I don't own Dawson's creek.

Summery Joey Potter, Dawson Leery and Pacey Witter friends since they were babies through thick and thin. They had each other to turn to. This is there story, starting the day young Joey learns her mother the ever Loving Lillian Potter has breast cancer. Can Pacey and Dawson help her through this can they grow up, can they fall in love, can they add new friends to their life's.

Joey Potter stared at her mother she couldn't believe what she had heard no, no she must have heard wrong there was no way that her mom had said she had cancer. "Joey," Lillian Potter reached out to her daughter.

"This isn't funny mom why would you joke about something like this," the ten year old pleaded with her mother to laugh to tell her that it was in fact a joke.

"Honey this isn't a joke I wish it was," Tears glistened in the older women's eyes as she reached out for her youngest daughter. Joey looked over her mother's shoulder at her older sister 21 year old Bessie had tears running down her face. Joey could feel the tears backing up in her eyes feel her throat tighten. Her lips trembled. She ducked under her mother's arm and ran out of the house.

"Joey,Joey." She heard their shouts behind her but didn't stop to go back she only wanted one thing and that was her best friends. She wanted Dawson but she really wanted Pacey, Pacey would understand Pacey would let her cry and not try to annualize what she was feeling.

She jumped into her boat and rowed across the creek ,she docked and tied up the boat tears still obscuring her view. She ran thorough the field and grabbed out to the ladder she scrambled up the rungs and climbed through window, Dawson jumped off his bed when he saw the look of distress on his best female friends face.

"Joey What's wrong?" She was shaking and he walked forward and gently placed his hands on her arms, "Jo what is it?"

"My mother, my mother has cancer," she gasped out falling into Dawson's arms. The young blond boy was in shock. Lillian Potter the women that was like a second mother to him had cancer. He gathered Joey into his arms.

"Shh Jo I have you," he got to his feet slowly and pulled her up with him. "Come on." He led her to the bed and sat her down. "Wait right here Jo I'll be right back." He made his way downstairs and looked around for his mother. He found her in the kitchen. "Mom."

Gail turned around from the stove where she was getting lunch ready. She looked at her son and instently knew something was wrong. "Dawson what is it?"

"Mrs. Potter has cancer I need to call Pacey," he seemed to be on auto pilot. He grabbed the phone not noticing his mother's frozen form. He dialed the number he'd dialed so many times before and waited with trepidation for someone to pick up the phone.

"Hello," he heard Mr. Witter's voice on the other end.

"Mr. Witter is Pacey there"

"One Second Dawson I'll get him," Dawson heard Pacey's name being called and waited with baited breath for him to come on the line.

"Hello." Pacey's voice came over the phone.

"Pace I need you to come to my house Joey's up in my room and she just got some really bad news." Gail hearing this finally unfroze and went upstairs to Joey well Pacey on the other side of the line also froze.

"What type of bad news Dawson." The young boy asked fear lacing his words

"Mrs. Potter has cancer." Pacey felt himself go cold he tightened his grip on the phone.

"What?...I'll… I'll be there in a minuet." Pacey hung up the phone not even waiting for a goodbye from Dawson. His father was standing in the doorway looking at him.

"What is it Pacey." He asked after noticing the distressed look on his youngest face.

"Its Mrs. Potter she has um she has cancer I have to get to Joey." John Witter just nodded his head and watched his son bolt out the door. He slumped into a chair and buried his head in his hands the group of parents and children was tight nit with the exception of Mike Potter how would they handle the Illness of Lillian Potter.

Pacey ran across town he didn't even stop until he saw the Leery's front door he barged through and went barreling up the stairs. He ran into Dawson how held his arm out barring Pacey from going through the door he nodded his head in the direction of the door and Pacey looked over and noticed Mrs. Leery with her arms around Joey talking to her softly.

Gail had slipped up the stairs well Dawson was talking to Pacey and found Joey curled up on the bed tear tracks trailing down her cheeks and the pillow soaked with them. She sat down gently and stroked the young girls hair this young girl she thought of as a daughter her gaze drifted over to the open window the curtain blowing in the wind. She smiled wanly thinking about the countless times Pacey and Joey had climbed through that window and how many times she'd found the three children curled together on the bed the three of them where stronger in friendship than anyone else she'd ever seen they were even stronger than her Lillian John Mitch and Mary. The four of them had went to school together becoming a group in middle school Mike came along in there senior year and even though he'd married Lillian he never seemed to fit into the group. She supposed everyone blamed him for getting Lillian pregnant with Bessie. Mary had also gotten pregnant but her and John decided to get married housing and go to the school with everyone else. Doug and Bessie where born only weeks apart.

Lillian, Gail felt her insides chill Lillian the girl she'd grown up with shared countless sleepovers and secrets with the women she'd watched become a teenage mother as the rest of them went off to college. The women she'd been pregnant with raised babies with, this couldn't be the same women with cancer. She looked at Joey once again she looked so much like her mother so much like Lillian it was scary. "Joey dear."

"Mrs. Leery," joey looked up at the other women through Bleary eyes.

"Yes dear does your mother know where you are?" Joey shook her head she tried in vain to wipe the tears from her face.

"Ok Jo I'm going to go and call her, I think you have some visitors." She nodded her head towards the door where Pacey and Dawson stood. Gail stood up and left the room gently touching both boys shoulders. "be careful with her boys she needs you so much right now." She whispered to her son and the boy that was as good as a son.

They nodded and made their way to their friend. Gail made her way downstairs to make one of the hardest phone calls she would ever make in her life. She dialed the familiar number her actions mirroring her sons earlier ones. "Hello" Lillian's voice came on the line.

"Lil," Gail's voice sounded weak even to herself.

"Gail is she there," worry laced Lillian's words as she worried about her youngest daughter.

"She's here Lil, Why didn't you tell me?" Gail fought the tears in her eyes and voice.

"I'm sorry Gail I had to tell the girls first and Joey oh Joey I don't know how she's going to handle this." Lillian felt herself cracking.

"Don't worry about her the boys have her in hand I promise. "

Lillian sighed in relief the boys would never let anything happen to her. "I just wish she had a female friend like I had you and Mary."

Gail laughed Lightly "Oh Lils I think Joey is perfectly content with Pace and Dawson you know she's more a tomboy then anything."

"Tell me about it." Lillian lamented, "At least Bess was more a girly girl growing up."

"Oh Lillian I seem to remember a certain someone being the biggest tomboy around well we were growing up." Gail chuckled.

"You shh you," Lily snapped back playfully. The women said their goodbye's after it was decided that Joey would spend the night.

Meanwhile upstairs the boys had made their way to Joey they each sat down beside her she leaned against Pacey who wrapped his arms around her. Dawson wrapped his around the other side of her and the three friends sat like that taking comfort from each other for it wasn't just Joey who was losing a mother they were all losing a mother. No words were spoken no words needed to be spoken. All the words that needed to be said would be said at another date another time right now was a time of silence of reflection of comfort.

"Come one Jo Let's get some sleep," Dawson pulled her up the bed and pulled the covers back she quickly climbed in and then the boys slipped in on either side of her it was only 2:00PM on a Saturday afternoon and the sun was shining outside but the darkness hung over the room as Joey snuggled between her two boys Pacey whispering comfortingly to her and Dawson staring at the celling trying not to think how this would rip there world apart.

Joey felt safe she had Dawson she had Pacey she listened to Pacey sooth her his voice lulling her to sleep well the feel of Dawson beside her let her know she was safe that nothing could hurt well the two of them surrounded her they'd protected her from punishments from monsters under the bed and they would protect her from this also.

Pacey's mind was racing Lillian Potter was the mother who backed the cookies who let the kids get muddy and didn't yell at them he loved his own mother and he loved Mrs. Leery but Mrs. Potter was always the fun mother and he didn't know if he could take losing her any better than Joey could. He felt her in his arms and he looked over at Dawson, Dawson the dreamer whose world was crashing in around him. He felt himself drift off to sleep in the safe cocoon of these friendships they had built hard times where ahead but they would get through them.

Gail found the kids like that all sound asleep forty minutes later when she went to check on them. She held the phone once more to make another hard phone call this one to Mary and John Witter. "Hello." A young girls voice came over the phone.

"Hello Gretchen is your mother or father there please."

"Of course Mrs. Leery one moment," Gretchen went in search of her parents she found then in the den staring at the wall or maybe into the empty fireplace she couldn't say. "Mom."

Mary turned to look at her youngest daughter. "What is it Gretchen."

"Mrs. Leery's on the phone she'd like to talk to you." Mary shook her head and got unsteadily to her feet making her way to the phone.

"Hello Gail."

"Hey Mary I just wanted to let you know Pacey's here but him Joey and Dawson are asleep right now I already talked to Lillian and I'm keeping Joey overnight is it ok if Pacey stays over to?"

"Of course." Mary couldn't help the small smile that graced her face Gail was always the organized take charge one Lily was the fun one and she well she was somewhere in the middle. "How is she Gail."

"I don't know Mary I didn't really talk about it I think right now we all just want to get Joey through this as best as we can you know all the kids will need us."

"yeah your right I don't know what to Tell Doug, Carrie Laura or Gretchen."

"Well if I know Bessie she'll be over there to talk to Doug sooner or later."

"Yeah your right well keep an eye on them ok Gail."

"Of course Mary and well get through this one way or another we'll get through this."

"I hope your right Gail I really do."

Gail was waiting by the door when Mitch came home. She just blurted out the news not able to keep it in any longer "Lily has Cancer."

Mitch stopped in his tracks and tried to process the news Lillian Potter cancer though words should never be in the same sentence. He couldn't say anything so he just gathered his wife in his arms.

In the Potter Household Bessie had shut herself away she didn't even want to go and see Doug her best friend and she didn't want Bodie her boyfriend she just wanted to be alone. Her sister had left for the Leery's and her father was well no one really knew where Mike Potter was they never did. She was twenty one and scared of losing her mother.

Lillian Potter finally let the tears fall down her face in the darkness of night she didn't want to leave her family her friends and Joey, Joey was only ten she'd miss so much of her baby girls life. In three separate houses in one tiny community three families contemplated how one event would tear all their worlds apart how family and friendships would change no one realizing just how much closer it would bring everyone especially three young children asleep upstairs in the Leery house.

A/N ok this is my first stab at a Dawson's creek story obviously its Au mostly I took the liberty to make Pacey's parents nice and to have Dawson Joey and Pacey together since birth. This is defiantly a Pacey/Joey story but Dawson will play a big role in it Jen Andie and Jack will come in later this story will be long it will focus on friendship and romance later I started it before Lily died to give it more depth I figured Joey was twelve or thirteen when her mother died as in season 2 Dawson says its been 3 years so I made her 10 now giving us two years before Lillian Potter dies in the story. Please read and review but don't flame. Ps if you can't tell I hate Mike Potter.