So, here he was, his arms wrapped around a beautiful girl--who just happened to be willing to sleep with him. And you know what he was feeling? Nothing. He couldn't be any less aroused if he was swimming in the Arctic Sea. They both pulled away simultaneously.

"Nothing," She muttered.

"Nothing! Ahh! You?" He asked obviously frustrated.

"Nothing," She admitted again.

He let out a frustrated groan and propped himself up on his elbow to frown down at the woman in his arms.

"God, Pacey, this is weird." She mumbled.

"It really is." He said frustrated, "It's the damnedest thing." He said, trying to force out the nagging voice in the back of his mind that kept repeating the one name he was trying to forget. "I mean, how are we supposed to have some purely sexual affair if every time we get together..."

"There's no sexual tension."

"Nada," he proclaimed waving his hand.

"Zilch."

He sighed this was getting unbelievable.

"If its me--" They said at the same time.

They both shook their heads, "No it's not you, it's me."

"No, no I mean we're both two highly sexually charged people," Jen pointed out.

"Absolutely! Look at our track records," Pacey agreed.

"Oh yeah."

"We're all that and then some, thank you very much," He said but then again, if they were 'all that' then why didn't they want each other? This was getting too frustrating.

The nagging voice in the back of his mind reminded him once more why he didn't want Jen. He grit his teeth in self-hatred, why couldn't he just forget about her? He was here with Jen; he needed to think about Jen. Forget about J-, her words interrupted his inner monologue.

"And look at the measures that we've gone through today." He nodded rising to his knees.

"We've come properly equipped..." He smiled pulling out a condom from his pocket.

"And we've picked the perfect locale." She finished for him.

"Absolutely." He agreed, putting the condom back in the front of his shirt pocket, "You know, Dawson and Mr. Leery both at school for the afternoon, window's always open, this was sheer genius on your part." He smiled, pulling her up against him so she was flush with his body.

Jen smiled mischievously, "Grams always said that that ladder was an invitation to sin."

He arched an eyebrow in invitation. They kissed again, still feeling nothing. They pull away abruptly and sigh.

"Just starting to get depressing," He said with a shake of his head.

They sat on the edge of the bed and began to pull their shoes back on.

"All right, I'll tell you what, why don't we give it a week, keep trying in hopes that whatever sexual spark once flickered will burn again," Jen said matter-of-factly.

Pacey was about to reply when they heard a door slam downstairs.

"Whoa, did you just hear somebody come into the house?" He asked straining to try and hear anything. Jen looked at him nervously before bolting for the window and he rushed to grab his things, unwilling to risk getting caught.

The footsteps he only thought he'd heard came closer and realizing it was too late to make a get away, he spied the Play station close by, and dove for it and preyed that whoever it was wouldn't notice that the TV was turned off.

Dawson Leery entered the room. Obviously confused by his best friend's presence.

"Pacey."

"Hey, man, what's happening?" He said hoping he didn't sound nervous.

"What are you doing in my room in the middle of a school day?" Dawson asked sounding even more confused.

"Just playing some Crash Bandicoot. What are you doing home?" Pacey asked knowing he didn't sound normal.

Pacey prayed that Dawson wouldn't notice that neither the TV or Play Station were on.

If he noticed, he didn't comment on it. He just looked at him strangely and said slowly, "I had a dentist appointment. I came back to get my books."

"You, uh, have any cavities?" He asked, rising from his position on the floor.

"No," Again with the confusion, "How-how did you get in?"

Pacey pointedly avoided the question. "Is that clock right on the VCR? Cuz if it is, man, I should really be getting to school." He headed for the door.

Dawson looked down at Pacey's feet, "Aren't you forgetting something?"

He looked around the room nervously, fearing he'd left some telltale evidence of his and Jen's activities behind. "I don't think so."

"You sure?"

"Pretty sure, yeah." He nodded.

Dawson gestured at Pacey's feet, "Cause you're only wearing one shoe."

Pacey laughed, more so in relief than because he found the situation even remotely funny.

Dawson raised his eyebrows, "Are you going to get it or are you planning on making a fashion statement with only one shoe?"

"I donno, you really think Capeside could handle this kind of cutting edge fashion?" He moved passed his friend to gather his missing shoe, he slipped it on.

"I don't know Pace, I don't think Capeside can even handle you," He gestured towards the door, whatever confusion he felt before, was being ignored now. "Do you want a ride or our you going to hop your way back to school?"

"A ride would be greatly appreciated." Pacey nodded.

"Let's go," Dawson held the door open for him and then followed him down the stairs.

Frustrated, Pacey rose from his seat and began pacing the aisles of the science lab, the only available classroom they could find. "Can we take a break, please?" he begged, pitifully.

Joey shook her head, "We just took a break. No wonder you're so far behind. I swear, Alexander can sit still longer than you can."

"You don't understand, okay?" He attempted to explain his obvious frustration to her. It wasn't her fault that he couldn't concentrate; she at least deserved to know why. "It's just that recently, whenever I crack a book to study, its like I automatically want to be doing something else--anything else. I mean, it seems to me that under the previous regimes in my life, every time I was studying, I was given a reward."

She shrugged her shoulders. “I offered you Chex Mix," She told him weakly.

He rolled his eyes, "And I'm not talking about Chex mix. I'm talking about Tamara and I'm talking about Andie. Let's just say that those two ladies, they trained me to acquaint studying with..." he trailed off.

She looked at him weirdly, "With what?"

"Sex," He blurted out, "I acquaint studying with sex, sex with studying. Now I get the studying, but no sex, you understand? So it's a little hard to get motivated these days." He frowned.

Inwardly, she sighed. So much for finding the other track in Pacey's mind, there was no such thing. "So what you're saying is that you're merely the innocent victim in some behavioral psychology experiment gone horribly awry?"

"Yeah," he agreed, surprised at her understanding.

Then she got an idea. She began to move seductively towards him, "And that you're desperately in need of some able-bodied female to help you provoke those preconditioned Pavlovian homework responses?"

"Yes," he tried to ignore the implications of her words. After all, this was Joey Potter, reigning Ice Queen. She couldn't be implying what he thought she was implying.

She stopped and folded her arms, "That is the worst pick-up line I have ever heard, Pacey."

"Thanks, Toots," he smirked at her, "but I wasn't hittin' on ya. I'll have you know I have my own prospects, thanks." He replied smugly.

She laughed, "Like who?"

He chuckled, "For right now, they would prefer to remain anonymous, but let me tell you, they've made it clear to me in no uncertain terms that should the mutual desire occur, that they will be more than willing to take care of all my physical needs, you understand?" He boasted, trying to goad her.

She raised her eyebrows, "So is this a potential relationship or are we talking a free-trade agreement?"

"All right, listen," Despite their rocky relationship, he trusted Joey's opinion above anyone else’s. "If you had the opportunity to be with somebody, no questions asked, no strings attached, no awkward first dates, no waiting by the phone, no any of that. Totally on the surface. 100% casual. What would you do? Would you go for it?"

Despite his sexual bravado, Joey knew that didn't sound like Pacey. "A totally empty, emotionally unfulfilling sexual experience? That sounds great."

Her honest opinion meant a lot to him. He attempted to show her the whole picture, for some reason, he wanted her approval. "You're not listening to me. I'm being serious, but it's kind of a limited-time offer, so I just thought I'd ask you, what do you think?" He waited nervously for her answer.

He seemed serious, so she rested her elbows on the table and her chin in her hand. And answered honestly, "Pacey, I think that if you really wanted to be having causal sex with someone right now, you'd be doing it instead of sitting here having a hypothetical discussion about it. That's what I think."

"Maybe I already am, Potter." He suggested lightly. Just to see her reaction.

She leaned in, seductively like she had before, "Then I think you need to consult your dictionary. Because, knowing horn dogs like you, you'd be studying with someone else, if ya know what I mean."

"Maybe I get off on just the pleasure of your company?" He gave her a sickeningly sweet smile.

She rolled her eyes, "If that's the case, Witter, I suggest that you find a new tutor." She stood up to leave.

He caught her arm, "Then who would you get to mambo with you? Besides, if I was getting off on being near you, don't you think my grades would be through the roof? I practically live at the B & B."

"Glad to know you enjoy being in my presence so much," She said, shrugging his arm off. Something about what he said had just pissed her off.

"But seriously, Jo," his voice softened. "If I did accept that kind of...relationship, would you think any less of me?"

She softened slightly, "Yeah, I would."

He looked down at his hands, hating himself for caring so much about her opinion of him. "Why?"

She sat down on top of a desk, "Because you deserve better than that. You deserve to have someone that genuinely cares and loves for you."

"Oh, like the last person who 'loved' me?" He asked with a small smile to indicate he was over it.

She scrambled off the desk and put her hand on his shoulder, "But you still deserve something better."

He sighed, touched that she held him in such high regard. "Maybe, maybe not. What if I'm just your average horny teen who'll do anything to get laid? Including, but not limited to, sleeping with someone he doesn't love."

She tilted her head, "You're not average Pacey, if you were, I wouldn't hang out with you."

"Maybe I am callous enough to have sex without feeling. What makes you so sure of my character, huh? How do you know me so well?" A hint of anger tinged his words.

"Gee I don't know, Pace, we've only known each other our entire lives, I think I've had a chance to get to know you," She said, anger also coloring her words.

"Then, I think you'd know that I am capable of emotionless sex. That I want it. That I'm going to get it." He paused, allowing himself to calm down. "Just as well as I know that you'll hate me for it."

"I won't hate you Pacey, I'll think less of you though," She said, "And what about your prospect, maybe she's just saying she wants it, but how do you know that you won't end up hurt in the end?"

"I can't say that I wont. But the chances that I'll get hurt are slim to nil when I'm not risking my heart."

"Then why risk it on something so emotionless, and not something that you love?"

"What better way to drown your sorrows when you can't have the one you love?"

"I don't know Pacey," She said, "But who else are you willing to hurt while drowning your sorrows?"

"Who exactly stands to get hurt by my actions? My, shall I say, partner is in the same boat I am. And Andie first of all, wont know about it, and secondly, isn't in a position to complain."

"So you're taking advantage of each other's hurt?"

"No, we're providing one another with comfort, physical comfort."

"That's taking advantage," She pointed out.

"No, it's not. Haven't you ever just wanted to reach out and touch someone? To have someone be there to hold? There's something to be said for purely physical comfort, it's like nothing else. I wont lie and say it's better than being in love...it's not. But when it's all you have..." he trailed off, willing her to look him in the eye and accept his words.

She sighed, defeated, "So this person, is it a friend or a random person off the street?"

"She's someone I hold in high regard," he answered slowly. "I'm not about to jump into this with a stranger."

"If you hold her in high regard, than why are you having casual sex with her?"

"Because, despite the fact we don't have feelings for one another, we do have hormones. We agree that it's a waste to abstain from something that could bring us both pleasure," he spoke as though it were the most obvious thing in the world. "And, we're not having sex. Not yet." He clarified.

"Let me ask you a question Pacey," She said, choosing her words carefully, "Do you hold me in high regard?"

"The highest." He answered immediately, watching her closely in the dim light of the classroom.

"So are you going to have casual sex with me too?" She asked two could play at this game.

He was taken back by her boldness, shocked into silence for a few moments.. "Is that a proposition?" he leered, avoiding the real question.

"What if it was?" She challenged him, "Would you take me right here?"

"That depends," he grinned wolfish at her, advancing a few steps to where she sat on the lab bench, "Is it?"

She smiled back, "Yes, it is."

He forced himself to swallow and take a step away from her. "Then, no. I couldn't." He muttered, looking away from her.

She smiled, victoriously; ignoring the disappointment she felt when he said no--where did that come from? "Than how come you can with the other?"

"With her there are no emotional ties," he answered simply, his eyes returned to her face, to see her reaction.

"And there's so much emotion in our relationship Pacey," She replied sarcastically.

"Maybe not for you."

"That sounds," She searched for a word, "Rather, I don't know, it just doesn't add up. I think you're lying about the real reason."

"Lying? Then what do you think the real reason is?" he challenged her.

She hesitated, "You're just not attracted to me, I mean who would be?"

His eyes widened in disbelief. "Jo, you are beautiful," he said seriously.

"Then why don't you want to have sex with me?"

"I never said I didn't want to. I just said I couldn't."

"Couldn't implies something else."

He chuckled, "Okay, so I can." he amended, "I'm more than able. But I wont."

"Why not?"

"Because you don't mean it."

"What if I do?"

"You don't." He said with conviction. "You could no more have sex with someone you didn't love than commit murder."

"You really think so?" She asked, moving closer to him.

"If the conversation we've been having is any indication, than yeah." He replied.

"I said I couldn't have emotionless sex, I never said I couldn't have sex with someone I didn't love in one form or another."

"And you feel some form for me?" He could feel her warmth radiating from her body.

"Of course I do, Pacey."

"Coulda fooled me." He mumbled. "So let me get this straight, you want to have sex with me? Lose your virginity to me? What planet are you from and what did you do with Joey Potter?"

She laughed, "Earth, and nothing, I'm still me."

"So if I were to, say, pull your body flush with mine and run a finger down the length of your neck and whispered hotly in your ear, you wouldn't push me away in disgust?" She nodded mutely. His voice grew even huskier. He walked up to her and stood as close as he could without his body making contact with hers. "If I kissed you right here?" He barely grazed the skin at her throat with his fingertip, just enough to send shivers running up and down her spine. "And ran the tip of my tongue along your collar bone." He tucked a strand of hair behind her ear, letting his hand caress her arm as he pulled it away, he was whispering directly into her ear now.

"If I pulled your hair from it's holder and ran a hand through it while my other played with the hem of your shirt, before slowly slipping underneath to trace lines up and down your spine. Even then, you'd still want Pacey Witter, not your soul mate, making love to you?"

She shrugged, hoping she didn't look as affected as she felt. She so could not be considering what she was thinking and with Pacey Witter. She did not have romantic feelings for him--right? It couldn't be. The game had started and there was no way she was pulling out now.

"And would you want it to? Knowing you were pumping in and out of your best friend's alleged soul mate?"

"You're more to me than just Dawson's alleged soul mate, Joey. That's not all you are." He began to play with the hem of her shirt, dragging a finger across her smooth stomach. He couldn't believe he was doing this...touching her.

She ignored the shivers going through her, and asked, "What else am I to you?"

His hand curved round her waist, his fingers trailing up her spine, "My best friend," he whispered seductively in her ear. "My sparring partner," he let his lips brush against her ear. "My conscience."

"Oh," For once in her life, she was at a lost for words. She was in danger of getting lost in his touch, and she didn't know if that was a good thing or a bad thing. But all she did is that she had a major need for him to kiss her.

He waited for her to continue, needing her to say more, urging him to continue touching her, holding her. "I could go on," he trailed off. His hand drew little circles at the base of her spine. The silky feel of her skin intoxicating his senses.

"You could?" She asked, rather surprised at the statement. She moved in closer to him, involuntarily, wishing that he wouldn’t stop, and wondering why she was wishing that.

"Easily, you want me to?" He offered. His other hand creeping up her side, inching her shirt upward, teasing the soft skin as he did so.

"Uh-huh," It came out sounding more like moan than a word.

He nodded imperceptibly. He felt her shiver beneath his ministration. "You're my tutor." He dropped a kiss just beneath her ear. "You're my dancing partner." He kissed her neck. "You're my employer," he kissed the hollow where her neck met her shoulder, his tongue snaked out, tracing a heated figure eight on her vulnerable skin. He lifted his eyes to meet hers, "And most of all, you're the Joey to my Pacey."

She nodded slowly, looking up at him. She didn't know what caused her to move, but she moved slowly and wrapped her arms around his neck. Bringing her lips to his. Parting his with her own.

Pacey shivered in her arms as his tongue delved between her parted lips, exploring the heated recesses of her mouth. He let out a shaky moan as her tongue caressed the length of his.

She sighed against his mouth as he lifted her up and placed her on top of one of the nearby lab tables. They leaned into each other; fully exploring any exposed, and not so exposed, skin of each other's body. Joey froze suddenly.

"Pacey?"

"Hmmmm...yeah." he mumbled against her heated skin, continuing with his kisses.

"I know you have a history of making out in class rooms but," She paused for a moment, enjoying the feeling of his lips against her skin, "I, there's just something wrong with that. And Bessie is." She paused to undo the top button of his shirt, "Is at my house. And I was kind of wondering if you knew any where else to do this."

Pacey paused mid suckle and pulled away slowly, meeting her desire heavy eyes with his own. Her words were a reality check. "Y-you're serious about this?"

She nodded, "Very. Serious."

"I think I have the perfect location...you'll feel quite at home." His lips found her once again drawing her tongue into his mouth and massaged it with his own.

She pulled away and gave him a weird look. "Right at home? Why don't I like the sound of that?"

"Because, you wont like it." He said, "It's kinda weird...but I know it's available and I know for sure we won’t be getting interrupted." He pulled her close as he lifted her off the lab bench, his hands released her slowly, and she slid down the length of his body, until her feet touched the floor again.

"We aren't going to end up getting tape recorded, cause I know you happen to have a history of that too," She said, cautiously following him as he lead her out of the classroom.

"Have you memorized my history, or something, Potter?" He gave her a sidelong look as he led her to his car.

"It's kind of hard to forget seeing that image on screen," She teased him..

"Oh God, don't remind me." He shook his head against the memory." They climbed into the cab of the truck. "Let's just say, I've improved since then," he winked, drawing her to his side.

She rolled her eyes, "That's refreshing to know."

"Isn't it?" He smiled, and pulled out of the school's parking lot.

She laughed, "Not to sound like a movie, but you are amazingly self assured."

"Naw," he smiled, eyes on the road. "I'm just good at pretending to be."

She smiled back, "At least we'd know you'd make a good actor."

He didn't comment he wiped his sweaty palms, each in turn on the legs of his pants, before returning them to the steering wheel. He made the familiar turn onto the road leading to Dawson's house.

She looked at her surroundings, "You've got to be kidding me."

"He's at work right now, Mitch is still at school, we have complete access to the room. It's perfect." He shifted the truck to park. "Unless, you find it too awkward to do it in Dawson's room?" he hinted, giving her an out if she so desired.

She shook her head, "Not awkward. Weird."

"You have any better ideas?"

"No," She said quickly.

"Well, then. Let's go."

She nodded mutely and open and closed the door behind her. She climbed the familiar ladder, and stopped when she reached the roof.

Pacey followed up behind her and took in the uncertain look in her eyes. He slid an arm around her waist and dropped a kiss on her neck. "If you start to feel uncomfortable at any point, let me know and it stops there, Jo." She smiled up at him and pulled him through the window. "Like I said earlier," he smirked, "If I want some, I can get some. I'm doing this solely for your benefit."

She laughed. "For my benefit? You're something else Witter."

"That I am." He smiled, straightening after his climb through the window. "Everything else."

She wrapped her arms around him and pulled him close. She let go of him, giving him a quick kiss on the lips before unbuttoning a few more of his shirt buttons.

"Quite the eager beaver, aren't ya, Jo?" He asked inching her sweater higher as he spoke; dropping kisses along her neck, lingering over her pulse point.

"I just don't wanna get caught," She said, "Imagine having to explain this to the Leery's."

"Or anyone for that matter," Pacey whispered against her ear.

"Right," She said, pulling him closer to the bed.

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