Disclaimer: All concepts and characters belong to Kevin Willims and the WB network. They are used here without permission for non-profit entertainment. Barred from this statement is Ryan, who's mine.

Rating: R (sex, language)

Light poured in through the window above the couch, and for a while she made hand puppets against the thin, ragged comforter she was sleeping under. Her eyes closed, opened, she sighed and tried rolling over, and finally she gave up. The beach wasn’t far from here, she might as well go for a walk.

The moon was an ivory crescent in the sky, and the sand a cool cushion. Waves rolled onto the shore looking like so many yards of rotting lace, making patters on the blue-black water. Joey smiled and cracked her knuckles as she strode ankle-deep in ocean.

"Josephine Potter?" a voice asked from behind, and Joey leapt, spinning.

A guy was standing just a few feet behind her, making her wonder how he’d managed to sneak up like that. Then she stopped wondering, because he was one of the most incredibly good looking guys she’d ever seen. Not the sweet way Dawson was good looking, or the cute way Pacey was, but a kind dangerous, dark, let’s-cut-school-and-go-tip-cows beauty that left her breathless. He had hair that was black as soot and hung low over his ears in unruly strands, long arms and long legs with the kind of muscles Raphael was so fond of, and eyes so lightless Joey could almost see Pluto in them.

"Who are you?" she asked. She’d meant to sound indignant and annoyed, but the words were all breathless and heavy with drool. She wiped her mouth before any spit could start dripping.

"I’m Ryan," he said. His voice was all hot and thick, like fresh fudge.

"What are you doing on my beach?" Joey said, and this time, instead of sounding threatening she sounded flirty.

"I’m here to make you an offer."

She opened her mouth and realized that if she said one more stupid thing, she’d probably have to go drown herself. This guy was incredible, wearing tight jeans and a painted on white t-shirt that showed his nipples and six-pack.

Joey forced herself to look away and shake it off. Her blood was pounding and she felt like giggling. Girl, she thought, you’re looking sad.

Tossing her hair back and putting her hands on her hips, she said, "Oh what, are you Satan?"

Ryan grinned, then shrugged. "I’m in charge of writing dreams for people, and my boss told me to write a doozie for Pacey tonight. I thought you might like to help."

Oh great, he was a nut. "You’re nuts," Joey told him.

"Yeah? You want proof? Go look in your living room window."

"What for?"

"You’re still asleep on the couch."

"I am not!" Joey snapped.

Ryan shrugged again. Joey could see all the muscles rippling right through his shirt. She started walking toward the house just so that she wouldn’t be tempted to jump his bones.

It only took a minute to reach the shack, and Joey couldn’t help looking into the living room as she passed by. What she saw froze her blood.

There she was, sleeping on the couch, one hand stuck partially in her mouth.

Joey turned to look at Ryan, who was standing on the beach, laughing, and then back at her own inert form. Then she got it: This was a dream.

"Hey!" she hollered, running down to the beach. "This is a dream, isn’t it?"

"No. I took you to an alternate dimension. But if you’ll feel better believing it’s a dream, be my guest."

He was standing knee-deep in the surf, but when he walked out his pants appeared to be dry. Definitely a dream, Joey decided.

"What did you say you wanted me to do?"

"Help me create a dream for Pacey. It needs to be intense, something he’ll keep thinking about all through tomorrow. Since you know Pacey, I thought you could help."

Hips, Joey was thinking. She shook her head again. She hadn’t realized her imagination was such a horn-dog.

"So what exactly do I have to do?"

"Well, have you ever seen the holodeck on Star Trek?"

"Yeah."

"Think of this place as a holodeck. Just tell me what you want as a setting for Pacey’s dream."

"Okay." She considered. "Do you want like a nightmare?"

"A nightmare would be good," Ryan agreed.

Joey gazed into the waves as she thought, and then broke out in a wicked smile. "I’ve got it."

Everything was red. The walls, the ceiling, the carpet, the huge bed with its myriad pillows, even the light. Joey went behind the changing curtain to where Ryan couldn’t see her and put on a red silk teddy with a matching bathrobe. Yeah, this ought to be a distraction.

"How do you want to start?" Ryan asked.

"With him hand-cuffed to the bed, naked."

"Naked?" Ryan asked, lifting one eyebrow.

"Yeah." Joey paused. "Are you going to be here, watching?"

"I do need to supervise, but I can watch from somewhere else."

"Like not in the room?"

"I’ll use the remove viewing system," he promised. "Naked, then?"

Joey glanced around at the small, hot, damp room that stank of musk incense. "Nah, how about putting him in a red leather loin cloth."

"Sure. Are you ready now?"

"I only get one shot at this, right?"

"Right. One shot, then you’re done."

She took a deep breath and opened the chest of her robe just a little. "I’m ready."

"Woah!" Pacey cried, blinking. "What’s going on?"

A long red whip appeared in Joey’s hand, and she slapped the floor with it. A sharp crack! filled the room, and Pacey jumped, his wrists pulling against the hand-cuffs.

"Silence," Joey bellowed. "You may speak only when spoken to."

A huge grin split his face. "Yes, mammmm!" he said.

Joey nodded and tossed her head. "Tell me how I look."

"Hot," he said without hesitating.

"Yeah?"

"Most definitely."

Joey let the shoulder of her robe slip down. "I bet you’d like to see a little skin, wouldn’t you?"

"Oh yeah!"

"You want some of this, huh?"

He nodded like a puppy being offered a bone. Joey walked slowly up to the end of the bed, hands slowly untying the belt at her waist, and then suddenly threw the robe off. It dropped over her shoulder and pooled on the floor, and then a huge white spot light focused on her from above.

"Wow!" Pacey cried, as glitter started to sprinkle from the ceiling.

Joey smiled, then climbed slowly onto the bed. On hands and knees, she crawled sultrily forward, head down, eyes up, tongue licking her lips. There was a bulge–a rather enormous bulge–in Pacey’s loin cloth.

"Yeah, yeah, lemmie thump you," Pacey begged.

Thump? Joey thought, but she didn’t say aloud. It was his dream, he could get as weird as he wanted.

She was about to get pretty weird herself.

With all the charm and finesse of a professional belly dancer, she rose up above Pacey’s chest on her knees and swayed. Her arms wove like snakes above her head, and she moved up and down like a boat rocking, letting her buttocks ever so seldom brush Pacey’s chest. He made grunting and moaning sounds, and kept saying, "Lower, babe, lower! Aw yeah!!!"

Joey clicked her tongue, the signal to Ryan, and instantly felt a little funny. Her hair was the first thing to change, gray blossoming at the temples. Joey couldn’t see it, but she could feel the sudden coldness against her scalp, and the gentle whistling-wind sound it made as it fell onto Pacey.

"Aw yeah," he was saying again, but then suddenly his face fell. "Um, babe? I think some of your hair’s falling out. Babe? Jo?"

Joey shook her head and her entire mane of chestnut/silver hair came loose, floating down onto Pacey and the bed. "Oh my god!" he yelled. "What’s happening?"

Next came her skin. Joey kept dancing, but she could feel the skin growing loose on her upper arms, and under her shin. The stomach which her teddy so nicely exposed abruptly turned fatty and gushed out over the lace lining. Her thighs began to tremble with each sway, and she began to stoop. Her back was hurting.

"What the hell’s going on!" Pacey said.

"I guess you just exhausted me," Joey said, and a couple of teeth jumped out of her mouth as she spoke.

She died abruptly–or rather, her body did. Joey herself kept dying, knowing that once Pacey had been safely escorted out of REM sleep she would return to her former self. For the moment she was able to enjoy the odd sensation of rotting, as if she was coming up from the deep and shaking the excess water off herself.

The skin at the top her scull split with a dry ripping sound like a rusty zipper. "Joey!" Pacey screamed. "Oh god oh jesus help me what’s happening oh I’m going to die-"

"Shut up," Joey told him. She tossed her head back and the skin abruptly lost its grip and slid down her face, leaving only a sphere of tissue and holes as her face. One eye burst like an old water balloon, gushing clear water all over Pacey.

She rocked her hips and the skin that had colored her face plopped onto her chest. She wondered if she should take the teddy off, let him get a full view of the body undulating/rotting above him. Glitter continued to pour from above, coating both of them in sparkling silver.

He was crying now, but still looking at her. Joey was surprised to see that through her one remaining eye, which was muzzy with cataracts. She had expected him to try to wiggle his head under one of the pillows.

She could see his mouth moving, but her virtually deaf ears couldn’t make out the words. She leaned down and pressed the side of her head close to his face. "Oh Joey," he was moaning, "my poor, sweet, cynical Joey. What’s happening to you? I love you, Joey–" the cartridge at the end of her nose shriveled up and dropped off, landing on his chest, "–I love you."

"Hey!" she hollered, loud enough that even she could hear it. "I’m rotting here, okay? I’m a disgusting mess. You’re supposed to be scared."

But Pacey merely looked at her with big sad eyes and said, "No, you’re beautiful."

Joey pointed to the full length mirror hanging above the bed. "I look like hell. I’m a walking corpse."

"But you’re still Joey," Pacey said evenly. "No matter what you look like. I love you, Joey."

Joey stared at him, aware that her rotting had stopped and her hearing was back. Ryan must have noticed the problem.

"What do you mean," she demanded, "saying you LOVE me?"

"I mean just what I said. I love you even if you’re fat or ugly or rotting. I just never said it before because I thought we had time. But when you started to die, I panicked."

"Wait a second," Joey cried. "Are you saying you love me when you’re awake, too?"

He nodded. "Yes, but I never had the courage to tell you. I was afraid you would laugh at me. But now I want to tell the whole world that I LOVE JOEY POT-"

Suddenly he vanished and Joey felt herself tumble onto the bed. When she sat up, she was whole.

Ryan was standing a few feet away, dusting his hands together. "Well, that ought to keep him distracted tomorrow," he said. "Nice job."

Joey woke up just as she tumbled off the couch and onto the floor. She was sweaty and sick, and her breath was coming too fast.

"God," she muttered, "what a dream."

She got up and walked into the bathroom, intending to wet her dry, scratchy throat. But when she glanced up at the mirror, the nightlight reflected off a thousand bits of glitter in her hair.

To be continued….

Is the dream over? Will Pacey tell

Joey that he loves her? And who

the hell is Ryan, anyway? Find

out in the next installment of