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Summary: During the pilot episode Dawson asks Joey to come to the movies with him, Jen, and Pacey so Jen won't feel awkward. So this is my way of spicing it up. 

Warning: Some parts may be racey, read at own risk.

Part 1 | Part 2 | Part 3 | Part 4 | Part 5 | Part 6 |
Part 7 | Part 8 | Part 9 | Part 10 | Part 11 | Part 12 | Part 13

Straddling his back she worked her fingers through the tight muscles of his shoulders, “Alright, Henry VIII’s second wife was?” 

He lie across the length of her bed his face buried in his folded arms as she continued the soothing motions, “I don’t see how me studying is fulfilling your needs?” 

“It makes me feel like I’m helping the community, you know removing invalid’s from the street and raising their GPA’s.” She shrugged scanning the textbook she had balanced on his back as she leaned over it. 

They had been doing this for a week now; she had gone over to Pacey's around the third day with the excuse of a biology project. Nonchalantly strolling up to his room they practically tripped over each other before falling onto his bed. Exploring hadn't been as scary as she had thought it would be and she felt surprisingly at ease with Pacey. He pulled her with him leaning back against the head board, her lithe body spread across the length of his as his fingers tangled through her flowing chestnut mop of hair. 

Releasing a deep groan he allowed his hands to travel along her long thin frame grabbing at her hips and pulling her flush against him.

"You're mom's downstairs," Joey mumbled against his lips.

"Are you purposely trying to ruin the mood?" He teased running his slick hands back up her sides dragging her tee shirt with them.

“Better?” she asked rolling her hips against his growing bulge.

“Oh God Jo,” he growled bucking his hips towards her. “I would like to retract any prude, straight edge, ice queen jokes I’ve ever stated at this moment.”

“How thoughtful,” Joey mumbled while nibbling on his earlobe, “the truth comes out when you begin thinking with your dick.”

“I’m always thinking with my dick, it’s just that my dick has decided that it likes you now.”

“They should put that on a Hallmark card,” she said sarcastically fiddling with his belt buckle.

“What are you doing?” He stuttered.

“Giving you a release,” she pulled on the metallic zipper, the rip a low hum.

“But – why?” He fidgeted nervously.

“We agreed that we were going to mildly progress and there’s only so much dry humping that I can stand, and no, feeling me up for an hour doesn’t count as progression,” she explained inching his jeans down his thighs.

“Well I mean you don’t have to if you don’t want to or anything,” he licked his dry lips.

“Ah, and the reign of cocky sex god Pacey has come to an end,” Joey teased pulling the elastic waist band of his boxers over his erection.

Pacey inhaled a sharp gasp instinctively raising his hips to allow her to pull his boxers down further.

“We’re both new at this Pace, I’m just as scared as you are,” she whispered reassuringly into his ear. “We just have to be honest.”

He strained a nod, his eyes widening as she brushed her hand over his swollen shaft, “Is that right?” She murmured softly, her hand gliding along his length.

“Yeah,” he half groaned thrusting into her palm. She applied more pressure, mainly trying to stop her hand from shaking and he moaned his cock hardening further under her touch.

She continued to stroke his shaft with one hand, her other gently massaging his balls as he continued to thrust into her hand. She swallowed a lump in her throat biting onto her lower lip before lowering her lips to his tip flicking it with her tongue tasting his salty juices.

“Holy shit,” Pacey panted as her tongue circled around him. His hands digging into the sheet on his bed retraining from guiding her along further. 

“Pacey?” His mom lightly tapped on the door. Pacey struggled with the button on his jeans as he rolled off the bed shielding him from the doorway. Joey scrambled off the edge before Mrs. Witter creaked open the door, “Dinner’s ready dear, does Zoey want to stay?”

“No thanks,” Joey exclaimed quickly shuffling for her backpack and swinging it over her shoulder. “Thank you Pacey, Mrs. Witter,” she muttered quickly before flying through the door.

“Just let me take a quick shower,” Pacey peeked up over the edge of his bed until his mom disappeared through the frame. Letting out a deep sigh he let his head fall back heavily against the mattress.

During the week Bessie hadn’t even noticed only commenting that Pacey was hanging out at the Icehouse so often that she was considering giving him a paycheck for his week’s services. Not realizing that he was trying to help Joey finish her shifts earlier so they could make out in the Witter Wagoneer for an hour. 

Dawson and Jen hadn’t noticed either except when the kissing scenes came along and there were less protests and Dawson had to yell “Cut,” a little louder for them to finally stop. 

Something else had shifted in their relationship; instead of running to Dawson for their problems they found themselves calling one another at odd hours of the night discussing any thing from the meaning of life to old television shows they wished were never canceled. It surprised them that after a decade of arguing and hating each other they had found a lot of things that they had had in common. One thing that thankfully hadn’t disappeared from them however was their patented good hearted banter. 

Grunting he finally mumbled, “Anne Boleyn.” 

“Correct,” she rewarded him by kissing his neck. “Next question, who fought in the English Civil War?” 

He jiggled his weight rolling over so she was now straddling his stomach; "You're taking all the fun out of our arrangements." 

She laced her fingers through his using his hands as balance as she hovered over him, "No, I'm making studying fun.” 

“It would be more fun with a whip,” he protested. 

“Ha, ha no,” she replied wryly slapping him weakly. “Now answer the question, English Civil War." 

He rolled his eyes as he thought for a moment, "Charles and the Cavaliers against Cromwell and the Roundheads." 

"Whoever said you weren't smart?" She asked teasing his lips with her own. 

"Well you, for one," he pointed out but quickly became distracted as the heat of her body covered his own. Friends with benefits was a very good idea, he thought to himself as his hands traveled along the smoothness of her back. 

~*~ 

"Mr. Leery, what is going on with you today?" Pacey asked sinking into a chair across from Dawson. 

"Filming for the school film, Tale of the Little Jock Who Could," he said dryly sifting through his own movie script. 

"Isn't that film going up against us in the festival?" 

"Yep, the competition is tight," he said sarcastically. 

He jabbed him playfully, "Don't go messing with the enemies it just wouldn't be right." 

"I don't have to, the writing is lame and the directing is awful." 

Joey slid into the seat next to Pacey flipping through her notepad. "Remind me to quit pronto," she sulked dramatically dropping her head into her hand, the locks of her messy ponytail falling into her face. 

"Bad day in paradise?" Dawson asked sympathetically pencilling in edits on the paper in front of him. 

"Well yeah, if paradise was a dirty, half star, greasy hell hole." 

"I'm sure if the wenches were friendlier, the customers would comply on a better level," Pacey explained receiving death eyes from the exhausted waitress. 

"Maybe if I killed you right now I might even receive a tip," she said through a forced smile. 

"That's the spirit Jo," he said patting her out of the seat, "Now go get 'em." 

She was so tired she merely tilted her head back as she began to descend back onto the main porch to murmur weakly, "I hate you." 

"Ah the sweet nothings of two star crossed lovers," Pacey said dazingly, dramatically throwing his head back. "You should base your next story on something like that." 

"What two teens who hate each other to no end," Dawson asked flatly, "sounds enticing." 

Pacey snickered inwardly as he toyed with the drink in front of him, "Fiction Dawson, in this version you add in sexcapades." 

Dawson blinked back his widened eyes, "Sexcapades?" He laughed throwing his pencil down allowing it to roll a few inches before lolling to a stop. "You and Joey engaging in sexcapades, absolutely priceless, I'd like to get that on tape." 

"All in good time, my friend," Pacey joked patting Dawson on the shoulder. 

"Joey hates you Pacey, it took us weeks to talk her into an onscreen kiss with you." 

Joey slumped back into her chair placing a large brown paper bag on the table next to Dawson, "You're food, Mr. Leery." Dawson couldn't help but let out a laugh as he dropped his head to the table Joey eyed him strangely before Pacey erupted in an uncontrollable laugh as well. "What are you two Yokels conversing over and why do I feel as if it's at my expense?" 

"Pacey was talking about trying to kiss you," Dawson explained through heaves of laughter. 

She glared at Pacey her eyes containing a sexy gleam, which reassured him that she wasn't angry. "Aw, is that why you kept on messing up our kissing scenes?" She asked flirtatiously playing along with whatever game Pacey had started. "That's so sweet, to bad I don't date primates," she finished dryly mussing his hair. 

"Well I'll leave you two lovebirds be," Dawson began rising from his seat. "Time to be educated in the arts of film making from the future PSA directors of America." 

Joey shifted in her seat nearly meeting his height as she stood along with him, "When are you getting back, I was thinking we could do a movie night." 

He shook his head, "Not tonight, tonight is perfect first kiss night with Jen." Pacey and Joey simultaneously rolled their eyes, "Oh come on it has to be romantic." 

"Did you create a romantic setting?" Pacey asked resting his head against his fist as he lazily tapped his fingers against the wooden table. 

"The ruins, white drapes, candles, it's beautiful. We're going to be using it for filming tomorrow so I figure I'll take her up there and ask her to help with the final touches before engaging in the perfect kiss." 

"Clichés, classic," Joey muttered. 

"Come on Joey, everybody loves a little smut, along with grand romantic gestures," Dawson reasoned as he collected the loose pages from the script. 

"Give me a jeep and a guy named 'Bubba' and I'm set." 

Pacey perked up wiggling his brows; "You can call me Bubba any day of the week." 

"Only in your dreams, Witter," she shot back. 

"They're only dedicated to you Miss Potter," he retorted a sly smile crossing his lips as her crimson cheeks highlighted her face. 

Dawson chuckled shaking his head in disbelief as he trotted off down the stairs, "Bye you two." 

"Au revoir lover boy," Pacey called after him. 

"You're evil," Joey muttered plopping down in the vacated seat that Dawson had just sat in. 

"Oh come on, that was fun, I love keeping Dawson on his toes," he defended reclining back into his seat. 

She crossed her arms over her chest giving him a frustrated look but under all the layers he could tell that she wasn't really mad, "One of these days Pace, you're going to go to sleep and just won't wake up." 

He smirked, his white teeth glistening in perfect formation; "I'm too pretty to kill." 

"Just watch me," she threatened but her tone was now seductive. That's what he noticed over the past week, every thing she said that used to appall him was now suddenly hot, and excruciatingly sexy. 

"You need a break, Josephine," he decided helping her out of her chair and untying her apron, him movements slow as he delicately brushed his fingers along the hem of her jeans. 

"There are no times for breaks when you work at a sweat shop," she protested unable to resist the urge to fall back against him. 

He nuzzled his nose in her ear his soft breath blowing on the thin hairs at the nape of her neck. "I can talk to Bessie," he whispered, his voice mesmerizing in that low husky tone. 

"And she'll merely crack the whip and tell me to work on," she argued, his fingers still tickling the small of her back as she tilted her head back towards him their noses brushing briefly. It took her every strength she possessed not to throw him against the table and ravish him right there in front of all the paying customers of the Icehouse. 

“Bessie loves me,” he explained wrapping an arm around her waist to collect the apron he was still removing. “In fact I’m in strong contention for September’s employee of the month.” 

She rolled her eyes the length of his body still pressed against her back, “We don’t have employees of the month.” 

“I know, the service here is terrible.” 

She elbowed him weakly, now realizing that they were dangerously close before turning to face him and snatching her apron from his hand. “What were you planning on today?” 

He leaned against the rough wood of the old table, “I don’t know, go out to Chatham, stop at the candy store, stare at the light house, roll around in the sand on the beach, it will be fun.” 

“You’re a hopeless romantic, Witter,” she said wryly, picking up the baskets of food on the table. 

“Only for you my sweet.” 

Dropping the final cup the remaining contents of ice and soda splattered on the patio floor, slamming her tray against the table she sunk to her knees scooping the ice back into the cup and batting at the locks of hair in her eyes. She closed her eyes tight before squinting back up at Pacey, “Go talk to Bessie.” 

~*~ 

They had gotten into the small town around three o’clock, it was much like Capeside, with old salty buildings that had been built generations before them. The beach lined most of Chatham along with light houses and fishing posts. Walking along the beaten down side walk they looked into the store windows and ate a late lunch in the mini mall. Stopping at the Penny candy store they spent nearly twenty dollars each on their paper bags full of old fashioned and new commercial sweets. 

Reclining into the sand Joey sucked on a ring pop while Pacey chewed on a candy necklace, not even bothering to force it around his neck. “I had fun today Pacey,” she finally said breaking the silence of the water lolling against the beach. 

He nodded his hair waving in the salty wind as he squinted into the now pinkish sky as the sunset approached. “Me too, Potter.” 

She offered him a half smile before reaching for the thin elastic band of his necklace only dangling with a few more candies. Biting down on one she chewed it down to a lose powder before allowing the loop to return to its original length. He looked at her mockingly shocked as he placed his hand over his chest in a hurt motion. She rolled her eyes as he reached for her hand wrapping his lips around her ring pop, retracting it and then smiling victoriously. She quickly chewed down on her pop protectively finishing it off and throwing it back in her bag, sticking her tongue out at him teasingly before resting back against her elbows. 

They stared at each other for a long moment before Pacey cracked a small grin, “Let’s just make out for a while.” She shrugged as he shifted his weight over her smothering her lips with his own. Their motions were past the exploratory stages and now trained and practiced. He knew which corners of her mouth made her shiver and she knew which shifts made him squirm. His hands running along her smooth brandy tinted legs as her fingers dug further into the soft white sand seeking support. “You taste like strawberries,” he teased his voice soft and dark hovering over her. 

“You taste like confectioners sugar,” she countered as he rolled back next to her. She stared out on the soft glistening waves running her tongue along the contours of her lips as she wrapped her arms around her knees. “Pace, is what we’re doing wrong?” 

He furrowed his brows resting his head in his hands, “What do you mean?” 

“This,” she motioned between them, “all the things we’re doing without a committed relationship.” 

“Don’t go all God fearing on me, Josephine,” he teased sitting up on his elbows. 

“Incarceration runs in my family, to become God fearing would confirm my damnation.” 

“So what’s the problem?” 

“I was just thinking about this afternoon at the Icehouse,” she paused. “You know how Dawson was planning out the absolute perfect first kiss. Location, setting, I mean it’s just a kiss! Something that he’ll hopefully be engaging in hundreds of more times in his lifetime with numerous different partners. The fact that he’s making such a big deal out of something that will most likely only be a peck while you and I are dry humping in the back of your car because we’re horny.” 

“Well when you put it that way,” he stated sarcastically. 

“That’s what I like about you, Pace, you act on impulses and clean up the messes later. You see a chance or a risk and you take it, you don’t wait for somebody to show you how to do something or for someone to test the waters for you, you just go out and do it and you have no regrets.” 

He shrugged chuckling lightly, “I admit it’s not the best lifestyle, but it hasn’t killed me yet so I must be doing something right.” 

“I’m serious; do you know how many opportunities I’ve missed in my lifetime because I wanted to take the safe road? There aren’t enough fingers and toes on this planet to count how many times I was too scared to take that next step.” 

“Maybe your life is perfect the way it is,” he offered, “to the point where you don’t need to take all those chances to fulfill those voids.” 

“That’s the thing,” she sighed resting her chin on her knees, “I feel like there’s something missing, like I’m empty inside. My mom died three years ago, my dad’s been in jail for just as long, my sister’s too busy running a restaurant and carrying a baby, and my best friend is too busy wooing another girl that he doesn’t ever realize that I’m still around.” She snickered bitterly burying her face in her lap, “All I have is some make out pact with a boy I could barely stand to carry a conversation with two weeks ago and am now pouring my heart out too.” 

He hesitatingly wrapped an arm around her shoulder and pulled her closer against him as she rested her head against his chest, his chin lying against her hair. “Maybe this is all just a sign, you know, that all our lives while we were bickering and sparring thinking that we were mortal enemies we were really supposed to be best friends, confidents, les bon amis.” 

She giggled lightly, "You really have to learn to quit while you're ahead, Pace." She found comfort leaning further against him. "I'm sorry," she sniffled batting at a falling tear, "I must really be ruining your fun." 

Feeling more confident and at ease he tightened his arm around her shoulder shaking his head, “No, we’ve milked this benefits thing, now it’s time to work on this friend thing.” 

“Pace, I’ve been thinking,” she began regaining her composure wrapping her arms back around her knees. “You know about taking those risks, acting on impulses. After listening to Dawson today talking about that kiss I realized…” she trailed off biting back her lip as she watched the purples and oranges of the sunset mix with the frosty waves of the ocean. “I don’t want to be that person.” 

He eyed her warily the setting sun giving her a brightened glow, “What are you saying?” 

She stalled for a long moment working out the words, “I want to have sex with you.” 

His face fell for a moment contemplating what she had said, “Jo, you don’t have to—.” 

“I want to,” she cut him off. “I want to do what feels right, to go with the flow. I don’t need the romantic overtures, or the candle light, or any of the other bull shit that’s labeled perfect for one’s ‘first time’.” Taking a deep breath she directed her attention back towards the water, “The first big chance I took was starting this thing with you and it’s been one of the most fun and exciting weeks I’ve ever had. And I know you and I trust you and though there are probably about a million reasons why we shouldn’t do this, the one that cancels all of them out is the fact that I want it.” 

“You make it hard for a fifteen year old male to refuse, Josephine.” He chewed on his lip for a moment, “I know a place we can go.” 

Her face brightened as her lips curved into a smile her tongue peeking through her teeth. Wiping the sand off his jeans he offered her a hand helping her up twisting her arm across her chest so he could wrap his own around her shoulder. “Just to warn you,” He began his tone nervous as they staggered down the beach, “I’ve never done this before.” 

She smirked, “Me neither.” Bumping against him as they walked she giggled, “Well we were pretty good at all that other stuff, I’m sure this isn’t that much harder.” 

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