[Outside Dawson's House, Dawson and Joey walk up the dock]

Joey: What are you so smiley about, Dawson?

Dawson: Look at us, Jo, what have we become?

Joey: Care to expound?

Dawson: It's Spring Break. The time most kids our age go visit some exotic, sun-drenched locale, put on skimpy bathing suits and ingest mass quantities of liquor. What do we do? We go visit my Aunt.

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

Dawson: And she loves you.

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

Dawson: I know, it feels like the end of an era.

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

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

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

Pacey: Hey, guys. Look what I found

Joey: This can't be who I think it is, Will Krudski? (They shake hands) Hey

Dawson: Last time I saw you was the third grade, kicking Pacey's butt on the playground.

Will: Yeah, well what was I supposed to do? He was calling me Will Kruddy.

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

Joey: So uh what brings you to Capeside, Will

Will: Thought I'd surprise an old friend.

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

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

Will: I'm not intruding?

Dawson: No, not at all. (Pacey and Joey look at one another cautiously) Please, besides the list of things to do in Capeside when you're sixteen is woefully short.

Andie: (off camera) Hey guys.

Pacey: Whoa. Beware of McPhees bearing too much luggage. Where's Jackers?

Andie: He bailed in favor of spending quality time with Dad. (Will picks up her bags for her) Hmm. Who's the kind-hearted gentleman.

Will: Will. (They shake hands)

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

Will: Let me help you.

Andie: Great, thanks.

(Pacey walks over to Joey who's apart from the group.)

Pacey: Hey.

Joey: (annoyed) Hey. So I thought you were sitting this one out, Pacey.

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

Joey: And?

Pacey: And they could probably use a hand up there, so…

(Pacey retreats and Joey looks on with worry.)

[Leery's Fresh Fish. Henry, in an apron, comes up to Jen who's sitting at the bar]

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

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

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

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

(Henry goes back to the kitchen, crossing paths with Shelly, a waitress)

Shelly: (to Jen) Who's the new b-boy?

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

Shelly: Make that a yummy little creature.

Jen: Hmm?

Shelly: Oh, he's so my type. Tall, lanky, a branch right off the DiCaprio family tree.

Jen: Yeah, you think?

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

Jen: Okay, Shelly, I think that Table 19 needs their check.

Shelly: Oh, they just got their check.

Jen: Then I'm sure that somewhere out there somebody's in dire need of a dessert menu, huh?

[A Diner. Joey, Dawson, Will, Andie and Pacey sit around a table.]

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

Will: Well, when I was about 5 years old, my Dad took me to a revival of Planet of the Apes, which knowing my dad is a really big thing, so I've got to say that ranks as my favorite. But I'm really more of a book guy.

Andie: Favorite movie doesn't star Adam Sandler or Steven Seagal and he likes to read. You sure he's your friend, Pacey? (Pacey giggles sarcastically at her and she does the same to him.) Okay, favorite book?

Will: Well that's easy, Catcher in the Rye. Salinger is a God.

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

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

Dawson: You'll get along great with my Aunt Gwen. She's another Salinger freak.

Andie: So what's your Aunt Gwen like?

Joey: She's an artist.

Dawson: A painter.

Joey: She's incredibly talented. She paints and she reads great books and she does yoga and she lives life on her own terms. (Pacey gives her a long look and Joey squirms in her seat.)

Andie: Is she married?

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

Pacey: We gonna get to meet this wife-stealing Picasso?

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

Andie: Wow, sad.

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

[Mitch and Gale sit across from each other at a table]

Megan: Hey, you two. Long time, no see.

Gale: (gets up to hug her) Megan, oh my god, what are you doing here?

Mitch: How are you? Where's Tom is he outside?

Megan: We should talk.

[Outside]

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

Megan: He was, wasn't he? You know, I mean, sure, we had our problems, but looking back now it just all seems so stupid and petty. He was one of the good ones. I guess that makes me one of the lucky ones. (She takes a deep breath) Okay, let me segue out of this grieving widow routine. How the hell are you guys?

Mitch: Well, actually--

Gale: We're great. We're doing just great. Dawson's 16 now and a big bundle of precocious angst, but he's a terrific kid.

Megan: I see you followed through, made the restaurant a reality. It's inspiring, really. So many dreams never come true. (Mitch and Gale gaze at each other) You know, I almost forgot. I was rummaging through some of Tom's stuff. You should have this. (She hands Gale an envelope) It's the toast from your wedding. I can still see Tom staying up till 4 in the morning the night before just trying to get it right.

[The car pulls up to Aunt Gwen's house. Dawson enters, followed by the gang.]

Dawson: (to the others) Come on in. Hello? (Aunt Gwen is painting and dancing across the room) Hello?

Gwen: (turns to see him) Dawson! Baby, you made it! (She claps her hands and hugs him)

Dawson: Hey.

Gwen: Hi! Joey, how gorgeous did you turn out? Wow. (Goes on to Pacey) And this must be Pacey

Pacey: I see my reputation proceeds me.

Gwen: Actually, we've met before.

Pacey: We have?

Gwen: I wouldn't expect you to remember it. It was years ago at my sister's Fourth of July picnic and you were chasing this one (pointing to Joey) around and teasing her mercilessly, and when I went to intervene you said to me, "Hey lady, step on my buzz, why dontcha?" (She pokes Pacey)

Andie: That sounds about right.

Gwen: Which would make you Andie?

Andie: Yeah, nice to meet you Aunt Gwen. (They hug)

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

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

Gwen: Ah, a friend of Pacey's. (They shake hands) Not a good sign.

[Night. Joey walks through the room in her bathrobe. She runs into Pacey, in a gray wifebeater. They both pause awkwardly.]

Pacey: Hey.

Joey: Tell me, Pacey, is our conversation this week going to consist solely of monosyllabic grunts?

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

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

Pacey: It isn't.

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

Pacey: Right. You're right. (whispers) But I think we may have a small problem.

[The bedroom. Andie, Dawson and Will lay in sleeping bags on the floor, leaving the bed free.]

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

Pacey: (goes over to Dawson) Uh, Dawson. Hey, Dawson.

Dawson: (groggily) What?

Pacey: Look, uh, let's say you hop up and give Joey here your sleeping bag.

Dawson: What, and hop in the sack with you?

Pacey: Essentially, yeah.

Dawson: Good night, Pacey.

Pacey: Andie? (She sniffs and snores a little, but doesn't wake up.) Andie?

Will: I'm not sleeping with you, Pacey. And Joey, I don't think we know each other well enough. No offense.

Joey: None taken.

Pacey: Okay, we're just going to have to make the best of this, all right? (He gets in bed)

Joey: Fine. But if I so much as feel anything-

Pacey: Jo, get in bed. While you're at it, get over yourself.

Joey: (climbs in and pulls up the covers) Pacey, get your butt away from me.

Pacey: My butt wants nothing to do with your butt, okay? Give me some of these covers, man. (They both fight over the covers) Jo-- Jo.

(Joey pouts with disgust. Pacey sighs and looks at the ceiling)

[Morning. Joey and Pacey are waking up. He looks over at her, unable to see she's awake. He sits up and watches her, beginning to lean over her.]

Gwen: Sleepyheads, breakfast!

(Pacey quickly moves back to his side and pretends to wake up)

Pacey: (yawns) Oh, man.

(In the kitchen)

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

Will: I love to play pool.

Pacey: Yeah, I'm always down for some billiard action.

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

Will: I'll teach you.

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

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

Andie: Oh, okay I get it, so you're like Tom Cruise, Color of Money? Right…

[Leery's Fresh Fish. Mitch is going through a box.]

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

Mitch: I'm just trying to help out.

Gale: Are you okay, do you want to talk?

Mitch: About?

Gale: What do you think.

Mitch: (looking away from her) A friend of ours died, Gale. It royally sucks, but it happened. And it's really sad, but I don't know what there is to talk about.

Gale: Well, it must make you feel a certain way. I know it does me.

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

Gale: (hands him the envelope) I think you should read this.

Mitch: Why?

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

Mitch: I'd rather not. (He hands it back to her)

Gale: What is wrong with you?

Mitch: Nothing, nothing. I just don't feel like a trip down memory lane right now, that's all. (He walks away.)

[The patio of the restaurant. Jen sees Shelly flirting with Henry who looks a little uncomfortable.]

Jen: Hi.

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

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

Shelly: 5 and 6? Lindley, that's crazy talk.

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

Shelly: Bye, Henry.

Henry: Bye. You know we were just talking, right?

Jen: Of course you were.

Henry: You just seemed a little jealous.

Jen: Oh, jealous? Please, Henry, I'm so not in touch with that emotion. I don't even know what that would feel like. Jealous. That's ridiculous.

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

Jen: That's not what I meant.

Henry: Whatever. (He goes inside.)

[The Pool Hall. Will breaks and Andie scoffs.]

Andie: Okay, Tom Cruise, Color of Money, right? You suck!

Pacey: Easy, McPhee. Them's fightin' words.

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

Will: I never claimed to be any good. I just said I like to play.

Andie: And you said in a somewhat condescending fashion that you'd teach me. She shoots and gets one in the pocket. Looks like I should be the one giving the lessons. What do you say, Pacey?

Pacey: Maybe you should cut the guy some slack. There might just be some method to his madness. (He hits one of the balls off the table, bumping the guy at the next table over)

Andie: Okay, all I have to say right now is little old me is wiping up the floor with the two of you.

Pacey: Sorry man, I just can't seem to keep those things on the table.

Man: You guys interested in a game?

Andie: No look, mister, these two, they're seriously deluded and totally lame, so I'm gonna set the record straight right here and now. It would be both sick and wrong to take their money away.

Will: We'll play.

[Dawson goes through some paintings as Aunt Gwen approaches him.]

Gwen: What are you looking for?

Dawson: Something for my wall.

Gwen: Oh, which if I recall correctly is plastered in wall-to-wall movie posters. You know, somehow I don't think this is going to go along with that whole film-geek aesthetic you've got going on.

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

Gwen: Amistad wasn't that bad, honey.

Dawson: Well, more a crisis of faith, actually.

Gwen: What do you mean?

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

Gwen: Okay. So the movie posters are down, film has lost its luster, and I am detecting a significant lack of smooching, hand-holding, general all-around cuddliness between the two of you. So? Come on, tell me everything.

Dawson: Well, to make a long soap opera short, we got together.

Joey: Which was so completely overwhelming that it forced me to retreat into this long, protracted period of soul-searching.

Dawson: Which sent me into a dizzying downward spiral of depression. Then I finally managed to get her back, and-

Joey: It was exceptionally bad timing. And then he got back from summer vacation-

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

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

Gwen: What does Pacey have to do with this?

Joey: (hesitates) Nothing. Just, there you have it.

Gwen: Well, then I have just one question. Why aren't the two of you together now?

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

Andie: You hustled them!

Will: And this is a big deal why?

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

Pacey: Andie, Will's a shark. He always has been. What are you gonna do?

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

Will: You are good.

Andie: I am?

Will: Sure.

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

Will: Maybe. (He hands her a wad of bills)

Andie: What's this?

Will: It's your share of the take.

[Andie, Gwen, Will and Pacey play with hoses in the stable as Joey and Dawson talk in the loft.]

Dawson: Joey, do I seem different to you?

Joey: What do you mean?

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

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

Dawson: This trip, this week is reminding me of what we're good at.

Joey: And what's that?

Dawson: We make sense of each other's lives. We always have.

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

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

Joey: No, it does.

Dawson: You gotta find some faith. Faith that whatever sent us off in different directions is the same thing that'll-

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

Dawson: Maybe. Just, I don't know, I'm starting to forget why.

Joey: Why what?

Dawson: Why we're not together.

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

(Joey looks down at him to see "Dawson and Joey Best Friends Forever" engraved on the floor)

[Aunt Gwen's House. Joey looks at one of Gwen's paintings of a house.]

Joey: That one's my favorite, I think.

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

Joey: You painted this before you lived here? (Gwen nods. Joey sits down.) Do you have any regrets?

Gwen: About?

Joey: The way in which you and Richard came together.

Gwen: You know, Joey, I got married too young and I sold out in a big way. I stayed in a relationship that was safe and comfortable and then I met this man who made me feel alive for the very first time. Those kinds of feelings just won't be ignored, you know? I owed it to myself to explore them. C'mere. (She gets up and Joey follows her.) Now, this one, this one is my favorite. (She shows her a picture of Joey and Dawson as kids.) Definitely.

(Joey looks at it with distress. Gwen goes into the other room and Pacey comes up behind her.)

Pacey: Hey.

Joey: (Joey looks back at him, a little surprised.) Hey. (She turns and walks away)

[Leery's Fresh Fish. Jen is taking a reservation over the phone when Henry comes up to her.]

Jen: Party of 7, we will have your table at 8 then. Thank you, bye. (she hangs up)

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

Jen: She what?

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

Jen: Henry, your hands are shaking.

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

Jen: Well, what did you tell her?

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

Jen: Do you find her attractive?

Henry: What?

Jen: Well, do you or don't you?

Henry: No.

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

Henry: But-

Jen: And don't you dare tell me that I am jealous.

[Andie goes outside to find Will on the porch.]

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

Will: Yeah. Contemplating my next big score.

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

Will: How's that?

Andie: Oh, come on, the well-read pool shark, the blue-collar academic.

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

Andie: Yeah, about as obvious as the fact that you're pretty darn smart.

Will: That's nice of you to say.

Andie: So, uh, what makes you so unhappy?

Will: What do you mean?

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

Will: Too many things to mention, I guess.

Andie: Okay, so how about trying one.

Will: My father.

Andie: What's he like?

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

Andie: Sorry, Will.

[Leery's Fresh Fish Kitchen. Mitch and Gale both try a bite of a dish.]

Gale: Too mushy.

Mitch: Too crunchy.

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

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

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

Mitch: Maybe that's what it does mean.

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

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

Mitch: If we were such great friends, wouldn't we be married right now?

[Aunt Gwen's House. Karaoke night. Dawson watches as everyone sings Louie, Louie. Andie sings Oo child. Pacey sings Wild Thing.]

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

Dawson: No, I'm not gonna sing

Gwen: Get up here. (She drags them up.) Come on, Joey, ready?

Dawson: Oh no.

(They reluctantly get to their feet and take their microphones.)

Dawson and Joey: (more mumbling than singing) Oh I could hide 'neath the wings of the bluebird as she sings, the six o'clock alarm would never ring.

Dawson: I can't believe I'm doing this.

Both: (smiling and getting more into it) But it rings and I rise, wipe the sleep out of my eyes. My shaving razor's cold and it stings. Cheer up sleepy Jean, oh what can it mean to a Daydream Believer and a Homecoming Queen?

(Pacey, who's been watching with displeasure gets up and leaves. Joey watches him go with a worried expression.)

[Leery's Fresh Fish. Shelly goes up to Henry again as Jen looks on in rage. She storms over.]

Jen: Alright, Shelly, that's it get your boobs away from him.

Shelly: What is your problem?

Jen: This is my boyfriend you're flirting with and I don't appreciate it.

Shelly: Why didn't you tell me?

Jen: Because I have issues, okay?

Shelly: Clearly.

Jen: Listen, the point is that he's not yours, he's mine, and I have looked all over the place for one like him and I am not giving him up without a fight. So should you choose to continue to drape yourself all over him like the slutty wench that you are, you and me, we're gonna throw down.

(People around the restaurant look up. Shelly and Jen both shift uncomfortably)

Jen: (to Henry) Happy now? I'm jealous.

(Jen walks out.)

[Outside Aunt Gwen's, Joey finds Pacey sitting by himself.]

Joey: Are you okay?

Pacey: Not so much, no.

Joey: What's wrong?

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

Joey: Pacey, you're not supposed to compete, we're supposed to have our own his- (She stops) I didn't mean that.

Pacey: Well what did you mean?

Joey: I don't know anymore, Pacey.

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

Joey: Yes.

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

Joey: Really?

Pacey: Yes.

Joey: Then why did you come here, Pacey?

Pacey: You know, for a bright girl, you can be really daft sometimes. Why do you think I came here? (She tries to answer) I came here to be with you! It's as simple as that! When you like somebody, proximity is a good thing, regardless of how they feel about you. Or don't, as the case may be. (He begins to walk away.)

Joey: I felt it.

Pacey: (turning back to look at her) What?

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

Pacey: How did it feel?

Joey: It made me feel alive.

Pacey: Okay. Joey, I'm going to kiss you now.

Joey: You can't!

Pacey: Look, Jo, you can't say something like that and expect me not to kiss you, so that's exactly what I'm going to do. I'm gonna kiss ya, in about ten seconds, and if you don't want me to kiss you…well, if you don't want me to, I guess then you're just gonna have to stop me. (He comes closer. She looks up at him.) Ten. (He kisses her.)

(From behind, someone clears their throat. Caught in the act, they freeze and pull away.)

Joey: (whispers) Pacey.

(He sighs and turns around. Gwen is standing behind them.)

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

Gwen: That's a splendid idea, Pacey. Well, at least now I understand why you and Dawson aren't together.

Joey: Okay, um, I know you just saw that and I can explain--

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

Joey: It was just a mistake.

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

(Gwen goes inside. Joey looks down and sighs sadly.)

[Inside Gwen's House. Pacey sits dejectedly on the couch. Andie comes up to him.]

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

Pacey: Really. I was just thinking that now would be a good time to take up that dabilitating drug habit I've always wanted. (A beat) I'm just kidding.

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

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

Andie: Yeah, he told me about his father. It's pretty sad.

Pacey: He told you?

Andie: Yeah.

Pacey: Do you like him or something?

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

[Leery's Fresh Fish. Henry is looking around the back of the restaurant for Jen.]

Henry: Jen? (He starts to leave)

Jen: I'm in here. Just follow the trail of loser dust.

(He opens a door and finds her sitting on the floor.)

Henry: What are you doing in here?

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

Henry: Why are you crying?

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

Henry: And you're such a girl. Such a cute one.

Jen: Stop it. You're not supposed to say sweet nothings. You're supposed to be mad.

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

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

Henry: Why? Jealousy's a pretty natural human emotion.

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

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

Jen: What's that?

Henry: Seeing you in lingerie.

(They laugh. He kisses her.)

[Leery's Fresh Fish. Mitch finds Gale at one of the tables.]

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

Gale: Okay. (She gets up. He takes her into another room.)

Mitch: I was reading the toast and I got this urge to see him again. (They stop at a TV with their wedding video playing.) And you're right. It was beautiful. I had to let you go. I wanted you to stay, but you said no. You went to Philly and I had to let you go.

Gale: What does that have to do with anything?

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

Gale: Yesterday, I was looking at megan, this woman who had lost the love of her life. Suddenly, our problems just seemed-

Mitch: Trivial.

Gale: Or even past.

(Mitch takes her hand and they go into the middle of the floor to dance, as they dance on the video.)

[Aunt Gwen's house. Dawson looks through pictures of him and Joey singing karaoke as children. Joey comes in and he shows them to her.]

Dawson: Take a look at these. What a dork I was.

Joey: You weren't. (She looks at one of the pictures and laughs) Oh, maybe a little. (pauses) Can we talk?

Dawson: Yeah, what's up?

Joey: Um-

(Gwen comes into the room.)

Gwen: Um, sorry. I'm interrupting something. You can-

Joey: No it's okay. We can…later.

Dawson: Okay.

(Joey leaves.)

Gwen: I brought you something for your wall. (She shows him the painting of him and Joey.) Thought maybe it would help you find your way back.

Dawson: Way back to what.

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

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

Gwen: This is not my talent. Dawson, when my time is up I want to know that I did one thing well: loved somebody. The rest of this is just an expression of that one thing. What's your one thing? (Dawson tries to answer, but he can't say anything.) Okay, close your eyes, now paint your future. (He closes his eyes) What do you see?

[Outside Aunt Gwen's house. Joey walks over to Pacey who sits by a fire. She sits beside him]

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

Joey: I don't know.

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

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

Pacey: Do you really want it to work?

Joey: I tried to tell him.

Pacey: Really?

Joey: Yes.

Pacey: What happened?

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

Pacey: Well what would you have said to him?

Joey: I don't know.

Pacey: I don't believe you.

Joey: Pacey, I don't have any answers right now, okay? Can't you understand that?

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

Joey: What are you talking about?

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

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

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

Joey: What do you mean?

Pacey: I mean just that. I can't keep on kissing you. I've done it twice now. I can't be the one that's always initiating this. I can't be the one that's always giving you the answers. Look at me, Joey.

Joey: I can't.

Pacey: Please. (She looks up tearfully.) If you felt even one shred of what I feel for you, then we wouldn't be standing here having this conversation. (He walks away.)

Joey: Pacey. (She takes his hand and stops him. She looks at him for a minute, then kisses him as we fade to black.)