A/N: Ok. I just want to be clear that this is a one-shot, and that this is not a JoeyxRachel story. No offense to any fans out there, but as a Phoey, and Rosschel shipper, I can honestly say that it is my NOTP that I wish had never happened. Which is why I wrote this. Enjoy! And don't forget to review ;)

Joey sat in front of the tv, slouched in his chair. The tv was on, but he wasn't really watching it. Rachel was out at the moment, and he hadn't decided if that was a good or bad thing, yet. 'At least when she's not here, I don't have to think about her..' he thought to himself. Instead he was wallowing in self-denial and guilt over his recently developed feelings for one of his close friends. Not just any friend..Ross's ex-girlfriend. The mother of Ross's unborn child. He emptied the beer can in his hand and stands up to get another one. His fourth one today. He contemplated putting it back, as a small voice in his mind reminds him he should slow down, and that beer isn't going to fix the problem at hand. With a heavy sigh, he snaps open the tab.

'What does it matter?' he reasoned, as he returns to his chair. 'Nothing is going to fix this problem. Chandler knows now. I'm sure Monica knows. Sooner or later, Ross will know, and then Rachel. And then everyone will know what an asshole I am.. I should have just kept my mouth shut.'

After few more minutes of staring absent-mindedly at the TV, and hating himself, someone entered the apartment. Joey assumed it was Rachel and prepares himself for the worst, but he looked up and sees Phoebe, instead. The one person not involved with this inevitable catastrophe. She seemed excited about something. With a small ray of hope, he turned to face her. Maybe talking to her would cheer him up. It usually did, after all.

"Hey, Pheebs."

"Hey." She joined him in the living room, beaming with radiant happiness.

"So…I just talked to Monica." Phoebe began.

He waited a moment for her to explain further. "…Congratulations?" he replied, his bitter sarcasm reminding him of Chandler.

"Yeah, about you." Phoebe continued. "Y'know…the whole crush thing?"

Joey's heart sank a little. He took a gulp of his beer. "You know about that?"

"Uh-huh.. Look, it's ok. I'm not mad or anything." She said, much to his confusion. "And even though I didn't see this coming..I can't say I'm all that surprised. "

"You're not?" He questioned, suddenly becoming worried. "Is it really that obvious?"

"Well, no, I just…I think that I kinda knew all along that this would happen someday, you know? I mean, despite all odds, you have pretty good taste in women. " She smirked. "Well…obviously. And, I mean… I don't know about you but, I've always thought the two of us would be good together, you know?"

Joey paused, furrowing his brow as he looked at her, with uncertainty. "Uhm…the.. two of us?"

"Uh-huh." Phoebe responded, still smiling. "And I thought it over for a while. I mean, to be honest, I wasn't sure how I felt, at first…but, then it just made perfect sense that you like me, because…well, I mean, think about it…we have the whole Ross and Rachel thing.. I mean, I know they're 'done', but they're not, 'done-done', if you ask me. Those two are lobsters, they belong together. Mark my word, they'll get back together sooner or later. And then there's Chandler and Monica…and me and you…well, we've always been like, the kindred spirits who are always just kind of left on the sidelines, y'know, because everyone knew each other in college, and high school…but maybe this is just the universe's way of lining everything up into perfect order. It has a funny way of doing that, you know?"

But Joey didn't know. The more she talked, the more his mind reeled with confusion. "Uh.." he started to stammer a reply, when all of a sudden Phoebe smiled warmly at him. She reached over, and pulled his hand into hers.

"Joey, just so you know…" There was brief pause, and she looked at him. "I like you, too. I kind of always have, I think. I mean who wouldn't? You're a great guy. You've always been there for me, and taken care of me. So…if this is what you want, then…I think I'm ok with that."

He stared at her hand on his, stunned for several seconds, and unsure of what to say. He couldn't think of anything that wasn't going to make this situation even worse, or hurt Phoebe.

He forced himself to look up at her face. She looked so happy, and he knew she wouldn't be in a moment. With much difficulty, he started to speak, choosing his words delicately. "Look, Phoebe…I don't think..you quite understood what Monica was talking about. "

He watched the smile melt from her face, as she stares back at him. "I didn't?"

"No. You see…the feelings that I'm having aren't for you. They're for Rachel."

Well aware of Phoebe's violent temper, he held his breath, as he waited for a response. But Phoebe said nothing for several seconds. She let go of his hand, and fell dead quiet, long enough to make him worry.

"O-oh…my God." She slowly rose to her feet, staring blankly, into space. Joey stood up.

"Phoebe, I…" Joey began, in a feeble attempt to explain himself, but nothing would come out of his mouth. This was hopeless. Just when he thought he couldn't possibly feel any more terrible than he already did.

"But….I thought...Rachel!?" Here came the outburst Joey had been anticipating.

"Pheebs, look…I…I do love you. And I care about you, a lot. But..just as a friend."

"Oh, gee…" Her voice was beginning to rise, and break with emotion. "That makes me feel a whole lot better! I just made a complete fool of myself, and I'm….I'm just a friend! I have to go now."

"Pheebs…wait. Phoebe!" He called, chasing after her as she walked hastily to the door. The violent crash of the door, as she slammed it behind her gave him a jolt. Joey took a deep breath, and slowly let it out. He sat down at the counter, hanging his head, in shame and guilt for hurting his best friend's feelings. He never meant for this to happen.

Phoebe had come straight home from Joey's place, and hadn't left her apartment for hours. She didn't feel that she could face anyone after suffering through what was probably the most embarrassing thing that had ever happened to her. She was mad at Monica for lying to her. For building up her hopes for no reason. She was mad at Rachel, for being apparently more desirable than she. She was mad at Joey…though she wasn't exactly sure why. Technically, none of this was his fault. More than anything, she was mad at herself for being so naïve.

She sat on her sofa, hugging her guitar to her chest. The instrument was her prized possession. Her one outlet that typically helped her to release her emotions, but playing it at a time like this seemed impractical. Who would want to hear a song about something like this?

She got up and walked into the kitchen with a heavy sigh. "Maybe I'll just start eating my feelings, like Monica…" she muttered, as she opened her fridge, but quickly changed her mind. She had no appetite. All she could think about, was Joey and how she could never face him again.

But low and behold, a minute or two later, Phoebe heard the faint click of her front door opening. Not used to unannounced visitors, she looked for something in the kitchen to protect herself, if need be. She lived on the street long enough to know to watch her back, at all times. Selecting a large butcher's knife, Phoebe cautiously walks into the living room only to find the one person she doesn't want to see right now.

"Oh, it's you…I don't recall inviting you in here." She told him, lowering the knife, slightly.

"You wouldn't answer your phone." Joey pointed out.

"That's because I unplugged it."

"Look, Pheebs…Can we talk?" He glanced nervously at the knife in her hand. "And d'ya think you could maybe…put the knife down, before someone gets hurt? Just a thought.."

Reluctantly, Phoebe sets it down on her cabinet. She folds her arms over her chest, as she sits down on her couch, waiting for Joey to join her.

"A little too late for that, don't you think?" she mumbled.

"Listen...I didn't mean to hurt your feelings, Pheebs. I'm really sorry."

She rolled her eyes at his apology, unwilling to accept it. After a moment, she glanced up at him.

"Joey, do you have any idea what it feels like to be completely misled, and then to be very honest with someone about how you feel about them.. And not just anyone…someone who happens to be your best friend! Only for them to tell you that, not only do they not feel the same way, but they like someone else!? Do you know how embarrassing that is!?"

She heard her voice getting louder and angrier, but she didn't care at this point. Joey's head dropped as he let out a sigh. Clearly, he was aware of what he'd done to make her so upset.

"No.." he said. "But I can imagine."

Phoebe shrugged, trying to remember that Joey was not entirely to blame, yet she still felt devastated. She felt like their friendship of several years had been sabotaged, beyond repair.

"Look, I get it. Of course you like Rachel…she's hot, she's perfect. And I'm just plain old boring Phoebe. I'm just in the 'friend-zone'"

Joey looked up. "Hey.. you are anything but boring, Pheebs. And secondly, I invented the 'friend-zone.'"

"Well, clearly it doesn't just apply to men." She replied.

"It's not like that. Look…I'm sorry that you had to go through that, but..I had no idea that you..felt this way about me."

"Neither did I.." Phoebe admitted. "At least not until I found out that you had feelings for me. Which turned out to be fake feelings… But still, they were there, all along. And it's really hard, y'know, having them for you, and you not having them for me!"

A sympathetic expression clouded her friend's face, and a silence hung between them. Phoebe waited a moment for him to gather his thoughts. Part of her wanted him to understand this from her point of view.

"Look…lemme try to explain something to you. See, this thing with Rachel…I don't want to feel. It doesn't feel right, I mean, she's Ross's girl. Or was, anyways. I think you're right about them belonging together, and being shrimp, or whatever."

"Lobsters." Phoebe corrected him. She gave a small nod. "Continue."

"Anyways…I keep telling myself that I only feel this way, because we've been living together so long. We hang out all the time..and yeah, I'm not gonna lie, she's hot. But…" Joey paused, taking a deep breath. To Phoebe's surprise, he placed his hand on hers. A small smirk crept over his lips as he looked at her.

"Do you know what I thought the first time I saw you, Pheebs?"

Phoebe rolled her eyes, recalling his answer from another time. "Yeah…'excellent rack, great butt.'" She quoted. "Same thing you say about every other girl you meet. Big deal.."

Joey tilted his head in contemplation. "Mmn…not necessarily. Some of them have a great butt, but not-so-nice rack, or vice-versa…anyways, that was what I said. Do you know what I thought?"

She shook her head, anticipating his answer.

"I thought to myself, 'My God…she's beautiful.' And the more I got to know you, the more I saw how beautiful you really were, you know? Not just on the outside, but, in here." He tapped his chest, and smiled as he recalled their past. "I really wanted to ask you out. "

"Why didn't you?" she asked.

Joey gave a shrug before he replied. "Because I thought that you were too good for me. No offense, Pheebs, but I tend to go for women on the 'easy' side, who have no morals. And also, because the closer we became, the harder it was, you know? I just kept thinking…what if she says no? I didn't want to ruin what we had. You're my best friend, Pheebs."

Phoebe's heart was quickly beginning to thaw. However, she wasn't sure if he was sincere. He was a sweet talker, after all, that Joey Tribbiani. He knew exactly what to say to women. She contemplated a moment, staring down at the ball that their now interlocked hands had formed.

"I don't know if I believe you.."

"Phoebe.." Joey said, with the tilt of his head. "Have I ever lied to you?"

"Uh-huh. This morning, at Central Perk, when I went to get my coffee, and when I came back, I said, 'Who ate my muffin?' and you said, 'I dunno..' But you had chocolate crumbs all over your shirt-"

"Alright, alright.." Joey interrupted. "But I swear, I would never lie to you about something like this. I know what you mean, when you say that the feelings have always been there. Because to be honest, I think it's always been in the back of my mind, too. Sometimes I still find myself thinking about it, you know? How it would be if you and I got together…" He smiled, thoughtfully.

Phoebe found herself unable to stop the smirk that formed on her own lips. "Would there be kids?"

"Oh, yeah. Beautiful kids." Joey replied. "3..maybe 4. The fourth one would be kind of an unexpected surprise, somewhere down the road. Two girls..Katie, and Josie, and Tommy, and little Joey Jr."

"What if the fourth one was a girl?" Phoebe inquired, beginning to enjoy planning their imaginary future together.

"Phoebe Jr., for sure." He assured her. "And they'd all be smart, and creative, like you. You could teach them how to take care of themselves, like how you did on the streets. I'd teach 'em how to…uhm..eat a whole pizza, without throwin' up. And we'd have a fifth-wheel, so we could take them camping every summer. Play board games together, sing songs round the campfire..that sort of thing."

Phoebe grinned. "You've had a lot of time to think this over, haven't you?"

"Oh, yeah…and believe me, in my mind, Rachel and I didn't even have any kids. Not yet, anyways." He explained.

Phoebe's smile slowly faded at the memory of what had brought them here, in the first place.

"So…if you've had..y'know a thing for me, all along, then…can I ask, why Rachel, now?"

She watched his smile disappear, as well, and he shook his head, and began playing with the rings on her fingers. "That's the thing I can't figure out…Like I said, it might just be us living together, but I think there's more to it, than that…In a way, I think I needed something to help me to stop thinking about you. Cause I kept telling myself that it was never going to happen. I mean..if I couldn't have Phoebe Buffay..maybe I'd have a shot with the next best thing, you know?"

Phoebe's grin returned, quickly, upon hearing herself being considered more desirable than Rachel, who's beauty alone was enough to make any woman feel insecure, just standing next to her. She already felt 100% better than she had earlier. Confessing her feelings to Joey, was turning out more of a blessing in disguise. She wasn't filled with regret, and humiliation, but instead, the same giddy happiness she felt when Monica had falsely delivered the news that Joey liked her. But there was still a question lurking in the back of her mind. One that she couldn't avoid.

"So, uhm " Joey inquired, as though already he knew what she was wanting to ask." What about us? I mean…now that everything is out in the open.. d'you think that..uhm..anything..could maybe happen between us?"

As he was speaking, Phoebe found herself suddenly mesmerized by his features. Her eyes moving up and down from the glint in his deep, dark-chocolate coloured eyes, to his perfectly shaped lips with a longing hunger. Her heart pounded with the anticipation that was slowly drawing their faces closer together. Her more practical thoughts over-powered her, breaking the spell he held over her. She quickly turned away from him, pulling her hand away from his.

"Uhm…" she swallowed. Her throat, suddenly dry. "I just think that…maybe it's not a good time for anything to happen, you know? I mean…with the whole Rachel thing and...I think we both just need some time to think this through. I mean, that would be the smart thing to do, right?"

Joey tore his eyes away from her, as well. He nodded. "Yeah. Yeah, I think you're right. That's probably for the best. We don't wanna rush into anything, after all, I mean, that would just be silly. We could just see how we feel after a few days or, even a few weeks..whatever, and..just take it from there. You know, play it by ear. "

"Yeah, I do that all the time." Phoebe told him, and he grinned.

"I know you do." After an awkward moment or two, he rose to his feet. "I guess I'll, uh…I'll see you later." He said, slowly backing up towards the door.

Phoebe stood up as well, deciding to walk him to the door. She stood next to him by the door, cross-armed. "Yeah. Uh-huh. I'll see you soon."

"Ok.." Joey reached back until his hand landed on her door knob. "I, uhm…"

As soon as his eyes made contact with hers, she found herself again, unable to look away, or to help but suddenly detect the savory aroma of his aftershave. Joey, too seemed to quickly lose his train of thought. He swallowed.

"I'm real glad we had this talk." He finally finished.

"Me too.."

The sound of him fumbling with the door knob to open it suddenly grabs her attention, distracting her from their tension. She blinked herself out of her zone, once again.

"Well, g'night, Pheebs." He turned towards the door, as he was pulling it open. Her heart began to beat rapidly, and she could no longer suppress her urges. She reached beyond him to his hand on the door, and shut it. A movement that seemed to startle him for a brief moment, before she cupped her hands along his jaw-line, and firmly pressed her mouth against his. Her lips lingered softly on his before she pulled back, just inches away from his face. She felt the flicker of his eyelashes against hers as his eyes captured hers, once again, for only half a second, before he voluntarily went in for more, kissing her deeply. She allowed it to go on for what felt like an eternity, and enjoying every second of it: The smell of his aftershave, the bristly texture of his slightly present facial hair. The softness of the tip of his tongue caressing hers, and the goose-bump inducing feel of his gentle touch, as his hands trailed slowly down her back. She never wanted this to end.

And her inability to stop made it apparent that this would end with more than just a kiss. Before she knew it, she was pulling him towards her bedroom, both breathing heavily between kisses and eagerly stripping off each other's clothes. By the time they managed to fall onto the mattress of her queen sized bed, and Joey, using his unique talent of unhooking a bra with one finger, both were topless. He slid her skirt down her legs, whilst still kissing her neck. A sensation that made the hair on the back of it stand on end. He returned his lips to hers, with another passionate kiss and pulled away from her face. Brushing her hair back, he gently placed a hand on the side of her face.

"You sure you wanna do this?" he asked, in a soft whisper.

"Oh yeah." She agreed, without a second of hesitation. "There's no going back now."

His lips curled into an irresistible smirk before he plants them on hers, once again. She moaned, involuntarily into his mouth as his hands caress her skin, touching her in all the right places. He tore himself from her lips, only when he needs to catch his breath.

"Tell me when you're ready.." he told her before he carried on, kissing her down her neck, her chest, her stomach, drawing her flesh gently between his lips, until she couldn't take it anymore.

"Unnghh…yeah, ok..I'm ready." She said, quickly.

He lifted his head. "Already?"

"Uh-huh…I can't wait any longer. Get over here. Now."

Joey didn't need to be told twice as he obediently pulled himself up, and on top of her.

Several minutes after they eventually finished, Phoebe's heart was still racing as they untangled themselves from her bed sheets and each other's limbs. Joey, lingering over top of her a moment to gaze down into her eyes. He was still trembling, slightly, as well.

"Wow.." she managed to say, under her heavy breathing. "That was…even better than I imagined it would be."

Joey smirks, brushing her matted hair off of her face and kissed her lips with soft affection. "You too, huh?" He said before he rolled over onto his back, next to her, quickly pulling her close to him with one arm. "Would you believe me if I said that was probably the best sex I've ever had?"

"Mmh…" she contemplated, nestling her head onto his chest. "Nah. You probably have said that to every girl you've ever slept with."

"Actually, no." He told her. "But I do hear it a lot, myself."

"Uh-huh. I'll bet." Phoebe replied with a small laugh, wrapping her arm across his mid-torso. She couldn't believe how comfortable this felt. What struck her as odd, was that it was only hours ago that she had convinced herself that their friendship was ruined, and reasoning with herself that if she never saw him again, it would be for the better of both of them. This was quite the opposite of severing ties with her best friend. The memory of Rachel suddenly interrupted her thoughts, creating a sudden uneasiness within her mind.

"So…" she began, and lifted her head enough to look up at him. "I have to ask. After all that happened here tonight…y'know…with you knowing about my thing for you, and me knowing about your thing for me and..well, us..doing it, just now…uhm…do you still feel the same way as you did about Rachel?"

Running his hand up and down her spine, Joey stared up at the ceiling, contemplating for a few seconds. "Mmm…no. No, not really. In fact if I had known that this was all it would take to get rid of those feelings, I'd have slept with you a lot sooner."

"So, what's to become of Rachel, then?" Phoebe asked, with genuine concern for her friend.

Joey gave a shrug. "I guess her and Ross will have to get over their crap, and get back together. It'll be better that way, anyhow, don't you think?"

"Definitely." She agreed. "We'll get them back together, somehow."

"However," Joey said, suddenly. "Even though I don't have crush on Rachel anymore, I still think it'd be hot if the two of you made out."

"Really?" Phoebe asked, grinning with amusement. "Is that something you think about, often?"

"Oh, yeah." He informed her, quite matter-of-factly. "All the time."

"Cause I don't think Rachel would be into it, to be honest." Phoebe said. "She's too vanilla. Monica, on the other hand? Total freak. She'd be into it, trust me."

"Really?" Joey asked, his eyes growing wider with interest.

"Mm-hmn, oh yeah. All it'd take is a few drinks and she'd be all over me."

He grinned at her, shaking his head and gave her an affectionate squeeze. "God, I love you.."

Phoebe looked up, suddenly alarmed. Did she hear that right?

"What?"

Joey's expression dropped as he looks at her, like he's unsure of whether to repeat himself or not. He planted a kiss on her forehead, and looked at her with a typical, confident, Joey-ish smirk. "You heard me." He informed her.

She grinned back at him, lowering herself back down, with satisfaction. She couldn't believe he just told her that. Shifting her weight until she's comfortable, she places her head back on his chest and shuts her eyes, feeling relaxed enough to drift off to sleep within just a few minutes. It's been a long, eventful day. A lot of things have changed in the course of 24 hours.

"Pheebs?" he asked, just as she was falling asleep.

"Mmn?" she sleepily mumbled in response.

"Does… any of this feel weird to you? I don't mean like, the fact that we both have a thing for each other, and then we did it. I mean this. Laying here, in my arms, like this.. does that feel weird?"

Phoebe took a few seconds to think it over, more concerned with the nature of his question than how to answer. She hoped he wasn't having second thoughts about all of this.

"No?" she answered, with caution.

"Good.." He said. He kissed her one last time, on top of her head, before he layed back down on the pillow. "Cause it doesn't feel weird for me, at all, either. It feels nice. Perfect, in fact. I just wanted to make sure you weren't..y'know, having second thoughts."

Phoebe smirked to herself. "You've got nothing to worry about." She assured him, and only a few minutes later, drifted off to sleep.