AN: Imagine what could have happened if Derek started to change while they were at Syracuse instead of at the truck stop in Albany. I personally think it could be a lot of fun.

So some key information before you read a little more, well hopefully read a little more =)

I hope you all like it and if you have any thoughts you're more then welcome to leave me a review or send me an e-mail to rockchick134hotmail(dot)com

The first part of this fanfiction has been taken from the book and altered slightly, I mean no harm and the book and its characters are all property of Kelley Armstrong.

I fell asleep and dreamed of Derek—about what he'd said, about what the demi-demon had said about him, about the other werewolf subjects. I dreamed of Aunt Lauren at the facility, saying she wanted Derek put down like a rabid dog and of Brady saying how Aunt Lauren had tried to get him to blame Derek for their fight.

The memories and the images swirled until I felt someone shaking my shoulder. I woke up to realize the bus had stopped. Derek was in the aisle, leaning past Simon, who was asleep.

I was about to ask what was wrong. Then I looked at Derek and knew. His eyes glittered, ad his skin glistened with sweat; his hair was plastered down with it. I could feel the heat of his hand through my shirt.

I shot up. 'You're--'

'Yeah' he whispered. 'We're at the bus stop in Syracuse. I gotta get off.'

I reached to wake Simon, but Derek stopped me. 'I just wanted to tell you, in case I don't get back on. I'll be fine. I'll meet you at Andrew's.'

I grabbed my sweatshirt, jacket and backpack. 'I'm coming with you.'

I was sure he'd argue, but he only nodded, face averted murmuring 'Yeah, okay.'

'You go ahead,' I said, 'I'll talk to... Tori.'

I'd have to, better to tell the person who'd never insist on following us. So I did that and then hurried after Derek.

I caught up with Derek at the edge of the bus stop. We hurried towards a wooded patch.

'I need to get in as deep as I can,' he said. 'Follow my path, it's muddy.'

I could smell the rain, the damp chill of it lingering in the night air. Dead and decaying leaves slid underfoot. A dog barked somewhere. Derek paused, tracking the sound and smelling the air, then nodded like it was far enough away, and continued walking.

'If I finish this,' he began. 'If I even seem close to finishing, you need to take off.'

When I didn't answer, he said 'Chloe...' But I couldn't, I wouldn't leave him out here alone. I knew Derek he would never hurt me, I just had to get him to see that.

'You aren't going to turn into some bloodthirsty monster Derek. It'll still be you, just as a wolf.'

'And you know that based on how much experience with werewolves?'

'Okay, but–'

'You could be right, Dad said it would be like that, still me in wolf form, but after what those guys did? Playing with our genes? I have no idea what will happen. So you're getting out of here when the time comes or you aren't sticking around at all.'

'Derek you won't hurt me.

'I won't, I can't take that chance.' His eyes glittered with emotion and his face scrunched in pain.

'Fine, as soon as you sprout fangs and a tail, I'll run screaming for the bus stop.'

'You can skip the screaming part.'

'We'll see.'

We walked until the floodlights from the parking lot barely pierced the trees. The moon was shrouded in cloud. Whether it was a full moon or not didn't matter. A werewolf's Changes had nothing to do with the moon cycle. When it happened, it happened, whether the timing was convenient or not.

Derek slowed, scratching his arm through his shirt. 'There's a log here, if you want to sit and wait. I'll get a little deeper in, I'm sure it's not the prettiest sight.'

'I've seen it before.'

'If it goes further, it'll be worse.'

'I'm fine, I can handle it.'

When we entered a small clearing, Derek pulled off his sweatshirt. Under his t-shirt, his back muscles rippled, like snakes were trapped under his skin. Having seen this before it didn't bother me, but it did remind me of something.

'On second thought, maybe I can't watch. Unless you bought a change of clothes, you really should get undressed this time.'

'Right. Hold on.'

He disappeared into the brush. I turned around. A couple of minutes later, the leaves crackled as he came out.

'I'm decent,' he said. 'Got my shorts on. Nothing you haven't seen.'

My cheeks flamed at the memory, which was stupid because seeing a guy in his boxers shouldn't be any different than seeing him in swim trunks. I'd seen guys in their underwear, pranking at camp by running around our cabins, and I'd laughed and hooted with the other girls. But none of those guys had looked like Derek.

I turned slowly, hoping it was too dark to see my blush. I shouldn't have worried, Derek was on all fours, his head down, breathing in and out, like an athlete preparing for a run.

I blamed the note Simon had left, the image of the Terminator still lingering in my brain. But that's what Derek looked like, the scene where the Terminator first arrives, and he's crouched, naked-not that Derek was fully naked or as pumped as Schwarzenegger, but he didn't look like a sixteen year old kid either, with a muscular back, bulging biceps and...

And that was enough of that. I looked away to scan the forest and took a few deep breaths of my own.

'Sit here.' Derek pointed to a clear spot beside him where he'd laid out his sweatshirt.

'Thanks.' I lowered myself onto it.

'If it get's too bad, go. I'll understand.'

'I won't.'

He looked at the ground again, eyes closed as he inhaled and exhaled. His back spasmed and he winced, then stretched, his breathing deeper.

'That's a good idea, Stretch and work it out-' I stopped. 'Okay I'll shut up now. You don't need a coach.'

He gave a low rumble that took me a moment to recognise as a laugh. Once I did a warmth spread throughout my stomach, I was glad I could make him laugh, take his mind of the Change, if only for a second.

'Go ahead. Talk.'

'If there's anything I can do, I know there probably isn't, but...'

'Just be here.'

'That I can manage.' I realized his skin hadn't rippled in a while. 'And we might not even have to worry about it. It seems to be passing. False start, maybe. We should give it a few more minutes then—'

His back shot up, body jack knifing as he let out a strangled cry. He managed two panting breaths before convulsing again. His arms and legs went rigid. His back arched to an unnatural high, spine jutting. His head dropped forward. His skin rippled and his back went even higher. A long whimper bubbled from his throat.

His head flew up and, for a second, his eyes met mine, wild and rolling with pain and terror, even more than the first time because then, as scared as he'd been, he'd known this was natural, that his body would take him through it safely. Now, knowing about the mutations, he had no such guarantee.

I wasn't sure how to soothe him, how could I when I didn't know what these mutations had done to us? Could I give him false hope, no, it wasn't false hope, there was always a chance, he would be fine. Derek was strong, the idea he wouldn't make it through this, no, no, he would be fine. The other possibility didn't bear thinking about. Just the thought of it gripped my heart with terror.

His fingers dug into the moist earth, the tips disappearing, the backs of his hands changing, tendons bulging, wrists thickening. He let out another cry, swallowing the end of it as he tried to keep quiet. I reached out and lay my hand on his. The muscles bulged and shifted. Coarse hair sprouted and pushed against my palm, then retreated. I rubbed his hand and moved closer and whispered that he was doing fine, that he would be okay.

I heard the bus leave and in the silence that followed all I could hear was Derek gulping for air.

Then he convulsed again. His head shot up and he spewed vomit into the bushes. Wave after wave of convulsions rocked him, each one emptying his stomach until vomit dripped from every branch and the sickly smell mingled with the sharper stink of his sweat. Hair sprouted and retracted as he dry heaved, painful heaves that were horrible to hear. I rose onto my knees and rested my hand between his shoulder blades, the coarse hair covered most of his body, only his face remained uncovered.

His back muscles continued to twist and shift under my hands, his skin soaked with sweat and covered with coarse hair that wasn't retracting, but growing longer. His hands turned to paws and his face turned towards mine.

'Leave, now go.'

'What, why?'

'This is it, you've got to go.'

'No I'm not leaving you.'

'Chloe—'

He didn't finish his body spasmed one more time before he changed completely. In front of me was a wolf, a dark brown wolf. Derek was a wolf. That statement echoed around my mind, I knew Derek was a werewolf but to actually see him... It was amazing, I knew it was him, his body may have changed but his eyes had remained the same.

I laughed as I saw Derek stretch and turn in circles trying to see the rest of his body. I reached forward to touch him but stopped short. What if he didn't want me to, touching his wolf form may be different to touching him normally. I didn't have to worry though as his head had started to prod at my outstretched arm.

I smiled before stoking his head, my body shook as the cold wind blew against me. Derek cocked his ears before lying down on the ground and looking at me expectantly. Did he want me to lie down next to him? I guess I was taking too long to decide as Derek had got up and pushed me down before curling his body against mine. His body shielded me from the wind whilst his body temperature kept me warm. I smiled, even as a wolf Derek was still making sure I was ok. I turned to him and whispered,

'I'm glad you managed to Change, I couldn't bear seeing you in that much pain anymore.'

My eyes fluttered shut as the days events caught up with me and sleep claimed me.

AN: Hope you all enjoyed it, if anyone has any ideas or wants to let me bounce ideas of them please leave a review or e-mail me. My address is above.

I've been thinking about adding some chapters in Derek's point of view, either within this story, or as a separate story that can be read alongside this one. If any one has any thoughts on this please let me know...