Disclaimer: I don't own, nor do I have any affiliation with Grey's Anatomy.

COUNT ON ME

A/N: What happens when best friends pretend to be something more? This was the question that started the idea for this fic. It will be AU, most definitely. I realise that not everybody likes AU fics but this is just something I wanted to write. It's been rolling around in my head for some time, so I finally began to write it. I'm not sure how long it will be, I guess we will see. This fic will be Mer/Der, because really, I don't write anything else...lol. I'm going to try to update as regularly as I can. Hope you like it! If there is any interest, I'll keep it going. Thanks for reading. :-)

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Meredith struggled against the sheets twisting around her body, yet only managed to aid the sheets in their efforts to confine her to her bed. She was in the throes of a nightmare, which in itself was not unusual. As a little girl she had been prone to them. The vivid nightmares that sent her quivering and shaking down the hall to seek what comfort she could from her parents. Comfort that had never, ever come to fruition. She would stumble as she groped her way in the dark, fear causing her legs to shake and shudder as she frantically sought for the one thing she could she knew she would never get. Because she was alone. All alone in the big, dark house. All alone because the man who had promised never to leave her had packed his bags and walked out, leaving her to face growing up alone. Night after night Meredith would wake up and wander down the hall, only to be greeted with the empty bed, the empty room, the empty house. While her mother worked all hours at the hospital, Meredith suffered her own individual form of torture knowing that when the inevitable nightmare reared its ugly head, no one would be there to soothe her, to tuck her back in and assure her everything would be alright. No one was home to check under her bed for monsters, or scare away the ghost she was sure lived in her closet. Instead the small, frightened little girl would lock herself in the bathroom with her one-eyed teddy bear and rock herself backwards and forwards until the fear gradually began to fade away. It had taken two years before she had managed to suppress the nightmares, two years before she had forced herself, at age 8, to stay in bed rather than retreat to the locked bathroom. Eventually the fear had faded and she had overcome the images that she could never remember come morning.

But now the nightmare was back. At 24 years old she thought she had outgrown them, that she had managed to blot out the part of her life that stirred up memories better left buried. Yet they must have been closer to the surface than she had realised.

With a great gasp Meredith woke up and sat bolt upright, her pulse racing furiously in her chest and the beat thundering in her ears. She wiped the hair out of her eyes and reached over to flip on the lamp. As the light spilled out into the room it fell upon the edge of the letter sticking out of the drawer where she had haphazardly stuffed it not 2 minutes after it had arrived. All it had taken to bring the insecurities rushing back was that shiny gold envelope.

Meredith pulled the blankets up under her chin and settled back against the pillows, never taking her eyes off the small edge of paper peeking out at her. Should she or shouldn't she? Was it worth the risk? Look what had happened from merely reading his name. He had obviously moved on. The envelope proved that. Wasn't it time she did the same? But how could she move on if she never reconciled with the past?

Meredith gave a deep groan and pushed the blankets away and slipped out of the bed. She padded across the carpeted floor and stood facing the chest of drawers with her arms at her sides, her hands balled into tiny fists.

"Oh for God's sake," she muttered, furious with herself. "Just make a decision!"

She raised her hand, grasped the corner of the envelope and yanked. Hard. The gold paper shimmered in the light as it sprung free from the drawer and lay in her hand. She opened it up and pulled out the invitation, rereading what she had read only that afternoon.

Mr Thatcher Grey and Miss Alice Hall request the pleasure of your company at their marriage celebration to be held on...

It was as far as she could get. He was getting married. Why he had thought to invite her was beyond her. She was his daughter in name only, and had been for years. She hadn't seen him since he had walked out the front door into the rain and never looked back. No birthday cards, no Christmas cards, no contact of any kind. So why he wanted her at his wedding she would never know. This was actually the point, if she cared to think about it in detail. If she was honest with herself, she would have to be willing to admit that she wanted to know why he had bothered to send her an invitation. Why, after 18 years, did her absentee dad want to see her? She turned and walked towards the bed and climbed back in under the covers, the invitation clutched in her hand. She had to make a decision. To go, or not to go, that was the question. It was only a case of a simple yes or a no. Only there was nothing simple about it. If it was simple she wouldn't be up at 3.30 am, her stomach churning with indecision.

Meredith reached over and picked up her cell phone from her bedside table and dialled the number she knew so well. The first tear fell down her cheek as her call was answered.

"Hello?" The husky tones of the one person she could trust implicitly broke through the last of her defences.

"Derek?"

"Mer?" Derek croaked out, blinking his eyes rapidly in an attempt to wake up.

"Yeah." Her voice was quiet, reserved.

Derek struggled into an upright position and glanced at the red digits flashing on the alarm clock next to his bed. 3.32 am. He gave a deep groan and rubbed his hand over the stubble growing on his chin.

"Mer, what's wrong?" He asked.

"Nothing. Well, it's just...no, nothing's wrong." She said, stumbling over her words.

Derek frowned, concern lining his forehead.

"You called me at 3.30 in the morning. Something is obviously wrong, Mer. And I know you're crying." Derek said softly, his voice a gentle caress.

"How...how do you know that?"

"I can hear that little catch you get in the back of your throat when you are trying hard not to cry. I bet you are in bed right now, twirling a strand of hair around your fingers. You feel bad that you woke me at some ungodly hour or the morning, but you don't feel bad enough to let me go back to sleep. Right now you are wondering whether you want to tell me whatever it is that you called to tell me, but you're going to anyway." Derek replied.

Meredith pulled her fingers away from her hair and stared down at her hand. It never ceased to amaze her just how well Derek knew her. It shouldn't, really. She knew him just as well. The reason they were best friends became abundantly clear. He could tell what she was thinking, or how she was feeling, often before she had even admitted it to herself. He was the one constant in her life, the one person it would hurt the most to lose.

"He's getting married." She whispered, almost as if saying it out loud meant she had to make her decision there and then.

Shit. Derek didn't need to ask who she meant, the pain in her voice spoke volumes. Meredith was strong in many aspects of her life. She didn't crack under pressure. If you were lucky enough to gain her loyalty, you had it for life. She was independent, but then she had had to be. Whether that was something she was born to be, or whether it was a case of necessity was hard to say. Either way, she could take care of herself. Unless her father's name came up. His abandonment had hit her hard. Harder than anything else in her life. When he was mentioned, even in passing, she clammed up. She didn't often talk about what life was like for her before he had left, but Derek was under the impression that she had adored him. He had been her everything, only to leave her with nothing.

"When?" Derek asked, closing his eyes and rubbing his jaw.

"In a few weeks. The invitation went to my old place and was redirected here. I only got it this afternoon. Derek, what do I do?" She asked softly, desperation creeping into her words.

"You mean, do you go?"

"Yeah. I have to rsvp and I...I don't know what to do." Meredith answered, throwing the blankets that suddenly seemed too heavy for her legs away from her and swung her feet over the side of the bed. "Why now? Why does he want to see me now? He had 18 years to see me and he didn't want to, so why now?"

"I don't know, Mer." Derek said softly. "You never heard his side of the story. Maybe he had a reason to stay away."

"And maybe he didn't." Meredith replied, bitterness lacing her words.

"So that's what you are afraid of." Derek said matter-of-factly.

"I'm not afraid!" Meredith protested.

"Yes, you are. You're afraid that if you go to the wedding, if you take this opportunity to finally confront him, that he won't have any answers for you. You're afraid that the last shred of hope you have will be smashed to pieces. If he doesn't have any excuses to offer then he is exactly what you think him to be. That's what you're afraid of, Mer."

Derek waited for her reaction. None came. There was silence on the other end of the phone.

"Mer?" Derek prodded. "Come on, talk to me."

Silence.

"Meredith."

Derek heard her give a deep sigh that ended with a sob.

"Sometimes I hate how well you know me." Meredith responded.

Derek gave a small laugh. "Yeah, but you love me really."

"What if he walks away again?" She murmured, her question confirming what Derek already knew. She was more than afraid. She was terrified.

"What if he doesn't?" Derek challenged back.

"I'm more worried about the first option, to be honest." Meredith replied, wiping her eyes.

"I know you are. But wouldn't you rather know for sure? I know you. If you don't go you will wonder for the rest of your life. You've had 18 years to get over him leaving and you haven't, Mer. Can you really live with that wonder forever? Is the truth really worse than never knowing?" Derek answered.

"I don't know. I don't know, Derek. I never understood why he left. But it's more than that. He doesn't know how much I missed him, or how much he missed out on. And I want him to know those things. I want him to miss me like I..." Meredith broke off.

"Like you missed him." Derek said, finishing her sentence in the way only he could.

"Yeah." She said quietly.

"So go to the wedding. Get your answers. Find out what he's like now. 18 years is a long time, Mer. A lot can happen in 18 years."

"I can't go by myself." She responded quietly, nervously gripping the invitation in her hand.

"Are you asking me to come with you?" Derek asked.

"Only if you want to. I know that it's alot to ask, but I can't go by myself. I mean, I can, but I...it's just that...I..."

"Mer! Stop rambling. Of course I'll come with you." Derek replied, shaking his head and smiling slightly as he listened to her nervous chattering.

"Really?" Meredith asked, holding her breath.

"Like it's even a question." Derek responded.

Meredith let out her breath and felt the nerves begin to lessen in her stomach. Derek would go with her.

"I'm sorry I woke you so early. I just...I'm sorry."

"It's fine. Don't worry, I'll be sure to return the favor." Derek smiled.

"Okay, well...goodnight, Der."

"Night Mer."

Meredith was just about to hang up when she heard Derek call her name.

"Yeah?" She questioned, snuggling back down in the bed, feeling the weight leave her shoulders.

"I'll come see you in the morning, alright?"

"Yeah, thanks Derek."

"Anytime."

Derek hung up the phone and slumped back against the headboard. He was happy that, at least for now, he had managed to help her. When she felt pain, he felt pain. Her loss was his loss. Yet when she was happy he felt like the sun was at its brightest, that nothing could ruin how happy he was as a result. He had been in love with his best friend for years, only he couldn't tell her. She was his everything and he feared that telling her how he really felt would jeopardise their friendship. He was happy with what they had now. At least as happy as he could be when he wanted more. He wanted everything from her. He wanted more than friendship, but telling her was impossible. He would never do anything to risk losing the only woman he had ever loved.