Opening scene - Harbor school - Ryan and Seth are just arriving. Ryan is on his bike and Seth is riding his skateboard

Seth: so Alex an I kissed, an you spent the whole night at the bus stop talking to Lindsay

Ryan: I know somehow the double date worked out

(Seth is now walking, and Ryan is pushing his bike)

Seth: yeah, i'm proud'a you, so what's next for you two love birds huh, maybe chatting at the train station, whispering sweet nothings at the (laughs) airport, Ryan i'm workin off the bus stop motif? Bro (puts his hand up for a 'hi five')

Ryan: yeah I got it (Seth laughs) (unsure) I don't know what's next, i'm jus gonna take things slow, no pressure

Seth: yeah? what about asking her to the big dance (points)

(a big banner gets raised in front of them which blocks our view of them. the banner is blue and white with 'The SnO.C.' written in dark blue letters. on the far right corner is 'WINTER DANCE' in smaller writing)

Ryan: oooh no, the winter dance

Seth: yeah do it man listen i'm gonna take Alex so take Lindsay an then we can have the double date that we were suppose to have

Ryan: (unsure) uh it jus seems a little soon, I mean what if she's had the weekend to think about it an just decides we should be lab partners, all we did was talk

Seth: (closes his eyes) Ryan Atwood, are you scared of a girl

Ryan: no I just (shrugs) I might like her an...I don't know every time there's a big party to go to-

Seth: something goes terribly array

Ryan: yyeeaahh

Seth: yeah but usually to you (points) maybe this is my year to shoulder that burden

Ryan: (looks at Seth) you're not really the fist fighting type...

Seth: well your not really the type to be scared of a girl (shakes his head) just ask her to the dance, it's the only way you'll know how she feels

(Ryan looks at the banner, then at Seth)

Ryan: maybe ill jus go alone (unsure)

(Seth looks at Ryan. Ryan looks at Seth then back towards the banner)

CUT TO: Summer and Marissa in the halls, at Summer's locker.

Summer: (off screen) Coop you cannot go alone

Marissa: why not (shrugs) it's just a school dance

Summer: it is not just a school dance, it is the SnO.C. the one night where winter comes to Newport beach (shuts her locker) and your first dance of the year as social chair

(they are now walking away from the lockers. Zach moves next to Marissa)

Zach: what happened to DJ

Marissa: oh I didn't ask him (Zach looks at her) my moms chairing the host committee, she'd (laughs) freak

Zach: your mom doesn't like him

Summer: she doesn't know about it him (raises her eyebrows)

Marissa: (looks at Summer but talks to Zach) it's not his type of thing anyway

(Ryan and Seth walk over to them)

Ryan: hey

(Seth waves. Summer unenthusiastically waves back while Marissa is talking)

Marissa: hey guys you still haven't bought your SnO.C tickets yet so can I put you down for four?

Ryan: yeah I don't know about that

Seth: ah you should take the misses

(Zach looks at Seth, clearly not happy)

Summer: hey Cohen you should invite that girl from Saturday night, yeah, oh god- I forgot she totally pulled (Marissa is trying not to laugh) a Houdini on your ass (Zach closes his eyes, clearly not liking this side of Summer)

Seth: oooh right, you must be talking about Lindsay not Alex the one I (clicks his fingers then makes a gun with his fingers) made out with (blows his finger like it's the tip of a gun)

Summer: oh i'm sorry Alex my mistake, an here i'm feeling sorry for the wrong girl

Zach: I should probably get to class (walks off)

Summer: you know you just really should make sure she wears comfortable shoes so she doesn't twist her ankle when she's running away

Seth: yeah? like-like him (points to Zach walking out the door)

Summer: uh (goes after Zach) (yells) Zach (runs between Ryan and Seth) wait

Seth: (smiles) that worked out rather nicely

Theme Song - California by Phantom Planet

Cohen kitchen - Sandy is on the phone trying to get hold of Caleb

Sandy: Caleb its me, I still haven't heard back from you about settin up another meeting with Renee Wheeler an her attourney (Kirsten comes in) (sighs) so do me a favor an call me back will ya (hangs up) (to Kirsten) how bout some eggs

Kirsten: (holding plans) you ok

Sandy: yeah, how bout an omlette

Kirsten: I know i'm not spose'to ask about the case

Sandy: honey even if I could talk about it, i'd have nothin to tell ya

Kirsten: my dads still not talking

Sandy: w-what could he possibly have done that he'd rather go ta jail then admit to...unless...life with Julie Cooper is tougher then we thought

Kirsten: what're you gonna do

Sandy: the only thing I can do, ask for a continuance...buy some time an...find out what he's hiding

CUT TO: Harbor school - Ryan walks into a class room, and Lindsay is at a desk about to sit down. Ryan smiles then walks over to her

Ryan: (softly near her ear) hey, how you doin

Lindsay: (turns around) hi (smiles) uh good, i'm-i'm good um...I thought about what you said on the weekend an...you were so sweet...and so honest

Ryan: i'm glad cause um...there's this dance

Lindsay: uh yeah um (Ryan has a huge smile on his face) actually I don't think so (Ryan's smile disappears) I mean I...would love...to go out with you but (Ryan looks at her, confused) we're lab partners, can you imagine...how awkward its gonna be if we break up

Ryan: (looks at Lindsay stunned) we haven't even gone out yet

Lindsay: it's already awkward, let's face it relationships almost always end badly an this way...we can be friends for the rest of our lives

Ryan: ...so you just wanna be friends

Lindsay: I think we should be

(Ryan nods and walks away, disappointed. the lights go out in the class room. Ryan looks over at Lindsay then takes his bag off and goes to sit down)

CUT TO: Bell goes and we see kids coming out of class rooms. we hear a cell phone ring then see Marissa coming out of a classroom into the hallway

Marissa: (answers her phone) hello

(we see DJ standing out in Harbor parking lot, the SnO.C. banner is in the background)

DJ: hey is now a bad time

Marissa: (smiles) where are you

DJ: i'm in the parking lot, do you think you can get away for lunch (smiles)

CUT TO: Marissa's bedroom at the mansion. - we see Marissa from about her waist up, fall back on her bed

Marissa: I...really like our lunch breaks

(we see DJ move into the shot, on top of her. he leans down and kisses her)

DJ: (softly) so, what's the SnO.C.

(they both laugh/smile)

Marissa: it's just this dance (Marissa moves out from under DJ and leans on her elbow. he's sort of the same, their noses are almost touching) we never get snow here so we kind of have'ta make it (kisses DJ) ourselves

DJ: oooh, it sounds like fun (kisses Marissa's neck)

Marissa: actually its very Harbor, you'd probably hate it(laughs)

DJ: (stops kissing her neck) guess it's a good thing that no ones asked me then

Marissa: I would of...its just i'm kind of running it so I figured

DJ: you don't wanna be distracted by havin to...I don't know finally introduce me to your friends

Marissa: i'm sorry...but (shrugs) I figured id be so busy i'd be a bad date, if you-

DJ: its cool (smiles) i'd rather be alone with you anyway

Marissa: (smiles) well we could go out afterward, or we could just stay in

(Marissa kisses DJ and they go back to laying down, DJ moves on top of her. we hear a door shut and see Julie coming through the front door of the mansion, she walks in and picks up the mail. she begins to flick through it then hears Marissa and DJ, I can make out Marissa saying 'that tickles, i'm serious'. - we then go back to Marissa's room and see them still making out heavily, Marissa moves so that DJ is now underneath, she's sort of leaning over him and undoing his shirt. once Marissa has it un done DJ sits up and Marissa lies back. Julie opens the door)

Julie: Marissa...

(Marissa gasps then sits up so she's next to DJ)

Julie: (shocked) oh my god

(Marissa sits up more and pulls her singlet down to cover her stomach/back)

Julie: (frowns) the yard guy

Marissa: m-mom

Julie: what're you doing home from school

Marissa: i'm on my lunch break (moves off the bed) and now if you'll excuse me (picks up her things) I have'to get back

DJ: I better get to work

Julie: (to DJ) no you don't, your fired (points) (to Marissa) and you young lady, are grounded

Marissa: (scoffs) like that's gonna keep me from seeing him, come on DJ

Julie: (to DJ as he walks passed) you stay away from my daughter you hear me

(DJ looks at Julie then walks out. Julie glares at DJ)

CUT TO: Newport group - Kirsten is talking to her secretary? Sandy comes in

Kirsten: oh thanks Michelle, did my dad call (takes messages)

Michelle: no an i've tried him on his cell and at home

Sandy: hey

Kirsten: hey (walks over to Sandy) how'd it go with the judge

Sandy: well not only was my motion for a continuance denied, trials now ben fast tracked (Kirsten looks at him) we've got less then two weeks

(now they are inside Kirsten's office. Sandy picks up her phone)

Sandy: i'm callin Caleb again (dials)

Kirsten: how could I of not see this coming

Sandy: oh honey come on, how could'ya have

phone msg: your call has ben forwarded (Sandy hangs up)

Kirsten: I've ben working with him side by side all this time, how could I of not known that he was bribing this woman from the city council

Sandy: if that is what he was doing...?

Kirsten: what'did she say at her deposition

Sandy: nothing (shrugs) her lawyer wouldn't let her answer any'a my questions

Kirsten: ya can't talk to her without a lawyer

Sandy: well...I could

Kirsten: that would be unethical

Sandy: yeah, strictly speaking (Kirsten looks at him) but desperate times... (Kirsten shakes her head) i'm just sayin if I happen to run into the woman

Kirsten: (worried) I don't want you getting yourself in trouble over this

Sandy: oh honey (kisses Kirsten on the cheek) it's a little late for that

(Sandy leaves and Kirsten turns around and sighs, she looks worried)

CUT TO: Harbor student lounge - Ryan is standing at the bench of the food/drink bit and Zach walks over to him

Zach: hey, Ryan, you know where I can buy my SnO.C. tickets

Ryan: can't say I do

Zach: you're not going

Ryan: uhhh no

Zach: no one to go with?

Ryan: I had someone to go with, she jus...didn't...wanna go with me (frowns) uh what's up are you goin with Summer

Zach: definitely, its a given right...except of course for Cohen

Ryan: ah I don't think he's askin Summer

Zach: I don't think...he has to, I mean even if he doesn't ask her somehow the nights gonna end up about them

Ryan: ah I get that, believe me (raises his eyebrows) but uh I think it's really over, I mean Seth has a new girl now

Zach: really (raises his eyebrows) so he's over Summer

Ryan: oh yeah, definitely (Zach nods) (not so confident) I think so...h-he wants to be...

(Zach looks down)

CUT TO: The Bait shop - a guy wheels some beer cartons in for Alex and in the background Seth comes in

Seth: (sighs) hello Alex, how are we today

Alex: here finally, can you carry these to the storeroom

Seth: the storeroom, sure, maybe you'd like ta show me where it is

(Alex looks at Seth, and Seth winks at her sexily)

Alex: alright, Cohen we need to work

Seth: ok, if by work you mean (coughs) make out uh-hm

Alex: no, by work I mean work

Seth: alright, no romance in the work place, that's fine I can respect that, but in that case Harbor schools annual SnO.C. balls comin up...wha'dya say, little dancing a little faux snow

Alex: obviously you got the wrong idea Saturday night (shakes her head) because you an me it's... (laughs) not happening (walks away)

Seth: ...ok, ok except you did kinda kiss me

Alex: ah-huh (smiles) it was fun!

Seth: (confused) it was fun...that's it, it didn't mean anything to you

Alex: dude, it was just a kiss

Seth: ok then why didn't you just shake hands

(Alex looks at Seth then walks over to the beer guy and kisses him)

Alex: thanks Homer, see ya Thursday

Homer: (smiles) thankyou

(Homer walks away and Seth stands there stunned)

Seth: ...you just kissed the beer guy

Alex: so it is just a kiss, right Mandy

(Alex turns and kisses Mandy, Seth stands behind them so we can see his face between theirs, Seth has his mouth open)

Mandy: right (smiles, then walks off)

Alex: so Saturday night was (shrugs) fun but...that's all (Seth nods, stunned) those...sodas aren't gonna carry themselves to the store room

(Alex walks off and Seth frowns, still stunned by what just happened)

CUT TO: Harbor parking lot - Ryan and Seth pull up in the range rover

Seth: d'you think its offensive ta say that like...all women are crazy

Ryan: probably to women

Seth: (frowns) it makes no sense man Alex kisses me an then she turns right around an she kisses Homer

Ryan: who's Homer

Seth: (frowns) the beer guy, an he's not a looker either an then after that she turns right around and kisses Mandy

Ryan: (frowns) Mandy's a girl

Seth: yeah

Ryan: wow

Seth: no, I couldn't even enjoy it so (emphasised) consumed was I with how crazy women are

Ryan: ugh believe me I know (gets out) I spent all night at a bus stop talking to Lindsay everything's great, next thing I know, she dumps me before we even go out

Seth: crazy

Ryan: I know

Seth: I know (gets out) i'm tellin ya man, women are so freakin crazy I wouldn't be suprised if next time we see em, Alex is draggin me to the storeroom an Lindsay's askin ya to the dance

Ryan: uh I don't think so (sighs)

Seth: which part you an Lindsay or me an Alex gettin it on

(we hear a car door slam, then see Marissa struggling to carry boxes and rolled up cardboard for the dance)

Ryan: hey (Seth waves)

Marissa: (smiles) hey

Seth: (walks over) how are you, you need a hand with somethin

Marissa: sure

Seth: alright (takes box from Marissa and passes it straight to Ryan {lol, typical Seth} Ryan be a gentleman, i've got class (walks off)

Ryan: what'do you need me to grab

Marissa: umm, in my car is a penguin {I have no idea how she managed to say that straight faced! lol)

Ryan: (looks at Marissa) a penguin

(the next thing we see is Ryan carrying a HUGE stuff penguin over his shoulder, the head is towards the camera, and the butt is behind him. he has to hold it with one hand cause he has the cardboard box under the other arm. you can tell he's struggling, lol. Marissa is walking next to him)

Marissa: (sees) be careful!

Ryan: oh don't worry, i'm fine

Marissa: it's the penguin i'm worried about, he's very expensive

Ryan: (out of breath) oh is he, well uh oh (the penguin tips forward and he starts to lose his grip on the box) oh oh oh

Marissa: (panics) oh my god, no Ryan

(Marissa takes the weight of the head so they are both holding half. Ryan starts to muck around with Marissa, there is dialogue here, I think Ryan says (in a penguin voice) 'my legs went floppy my legs went floppy, then Marissa says 'that's not funny'. it's really nice to see them laughing with each other. we see Lindsay on the stairs and she looks over at them. at this point Marissa has dropped the rolled up cardboard she was holding, and just has hold of the penguin. Seth stands next to Lindsay who looks jealous)

Seth: its not too late (points) you can still ask him to the SnO.C.

(we see Ryan with the penguin held above his head, he's chasing Marissa with it. Marissa picks up one of the rolled up cardboards)

Marissa: (laughing) you have no idea how hard it is to plan one of these events

(Marissa whacks Ryan with the cardboard, Ryan smiles)

Seth: Ryan? love's to dance

Lindsay: he's gonna think...i'm crazy

Seth: oh ho ho, he knows your a girl, he expects it (walks off)

(Lindsay watches them more, we see Ryan running off with the penguin, and Marissa chasing him with the cardboard. we then go to a class room. Marissa and Ryan walk in. it looks like Marissa is using it as 'SnO.C.' headquarters because there are decorations and things in there)

Marissa: mm I have your tickets for the dance an no arguments ok, cause it's for charity

Ryan: (puts the box down) if I buy the thing do I have'to go i'm kinda dateless at the moment

Marissa: yeah, me too

Ryan: what about you an DJ, I thought you guys were

Marissa: we're hanging out but...it's a school dance an I think he'd feel weird about it

Ryan: hey it's my school, I feel weird about it

Marissa: yeah me too an i'm the one throwing the thing

Ryan: guess you can't not go huh

Marissa: I wish, both my parents are hosting (gets the tickets out) hey you know what why don't we go together (Ryan looks at her) as friends of course but at least that way we wouldn't have'to be alone

Ryan: uh that's true

Marissa: (smiles) great, so sevens good

(Ryan points at her then leaves the room)

CUT TO: Summer walking down the hall, Seth is standing near a locker and sees her, he thinks about going over to her and you can tell he's torn. Summer walks passed and he walks next to her

Seth: hello Summer, you look lovely today are those manolo's

Summer: what'do you need Cohen

Seth: well I need help

Summer: no argument here

Seth: see it turns out Ryan's good for some things ummm comic books, bench pressing, engine repair but sometimes...a more feminine point of view is required

Summer: you're asking me for girl advice

Seth: an I know its...really weird cause you know you an I are not anymore, the thing is Summer...truthfully you are the only person in my life that I... (closes his eyes) your right this is...really weird an bad, i'm sorry (walks away)

Summer: no its

Seth: it's really its cool

Summer: its ok, i'm listening

Seth: really

Summer: kind of (picks up a magazine)

(they walk over to the couch and sit down)

Summer: uh-hm

Seth: ok, alright so you remember that girl from Saturday right, the one that I-

Summer: you made out with an were rubbing my nose in it

Seth: so I thought y'know she likes me right so I asked her to the dance

Summer: she said no

Seth: right, an then she kissed two people...right infront'a me (raises his eyebrows)

Summer: damn, she's good

Seth: at what, besides kissing though

Summer: well...she's playing you hot an cold and so far Cohen you've just ben hot

Seth: Summer

Summer: not that kinda hot, you need'a cool it down Cohen, you gotta go like...iceman on her ass, see how she likes it

Seth: was that your first Xmen reference

Summer: topgun (smiles)

Seth: topgun

Summer: mm-hmm

Seth: hey that's one of the greatest love story's of our time

(we see Zach walk in, he looks over and sees Summer sitting with Seth, he's not happy. we see them close up, Seth says something about 'an F14 then Summer hits Seth on the head playfully with her magazine. Zach watches then turns away)

CUT TO: Outside a law office, there is a sign but I couldn't make out the name - Renee Wheeler is walking towards her car, I assume her lawyer works there. just as Renee gets close to her car Sandy gets out of his

Sandy: Ms. Wheeler (Renee turns around) Sandy Cohen, Caleb's attourney

Renee: Mr. Cohen you know I can't speak to you without my attourney present

Sandy: with all due respect Miss Wheeler ya didn't say a word to me when your attourney was present

Renee: I had nothing to say, i'm not the one on trial here

Sandy: then why'd the DA indight you too

Renee: (looks at Sandy) ask my lawyer, your going to be hearing from him as well as the bar association, goodbye Mr. Co-

Sandy: you're hidin somethin Ms. Wheeler we both know it, look whatever is goin on between you an Caleb

Renee: there is nothing going on between me an Caleb

Sandy: oh ok well there was...wasn't there (Renee looks at him) so you had an affair so what its over, why not come forward...why risk both of ya goin to jail over-over nothing

Renee: I have to go ill see you in court (gets in her car)

(Sandy watches, helpless)

CUT TO: Harbor classroom - Lindsay walks in, and over to Ryan who is already sitting at a table.

Lindsay: (smiles) hey

Ryan: (indifferent) hey (writing in his school book)

Lindsay: ...so iiiiv'e ben thinking aaannndd well (Ryan glances at her quickly) yes...I would love to go to the dance with you

Ryan: (suprised) you would

Lindsay: yes

Ryan: umm (frowns) i'm kinda goin with someone else now

Lindsay: oh

Ryan: yeah

Lindsay: with Marissa...

Ryan: (not looking at Lindsay) yeah

Lindsay: god, of course um

Ryan: but only because you said-

Lindsay: no, no I know an...I was right the first time (Ryan looks at her) really I don't...I don't even like dances soo (laughs) have fun

(Lindsay starts her work, and Ryan goes back to his. Lindsay looks at him then looks back down, Ryan looks at her)

CUT TO: Summer walking in the halls, she walks up to Zach who is at his locker

Summer: hey (touches Zach's back) missed you at lunch

Zach: yeah I was...in the library I had to finish a history paper

Summer: uh library god how can you work in there, it is like sooo quiet

Zach: look I got world lit so I gotta go (walks away)

Summer: well hey (Zach stops) um I was thinking maybe before the dance we could like go-

Zach: yeah...about that (looks down) um...it turns out i'm not gonna be able to go (Summer nods, sad) I got family stuff, sorry

Summer: ok well unless you're like grieving over the death of a family pet...we're going to the SnO.C.

Zach: why don't you just ask Cohen...i'm sure he'd love to take ya

(Summer doesn't know how to respond, Zach walks off. Summer sort of rolls her eyes then says ugh)

CUT TO: The Bait shop - Seth comes in on the top floor, Alex sees (shes also up top but over the side) and gets up to go over to him

Alex: hey great your here, the floors need sweeping an mopping and I know how much you looovvveee cleaning the bathroom so I saved them for you but you can start with clearing those empties

Seth: (nods) great, ill get right on it

(Seth picks up a trash bag and walks over to the table. Alex stands at the stairs and looks at Seth. Seth whistles and turns the trash bag around the other way, finds the opening then puts rubbish in it)

Alex: your not very chatty today are ya

Seth: uhh, I don't know is there...something you wanted to talk about

Alex: no, not really I-

Seth: alright (goes back to clearing) uh-hm

(Alex's watches him not sure why he's changed, she goes down the stairs)

Seth: you know what (Alex looks up) there is something that I think we should discuss (Alex walks back up) here's the thing um...first of all I love working here I do but right now (Alex is listening) for me...with school an homework an this dance coming up...I don't know that I have time for a job

Alex: you're quitting

Seth: yeah

Alex: because I wouldn't make out with you in the storeroom (frowns)

Seth: what, no th- just come on listen I asked you to a dance, you said no (Alex is listening) I respect that ok I do I just for me I have...just (closes his eyes) alot of obligations...right now...outside of the Bait shop...so y'know

Alex: ...ok

Seth: ...ok

(Alex walks away from the stairs and walks passed Seth. she pulls some money out of like a petty cash box)

Alex: umm this is what I owe you for the week sooo (hands Seth the money)

Seth: ok yeah well you know, it looks like it's...all there

Alex: its ben really great working with you

Seth: you too I mean...you've ben lovely so...

Alex: see ya

Seth: yeah, take care

(Seth walks out and stands there thinking. Seth is outside, he stops just outside the entrance and almost turns back then continues walking. he gets a little further away and stops again, he looks towards the Bait shop then continues walking)

CUT TO: Cohen backyard, it's now night - Sandy is on the phone still trying to get hold of Caleb

Sandy: (on the phone) Caleb it's your lawyer leaving you yet another message, call me back will ya i've had a break through

(Kirsten walks out from the side of the screen, Sandy hangs up)

Kirsten: I was wondering what you wanted to do tonight (Sandy makes an 'I don't know' motion) are you ok

Sandy: yeah sure, are the boys still here, we should get some picture before they head out to the big dance

(Kirsten looks worried about Sandy)

CUT TO: Cohen family room/living room - Seth is sitting on the couch watching a movie, Ryan is dressed for the dance

Ryan: come on buddy get off your ass, come to the party

Seth: thankyou Ryan but i'd like to just...sit here an watch my kungfu movie if you don't mind

Ryan: well Marissa an I are only going as friends, we can all go together

Seth: (closes his eyes) oooooh that is how lame i've become I cant even be third wheel to an actual relationship

Ryan: awww

(Sandy and Kirsten come in)

Sandy: (to Ryan) whoa look at you, oh you look sharp (fixes Ryan's tie {aww}) (Ryan smiles) so you takin that girl that Seth was tellin me about

Ryan: no, that didn't really work out

Kirsten: Seth, why aren't you dressed (Seth looks frustrated)

Sandy: yeah, your gonna be late for the party

Ryan: not the Seth Cohen pity party

Seth: could you guys maybe take this discussion elsewhere Samahung's? about to face off with his arch nemesis its kind of a big deal

(Sandy looks at Kirsten, Kirsten looks at Sandy. you can tell they both have something in mind)

Sandy: you know I-I kinda feel like kickin back with a good movie (Seth closes his eyes in disbelief)

Kirsten: me too

(Sandy sits on the left of Seth and puts his arm across the back, Kirsten sits on the right. Seth groans {lol})

Kirsten: so

Seth: ugh (Ryan stands at the back of the couch directly behind Seth)

Kirsten: what're we watching (Seth looks at Kirsten)

Seth: eh- (sighs) th- (sighs) (gives in) (un happy) masters of martial arts

Sandy: (points) this is masters'a martial arts

Seth: yes

Sandy: I hear this is wonderful (Seth closes his eyes, you can tell he's not enjoying the parental company {lol})

Kirsten: (frowns) why is that ninja smoking a cigarette

Sandy: honey honey I-I I don't actually think that's a ninja, ninjas usually wear capes, right

Kirsten: oooh so a ninjas like a super hero

Seth: (had enough) mom dad you two enjoy (gets up) Ryan (steps over Sandy's legs) give me five minutes

Sandy: wh-where you goin (Ryan smiles) come on back

Ryan: nice work (Kirsten smiles, pleased)

Sandy: never underestimate a parent's ability to mortify his child

CUT TO: Marissa bedroom - Marissa and Summer are both there getting ready for the dance

Summer: so, no SnO.C. for DJ

Marissa: (laughs) with my mom an dad hosting, he'll just pick me up after, an then maybe Zach'll show an we can all go out

Summer: I don't care if Zach shows, infact honestly I would rather go by myself (sits on Marissa's bed)

Marissa: oh really

Summer: (nods) mm-hmm

Marissa: you would

Summer: no

Marissa: good because you're going with me an Ryan (picks up her bag)

Summer: great, now i'm being dragged along like the homely cousin from Iowa (Marissa looks at her) well you know (knock at the door) at least I wont have'to deal with Cohen knowing that i'm going alone

(they both walk to the door. Marissa opens it and we see Ryan, and of course Seth standing there. Seth is shocked when he sees Summer)

Summer: OH - GOD (looks at Marissa)

Seth: hello Summer

(Summer walks between Ryan and Seth, and out of the room. Marissa does the same. Ryan follows Marissa then Seth looks in Marissa's room before turning around and following them)

Seth: where's Zach

CUT TO: The 4 of them driving in the car - it's just like old times. Ryan is driving, Marissa is next to him. Seth is behind Marissa and Summer is next to Seth. everyone is quiet

Ryan: so just like old times huh

Seth: seriously man four people an not one of us could get a real date...I guess we're gonna win the awards for biggest losers in Newport beach

Summer: (smirks) you must win that award alot

Seth: (looks at Summer) (fakes laughs) ooh i'm sorry, is Zach in here, is he hiding somewhere...Zach? ...Zachary (pretends to look {lol})

Summer: ok at least he didn't kiss two people right infront'a me (raises her eyebrows)

Marissa: (turns around) who did that

Summer: Seth's girlfriend, oh i'm sorry that's right she dumped you (Seth fake laughs)

Marissa: she kissed two guys right infront of you

Ryan: ...I think it was a guy an a girl

Summer: what! (Marissa smiles)

Seth: thanks for that buddy...

Summer: wait she kissed another girl you did not (hits Seth) tell me that

Seth: I- a gentleman never tells (Summer laughs) when his...girl kisses...a girl an a guy (Summer laughs again)

Marissa: (sighs) it does kinda feel like old times (Ryan smiles/laughs)

CUT TO: The SnO.C. - Marissa, Summer Ryan then Seth walk in. we see the results of Marissa's decorating and it's gorgeous. there are little penguins scattered around. faux snow on different parts of the decorations, and some things that look kind of like lit up snow flakes. the four walk through what looks like an ice tunnel and stop just outside it. we see tables, the dance floor and lots of people dancing and having a great time.

Summer: oh my god Coop

Marissa: (unsure) is it ok

Summer: ok? it's beautiful!

Ryan: I can't believe you did all this

Seth: it reminds me of when Mr. Freeze attacked the Gotham society ball (Marissa and Summer look at him) which is a compliment

Marissa: (nods) well i'm just glad people showed up...an there actually dancing! (she looks at Ryan)

Ryan: you don't wanna...

Marissa: dance? (smiles) sure, why not (grabs Ryan's hand and leads him to the dance floor)

Ryan: ill see you later

(Seth makes dance moves at Summer)

Summer: don't even think about it

(Summer walks off, Seth puts his hands out as if to say 'what' then walks off - we now see Marissa and Ryan on the dance floor together, Ryan has one hand on Marissa's waist and the other holding her hand. Marissa has one hand on his shoulder/around his neck and the other holding his hand, they are standing a little apart. not how we're use to seeing them)

Ryan: (laughs) how bad do you wish DJ we're here right now

Marissa: its ok (shrugs) ...just if it's not too weird, don't stand so far away...it looks like we're in the fifth grade

Ryan: right...

(Ryan moves in a little and Marissa puts her head closer to his shoulder. she touches his head with hers and smiles. they continue to dance. you can tell she is enjoying it. {they look soooo sweet, even though they are just friends. I felt like she was thinking the same thing I was, it's been too long! 127 to be precise ;)} - ok the camera pans and we see Julie walking around the dance floor. Julie smiles and walks over to Jimmy who is eating)

Julie: (taps Jimmy) Jimmy look, see (points to Ryan and Marissa dancing together)

Jimmy: mmm, yeah (swallows) she looks beautiful

Julie: yes but more importantly she's with Ryan who right now lets face it...looks like prince charming (smiles)

Jimmy: (looks at Julie) so your happy

Julie: ooooh so happy...thankyou for coming (kisses Jimmy on the cheek)

(Julie kisses him a little too long, and they have a 'moment')

Guy: Jimmy hi

Jimmy: ooh hey

Julie: (smiles) hi

(we pan back over to Marissa and Ryan for a second, they look much more comfortable with each other now)

CUT TO: Cohen front door - Kirsten opens it and Caleb is standing there

Kirsten: dad, Sandy didn't tell me you were coming over (Caleb kisses her on the cheek)

Caleb: he said he had something that could save my hide, clearly he didn't share it with you

Kirsten: no he actually respects things like attourney client priviledge

(Sandy comes in)

Sandy: yeah I said call me, not come over

Caleb: I was in the neighbourhood

(we see Caleb and Sandy walk out to the backyard)

Caleb: so...what'a you got, what is this miraculous development

Sandy: I spoke with Renee Wheeler today I know about the affair

Caleb: what?

Sandy: relax, she didn't give ya up, why didn't ya tell me

Caleb: because the details of my personal life...have no bearing on this case

Sandy: oh yes they do, the DA thinks you've ben payin off Renee Wheeler to get building permits

Caleb: the DA's an idiot (moves away)

Sandy: (follows) even if you were havin an affair with this woman...sixteen years is an awfully long time ta be payin someone alimony...unless there was a child

Caleb: that is the most preposterous-

Sandy: Caleb?, was there a child

Caleb: ...we were together just a few months (Sandy is listening) Renee came to me...said she was pregnant, I set up a trust (through the kitchen window we see Kirsten looking out) it was a long time ago Sandy (we see Kirsten again) I made a mistake

Sandy: well when you make a mistake...you really make a mistake

(we see Kirsten inside now, not through the window. she puts a wine glass on the bench and pours wine into it - Sandy and Caleb are now out the front at Caleb's car)

Sandy: first thing Monday morning you an Renee are gonna go to the judge an tell em everything

Caleb: (in his car) I can't do that

Sandy: (tries to get through to Caleb) your both lookin at jail time

Caleb: i'm sorry Sandy, I can't

(Caleb drives off and Sandy watches stunned)

CUT TO: Zach driving in his car. he's listening to the radio

Radio: hey this is KJHS? the Harbor school radio station coming to you live from the SnO.C winter dance and this song is for all you lonely hearts out there

CUT TO: The SnO.C. - Summer is talking to a girl then the girl walks away and Seth comes up to her. he makes the most adorable 'puppy dog' face at her then motions to the dance floor, she doesn't budge so he does it again, this times she smiles. he again does the 'puppy dog face' at her

Summer: (gives in) fine, but no talking

(Seth has an expression that looks like he's proud of himself, so cute)

CUT TO: Zach in the car again. he thinks for second then looks behind him before making an abrupt U turn which causes the car behind him to blast their horn. Zach is now going in the direct that he came from

CUT TO: The SnO.C. - Ryan is standing by himself and Julie goes over to him

Julie: Ryan (Ryan looks up) hi (kisses him on the cheek) (Ryan is thrown by this) uh you look so handsome

Ryan: thanks...

Julie: I know that you an I have had our differences in the past but now with you an Marissa back together

Ryan: actually we-

Julie: you know, with you gone this summer she got a little bit out of control but with the both of us looking out for her (to Marissa) hi sweetie, we were just talking about you

(we see Marissa come up behind Ryan, Ryan turns around to face her)

Ryan: well we don't wanna keep you from your hosting duties

Julie: oh

(Ryan and Marissa walk away, Julie smiles - Ryan and Marissa are now outside on what looks like a balcony)

Marissa: she told you you were handsome

Ryan: yeah (sighs) (loosens his tie)

Marissa: a year ago she wanted'ta have me committed cause I was dating you

Ryan: yeah an now somehow you've managed to find someone she hates even more

Marissa: I know, can you imagine what she would've done if I brought DJ

Ryan: kinda...which is...why i'm suprised you didn't, you usually don't pass up a chance to ruin your moms night

Marissa: yeah but why put DJ through that, I jus told him to come after

Ryan: so it's not because you're embarrassed

Marissa: (looks at Ryan) I already told you, the winter ball it's...not his type'a thing

Ryan: did he decide that or did you

(Marissa looks at Ryan, then we see DJ's truck pull up in the parking lot below. he honks the horn. Marissa looks and smiles when she realises its DJ. DJ waves to her and smiles. Marissa smiles and waves back. Ryan looks towards DJ then Marissa, then begins to take his jacket off, he then loosens his tie more and takes it off. he holds both out to Marissa)

Ryan: figure we're probably the same size

Marissa: (smiles) (softly) thanks (runs away then turns back) oh hey you sure your gonna be ok

Ryan: yeah actually there's...somethin I have'to do

(Marissa nods and runs off - the next thing we see is DJ getting out of his truck, and Marissa coming up to him - we go back into the dance and Summer and Seth are dancing together {aww} they are dancing close, like how they use to when they were a couple. Seth has his hands linked around, resting on her lower back, and Summer has her arms around his neck. every now and then they make eye contact)

Seth: ...can I talk yet

Summer: ugh

Seth: I just (Summer looks up at him) was curious...why Zach isn't here

Summer: because...he was jealous I guess

Seth: he was jealous, of what of uh...my good looks an charm...of my modesty

Summer: of your big mouth (Seth smiles) he saw us talking an...

Seth: when

Summer: in the hallway...in the lounge...

Seth: yeah

Summer: before...during and after school (Seth sighs)

(we see Zach walk on to the dance floor, he looks around for Summer and sees them dancing together)

Seth: I mean we were jus talking

Summer: I know

Zach: hey guys

(they both look over and see Zach and quickly let go of each other)

Summer: Zach (Seth waves) you came (smiles)

Zach: yeah, I thought you might still need a date (Summer looks at him) stupid huh

Seth: Zach it's really not like that

Zach: yeah (nods) it is...an I-I get it, you guys are just one'a those couples, even when you're not being a couple you'll always be a couple...your Joanie an Chachi...Luke an Leia

Seth: Luke an...Leia were...brother an...sister (frowns)

Zach: yeah well, may the force be with you

(Zach turns around and leaves, Summer watches sad)

CUT TO: Lindsay's house - Ryan rings the doorbell and waits. Lindsay opens the door and sees its Ryan, she smiles and pulls the door shut

Ryan: hey, so (Lindsay takes her glasses off) I...was just in the neighbourhood um (looks down)

(Ryan looks up at Lindsay then down again, we see why. she's wearing cute blue slippers with old man heads on them)

Lindsay: oh uh (laughs) it-its Freud my uh slippers have Freud on them (Ryan smiles) there my...Freudian slippers (Ryan laughs) uh so...what're you doing here

Ryan: I just wanted to tell you...that iiii should've gone to the dance with you, I wanted...ta go...with you

Lindsay: that's why your here

Ryan: and I was hoping we could you know do somethin, hang out (smiles)

Lindsay: (smiles) um...uh...no, i'm sorry

Ryan: (stunned) ok what about tomorrow night

Lindsay: Ryan this just isn't gonna work

Ryan: why not

Lindsay: because your...your you

Ryan: w-what'does that mean

Lindsay: I mean (looks down) your this tough kid from Chino who...lives in some rich family's pool house...with an ex girlfriend who's maybe the most intimidatingly beautiful girl in the history of high school

Ryan: yeah, but right now i'm here with you, I mean I will see you at school...in the hallway...in class and...i'm not givin up (Lindsay looks at him) cause I like you...who knows why but...I think that if you got to know me you'd like me too (Lindsay looks at him) so...night

(Ryan turns around and walks to the car, Lindsay watches then goes inside. she shuts the door and looks out at Ryan through the glass panels, she turns around and leans against the door, you can tell she's struggling with what to do)

CUT TO: Caleb's office - it's dark and Caleb is in there by himself. the camera pans to the door and we see a woman's hand knock. Caleb looks over and we see Renee come in

Caleb: hello Renee, thankyou for agreeing to meet me here

Renee: what's this all about Caleb

(they both sit opposite each other)

Caleb: I understand you had a run in with my son-in-law

Renee: he came to see me but I didn't say anything

Caleb: I know an I appreciate that...this must be tough on you...but we just have'to get through the next couple of weeks

Renee: an then what? an then you go to jail...are you really willing to do that to protect the secret

Caleb: it's not the secret i'm trying to protect, it's my family...this would devastate my daughter

Renee: (looks at Caleb) an what about mine...ours

Caleb: (sits forward) I could arrange for you both to leave the country (Renee scoffs) not permanently just until this blows over

(Renee gets up)

Caleb: what're you gonna do

(Renee looks at Caleb, Caleb looks at her)

Renee: I don't know anymore

(Renee walks out and Caleb sits there, thinking)

CUT TO: The Bait shop - Zach walks in on the top floor. he looks over the railing and we see Alex behind the bar on the bottom floor. the next thing we see is Zach walking away from the stairs down the bottom and over to the bar

Zach: pretty quiet around here huh

Alex: (smiles) yeah all the kiddies are at there various winter dances

Zach: (smiles) you hoo please, one

(Alex prepares his drink)

Zach: you were at the Killers show here right

Alex: uh I go to alot of shows here...cause I was work here

Zach: no, yeah you were here with Ryan

Alex: um yeah at the time, why you go to Harbor? (puts his drink down) why aren't you at the SnO.C. winter wank-off

Zach: it's...complicated...or not...the girl I like is in love with another guy an probably always will be

Alex: and uh right now your girl is at the dance with the other guy...and your here...well if she didn't love you before then this display of courage an dedication should definitely do the trick

Zach: i'm sensing a low level of sarcasm here (smiles) (Alex smiles at him) what am I spose'to do

Alex: (shrugs) be a man, put down your chocolate soda an fight for her

Zach: i'm not really much of a fighter, I know I look big but it's just- I have broad shoulders

Alex: (leans closer to him) no what I mean is that she can't fall for you, if your not there to catch her

Zach: (thinks) your right, I at least threaten to fight for her an even if it turned into an actual fight I could take Seth Cohen (Alex looks at him) thanks (leaves)

Alex: (to Mandy) did he just say Seth Cohen

CUT TO: The SnO.C. - DJ and Marissa are dancing together. she has her arm around his neck, and their heads are touching

(women are gossiping about them, saying stuff like looks it's the gardner - we see them dancing again. Julie sees and doesn't look happy, she begins to walk over to them and Jimmy grabs her arm)

Jimmy: oooh no you don't

Julie: Jimmy

Jimmy: (pulls her) no

Julie: let go

Jimmy: come on your comin with me

Julie: Jimmy I have to-

Jimmy: what embarrass Marissa...don't you remember when we were kids, no one could keep us apart

Julie: ok first of all it is not the same thing, second of all am I the gardner in this scenario, I think not

Jimmy: my parents threatened to cut me off if I didn't break up with you

Julie: (shocked) you never told me that

Jimmy: didn't wanna hurt your feelings

Julie: what'did you tell them

Jimmy: I told them to go to hell, I told em I was in love with you...I was

Julie: well...I was easy to love back then, I was...beautiful an...much nicer

Jimmy: Jules, come on, your still beautiful...an we both know...you were never nice

(Julie smiles, then Jimmy smiles. Julie leans forward and kisses him. Julie pulls back looks at Jimmy and they kiss again)

CUT TO: Outside the SnO.C. - Summer is sitting on a bench by herself and Seth comes out, they look at each other. Summer sighs. Seth waves

Summer: we said that we were gonna stay away from each other...

Seth: yeah except...Ryan left with the car

Summer: well I have'to wait for DJ an Marissa to finish making out so

Seth: (nods) oh

(Summer motions for him to sit, he walks over and sits in the middle then moves right to the opposite end)

Seth: so it looks like we did really well for ourselves

Summer: oh yeah very impressive

Seth: yeah nice going

Summer: right back at'cha

(we hear the screeching sound of tyres then see a car pull up, Zach is driving it)

Summer: (sees) Zach!

(Zach gets out of the car and starts walking over)

Seth: (stands) hey man ya came back listen I w-

(Zach punches Seth in the face, Summer gasps. Seth falls on his back)

Seth: ooh

Summer: oh my god! (goes over to Seth)

Seth: ooww

Zach: oh my god

Seth: oh my goodness

Summer: (to Zach) god you hit him!

Zach: (kneels down with them) I know I-I I don't know what happened i've never hit anybody before

Seth: well you'd never know it

Summer: god

Zach: I-i'm so sorry

Seth: (sighs) probably deserved it

(Alex pulls up, and goes over to them)

Alex: Seth

Seth: Alex

Zach: Alex?

Summer: Alex...

Seth: (sighs) what're you doin here

Alex: I felt responsible for you

(Summer and Zach look at her, then Seth)

Alex: (to Summer) I can take it from here

Summer: yeah I...I guess you can, come on Zach (grabs his arm) see you guys (stands)

Zach: sorry Cohen

(they walk away)

Alex: come on, we have a first aid kit back at the club

(Seth gives Alex his hand)

Seth: in the storeroom perhaps

Alex: do you wanna get hit again

CUT TO: Inside the SnO.C. - Summer has an icepack wrapped in a tea towel and takes it to Zach

Summer: (sits) (sighs) here

Zach: (takes it) thanks (puts it on his hand) ...look...i'm really sorry...I-its just every time I turn around its you an Cohen

Summer: I know...i'm sorry but...he's not my boyfriend, he's not he's just... (shrugs) he's Cohen

Zach: so what am I

Summer: well you were my boyfriend...till you decided not to take me to the dance

Zach: (smiles) so can I ask you a question (Summer smiles) will you go to the dance with me

Summer: (smiles) hmm let me think about it

(they smile at each other {aww}

CUT TO: The Bait shop - its dark and Alex walks in, Seth is already in there sitting down (you can barely see him) he sighs

Alex: you sure you're ok

Seth: i'm fine, its just (Alex sits next to him) a shame you got there when you did cause I was-I was about ready to y'know bring the-the hurt

Alex: (laughs) really

Seth: uh yeah, yeah, yeah you bet

Alex: mm id like to see that

Seth: yeah? little bit a (makes pansy fists) little bit'a that

Alex: ah-huh no, what...are those

Seth: these, these are fists ok

Alex: ok (stands)

Seth: or as I like to call em, the twin ambassadors of pain

Alex: c'mere

Seth: you-

Alex: stand up

Seth: (pulls him up by his fists) you're touching the twin ambassadors

Alex: (grabs his fists) hold them like (laughs) like this, ok

Seth: ok

Alex: ok (starts hitting Seth on the arms)

Seth: what're you...what're you doing

Alex: i'm teaching you to defend yourself

Seth: wh, against who, you!

(Alex hits him again, she starts getting rougher)

Seth: ok this is really fun thanks alright alright ok

Alex: defend yourself!

Seth: I...don't know how-

(Alex hits him hard in the eye, and Seth grabs it. Alex puts her hand up to her mouth, shocked)

Seth: ooww

Alex: (laughs) i'm sorry oh my god are you ok

Seth: god my eye I think you just scratched my cornea

Alex: i'm sorry, no

Seth: I can't see

Alex: no way, no

Seth: it's blurry

Alex: put your hands down, let me see

Seth: its blurry (Alex looks)

Alex: what're you talking about its fine

Seth: then why does it hurt

Alex: um (kisses it better {aww}) ...there does that feel better

Seth: a little...a little bit

Alex: ...did I get you anywhere else

Seth: you kinda nicked me right there a little bit (points to his lips)

(Alex leans forward and kisses him, she pulls back and looks at him then they kiss again)

CUT TO: The pool house - Ryan is lying on his bed reading and there is a knock at the door

Ryan: come in

(Ryan rolls over to look towards the door, Lindsay walks in. Ryan sits up, suprised)

Lindsay: um...after you left...I tried to read (Ryan gets off the bed) and I-I do this thing where I put a red dot at the bottom of the page to see how efficiently i'm reading and sometimes ill have'to read a page two or three times (Ryan smiles) so there'll be...two or three (laughs) red dots um well...after you left iiii...made...eleven red dots at the bottom of the page (Ryan walks closer, smiling) eleven (laughs)

Ryan: Lindsay

Lindsay: i'm talking too much...as usual i'm sorry I-I just I get nervous then I start talking an then nothing can shut me up

(Ryan leans forward and kisses her)

Lindsay: ...except that, I guess (laughs)

Ryan: I know something we can do that doesn't involve alotta talking

(the camera pans and we see Ryan and Lindsay sitting in front of his bed playing the PSX)

Ryan: alright throw the grenade, throw the-

Lindsay: wait, wait, wait (we hear a crash) (laughs) wait what happened to my head

Ryan: it rolled under the truck (Lindsay laughs) it's not good

(Lindsay looks at Ryan then looks away, Ryan looks at her then looks away, Lindsay looks at him again)

Lindsay: so this is h