Original US Airdate: April 28, 1998

Dawson: Do you realize it's been nearly two weeks since Jen and I
broke up and not once has she made an effort to get together?
Spend some time, I mean, go to the movies.  I...you think that's
odd? It seems a little odd to me.

Joey: Dawson, you are aware that she broke up with you, right?
Dawson: Of course I am. It's just there's a certain way to handle
these things, you know. I thought Jen would hold us up to it.

(Dawson lays down on his bed next to Joey.)

Joey: Look, Dawson. You don't sound like a guy who's disappointed
in Jen's break-up etiquette. You sound like a guy who can't face
the reality that it's over. Joey gets up from the bed and stands
in front of Dawson.  You know, not to sound harsh but you can't
live in the past. You have to start preparing for life after Jen.

(Joey leans over and Dawson sits up.)

Dawson: Something tells me Joey has a theory.

Joey: Okay. There are three main ideas to focus on.  First-public
perception.

Dawson: Such as?

Joey: Well, from now until the end of the semester, you'll be
known as the guy Jen dropped. Most girls will view you as tainted
goods and of course, there will be the few who'll feel incredibly
sorry for you and offer a certain kind of sympathy. My advice-
avoid them.

Dawson: That's easy enough. What's next?

Joey: Other guys.

Dawson: Other guys?

Joey: Look, Dawson, you have to be prepared for the possibility
that Jen will begin dating again and seeing her around school with
her new boyfriend, watching her from this very window as she
pauses coyly at her garden gate, accepts a good night kiss from a
guy you feel is physically and intelligently superior to in every
way and you can't possibly..

Dawson: Okay, Joey. I...um...get the premise. What's the third
thing?

Joey: You and Jen

Dawson: Me and Jen?

Joey: Yeah. The inevitable conversation, which frankly, I'm
surprised you haven't had yet. You know, she'll ask if you think
the two of you can be friends again, because she'd really like
that if you could and you say?

(Joey looks at Dawson who isn't really paying attention to her
anymore.)

Joey: Come on, Dawson. You have to have an answer. You say?

Dawson: I don't know. I want to be her friend.  But then again, I
don't. I mean, how could you simply be friends with someone when
every time you look at them, all you think about is how much more
you really want them.

(Dawson stands up and looks at Joey. This time it's Joey who's a
little distant.)

Joey: Well, you know, I'm no expert at this, Dawson....but I think
it can be done.

(The Leery house. Mitch is sitting at the kitchen table reading
the newspaper and drinking a cup of coffee.  Gail is standing next
to the counter drinking her coffee. The phone rings and Mitch
picks up the cordless.)

Mitch: Hello?... Yeah, hold on. She's right here. (He puts his
hand over the receiver and signals to Gail.)  Gail?

(Gail walks over and takes the phone from Mitch.)

Gail: Hello. This is Gail... You know, this is probably not a good
time... Yes. Why don't we talk about this in the office?...Yes...
Okay... Good-bye.  (She hangs up.)

Mitch: Was that Calvin? I wish I had known. I haven't talked to
him in a long time.

Gail: No, it wasn't Calvin.

Mitch: No? The voice sounded familiar. Who was it?

Gail: It was work related. It isn't what you think of us.

Mitch: He has the nerve to call here?

Gail: He had a simple question.

Mitch: Oh. Well, you can tell Bob that the next time he calls here, the
next time he interrupts my breakfast to call my wife, that the
only simple question he'll need an answer for is 'do you have
health insurance?'

Gail: It doesn't mean anything. You don't have to be angry with
him.

Mitch: That's wonderful. No greater way to start the day than
hearing my wife defend an innocent motivation of her former lover.
You know what Gail? You're right. I'm angry. It just doesn't
happen to be at Bob. (Mitch leaves the room.)

Gail: Mitch? Mitch? Mitchell!

(Cut to Capeside High. Dawson comes down the stairs and
walks by the lockers.  Jen sees him and stops to talk to him.)

Jen: Dawson?

Dawson: Hi...Jen.

Jen: Hi.  How are you doing?

Dawson: Great. Great. You?

Jen: Great. Uh, Dawson. Uh. Look I know...I know that, uh,
sometimes after a breakup, well, there's that awkward period
where, you know, where two people who used to have so much to say
to each other suddenly find their conversations reduced to the
merest of small talk.

Dawson: So, what are you saying?

Jen: I'm saying what somebody always says. And what somebody else
never wants to hear. But...But you think it's possible in some
inconceivable way we could still be friends, Dawson?

(Cut to the Biology class.  Dawson and Pacey are seated at a lab
table before class begins.)

Pacey: So she asked you to be her friend. What did you say?

Dawson: I didn't say anything, really. I just kind of stared at
her then I told her I needed time to think about it.

Pacey: That's okay, Dawson. You still got some work to do here but
I think we can salvage this.

Dawson: What are you talking about?

Pacey: Well, uh, just between you and me. There is no way of hope
you simply want to be Jen's friend. You're  still carrying around
this huge torch for her that has no hope of extinguishing itself
anytime too soon. Correct?

Dawson: Yeah.

Pacey: The last person who needs to know about this external flame
is Jen. What serves your purpose here is to let her know that
you're completely over her, okay? It's yesterday's news, that's
the quickest way to the ultimate goal of getting Jen back.

Dawson: How do I do that?

(Mary Beth walks over to them.)

Mary Beth: Hey, Dawson.

Dawson: Hey, Mary Beth.

Mary Beth: So, I hear we're getting out midterms back today.

Dawson: Yeah? Can't wait.

(Mary Beth leaves to sit down.)

Pacey: Now. Upgrading Jen to girlfriend status. It's really a two
part attack. The first thing you got to do is let her know that
you're completely cool with the idea of being her friend. Okay?
The quicker you can fake some sort of indifference, the less
special she's going to feel. And the less special she feels, the
more she's going to crave that very special feeling that comes
from being Dawson Leery's girlfriend. Okay. A feeling that's not
included in the friends package.

(The bell rings to begin class.)

Dawson: So, What's the second thing?

Pacey: Slow down, my friend. Let's not get ahead of ourselves.

(Dr. Ram, the biology teacher enters the room.)

Dr. Ram: Okay. The rumor is true. You will be getting your midterm
exams back today. Good news is, most of you did very well. Before
I hand them back, I'd like to see the following people after
class. Those people are...(he flips through the test papers in his
hand)...Pacey Witter. Well, I guess that's it.

(Cut to after class.  Pacey is still at his lab desk looking over
his test while Mr. Ram is standing at the front of the classroom.)

Dr. Ram: Look, Pacey. I know you're a bright kid. You know what I
did the first thing after I finished grading your exam?

Pacey: Stopped laughing?

Dr. Ram: I went to the guidance office and looked at your
standardized test scores. You have an aptitude for this stuff,

Pacey. So when a student who's really bright makes a 32 on a
midterm, you know who's fault that is?

Pacey: Yours?

Dr. Ram: Of course not. It's entirely yours.  Look, maybe Marine
Biology is not your thing. Alright. Fine.  I'm not offended but
I'm going to make you an offer that I highly recommend you accept.
I want you to complete an extra credit project for me. Show me you
understand everything we're learning here and I'll pass you. By
the skin of your teeth.

Pacey: Yeah? Sure. What do I have to do?

Dr. Ram: Well, first, wait for a student from my sixth period
class to arrive.

Pacey: Great. Another rocket scientist I presume?

Dr. Ram: And then I'm going to assign a project that the two of
you will work on after school and on free periods.

Joey: Hi, Dr. Ram. (Joey sees Pacey in the room.) Oh. Um, I can
come back if you need some time.

Dr. Ram: No, No, you're right on schedule.
Joey, I'd like you to meet your new lab partner.

Joey: Him?

Pacey: Her? Dr. Ram, I'd like to log a formal protest.  You never
told me I was going to be working with a repressed control freak.

Joey: Yeah, and you never said my grade was dependent on helping
some remedial underachiever.

Dr. Ram: Well. Wonderful. I see no introductions are necessary.

(Jen is at her locker when Dawson comes up to her.)

Dawson: Jen? Hi.

Jen: Hi.

Dawson: Um, I'm a little embarrassed. You asked me a very simple
question earlier and I really should have given you a very simple
answer. Jen, I would love to be your friend.

Jen: Really?

Dawson: Absolutely. And to ease any of your remaining doubts, I'll
prove it to you.

Jen: Okay.

Dawson: Okay. So, let's have a friendly conversation, how was your
day?

Jen: Not too bad. Yourself?

Dawson: Excellent. Any exciting plans for the upcoming weekend?

Jen: Look, Dawson. You know your friendship means
a lot to me but maybe this isn't such a great idea.

Dawson: Come on. We're friends now, okay? Whatever it is, I think
I can take it.

Jen: Okay. Okay, well then, in the name of friendship, however
misguided, I have a date with Cliff this weekend.  Uh, we're going
to the carnival on Saturday.

Dawson: Is that what you didn't want to tell me? (He laughs.)
Quite frankly, I'm relieved.

Jen: You're relieved?

Dawson: The truth is I also have a date this weekend. And we're
going to the carnival. Isn't that a coincidence?

Jen: Yeah, it is. You know, if you want us to go someplace else,
we can easily change our plans.

Dawson: We shouldn't run away from these things. We should look at
them as opportunities.

Jen: Opportunities for what?

Dawson: Um, a double date.

Jen: Are you serious?

Dawson: Of course I'm serious. What do you say? The four of us?

Jen: Well I say, it's a little unexpected...um, but, hey if you're
cool with it.

Dawson: Completely. Yeah.

Jen: Okay. Great.

Dawson: Yeah.

(Dawson walks away, hurt.  The bell rings for the next class to
begin.)

(Cut to the cafeteria where Dawson and Pacey are getting their
lunches.)

Pacey: It's really not all that bad, Dawson.  Remember how I told
you about getting Jen back is a two step process?

Dawson: Yeah?

Pacey: Well this is the second part.

Dawson: What? Humiliate myself at a amusement park?

Pacey: No, man, dating other women. This is your chance to have
Jen see you in action with other girls.  Now, I admit, going on a
double date with your ex is an kind of an advance move. However,
if it works out, this could be exactly the thing you're looking
for.

Dawson: There's just one thing.

Pacey: What's that?

Dawson: My companion for Saturday is at this point fiction.

Pacey: That's really not a problem. I admit, it's kind of short
notice but there are a lot of young ladies who'd gave up their
very uneventful plans for a date with Dawson Leery. Huh?

Dawson: Yeah.

Pacey: Besides, I think I have the perfect candidate right there.

(Pacey gestures toward Mary Beth who is sitting alone, reading a
book.  Dawson picks up his lunch tray and walks over to her.)

Dawson: Mary Beth?

Mary Beth: (looking up from her book) Oh, hi, Dawson.

Dawson: Mind if I join you?

Mary Beth: Oh no, be my guest.

(Dawson sets his tray down and sits down next to her.)

Dawson: Look, maybe this is short notice and if it is, then I
apologize, but I was wondering if you wanted
to, sort of go out with me on Saturday?

Mary Beth: Saturday? Like a date?

Dawson: Yeah, of course. Is there something wrong?

Mary Beth: No. Yeah. Well, yeah. it's just that, uh, I know that
you just broke up with Jen. And well, I don't know the particulars
of it all, I do know that it's a common mistake made by many
people to begin to date before they're really ready.

Dawson: I'm ready. Completely ready. I could not be more ready.

Mary Beth: Honest?

Dawson: Honest.

(Cut to the biology class.  Pacey and Joey are looking into an
aquarium filled with snails.)

Pacey: Boy, this is fascinating.

Joey: I'm sorry there are no cartoons to make this interesting for
you, Pacey. But it's not designed to
be fascinating. It's designed to be educational.

Pacey: Thank you, Dr. Swissler. You know, refresh my memory of why
we're here again.

Joey: We're observing the reproductive process of palominos
snails. And Dr. Ram said that they reproduce more when they're
happy so by varying the contents of the tank, we can determine
which factors are most conducive to reproduction.

Pacey: Well, why didn't you just say that? We'll buy them a couple
of drinks, turn off the light and come back in a couple of days.

Joey: You never fail to disappoint me, Pacey. I mean, why did I
actually think the very real prospects of repeating Marine Biology
next summer might cause you to take this project seriously.

Pacey: You mean, summer school? It will never happen. Only morons
go to summer school.

Joey: Yeah, well the last time I checked, your grade is still an F
minus. So, about this extra credit project,  Pacey. I'm very well
certain that your grade will not only place you squarely along
with the morons but you may very well be there with them.

(Cut to Dawson's room.  Dawson is at his desk looking at something
under a magnifying glass.  Mitch knocks on the door and enters.)

Mitch: Hey.

Dawson: Hey.
Mitch: Sorry to interrupt but I was just wondering if uh, anyone
had called that I should know about.

Dawson: Uh, no.

Mitch: What about yesterday? Any calls?

Dawson: Come on. I always leave the messages or on the answering
machine.

Mitch: Forgive me, Dawson, but maybe I'm not being clear. I didn't
ask if anyone had called for me personally.  I asked you if anyone
had called that I should know about.

Dawson: No. He didn't call.

Mitch: Oh well, then. Thank you, Dawson.

(The next day.  Joey and Pacey are in the biology classroom
checking out the snails.  Pacey has hands in the tank as Joey
watches with an upset expression on her face.)

Joey: Pacey, it was your responsibility last night to check on
these snails and now look at them. They're dead.  Their shells are
completely empty.

Pacey: I know. I'm sorry. I really am.

Joey: It's ridiculous. Yesterday, we had a science project and
today, we have what? Two thirds of a charm bracelet? Look, I'm
just going to tell Dr. Ram that this experiment within an
experiment just isn't working out.

Pacey: Hey, before you go running off to Dr. Ram, there is an
explanation. There is. Alright, you know how you said this
experiment was all about seeing what environment was best for
these snails? Right?  So, I did come in last night and I was
watching the snails and watching the snails and there's nothing
happening. So, I added some food, and I added some water and there
still was nothing happening.  So I thought maybe the problem
wasn't the environment, maybe these snails just didn't like each
other. Right? Maybe they needed to be loosen up a little.

Joey: I told you yesterday that palominos snails are  single
sexed. They don't need anther organism to reproduce.

Pacey: Right and I would have remembered that if I actually
listened when you talked. But, I just thought that maybe snails
are just like guys. You know, their ultimate fantasy is to be with
two female snails at the same time.  Maybe that was what was
needed to get this project rolling.

Joey: So, let me get this straight. You tried to create some kind
of snail ménage-à-trois.

Pacey: Well, it sounds kind of stupid when you say it out loud but
I just saw this really pretty snail in the tank over by the window
and I don't know, but last night it just seemed really brilliant.

Joey: Let me fill you in on something here. You know, this pretty
little snail over here by the window is what you call a
carnivorous snail. You know what carnivorous snails eat?

Pacey: Other snails.

Joey: Yeah. Other snails. Other snails such as our snails which
are the snails we are desperately relying on to raise our marine
biology grades.

Pacey: Okay. I'm sorry. Okay? I know how important this project
was for you. For us. Okay? Whatever I need to do,  okay, however I
can make this up to you, Joey.

(Dawson and Joey are walking from the creek to her house, carrying
nets.)

Joey: I'm disappointed in you, Dawson. I mean, it's obvious that
you're just using Mary Beth to make Jen jealous.

Dawson: I know. You think I don't know that Joey? I'm filled with
the guilt of the worst kind. The kind that prays upon an innocent
young girl who has a crush on you and you convince to go out with
you for my own personal gain.

Joey: Well, if you know that, then don't do it.  Just call her up
and say you have to stay in to wash your hair or something.

Dawson: I can't, Joey. It's just I know the person I thought I was
could have some consideration for Mary Beth's feelings and cancel
the date but I don't know. I just. I don't feel like myself
lately. You know? Anyway, Pacey said that I should look at this as
an opportunity.

Joey: Wait a second. You're taking romantic advice  from a guy who
spent his evening trying to get three snails to sleep with each
other?

Dawson: When you put it that way..

Joey: Look Dawson, your little departure into jerkism is
understandable, perhaps. but it isn't something  you should be
proud of. Just promise you won't make a habit of it?

Dawson: Jo, I promise.

Joey: Because, despite current evidence to the contrary, you're
one of the good ones, Dawson. The other side is populated enough.

Dawson: You know, all things considered, I really wish I was
taking you with me today.

Joey: Well, all things considered, I kind of wish you were too.

(Pacey pulls up in his truck.)

Pacey: (leaning out of truck's the window) Come on, Joey, let's
get a move on.

Joey: I see, my deviant lab partner has arrived. Pacey's
graciously volunteered to transport me to the tidal pool so we can
find a suitable replacement snails. See ya. (She gets into Pacey's
truck.)

(Dawson is waiting at the front entrance of the carnival.  Mary
Beth walks up to him and greets him.)

Mary Beth: Dawson.

Dawson: Mary Beth, Hi.

Mary Beth: Hi.  So it is too forward if I tell you that you look
really nice?

Dawson: No, it's not. Thanks. So do you.

Mary Beth: Oh, no. You shouldn't feel obligated to say that. I
mean...uh, I mean. I'm...ah. Let's just start over again. Hi, I'm
Mary Beth.

Dawson: Dawson.

Cliff: Perfect. Looks like we're just in time for introductions,
 huh?

Dawson: Yeah. Mary Beth, this is Jen Lindley and Cliff, her date.

Jen: Hi, it's nice to meet you.

Mary Beth: Uh, same here, I think. Um, Dawson, a word, please?

Dawson: Uh, we'll catch up.

(Dawson and Mary Beth walk away from Jen and Cliff)

Mary Beth: This wasn't a freak coincidence, was it?

Dawson: A word? No.

Mary Beth: Look, maybe on our planet taking an ex-girlfriend on a
double date is a good idea but where I come from, it's not. In
fact, it's a lousy idea. Especially when you fail to inform your
evening's companion.

Dawson: Look, it's not what you think.

Mary Beth: Before you tell me what you think, let me tell you.
It's pretty obvious you're still hung up on her

Dawson: Mary Beth

Mary Beth: Please know that I'm often not wrong about these
things.

Dawson: Until now.

Mary Beth: Humor me.

Dawson: Here's the absolute truth.

(Pacey and Joey are rowing down the creek)

Pacey: I've often regarded patrolling for snails as one of the
more under-rated ways to spend one's evening.

Joey: You know, despite what you might think, it's not my first
choice of spending my Saturday afternoon, either. But, then again,
I wasn't the one who tried to turn an aquarium into a playhouse
retreat, now was I?

Pacey: You know, actually Joey, I'm really curious about
something. I thought you were this great student, so uh, what
happened to you on this midterm, huh?

Joey: What do you mean what happened?

Pacey: What grade did you get? Was it a massive failure like mine
or was it one of those near misses? I'm dying to know.

Joey: You know, we're almost there and we don't have a lot of time
so let's just save the chit chat for later, OK?

(Mary Beth and Dawson are still having their Śword.')

Mary Beth: So, you're really doing this for Jen?

Dawson: Exactly

Mary Beth: Ah, it's one of her first dates with Cliff. She
probably doesn't want to be alone with him so he doesn't really
know if she likes him. So, in order to take the pressure off, she
asks you to make it a double. God, Dawson, that is really very
sweet of you.

Dawson: Really, don't mention it.

Mary Beth: I can imagine some of those guys even trying to
sabotage their ex girlfriend's date.

Dawson: Really? That's terrible.

Mary Beth: Yeah, I know. So, anyway, what should we do now?

(Dawson looks down and sees Jen and Cliff at a game booth.)

Dawson: Um, I think I have an idea.

(Cut to Joey and Pacey are along the banks.)

Joey: Alright, Pacey, the water's getting pretty high, so we
should probably... (she looks down to see their rowboat drifting
away) Pacey!

Pacey: What?

Joey: Please tell me you tied our boat up and the one floating
downstream is not ours.

(Pacey follows Joey's gaze is and sees their rowboat floating
away.)

Pacey: I tied our boat up and the one floating downstream is not
ours?

Joey: Great.

(Cut back to the carnival. Dawson, Mary Beth, Jen and Cliff are at
the Bottle Throwing Booth. Cliff and Dawson are playing while Mary
Beth and Jen are watching them)

Cliff: (as he knocks the last bottle down and wins) Aw, tough
luck, Dawson.

Game Operator: And we got a winner.

Cliff: Alright. Which one?

Jen: Go ahead. You decide. I trust you.

(Cliff looks at all the stuffed animals and finds one he likes)

Cliff: Great. We'll take that one

Game Operator: The cat for the little lady.

Mary Beth: You know what? I think the Ferris wheel is working
again, so...if anybody wants to take a ride?

Dawson: (motioning to Cliff) Once more, you and me

Cliff: What's that?

Dawson: You heard me. Rack 'em.

Cliff: Look, Dawson, there's no shame in losing here, alright? I
mean, I did come in third in the pitch hit regionals last summer
in Boston. So, if you don't want to.

(Dawson throws the ball knocking down a few balls)

Dawson: Your turn.

(Cliff takes his turn and then Dawson does.  Mary Beth and Jen
turn to each other.)

Dawson: (to Cliff) After you.

(Cliff throws the ball and misses the last bottle)

Cliff:.(just as Dawson is about to throw) Oh, and Dawson? No
pressure now, alright?

(Dawson hits his last bottle and wins the game)

Dawson: YES!

Game Operator: We got a winner here. So, my friend, who's the
lucky lady?

(Dawson takes the stuffed animal and turns towards Jen, then to
Mary Beth, not sure what to do)

Dawson: (to Mary Beth) Um, we need to talk.

(Back to the creek.  Pacey and Joey are wadding through the creek
trying to get themselves back to Pacey's truck.)

Pacey: Look, it's no big deal. The boat will wash ashore
eventually.

Joey: You know, believe it or not, the boat isn't my first concern.
I should have known that what you did  with our snails, that I wouldn't
be far behind. I'm freezing.

Pacey: Listen, it's just a little cold water, alright? You're
going to survive. The prediction I make with all doom at this
point.

Joey: Clever. Speaking of survival, I thought creatures of our
level went extinct a few years back.

Pacey: You know, it's amazing. A personality like yours and you
still can't get any dates.

Joey: Even more amazing. A personality like yours and you can.

(Pacey and Joey are at Pacey's truck. He grabs some blankets and
hands one to Joey)

Pacey: We'll get some dry clothes when we drive over to your
house. But for right now, just change into this.

Joey: (looking at the blanket) A blanket? You want me to change
into a blanket?

Pacey: Yeah. Take off your wet clothes, wrap this around you like
I'm going to do.

Joey: Wait a second. You want me to get naked?

Pacey: Please! This is not for my enjoyment. It's so you don't get
sick. But if you got your heart set on  pneumonia, then feel free
pause And no peeking.

(They go to opposite sides of his truck and change.)

Joey: Oh yeah, the thrill of seeing you in your birthday suit is
really my idea of a thrill.

Pacey: You know, a lot of people would consider you a very lucky
woman.

Joey: And many people would consider you a very delusional man.

Pacey: Okay. All set over here. How are you doing?

(Pacey starts heading towards Joey.)

Joey: You take one more step in this direction and I can almost
guarantee you a permanent disability.

Pacey: Tell you what? Why don't I just start the car?

Joey: Good idea.

(Pacey gets in the driver's side of the car gets comfortable.  He
glances in the rear view mirror to catch a sight of Joey
undressing.  Joey gets into the truck about a minute later.  She
looks at Pacey who is staring at her.)

Joey: What?

Pacey: Nothing.

Joey: What? What's that smile of yours? Is it because I look
ridiculous?

Pacey: No

Joey: Or is it my misfortune that amuses you? Maybe it's simply
you enjoy putting me in the most awkward situations and just
watching me squirm, Pacey?

Pacey: No, it's none of that. I was just. I was just thinking to
myself that when you loosen up, you're not half bad to be around.
Bordering on funny, even.

Joey: Holy geez.

Pacey: Yeah, just don't mention I said this.

(Pacey starts the car heads back to Joey's place.)

(Mary Beth is sitting on the hood of a car. Dawson sees her and
walks over to her.)

Dawson: Mary Beth.

Mary Beth: Oh God, I'm so embarrassed. Good old Mary Beth,
creating scenes wherever she goes.

Dawson: Mary Beth, I'm the one who should be embarrassed. I owe
you an explanation. This time, I owe you the truth. You have every
right to be upset with me because everything you said before,
everything I convinced you wasn't the truth. Well it was. You were
right. I'm not over Jen. Not the other way around. And I'm on this
date not to help her but to get her back, I mean.

Mary Beth: Dawson? You're a nice guy. I like you. Do I like like
you? No. You're a little too neurotic for that.

Dawson: Okay. Well, why did you go out with me?

Mary Beth: First, I felt sorry for you. I mean, it was clear you
were still hung up on Jen. But I don't know, you seemed harmless
enough and my Saturday wasn't exactly action packed.

Dawson: Okay. So, if it wasn't my feelings for Jen that upset you,
then what was it Mary Beth?

Mary Beth: You ever notice the way's Cliff's eyes sort of smile
when he talks to me?

Dawson: Oh, God! You have a crush on Cliff?

Mary Beth: It was at that moment that I fully processed he has
absolutely no interest in me. He was totally hung up on Jen.

Dawson: He is?

Mary Beth: She's pretty hung up on him, too.

Dawson: She is?

Mary Beth: Afraid so.

Dawson: It's over.

Mary Beth: Of course, this doesn't mean we can't help each other
out.

(Jen and Cliff are standing in line for the Ferris wheel in front
of Dawson and Mary Beth.)

Cliff: (to Jen) You having a nice time, Jen?

Jen: Yeah. Yeah it's fun.

Dawson: (to Mary Beth) Alright. Let's do it!

Jen: Well, it looks like we're finally next.

Mary Beth: Perfect. So, Cliff, why don't you ride with me because
we've hardly chatted all night.

(Mary Beth takes Cliff with her onto the Ferris wheel leaving Jen
with Dawson, in confusion)

Dawson: Uh, we're next.

(Cut to Joey's house.)

Pacey: Thanks for the clothes, Jo.

Joey: Well, don't thank me. Thank Bodie, they're his.

Pacey: You know Joe. We're on dry land and you never did answer my
question.

Joey: And what question was that?

(Joey walks into the kitchen and Pacey leans against the wall.)

Pacey: Well, your midterm grade. Listen, I know you're a little
embarrassed so let me just remove the stigma. I got somewhere in
the neighborhood of a 32.

Joey: Pacey.

Pacey: Come on, Joey, just cough it up.

Joey: No

Pacey: No? Then let me guess at it. 58? 38? 42?

Joey: 98

Pacey: 98? Which one was it? 9 or 8?

Joey: Both of them, okay?

Pacey: Okay. I assume there's a suitable explanation for that
story, Jo.

Joey: No explanation. Look around you, Pacey. Look at what my life
is. I'm a boarder in my sister's house. I share my bedroom with
the living room and my social life consists of a part time job. As
far as I can tell, there are only two ways to make my life better.
The one that doesn't involve waking up and discovering it's all
been a dream involves a college scholarship. And when I apply, I
better have the grades to not give them a choice because a
scholarship is pretty much my only way out of Capeside. If I don't
get out of here, Pacey, well, it would be a sadder story than I
can imagine.

Pacey: Not to worry, Jo. You'll make it out of here. You'll go to
a great school and send me postcards back here. I'll be tending
bar or pumping gas.

Joey: Come on, Pacey. You'll get out.

Pacey: Well, the circus is hiring. Tell you what, though. I'm
betting against the Potter girl.

(Dawson and Jen are sitting on the Ferris wheel)

Dawson: You having fun tonight or what?

Jen: Yes

Dawson: Is that a yes to the fun or a yes to the what?

Jen: To the fun

(The Ferris wheel stops and Dawson and Jen are left at the very
top of the wheel.)

Jen: Oh, great.

Dawson: I'm sure they'll have it fixed in a minute.

(Mary Beth and Cliff are one car down from Dawson and Jen.)
Mary Beth: You want to know what's fascinating? That the word
flammable and inflammable mean the same thing? Isn't that bizarre?

(Cliff gives Mary Beth a funny look.)

(Cut back to Jen and Dawson's car.))

Dawson: So, you and Cliff seem pretty together.

Jen: Oh, I wouldn't exactly say that.

Dawson: What would you say?

Jen: I would say that it's only a date. Um, I'd say we're just
getting to know each other. I would also say that I don't think I
want to talk about this with you anymore. (She pauses and thinks
for a second.) Dawson, I know I made a big deal about our
remaining friends with you and at the risk of sounding rude, I
think I should retract my offer.

Dawson: What's that supposed to mean?

Jen: It means you shouldn't be here. I don't know why you wanted
to come or why I let you but at this point in time, I really don't
think that a seamless transition to friendship is in the cards for
us, Dawson.

Dawson: Well, I'm not sure you'd have the time for me anyhow.
What? With your dating schedule and all.

Jen: You know, I would love if we could get off this Ferris wheel
without insulting each other anymore.

Dawson: Am I insulting you Jen?

Jen: Yeah

Dawson: Is that what I'm doing? You know, because that's not my
intent. My intent, since we suddenly have the time for, is for one
small clarification.

Jen: What's that?

Dawson: Okay. When you broke up with me, one of the many questions
I asked was why? Remember that? And do you remember your response?
Your very convincing, very heartfelt response? You needed to be
alone. There were too many men in your life and that you needed
some time away from those men.

Jen: (quietly) Dawson. I didn't..

Dawson: Correct me if I'm wrong but Cliff Elliot is exactly what
I'm talking about.

Jen: It's date. Alright? It's not like I'm planning our engagement
party.

Dawson: Okay. Why didn't you just tell me the truth? Why didn't
you just say what only now, much to my dismay and embarrassment,
beginning to realize. That you weren't tired of men. You were
simply just tired of me.

Jen: (softly) That is not true, Dawson. Alright. That is not true.

Dawson: Prove me wrong, Jen. Look at me and tell me that I was
wrong and I completely misread the situation. Jen? Look at me.

("Hanging By a Thread² by Jann Arden begins playing until we see
Dawson sees Pacey and Joey in the next scene)

Jen: Dawson, I don't want to get into this right now. Alright?

Dawson: You asked me two questions a minute ago and I'd like to answer
them. First of all, why am I here? (Dawson pauses) All of the
oblivious cliques about the ex boyfriend who's still hung up on
his ex, who doesn't want to say good-bye, who can't let go. Why
did you allow me to come? Could it be? Could it possibly be that
your reason is the same as mine? That you need me just as much as
I need you? (Dawson looks at Jen who looks like she's about to
cry) Jen?

Jen: Dawson.

Dawson: Alright. Just don't tell me I was wrong.

(Dawson is sitting alone on a bench thinking to himself. ³Hanging
By A Thread² continues to play in the background.  He sees Joey
and Pacey walking down the midway.)

Dawson: What are you guys doing here?

Joey: Just checking out some of the famed excitement.

Pacey: (to Dawson) Actually, I need to talk to you, Dawson.

Dawson: Alright

Pacey: In private.

(Dawson and Pacey walk away from Joey, leaving her by herself and
wondering what's so important. Dawson and Pacey in front of the
Merry-Go-Around ride and talk.)

Pacey: Alright. So how did tonight go for you?

Dawson: Let me put it to you this way...terribly. You?

Pacey: (laughs) Not so bad, actually. Um, that's why I'm here to
talk to you about. I want to ask your permission for something.

Dawson: Permission?

Pacey: Yeah. You know that Joey and I have never really
particularly liked each other. Right? That's why it seemed like a
bad idea when we got stuck together on that Marine Bio thing.
Funny thing is, it wasn't.  In some ways, and somewhere in there,
I not only stopped disliking her so much, I began to sort of like
her. As a friend.

Dawson: At first, At first, I realized your feelings for Joey are
somehow firm beyond the friendship stage.

Pacey; That's good. Because that's exactly what I meant to imply.

Dawson: (laughing) You have the hots for Joey? Pacey, what are you
like inhaling too many laugh chemicals? You and Joey are moral enemies.

Pacey: Dude, do you mind keeping your face down? This isn't
exactly public knowledge at this point.

Dawson: You serious?

Pacey: Yeah!

Dawson: (pauses) Okay. So you like Joey. Why do you need my
permission?

Pacey: I don't know how to say this but I know that you two have
this long tortured subtext together. I just don't want to. I want
to make sure, that if I were to do something about this, like kiss
her or whatever, that I wouldn't be stepping on any toes.

Dawson: You're my friend. And Joey's my friend. I don't care if
who she kisses. And if it's you, so much the better. My two best
friends, kissing, what could be better than that?

Pacey: Great. So you're cool with this, then

Dawson: Yeah

Pacey: Alright, Dawson, see you later.

Dawson: Alright

(Pacey turns to walk away from Dawson.)

Dawson: No! wait. I'm not cool with this.

(Pacey turns back around and looks at Dawson)

Pacey: You're not?

Dawson: No.

Pacey: Okay. So what do we do about now?

Dawson: Nothing. Nothing. You know what. Because I am fine with
it. A momentary lapse there. I couldn't be. I couldn't be more
fine. Yeah Go for it. Kiss her. Go ahead. You have my blessing.

Pacey: You sure this time?

Dawson: Absolutely. I definitely am.

(³She's the One² by World Party is playing as Joey and Pacey pull
up to Joey's house. Pacey walks Joey to the bottom of the steps
and VERY close to her.)

Pacey: So, Am I going to have to fail another midterm or can we do
this again sometime?

Joey: Well, we still have to finish our report, Pacey, but I'm
pretty sure we'll be spending a lot of time together.

Pacey: Actually, that's not what I was talking about, Joey.

Joey: Then, what did you mean?

Pacey: Well, let me put it to you this way.

(Pacey leans over and kisses Joey. Joey backs away in disgust)

Joey: Pacey! Pacey! What the hell was that?

Pacey: Well, if I have to explain myself, it really didn't have
the desired effect.

Joey: Why in the world would? I mean, I guess I know why you would
but why would you?

Pacey: Why would I? Because I had a really nice time today, a nice
time that exceeded my wildest expectations. I was, I was confused
and surprised and attached. You?

Joey: Well, confused and surprised.

Pacey: Not? (pauses) Okay. I can deal with rejection pretty
effortlessly. So long as we don't drag this really awkward moment
out any longer than we have to.

Joey: Good night, Pacey. I had a nice time, too. See ya.

(Joey walks up to her front door.)

Pacey: Joey?

(Joey turns and looks back at Pacey.)

Joey: Yeah?

Pacey: By some slim chance, that you would actually kiss me back,
you'd be probably thinking of somebody else, right?

(Joey turns slowly back and walks inside.)

(Cut to Dawson's room.  He is laying down on his bed and ³She's
the One² begins playing again. Suddenly he gets up and goes
downstairs to see his parents dancing.  Dawson stops for a second
to watch them.  The phone rings.  Gail gently starts to push Mitch
away to pick it up.)

Mitch: Let it ring.

(Dawson leaves for the video store.)

(Cut to the video store where Pacey is working. He is watching The
Three Stooges when Dawson enters. Pacey turns the TV off to talk
to him)

Dawson: I figured you'd be here. So, uh, listen. About what we
talked about before? About what you asked me? I changed my mind. I
don't want you to do it.

Pacey: (as he puts away videos behind the counter) You're going
have to refresh my memory so we're on the same page here.

Dawson: You know what we're talking about, Pacey.

Pacey: Joey. You don't want me to kiss Joey. You seem a little
worked up here, Dawson, I don't know how to break it to you

Dawson: Break what to me?

Pacey: Well, you're a little late.

Dawson: You kissed her.

Pacey: Oh yeah. Not only that, she kissed me back. Right there on
the front side of the Witter Family truck. We played tonsil hockey
for about an hour. She invites me in but it was getting a little
late so I didn't. But she's cooking for me tomorrow night, she
says she always wanted to cook for the right man. You should come.
We're thinking about heading up to this cozy little B and B up the
coast and spending some quality time this weekend.

(Pacey makes a clicking sound with his tounge)


Dawson: You're so full of it.

Pacey: *Yes I am.* And so are you. You know, it's time you start
asking yourself some serious questions, Dawson. Because you
exhaust way too much time and energy on a girl you call your
friend. So, you know what? Let's just set the record straight
here. Who's it going to be? Is it Jen or is it Joey? Do you like
the blond or do you like the brunette? These questions are not
going to go away, Dawson. It's time you provide some answers.