For about the millionth time since he had stepped off the plane six months earlier, Derek Shepherd wondered why the hell he had decided to take the internship in Boston. He loved Manhattan; he missed Manhattan. He also thought that if he had stayed in Manhattan he would not have been told to do what Ellis Grey had just ordered him to do.

"What are you standing there for?" the woman asked, staring at him, with her hands on her hips as they stood in the hall of Boston General hospital. "Did I not make myself clear? Unless you can remove this large piece of glass from this patient's chest single handedly, as I can, then you should not be standing there."

Derek blinked at her, and then turned on his heel and ran, wondering how go get my daughter and take her to our house, and stay there until I get off, were proper instructions for an intern who had asked how can I assist you, Dr. Grey?

Derek had also not thought to mention that he did not exactly have a car. In fact, the fact did not even occur to him until he was standing in the parking garage next to his motorcycle. Well, hadn't she said Boston Preparatory High School? So the kid must be at least fourteen, and his sisters had ridden around on his bike with him at that age.

He slid his familiar leather jacket on over his scrubs and revved the motor, wishing he could be in the gallery, or even doing SCUT. Anything but this. This was ridiculous.

He sped through unfamiliar streets, grateful for his knack with directions. He did not think Ellis Grey would accept 'I got lost' as an excuse for not carrying out her orders to the letter.

Eventually, he pulled up to a formidable looking brick building. It looked deserted, and he looked up at the sign hanging over the steps. He was in the right place. As he climbed off of the bike, he saw a lone figure sitting on the wide lip of wall to the side of the stairs leading up to the building. He hung his helmet over the handle bar of his bike and went up the sidewalk to address the person.

As he got closer he saw a girl, so thin she could only be described as tiny. She wore a uniform-regulation plaid skirt and white top, but over that she had a black denim jacket. Her shoes were also black, tall lace-up things, like what Rachel had worn when she went through her rebel phase.

"You're not supposed to be doing that out here, are you?" he asked her, noticing the trail of smoke coming up fro the cigarette that was barely concealed in the hand hanging off the edge of the concrete.

She turned to him, and when her hair flipped over her shoulder he got a start. Her hair was dyed bright pink. "What's it to you?" she asked. Then she looked at him again, noticing the scrubs. "Oh. Right. One of my mother's underlings?"

This? This was Ellis Grey's daughter? Ellis Grey was formidable, a force to be reckoned with, and this girl was…not.

"You are, aren't you? Hello, you, in the scrubs. Are you listening to me or are you deaf?"

"Huh? Yeah. I'm here from Ellis Grey. You must be…" he trailed off, his hand hanging in the air, half-poised to shake hers as he realized that Dr. Grey had never told him the kid's name.

"Oh, classy," she said, raising her eyebrows and tossing away the cigarette. "She didn't even tell you my name, did she? Just sent you off like you're her servant. Damn, bet you're pissed. I'm Meredith the disappointment' Grey. And you are?"

"Oh, I'm Derek, Derek Shepherd." Meredith nodded, stood and jumped off the lip of the wall.

"Well, come on, Derek Shepherd. The authority types want to make sure I'm released into the hands of a capable adult. Now, you're an intern I'm sure, so I doubt you're a capable adult, but you'll do."

Derek's head was spinning at all of this. He didn't know how this kid managed to talk so fast, or why she didn't seem to talk like a kid. Hell, he was at least eight years older than her and she doubted his abilities as a capable adult because he was an intern? She was a high schooler.

Still, he followed her into the school, because, well, what choice did he have? She did all the talking; all the office staff required from him was an ID, and proof that he worked at Boston General.

"They're used to it," Meredith explained as she bounced ahead of him down the steps again. "Mom almost never comes to bail me out so--."

"This is a habit of yours?" Derek asked, an eyebrow raised.

"Hmm… the school and I don't see eye to eye about… well anything really. Whoa, is that your bike? Maybe you're not such a bad adult after all."

"Yeah, it's mine."

"Wow. Hey, so, we don't really have to go back to my house, do we? I mean, you're free for hours. You could just drop me somewhere and show up at my house at nine or whatever. Or we could… you know… do something."

Derek stared at her. "Really? You get sent home from school, and you want to risk getting into more trouble?"

Meredith rolled her eyes. "Okay. I get it, you're one of those... I thought since you seemed cool, with the bike…. Whatever. Let's go." She stood by the side of the motorcycle, poised to mount as if she had ridden on millions of them.

Derek stared at her for another moment, then shrugged. "Wear this," he said, handing her the helmet. "The last thing I need is for something to happen to Ellis Grey's kid on my watch."

She shrugged and put on the helmet. He reached over to adjust it for her, and his fingers brushed her cheek. She looked up, her green eyes meeting his, and the look in them startled him. Despite all the talking, and the seeming blasé bubbliness, there was something deep in her eyes that he was not expecting. He swallowed, and then swung one leg over the bike.

"You're going to have to give me directions," he told her, as she climbed on and put her thin arms around his waist. Her grip was strong.

"I figured," she replied, quietly.

/ / / /

The house was a townhouse, not too far from the school. The windows were shut, and dark, and it was obviously not amazingly well tended to. Meredith hopped off the bike and thrust the helmet at him. She was up the steps and had the front door open before he was off the curb. He got in just in time to see one of her shoes disappear up the stairs. Going into the dusty living room, he sat down on the couch, expecting to not see her again. He found the remote and turned on the TV. This would be an opportunity to find out what was going on in the world, he decided. He had not really watched TV since starting med school four and a half years earlier.

As he flipped through reruns of The Nanny, the X-Files and past Oprah, he heard footsteps charging down the stairs, and Meredith appeared. She had changed clothes, and in a way her outfit was more normal. She wore a black top and headband, dark jeans and the black lace-up shoes.

"Oh," she said, looking at the TV. "I was going to turn on the stereo."

"Be my guest," Derek said, turning off the television. "I just remembered why I quite watching TV."

She snickered, searching on the table next to the sofa for the stereo remote. "Yeah," she said. "There's nothing. Oh, there it is." She reached down, lunging for the remote under the coffee table and there was a sound crack as she hit the wood with her forehead. "Damn it!" she exclaimed, falling back to the floor, one hand on her head.

Derek quickly slid down next to her. "Let me see," he said, gently tugging at her hand.

"Doctor mode," Meredith sighed, and removed her hand. The spot was red, and would form a nasty bruise, but there was no bleeding.

"You're okay. I'd put ice on it if I were you."

"I'll be fine." She stood up, supporting herself on the arm of the couch and aiming the remote at the stereo. The tape in it began to spin, and Meredith threw herself into an armchair, still gingerly touching the knot on her head. "So, big bad intern, what surgery did you have to give up to be my keeper?"

"Foreign object removal—seriously?"

"Lame. Technical talk. What foreign object? Seriously what?"

"Okay. Your mother was removing a six-inch piece of glass from a thirteen-year-old kid's chest. Seriously, the Go-Go's?"

Meredith whistled. "Wow. I'm not an intern and I'd be upset if I missed that. What were you expecting? Alice in Chains?"

"That wouldn't have surprised me," Derek replied, leaning forward and clasping his hands. This girl was intriguing; there was more to her than met the eye. He was not quite sure why he cared, exactly, but he had nothing better to do. He might as well talk to her. "I mean, at least they're mostly this decade."

"They're okay," Meredith admitted. "I mean, they're from Seattle which is definitely cool, but… I dunno… what would you listen to?"

Derek shrugged. She tilted her head towards him, seeming to genuinely care what he thought. She did not get that from her mother. He had known the woman for a few months and he knew that. "My favorite band is the Clash." She stared for a second and then burst into laughter. Her laugh was sweet, and it lit up her eyes. Her entire face got brighter. Derek found himself thinking that he wanted to make her laugh more. "What?"

"Now who's in the wrong decade?" she demanded. "Oh man. The motorcycle-riding, rule-following intern has a thing for angry British punk? That's really funny."

"It is not! And who said I was rule-following? Just because I didn't want to drag a kid all over Boston--" he stopped. Mostly he stopped because already he had stopped thinking of her as a kid. But he also saw that the laughter was disappearing from her face, and her eyes were darkening as he spoke. "Why is being from Seattle cool?" he asked quickly, hoping to take away from his stupid statement.

Meredith looked away from him at the front window, whose blinds he had opened upon entering. The light cast a shadow on the side of her face, making her look far older. "I'm from Seattle," she answered quietly. "It's been… a long time but… I miss it there. I mean, I was just a little kid, but still."

Derek nodded. "I know what you mean."

Her face turned abruptly to him, and she thrust her chin out, as though she did not believe that he could. "Oh?"

"Yeah, I'm from New York. I went away for school but I was supposed to go back for my residency but—" he trailed off.

"Why didn't you? And please don't say to learn from my mother."

"No…. not that your mother isn't great but--."

"No, trust me, I know. She tells me so. But why then? I mean, I don't have to pry. You don't have to tell me. I mean, you don't know me. But--."

'No, it's fine. I came here because just as I was signing my contract for Manhattan General one of my professors called me to tell me that Ashland Davidson was transferring to Boston General and he's—"

"The best neurosurgeon on the east coast, I know."

"How--?"

"Ellis Grey's kid. Just trust me. So you came here to study under the best neurosurgeon on the east coast? That's dedication."

Derek shook his head. "No. I came here because I am going to be the next best neurosurgeon on the east coast. And also, possibly, on both coasts."

"Modest, aren't you?"

"Oh yes." Derek grinned as she giggled again.

"Well, in that case, you'll make a great surgeon," Meredith declared, and then stretched, pointing her toes out, then pushed the black shoes off her feet.

"Not to pry, and not that I'm not enjoying being mocked by you, but aren't you supposed to have homework or something? I mean, you didn't even have a backpack."

"Yeah, I guess. I'm pretty much ahead in, oh everything, but I do have a science paper to write. Mind if I pump your brain?"

"That's all anyone does these days." Meredith laughed again, and disappeared up the stairs a second later. Derek leaned back on the sofa, looking around the room. The house barely looked lived in. There was nothing on the mantle but a clock. There were tapes piled up by the stereo, but other than that there were just normal furnishings, with somewhat mismatched floral patterns, as if whoever decorated had not cared much. He guessed that Dr. Grey was rarely home, and if he and his sisters as teenagers were any gauge, Meredith spent most of time in her room.

She came back a moment later, lugging a (surprise) black backpack and tossing it onto one of the chairs in the dining room, which adjoined the living room. She made a lot of noise for someone so small as she slammed books down on the table, rustled through notebooks and shuffled papers. After a minute she emerged with a crinkled pile of notebook paper.

"Here," she said. "Read this and tell me if it's any good." Derek took the papers and scanned them, expecting a hastily put together paper based on the amount of time it took her to find it and the state of the pages. Instead he found a well-formed thesis which was followed through with statistics and experimental data. It was better than man undergrad papers he had seen, and he told her so.

Meredith blushed and shrugged, snatching it back. "Yeah, well. I decided to do something during study hall, for once. I mean it's nervous system stuff. At least that's interesting."

"You wrote this during study hall?"

"It's no big deal. It's not like it's something I do normally. Trust me, it's part of the reason I'm such a disappointment to my perfect mother."

"She's not perfect," Derek retorted, possibly surprising both of them. Meredith stopped spreading more papers out on the table and turned back to him, her eyes wide. "I mean, if she were perfect, wouldn't she have told me your name at the very least?"

Meredith smiled, just a little. It did not light he face up like the earlier ones, but it was something. She looked at him with that smile for another minute and then sat down to rewrite the paper.

Around six, Derek realized he was hungry. He turned off the TV, which he had turned on again, determined to find something good and failing. "Do you guys have any food?"

"Um… I'm going to go with no. Mom grocery shops on Fridays. Sometimes. Since it's Thursday, I have sincere doubts."

"Do you like pizza?"

"Yeah, of course. I'm broke though."

"Don't worry about it. I got it." Meredith shrugged, and Derek went to find a number for pizza. When it arrived, they did not bother clearing Meredith's things off of the table. Instead, they sat on the floor, with the pizza box on the coffee table.

"So, come on," Derek said, biting into his second slice. "I had to give up a surgery to come bail out my attending's kid. What did you do? My guess it wasn't just your cancer-stick habit."

"Oh. I don't smoke a lot. But no, not that. I may have shoved a guy into his locker for calling me a freshman and insinuating that I don't belong in AP Chemistry." She spoke nonchalantly, as if it were a normal occurrence for a girl who was about five foot four to slam boys against lockers.

"Well… you definitely belong in AP Chemistry. You're… not a freshman are you?"

Meredith glared at him sharply. "No, I'm not! I'm a junior. I'm seventeen!"

"Okay, okay, calm down. Please don't slam me into any furniture."

She kept glaring for a minute, and then laughed. "I won't," she assured him, taking a large bite of pizza. The cheese slid down and a glob of sauce hit her in the nose. She did not notice, however, she was so busy trying to shove the cheese that had separated from the pizza into her mouth.

Derek took a napkin, and reached over with the end of it to wipe the sauce from the tip of her nose. Her eyes met his as he leaned over, and again he saw the intensity there that showed how different this girl was. They gazed at each other for a minute, until the sound of a key in the lock made Meredith jump up.

"Fuck," she swore, and grabbed the pizza box and dirty napkins, carrying them into the kitchen. "Oh, Derek," she hissed, hurrying back, trash still in hand. "Do not mention to her that I was suspended. Please?" her gaze was pleading as he nodded and pushed himself back onto the couch.

"Well," said a voice, as the door opened and Ellis Grey appeared on the threshold. She looked less ferocious in a sweater and jeans, Derek noted, though no less formidable. "Nothing's blown up, I see."

"Not at all," Derek said, standing and going over to her. "Meredith was fine. Great actually."

One of Ellis's eyebrows raised, as if she found this hard to believe. "Yes, well. You performed well, Shepherd. Get yourself on my service over the next few days, I'll make sure you get an opportunity to scrub in." She turned away from Derek, through with him, and walked into the house. Derek found himself wondering if the only language she spoke was surgery. "Meredith Grey! What is this mess in the dining room?"

"Sorry, Mom!" Meredith cried, coming skidding into the room. "It's my homework. I'll get it. Want some pizza?"

"No, of course not. What have I told you about leaving such a mess?"

Derek watched as Meredith stuffed papers in her backpack, wincing as the latest draft of paper got wrinkled once again. He wondered if Dr. Grey realized that it looked as if she was lucky that her daughter had done her homework at all.

"Bye, Meredith," Derek said, as Meredith came towards him to go up the stairs. Dr. Grey looked over her shoulder, as if surprised to see him there, but then sat down on the couch.

Meredith stopped in her haste to take her things up the stairs. Her eyes met his and she smiled. "It was nice meeting you, Derek."

"You too. I'll see you again soon."

She shrugged and ran up the stairs, as if she doubted it. For some reason, he had no doubts at all.

A/N So this is something that just bit my brain and would not let go. A lot of AUs change things, like their ages, when Meredith and Derek meet in the past, but I wanted to see what would happen if only one thing was changed, by a fluke: the location of Derek's internship. Will they end up together or are they too different at this point? Stay tuned!