Street – Night

Alex pulls up to a stop light in the numbered streets after she'd been driving around for couple of hours. When she looks over she can see a drunken homeless guy sitting on the median without his pants on. Alex pulls out the wad of cash that Luke gave her and hands it to the guy.

Alex: Hey here are some fashion tips, I hear pink is the new black and pants are in style again.

The light turns green and Alex pulls away.

Cooper Mansion/Bathroom – Night

Marissa is standing over the sink with a towel wrapped around her and she's brushing her teeth when a knock is heard at the door and Summer peeks her head in.

Summer: So Riss, quick question. Are you going to prom?

Marissa's face contorts with anger at being reminded of prom which reminded her of Alex and she moves to shove Summer out of the door then locks it and stares into the mirror.

Library – Day

Jodie and Summer sit cozily in their usual study spot. Summer is twirling her hair around her finger. While Jodie gives her, her full attention.

Summer: So then Holly said I looked completely last season when I was wearing this season's new BCBG Collection dress, I mean is she blind?

Jodie: No way.

Summer stares at Jodie for a beat before she starts again.

Summer: Do you actually listen to this crap I'm spouting?

Jodie: What crap?

Summer: Me and my endless babble about clothes, hair and The Valley. I mean I'm even boring myself here.

Jodie (mock seriously): Thank GOD! If I had to hear one more story about that Grady Bridges guy from The Valley, I think my ears would start to bleed.

Summer giggles and hits Jodie on the shoulder. They are both rolling in laughter when all of a sudden both of them roll to the center at the same time and they realize their faces are an inch away from each other. Jodie takes a deep breath as Summer's eyes dart from her lips back to her eyes. They remain in this position before Summer nervously pulls back. They take a second to compose themselves.

Jodie (clearing her throat): Well I only listen because I figured you eventually get to the good stuff.

Summer: What good stuff?

Jodie: You know, the real you. Behind all the Ew's and tan lines.

Summer: You mean like my hatred for peach smelling body spray?

Jodie looks panic stricken.

Summer: Just kidding you big goof. You know sometimes you have this roll that you take on because everyone expects it, but then you just don't know when to quit?

Jodie (matter-of-factly): No

Summer: You know, you really need to learn how to lie. Especially if you want to get a girl and not have her pissed off at you the entire time.

Hallway – Day

Sadie struggles with her locker door before she finally gets fed up and kicks it and it opens. Inside is a beautiful 16th Century inspired dress with a note attached.

-'Oh fair lady; will you give me the pleasure of escorting you to the prom? I will be waiting there for you. Love, William S'-

Sadie stands there with the dress in front of her giggling like a little school girl.

Cooper Mansion – Day

Julie is sitting at her computer looking at spa prices in Europe muttering under her breath about getting away from babies and having a mud bath. Summer walks over to her mother.

Summer: Mommy, I would like to discuss prom with you like adults. You see its tomorrow night and…

Julie: Prom? Does Marissa have a date?

Summer: No, but…

Julie: Is this about that Luke kid? That's the hooligan you want to bend my rules for?

Summer: Mommy! He is not a hooligan or what ever that is.

Julie: No prom for Marissa, no prom for you. End of discussion.

Summer storms out of the room in a huff.

Julie (yelling): You know what happens at prom? Babies, lots of babies!

She turns back to her computer and mutters babies continuously with disdain.

Summer's Room – Night

Summer lies on her bed with Princess Sparkles on her chest with Avril blaring through her speakers. Marissa knocks on the door before she opens it more and enters.

Marissa: Avril?

Summer: What, I'm angry.

Marissa (kindly): Ok, listen I'm sorry you have to sit at home because I'm not all into the whole high school scene.

Summer (scoffs): Like you care.

Marissa: Sum, I do care. It's just; I'm a firm believer in not doing things just because others are.

Summer: I wish I had that luxury. I'm the only sophomore who gets asked to prom and you have to mess that up with being you and not going.

Marissa: Luke never told you we went out did he?

Summer sits up quickly.

Summer: What? When?

Marissa: Yeah freshman year for a few months.

Summer: Wait you hate him.

Marissa: Now I do, but back then it was a totally different story…

Summer: Ok, as in?

Marissa (collects herself): He told me everyone was doing it and we would be out of the loop if we didn't. It only happened once and then when I told him I didn't want to do it again because I wasn't ready he dumped me.

Summer sits dumbfounded.

Marissa (continuing): After that I swore that I would never do anything just because everyone else was doing it or that it was the 'in' thing.

Summer (stunned): So why didn't you tell me?

Marissa: I just wanted you to see that he was an ass by yourself.

Summer (fuming): NO you didn't! You helped Mommy keep me locked up in this place.

Marissa: That is not true.

Summer: I am not stupid enough to make your mistakes Marissa! Give me more credit then that.

Marissa: Sorry, I just thought I was protecting you.

With that Marissa turned and left.

Marissa's Room – Day

Marissa lies in bed staring at the ceiling contemplating. She rolls over and picks up her cell and dials a number.

Summer's Room – Day

Summer is still in her pj's watching The Valley re-runs eating cereal when a knock is heard.

Summer: Come in.

Marissa steps into the pink room with a wide grin.

Marissa: Feel up for some shopping?

Summer looks up hopefully.