Pacey yawned as he stepped out into the hall the next night, wearing only a pair of flannel pants. He woke up at two in the morning with an unsettling feeling in the pit of his stomach. He saw the flicker of light from the tv set illuminating the walls, he swore he had turned it off before he went to bed. He paused spotting Joey sitting on the couch, her back to him as she stared at the screen.

"Jo? What are you doing up?" He wondered, walking around the couch to sit beside her.

She shrugged. "Watching television?"

"Yeah? What are you watching?" He fastened dark blue eyes on her.

"I'm not even sure."

"Okay, so what's wrong, Potter?" He turned down the volume and sat back to look at her.

"Nothing. I couldn't sleep. So I'm watching some TV."

He arched an eyebrow, but remained silent, letting his eyes drift from the television to her.

She flipped through the channels aimlessly for a few minutes for yawning and shutting the television off. "Okay, I think I'm ready for bed now."

He caught her hand when she stood up to pass him. "What's going on, Potter?"

"Nothing is going on."

"Don't even try and pretend that I can't see through you, Jo. I'm offended that you think you can lie to me."

She rolled her eyes. "What the hell are you talking about?"

"Fine." He released her hand, his eyes darkening. "You don't want to talk to me? Don't."

"There's nothing to talk about." She sighed in exasperation.

"No. You're absolutely right. There is nothing to talk about. You have nothing to say to me anymore. Ever."

"I have no idea what you're talking about."

"Never mind," He rose from the couch and crossed to the stereo. He looked through their collection of CD's. "Go to bed."

"I am."

"Good." He flipped through the CD's before picking out something StainD. He felt like something loud and depressing.

She turned and slammed the door to her bedroom shut behind her.

Pacey listened to the pounding music, searching for something to do with himself. Sleep wasn't an option. It bothered him that Joey seemed to be closing herself off to him. Maybe he was just making a big deal out of nothing. Maybe the fact that she'd slept with Christian on the first date was bothering him. And it shouldn't...He snorted, he was just over reacting. If she wanted to sleep with a complete stranger, that was her business, he couldn't protect her from herself. Even if he wanted to.

Joey stepped out of her room ten minutes later and shut off the stereo. "Some people would like to get some sleep." He turned it back on, ignoring her. She glared and turned it off. "Stop it."

"I feel like listening to music." He told her, "You can barely hear it in your room."

"I can hear it. That's why I shut it off."

"What the hell is wrong with you?" He turned it back on again.

"There's nothing wrong with me," she snapped. "Why the hell can't you just shut off the damn music?"

"Because I want to listen to it!"

"Well listen to it later! When I'm not trying to sleep." She flipped the stereo off.

"Deal with it," he turned it back on.

Her eyes narrowed. "You're such an ass."

"You're such a bitch."

"Bite me." She turned the stereo off and then yanked the plug.

"Never." He turned his back to her and plugged it back in. This time he turned the music on even louder.

She switched it off. "Stop it!"

He switched it back on, "You stop it!"

She turned it off. "You're the one being annoying!"

He flipped it back on. "Calling the kettle black now, Jo?"

"You're the one being the jerk."

"You're the one being distant!"

"I'm not being distant! I'm trying to get some sleep!"

"So go to sleep! I'm not stopping you!"

"Turn off the music."

"Nope!"

"Ugh!" She threw her hands up in frustration and stomped over to her room, slamming the door behind her.

He turned the CD player back on, but it was an empty victory. Now there was no denying that there was something definatly wrong between the two of them.

Joey didn't bother with the light when the door was closed and fumbled around in her dresser drawer for the bottle of sleeping pills she kept in there since it seemed there was no other way she'd be able to get some sleep that night. She glared at the door in annoyance.

She was interuppted by a knock on the door, and Pacey's head peeked around the corner. She sighed at the light filtering in from the hallway and frowned. "What do you want?"

"I just wanted to apologize." He stepped into the room. "For being an ass as usual."

"You know what? It's fine. Whatever."

"It's not fine, Potter. Not fine at all." He walked into the room. He saw the sleeping pills in her hand, and took them from her. "These, are not fine."

She rolled her eyes. "I don't recall asking your opinion."

"You were supposed to stop taking these after your ribs healed."

"And your point is?"

"Why are you still taking them?"

She shrugged. "Just when I have trouble sleeping."

"And how often is that?"

"I don't mark it on my calendar."

"Potter."

"What?"

He put the pills on the counter and moved closer to her, "What is going on with you?"

"Nothing's going on."

"Right. Because it's completely normal for you to sleep with a guy on the first date, take sleeping pills and completely blow me off."

"Last time I checked, I was a grown woman allowed to make her own choices."

"And the last time I checked you and I were friends."

She eyed him disinterestedly. "And once again I fail to see your point."

He let out an exhasperated groan, "I just care about you, Joey. What is going on?"

"Did I not just tell you that nothing was going on."

"In case I didn't mention it before, I didn't believe you then, and I don't believe you now."

"That's just too bad for you then."

"Do you want to alienate me or something?"

"I don't see what the big deal is."

"Joey, Joey, Joey." He put his hands on her shoulders, "Listen to me, Potter. I'll go slow so you can understand, okay? You are acting strange. I, as your friend, roommate and ex-lover, am concerned for your welfare."

"Your concern is duly noted but I don't need it."

"Then what exactly is it that you need?"

"I don't need anything."

Pacey frowned, "You're impossible, you know that?" He threw himself back over her bed and folded his arms behind his head. "I'm not leaving until you tell me what's going on."

She groaned. "Don't you think you're overreacting?"

"Nope. Overreacting would be dumping the pills down the drain and then pinning you to the bed."

She raised an eyebrow. "Pinning me to the bed?" she repeated dubiously.

He gave her a wicked smile, "You've always been more vocal on your back."

She stuck her tongue out. "Not funny."

"It wasn't a joke."

"Jerk." She rolled her eyes then nibbled her lip lightly.

"So, ya gonna tell me or what?"

"There's nothing to tell."

"Okay." He simply watched her stand uncomfortably beside the bed as he lay across her matress.

She gestured toward the door. "So get lost."

"Nope. You're not getting rid of me that easy. I'm persistant."

She shook her head. "No, the term you're looking for is annoying."

"I'll comprimise with stubborn."

She pursed her lips together and climbed on the bed, purposely straddling his waist. Her head tilted thoughtfully. "So what did you think of Christian, Pacey?"

His eyes darkened as she settled on top of him, he paused before answering. "I thought you were too good for him."

She smirked. "According to you, I'm too good for anyone."

He tilted his head, "Yeah, well. Someone's got to look out for you." He frowned, "What kind name is Christian anyways. Does he even read the Bible?"

She lifted a shoulder. "We didn't really talk about that."

"As far as I could tell there wasn't much talking going on at all, now was there?"

"Had to entertain myself somehow."

His eyes narrowed, "It didn't sound like you were having much fun. In fact, it sounded like Christian was gleaning the most entertainment from your encounter."

"Which probably explains why there's no second date."

"Why was there a first date to begin with?"

"He was cute."

"Since when are good looks your criteria for choosing a date?"

"I was sexually frustrated," she said simply.

"That's what vibrators are for."

She smiled. "There are some things a vibrator just can't do."

"So is this going to turn into a regular thing? You bringing home a random man and I get to listen to him proclaim his manliness through the paper thin walls?" He worked hard at keeping himself from feeling anything through the material of his flannel pants.

"Oh, I'm sure sometimes I'll go over to their place."

He grimaced, "Only sometimes?"

She poked his chest accusingly. "Hey, I've had to deal with you and your girlfriends."

"That's different."

"How is that different?"

"Because you're you, and I'm me. You're better than that."

She smirked again. "And you wonder why I need the sleeping pills."

"You don't need the sleeping pills." He frowned, "They aren't good for you, Potter."

"Oh yeah?" She narrowed her eyes challengingly, licked her lips and threw her head back before proceeding to do her best imitation of woman during an orgasm, complete with moans and yells. She stopped then smiled. "You try sleeping through that."

He swallowed, biting the inside of his cheek at the naughty thoughts she was generating, "I'm usually wide awake at that point." He shifted his hips, trying to move away from her.

"Amazingly, so am I."

He frowned, "It shouldn't be a problem anymore." Unable to keep himself from touching her, he unfold one arm from under his head and placed it just above her knee. The simple contact was gratifying, distracting him from the feel of her perched atop him.

"And why won't it be a problem anymore?"

"Because I'm not seeing Shandra anymore."

"So I'll have a small reprieve before the new girl comes along."

"And that's how you see me," he trailed his fingers up over her thigh, the slowly back down. "As this man-whore?"

"Of course not." She stuck her tongue between her teeth. "I just think you're a whore," she said teasingly.

"Just so you know...I'm not nearly as slutty as everyone thinks I am."

She arched an eyebrow. "You're not?"

"Nope," he smiled. "I'm not."

"Okay then."

"If you don't wanna believe me, that's your perogative. When you think about it, I really haven't dated that many women." The rough pads of his fingers moved higher over her leg, sliding the hem of her nightshirt up a few inches. "But honestly, I'm settling down. I'm not going to date anyone that wont make a good mother for my children."

"Hell, if she even agrees to be the mother of your spawn, you should keep her."

"Ha ha, you're so funny, Potter." His hand slid under her shirt to rest on the bare curve of her hip. "If you think you've distracted me, you're wrong. What's gotten under your skin, Jo?"

Her lips curved into a grin. "If I tell you I'm not wearing any underwear would that distract you enough? Because I'm not. Wearing any that is."

He groaned as he stiffened beneath her. "You're killing me, Jo."

She rolled her eyes. "Oh please."

"Do you plan on getting off, or what?" He shifted again, and slid his hand back over the curve of her ass. "You really aren't wearing any underwear," he declared, looking up at her wide-eyed.

"Nice choice of words." She smirked and batted her lashes. "Of course, why would I lie?"

"What's wrong, Potter?"

"I already told you nothing was wrong."

"You're not wearing underwear, and you're sitting on me. This is not normal Joey Potter behavior."

"Fine. I'll get off you then."

Before she could move, he flipped her over and pinned her to the bed. He held her hands securely over her head with one hand. Gently, he settled his weight over her, insuring her immobility. "I may be over reacting," he said, a half smile on his face, "But it's only because I care."

"Sure..."

His warm breath caressed her face, "So, tell me, Joey."

Her tongue darted out to wet her lips. "Tell you what?"

"Why you're acting so strange." He replied in a hushed voice, his eyes slowly scanning her face, lingering on her eyes and lips. "Why you've been distancing yourself from me. Why you're not wearing any underwear. Why I've got you pinned to the bed. And why I'm going to kiss you in about ten seconds."

"Ten seconds?" She breathed. "Really that long?"

"I could wait longer..." he brushed his lips teasingly along her jaw.

A soft sigh. "Please don't."

His lips fluttered over hers with each word, "Please talk to me."

She groaned. "Would you just shut up and kiss me already?"

"I want to..." Oh God, did he want her.

"Then what's stopping you?"

"Because I know if we start this now, I'm never going to find out why you've been acting so strange." He placed a soft kiss just below her jaw.

She shifted restlessly. "Please, Pacey."

"Promise to tell me."

"Promise."

As soon as the word slipped through her lips, he claimed them with his own. Her lips fell open at the slightest pressure from his own, and his tongue swept into her mouth, to reaquiant itself with the rich, sweet taste of her.

She moaned softly, her eyes fluttering shut and she arched up against him, begging to be touched. He released her hands, forgetting to hold them in place, and slipped his arm beneath her, pulling her closer against him. Free, Joey's hands began their own fervored perusal of his body.

His lips slid down over hers, along her jaw and down her neck--soft, wet kisses that warmed her blood. "Tell me where," he murmured against her neck, gently sucking the skin between his lips.

She had trouble concentrating on anything but the delicious aching in her veins. "W-what?"

"Tell me what you want," he kissed her again and pulled away, his fingers skimming over her skin.

Her eyes glinted and a silky smile crossed her lips. "Guess."

He perused her body, his eyes greedily passing over the contours of her body, knowing she was his one again. If only for that one night. "Where to start...where to start..."

A corner of her mouth turned up slightly. "Has it been that long?"

"Forgive me," he teased, "It's been so long since I've been with a woman of your beauty. At least eight years."

"Liar."

"You'd like to think that, wouldn't you." He slid down her body slowly until he reached the hem of her night shirt. With lazy reverence, he slid the material up, revealing the pale skin of her abdomen. "I never did find anyone nearly as beautiful you." He placed a heady kiss just below her belly button. He lifted his eyes to hers, "Shaved legs or no."

She could barely repress a shiver as she gazed down at him and she nodded slowly, biting down on her lip. He moved up to her belly button, pausing to dip his tongue inside. A small gasp escaped her lips and she raised herself onto her elbows with a giggle. "That's where you decided to start?"

"It's as good a place as any." He nipped at the skin of her stomach and then smiled warmly at her.

She rolled her eyes with a small laugh and laid back. "Whatever."

He licked a trail up her stomach, pushing the material higher over her chest. Pulling away he gazed down at her newly bared breasts. With his index finger, he traced the curve of one breast, spiriling around her nipple, watching as the closer he got the harder it became.

Joey inhaled sharply and chewed on her lower lip. "You're such a tease."

"You'd rather I rush it, roll over after two minutes of humping and start snoring?" He brushed his thumb over her nipple.

She groaned with a small smile. "It's been so long I've forgotten what foreplay is."

"You mean Christian didn't?" He tilted his head, and traced the underside of her breast with the tip of his tongue.

She shifted impatiently and shook her head quickly. "Oh God no."

He blew softly over her nipple before swiping his tongue over the hardened tip. "A beautiful women is like a full course meal...you can't truely appreciate the dessert unless you've sampled the appetizer," he nipped ever so gently at her nipple, at the same time he moved his fingers to the apex of her thighs, moistening them with the evidence of her desire. He then drew them to his lips, tasting her, "the soup, and..." he moved over her, whispering against her lips, "The main course."

She grinned. "Did you think of that all by yourself?"

He smiled, "I actually read it somewhere. Believe me, it sounded much better in writing," he dipped his head and caught her lower lip between his.

"I'll just have to take your word for it."

He slid his hands up her shirt, and she arched her back so he could pull it over her head. "Much better, Potter," he smiled before placing a series of kisses over her shoulder.

She sighed. "Mmm...Pace, this is a bad idea."

"Uh huh..." he murmured against her skin, grazing his lips over her skin until he reached her breast. His tongue snaked out, winding a path to her nipple.

She held back a small moan. "I--I'm serious."

"Yeah, me too." He suckled her nipple into his mouth.

She caught her lip between her teeth. "I think we should stop."

He released her from his mouth and met her eyes. Patiently he waited for her to say something.

She edged back as her hand sought out her shirt. "Thank you."

He moved off of her with a sigh, his erection painfully tenting his flannel pants. "Now I know something is wrong."

She leaned over and reached for her shirt before pulling it on. "Just get out of my room."

He frowned at her, "You do realize you almost slept with me right?"

"I regained my sanity just in time."

"And you said I had no reason to worry. Talk to me, Potter."

"I think it's time for me to move out."

"What?!" He whipped his head around to look at her.

"You heard me."

"Yeah, I heard you. Where did that come from? Why?"

"I'm tired of living with you."

His brow furrowed, "Since when?"

"I just need my own place."

"So is that what all this has been about? You want to leave?"

She carefully fluffed her pillow. "I think it's best if I do."

"And you didn't think this was something you might have discussed with me?"

"Aren't we discussing it now?"

"No, this is you telling me you're leaving." He cursed under his breath. "This isn't us discussing it."

She gave him a level look. "Well, what's to discuss?"

"Well, there's..." he paused. "And how..." He frowned in frustration. "Why? I don't get it, Jo. Why do you want to move out?"

"I just feel it's time."

He gave her a side-long look. "I don't suppose there's some way I could change your mind?"

"I don't think so."

He stood up, "Alright then."

She lifted her covers and slid under. "Goodnight then."

"Yeah," he headed for the door. "'Night, Potter."

"Whatever." He didn't reply as he left, closing her door tightly behind him.