Joey sighed with frustration and turned onto her back, poking Pacey's side. "You snore."

He jerked awake and nearly fell off the side of the bed, "Gah!" He looked groggily over at her. "What was that for?"

She bit her lip, trying not to laugh. "You were snoring."

"Uhh," he let his head fall back on the pillow. "You should know better than to ruin a good dream."

"Well, your snoring was keeping me awake."

"Sorry?" He let his eyes fall closed again and he yawned.

"Just don't do it again." Just to annoy her, he started to snore again. She kicked him. "Stop it." He ignored her, the snorting sounds elevating in volume. "Pa-cey," she whined, and then grabbed her pillow, attempting to smother him with it.

He laughed and fought her off, using his superior strength...plus the element of surprise to roll her beneath him. "Not so confident now, huh, Potter?"

She stuck her tongue out at him. "Bite me."

"You shouldn't be sticking out your tongue if you don't plan to use it, Jo. It's cruel to tease a man like that."

She struggled beneath him. "Come on, Pacey, I'm tired."

"As am I, but someone decided to poke me."

"You were snoring!"

"I do not snore." He shifted so that her knee wasn’t pressed into his hip and found that it brought them even closer.

She arched an eyebrow. "You calling me a liar?"

"Not a liar per say," he tilted his head with a small smile. "Just a bender of truth."

Her eyes narrowed. "You were snoring."

His brow arched, "I think you were just lonely and wanted company."

"I think you're delusional."

"Oh yeah, definitely." He nodded eagerly.

"Get off me."

"Only cause you asked so nicely," he smiled down at her, and released her from his arms, trying to ignore the feeling of loss it left him with.

"No more snoring."

"Just roll me over onto my stomach if it happens again." He sighed and lay back down, tugging the blankets back over his legs.

"I wish I could just roll you over, but you're pretty heavy."

"Are you insinuating I'm fat?"

"I'm insinuating that you're much heavier than I am."

"Be creative," he shot her a quick smile and closed his eyes. And promptly began snoring.

Joey glared at him. "Stop it!"

He grinned and opened his eyes, "You are so easy."

She smacked him with her pillow. "You are not amusing."

"That's odd, because I find myself hilarious."

"You're not."

"That's because your sense of humor is distorted." He teased, giving her a soft smile.

"I think that's your sense of humor."

"Could be," he shrugged, turning on his side to look at her. "I tend towards the distorted, delusional, despicable and all those other nasty D-words."

She sighed tiredly, and let her eyes fall closed with a yawn. "Be gone, Satan."

"Nope, once you've invited Satan into your home, let alone your bed, you’re doomed."

"Then shut up."

"If you ask nicely."

"Please shut up."

"Your wish is my command," He fell silent.

She let out a quiet sigh of relief. "Thank you."

"Sorry I'm such a bother," he murmured easily, still watching her.

"Liar."

"I'm many things...but I'm no liar."

"So you say."

"I've never lied to you."

"Do the words: Trust me, mean anything to you?"

"Now technically," he smirked, "That was a request, not a declarative statement that could be either truth or lie."

She smiled. "Shut up."

"Just pointing out your flawed logic is all." He lay down so that he was on his stomach.

"You're so full of it."

"I'm full of a lot of things, Potter." He turned his head to watch her in the dark, "Which 'it' are you referring to?"

She arched an eyebrow. "Why are you being such a pain in the ass?"

"I was born that way, or have you forgotten the last sixteen years you've known me?"

She sighed. "What was I thinking?"

"Beats me. You, Josephine Potter, are the worlds biggest mystery."

"Aren't you tired?"

He lifted his head and glanced over at her clock glowing on her dresser. It was well past two in the morning. "I should be, shouldn't I?"

She nodded, burying her head in her pillow, her words muffled. "Yes."

"Odd how that works out." He looked over at her and nudged her with his arm, "Hey. I'm sorry for waking you up."

She turned to look at him a smile on her face. "Liar."

"For future reference, most guys don't take kindly to being told they lie all the time. You might want to consider that next time you're sharing a bed with AJ."

She giggled. "Speaking from experience, Pacey?"

He had to smile, he couldn't help it. She did that to him. "Unfortunately."

"Left some girl pretty disappointed, huh?"

His grin was cocky, "I can safely say I didn't leave her disappointed, Jo. Andie fell asleep quite satisfied that night."

She shrugged. "If you say so."

"I could always give you a hands on demonstration."

"You wish."

"No, I think you wish, Potter." He challenged, his voice husky, "I know all about your and Dawson's shy little gropes. Don't you ever wonder what it's like?"

She bit her lip. "You don't know anything."

"Now who's the liar?"

She glared. "Bite me."

"Joey, don't tempt me."

"I don't care."

He pushed up on his elbows and looked over a her. "I think I hit a nerve."

She rolled her eyes. "Shut up."

He reached over and smoothed a few wayward strands of her hair behind her ear. "We're friends now. Friends talk about these sort of things."

She sighed. "So what do you want me to say?"

"I was curious...aren't you?"

She shrugged uncomfortably. "Yeah..."

He realized he had to tread very carefully here. Wherever here was, he wasn't entirely sure how they'd gotten into this conversation or where it would lead. He licked his lip, "That's the first step, admitting you are, in fact, curious."

She nibbled on her lower lip unsurely. "Okay..."

"The next step would be finding yourself someone who knows what they're talking about. Tada...here I am."

"Just my luck," she said dryly.

"You don't know how lucky you're about to be." He wagged his eyebrows playfully at her.

She muffled a yawn. "Whatever."

He chuckled, "I can tell you're just shaking with excitement." He lay his head back down, "'Night, Jo."

She was silent for a moment. "I hate you."

His lips curved into an empty smile and his eyes slid open, "What did I do now?"

She punched his arm. "Don't act dumb."

"Violent much?"

"I should make you sleep on the floor."

"You could, but then you wouldn't find out what you want to know." He sighed, "Besides we both know how much you like sleeping with me."

"I think that's more of your delusions."

"They're all I have, Potter." He turned his head to look at her. "What do you wanna know?"

"Well, I know the logistics..."

"We learned the logistics in fifth grade," he reminded her. "They certainly haven't changed any."

She bit her lip. "What's it like?"

He grinned at her to ease the tension, "Like warm apple pie."

She rolled her eyes and turned onto her back with an exasperated sigh. "Forget it. I should have known better."

"It's like...nothing you can imagine." He admitted into the dark. "Even if you...you know, by yourself...it's nothing like the real thing."

She smirked. "And you would know."

"A man has needs," he defended himself with a half-smile.

"I'm sure."

"Don't tell me you've never gone exploring, Jo. Women do it just as often as men." He paused, "Okay, probably not just as often..."

She folded her arms across her chest, and shrugged uneasily. "I haven't, okay. I've just never felt the need to."

An eyebrow lifted in her direction, "How is that possible? I mean, even if you chose not to...haven't you felt the urge?"

"Not really."

"Not even after making out with Dawson or College guy?" She shook her head. "So you've never even been turned on by a guy?" He said more to himself than to her.

"I've just never felt the need to do...that."

"You just haven't had the right inspiration."

"I don't think so."

"Why do you think you haven't been turned on, then?"

"It's not like I haven't been turned on."

"When was the last time?"

She shrugged. "I don't know."

"Hmmmm."

She glanced at him reluctantly. "What?"

He turned on his side and met her gaze nervously, "Let me try something."

"Try what?"

"Nothing you'll slap me for. I wont touch you, so you don't have to freak out or anything."

She eyed him wearily. "Okay..."

"Okay, close your eyes."

"Fine." She settled back against her pillow, and let her eyes fall shut.

"Picture someone," he relaxed slightly and watched her. "Man or woman," he smirked, "if you swing that way."

"You are so not amusing."

"Keep your eyes closed," he reminded her. "Picture AJ or Dawson or whatever movie star has caught your fancy. Just...just don't tell me who."

She nodded. "Alright."

"Okay," his voice lowered a few decibels. "Picture him in front of you, smiling at you in that special way he has that makes your knees go weak."

She sighed. "I'm not seeing the point to this."

"Give it a chance. Are you picturing him?"

"Yeah."

"You're right. You know what," he sighed, "Forget about it. It was stupid." What had he been thinking? Trying to get her aroused, as if she'd let him. And even if she did...what exactly did he expect to happen? That she'd stop thinking about her fantasy man and decide to jump him? And if she had some sort of short-circut in her brain and that did happen, he wouldn't want her that way.

Joey sighed softly, a smile curving her lips. "Fine."

He glanced over at her again, "What are you smiling for?"

"No reason in particular."

"No reason you want to tell me, you mean."

"It's just..." She was quiet for a moment. "You know how you can think of someone and it makes you smile?"

"Yeah, Potter, I do." He gave her a weak smile, "College Boy?"

She nodded. "Yeah."

"He's really that amazing, huh?" *Masochist*.

"I like him."

"That much is obvious, Jo. What's so great about this guy?" *Also known as, what's he got that I don't?*

She smirked. "The list is long."

"Well, get on with it. Maybe it'll put me to sleep." Dear lord, what the hell was he doing to himself?

"Well, he's smart and he's cute."

He fisted his hands in the pillow where she couldn't see. "So are lots of people."

"And he's obviously very interested in me."

*So am I*. "Uh huh."

"He's not particularly cringe worthy."

"Cringe worthy?"

"He's definite relationship material."

"And what constitutes relationship material in Joey Potter's book?" He wondered out loud, forcing himself to meet her eyes.

"There are boys like Chris Wolfe and there are boys like AJ."

"And then there are boys like me," he filled in for her.

"Right."

"I take it Dawson and AJ fall into the same category, and I fall in with Chris's crowd."

"Maybe."

"You might considering broadening your definition of what kind of guy is datable. Two isn't a very high number."

"Your point?"

"Maybe I don't have one?" He sighed dejectedly and rolled onto his side away from her. "I'm starting to feel tired again, can we just go to sleep?"

She nodded, muffling a yawn. "Yeah."

"Goodnight," he said shortly, forcing his eyes closed, his entire body tense as his thoughts swirled around in his head.

She turned onto her side, hugging her pillow closely. "Night."

Sleep was a long time coming for him.

The hand resting on Pacey’s bare abdomen rose and fell with each breath as morning light streamed in through the window, glinting gold on her dark hair. Pacey came awake, disoriented at the feeling of warmth and affection surrounding him. His eyelashes fluttered as they opened and he realized where he was, and who the arm around his waist belonged to. Swallowing thickly, he closed his eyes again, absorbing the feel of her soft body pressed against his side. He didn't dare move in case she woke up.

She sighed quietly in her sleep, settling herself even closer against him. Her lips parted as she drew in a soft breath, her long lashes resting against her cheeks.

He knew it was wrong...hideously wrong. But that wasn't going to stop him from doing it. Who could expect him to just lay there, without moving, when she was all snuggled up to him, her breath warming his neck and her breasts pressed against his arm. If he was careful, he could pull it off without waking her. Debating a moment longer, he shifted slowly so that his face was even with hers. No one who had ever felt what he was feeling that very second could ever blame him for what he was about to do.

Licking his lips, he watched her breathe for a moment, his heart beating ever faster as he worked up the nerve to kiss her. His eyes slid closed and he leaned forward, just barely grazing his lips against hers.

His heart skipped a painful beat.

Quickly, he pulled back to look into her face. Nothing. Knowing that he should stop right then and there, he leaned forward again, kissing her longer, letting his lips linger over hers with the lightest pressure. Joey smiled sleepily, slowly dragging her eyes open, in no rush to wake up. Her eyes flew open and she pulled back suddenly.

Inwardly, Pacey cringed. Thinking fast, he opened his eyes, "You’re-you’re not Heather Graham."

She made a face of disgust. "Ohhh, ewww."

She scrambled away from him and he tried not to feel the stab of hurt. "Sorry Potter."

She eyed him disbelief. "Geez, Pacey."

"What do you want me to say?" He sat up on the bed and swung his legs over the edge, letting his head fall into his hands. "I was having a dream. It got carried away."

She threw her pillow at him. "You're such a pervert."

Biting the inside of his cheek as hard as he could, he stood up and pulled on his clothes. "I've gotta--I need to go," he managed to get out. "Are you coming to the show tonight?" He didn't turn to look at her as he forced his feet into the shoes, too impatient to leave to bother tying the laces.

She shrugged. "Yeah, probably."

"Don't bother if you don't want to be there," his voice was unnaturally thick as he grabbed his jacket, keeping his back to her. "Bye." He was gone before he could ear her reply.

"I’ll be there."

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