Opening scene - Driving - the first thing we see is breathtaking aerial shots of the beach then of surfers out in the waves, after a few seconds of the water we then see a close up of Johnny. we cant see yet but he is in the back seat with Marissa. Ryan is driving and Seth is in the passenger seat. Johnny is looking out the window then looks in Ryan's direction

Johnny: you guys seriously thankyou

Marissa: sure, we're happy ta help

Ryan: not a problem man

Seth: I'm just along for the ride but your welcome (Ryan looks at him)

Johnny: you didn't have'ta do this

Marissa: (looks at Johnny) come on yeah we did (Johnny looks at her) I mean Chili's outta town, your moms at work, we weren't gonna let you take the bus

Ryan: yep, takin a bus never seems ta end up well around here

Johnny: (taps Ryan) it's this one up on the right

(we see a few houses, one is noticeably smaller/plainer than the others)

Marissa: aww the one with the white trim (smiles)

Johnny: no it's...the one next to it

(Marissa looks over and we see that Johnny's house is the small, plainer looking one. Ryan stops the car out the front)

Johnny: (takes off seatbelt) the infinity pools in the back

Seth: dude don't even worry about it you should see where (points) Ryan grew up

Johnny: (embarrassed) we're movin soon, after I go pro, a year on the circuit (Ryan nods) save some money buy my mom a house in the flowered streets, it may seem a little optimistic now but

Marissa: no

Johnny: well thanks again

Seth: yeah, see ya

(Johnny opens the door)

Marissa: here, let me help you

Johnny: no I'm-I'm fine, you're all gonna be late for school

(Johnny gets out of the car with his crutches. Marissa hands him his bag and what looks like medication)

Marissa: don't forget

Johnny: oh, thanks, alright (shuts door, nods)

Ryan: see ya

(they watch as Johnny uses his crutches to get to the bottom of the stairs. he drops his bag when he tries to get up the first step. Marissa looks worried, and then we see him drop his crutch when he tries to pick up his bag)

Ryan: ok definitely not fine

(we then see Johnny with his left crutch and bag, and the right crutch lying next to him)

Seth: (looks away, screws up face) I can't watch this

Marissa: I have a free period right now (looks at Ryan)

Ryan: (looks at Marissa) yeah you should stay, help him get settled

(Seth is looking out the window again)

Marissa: you think

Ryan: ill see you tonight, we'll catch up get somethin ta eat

(Marissa leans over and kisses Ryan on the cheek. Marissa then gets out of the car and runs over to help Johnny. Marissa picks up Johnny's bag and holds him under the left arm to help him get up the stairs)

Johnny: no no I'm fine

(back in the car Seth looks away from the window and towards Ryan with a frown, but before he can get a word out)

Ryan: don't speak, kid has no one

(we see Johnny and Marissa now almost at the front door. Marissa reaches over to open the door for Johnny)

Ryan: an I trust Marissa

(we see the front door close and hear the car start)

Theme song - California by Phantom Planet

Cohen kitchen - Kirsten and Julie are sitting together at the end of the table. they have papers in front of them and coffees

Kirsten: so, I was thinking our new business could provide somethinggggg that's missing in Newport (looks at Julie)

Julie: but we've got everything

Kirsten: not a great book store (Julie looks at her) latest fiction, authors giving readings (drinks)

Julie: (unenthusiastically) huh, interesting, but I was thinking that our new business could provide something that Newport actually wants

Kirsten: ok Julie (looks at Julie) what's your idea

Julie: ok, I was reading in Stuff magazine about this service where you can get this girl come an clean your house

Kirsten: I think there called housekeepers an Newport is definitely onta that trend (nods)

Julie: (looks at Kirsten) not housekeepers nude - maids (smiles)

Kirsten: who wants ta see their maids nude

Julie: not maids Kirsten there strippers

Kirsten: (raises eyebrows) who wants a stripper doing their laundry

(Sandy walks in)

Sandy: oh as long as she knows how ta iron my shirts the way I like em, wrinkle free an not too starchy (grins) (Kirsten smiles)

Julie: Sandy gets it, just a few weeks at the Newport Group he's already thinking like a businessman (dramatically) you've gotta give the people what they want

Sandy: exactly, an right now I'm tryin'a give people without alotta money a decent place ta live, Matt set up a big meeting with some potential investors

Julie: ew (screws up face) Sandy (Kirsten looks at her) I don't think I'm in favor of low income housing

Kirsten: Julie you live in a trailer park (Sandy half laughs)

Julie: an I am highly motivated ta change my circumstances, if you make being poor too comfortable what's the incentive ta get rich, believe me if anyone should know (points to herself)

Sandy: wow (raises eyebrows) on that uplifting note ill leave you two ta hash out the finer points of the free market economy (kisses Kirsten, leaves)

Kirsten: look why don't we do something that we know Newport needs an we're already good at

Julie: (looks at Kirsten) I'm blanking

Kirsten: party planning (Julie slowly nods) ill cater charity events, private dinners (moves head side to side)

Julie: we know all the vendors, all the sites (Kirsten nods) already have a huge client base (smiles)

Kirsten: mm-hmm (nods)

Julie: I'm in (smiles)

(Kirsten smiles, Julie and Kirsten clink their coffee cups together)

CUT TO: Harbor school - Seth and Ryan are walking in the hall together

Seth: Marissa called

Ryan: (looks at Seth) I jus dropped her off, why would she call, she's busy

(Summer walks in front of them)

Seth: hey

Summer: hey guys, can't talk I have'ta go see Dr. Kim

Seth: (teasingly) are ya in trouble

Summer: (looks at Seth) uh no I have'ta change my college file I got my SAT score

Seth: Summer we got our SAT scores back months ago

(Ryan goes over to his locker)

Summer: (stops, frowns) oh, well I took mine late remember there was a Valley marathon on the first time around

Ryan: (looks over) how'd you do

Seth: Ryan come on you never ask a lady her age weight or SAT score

Summer: (caually) I got a twenty three hundred (unsure if its good)

(Ryan and Seth look at Summer, stunned)

Summer: (oblivious) what, that bad (frowns)

Seth: that (Ryan looks at him) good

Summer: (suprised) hmm (almost smugly) as good as you Cohen

Ryan: (softly) better

Seth: (thrown) by...just the tiniest...bit

Summer: huh (nods)

Seth: you know I read a study once that said that if fifteen hundred third graders took the SAT one would get a perfect score by probability alone

Summer: yeah, well I'm not a third grader Cohen (shakes head)

Seth: no no I'm not saying you are but I mean how else d'you explain it

Summer: I don't know (shrugs and walks away)

Seth: (thinks, frowns) how is that even possible

Ryan: eh, she did save Chrismukkah (walks away)

(Seth stands there frowning, he is clearly not happy with the "Summer is smarter than me" development)

CUT TO: Johnny's house - Johnny is sitting on the couch and Marissa is helping him get comfortable. she has a blanket in her hands and is leaning over him

Marissa: ok, so you've got your blanket (puts blanket over Johnny) (Johnny looks uncomfortable) pillows, um what else the remote (puts remote in Johnny's lap) magazines, alright just call me if you need anything ok

Johnny: (slightly pointed, softly) don't wait by the phone (Marissa looks at him) (nicer) I mean since you've pretty much thought of everything (takes phone from Marissa, half smiles)

Marissa: well maybe I should stop by after school give you your homework

Johnny: oh ill get it later

Marissa: is everything ok, cause if I didn't know any better id think you were tryin'a get rid'a me

(Johnny's mom lets herself in. she's on the phone)

J's mom: whatever you could do would help

Johnny: ma hey

J's mom: please call me right away if anything changes, thanks again (hangs up) baby how you feelin

Johnny: ma this is um (points)

J's mom: the famous Marissa Cooper

Marissa: hi (smiles)

J's mom: c'mere sweetie

(Marissa holds her hand out to shake and Johnny's mom hugs her)

J's mom: oh Johnny talks about you so much I feel like I know you already (moves side to side while still hugging)

(Marissa and J's mom stop hugging and look at each other, both smiling)

J's mom: (to Johnny) (gasps) you didn't tell me she was (whispers) gorgeous

Johnny: (looks at his mom) ma you're embarrassing her

J's mom: sorry (Marissa smiles)

(Marissa and J's mom sit down)

J's mom: listen thankyou for bringin him home, tried ta get someone ta cover for me at the nursing home but no one wants the night shift go figure

Johnny: mom Marissa has'ta get ta class your gonna make her late

(Marissa looks from Johnny to his mom)

J's mom: well just wait, I've got some good news, I got you an appointment...with the best sports medicine doctor in all of Orange County (Johnny smiles, Marissa smiles) a real fancy orthopedic surgeon works with the Angels an the Ducks

Johnny: thanks ma

J's mom: one hitch...being that he's so in demand there's a wait list...an the waits gonna be a little while

Johnny: ...what like a week

J's mom: seemed kinda more like months

Johnny: but the team will be gone then ill miss the tour (Marissa looks at him worried)

J's mom: I know honey, but there's always next year

Marissa: an maybe there's a way ta get moved up on the list

J's mom: oh no I tried but you know they give these favors ta friends any donors to the hospital (to Johnny) babe (Johnny looks at her) I'm sorry I-I did the best I could

(Johnny forces a smile, Marissa looks at him, thinking)

CUT TO: Harbor school - Seth is sitting on the couch in the student lounge reading. Summer walks over to him and sits down

Summer: hi

Seth: (looks up) hey

Summer: you are not gonna believe this, so it turns out that I am totally smart

Seth: yeah you are, in your own way (touches Summers leg)

Summer: not in my own way (points to herself) in your way (points) to, apparently I have alot of what they call (does quotation with one hand) aptitude

Seth: really

Summer: Dr. Kim told me that like every few years she has a female student that turns out ta be like...academically gifted that jus didn't apply herself (Seth frowns) you know jus focusing more on boys an shopping an (raises eyebrows) celebrity gossip (Seth nods) she said if I study for my finals I could get my grades up enough ta go ta Brown with you (Seth is suprised) wouldn't that be awesome

Seth: (unconvincingly) yeah...sure, uh but uh you know d'you ev- do you wanna go ta Brown

Summer: well now I do, Dr. Kim said that you can make your own major an the school colours are seal brown, how cute are seals

Seth: mmm (nods)

Summer: an then look, well there having this thing (shows paper) tomorrow um for prospective students (Seth looks) an I thought we could go together

Seth: (slightly nods) ok yeah hmm, sounds like a date (looks at Summer, nods)

Summer: (smiles) ok (Seth looks down) what you reading

Seth: hmm, uhh it's just uh Fear an Trembling it's a Kierkegaard (Summer looks at him) he's the godfather of existentialism sort of invented the concept of angst

Summer: (looks at Seth seriously) hmm, well now that I'm smart I'm sure ill enjoy it

Seth: hmm

(Summer puts her head against Seth's head and rubs his chest, reading with Seth. Seth pats the hand that Summer has on his chest. awww they look so cute!)

CUT TO: Cohen family room, night - Sandy and Matt are in there together with a model of the low income housing development. Kirsten is in the kitchen, in the background

Sandy: alright ill do the welcome, explain our philosophy, present the model (points)

Matt: an ill follow up with the numbers

Kirsten: what about Thai for dinner

Sandy: sounds great, happy days are here again (smiles) (Kirsten smiles)

Matt: you two are so perfect together uh its almost painful ta be around

Sandy: well we've ben workin on it for about twenty five years, your bound ta get it right eventually (frowns) what about you, there's a girlfriend in Chicago

Matt: yeah, yeah she's a great girl

Sandy: I look forward ta meeting her

(Ryan and Seth come in)

Sandy: well here's a couple'a guys who know a thing or two about romance (Ryan frowns) Seth, Ryan meet Matt Ramsey

Ryan: hey (shakes Matt's hand)

Sandy: Matt meet my boys

Seth: hey there (Matt shakes Seth's hand)

Sandy: Matt an I are workin on the proposal for our affordable housing development

Seth: oooh that's my cue ta go help mom with dinner (goes to the kitchen)

Ryan: (looks) this is it huh

Sandy: yep

Matt: (sits) it's an early version but pretty much

Ryan: you guys probably don't want my two cents (crouches) but uh

Sandy: why, no-no-no (nods) go ahead

Ryan: well (points) you put a wall up here turns this whole space into a courtyard

Sandy: add some benches, a playground, good idea

Ryan: it's just a thought

(Sandy looks at Matt)

Matt: your a senior right (Ryan looks at him then Sandy) applying ta college

Ryan: yeah

Matt: what would look better on a resume than an internship with a prestigious development company (looks at Sandy) I mean if it's cool with the boss

Sandy: we could use the help

Matt: you got any plans tonight

Ryan: uh yeah with my girlfriend

Matt: cancel em

(Sandy smiles. Ryan half laughs and looks at Sandy)

CUT TO: Johnny's house - Johnny is on the lounge doing his homework, with his leg resting on the coffee table. Marissa is sitting in front of the coffee table using a laptop

Marissa: well this is the doctors homepage...an it says here he works out of Hoag Hospital, my moms done a bunch of charity's for them an (looks at Johnny) Summers dad even works there so this is kinda perfect

Johnny: ...Marissa, I appreciate everything but (Marissa looks at him) (sighs) you can't do this

Marissa: why because I might one day decide ta become a surfer (frowns) get hit by a bus, need surgery an then realise I used my one good favor with the best doctor in town, yeah I don't think that's gonna happen

Johnny: ...jus don't want you ta think this is your problem

(we hear a knock)

Marissa: too late, hang on Summers picking me up (stands) oop sorry

(Marissa steps over Johnny's leg then goes and opens the door. Summer is standing there)

Marissa: hey

Summer: hey, you ready ta go

(Marissa's cell phone rings)

Marissa: oh hang on (looks at who is calling) oh its Ryan we're sposed'a have dinner tonight I should (motions, then goes outside) hey Ryan

Summer: (waves) hi

Johnny: (softly) you have'ta help me

Summer: well I thought Marissa was helping you

Johnny: she is, she's driving me feeding me bringing me my homework, now she's tryin'a get me in with some doctor

Summer: (confused) well she's a good friend I...don't see the problem

Johnny: no she's too nice, she's spending too much time with me

Summer: yeah well she tends ta be a little clingy

Johnny: no it's not that I don't like it (Summer looks at him) it's that I do...alot

Summer: (softly) I called this like so long ago! this...this is a major problem

Johnny: not for anybody but me ok, jus don't tell anyone (Summer looks at him unsure) promise

(Marissa walks back inside)

Marissa: hey, what'd I miss

(Johnny looks down at his homework and Summer looks at Marissa and smiles)

CUT TO: Summers house, next morning - Summer and Marissa are standing outside near the front door, there are stairs in front of them which they walk down to get to Summers car

Marissa: thanks for dropping me Sum, hey you think maybe you could pick me up too

Summer: oh well maybe you should ask Ryan

Marissa: oh I think he's gotta go ta the Newport Group after school

Summer: oh, I guess I could swing by Union

Marissa: oh actually can you pick me up at Johnny's cause I'm gonna drop off his homework and hopefully he'll know about the doctor by then

(they are now at Summers car. Marissa opens the door)

Marissa: hey, you think maybe you could ask your dad ta put in a good word

Summer: yeah I guess, are you sure (gets in the car) I don't know that's the best idea...you being all involved in Johnny's life (worried) you guys are getting really close

Marissa: (puts seatbelt on) yeah well he doesn't really have anyone else...I mean his moms sweet but (Summer looks at her) jus seems like everything's kinda hard for her you know, I'm jus tryin'a help

Summer: ok, ill talk ta my dad (smiles) you know the sooner that Johnny gets on his feet (raises eyebrows) the sooner you don't have'ta be his nurse maid

Marissa: I kinda like being his nurse maid (shrugs, smiles) ...you know maybe I should be a nurse

Summer: (laughs) that is a good one

(Summer starts the car)

CUT TO: Harbor school - Ryan and Seth are walking together in the halls

Seth: so was Marissa totally cool with you canceling on her last night

Ryan: didn't have a problem with it

Seth: but d'you have a problem with it

Ryan: (frowns) why would I- I cancelled on her

(Ryan goes over to his locker)

Seth: yeah but if you cancelled on me id have a problem with it an you know if I cancelled on you an you didn't have a problem with it then I might have a problem with that

Ryan: (looks at Seth) it sounds like you already got a problem (shuts locker, points) an not with me

Seth: who would my problem be with

Ryan: I don't know cause I think it's really great that Summers a genius

Seth: (defensive, shakes head) whoa, whoa whoa no listen Dr. Kim said she had some untapped potential (squints) no one went around usin the G word

Ryan: (looks at Seth) don't do this man

Seth: do what (shakes head)

Ryan: compete with Summer

Seth: why, because...d'you think Summer would win

(Ryan looks at Seth for a few seconds before walking away)

CUT TO: The Yacht Club - Kirsten and Julie are sitting at a table together having a business lunch

Kirsten: so I figured out what our start up costs'll be

Julie: d'you wanna share an appetizer crab cakes

Kirsten: sounds good, we can charge food an liquor on a per event basis, dishes an linen we have'ta figure out whether it's worth buying our own or not

Julie: (not listening) mmm you know what I'm really craving, sweet corn ravioli, or d'you think that'll be too heavy with the crab cakes

Kirsten: (looks at Julie) what I think is, is that you don't find this business very interesting

Julie: oh I'm sorry (closes menu) Kiki um I've jus ben eating alot of ramen lately

Kirsten: Julie if this business works, you'll never have'ta boil your dinner again (nods) (Julie smiles) (frowns) I had a supplier list, well I left it in the car, ill be right back

Julie: ill decide on my order while you're gone (touches menu) (Kirsten looks at her) or read some spread sheets

(Julie picks up a stack of papers. Kirsten leaves. in the background a man who is sitting at the bar looks over at Julie, smiles and gives a slight nod, Julie notices and gives him a smile and then looks back down. the man walks over to her. we find out that his name is Jeff in a minute)

Jeff: so I see you're suddenly uh without a lunch date, care ta join me at the bar for a drink

Julie: no, my friend will be back shortly (smiles)

Jeff: (nods) well maybe I can buy you both drinks

Julie: well she's an alcoholic and uh we're having a business lunch, we're partners (Jeff looks at her) (quickly adds) in a business

Jeff: really (Julie smiles) what kinda business (sits)

Julie: well

(the next thing we see is Kirsten walking back in with papers in her hands. she looks over and sees Julie laughing with Jeff. she has a "why am I not suprised" expression then she goes over to the table)

Kirsten: hey Julie

Julie: Kirsten, oh this is Jeff Grenzel (Jeff stands) uh this is my business partner Kirsten Cohen

Kirsten: (shakes Jeff's hand) nice to meet you, uh we were in the middle of something if you'll excuse us

Julie: actually I invited Jeff ta join us for lunch (Kirsten looks at her) he jus hired us, to do a dinner party at his house this weekend

(Kirsten looks from Julie to Jeff)

Jeff: for five thousand dollars (raises eyebrows)

Kirsten: (stunned) oh, well, have a seat (smiles)

(Jeff and Kirsten sit down)

Julie: (smiles) do you like crab cakes

CUT TO: Harbor school - Seth and Summer are in the student lounge together for the Brown thing

Summer: hey, Ashley, Madison

(we see two girls walking towards Summer)

Madison: Summer, hey

Summer: what's up

Ashley: didn't expect ta see you here

Madison: at a Brown event

Ashley: no offense

Summer: oh none taken (shakes head)

(Seth looks as though he feels bad for Summer. Madison and Ashley smile and then walk off. Seth looks worried)

Seth: you know maybe we should just leave

Summer: why

Seth: well...you know

Summer: you don't think I belong here

Seth: no its not that its jus you know you don't have'ta do this for me

Summer: oh this isn't about you (shakes head)

Seth: ...it isn't...because this has ben my dream for years an I mean...all of a sudden its yours too

Summer: (nods) well maybe I never had a dream...you know maybe for once in my life I actually wanna do something with my life, like something important (Seth listens) be the first woman in space or win one'a those noble prizes

Seth: Summer women'a ben goin'ta space since the sixties an it's not noble prizes its Nobel (Summer looks at him) Marie Curie won in nineteen o three for discovering Radium

Summer: (nods) ...well I think you've made your point

Seth: hey hey hey hey hey don't leave

Summer: oh I'm not leaving, look you may know more about history an science an stuff but...I know a thing or two about working a room (walks away, calls) hey Madison wait up

CUT TO: Newport Group - Matt is in his office and Ryan is in there with him sitting on the couch writing. Matt leans back in his chair and looks as though he's thinking

Ryan: (looks up) you alright

Matt: yeah uh (sits up) I jus got alot on my mind (Ryan looks at him) I promised it wouldn't interfere with my work

Ryan: this job means alot to ya huh

Matt: kinda means everything (looks at Ryan, Ryan looks at him) ...I relocated...to do this with Sandy...an my girlfriend uh well my ex now I guess, I took her down ta Cabo last weekend an invited her ta join me here...as my wife...it turns out she doesn't like warm weather...or me

(Ryan is now sitting in the chair in front of Matt's desk)

Ryan: have you told Sandy this

Matt: it's not his problem...Sandy's a good guy...an he's takin a big chance on me...I won't let him down

Ryan: yeah tell me about it (raises eyebrows)

(we hear a knock. Sandy walks in)

Sandy: guys I hate ta do this to ya but my plates full

Matt: whatever it is, put it right out of your mind, Ryan an I are on it, its already done

Sandy: there's legislation in the works that would change the zoning at the site (Matt looks at him) I need you ta work out both scenarios one if it passes one if it doesn't (puts large folder down)

Matt: ...that means twice the work (looks at folder) (Sandy nods)

Ryan: (to Sandy) well maybe you could reschedule the meeting

Sandy: I would if I could but I cant these guys are comin tomorrow on a Saturday an then headin straight down ta San Diego ta look at another development

Matt: fourteen hours, laptop, coffee, Ryan an I are good ta go

Sandy: that's the spirit, thanks (leaves)

Ryan: hey are we gonna have time ta get ready cause if not we should tell him now (points)

Matt: uh come on, take a little fieldtrip

(Matt stands. Ryan frowns)

CUT TO: Harbor school - Summer is standing with Madison and Ashley at the Brown thing still

Summer: you guys next year is gonna be so much fun

(in the background we can see Seth listening)

Summer: you know maybe we should drive together like have a road trip, shot gun

(the guy from Brown gets everyone's attention)

Eric: excuse me, if I could have your attention please (everyone looks) I just wanna thankyou all for coming, great group

Summer: so true

(Summer and Seth look at each other then back at the Brown guy)

Eric: but unfortunately on average Brown only admits one student a year from Harbor...and its stiff competition (Summer and Seth look at each other) I wish I could admit you all but enjoy the event an good luck

(thankyou Eric is heard faintly in the background. everyone claps. Seth goes over to Summer)

Seth: hey can I talk ta you for a second

Summer: um no I need'ta talk ta the Brown guy, hey hi um I was wondering in your opinion what makes a student stand out

Seth: yes besides good grades (looks at Summer)

Summer: an high SAT scores (looks at Seth)

Eric: well all our applicants are...leaders at their schools, what it really takes is a hook

Summer: (nods) fascinating (smiles)

Seth: ok ok an could you clarify with an example

Eric: sure, say the cellist in our string quartet was graduating an you played the cello

CUT TO: Johnny's house - Marissa and Johnny's mom are hugging each other

J's mom: next week (gasps) that is great news I can't believe it

(we now see that Johnny is standing behind them near the doorway that separates the kitchen from the living room)

Marissa: its really not that big'a deal, you know it turns out Summers dads a plastic surgeon at the same hospital an they jus knew each other (shrugs) (looks at Johnny) I'm glad it worked out though (Johnny looks down)

J's mom: this calls for some kind of celebration, Marissa, your staying for dinner

Johnny: ma I'm sure she has plans

Marissa: oh, I do actually with Ryan

Johnny: that's her boyfriend

J's mom: well invite him too, we'll-we'll order in (Johnny looks down) we'll play board games or watch movies

(Marissa's cell phone rings)

Marissa: (looks at who is calling) that's him

Johnny: probably wondering where you are (goes back into the living room)

Marissa: no he knows (answers) hey, so d'you wanna come over ta Johnny's an get take-out an DVDs we're gonna celebrate

(we now see Ryan talking on his cell phone outside. we can't really tell where he is yet)

Ryan: yeah, yeah ok sounds good (stops) you should...probably start without me though

(we see what Ryan is seeing which is a neon sign that has BARE in a blue colour and then Elegance in a green. the sign is above the entrance)

Ryan: be there as soon as I can

(the next thing we see is Matt and Ryan walking into the club through a red curtain. there is a big guy at the entrance)

Guy: (to Matt) hey (stops Ryan) whoa

(Ryan has a "typical" expression)

Matt: its cool (hands guy money) he's with me

Guy: sure thing boss

(the guy lets Ryan passed and Ryan gives him a nod - inside we see girls in tight outfits pole dancing. another girl who is crouched in front of a guys face. a guy drinking. a close up of a girls backside "dancing". more girls dancing and guys enjoying themselves, and a girl who is on her knees leaning back on one arm while moving her body up and down, finally we see Matt and Ryan heading towards the tables)

Ryan: hey (half laughs) what're you doin man, thought we were gonna go on a coffee run or something

Matt: (sits) well I never said that (drums fingers) I do some'a my best thinkin here man

Ryan: sure I can see why, loud music topless women no distractions at all

Matt: sometimes a good distraction is the best way ta recharge (Ryan nods) here's my muse, Lilly

Lilly: hey Matt (sits on Matt's lap) how's my favourite customer doing

(Ryan watches them)

Matt: I'm in need'a some serious one on one time

Lilly: oh, should I ready the champagne room for you

(Matt motions yes. Ryan looks away. Lilly leaves)

Ryan: hey, come on man

Matt: I got this alright, I'm jus gonna have a little time out, then we'll go back to the office we'll pull an all-nighter

Ryan: I got plans I can't-

(a girl dressed in a skimpy police officers uniform is rubbing Ryan's shoulders from behind. then she runs her hands down his chest. he has an unimpressed expression on his face)

Matt: first dance is on me (gives girl money) ill be right back (leaves)

(Ryan watches Matt leave and the girl walks around to his front and sits down on his lap)

Sippowitz: hi (sexily) I'm Sippowitz

Ryan: hi Sippowitz

(Sippowitz giggles and touches Ryan's hair lightly)

CUT TO: Cohen kitchen - Kirsten is busy cooking and Sandy is sitting at the table working

Kirsten: I didn't know Julie was taking this seriously

Sandy: well you gotta hand it to her she's a born entrepreneur

(Seth walks in carrying something under his arm)

Seth: hey. I'm starving...an that actually smells good

Kirsten: oh yeah it's not for you, pizzas coming, is that a pirate costume

Seth: Summer an I are in a war

Sandy: a pirate war

Seth: well it turns out Brown usually takes only one student from Harbor an we both wanna be it so I need a hook

Sandy: oh you mean like a Captain Hook

(Seth looks at Sandy unamused. Sandy smiles. we hear the door bell)

Seth: ill get that, maybe its...dinner (leaves)

(Kirsten watches Seth leave then looks at Sandy)

Kirsten: (suprised) Summer going ta Brown (Sandy raises his eyebrows) I mean no offense

Sandy: she did save Chrismukkah

Kirsten: (smiles) is Ryan eating with us

Sandy: no he's workin with Matt tonight, I think he's a good influence on Ryan you know he's young, he didn't come from much he's makin something of himself (Kirsten raises her eyebrows) he's a good role model

CUT TO: Bare Elegance - we see more girls dancing with each other, and a pole. then we see Ryan getting his lap dance, he doesn't look like he's enjoying it very much. Sippowitz is sitting in his lap leaning over so that Ryan has to lean back in his chair, he's not far off lying down. she's grinding into him and giggling

Ryan: (shakes head) you don't have'ta do this

Sippowitz: already bought an paid for

(we hear Ryan's cell phone ringing)

Ryan: oh that's my-my my cell ringing in my pocket

Sippowitz: I definitely feel something vibrating (giggles)

Ryan: (laughs) yeah if you could just uh

Sippowitz: no, let me

(Ryan looks away. we see Sippowitz still moving on Ryan's lap, she runs her down his chest and then we see Ryan's head lean back. Sippowitz brings her hand up and she's holding his cell phone. Ryan says something and goes to take it but Sippowitz pulls it away and shakes her head. Ryan shakes his head)

CUT TO: Johnny's house - we see Marissa on her cell phone she hears this

Msg:

Ryan: hey its Ryan, leave a message

Marissa: hey uh its me, I was jus wondering where you are so...um its getting kinda late...so call me (hangs up)

(Marissa looks over at Johnny who is asleep next to her, she puts her cell phone down then pulls the blanket over him, his head moves a little but he doesn't wake up. Marissa sits back on the couch next to him and changes the channel on the TV. she rests her head on her left hand and watches the TV. after a few seconds Johnny's head falls onto her right shoulder. Marissa looks at him, gently pushes his head back over and then goes back to watching the TV. Johnny's head falls on her shoulder again, she looks at him but doesn't move it this time)

CUT TO: Bare Elegance - we see some more of the girls pole dancing/dancing with each other, we then see Ryan drinking a drink by himself. Sippowitz has left him alone now, lol. Ryan looks at his watch, looks behind him then puts his drink down and goes outside. he pulls out his cell phone and dials a number, we can hear the ringing - the next thing we see is the TV at Johnny's with the snowy picture that you get when nothing is on, and we can hear Marissa cell phone ringing. we then see the cell phone flashing, ringing and vibrating on the table then the camera turns to show that Marissa and Johnny are both asleep on the couch. Johnny still has his head on Marissa's shoulder and her head is touching his

CUT TO: Summers bedroom - Summer is struggling with getting a big black case out of her closet, it comes up to about her waist so you can imagine how big and bulky it is. while Summer is struggling with the case Marissa comes in drops her bag on the bed and then lies down, exhausted. Summer looks over, sees her and drops the case which makes a bang and Marissa jumps awake

Summer: (frowns) where have you ben

Marissa: whoa, Summer (gets off the bed)

Summer: I have ben worried sick for hours (puts hand on hip) (Marissa frowns) well, since my alarm went off twenty minutes ago an I noticed you weren't here

Marissa: sorry I fell asleep

Summer: oh, at Ryan's

Marissa: at Johnny's (looks down)

Summer: (looks at Marissa) at Johnny's

Marissa: we were watching a movie

(Summer looks at her, Marissa notices the case)

Marissa: what's that (points)

Summer: (taps case, puts hand on hip) a tuba

Marissa: which you have why

Summer: ...beeecause I do (Marissa raises her eyebrows) because in fifth grade you know when I said I was going ta beauty pageant camp I was going ta band camp an learning ta play the tuba (taps case)

Marissa: (frowns, points) wh-

Summer: wait quit changing the subject, I cannot believe you slept there does Ryan know (Marissa looks at her)

Ryan: (off screen) know what

(Ryan comes in. Marissa looks at Ryan, Summer looks from Ryan to Marissa. Marissa looks at Summer wide eyed)

Marissa: umm...how bad that movie was last night (nods) (cheery) where were you

Summer: (almost bitchy) yeah, where were you

(Ryan looks at Summer and frowns confused. Marissa looks at Summer)

Summer: none of my business (raises eyebrows, leaves)

Ryan: I- I was with Matt and we were working

Marissa: wow so late

Ryan: yeah big presentation today (sighs) so movie no good huh

Marissa: yeah well it kinda put me ta sleep

Ryan: yeah, how's Johnny (raises eyebrows)

Marissa: uh better (nods) I think

Ryan: good good, you get home ok

Marissa: uh yeah, y'know his mom drove me

Ryan: I jus wanted ta say hi

Marissa: yeah don't let me keep you

Ryan: ok

(Ryan and Marissa hug. we see closes ups of their faces and they both look guilty)

CUT TO: Newport Group - we see a close up of the affordable housing development, and we can hear Sandy's voice. he's on the phone

Sandy: Matt the investors are in the conference room I need your part of the presentation call me when you get this (hangs up) (to Ryan) Matt's missing in action any idea where he could be

Ryan: (sits) uhhh he was pullin an all-nighter maybe he slept in

(Matt comes in. he looks like hell)

Matt: great, there they are, I'm sorry Sandy

Sandy: ready

Matt: as ill ever be jus let me put my tie on (Ryan looks down) clear my head, five minutes

Sandy: you've got four an you might wanna run a comb through your hair (points, leaves)

Matt: thanks for not bustin me

Ryan: you gonna make me wish I did

Matt: (smiles) I know these guys man, I got it under control

CUT TO: Harbor school - we see the school band walking together in the hall. Summer is standing off to the side watching them in the uniform with her tuba, she tries to blend in and walk with them

Summer: ohp, hi Ash

Ashley: you're not in the band

Summer: well no technically not but I thought I could play the tuba blow a few minds maybe get asked ta join, I mean what'do you think-

(we see what Summer is seeing which is Seth dressed in his pirate costume and talking to the head cheerleader at her locker)

Seth: I'm a big fan of physical comedy an I'm extremely limber (points) plus Johnny Depp has ben a huge inspiration to my life I jus think he's taken the pirate thing ta just a whole new level (Summer squints) and the Brown bear is retiring next year

HC: I told you, we already have a mascot

Summer: (screws up face) oh my god

HC: an what's with the peg leg

Seth: why

HC: it's really creepin me out (walks away)

Summer: (yells) Cohen

(Seth looks over and sees Summer in the band outfit with her tuba)

Summer: Cohen what are you doing

Seth: Summer what're you doing

Summer: I asked first, you know what you don't need'ta answer that because it's obvious

Seth: yeah, I'm not the one wearin a tuba

Summer: oh that's really big talk from a guy wearing hoop earrings (pointed) at least I played the tuba

Seth: pffff

Summer: what I do

(Seth hits himself on the head with the peg leg and makes a funny face)

Summer: now if you'll excuse me I (raises eyebrows) have'ta get ta practice

(Summer walks passed Seth and hits him in the chest with her tuba so Seth jabs Summer in the back with his peg leg, lol)

Summer: (turns around) oooowww

Seth: did you jus whack me with your tuba

Summer: did you jus jab me with your peg leg

Seth: it was a tap you little whacker!

Summer: it was a jab jabber! (Seth looks at her) why d'you have'ta be better than me at everything

Seth: (leans forward) see that's jus it Summer, I'm not better than you at everything (Summer looks at him) there was one thing that I was better at... (walks away)

(Summer watches Seth walk away, sadly)

CUT TO: Newport Group - Sandy, Matt, Ryan and 3 other people are in the conference room for the presentation. there are 2 men and one woman. Sandy is standing up

Sandy: and the commercial space at street level can provide jobs places ta eat a daycare center

Guy: sounds good Mr. Cohen but we've heard there are regulations in the works which, well could complicate things

Sandy: so have we (points) Matt's worked out both sets'a numbers, Matt

Matt: (stands) thanks Sandy, so if the legislation does not pass (hands out information) a profit model will look something like this

Guy: an if it does

Matt: umm then we would have to uh (hands info to Sandy) decrease the amount of commercial space which would uh (raises eyebrows) decrease the...revenue

Guy: by how much do you think

Matt: I would say a significant amount

(Sandy looks at Matt. Ryan looks from Sandy to the investors)

Guy: Matt we do business in dollars, how many're we talkin about here

(Matt swallows and looks down. Sandy looks at Matt in disbelief. Ryan looks up at Matt)

Matt: I'm-

Sandy: (stands) well, we haven't worked out those numbers right now

Guy: (looks at Sandy) we didn't drive all the way down here for a-a hypothetical conversation

Sandy: of course you didn't, we'll have those numbers to you by this afternoon (looks at Matt) right Matt (Matt nods)

Guy: well thankyou Mr. Cohen (stands) for your impressive presentation, I think we've heard all we need to today (drops information on top of the model)

Sandy: well thanks for your time

(the investors leave and Sandy is not happy. Sandy glares at Matt)

Matt: I'm sorry uh I...I (leaves)

(Ryan picks up the information and looks at it, Sandy looks at him)

Sandy: got anything you'd care ta tell me (Ryan looks at him)

CUT TO: Johnny's house - Johnny is in the kitchen trying to pour himself some water. we hear a knock at the door and Johnny puts the jug down

Johnny: (calls) coming

(Johnny turns to head towards the door and the glass of water smashes on the floor, he also falls with it and makes an "aahh, sss" sound. Marissa lets herself in)

Marissa: Johnny

Johnny: ooh (yells) in here

(Marissa frowns and runs to the kitchen. Johnny is breathing heavily)

Marissa: oh my god, oh god, alright come on, here

Johnny: (moans) I think I twisted it again

Marissa: ok, come on

(Marissa helps Johnny to his feet)

Marissa: where are your pain killers

CUT TO: Jeff's house - Jeff opens the door and Julie and Kirsten are standing there. Julie has a huge bouquet of flowers in her arms and Kirsten is holding the food

Jeff: hello, good evening

(Julie and Kirsten walk inside)

Julie: (smiles) evening, oh, oh Jeff what a beautiful beautiful place (puts flowers down)

Jeff: thankyou

Kirsten: would you an your guests want dinner in the dining room or (looks) oh the terrace would be nice

Jeff: uhh let me ask my guest (Julie looks at him) dining room or terrace (smiles)

(Kirsten looks from Jeff to Julie, confused)

Julie: excuse me

(Kirsten looks at Jeff)

Jeff: I haven't invited anyone, I was hoping Julie that you might join me for dinner

Kirsten: ...uh Mr. Grenzel if this is a joke it's not funny I've spent two days cooking and Julie bought out the flower mart

Jeff: one dinner, please, ill pay what I promised (Julie is stunned) jus want the chance ta get to you know you better

(Kirsten looks from Jeff to Julie, Julies head turns in Kirsten's direction but her eyes don't leave Jeff's direction)

Kirsten: Julie we're leaving (picks up food, smiles at Jeff) Julie

Julie: ...you did all this for a date with me

(Kirsten looks from Julie to Jeff in disbelief. Jeff holds his hand out to Julie, Julie looks at his hand, looks at him and then takes it)

Kirsten: fine, but you're serving yourselves

(Jeff and Julie raise their hands so Kirsten can put the food back down. Julie smiles at Jeff)

Julie: hungry

Jeff: nope (smiles)

(Kirsten opens the door and shakes her head as she leaves, lol. Julie smiles at Jeff)

CUT TO: Bare Elegance - we see yet more girls pole dancing/dancing with each other, and yes they are in skimpy outfits which match besides them being one pink one blue. the one in the pink takes off her top but its from the back so you don't see much, we then see Sandy and Ryan walk in. they head over to Matt who is sitting with the girl from the other night Lilly

Sandy: what the hell happened

Matt: (sighs) I'm so sorry-

Sandy: that you weren't prepared for the meeting (nods) I could maybe overlook, that you were here that you brought Ryan here (Lilly looks at him) really tries my patience, but id hear you out

Matt: thanks, it means alot

Sandy: but you lied ta my face, you disrespected me and the company I'm tryin'a build, the one that you said you wanted ta build with me

Matt: it won't happen again

Sandy: you're right it won't happen again I want you out of the office tomorrow, your fired (Matt looks at him)

Ryan: hey come on

Sandy: no not another word outta you kid (shakes head) (looks at Ryan) don't think you don't have anything ta be sorry about

(Lilly looks from Sandy to Matt, Matt looks at Sandy, Sandy looks at Matt then walks away, he's really not happy. Ryan looks at Matt, Matt looks at him then down sadly. Ryan follows Sandy. Matt turns around, sighs and picks up his drink. Lilly looks over in Sandy and Ryan's direction)

CUT TO: Johnny's house - Johnny is lying on the couch, very out of it from the pain killers

Marissa: (off screen, calls) hey Johnny, d'you know where there's a towel, I don't want this ice ta melt all over you

Johnny: try under the sink...you know Marissa...your really making this hard

(we can now see Marissa standing in the doorway of the kitchen, she lays out the tea towel for the ice)

Marissa: making what hard

Johnny: we're friends

Marissa: (laughs) yeah, we are friends (takes ice out of the freezer) how many of those pain killers did you take

(Marissa tips the ice out onto the tea towel)

Johnny: I...I have'ta tell you something (swallows) but I cant say it

Marissa: say what

Johnny: don't say anything back ok (Marissa looks at him) I don't want anything...I jus want you ta know the truth

Marissa: the truth about what (leans against the door way)

Johnny: I really like you

Marissa: (laughs, shakes head) ok, I really like you too (goes back to the ice)

Johnny: no...I mean...I like you like you (Marissa moves closer to him) I think I'm in love with you

(Marissa looks at him with a blank expression)

CUT TO: The pool house, next morning - Ryan is in there putting his shoes on and Seth walks in

Seth: (sighs) so, Ryan your a working man (points) now how's the job going (Ryan smiles) model homes, calculators, dudes in suits (nods enthusiastically) I bet that's pretty exciting stuff

Ryan: yeah you'd be suprised, so would Marissa

Seth: ooo an what'has she ben up to

Ryan: I don't know (sighs) ill ask her when I see her which hopefully will be tonight (frowns, puts hands out) what's with all the questions

Seth: nothing I'm jus tryin'a exhaust all your issues so we can get ta mine, have we covered everything (Ryan motions go ahead) (sits) my biggest fear, stated plainly (Ryan looks at him) what if Summers being smart changes our whole dynamic

Ryan: (frowns) why would it

Seth: because my intelligence was the one quality she admired in me it made me almost a man (raises eyebrows) in her eyes

Ryan: (stands) come on man that's not true, you got plenty of other positive qualities, your uh your (sits on the bed) ...your funny (raises eyebrows) when you wanna be

Seth: (frowns) have you noticed how Summers gotten alot funnier lately (shakes head) I mean I think she's funnier than me now

Ryan: you're an expert in comic books an Yakuza films (points)

Seth: (nods, shakes head) girls don't like that

Ryan: (clicks fingers) you know how'ta work a grill (Seth looks down) I'm sorry man I'm sorry I- I thought I would come up with more but, the point is Summer doesn't wanna be you she wants ta be with you, alright (Seth looks at him) you want that too so

Seth: apologise, I know

(Ryan starts to leave)

Seth: where you goin

Ryan: gotta go ta Sandy's office, some apologisin ta do myself (nods) give me a ride

Seth: (looks at Ryan, nods) why don't we have cars

CUT TO: Summers bedroom - we see and hear Marissa's cell phone ringing. Marissa picks it up

Summer: don't answer it

Marissa: Johnny's gonna think I'm mad at him

Summer: maybe that's not such a bad thing

(we can now see that Summer and Marissa are in bed. Marissa lies back down and Summer turns to face her)

Marissa: well, he was in pain, took a bunch'a pills, he probably doesn't even remember...it's not a big deal

Summer: yeah well a vicodin love confession (raises eyebrows) is still a love confession

Marissa: I'm sure he didn't mean it

Summer: I'm sure he did

Marissa: why

Summer: (closes eyes) because he told me (sighs) the night that I picked you up from his place

Marissa: (sighs) ...why didn't you say anything

Summer: he made me promise not to, he said he wasn't gonna do anything so he didn't want you ta know

Marissa: an now I know...what am I gonna do

Summer: pretend you don't (raises eyebrows) maybe you should jus stay away from him for a while

(we hear Marissa's phone make a do do, do do, do do beeping sound. I think it might mean she has voice mail)

Marissa: (sighs) I gotta call Ryan

Summer: are you gonna tell him (frowns) (Marissa looks at her)

CUT TO: Newport Group - Sandy is in his office with the phone to his ear. Ryan knocks and walks in

Sandy: (hangs up) these guys wont return my calls, I can't even get a response much less schedule another meeting

Ryan: (sits) well look I am sorry, Matt said he had it covered an I guess I believed him

Sandy: well so did I, you know it makes no sense for him ta blow this off, he's the one who set up the meeting

Ryan: his girlfriend dumped him

Sandy: oh cause he went to the strip club (raises eyebrows)

Ryan: because he took the job, I guess it hit him pretty hard

Sandy: oh your breakin my heart, he should'a said something

Lilly: because he didn't want anyone ta know (Sandy looks at her) especially his boss, sorry for the drop by

Sandy: wow Matt must be some tipper

Lilly: Matt an I are friends (nods) from college

(Sandy and Ryan both look at Lilly)

Lilly: yes I went ta college, I'm dancing to pay for law school, but I don't dance for Matt mostly we talk

Ryan: about what (looks at Lilly)

Lilly: Matt's ben under alotta pressure an not just work stuff, I think (sighs) he jus kinda crashed an burned

Sandy: well he couldnt'a chosen a worse time

Lilly: I know an maybe none'a this makes any difference but Matt is a good guy, an this job it means the world ta him (Sandy looks down) ...what if I told you I was the one that put Matt in touch with those investors (Sandy looks at her) and that I could get you another meeting

(Ryan looks at Sandy)

Sandy: is one your professor

Lilly: no, a customer (blinks, nods)

(Sandy looks at Ryan)

CUT TO: Summers house - Summer comes down the stairs and heads towards the front door

Summer: (yells) dad, Gloria I'm heading over ta Seth's

(Summer opens the door and Seth is standing there. aww. they look at each other)

Summer: hi, Seth

Seth: hey, I jus...came over to apologise

Summer: (nods) me too, well no I mean- (stops) I'm listening

Seth: ok

(Seth takes Summers hand and they sit down on the top step together. aww)

Seth: look I'm sorry I've ben such an ass ok, its jus your so superior to me in so many ways (Summer raises her eyebrows) you know your better looking your more popular your stronger...an not just emotionally (screws up face)