the o.c. "RPilot" WRITTEN BY Josh Schwartx Wonderland Sound and Vision Decembexr 20th, 2002

ACT ONE ' EXT. CHINO CITY STREETS -- NIGHT Two FIGURES stand over an old IMPALA. One of them, the clder one - wild eyed, arms riddled with - holds a lead pipe. Grinning. This is TREY ATWOOD, 22. . TREY I'm your big brother. If I don't teach you this shit, who will? And with that he SMASHES the WINDOW. As the GLASS SHATTERS the other figure -- younger, hooded, trying not to look scared -- jumps. Glancing around nervously. This is RYAN ATWOOD, 16. RYAN I dunno, Trey =~ TREY I do. Now hop in. {he does, pulls out a screwdriver) And pay attention. This 1s the - " fun part. He pops open the ignition. Ryan moves to the side. Watching Trey hotwire the car. As the engine PURRS TREY {(cont'd) I'm interésted. But I'm gonna have to take it for a test drive. You mind if we take it off the lot? (Ryan is FROZEN at the door} Quit being a little bitch. Get in. And then RYAN sees a POLICE CAR - turning onto their street. Rolling slowly. Looking for trouble. - TREY {cont'd) Let's go, Ryan! Trey's already pulling ocut as Ryan throws open the door. A panicked look at the COP CAR. And then he jumps in. EXT. CHINO CITY STREET/INT. IMPALA (MOVING) CONTINUOUS Trey PEELS out. And as soon as he does - the CRUISER'S LIGHTS come on. SIREN wailing. Trey grins big. (CONTINUED)

CONTINUED: TREY i {(FLOORING IT) Yo. on the radio. . {cracks up) You should see your . face, man. is paralyzed. Pressed against the seat. As Trey TEARS through A RED LIGHT - from a car -- he flips through the radio. The CHINO CITY STREETS a blur. cars. Darkened strip malls. Desolate. BEven at night this is GRAY. The POLICE CRUISER right on their tail. All scored to SNIPPETS of RADIO PROMOS, a song in SPANISH, an old E‘OREIGNER tune, before he lands on JAY Z'S "JUST DREAM. " Trey laughs. Hollering. Like it's a ride. Ryan shuts his eyes. Trey comes up behind a bus ~- he leans on the HORN. .No luck. He SWERVES around it -~ heads into on-coming traffic. A PICK-UP truck bearing down right on them. ON TREY ~- the smile falls. He YANKS the all the way —~ as the CAR SPINS - the s:.dewalk Totally out of control. RYAN {almost praying) No. No. No. Trey JERKS the wheel back and the car LAUNCHES off the SIDEWALK. FLIPS. ROLLS. We're upside down. Right side up and -- WHAM! THE IMPALA smashes into a TELEPHONE POLE. That awful sound of TWISTED METAL. SHATTERED GLASS. HISSING. A BEAT. Almost peaceful. As TREY and RYAN both realize they're alive. Look at each other. Ryan stunned. Trey impressed. And then -- the sound of a POLICE OFFICER rapping on RYAN'S window. Gun drawn. He gives them a wave. Remember me? OFF RYAN —- eyes closing. Sinking into his seat... DISSOLVE TO:

INT. CHINO P.D. DETENTION CENTER -- JUVIE CELL -- MORNING RY2AN sits on the.floor. Back against the wall. Numb. A half dozen other KIDS in the cell with him. Mostly teenagers. A couple even yocunger: If it wasn't for the BARS, you'd think this was a locker room at the YMCA. 2 POLICE OFFICER glares at Ryan. JUVIE POLICE OFFICER Atwood. Your attorney's here. (off Ryan's puzzled You get a lawyer. " INT. DETENTION CENTER CONFERENCE ROOM -~ MORNING RYAN is led by the OFFICER into a cramped cement room. A cell in itself. Save for the small table and two chairs. Standing to greet him is SANDY NEEDLEMAN, 40s. His hair's a little messy, his face not quite clean shaven. SANDY {(warm smile} Hey, Ryan. Sandy Needleman. The . court's appointed me your public defender. {beat, no reaction) You could worse. {sitting) You alright? They treat you okay? . RYAN . Where's my brother? Sandy nods. through one of many manila folders on the desk. SANDY Trey? (finds the file) Trey's over eighteen. Trey stole a car. Trey had a gun in his pants. BAn ounce of pot in his jacket. And a couple priors...I think it's safe to say Trey hasn't been a model citizen. I'm guessing three to five years. Ryan tries not to react. Doing his best to seem tough. (CONTINUED)

CONTINUED: (cont'd) But Trey's not my cencern. (leafing thru papers) Your first time in lock-up. I'm assuming you don't plan on coming back...¥ou weren't driving the now totaled Impala - which helps. (comes across his transcript) Your grades aren't great. Sugpended for fighting twice. Truancy three times. But your test scores...Ninety eighth percentile on your SAT Ones? (beat) My son -~ Seth - just took those. Tanked 'em. He's not a good tester, .. {Ryan doesn’t care) Ninety eighth percentile, Ryan. Start going to class - with these scores...You thinking about college? (no reaction) You given any thought to your - future? Any plans? {still nothing) Hey. Dude. I'm on your side, Anytime you wanna help me out I'd - RYAN {looks up at Sandy) Modern medicine is advancing to the point where the average human life span will be a hundred. But I read this article which said that social security is supposed to run ocut by the year 2025, Which means people are going to have to stay in their jobs until they're eighty. {beat} So I don't want to commit to anything too soon. A beat. Sandy smiles. SANDY I knew there was a person in there. (to the POLICE OFFICER) Give me a moment alone with my client? (CONTINUED)

CONTINUED: “. nods. Walks out. . SANDY (cont'd) Look - I'll plea this down to a misdemeanor. Petty fine. ' Prcbation. {beat) _ But know this. Stealing a car because your big brother told you to -- that's stupid. it's weak. And those are two things you can't afford to be anymore. RYAN Two more things... . SANDY You wanna change that? You're gonna have to get over the fact that life's dealt you a bad hand. {(off Ryan, unflinching) I get it. We're cut from the same deck, Ryan. I grew up = no money. Bad part of the Bronx. pad was gone, mom worked all the time. I was pissed off. Stupid RYAN And look at you now. SANDY I'm serious. Smart kid like you you gotta have a plan, some kind of a dream or RYAN - . {suddenly angry) Yeah. Right. Let me tell you something, okay? Where I'm from having a dream doesn't make you smart. Knowing it won't come true? {shrugs) That does. OFF SANDY doesn't know what to say to that. EXT. CHINO HILLS DETENTION CENTER -- MORNING RYAN and SANDY stand outside the building. lot. Don’'t have a lot to say to one another. struck. In the parking {CONTINUED)

CONTINUED: , SANDY . My office will contact you to remind you of the date for your hearing. RYAN I'1l remember. {annoyed) You don't have to wait with me. She'll be here soon. - I have to release you into the care of a parent or guardian. A banged up Chevy NOVA pulls in. Driving a little faster than is safe for a parking lot. LURCHES to a halt. DAWN ATWOOD, late 303, opens the door. Once an attractive woman. But life hasn't been kind. Looks like she Fjust . got out of bed. Not wearing shoes. Probably drunk. . DAWN ATWOOD Unbelievable. What a goddamned family I got. Huh? What the hell did I do to deserve this family. - You wanna tell me that? Ryan lcoks away. 8andy can immediately see the shame in Ryan's eyes. SANDY . (extends his hand) Hi, Mrs. Atwood. I'm Sandy Needleman. attorney - DAWN ATWOOD (ignores the handshake) You shoulda let him rot in there. Like his Dad's doing. like his brother's gonna. Let's go Ryan! She goes to get back in the car ~ SMACKS her head on the frame. Which sets off a litany of swearing. Ryan takes a deep breath. Looks at Sandy, As he's about to walk to the car -- Sandy speaks before he thinks. (CONTINUED)

CONTINUED: I'm gonna give you my card. (a beat, shifts his gaze from Dawn to Ryan) . And my home number...If you need somebody. If things ever get to be too much...Call. Ryan shoves the card into his pocket. Walks off. Doesn't look back. OFF SANDY -- doesn't feel good about letting him go. INT. THE ATWOOD'S SHITTY HOUSE -- DAY Just this side of a trailer. Just. DAWN leans against the wall. Holding her up. Drink and cigarette in hand. Ryan stands there ~ listening to her verbal lashing. Sitting watching tv -- hex boyfrlend, A. J., 30s. Beefy. Tank top. - Net a nice looking guy. DAWN ATWOOD I can't do this anymore, Ryan! I _can't! You wanna throw your life away too - I'm not gonna watch it. RYAN I'm sorry; mom ATWOOD They shoulda locked you up. Right next to your Dad. RYAN Don't say that - DAWN ATWOOD I can't do it. I want you outta my house. I want you out. RYAN Mom. Where I'm gonna go = A.J. You heard your mother, man. Get your stuff and get out. ' RYAN Hey. This isn't your house, man. A.J. You a tough guy now? (CORTINUED)

"CONTINUED: A.J. gets up. Comes towards RYAN. Who tries to stand strong. ' ) . DAWN ATWOOD A.J. don't. Ryan get -out! Goddammit. RYAN Why don't you worry about your own kids, A.J. Instead of freeloading off nmy - A,.J. SMACKS open handed across the face. Ryan tries to hit him back. A.J. grabs him. Spins him. Sends him down the hall to his room. Dawn SCREAMING. ' This is ugly. MUSIC UP -~ INTERPOL'S "UNTITLED." INT. RYAN'S BEDROOM -- MOMENTS LATER RYAN, face RED and stinging, eyes filled with tears, stuffs anything lying on his bed into a backpack. He grabs his skateboard. BAnd gets the hell out of there. Shoving past A.J. who glowers in the frame. EXT. THE ATWOOD'S SHITTY HOUSE - DAY RYAN is out of the house. Onto his SKATEBOARD. . And gone. His MOM watches from the door. Quickly wipes away a tear. doesn't look back. EXT. 7-11 -~ DAY RYAN stands in front of a 7-11. On a pay phone. . RYAN Pick-up. Pick-up. TIME CUT — RYAN still on the phone. RYAN (cont'd) C'mon, man. Let me just crash on your couch or something - c¢‘mon - TIME CUT -~ (cont'd) (into phone) ‘ : Uncle Jeff - I don't have anyone else - no - ~ please - hello? (CONTINUED)

CONTINUED: TIME CUT -- RYAN takes PHONE - slamming it against the cradle over and over. Furious. Scared. Digs into his pocket for change. Pulls out the CARD. and forgotten. Flips it over. OFF HIS LOOK -~ - EXT. 7-11 ~ AFTERNOON RYAN sits on the curb. Nervous. Glancing up and down " the street. The shadows are getting longer... v And then he sees A MERCEDES. Pull up. Ryan rises. Takes his bag and his ‘skateboard. Approaches the car door. A beat. it. SANDY behind the wheel. He nods. Gives a tight smile. . SANDY I told you you could do worse. INT. MERCEDES (MOVING)/EXT. CHINO -- AFTERNOON RYAN stares out the window. Clutching his skateboaxrd like a teddy bear. Watching the urban sprawl outside his window. A blur of gray. . OFF THIS VIEW -- : ' CUT TO: EXT. NEWPORT BEACH/INT. MERCEDES ({(MOVING) -~ MAGIC HOUR A gorgeous SUN DRENCHED evening. The OCEAN shimmering gold. A few SURFERS getting the last of it in before sunset. . AS the MERCEDES rolls down P.C.H. RYAN still stares out the window. Drinking in a panorama of NEWPORT BEACH. He looks over at SANDY. :Sandy catches this look. It's clear —~ they're both nervous. RYAN : This...this is a nice car. I didn't think your kind of lawyer made money. SANDY We don't. 1It's my wife's. RYAN What does she do? (CONTINUED}

10. CONTINUED: SANDY You see this? Sandy gestures out the window to the surrounding them. . SANDY (cont'd) Her family built it. RYAN All of it? SANDY (considers this) Pretty much... ’ EXT. PELICAN COVE/INT. MERCEDES -- _EVENI.NG The imposing iron gates OPEN to this BEACH FRONT HOUSING COMMUNITY. A SECURITY GUARD in the booth gives SANDY a nod. Curious as to his passenger. SECURITY GUARD Welcome home, sir. EXT. PELICAN COVE/INT. MERCEDES (MOVING)} EVENING The MERCEDES slows at a CROSSWALK. Ryan stares out the windshield - dumbstruck - as a GOLF CART rolls past them. Sandy clearly a embarrassed. There are Golf Cart Crossvalks in a place he calls home... AS THE MERCEDES DRIVES ON -- Winding up the street past MANSION after MANSION. of them more than five years old. The ROLLING GREENS of the GOLF COURSE. And beyond all that - the OCEAN. EXT. THE NEEDLEMAN HOUSE -- NIGHT In a dizzying expanse of mansions, none looms larger than the NEEDLEMAN'S. Not understated in the least. The landscaping alone is jaw dropping. For lack of poetry - this shit is insane... ' SANDY pulls the MERCEDES into the driveway. Next to a RANGE ROVER. He puts the car in park. RYAN goes to open his door. (CONTINUED)

11. CONTINUED: SANDY You mind waiting here a minute? "I gotta lotta esplainin' to do". (off Ryan's look) That's what Ricky always said to when - {nevermind) I'1l be back... Sandy .turns off the car -~ reaches to the key out. Stops himself. Suddenly very self conscious. Until -- RYAN It's no if the key's in the car. . .Sandy smiles. being let off the hook. Leaves the key in the car and the radio on. "BEETHOVEN'S CONCERTO 4." . RYAN, alone, takes a moment to breathe...Where is he...what is he doing...What is he listening to? : . " As he for the radio - trying to somethlng from the twenty-first century -- CUT TO: KIRSTEN NEEDLEMAN You him home? REVEAL ~- - _ INT. NEEDLEMAN HOME -- LIVING ROOM —- EVENING The most expensive everything. tile. Leather couches. Flat screen tv. Framed view out the back encompassing the ocean. This is a house where was acquired, collected over time. Furniture, books, artifacts from all over the world. SANDY stands before his wife, KIRSTEN, late Classically beautiful; doesn't need make up, hasn't needed plastic surgery. Not the most obvious couple. KIRSTEN This is not a stray puppy, Sandy! She heads off into ~- THE KITCHEN. Where SANDY follows. The kitchen equally as impressive. VIKING everything...Steel and chrome. {CONTINUED)

CONTINUED: . SANDY I know that, KIRSTEN It was only a matter of time until you started home felons! SANDY Ryan s not a felon. , KIRSTEN bid you not meet him in jail? SANDY Technically. Yes. But it wasn't for a felony. Or it was. But it won't. be after I've - KIRSTEN You are endangering our home. Qur son. Did you even think of ‘Seth? SANDY It's only for the weekend., Until Child Services opens on Monday. I want a third party agency to sit with him and his mother. Clearly she's not fit. KIRSTEN How do you know that? What if this is all a scam? And he's using you to case our house. SANDY He's not a criminal mastermind. He's a kid. Who has no one and nowhere to go! When did you become so cynical? KIRSTEN . (flinches, a beat) He sleeps in the guest house. SANDY five extra we don't even use. KIRSTEN I am not running a house, Sandy. She heads the front stairs. 12. (CONTINUED)

i3. CONTINUED: . SANDY Where are you going? KIRSTEN ) To put my jewelry in the vault. (beat) Where do you think I'm going. . The boy's going to need fresh sheets. And towels. A toothbrush... OFF SANDY -~ getting a reminder-of the woman he married... THE NEEDLEMAN HOUSE —-- NIGHT RYAN bored and restless gets out of the MERCEDES. Walks down to the end of the driveway. Strangely quiet...As he. glances from HOUSE to HOUSE - every driveway fitted with a RANGE' ROVER. He shakes his head, and then shakes out a CIGARETTE. Lights it up. And looks to the house next door as MARISSA COOPER, 16, comes outside. Walking down the end of her driveway. BAnxiously looking up the street. . Checking her watch. As she gets to the curb, she turns - seeing Ryan -- And the way the light from the streetlamp above hits her she looks...perfect. Ryan has never seen a girl like ) this before. Dressed for a Friday night. This girl is heartbreakingly beautiful. And she knows it. And, truth be told, is a little embarrassed by it... A beat, . MARISSA Who are you? RYAN {cocky tough whoever you want me to be. She smirks. That doesn't work here. MARISSA Ooookay... She looks back up the street. Ryan deflates. MARISSA (cont'd) {to herself) Where is he... (CONTINUED)

14. CONTINUED: She looks back at Ryan. And then to hér house. Coast is clear. MARISSA (cont'd) Can I bum a cigarette? Ryan nods. Almost too eager. Pulls one out. 2s he hands it to her ~- his fingers GRAZE hers. A quick look between them as he lights her cigarette. As he does - he breathes her in...He's never smelled a girl like this before... Marissa blows out her cigarette smoke a little too coolly. She's putting on airs here a bit as well. But to Ryan she's all sophisticated grace. MARISSA (cont'd) So. What are you doing here? Seriously. RYAN Seriously? ’ {2 beat, and then) . I stole a car. Crashed it into a telephone pole. Actually my- ' brother did. And since he had a gun and drugs on him he's in jail. I got out but then my mom threw me out, 'cause she was pissed off and drunk, and so Mr. Needleman took me in. A beat. And then Marissa cracks up. A great smile... MARISSA No - for reals, .You're their cousin from Boston right? RYAN {a beat) Boston. Uh-huh. Suddenly MARISSA sees SANDY coming down his driveway. She tosses her cigarette into the bushes. MARISSA Hey, Mr. Needleman. I was just meeting your nephew. SANDY (catching on) Ah, yes. My favorite nephew Ryan., All the way from Seattle. (CONTINUED)

CONTINUED: ' MARISSA Seattle? My Dad lives there. Mom lives in Boston. " SANDY {quickly) So we're really excited about the Fashion Show fundraiser tomorrow. MARISSA Me tdo. It's been so much work - but it raises a lot of money for the National Charity League so... SANDY At two hundred dollars a head it should.. And I can presume the food will still suck? MARISSA (playing along, pelished) You can. - ' SANDY (to Ryan) You ready to come inside? (to Marissa) Goodnight. MARISSA See ya. Ryan tries another cool guy head nod. She does it right back to him...None of his moves work on this chick... As he and Sandy head up the driveway -- SANDY . There's no smoking in my house. Ryan's never heard that rule before. Drops his cigarette. Steps on it. Just as they're almost at the house —- A four door YUKON puils up. Surfboard strapped to the roof. Hip—hop blasting. RYAN gets a look at the dxriver. LUKE, 17, athletic. Blonde hair chlorine bleached after hundreds of water polo practices. jumps into the truck. Luke nods towards Ryan -~ "who's that?" She shrugs. They kiss. And LUKE peels out... (CONTINUED)

16. CONTINUED: OFF RYAN -- watching her go. And SANDY watches Ryan: watching her... INT. NEEDLEMAN GUEST HOUSE -~ NIGHT Hard to believe this is just the guest house...Two twin beds. A sofa. Fresh cut flowers. Real art on the walls. RYAN is led in by SANDY. KIRSTEN watches as ROSA, the live-in, late 20s, finishes making the bed. SANDY ...50 this is where you'll stay. And this is the Queen of the Manor. My wife - Kirsten. . Kirsten eyes Ryan. A slight smile. KIRSTEN Hello, Ryan. Welcome to our home. If you need anythlng - {beat) - Rosa here can help you. RYAN Uh. Thank you. Thanks very much. She nods. Sees he's not a monster per se... SANDY . Well then. We'll see you in the morning. . Ryan nods. A little Intimidated. They walk out. RYAN, all alone, surveys the place. Can't believe it...Like he’s staying in the Lincoln Bedroomn. IN THE MINI-FRIDGE -- Fresh fruit. Bottles of water. THE BATHROOM -~ the shower has a steamer and a seat in . it! And there's a phone on the wall. BAnd scap that looks like sea shells. Clean towels folded on the A terry cloth robe hangs.on the door... INT. NEEDLEMAN GUEST HOUSE - LATER RYAN, now in his pulls back the comforter on - the bed. S$ilk sheets?! He debates even getting in...But he does... OFF lying there. Afraid to Staring at the ceiling fan...A stranger in a very strange land... END OF ACT ONE

17. " ACT TWO INT. NEEDLEMAN GUEST HOUSE - MORNING RYAN stirs. That moment of waking up in a strange bed. Disoriented. He no sooner gets his bearings than he JUMPS. Stunned, to see -- SETH NEEDLEMAN, 16. Standing over him like Elliot discovering E.T. Seth is all awkward energy. Aand now egually startled as Ryan. SETH Sorry! I'm sorry. I wasn't watching you sleep or.anything creepy like that. I just got here. I promise. Seth. Needleman. RYAN Ryan Atwood. . Seth extends a fist. Ryan his. SETH Lock it up. - He twists his fist up. Ryan follows along. The idea being — the fist is like a key turning. Seth is thrilled. . SETH (cont'd) I just came up with that a few days ago. I think it's gonna catch on. Yeah? RYAN Uh...yeah... SETH So. I heard you were in jail? {off Ryan's look) That's cool. (a beat, catching himself) ’ Not cool. But. As RYAN gets out of bed -- Seth sees a tattoo on Ryan's back. (CONTINUED)

18. CONTINUED; SETH (cont'd) You have a tattoo? I wanted to get & tattoo, but then I can’t be buried in a Jewish cemetery or whatever. You know? {(Ryan doesn't, Seth You hungry? You play Playstation? - I got mad skillz, yo. INT. NEEDLEMAN HOME -- LIVING ROOM - LATER RYAN and SETH sit on the floor. controllers in their hands. On the coffee table before them cereal bowls. ORANGE JUICE. " They play on a PLASMA FLATSCREEN. ' SETH . (furiously playing) No. This can't be - no, No - ROSA comes through to take the dishes -- SETH (cont'd) : Rosa - c'mon - outta the way - ROSA shakes her head. Walks off. 1It's too late. SETH (cont'd) I think I can legitimately blame that on interference. 'Cause I've never lost. {beat, admittingly) I guess it's different when you play. another person. (beat) Have you played Grand Theft Auto? It's so cool ~ you can steal cars - (catches himself) . Not cool. But. We have a pool. EXT. NEEDLEMAN HOUSE ~-- SWIMMING POOL -- LATER RYAN and SETH float past each other on inflatable rafts. SETH So you have any siblings? A brother or - : RYAN {quickly) No. . SETH Only child, huh? I feel ya. (CONTINUED)

CONTINUED: ROSA comes out. Her displeasure at dealing with Seth is palpable. ROSA {sarcastic) Senor Prince. You want anything to drink? SETH Uh. Yo. You want anything? - Lemonade. Iced tea. Rosa makes an Arnold Palmer - tastey, dawg. RYAN (deadpan, playing with Seth) You have any beers? SETH (a beat, covers) Naw. Just ran out. Gotta go on a beer run. (to Rosa) Beer run? Rosa rolls her eyes. Walks off. SETH (cont'd) So you're here for the weekend, huh? Any plans tonight? {before Ryan can respond) Then you gotta come with to this fashion show. It's gonna be bananas. We're talking all the Newport ladies. The hottest chicks in the 0.C. Huh? : RYAN : You talk a lot. You know that? SETH (disappointed) I know. I know. I gotta work on it. It's just. When I get nervous I talk a lot. &and the more I talk the more nervous I get. RYAN Maybe you should try not talking. OFF SETH -- what a novel idea... 19,

20. EXT. NEEDLEMAN BACKYARD -- POOLSIDE -~ DAY RYAN and now sit on barcaloungers. Staring out at the ocean. A beat of silence. _ SETH . Can I just say one morxe thing? (beat, off and . running) ) I can't wait for you to meet my crew. My girl - Summer. sick body. My boy Luke. All- State water polo. Stud. His girl - Marissa. My neighbor. She like runs the whole thing. RYAN {now paying attention) Yeah? What's her deal? . SETH Coop? She's like my sister. Her dad and my mom were like high school sweethearts or something so it'd almost be incest if I went. there, you know? -.SANDY approaches them. SANDY Hey. 1 see you guys have met. You - you need - SETH . . ‘It's cool, Dad. I got it. SANDY {to Ryan) You ‘alright? (Ryan nods) Okay then. I'm gonna go get your mom's car washed. i Uh-huh. Sandy walks off. Seth makes a face to Ryan. What a tool. SETH {CONTINUED)

21. CONTINUED: : SETH . I gotta suit I can lend you, It's so pimp, dude. (thrilled) This'll be great. Really great. (extends his fist) -Lock it up. HIGH ANGLE SHOT -- OF the two of them laying out... REVERSE TO REVEAL ' MARTISSA. . Standing at bedroom window. Watching them. Intrigued... MARISSA'S BEDROOM -~ CONTINUOUS room looks like it has since she was eight. VARIOUS . ribbons and trophies. Lots of pink and wicker. And angels. The doorbell RINGS. 'INT. THE COOPER HOME -- FOYER -- MOMENTS LATER MARISSA to the door. It RINGS again. MARISSA | I'm coming. Jeez - She opens the door to reveal two MEN in bad brown suits (LEN and STEVE). Definitely not Newport. And it's clear from Marissa's face she's seen these men before and they frighten her. She blocks the door with her body. ' MARISSA (cont'd). My Dad's not here. "LEN Uh-huh. Well then - please remind him again how much we'd like to talk. We'd appreciate even .a call back. (reaches into his pocket) I'11 give you another of my caxds. ON THE CARD -- and the only part we need to see —— SECURITIES AND EXCHANGE COMMISSION. (CONTINUED)

CONTINUED: MARISSA What's this about anyway? . LEN Not your concern. (walking away) Have a good day. OFF MARISSA -- mind racing... INT. THE COQPER HOME -~ OFFICE DAY MARISSA enters for. VARIOUS SHOTS OF -- 22. . Hesitant. No idea what she's looking for something...anything...OPENING desk DRAWERS. ' FLIPPING through FOLDERS. Scanning his COMPUTER. Marissa looks up. CHILD'S VOICE What are you doing? 'MARISSA Nothing.- I'm just - KAITLIN You're not supposed to be in here. This is Daddy's office - MARISSA Shut up, Kaitlin. Okay? I'm just looking for stamps. God. MASTER BEDROOM -~ NIGHT Startled. ' To see her ten year old sister, KAITLIN, standing at the door. SANDY, in a suit, pops in his cufflinks. KIRSTEN is in a gown. Beautiful. The bedroom is massive. SANDY What do you care what the Coopers think? . KIRSTEN I'm just saying. How would you like to explain our...guest. Will you zip me up? (CONTINUED)

23. CONTINUED: SANDY (does so0) Say he's a cousin. From Seattle. (trying to remember) Or Boston... INT. NEEDLEMAN GUEST HOUSE BATHROOM ~- NIGHT RYAN, wrapped in a towel, stands before the mirror. the different after shaves and lotions before him...Doesn't know where to.begin... NEEDLEMAN HALLWAY -~ NIGHT SANDY comes down the hall to SETH'S room. MUSIC PLAYING. (Cheesy corporate top 40 punk.) SANDY opens the door. SETH is frantic. Several suits on his bed. SANDY How we doing, kiddo? ) SETH I'm trying to get dressed, Dad! He swings the door shut on SANDY. remains a moment, - Nose to the door. Not surprised, but a little . INT. THE NEEDLEMAN GUEST HOUSE ~— EVENING RYAN stands in front of a closet mirror. In a pin stripe suit. Hair combed. And the kid cleans up real nice... He currently struggles with a tie. Hanging limp around his neck. No idea what to do with it. And then folds it up and sticks it in his breast pocket. Kerchief style. There's ‘a knock on the door. . RYAN Come in. SANDY enters. SANDY Look at that. Fits beautifully. But. Where's your tie? RYAN I not gonna wear one. . Open collar. a good look. A beat. (CORTINUED)

24. CONTINUED: . SANDY . I didn't know how to tie a tie until I was twenty five. Sandy extends his hand. Ryan hands over the tie. Sandy lays the tie over RYAN. Standing behind him. SANDY Now it's important that the skinny side be shorter than the fat side. And then we loop it up - pa attention - Sandy goes through the steps. RYAN not used to this - of...presence...Watches the tie being made, But also watches their reflection in the mirror. To someone who know better...they could be father and son... SANDY (cont'd) And voila. {looks at the tie, . a disaster) Or not. Let's try that again. He untangles the tie. Starting over. SANDY (cont'd) I always loved this suit. I helped Seth pick it out. Which is probably why he no longer wears it. (off Ryan's look) I'm not cool enough for him anymore. Not Newport enough, I guess. In time he'll see that's not such a bad thing. In about twenty minutes you will too. {checks the tie) There we go. Look at ya. OFF THEIR REFLECTION -- Sandy proud. Even Ryan's impressed. He could be from this world... INT. COOPER'S MERCEDES —- (MOVING) ~- NIGHT MARISSA sits in the backseat of her Dad's car. Next to KAITLIN. JIMMY 40s, handsome, drives. His wife, JULIE, sits in the passenger seat. Applying lipstick. Checking her hair. As usual. Julie isn’t a natural - not anymore, anyway. Fake everything. Tanned skin becoming leathery. But thinks she's 40 going on 16. 1 (CONTINUED}

CONTINUED; Jimmy nods. eyes JULIE COOPER Do you guys like my hair this straight? Or is it too Avril Lavigne? ) . MARISSA (finds her mom boring) No. It good, Mom. JULIE is gonna be so amazing tonight. Everyone's going. Are you gonna wear the Donna Karan, Mariss? Didn't she look great in it, Jimmy? Looks into his REARVIEW. and Marissa's MARISSA . Those men came by again, Dad. (off his reaction) What's going on? JIMMY COOPER {too guickly) I told you, It’s just a client. You have nothing to about. " looks at MARISSA. Marissa shoots her a look. Don't say a word. A beat. Julie turns around. JULIE Pay to your sistexr tonight, Kaitlin. Cause this will be you in six years. MARISSA (sarcastic) t you excited? You have so much to look forward to... JULIE ' Marissa. (and over it) Did you see your sister’'s nalls9 Show her Kaltlln. 25. Marissa ignores her mom -- looking into the rearview where she and her DAD lock eyes again...

26. INT. ST. REGIS -- LOBBY -- NIGHT . . RYAN enters the lobby with the NEEDLEMAN FAMILY in tow. Immediately stops in his tracks. And rightfully so. As lavish and opulent a hotel as exists in Southern California. A CELLIST plays in the corner. Feels like something for HEADS OF STATE. Instead it is filled with -- NEWPORT'S WEALTHIEST DENIZENS. Every ear, neck, and wrist glimmers gold and silver. Even the dogs - and there are a few - are well dressed. Everyone white. But tan. B The whole scene spectacular. ' Ryan is overvhelmed. A WAITER approaches. Holding a tray of hors d'oceurves. WAITER Mushroom leek crescent? Crab and Brie fi_lo? ON RYAN afre those foods? SANDY takes one. SANDY (smiles, grim) Welcome to the darkside. Seth slaps Ryan's back. SETH Time to nmingle. RYAN I don't...mingle. SETH You do now. INT. ST. REGIS —-- LOBBY ~— NIGHT VARIOUS SHOTS OF RYAN -- meeting VARIOUS Newporters. Like a pin ball - bouncing from one to the next. NEWPORT WOMAN #1 So you're the cousin from Boston, mm? I could never live there. I just hate the cold... CUT TO: (CONTINUED)

27. CONTINUED: ' NEWPORT WOMAN #2 Do you like Seattle? I mean - all that rain. 1Isn't it depressing? CUT TO: ' NEWPORT WOMAN #3 Did I hear you were from Canada? - RYAN Canada. Yes. CUT TO: RYAN to the first WOMAN. The WOMAN dronihg on about vacation homes...When suddenly her lap DOG and ancther WOMAN'S little DOG - start going at it. YAPFING. CUT TO: RYAN with a NEWPORT DAD (40s.} Aging well. Fit. NEWPORT DAD Will you léok at.the ass here? Christ. Don't ever get married. (he pounds his champagne) Whose kid are you again? ALL OF THIS INTERCUT WITH -- MARISSA. Knows everyone. . Lights up every Has wonderful poise with adults. Kisses every cheek. ON SETH -- Sees JIMMY COOPER standing by as MARISSA works the crowd. : SETH Hiya doing, Mr. Cooper? JIMMY COOPER (oh God...) Yes. Seth. Hello. SETH - 8c. How's business? Market good? . Investments reaping nice dividends? {beat) : I'm thinking of expanding my portfolio. Investing in some oil fields in Kazakhstan. {CONTINUED)

28. CONTINUED: JIMMY COOPER That sounds great, Seth. Good luck to you. Excuse me. MEANWHILE -- RYAN talks with NEWPORT WOMAN #2. (KAREN COUGHLON) . . MARISSA ‘talks to a COUPLE nearby. KAREN sees RYAN staring. KAREN COUGHLON Have you met Marissa Cooper? (leads him over) . Marissa, sweetie. you to ‘meet somebody. This is Ryan. Marissa turns. Looks Ryan up and down. He's come a long . since yesterday. Coyly extends her hand. ' . . . - MARISSA Hi, Ryan. so nice to meet you. , RYAN - {so 'she wants to - play) You too... So. What do you of . JIMMY COOPER - {interrupting) Hey. PFather Donahue like to say hello. . MARISSA Okay, Daddy. Excuse me. (big smile) | ‘hope to see you again soon. RYAN Yeah... ) KAREN COUGHLON (it's all over his face) - . . Sorry, .kiddo. She's taken. LATER -- SETH steers RYAN through the crowd. As they pass LUKE. (CONTINUED)

28. CONTINUED: . SETH Yo. Hey. This is my boy Lock it dawg. Seth puts his fist LUKE Suckit, queer. As he brushes past SETH -~ LUKE and RYAN lock eyes. Two alpha males sizing each other up. As LUKE walks off. SETH . {(trying to play it ) off) You suckit too, queer. {beat) He's hilarious, huh? RYAN now understands how SETH fits into this world. Seth has moved on. . . SETH (cont'd) Oh man. There she is. My girl Summer. She loocks so hot - RYAN locks across the room to see MARISSA. Talking to. SUMMER, 16. Summer is a lot like Marissa -~ only more. Bigger hair, chest, personality. She's checking out SUMMER Who is that? 'MARISSA The cousin. The pool boy. I don't know. SUMMER I'm gonna find out... MARISSA laughs. Waves. Mouths the words - "Hey, Ryan." BACK TO SETH AND RYAN -- SETH She knows your name? I've lived next to her for ten years and she still doesn't know mine. Seth does a wave and wink to Summer. As SANDY arrives. SANDY : Do you guys want to sit with us? (CONTINUED)

30. CONTINUED: ON SUMMER -- ignores Seth, if she saw him. Walks Off. SETH ) (spins on Sandy) ) Could you salt my game a little more? Seth walks off. Ryan and Sandy exchange looks. .. 8ANDY . I'1ll take that as a no... OFF RYAN —- As LUKE comes up behind MARISSA. Nuzzling . her. She giggles. Pulling him towards her... ' INT. ST. REGIS -- BALLROOM -- NIGHT Everyone has filed in. Seated at round tables. PARENTS and KIDS not seated together, At the front of the ROOM a STAGE made to look like a catwalk. - MARISSA stands at the front of the stage. At the microphone. As she quiets the room -- everyone applauds. . MARISSA (little girl Oh. ' Thank you all so much for coming.. Every year National Charity League - Newport Chapter - - puts on a fashion show to raise money for the Battered Women's Society. It's such a good cause, you guys. And we couldn't do any of it without your support and. the support. of Fashion Island and all their great stores. And Dads - don't worry. Just because your girls wear it - it doesn't mean they bought it. Your plastic is safe. And with that -- the LIGHTS DIM -~- and the MUSIC starts. Something dreamy and atmospheric. ROXY MUSIC'S "AVALON" or something off AIR'S "MOON SAFARI"... . As APPLAUDS for the first GIRL to come down the catwalk. Dressed handscmely in ARMANI. This whole enterprise stately, sophigticated, ever so adult. INT. ST. REGIS -~ BACKSTAGE -- A whole different story. (CONTINUED)

31. CONTINUED: A cacophony of shrill screams. Arguing. Hysteria. , MOTHERS and DAUGHTERS battling. GIRLS frantically ripping off what'they're wearing to change. A carnival of vanity. In the midst of all this, a FASHION COORDINATOR, female, icy, 50s, stands guard. Charm checking every girl. FASHION COORDINATOR " (at one girl's ensemble) I knew we were here for a case. I just didn't know it was you... girl's MOTHER runs up. to HER -— ANGRY MOM What are you doing putting my daughter in Calvin Klein? She was supposed to wear Vera Wang! FASHION COORDINATOR And she would. she had the chest to hold it up. (off the DAUGHTER'S LOOK) - ! It's called puberty, honey. It'll happen. . INT. ST. REGIS -~ BACKSTAGE -- BATHROOM -~ CONTINUOUS is applying a last round of lip SUMMER next to her -- using a credit card to CUT up a LINE OF COKE on her COMPACT MIRROR. An UNDERCLASSMAN P.A. sticks her head in -- Marissa - yocu're up. As the P.A. runs off - SUMMER offers her the compact. SUMMER You want any of this? MARISSA loocks at their reflection in the mirror. Looking ten years older -than they Than they should. ) MARISSA Nah. I'm cool. OFF SUMMER —— shrugs. And starts to bump a line herself...

32. INT. ST. REGIS -~ BALLROOM ~ NIGHT ' It's MARISSA'S turn on the catwalk. Everyone APPLAUDS. ON RYAN her. Sitting with SETH and all the SIBLINGS of cool klds. as MARISSA turns towards him - for applause - she looks right at RYAN. And makes a face: Can you believe thig? It's only for a moment. But catches it. ‘His reverie disrupted by LUKE. at his TABLE. With his CREW. All WHISTLING and CHEERING. (to Seth, holds up his glass) I'm gonna get a refill. AT ANOTHER TABLE ~-- Where SANDY and KIRSTEN NEEDLEMAN sit with JIMMY and JULIE COOPER. And other couples. (The COUGHLONS, MILANOS etc.) KIRSTEN She looks fabulous, you guys. SANDY ] Too bad your wife and daughter have such inexpensive taste... BOB COUGHLON That's why we trust him with our money. He's gotta be doing " something right. Everyone laughs. Except Jimmy. Forces a smile. And then stares at his water glass. And it's like all sound is drowned out by his ICE MELTING. The rest of the table. oblivious. Applauding the next MODEL. Except KIRSTEN. KIRSTEN Jimmy. You okay? JIMMY - (looks up, startled) Yeah. Just. Stuffy in here. : (to his wife) . I'm gonna get some air. (CONTINUED)

33. - CONTINUED: ' JULIE (oblivious) Marissa wanted to wear these stiletto Manolos. But I said she had to wear the Prada: ‘Mary Janes. KIRSTEN can't believe more concerned with her husband. As she watches JIMMY walk out. INT. ST. REGIS -- LOBBY MOMENTS LATER steps.into the lobby. Sees someone he knows. They wave to him. Jimmy waves back. And then ducks inside INT. ST. REGIS -- MEN'S ROOM -- MOMENTS LATER Where RYAN is at the sink. Washing his hands. JIMMY brushes quickly past him. Into the -- - BATHROOM STALL. He closes the door. Breathing deeply Sweating. .His hand over his face. When he moves it away -—. there are tears in hls eyes... OFF at the Not surxe what's on exactly...But has a sense that all is not .. ' Ifim. ST. REGIS -- BALLROOM - NIGHT The FASHION SHOW over. PARENTS stream into the lobby. Most KIDS gone. RYAN follows behind SETH. When SUMMER appears. him. SUMMER Hey. you going? Our parents rented us the top floor. As a gift. You know, 'cause of all our hard work for charity... (beat, smiles) . Ask for Summer . She walks off. A beat. SETH comes back to claim Ryan. SETH There you are. -Let's get outta - RYAN You don't want to go that party? _ {off Seth's look) The one on the top floor for - SETH Uh-huh. That's not for us. (CONTINUED)

CONTINUED: RYAN Summer just invited me. SETH {crushed) She did. She invited...you? That's cool... RYAN (catching on) Us. She asked for you specifically. SETH Really? She did? I mean. These guys always have parties and I never get - {catches himself) ~.and I never go. Usually such a hassle. (leading Ryan to the elevator) But we're here, right? Might as well check it out. INT. ST. REGIS ELEVATOR -- CONTINUOUS Seth hits the top floor button. But knowing where he's headed - Seth can't help but Almost giddy. - There's no way this is gonna suck. .. SETH If it sucks we can always bail. The DOORS CLOSE. END OF ACT TWO grin. 34.

30. . : ACT THREE THE ELEVATOR DOORS OPEN TC REVEAL -~ INT. ST. RBGIS PENTHOUSE -- NIGHT Madness. MUSIC BLASTING. KEGS rolling down the hallway There's a group gathered around a glass table coke. The and they are that, have loosened up. . Suit jackets off, ties loosened. Some in bathing suits head to & HOT TUB on the deck. RYAN and SETH stand at the open elevator doors a moment. Awestruck. . RYAN Time to mingle... AT THE KEG -~ aAnd for some reason, there's always some himself the Keg "Bro." So named for his predilection for the word bro. He's there now, in a Spooner, shorts. Graduated high school a few years ago. (sees and SETH) . Yo. Fresh keg, bro. 'You bros need a drink? . . RYAN Yeah, : SETH Yes! Yeah... KEG BRO {pouring) Sorry about the foam, bro. Check it. If you just swipe some oil off your nose and swirl it in the beer -- no more foam! SETH . would I want to drink 011 from my nose? ’ KEG BRO (may have to re- evaluate his whole . 1life) - I don't know... (CONTINUED)

36. CONTINUED: AT THE BAR -- . MARISSA pours some vodka into her cup. Pours some cranberry juice. Tastes it. And then pours herself some more vodka. Hesitates. And pours some more. She looks around. Makes sure no one really saw. And then sees i RYAN and SETH. na#igating these new social waters. Seth seems to get in everyone's way. Ryan just watches. As their eyes are about to meet - MARISSA turns away. Tastes her drink. It's strong. But it*ll do... : ' FROM A BEDROOM DOORWA 'SUMMER stands. Smiling. Holdé up a vial of pills. .SUMMER -Guess who just got a Demerol re- £i1l? Thank you Mommy's back pain... ) RYAN) Och. He's here...He's gonna even cuter in : miligrams... As MARISSA and SUMMER disappear into the BEDROOM. . . ON LUKE --— STANDING on the balcony. Overlooking the BEACH. Sees MARISSA close the door. Turns to the cute FRESHMAN GIRL standing with him. (NIKKI). NIKKI Isn't it like so beautiful -~ the sand. And the water... LUKE : Yeah. You wanna go check it out? NIKKI But what about -- LUKE {eyeing the closed door) No worries... {CONTINUED)

OFF NIKKI' S LOOK -~ ‘and there's no she' s saying no ON RYAN LUKE with his eyes. Seeing him leave with some girl...luke's hand on the small of her back. VARIOUS SHOTS OF THE PARTY ~- AS THE NIGHT CHARGES .ON -- HOOKING UP. Can be seen out on beds through open bedroom doors. . A RANDOM GUY, taking pictures of one couple with his. DIGITAL CAMERA. His hysterical. o CAMERA GUY blac)cma:.l Easy money THE DANCE FLOOR -- Packed...And of course, scmeone always has a DISCO BALL...Groups of girls dancing/posing . with ‘each other... ON AN EXPENSIVE VASE -~ getting knocked over. SHATTERS. No one bats an eye. - ON A'GROUP OF STONER SURFER GUYS -- Sitting on a couch. Just STARING...Slackjawed. Not moving. And having a " great night. ON RYAN -- standing by the BAR. Just trying to blend... MARISSA comes over. Eyes heavy. to pour herself - - another stiff drink -- misses her cup a bit. .Ryan catches this. She looks up at him. MARISSA Ryan... (beat) : So. You never told me. What do you think of Newport? A beat. RYAN I think T can get in less trouble I'm from. : MARISSA (sly grin) You have no idea. .. FROM THE COFFEE TABLE —- where a of KIDS sit a drinking game. (CONTINUED)

CONTINUED: [ " DAVI Coop. your She takes her cup. Eyes him not steadily, turns and wa ON SETH -- Pours himself another beer. Seth decides to do the nose o amazed...He pounds the beer. Pours himself another. Does too good... - He stands out on the balcony. D ' turn to deal. 38. as she sips it. And then, 1ks off... Foamy. KEG BRO unconscious. couple kids DRAW on his face with PERMANENT MARKER. il thing. And it Belches gratefully. the trick again. Sipping on his beer. This is Surrounded by GIRLS on CELL PHONES chattering 1ncessant1y He shakes his head, flnlshes his drink when -- SUMMER'staggers-out him. SUMMER Look who I found.. (some of her drink spills) Qops. Hi. : Hi. SUMMER Hi. RYAN Um. Hey. "SUMMER I'm wasted. {(moving cl oser) So what's your name anyway? _ RYAN Ryan. SUMM - I'm so wasted, Ry someone to take c ER . ) an. I need are of me. (CONTINUED)

39. CONTINUED: She has him up against the railing. Ryan doesn't knqw what to do. Laugh. Go for it, Run. RYAN Uh. Yeah. Whatever - Summer takes one finger. Shushes him with it. BAnd then leans in —- going for a kiss -- SETH'S VOICE Dude! It totally works! The nose oil - As he pushes asides the CURTAINS to the DECK Seth stops in his tracks. Seeing SUMMER all over RYAN. ' SETH What the. -~ what are you - RYAN Seth. Ryan free. Takes SETH by the arm. Leading him- inside. ’ : SUMMER me! She follows -- ' RYAN AND SETH. And SETH is definitely tipsy. SETH What are you doing with my woman, man! I've been working that for like six years. . SUMMER Excuse me? Eww. Who are you? RYAN (quietly to Seth) Chill. It's not what you think. SETH So you weren't just putting hos before bros? RYAN Naw. She's just drunk - SUMMER I'm waiting, Ry-Ry... (CONTINUED).