Well in the most recent episode, Sloan's story got me thinking and then when he told Dere that thing in the end, well my gears ran for a while and eventually stopped at this oneshot.

Title: Sleep. I'll Be Here When You Wake Up

Genre: Friendship/General

Rating: K-K+

Characters: Mark Sloan, Derek Shepherd, and Carolyn Shepherd

Notes: Tiniest Marek hint at the end for future like now-show-stuff

Sleep. I'll Be Here When You Wake Up

Alone. Again and for another timeless night. Even when you're thirteen, being alone in a big house for however long is a scary thing. It didn't matter if you were used to it or not.

Altogether there were five TV's in the house. One in the living room, the kitchen, his parents' room, his room, and his father's office. They were all on, all turned up at the highest volume they could manage to take. Every light in the house was on. Even the upstairs and hall closet lights. Mark Sloan was determines to not fall asleep again that night alone.

The phone rang at ten-thirty. Mark never answered it when he was alone. He'd been upstairs anyway, and if it was someone important, they would leave a message.

At ten thirty-five, Mark recognized Carolyn Shepherd's blue Mazda pull into the driveway. He was on his second cup of coffee in the last half hour. The door opened and Carol's fifteen-year-old son ran in looking just about as worried as she was.

"Mark? Hey Mark!"

"Try the kitchen, Dere," Carolyn told her son.

And pajamas and all, Derek Shepherd ran into the kitchen the same time Mark came out. He grinned wildly. "I found him Mama!"

Mark gave him a look. "Why are you always so loud?"

"Why are you alone again?" Derek snarked back. "Mom and I told you. When they leave you alone again, you call us. That was the deal, right?"

Carol walked by the boys and into the kitchen. "We did. No more coffee, Mark," she took the cup from his hand ignoring his whine and reaching.

"You're who called?" Mark intended the question for her, but Derek was all too quick to answer.

"Yes," Derek nodded, "would have been twice, but Mom just said we'd drive over. D'you know what time it is?"

"You're not my mom, Shep," Mark walked into the living room and Derek followed.

"No, but my mom is like your mom and I'm your best friend so it's my job to worry and look out for you. Plus I'm older so it's a win-win."

Sitting on the couch, Mark sighed and flipped channels on the TV. "You mean for you? You may be older but I act it."

"You don't act older because you're not older. You're more of a child than I am," Derek smirked when his best friend gave him a look and gave a look back. "Tired?"

"No," Mark lied. He was exhausted. Then again, you would be too if you stayed up this late two nights in a row.

"Liar."

"I'm fine," Mark crossed his arms and stared ahead at the TV. Carolyn was watching from the kitchen.

Derek poked his arm. "Two nights in a row, Marky. You've got to be wasted."

"No, Dere. Stop poking me."

The poking didn't stop. Mark tried to ignore it. Eventually the tiredness got to him and he shook Derek off. "I said stop!"

"Go to sleep, Mark."

"No."

"Mom and I are here now. You have nothing to be afraid of."

Mark shot him a look. "I'm not afraid of anything."

"Yes you are. You hate being alone. You're afraid of being left alone," Derek gave a firm nod and Mark couldn't help but to laugh at him. However, he knew Derek was right. He just hated to admit it. To anyone. Even to his best friend.

Yet Derek Shepherd was a smart kid. He could read people well. Especially his mom and best friend. He wasn't about to give into Mark Sloan's stubborness.

"I guess," Mark tossed the remote, breaking Derek from his thoughts.

"You don't have to talk abuot it. I just want you to sleep," Derek smiles and tapped his shoulder.

Hesitant, Mark shrugged. "I'm not-"

"Head. Down," Derek gave a stern look. "We're not going anywhere. You won't be alone."

Feeling exhaustion rush over him, Mark let his heavy head drop on his friend's shoulder. Derek smiled watching his eyes shut. "Promise?" Mark mumbled in his half slumber.

Derek smiled. "Sleep. I'll be here when you wake up."

Carolyn Shepherd just grinned.

Jay