A/N: Something I was finally finally able to finish. This has been sitting in my documents folder forever and I finally got the motivation to finish it up. Not really sure what the end of this I had in mind was. I think I changed it from my original idea, but I'm satisfied. Ryan and his relationship with Sadie was one that I could never accept, so I perceived his Berkeley plans with her as a replacement Marissa. That was kind of beyond obvious, right?

Takes place directly after 3x20. Weren't RM so adorable with their Berkeley sweatshirts?

Reviews are highly appreciated.

And high up above or down below

When you're too in love to let it go

But if you never try, you'll never know.

- Fix You, Coldplay

.. .. ..

He turns on his side in the middle of the night, unable to stay asleep, checking the clock on his bedside table. 1:47. There's that picture frame laying there, turned upside down, the image of the past sometimes overwhelming him. It's untouched, in the lamest sense of the word. He hasn't even looked at it in weeks, but there it is, casually lying next to his alarm clock, completely unaware that it brings with it so many memories that he chooses not to think about. He turned it over the night she didn't show up to his party and he knows that she was the one who held all the cards. He invited her and he knew exactly what it meant when he did. He wanted to try again. She didn't.

He thinks maybe he should thank her for that. He's actually been happy, in a relationship with someone who told him everything that was on her mind who didn't expect the same in return. It was perfect in his case. He's never liked talking about his feelings. The other girl knew that.

Ryan looks over at the frame again, haphazardly picks it up, his head still on his pillow, sets it front of his eyes. The frame sits in his hands and he feels his lips form a smile for a brief second. He didn't want to see it, to see how happy they looked back then. That, and he didn't want Sadie to see it. To protect her from the hurt. Or maybe himself instead. Those lines are blurred too often to even tell.

He didn't love Sadie. He knows that. She does too because she didn't love him back. Their relationship was a rebound, though they'd never admit that at the time. He probably won't even admit that now.

Because she made him happy, made him chase away those thoughts of the other girl. That girl he could never make it work with. The girl who made it impossible to move on and the girl who always always eventually crawled back into his life. She completed him and became his downfall, him becoming hers as well. He wonders if she ever thought- if she ever thinks about- no. He refuses to think about her. He's over her. Really, he is.

And she got over him by getting under someone else. He thinks she chose him on purpose, the one guy that Ryan despised the most. He knows Volchok doesn't treat her right. She knows it too, which somehow makes everything worse. If she'd chosen a nice guy, maybe he'd be okay with it, maybe stop thinking about her, maybe stop thinking about how she never makes good choices and the choices she always makes end up hurting her. But she never really did do what he wanted her to anyway.

Maybe when it mattered the most. Whatever. He's over it, over her.

He sets the frame down again, doesn't adjust it so it faces him, leaves it there. Just because he got that weird feeling at the bonfire tonight doesn't mean anything. So what if they're both going to Berkeley. Did he imagine that they would be going together? Yes. Did they apply together? Yes. Do all these thoughts kind of hurt knowing that none of them were seen through? More than anyone could probably imagine. Maybe except her. He thinks she probably feels the same way. Really, he's surprised that all these thoughts aren't making him fall asleep. It's exhausting keeping up with what was supposed to be.

Just then, his phone rings on his bedside, the annoying ringtone the girl insisted he use ringing in his ear. But see, he's exhausted and his phone is really far away-

"Dude, just pick it up," he hears from the floor. Seth's lying on his back, staring up at the ceiling.

Picking up his phone, flipping it open haphazardly, Ryan answers, "Hello?" Looking at the caller id, "Summer?"

Seth jerks up, eyes widening. "What, it's Summer? Let me talk to her."

"No," Marissa whispers, "It's me."

Ryan shakes his head at his best friend. "Hey Marissa," he greets awkwardly, like he wasn't just thinking about her. "Why are you whispering?" Why are you calling?

Seth lays back down dejectedly, sighing to himself.

Ryan hears a door close and her footsteps as she undoubtedly walks down the stairs. "My phone died so I'm using Sum's. She just fell asleep." He waits a beat as she walks onto the patio in the backyard. "I hope it's okay that I called. You said I could and I figured-" She clears her throat, changes the subject. "Is Seth with you?"

He nods to himself against the phone pressed to his cheek. "Yeah."

"Tell him he's an asshole."

He chuckles a little, pulls his phone away from his face. "Seth," he sits up. "Marissa says you're an asshole."

Seth raises his arm from the floor he's laying on, giving Ryan a thumbs up. "Thanks buddy."

Marissa says into Ryan's ear, "Tell him to fuck himself."

Ryan obliges, "Dude, Marissa says to fuck yourself."

"Already have," comes from the floor, Seth closing his eyes.

The girl on the phone bites her lip, sits on the steps outside the house, holding her arms close to her body in the brisk air. "What happened? I just walk into her room and she's crying her eyes out, that collage ripped to pieces on the floor."

"She ripped up the collage?" Ryan asks, silently apologizing to his best friend when he groans from the floor.

"Yeah. Do you know what happened? Did he not get into Brown or something?"

Ryan waits a second before responding. "I don't know."

"Ryan, I've known you long enough to know that you can't lie to save your life." He heaves a sigh. Damn this girl for knowing him so well. "So he didn't get into Brown."

"No."

She sighs in his ear and he hears sadness and disappointment and so many things he's heard countless times before. "And he broke up with her so she'd still go." She waits a beat. "If he wasn't such a dick for breaking up with her, I'd think that was romantic."

Ryan chuckles, listening to her breathe. "Just don't tell her, okay?"

"I won't. I just," she bites her lip and Ryan can tell she's on the verge of tears. Why she is, he has no idea. "I cried like she is now for a really long time not that long ago," his heart breaks for her all over again. "And I just, she's my best friend and everything's screwed up and I-"

"Shh," he soothes her. "Marissa, it's okay."

She groans, tears flowing freely down her cheeks. "Don't tell me to shh, it's not okay. We- it's you and me and them two and that's how it should be and you both messed that up."

Ryan breathes and he knows she's only ranting, but he wants to at least defend himself, remind her that it was mutual. Their breakup was mutual. She's clearly upset and he knows they never say things like this, so honest and intense. He hears her sniffle and he briefly wishes he could be there to see her like this, drops of tears clouding her vision and ruining her makeup and making her look a completely breathtaking type of surreal. That was only ever the upside to her crying. It gave this real look to her, like all her barriers were being torn down and she was raw and honest and perfect.

He wishes he could take away her tears, say anything to make her feel better, take away the tears he knows are for him.

Apparently, she does that more often than he realized.

"I've gotta go," he hears and he's about to protest, wanting to keep her on the phone so she's doesn't do anything reckless. Not that it's his responsibility anymore. But still. It's kind of just in him to protect her.

He doesn't get the chance to, though, because she's just hung up on him, leaving him clutching his phone tighter than he should.

Ryan takes a breath, contemplates calling her back. He doesn't, just sits on his bed in silence. Seth's fallen asleep, Ryan can tell, because he's not getting bombarded with questions regarding the call. He turns his head toward his bedside table again, haphazardly picks up the picture frame again and looks at it. The two of them are oozing happiness and Ryan has the odd sensation to chuck the frame against the wall. He doesn't. It's just, they look so content and unaware of everything in the future that will eventually break them up and he wants to warn them, wants to tell them that it won't last forever, despite what they thought at the time. At least he did. He isn't really sure about her anymore.

So he gets up, grabs his keys and phone (just in case she might want to call him again) and leaves the poolhouse, throwing the frame back on his bed, looking behind him briefly to make sure it didn't break or anything. Not that it would ruin the picture, but he remembers how sweet she was the day she gave him that frame, telling him so i'll always be with you, even when you sleep; maybe even in your dreams.

The memory doesn't faze him. None of them do. There are too many memories of her locked in him to count.

.. .. ..

Ryan gets in his Range Rover, drives around Newport. It's jet black out and he can only see street lights and lights from commercial establishments by the water. He doesn't know why he's driving around town, honestly. He couldn't sleep before anyway and then she called and all of a sudden, he felt like he needed to be somewhere that wasn't home. He doesn't even know where his destination is until he hears waves and smells saltwater.

Walking toward the lifeguard stand, he hears whimpering and sniffling and he knows that cry. It belongs to her. Ryan curses himself for knowing it so well.

He walks up the ramp, keeps his eyes on her. She's still wearing that pink hoodie, her hair down and that little braid at the side tucked behind her ear. She looks broken.

When he gets closer, he sees her mascara-smeared eyes and tears streaming down her cheeks, falling onto her jeans. He doesn't know how to approach her, has always been bad at this. Even when they were together, he was awful at it. It feels like a punch in the gut, that this isn't the first time she's cried over him.

Marissa looks up from the sleeves of her sweatshirt she's using as a kleenex, hopelessly wiping away at her cheeks. "What're you doing here?"

He knows it was supposed to come out bitingly, but it comes out on a breath, sadness evident all over her. She's tired of crying. Tired of everything in her life.

Ryan contemplates sitting next to her but decides against it, settling for leaning against the railing. "Finding you," he offers lamely.

She rolls her eyes at his cheesy line, staying silent, crossing her legs Indian style.

He looks at her. This is the girl he's shared so much with, yet here they are, acting like strangers. He's tired of ignoring her, having awkward conversations at this very stand. "I meant it, you know. If you ever wanna talk..."

Marissa looks up at him and he sees pain in her sapphire eyes. Sucking in a breath, she says, "That's never worked for us before."

Ryan sits across from her, twiddling with his fingers as he sits cross-legged like her, leaning his back against the wood behind him. "Tell me something- anything. Tell me why you're so upset."

"You want to know why I'm so upset?"

He nods.

"I'm so mad at Seth, I swear I could choke him to death with this stupid ass Berkeley sweatshirt for hurting my best friend. I have no friends, or at least, I lost the genuine ones I had. But Sum, she's my best friend. And she always has been and I'm the one that gets dumped, not her."

Ryan's eyes lower.

"I've only seen her cry like that once before and that was two summers ago. It's like Seth's gone to Portland all over again. We cried for months and months over you two," her eyes tightly close, "Months, Ryan. Months. And," she sniffles. "I started drinking again and you were fucking gone. Summer's the one who was there for me that summer and we were just in a stupid fight but then she bought me this goddamn sweatshirt and-" she sighs after talking, gathering her thoughts after feeling so rushed. "She's my best friend!"

Ryan bites his lip, ready to say something, but-

"And my life is so fucking screwed up that I did coke and I just, ugh- and you know that's not me. And you," he looks up, meets her at eye level. "I hate you. I hate you so much, I could punch you in the face. You, you, you fucking left me," she pauses to wipe at her face. "Again. Just up and left my life again."

His ankle sits by hers for a few seconds before she moves her leg, making sure they're not touching. Ryan doesn't look at her, just absorbing everything she's saying.

"And my god, Kevin," she stops, looks up at the sky, purses her lips and stays like that for what seems like ages. Ryan looks up at her, sees this hopeless girl sitting in front of him. She looks so perfect on the outside (aside from the tears, of course), but she's just revealed to him this inside of her, the girl that tells him what she's feeling. It doesn't feel as great to hear everything as he once thought it would.

"I can't be alone, you know," she says quietly. "I haven't been since, like, fifth grade. Summer, she's strong. She'll get through this but you need to kick his ass so hard he can't sit down or I'll do it for you. I-"

Marissa stops talking through her nearly dried up tears, pants a little, inhaling and exhaling. She's not used to just saying everything that's on her mind. Especially with him. He knows that.

She wipes at her eyes again, fiddles with the sleeves of her hoodie, keeps them around her hand, touching her knuckles. Ryan looks at her, studies her face, the way she sits silently, mind for a few stray tears and some sniffles. She looks so sad, and it reminds him of the first time he realized that she needed fixing. It was so long ago, that fashion show and that night and he looks at her the way he did that night, like he wants to save her. Or be the reason she doesn't need saving anymore. Really, to him, it's always been the same thing.

"I didn't know everything was so-"

"-fucked?" she fills in and he nods. "Yeah, well, it's not like you care anyway."

Ryan frowns, because she has to know by now that he'll always care. "I do too."

She scoffs humourlessly and he sighs, feels sad for her, but she's making it harder and harder not to be angry with her. Now he remembers why they never talked like this before. They both have such short tempers and they always end up saying or feeling something they shouldn't. "You could've called."

Marissa turns toward him, sits up a little bit. "When? When could I have called you? When you were fucking Sadie or when you were playing strip poker with her while we were still together?"

Ryan narrows his eyes, puts his hand on his side. He's about to ask her how she even knows about the last thing and tell her that they barely even stripped. Seriously, he was just down to a wifebeater and boxers when Sadie won. That's as far as they took it. He knows Marissa knows he would never do that if they were still in a relationship and he would tell her, but then she says simply, "Seth."

He nods, shakes his head, leans back against the railing, mumbles I should've known, doesn't even mention the other thing, reasons, "Well, it's not like that's... relevant anymore."

"Why?" Marissa looks at him, furrows her eyebrows, and it might just be wishful thinking on his part, but she actually sounds concerned.

"She took off tonight. Said it never would've worked." He pauses, continues. "And she's right. It was kind of just a fling anyway."

Marissa stays quiet for a little bit before she puts her hands on either side of her abruptly, looking like she's about to get up. He halts her, puts his hand on her ankle. "What're you doing?"

"Stopping her," she says, giving him a look that says obviously. "She could still be at the bus stop, right?"

"What? Why would you- what? No."

"Why not? I've done it before."

Ryan opens his mouth and it stays agape and Marissa just looks down at the pocket of her sweatshirt like she's just told him a secret. He stares at her, asks in amazement, "Before, you're the one that made her stay?"

She shrugs, fiddles with her fingers, like it's no big deal, but it really fucking is to him. "Just because I was unhappy didn't mean you had to be."

He stares at her as she stares at her lap and he's just, he's in awe of her. He can't believe she did something that selfless, for him. Ryan sees her, always all of her, and he can't believe that she's still the girl he's always seen. She's still this girl that will try to make anyone happy and he realizes in this moment that he misses her. He misses the drama, which is something he never would've guessed. He misses the sweet smiles and cheek kisses and friday night movie dates. He misses Julie giving him hell for bringing her back five minutes past curfew. He misses kissing her at her door before she insisted she needed to get some sleep. He misses holding her hand as they walk through the mall. He just misses her.

He knows she's pained and he can see that all over her face, this lifestyle of hers that she's trying to escape. He thinks he can save her, something Ryan's pretty sure he's done before. "I can't believe you did that."

Marissa looks up at him and she smiles sadly. "It's you. Of course I had to."

He thinks he should touch her, anywhere, convey the fact that what she did isn't small, it isn't something he can just brush aside and forget. So he settles for her ankle, again, just lays his hand around it and looks her in the eye. "Thanks for doing that."

She nods and it's something she did right, something she's a little proud of and something that killed her inside. He needed his rebound girl, no matter how long it wasn't going to last. So she looks past his shoulder to the palm tree on her right side, studies how it barely moves against the light breeze. She envies it, how it isn't affected by its surroundings as much as everything else.

Ryan bites his lip for a second and they're just sitting there, listening to the ocean waves and he tries not to remember all their times spent here. The night he got out of jail after she saved him, him sharing part of his childhood, letting her in. The spot where he apologized for lashing out at her when she had saved his life, the same time he distinctly remembers her assuring him that they would make it through this last year in Newport together. Ryan sighs lightly, lets out a breath, snaps out of his brief reverie, and she's still this painstakingly beautiful girl she's always been. She's sad and he's pretended for the longest recent time that she's not as broken as she looks.

He braves a quick look at her again before looking down, asking cautiously, "Why are you," he thinks saying throwing your life away might be a bit too harsh even if it is true. "Still with him?" He can already tell that she doesn't want to be anymore.

Marissa sighs and she wants to defend herself, defend Kevin, defend her current lifestyle. But he's asking quietly and not looking at her, and he looks serious, so she figures that he's asking her because he cares. "I don't really know."

His head shoots up and he narrows his eyes at her. He wants to ask her, tell her, convey to her, What do you mean, you don't fucking know? You either do or you don't, it isn't a shade of grey.

She feels the weight of his unsaid words lay on her shoulders, making her want to sulk and wither away under his stare. Marissa knows this boy in front of her, has for longer than it will ever seem like. She knows he's telling her to get her act together, get back to the life she used to enjoy, however far away that was. She can tell even he isn't sure. She can see so many emotions in his eyes, those piercing blue that she hasn't necessarily seen in a while. They've talked, and they're friends- or, at least that's what they'll call it. But she hasn't seen his eyes like this, fiery blue and passionate, in a long while. Whenever they talk, it's always awkward and their eyes always cast downward and they always just try to get as far away from each other as possible. But now, his eyes are molding with hers and she wants to look away, pull away from his gaze, ignore everything he's trying to tell her. His eyes are giving him away. She sees concern, anger, pity, overwhelming passion, care that she doesn't want. She doesn't need it. Any of it. She can take care of herself.

Really now?

Marissa lifts her head and he's just staring at her and she knows him so well, that it scares herself. She just licks her bottom lip, stuffs her hands in her pockets, not keeping herself guarded. This boy has seen every shade of her. Ryan doesn't say anything and she doesn't want him looking at her like that, like she needs his help. "What? Just- just say it. Say what's on your mind."

He wants to ask her, tell her so many things- like why did she feel like she could trust Johnny more than him, why was there ever confusion on her part, why did he always feel like the third wheel when it was just the three of them hanging out, why couldn't she sense that the shooting impacted him as much as it did her, why were they so painfully perfect at the beginning of the school year, why didn't they make it, why does he feel the pull to this very lifeguard stand whenever she's there, why can't he ever find another place to guard his thoughts that doesn't smell like her, why is she wasting her life away on a lifestyle she spent so far away from, why doesn't she break up with the tool that obviously doesn't care enough about her to realize that the girl he's giving cocaine to isn't her real self, why does it seem like she always chooses the wrong people to let into her life, why why why-

"This isn't you," he says simply.

Marissa lets out a tired, humourless chuckle. "Oh yeah? And you know who I am?"

"I used to."

She shrinks down and closes her eyes, feels the light breeze move through her hair. She doesn't say anything, doesn't berate him for saying she isn't who she used to be. Mainly because it's true and also because she doesn't want to believe that Ryan ever really knew this side of her. She never wanted him to. But right now, he's seeing her, and she's not trying to hide away. "I don't- I don't want you to-" she struggles with her words. She knows what she feels, but the two of them have never needed words to communicate their feelings, if they did at all. "I don't want you to- I don't want this anymore."

Ryan sighs and he runs his hand up her calf when she pulls her legs up to her chest. She almost shudders at his touch, but eventually finds that it calms her. His hand is steady and she trusts him and knows that he knows all this anyway. He takes a breath and asks carefully, "Have you ever really wanted this?"

Marissa puts her chin on her knee, looks him straight in the eye, says wryly, "I haven't wanted anything in a really long time."

He nods and she's not even completely sure what she meant, but she's pretty sure he does. She hates being able to read him so well now, when not that long ago, they wouldn't even talk like this in their relationship. She thinks that maybe that was always the problem. Maybe they always rushed into everything and never sat still and maybe that's why everything seems wrong. Maybe maybe maybe.

Ryan straightens out his leg and it sits next to her and she keeps herself close to her body, suddenly feeling that maybe they're talking about something else, something that had never been easy to talk about.

"Why didn't we make it?" she asks him sadly. "We said we would. You promised."

He wants to say only one thing. Johnny. But he doesn't. He keeps all his questions at bay and instead tries to think about what was wrong between them before that made the surfer become a speed bump in their relationship. He thinks that it probably does have to do with what happened with Trey, despite what Ryan actually said on the phone the night they broke up. He was never able to talk about it and she never really understood that, so she turned to Johnny. It really came down to guys in love with his girl in the end. She just never realized it.

Marissa's staring at him and her eyes are scared and her mouth is turned down and she looks a little lost. Her hoodie fits loosely off her shoulders, the tassels of the hood already having different lengths. She bites her lip and he doesn't know what to say. Are they supposed to talk about Trey and Johnny and everything that was wrong in their relationship? Is he supposed to tell her that she's the only one he's ever remotely cared for other than the Cohens? Is he supposed to bring down all his barriers for her again and then rebuild them tomorrow? They don't work like that. They don't talk.

"I'm sorry," she blurts out, startling him out of his thoughts.

He looks up at her, eyebrows raised. "For what?"

"For, um- for Johnny. If I hadn't-"

"No."

She's taken aback, narrowing her eyes at him. What.

"Don't be sorry for being his friend."

Marissa blinks three times before nodding and she doesn't really know what to say, not often a rarity between them. She just purses her lips and nods at him again when he looks at her, silence between them.

He listens to the sound of the water crashing away from them, moves his hand over the gritty sandy bottom of the lifeguard stand, thinks about Sadie and what Marissa did. The fact that she was going downhill at the time, and she still managed to get past her own feelings and do that is kind of amazing. He doesn't think he could do that with Volchok. Sure, he gave the guy a serious lesson in what Marissa deserved, but he would never try to push them together. If anything, he'd like to clock him in the jaw and push them apart.

"Sadie and I, um- we were planning on going to Berkeley together."

Her face drops and her eyes lower and he sees her entire form go rigid. He wants to touch her and tell her everything, tell her that the idea scared the shit out of him, that the idea was kind of the furthest thing he wanted.

"Is that why she left? Because you scared her," Marissa asks, and her hands are folded in her sweatshirt pocket, too far away for him to see them shaking.

"She left because rebound relationships aren't supposed to last," he says and she motions as if she knows exactly what he means. "Also, I was the one who was scared," he adds, expecting some sort of a reaction from her.

Marissa looks up at him and he sees a ghost of a shadow of a smile on her face. It's close enough.

"Sandy, he uh- he came to me with all this information about housing and dining plans and, I don't know, I think I might've gotten the Sandy Cohen scare-the-shit-out-of-you-so-you-don't-do-something-crazy special."

She smiles; a genuine, wide, toothy smile. It makes her eyes glitter in the early morning light and he sees her lips spread. "Why did it scare you?"

"Well," he states semi-awkwardly. "Going with someone else was kind of what scared me. You remember all those brochures spread on the floor of the poolhouse?" she smiles as she nods, remembers how complicated, yet simple, planning college life with him was. "Yeah, well, there were like, tons more we didn't even look through."

Marissa smiles at him and she knows he's trying to cheer her up, lift her spirits. She smiles at him again because she's grateful someone has stuck around to see it through. She remembers late nights laying around the poolhouse researching Berkeley dormitories, seeing which ones would be co-ed, so maybe they could be on the same floor. They even had one, albeit brief, conversation about possibly living in the same dorm. It was short-lived, of course, because Seth and Summer had come into the room and complained about being hungry and craving cheeseburgers and chili fries from their favourite diner and all was forgotten.

Ryan returns her smile, had always found it infectious. He knows she hasn't smiled like this in a while, so he thinks he should take advantage of it. So maybe the second thought that came to his mind after ripping open his Berkeley envelope after thinking ohmygodwhatthefuckthiscan'tberight was wondering if she'd gotten in as well.

They haven't been on these good terms in so long and it's such a breather, talking easily with her. He thinks they can be friends, if that's possible. However, the way she's looking at him now is different. She parts her lips open with her tongue and licks her lips, looks like she's about to say something, but ultimately decides against it.

Ryan lifts his head at her, gives her a look, remembering part of her rant before. "So you hate me, huh?"

She wants to laugh. She wants to smile and lean forward and kiss his stupid little smirk away. She wants to lift her head to the sky and be thankful that someone has made her happy in her darkest of days. She wants the heavens to shout at her in victory. She wants Ryan to realize that all she's ever wanted was to be able to talk like this with him.

"Yeah, totally. Ever since you got here, it's been something I've been meaning to tell you," she jokes, flashing him a smile.

Ryan smiles back and he's comfortable and they're comfortable and it's a long comfortable silence and it's something about the morning air and watching the sun begin to rise. It's beautiful and real and feels like the universe is telling them that they're doing something right.

He moves over to sit next to her and she doesn't say anything, just lets him sit next to her, his toe barely touching hers, watching the sun rise in the pink sky.

"It's a new day."

They both think it kind of feels like one that should never end.

.fin.