Each chapter will follow what happened in the coinciding episode. This follows directly after the 5.01 premiere. It will focus on Lexie and Sloan, but it will also feature Alex/Izzie, Erica/Callie, Hunt/Cristina, and maybe George/OC. I hope you like it and please let me know what you think!

Chapter 1

Best friend.

That's what George had called her. She was the best friend he had. Why? She was beginning to think that it was because he had slept with or married the rest of his friends.

Lexie shook her head, chiding herself for the negative thought. She was being unfair. The intern had been there for less than a year and she had already slept with Alex Karev and fallen in love with George O'Malley. Maybe they were all destined to create a web of love, lies, and pain. They crashed into each other, fell into bed, and then found someone else to fall into again. Who would she fall for next? Mark Sloan?

She hoped not. He was the most annoying, obnoxious, rude, brutally honest man she had ever met. And yet she wondered why, of all people, she could talk to him more easily than anyone else. Why could she tell him what she thought, how she felt but not George?

And why did Sloan listen? She had seen him time after time berate, belittle, and blatantly ignore her peers. He only talked to women to flirt with them. Was he trying to sleep with her? As she trotted down the stairs towards the file room, she realized that she didn't think he was. He had slept with women like Callie Torres, all of the nurses on staff, and the rumor was that he had been head over heels for Addison Montgomery Shepherd. What would he possibly want with a squeaky clean geek like her?

As odd as her nonrelationship with Dr. Sloan was, he had encouraged and inspired her to finally tell George how she felt. Now that she looked down at the file in her hand, she felt so stupid to have almost done so. Friend. She was his friend. The word kept eating at her all night, worming through her mind and stomach. In reality, she loved that they were close. She loved that he considered her a friend. But she sniffed him for goodness' sakes! She stopped breathing every time he was close. She dreamed about him. She had named their future children. It killed her to think that at the exact moment she was about to tell him that she wanted him, he had seen it as a declaration of their friendship and walked away.

Walking out of the file room, she shut the door behind her, closed her eyes for a moment, and sighed. She felt exhausted. How would she ever survive her internship when all she could think about was another intern?

………………………….

She didn't even know that he was staring at her.

The newly hired nurse who was laughing softly at his flirtations didn't notice that he was really staring at someone else either. He had been walking down the hall when he saw her emerge from the stairwell and go into the file room. He had stopped at the nurse's station to wait for her to come out.

The cute new nurse had obviously not yet been warned about him by the others and had come up to him while he was glaring at the door across the room. He initiated charming chit-chat, but he wasn't even listening to the conversation.

He was wondering why in the hell he was looking at a door wishing he could see through it. He wondered why he was thinking about the sister of his fellow Dirty Mistress Club member.

She was an intern. A naïve, doe-eyed, hopeful intern. An intern in love with the biggest loser of an intern there was.

For the life of him, he couldn't figure out why Lexie Grey wanted George O'Malley. He was naïve and doe-eyed and hopeful. He was Lexie with a penis and they weren't nearly as attractive traits for him as they were for Lexie.

Damn. Did he just call Lexie attractive?

Of course she was attractive. Any man with two eyes and a heartbeat would agree. But that didn't mean he should be turned on every time she told him to shut up. He shouldn't be trying to do anything to make her tell him again, just so he could watch her lips pucker and move, her eyes spark with anger and agitation and heat.

She was too young and too in love with someone else. What did he care anyway? It wasn't like he wanted her. He just knew she was hot. And smart. And graceful. And he loved her warm smile and her bright eyes.

No. Stop thinking that, he chided himself.

Smiling deliciously at the new nurse, he asked, "So, do you want to go to Joe's after work?"

Batting her eyes at him, she said, "I'll meet you there."

"Great."

That night, as he touched her, he tried to pretend that he didn't see Lexie underneath him.

…………………….

She knew it was wrong to still see Denny in her thoughts when things went wrong. She needed to let him go. But as she watched some anonymous brunette cling to Alex, she needed someone, even if he was no longer there.

When did her life become this mess? She had entered Seattle Grace happy and hopeful. Now she was alone and watching the man she wanted feel up a stranger and she didn't even know why. He was never going to let her get close to him, never touch him the way she wanted to.

In some ways, it felt like her spirit had died the day Denny had. She wanted so badly to get that back but as she went into the bathroom and stared into her tired face, she thought that would never happen.

When she left the bathroom, however, she would leave it with a bounce in her step and a smile on her face. Look happy. Be happy. Maybe she would eventually feel happy too.

…………………………….

Alex felt like shit. He had decent sex the night before, but he woke up this morning showered with guilt. She had hurt Izzie because she had hurt him. Plain and simple. He didn't want anyone knowing what had happened the night Rebecca left and she told Meredith. He had a right to push her away.

But he had seen her face last night. It cut her. Deep. She wouldn't look at him the same way again. Ever.

As he rolled out of bed, he moaned at his next thought: he didn't deserve for her to.

TBC