Opening scene - Cohen family room - Seth, Summer and Ryan are sitting together on the couch, Marissa is nearby in a chair. they all seem very worried and pre occupied

Summer: ...well you know what they say no news is good news

Seth: I'm not sure it's true about severe head injuries

Marissa: we should'a stayed at the hospital

Ryan: nothin we could do there (Marissa closes her eyes) doctors told us to go home (raises eyebrows) sleep eat

Marissa: yeah except (rests head on hand) I cant sleep an I'm definitely not hungry

(Kirsten and Sandy walk in, in their robes, carrying food)

Kirsten: hungry (puts bowl down on the coffee table)

Sandy: come on everyone needs ta eat, your friend Johnny's gonna need you when he wakes up

Marissa: (looks at Sandy) if he wakes up

Ryan: Marissa (looks away)

Marissa: you were there

Ryan: (looks at Marissa) yeah I was

(Seth and Summer look over at Ryan/Marissa. worried. Marissa looks at Ryan and then down)

Summer: you guys he's probably gonna be fine (Seth looks at her) Trey was unconscious for like months an he was fine, he was shot

(Marissa doesn't look convinced or comforted)

Seth: yeah we waited around like this once before after a certain OD in TJ

(Ryan looks over at Marissa)

Marissa: I'm gonna um go check on Kaitlin (stands) in the pool house

(Marissa goes outside. Sandy looks at Ryan worriedly)

Sandy: how're you doin Ryan

Ryan: she's right, I mean the way the doctors were talking you could tell, they didn't wanna get our hopes up

Summer: yeah well doctors are idiots

Seth: you tell that to your dad

Summer: it's their job to be negative, its called managing expectations, that's why it's our job (shrugs) ta be positive

(we hear a cell phone ring and the camera pans down to show it sitting on the table. Ryan leans forward and picks it up to look at who is calling)

Ryan: Johnny's mom (looks at Seth/Summer)

Seth: d'you think you ought'a (motions with hand)

Ryan: I don't know, I don't know

Sandy: d'you want me to

Ryan: no no it's alright (stands)

(Ryan sighs and then answers the phone as he walks towards the door)

Ryan: Mrs. Harper, hey it's Ryan

(Ryan suddenly starts walking slower and we can tell something isn't right. Ryan looks up towards the pool house just as Marissa comes out. she stops suddenly and looks at Ryan as he hangs up. Marissa looks at him with a very helpless and sad look, as if she knows without him having to say anything. Ryan rushes over to Marissa as tears start to well. he pulls her to him and she buries her head in his shoulder, aww. we then see that Seth, Summer, Kirsten and Sandy are standing near the door watching. Summer sadly rests her head on Seth's shoulder/chest and Kirsten touches Sandy's shoulder. we hear the sound of a door opening and then see a close up of Ryan rubbing Marissa's back. we then see Kaitlin walk out of the pool house in a Berkeley sweatshirt, she looks at Ryan and Marissa)

Kaitlin: what happened

(Ryan looks at Kaitlin. Kaitlin frowns)

Theme song - California by Phantom Planet

Johnny's house - the first thing we see is a guy surfing which then fades to a shot of Marissa outside of Johnny's house. she stops and looks towards the house, then walks to the front door and knocks. inside we see Dennis walking towards the door and then he opens it

Marissa: hey

Dennis: thanks for comin by

Marissa: I'm glad you called

(Dennis motions for Marissa to go in. Marissa goes in and shuts the door behind her. Dennis goes to the kitchen where there is a teapot on the stove. Marissa follows him)

Marissa: where's Gwen

Dennis: I finally got her to lie down an she-she started talkin about the funeral an just lost it you know

Marissa: well what'does she wanna do

Dennis: who knows, she said no priest (sighs) no body nothing depressing, I mean it's a funeral you know isn't it suppose'ta be depressing

Marissa: well (raises eyebrows) I mean we could do something during the day, you know maybe by the water (shrugs) no one allowed to wear black

Dennis: or shoes (Marissa half smiles and nods) it sounds like what he'd wanna do (Marissa nods) I gotta take this to Mrs. H

Marissa: hey ill do it (takes cup)

Dennis: thanks

CUT TO: Cohen kitchen - Ryan is at the fridge and Seth it sitting at the end of counter

Ryan: doesn't seem real man

Seth: well listen man you can't blame yourself, you tried

Ryan: (shuts fridge) yeah an I failed

Seth: well, don't beat yourself up, Ryan Atwood versus himself's (frowns) a very ugly cage match

Ryan: I'm gonna shower, try an get some sleep (starts to leave)

Seth: (looks over) so I guess you wont have'ta worry about Johnny (Ryan looks at him) coming between you an Marissa anymore...is (holds up paper) sudoku, fun to say fun ta do (Ryan looks at him) too soon, ok (looks back at the paper)

(Ryan leaves)

Seth: (to himself) too soon (sighs)

CUT TO: The beach - we see Julie and Kirsten walking together down the far end of the beach, further up alot of people are helping set up for a Valentines Day dance

Kirsten: it just...feels wrong, the kids are going through this awful thing an we're planning a Valentines Day dance

Julie: all the more reason for them ta focus on something good (looks at Kirsten) I mean its-its not like we can cancel this dance now if we wanted to, although (stops walking) the thought had crossed my mind

Kirsten: (looks at Julie) he hasn't asked you

Julie: who, Dr. Neil Roberts, why no he hasn't (almost disappointed) d'you think he has plans with someone else

Kirsten: no

Julie: that I'm not Valentine material

Kirsten: Julie

Julie: that I'm just a fun hang not worthy of chocolates, flowers an nice underwear

Kirsten: well Sandy's no fan of Valentines Day either, so I guess we should just concentrate on hosting a great event (Julie nods) an we'll worry about our love lives when it's over

Julie: or I could invent a fake reason to go to his house an fish for information

Kirsten: Julie, last time you went on a stealth mission you toppled a desert tray (walks away)

Julie: (calls) yeah but it got his attention

CUT TO: Johnny's house - we see a glimpse of a cab, girl's feet and a brown bag. the camera pans up to show a young woman and the cab driver

Driver: here you go

Sadie: thankyou

(the next thing we see is Marissa coming out of Johnny's house. Sadie picks up the bag and walks towards the house)

Sadie: hi, are you a friend'a Johnny's (Marissa looks at her and nods) I'm his cousin, Sadie

Marissa: hi, I'm glad your here

Sadie: my mom thought it would be a good idea if I came down here an stay with my aunt for a while, how's she doing

Marissa: (looks towards the house then back at Sadie) not so good, you know but finally sleeping

Sadie: you look like you could use a few hours yourself

Marissa: oh I'm (touches head almost embarrassedly) I'm ok

Sadie: yeah

Marissa: yeah, I should probably go I just got alotta stuff to do (walks away)

Sadie: hey are you Marissa

Marissa: (looks at Sadie) yeah

Sadie: well I wish it was under better circumstances (raises eyebrows) but um it's nice to finally meet you

Marissa: (looks at Sadie) you too

(Sadie walks towards the front door and Marissa watches her before leaving)

CUT TO: The trailer - we see Kaitlin lying on the couch looking very down, we then hear a knock at the door. Kaitlin gets up slowly and opens it. Justin is standing there

Kaitlin: Justin, what're you doing here

Justin: winter break is almost over (smiles) I thought you might want a ride back to school

Kaitlin: should've saved your gas money

Justin: it's a hybrid (looks at the car) gets pretty good mileage so uh (looks back at Kaitlin) gas isn't an issue

Kaitlin: last time you came to town you wanted me arrested

Justin: that was my brother and I was thinking uh I was hoping that we could talk (Kaitlin looks at him) about our relationship

Kaitlin: our relationship (Justin slightly nods) (goes to shut door) today's not a good day

Justin: is there another day that will be better

Kaitlin: I want you to leave (raises eyebrows) right now (closes door)

Justin: (worried, frowns) Kaitlin are you ok

(Justin is frustrated. inside we hear a smash and a groan from Kaitlin. Justin now looks worried)

CUT TO: The Newport Group - Sandy is on the phone

Sandy: ill see you then, thanks (hangs up)

(we see Matt in the doorway, he knocks on the side. Sandy looks over)

Matt: hey boss

Sandy: hey

Matt: you wanted to see me

Sandy: yeah I jus got off the phone with Dr Griffin an he told me that the board has vetted the Breyer proposal (raises eyebrows) an there ready to put a whole in the ground but I'm gonna meet with them one more time, d'you think you could call Mia (Matt looks at him) I mean with a few caveats

Matt: name em

Sandy: don't lie, don't uh don't lead her on

Matt: that's not a problem, I mean the reason I went out with her when she called is actually, I really like her

Sandy: ooooh boy likes girl, girl has access to influential father, boys boss needs to close a deal, has all the makings of a great romance, I'm glad you like her (smiles)

Matt: yeah well ill give her a call, let you know

(Matt starts to leave as Marissa comes in. she looks awful)

Matt: hey Marissa

Marissa: hi

Sandy: Marissa

(Sandy hugs Marissa. aww)

Sandy: how you holdin up

Marissa: I'm ok...I was wondering, there's all these forms from the hospital an...well (Sandy listens) Johnny's mom can't really deal right now, it doesn't need a lawyer or anything but-

Matt: you know what (Marissa looks over) I actually know just the guy for the job, I'm practically majored in paperwork

Marissa: (looks at Matt) are you sure you don't mind (Matt nods)

Sandy: well when it comes to mind numbing bureaucratic busy work Matt is an ace

Matt: an here I thought you never noticed

Marissa: alright well uh I should get home, you know shower I've been in these clothes since you don't wanna know when (starts to leave)

Sandy: I think your doin great kiddo

(Marissa looks at Sandy, nods)

Marissa: thanks

CUT TO: Seth's bedroom - Summer knocks and walks in

Seth: (looks up) oh hey (shuts laptop)

Summer: hey what're you doing

Seth: uhhh (thinking sound) nothin

Summer: (sits on the edge of the bed) well, well if its nothing then you wont mind me looking right (opens laptop, frowns) that's not porn

Seth: (almost cringes) its a list of my Yakuza DVDs sorted alphabetically by title an also by director (Summer looks at him) making my inventories is sorta one'a those things kinda like masturbating or flossing my teeth where even though you know I do it id just rather you not witness it

Summer: Cohen (Seth looks at her) I found something in your drawer

Seth: (looks away then at Summer) your not mad

Summer: (matter of factly) oh no, I'm mad, I'm livid (Seth nods) not about the pot because I mean whatever its pot right an while Marissa an I were hot boxing Luke's car you were at home making a manger over Captain Oats outta linkin logs so you were a late bloomer an I get that but Cohen, you lied to me for like the gazillionth time about something important

Seth: well Summer I don't know what I can do except say I'm not gonna lie again an then...not lie, you just have'ta trust me

Summer: yeah well I don't (raises eyebrows) so you better think of something else

(Summer leaves and Seth looks disappointed)

CUT TO: The trailer - Marissa is in the kitchen and notices a broken crock pot

Marissa: (frowns) what happened ta the crock pot

(Kaitlin comes into the kitchen)

Kaitlin: it broke

(Ryan comes in)

Ryan: (to Kaitlin) hey (to Marissa) hey

Marissa: hi

Ryan: hi (kisses Marissa)

Kaitlin: let me give you guys some privacy

Ryan: that's alright you don't- (Kaitlin leaves) have'ta leave

Marissa: I've tried talkin to her

(we hear a cell phone ring)

Ryan: (sighs) well give her some time, how you doin

Marissa: you know (looks at phone, answers) hi Mrs. Harper...uh sorry (frowns) hi...y-yeah I guess, sure

CUT TO: The diner - we see Sadie sitting in a booth by herself. Marissa comes in and goes over to her

Marissa: hi (sits across from Sadie)

Sadie: hey (smiles) thanks for meeting me

Marissa: sure, no problem, so uh you visiting

Sadie: yeah, from Ashlyn, Oregon

Marissa: are you taking some time off school or

Sadie: no actually I just graduated I um (touches necklace) I started my own little jewelry making business so I've jus been traveling (Marissa nods) tryin'a get stores to carry my stuff

Marissa: you know I really need to be with my boyfriend right now (frowns)

Sadie: (looks at Marissa confused) your boyfriend

Marissa: yeah, Ryan, he was with me, with Johnny when it happened

Sadie: oh yeah my aunt mentioned that there was another kid there I just thought um (closes eyes) this is really awkward, I thought that Johnny was your boyfriend

Marissa: why would you think that

Sadie: because last week he called me an he asked me if I would make something for you for Valentines Day (Marissa looks at her) here I brought it with me

(Sadie pulls out a necklace with an angel pendant, and a few symbolic stones)

Sadie: that there is your birthstone an that's his, an in the middle there's an angel

Marissa: (takes necklace and looks at it) an angel

Sadie: yeah (smiles) he was afraid you might think it was cheesy but, he said that's what you were to him

(Marissa looks at the necklace sadly, then at Sadie)

CUT TO: The beach - its Johnny's funeral. there are alot of people on the sand beside the water. there is like an aisle made out of a line of surfboards either side and people are standing between the surfboards. towards the front there is an altar on the sand with alot flowers and things and another surfboard. the next thing we see is a girl signing a surfboard with a leigh on it, there are a few different messages already on there. then we see Summer and Marissa putting flowers down on the altar with the rest of them. Marissa walks away and then we see Dennis walk over to where Summer, Seth, Ryan and Marissa are standing together. Summer touches Dennis' chest comfortingly. Dennis looks over at Marissa, Marissa looks at him. we then see Gwen and Sadie walking towards the altar together, they stop briefly and Gwen looks over at Marissa, Marissa looks at her and then down. Gwen and Sadie keep walking. we see a close up of Ryan then of Marissa. the shot changes and we see Ryan and Marissa's hands just as Ryan takes hers in his, aww. we then see Gwen placing flowers down with the rest of them. someone puts their hand on her back comfortingly.

Sadie: Johnny an I were pretty close growing up, a couple years ago...

Gwen covers her mouth with her hand, overwhelmed. we see another shot of Dennis, Summer, Seth, Ryan and Marissa watching sadly. Sadie is standing at the front near the flowers talking about Johnny)

Sadie: Johnny had this pair of power ranger pajamas that he absolutely refused to take off I mean (Marissa laughs) he would literally wake up an in the morning an put his clothes on top of his pajamas an go about his day wearing his two layers of clothing...

(we see Gwen looking completely lost while Sadie talkes, and then a shot of Volchok smoking near his van, watching the funeral from afar. this changes to Dennis and another guy carrying Johnny's signed surfboard towards the water. we then see everyone leaving the beach. Volchok is still by his van. Marissa and Ryan are at the range rover. Volchok looks over at Ryan)

Marissa: Ryan (Ryan looks) there's Kaitlin

(we see Kaitlin sitting by herself on some rocks near the water)

Marissa: I should probably

Ryan: no, it's alright let me

(Marissa opens the car door and Ryan goes over to Kaitlin)

Ryan: hey (Kaitlin looks) what're you doin up here alone (sits)

Kaitlin: well what am I suppose'ta do, just go down there an introduce myself, hey I'm Kaitlin, the girl who killed him

Ryan: you didn't make him climb that rock (shakes head) an you didn't make him fall

Kaitlin: that's right (looks at Ryan) that was you

Ryan: (looks away then back at Kaitlin) you know what, I'm not gonna do this with you (stands)everybody's upset, come on (holds hand out)

Kaitlin: no you know what Ryan (stands without Ryan's help) we can't fix this, so just save the speeches for my sister alright (leaves)

(Ryan watches Kaitlin)

CUT TO: Cohen kitchen - Sandy and Matt walk in together in sports gear, Matt is also holding a basketball

Sandy: alright, here ya go (holds out money) this is your fourth quarter bonus by the way (Matt smiles) an next time I pick the sport...hey, did you ever get in touch with Mia

Matt: (scoffs) yeah, but I kinda wish I didn't (Sandy looks at him) you see when I didn't call her back she took that as a sign'a my lack of interest an well she's a smart girl an now she's an angry one too (laughs)

(Kirsten comes in, on the phone)

Kirsten: it's not a typo I need ten thousand cinnamon hearts an please don't make them stale, thanks (hangs up)

Sandy: hey honey, are the kids home

Kirsten: no, there on there way ta the Bait Shop for the wake (smiles) hey Matt how's it goin

Matt: woman troubles

Kirsten: oh, well, maybe I can play cupid

Sandy: (looks at Kirsten) that's a great idea

Kirsten: really Sandy, an what is it that you say about Valentines Day that it's vacuous, a commercially driven hollow shell of a holiday (looks at Sandy)

Sandy: (looks down) well sometimes we all need a little vacuous commercially driven diversion (looks at Kirsten) an this would be one'a those times

Kirsten: (smiles) mm (to Matt) what her name, ill have a ticket to the party delivered

Matt: it's Mia Griffin

Kirsten: (raises eyebrows) who's fathers the head of the physicians board, oh I don't know

Sandy: if anybody can do it you can

Kirsten: this girl doesn't need my help getting a date, it'll never work

Matt: (puts hand up) you know what, Kirsten, don't worry about it I'm sure that we can come up with somethin else (leaves)

Kirsten: (moves closer to Sandy) ill get Mia to the party, if you try an embrace the holiday, no whining no snarky comments, candies, candles, lingerie nice lingerie, nothing red (thinks) see through or (squints) remotely edible

Sandy: not even a little see through

CUT TO: The Bait Shop - there is a huge screen set up with surfing footage on it. there is also a surfboard lying on the top of the bar frame, we then see Seth and Ryan at the bar together

Seth: death an Valentines Day there's an unbeatable combination

Ryan: yeah an this is the first one where Marissa an I are actually together (looks at Seth) (nods) should be all time

Seth: pressures on for me ta deliver, Summer found my stash

Ryan: (frowns) you don't have any visible bruises she uh she go for the kidneys

Seth: I wish (shakes head)

(we now see Marissa and Summer sitting together)

Summer: you an Atwood make V Day plans

Marissa: (looks at Summer) actually we haven't even talked about it

Summer: really, it's the first Valentines Day that you guys aren't fighting or kissing another girl (shrugs) I mean it could be special

Marissa: (looks at Summer) this is special (Summer looks at her skeptically) all I'm saying is Valentines Day might be cancelled this year

(Summer frowns at Marissa. we then see Volchok, he sees Sadie standing alone against the railing up the top, then goes over to her)

Volchok: hey Sadie

Sadie: (looks then looks away) what'do you want

Volchok: I just wanna see how your doin (Sadie half laughs) I mean it ok

Sadie: when was the last time you meant anything you said

(Ryan walks over)

Ryan: is there a problem here

Volchok: hey man

Ryan: this is a private party

Sadie: its ok he was just leaving

Volchok: yeah (leaves)

Ryan: so you know him

Sadie: use to

Ryan: (nods) Sadie right (Sadie nods) (nods) I liked what you said at the beach today

Sadie: thanks, speaking at funerals is something of a specialty, not that its anything to brag about

Ryan: no one close to me has ever...ever died

Sadie: really

Ryan: mm

Sadie: feels like everyone close to me has (looks at Ryan) I mean not everyone but my dad, cancer when I fourteen (Ryan listens) my dog rocky like a month after that, my bestfriend last summer

Ryan: I'm sorry (Sadie looks at him) for your cousin too (nods)

Sadie: I see that (Ryan looks at her) it's a funeral, people say sorry before they say hello (nods) but you really are so thankyou (Ryan nods)

(Marissa comes over)

Marissa: Ryan there you are

Ryan: hey

Sadie: hey Marissa

Marissa: hi (to Ryan) so uh Seth an Summer were looking for you at the car, you ready to go

Ryan: yeah yeah sure (to Sadie) so uhh maybe we'll see you again before you leave

Sadie: sure (smiles)

(Marissa and Ryan leave. Sadie watches and then looks as though she's thinking)

CUT TO: Roberts house - Julie and Neil are inside together

Julie: yes well I-I think I might've left it somewhere around here at Kaitlin's birthday party

Neil: well I haven't seen a cake knife anywhere, not that id know what a cake knife looks like (looks at Julie) and are you really going to be baking, don't you have your Valentines party tomorrow night

Julie: frankly Neil, I'm suprised you remembered about my little dance or Valentines Day (Neil looks at her) so are you working this weekend on call, your such a busy man

Neil: no I-I I thought that id stay in an catch up on some reading

Julie: oh, because your behind on work, there must be new techniques developed every day (winks) gotta keep up

Neil: oh I thought I would get inta the Da Vinci code (Julie looks at him shocked) have you read it

Julie: ...I'm waiting for the movie (smiles) well, I don't see that knife anywhere uh spose I should be going

Neil: well, its always good to see you Julie (Julie looks disappointed) ill see you out

Julie: it's ok uh I-I I know the way (leaves)

CUT TO: The trailer park - we see Kaitlin walking to the trailer, and then we see Justin waiting by his car

Justin: (notices Kaitlin) hey

(Kaitlin looks but doesn't say anything, Justin rushes over with a gift bag in his hand)

Justin: happy Valentines Day

(Kaitlin looks at Justin and then takes the bag from him)

Justin: I figured you could use something to hug

(Kaitlin pulls out a cute little teddy bear with a red ribbon around its neck. she glances at Justin)

Justin: or at least if you throw him he wont break

(Kaitlin half smiles then sits down, holding the teddy in front of her on the table)

Justin: trouble at home

Kaitlin: shockingly no, it's a boy (Justin sits) I mean, not like that (Justin looks at her) he...he died (Justin looks stunned) an I was with him...and sort of helped it happen

Justin: what'do you mean

Kaitlin: we went to the beach (raises eyebrows) drinking, a bonfire, I thought it'd be fun (Justin listens) but he was really messed up...an by the time I called for help it was too late...(sighs) he slipped, fell on some rocks

Justin: then it was an accident

Kaitlin: yeah but accidents don't just happen, people let them happen

(Justin looks at Kaitlin, Kaitlin looks at him and then away)

Justin: I understand why it probably feels that way, but I'm sure if he were here he'd be the first to take responsibility and he'd...thank you for trying to help him

(Kaitlin looks as though she's thinking)

Kaitlin: you're like an adult (smiles)

Justin: my parents are therapists (smiles) there annoying but pretty smart

Kaitlin: well, thankyou (stands) (Justin stands) so I will see you back in Santa Barbara (puts teddy back in the bag)

Justin: yeah

Kaitlin: ok

Justin: (waves) bye

(Kaitlin goes inside. Justin heads back over to his car and does a happy dance at the same time, you know the type when a guy is excited about something. he does a little spin and clicks his fingers etc. inside Kaitlin notices Justin doing his little dance through the window and watches him)

Kaitlin: dude I can totally see you

Justin: (looks at Kaitlin) dude, right

(Kaitlin laughs, Justin stops dancing and goes to his car almost embarrassed, we then see Kaitlin again and the smile goes and she looks sad again)

CUT TO: Cohen kitchen - Sandy is in there by himself looking at a lingerie catalog. Seth, Summer, Ryan and Marissa come in

Sandy: hey (Seth does a little wave) how was the uh how was the memorial

Seth: can we talk about somethin else like why're you reading the Victoria secret catalog

Summer: you know what speaking of underwear (screws up face) I think I have sand in mine ugh

(Summer leaves the kitchen and Seth gives her a cute little pat on the butt as she walks by him)

Sandy: well no your mother gave it to me with items marked an uh, sizes circled (Seth frowns)

Ryan: does that mean you're embracing Valentines Day this year

Marissa: yeah I thought you weren't a fan

Sandy: no I made a deal with your mother an I'm holdin up my end'a the bargain

(Ryan leaves the kitchen, Marissa notices)

Seth: (off screen) I don't get it

Sandy: (off screen) well

Seth: (off screen) it's just like what's even the point almost you know

(Marissa follows Ryan out of the kitchen)

Seth: I'm gonna have'ta borrow that later, thanks

Sandy: uhhhh we'll see

CUT TO: The pool house - Marissa is lying on Ryan's bed and Ryan lies down next to her

Ryan: (sighs) so what'do you wanna do

Marissa: I'm doin it

Ryan: no I mean tomorrow, for Valentines Day

Marissa: ugh, can we talk about tomorrow (frowns) tomorrow

Ryan: not if you wanna do somethin

Marissa: (looks towards Ryan) I don't wanna do anything

Ryan: (looks at Marissa, sighs, leans up on his elbow) I mean, you mean you don't wanna do anything specific or uh (Marissa looks at him) you don't wanna do anything at all

Marissa: Ryan you've never liked Valentines Day before, ok so don't suddenly act like it's your favourite holiday

Ryan: I'm-I'm not

Marissa: it's just really hard for me ok

Ryan: yeah well it's hard for me to (lies back down)

Marissa: (rolls eyes, sits up) I cant explain it

Ryan: (loud) I was there Marissa (sits up) what is it you think I don't understand (sighs)

Marissa: (looks at Ryan unimpressed) I'm gonna go

(Marissa leaves and Ryan watches her go, we hear the sound of the door open and then close)

CUT TO: The pool house, next morning - we hear a knock and see a shadow of Seth through the blinds on the door

Ryan: come in

(Seth opens the door and Ryan squints from a touch of sunlight on him, apart from that the rest of the room is dark)

Seth: (walks in) so your girlfriend decided to cancel Valentines Day huh, small town very good cell service (sits)

Ryan: (sits up) all yesterday it seemed like we were havin a good day

Seth: (looks at Ryan) at a funeral

Ryan: not a good day but you know, we were good an then she jus kinda freaked out

Seth: well sudden death can do odds things to people you remember my mom at Grandpas wake

Ryan: (looks at Seth) that was Kirsten's dad

Seth: well Johnny was Marissa's friend, her good friend

Ryan: too good

Seth: well, the guys dead Ryan I think you can cut Marissa at least a weekends worth of slack

Ryan: (raises eyebrows, sniffs) she told me flat out she didn't wanna see me today (moves forward)

Seth: ignore her, she was out of her mind with exhaustion an grief

Ryan: (raises eyebrows) seemed pretty lucid to me

Seth: trust me man (stands) no girl wants to be alone on Valentines Day

(Ryan follows Seth towards the open door)

Ryan: an you know this because

Seth: because inside of my manly exterior beats the heart of a fourteen year old girl

CUT TO: The trailer - we hear a knock at the door and then we see Marissa open it. Matt is standing there

Matt: hi (points) Sandy gave me your address (holds out papers) I thought you'd want these as soon as possible

Marissa: thanks, I'm sure Johnny's mom will appreciate it

Matt: yeah (nods) so are we gonna see you an Ryan tonight at the party

Marissa: oh I don't think so, we got in a fight (Matt looks at her) (closes eyes) I got in a fight it was my fault (raises eyebrows)

Matt: oh well I'm sure that Ryan will accept your heartfelt apology (smiles)

Marissa: I was more gonna give him a cooling off period

Matt: well, hey if you need anything else paperwork related or...just to talk let me know

Marissa: thanks

Matt: happy Valentines Day

Marissa: you too

(Matt leaves and Marissa shuts the door. she looks at the paperwork and then puts it down next to her cell phone. she opens the phone and dials a number, we hear the ringing sound in her ear and then a voice message

Msg:

Ryan: hey its Ryan leave a message

Marissa hangs up without saying anything)

CUT TO: NB Yacht club - Kirsten and Mia Griffin are there together

Kirsten: well as I mentioned on the phone my friend Julie an I (sits) (Mia sits) have a dating service, and uh (to waiter) thankyou, we're having a party tonight (smiles)

Mia: and as I mentioned on the phone I don't need a service to get a date

Kirsten: oh I know, it's us who needs you, it would mean alot to have someone like you who's young an active in Newport's business an social life to be apart of the event, of course (shakes head) if you have plans with someone special

Mia: you mean someone like (frowns) Matt Ramsey (Kirsten looks at her) I know who your husband is Kirsten (smiles) an I seriously doubt this last minute invitation is a total coincidence

Kirsten: Mia I'm sorry

Mia: so just how badly does Matt wanna go out with me

Kirsten: (suprised) you're not upset

Mia: I was, when I first realised why you were calling, but I've liked Matt since college and as much as I wont admit it to him (bites lip) I was disappointed he didn't ask me out after our dinner

Kirsten: well he regrets his decision (smiles)

Mia: fine, ill go

CUT TO: Cohen kitchen - Seth is sitting at the kitchen tables by himself drawing a red heart. Sandy comes in carrying a pink Victorias secret bag

Sandy: I see you've picked up a little somethin (points) for your lady an I for mine

(Sandy puts his bag down on the left side of Seth's identical bag which is already sitting on the table)

Seth: uhhh your lady's my mother an I really don't wanna talk about it

Sandy: (looking in the bags) women's underwear has gotten very complicated thongs, bikinis, briefs (Seth looks at him, almost grossed out) who knew women's panties were such a minefield

Seth: (frowns, still drawing) don't say panties

Sandy: (sits across from Seth) so, you an Summer good

Seth: we will be

Sandy: what'd you do this time

Seth: a certain circumstance was not (frowns, thinks) fully disclosed and my omission was discovered

Sandy: you got caught in a lie

Seth: in a nut shell yeah but I don't see why she's makin such a big deal about it, it's not like it's the first time

Sandy: well maybe she thinks of you as a man (Seth looks at him) not a kid, kids lie all the time but a mans only as good as his word

Seth: well Summer deserves a good man

Sandy: Summer has a good man

Seth: she does

Sandy: yeah

Seth: why didn't you tell me, how long have you known

Sandy: just show her (Seth looks at him) well I gotta pick up a few more things for your mother, I promised her the best (stands) Valentines Day ever

(Sandy grabs the Victorias secret bag on the right and then leaves. Seth gives him a wave and looks as though he is thinking)

CUT TO: Johnny's house - we see Sadie taking some boxes out of a car and the range rover is behind her, Ryan gets out and goes over

Ryan: hey, let me give you a hand

Sadie: (puts boxes down on the grass) no I got it thanks (Ryan smiles) (laughs) its you, what're you doin here, what'do you want

Ryan: uh thought id stop by, pay my respects, I didn't really get a chance to say anything to Mrs. Harper yesterday

Sadie: I know she wanted ta thankyou, for tryin'a help him (Ryan nods) (points) she's inside if you wanna go in

Ryan: no, uh let me help you

Sadie: (waves Ryan off) I got it, its cool

(Sadie drops some boxes and they fall out of the car, Ryan picks them up)

Sadie: not cool, thankyou (smiles)

Ryan: you're welcome

Sadie: (picks up box) I guess that's kind of an automatic reaction, your carrying groceries an moving some things an someone offers to help, an sure its nice to share the heavy lifting when your carrying a futon up three flights of stairs (puts down box and heads back to the car) is it really worth enduring the awkward conversation, and there doing you a favour so you have'ta be all nice

Ryan: ah so being nice that's an effort for you

Sadie: (lifts flattened boxes) kinda yeah, when I'm carrying a futon up three flights'a stairs (gives Ryan them)

Ryan: what're these for

Sadie: packing up Johnny's room, so my aunt won't have to (shuts the boot)

(Ryan watches Sadie, Sadie looks at Ryan)

Ryan: done

Sadie: all done

(Sadie looks at Ryan, Ryan looks at Sadie

Sadie: you know I might have'ta rethink my whole position on not accepting help from strangers (Ryan looks down almost embarrassedly) ok (motions to stairs)

Ryan: yeah

Sadie: stairs, this isn't awkward, this isn't awkward at all

(Ryan follows Sadie towards the house)

CUT TO: Cohen bedroom - Kirsten is in there by herself and Sandy comes in with the Victorias secret bag and a beautiful bunch of flowers. Kirsten is suprised

Kirsten: ooooooh

Sandy: for you (kisses Kirsten)

Kirsten: mm

Sandy: too bad your already dressed, I was hopin you'd wear this (holds up bag)

Kirsten: (gasps) is it the black one with the beige trim or the beige one with the black trim

Sandy: (points) find out

(Kirsten lifts a coat hanger out of the bag and on it hangs a bright pink bra with the wors pink, kisses, Victorias secret, and love hearts over it, and the panties are white with pink hearts all over them. Kirsten turns it towards Sandy and Sandy looks shocked)

Kirsten: mm, this is a fantasy I'm not aware of

Sandy: (looks at Kirsten) I didn't buy that!

CUT TO: Summers bedroom - the very first thing we see is Summer slapping Seth, hard.

Seth: aaah, I

(we now see the reason for the slap. Summer is holding up a black lacey teddy, obviously Sandy's gift to Kirsten)

Seth: I didn't buy that I can explain (touches teddy)

Summer: you think the situation can be fixed with lingerie (raises eyebrows)

Seth: nooo, not even if it's...very sexy an it says so right here on the tag the point is I made a mistake I will fix it

Summer: Cohen, our problem cannot be fixed with underwear, not even age appropriate underwear with the right cup size (holds up bra section of the teddy)

Seth: how can I prove to you that I'm not going to do something I say I'm not gonna do

Summer: well the pressure was on, an you needed to come with a revolutionary idea an rock my world (Seth looks at her frustrated) I think Valentines Day is off

Seth: fine (starts to leave then stops and points, softly) I got you a card

(Summer looks at the Victorias secret bag and pulls out the card. on the front it says "I Cannot Tell A Lie..., underneath there is a red heart, the one Seth was drawing earlier, and over the heart is a Pinocchio looking character which resembles Seth, its very cute. inside it says Valentine, I Love You!, Seth. Summer looks at the card almost touched)

CUT TO: The trailer - Marissa is sitting on the couch watching TV, she looks kind of bored and still down, we can hear the familiar sound of The Valley. Kaitlin comes in from the back of the trailer

Kaitlin: ugh (screws up face) there playing Death Cab on The Valley, never listening to them again

Marissa: I know, you look nice (Kaitlin looks over) mom forcing you to go out

(Julie comes in from the same back)

Julie: well I-I sharpened my bamboo sticks, turns out no force was necessary

Kaitlin: (laughs) I'm just glad to get out of this trailer

(Marissa rolls her eyes)

Julie: you know Marissa, honey its not to late to change your mind, fresh air all the baked clams you can eat

Marissa: yeah that sounds...tempting but, I think I just need to be alone

(Kaitlin looks down, sort of like she can relate)

Julie: (nods) ok

(we hear a knock and Ryan comes in)

Marissa: (suprised) hey (Ryan goes inside) (sits up) I wasn't expecting you (stands) um, hi (kisses Ryan on the cheek)

Ryan: hi, I was hoping I could convince you to join me at the party

Julie: well, maybe we'll see both of you

Ryan: yeah

Julie: good night

Ryan: alright, good night

(Julie and Kaitlin leave. Ryan looks at Marissa)

Ryan: I got you something

(Marissa looks at Ryan, then at the small white box he is holding out to her, she takes it and opens the lid. inside is a beautiful silver necklace with a few dangly beads hanging off of it)

Marissa: (looks at Ryan, touched) it's beautiful

Ryan: yeah, well, put it on, get dressed

(Marissa closes the box and looks at Ryan)

Ryan: or not (takes off jacket) or not uhhh fine, forget it (sits) jus hang here

Marissa: look I know you're only trying to be nice (sits) but uh I really need some time

Ryan: its fine I get that...but is it more than that I mean (Marissa looks at him pointedly) I mean when's the last time we actually hung out together, alone

Marissa: (looks at Ryan) what you mean without Johnny (Ryan looks at her) (glares at Ryan)...your glad he's gone aren't you

Ryan: no I'm not even gonna answer that (frowns)

(Marissa blinks and Ryan leaves. the next thing we see is Marissa opening a drawer that has some clothes in it, she lifts a white top and underneath it is the angel necklace from Johnny, she puts the box she just got from Ryan down next to it and puts the top back over them both and closes the drawer)

CUT TO: Kirsten and Julie's party - we see a beautifully lit walk way and then we see a gorgeous neon sign near the entrance. it's a huge silver shell with the NewMatch logo and the word "presents" underneath that in blue neon is Sea-Sand-Stars and then down the bottom of the shell there is "Valentines at the Beach". we then see people dancing and having a good time. and then Sandy and Seth walking together

Sandy: did Summer give you back the bag

Seth: uh the conversation kinda went in a different direction after that

Sandy: oh

Seth: (to Ryan) hey, no Marissa

Ryan: yeah no Summer either

Seth: uh no she's over there (points) with her date

(Ryan looks and we see Neil and Summer together)

Sandy: Valentines Day, it's too much pressure (motions) there's Matt I wonder if his date showed up

(we see Matt by himself at the bar thing)

Seth: oh cool another dude, I gotta go do somethin

(Seth walks away. the next thing we see is Kaitlin by herself, then Justin by himself, looking for her. after a few seconds he sees her, and she him. she half smiles and Justin gives her a huge smile back. aww. Justin makes his way through the crowd and over to her. Kaitlin shakes her head and half laughs)

Kaitlin: you gonna try ta act like this is a strange coincidence

Justin: not...anymore (Kaitlin laughs) can I buy you a drink

Kaitlin: (looks at Justin) I don't know, can you (Justin smiles) still got that fake ID

(Justin smiles and holds his arm out, Kaitlin links hers through his and they walk off together - we then see Seth go over to Neil and Summer)

Seth: happy Valentines Day sir (Summer almost smiles) I was wonderin (sighs) if I could maybe borrow your daughter for a moment

Summer: (closes eyes) Cohen, I'm right here what'do you want

(Seth goes over to Summer and pulls her a little away from Neil)

Seth: I wrote you something

(Seth holds out a napkin with his writing on it. Summer takes it)

Summer: (looks) a cocktail napkin

Seth: it's a confession, read it

(Summer looks at Seth frowning and then looks down at the napkin)

Summer: (reads) to whom it may concern, my name is Seth Cohen an I have a problem with flying

Seth: it says lying, eh- pen shook

Summer: (looks at Seth then continues to read) I have lied about many things over the years (Seth nods, watching) the most recent an troubling lies include but are not limited to the following-

Seth: an there's a complete list on the back'a the napkin (Summer looks at him) all of my sins very detailed

Summer: Cohen I know (raises eyebrows) all of this

Seth: I know but if I ever screw up again (motions) you give that to my parents

Summer: (nods) hm, that's pretty smart (looks at Seth) you may have just rocked my world (Seth smiles) I was hoping you'd come up with the half court shot at the buzzer

Seth: is that a sports metaphor I don't...follow (smiles)

Summer: (grins sexily) I'm wearing (raises eyebrows) the thong

Seth: (screws up face) yeah that's-that's my moms

Summer: (screws up face) eww

CUT TO: The beach - we see Marissa walking by herself and she notices a bonfire, we then see that Dennis is sitting by the bonfire getting wasted, he looks up at Marissa

Marissa: what're you doing

Dennis: gettin wasted (Marissa nods) (looks at Marissa) you an me Marissa (Marissa looks at him) we're the only people who understand what we're goin through you know

Marissa: you might be right about that (sits)

Dennis: you know this emotional connection might be a really good platform (raises eyebrows) for a more physical one

Marissa: (laughs) I'm not gonna make out with you Chili

Dennis: (looks down) it's not Chili anymore, I'm goin back to Dennis (Marissa looks at him) Johnny never liked that nickname anyways

(Marissa looks at Dennis, Dennis looks at her and then down sadly. Marissa puts her arm around Dennis and pulls him to her so his head is on her shoulder. aww. we then see them sitting together by the bonfire from a distance)

CUT TO: Kirsten and Julie's party - we see Julie by herself

Waiter: care for some oysters ma'm

Julie: oh no, I don't do oysters, if I'm gonna swallow something that disgusting there better be something in it for me

(the waiter walks away and Kaitlin and Justin walk over)

Kaitlin: hey, mom

Julie: oh hey baby, how are ya (hugs Kaitlin)

Kaitlin: um I was...thinking about leaving

Julie: oh, well then ill see you back at the house

Kaitlin: no I mean...leaving Newport an going back to school (Julie looks disappointed) tonight, Justin (motions to Justin) he offered to give me a ride (smiles)

(Justin walks over)

Julie: (looks at Justin) hello, Julie Cooper-Nichol Kaitlin's mother (shakes Justin's hand)

Justin: very nice ta meet you, you have a lovely daughter (Julie smiles, nods) ill drive under the speed limit, make sure she buckles her seatbelt (Julie looks at him then Kaitlin, Kaitlin looks at her) stop for coffee several times

Julie: (nods, smiles) thankyou Justin I appreciate that (Justin smiles) (to Kaitlin) well ill see you at parents weekend an promise me you are definitely coming back

Kaitlin: promise, you'll be seeing alot more of me

Julie: Kaitlin, I'm so sorry if this trip wasn't everything you hoped for

Kaitlin: I'm a Cooper mom, ill survive (smiles)

(Julie and Kaitlin hug. aww)

Kaitlin: (softly) ok bye

(Justin and Kaitlin walk off together. Julie looks almost sad. she turns around and sees Neil drinking by himself)

Neil: hey

Julie: hello there

Neil: you look radiant tonight

Julie: thankyou (smiles)

Neil: I was hoping that we could talk

Julie: Neil you don't have to explain

Neil: no I think I do

Julie: all this back an forth, coming together pulling away again, I think it's...happening for a reason (Neil looks at her) we just don't belong together

Neil: we both have very complex lives which (Julie nods) will make this...very complicated

Julie: right, I mean who's looking to make life any more complicated (Neil looks at her) did you say will

Neil: I'm sorry it's taken me this long to ask you this (Julie looks at him) but I lost my nerve when I wasn't trusting my instincts, Julie uh...(looks at Julie) would you be my Valentine

(Julie smiles at Neil - we then see Kirsten walk over to Ryan standing by himself)

Kirsten: all alone tonight (Ryan nods) well I guess that's to be expected under the circumstances

Ryan: Marissa an I have ben fighting alot...mainly about whether Johnny was just a friend (motions)

Kirsten: or if it was more than that

Ryan: she says it wasn't, I don't think she's lying to me...I think she might be lying to herself...(raises eyebrows) an now that he's gone I don't know, how do we move forward, or if

Kirsten: well the nights not over, maybe there's a little pit stop you could make on the way home

Ryan: (thinks) yeah actually there is, thanks

(Ryan leaves and Sandy goes over to Kirsten)

Sandy: how's Ryan

Kirsten: oh, he has alot on his mind as usual

Sandy: (nods) o oo oo oo (Kirsten looks where Sandy is) Matt an Mia seem to be gettin along

(we see Matt and Mia laughing together at the bar. Kirsten is now closer to Sandy, they are almost in a hug)

Kirsten: d'you think there talking about business

Sandy: yyeah, I think right now he's saying how ? now offers more space for emergency care an-an comp patient services

Kirsten: (smiles) I think she's more concerned about wheel chair access in the lobby (looks at Sandy)

Sandy: aww she's a good soul

(Kirsten puts her hands on Sandy's shoulders just as a heart frame lights up gradually, it starts at the bottom and follows the heart shape till both sides reach at the top. there is smoke and pink fairy lights which are all up the inside and outside of the heart shape, its really pretty and well done)

CUT TO: The trailer - Kaitlin is packing inside and Marissa comes in. Kaitlin looks at Marissa, Marissa looks at her

Marissa: are you leaving

Kaitlin: yeah, don't cry or anything (half laughs)

Marissa: look I know this wasn't the best vacation you've ever had but (Kaitlin looks at her) I really am sorry for everything (sits)

Kaitlin: don't be (shrugs) just figure it all out

Marissa: (frowns) figure what out

Kaitlin: what you really felt for Johnny

Marissa: (looks at Kaitlin) what'does it matter now (looks away)

(Kaitlin looks at Marissa, Marissa looks at her)

Kaitlin: well you keep telling yourself whatever you want, but it does matter

(Marissa closes her eyes and stands)

Marissa: I'm really glad you came back

Kaitlin: (looks up) I'm...kinda...sorta...maybe (thinks) might be ? (raises eyebrows)

(Marissa smiles and hugs Kaitlin)

CUT TO: Johnny's house - we hear a knock at the door and then see the door open, Ryan is standing there. Sadie is the one who opened the door

Ryan: hi

Sadie: (suprised) hi

Ryan: I was uh was wondering if I could give you a hand

Sadie: (frowns) no no I got it thankyou

(Sadie looks behind her then back at Ryan)

Ryan: ok ill jus (goes to leave)

Sadie: I mean, really

Ryan: yeah yeah figured you could use the help (Sadie looks at him) if you want I could make the conversation a little more awkward

Sadie: well in that case please (raises eyebrows, smiles)

(Ryan goes inside and Sadie closes the door)

CUT TO: The road - Justin and Kaitlin are in the car. Kaitlin looks over at Justin with tears in her eyes, Justin looks at her

Justin: ok, I think there's something in your eye, it couldn't be, is that a tear

Kaitlin: (looks away, smiles) shut up (shakes head)

(Justin looks back at the road and Kaitlin looks out of the window. we can see that she is holding the teddy from earlier to her chest. aww)

Kaitlin: you know as weird as it may sound (looks at Justin) I think I'm actually gonna miss this place

(Justin looks over at Kaitlin again. Kaitlin looks back out of the window, the camera zooms in on her face and then we see the car drive past. the car disappears out of the shot and we see a sign that has Long Beach 24, Los Angeles 43 & Santa Barbara 137 on it

FADE TO: Kirsten and Julie's party - we see Matt and Mia dancing together then this fades to Sandy and Kirsten kissing in each others arms, dancing. aww, that then fades to Neil and Julie by the water together, no one else is around. Neil has his hands on the small of Julies back and Julie has her hands on Neil's shoulders, this fades to Seth and Summer making out on a towel on the sand, it's possibly more but the shot is so dark I can't tell, sorry. there is definitely heavy making out, this then fades to Marissa opening the drawer from earlier, she lifts the white top but this time Ryan's and Johnny's necklaces are side by side, she looks away then back down. we see her hand reach in and pull out the angel necklace. she closes the drawer and sits on the bed sadly looking at it, we see a shot of the necklace sitting in the palm of her hand then she closes her hand tightly and starts getting teary, she lies down on the bed curled up and looks at the necklace, upset

CUT TO: Johnny's house - Ryan and Sadie are in the middle of packing Johnny's room into boxes, it looks pretty bare. Sadie puts some books into a box that already has some surfing trophies in it. Ryan sits down and looks around, Sadie sits down and looks at him

Sadie: ...what're you thinking

Ryan: if I could've uh done or...said anything it wou- (sighs) would'a saved him

Sadie: (looks down) hm, well um (looks at Ryan) I think its a hard thing to accept, that life's completely out of our control (Ryan looks at her) but you were there for him (Ryan frowns) at the end'a the day its all we can really do for each other y'know, just be there (Ryan looks at her) (smiles) an ill be in the kitchen if you need me

(Ryan looks up, blinks. Sadie stands and leaves the room. we see a close up of Ryan's face and he sighs. then we see Sadie in the kitchen and hear a knock at the door, Sadie answers the door and Volchok is standing there)

Sadie: go away (tries to shut the door)

Volchok: look I jus wanna talk

Sadie: there's nothin'a say

Volchok: you wouldnt'a come here if you didn't wanna see me (smiles)

Sadie: its got nothin'a do with you an I think you should leave before I start screaming for the cops

Volchok: (leans forward, almost smugly) look we both know your not gonna do that

(Ryan comes and stands behind Sadie, Volchok notices him. Ryan looks at Volchok)

Volchok: what the hell is he doin here

(Sadie slams the door in Volchok's face)

Ryan: everything ok

Sadie: (looks at Ryan)...it is now (Ryan looks at her) you want tea

(Sadie smiles and heads back to the kitchen. Ryan looks out the window and we see Volchok heading towards his car, he stops and looks towards the house. Ryan looks away from the window and then back. Volchok looks straight at him and then keeps walking) - fade out