AN: I do not own the OC if I did I wouldn't be sitting here going to schooling... this story is based the summer before and into there SR of highschool. Alex and Marissa are still together and Seth and Summer have moved on from each other.

She sat down on the pier. For the first time in a year she was actually alone, and did not know how to handle it. She was used to someone in her life, and now that it was over, she felt as if everything had been pulled out from under her. She couldn't stand to be in the apartment as Alex packed up her belongs, but she wanted to be close just in case Alex decided she really didn't want to leave, and it was all just a big mistake. However, Marissa knew it was not a mistake, when Alex's father called last week to tell Alex that her mom had been diagnosed with cancer. She rushed down to her bedside, and a week later, she was back at the apartment to pack up everything that belonged to her. Marissa really wanted to support her through this, but Alex said it was better that they just end it. Marissa knew that Alex did not want to drag her down with the fact that her mother was dying, and all though Alex had told her many of times how she was not close with her mom Marissa had knew that she really needed to spend this time with her. She felt someone behind her. As she turned her head, she let out a small smile. "How did you find me?" she asked as she moved over a bit on the pier.
"I went by the apartment to find Alex packing, and thought you might need a friend right now," he said as he sat down next to her. He put an arm around her shoulder and said, "As much as you are hurting right now I know Alex would like to at least say bye."
She looked at the ground before she looked up at him. "I'm not sure that I can," she said before she glanced out into the ocean. "I just look at her and want to beg her to stay with me. I want to tell her I will be by her side though all this, but she does not want to listen to me. We had a fight last night about it. I told her I couldn't stand to lose her, and she said I was being selfish." She looked up at him and said, "Do you think I am?"

He knew how he was supposed to answer this, but at the same time he also knew right now, she wanted the truth from him. She did need someone she could be honest with at this point so he said, "To be truthful I think you are in love, and scared to let her go. You never really loved someone like Alex before and for the first time you had a healthy relationship and now that it ended, you are scared and hurt. You have to remember though, Alex is going though the same thing. Instead of just losing you she is also losing her mom. Her mom does not support her choice in dating, and all she wants is her mother to be happy for the last few months that she has. Alex just wants to give her mom the daughter she never had. She does not want to fight. So I don't believe you are being selfish about this, but I think you need to look at how this is affecting Alex," he said as pulled her a little closer into him. She did not say anything, just looked out at the ocean. He was not sure what was going on in her mind, but he hoped that something he said would help her. He waited to speak for what felt like ten minutes before he said, "If you want I can come back with you, and we can deal with this together."
She looked up at him and said, "Okay," as she wiped a teardrop from her face. They both stood up slowly. Her eyes were filled with tears and her body felt so stiff against his touch. He reached out and took her hand in his as they walked down the pier. As they walked about half way she said, "Thank you."

"You're welcome," he said as he felt a smile across his face. He hated to see her like this, but he was glad she allowed him into her life instead of closing off like she used to do.

As they reached the apartment she squeezed his hand tighter before he said, "Do you want me to come in?"
"Yes," she said as she looked up at the apartment door. The place had so many memories of the two of them and she felt tears starting to build up again.

"Okay, if you want me to leave just let me know," he said as he pulled her into a hug. He wrapped her arms around her as she rested her head on his chest and let out a small cry. "I can't lose her," she said. He just wrapped her arms around her tighter and whispered, "Everything is going to be okay. I'm going to be right by your side through this all."

She looked up at him unsure of what to say. He had been there for everything this past year for the two of them and she knew he would not leave now. She would not be alone but she would not have the person that meant the world to her either. "Thank you," she said as she pulled away from him and started to walk up the stairs. She heard music though the door before she opened it. She stood there. It took a moment to get the guts to open it, but when she did, she felt the tears ready to flow. She knew she needed to be strong, but could not. She noticed Alex in the corner putting some stuff into a box so she walked over to her and said, "I'm sorry." She did not know what else to say, and she hoped that it was enough.

Alex turned around and, with out a word, wrapped her arms around Marissa. As the tears started to fall, she felt herself holding on to Marissa tighter. "I'm so sorry too. I don't want to end like this, but I have to take care of my mom," she said as she took Marissa face into her hands. "This is something I need to do, and maybe down the line if we still have feelings for one another we can give this a try again."

"I would like that," Marissa said as she leaned in for a kiss. "But can I at least see you?"

"We'll see what happens," Alex said as she started to kiss her just a little light kiss on the lips. She did not want things to go too far even though deep inside her she longed for them to. She noticed Seth standing in the doorway as she pulled away from Marissa. "Hey."

"Hey," Seth said as he walked over to the two of them. "You know I'm so going to miss watching the two of you make out. At least I still have the memories of our threesomes," he said with a sly grin on his face.

"Well Seth you better take care of my girl," Alex said as she looked from Seth to Marissa. As much as it hurt to leave Marissa, she was going to miss Seth as well. Somehow, they went from just exploring each other to actually building a deep connection.

As he slowly opened his eyes he noticed just how much his head hurt he had one to many beers last night. As he rolled over onto his side in order to hide, his head from the sun light he was surprise to find Marissa naked with her arms wrapped around her and Alex laying on the bed next to her. He looked down under to cover to find that he was also naked like the girls, and all of a sudden all his worries about a hang over slipped out of his mind as he thought back to the night. He remembers daring Alex and Marissa to kiss in front of him, and he remembers getting turned on by the fact of seeing his two best friends making out. He then remembers Marissa stopping the kiss and looking at him. He noticed the lust in her eyes and wonder just what she was thinking. It was then that she looked at Alex and without a word; the next thing he remember was Marissa kissing him like he had never been kissed before.

Lying here, he wonders just how this was going to affect the three of them. He was not going to hide the fact that he enjoyed last night with them, but he also knew that Alex and Marissa were the best friends he could ask for and wonder just how much this would change everything between them.

She could not believe what she was seeing. She felt as though everything that she had once known was being taken from her and she had nothing to hold on too. She stood just out of sight from them as they walked down the pier holding hands. She standed there watching them walk down the pier and stop in front of the apartment, watching as Seth wrapped his arms around Marissa and held on to her for what seemed longer then a friend should be hugging someone. She had told herself that she was over Seth, but standing here, watching this, she realized she was far from over him and wanted him back. As they walked into the apartment she stepped back, and for the first time she felt alone. She had lost her best friend and her boy friend, and she truthfully did not have a clue why.

She walked down the pier to where she had first seen them talking and sat down for a while trying to figure out what was going on with her life. She had been brought out of the daze when she felt someone next to her and looked over to find Ryan just looking out at the ocean. "Hey," she said as she looked at him.

"Hey," he said. "I didn't know you were back yet."

"Yeah, I decided to come back a week early to get ready for school. I thought I might have a chance to talk Seth, but I can't seem to find him," she said. She did not want Ryan knowing how much she was hurt by seeing him and Marissa together. In addition, she did not know what Ryan knew and wanted to find out more details on it all.

"I'm guessing he's at Alex and Marissa's place," Ryan said as he looked at Summer.

She smiled a bit when she found out that Marissa and Alex were still together. This meant that what she had seen between Marissa and Seth on the pier was nothing more than friends being there for each other. "Ryan can I ask you something?" she asked not sure she wanted the answer, but she needed to know. Ryan just nodded so she went on. "Has Seth been seeing anyone this summer?"

"Not that I know of," he said as he leaned back into the chair. "He's been with Alex and Marissa a lot."

"Thanks," she said. "I think I'm going to head home and unpack. If you see Cohen tell him I'm back in town." She said as she got up from the bench and walked away leaving Ryan sitting there wondering what this school year was going to bring.

As Alex drove away, they stood there watching the car until it could not be seen anymore. Neither one of them wanted to face the fact that she was gone, and that they did not know when they would be able to see each other, but at least they had each other. "So are you going to stay here, or move back with your mom?" Seth asked as they started to walk back up the stairs.

She walked into the apartment and looked around at the place. It felt so empty with Alex belongings gone and she said, "I'm torn right now as much as I know it's going to be hard living here without Alex I also know that living at home with my mom isn't going to make matters any better. The only thing I don't know is if I have enough money for rent and everything," she said as she sat down on the couch.

Seth sat down next to her and said, "Well how about finding another roommate?"

"I don't think I could live with just anyone," she said as she looked at the ground. "I need someone who I can get along with, and who wouldn't mind sharing a bedroom with me," she said. "Unless I just drop out of school and get a full time job."

"You can't do that. We are in our senior year. You worked too hard to get this far and drop out," he said as he leaned back into the couch. He placed his hand on her leg and said, "Hey is the bait shop still hiring?" he asked as he looked at her. "Because maybe I could talk my parents into letting me move in with you. That way you wouldn't have to try to pay the whole rent by yourself."

"Seth, as much as I would love that, do you really believe that your mom is going to let you move in with me," she said as she leaned back into the couch and closer to Seth.

"Why not? It's not like she knows that we have been having sex for the past six months," he said as he leaned in closer to her. "All that she thinks is that we have been hanging out as friends."

She felt herself move closer to him. She placed her head on his shoulder. She looked up into his brown eyes and felt herself melt with the look and the touch of his hand on her thigh. At first, she was physically attracted to the idea of having a threesome with Seth and Alex, but as the months passed by, she noticed that as much as she loved Alex she could easily fall for Seth if she allowed herself to do so. She was not ready for it though, and she knew it was not the time so she said, "Seth, I don't know. I think it might make things a little too complicated if we did that."

He understood what she was saying. Moving in with her would make what they had been doing for six months so much more complicated than it already was. However, he had to admit the thought of being with Marissa all the time, seeing her getting out of the shower, and getting out of bed, really turned him on. He moved his hand up her thigh a little bit more before he leaned over and gently placed a kiss on her neck. When she did not pull away, he moved slowly over to the lips and allowed himself to give into the taste of her body.

It was a different feel without Alex there with them, but at the same time, they had done it before just the two of them. She started to kiss him back allowing her to give into the touch of his lips and fingers on his skin. He had learned a lot from Alex and her over the past six months and had become great in bed. If she could not have Alex, at least she had the next best thing.

He noticed Marissa as she put her morning books into her locker he walked up behind her and said, "You know I thought it was suppose to get easier," as he leaned against the locker next to hers.

"Who ever told you that lied," she said with a smile as she closed her locker door. "But how about we go get some lunch and forget about classes for a bit?"

"Sounds good to me," he said as he started to walk down the hall after her. They walked for a bit in silence before he asked, "Did you decided anything about where you are going to live this year?"

She looked at him as they walked out the doors out the building. "I thought about it last night. I don't really think living on my own right now is the best thing to do, and as much as I like the thought of living with you I think that's going to make this whole thing a little weird," she said as she looked at him. "So I figure I give it a try living with my mom. We have been actually getting along better then I expected so maybe it won't be too bad."

"Maybe," he said. "Things are different now maybe the two of you can start over." He reached the little out doors café, "Do you want a salad or a chicken sandwich?" he asked as they got in line.

"Salad," she said as she picked up to bottles of water, and put them on the tray. "Do you want anything else?"

"Chips," he said as he moved up in line and picked up a salad and placed his order for a hamburger.

She handed him a bag of chips as they waited in line for the food. They enjoyed this ease between them it was different then either one of them had experienced before with anyone. She had something like it with Alex, but it was still different. As they walked up to pay for the food, she started to take her money out. "I got it this time," Seth, said as he pulled out of wallet.

They walked over to the tables to find Ryan had already gotten them one as they sat down across from him he said, "Hey."

"Hey," Marissa said as she took the salad off the tray. "How are classes?"

"Rough," he said as he picked up a French fry from him plate.

"Same here," Marissa said. "Seth here though this was supposed to be easy."

"Hey, that's what I was told," Seth said as he looked at Marissa and tossed a chip at her. "We can't all be as smart as you."

"Well you know I am the brains behind everything you do," she said playful as she picked the chip up off her shirt.

Just as Seth was about to say something back he heard, "Hey guys," as Summer sat down in the seat next to Ryan.

"Hey Summer," Marissa said as she looked up at her friend. "It's been a while. How was Italy?"

"It was great," she said as she put her bag on the table. "It was so hard to leave."

"I could image," Marissa said as she poured her dressing onto her plate. "Seth and I were talking over the summer about maybe spending a week or two next summer in Paris."

"Coop, that would be amazing," Summer said.

As he walked out of his last class of the day he never felt happier to get out of this place. He had a ton of homework to do, but he was planning to help Marissa pack up her apartment to move back in with her mom. As he walked over to his locker, he noticed Summer as she walked towards him. He had not talked to her yet, and wondered just what would happen. "Hey," he said.

"Hey, I was wondering are you doing anything now." Summer asked as she pushed a strand of hair from her face.

"Actually I told Marissa that I would help pack," he said. Part of him wanted to tell her about Marissa and him, but he could not there was just something holding him back from saying the words. Maybe the fact that he did not know what happened between him and Marissa made him think twice about it. "But I can talk until she gets done with some meeting she had to go to."

"Okay," Summer said as they started to head outside the school. "So what have you been up to?"

"Pretty much just hanging out with Marissa and Alex, going to concerts, and just enjoying this summer, I did end up fixing my boat up though," he said as they sat down on the table. "Marissa and Alex wanted to spend some time out on the ocean so we painted it up and went sailing."

"It sounds like fun," Summer said as they sat down on one of the tables outside in order to talk. "Maybe I can join you for a sail?" she said.

"That would be fun. We are taking the boat out this weekend if you want to join us," Seth said. He really did want to keep a friendship with Summer even though he didn't have any feeling towards her anymore. She was his first love and he could not just ditch her like that.

"I would like that," Summer said.

"Like what?" Marissa asked as she walked up and sat down next to Seth on the table.

"The four of us sailing this weekend," Seth said as he looked at Marissa. "That's if you are still planning on going."
"Yeah, my mom's going to be out of town anyway," she said.

"Okay cool," Seth said as he looked at Summer.

"Well I have to get going I need to study, but I'll give you guys a call later," Summer said as she got up from the table.

She had plans on going home after she left Seth and Marissa at school, but she needed some place to think without anyone to bother her. She knew just the place she wanted to go as she walked down the docks towards the slip that Seth used for his boat. The Summer Breeze the one place she felt like she could be alone. She knew that boat was named after her long before her and Seth become a couple. It was always a symbol to her on how much Seth really cared about her.

As she stopped in front of the slip with Seth's boat in it, but instead of being called "Summer Breeze" he had changed it. The boat no longer held the name "Summer Breeze", but instead painted on the side of the boat was "Holidays in The Sun" she had heard the words someplace along the line, but she couldn't seem to think of it right now. She looked at the boat and all the feeling of the past six months came back to her. She had lost the one person in her life that she felt she would always have. After spending the summer in Italy, she really hoped that coming back to Newport, she would be able to win his heart back, but she wondered just how she would be able to do that.

She walked away from the boat not really wanting to be by something that used to mean so much to what her and Seth had and now held a very different meaning his heart. She was not sure where she wanted to go, but she found herself walking over to the Crabby Shack for ice cream shake. As she walked in, she noticed Ryan sitting in the corner alone. She was about to walk out when their eyes met across the room, and she felt like she could not leave now. Maybe he could help her figure this whole thing out with Seth.

As she sat down across the table from him she said, "Can we talk?"

"Sure," he said as he looked up at her. He knew what she needed to talk about and was worried about how it would affect everyone.

"Is there something going on between Marissa and Seth?" she asked as she paused for a moment and went on talking without letting Ryan answer him. "It's just that at lunch it seemed that all that they wanted was to spend some time alone, then I went down to the docks to see how Seth fixed up his boat and he changed the name to a Sex Pistols song something that the two of them have in common. I don't know maybe I'm just reading to much into this, but I think there was something going on." She said as she looked down at the table. She was glad to get it off her chest. Every since she found them in an embrace on the pier when she got back from Italy she'd been wondering if something had been going on.

He did not know how to answer her. Seth had not really talked about what was going on between him and Marissa now that Alex had moved away. He knew the story of the past six months, but that was all. "I don't know," he said as he picked up a fry from his plate. "Seth hasn't told me anything."

She really wanted to believe him, but she knew he knew something, "But doesn't it bother you that Seth and Marissa are so close. It wasn't that long ago that the two of you were a couple," she said hoping that maybe he would open up about this.

"Summer," he said before he paused to figure out his thoughts. "Over the past year everyone has changed so much that I don't think we can expect it to go back to what it used to me. Maybe Seth and Marissa are dating, or maybe they are just close friends. We can't tell them what they can and can not do, but we can support them," he said as he got up from the table. "I have to get back to work, but think about that." He said as he walked away from the table.

She sat there totally blown away by what Ryan had just said to her. Things had really changed between the four of them, and she wondered just where she fit into this whole puzzle. She wanted the friendship back. However, could she really handle it if Seth and Marissa were dating?

As he walked into school he could not help but be reminded of the fall dance. All the posters were lining the hallways, and it was all that people had been talking about for the past two weeks. He had not officially asked Marissa if she wanted to go with him, but it was just rather implied that they would go together. They had done everything else together why not this, but he wanted to do some grand romantic gesture in order to ask her to the dance. He stopped at his locker to find a note shoved into the slot. As he open it up he looked at the handwriting and let out a small smile.

Seth,

I just wanted to let you know I am sorry I left last night, but I had some work to do. How about we meet up at lunch later?

Marissa

He smiled a bit more as he placed the letter into his locker along with the stack of papers that had been left in his locker from her. He smiled a bit at the thought of how cute they had become over the past two months. It was not official that they were a couple yet, but he knew it was only a matter of time before it would be. As he closed his locker, he noticed Marissa down at the end of the hallway talking to a bunch of freshman that was part of the committee for the dance. He smiled as he started to walk towards her, but instead of stopping at the group he kept going as he jumped up on the bench he said, "Excuse me," All eyes went to him, but he did not care about anyone else. He only cared about the eyes of Marissa cooper looking at him. When he felt like she was truly listening to him he said, "Marissa Copper for the past year we have been though a lot together, but it has been these past two months that we have grow together in a way that I can not explain in words. You are the only person I see myself being totally in love with. When I'm with you I want to be the man I never thought I could be, I want to give you my shoulder to cry on, fall in love with you every time I see you. I know this won't be the easiest relationship, but if both of us work at it like we have been working at it then we should be able to make this work." He jumped down off the bench and walked slowly over to Marissa trying to figure out the right words to say. "Marissa you are everything I have always wanted in a girl so will you do me the honor of being my date to the fall ball?"

The words did not want to come out of her mouth. This was the moment she had been waiting for all her life for someone to do a huge gesture like this, and now that it happen all she could do was lean in and give him a kiss. She did not care that the whole school was watching her all she cared about was the boy that she was kissing. She had kissed him before, but there was something about this time that made it all the better.

She thought about the past eight months and how everything had change. She had lost the one guy she truly loved and now she knew it was final. She was never going to win him back, not after he had just declared his love to Marissa Cooper in front of the whole school. She could actually say she missed it. She missed the way that he would do grand gestures in order to win her heart. Thinking back on it she never really did thank him from them. Not like Marissa anyway. She had stood there watching Marissa just giving Seth all the attention in the world like he was the only thing that matter to her. She had seen that look over the past two months, and she guessed that part of her knew it was only a matter of time before she lost him.

There was one night about a month ago when she realized that there was a chance she was never going to win him back.

The gang had decided to met at the beach after the concert, but neither one of them found the band to be anything worthwhile enough to stay and listen to so they walked out to the beach early. As they stepped down on the sand Seth wrapped his arm around Marissa waist. It just felt right to them being this close. They had not officially said anything about dating, but they acted like they were met to be together. They walked down the edge of the beach for a while until they came to a nice little spot that was a little distance from the club. As they sat, down in the sand Marissa moved her legs so they were crossed over Seth and placed her head on his shoulder. It was a position they both felt at ease in like nothing could harm them. When they wrapped there bodies together it was like the whole world just went someplace different.

"That music sucked," Seth said as he looked out into the ocean. "Everyone seems to believe that they were some hot new band, but I didn't see that about them at all. I saw some guys trying to act like they were punk when really I saw more pop rock then anything."

"I know I was disappointed about that I was really looking for some good new music group to watch, grow into something huge, but then again they, some people, actually like pop rock," She looked out at the ocean. It didn't matter what they talked about when they were together they always seemed to have something, and in these moments, when neither of them really wanted to talk, the silence between them was far from uncomfortable.

She knew that they hadn't seen her watching them, but when she noticed that they had left the club she wanted to see what they were up too, but as she stood there watching them being so cozy in each other arms she knew that she had lost what she always wanted. She thought back on all the moments that he and Seth shared together and she could not think of a single moment that Seth was that at ease with her. They always had to be doing something either talking or making out. They could not just lie in each other arms and do nothing.

It had taken her a long time to realize that this was really, what Seth had wanted. He wanted someone he could be at ease around, and he found her. The girl that lived next door for all those years. She was not going to lie to herself. It hurt knowing she had lost Seth, but she also knew she could not give him the love Marissa could.