A/N Sorry for the long wait. I feel so sick right now. I tried to write anyway, so if this sucks, I'm sorry. I won't be doing individual replies for the same reason. I'm just not up to it. Thanks for all your reviews, you guys are the best. Please provide feedback for this too, even if only to tell me it sucks. Read and Review, and Enjoy!

After his breakup with Casey, Ryan just wanted to hang out with his best friend. Much to his dismay, Marissa had developed a life outside of him. Where she used to have all the time in the world for him, she now hung out with other friends, studied with Andrew, went to the library. The only time he ever got to see her was on the way to school. She even told him not to bother coming in through her window at night. She wasn't available until late, anyway.

So, two days passed by, but it felt more like two lifetimes. If he were honest, he was more upset about the disappearance of his best friend than his breakup, even if he did like Casey. Marissa was supposed to be there for him. Even when he didn't need her to be there for him, she was supposed to just do it anyway. Now, he didn't even know where she was half the time.

On Friday Ryan finally figured Marissa would have time for him. Who studied on a Friday night? So, as he walked with Marissa to his car, he asked, "So? What's the plan tonight? A movie? We can go out. Chili fries? Balboa bars?" He offered her a smile, but it felt more pleading than authentic.

Marissa bit her lip awkwardly. "Ry, I thought you knew. I have a date tonight."

Ryan suddenly felt like he would throw up. After he and Marissa fought, he thought that Marissa would just end it with Andrew. She said she had feelings for Ryan. Where was the need for Andrew? "I thought you had feelings for me," Ryan finally said.

Marissa's cheeks flamed red. "I do, but you don't feel the same way, and besides – I like Andrew."

Ryan gave her a look. "So you're really going out with him?"

They reached her car, and Marissa paused by her door. "Yes."

Ryan climbed into the car silently. After a minute he said, "What do you like about him anyway? He's not your usual jock type. I mean, he plays sports, but that's not all he talks about."

Marissa gave him a look. "Um, exactly."

Ryan sighed, rolling his eyes. "But he is weird. That singing he did? What was up with that?"

Marissa laughed. "Ryan, he was singing Les Mis." At Ryan's confused look, Marissa rolled her eyes. "Les Miserables. I read it a long time ago and absolutely loved it. I also like the play. So does Andrew. He makes a lot of Les Mis references, and it's nice to be able to talk about that with someone."

"You can talk about whatever you want with me," Ryan protested.

Marissa shrugged. "I could tell you about it. I tried to years ago but you were dating Stacey Sullivan at the moment."

Ryan thought about that. "I remember her. Too much pink. All the time."

Marissa laughed a little and nodded. "I know. She was like walking cotton candy." She paused, turning on the radio. "I really liked Les Mis at that time. I was close to obsessed, and you listened to me talk about it but I'm pretty sure you forgot."

Ryan tried to remember. He wracked his brain trying to remember. "Is that the book that was really long that you read in like a month?"

Marissa smiled. "Yes, that would be the book."

Ryan thought about it again. "V…Valjean?"

Marissa's smile broadened. "He's pretty much the main character, yes."

Ryan nodded, feeling proud. "See, I do listen to you."

She reached over and squeezed his hand, making Ryan feel something strange in his chest. "I know. It's just that Andrew has read the book. And he actually went and saw the play in New York one time with his parents. It's just easier to talk to him about things."

Ryan gave her a long look. "It's easier to talk to him about things?"

"Some things, yes," Marissa admitted softly.

Ryan felt like he would throw up. He had never felt this incredibly sick to his stomach before, and the thought that it was caused by Marissa made him even worse. "Oh."

They reached his house, and Marissa parked the car before turning to him, resting her hand on the nape of his neck. "Ry, you're my best friend. Nothing will change that. But I need to learn to have a life on my own. You're dominated everything for so long, and I need to get back to a time when I didn't feel this way for you. Andrew understands that. He's been here before. It's just easier to talk to him."

Ryan didn't turn to look her way. "I should go inside."

Marissa's face fell. "Ryan…"

He unbuckled his seatbelt and opened the door. "Have a good date." Without another word, he left.

XXXXX

Andrew picked up Marissa at exactly seven dressed in a black button up and dark jeans. Marissa wore a cute dress that Ryan used to just stare at her in – a reaction she very rarely got from him. Andrew's jaw dropped when he saw her, making Marissa blush deeply.

Smiling, Andrew looked at Marissa's eyes. "You look absolutely stunning." He pulled out a single rose. "For you."

Marissa blushed again, smiling. "Thank you. It's beautiful."

After putting the rose away, Marissa followed Andrew to his car. Once they were inside, Andrew turned to her. "So, I know I said we would go to a movie, but I have a better idea. Do you trust me?"

Marissa nodded because it was impossible not to trust Andrew. He was just a genuinely good guy. "Yeah, of course."

Andrew's smile softened as he started the car. "Okay, prepare to be amazed."

They arrived at their destination ten minutes later, and when she saw what it was, Marissa laughed. "A bookstore? We're going to a bookstore for our date?"

Andrew grinned. "Yep. Prepare to be amazed."

They walked inside together and Marissa looked around, smiling. "I haven't been here in years. Ryan and I used to come here as kids sometimes, but mostly we went to the library."

Andrew stuffed his hands in his pockets, looking around. "Okay, where are we going to start?"

Marissa glanced over at him. "Um, work from left to right?"

Andrew smiled and nodded. "Sounds great." They walked to the left side of the store, which happened to be the self-help section. Andrew laughed and turned to Marissa. "Self help?"

Marissa laughed and shrugged. "I didn't realize it, I swear."

Andrew glanced at the shelves and pulled one book out. "Things I've Learned From Women Who Dumped Me." He glanced at Marissa. "I should've written this thing."

Marissa laughed and shook her head, glancing at the shelves herself. "How about How to Survive a Robot Uprising?"

Andrew looked at her and quirked an eyebrow. "That just might be useful."

Marissa laughed, rolling her eyes as she placed the book back. "Right, right."

He bumped her shoulder with his and put his own book back. "Hey, when the robots start coming, I'm going to say I told you so." They walked a little down the aisle and Andrew asked, "If you could write a self help book, what would it be about and why?"

Marissa pursed her lips as she considered this. She had never been asked this question before and had no idea. After careful consideration, she finally said, "Um, I'd write How to Survive Newport: a Step By Step Guide How to Be a Debutante Without Killing Yourself."

Andrew glanced her way. "Care to tell your secret?"

Marissa bit her lip as she quietly said, "Fall in love with Ryan Atwood." She glanced his way and saw him staring at the floor. "I'm sorry, I shouldn't have said that."

Andrew met her gaze and smiled softly. "Hey, don't be. Loving Ryan has made you who you are today. Imagine if you hadn't had him here for you this whole time. You'd be someone totally different. Don't apologize for being who you are." He shrugged. "I'm not going to apologize for loving Jessica. She's my love. You don't apologize for that one person in your life you just can't do without."

Marissa smiled a little at that, but it was barely noticeable. Andrew was right. "Do you two keep in touch?"

Andrew nodded, running his hand over his head. "Me and Jess? Oh, gosh, yes of course." He laughed a little. "I don't know what I'd be like if I didn't talk to her still. She's just too important."

"Do you still love her?" Marissa asked quietly.

Andrew didn't even hesitate. "Yeah, I do." He looked Marissa's way. "It's not something you just shut off, you know?"

Marissa nodded, completely understanding. "More than I probably wish I did."

Andrew looked at the shelves and they both realized they were now in the dating and romance advice section, making both of them chuckle a little. "Sometimes I think that having these feelings for you is wrong. I mean, I obviously love Jess. I'll probably always love Jess." He lifted his hazel eyes to hers, and Marissa's heart went out to him. "But that doesn't stop me from having these feelings for you."

Marissa nodded, tucking a strand of hair behind her ear. "I feel the same way," she murmured quietly.

Andrew smiled softly, just looking into her eyes long enough or Marissa to feel a little overwhelmed with feeling. Finally, he looked away and stared off at the rest of the store. "Oh gosh, is that a stage?"

Marissa followed his gaze to the children's section where there was a small stage in the corner. "Um, yes. That's where they do story time and all that."

Andrew reached for her hand and said, "Come on, this will be fun."

Marissa laughed as she followed him to the stage where Andrew quickly found animal puppets. "What are you doing?"

Andrew decided on a Siberian Husky puppet and a hedgehog. "Grab a puppet," he told Marissa as he got situated.

"Um, I think I'll pass."

Andrew gave Marissa a stern look. "Just grab a puppet."

Marissa rolled her eyes but grabbed a turtle puppet and placed it on her hand. "There, happy?"

Andrew lifted the hedgehog and in a low voice said, "Very happy."

Marissa laughed and said, "You're something else."

Using the dog puppet, Andrew said in a scratchy voice, "That's what they all say."

Marissa laughed again. "Okay, so why do we have the puppets?"

Andrew jumped onto the stage and said, "We will put on a show! For all these empty chairs!" He gestured towards the empty chairs in front of the stage.

Marissa stepped onto the small stage herself. "Uh huh. And what is this show about?"

Andrew thought about that. "Um, it's the feelings show. You start us off."

Marissa gave him a look, shaking her head. "Hell no."

Andrew shushed her and looked around dramatically. " Marissa, we're in the children's section. Watch your language!" He winked, letting Marissa know he was joking.

Marissa rolled her eyes. "You start."

Andrew shrugged. "Fine, fine." He took in a deep breath, then transformed in front of Marissa. He lifted the two puppets and immediately started performing.

The dog looked at the hedgehog, and both waved at each other. In his scratchy voice, the dog said, "Hey there Mr. Hedgehog. How are you doing today?"

The hedgehog said in his deep voice, "I'm okay, but I'm a little sad."

Andrew made the dog tilt his head. "What's wrong, Mr. Hedgehog? Isn't everything perfect?"

The hedgehog sighed dramatically. "Well, I recently met this really pretty turtle. She makes me so shy!"

The dog said, "Well what's the problem then? You're too shy?"

The hedgehog shook his head. "No no! I think she likes my nervous jokes and silliness when I'm shy." The hedgehog sighed dramatically. "But there's something else. Or rather, somebody else."

The dog barked in surprise. "Somebody else! Why, who!"

"The turtle loves Mr. Lizard!" the hedgehog exclaimed.

The dog barked again. "Oh no! What does this mean!"

The hedgehog slumped, looking sad. "I don't know, Mr. Husky. I just don't know. She seems to like me, but Mr. Lizard is always around. I really like Mr. Lizard, but Mr. Lizard doesn't see this beautiful turtle the way I see her. That makes her sad, which makes me sad."

The dog let out a small whine. "You mean you're not even sad that she doesn't like you?"

Marissa tilted her head at Andrew, her eyes soft as she saw the scene unfold – the scene that he was purposefully using to mirror their present situation. The hedgehog said, "I know she likes me! Even if she doesn't like me as much as she likes Mr. Lizard. But that doesn't matter. Even if she were with Mr. Lizard, I'd just want her to be happy. Miss Turtle deserves to be super happy, but I just don't know how to make her be that way."

The dog looked around, then said, "Oh boy! I think that's her over there! Quick, she's coming! Act natural!"

Marissa took this as her cue and made her turtle look like she was walking. In a voice, Marissa made the turtle say, "Hey Mr. Hedgehog! Mr. Husky!"

The hedgehog turned his head just a little bit, just enough to make him seem kind of shy. "Oh, hi Miss Turtle. You look rather pretty today." Aside so that only the husky was supposed to hear him, he added, "But she always looks pretty."

Marissa felt her stomach fill with butterflies as she watched Andrew create this world with these characters and their stories. He was really such a great guy, and he made her laugh and smile equally. Towards the end of the 'show', Marissa decided to throw caution into the wind and just act on instinct. As the hedgehog was talking about the merits of Mr. Lizard, Marissa leaned in and kissed Andrew, taking both of them by surprise. His lips were warm and soft and tasted like peppermint.

When they pulled back, Andrew blinked a few times, blushing, which Marissa found absolutely adorable. In so many ways Andrew was innocent and smart and sweet. It made her feel happy just being around someone so genuinely shy and genuine. Clearing his throat, Andrew lifted the hedgehog. "Mr. Hedgehog thinks this is a really great date."

Marissa, looking into Andrew's eyes with a soft smile playing on her lips, lifted the turtle. "Miss turtle things you just might be right."

XXXXX

Ryan felt sick that entire night thinking of Marissa out with Andrew. At about nine he finally gave up the idea of staying at home and decided to ride to Marissa's house so that he could be there when she got back. That way he could hear all about it and decide his plan of action. He just wanted Andrew out of the picture already. Things were so much better when Andrew didn't exist.

While he waited, Ryan tried reading his new copy of Les Miserables. He had ran out to the store and bought a copy after Marissa said she loved it. He wouldn't let Andrew be the better friend. Ryan would read all 1200 pages if only to understand why his best friend was so taken with it.

Yet, by ten he was only just beginning to reach the introduction of Jean Valjean, and Marissa was still out on her date. Where the hell was she? She should be back by now. The date was at what? 7? 8? Two or three hours was plenty of time for Andrew to spend with Marissa. It was Ryan's turn now. Marissa needed to be home.

By 10:30 Ryan started running all kinds of scenarios in his head. Andrew kidnapped Marissa. Andrew drugged Marissa and was going to rape her. Andrew was hiding Marissa's body right at this moment. Andrew was trying to seduce Marissa and get her to move to Spain with her where they'd do nothing but talk Spanish and drink all day.

Ryan was about to make his presence in the house known and go to Marissa's parents and beg to call the police just before eleven when Marissa walked into her room, a smile on her face. Ryan immediately stood from her bed, discarding his book that he hadn't read in over an hour. "Where the hell have you been? It's almost eleven."

Marissa raised her eyebrows at him, taking off her jacket. "What are you doing here?"

"I came to see how your date went, and I've been frankly worried sick," Ryan said seriously.

Marissa laughed and rolled her eyes as she hung her jacket up. "Relax, Ryan. I'm home rather early."

"Early? You're home extremely late," Ryan protested, walking over to her. He looked her up and down, placing his hands on her shoulders so he could eye her carefully.

"What are you doing?" Marissa asked, looking at him as if he were crazy.

"I'm making sure you're okay. How many fingers am I holding up?" Ryan held up three fingers in front of Marissa's face.

"Three," Marissa said, sighing.

"Good. Did he give you anything? Are you feeling woozy? I'll take you to the ER." Ryan started pulling Marissa in the direction of the door, ready to take her to the hospital.

Marissa laughed and pulled her hand away from Ryan. "Calm down. I'm fine. No, he didn't give me anything. We went to the bookstore and then out for pancakes at IHOP."

Ryan turned to look at her. "But we eat pancakes."

Marissa crossed her arms over her chest, giving him a look. "Ryan, I eat pancakes with a lot of people, not just you."

Ryan narrowed his eyes. "Oh, so I'm not special then?"

Marissa threw up her hands. "Oh my gosh. Since when have you been like this?"

"Like what?"

Marissa laughed and shook her head at him. "I don't know. So frustrating. You used to be protective, but this is just something else. What is wrong with you?"

"What's wrong with me?" Ryan asked, raising his voice a little bit. "What's wrong with you? What kind of person tells one person she has feelings for him, and then goes out on a super long date with another guy two days later?"

Marissa rolled her eyes. "The kind of person who is tired of having unrequited feelings. Who is tired of wondering what the hell is wrong with her that he can't see her that way. Who is just trying to get over everything so she can be freaking happy for once in her pathetic little life."

Ryan felt like she had punched him. He stared down at his boots, wondering how to fix this. What words made all of this better? Marissa had feelings for him and wanted that to stop, so she was dating someone else. Maybe logically that made sense, but why did he feel like she was trying to punish him? Why did he feel so sick thinking of her with Andrew? Kissing him? Or worse…

"Did he kiss you?" Ryan asked quietly, unwilling to look at Marissa.

Marissa rubbed her arm, avoiding Ryan's eyes just as he was avoiding her. "Not that it's any of your business, but I kissed him," she said quietly.

Ryan's entire body went stone cold, and he lost his breath. Definitely felt like someone had hit him in the gut. Now he couldn't breathe and Marissa was standing there looking absolutely stunning in that simple dress of hers that he had told her before he really liked. He saw them kissing in his head and felt sicker. He was going to faint or die or something if he didn't get some fresh air. He blinked quickly, trying to get the image of Marissa kissing Andrew out of his mind, but he just couldn't. It was right there on repeat, his own personal nightmare.

"I have to go. I don't know what I was thinking being here," Ryan said, grabbing his jacket and climbing out the window before Marissa could even think of saying anything.

Marissa sighed, sitting down slowly on her bed. Something caught her eye, and she reached over to see a book opened face down on her bed. She turned it over and saw the title Les Miserables. She bit her lip, realizing Ryan had gone out and bought the book just so he could read it and they could talk about it together.

She stood and walked to the window, staring out, hoping to see Ryan out there. Yet, as she searched the ground for him, she already knew he was gone.