This songfic was inspired by Diavolita4Ever's wonderful fanvid. Thanks to all those who read and/or review. Thanks to Diavolita for the inspiration and I hope you all like it!

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"Little Grey," he said in a rough, deep voice. "Can I have a word?"

Her hair swished over her lab coat as she turned to face him. "Yes, Dr. Sloan?"

"You did a great job in surgery today." His eyes washed over her body. He tried to breathe. He couldn't help but think that the lab coat was white like purity, like her. Definitely not like him. And yet he could barely mutter the words he had called her over to say because he kept imaging grabbing her by her lapels and pulling her into the on-call room behind them. Chastising himself for dirty thoughts, he shook his head. But sex wasn't the only thing on his mind. As he watched her blush from his compliment and her eyes shone with pride, he felt more than sexual attraction. He actually adored Dr. Lexie Grey.

Something happened for the first time.

She smiled. "Thank you, Dr. Sloan."

Looking down he cleared his throat. When he looked back up at her, his face had its characteristic smirk. "Let's just hope you can keep up the good work without practicing on the lesser interns."

"Shut up!" Her blush deepened now and those pride-filled eyes flashed with the slight irritation he had grown to expect from her.

Deep inside, it was a rush. What a rush.

His smiled warmed ever so slightly, but still feigning mockery, he said, "Relax, Grey. Maybe I would have tried to do the same when I was an intern—if I had had the balls."

She broke out into a smile that brightened her face and in turn brightened Mark's spirit. "Are you saying that you're envious of me?"

"Don't be stupid," he said scoffing. "You're pathetic, remember? Not stupid."

"Right, right," she said, nodding, furrowing her brow in mock agreement. "How could I forget?"

'Cause the possibility that you would ever feel the same way about me, it's just too much

He knew he should not ask. He knew Derrick would kill him. He had to ask. "Speaking of…are you still?"

"Still what?" she said, frowning from confusion.

"Pathetic," he said, hoping his blue eyes didn't give away how much he hoped that she wasn't.

"Oh." Her chin fell until she was looking down at the ground, hair falling over her cheeks. "It's a day by day process of cleansing myself from all pathetic-ness," she said.

She sounded a little helpless and heartbroken, like a young girl. He quickly glanced down the hall to see if anyone was there; he had the compulsion to brush the backs of his fingers across her cheek, the pad of his thumb over the curve of her bottom lip. But he stopped himself and put his arm back down. She hadn't noticed the failed attempt.


Why do I keep running from the truth?

Throwing her head back up, she grinned and said playfully, "I've got a regimen and everything. Even bought a moisturizing de-loserizing bodywash."

"Funny," he said dryly. "But you're not a loser either. O'Malley is for not noticing how great you are."


All I ever think about is you

"Thank you," she said, blinking. Waving her hand in front of her obligatorily, she added, "And the same can be said for Dr. Torres."

Squinting, he cocked his head. "What?"

Her head bobbled in surprise at the look of confusion in his face. "Callie Torres—she's an idiot, too, if she can't figure out how much you care about her. I realize she's getting over a lot of issues, but I mean, it's obvious that—"

"I don't want, Callie." Shaking his head, the confession came bluntly and honestly before he could think. "She's a friend and a hell of a woman, but we're just friends." Did she really not notice how often he stared at her? How intently he was looking at her now? How close he stood? It took a warning from Derrick for him to realize who he really wanted. What would it take for her to realize it too? He licked his lips nervously. No woman ever made him this nervous. He felt like an awkward teenager again—and yet, he also had never felt more comfortable with a woman than he did with Lexie Grey.

You got me hypnotized, so mesmerized

Stammering, the redness returned to her face. "I'm…I'm so sorry, Dr. Sloan. I just thought—"

He stepped slightly closer. His voice dropped lower and his eyes trained on hers. "What made you think that I wanted Callie?"

And I just got to know

She shook her head. "I don't know." Looking away, she said, "I've heard that you sleep together."

Inwardly, he winced. This was one time he wished his history didn't precede him. "You've never slept with someone for more than just love? For comfort? You've never wanted to experiment with someone?"

Do you ever think when you're all alone

"Of course I have," she said more forcefully than she had meant to. She took a step back.

Her saw her receding and toned it down. Instead of being seductive, he asked truthfully with a thickness in his throat, "Don't you ever get lonely?"

"Pining over a nonexistent relationship?" she asked, laughing softly. "Gee, why would I be lonely?"

"Be serious for a moment, Little Grey," he said, admonishing her.

Raising an eyebrow, she asked, "You want me to be serious?"

"Hey," he said briskly as if insulted. "I can be serious."

"Try me," she said with a daring hint of a smile.

Taking a deep breath, he asked, "Have you ever thought about finding someone that wants you back?"

All that we can be? Where this can go?

Blankly but not sarcastically, she asked, "Have you?"

The breath escaped him as if she had hit him in the chest. She was more intuitive than he had given her credit for. His smile was cockier than he felt. "I asked you first." Her chuckle rippled through the air and caught him by surprise again.


Am I crazy or falling in love?

"Yes," she said, nodding, "I think I'd like to find someone that didn't make me feel like George does."

He could see her vulnerability and honesty. Damn Derrick Shepherd for ruining his friendly attending-intern relationship with her. Now he wanted to do much more than sleep with her. He wanted to hold her and tell her that no one would ever hurt her again like O'Malley did, that he certainly never wanted to hurt her.

Is it really just another crush?

"What about you?" she asked in a pleasant tone as if she were asking if he had just went to the store.

"What about me?" He was trying to find his way back out of his thoughts and into the conversation.

Her forehead wrinkled. "Are you looking for someone?"

Damn straight I am, he thought, staring straight into her questioning eyes.

Do you catch a breath when I look at you?

Sighing, he looked away. "I'm not sure."

"It doesn't seem like you to be confused, sir," she said with her young, innocent yet wise look she often gave. "What happened to telling a woman how you feel?"

He studied ever change in her tone, ever twitch of her body for an answer. "What if I don't know how I feel?"

Her eyes stared into his for a few moments before darting away. She tucked a loose strand of hair behind her ear.


Are you holding back like the way you do?

Opening his eyes wide, he took a step back and said in a fake tone, "We're too sober to be this melancholy."


'Cause I'm trying, trying to walk away but I know this crush

She smiled, laughter barely passing through her lips. "That's what happens after a 30 hour shift."


Hitching his thumb towards the exit, he said, "I'm about to change and head to Joe's. Want to come?"

Ain't goin' away

"What?" she asked, her head tilting to the side.

He rolled his eyes. "Come on, Grey. George will still be there when you get home." The words hurt him to say more than he expected.

"Nnn-no," she stuttered, shifting her weight from one shoulder to the other and then back again. "I didn't mean…It's just…It wasn't about George."

His heart flitted with relief. He tried to ignore it. "You just don't want to go to the bar with me."

Has it ever crossed your mind when we're hangin,' spending time girl

"No—"

Are we just friends?

He had to persuade her. Now they were back in his territory and he shown his feathers like a prideful peacock. "We've had drinks at Joe's before. You need a break from this hospital, from your apartment."


Is there more?

"It's not that." She played with her hands, waving them idly in front of her. "You've never asked me to go before." Her nose wrinkled and her voice caught in her throat when she said, "No one has."


Is there more?

He looked at all of her again. He could see her pain and her hopefulness, her pride and playfulness, her wit and naïveté, her intelligence—she showed it all in her face, in her movements for all to see. "Well, now someone has," he said protectively, urging her. "Don't refuse the offer just because I was the one who offered it."

"I wouldn't," she said, her eyelids batting closed. "You're not this villainous rogue you like to paint yourself as."

He cocked his eyebrow, a smile slanting in the same direction. "No?"

See it's a chance we've gotta take

"No," she said, shaking her head. "But what I couldn't figure out was why you asked me instead of someone else."


Cause I believe that we can make this into something

He puckered his lip as though in thought. "Well, it could be because you're the first attractive woman I've run into tonight." He watched her fake surprise and admonishment until his own smile turned honest and his tone became sweeter, saying, "Or it could be because I like talking to you."

She gave him a quick nod. "Okay," she agreed. "I'll meet you out front in fifteen minutes?"

He told her he would, but as he started to walk away, he added, "You know, I think the real reason is that I like that photographic thing you got going on. Could you recite to me what all the nurses said about me today?"

That will last

Equally as sarcastic and playful, she said, "I could, but you wouldn't like it."

Taking his stethoscope from his neck, he said, "Just tell it to me like you're talking dirty. Makes all bad news sound better."

Last forever

"I'll try to remember that next time I tell a patient he's dying," she said, pointing to him.

Forever

His smile was true and happy. "It'll work—trust me." They walked away, neither realizing how quickly they rushed to be back in the lobby. She was wearing a blue button down shirt and dark blue jeans that fit her trim curves perfectly. He wore a black tee-shirt and white and black striped button down over it that went tight across his firm chest. His black leather jacket showed off the sharp angles of his face.

Frowning at her as she walked up to him, he asked, "Is that the only coat you have?"

"What?" she asked, looking down at the light jacket she held in her hand. "It's not that cold."

"It's freezing." He took of his leather jacket and put it around her shoulders. "If I get pneumonia, intern, I am specifically requesting that you nurse me back to health."

It seemed as though she couldn't help but smile when around him. "Thank you for the jacket," she said. "I'll try not to overmedicate you with antibiotics when the time comes."

"That's all I ask, Little Grey," he said as he walked through the sliding doors with her.

But I know this crush ain't goin' away

They chatted and discussed and debated from the door to across the street, inside the bar, and until they told each other goodnight. It was the first time Mark Sloan had resisted the urge to kiss a woman goodnight and he was glad that he had.

A woman like Lexie Grey was worth the wait.

Goin' away
Goin' away

The end.