A/N- So this has been sat in a folder on my laptop for a really long time now, and although Having It All is still my baby, I thought I'd share this too. Unlike HIA it does have a finite end, and I have a few chapters banked already! Enjoy!

"Is Meredith still in the bathroom?" Izzie asked as she served up breakfast for her George, Meredith and Cristina who had been called in for an early morning conversation in bed with Meredith that day.

"Just give her a minute, she's not feeling great today, she just needs a minute to…" She was interrupted by Meredith entering the room, a few stray tears on her cheeks, eyes red, a wad of tissues in her hand. Cristina raised her eyebrows in an effort to make her talk.

"So…" She prompted.

"It's positive." Meredith choked out. "I'm pregnant." Her friends stared at her, wide eyed digesting Meredith's revelation. It felt like ages that they stayed in that position, almost frozen to the spot as the implications of Meredith's words reached the three of them. Cristina, having been called in the small hours, when Meredith realised her period probably wasn't going to come just because she begged her uterus, to deliver a pregnancy test, simply rolled her eyes and went back to her cereal. George and Izzie however stood dumbfounded.

"Okay, you can say something now." Meredith looked at the shocked faces of her best friends, open mouthed and in total disbelief at her words.

"Are you totally stupid?" Izzie asked her "You're a doctor, an intern, why the hell didn't you use protection? You and Finn have barely been dating a few months." Meredith felt her cheeks flush as she realised just how much explaining she had to do.

"It's not Finn's" she admitted, looking at the floor. Cristina was the only one that knew the extent of her relationship with the vet, and she hadn't intended to let the rest of her friends in on the secret.

"Then who?" George ventured, his brow furrowed until he realised. "Derek? When did you have…?"

"Prom." Was all that Meredith was able to muster, totally ashamed of herself regardless of how wonderful it felt that night.

"Oh my god Meredith, prom?" Izzie said in total disbelief. "You are like teenagers. You are part of the prom night statistic. I can't believe that you didn't even think about using protection."

"I… We did," Meredith Lied knowing full well that neither had been thinking about the consequences of their exam room adventure. "I guess it must have broken or something, hence why I'm now in this mess." Meredith stammered back, the hormonal tears starting to appear in her eyes.

"You know condoms are only 97% effective." George informed them. "It's actually quite possible that everything they did was right but the sperm still got through and if the egg was in the right position in Meredith's fallopian tube…"

"Okay, can we all just stop talking about my hoohoo and all things connected to it please? I don't even… I just… Cristina?" She looked towards her person, looking her in the eye as she silently begged for a solution to the situation she found herself in. Cristina sighed and stood up staring at the door.

"Don't look at me, I didn't do this. And I can't change the fact that there is now an embryo in your uterus. I don't know what you should do, you can keep the baby or I don't know have an abortion, use your legal right to choose or whatever, give the baby up for adoption. No one can decide that for you. Not us not Mcdreamy, you. You have to do what feels right, but you do have to tell him."

"Why?" Meredith exclaimed not wanting to ruin what semblance of a relationship they had left. It was civil, he was working on things with Addison, and he and Meredith were cooperating in the OR again. It was friendly. She really didn't want to ruin that. Deep down she knew Cristina was right, she just wished there was a way of doing this without the shocking revelation.

"Because," Cristina said, looking back at Meredith and raising an eyebrow, another silent thought passing between the two.

"I know," Meredith sighed in surrender, looking at the ground, tears beginning to fall down her pale cheeks. George put his arm around his friend stroking her arm as she took some deep breaths, trying to avoid the nauseous feeling she got when she thought about telling Derek that she was pregnant with his baby. He rubbed her arm gently, pulling her towards his chest where she silently sobbed, trying to avoid Izzie's disgusted gaze, or the sad look in Cristina's eyes.

"Whatever you decide, we'll support you, right guys?" George prompted, the two women nodding in agreement, causing Meredith to crack a small smile.

"Thank you," she whispered, wiping her eyes with her fingers. "I just need some time to figure it all out. I'll tell him though, I guess I owe him that much at least. If nothing else, it proves that no good can come from sex at the prom. Totally glad I didn't go to mine now."

They finished breakfast in an awkward silence, taking two cars because they were off at different times that day, and Meredith's news had shocked them all. They each needed to process their feelings towards Meredith's infidelity and the life that had been unintentionally created as a result. After a quick stop at the bathroom for Meredith, the four of them set about putting on their scrubs and lab coats, ready for when Bailey came to collect them for rounds.

"I'm on Dr. Shepherd's service today, I can tell him you need to speak with him. And then we can all meet for lunch later on." George said sweetly, smoothing the collar of Meredith's white coat.

"That'd be good George," Meredith smiled, trying to cover her red eyes so that they would be less obvious to her colleagues and patients. Dr. Bailey entered the lounge seconds later to give them their places for the day.

"Stevens, welcome back, you'll be observing Webber today and I mean observing. You are on probation from here on in. If you want back in surgery then you earn it. You don't like it, you take it up with him. Yang, Ortho, O'Malley, you're in the pit with Karev,"

"But I'm supposed to be with Shepherd today," George whined, looking sideways at Meredith, who looked as though the sky was about to fall, If George wasn't on neuro, that could only mean one thing.

"Well you'll have to take it up with him. Dr. Shepherd has requested Dr. Grey on his service today." She looked at her intern, who by this point looked to be on the verge of a breakdown. "You okay Grey?" She asked, her motherly side peeking through for a second.

"I'm fine, honestly it's nothing, and I'll try and pull it together." She shot a small smile at her resident as she walked towards the door to find Derek.

"Okay," Bailey mused, unconvinced. When Meredith Grey was this close to losing it at work, there could only be one man involved.

"You requested me Dr. Shepherd." Meredith announced as she met him at the nurses' station, deliberately avoiding his gaze.

"Yeah, I did." He replied, still looking at his chart. "We have a spinal tumour in a seven year old, I thought you might like to… Hey, are you alright? You look like you've been crying." He spotted her red eyes and became immediately concerned.

"I'm fine," Meredith smiled at him, leaving him too unconvinced that she really was fine.

"Fine fine or Meredith fine?" He asked, knowing there was a considerable difference between the two. The latter meaning anything but fine.

"I'm fine Dr. Shepherd, where's our patient?" She changed the subject in the hope that he'd drop her sad demeanour and get back to the real reason she was here.

"He's right this way. His last scans showed some growth, but it's still not appearing to have wrapped itself around any of the major vessels, he is getting some pain now, more than before so we're going to operate today, before…"

"Before it impinges on his spinal cord enough that he becomes paralysed, because a tumour like this could start feeding off one of the vessels causing it to grow so large that you might not be able to even leave him with any sensation below the area." She said looking at the scans he held up.

"Exactly, his parents have signed the consent forms, we just have to check his vitals and get him prepped. I'll see you in OR 2 at 8." He left her at the door of the boy's room, watching as she introduced herself to the family and began prepping the patient and asking the last minute questions his parents had. He walked through the halls until he spotted Bailey by the elevator.

"Bailey!" He called out to her and she turned to look at him, lips pursed, clearly about to deliver one of her speeches.

"What did you do to my intern?" She questioned him sternly.

"I haven't touched her, I asked her what was wrong and she just says that she's fine, she won't say anything to me. I was going to ask you if you knew what was wrong. Hey, why do you assume it's my fault?"

"It's always your fault, Meredith Grey is a damn fine surgeon until you do something to make her look like she's about to jump off a bridge. You with the hair and the fancy neurosurgeries making her think she has a shot with you before you announce that you're married, or just change your mind about being part of a relationship that could've had serious consequences for her career. Now I don't know what you did or why, or even why she let you hurt her, again. But you better figure it out, cause if she comes in looking like that one more day this week then I am gonna kick your ass so hard that you're not gonna be doing any fancy surgeries for a good long while, am I making myself clear?"

"Crystal," Derek swallowed looking at her, slightly terrified, but ultimately more determined to find out what was wrong with Meredith.

He headed up to the OR where she had just finished prepping him and was making her way towards the scrub room.

"Do I need to scrub?" She asked gingerly, still refusing to make eye contact.

"Er, yeah, you can hold the clamp, and suction if you like." He said as she grabbed her soap and started the water so that she could scrub in. "Meredith, about earlier, are you sure there's not something you need to talk about? I mean you can tell me anything." He looked at her with the same concerned glance he had when she'd hyperventilated in the storage closet a few months before.

"You're about to operate on a seven year old," She told him. "I think that should be your priority right now Dr. Shepherd."

"Of course," He stated trying to match her professionalism whilst still being worried about her. "But after, I'm worried about you that's all."

"Well that's not your place anymore," She announced, shaking off her hands and walking into the OR, the automatic door closing in his face as he watched her dry her hands and take her position at the table ready for surgery.

As always Meredith was fascinated by the surgery, watching each tiny movement within the boy's spine, so meticulous so as to not damage the cord or the nerves surrounding it. Derek worked with his signature precision and it gave Meredith thrills to think that she could do something like that one day, maybe not so well but she had a good role model, even if she couldn't bring herself to look him in the eye just yet. He praised her skills in suctioning gently when it was required, quick to react when there were tiny bleeders, clearing the field of vision quickly and precisely. She could feel his eyes on her every time he looked up from the patient, and she knew he was itching to ask her what the matter was, but didn't for the sake of professionalism. She tried to think of anything but telling him that she was pregnant, but her thoughts only reached as far as how she was going to tell her mother, not that she'd understand. If she were lucid, she'd only ask what Meredith was planning to specialize in, and scream at her for being ordinary, for letting a night of idiocy plan out the next eighteen years for her. It would be that long. And she'd be a mother forever. She could do as Cristina said and exercise her legal right to choose, but she was a healer, she was against physician assisted suicide, and she was pro-life, on the organ donor list as soon as she could be. She couldn't kill a foetus, especially not one that was half Derek's DNA, part of the man she was still hopelessly in love with. A man who was still working on his marriage, his marriage to a woman that she couldn't hate, no matter how hard she tried. She wasn't sure she could abandon a child either, she had always felt abandoned by her father and second place to her mother's career, she couldn't leave a child feeling like that. She took a shaky breath as she realised she'd just decided what she wanted to do. She was going to have a baby. Admittedly she'd probably be alone, but she had George and Izzie, and Cristina, and her mother's estate would more than pay for the child's early years if she chose to stay at home. It could work. Derek could be involved or he could not be, but either way in around eight months she would be a mother. It terrified her to her very core, but she felt different now too. Something had changed, she wasn't just living for one now but for two. She resisted the urge to stroke her stomach, something that even just a couple of hours after she suspected she was pregnant, she was so accustomed to doing, already growing attached to the creature fuelled by her changing body. She was brought out of her thoughts when Derek pulled the minute tumour from the spine, placing it in a basin that the nurse had offered up to him.

"Tumour's out." He announced to the OR, smiles reaching everyone's faces as he began to clean up the area and close. She was proud to be part of the team that gave the little boy the rest of his life back. Derek it seemed was very good at giving life.

He closed quickly but carefully walking away from the table when he was satisfied with his work, Meredith following shortly after. She began to scrub in silence, knowing that he was once again looking at her, his eyes burning holes in her skin.

"Dr. Grey, when you've finished scrubbing, can I see you in my office please?" He requested, aware of the other members of the surgical team were within earshot.

"Why?" Meredith asked, he voice shaking a little, her professional attitude slipping slightly at the request.

"Because if something is getting to you so badly that you can't even look me in the eye, then that's something that could become a problem in my OR so I think it's appropriate to discuss it." There was a tone of almost anger to his voice, one she hadn't heard since Katie Bryce, and not one she had planned upon hearing again.

"Okay," she whispered, willing him to go away so that he wouldn't see the hormonal tears building in her eyes.

"When you're done then." He stated, a little more softly, Meredith nodded and he left the scrub room, the tears sliding down her cheeks as she relished the last uncomplicated moment of Derek Shepherd's life, because, she was about to send everything into a crazy complicated mess.

She rode the elevator up to the fifth floor, trying to figure out how she could break the news to Derek that he was going to be a father in just eight short months. She hesitated at his door taking a deep breath before knocking gently.

"Come in," came the voice from the other side, making her feel like she was back in the principal's office waiting to be told off. She opened the door slowly and shuffled into the room sitting across from him, staring at her converse-clad feet. He was facing away from her, clearly furious. She knew that the minute he turned around she'd hear about it, and how she didn't deserve to be in the OR if she couldn't behave appropriately.

"Meredith," Derek said sternly and she raised her head so that she was looking at his chest, his face smiling at her from his name badge. She knew he'd have his angry face on, she waited for the onslaught but it never came. She looked up a little more, her eyes focussed on the stubble on his chin and his throat. His face softened at her vulnerable look. Taking a breath before he addressed her again. "Meredith," he said again wheeling his chair over to her and putting his hands on her knees. "Tell me what's wrong."

"I…can't." She stammered, the tears pricking her eyes again. "I can't, it's too much to put on you, I…" He pushed her hair back behind her ears, forcing her to look at him.

"I promise, whatever you say, it's not going to hurt anyone, and I'm worried about you. I care about you. You are my friend, and clearly you're hurting so I want to help you, and if I can't I want to find someone who will."

"Derek, I can't." She whimpered her shoulders shaking as the tears fell. "You can't do anything."

"Well at last let me try." He offered, rubbing her arms with his hands. Meredith shook her head. "Why not? What could possibly be so bad that you couldn't tell me?" He gave her his signature head tilt and she finally met his gaze, her breathing shallow as she tried to compose herself. She shut her eyes and said the words that she'd been dreading saying since she found out.

"I'm pregnant." Derek's face dropped as he processed her words, pulling his hands away from her and running them through his hair, rubbing his stubble as he tried to think of something, anything to say to her, anything to comfort her. "It's yours in case you're wondering. Prom night. We didn't use one. I thought we were fine, I bled for a couple of days where my period should've been, but when it didn't come this month, I peed on the stick and it said I was pregnant, so I stole four more from the clinic and they all said the same thing. "I'm pregnant, Derek."

"Wow," he breathed, blinking as if it would change things. "What are you going to do? Do you know yet?" He looked scared and she hated that she'd done that to him, but he had been as much of a part of that night as she had, and if she had to deal with it, so did she.

"I'm going to keep the baby, I think. I have a little money, so if I decide I want to stay at home I can support both of us. You can choose to be involved or I can bring it up on my own. You don't have to do anything you don't want to." She opened her mouth to say more, but Derek stopped her.

"I'm in." He said sternly. "I want this baby. I'll come to the recitals and the graduations and take it to the game on the weekends. This is my child, I want this, I… I'm in."

"Derek, you need to think about this. You have Addison and your family back in New York. You have to think about them too. I know you want to do the right thing by me and the baby, but you have to the right thing by the other people in your life. I have George and Izzie and Cristina supporting me. It's not gonna be very nice for you if you have no one there when things get hard. I'd love to have you in the baby's life, but only if it'll make you happy. Look, I promised I'd meet them for lunch so I have to go. Think on it, and if you really want this then I'll be in OB on Thursday at 9am for a confirmation appointment, my OB squeezed me in on short notice. You can't make this decision without giving it a lot of thought. Just think about it." She walked out of the room, a weight lifted from her shoulders, he knew. Now the ball was in his court, if he wanted in then fine, if not then at least he knew. She breezed into the cafeteria, considerably more cheerful than before rounds, and her friends quickly picked up on it.

"You told him," Izzie guessed as she sat down. "So?"

"I said he could be as big of a part of the baby's life as he wanted, but that he had to decide if that would make him happy or not. And if not then he has an out."

"So you're keeping the baby?" George observed, raising his eyebrows a little.

"I am," Meredith said biting her lip a little. "I know it's not ideal, but I want you both to stay. The baby can stay in my room until its old enough to need its own, then I can convert my mother's den or maybe the attic. I'm gonna need you guys when I freak out and when I get scalpel hungry you can tell me all about your surgeries."

"What'd I miss?" Cristina asked as she slammed her tray down on the table.

"Meredith's keeping the baby." George told her

"And she told Mcdreamy." Izzie added. Cristina nodded, unsure of what to say.

"So what did Finn say?" She asked as if it were the most obvious question in the world.

"There's the catch, I have to tell him tonight that I got pregnant with another man's baby whilst I was withholding sex from him. He's a good guy, he deserves the truth. He knows something went on at the prom, but he's too polite to say anything. He's such a good guy and I know this is too much for him. He's not ready to take on another man's baby. If it were his, he'd be down on one knee, but this. He might try to be here for me, but he couldn't care for it the way he'd want to. Oh, it's gonna suck. Damn Mcdreamy's stupid boy penis!" She rested her head on the table before getting up and stabbing her salad hungrily.

"I'll drink to that." Cristina said raising her water, smiling with pride at Meredith's strength, her attachment to the pregnancy. It wasn't the same for her as it had been for Cristina, but there was no denying that Meredith was, in a twisted way, almost ready. She had made her choice and that made her happy, there was little more Cristina could ask for than that. The rest of lunch was silent as each of them considered how Meredith's pregnancy could be life altering for all of them. But Meredith was smiling, she was looking ahead, she was a little less dark and twisty and she was already making decisions for her baby. Strange and unexpected as it was, it seemed Meredith Grey was very much already a mom.

A/N- feel free to leave me a comment or two!