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# 4 0 2 -  F a i l i n g  D o w n


Please note: I had this script on my HD. I don't remember where I got it from, so if you want to provide a link to its original site, E-mail me. Thanks!


[Capeside High - outside. Pacey and Joey are walking hand in hand into campus. Students mill around them, meeting with friends and making their way into school.]

Pacey: You know, they want to see me in the guidance office after school.

Joey: So.

Pacey: So do they want to see you in the guidance office after school?

Joey: No.

Pacey: No. See, that right now is a bad sign. It means they're singling me about already.

Joey: Ahh, don't worry, sweetie. They probably just want to extend a hand and let you know that they are there to help you fulfill your destiny as the world's greatest gas station attendant.

Pacey: Oh, that's cute.

Joey: What, suddenly teasing is out of the question?

Pacey: Oh no, tease away you little lassie. But you do raise an interesting point. I think we should talk about it now that we're back at school.

Joey: Talk about what exactly.

Pacey: Well, our mutual wants and needs.

Joey: Did you actually just say that out loud?

Pacey: Well, like you said, we're a couple now, Potter. And as a couple, I think there's a couple things we need to discuss.

Joey: Such as?

Pacey: Well, kissing in public.

Joey: Maybe.

Pacey: Maybe?

Joey: Well, if it's of the spontaneous variety.

Pacey: Good Lord, woman. You really are a fickle mistress, you know that? I mean, without kissing, what do we really have left?

Joey: Precious little. We should probably break up.

Pacey: Well, we had a good run, huh?

Joey: Mmm-hmm. (she attacks Pacey in front of the doorway to her class with some smoochies. Pacey accepts her into his arms and kisses her back. Just then Dawson walks up and when he sees them blocking the door, he stops short. After a moment, he uncomfortably tries to get around them.)

Dawson: Excuse me. (they finally notice it's Dawson and move away from each other as he enters the classroom behind them. Opening credits.)

[Capeside - Andie and Joey are walking down the street, going where, I don't know.]

Andie: Wow, senior year and then before you know it, college.

Joey: Well, if I don't find a job soon the only thing I'll have to look forward to is CCC. Capeside Community College.

Andie: Uhh. Hey, well there's always CYC.

Joey: What's that?

Andie: Capeside Yacht Club. My father was just telling me they're looking for a waitress.

Joey: You're high.

Andie: (laughing) Joey, come on. It's the IceHouse with cute rich boys and way bigger tips.

Joey: Yeah, and something tells me that the beautiful people would probably frown upon an applicant who's family name is synonymous with scandal.

Andie: So, make like you're one of them.

Joey: Yeah, right!

Andie: Okay, here's what you do. If you think the interview is starting to go South, you drop a name.

Joey: Whose?

Andie: Hmm, well, I would say that you could use mine, but these days, McPhee is synonymous with gay, crazy and dysfunctional. Hey, how 'bout the Ross'? They're on the board. Charles, Kate and son Owen. Ooh! My God, he is so gorgeous. So our age, and so eligible. Oh, and so perfect for me if I actually cared about those things.

Joey: Oh, but you digress.

Andie: Okay, anyway Joey, where else are you going to make that kind of money?

Joey: Well, there is always that strip club on the edge of town.

[Capeside - Dawson is about to walk into a music store carrying a stack of CD's. Gretchen is looking at a bulletin board outside the shop.]

Gretchen: Dawson Leery.

Dawson: Gretchen, hey, what are you doing?

Gretchen: Scouting out some new digs. Until my brother Douglas finds a suitable, and I finger quote "partner", he's best off living by his lonesome. So, it looks like I'm gonna be shacking up with my equally irritating yet decidingly less anal brother.

Dawson: Sounds great. Good luck with that. (he turns and walks into the store)

Gretchen: (following Dawson inside) Listen, this is of course, none of my business, but I can't tell you how much it breaks my heart to see once inseparable best friends so astranged. If there's anything I can do. Clearly something you'd rather not talk about. Sorry. My bad.

Dawson: It's okay.

Gretchen: (noticing his collection of CDs) Oh my God. Dawson, this is the most offensive collection of music I've ever seen.

Dawson: Preciously, which is why I'm trading them in.

Gretchen: Yeah, but Dawson, Vanilla Ice? What were you thinking?

Dawson: I don't know, I was 10. Who has good taste in music when they're 10?

Gretchen: By the time I was 10 I could rattle off the name of every band on the sub-pop label. And I was telling anybody who would listen that a guy named Kurt Cobain was about to change the face of music as we know it.

Dawson: By the time I was 10, I could rattle off every cinematographer Steven Spielberg ever worked with. Which somehow isn't that impressive, is it?

Gretchen: (looking further into Dawson's collection) Okay, what else do we have here. Okay, the Grateful Dead. Now why, why are you returning this?

Dawson: My parents got me that CD. I just, wasn't a big fan.

Gretchen: Okay, okay, I can't believe I'm standing in front of a teenage guy who's parent's have better taste in music than he does. Shame on your, Dawson. Shame on you. (she walks out leaving Dawson smiling)

[McPhee House - Jen sits in front of an I-Mac while Jack walks in with some drinks.]

Jack: Oh, you gotta be kidding me. That's gotta be the umpteenth time you've checked your Email.

Jen: You lie. (accepting a drink from Jack) Thank you.

Jack: I don't know. Everytime I went by the computer lab today, I saw the same bosomy blonde behind the same blueberry I-Mac.

Jen: Alright. Alright. I admit it. You're right. Jack, I think it's clear that Henry has forsaken me for another.

Jack: Give the poor guy some time to get acclimated.

Jen: (stepping away from the computer) I don't know, I mean, it's weird. It's becoming a thing.

Jack: (moving to check his own Email) What do you mean a thing?

Jen: A thing. An alarming trend. I mean, all summer long there was phone calls, Emails, IM'ing each other to the point of exhaustion. But now when I go online he's never there. And when I call, he strangely unavailable. I'm starting to feel like I did something wrong. Is it possible that I'm not a very good cyber sex partner?

Jack: I'm sure you're a very generous in giving cyber lover, Jen. (the computer says, "You've got mail" and Jack studies the screen intensely)

Jen: Who wrote you?

Jack: (looking concerned) Uhh, no one.

[Capeside Yacht Club - Joey and some snotty lady move to sit in a dining hall.]

Mrs. Valentine: Now, what exactly is an IceHouse?

Joey: It's a restaurant. Well, it burned down last year.

Mrs. Valentine: Oh, how unfortunate. Sounds like a charming little… joint.

Joey: Well, Daddy, you know, he thought it was a good idea for me to get out there and mingle with the little people.

Mrs. Valentine: And what does Daddy do, dear?

Joey: Pharmaceuticals. Daddy made his fortune in the pharmaceutical world.

Mrs. Valentine: Oh, then why is it, I wonder, that I don't see the Potter name on our roster?

Joey: I guess we're just not much of the joining kind.

Mrs. Valentine: Where do you summer, then?

Joey: I spent my summer sailing, actually.

Mrs. Valentine: Ooh, well that sounds lovely. I have to ask, were you a deck hand or a stow away?

Joey: Excuse me, but, ummm, before I submit to another second of your thinly veiled bitchery, do you need a waitress or not.

Mrs. Valentine: Yes, now that recalled, that position's already been filled.

Joey: Perfect. (getting up and as she walks out,) Oh, by the way, I'll be sure to tell the Ross' that you said hello.

Mrs. Valentine: (she turns around to look at Joey) Excuse me. You know the Ross'?

Joey: (stopping and turning back) Charlie, Kate and Owen? Oh, from way back. How do you think I heard about this position? They're on the board here, aren't they?

Mrs. Valentine: Oh, Miss Potter. I think perhaps, you and I got off on the wrong foot. (gesturing back to Joey's seat) Please. (Joey returns to her seat)

[Capeside High - Pacey walks into the guidance councilor's office to find Mitch pulling some files out of a cabinet]

Pacey: Hey there, Mitch… -ster Leery. What are you doing here?

Mitch: Oh, I'm just filling in here till they find a new guidance councilor.

Pacey: What did they do with the old guidance councilor.

Mitch: Right. You mean the one who referred fondly as, and I quote, 'One of the most aggressively mediocre students ever to galumph his way through the halls of Capeside High.' Poor man was heard muttering your name as he stumbled off into early retirement.

Pacey: Poor guy. So, why does this bring me here?

Mitch: Okay, so here's the deal. They have dumped some of the special scheduling cases into my lap.

Pacey: What's so special about me? Apart from the obvious, of course.

Mitch: Oh, for starters, you seem to lack a certain amount of classification.

Pacey: And you seem to lack a certain amount of clarity at the moment.

Mitch: What happened to you this summer?

Pacey: Nothing, I went sailing.

Mitch: Right, but, umm… well, from the look of things, you should have been somewhere else.

Pacey: Where's that exactly?

Mitch: Right here.

Pacey: Here?

Mitch: You should have been in summer school, Pacey.

Pacey: That sounds like a terrible way to spend the summer.

Mitch: Tell me something, before you took off, did you happen to, oh, look at your report card.

Pacey: I took off a couple days after school let out.

Mitch: Well, had you looked you might have noticed you flunked Science, History and English. Three biggies, Pacey.

Pacey: Well, that sucks.

Mitch: Look, Pacey, I don't really know how to do this exactly. I mean, I've had the distinct pleasure of watching you grow up. You certainly are one of the most enduring pests I've ever met. But I'm not your teacher. And I'm not your guidance councilor. I'm just your friend. So, help me out here, okay? Cut the glibness and just listen to me for a second. You're in deep trouble here.

Pacey: So what can I do about it?

Mitch: You can take these classes over.

Pacey: When?

Mitch: Everyday after school.

Pacey: I was going to get a job. I kinda need the money, you know?

Mitch: No, I don't think you understand me, Pacey. You're going to have to work your ass off this year.

Pacey: And what if I can't do it?

Mitch: No, you can. You just focus.

Pacey: But what if I actually can't?

Mitch: Well then come this May, you're going to watch your friends graduate without you. Start their lives without you. They'll be heading off for higher education. You'll be gearing up for another year at Capeside High. How does that sound, Pacey?

[Capeside - Gretchen and Pacey are walking up to a house that Gretchen has found to rent. It's right on the beach, like Tamara Jacob's house. It's actually kinda cute. Don't get me wrong, it's not D's house, but I still like it.]

Gretchen: What do you think?

Pacey: I think I hate it.

Gretchen: I think it's charming.

Pacey: Charming? It's like something out of Better Homes and Crap.

Gretchen: Okay, you see crap, I see potential.

Pacey: Well, no, I see potential, too. I see the potential for rats to gnaw at our extremities while we sleep.

Gretchen: It needs but a fresh coat of paint and a woman's touch.

Pacey: (they enter the house) Mmm-hmm. And all we need to do is get the word out that the local crack den is shut down.

Gretchen: Why are you being such a nay-sayer?

Pacey: Because it becomes me.

Gretchen: Okay, face facts, Pacey. We don't have a lot of money. So that killer condo that you had your eye on is pretty much out of the question. But this place, while lacking in many creature comforts, is totally within our budgetary limitations. And do you know what that means?

Pacey: Well, I'm guessing it means that we get to split the utilities with the cockroaches?

Gretchen: No, it means we are going to turn this place into a home, Pacey. I promise.

Pacey: Yeah, until then, we just have to get used to brushing our teeth with brown water.

Gretchen: Okay, you seem to have a particularly nasty case of first day of school. Does senior status not bring you any joy whatsoever?

Pacey: You know, it's funny you should mention that. Cause as it turns out, I'm not exactly a senior.

Gretchen: Oh yeah? Then what exactly are you?

Pacey: Well, I'm screwed. I'm totally screwed.

Gretchen: Okay, elaborate.

Pacey: Well, it seems as though I managed to fail three classes last year. Yeah. Three. You know, so now I gotta retake those three classes and pass all of this years classes if I want to have any hope of graduating.

Gretchen: Okay. Okay, so you do it. You know, you work really hard this year and you do it. It's not that big of a deal. What does Joey think? (Pacey looks away from her) You haven't told her? Why?

Pacey: Because, Joey is smart and Pacey is an idiot. And I'm trying not to make her any more aware of that fact than she already is.

Gretchen: You are not an idiot, Pacey. And something tells me Joey's feelings are not contingent on your GPA. Listen, I can stand here and tell you everything's going to be okay. But it's going to sound a lot better coming from her. So tell her, okay?

[Capeside Yacht Club - Dining Hall. Joey is moving around waiting on tables. As she goes to pass one, a guy sitting at alone stops her.]

Guy: Excuse me.

Joey: Can I help you?

Guy: That's up for debate, actually.

Joey: Well, as you can see I don't really have a lot of time for verbal ping pong.

Guy: Half an hour ago, I dropped down on one knee and begged you for an iced tea and a club sandwich.

Joey: You're right. I am so sorry. (she rushes over to her waiting tray and grabs a two pitchers - one of iced tea, the other of water)

Guy: Don't worry about it, I know how it is.

Joey: Oh, I doubt that.

Guy: Let me guess… The boyfriend bailed when the stick turned blue. Leaving his rusted out Camero up on blocks on your lawn, forcing you to drop out of school and rely on your not so reliable alkie mom to watch the little carpet monkey while you wait tables on your high horse, none of which is my problem, hon. It's serious going to cut into your gratuity. (Joey gives him a look) Come on, where's your sense of humor? I was kidding. Well, not kidding, actually. More like conducting an experiment. My father who is a world-class cretin says stuff like that to help all the time, and I always think, what an idiot! You know, I mean they're just going to go back in the kitchen and spit in his food. Or worse even.

Joey: Fancy that. Will you excuse me while I go check on your order?

Guy: (following her to the bar) You would, wouldn't you?

Joey: Would what?

Guy: Spit in my food.

Joey: Or worse even.

Guy: I knew it. You strike me as very much in touch with your dark side. Thank you for your candor.

Joey: Well, my pleasure.

Guy: First day on the job, huh?

Joey: Yes.

Guy: How much do you hate them already?

Joey: Who?

Guy: The superficial snobs. Laying down huge sums for the privilege of frolicking in the presence of other members of their tribe. Creeps.

Joey: Wow. Cue the violins. You know nothing tugs the heartstrings like the anguished cry of a poor little rich boy. (handing him a bill) Sign please.

Guy: Sure. (Joey takes the slip from him and looks at the name, 'Owen Ross'. She looks nervously at him) Something wrong?

Joey: Your order will be right up.

[Dawson's Bedroom - he sits on his bed listening to headphones when Mitch walks in.]

Dawson: Hey.

Mitch: Do I detect something vaguely of my generation?

Dawson: Yeah, I've been giving the Grateful Dead album you and mom gave me a second chance. I don't get it. I still don't have the slightest inclination to drop acid or start using hemp products or incorporate anything remotely tie-dyed into my wardrobe.

Mitch: Ahh, Dawson. The Dead were a phenomenon to be experienced live among thousands of nomadic fans. The endless jams, it's never going to come through those headphones.

Dawson: You ever just get the feeling that you and mom are maybe just a little cooler than I am?

Mitch: It's a burden, but we cope.

Dawson: Good to know.

Mitch: I saw Pacey at school, today.

Dawson: Yeah, me too.

Mitch: I had to sit down with him about his scheduling this year.

Dawson: Uh huh.

Mitch: He's in trouble, Dawson.

Dawson: And that concerns me how?

Mitch: Well, look, I know Pacey isn't your favorite person right now, but trust me, you're not always going to feel like that.

Dawson: I don't know, Dad, I can maybe see this one standing the test of time.

Mitch: Hear me out. Pacey has gotten himself in some real academic trouble. Without the support of his friends, he might not graduate high school.

Dawson: Well what do you expect me to do about it?

Mitch: I don't know. But I've always taken pride in the fact that my son is someone his friends can turn to when they need him.

Dawson: Okay, Dad, I… I realize this might seem a little hyper dramatic from the cool, calm perspective of an adult. But this is my world. My life. My quote, unquote best friend pursued a relationship with a girl that I've loved in one way or another for as long as I can remember. And that hurts so much, that sometimes I can't sit still. Now, I think I've done a pretty good job of trying to move forward. But that doesn't mean that Pacey gets to go on reaping the benefits of my friendship. Alright, he's on his own. I can't help him.

Mitch: Well, maybe you know someone who can.

[McPhee Residence - Andie and Jack are in one of the bedrooms folding laundry.]

Andie: You're kidding me? HE wants to break up with HER?

Jack: No, he says he wants to take a break.

Andie: After all that? After doggedly pursuing her for an entire school year. After scores of grand romantic gestures. After behavior that clearly licensed professionals would call stalking, HE wants to take a break?

Jack: Yeah, well… He's at a new school, girls are flirting with him. He's confused. Henry's a great guy, but he's 16.

Andie: Guys are maddening creatures.

Jack: Tell me about it.

Andie: So what did you tell him.

Jack: I said I'd talk to her.

Andie: No, no, no, Jack. I don't think that's a good idea. In fact, it borders on the terrible.

Jack: Why?

Andie: Because, whatever is between Jen and Henry is firmly and clearly between Jen and Henry. And besides, if a guy was going to break up with me, I would hope that he would be big enough to do it on his own instead of sending an intermediary in.

[The docks - Joey and Pacey sit on 'True Love' eating pizza.]

Joey: I'm so glad we could make reservations. You know, personally, I find the food leaves a little something to be desired. But, gotta love the atmosphere. So, how was your day, honey?

Pacey: Oh, it was just swell.

Joey: I think you're just a little grumpy because we're not in the middle of the Atlantic anymore.

Pacey: Hey look, I could have this baby packed up and ready to go in about 15 minutes, you just gotta give me the word. I guarantee that all this school stuff will still be here when we get back. (going down below to get a drink) Root beer?

Joey: No thanks. Our summer at sea was an exceptionally lovely then, but this is now. It's our senior year. Do you have any idea what that means?

Pacey: (coming out from below) Well if I had a car, I guess I could park it in the senior lot. That would be pretty cool.

Joey: Read my lips, Pace. One more year. Than no more classes, no more books…

Pacey: No more Dawson's dirty looks.

Joey: So what was that whole guidance councilor office thing about anyway?

Pacey: You know, can we just for tonight pretend like we're one of those couples that can consume a meal in blissfully dysfunctional silence?

Joey: Okay. (after a short pause) Thanks. So you wanna hear about my new job?

Pacey: What new job?

Joey: You're looking at Capeside Yacht Club's newest serving wench.

Pacey: (flatly) Congratulations.

Joey: Don't sound too excited for me there, Pacey.

Pacey: Well, I didn't know you were so fixated on getting a job.

Joey: Well, yeah. I mean, you of all people should know how badly I need to make the extra money. I mean, without it I am doomed to roam the streets of Capeside for eternity, which is unacceptable. You know, I'm not ending up some townie.

Pacey: When did you become a snob, Miss Potter?

Joey: What are you talking about?

Pacey: Well, what's wrong with being a townie?

Joey: Well, nothing.

Pacey: No, honestly. Someone lives in the same place their whole life, that somehow makes them a bad person?

Joey: No, of course not…

Pacey: What if I was to become a townie?

Joey: Well, you're not that kind of a person.

Pacey: I didn't ask what type of person I was, I said what if I became a townie? Would that some how make me less desirable to you? (she looks annoyed and doesn't say anything) I guess that's my answer.

Joey: What's going on with you?

Pacey: Nothing.

Joey: So why are you trying to pick a fight with me all of a sudden?

Pacey: I'm not trying to pick a fight with you…

Joey: Yes you are. I mean, something is going on with you and you obviously don't want to talk about it, which is fine, okay. I understand that. But please don't sit here and try to pick some random fight with me, just to make yourself feel better.

[Capeside High - Dawson sits in class next to an empty seat. The teacher is taking role.]

Teacher: Wagner?

Wagner: Here.

Teacher: Wilson.

Wilson: Present.

Teacher: Witter? Witter? (Dawson looks concerned at the empty seat.) Young?

Young: Here.

[Capeside Yacht Club - patio. Owen sits on a chair looking out over the greens. Joey walks up.]

Joey: Can I get you anything else?

Owen: Okay, weird girl. What gives?

Joey: What do you mean?

Owen: First of all, you haven't let my iced tea get past the half way mark all afternoon. Second, you've been smiling and hovering like some kind of mental patient. And worst of all, you totally dropped that who snappy sarcasm thing you had working for you yesterday.

Joey: I'm just trying to do my job.

Owen: Well, at least yesterday you were entertaining. Today you're just creeping me out. Hey sit down for a second.

Joey: Alright. (she sits in a chair next to him)

Owen: I want you to see something.

Joey: What am I looking at?

Owen: (points to a group of three people standing on the lawn) Okay, what do you see?

Joey: A guy in a polo shirt trading stock tips with Mr. and Mrs. Dullnormal.

Owen: Pretty boring, huh?

Joey: Sure.

Owen: What if I told you that polo shirt guy has thrice weekly motel meetings with Mrs. Dullnormal?

Joey: Really?

Owen: Mmm-hmm

Joey: Does Mr. Dullnormal know?

Owen: Of course not. He's busy acting out his own mid-life crisis with the poor man's Pamela Anderson (points to a lady in red with big boobs) over there.

Joey: Are those real?

Owen: Hardly. Her silicone valley is the work of that gentleman over yonder. Capeside's own Dr. Liposuction (points him out), who is a creep of the highest degree. And that one, (pointing to Mrs. Valentine - the one who interviewed Joey) she is the worst one of all. Once upon time she was married to one of the beautiful people. This New York City rain maker who, you know, as these things tend to go, eventually traded her in for a younger model. Divorce followed quickly there after which came as a real nasty shock to the system cause the poor gal got nice and used to the money. So, she packed up the kid and got herself a job where she could be around the fortune 500 set all day long. And now she's the next best thing. Rich by association.

Joey: Wow, no wonder she's such a bitch. How do you know all this stuff?

Owen: Hang around this place long enough you absorb a lot of useless information. So funny, these people, all the money in the world, not an ounce of class.

[Capeside - night time. Jack stands on the docks as Jen walks up.]

Jen: What's happening, gorgeous?

Jack: Hey.

Jen: So, you rang, I ran, what's up?

Jack: I dunno. Sit and talk to me.

Jen: Here?

Jack: Yeah, why not?

Jen: It's just, kinda romantic, don't you think? Jack, are you thinking about a cross-over episode? Because if so, now's bad timing. I'm a taken woman. (she boosts herself up onto the railing)

Jack: Any word from Henry?

Jen: No. No. But I was thinking about what you said the other day and you're right. I'm just going to give him some time, let him settle in, then we'll talk and things will be fine.

Jack: You know, let me ask you something. What if things went the other way?

Jen: What other way?

Jack: What if you guys talk and things weren't fine?

Jen: And why would that be?

Jack: No, I'm just saying, you know… Have you thought about the possibility of things not working out?

Jen: Where is this stuff coming from?

Jack: No where. Forget it. Sorry. Tell you what, let's get some dinner, alright?

Jen: (gets down from the railing) Okay.

Jack: (starting to walk away) Come on.

Jen: (not moving from the railing) Jack? Have you talked to Henry?

Jack: (turning back around to face Jen) Yes.

Jen: Alright, what the hell is going on?

Jack: I'm just worried about you, Jen.

Jen: He asked you to talk to me, didn't he?

Jack: No. No. He.. No.

Jen: Jack, is Henry breaking up with me?

Jack: I, I… don't…

Jen: You know what? He's lying to you and you're lying to me.

Jack: No, Jen, come on.

Jen: (walking off) Just leave me alone.

[Potter B&B - the doorbell rings. Joey moves to get it.]

Joey: I got it! (opens door and Dawson walks in)

Dawson: Hey.

Joey: Hey.

Dawson: It's not too late, I hope.

Joey: Oh, no, no, of course not, I… come in.

Dawson: (handing her a couple CDs) I wanted to return these.

Joey: You're kidding me, right?

Dawson: No, I was going through my CD collection trying to weed out some of the more embarrassing reminders of my callow youth. I came across your Counting Crows collection.

Joey: Dawson, you borrowed those like three years ago.

Dawson: Yeah, I know. I apologize for my appalling lack of etiquette.

Joey: (gesturing to a drink she's pouring, asking if he wants some) Hmm?

Dawson: Uhh, no. I, uhh, so I should go.

Joey: Why?

Dawson: Cause it's none of my business.

Joey: What isn't?

Dawson: Pacey.

Joey: Okay, you need to start making some sense here, Dawson.

Dawson: You know, just talk to Pacey, okay?

Joey: About?

Dawson: About school. He's in trouble.

Joey: What are you talking about?

Dawson: Well, he didn't show up for school today and if he's not careful, he's going to flunk out. I can't for the life of me figure out why I should even care about this, but… I'm here, and if there's anyone who can help him out, it's you, so…

Joey: Well, no offence, Dawson, but if Pacey was in such dire straights, don't you think I would know about it?

Dawson: No, I don't.

Joey: Why?

Dawson: Don't you get it, Jo? When you love someone, you want her to be proud of you. You want her to think that there's nothing in the world that you're incapable of. The thought of disappointing her, it's crippling. (after a long pause) Good night. (he walks out, leaving Joey to think)

[Pacey and Gretchen's place - Pacey is standing on the back porch working on something. The sliding door opens and Gretchen walks out.]

Gretchen: There he is. Try not to bruise him. (Joey steps outside and Gretchen walks back in, closing the door)

Pacey: Hey. There's my girl.

Joey: (moving to Pacey) Why weren't you in school today? Why are you suddenly in danger of flunking out? Why do I have to hear about it from Dawson? Why does Dawson know more about your life right now more than I do?

Pacey: Well, because apparently Leery senior has a very big mouth. And oh, how I bet junior loved being on the receiving end of that news…

Joey: Oh, Pacey, can we just stick to the point, please?

Pacey: Honestly, I'm sure he loved hearing that, you know? Now he's salivating, the guy gets to swoop in on his soul mate with a big fat, 'I told you do'.

Joey: Are you delusional? Dawson has zero to do with this, Pacey.

Pacey: Sure.

Joey: Do you have any idea how insulting it is to know that I come up last on your list of people to contact in case of an emergency?

Pacey: Jo, this is not that big a deal. I'm handling it.

Joey: And how does cutting school translate into handling it, Pacey? Why does this even surprise me?

Pacey: What exactly is that suppose to mean?

Joey: Exactly what I said. This is how you deal with everything. You run away. You take the easy way out every time.

Pacey: I guess that's why I'm such a loser.

Joey: You're not a loser, Pacey. I didn't spend my summer with a loser. You know, building what I thought was an incredible foundation for a relationship. I thought that we were a great team. It turns out I guess I couldn't have been more wrong.

[Pacey and Gretchen's Place - Pacey is asleep on the couch covered by a blanket. Gretchen walks over, sits on the coffee table and pulls back Pacey's covers from over his face.]

Gretchen: I want you to get up, take a shower, button up your best bowling shirt and go and apologize to that girlfriend of yours.

Pacey: Do you think maybe you could just leave me alone?

Gretchen: Pacey, this girl is a keeper and I can not in good conscious allow you to blow it because you're scared.

Pacey: What are you talking about? I'm not scared.

Gretchen: Like a little girl.

Pacey: What do you know? (pulling back the covers and sitting up)

Gretchen: And if you're not careful, you are going to sabotage this relationship before it has a chance to become something.

Pacey: I'm going to sabotage it, huh? I think you've been watching a little too much Oprah. (getting up and moving to the kitchen)

Gretchen: I am serious, Pacey.

Pacey: (going to the fridge) What do you expect, huh? I've had to listen in stereo all my life to my brother and my father tell me how stupid I am. How can I help not feeling like a moron sometimes? (grabs the OJ and drinks out of the carton. Also grabs something to eat)

Gretchen: You're right, they're jerks. Both of them. You know, but get over it already. I mean, Dad and Doug have so many problems between them, you should just throw them a huge pity party. And they're not your problems.

Pacey: (with his mouth slightly full) Oh, please, tell me, great oracle of Capeside, who is?

Gretchen: Your problem is Dawson. And don't tell me you don't hear him. Whispering in your ear, telling you that you're not good enough. He's just a ghost, Pace. She picked you. And now you have to deal with it.

[Capeside Yacht Club - Mrs. Valentine sits in the dining hall bar going through receipts. Joey walks in.]

Joey: You wanted to see me?

Mrs. Valentine: Have a seat, Miss Potter. I was going over yesterday's receipts and I noticed a couple of them were signed by Owen Ross.

Joey: Right.

Mrs. Valentine: Thought you said you were a good friend of the family?

Joey: I am.

Mrs. Valentine: Well, if you're such a good friend, wouldn't you know that he and his family are in Paris until after the first of the year?

Joey: That doesn't make any sense.

Mrs. Valentine: No, it doesn't.

Joey: Mrs. Valentine, he was here, I served him. He was very rude.

Mrs. Valentine: I'm not sure this is going to work out, Miss Potter.

Owen/Dru: (Owen walks around the corner, but it's really a guy named Dru) Actually, mom, the Ross kid was here. (Joey looks at him confused)

Mrs. Valentine: Dru, honey, I'm right in the middle of something here.

Owen/Dru: Gotcha moms, but you didn't hear what I said. Owen Ross, he was here. I saw him, my own two eyes. And I saw Joey here waiting on him and I think you might want to commend him on the way she handled him because that guy, he can be real high maintenance. (Joey continues to stare)

[Capeside Yacht Club - Dru is washing a boat down on the dock. Joey walks up.]

Joey: What just happened in there?

Dru: Hey, could you watch your tone, please? I think I just saved your job.

Joey: Who the hell are you?

Dru: Dru. Valentine.

Joey: Mrs. Valentine, that's your mom?

Dru: Hey! You pick up quick.

Joey: But you said all that horrible stuff about her.

Dru: Which doesn't make it any less true.

Joey: You lied to me.

Dru: Correction. I was playing with you.

Joey: Why?

Dru: It was fun. My mom told me about the new girl. The one who was a friend of the Ross'. I took one look at you and knew you totally lied your way into the job. Which I totally dig about you, by the way.

Joey: You're a freak.

Dru: Okay, alright. So I'm not who I said I was. I'm actually a lot more fun.

[Dawson's dock - Dawson sits on the railing trying to comfort Jen.]

Dawson: It's okay to be hurt, Jen.

Jen: I'm not hurt, Dawson. It's just that the only real boyfriend that I've ever had enlisted the help of my best friend to dump me, and… you know, and I'm just angry.

Dawson: Take it from somebody who spent the better part of last spring angry at the world. It's not worth it. I mean, it might numb the pain a little bit, but basically it's just a distraction. I don't know. The point is, if you do it right, Jen, loving someone is gonna hurt. And the sooner you let yourself feel that, the sooner you'll be able to love again.

Jen: (laughing) Dawson, I really don't need one of your sappy self help seminars right now.

Dawson: (laughing) I'm just trying to repay a favor.

Jen: Oh, what?

Dawson: You've been sage to my simpleton more times than I care to count. (this sentence is probably totally wrong)

Jen: God, why didn't you just throw me into oncoming traffic?

Dawson: Because you've helped me through the worst of times. I've really learned a lot from you, Jen.

Jen: Really, like how to downward spiral your way into adult hood?

Dawson: No, no, you're the one who taught me that love can suck. That feelings change, passions fade, partners come and go. But through it all, one thing remains sacred. And that's friendship and it's true, because… without you guys, this summer would have been this huge black hole of depression for me.

Jen: Do you have to be so damn earnest? It's disgusting, really. It makes me want to drown you in the creek.

Dawson: It's part of my charm. (Jack is walking up) Funny thing about friends. They tend to bring you the worst of news, but with the best of intentions. Jack.

Jack: Hey.

Dawson: Thank God! Take her off my hands for awhile?

Jack: Sure.

Dawson: I'll see you later.

Jack: Hey.

Jen: Alright, I think I owe you a fairly huge apology.

Jack: Okay, that was supposed to be my line.

Jen: You're sorry, I'm sorry. Somebody's always sorry. I mean, relationships are just one big sorry after another, culminating in a big final messy sorry.

Jack: Sounds like someone is drowning herself in an economy size vat of self pity.

Jen: Come on, Jack, aren't the recently dumped allowed to wallow just a bit.

Jack: I'm really sorry, Jen.

Jen: Me too. I'm sorry for killing the messenger. I just didn't need you to be the one to give me the bad news. I needed you to be my shoulder.

Jack: Come here. (he takes Jen in his arms and hugs her tight) Better late than never.

[The Docks - Joey sits on the railing as Pacey walks up.]

Pacey: Pacey: There's my girl. (Joey doesn’t look at him) You're not liking me so much right now, are you?

Joey: (finally looking up at him) Not so much, no.

Pacey: So, you know, I'm talking to my sister and she says to me that it's actually not such a bad idea to discuss your problems with your girlfriend.

Joey: (she looks away) It's nice to know that someone in the Witter family can boast a brain cell or two.

Pacey: You're not going to make this easy on me, are you? (Joey doesn't look at Pacey, but makes a face like, you're right) Okay. So where do I start?

Joey: Where ever you want.

Pacey: Well, I should probably just start first, that you, Josephine Potter, have just wrecked me. In the best possible way, you have absolutely wrecked me. Because you see, I fell in love with you, knowing that there was never any possibility of being with you. Knowing full well that a sizeable chunk of your heart would always be wrapped up in our friend, Dawson. And that much was actually okay with me. Right up to the point that you chose me. Cause then you just turned everything on it's head. And I got everything that I wanted, and from that day forward, I've just been a wreck.

Joey: Why?

Pacey: Because, now all I can do is just wait for the other shoe to drop. You know, just wait for you to realize what a big mistake you've made. Wait for you to realize that I'm just going to be a big disappointment. And just wait for you to realize that Dawson is the guy that you want to be with.

Joey: Pacey, what does Dawson have to do with you screwing up at school?

Pacey: Well, nothing and everything. (sits down next to Joey) Dawson Leery would never have screwed up like I did, Jo. It just wouldn't have happened, you know that.

Joey: You're right. Do you know what else Dawson would never do? He would never inspire me to run away with him for the summer. It just wouldn't happen. And you know that. We had a magic summer, Pacey. I mean, we shared something that I'm going to remember for the rest of my life. I mean, don't you see? We're creating our own history here. A history that has nothing to do with Dawson.

Pacey: That's a nice way of looking at it.

Joey: Yeah. You know, this is where it gets rough.

Pacey: What do you mean?

Joey: We spent three months on the sea but didn't come close to weathering the storm. We ran away. We made our own reality and, it was so wonderful…

Pacey: But it couldn't last forever.

Joey: Nor should it. Pacey, a relationship isn't about a romantic three month cruise. It's going to be the details that define us. You know, the moments.

Pacey: Okay. Joey, I am… really scared. I think that I screwed up and I'm going to flunk out of high school. So I need your help. Umm… really badly.

Joey: That’s all you needed to say, Pace.

Pacey: Easy for you to say.

Joey: Whatever it takes, we're going to fix it. You know, everything's going to be okay.

Pacey: How can you be sure?

Joey: I'm not going anywhere without you. (they share some intense smoochies.)

Pacey: Potter?

Joey: Yes?

Pacey: How come you're so much smarter than I am?

Joey: I'm not that much smarter, Pace. You just happen to be a little emotionally retared.

Pacey: Is that it?

Joey: Yes.

Pacey: Ahh, that's such a load off my mind. (grabbing her hand and pulling her up) Let's go make-out some more, huh?

Joey: Sounds romantic. (they walk hand in hand down the dock)

Pacey: You're far too cynical for my romantic overtures. (he raises her hand up so that he can wrap his arm around his shoulder, and in front around her neck.)

Joey: Doesn't mean you don't earn a point for trying.

Pacey: Ahh, come on, you loooovvve me.

Joey: You bug me. (he kisses her as the camera shows them walking away from behind)

(Fade to credits.)



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