This is a different spin on how Addison and Derek found their way to Seattle Grace. It was inspired by a story I read by Mardia, so I credit her in a big way! Addek, with mentions of Mark. Please read and review and tell me if you want more!

Med School (1997ish)

"Mark, will you please shut up! I am trying to study for my midterms. We are applying to intern programs soon and all you can do is talk about this new girl. God, you are such a player."

"Am not. But this girl, she'll take you breath away. I can't wait for you to meet her. She's in the program to. I think she's in your Thompson class."

"Great, can't wait to meet her." Derek responded sarcastically. "Look I'm going to the library to read one of the reference books. I'll see you later, man." With that, Derek trumped out of their apartment and headed for the library. He wasn't mad at Mark for his gushing, but almost jealous. Girls always seemed drawn to him in a way Derek never imagined. That was irrelevant for now though, because if he didn't pass this test, his future as a doctor was over.

He reached the library, and didn't get more than four feet before he saw her. His breath was taken away when he saw her under the moonlight reflecting in the window. That red hair, those green eyes…they were trance-inducing.

"Watch it, dude." Derek was thrown out of his stare when he accidentally walked into someone's desk, spilling their coffee.

"Sorry. I'm sorry." The news caused her to look up quickly, their glance only holding for a moment. She smiled casually, and returned to her work.

"Nice going, Derek. It's no shock girls don't like you, you're a dork." He muttered to himself, looking for a quiet place of his own to study. About an hour later, Derek rose from his chair to pick up a reference book. He quickly glanced at her table; her books remained but she had gotten up. He referenced the librarian on where to find it, and headed to the proper section. Focusing on the paper she wrote out, his head was buried downwards until he saw the book protruding out from the rest. He reached up mindlessly, but looked up when he realized he wasn't the only one pulling on it.

"Oh, excuse me." Derek said in unison with the red-headed girl earlier. "God she's even more beautiful up close." He thought to himself.

"You're the guy with the great footwork." She said smiling.

"So you did notice." Great work man, now you really got her. To his shock, she didn't just walk away.

"I'm Addison Montgomery."

"Derek Shepherd. It's nice to meet you." They shook hands, fumbling with the book they were both holding. "So I guess we both need this book."

"Appears so. I have a Thompson midterm to prepare for."

"Me too. I don't think I ever realized you were in the class."

"I knew you. Front row, right corner, right?"

"Yeah. How did you know?"

"I notice everything." She replied with a grin that made his heart skip a beat. "Why don't we share it? I've never been big on studying alone anyway."

"That would be great."

"Alright then. Shall we?" She walked off first, Derek following soon after, still completely entranced by her.

Half an hour later the book was shut and they sat opposing each other discussing the finer points of becoming a doctor.

"Neurosurgery, huh? That's bold. How do you know now what you want to do?"

"The brain is awesome! It's always intrigued me. I couldn't picture anything else. You given it any thought?"

"I don't know."

"Yes you do, you're just not saying."

"Now how do you know that? We just met." Derek didn't respond verbally, but just stared at her with his beautiful blue eyes. He smiled, and her mouth began to open. "Neo-natology, OB-GYN, that general field."

"See, was that so hard? What drew you to that?" It took Addison a minute to respond, almost as if she was assessing the question, and the questioner.

"I lost a sister when I was four. She was born pre-maturely, and didn't survive. Obviously I never knew her, but I realized, even then, what it did to my parents. Ever since then…"

"Wow, I'm sorry. I wouldn't have asked if I thought it was a sensitive topic."

"If it was so sensitive, I wouldn't have answered." Derek was taken aback by her response and the tough shield she was able to put up. "I'm sorry, I didn't mean to be bitchy, and it's just nerves for this test."

"Nothing to worry about. It seems as though we forgot about the whole studying thing."

"Apparently." Ask her out, man. She's beautiful, funny, stunning. Step it up! You know you want to.

"I don't know about you, but I can't look at this stuff anymore tonight. Would you maybe want to go get some coffee, continue our conversation on the finer points of Thompson's lecture-style?" Well, that wasn't so hard. Okay, maybe it was. She's not answering. She looks upset.

"Derek, I actually have somewhere to be. I'm sorry. But, what are you doing tomorrow night around 6? Would you want to maybe meet here and study some more together?"

"That sounds great."

"Terrific, I'll see you then." With that, Addison strutted off, a visible smile across her face. Derek followed soon after, equally content with life.

"You look happy. Library that exciting?"

"No, Mark. Nothing like that. Just, I don't want to talk about it until I'm more sure ok?"

"Derek Shepherd, always cautious. Alright buddy, whatever you say. At least now we both have women!"

"Yeah, I guess we do." Thinking of Addison, Derek's smile creped back.

"Dude, I got to get ready, she's going to be her any minute. Can you get the door if she knocks?"

"Uh, sure." Derek responded absent-mindedly, still transfixed on her. He had never felt this way about anyone. There was just something about her that he felt connected to. His blankness was broken by a knock at his door.

"I got it, Mark." Derek wandered to the door, and suddenly felt all the air leave his body. That head of red hair was distinct.

"Derek?"

"Hi, Addison. What are you doing here?"

"I must have the wrong apartment. I'm meeting…."

"Hey, Addi." Mark swept in from the other room, fixing his shirt as he went to walk her in and kiss her on the cheek.

"Guess I have the right apartment."

"Derek Shepherd, Addison Montgomery. Addison, this is my best friend Derek." They shook hands out of common nature.

"We know each other. We have Thompson together."

"Thought so. Add, I'm almost ready. Derek, entertain her until I'm done?"

"Yeah, sure. So I guess you really did have somewhere to be."

"I did." She giggled awkwardly, not really sure how to handle the situation. "I met Mark about two weeks ago. We were always at the gym together and he finally introduced himself."

"You don't say? He mentioned meeting someone I just never caught her name."

"You ready?"

"Sure. Nice seeing you Derek. We're still on for tomorrow right?"

"Of course. 6 o'clock?"

"Great."

"Night, buddy." Mark put his arm around Addi's waist, closing the door behind him, leaving a stunned Derek standing in the middle of the room. Seeing Addison with Mark broke his heart a little, an emotion that both surprised and hurt him.