Joey sat next to Pacey on the bench and swung her legs. "You wanna talk about it?"

"About what?"

"Dawson told me."

"Told you what?" He scraped his knee, listening to the scratching sound in the quiet. "That Andie McPhee's got a crush on me?"

"I didn't need Dawson to tell me that." Joey smirked. "I've already warned her that she needs to have her head examined if she thinks you're anything close to desirable."

He smiled his acknowledgement. "I appreciate that."

"Yeah, well, she doesn't seem to be listening to reason, so I think you're safe." Joey stared at the empty warehouse in front of them. "So, you wanna talk about it?"

"No. Not really." He shrugged. "I'm surprisingly okay with it."

"Why did you do it, Pace?"

"Do what?"

Joey searched for the right words then shrugged. "Her."

"You want the sordid details, Potter? Something to fuel your nightly fantasies of me?"

"You're such a pig." She punched him hard in the arm. "The only fantasies I have about you involve your death."

"So why do you want to know?"

"I want to understand." She shrugged again. "Did you love her?" She watched his face closely as she spoke. "Do you love her?"

"It was all just bullshit and bravado. My mouth talking through my balls." He smiled, the wide grin slowly fading. "And then she kissed me."

Joey watched him, unsure of the look on his face. "And then what?"

He gave her a sidelong glance. "You sure you want to hear this, Jo?"

"Not the graphic details, no."

"There was a lot of stuff." He started to shrug then shook his head. "And then one day, I asked her, without exactly asking, if she loved me."

"And?"

"You think I'd be sitting here watching an empty warehouse if the answer had been no?"

Joey sighed. "What did you get out of this, Pace? That's what I don't get. You lied for her, you set yourself up as the laughingstock of Capeside, and now you're shrugging off a chance for a relationship with a perfectly nice girl your own age."

"I'm not shrugging Andie off."

"So why are you sitting here watching an empty warehouse?"

"Because it's not empty." He ran a hand through his hair. "I'm trying to work up the courage to go in there."

"Pace…"

"She's the first person in my life who loved me, Jo."

"That's not…"

"My family doesn't give a shit if I live or die, so long as I don't embarrass them. And I think we all know that that's what I'm prone to do."

"What about Dawson? And Jen? And me?"

"We're friends," he shrugged it off. "But honestly, Jo. You and Dawson are so wrapped up in each other, I'm surprised you managed to take the time out to find me and give me shit about this. And Jen…well, I think we all know she's got it all over for Dawson now that he's chosen the brunette over the blonde."

"We've got our own lives, that doesn't mean we don't care."

He nodded. "She loved me, Jo. When I wasn't all that sure that anybody could." He took a deep breath. "I went to see her yesterday at her house and it was like everything came rushing back. The guilt and the embarrassment and…and everything." She started to speak and he stopped her with a look. "Nothing happened."

"I wasn't going to say…"

"As much as I wanted something to."

"Why?" Her question was plaintive, devoid of understanding. "I mean, I get that she loved you, Pace. I get that she made you feel…that way. But you have to know that it's impossible. You have to know that there's nothing in this world that could possibly make it work out for you."

"I do."

"Then why?"

"Why do you care, Jo?" His words held no venom, no accusation. "I mean, really? You're in the midst of yet another Dawson Leery inspired trauma. Why do you give a shit about me?"

"Because you're my friend, Pacey. And I saw how much this hurt you the last time. I, maybe better than anyone, know how much it cost you to hold your head up and take all this on your shoulders." She reached out and took his hand, surprised at how clammy it was. As cool as he looked, she could tell he was nervous and scared. "You don't have to go in there."

He shook his head. "I do. I really do."

"Why? What will you get from it?"

"I'm still in love with her, Jo. I think." He sighed and released her hand, rubbing both his palms on his thighs. "And I have to find a way to let that go because, let's face it, this is the end. She can't stay in Capeside, and I'm sure as hell not going anywhere. So it's gotta end. But I can't just let it…fade." He looked at her for the first time since she'd sat beside him and tried to smile. "She's the first person I loved, Joey. And the first person who loved me. And now I have to let her go. For good. Forever."

"You want me to wait for you?"

He shook his head and stood up, bouncing on the balls of his feet. "Nah. Thanks. I'm good." He started toward the warehouse then turned back, smiling at Joey. "Thanks. I mean it."

She nodded as he disappeared through the door, into the darkness. Shifting uncomfortably, she waited for long minutes, trying not to think of what might be happening just a few hundred feet away. She got to her feet, forcing herself to walk away just as Pacey walked through the door.

She stopped and watched him, walking slowly, unsurely. She moved over to stand in front of him and tilted her head. "You okay?"

He shook his head. "Yeah."

"You gonna be okay?"

This time he nodded. "Yeah."

"That I believe." She slid her arm around his waist and gave him a quick hug before moving a respectable distance away. "So, Pacey Witter, you've just walked away from your first love. What are you going to do now?"

He grinned and fell into step beside her. "Honestly? I was thinking about finding Andie McPhee."