A/N: Set at prom. No Meredith/Derek sex. No Finn, just because.

When I saw Addison place a comforting hand on Meredith's shoulder I didn't think anything of it. Denny Duquette had just died, one of her closest friends was falling to pieces right in front of her eyes, she needed comfort.

I was stood at the end of the deserted hallway where they stood, neither of them knowing I was there. I watched as Meredith broke down in a fit of sobs, Addison pulled her into a tight embrace, she led them over to a discarded gurney, she hopped up and pulled Meredith with her. I watched intently as Meredith sat on Addison's crossed legs, she wrapped her arms around her neck, her head in her chest, Addison's hand slowly stroked Meredith's back, the other holding her hand. My heart was thumping because what at first seemed like a friend comforting a friend -because they were friends now, we were all friends- appeared to be so much more than that, they seemed familiar in their embrace, like they'd held each other so many times before. My heart suddenly felt like it was being torn from my chest as I saw Meredith look up into Addison's eyes, a look that used to be our look, a look that usually ended up with lips upon lips. I took deep breaths as I waited to see their next move, I could have sworn I stopped breathing all together when Addison leaned forward and placed a soft kiss on Meredith's lips, they pulled away, Addison running her fingers through Meredith's hair as they talked quietly to one another. I felt like my eyes were deceiving me when I saw the words 'I love you' come from Addison's mouth and 'I love you too' from Meredith's.

I was frozen to the spot with the same feeling I had in the pit of my stomach when I found Addison with Mark, when she arrived in Seattle, when I had to choose, when Meredith could have died in the middle of the Code Black. I will never know what hurt me more, Addison cheating on me, again, or Meredith being the person she cheated with. I just didn't know what to feel. I didn't know what to feel as they both climbed off the gurney straightening out their dresses. I didn't know what to feel as they kissed once more, this time more than just a quick peck, this time with Meredith's arms around Addison's waist, Addison's hands in Meredith's hair, I could feel my stomach churning. I didn't know what to feel, what to do, when they pulled away from each other, turning to walk along the corridor, their eyes connecting with mine and instead of shouting and screaming like I had done the night I found Addison with Mark I ran, I turned on my heel and I ran, I ran through the hallways of the hospital, through the lobby, through the parking lot and got straight into my car pulling away as fast as I could.

I don't know how long I drove for, I just went around the city, The Clash playing loudly through the speakers, when I could feel the exhaustion in my eyes I knew it was time to go home, she wouldn't be there, we drove in together, her car was still at the trailer, she wouldn't be there, I hoped she wouldn't anyway. Hope wasn't on my side. After the short ferryboat ride across the water I drove over to my land. I noticed the lights on but kept my cool, we could've just left them on when we left that morning. I climbed out of the car and slowly made my way into the trailer, I stood at the end of the small hallway between the living area and the bedroom. She was there. Sat on the bed in her sweats and an old Columbia Med shirt, her hair out of the up-do she was wearing all night, her face free of make-up. She looked up at me and our eyes locked. I walked slowly towards her and sat down on the edge of the bed next to her.

"How did you get home?" I whispered.

"Took a cab" she whispered back "Derek I…."

I held a hand up to silence her and shook my head "Don't" I said firmly, I loosened my tie a little and ran a hand through my hair. I'd never felt a silence like it, it was eerie, and eerie silence. The only sounds that could be heard were the whirring of the generator, the hoots of the nigh owls and the movements of the trees.

"How long?" I ask, not looking over at her, my eyes fixed on the wall in front of me.

"Almost 4 months" she replied quietly.

"Why? How?" I stuttered.

"I don't know it just, she was, she was upset, she found out her father has this whole other family and she was angry and, I found her in a supply closet, she was, a mess and I just, nothing happened, we just sat there, well we kissed, we kissed and that was it, that is it, we haven't, we haven't slept together"

"You haven't slept together?" I asked with my eyebrow slightly raised.

"No, we just, we talk and, we kiss and, that's it"

"Where?"

"The hospital mostly, once or twice at her place"

"Does anyone know?"

"Izzie" she said calmly "She found us sleeping in an on-call room about 3 weeks ago"

"And you love her" I stated, because I knew she did, I just knew it.

"Yeah" she said with a shaky voice.

"Do you love me?"

"Always Derek"

That's what made me snap.

"Always?!" I exclaimed almost shooting up from the bed "Always? You always love me? You may not have slept with her but you cheated on me Addison! You are cheating on me! Again!"

"We've been married for 12 years Derek, that doesn't just disappear because I'm in love with somebody else"

"Were you ever going to tell me?"

"I was going to get some knew papers drawn up, give them to you, then we were going to wait another month before going public" she said trailing of a little.

"So that's it" I choke "We're done"

"We're done" she whispered "I'm so sorry Derek, so so sorry"

"I just, I don't know what to think Addie" I said sitting back on the bed beside her.

"You can think whatever you want Derek, we don't expect you to forgive us, we don't expect anything from you"

"Yeah well, that's probably wise" I said with an exasperated laugh.

"I'm gonna, pack a bag, go and stay at a hotel" she said standing up and walking to the small closet, pulling out a bag and filling it with all of her essentials for the next day, she slipped on her shoes and grabbed her cell and keys from the night stand. As she turned to leave I grabbed her wrist, I stood up and pulled her into a kiss, we pulled away breathlessly, tears falling from both of our faces, she brought a hand up to my face and wiped a stray tear from my cheek.

"We tried" she whispered, she kissed my cheek softly before slowly making her way to her car. I sat back on the bed, leaning forward, my elbows resting on my thighs, my face in my hands and I let the tears fall. Trying not to think of the two women I loved, because I did love them both, loving each other.

A/N: I couldn't tell you where this came from. I was sat at college, avoiding my assignments because they're stressing me out! My notebook sat in front of my and I just started to write. I feel like maybe this isn't enough, that I should do an Addison POV and a Meredith POV. Maybe? I think I could do it. If you want it.

Reviews really would be appreciated, I've only written a POV fic once before (Just Us, Addie's POV) so I'm a little unsure of whether I pulled it off or not!

Have another MerAdd one-shot coming soon, it's called 'No Need To Panic' it's at 8426 words and it's not finished yet =/

Anyway, enough of my rambling, all my crazy love, Kelly xx