Disclaimer: No, unfortunately, I do NOT own Alias or Grey's Anatomy. However, I do own any and all children that appear in this story. I have started this story as a crossover on and thought I'd post it up here as well…for fun. So hope you all enjoy! Oh, and mostly, I've tried to keep everyone in character but it's also how I want to see everyone behave. LoL

Spoilers: None really because it's AU.

Ship: Derek & Meredith (Grey's Anatomy); Sydney & Vaughn (Alias); etc.

Summary: AU: crossover between Alias and Grey's Anatomy. Who's having fun now?

Chapter 1:

Seattle, WA

"Meredith, just listen to-" Dr. Derek Shepherd began.

"No, Derek. I don't want to listen anymore. I am tired," she stressed, feeling exhausted from her 12-hour shift and from the past six months of Derek and Addison Shepherd constantly bickering around each other and her, only to have them complete the divorce process last month.

"But, Mer, if you just let me get this out," Derek said, on the verge of begging.

Meredith stopped walking and turned abruptly to face him. "Spit it out then." She crossed her arms and impatiently tapped her foot on the tiled floor.

Derek sighed and placed his hands on his hips. "I know you don't want to hear this again, but you have to know that I'm extremely sorry for everything that happened since Addison showed up." He hurriedly continued, "I was an asshole for even trying to go back to her and work things out when clearly, it wasn't meant to be."

"All this time, I couldn't keep my mind off of you. Why? Because there's something about you that makes me fall for you harder each day," he said, ending his speech in a whisper. "I just want to love you. I choose you…will you choose me?" he asked, holding his breath.

Meredith, tears filling her eyes, stood there – speechless. "I-I don't know what to say," she whispered, covering her mouth with her hand as if to hold back the sob that threatened to come forth. She swallowed with difficulty and tried again. "I need some time to think," she finally said. She placed her hand on his forearm in a friendly gesture. "Until I make my decision, we're still friends. Okay?"

Derek nodded, satisfied that she hadn't just run off and ignored the situation. "Thank you," he whispered. He reached up and squeezed her hand. "Take all the time you need. I'm willing to wait until the end of the world."

Meredith smiled and shyly broke their eye contact. "I better go finish my rounds," she said softly. She slipped her hand from his and headed down the opposite direction from where she was heading before.

Lost in thought, she nearly ran into Izzie as she turned the corner. "Oh, sorry Iz!" Meredith exclaimed.

Izzie laughed. "What's on your mind? McDreamy again?" she said teasingly.

"Umm, well…yes," Meredith answered, shocking her friend. "He apologized again for everything and told me that he hasn't been able to stop thinking about. That he loves me and chooses me." She sighed and ran a hand through her tousled hair.

"And…?" Izzie prodded, dying to know the rest.

"And I told him that I need time to think but that I'm still his friend," Meredith finished, motioning for her friend to walk with her. "I also need to finish my rounds before I leave…and before Bailey kills me," she said with a slight chuckle.

Izzie giggled and walked with Meredith up to the front desk. "Well, since I'm done, I'm gonna head home." She side-hugged her friend and headed for the locker room.

Meredith grabbed her last five charts and quickly headed for the first patient's room. Three hours later, she was finished and even more exhausted than before. All she could think about was going home, taking a nice, hot shower, and collapsing into bed.