning her shirt. She reached over when she was done, resting her hand on his thigh. Pacey muttered a soft curse under his breath and caught her hand, easing it away. "Sorry."

He looked over at her contrite tone. "Nothing to be sorry for. I'm just a little…sensitive still." He smiled and squeezed her hand. "Shall I take you home?"

"Joey's probably spending the night at Wilder's."

Starting the car, Pacey shook his head. "I think we'll leave all this to another night. Otherwise it's not going to be much fun for either of us."

"Why's that?" She waited as he drove for a while, leaving the cop behind them in the park.

"Our first time isn't going to consist of me barely managing to hold it together long enough to be inside you."

"It isn't?" She was breathless. "What is it going to consist of?"

Pacey reached over and settled his hand on her leg, the tips of his fingers grazing over her inner thigh. "You'll have to wait and see."

"Joooooooooooooey." Audrey sighed in complete exasperation. "You look stunning. Beautiful. Rapturous. And it's not going to matter because you know that you and Wilder are going to sneak off somewhere and have sex and it's going to ruin your hair so get out of the bathroom and let me have my damn turn!"

Joey opened the bathroom door and gave Audrey a long look. "Who is this party important to, Audrey?"

"You."

"And if we take that fact into account, who needs to look her very best at this party?"

"You."

"And so who has control of the bathroom?"

"If you don't let me in there soon, Pacey and I will stay home and watch your acting premiere in 'Sea Creature from the Deep' and then I will continue, throughout the course of our relationship, to mock you about it."

"Give me fifteen minutes." Joey shut the door again.

Audrey smiled and walked over to her bed, stretching out on it. She looked up as Joey walked out of the bathroom the promised fifteen minutes later. "Wow. You look great."

"Yeah?"

"Yeah."

"Great enough to knock a certain professor off his feet?"

"Let's just say it'd be best to have the bed behind him to catch him when he fell." She smiled knowingly as she looked over Joey's gray silk dress. The spaghetti straps that supported the low-cut bodice stood out starkly against her tanned skin. Audrey's eyes followed the fabric down to where it pooled on the floor. "So, where's the rose?"

"I'm not wearing a rose, Audrey. I explained that to you in the store when you tried to make me buy that hideous teal dress with the red roses emblazoned on it. I also explained it to you when you tried to get me to buy the pink tights with white roses on them. There are no roses."

"But you have to. It's fitting."

"No."

"Not even on your bra?"

"No."

"Undies?"

"No."

Audrey sighed. "You disappoint me, Jo. Just think of the fun you could have making him look for it. Telling him when he got hotter or colder. Mmmm, good times, Jo."

"We're going to be at a party signifying the completion of the cataloguing of the Rose Lazar project. We're not at some frat party where we can just sneak off to one of the bedrooms and have sex while I admire his black light poster."

"He has a black light poster? Wow. He's almost cooler than I thought." Her brow furrowed as she thought. "It's not Elvis is it?"

"No."

"Hendrix?"

"No! Audrey! He doesn't have a black light poster."

"Aerosmith?"

"Audrey." Joey's voice was stern. "I think it would be prudent at this moment in time for you to remember that I know things about you that you might not want Pacey to have access to."

"I don't know what you mean. Pacey and I have no secrets from each other."

"Oh no?"

"No. Just because he doesn't know stuff about me, doesn't mean I'm necessarily keeping it a secret." She sat up and sighed, her lower lip pushed out in a pout. "You're so mean."

"I'm just trying to impress upon you the fact that David and I aren't…well, it's a difficult relationship, but it's one we're trying to work on. And it's one that isn't just about sex. Or, in this case, hunting for roses."

"I knew it!" Audrey stood up and grabbed her dress, walking closer to Joey. "Where is it?"

"On the garter belt."

"Damn. I should have guessed that." She smiled and headed for the bathroom. "You do look good, Jo. But now it's my turn to get ready. If my boyfriend shows up before I'm finished, do me a favor and don't try to seduce him or anything."

"What if he tries to seduce me?"

"Do what you did your entire summer at sea. Say no."

Audrey leaned against Pacey, snuggling closer to him on the couch. "This is the most boring party in recorded history."

"No. It's worse. Why are we here again?"

"We're being supportive of Joey-bear." Audrey rested his hand on his knee, rubbing small circles on the dark material. "Much to our eternal dismay."

"Have you seen her?"

"She disappeared a little while ago with the good professor." Audrey sighed. "Which isn't the biggest step toward discretion, but I can understand the lure of the illicit score at a big party."

Pacey raised an eyebrow suggestively. "Oh really?"

"Oh yeah. The risk of getting caught, the desire heightened by knowing that someone could walk in at any moment…" She nuzzled his neck, her teeth nibbling at his earlobe. "It's quite a heady experience."

"Mmm," he moaned softly as her hand slid higher up his thigh. "You do make it sound attractive."

"That may have been my objective." Audrey smiled against his skin. "So, what do you say, Witter? Shall we go do a tour of the house and grounds?"

"I'm not sure I should move." He grinned as her hand slid even higher, the tips of her fingers now grazing over the prominent bulge in his slacks. "Because the second I stand up, I think most everyone in the room is going to be vividly aware of how much you turn me on."

"They have eyes. They already know how much I turn you on." She leaned close to him, her voice dropping lower. "Besides, if we stay right here, I'm going to slide your zipper down and slip my hand inside your pants to find out if you're wearing boxers or briefs." Her voice was full of promise, daring him. "But if we stand up, I'll walk in front of you."

Pacey shifted slightly, her hand now fully covering his erection. "How close are we going to be walking?" He bent his head to whisper in her ear. "Close enough that your ass will be pressed against me?"

Audrey's whole body shuddered. "We so need to get out of here."

"We do," Pacey agreed, his eyes roaming over the dark blue dress she was wearing as he raised his hand, barely brushing his fingertips over the curve of her breast.

Audrey caught his hand, holding it there for a minute before easing it away and getting to her feet. "Come on," she breathed huskily. "Let's go find someplace small, tight and quiet."

"My thoughts exactly." He stood up, his body close to hers. "The quicker the better." They wove their way through the crowd of people, heading toward the stairs. Pacey looked pointedly at a door beneath them. "What do you think?"

"Too public for Joey and the professor," Audrey smiled. "But we've got nothing to hide, hmmm?" She tightened her grip on his hand and started toward the door.

"Good thing, because as much as I agree with the small and tight, I might have issues with the quiet." As they reached the door, he turned her around, pressing her against it. His leg slipped between hers as her chest crushed against his. He licked her lips, tasting lip-gloss. "God, you taste good."

She moaned quietly, opening her mouth under his as he spoke against it, her lips, his tongue teasing hers.

"Have you seen Professor Wilder?"

The voice behind them broke the moment, and Pacey pulled away slightly. "Not lately, but knowing him, I can tell you exactly where he is."

The owner of the first voice laughed quietly. "No doubt. Who's the unsuspecting freshman this term?"

"Isn't it obvious? You saw the Lazar team. It's the brunette…what's her name."

"He probably doesn't even know. Just another notch on his bedpost."

"Or grade book."

Both girls laughed. "Wonder if she's aware that the term is more than just the end of her class time with the good professor."

Pacey closed his eyes and rested his forehead against Audrey's. "We should find Joey."

"Yeah."

"I wonder if she has any clue how many girls were in the line ahead of her."

"I certainly didn't when it was my moment in the sun." One of the girls sighed. "Of course, while it was going on, I didn't care in the slightest."

"Me either."

Pacey pulled away from Audrey, grabbing her hand as he turned around. He stopped, closing his eyes as he saw Joey standing there, a sad look on her face. "Jo?"

She shook her head and took a deep breath, pursing her lips together before turning and walking away. Pacey looked back at Audrey for a long second before squeezing her hand, releasing it and following after Joey.

Joey watched David's fingers trail through the blond strands of Cassandra's hair, leaning into her. She watched until the kiss was imminent, breaths stolen in anticipation, before speaking. "You know, it was my understanding that everything ended when the term did. Yet you two still seem awfully cozy."

"Joey," David stepped back, his eyes locked on her. "What…"

"Am I talking about, David? Tell me, how many of the women at this party know where we went when we disappeared? Tell me how many of them had already been there, already been in your bed?"

"Joey…"

"Ah," she pointed at Cassandra. "You don't get to talk. You've already had your turn on his desk. It's my turn now." Joey walked up to the two of them, her gaze laser-like as she focused on David. "You must think I'm such a fool."

"No, Joey…"

"No." She laughed quietly. "You probably think I'm lucky, don't you? Lucky to be graced with your attention. Refreshing to have fresh blood, isn't it? Sweet and innocent and trusting and gullible and naïve."

"That's not what I thought."

"What did you think, David? That I'd fall for you? Love you? That I was some stupid kid who would be so grateful for your attention that I'd fall at your feet?"

"I thought we were together." He took a few steps toward her, his hand held out to her.

"You thought I was at your beck and call, your little sex toy, huh?" She smirked at him. "Well, I'm afraid you're the gullible one, David."

"Joey, let's discuss this in private…"

"There's nothing to discuss, David. You were nice while you lasted. But as much fun as you've been, you're not worth the trouble. Now, you'll have to make my apologies for me when you present the Lazar project. I'm sure Cassandra won't mind."

"Joey…"

"I'm going home." She looked back over her shoulder as Pacey's hand curled under her elbow.

"You finished with this guy, Jo?"

"More than."

He nodded. "Let's go."

Pacey slid Joey's coat on her, his arm around her shoulder as he guided her to the door. "You okay?"

"I need to go before I make an ass out of myself and do some serious bodily damage to him, and completely ruin his chances for tenure."

"Now see? You've made me want to see that."

Joey opened the door and looked back at him, tears glistening in her eyes. "Please, Pacey?"

He nodded. "Let's go." He looked back over his shoulder. Wilder stood at the base of the stairs, the blonde he'd been with in the hallway hovering behind him, her hand resting lightly on his shoulder until he brushed it off.

Smirking, Pacey looked away from him, his eyes meeting Audrey's. She smiled at him and nodded toward Joey, mouthing the word 'go.' He smiled at her and turned, pulling the door closed behind him.

Joey shivered, pulling her coat tighter around her. "Thank you."

"It's what friends are for, Jo."

She nodded slowly, the bottom of her dress getting damp as she walked through the snow. Pacey sighed and jogged the few steps up to her. Reaching in her pocket, he captured her hand, pulling it out and holding it tightly during the walk home.

Pacey unlocked Joey's door, then placed his hand in the small of her back, guiding her into the room. He turned on the lamp beside her bed and turned to take her coat. She shivered as he removed it, her eyes devoid of emotion.

"You okay, Potter?"

"Sure. Peachy. I mean, why wouldn't I be? I was only completely humiliated tonight. I mean, it's not bad enough that people think I was sleeping with him, they think that's the only reason I was even appointed to this project." Emotion was beginning to flood her voice, and hurt and anger warred in her eyes.

"Joey?"

"What?"

"You were sleeping with him. And from what Audrey and I overheard, there's a pretty good chance that that's why he picked you for the project." When she started to speak, he held up his hand. "I'm not saying that it was your motivation, Joey. I know you better than that. But it was very likely his. Which doesn't mean that you didn't work your ass off."

Tears filled her eyes, shimmering on the edge of her lashes. "I hate this, Pacey. I hate scandal. I hate…" She sniffed and turned away from him. "You must think I'm so stupid. I mean, thinking that he actually cared about me. Leave it to stupid, naïve Joey Potter to equate sex with love."

"Joey, you know none of us think that."

"Right, Pacey. You know Dawson's probably going to think after he started dating Jen, I rushed into the most destructive relationship I could."

"Actually, I'll bet Dawson's only thought is whether or not you're okay." He moved over and hugged her. "Besides, I think we all know that getting back together with me would rank higher on Dawson's destructive relationship scale." Pacey chuckled softly. "The guy used you, Jo. He took advantage of you. It's that simple."

"It's not bad enough that he did this to me, Pacey. It's even worse that he didn't have the balls to tell me that he was tired of fucking me. He just invited half of the English department, the majority of them students he slept with apparently, to make sure I got the message." Joey shrugged, looking up into his eyes. "He didn't take advantage of me, Pacey. I let him."

"You believed that he cared about you, Jo. You wanted him to care about you. There's nothing wrong with that."

"No?" She licked her lips, raising up on her toes and pressing her body to his.

"No." Pacey shook his head, swallowing hard as her hand wrapped around his neck, pulling him down and pressing her lips to his. Pacey's hands clenched into fists at her sides before relaxing and settling on her hips, carefully putting her away from him. "No."

"Of course not," she nodded. "After all, it's a proven fact this year that no one wants Joey Potter."

"Potter," Pacey sighed and ran a hand through his hair. "I'm always going to want you. Wanting you is in my blood." Blowing out a long breath, he caught her chin and forced her to look at him. "But I'm dating Audrey."

"Right." She laughed bitterly. "I suggested that to her, didn't I? In my blissful happiness, I pushed you two together." She pulled away from him. "Why don't you go away, Pacey?"

"Because you're hurting, Jo. And you need someone."

"You won't let me have you the way I need you." She faced him angrily. "And I don't need your platitudes or pity."

"Right. You just think you need someone to fuck you." He raised an eyebrow. "Is that really going to help your wounded pride, Joey?"

"Having someone want me? Yeah, that might help, Pacey."

"Wilder wanted you."

"Wilder thought I was naïve."

"You are, Jo." Pacey pushed her hair behind her ear. "There's no reason you shouldn't be."

"Yes there is!" She yelled the words at him, fueled by hurt and anger. "Because it hurts! It hurt when you attacked me out of nowhere at our prom and it fucking hurts now, Pacey!"

"So you think some nameless, faceless guy fucking you is going to make it hurt less?"

"Yes!"

"You're wrong." Audrey shut the door behind her. "It hurts more. Every guy hurts you, because to him you're the nameless and faceless one. And nothing is more painful than looking up into someone's eyes when they're inside you and knowing you could be anyone." She smiled at Pacey. "Go home."

"You sure?"

"Positive. Go polish your armor." She smiled and squeezed his hand as he walked by. "This is a girl thing, Witter. And I don't care how many sisters you've got or how in touch you are with your feminine side, you're not gonna understand." She watched him look worriedly at Joey as he opened the door. "Scoot!"

As soon as the door closed behind him, Audrey sat on the end of her bed, watching Joey as she refused to look at her.

"So, I'm going to tell you a story. And you'll probably find it boring, unnecessary and meaningless, but I'm going to tell it anyway. Once upon a time, I felt really bad about myself." Joey started to say something, stopping when she met Audrey's eyes. "So I decided I'd do something to make people like me. I started sleeping around."

"And you became the most popular girl in school?"

"No. Sure, some of the guys liked me. Or they liked the fact that I was easy. But the girls still hated me. Hated me more, actually. But most importantly, I hated myself. Don't get me wrong, most of the time the sex was great. And I liked sex. But it didn't change who I was. Didn't make me any closer to being the person I wanted to be." She sighed as Joey sat down on the bed. "I'm sorry that you got hurt, Joey."

"Yeah?" She gave her a quick glance to go with her sad laugh. "Me too."

"And I'm sorry if I encouraged you to pursue it. I should have known he was a creep." She took Joey's hand in her own. "I usually have a really sensitive creep detector."

"What happened to it?"

"You."

"Me?"

"Sure." Audrey grinned, the smile widening as Joey did so as well. "You introduced me to no less than three nice guys. A girl loses her touch with all those decent men around her."

"Can that be my excuse too?"

"I'd give anything to have people care about me the way your friends - all ex-boyfriends, by the way - care about you. Pacey looked ready to kill that jerk when he found out."

"Pacey has a thing for damsels in distress. Don't ever tell him I said so, but I think it stems from his family's history of police work."

"Mmm. Uniforms, huh?" Audrey made a low purring noise. "Nice." Shaking her head, she looked over at Joey. "You've got great friends, Jo. They don't always make up for the fact that you got played, but they do help in the long run."

"Not all my friends are ex-boyfriends, you know." Joey gave Audrey a half smile then pulled her into a hug. "Thank you."

"Awww, kitten." Audrey hugged her back tightly. "You know I love you." She hugged Joey again then moved away, giving her a stern look. "But I ever catch you hitting on my boyfriend again and I'll rip your lips off. I don't care how dire the circumstances or need to get laid."

"He was my boyfriend first."

"We could share him." She raised an eyebrow. "You up for a threesome?"

"No!"

"Right. The fear of your latent homosexual tendencies. Pacey warned me about that."

"He what!"

"Nothing, kitten." Audrey patted her on the head. "Get some sleep. Put Professor Asshole out of your mind and put getting laid by some campus lug out of your mind and dream about spas and makeovers."

"Why would I dream about those things?"

"Because, that's where I'm taking you this weekend. And when you come back to school on Monday, you're going to be a whole new you."

"Promise?"

"Yup. You're gonna be hot. But not too hot."

"No?" Joey slipped her dress over her head and pulled on her nightshirt. "Why not too hot?"

"Because," Audrey grinned, "I'm not giving you another shot at my man."

"Right. Pacey."

"Yup." Audrey walked over and tucked Joey's covers around her. "Because all those nameless, faceless guys, Jo?"

Joey nodded, emotional overload lulling her to sleep. "Yeah?"

"He's the face I was looking for in all of them."

"Hey sailor."

Pacey rested his broom against the railing then leaned on the snow-covered metal. "Hey. How's Joey?"

"Sleeping." She sighed and tilted her head, her blonde hair spilling out in unruly wisps around her pink hat. "And I think she'll be okay. It'll take some time to get over him, but she's a strong girl. And no doubt some uncouth college boy will ask her out because of rumors he's heard that she puts out. And then rumors will go around about how she decked said college boy because he got fresh with her and she'll be back to living a normal life."

"Joey's never been normal." He walked over to the opening and held out his hand. "And neither, I suspect, have you."

She placed her hand in his and let him help her on board, smiling when he didn't move back, instead bringing her body flush with his. "I'm not normal?"

"No," he whispered softly, pressing his lips gently against hers. "Outrageous, daring, risqué and sexy. But not," he kissed her again, a little harder, his tongue brushing over her lips, tasting the gasp as they parted, "normal."

"I do normal things," she assured him, shivering from more than the cold as his free hand slipped inside her jacket and under her sweatshirt, his cool fingers moving over warm skin. "I eat, I sleep, I study…well, not really on that one." She gasped again as he cupped her breast, his thumb brushing over her nipple, his mouth covering hers.

Audrey slid her hands up his arms and over his shoulders to tangle in his hair. It had started snowing again, but she barely noticed as his other hand slipped around her waist and pulled her even closer, his erection hard against her thigh. She broke away from the kiss, panting slightly.

"You cold?"

She shook her head, shedding her coat and pushing him toward the door leading down into the heart of the boat. "Burning up."

He nodded, opening the door and watching her walk down the steps, her hips swaying gently with the rhythm of the water. He groaned low and followed her down, carefully closing the hatch behind them.

Her jacket was on the back of a chair, her shoes underneath it. He moved into her again, his hands finding the hem of her sweatshirt and pulling it over her head. The dark purple shirt that she wore ended in an inverted V just above the waistband of her pants, the small triangle of flesh peeking out in the pale light.

"Still burning?"

"Yeah," she nodded, licking her lips. Her fingers found the buttons of his shirt and started undoing them as he did the same to her. "I don't see that abating any time soon."

He finished first, using his own arms to push her hands away so he could slide her shirt off of her. It felt to the floor in a rustling heap, both of them watching as it fluttered at her feet. Pacey raised his eyes, the blue almost black as they wandered up her body, over denim to flesh to lace.

Audrey found his shirt again, undoing the last of the buttons and letting it hang on him for a moment, his own tanned flesh seeming darker against the white material. Her hands shook slightly as she touched him, pushing the fabric away with the back of her hands, feeling his muscles tense as she moved her fingers lightly over his body.

"Audrey?" His voice was husky as he bent his head to catch her eyes. She looked up at him, eyes wide and dark as he leaned closer. "Did I mention tonight how beautiful you looked?"

"Yes," she breathed. "You said I was the most beautiful you'd ever seen me."

"I was wrong." His hands skimmed over her stomach and cradled her breasts, thumbs wreaking havoc as he brushed her nipples again. "Because I've never seen anything more beautiful than you standing here right now." He bent his head and kissed her, the contact painfully short. "Although my opinion is likely to change in about twenty minutes."

"Why's that?" She was still whispering, struggling to find air.

"Because by then, you're going to be naked."

"Why so long?"

He chuckled, the sound rumbling in his chest. "Because, I'm going to take my time."

"Oh." She shivered as he sank to his knees; her hands on his shoulders, in his hair as he pressed his lips to her stomach, kissing the warm skin that had peeked out from her shirt just moment before. His tongue traced her belly button, then grazed over her flesh, tasting her. Her knees trembled as she let him guide her down to him, kneeling in front of him, her hands back on his shoulders, thumbs resting in the hollow at the base of his neck.

His fingers worked their way under her bra straps and he eased the pale pink material down her arms. She trembled from the look in his eyes, desire and lust and caring all mingling together in the stormy blue as he let his index finger run over the curve of her breast to the valley between them, teasing the lace ribbon that held the cups together.

One hand slid down Pacey's chest, the roughness of the slight spattering of dark hair that tickling her palm as she slipped it lower, to the thicker hair that peeked above his dark slacks. He made a soft sound and caught her hand, shaking his head as he placed her hand on his chest, letting her feel the hot rush of his heartbeat.

Audrey smiled as his hand duplicated the gesture, feeling the rapid pulse beating underneath ribbon and lace and skin. Smiling slyly, leaning in to kiss her softly, still teasing her with his tongue, he reached around and unfastened her bra, letting it slip down between them before moving closer.

His tongue pushed past her parted lips and she sighed into the kiss, meeting it with her own. Her hand slid back up to his neck, her fingers sinking into his thick hair as she moved closer to him, her breasts crushed against his chest. Her nipples ached as they touched his skin, tightening as she slid one leg between both of his, feeling his arms encircle her.

One hand settled in the small of her back, bringing her against him in a slow, steady rhythm while the other slipped lower, smoothing over her ass. She moved against him, feeling his groan as her body rocked against his erection, straining against the thin material of his dress slacks. His body shuddered as she broke the kiss and left a trail of heated kisses down his neck, sucking lightly at the taut skin where it met his shoulder.

Using his hands to hold her against him, Pacey slowly guided her onto the floor, laying her out before him. He pulled back, staring down at her in the flickering light from outside, then moved in again to plant slow, lingering kisses just below her collar bone. She sighed softly, the drawn-out breath inhaled again as he ventured lower, nipping lightly at the swollen, sensitive flesh of her breasts.

Pacey dragged his tongue over the taut flesh of her nipples, prolonging the contact as Audrey arched beneath him. Her fingers dug into his hair, raking through the thick strands, shaking slightly as he left her breasts, the slight coolness in the air tightening them even further.

"Pacey." She managed to force his name out as he sucked lightly on the skin of her stomach, leaving soft red marks that faded before his mouth touched down again. He shook his head, his teeth catching the denim that surrounded the button of her jeans, tugging just enough to pop the small metal fastener free of the fabric. "Oh…"

He sat straddling her legs as he slid the zipper down, then hooked his fingers under the waistband of her jeans. "Lift up," he whispered, easing the material down her smooth legs as she complied. Her chest rose and fell rapidly as she stared at him, all dark hair and skin as he stripped her jeans from her body and tossed them aside before parting her legs and settling on his stomach between them.

Rising up on her elbows, Audrey stared down at him as his tongue darted out, grazing across the fabric of her panties, inhaling the liquid scent of her. His teeth scraped against the thin cotton, his breath teasing her as he continued down, using one finger to tug at the elastic and ease it away from her skin.

"Fuuuuck," she moaned as his breath blew across her heated skin, his tongue darting out for a quick taste before he pulled away again. This time her moan was from frustration. He was too far away, out of reach. She sat up again, trembling, reaching for him as he found the waistband of her panties and stripped them out of his way.

Her knees were bent, her hands on his shoulders as he moved back to her, his mouth intent on the wet flesh she offered up to him. His tongue parted the folds of her skin, his thumbs allowing him more room as he explored her, tasting her. She shivered above him, her hands dancing across his skin as he slid his tongue inside her, the tip of it pressed against the constricting muscles as her body reacted to the simple penetration.

She tugged at his dark hair, urging him upward. Pacey lifted his head, smiling wolfishly at her before lowering his head again, pressing his tongue to her clit. She cried out and thrust up off the floor, arching higher as he slipped two fingers inside her, his thumb pressed firmly to the flesh below her clit.

Releasing his hair, she pounded her fists against the smooth wood floor, whimpering softly as he moved his body forward, his thumb replacing his tongue as his fingers moved faster. He used his free hand to brace himself as he straddled one leg, his mouth finding her breast as his cock pressed hard to her thigh, the incessant throbbing heightened by the feel of her smooth skin, even through the thin material of his slacks.

"Mmm…Pacey…" she panted roughly, her hands on his skin again, her short nails raking across the tanned flesh. "Fu…ck…oh." She closed her eyes, grinding up against his hand as she came. His fingers continued pushing inside her, bathed with the insistent rush of her orgasm. She shivered uncontrollably underneath him, her breathing ragged as her muscles slowly relaxed and she finally stilled.

Pacey's eyes were black as he stared down at her. He brought his fingers up to her lips, painting them with warm liquid before lowering his lips to hers. Audrey mewled with pleasure as his tongue pushed past her lips, invading her mouth with the taste of her. The material of his slacks was rough against her sensitized skin as he slipped between her legs, thrusting against her as they kissed. He brought his legs up, forcing hers over his, her body angled higher so that the sleek fabric flickered against the tender folds of flesh.

He groaned deep in his chest as her hands reached down, grabbing his ass and pulling him closer, grinding up against him. He wrenched free of her grip and stood on shaky legs, his hands at his waist as he unfastened his slacks. They slid to the floor in a rustle of fabric and he stepped out of them, kicking them away as she got to her knees, kneeling in front of him.

She brushed his hands away and hooked her fingers under the waistband of his boxer briefs, the slight scraping of her nails sending his blood racing. She leaned into him, her tongue running the length of his cloth covered cock before easing the material over his erection and pushing it toward the floor.

Her eyes held his as she repeated the gesture, this time raising higher and wrapping her mouth around the head of his cock, sucking firmly on the smooth flesh. He wrapped her hair around one of his hands and pulled her away, the sound of his breathing filling the cabin. "I'm going to fuck you," he growled low, taking her hand and helping her to her feet. "Slow and hard and deep." He kissed her, his tongue taking over her mouth until her knees practically buckled. "And then, after you come all around me, I'm going to do it again until you beg me to stop."

He lifted her into his arms and carried her down the short hallway to the cabin, shouldering the door open and setting her down in the middle of his bed. He didn't bother with the lights as he grabbed a condom from the top of the nightstand and ripped it open. Audrey sat up and grabbed his hand, taking it from him and sliding it on, running her fingertips along his cock.

Pacey inhaled deeply and pushed her back on the bed, his knees edging hers apart. Her eyes were wide as she stared up at him, sitting up just enough to capture his lower lip between her teeth, gnawing at it gently as he pressed the tip of his cock against her clit before sliding it down slowly, pushing into her in one smooth, easy stroke.

Shuddering, he braced his arms on either side of her, his eyes locked on hers as she released his lip from her teeth, sucking on the slightly swollen flesh as he pulled back slowly then thrust in again.

"Oh," she whimpered quietly, gasping for air. Pacey closed his eyes as her legs wrapped around his, holding him tightly to her. He strained against the confinement, pulling his hips back so he could push in further, deeper. Every stroke was harder, firmer, pushing her closer to the edge as he lowered his body onto hers completely, wrapping his arms around her.

His lips found her neck, sucking on her skin, his breath warm on her overheated flesh as he licked away the salty sweat of sex, refusing to stop thrusting into her. They were both gasping as his rhythm grew faster, more erratic, the smooth strokes broken by the full body spasm brought on by his orgasm as he froze then shuddered, coming deep inside her.

Audrey's body quivered beneath his, her heels digging into his legs as she arched up, thrusting hard against him as his hands slid down further, resting underneath her ass and lifting her into him. She barely managed to whisper his name before she came again, wrapping his cock in her orgasm.

They continued moving together, slowing gradually. Audrey looked up at him, giving him a half smile, her face shining with exhaustion and satisfaction. Her thumb moved across his cheek, capturing a bead of sweat. "And to think I almost blew this for a quickie in the front seat of a Porsche."

"It would have been one hell of a quickie." He kissed her softly then rubbed his nose against hers. "But you're right. This was worth the wait."

She sighed softly and wiggled underneath him, giggling as he eased out of her. She turned on her side, watching him as he disappeared into the bathroom. When he came out, he stood in the doorway, hands on either side of the frame. A half smile lifted his lips as he tilted his head.

"What?"

"You're ridiculously sexy." She was on her elbows now, staring at him. "How is it that I managed not to notice for so long?"

"You noticed." He came back to the bed and sat on the edge of it, easing her onto her back and tucking the covers around her. "You were just afraid of making a play for me in case Joey was still hung up on me."

"Oh, is that what it was?" She snuggled down under the comforter and smiled at him, her eyes partially closed. "Wow. I'm a nice friend."

"You are." He kissed her forehead, smoothing back her hair as her eyes finished closing. Kissing her once again, he sighed and pulled away. "Sweet dreams."

Audrey opened her eyes and sighed, looking at the empty bed next to her. She'd lain there for almost a half hour, waiting for him to climb in beside her. Shaking her head, she sat up and looked around the dimly lit room. Tossing the covers off, she grabbed a shirt off the floor and pulled it over her head before opening the door and walking out toward the living room.

Her clothes were folded neatly on the couch and she bit her bottom lip as she slipped his shirt off and put them on. She refused to let the tears that threatened fall, shaking her head as she stuck out her lower lip. "This isn't going to bother you, Audrey." She grabbed her jacket from where she'd dropped it by the door and pulled it on. "He's just a guy. Just a fuck and it's not going to bother you that he's probably beaten you back to your room so he can have serious make-up sex with your roommate."

"You always talk to yourself?"

She looked up, freezing as Pacey smiled at her from the front of the boat. "Hey."

"And if you do, is it always so insulting toward me?" He took a drink from the coffee mug in his hand, gesturing with the other one to the cushioned seat beside him. "I thought you were sleeping."

"I did." He cocked and eyebrow and she sighed, sitting next to him and pulling her knees up to her chest. "Okay, I didn't. I just laid there and waited for you to come back to bed so we could…" She blushed and shook her head. "What are you doing out here?"

"Freezing." He laughed softly and handed his coffee to her. She took a small sip, her eyes widening as she tasted the whiskey in it. "I was just thinking."

"Thinking what?" She handed the cup back to him then rubbed her palms on her thighs. "Thinking that we made a mistake?"

"Is that what you think?" He looked at her, his brow furrowed. "You think this was a mistake? Because I was thinking it was, by far, some of the best sex I've ever had. And, considering that I've had my share of sex, I think that's saying quite a bit." He captured one of her hands and held it. "You regret it?"

She shook her head, unsure of whether to smile or let the tears that stood in her eyes fall. "I was sure you were gone. And I was equally sure that I'd get to my dorm room and find myself sleeping on the stairs waiting for the ending of your reunion with Joey."

"I thought I told you that Joey and I are over. In the past? Surely you college kids are smart enough to get the meaning of that?" He watched the blush paint her cheeks. "I'm not in love with Joey anymore, Audrey."

"No?" She looked at him, smile trembling on her lips. "That's a relief."

"And even though I wish she hadn't gotten her heart broken, I've got no real desire to rush over there and be the guy she uses to get over her crush on the creep." He pushed her hair out of her eyes, bending his head so she couldn't help but meet his gaze. "Besides, I have to say I think I've got a pretty good thing going right here."

Her eyebrow shot up. "You only think I'm pretty good?" Getting to her feet, she took his free hand and pulled him up, leading him toward the stairs.

"Did I say that?"

She stuck her tongue out at his innocent tone. "You did. And you know what that means, don't you?"

"What's that?"

Audrey moved through the door and released his hand, taking off her jacket before starting to unfasten the buttons of her shirt. "We're going to have to do this all over again."

Pacey grinned and pulled his jacket and shirt over his head in one smooth movement. "And what will that prove?"

She turned around and slipped off her bra, watching his eyes go to her breasts. "That I, Mr. Witter, am more than pretty good." She moved into his arms and pressed her body against his, her lips parted as he bent his head to kiss her. "And you and I are…"

"What are we?" he breathed into her open mouth.

She licked his lips, her tongue slipping past them to touch his before she pulled back slightly. "We're…"

"Atomic?"

"No. We're…"

"Bombastic?"

"No!" She slapped his arm lightly. "We're…"

"Orgasmic?"

She looked at him through lowered lashes and grinned. "Orgasmic I can live with."

01/18/02