Run as fast as you can, baby, she thought. Watching the intern's features go from shock to realization to emotional crisis. She almost wanted to go after her. She did feel bad.

Addison honestly hadn't meant to knock the girl's feet out from under her so harshly. It was amusing though. Up until that point she had no idea the younger woman didn't know Derek was married. She felt bad about it, but it was still amusing. Especially watching Derek squirm the way he did.

When the intern left she thought it was going to get serious. She really thought Derek would be more... mature. Instead he was scared. He was scared she was going to try and get back together with him. Maybe she had thought about it, but it definitely wasn't why she was her. There marriage was over. She knew that. She didn't care. Okay, maybe she cared a little bit, but she'd never let him see that.

Let him think what he wanted for now. She didn't owe him answers and the fact that he realized she was there for work made him look almost sheepish. She looked towards the hospital doors and thought about the girl he'd been seeing. She never took him for the type to be that selfish. How hard would it have been to at least explain that it was over, they were separated, even if they were still married. Poor kid, she thought and walked away, leaving Derek to his own demons.

XOXOXO

She hadn't even really thought about the fact that Addison could be here for work. At least not until Bailey told her she'd been specially requested. That was when the pieces fell into place. She knew instantly who had requested her, she just didn't know why. Her stomach twisted in a way that she knew it shouldn't, but there wasn't much she could do about it now. Resigning herself to a day from hell, she followed Bailey out of the locker room. Whatever, she could do this.

XOXOXO

Addison was a bitch. It was something she knew about herself. It was also something she had polished into an art form. She enjoyed watching people squirm and she knew how to manipulate a situation to her benefit. Despite what most people thought, being a bitch didn't mean she didn't care. She didn't do things out of malice. She did things to survive. Her time here would be all about survival. Since she'd first met Derek's girlfriend she hadn't been able to get her out of her head. She'd decided she wanted to know why that was. Making Derek uncomfortable was just an added bonus. The look on his face would be... priceless.

XOXOXO

"She's always interrupting." Meredith heard Derek say from the corner. How dare he be so smug about this whole situation. She wasn't exactly team Mrs. Shepherd, but she sure as hell wasn't team Derek in that moment.

"I was just seeing if Dr. Burke had secured the-"

"Intern you requested," Meredith finished, with a confidence she didn't know she would have in this moment. "He did," she said matter-of-factly, all while trying to keep her nerves under control and the smirk off her face.

She'd never seen Derek look so outnumbered before. It was good for his ego briefly thought. It would do him good to be brought down a peg or two. Then she remembered she shouldn't care.

She passed the lapse in judgement off as a result of the emotions reeling inside her. Well played, she thought, catching the other woman's eyes. They were light and Meredith swore she was smirking at her in a good way. She'd played her part in the other woman's scheme and honestly she'd enjoyed it.

She saw the disbelief on Derek's face out of the corner of her eye. He was looking at his wife in pure shock, but she wasn't paying him a bit of attention. Nope, she was looking at Meredith with the kind of look that you just knew you'd found someone who got you.

She scowled just a little not sure how she felt about that. Addison wouldn't take her damn eyes off of her and Meredith stood a little taller under the scrutiny. This was going to be a long day.

XOXOXO

Long day was an understatement. She'd chocked in front of Addison within minutes of their work day. Part intimidated and part in awe, she just couldn't seem to get it together.

Listening to Addison talk to the patient she tried not to like her. She was good at her job and unlike most women she wasn't afraid of that. Hell she was even cocky about it. She hadn't been afraid to call Meredith out on her sloppy work either.

She wouldn't have to like her, even thought she kind of did, but she knew she could learn a lot from her.

"Chin up Grey. I'm this tough on everyone, not just the women my husband sleeps with," Addison said, just a little bit softer than she seemed to want to.

The women my husband sleeps with. It didn't pass her attention that Addison hadn't said the women who sleep with her husband. Maybe she didn't blame her as much as she should. Of course she knew Addison was hurt, she hadn't missed the jab about being popular, but at the same time Addison just seemed to be dealing with stuff, not out to make her miserable.

XOXOXO

Addison knew she should be more upset, but this day had gone so much better than planned. Maybe Meredith wasn't thrilled to be working with her, but she had no qualms about using the situation to her advantage.

Of course she'd call her Dr. Shepard. It was her name. Only patients bothered to use the hyphenated version. That wasn't the important part. The important part was that she hadn't even acknowledged him when Derek had also answered. It was like he wasn't even there.

She'd smirked at Derek, seeing his face crumple in confusion. She liked this girl, much more than she'd expected. It didn't hurt that everything about her work had turned out to be true also. She was good and eager to learn.

She'd heard Derek call after her and she'd heard Meredith tell him not to bother. Maybe the word don't should have sounded a little colder, but it didn't and Addison wondered if they had just bonded over watching Derek realize the fruitarian of his choices.

XOXOXO

She could feel Meredith's eyes on her, as she spoke to the woman about her babies. She wanted to look, try and glean whatever it was that Meredith was thinking so hard on, but work came first. They'd had a good day and the more they worked together the more she respected her, especially the way she was dealing with Derek. No, she didn't just respect her, she liked her.

And then a moment later her day got serious. Inwardly Addison sighed at the tone in her patients voice. She could take a lot, but she hated hospital politics. It didn't matter if it was the staff or the patients. She didn't understand why there would be a problem at all between the woman and Meredith.

How the hell had this woman figured out her misconstrued version of what was going on. She wasn't just surprised she was pissed. Not only did all of her colleagues know by now, but then this woman was going to pass judgement on them like she knew - like she understood.

A flare of fury and protectiveness built up inside of her. Addison was a lot of things, but foolish or blind was not one of them. She'd played her part in that and didn't have any problems admitting it. She shouldn't been smiling when she spoke, but breaking down this woman's judgement was something she felt more than justified doing. How dare she speculate on her life and judge them.

"I think you owe her one hell of an apology," she'd said to the woman. It felt good. Part of her felt like she owed Meredith an apology as well. Maybe this was her way of trying to get that across without having to flat out say it.

XOXOXO

Meredith listened to Derek try to explain. Maybe it all made sense, but after working with her all day she didn't take Addison as the type to just hurt someone causally. There was always more to a story, but she couldn't think about that now. All she could hear was how sorry Derek felt for himself. He had been wronged, but he saw himself as this victim that got a free pass to do anything he wanted after that.

The fact that Addison had cheated on Derek had absolutely no bearing on the fact that he hadn't told her. Hell, if he'd told her this story in the beginning it probably wouldn't have even changed how she'd seen him. But not telling her? Blaming his wife's indiscretion as the reason that he'd lied to her, that was on him and it wasn't something she was ready to forgive.

She started to leave, but something stopped her. She needed to understand how he possibly thought this was okay. She needed to hear him say it. The girl you screwed to get over being screwed. He just looked at her for a moment, some weird dreamy eye in his look, but he didn't say no, he didn't even try to sound realistic. A breath of fucking fresh air, like that made it better. Telling her that she'd saved him hadn't made it better, it just made it hard. She started to realize that it hadn't been her he'd been with, it had been what she could be for him.

It wasn't enough. It wasn't even real.

XOXOXO

He bared his soul, Meredith thought bitterly. That was the breaking point. She had vowed that she was just going to ignore him, but that, that was too much. Then he tried to tell her Addison just stopped existing to him, because that made it so much better. He was a spoiled child who simply ignored what he didn't like and only saw the world as how it could best benefit him.

Leggy and fabulous. She hadn't meant to say that. It was true, but something about admitting it out loud seemed awkward. She tried not to think about why that was.

Addison had told her. Not only that Addison had told her about own part in things within a day. Not two months later. The woman didn't owe her any sort of reasoning or explanation, but she'd made sure Meredith knew the whole truth, not just the bits that benefited her. Who did that?

Derek was still talking to her. Why didn't he get it? How could he possibly think she'd respect him or even still want to?

XOXOXO

No one would ever know that she'd been standing behind the corner trying to build up the courage to start this conversation. Despite her calm, and mildly icy, exterior she couldn't look Meredith or Bailey in the eye. She hoped she looked busy, she knew she felt scared.

"Dr. Grey, may I speak with you for a moment?" Addison Sheppard queried as she walked past the small group. It wasn't really a request, they all knew that.

Meredith could feel her heart rate speed up just a little. Looking to Bailey for help, Meredith tried not to let the panic show. What could Addison possibly want from her. She thought for sure they'd just ignore each other.

"Don't look at me for help," Baily said, giving Meredith a look that she could clearly read. You're a big girl. You got yourself into this. I told you so. It annoyed her that she knew the other women was right.

For the briefest moment, Meredith thought this might be work related. That they could work together without this being a thing between them. That somehow it would all just go away. She could hope right?

"I assume he told you why he left me?" Addison asked, her tone just slightly less confident than usual. She didn't want to corner the younger woman, but she wanted to clear the air. She didn't have any problem with Meredith and she wanted her to know that. Also, she didn't want to be the bad guy. Yes she had wronged Derek, but she hadn't been responsible for him not telling Meredith. She didn't want Meredith to wonder and didn't bother to consider why it mattered.

Meredith briefly closed her eyes. He. That was all it took. That one word and she knew where this conversation was headed. Definitely not work. She sighed. She couldn't do this. You didn't just play nice about something like this. Why was Addison even wasting time on her? She was nothing to them any longer, she'd made that clear.

"Dr. Shepherd with all do respect, this has nothing to do with me," Meredith said, trying not to notice the disappointment in Addison's features. She just wanted to talk, but Meredith wasn't ready for that. She wasn't ready to deal with it and she wasn't ready to be okay. So she walked away. She didn't miss the footsteps behind her.

Something about that news made Addison very happy. Strangely it didn't have anything to do with Derek. She felt proud. Here she was, this young woman, who had been sleeping with her husband for some time now had managed to stand up for herself against all of Derek's charms. She hadn't known about Addison before, but she did now and she wasn't okay with what Derek did.

She tried not to beam. It was a shock yes, but she was just intrigued. Maybe, there was a a small chance that they could be on the same team. She knew that would never happen, but she surprised herself when she realized she wanted it to. "Really? So you didn't take him back? Good girl."

Good girl. Those two words and Meredith's stomach dropped. Yes she had mother issues. Yes she had trust issues. Yes she had approval issues. But this woman shouldn't be able to get to her so quickly. It kind of freaked her out. Was she good or was Addison just glad she wouldn't interfere? She knew the answer, but she would rather believe the lie. But even she couldn't deny that Addison sounded proud.

They couldn't be those people though. They couldn't be friends. She couldn't start running around, seeking out this brilliant woman's approval. It just wouldn't work.

"And in the future, I'd appreciate it if we could keep our relationship strictly professional." She turned the corner and it took everything in her not to run. She just wanted to get away, feeling the panic take over her chest in tight ribbons of fear.

It was like a slap to the face. Addison's shoulders dropped slightly. It wasn't her fault that Derek hadn't told her. "Meredith?," Addison called out.. The younger woman could hear the pain and disappointment in her tone and in that moment all she wanted was Addison to go back to being proud of her.

If Derek had been ready to move on he should have just gotten divorced before all this started. Cleary Addison hadn't realized that things were really over. Knowing the way Derek was, she figured he wouldn't cut his wife out completely until he knew for sure Meredith was leaving. He wouldn't give them both up. It was cruel.

Quite certain she knew what was in store, she gave Addison this moment. She turned to face her resigned that she was not walking away from this conversation until Addison was finished. She didn't understand how the other woman couldn't see how badly she just wanted out.

"Sometimes people do desperate things to get someone's attention," Addison said quietly. She was hurting, despite her casual front. She was alone here and for whatever reason she knew she just wanted Meredith to be the one to understand.

It took Meredith a moment to realize that she was talking about herself and not Meredith's awkward behavior. It was time to go. Once she realized this was about Derek, she rolled her eyes and walked away once more.

"There are two sides to every story," Addison called after her. She knew the conversation was over for now, but she didn't want it to be. She wouldn't push though. She'd already put herself out there just a little bit too much.

XOXOXO

She'd been trying to talk to Meredith. Find some common ground they could relate on. It wasn't working. Their first day had gone well enough, but she was starting to realize that the only thing the other woman would let them have in common was Derek. Not the healthiest of relationships by a long shot.

Now she was just feeling petulant. She was alone here. There were a handful of people who knew her, a handful of people she could talk to, but not one single person that wanted her their. Richard and his work request didn't count.

It made her homesick. She was human and human's need love - no matter what they think. Derek had been a good friend to her once and she started to wonder if they could ever get to that point again. Maybe she should stop playing with him and open up a little. Vulnerable was not something she did, but maybe it would be enough.

After he left the elevator there was no doubt in her mind, there wasn't much hope. She shouldn't have wanted that with him, but being so isolated had clouded her judgement.

XOXOXO

"Actually I prefer to be called ruler of all that is evil, but I'll answer to Satan," she'd said good humoredly. Except she wasn't in good humor. It hurt. She wasn't willing to show that to anyone. Surprising them both she'd told Derek she needed a consult and then quietly said goodbye to Richard before they'd had much time to react. This was getting hard.

XOXOXO

Her mother was there. That was all Meredith could process. Her secrets were out. They weren't really her secrets so much as her mother's, but there was other baggage. She knew her mother and whatever filter Ellis Grey had barely possessed would be completely gone now. She knew how her mother felt about her. It was too much to process right now.

She was still at odds with her own emotions because of Derek and Addison, but none of that mattered now. Her mother was here and nothing was going to make this better.

XOXOXO

Addison was dealing with her own ghosts that day. A baby. A broken neglected forgotten baby. She may have been a bitch and cold and infallible to most, but she was more maternal than anyone could have expected. All she wanted to do was save it.

Derek knew her, she thought he'd understand, but he told her no. He didn't care. Was it spite? It is my job to know that. No it wasn't spite, it was just his fucking god complex kicking in once more.

His favorite fucking sheets? How could she have ever thought that he would be even professional about this let alone mature. Izzy left, awkward as could be and Addison was just defeated.

Don't get attached. Don't get involved. Just, don't make her life more painful then it already is. Suddenly she knew, they weren't talking about the baby. Or at least not just the baby. She was already defeated, but now it just stung. She hadn't hurt Meredith. Protectiveness kicking in she pushed back.

Derek please, she has no body. She needs someone to fight for her. Meredith needed someone to fight for her. Addison needed someone to fight for her. That baby needed someone to fight for her. And here he was just telling her to let it go.

XOXOXO

She was leaving. There was nothing left to stay for. No one liked her. The baby was too far gone. It was all just too hard. Too fucking hard.

Then O'Malley came in. Something was wrong with Ellis Grey. She didn't even know the surgeon had been admitted. Her mind flashed to Meredith and she knew she wouldn't leave, despite what she kept telling people. She'd grabbed the chart and quickly skimmed through it as they walked.

She heard the empathy and compassion in George's voice. How worried he was about his friend. She didn't miss the worried look he shot in her direction. Did he really think she would take advantage of something like this? Derek's Satan rumors had spread quickly.

Then Izzy was there, telling her she had to go. She hadn't wanted to, even though she knew there wasn't anything she could do for either of the Grey women. Something tugged at her and she was reluctant to leave at first, but the worry in Izzy's eyes was more than enough to convince her.

She told Richard she was still leaving in the morning, but she knew she wasn't.

XOXOXO

She could not deal with Derek. She had never been so thankful for Alex's presence. She knew the horror she felt when Derek grabbed her showed all over her face, but she didn't care. All she could think about was Christina in that moment. Christina was in serious trouble, but Meredith knew she was in the most capable hands. Addison would save her.

"It's not okay. You have a wife, who's not easy to hate, who's annoyingly kind, and painfully smart, and currently saving my friend's life."

He tried to reason with her again, but all she could tell him was to stop. Stop everything.

XOXOXO

She didn't know how she knew, but the minute they were in eye contact Addison looked up at her. She never stopped working, but she watched her. Even as she spoke to Baily, Addison kept flicking her eyes back between Christina and herself. Meredith told Baily about her morning with Christina, trying to explain that this might have been her fault. Part of her - well, she wasn't just talking to Baily. Some part of her was talking to Addison too.

XOXOXO

She knew the Derek considering the operation was a gesture of good will. An olive leaf of some sorts. She just didn't know what changed his mind. She would never find out that it had been Meredith's words, reminding him of the woman that he once loved that brought him there.

She'd kissed him. Part of her regretted it even in that moment. She wasn't nearly as committed to making things work between them as she pretended to be. He didn't take care of the people he loved and that scared her. She still loved him, but she knew it wouldn't be enough for both of them. She needed love to. That was when she left.

XOXOXO

Meredith had kissed him. She was emotional and upset and she'd tried to tell him to go away. She was just scared. Scared about everything. She was tried. She'd kissed him. Maybe she wanted comfort, maybe she'd wanted to say goodbye - to be honest, she thought she just wanted to give herself something familiar to hurt about.

XOXOXO

Meredith was sitting at the bar on her third shot of tequila when she felt the presence of someone next to her. She had a bottle of tequila in front of her, it was easier on Joe that way. She didn't have to look up to know it wasn't some random stranger. That was just the kind of day she'd had.

"I looked for you after the surgery," Addison said, signaling Joe to bring her something. "I heard what you said to Baily. It wasn't your fault Meredith. I know she told you that. I know that as a doctor you know that, but I just thought it might help to hear it from someone who you don't really know."

She waited for a moment and when Meredith didn't respond she started to leave. "Get home safe tonight Dr. Grey," she murmured rising to her feet.

"I kissed him," Meredith admitted quietly and then once more louder. Her eyes found Addison's waiting for the judgement that she knew would come.

Addison nodded slowly, not blinking. "So did I," she said, an admission that somehow made Meredith think that she understood. "Why do you think we do it? Let him charm us like that."

Meredith thought about this and reached over the bar and grabbed a glass, filling it as well as her own, she slid it towards Addison. A peace offering of sorts. Or maybe just a commiseration of misery. "I think, maybe, we're just screwed up. Derek doesn't charm us, it's just the familiar kind of screwed up that's a little less scary than the other kinds."

"Everyone says you're smart," Addison smiled and then downed her shot. "You gonna take him back?" there was a little bit of fear in her voice, but not over the thought of Derek. She didn't want Meredith to become as bitter and cynical as she was. She just didn't realize that the innocence of Meredith Grey wasn't a lack of dark and twisty. She was just resolved in who she was.

Meredith shook her head. "Are you?"

Addison shrugged. "He seemed to be open to the idea of trying. We were good friends once," she trailed off, losing herself in her own memories.

"Don't," Meredith whispered so quietly that Addison wasn't sure she heard it.

Meredith didn't want Addison to go back to him. She didn't want that kind of warped kind of love to infect the woman she had begun to admire in a way she'd never expected. They were so much alike in some ways.

"I'm sorry about your mom, that's got to be hard," Addison said, placing a gentle hand on Meredith's shoulder. "I'm sorry about everything," she added. Her eyes were filled with tears when Meredith looked up at her. She wanted to say more, but the intensity of the younger woman's gaze frightened her.

Meredith snapped out of it first. "I have to go," she said. Rising to her feet she was gone before Addison even had the chance to process what had just happened.

XOXOXO

"What do you want from me Meredith? I said I was sorry." Derek asked, desperate to do anything to get back into Meredith's good graces.

Meredith scoffed at him. He was unreal. "I want you to stop hurting people. I want you to stay away from me and I want you to stop torturing her. Don't lead her on and let her believe that there's something to fight for. All you'll do is break her."

"She cheated on me!" he cried out. He couldn't understand why no one got that.

Meredith rolled her eyes. "I've heard the story Derek. I get it. We all get it. You were wronged. That doesn't make it okay for you to swagger around this hospital like you're blameless, like you're not hurting everyone involved."

He crossed his arms, getting ready to defend himself once again. "It was my best friend."

Meredith turned on her heels and walked up to him, shaking with anger. "Yeah it sucks, doesn't it? When the people who swear they care about you betray your trust, it sucks real badly. But you know what? You accept it and you move on. You either walk away or you forgive. You don't lead them on and let them get broken all over again."

"You don't understand the situation," Derek huffed.

Meredith just laughed in surprise. "Yes Derek I do. You're you and I'm sure you promised more than you were willing to commit to. It's just who you are. You wanna be the good guy, but you're just not. She screwed up and I'm not saying it was okay, but there are worse things that could have happened. Worse things that have happened. You're a nice guy and I'm sure you don't mean to hurt people, but you're a crap husband and an even worse boyfriend. Stay away from her and stay away from me."

"Why do you even care about her?" he asked spitefully. "If it wasn't for her, we wouldn't even be having this conversation."

Meredith smiled at him. "You're right Derek, if it wasn't for her I'd still think you cared. I owe her a lot and she's a good person."

XOXOXO

She'd driven away after that and had to pull over once she was out of his line of sight. Pulling out her cell phone she shot off a text to the only person she thought she could stomach to see.

I'm sorry I took off like that. There was something I had to do. Can I see you? -Meredith

She let the tears fall, but held her phone gently - watching it with bated breath. She just wanted to be around someone who got her.

Derek just called, yelled at me about infecting you with my toxicity and lies. Sure you want to deal with Satan? - Addison

Meredith smiled. She understood. Addison was just as hurt as she was, only she tried to hide it better. She figured they could both use a friend.

Definitely! For the record, I don't think you're Satan. That's not what you think about when people show up out of nowhere and protect you. You're a little more angelic than you let people think Addison. Where are you?

A few moments later, she was back on the road and headed to see Addison. Maybe all that mutual not-hate would lead to friendship, she hoped. If nothing else, they could be dark and twisty together.