The Cliff...

"I'm not the only one to blame here, Marilyn. That guy was very clear on his intentions. God knows how many other girls he's used the exact same lines on. Yet you still followed him. You get some type of kick out of guys like that?"

Marilyn shrugs.

"Maybe I do."

"Then why did you act all nice and innocent?"

"Hmm... I guess so."

Derek shakes his head.

"I didn't want this to happen again."

"...What to happen again?"

"Losing someone I really care about..."

Marilyn sighs.

"Well if you care about someone, you shouldn't do things that might pug them away."

"I'm not the one who wanted to spend time with a guy with obvious intentions."

"So what if his intentions were obvious? I wasn't gonna let anything happen!"

Derek realizes he never gave Marilyn to prove herself. He should have waited to see how she reacted when Trevor kissed her, is she would tell him to stop. Only then should he had come out, if at all.

It's happening again...

"I should have let you prove yourself... I should've trusted you. I was just afraid of it happening again..."

Derek continues without allowing Marilyn to ask what it is or wave him off.

"I had a girlfriend, a little while back. Dark hair like yours because I like girls with dark hair. Cute girl. I was smitten with her competely. I wanted to marry her. But then I screwed up. I saw her coming out of a place with a guy one night, and I went off. She was pissed at me. Turns out the guy was an old friend from where she used to live, and he was gay. I didn't find that out until later, after the accident... I made her cry. I made the girl I wanted to give the world to cry, and she ran off. I was mad, so I didn't follow her... Not until I heard the tires screach and someone screaming... She got hit by a car. She died in route to the hospital from internal bleeding... I killed her..."

Derek leans against a wall and slides down to the floow.

"I lost her, and it was my fault. I didn't want to lose you, but I overreacted the same way. I know I acted differently when I first got here, a charmer, even to Anne. But you, Marilyn... I think I loved you when I first looked at you."

Marilyn began feeling mixed emotions.

She put out the cigarette in her hand and sighs.

It made her feel weird...what it Derek still loved the girl he lost. Doesn't that mean that she really didn't love her?

"So you only love me cuz I look like the girl from before?...Cuz I doubt her and I are alike at all."

She pauses.

"I'm not the kind of girl you want to be with."

"Why wouldn't I want to? It's true that you reminded me of her when I saw you, but after I spent all that time with you, I found you were different. Very different. I cared about you for you."

"I really don't think I'm the kind of 'different' you're looking for...Derek, I'm a high school dropout, a pot-head, and a flirt. Okay? You could do so much better." she said beginning to tear up.

Derek takes in a deep breath and slowly releases.

"I think you want to change. Why else were you acting the way you were when we spent time together? There's no way that was just for show, I saw it in your eyes, Marilyn. You were happy when we were spending time together, weren't you? And I don't want anyone else."

Marilyn starts to cry.

"Damn it, Derek." she says softly.

"... I'm sorry, Marilyn. I'm sorry."

Derek is breathing heavy, his emotion overflowing.

"What the hell do you want me to do?! Yes, I may have wanted to change before, but it just didn't work. And that's the reason things like this are happening, because I've been acting as something I wasn't."

"I don't know what you could do, Marilyn. I wish I did. I just want you to be happy, and you obviously are not happy with how your life was. You still have a chance to be happy."

"I don't know...I just don't know.."

"I want to be with you, Marilyn."

"But you don't trust me. And I'm not right for you. You deserve better."

"You keep saying that, but I'm not convinced. I told you I trust you, remember?"

"Derek, I'd only end up breaking your heart..."

"Maybe... maybe not."