Lucas: I cannot believe you're showing up here after what you did to Maxie.

Kyle: Like i care what you think.

Lucas: All right, you know what, if you think she's showing up tonight, forget it, she's too embarrassed.

Kyle: Hey, i wanted to take maxie tonight, ok, but her father's a whack-job. He ordered me to uninvite her. I didn't have a choice.

Lucas: Hey, you know, I just don't want you messing with her anymore.

Kyle: I'm not. I'm out of the game. She's all yours. Admit it, man, that's what this is all about. You wanted the chick all for yourself.

Georgie: Are you going to say hello to your date?

****************************

Skye: Hey. What's the occasion?

Dillon: Debut of my magic act. I start my new job as a maitre d', and then I just might stop by prom.

A.J.: Who's the unlucky girl?

Dillon: I'm going solo.

Skye: Ooh, just like a.J. When he can't find a date.

[Doorbell rings]

A.J.: Where the hell is that butler? Ugh.

Maxie: Hi.

Skye: Ooh.

Maxie: Um, would you tell dillon that his date's here?

Skye: Uh, dillon, you might want to see what popped out of your hat.

*********************************

Kyle: You look good, kid.

Georgie: Thanks. So, shall we?

Lucas: Yeah, yeah. Actually, no, no, I'm sorry, no one's allowed in yet.

Georgie: Oh.

Lucas: Some conference ran late and the decorating committee's still setting up. I cannot believe kyle. He doesn't care what he did to maxie. The guy's got, like, no conscience.

Georgie: He's clueless and misinformed, like most of our generation.

[Lucas sighs]

georgie: Can we not talk about maxie's problems tonight? Look, I'm your date, you're mine, etc., Etc.

Lucas: You know what? You're right. You are right. I'm way sorry. And way lucky. And every other guy here right now is envying me.

Georgie: I'm not interested in any other guys here. I have your boutonniere.

Lucas: Oh, yeah, that's right. I totally forgot. I got this for you. It's for your wrist. My mom said it doesn't get in the way as much. There we go. Great.

Georgie: All right, ok, hold still.

Lucas: Ok.

Georgie: There. Oh, it's beautiful.

Lucas: Yeah. Mine, too. Is it supposed to be this small?

Georgie: Right. Well, hey, i know some kids who booked a room upstairs to hang out in while we're not dancing. So what do you say we check it out, i mean, while we're waiting?

Lucas: Yeah, cool. Let's do it.

Georgie: Yeah. Let's do it.

**********************************

Maxie: Georgie's planning on having sex with lucas tonight.

Dillon: Well, it's her life.

Maxie: Right. Like you don't care?

Dillon: I'm not going there to make a scene, if that's what you want from me. Sorry.

Maxie: I want you to help me keep georgie from making a huge mistake, dillon.

Dillon: Yeah, you know, somehow I doubt she sees it that way.

Maxie: Of course she doesn'T. She's got this little-kid crush on lucas, ok, and she's going to end up trashed and hurt.

Dillon: Like you did?

Maxie: Yeah, ok? Like i did.

Dillon: Why don't you tell her that?

Maxie: I tried to. She thinks that sex is this magic potion that, i don't know, is going to somehow equal love.

Dillon: S plus e plus x equals l.

Maxie: Capital L.

Dillon: I'm guessing in your equation, sex equals humiliation.

Maxie: Capital H.

Dillon: So, I bet lucas is uninformed, as always.

Maxie: Exactly.

Dillon: And?

Maxie: And if we discuss this much longer, Dillon, my sister, who's very goal-oriented, will reach her goal. So you're either my date and you give a damn or you're not and you don'T.

**********************************

Lucas: Hey, call my cell when the prom gets started?

Boy: Gotcha.

Lucas: Cool. Lead the way. Whoa. Did you know anything about this?

Georgie: No. Last i heard, she wasn't coming.

Lucas: Surprised you decided to show.

Maxie: Yeah, well, it was last-minute.

Dillon: You look good.

Georgie: Would you guys please excuse us? I need to talk to my sister. Thanks. What the hell are you doing here?

Maxie: I'm looking out for my sister.

Georgie: Forget it, maxie. You are not ruining this night for me.

*************************

Georgie: You know what I have planned with lucas tonight, so don't try to stop me.

Maxie: Wait, planned with lucas?

Georgie, that would mean that he's actually in on it.

Georgie: You had your shot with lucas, but you wanted kyle, and he had his shot to come back to you after kyle hurt you for, like, the 15th time, but he chose me.

Maxie: To take you to the prom, ok, not to sleep with you, georgie.

Georgie: Category of "none of your business"!

Maxie: Ok, great. I'll just go talk about it with lucas then, ok?

Georgie: You do it and I will hate you for the rest of my life.

Maxie: Maybe it's worth that, georgie, to make sure that you don't make the same mistake that i did.

Georgie: I'm not making the same mistake. You slept with kyle.

Maxie: So that he would like me!

Georgie: So you could get in with the cool people!

Maxie: Listen to me -- I blew something extremely special on someone that did not appreciate it, ok?

Georgie: Which is why i've made the right decision. Lucas will appreciate it and he'll realize that i'm the one he loves.

Maxie: No, georgie, not if you trap him this way.

Georgie: Just stay out of it, maxie, or, i swear, you will be so history. Hey.

Lucas: Is everything cool?

Georgie: Yeah, fine. Can we just go up to the room? I need to get away from maxie.

Lucas: Yeah, sure -- um, after I talk to dillon for just a second. Here, you head up. I'll be right behind you. Is that cool?

Georgie: Room 410. Hurry.

Lucas: Ok. Got a second?

Dillon: Yeah.

Lucas: Listen, I don't know what you're doing here with maxie, but she's in a bad place, and i don't know if you're planning on --

Dillon: Hold on, cool it for a second, ok? Why don't you tell me what your deal with georgie is first.

Kyle: I wouldn't blame you if you wanted to spit in my face right now.

Maxie: Please, kyle, I really don't want to talk to you.

Kyle: I just want to say i'm sorry.

Lucas: Dude, I told you to stay away from her and I meant it.

****************************************

Dillon: Heard there was a party.

Georgie: You're not invited.

Dillon: Yeah, well, your dad wasn't invited, either, and he's downstairs right now --

Georgie: My dad's downstairs?

Dillon: Wondering why his daughter is not where she said she'd be.

Georgie: Thanks.

Dillon: Georgie.

Georgie: What?

Dillon: I'd, uh, put this back on if i were you.

[Dillon whistles]

*************************

Music plays]

Georgie: Dillon, my dad is not down here.

Dillon: I don't know, he was, and he looked pretty ticked off, too. He might have gone off looking for you. The dance is open. He might be in there. You want to go check?

Georgie: Did you speak with him or did you just see him?

Dillon: I just saw him.

Georgie: Why do i get the idea there's more going on here than you're saying?

[Music plays]

Maxie: You're in the right place.

Lucas: Where is everybody?

Maxie: I'm not really sure.

Lucas: I thought there was supposed to be a party.

Maxie: Yeah, me, too. But, um, I'm actually glad that it's just the two of us. There is something that I wanted to tell you.

Lucas: You're not up here waiting on kyle, i hope.

Maxie: I was actually waiting on you, lucas. Look, the only reason that i let dillon bring me here tonight is because I want to tell you how stupid i've been. And how I've been treating you and taking you for granted. Kyle's not the stupid one. Well, he is, but i'm one, too.

Lucas: Where is this coming from?

Maxie: I don't want to be friends with you anymore, lucas. I want to be more

( They kiss, as Georgie overhears everything.)

************************************