A/N: This is set after Private Practice 3.10 but you don't have to have watched it to read this (although it might make a tad more sense if you have).

It's so late and he's so tired and the silence on the other end of the line is so thick, Derek actually has to pull the phone away from his ear and squint at it in the darkness to make sure there really is someone there and that his mind is not just playing tricks on him.

He has to rub his eyes when he sees the name but puts the phone back to his ear anyway.

"Addison?" he says quietly, because Meredith is asleep beside him and he doesn't want to wake her until he knows there's a reason to. But all he hears is silence.

He tries again.

"Addison?" A little louder this time.

Still nothing.

"Addie, what's wrong? Honey, what happened?"

His voice is soft, gentle, and he doesn't even realize that he's reverted back to how he would have tried to soothe her if this had been three years ago and she was still his wife, but he knows her, and he knows she would never call him without good reason, and although he is still insanely tired and slightly groggy, he has a bad feeling about this.

But there is still silence and he once again has to check his phone to make sure he didn't miss her hanging up on him. But he didn't and she's still there, so he makes one last effort.

"Addie, honey, talk to me."

When all he gets is even more silence, he contemplates just hanging up, going back to bed and pretending this is some weird dream he is having, but then he hears it. The soft sound of a sob being choked back, and he feels his heart break.

"Addison?" he whispers again. "Addison, what's wrong?"

He actually expects a real answer this time. She's at her breaking point, he can tell, and that normally is the point she starts talking.

Instead he hears a broken whisper.

"I … I can't … I'm s-sorry."

And then she's gone.

So Derek does what any sane, rational man married to the woman of his dreams, albeit by post-it, would do who just got a completely random call in the middle of the night from his ex-wife who he has long ago gotten over and who really should not be calling him in the first place.

He calls Sam.

Because he knows Sam lives next door to her and he thinks maybe he might go check on her to make sure she isn't doing something stupid. Not that Derek thinks that Addison would do something stupid, but an image of her literally passing out from drinking too much and falling down a flight of stairs their third year of med school because she got a C on a test (and Forbes Montgomerys do not get Cs!) makes him want to err on the side of caution just in case.

Luckily for Derek, Sam answers right away, and without even a greeting — because it is three in the morning after all — he gets right to the point.

"Do you know what happened to Addison?"

It takes Sam a second to focus. "What? … Uh, no. Not really. … Wait … how?"

"She called me. Just now. She called. But she hung up without telling me anything."

"Oh."

"Sam, what's going on?"

"I don't know." A slight pause. "I don't."

"You know something."

Another slight pause, then, "Her parents were here. That's all I know. They were here, and now they're gone, and she's a mess. I shouldn't be telling you this, but she's a mess."

That is all Derek needs, and so he does what any reasonable sort-of married man would do in this situation. He books a plane ticket to L.A. for first thing in the morning, wakes up Meredith and tells her there is something he has to take care of and that he will be back in a few days, throws some clothes in a suitcase and is gone before she — or he — can really comprehend what in the heck just happened.

He knows it is stupid, he knows it's probably even wrong, but this is Addison, and he can't help himself. And he knows all too well about Addison and her parents and how she both desperately loves and hates them all at the same time. He knows, from her, all about WASP talk and expectations and how showing your children you love them (if you do. Derek has never been quite convinced they really do, but he would never say that to Addison) is not part of the equation, and he has heard time and again how Addison is fine with that and it is no big deal and that's who she is too. Except she isn't. And the first time Derek brought her home to meet his mother and she tried way too hard to get his mom to like her and accept her, and when Addison realized that Mama Shepherd didn't actually like her at all (although Mama Shepherd would kindly deny this if ever Addison had asked), the fleeting moment of hurt on her face was enough to make Derek lie to her for the rest of the time they were together because he knew she was lying to herself when she said it didn't matter.

Which is why now, on a plane thirty thousand feet above sea level, Derek is able to convince himself that this is because of her parents and whatever just went on between them and Addison — because if there is any justice in the world, he definitely believes that those people should not allowed to hurt her again.

Sam picks him up at the airport, and neither one of them speaks a word until they pull up in front of a really nice looking beach house, which Derek guesses belongs to Addison. Sam turns to him then, staring him up and down.

"Her parents were here. And I honestly thought she was going to have a nervous breakdown. Or maybe she did. I'm not sure. But they were here, and then they left. And she got out of bed, and she got dressed, and she was … Addison. She was Addison again. And I thought she was okay. But she went to the airport to say goodbye and then she came back, and I don't think she's gotten out of bed since, and that was three days ago."

Sam reaches into his pocket and hands Derek a key.

"Top of the stairs, take a left."

Derek nods. "Thanks Sam."

He grabs his stuff and gets out. He's ready to do this.

"Derek?"

Derek pauses, turning around to look back at him.

"Whatever you do, just don't hurt her."

Derek isn't sure what he's expecting, but when he finds her room, he finds her curled in a fetal position on the side of her bed, her eyes open and staring blankly ahead. She doesn't move when he walks in; she doesn't even blink. But he notices as he crouches down on the floor beside her, so he can be eye level with her, that her eyes do follow his progression.

"Hey," he says softly.

For a few incredibly long moments she just stares at him.

"Why are you here?" There is no emotion in her voice — no curiosity, no happiness, no anger. Nothing. It's just a question.

"What happened, Addison? With your parents? What happened?"

He watches her eyes narrow slightly.

"You shouldn't be here, Derek. Shouldn't you be with Meredith?" This time he hears something in her tone. She sounds tired.

"Meredith is okay. You aren't."

"I'm fine."

He looks at her carefully — at all of her. She's in plaid pajamas that look too big for her and are incredibly wrinkled. Her hair is hanging in messy tendrils around her head, a sure sign she hasn't showered in days. There are dark circles under her eyes. He wonders when the last time she slept was. Or ate.

"You know I don't believe that."

"I don't care what you believe." She sighs softly. "Please leave." It's almost a plea.

Because it's been seventeen years since he first met her, Derek knows when to wage a battle and when to drop it. So he settles for smiling at her. "Okay," he says softly. "I'll leave you alone. But …" he pauses for emphasis. "since I did fly all this way, would it at least be okay if I took a nap before heading back? I assume you do have extra rooms for guests?"

He expects her to maybe grumble, or to maybe say it's fine, or maybe to even say no, but what he doesn't expect as he starts to stand up is her hand to reach out and grab his wrist, her fingers digging into his arm. He turns to look at her, and is instantly taken aback. Tears have welled up in her eyes and her face is scrunched up in that way that she gets when she's about to cry but she doesn't want to.

And then she is crying. Sobbing really. Derek doesn't know where it comes from — it's almost as though the dam broke and it exploded out of her — but she's sobbing and her one hand is clinging to his arm and she's trying to reach for him with her other arm, and then before he knows it, she's on the floor with him and he's pulling her into his arms and his shirt is fisted in her hands and her head is against his chest and he can feel the dampness from her tears even though it's barely even been thirty seconds. So he tightens his arms around her and alternates between rubbing her back and stroking her hair and he rocks her against him and whispers into her ear, "It's okay, it's okay, I'm here, it's okay," over and over and over, although he knows she's not listening to a single word, and he just lets her cry, because he knows she needs to, although he does turn her head a little to the side and try to angle her a bit more upright because for a few minutes he's seriously worried she's going to hyperventilate or suffocate or something.

She's crying so hard she's actually shaking and at a couple of points he can feel her nails digging into his skin, but when that happens, he just holds her even tighter and waits for it to pass. And eventually it does. First the sobbing stops and becomes silent tears, then the silent tears turn into soft sniffles, and then finally the sniffles become less frequent and her breathing becomes more even, and when he finally dares to push her a little away from his chest so her can see her face he confirms his suspicions that she's literally cried herself to sleep.

He pushes himself to his feet, which is a little tricky since his legs have gone numb, and lifts her up and gently places her back in bed. He's almost finished pulling the covers up around her when her eyes open slightly and her hand reaches up to rub them groggily.

"Can you stay with me?" she murmurs, and Derek doesn't even think about it. He just slides her over a little more, then slips in beside her. She subconsciously snuggles up against him, her head on his chest, and he drapes his arm over her waist, and he knows he shouldn't be here and he knows he shouldn't be doing this and he knows that Meredith definitely would not approve, but that doesn't seem to matter too much at the moment, and he waits till he knows Addison has fallen back asleep before he, too, lets himself drift off.

He wakes up hours before she does, but he doesn't get up or try to leave or make much of any movement at all really. Mostly he watches her sleep and tries to figure out what possibly could have happened to upset her so much and how he can get her to talk to him about it.

By the time her eyes finally flutter open, the sun is beginning to set. She blinks at him groggily for a couple seconds, and then she's instantly scurrying away from him to the opposite side of the bed. For a second he wonders if she remembers what happened earlier that morning but when he sees the look on her face, he realizes she's horrified because she does remember.

"You shouldn't be here, Derek."

"You called me, Addison."

She bites her lip. "I-I shouldn't have done that."

"But you did."

"I shouldn't have."

"Are you going to tell me what happened?"

"Nothing happened, Derek. I'm fine. I'm good."

"Addison, don't lie to me."

"I'm not!" Her eyes narrow, but her voice rises an octave.

He fixes her with a pointed look. "I haven't seen you that upset since we were interns and Richard made you think you killed that baby. Don't tell me nothing happened, Addison."

She sighs and looks away from him.

"I can't do this. Please, Derek, just drop it." She looks back at him and he can see the pain in her eyes.

"Fine." He nods. "But I'm not leaving."

"I didn't tell you to leave."

"You did this morning."

"Maybe I was right then. You shouldn't be here. You should leave."

"I'm not leaving."

This time she groans and throws her arms up in the air. "What do you want from me?"

"I want to know that you're okay."

"Derek!" she almost shrieks. "I said I don't …"

He holds a hand up. "Whoa! Hold on. I'm not asking you to talk to me. I'm asking you to let me stay for tonight."

She frowns. "Does Meredith know you're here?"

"It's getting late." He ignores her question. "And I'm hungry. And I don't feel like flying. So let me stay tonight. We can catch up."

Addison's frown is deepening. She doesn't look convinced, but he also has a feeling she doesn't really want to be alone either. So he smiles at her.

"Why don't you let me make you dinner?"

"I don't know …"

"When's the last time you've eaten, Addison?"

That gets her. He watches her brow furrow as she struggles to remember.

"That's what I thought. Let me make you dinner." He smiles at her again. "And you can go shower. You smell."

She glares. "I do not smell, Derek!"

He laughs. "Take a shower, Addison!" and before she can protest, he slips out of her room and down the stairs.

The fridge is pretty much empty, which he realizes should probably have been expected considering it's Addison and her cooking skills are pretty limited, not to mention she's been holed up in bed for days, but he finds a Chinese take-out menu and decides that would be good enough and places an order. He has the wine poured and the food arrives just as she comes down the stairs, looking a million times better in jeans and a black sweater.

They take their food and wine outside and sit on her deck and look at the stars and listen to the crash of the waves as they eat. She asks about Seattle and he tells her the latest gossip, including Mark's long-lost love child, which makes her laugh and comment that she's surprised it took so long for one to show up, and he asks her about L.A. and she tells him about work and about Sam and Naomi's problems with raising a teenager.

They're on their fourth glass of wine and he's about to tell her that this is nice and that he's glad they can be friends when she starts talking.

"I almost slept with a married man." She blurts it out, like it's a deep dark secret that has been weighing heavily on her conscious and he notices she keeps her head turned in the opposite direction of him and he wonders if it's so she can't see any signs of disapproval in his eyes.

"He was the husband of a patient, and I loved him. Or I thought I did. But I didn't know he was married when it started, but I knew he was married when I kissed him, and I knew he was married when I almost slept with him, and I wanted to sleep with him anyway and I wanted him to leave his wife for me." She's talking really fast and she still isn't looking at him, but her hands are gesturing wildly like they do when she gets animated, or upset, and he thinks she's going to spill her wine until he realizes it's empty and he wonders how drunk she actually is.

"And it was stupid and it was selfish, but I did it anyway. Just like I kissed another man when I was dating the cop and then tried to blame it on him."

She turns to look at him now.

"My mother's a lesbian."

"What???"

Derek blinks at her in disbelief, stunned both by the news and by the sudden change in the course of the conversation, but before he can compose a logical thought, Addison is going again.

"My mother is a lesbian. And my father knew. The whole time he knew. And he still loved her, even though she didn't love him. But they knew and they lied to me. My whole life they lied to me!"

Addison keeps talking faster, so fast Derek actually has trouble understanding some of what she's saying, but he doesn't stop her. It's all spilling out now — her mother and her mother's not-so-secret lover and her father and her father sleeping with Addison's friend and the lies and the cover-ups — and Derek's not really sure where Addison is going with this, or if she's going anywhere with it at all, and then she starts to cry.

She furiously tries to wipe the tears away but they are streaming down her cheeks faster than she can stop them, and finally she puts her head in her hands.

"I don't want to be my parents," she moans, and before Derek can help himself, he's placed his wine glass on the table and slid out of his chair to kneel in front of her. He places his hands on her knees and gently rubs her legs as she continues to cry into her hands.

"Addison," he says gently.

"I hate my father for cheating," she whispers between breathes. "I hate him. And I hate Archer for doing it too. And now my mother. But I'm just like them. I cheat and I hurt people and I hate myself. I don't want to be like them, but I'm just like them."

She's crying harder now, and Derek feels his heart break at the sudden realization of why she's been so upset.

"No, Addie," he says softly, reaching up and pulling her hands away from her face, grasping them in his own as she tries to struggle, but he's stronger than her and he's not letting go. He tries to look her in the eyes but she drops her head as though she's ashamed.

"You're not like them," he says quietly. "You messed up. That's true. And you did hurt people. But you're not like them."

"Yes, I am."

"No. You're not. Because your dad and your brother — they don't care if they hurt people. They do it anyway. But you do care. Because you wouldn't be so upset right now if you didn't. And that makes you different than them, because you want to be better."

Derek lets go of one of her hands so he can reach out and grab her chin and tilt her head up toward him. "You can do better, Addison. I know you can. You're a good person. You just need to let yourself believe that."

He thinks he might have gotten through to her when her eyes drop again.

"I think it's my fault," she whispers sadly.

He blinks. "What?" He's really having trouble keeping up with her chain of thoughts.

"That they're not happy. That they're living a lie. I think my mother would have left my father if she didn't have me, but she did and so she couldn't. They wouldn't have had to cheat. They wouldn't have had to lie. But they had me so they couldn't."

Derek frowns. "Did your mother say that to you?"

Addison shrugs. "She said she had children so she had to do what was expected of her."

Derek has to bite his tongue to keep from spouting off a stream of obscenities aimed at Addison's mother, but instead he takes a deep breath to calm himself. He squeezes her hand and uses his free hand to wipe some of the tears away that are still steadily dripping down her face.

"Addison," he says, "none of this is your fault. You are not responsible for your parents' decisions. Your father was cheating since you were a little girl. Your parents both knew you thought you had to cover for him, and they let you. That is on them, not on you. None of this is your fault."

"But …"

"But nothing. This is not your fault."

He wants to shake her to emphasis his point and make sure she gets it, because he's pretty sure she doesn't believe him, but instead he pulls her in for a hug.

"Derek?" Her voice sounds so sad against his chest that he pulls back so he can look at her.

"Yeah?"

She doesn't answer, just drops her head. Derek feels his stomach clench.

"What aren't you telling me, Addison?"

She smiles sadly and he sees a fresh wave of tears start down her cheeks. "She did say something. My mother," she whispers. "She told me she loved me, but the way she said it, I …" She trails off for a second. "I think she loved me, but I don't think she ever wanted me."

And then she's sobbing again and in an action that is eerily reminiscent of earlier that day, Derek's pulling her into his lap and he's holding her against him, rubbing her back and stroking her hair and letting her cry while he whispers into her ear that her parents are idiots and that anyone would be lucky to have her as a daughter but he knows she's not listening and that it probably wouldn't make a difference even if she was so instead he just lets her cry for what feels like hours until her sobs quiet and he feels her start to go limp in his arms.

"Addison," he says, shaking her a little before she completely falls asleep. "Come on. Let's go to bed."

He helps her up and lets her lean heavily against him. Her eyes are barely open and she stumbles a couple times as they walk, but he manages to get her inside and up the stairs and sits her on the bed. By the time he finds her crumpled pajamas where she left them on the bathroom floor and returns to her side, she's managed to curl herself into a little ball on the end of the bed.

Derek pulls her upright and she makes a little whimpering noise and rubs her eyes sleepily.

"Come on, Addie," he tells her. "You'll be more comfortable if you get out of those clothes."

She's not making any effort to change herself, so Derek gives in and helps her take off her sweater and jeans and put her flannel pajamas back on. Then he helps her crawl under the blankets and covers her up.

She's not okay yet, but he thinks she might be enough okay that he can go back to Seattle in the morning. He turns off the light and thinks about getting some sleep himself when she calls his name.

"Can you stay with me? Please?"

When he slides in next to her and she once again snuggles up to him, he realizes this doesn't feel quite as wrong as last time, and he's trying to decide whether that's a good or a bad thing when she talks again.

"Thank you for coming to fix me," she mumbles against his chest.

He strokes her hair in the dark. "Anytime, Addie," he murmurs.

They are woken up at 5 in the morning to the sound of Addison's cell phone. It's Mark, panicking. Something is wrong with his pregnant daughter and the baby and he wants Addison to come to Seattle.

So Addison calls Sam and tells him she won't be coming to work (not that she's actually been working since her parents showed up, and Derek finds himself hoping briefly that they had a back up plan for those pregnant patients of hers that might have had the gall to go into labor while Addison was having a meltdown), and she and Derek head to the airport.

They are pretty much silent the entire trip, and Derek thinks Addison seems nervous. She's fidgeting more than normal and she keeps turning to look at him when she doesn't think he's watching her. Finally, when they are waiting for their luggage at the baggage carousal, she turns to him, pulls herself up to her full height and clears her throat.

"What are we doing, Derek?"

He frowns. "Getting our luggage?"

She shakes her head. "No. What are we doing? You came to L.A. I called you, and you came, and … what was that?"

He stares at her for a moment and then shrugs, "I don't know." Because he doesn't. He still has no idea what made him get on that plane and fly to her, but he does know that he doesn't regret it. He thinks he might still love her, and he's actually pretty sure she still might love him, but he has no idea what that means, if it means anything, or where they go from her.

So he does the only thing he can. He grabs her hand and squeezes it and he doesn't let go as they head outside to face the rest of Seattle.