***Ryan's POV***

The sunlight streamed through the glass windows of the pool house, and a slightly premature fall breeze blew in as Seth burst through the door, disrupting Ryan's dream world.

"Up and at 'em!" He yelled standing at the foot of Ryan's bed. Ryan rolled over, completely covered with bedclothes.

"It's too early, Seth." Ryan replied turning again.

"It's never too early for a carnival!" Seth replied pulling down the covers.

"What the hell?" Ryan rubbed his eyes. "When was there ever gonna be a carnival?" He looked confused and tired. Seth made a shocked face.

"Ah---since forever---it's the end of the year carnival, it comes every year. It's ya know, that charitable thing, like the fashion show. It's this communities attempt at something like a summertime ending. It's like the only function I've ever wanted to go to." Seth looked very excited.

"Go on your own." Ryan responded.

"No! You're coming with, THAT is the way the cookie crumbles my friend. So just deal with it!" Seth demanded.

"Whatever." Ryan got up sick of arguing.

"All right, this'll be even better than the IMAX movies. We can get popcorn and cotton candy and play stupid fair games, in which we lose large amounts of money and win nothing."

"Sounds---great." Ryan replied putting on a t-shirt. "Let's go, huh?" He added pushing Seth out the door.

***Marissa's POV***

She sat on the edge of the curb smoking a cigarette. Something she hadn't done since---since Ryan came. No one was around, so she wouldn't get in trouble. Even if she did, what did it matter? How much more screwed up could her life get? She'd bet not much more. Out of the corner of her eye she saw Seth and Ryan emerge from The Cohen's driveway. Quickly she dropped and stamped out the cigarette.

***Ryan's POV*** She was smoking again? What was with that? He glanced at her. She was rummaging through her purse for something. A stick of gum, she pulled it out a popped it in her mouth. He motioned to Seth to follow him. He walked slowly over to the clearly depressed Marissa. He stopped within a foot or two.

He knelt down, she was still ignoring him. Staring forward, chewing her gum. He looked up at Seth, who gave a confused look. He looked back at Marissa. "Marissa?" He asked softly.

Now she looked up. Her eyes looked vulnerable, wide and sad. On the verge of tears, and just barely holding them back. "What?" She managed to squeak out. He looked at her. She turned her head towards him.

"Are you okay?"

"Okay? What do you think, Ryan? That suddenly all my problems are somehow gonna float away? Somehow, I'm not gonna worry myself sick about how crappy my life is?"

"I---I just meant---" He got up slightly hurt. He motioned again to Seth and they started to walk away.

***Marissa's POV***

'Marissa Cooper, what the hell are you doing?' She heard her voice yelling at her in her head.

"Wait, Ryan---I'm sorry. I didn't mean that I know you---I know you're just trying to---where are you guys going?"

"The carnival," Seth replied a little less enthusiastically than it had been when he'd told Ryan. "Wanna come?"

She looked immediately at Ryan who gave no sign of disliking the idea. She thought for a minute. Did she want to go? She'd just have to face all those moron "friends" of hers. But Seth and Ryan were going, and she knew she couldn't sit here and mope forever.

"Sure." She replied. Ryan made the tiniest attempt at a smile, and she noticed.

***MUCH LATER***

It was 8pm and Seth, Ryan, Marissa and Summer were walking home from an eventful day at the carnival. The four looked normal, accept that Seth was carrying an oversized, stuffed, pink monkey.

"I still can't believe you won that thing for me, Steve." Summer motioned at it.

"Ah.it's Seth." He corrected.

"Oh yeah---sorry. Well, still.it's pretty awesome."

"Glad you like it." Seth pursed his lips together. The four walked in silence for a while.

"Well, this is me, Summer started." She pointed to her house. Seth smacked Ryan on the shoulder.

"I'll see you later, man. Don't wait up." Seth replied. Ryan just smiled. Ryan and Marissa continued walking and Seth and Summer walked up her sidewalk to her front door. There was a long time of silence.

"Well, I had fun tonight. I didn't expect to run into you, but I had fun. I mean who knew I could be so good with a water gun?" Seth rambled.

"Yeah, well---you aren't as lame as I thought you'd be. Thanks for the monkey, Seth." She picked it up and walked inside looking back out when she'd closed it most of the way.

***Seth's POV***

When he was sure she was inside, he did a little dance. She remembered his name! He walked off happy. Summer Roberts finally knew his name.

***Ryan's POV***

They walked silently as they had before. Every so often she'd glance at him, he'd wait for her to turn away again, and he'd look at her. They stopped at the door to The Cohen's pool house.

"Ryan, before you say anything, I just wanna say I'm sorry for being---for being selfish, for being stupid, and for---I'm sorry for it all." They were facing each other. He looked at her, and she moved her gaze from the ground to his eyes. Again they looked sad, but now they had a look of genuine pain in them.

"It's okay, I get it. You need time to think things over. You've got a lot on your plate, so much to deal with. I'm here for you as a friend if you need me, and I'll be waiting for you otherwise---take your time." He gave that patented half smile.

***Marissa's POV***

"That's just it." She replied. He looked confused.

"What's it?" He asked.

"You don't have to wait---I need you now."