Derek paced nervously, wall to wall in his room. Rubbing his face with his palms.

"Calm down, Derek. If your that nervous, just wait." Tori, sitting in the end of his bed, laughed. He hadn't intended on letting anyone in on his plans, let alone Tori. But the little snoop had caught him playing with the ring that was now snugly nestled in a small black velvet box sitting in his jacket pocket.

"I've put it off for two weeks. I don't think I can wait much longer." He huffed.

"Well, then, tell Simon about it. Maybe he could help." she suggested. Derek sighed.

"I'm afraid she'll say no." he confided in a whisper.

"Derek, get real. Chloe stayed with you every time you changed and when you and Simon were dealing with your dad's death, she was there everyday. She is so in love with you, she wouldn't even register the word no." Tori said, trying to lift his foul mood. Since they had fought and won against the Edison group, she had let down her mean and rude persona and had become caring and friendly.

"Yea, you're right. I'm just over reacting… huff… I'll see you in a few minutes." he agreed.

Derek walked down the stairs and past Simon and Chloe playing cards in the kitchen.

"Der, where you going?" Chloe ask, sliding out of her chair, her feet hit with a thump as she raced over to cling on his tee shirt. She could feel the heat through his shirt. He pulled away from her and kissed her lightly on the forehead.

"I'm just going for a walk. Who's wining?"

"I am and Simon's a sore loser." She giggled, whispering the last part.

"Am not." Simon mumbled, jumping down to stick his head in the fridge. Derek chuckled and pulled away from Chloe to walk outside. He was sweating and his temperature was raging so he headed into the woods.

Half way through his change he saw Chloe coming through the forest towards him. His change had went farther then before and he was scared for Chloe. He loved her, he wouldn't put her in this type of danger. She was a few feet from him before she could make out his crumpled figure in the pitch black of the night.

"Chloe, Stop." he growled. She did as he said and stood perfectly still. He shuddered violently and vomit spewed into the bushes. Chloe reach her arm toward him and then thought better of it. Derek had told her to stay still.

"Derek? Are you okay?" Chloe asked, concerned. At his half human glare she cringed. He whimpered and turned away from her. A while after the change reversed and he redressed. Still laying in a sweating and tired ball, he quietly yelled for Chloe to come back. When she didn't respond he stood and walked to 'her' tree, the one she always hid behind during certain parts of his change. She was laying curled up on his jacket with the tiny black box cupped in her small hands. Derek smiled at her sleeping figure, she shivered. It was almost winter and after 4 years together, her small helpless figure still made him feel protective. Derek picked up her up and carried her to the safe house. When the got there, Simon and Tori were already asleep, Derek carried Chloe to her room and covered her shivering frame with a blanket. He was almost out the door when he heard her stir.

"Derek?" Chloe ask, still groggy with sleep.

'Yea." He stopped half way out the door. Chloe pulled the cover up to her chin and closed her ocean blue eyes.

"D, do you wont the box back?" She ask flipping her left hand out to show him the empty box, and the ring on her finger.

"Keep it." He smiled, as she settled back to sleep.