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(The opening scenes are various shots with no dialogue showing the resulting break up of friendships around Capeside. Dawson is in his room sitting at his desk looking at his painting of him and Joey. Joey is standing before her bare wall. Pacey is spraying down "True Love" with a hose. Jen walks out of her house to see Henry with a sign that says "Jen Lindley, will you forgive me?" She shakes her head and walks back inside, Grams closing the door behind her. Henry lowers his sign and looks down sadly. At Capeside High, Dawson is walking through the hall and he sees Pacey at his locker. He ignores him and walks past quickly. Pacey watches him go and walks the opposite direction. Joey is at lunch and she carries her tray to find a table. She sees Dawson sitting at a table by himself. He notices her and looks back at his lunch quickly. She looks around for another place to sit and sees Pacey also sitting alone. Pacey notices Joey but she turns away to find another spot. She finally spots Jack but when she moves towards him, she notices Andie sitting with him. They both stare at each other for a bit before Joey eventually takes a seat by herself. Later in the day, Joey sits on the ground in front of her wall as Dawson walks up.)

Joey: You know what, if you came here to discuss me and Pacey, you're wasting your breath because…

Dawson: Pacey is the last person I want to talk about, trust me. I came here to talk about us. Joey, I want you in my life.

Joey: And Pacey?

Dawson: That damage has been done. I came to salvage the one relationship that I need more than any other, and that's ours.

Joey: How?

Dawson: Jo, let's rebuild. Let's take a walk, let's have a picnic, watch a movie...

Joey: After everything that's happened, how could I possibly climb that ladder into your bedroom and watch a movie?

Dawson: I'm not asking you to disregard what's happened here, I'm asking let's move forward from here.

Joey: You know what? All I want to do right now Dawson, is paint my wall.

Dawson: Well, it's a free-standing invitation. Anytime you want. You know where I live. (he walks off leaving Joey to stare at her wall.)

[Capeside - the Capeside Regatta is going on and people have taken this opportunity to promote their business with street vendors and sales carts. The docks are crowded with people and boats are lining the water. At Leery's Fresh Fish, Gail is outside the restaurant as Mitch walks up. She is laying out a flag with the "Leery's Fresh Fish" logo on it.]

Mitch: Mrs. Leery, you are looking particularly lovely this tour season.

Gail: Is it just my imagination or did this year go by even faster than the last?

Mitch: Each year gets exponentially shorter.

Gail: Which is why should be making each day count, right?

Mitch: (noticing the flag on the table) Gail, I can't believe that…

Gail: Relax, we made this arrangement with Pacey weeks ago.

Mitch: Yeah, but in light of what's happened…

Gail: It's just a boat race. One that we could very much benefit from.

Mitch: I'm not sure Dawson will see it that way.

Dawson: (walking outside to join his parents) See what what way? What's the flag?

Gail: A month ago we offered to sponsor Pacey in the Regatta, honey.

Dawson: Oh.

Gail: We needed the publicity, he wanted a sponsor. We thought the two of you would be doing it together, but with what's happened, we don't expect you'd want to do that.

Dawson: I appreciate the concern.

Mitch: Dawson, you're more important than the restaurant. We'll pull out of the race.

Dawson: You don't have to do that. I mean, if it's important to mom and the restaurant it's fine.

Gail: Look, honey, I'm not trying to defend Pacey here, I would just hate to see you lose your best friend.

Dawson: I'm fine, alright? I'll even take the banner to him myself.

["True Love" - Pacey and Will are working on the boat, preparing it for the race when Dawson walks up. He hands Pacey the flag.]

Dawson: This is for you.

Pacey: Thanks. You know I could have come over and got this from your parents.

Dawson: It's no problem.

Pacey: Look, Dawson, if you want me to drop out of this race, you're gonna have to ask me yourself.

Dawson: Do whatever you want, Pace.

Pacey: I'm only doing this to help your mother.

Dawson: The way you helped Joey?

Pacey: Okay, you want to stay angry, stay angry, it doesn't really matter to me anymore. I'm just glad it's finally directed at the right person.

Dawson: Save it, Pacey. You know everyone else might buy this chivalrous, self deprecating crap. I don't. (Dawson walks away)

[The Pier - Bessie and Joey are unloading things out of the truck to set up their booth for the Regatta.]

Joey: I'm not doing it.

Bessie: You have to. It's good PR.

Joey: It's humiliating.

Bessie: If you don't cook and serve pancakes at the race registration table, how are people going to remember it's being sponsored by the Potter B&B?

Joey: I'll tell them.

Bessie: Look, if you'd rather go home and scrub toilets or make beds or… (noticing the "Leery's Fresh Fish" flag Pacey is raising on "True Love") That's the last thing I expected to see on Pacey's boat. (Joey looks and sees the flag, too.) It's a good sign, are they talking again?

Joey: Hopefully.

Bessie: And you? Have you come to your senses yet?

Joey: Well, Dawson came by the other day and wanted to know if I wanted to spend time with him.

Bessie: To which you said?

Joey: I don't know. I just… it doesn't feel right, you know? Dawson and I becoming friends again while he and Pacey…

Bessie: Let Dawson and Pacey take care of Dawson and Pacey. They're big boys, they'll work it out. Besides, you saw the banner. Maybe they already have.

[Gram's House - Grams, Jen, Jack and Andie sit around the kitchen table working on flower wreathes for the Regatta. Jen plucks away at a flower mouthing "he loves me, he loves me not". Andie seems very much into it, but Jack is having a hard time arranging the flowers.]

Grams: Oh, isn't this thrilling, the start of a new tradition? Fashioning the Regatta's winner wreathes is always been my sole responsibility for the woman's league ever since 1953. Sharing it with you young people is very exciting.

Jack: You know, its moments like these I'm convinced I'm straight.

Grams: (trying to push a flower behind Jack's ear; him laughing and pushing her off) Now, how often do you get a chance to create such a jubilant (missed word).

Andie: (noticing Henry outside with his sign) Ohhh! Looks like we're not the only ones creating a public display…

Jen: What? Oh my God. Could this possibly be more embarrassing? How long can he last?

Jack: How long has he been doing this anyway?

Jen: For like a week! He stood outside out window for over an hour yesterday.

Grams: In the rain.

Jack: Exactly what unspeakable crime is he asking forgiveness for?

Jen: I defended Henry to Grams, saying that he wasn't a typical teenage boy with a one-track mind.

Andie: And?

Jen: Typical teenage boy. One-track mind.

Grams: I don't know what you expect. All healthy, normal boys want the same thing.

Jen: Okay, what are you getting at?

Grams: My point is, 'To err is human, to forgive, divine.' Hasn't he paid enough penance? (Jen contemplates this)

[The Pier - Dawson follows Jack and Andie who are carrying the Regatta wreathes they made that day.]

Jack: How do you remember our dad has a boat? I don't even remember our dad has a boat.

Dawson: The question is, is he using it this weekend?

Andie: Well, considering the fact that he takes it out once or twice a year, memorial day and labor day - I would guess the answer's no.

Dawson: So, do you think I can borrow it?

Jack: No, I don't think that's a very good idea.

Dawson: Why not?

Jack: Cause pieces of the last boat you borrowed are still floating around the creek, that's why.

Dawson: Look, I really need a sail boat, okay? I've entered the Regatta.

Jack: Isn't Pacey racing?

Dawson: Yeah.

Jack: So don't you think, uhh, pistols at dawn would be more suitable, not to mention romantic way to settle this thing?

Andie: Look, what is the problem with Dawson seizing the day, okay? I mean, Pacey most certainly did.

Dawson: It's not about Pacey, it's about Joey. Alright, look. I spent the last two months laying on my bed staring at empty walls. It's no wonder Joey got away from me. This is my chance to actually show her how much I care. You gotta help me.

Jack: It's not right.

Andie: No, Jack. You know, I'll tell you what's not right. Watching the person you love throw everything away so they can be with someone else. Listening to them lie to your face day after day. That's not right. So if you're not going to help Dawson, I will.

Jack: Alright.

[Capeside Regatta - Dawson walks over to the registration table where Joey is handing out pancakes.]

Joey: Hey!

Dawson: Hey.

Joey: (handing him a plate) Would you like to sample a homemade Potter B&B hotcake?

Dawson: Yes ma'am, I believe I would. Thank you.

Joey: Thank you, Dawson.

Dawson: You heard already.

Joey: Well, I had to admit, I had my doubts about whether or not things would get better, but when I saw your restaurant's banner on Pacey's boat, I- I just felt this huge sense of relief.

Dawson: That's what you're thanking me for?

Joey: Yeah.

Dawson: I thought that somebody had told you already.

Joey: Told me what?

Dawson: I'm entering the boat race.

Joey: This boat race?

Dawson: Mmm-hmm.

Joey: Well who's your sponsor?

Dawson: You are.

Joey: What?

Dawson: I'm being sponsored by the Potter B&B.

Joey: Dawson, we can't afford the entry fee.

Dawson: (showing her an envelope from his pocket) It's been taken care of. Your sister's pretty psyched about the idea.

Joey: She was!

Dawson: Joey, a victory, however slim my chance might be, would guarantee the Potter B&B covered the tourist brochure. You guys would be booked the whole season.

Joey: Look Dawson, I really don't think this is a good idea.

Dawson: It's not what you think, alright? All I want to do is help. If I needed help, you'd be there for me, right?

Joey: Dawson…

Dawson: Course you would. So, sign me up, and wish me luck.

(Later, Bessie walks over to Joey at the registration table.)

Bessie: Okay, before you get mad at me…

Joey: You know what, you're about 300 hotcakes and one sponsored sail too late for that, Bessie.

Bessie: He begged to enter the race on our behalf. Are we really in a position to turn down free advertising?

Joey: It's not free! okay? Dawson may have put down the cash, but you're obligating me…

Bessie: To what? Appreciate his friendship?

Joey: This isn't about friendship. Dawson wants to beat Pacey.

Bessie: Well, if two boys want to compete on our behalf, I say let 'em race.

Joey: This was supposed to stop. I mean, we broke it off and it was all just supposed to stop.

Bessie: What did you expect, Jo? That you would end things with Pacey and all of a sudden things are just gonna go back to the way they were? That's the hardest part about being an adult, sis... your actions have consequences, forcing life to constantly move forward. Why do you think they call it "growing up"?

Joey: Well since you're such an expert grown up, do you have any advice?

Bessie: Accept the consequences, and do something to make things better.

[McPhee Residence - Andie's room. Andie sits in front of her iMac when Will knocks at the door.]

Andie: Come in.

Will: (walking in) I, uh, hope you don't mind. Jack let me in.

Andie: No. So is Dawson still downstairs with him going over "Sailing for Dummies"?

Will: Actually, they're, uh, heading out to get some hands-on experience.

Andie: Hmm. Looks like you and Pacey will have some competition after all.

Will: Yeah, but that's not why I came here. I got some really good news. That scholarship to Raleigh... it came through.

Andie: (hugging him) Will, that's fantastic.

Will: It's amazing, isn't it? I finally caught a break.

Andie: And now you don't have to worry about your dad any more, and that's great.

Will: Yeah, but... Pacey. I'm kinda worried about him.

Andie: Yeah, well, Pacey and Joey brought this situation on themselves, alright?

Will: Why, because they developed feelings for each other and had the guts to do something about it?

Andie: Is that the way you see this, Will? We were all friends.

Will: They didn't set out to hurt you.

Andie: Yeah, well once upon a time I didn't set out to hurt Pacey either, but he offered me no forgiveness, and our relationship came to a earth-shattering halt. Now things are never gonna be the way they were.

Will: If you can't let go of all this anger, Andie, they probably never will. And instead of you being this warm-hearted and cheerful person that I met on spring break, you'll just end up being the kind of person that… that I feel sorry for. And I know you're better than that.

[Carpe Diem - Dawson and Jack are on the boat, basically checking things out and looking lost. Dawson pulls the boat towards the dock causing the sail to shift and smack Jack right in the head. Poor Jackers - it looks like it really hurt.]

Jack: Dawson! God.

Dawson: You okay? You alright?

Jack: Um...

Dawson: Okay, so it doesn't happen again, tie the rope to the thing.

Jack: What the hell is the "thing"?

Dawson: The metal thing.

Jack: Yeah, that helps, Popeye. (HAHA!)

Mitch: (walking up) It's called the aft winch. And if you don't tighten that gyp sheet, and secure your tiller... it's not gonna be pretty.

Dawson: Ok, I got the tiller, you get the gyp sheet, alright?

Jack: Where the hell's the gyp sheet?

Mitch: You're standing on it.

Jack: Okay, you know what? Maybe I should go back to helping Grams, I might live a little longer.

Mitch: What are you doing?

Dawson: Well, I'm trying to get out on the water before the fireworks start.

Mitch: Looks like you guys could use a little help.

Dawson: Well, Dad, everyone who knows what they're doing is in the race already.

Mitch: Not everyone.

Dawson: Or sponsoring a boat.

Mitch: No, the restaurant is sponsoring Pacey. I, on the other hand, am still available.

Dawson: Look dad, the last thing I want to do is divide the Leery household even more.

Mitch: Any worthwhile relationship has to endure some conflict, don't you think, Dawson?

Dawson: If you're saying you'd like to lend a hand, we'd be more than happy to accept.

Mitch: Sure.

(Dawson raises the Potter B&B flag on Carpe Diem. Joey sees this and as she turns to walk away, she sees Pacey glaring at it. When he notices her watching, he gives her a look and begins to walk away.)

Joey: Look Pacey, this wasn't my idea. I didn't ask him to do it, but I mean, you know Dawson, once he gets something in his mind... I'm sorry.

Pacey: If it wasn't your idea, why are you apologizing?

Joey: Because you're obviously upset.

Pacey: I'm "upset" because we haven't spoken in two weeks, and now finally do, the first words out of your mouth, as per usual, are about Dawson.

Joey: Well this conversation is just about to get harder, Pacey.

Pacey: You want me to drop out too? (Joey looks down, ashamed to even ask) Wow, Dawson Leery couldn't have scripted this one any better, could he?

Joey: What do you mean?

Pacey: Don't you get it? No matter what I do, he wins. If I drop out, he wins. If I stay in the race, I'm forced into direct competition with the guy. And if I actually win, I don't actually beat him, I beat you. So guess who really wins there?

Joey: Well… maybe you could talk to him, try to work it out…

Pacey: Yeah, we tried that. He doesn't really want to talk to me right now, and when he does, it's not entirely civil.

Joey: Could you try again, Pacey, please?

Pacey: Yeah... if that's what you want. If that's all that you want.

Joey: (pauses) That is all that I want.

Pacey: Okay. Okay, that's what I'll do.

Joey: Thank you, Pacey.

Pacey: Yeah. (Joey turns to leave.) Hey Potter? (she stops and looks at him) Nice talkin' to ya.

[Leery's Fresh Fish - Jen has just seated a couple of customers.]

Jen: And somebody will be with you shortly to take your drink orders. Enjoy your evening.

Gail: (pulling Jen away) Okay, a few hours ago Henry was cute and endearing, now he's getting into annoying and psychotic.

Jen: (seeing Henry with his sign) Oh my God, I am so sorry, I didn't think he would last this long.

Gail: Honey, this is getting ridiculous. This is our busiest weekend. Not only is he distracting the customers, but he's blocking the view. Go talk to him, throw a net over him, I don't care, just drag him away, get him away from my restaurant. (she walks off. Jen walks over to Henry, grabs him and pulls him out of the restaurant. They are then show climbing out onto the roof of the restaurant.)

Jen: Alright, look, I've already accepted your apology, I don't understand why you're making me come up to the roof.

Henry: I wanna show you something.

Jen: Will you promise to drop that whole sign thing, right?

Henry: I promise.

Jen: Yeah, well I hope so, because you're rapidly approaching the point where I… (noticing rose petals leading a trail to a picnic with candles.) Henry. You did all this?

Henry: Well, the town organized the festivities, I just did the roof part.

Jen: Why?

Henry: For you. I want you to know how really sorry I am.

Jen: I know, you just…

Henry: I told you. But I wanna show you too. I can do more than just talk.

Jen: I know that you can. And you can listen too, which is… which is why I got so upset.

Henry: 'Cause I stopped hearing you.

Jen: Yeah.

Henry: I promise that will never happen again. I'm… I'm glad we didn't rush into having sex.

Jen: Really?

Henry: Well, I'd be lying if I didn't tell you I think about it pretty much every time I breathe in or out. I can tell you I'm going to stop wanting you so badly, that I get a little crazy sometimes, but... I don't want to be like every other guy in your life, Jen. I want everything we do to be new, something you've never done before.

Jen: I have definitely never had a picnic on a roof before.

Henry: From now on, I'm going to do everything in my power to be the most original person in your life.

Jen: Henry Parker, you already are.

[The docks - Dawson is out walking at night when Pacey emerges from a rail he was sitting on.]

Pacey: What are you trying to prove?

Dawson: (seeing Pacey and stopping) I was trying to help Joey.

Pacey: Look man, why don't you just take a swing at me? I mean, honestly, just take a poke. Get it over with, save both of us a lot of time and trouble, wouldn't involve our friends.

Dawson: Or our family.

Pacey: Do you think indulging yourself in some James Dean meets Grease Lightening fantasy that you're actually gonna prove you're a better man than I am?

Dawson: I don't have to prove that. You made that clear when you moved in on Joey.

Pacey: For the very last time, Dawson, I made a mistake.

Dawson: Mmm-hmm.

Pacey: I thought you of all people would understand someone falling for Joey Potter.

Dawson: Are you delusional enough to believe that you actually have something real with Joey?

Pacey: Well if I do, it's because of her own free will.

Dawson: Do you really think a couple confused weeks means anything compared to the lifetime that we've had?

Pacey: And do you actually think that you could possibly hold on to that beautiful woman with some sort of selfish ultimatum?

Dawson: Answer my question, Pacey. Do you really think that you can compete with history?

Pacey: Some history. Fifteen years of watching PG movies in your bedroom followed by another year-and-a-half of pretending to be grown-up only to drop each other at the first sign of crisis. That's your history?? Come on, man. And you call this woman your soul mate?

Dawson: Yes! I do! And you knew that, but you went out after her anyway.

Pacey: Right after you rejected her.

Dawson: Oh, so she was vulnerable. Perfect for you right? 'Cause you're only interested in girls you can save or screw, right Pace? (Pacey just glares at Dawson and walks away.)

[Jen's House - Grams is sitting at the table having coffee when Jen walks in.]

Jen: You're up early.

Grams: I see I'm not the only one dressed in what they were wearing last night.

Jen: I know, I'm sorry. I should have called, but I figured you'd be in bed asleep.

Grams: You figured wrong. I was moments away from calling Sheriff Witter.

Jen: Grams, I was fine. I was with Henry.

Grams: You spent the night with Henry?

Jen: Yeah, on the… on the roof of the restaurant. God, it was so beautiful... the boats were all lit up on the water, and the whole town was below applauding for the fireworks, but it felt like it was just all for us. And he had a blanket and a picnic and… well, not much of a picnic actually, it was… it was two "Lunchables", but it's the thought that counts. (Grams looks upset) Grams, I'm sorry, we just lost track of time.

Grams: Oh! Is that the fashionable euphemism bandied about on "MTV" these days... "losing track of time"?

Jen: I thought that you'd be happy. I mean, it was your advice that compelled me to move forward with Henry.

Grams: It was not my advice to sleep with the boy!

Jen: You don't know what you're talking about.

Grams: To see you slip back into your old lifestyle like… like you never left it... I expected more of you, Jennifer.

Jen: You know what? I expected more of you too. Believe it or not, I have changed, and it hasn't been easy, especially considering that the one person I count on the most can't even see it. (she goes to her room.)

[Leery's Fresh Fish - Gail sits at a table as Mitch walks up.]

Gail: I can't believe you're helping him race.

Mitch: Well, it's a boat race, right? Not Ben Hur. Besides, one way or another, this is a fight that's gonna happen. And I for one am proud of Dawson for sticking up for himself.

Gail: Well, I'm not against fighting for what you want, but shouldn't we be teaching Dawson that you fight with your mind? With words?

Mitch: Well yeah, but… well sometimes two people have been through so much and had so many... "conversations", that the only way to really make it clear, is action. Obviously Dawson has more guts than either one of us.

Gail: What are you talking about?

Mitch: Just what I... thought might have been going on around here lately. Between you and me. Okay, uh, well, I'd stick around and talk about his more, but, uh, that doesn't really seem to be very effective now, does it? (he walks out.)

[Capeside Regatta - the boats line the water preparing to begin.]

Announcer: Welcome to Capeside's Regatta. It's ten seconds before the start. The boats are maneuvering into position. (a cannon fires the beginning of the race) And they're off!

(The scene is various shots of the boats racing. Will and Pacey race "True Love" while Mitch, Jack, and Dawson race "Carpe Diem". They all move about the boats pulling lines and shifting the sails.)

Announcer: And as the leaders reach the pivotal mark the leader is... looks like True Love's out front but Carpe Diem in a bold move here, they are gaining ground.

Mitch: Alright now Dawson, we gotta pick it up here, we gotta give it more room. okay, two legs at the mark.

(Dawson ignores Mitch and closes in on "True Love's" line.)

Pacey: What the hell are these guys doing?

Will: I don't know, I don't know.

Pacey: (yelling to Dawson) Hey! Hey, give us room!

Announcer: True Love and Carpe Diem are neck and neck. They're fighting for the finish here. Carpe Diem is not giving any ground. In fact, Carpe Diem is not acknowledging True Love's request for steering at the mark. If one of these boats doesn't veer off course here in a minute, we're gonna have a major collision.

(Joey and Gail watch from the stands.)

Joey: They're both heading for the same spot, are they crazy?

Pacey: (yelling to Dawson) Hey, we got the right of way!!

Mitch: (to Dawson) You're gonna have to back off.

Dawson: I'm not getting out of his way.

Mitch: Two legs.

Dawson: I'm not getting out of his way!

Jack: Let them through, come on!

(Dawson steers "Carpe Diem" closer and closer towards "True Love", trying to take their line. Pacey is getting really nervous about a collision.)

Pacey: Get off our line!!

Will: Move over!

Mitch: If you don't we're gonna run into the dock.

Jack: Dawson, come on!

Pacey: Give us room!!

(As "True Love" moves over to avoid collision, it gets closer and closer to the docks where the audience sits. At the last moment, Pacey swings "True Love" back and away.)

Announcer: Oh my God. True Love with the right of way, changes course to avoid a collision. Carpe Diem does cross the line first.

Announcer # 2: Oh boy, there is gonna be a protest.

(Dawson flings his arms up in victory.)

Announcer: (to one of the judges) I'm sure that is a disqualification. (to audience) "Mischief" is approaching to be the second, and unfortunately, True Love, they'll finish a distant fifth.

(Dawson rushes onto the pier to find Joey. Joey comes around the corner to find Dawson. Pacey jumps off his boat and rips his gear off to find Dawson.)

Dawson: (to Joey) We won!

Joey: No you didn't, Dawson, you lost.

Dawson: What?

Joey: If you knew a little bit more about sailing you would know that you got disqualified.

(Pacey makes it over to them and starts yelling.)

Pacey: Your nearly killing me!

Dawson: What, I got disqualified?

Pacey: Oh, I got a couple more words for what you are.

Dawson: Okay, let's not forget who started this, Pacey. You're the one who said you wanted…

Joey: Okay, stop. The both of you, stop this. I'm not some damned trophy.

Pacey: No, Jo, let's not forget who started this, okay. Let's not forget who pushed me towards Joey Potter in the first place. (to Dawson) It was you! Yes! It was you who couldn't be bothered…

Dawson: (yelling back) Because I didn't want to get hurt again, Pacey! I still had feelings for her, I still loved her! I still love her.

Joey: I... I hate this. I hate all of this. God, I hate you for kissing me and forcing me to figure out what it all means, Pacey. And I hate you Dawson, for… for forcing me to make a choice between our friendship and what I might have had with him. And I hate myself. I mean, I wish we could go back to the way it was, I wish I could take it all back, but I can't. Nothing is worth going through all this. No one person is worth this. Neither one of you, and especially not me. (Joey storms off.)

Pacey: (to Dawson) Are you happy now?

(Pacey goes back to his boat while Dawson rushes after Joey. Joey is on the docks crying when Dawson finds her.)

Dawson: (speaks softly) I'm glad he kissed you.

Joey: Well that makes one of us.

Dawson: I'm glad he kissed you because it forced me to deal with the notion of losing you, Joey. And I can't. I can't lose you. Not now, not ever.

Joey: Dawson, I'm no good for you. I mean, look at the way you behaved today.

Dawson: I behaved the way that I did today because I was threatened.

Joey: What are you talking about?

Dawson: Honestly? I'm just trying to be the kind of guy you want.

Joey: What kind of a guy is that?

Dawson: (sighs) Well... the one who beat up a bully, and bought you a wall...

Joey: That's not you.

Dawson: No. No, it's not, Joey. I- I've- I've just been trying to show you how much I want you instead of just telling you.

Joey: You don't want me, Dawson. You said it yourself, you just don't want to lose me.

Dawson: Of course I don't want to lose you, Joey, I- I want you more than I ever have.

Joey: If you really felt that way about me Dawson, then you would realize that the last thing that I need right now is another person with romantic intentions for me.

Dawson: Okay. What do you need? Jo, what do you need? I will do anything. I am willing to do anything.

Joey: I need a friend. Someone who will be there for me without any agenda. The person that you used to be.

Dawson: Then… Then I'll be there for you. Let me prove it to you. Let me show you. Joey? (she walks off) Jo?

[Train Station - Pacey walks Will to the steps of the building where they stop to say their goodbyes. A station attendant calls out for Will's train.]

Pacey: Well, that's you, man. Will, be safe, man. (they hug)

Will: I'll do my best. So, any advice?

Pacey: Yeah, you know, avoid public nudity, stay off drugs, try not to murder anybody, the obvious stuff. And one last thing... don't sleep with any of your teachers. Believe me, it never works out as well as you think.

Will: Witter words of wisdom. Priceless. Here's some for you. Don't give up.

Pacey: Give up?

Will: On true love. It always wins in the end.

Pacey: Hey, be good, man. (Will walks into the station.)

[Jen's Bedroom - she's listening to headphones when Gram's knocks. When Jen doesn't answer, Grams walks in. Once Jen sees her, she looks annoyed and takes the headphones off.]

Jen: You may not respect many of the decisions I have made, but the least you could do is respect my privacy.

Grams: I just… I just wanted to... to bring you this. (hands her the dress she wore in the first episode, when she got out of the taxi in front of Grams' house.)

Jen: Why are you giving this to me?

Grams: I have been doing a great deal of reflection, looking through old photographs, and I came across this dress packed away in a box.

Jen: It's packed in a box for a reason. It's not my style.

Grams: I know. Just looking at it reminds me of how much you've grown up. When you first came here to live, you were still a child.

Jen: And now?

Grams: Now you know more. You've become a beautiful, poised, confident, mature young woman, who isn't afraid to risk her heart. I think you finally believe, after all this time, that you really do deserve to be loved.

Jen: What are you saying?

Grams: I've seen the affection you have for Henry and the affection he has for you.

Jen: Grams…

Grams: And I'm not so old that I don't remember how truly difficult it is wait when you've found someone who gives you the love you so much deserve.

Jen: Grams…

Grams: And I know you think you know all about the birds and the bees. But what I want to talk to you about is not only the joy of sex, but the responsibility of birth control…

Jen: Grams, Henry and I didn't have sex, okay? I mean, we… we literally slept together, but, um... we didn't have sex.

Grams: You don't know how glad I am to hear you say that.

Jen: Now that you know what really happened, do you still mean the stuff you just said?

Grams: Every word of it. (they hug)

[Leery's Fresh Fish - Gail is lighting candles at a perfectly set table. Mitch walks in.]

Mitch: I thought there was a private party tonight?

Gail: There is... ours.

Mitch: What's going on?

Gail: Well, I thought about what you said about what's been happening around here lately, and I decided that we should have dinner, and figure a few things out.

Mitch: But what about business? Our customers? This is an important weekend for us.

Gail: You're more important. You always were. You always will be. Aren't you going to say something?

Mitch: I was just trying to find the words. (he walks over to her, hugs her and kisses her.)

[Joey's Wall - Joey is dressed in her painting gear with her bucket of paint, trying to find some momentum to move towards the wall and begin to paint. She has a cute little white handprint of paint on her butt. I hope Pacey put it there - hehe! Pacey walks up and joins her in front of the wall.]

Pacey: Hey.

Joey: Hey.

Pacey: You thought I was Dawson?

Joey: No, I just didn't…

Pacey: Maybe a better question would be did you want me to be Dawson? I'm sorry, I take that back.

Joey: Well, the lease is gonna be up soon.

Pacey: I'll renew it again if you wanted me to.

Joey: Oh, I dunno Pacey... I don't wanna give it up, it's just I don't feel like I'm ready to...

Pacey: Paint?

Joey: Yeah.

Pacey: I gotta be honest with you, Jo. I really thought after the way he behaved today that you'd love him less, but you don't, do you? If anything, you just love him more.

Joey: Pacey, please don't make this any harder than it is.

Pacey: Okay. Okay. I just gotta ask one more question and then I'm gonna stop making this hard on both of us, I swear. If it weren't for Dawson, could you ever love me like that?

Joey: Like what?

Pacey: Like a soul mate?

Joey: Pacey, please don't make me choose this... don't make me choose. I really think the best thing is… is to just take a couple steps back, and...

Pacey: Yeah. (hey goes to leave but turns back) Hey Jo? I'll renew the lease first thing in the morning.

Joey: Okay.

Pacey: And I understand. I do, I understand. There are no ultimatums here. (he walks away.)

[True Love - as it floats in the water, Pacey stands half on the boat, half on the pier, trying to rip the "True Love" plaque off the boat. Once it's lose he tosses it in the water. It begins to float away. As he turns away, someone reaches into the water and retrieves it. Andie walks up with the plaque in her hands.]

Andie: I have something I need to tell you.

Pacey: I already know you hate me, Andie. I just don't think I could hear it tonight.

Andie: Okay, look, could you just stop? I need to say something. Look, I don't hate you, okay? I have felt hurt and betrayed, and it would be really, really easy to turn all that anger into hate. I don't want to carry around that burden, okay? It's not the person that I want to be, and it's not the person that I am, so I don't hate you.

Pacey: Thank you, Andie.

Andie: You know, hate is a pretty strong word, Pacey. (hands Pacey the plaque) So is love.

[Dawson's bedroom - he sits at his desk writing when Joey climbs through the window with a video.]

Joey: Does the invitation still stand?

Dawson: Yeah. Yeah, of course.(looks at the video Joey hands him.) E.T? After everything that's happened, this is what you rented?

Joey: I thought it was time to see it again.

Dawson: You always said this movie was sad and depressing, remember?

Joey: I just feel like watching something tonight with an ending that I know like that back my hand.

Dawson: Remember when E.T turns to Elliot and says "I'll be right here"?

Joey: Hmm. Right now, those are some of the comforting words in the world.

(They both lay on their stomach in front of the TV, just like they did at the beginning of the pilot episode, "Emotions in Motion". As the movie plays, Joey glances at Dawson then looks away. Then Dawson glances as Joey and then goes back to watching the movie. Fade to credits.)