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(Dawson and Joey are walking down his pier. It looks like Dawson has just helped Joey out of the boat with her things and they are making their way back to his house.)

Joey: What are you so smiley about, Dawson?

Dawson: Look at us, Jo. What have we become?

Joey: Care to expound?

Dawson: Spring break! Time when most kids our age go visit some exotic, sun drenched locale, put on skimpy bathing suits and ingest mass quantities of liquor. What do we do? We go visit my aunt.

Joey: It's a ritual. It was our ritual. I'm glad we're going, I love aunt Gwen.

Dawson: And she loves you.

Joey: I can't believe she's selling her house.

Dawson: I know! It's like the end of an era.

Joey: Do you think we can rope Jack and Andie into one of our famous late night karaoke sessions?

Dawson: Okay, I thought we agreed to go on living the rest of our lives as if that never happened.

Joey: Dawson Leery, ashamed of his own youth. You love that karaoke machine and you know it.

(Dawson and Joey have made it to the Leery SUV, just as Pacey walks up with another guy.)

Pacey: Hey guys, look what I found.

Joey: This can't be who I think it is… Will Crudsky? Hey!

Dawson: Last time I saw you was the 3rd grade, kicking Pacey's butt around the playground.

Will: Yeah, well what was I suppose to do? He was calling me Will Cruddy.

Pacey: It's a good thing you moved to New Raleigh, pal because without you to worry about, I became king of the playground.

Joey: So what brings you to Capeside, Will?

Will: Thought I would surprise an old friend.

Pacey: And in the spirit of friendship, I took the liberty of telling Will here that maybe you guys would have room for two more on your little impromptu journey. (Joey shifts uncomfortably)

Dawson: I don't have a problem with that.

Will: I'm not intruding?

Dawson: No, not at all, please. Besides, the list of things to do in Capeside when you're 16 is woefully short.

Andie: (walking up carrying all her luggage) Hey guys!

Pacey: (to Will) Whoa. Beware of McPhee's baring too much luggage.

Andie: Hey!

Pacey: (to Andie) Where's Jackers?

Andie: He bailed in favor of spending quality time with Dad. (Dawson takes two bags out of her hand and Will takes the other) Oh, who's the kind hearted gentleman?

Will: I'm Will.

Andie: Nice to meet you, Will. I'm Andie.

Will: Let me help you here.

(Pacey and Joey step away from everyone.)

Pacey: Hey.

Joey: Hey. So, umm, I thought you were sitting this one out, Pacey.

Pacey: I was. Until Will showed up on my front doorstep, and… Ummm, I just thought I should show him a good time, and…

Joey: And?

Pacey: And… they could probably use a hand up there. (Pacey walks away leaving to Joey look uncertain.)

[Leery's Fresh Fish - Jen is sitting at a table working on something when Henry walks up in what seems to be a busboy uniform.)

Jen: Okay, you have got to stop trying to impress me, Henry.

Henry: It was the coach's idea. He said if I was going to be hanging around here so much, I might as well help out. What?

Jen: I was just wondering how many guys would spend their spring break in a fish eatery just to be in close proximity of their girlfriend. You're insane.

Henry: Well, you know what they say… There's a fine line between sane and moron.

(Henry walks off and a waitress, Shelly, walks up to Jen.)

Shelly: Who's the new B-boy?

Jen: Oh, that's Henry. He's a funny little creature.

Shelly: Make that a yummy little creature.

Jen: Hmmm?

Shelly: He is so my type. Tall, lanky, a branch right off the DiCaprio family tree.

Jen: Yeah, you think?

Shelly: I definitely think. He's got that cute little ragamuffin with a dream look. Makes you want to take him home and give him a bath. And then maybe hop in the tub with him and…

Jen: (getting upset) Okay, Shelly, I think that table 19 needs their check.

Shelly: Oh, they just got their check.

Jen: Then I'm sure that somewhere out there somebody is dying to see a dessert menu, huh?

(Pacey, Andie, Will, Dawson and Joey sit around a table eating.)

Andie: Okay, Will… quick get to know you quiz. Favorite movie?

Will: Well, umm, when I was about 5 years old, my dad took me to a revival of "Planet of the Apes", which, if you knew my dad is a really big thing. I'd have to say that makes it my favorite. But I'm really more of a book guy.

Andie: Favorite movie doesn't star Adam Sandler or Steven Siegal and he likes to read. You sure he's your friend, Pacey? Okay, favorite book?

Will: That's easy, Catcher in the Rye. Salenger is a god.

Andie: What do you want to be when you grow up?

Will: I don't know. Just happy, I guess.

Dawson: You're gonna get along great with my Aunt Gwen. She's another Salenger freak.

Andie: So what's your Aunt Gwen like?

Joey: She's an artist.

Dawson: Painter.

Joey: She's incredibly talented. She paints and she reads great books and she does yoga and she lives life on her own terms.

Andie: Is she married?

Dawson: She was once. To this uptight lawyer. She had this picture perfect suburban life and then she met Richard, who was this crazy, bearded painter - about 20 years older than her. She left her husband for him and never looked back.

Pacey: Are we gonna get to meet this wife stealing Picasso?

Dawson: Unfortunately their happily ever after only lasted a couple years. Richard died about a year ago of a heart attack.

Andie: Oh, sad.

Will: I don't know. I mean, isn't it better to have a short time with somebody that you really love, than a lifetime with somebody who's basically a roommate? It's just a thought.

[Leery's Fresh Fish - Mitch and Gail are sitting at a booth working on some paperwork. A woman approaches them.]

Megan: Hey you two. (missed this sentence)

Gail: Megan! Oh my God, what are you doing in Capeside?

Mitch: Yeah, what are you… Where's Tom, is he outside?

Megan: We should talk. (the three are not sitting at a table outside the restaurant)

Gail: I am so sorry, honey. He was a wonderful guy.

Megan: He was, wasn't he? You know, I mean, sure we had our problems but looking back now it all seems to stupid and petty. He was one of the good ones. I guess that makes me one of the lucky ones. Okay, let me segway out of the grieving widow routine. How the hell are you guys?

Mitch: Well, actually…

Gail: (putting her hand on Mitch's arm to stop him) We're great. We're doing just great. Dawson is 16 now and a big bundle of precocious angst. But he's a terrific kid.

Megan: And I see you followed through and made the restaurant a reality. Inspiring, really. Some of your dreams never come true. Oh, I almost forgot. I was rummaging through some of Tom's stuff. (reaching into her purse and pulling out a piece of paper) You should have this. It's the toast from your wedding. I can still see Tom staying up til 4 in the morning the night before. Just trying to get it perfect.

[Aunt Gwen's - Dawson, Pacey, Andie, Joey and Will pull up to the house in the Leery SUV. "Wild Thing" is blaring from the house. As they walk in, Dawson tries to get Aunt Gwen's attention. She is painting.]

Dawson: Aunt Gwen? Hello? Hello?!

Gwen: Oh, Dawson! (turns down stereo) Oh! You made it! Hi! (to Joey) Joey! How gorgeous did you turn out! Wow! (to Pacey) And this must be Pacey.

Pacey: I see my reputation proceeds me.

Gwen: Actually, we've met before.

Pacey: We have?

Gwen: Yeah, I wouldn't expect you to remember it. It was years ago at my sister's 4th of July picnic, and you were chasing (point to Joey) this one around and teasing her mercilessly. And when I went to intervene, you said to me 'Hey lady, step on my buzz why doncha?'

Andie: That sounds about right.

Gwen: Which would make you Andie.

Andie: Yeah, nice to meet you Aunt Gwen. Hi!

Gwen: Hi! (to Will) And this has got to be, Jack, right?

Pacey: Oh, no, Jackers couldn't make it this weekend, so Aunt Gwen, please allow me to introduce my friend Will Crudsky.

Will: How ya doing?

Gwen: (to Will) Hi. Friend of Pacey's… not a good sign.

(Later that night. Joey exits the bathroom in her robe, ready for bed. Pacey is waiting outside the door for her. He is wearing a tanktop undershirt, also ready for bed.)

Pacey: Hey.

Joey: Tell me Pacey, is our conversation this week gonna consist solely of monosyllable grunts?

Pacey: Jo, this is neither the time nor the place to be discussing events of weeks past.

Joey: Look, who wants to discuss? I thought we agreed it was no big deal?

Pacey: It isn't.

Joey: Fine. So there should be no weirdness between us.

Pacey: Right. You're right. I think we may have a small problem. (they go into the bedroom that they are all sharing. Dawson, Andie and Will are already in their sleeping bags on the floor, leaving no space but the bare full size bed.)

Joey: You've got to be kidding me. Pacey, do something about this.

Pacey: (to Dawson) Uhh, Dawson. Hey, Dawson.

Dawson: What?

Pacey: Look, what say you hop up and give Joey here your sleeping bag.

Dawson: And hop in the sack with you?

Pacey: Essentially, yeah.

Dawson: Good night, Pacey. (he goes back to sleep)

Pacey: Andie? (Andie snores away) Andie!

Will: (woken up by all their noise) I'm not sleeping with you, Pacey. And Joey, I don't think we know each other well enough. No offense.

Joey: None taken.

Pacey: Okay, we're just gonna have to make the best of this, alright. (he climbs into bed)

Joey: Fine, but if I so much as feel anything…

Pacey: Jo, get in bed. And while you're at it, get over yourself. (they get in bed and face away from each other.)

Joey: Pacey! Get your butt away from me.

Pacey: My butt wants nothing to do with your butt. Okay? And give me some of these covers. Jo! Jo!! (they fight over the covers for a bit. Joey turns the light off and they both lay there with their eyes open.)

(The next day, Pacey and Joey are still in bed. Pacey is laying on his back, but Joey still remains with her back towards him. Pacey opens his eyes and lifts his head off the pillow. He looks at Joey. Joey also opens her eyes, but they can not see each other. Pacey begins to sit up slightly to look over Joey's shoulder at her. Just as he's about to move his face closer - in what looks like a chance to smell her - Gwen calls out from the other room.)

Gwen: Sleepyheads! Breakfast!

(Both Pacey and Joey fake all the morning yawns and stretches as if they weren't awake already. They avoid each other's glances as they walk down the stairs to breakfast. Dawson, Andie and Will are already sitting at the table as Gwen brings some platters out.)

Gwen: So glad you could join us you two. I have a spectacular dinner planned for this evening. But first I must shop. I am going to steal Dawson and Joey to help me. The rest of you I encourage to explore the somewhat limited charms of my humble little Podunk town. We don't have much in the way of entertainment. There's no multiplex, no monster truck show. But, we do have this kick ass little pool hall.

Will: Oh, I love to play pool.

Pacey: I always down for some billiard action.

Andie: What is it with guys and pool? It's a phallic thing, right?

Will: I'll teach you.

Andie: Okay, you're gonna teach me how to hit a ball with a stick.

Will: There's an art to it, you know.

Andie: Oh, okay, I get it. So you're like Tom Cruise, Color of Money. Right… Mmmhmm…

[Leery's Fresh Fish - Mitch is working on something in the kitchen. Gail walks up.]

Gail: You don't have to do that, you know.

Mitch: I'm just trying to help out.

Gail: You okay, do you need to talk?

Mitch: About?

Gail: What do you think?

Mitch: A friend of mine's died, Gail. It really sucks, but it happened. And it's really sad, but I don't know what there is to talk about.

Gail: It must make you feel a certain way. I know it does me.

Mitch: I wish I called him more. I wish he called me more. I wish a lot of things.

Gail: You should read this.

Mitch: Why?

Gail: Because it's beautiful, his words. I didn't remember. It was nice to go back and see us through his eyes for a moment.

Mitch: I'd rather not.

Gail: What is wrong with you?

Mitch: Nothing. I just don't feel like a trip down memory lane right now, that's all.

(Shelly is standing outside the restaurant talking to Henry. Jen notices them, and she also notices Henry laughing. She walks out to join them.)

Jen: Hi.

Shelly: Hey, Jen. How adorable is this boy? Can you tell me?

Jen: Yeah, he's dreamy. Listen, Shelly, I need you to cover sections 5 and 6 today.

Shelly: 5 AND 6?! Wait a minute, that's crazy talk.

Jen: Sorry, we're a little short staffed. I need you to be a team player, here.

Shelly: Bye, Henry.

Henry: Bye. (Shelly leaves) You know we were just talking, right?

Jen: Of course you were.

Henry: You just seem a little jealous.

Jen: Oh! Jealous! Please, Henry, I am so not in touch with that emotion. I wouldn't even know what that would feel like. Jealous. That's ridiculous.

Henry: What, it's ridiculous to think that someone else might find me to be a decent worthwhile human being?

Jen: That's not what I meant.

Henry: Whatever.

[Pool Hall - Andie, Pacey and Will are just starting up a game of pool. Will breaks, and does a terrible job.]

Andie: Okay, Tom Cruise, Color of Money. Right. You suck!

Pacey: Easy, McPhee, them's fightin' words!

Andie: I thought he was suppose to be this amazing pool player.

Will: I never claimed to be anything. I just said I liked to play.

Andie: And you said, in a somewhat condescending fashion, that you were going to teach me. Ahh, looks like I should be the one giving the lessons. What do you say, Pacey?

Pacey: Maybe you should cut the guy some slack. There might just be some method to his madness. (Pacey skips the ball right off the table.)

Andie: Okay, all I have to say right now is, little old me is wiping up the floor with the two of you. (some guy brings them their ball back)

Pacey: (to guy) I'm sorry man. I just can't seem to keep those things on the table.

Guy: You guys interested in a game.

Andie: Uh, no, look, mister. These two, they're seriously deluded and totally lame. So, I'd like to set the record straight right here and now. It would be both sick and wrong to take their money.

Will: (smiling at Pacey, to guy) We'll play.

[Store - Dawson is searching through some prints.]

Gwen: What are you looking for?

Dawson: Something for my wall.

Gwen: If I recall correctly, is plastered in wall to wall movie posters. You know, somehow I don't think that this is going to go with that whole film geek ascetic that you got going on.

Dawson: Posters are gone, actually. I took them all down.

Gwen: Amistad wasn't that bad, honey.

Dawson: Moment crisis of fate, actually.

Gwen: What do you mean?

Dawson: Well, I just got tired of having this larger than life dream to compensate for my smaller than life life.

Gwen: Okay, so the movie posters are down, film has lost it's luster… and I am detecting a significant lack of smooching, hand holding, general all around cuddlyness between the two of you. So, come on, tell me everything!

Dawson: To make a long soap opera short, we got together…

Joey: …which was so completely overwhelming that it forced me to retreat into this long protracted period of soul searching…

Dawson: …which sent me into a dizzy and downward spiral into depression. Then I finally manage to get it back…

Joey: …it was exceptionally bad timing. And then he got back from summer vacation…

Dawson: …the possibility of having my heart ripped out of my chest once again, didn't sound as appealing as it once had. So, we decided that it would be best to just be friends.

Joey: And then he asked Pacey to look out for me…

Gwen: What does Pacey have to do with this?

Joey: (Catching herself) Oh, nothing. There you have it.

Gwen: Well then I have just one question… why aren't the two of you together now?

[Outside the pool hall. Pacey and Will count their money.]

Andie: You hustled them!

Will: And this is a big deal, why?

Andie: Because I find it morally wrong and offensive and disgusting. I mean, I didn't come here with you guys to be, you know, an accomplice to your little seedy scam.

Pacey: Andie, Will's a shark. He always has been. What are you gonna do? (he walks ahead, leaving Will to argue with Andie some more.)

Andie: I mean, you let me think that I was good.

Will: You are good.

Andie: I am?

Will: Sure.

Andie: Okay, you're hustling me right now, aren't you?

Will: Maybe. (he hands her some money)

Andie: What's this?

Will: It's your share of the take. (Andie takes it.)

[Gwen's house - Andie, Pacey, Will and Gwen are bathing a horse. They are all getting completely wet and sudsy. Dawson and Joey sit in the loft overhead talking.]

Dawson: Joey, do I seem different to you?

Joey: What do you mean?

Dawson: Well, I put all this energy into reinventing myself, and to be honest, I don't see where it's gotten me. I don't feel any different.

Joey: Actually, you are, different, Dawson. Once upon a time you had to be at the center of attention. Life revolved around you and your dream. And recently, I've watched you fade into the background and let others shine. You're different. What?

Dawson: This trip, this week… It's reminded me of what we're good at.

Joey: What's that?

Dawson: Make sense of each other's lives. Always have.

Joey: Things are changing, Dawson. People evolve and some things drop away.

Dawson: But things don't have to be any certain way, Joey. Growing up does not have to equal growing apart.

Joey: Somehow it does.

Dawson: You gotta find some faith. Faith that whatever set us off in different directions is the same thing that will…

Joey: Bring us back together. I take it back. You haven't changed a bit. You're still an eternal optomist, Dawson.

Dawson: Maybe. Just… I'm starting to forget why…

Joey: Why what?

Dawson: Why we're not together.

Pacey: (looking up at them from below) Hey, you guys wanna come down and give us a hand?

[Later that night, Joey and Gwen are inside the house. Joey is looking at a painting of a house.]

Joey: That one is my favorite, I think.

Gwen: When I was married, I was taking this art class and the first thing the teacher said was 'Close your eyes and paint your future, and the rest will take care of itself.' And it did.

Joey: You painted this before you moved here? (Gwen nods yes, after a pause) Do you have any regrets?

Gwen: About?

Joey: The way you and Richard came together.

Gwen: Joey, I got married too young, and I sold out in a big way. I stayed in a relationship that was safe and comfortable and then I met this man who made me feel alive for the very first time. Those kinds of feelings just won't be ignored. You know, I owed it to myself to explore them. Come here. (they walk to another painting of Joey and Dawson as kids) Now, this one… This one is my favorite. Definitely. (Gwen walks away leaving Joey to stare at the painting. A look of confusion and sadness crosses her face. Just then, Pacey walks in.)

Pacey: Hey.

Joey: Hey. (she looks at him for a moment and then walks away. Pacey looks at the painting.)

[Leery's Fresh Fish - Jen is finishing with a phone reservation as Henry walks up.]

Jen: Party of 7, we will have your table ready. Thank you, bye.

Henry: Shelly just offered me sex. I just thought I should let you know about it.

Jen: She what?

Henry: She basically said I could have sex with her anytime I wanted. Apparently she likes younger guys.

Jen: Henry, your hands are shaking.

Henry: A strange girl just offered me sex. This has never happened to me before.

Jen: Well what did you tell her.

Henry: What do you think I said? I said I had a girlfriend.

Jen: Do you find her attractive?

Henry: Well, I…

Jen: Do you or don't you?

Henry: No!

Jen: You know what, Henry? Go have sex with her. Go off and make a million babies, cause I don't care anymore.

Henry: But…

Jen: And don't you dare tell me that I'm jealous. (she walks off)

[Gwen's Porch - Will is sitting outside as Andie approaches. She takes a seat next to him.]

Andie: Well, might I have found the hustler in a contemplative moment?

Will: Yeah. Contemplating my next big score.

Andie: You're a mass of contradictions, Will Crudsky.

Will: How's that?

Andie: Oh, come on. The well read pool shark. The blue collar academics.

Will: You read the color of my collar pretty quickly. Is it that obvious?

Andie: Well, not as obvious as the fact that you're pretty darn smart.

Will: That's nice of you to say.

Andie: So, what makes you so unhappy?

Will: What do you mean?

Andie: You said that all you wanted to do when you grow up is be happy, so what makes you so unhappy now?

Will: Too many things to mention, I guess.

Andie: So, how about trying one?

Will: My father.

Andie: What's he like?

Will: He's a jerk. He works at the factory, so he's this total townie. He treats my mother like crap. I can't wait to get the hell away from him. I came to hang out with Pacey because I just couldn't take it anymore. I had to get out of the house.

Andie: I'm sorry, Will.

[Leery's Fresh Fish - Gail and Mitch are taste testing some food in the kitchen.]

Gail: Mmm, too mushy.

Mitch: Too crunchy.

Gail: You actually have an opinion. The last conversation we had you didn't want to be involved.

Mitch: Just because I'm not talking, doesn't mean I'm not thinking.

Gail: And just because we're not married, doesn't mean we can't talk.

Mitch: Maybe that's what it does mean.

Gail: I can't believe you're saying this, Mitch.

Mitch: Why not? Why would I want to rely on you? Trust you?

Gail: Because if nothing else, I am your friend.

Mitch: If we were such good friends, we'd better married right now.

[Gwen's - the entire gang is singing karaoke to "Louie Louie" except Dawson. Then it cuts to Andie singing some other song VERY BADLY! Then Pacey is singing "Wild Thing"]

Gwen: And now I'd like to bring up, two of my very favorite people to perform their very own special number, Dawson and Joey!

Dawson: I'm not going to sing.

Gwen: Get up here! Come on, Joey.

(Joey and Dawson begin singing 'Daydream Believer'. Joey is kinda getting into it, smiling and laughing. Dawson looks embarrassed and generally sings to the floor. Through this number, Pacey watches them closely and looks on with a sad look on his face. He eventually gets up and walks outside. Joey notices this and the smile falls from her face.)

[Leery's Fresh Fish - Henry is clearing a table and Shelly is massively flirting with him. Jen spots them from across the room and goes over.]

Jen: Alright, Shelly, that's it! Get your boobs away from him!

Shelly: What is your problem?

Jen: This is my boyfriend that you are fawning all over and I don't appreciate it.

Shelly: Why didn't you tell me?

Jen: Because I have issues, okay?

Shelly: Clearly.

Jen: Listen, the point is is that he's not yours, he's mine. And I have looked all over the place for one like him and I am not giving him up without a fight. So should you choose to continue draping yourself all over him like the slutty wench that you are, you and me, we're gonna throw down. (noticing the entire restaurant is watching them. To Henry) Happy, now? I'm jealous.

[Gwen's House - Joey goes to look for Pacey and she finds him outside sitting on some picnic chairs.]

Joey: Are you okay?

Pacey: Not so much, no.

Joey: Well, what's wrong?

Pacey: Well, it's the history. I mean, how can a guy compete when the two of you have your own karaoke routine?

Joey: Pacey, you're not suppose to compete. We're suppose to have our own hist… I didn't mean that.

Pacey: Well, what did you mean??

Joey: I don't know anymore, Pacey.

Pacey: You know this little arrangement we got going between us?

Joey: Yes?

Pacey: Well, it sucks! It sucks up one side and down the other. It's uncomfortable, it's weird, and I hate every single second of it.

Joey: Weird?

Pacey: Yes!

Joey: Then why did you come here, Pacey?

Pacey: (he stands up) You know, for a bright girl, you can be really daft sometimes. Why do you think I came here? I came here to be with you! It's as simple as that. When you like somebody, proximity is a good thing, regardless of how they feel about you. Or don't as the case may be. (he walks past her to go back in the house.)

Joey: I felt it. (Pacey stops and looks at her.)

Pacey: What?

Joey: This morning. Your arm brushed up against me in bed and… I felt it.

Pacey: How did it feel?

Joey: It made me feel alive.

Pacey: Okay… Joey, I am going to kiss me now.

Joey: You can't.

Pacey: Jo, you can't say something like that and expect me not to kiss you. So that's exactly what I'm going to do. I'm going to kiss you, in about 10 seconds. And if you don't want me to kiss you, well then if you don't want me to, I guess you're just gonna have to stop me. (he moves closer to her.) 10. (he takes her face in his hands and kisses her. This time Joey returns this smoochies - meanwhile, Gina goes nuts in her bedroom. Suddenly they are interrupted by someone clearing their throat. As they pull away, their eyes open and they suddenly realize they've been caught.)

Joey: (unable to see past Pacey's face who has caught them; whispering) Oh my God.

(They try to compose themselves before turning around. Gwen stands on the porch looking at them.)

Pacey: I think maybe I should head inside and sing myself some more karaoke. Cause Lord knows that's what I want to be doing right now, is singing myself some karaoke.

Gwen: That's a splendid idea, Pacey. (Pacey goes inside and Gwen moves to talk to Joey) Well, at least now I understand why you and Dawson aren't together.

Joey: Okay, uhhh, I know you just saw that, and I can explain…

Gwen: What I just saw, is none of my business. But I think you should tell Dawson.

Joey: This is a mistake.

Gwen: Something tells me that when you kiss a boy, it's not a mistake. You should know I'm the last person on earth who's going to judge you. But you can not be reckless with someone else's feelings. What if that had been Dawson who had seen you, and not me? Do you think he'd ever be able to erase that from his mind?

[Inside the house - Pacey sits in the living room by himself. Andie walks in and joins him.]

Andie: You okay, Pacey? You seem a little storm cloudy.

Pacey: Just thinking that maybe now would be a good time to start up that debilitating drug habit I've always wanted. Just kidding.

Andie: You know, your friend Will, he's not at all what I expected. He's really sweet.

Pacey: He's a good guy. He and his family moved away a long time ago, but we've managed to keep in pretty good contact I guess. Once you bond over dysfunctional dad issues there's no turning back.

Andie: Yeah, he told me about his father. Pretty sad.

Pacey: He told you?

Andie: Yeah.

Pacey: Do you like him?

Andie: Maybe. Maybe not. Who knows, Pacey. But don't you think it's better to just be honest and open about things like this? I mean, who wants to carry around this burden of guilt over moving on, which by nature, has to happen. I want you to be happy, Pacey.

[Leery's Fresh Fish - Henry is peeks into a store room for Jen.]

Henry: Jen? (when he doesn't see her, he goes to close the door.)

Jen: I'm in here. (Henry opens another door and goes into a separate storage room) Just follow the trail to (loserville?).

Henry: (going to sit next to her on the floor) What are you doing in here?

Jen: Isn't it pretty obvious? I made an ass out of myself so I am hiding.

Henry: Why are you crying?

Jen: I don't know. Oh, God, I hate crying. It's such a girl thing to do.

Henry: Well, you're such a girl. Such a cute girl.

Jen: Oh, stop. You're not suppose to say sweet nothings. You're suppose to be mad.

Henry: I am. But it doesn't mean I'm not curious about what's going on in that busy head of yours.

Jen: You were right, Henry, I was jealous. And it really flipped me out.

Henry: Why? Jealousy is a pretty natural human emotion.

Jen: You don't understand. I spent years building this complex series of booby traps so that nobody would get too close. And then you came along. With that big beating heart of yours, you broke down all those walls down and it's just really scary and… what if I lose you?

Henry: You know, Jen… I was kinda glad that you were jealous. You have nothing to worry about, cause I'm not going anywhere. If I die tomorrow, so be it. At least I die knowing my biggest dream came true.

Jen: What's that?

Henry: Seeing you in lingerie. (they both laugh and share a kiss)

[Gail is sitting at a booth working on paperwork when Mitch walks up.]

Mitch: Would you mind coming with me for a second?

Gail: Okay.

Mitch: I was reading the toast, and I got this urge to see him again. (on the TV is the video of their marriage) You're right, it was beautiful. I had to let you go. I wanted you to stay, but you said no. You went to Philly and I had to let you go.

Gail: What does that have to do with anything?

Mitch: More than you realize. To remember what we were is painful for me.

Gail: Yesterday, I was looking at Megan, this woman who'd lost the love of her life. Suddenly, our problems seemed…

Mitch: Trivial?

Gail: Or even, past. (they take each other's hand and begin to dance.)

[Gwen's House - Dawson goes through various pictures of him and Joey singing karaoke over the years. Joey walks in.]

Dawson: Hey, look at these. What a dork I was.

Joey: (looking at the pictures) No you weren't. Ahh, maybe a little. Can we talk?

Dawson: Yeah, what's up?

Joey: Umm…

Gwen: (walking in) Sorry, I'm interrupting something…

Joey: Actually, no, it's okay. We'll talk later. (Joey leaves. Gwen goes over to Dawson with a painting.)

Gwen: I brought you something for your wall. Thought maybe it would help you find your way back.

Dawson: Way back to what?

Gwen: Well, back to those things that made you this little daydream believer. Look, Dawson, I know you can't see it right now, but you are a very talented young man with a rich and powerful imagination. Your dreams are an asset, not a weakness.

Dawson: But I can't find inspiration anymore. It's easy for you, the evidence of your talent is all around you.

Gwen: This is not my talent. Dawson, when my time is up, I wanna know that I did one thing well. Love somebody. The rest of this is just an expression of that one thing. What's your one thing? Okay, close your eyes… now, paint your future. What do you see?

[Joey walks out through Gwen's yard and up to Pacey who is sitting in front of a little fire. She takes a seat next to him.]

Pacey: You don't have to worry, I'm not going to kiss you again, Joey. What's going on here?

Joey: I don't know.

Pacey: Now don't you think I deserve a better answer than that after all this?

Joey: Pacey, believe me, I've been trying to get you out of my head. I've tried to pretend that this is some bizarre hormonal glitch but it's not working.

Pacey: Do you really want it to work?

Joey: I tried to tell him.

Pacey: Really?

Joey: Yes.

Pacey: What happened?

Joey: I couldn't really find the words, Pacey, which I know is odd considering the sheer volume of words spoken throughout the course of our relationship…

Pacey: But what would you have said to him?

Joey: I don't know.

Pacey: I don't believe you.

Joey: (standing up) Pacey, I don't have an answers right now, can't you understand…

Pacey: The only reason you don't have answers is because you've been too scared to ask yourself the right questions.

Joey: What are you talking about?

Pacey: Look, I know how I feel. YOU know how I feel. That much is obvious by now. But during this whole process, we've managed to miss the point. Because the point is not how I feel. It's how you feel. So how do you feel?

Joey: Awful. That's how I feel, Pacey. I feel awful.

Pacey: So do I. When I was kissing you tonight, I don't think that I've ever felt better and worse at one time in my entire life. I mean, the very idea that Dawson or Andie would find out about us is killing me. It's tearing me up on the inside to have these feelings for you, but I can't get rid of them. (standing up) I can't keep on kissing you, Jo.

Joey: What do you mean?

Pacey: I mean just that. *I* can't keep on kissing *YOU*. (Joey looks down sadly) I've done it twice now. I can't be the one who's always initiating it. I can't be the one who's always giving you the answers. Look at me, Jo.

Joey: I can't.

Pacey: Please? (she does; tears streak her face) If you felt even one shred of what I feel for you, then we wouldn't be standing here having this conversation. (Pacey walks past her to leave.)

Joey: (grabbing his hand as he passes) Pacey.

(Pacey stops and looks down at her hand holding his. He looks at her and she suddenly moves to him, goes up on her tippy toes and kisses him. She moves her hands behind his head and kisses him more passionately as he moves his hands around her waist. Fade to black.)