"Kels? You okay?" Jack reached tentatively for her sleeve as she stood near the breakwater where she'd wandered after leaving the restaurant. It was nearly completely dark. The city was lit up behind them, the Golden Gate glowed off to their left, and Alcatraz was in front of them, with the dark water of the bay in between.

She turned and hugged herself to him, sniffing as she nodded, and he hugged her back, patting and stroking her, rubbing her hair with his cheek. Some people gave them curious looks as they walked by, but most people wanted to get where they were going, and just kept walking.

"Do you want to, um, talk about it?" he asked. He was unsure of what he was supposed to do. He knew from movies and books that girls liked to "talk" about their feelings, but he also knew that they usually liked to talk to other girls, not to the people, usually guys, who had caused the feelings in the first place. He also knew from his buddies that "talking" to girls was a minefield, studded with unknowable and indecipherable nuances, where "I'm fine" meant "I want to die", "please leave" meant "you'd better stay", and "it's nothing you did" meant "you and everything you did suck."

She nodded, continuing to sniff.

"Okay, okay," he soothed, rubbing her shoulder. "Let's walk and talk, then, so we don't turn into icicles, all right?"

She nodded again, and they turned toward their motel, arms around each other's waists.

"It's just that when you said you were happy?" She looked at Jack, who nodded. "I was just thinking how happy I was."

"Oh." Jack looked over Kelsey's head, out at the dark bay. "So, that's good, that's nice, right?"

Kelsey nodded again, then said, "No."

"No?" Jack's voice rose. "Not nice? But you, uh, nodded?"

"I'm not used to people being nice to me," she said.

"What? How can that be?" Jack was thoroughly confused now. "You've said yourself that everyone is nice to you all the time. You said that sometimes it's kind of sickening how much people want to kiss your ass and grovel and give you what you want--" he trailed off.

"That's not the same thing at all," Kelsey said determinedly. "Ass-kissing, all that Hollywood stuff, that's not what I'm talking about. I mean like when you were worried about my shoulders and put sunscreen on them. Or the lip balm." She leaned into Jack. "Or when you wanted me to bring a sweater because you thought I might be cold."

She took a deep breath that turned into a shudder and very nearly a sob. "Those other people don't care about me, they only care about pissing me off, don't you see?" She stopped walking and turned to face Jack, nearly stamping her foot in frustration. "They wouldn't care if I fucking died, as long as I had a smile on my face when I did, as long as I let them hang out with me." She leaned her head on Jack's chest, crying again. "I was thinking at the restaurant, trying to remember the last time anyone worried that I might be cold?"

And she was silent for so long that Jack realized a response was required of him and said, "Yeah?" while rubbing her back.

"And I couldn't! I couldn't, Jack." She hit his chest gently with her fist for emphasis, a blow which he barely felt, though he was feeling the effect of her tears. He felt as if his heart were slowly being pulled out of his chest cavity. "What does that say about my life, how empty it is?"

"No, sweetheart, maybe it says more about the fact that you live in a place that's warm all year round?" Jack said with a soft laugh, trying to tip her face up so he could look at her. "You live in Los Angeles, you know?"

And Kelsey did laugh, a little one, but Jack felt it under his hands, and was heartened.

"When I was in Paris for Fashion Week three years ago, when I was still walking for the collections? I had a fever, and a headache, a sore throat, I was so weak. I called my agent in New York, and tried to cancel?" Now she was looking up at Jack, and even in the dim light he could see her eyes, the tears clotted in her lashes sparkling with the lights of the city reflected in them. Her words were tumbling over each other in her anxiety to get them out. She was holding bunches of his sweater in her fists, and she looked desperate to Jack, like she felt hunted. It broke his heart. "Do you know what they did? First they told me to suck it up, to just take aspirin or whatever. Then, after I called him again, they sent JJ to me with some uppers and coke."

"What?" Jack was shocked. "What did you do?"

Kelsey shrugged. "I walked the shows all coked up and drunk.

"It turned out that I had mono, I was really sick for months after because I waited so long to get it treated, and I felt terrible, but no one cared."

"Your family?" Jack tried. "They care about you, surely? Have you ever thought about just giving all of this up and going back to Iowa?"

Kelsey nodded against his chest, which Jack could feel was getting soaked through from her tears. "Yes, they love me. And I could, but what would I do? I don't have a life there anymore." She shrugged in the circle of his arms. "This is the only place I fit now."

She was silent then, out of words for the moment, and they stood, with the sound of the water on one side, the noises of the city on the other. Jack was still, trying to let her know, with his presence, with his arms, who he was, how he felt, that he was there.

"What I'm trying to convey, Jack, with all of my weeping and wailing, is that I'm happy. Me. You can sit there and eat your chicken pot pie and say you're happy, but I own that word right now. Okay? I'm twenty-three years old, with money coming out of every orifice, one of the most beautiful women in the world or whatever, but it took you to make me happy.

"You care if I'm hungry or tired, or if I get a fucking sunburn. And you took days out of your life to drive me to San Francisco because you found out I'd never been here before. You spent money you couldn't afford to make it happen for me." And Jack could hear her starting to get choked up again. "Oh god, Jack, thank you so much, just thank you, thank you--"

And she basically collapsed into him, chest heaving with sobs, again making passersby turn and look at them in concern. She wound her arms around his neck, burying her face in his sweater. Jack began to pat her again, hugging her tightly, murmuring, "Shh, shh, it's okay, you're okay."

"I'm sorry, Jack, I'm sorry," Kelsey sobbed. "I'm making a mess, making a spectacle--"

"It's okay, no one can see us, no one can tell who you are," Jack assured her.

Eventually her tears tapered off, and she began to shiver with the cold. She lifted her head and gave Jack a wry smile. "Poor little rich girl," she said sarcastically.

"Don't," Jack warned her. "Just don't do that to yourself."

"I must make a very attractive date, huh?" she asked, poking at her hair and wiping her nose.

"Come on, goofball, let's get back before we both freeze," Jack said, kissing the top of her head.

They quickly walked back to the motel, where Jack insisted Kelsey take a hot shower to warm up.

"You're freezing," he said.

"What about you?" she retorted.

He grasped her hands with his own and grinned as she felt how warm they were around hers. "How is that possible?" she asked.

"I have amazing circulation," he replied, grinning smugly. "From all the swimming. Now go take your shower, woman."

So Kelsey obediently got in the shower, where she did get warmer. She got out, put on her pjs, and came out to find Jack in bed, watching TV.

"Come on, then, beautiful girl, hop in," he called with a smile, flipping the blanket back.

Kelsey ran to the bed and jumped on, landing practically on top of Jack, making him shout with surprise and joy.

"Oh my god, Jack, you're so warm!" Kelsey moaned, snuggling in. "How have I not noticed this before?"

"We've never been anywhere that being warm was a good thing until today, I think," Jack replied. "Man, too bad, too, because having you hang all over me is, like, very nice," he added, rolling over on top of her.

"Oh my god, look how gorgeous you are," he said softly. "You're all soft and pink from the shower," he murmured, nuzzling into her hair. He kissed her on her neck, all the way up around her ear, enjoying how her breath quickened. "Are you this soft and pink everywhere, I wonder?" he asked, bumping his nose into her neck as he nipped softly at her skin. "And warm? Hm?" He slid his hands up her torso, sliding her thermal shirt off, the shirt she'd just pulled on moments before.

He exhaled on her naked chest, watching her face as she closed her eyes and sighed at the feel of the warm air on her. She plunged her hands into his hair, anchoring his head in place. "Jesus, Jack, stop talking so much," she whispered, arching her back so her silken flesh brushed against his lips.

He took her at her word and shut up, moving up to kiss her, over and over, and Kelsey felt like he was trying to push her head through the pillow with the force of his kisses. She held him to her with all her strength, stopping only when she felt she'd faint from lack of oxygen. After a while, she felt like her lips were getting bruised, and she turned her head away, making a small sound of want, of need.

She was pulling at his shorts, and at her own, wanting him, needing him, beyond thoughts or articulating them.

As soon as they were both naked, Jack ran his hand down her body, wanting to touch her. His fingers found her opening, wet, hot, practically dripping, and she spread her legs wordlessly, eyes huge, wanting to feel his fingers inside her. "Jack, please," she said, raising her hips toward where his hand hovered.

He kissed her again, pushing into her with his middle and ring finger at the same time. His thumb found her center, the round bundle of nerves, and her entire body spasmed when he pressed on her. She cried out against his mouth, digging her fingers into his arms as he pressed, curling his fingers into her again and again.

"Jack, Jack," she called as she came for the first time, lifting her hips into the air and clenching onto his fingers so tightly.

"God, so sexy," she heard him say as he stared at her. He pressed on her, keeping everything taut until she relaxed, until he could feel wetness and looseness inside against his fingers.

Then he withdrew his hand and brought his fingers to his mouth, sucking her release off of them as she watched, taking deep breaths as she recovered. Then she took his hand from his mouth and inserted them into her own, clamping down almost enough to hurt, sucking on his fingers so hard Jack felt it down to his toes.

She pulled his fingers into her mouth so far she was nearly gagging on them, all the way down to where they joined his hand, then she slowly pulled them out, sucking the whole time, and said, "Fuck me, Jack, that hard, that far back, okay?" and spread her legs again.

He settled between her legs, and with one, momentous thrust, he was all the way inside her. She fisted the sheets, and drilled her head into the pillow as the air was pushed out of her, making Jack groan with how good it felt.

Then, before he could move again, Kelsey slowly, deliberately, lifted one leg over his well-muscled shoulder. He blinked at her in surprise. Then she lifted her other leg over the other shoulder.

Jack was shocked. He didn't know such a position was even possible. She gave him a small nod, along with a little smile, and he pushed, as she lifted her hips and rolled a little, and flexed her legs a bit at the same time.

Oh my god.

The angle was so extreme, and the fit so tight, Jack felt like he was hitting parts of her he'd never hit before. The very tip of him was brushing against something inside her, and the sensation, which only came at the apex of every thrust, was so extraordinary he felt like he might faint from it.

"Kelsey, Kelsey, oh god," he gasped, looking at her as they moved together.

She wrapped her arms around him as they sped up. "Jack," she gasped. "Oh shit, Jack, I'm going to come, okay? I'm going to come again now, Jack," she whispered as she turned her head from side to side on the pillow.

He could feel her legs tensing under his chest, and he knew he was going to come too, as his thrusts got harder and more and more crazed. "Me too, me too," he said, and they both rode the crest of their finish together, holding their breaths, tensing their bodies, sweat mingling between them.

Jack felt Kelsey lowering her legs to the sides, slowly, and she could feel his heart hammering behind her thigh, his body slick with moisture from his exertion.

"Oh god, kiss me Jack," Kelsey said, laughing. "That was amazing."

"Yeah," he agreed, kissing her and rolling off to the side. He scooped her up in his arms and held her close.

"You know what?" he asked sleepily.

She shook her head.

"This is definitely the most fun I've ever had in San Francisco."