A/N: Happy new year! Here's a spin on 3x14 if Johnny never climbed the cliff. And yes, I throw Johnny under the bus.

. . .

"What are you thinking?" Marissa asks softly, turning on her side and placing a tentative hand on his chest. Ryan had been staring up at the ceiling, his mind clearly adrift.

"Nothing," he replies, shrugging slightly.

"Ry…" Her tone is tired and full of caution.

His eyes flicker to her and the defensive wall is unmistakable. She wonders if they had achieved anything at all tonight.

"I can't just forget," he mumbles quietly and it faintly reminds her of how he had been with Oliver.

"I'm not asking you to forget," she says pointedly. "Look I get it. You need time. But I need to know if that's all you need or if you need space too."

It pains her to say the last part, to even contemplate it. Time apart. A break. A break up altogether.

In the darkness, she can dimly see him shake his head. He's harder to read than usual.

"I want to make it work," he answers softly.

"Me too," she whispers back.

He turns finally, facing her in the eye.

"I don't love Johnny," she tells him again.

"I know."

"Do you?"

A sigh escapes his lips.

"This last month, months even, it's felt like he's more important to you than anybody else."

There's a wave of regret and guilt which washes across her face.

"It wasn't about him," she tries to explain. "I was just trying to escape my own problems."

"Trey," he says quietly, lips pursing tightly together.

"Yeah."

"Do you still have nightmares?"

"Sometimes," she admits.

"I don't know what to do. I don't know how to fix this," he tells her, with an inkling of frustration.

"Ryan, you can't fix this. Neither can Johnny. No one can."

His brows furrow in confusion, trying to make sense of what she's just told him.

"I just need you to be there. That's all," she tells him, shy and self-conscious.

There's a flash of surprise across his face and then a crystallisation of understanding.

"Oh," he merely says.

She smiles kindly back, tentatively placing her hand on his cheek and he leans closer.

"I've never had a nightmare when I've slept over with you," she reveals.

"Maybe you should sleep over more often," he replies, smiling softly.

. . .

Marissa walks into the trailer finding it uncharacteristically empty. Her efforts at thinking up an excuse to explain her absence were clearly wasted. By the time she's showered, she finds Kaitlin stumbling into their makeshift bedroom.

"Hey, where have you been?"

"Out," Kaitlin replies, collapsing onto the bed.

"Out?"

"I went for a little walk along the beach, sat at that lifeguard stand you love so much," she lies quickly, deciding that Marissa doesn't need to know about Johnny quite yet. "Where have you been?"

"With Ryan."

"So you guys made up?"

"Sort of."

"You don't sound very sure."

"We did," Marissa sighs, sitting down next to her sister. "So much has happened - can we really overcome everything?"

Kaitlin shrugs. "Maybe you don't need to. You love each other. It's simple."

Marissa laughs at the thought of her and Ryan being described as simple. If only, she wishes.

"Well, Valentine's Day is coming up. We can test your theory out and see if we finally have a normal holiday," Marissa says wryly.

"I think the stars might have finally aligned," Katlin says with a grin.

"What's got you in such a good mood?" Marissa questions, puzzled by the burst of optimism.

Kaitlin reflects on the previous night and how Johnny had finally chosen her. She'd had sex. She really wasn't a kid anymore.

"Some of us don't enjoy being depressed all the time, Marissa," she replies with her trademark snark, earning only an eye roll in response.

. . .

She finds him by his locker, collecting his history books.

"Hey," she greets, coming up behind him. Registering her presence, he smiles in answer. He shuts his locker and leans back against it.

"How are you?" he asks.

"Good," Marissa answers, biting her lip slightly. It feels different between them, but maybe a good different. She takes another step forward and leans to kiss him.

Ryan's taken aback at first. It's been a while since they did this: the hallway makeout. But it was once second nature to them and it's seconds within which he's settled into it.

"What's that for?" he asks, catching his breath.

Marissa shrugs. "Do I need a reason?"

"No," Ryan answers with a smile, pulling her in for another kiss.

. .

"So, Valentine's Day is tomorrow." She broaches the topic as they are collecting their morning coffees.

"Uh huh," he hums back, struggling to hide his smile. He's enjoying this, he realises. Having Marissa's undivided attention. Her open and apparent interest.

"I thought we could do something, just the two of us," she continues.

"I don't know," he tries to play it cool. "I might have a hot date planned."

"Oh, yeah?" Marissa plays along.

"I could be tempted," he says, placing his hands on her waist and pulling her closer.

"I can be very tempting."

"I believe that," he says, leaning forward to kiss her. "We can spend the day in Santa Monica, and be back in time for the party."

There's a knowing smile on Marissa's face.

"So you've thought about it?"

Ryan blushes involuntarily. Ignoring her smirk, he takes her hand and leads them out to the corridor.

"Why Santa Monica?" she questions.

"I hear they have a ferris wheel," he comments.

. . .

Kaitlin calls Johnny, listens to the dial tone ring, twice, thrice, and then finally he picks up.

"Hey," she hears his muffled voice.

"Hey," she coyly returns. "How are you doing?"

"Fine, good in fact. How are you?"

"I'm great."

There's an awkward laugh on the other end, and then a pause.

"Listen, this is going to sound totally lame but there's this party Saturday night."

"Saturday night?"

She worries that he sounds nervous.

"Yeah, it's a Valentine's party actually. For charity, and well, I was hoping you would come with me."

"Are you asking me to be your Valentine?" she hears him say and she giggles in response.

"Maybe, yeah."

"I'll see you Saturday," he tells her in response.

. . .

They sit on a boardwalk at the pier, Marissa watching the waves crash beneath them and Ryan watching her. When she notices his gaze hasn't left her, she blushes immediately.

"I find the ocean calming," she explains.

Ryan nods, "I figured, with the time you've been spending at the lifeguard stand."

It's not said unkindly but there's a tension there she doesn't miss.

"I'm sorry I've been distant," she tells him. He shakes his head more out of acknowledgement rather than a refusal.

He wants to ask why, but the words are painfully difficult for him.

"It has nothing to do with you," she assures him.

"Doesn't it?"

"Not in that way."

"What does that mean?"

Marissa sighs, runs her hands across her face.

"My life is a mess. And before you say it, it's not because of you. But it is a mess. I'm trying to figure it out, but it's hard."

"You don't have to do this alone. You could have told me." Before it got so fucked, he silently thinks.

"You wanted to put this all behind us," she fights to keep her tone neutral.

"So did you," he defends. "It didn't mean-" He sighs yet again, feeling frustrated. It didn't mean I would rather you talk to Johnny.

"I don't want to fight," she says.

"Neither do I," he replies.

"But are you okay with everything?"

"Which part?" he grumbles. "My brother ruining our lives or the fact that another guy is in love with my girlfriend."

There's a faint smile on Marissa's face, "You shouldn't worry about the second part."

"And the first?"

Marissa reaches for his hand, squeezes it tightly.

"We have our problems, we both know that, and Trey only made it worse. But, I still love you," she affirms. "If that counts for anything."

His eyes fall to their adjoined hand, his head nodding.

"It does," he tells her. "I love you too."

"Then let's enjoy the rest of Valentine's day, deal?"

"Deal," he agrees, kissing her cheek. "C'mon, I owe you another ride on the ferris wheel."

. . .

Kaitlin grabs Johnny's hand, as they walk in together.

"I'm so glad you came," she says beaming, standing up on her tiptoes to kiss his cheek.

Johnny offers her an awkward smile, as he nervously scans the venue.

"Is Marissa coming tonight?"

"She should be. They're probably running late."

"Right," Johnny mutters, his face unmistakably falling at the mention of they.

. . .

"We're so late," Marissa complains, applying another coat of lip gloss as Ryan turns the car engine off.

Getting out of the car, he walks over to her side and opens her door. She takes his extended hand, mouthing thanks.

"You're always late," Ryan tells her wryly.

"I think you carry some of the blame this time,"

"Maybe," he concedes, smirking.

They walk in languidly, hand in hand. The calm is almost instantly disrupted.

She sees them before Ryan does. He feels her startle and follows her eye line, taking in Kaitlin and Johnny in the distance.

"You okay?" he checks.

Marissa blinks and then nods.

"Yeah. It's a surprise, that's all." She faces him and reaches out to touch his collar.

"Marissa…" He sounds unconvinced.

"It's fine, really. It just threw me for a moment."

"Okay," he allows.

"Dance with me?" she asks. She won't let Johnny ruin tonight for them.

. . .

"You've been distracted all night," Kaitlin says pointedly.

Johnny looks down apologetically, pulling his stare away from Ryan and Marissa.

"I'm sorry," he mumbles.

"I thought you were over it."

"I am," he insists. "Can we go talk somewhere quiet?"

He pulls at his shirt collar, fidgeting uncomfortably.

"Sure," Kaitlin replies, walking inside to an empty hallway.

"I'm sorry," Johnny tells her again.

"For what?"

"For the other night."

Kaitlin's face turns slowly to a grimace, a gnawing ache forming in her stomach.

"What are you talking about?"

"We shouldn't have, Kaitlin. I shouldn't have. It was a mistake," he says.

"What do you mean?" she questions, visibly more distressed. "I thought, oh my god, you still love her, don't you?"

Johnny is silent in response, and visibly unhappy.

"I'm so sorry," he says again.

"I can't believe I slept with you," Kaitlin cries, tears now running her cheek. She turns, racing away from him.

"Kaitlin, wait," he shouts, trailing after her.

. . .

Marissa can't describe it but seeing Kaitlin with Johnny leaves her with a deep sense of discomfort. She's too young and he's too...in love with her. It's a bad mix. Her mind's stuck on them even as she sways in Ryan's arms, and she knows that he knows this too.

It happens in a blur. She sees Kaitlin hurrying outside, clearly crying and Johnny awkwardly following after her. She stops Ryan and moves aside to get a better look. Yeah, she's definitely crying.

She starts walking in their direction, not bothering to check Ryan's reaction.

"Don't touch me," she hears Kaitlin shout as Johnny reaches for her arm. He immediately removes his hand, throwing them up in the air.

"What's going on?" Marissa asks them, her eyes turning accusatory at Johnny.

"I don't want to talk," Kaitlin mumbles, brushing past her and continuing to walk out of the party. Marissa looks in her direction and then to a reticent Johnny. To her side, she sees Ryan standing.

She gives him a look, the request clear in her eyes. "Can you…?"

"Yeah, I got it. Go check on her," he says in understanding.

. . .

Marissa finds Kaitlin sitting on a bench by the valet, sobbing intermittently.

"What happened?"

"Go away. I don't want to talk."

"I can get mom if you like" Marissa tries.

"NO. Definitely not mom."

Marissa walks tentatively to sit by her little sister. Despite her initial protestations, she puts an arm around her and suddenly, Kaitlin's burying her head into her shoulder, sobbing softly.

Eventually when the crying subsides, she tries again.

"What happened?" she asks softly. "Did he hurt you?"

"No, I don't know," Kailin sniffles. "I'm such an idiot."

Marissa feels the worry double over inside of her.

"Kaitlin, did he try to-"

"No, no, he didn't. Oh my god, you're going to hate me."

"I could never hate you."

"I slept with him," she confesses and Marissa feels the worry boil over to rage.

"He didn't force me or anything. I wanted to. I thought he liked me," Kaitlin continues, letting out another sob.

Marissa hugs her tighter. "I know, honey. I'm so sorry. He's an asshole for doing this to you," she soothes.

They sit together for a while longer, until the sobs eventually even out.

"Let's get out of here," Marissa suggests and Kaitlin nods in answer.

Getting her phone out of her purse, Marissa calls Ryan.

"Hey, it's me."

"Everything ok?"

"Not really. I need to take Kaitlin home, can you drive us?"

"Yeah, yeah, I'll be right over."

. . .

Ryan puts the phone back into his pocket, to face Johnny's querying eyes.

"Was that her?" he asks, and he wonders which sister he's actually referring to.

"You need to leave,"

"I just want to talk to her."

"Marissa or Kaitlin?"

He's about to say Marissa, and checks himself at the last moment. "Both."

Ryan lets out a wry laugh at his audacity.

"Stay the fuck away," he tells him. "I won't ask nicely next time."

Leaving Johnny behind, he walks out to find Marissa. He spots her immediately sitting on a bench with Kaitlin curled up in her arms, as she gently strokes her hair.

He takes a moment to stand and watch, an inscrutable expression on his face.

. . .

Kaitlin walks inside the trailer wordlessly, telling Marissa she's going to get changed and take a shower. When they hear the water running, Ryan places his hand on Marissa's waist in a prompt.

"What happened?" he asks, and Marissa lets out a deep sigh.

"Johnny slept with her."

There's shock, and then visible anger on Ryan's face.

"He's fucking unbelievable," he swears, and she's certain he's thinking about punching him right now. Her hands drop down to join his on her waist.

"I know," she agrees. "I wish her first time wasn't like this."

"You couldn't have known," he tries to reassure. He really hadn't seen it coming; he didn't think Johnny had it in him.

"I introduced them," Marissa returns. Though neither voices it, the similarity with Trey doesn't escape them.

"It's his fault," Ryan insists. Before she can reply, there's a knock on the trailer door.

"Who…" she mumbles absently, walking over.

There's Johnny standing across from her, looking pathetically apologetic.

"Leave. Now," Marissa says in an instant.

"I'm sorry. I never meant to hurt you-"

His words are broken by the sharp sound of Marissa's hand colliding with his face. Behind her, Ryan's can't help letting out a smug smirk.

"I guess I deserved that," Johnny murmurs, his right hand coming to nurse his cheek.

"You don't even care that you hurt Kaitlin."

"I screwed up. I know. But you have to understand," he pleads.

"Understand what? She literally turned fifteen - you were there! You should have known better."

"Marissa, your letter, it fucking destroyed me."

Ryan's attention piques at the mention of a letter, suddenly looking curious.

"What did you expect? You knew how I felt, I told you before. Nothing changed."

"That's not true-"

"I think you should leave," Ryan repeats when he hears the water in the bathroom stop.

"Stay out of it," Johnny snaps.

"Excuse me?" Ryan takes a step forward, near ready to punch him. Marissa puts a hand in front of him.

"He's right, you should go," she tells Johnny.

"Marissa, please-"

"Go," she repeats more forcefully. "And don't come back."

With one last heartbroken stare, he nods, finally accepting defeat.

Ryan puts an arm around her as they watch him leave.

"Was that him?" Turning they see an uncertain Kaitlin, looking indelibly small in her oversized robe.

Marissa nods in answer.

"You don't ever have to talk to him again."

Kaitlin merely gives a small sad smile back.

"I'm going to bed," she announces to the pair.

. . .

"I can stay," Ryan offers when they're finally alone but Marissa shakes her head.

"Thank you but it needs to just be me with her."

Ryan nods.

"I'm sorry our night's ruined," Marissa tells him.

"Don't be," he tells her sincerely. "It's good that Kaitlin has you."

He looks at her softly, with an earnestness which she had thought they might have lost altogether.

"I'll see you tomorrow," he says, kissing her cheek tenderly.

. . .

"Scoot over," Marissa tells Kaitlin, climbing into the tiny bed.

"You don't need to babysit me," Kaitlin complains, even as she finds herself leaning into her sister's side.

Ignoring her, Marissa asks, "You want to talk about it?"

"I thought he really liked me. I feel so stupid," she admits.

"Everyone does stupid things. Believe me," Marissa assures her.

"Says Miss Perfect."

"Did I ever tell you about my first time?" Marissa tries and takes Kaitlin's silence as a prompt to continue.

"You remember when Ryan first came to town?" Kaitlin nods. "I was trying to choose between him and Luke. It's hard to think now how I could have been so confused but I was at the time. Anyway, I finally chose Ryan but I gave him the wrong idea."

Kaitlin snorts, "That's so you."

Marissa rolls her eyes and continues with her story, "When I went to find him, I found him making out with this woman. I was so hurt, I decided the way to make myself feel better was by sleeping with Luke. I had waited all that time because I wanted the first time to be special and right. In the end, I did it because I wanted to hurt Ryan. He wouldn't even have known about it, that's how stupid it was. And then we went to TJ, and I found Luke cheating on me."

"I never knew that Luke cheated, and after you guys had…"

"Mom told me not to say anything to you," Marissa explains.

"Mom would," Kaitlin states. Marissa offers her a rueful smile and lightly ruffles her sister's hair.

"The point is, don't beat yourself up over what happened," Marissa says encouragingly. "You deserved better, so much better. And I promise you, one day you'll have that."

"Like you and Ryan?"

Marissa chuckles faintly, amused that anyone would really aspire to their relationship but also touched.

"Yeah, but hopefully with less drama," Marissa replies.

. . .

She knocks on the poolhouse door, even though it's left ajar. Ryan looks up from his copy of Grapes of Wrath, his face curving to a small smile.

"Hey," he says.

"Hey," Marissa returns, walking over to the bed to lie next to him. Ryan puts the book to the side, and takes her hand into his, giving it a squeeze.

"How's Kaitlin?" he asks.

"Mmm, better," Marissa answers, turning to her side.

"And you?"

"I just feel for Kaitlin. And Johnny...I feel so stupid."

"You couldn't have known."

"I just…" Marissa sighs, squeezing her eyes shut. She really wants a do-over with Johnny.

Ryan lets the silence rest for a while, his fingers playing with hers, until curiosity gets the better of it.

"He mentioned a letter," Ryan states.

"Oh, that," Marissa says in recognition. "I wrote him a letter to explain, well, that I loved you."

Ryan swallows, unsure of how to respond. He squeezes their adjoined hands tighter.

"I told him that I only ever saw him as a friend, and as much as I valued everything he had done for me, we couldn't be friends anymore," Marissa pauses, offering Ryan a smile, "In case you were wondering."

Ryan turns, facing Marissa and placing a hand on her cheek. His thumb brushes at the strands of hair falling to her eyes. He holds her gaze, without comment. Wordlessly, he comes closer to kiss her.

. . .

"You know what Kaitlin said to me," Marissa says lifting her head up from his chest.

"Mmm what?" Ryan murmurs

"She said she wants what we have," Marissa says with a giggle.

Ryan smiles, "Who wouldn't?"