They call me doctor worm, I'm not a real doctor, but I am a real worm, I am an actual worm …. No but, my medical degree did come out of the wheeties box!

This fic takes its title from the Little Birdy song 'Please don't lay me down'

Chapter title – "Lies are much more fun" .. from The Grates

and my links for these 2 great Aussie bands just are not working, so google them! They are worth it.

I don't own any of these characters; I just borrowed them, played with them for a while and put them back neatly in their packages. I swear.

A/N: Yes, thank you, I am a Drama Queen. Deal with it. Or Not. I've been living with this for a while now and I just had to get it outa my head and into yours. I'm not going to lie to you folks, many liberties have been taken and for this I do apologise.

Couplings : Alex/Addison : Addison / Mark : MerDer : and others as is my want.

PLEASE DON'T LAY ME DOWN by VonKrum

Chapter One : Lies Are Much More Fun

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It's not a question of can she go without for 60 days, but more a question of 'did she want to go without' and 'did she want the consequences of going without'. The challenge wasn't for her to fulfil. The challenge was his. She knew it would kill him to go three days without, never mind sixty. It wasn't a problem for her to go without. No problem at all. It's not as if she couldn't go without, who would she have sex with anyway? Unconsciously her mind drifted and she felt herself start to respond as her lips relived the feel of their brief kiss.

Oh what the heck had Callie called it? Lines of deliciousness? Good grief.

He had rejected her, said he wasn't interested. More importantly he didn't want to be just another intern sleeping with his attending. And she had to respect that. Maybe not like it so much, but respect it all the same. She couldn't just turn around and do the same as Derek and shack up with an intern. And not just any intern, but the intern assigned to her service. Why must it all be such a cliché? Maybe she should follow the Meredith example and get plastered every night at Joe's and take home the first man to come along. That might scratch the itch. She shook her head. No.

She looked up self consciously expecting someone, anyone to catch her out, read her thoughts. She blushed at the prospect, a small smile tugging at the corner of her mouth. The nurse's station was uncharacteristically deserted. She cleared her throat, shifted her glasses higher and busied herself rereading the same page in the chart she was holding, her pen dancing a slow step across her lips.

No the problem wasn't who she would have sex with at all. The real problem as she saw it was what the hell was she going to do if Mark managed to go the whole 60 days? She laughed, as if it were possible. But still the thought of him pulling it off was something she was more than a little worried about. He was a determined man. He did pack up and move here all because of her, so he said. She suspected it was more about Derek than her, but still, that counts for something. She did care about him, but she wasn't sure if it was enough to actually make a commitment to him. Ok so maybe at one time she thought she was in love with him. Maybe. He soon cured her of that. Manwhore. Keep remembering that, she chided herself. Manwhore, manwhore, manwhore.

She also had to be honest and ask herself if she want to be involved with commitment again. And if she did, did she want Mark to be that commitment. She blamed Derek for her current predicament. Damn him and his 12 year old intern for making her feel like all their years of marriage and life together meant nothing. Stupid, stupid knee jerk reaction to that wench she called loneliness. And to turn to Mark yet again to fill the void was wrong. Very wrong. Maybe it was the history, maybe it was familiarity, maybe the safety that he provides. She knows him, his good points and his bad points, they had spent so many years together as friends that they knew each other well. He had taken care of her in her time of need, and had been there for her. He had touched her in so many ways physically and emotionally. He paid attention to her, attention that she had craved from Derek and that he could not provide, especially in the last few years of their marriage. But Mark could not keep it in his pants. If he couldn't do it for the two months they spent together in New York, how could he do it now? He couldn't help himself. One woman would never be enough for him. No matter how much love he professed for her. In the end he was her crutch. Nothing more, it was time she leaned on herself for once. Time to recognise that and move on. For both their sakes. Because if she couldn't love Mark enough to keep his baby, how could she go back to him, be with him, when there was nothing more significant than the creation of a new life.

She sensed his presence behind her; he stood so close she could feel his heat. And it disturbed her how familiar it was and how right it felt.

"Addison," his voice was like liquid honey. His hand, hidden by the counter, reached out and grazed her backside.

"Mark." Her head jerked in his direction and she looked at him sharply.

His hand continued around to her waist. "Let's do it now." He drawled into her.

"Mark!" she cried and leaned away from him and his wandering hands.

"Come on, you, me, on call room, right now." He took a bold step towards her, whispering, "Let's fuck."

"Aahhhh," she stuttered completely flustered.

He smirked at her as she frantically looked around her to see if anyone was paying attention to them.

"I want to kiss your lips." His eyes drifted down her body stopping only when they reached the apex of her legs.

She felt a fire within her instantly light and she blushed wildly. He took advantage of her flustered state and moved in close nudging her with his hips.

"Mark!" she cried backing into the counter behind her, feeling trapped.

"Addison." He drawled her name seductively. "That skirt should be illegal."

She smiled and put her hand on his chest to ward him off then had to spend a moment trying to fight the heat rising within her as her fingers felt the tight muscles in his chest through the thin material of his top.

"You look sexy, just that glimpse of your .. breast .. that spot right there," his hand reached up and delicately brushed aside the material of her blouse near the swell of her right breast. He didn't touch her, but she felt the pressure all the same.

"Makes me want to take it in my mouth and - "

"Mark!!"

His eyes bore into hers and she couldn't breath, couldn't think. She held her breath for what seemed like forever, and he let her. He let her think about them. Together. Bodies intertwined.

"Oh boy." she breathed breaking free from his spell.

He chuckled as she pushed him away from her.

"You… get .. go … away .. " she stammered.

She gathered herself "Manwhore!" she acused, glaring at him and fumbled with the chart she had abandoned and walked away from him turning just the once to look back at him.

Mark watched her leave, watched the sway of her hips and the strength of her legs. He chuckled again. He knew how to get a reaction from her. He knew every part of her body, he knew all her sweet spots, he knew how to work her how to take her to the brink and beyond. He knew because he cared about her, more than he ever should have cared about his best friend's wife. He knew from 12 years of caring from afar. She needed him. She was just too busy denying it to let it happen. Sex bet or no sex bet, he was a determined man. He had to be, he was unbelievably in love with her. He watched her turn back to him, and he grinned. When she left his sight, his grin turned to something else, because now, now he needed a cold shower or something… Stat.

"Seriously!!."

"What?" Cristina glanced at Meredith between sloppy bites of her watermelon.

"Look at this." She cried as she held the magazine out she was reading. "Seriously!"

"Look at what?" George asked as he plonked his tray on the table.

"Yeah I read that." Izzie nodded at the magazine Meredith was holding. "Everyone's reading it."

"What?" Cristina mumbled through another bite as she looked around her to see what everyone was reading.

"She's all freaken gorgeous looking and RICH and glamorous and RICH and and …" Meredith whined.

"Who?" Cristina asked.

"Look!" Meredith turned the magazine towards Cristina so she could see the cover.

"Is that . . ?"

"Addison Forbes Montgomery." Meredith pouted.

"No freaken way!" Cristina grabbed for the magazine with sticky fingers.

"Yes way," Meredith moaned, "there's a whole article about her being the foremost expert in neonatal surgery, OBGYN and what a fantastic doctor she is and all the good she does for mankind and motherhood blah blah, and how freakin rich she is, and gorgeous and leggy .. did I mention rich?"

"I know!" Izzie nodded her head. "I thought my 8 million was a big deal, but seriously. She is rich with a capital RICH."

"Who's rich?" Karev asked as he scooted a chair out and sat down.

"Addison." Meredith grumbled.

"Seriously rich." Izzie said through a bite of lettuce leaves.

"It says here," Cristina read, "Forbes Montgomery has an estimated net worth of 4.2 billion dollars!"

"Oh that can't be right." George choked on his lunch.

"Well that's the Forbes Montgomery net worth, her family's fortune, it says her trust fund is around $38 million." Cristina let a low whistle out.

"That is seriously rich. How do you get that rich?" George asked.

"She's a Forbes." Cristina replied. "Old money George."

"How can you spend that much money in a life time?" George wondered. "It's obscene."

"Prada. Manola Blahnik. Mark Jacobs. Jimmy Choo. Dior " Meredith listed, ticking her fingers.

"She's not that shallow." Izzie said.

"You've seen what she wears." Meredith snarked.

"Yeah but it doesn't make her bad, just because she has money AND good taste"

"You're defending her." Meredith accused.

"No, she doesn't need defending. So she has money, so what? Think about what she doesn't have, what money can't buy," Izzie choked a little, "her parents died when she was a kid, she has no family, no husband, she's all alone." Izzie attacked her salad, then added softly, "Sometimes people don't deserve the things we sling at them."

"What does that mean?"

"Well .. "

"Hey evil spawn," Cristina interrupted." how did you rate a mention?"

"Huh?"

Cristina held the magazine out.

"Dude, I was there, they asked." He shrugged.

"What?" Izzie stared at him.

"I was there, the day his wife gave birth, junior member gynie squad remember." He tapped his chest with his fork. "The guy who wrote the article, I was there."

Cristina licked her fingers then wiped them on her scrubs before turning the page, "Oh my god spawn, look at that picture. Could you be any more in love!"

"What?" Karev reached for the magazine.

"Look at the way you're looking at her. All lusty mclusty."

"I am not!"

"Let me see, let me see." George grabbed for the magazine as Cristina held it across the table away from Karev. "Oh boy, you are all over her." George teased. "Look Izzie." He giggled and shoved the magazine towards her so she could see the picture of Alex with Dr Montgomery. George and Izzie giggled together over the photo.

"Oh you are so looking at her that way Alex." Izzie cried.

"I am not." Karev stated. "it's a bad angle" He turned to Cristina. "Crack whore"

"Maybe, but you're the one lusting after the She-Shepherd."

Karev glared at her. "She's not a Shepherd Yang."

"Yeah, she's not." Meredith gave Cristina her best wounded look. "Anyway, can you blame him, look at how stunning she looks. Who took those photos? When did they take those photos? Who said she could look like that? Its not fair." she leaned back in her chair and pouted, "I need new shampoo."

"She looks hot." George nodded as he held up the cover of Seattle Magazine and needlessly pointed to the cover image of Addison Montgomery. It was a close up shot of her in a black dress, her red hair falling around her shoulders with the classic sexy stare down you would see on the cover of any magazine. The caption read, "Seattle's Top 5 Hot Docs!"

"I'd do her." Izzie stabbed her salad with her fork.

Everyone stared at her.

"What? If I was into that," She smiled as she chewed. "she's Mchot. No? Ok, really, I just thought I would try it. I'm joking. Seriously."

"Anyway," Meredith shook her head, "how's a girl supposed to compete."

"Compete?" Cristina took the magazine back from George. "You're with McDreamy, what are you competing for? She's not competing with you. Why are you competing with her? I don't get it"

"Oh you know, I don't know."

"I don't think it's competing as such, it's more like what you have to live up to. Like she's this whole woman, you know a grown woman, an adult and Meredith your like this . . . young girl. And she like oozes all this sensuality, she's glamorous and has those legs up to here," she indicated with her fork above her head, "and the boobs, and the fiery hair, did I mention the legs?," she chuckled when she looked at George and Alex's enthusiastic nods, "and that's what McDreamy has been with for what 15 years now. This woman." Izzie indicated the magazine, shrugging at Meredith before going back to her salad.

"Thanks." Meredith threw a screwed up napkin at Izzie. "I'm a woman too." She added lamely.

"Not the same." Karev glanced up at Meredith. "Hey, dude so she had McDreamy first. Get over it. There's nothing to be jealous of. You got your man. No more sleeping with inappropriate men" His head inclined in George's direction.

"Hey!" George cried, then mumbled, "I don't want you to ever mention that again."

"I'm not jealous. Why would I be jealous?" Meredith purposefully ignored the reference to George.

"She's hot." Alex said plainly.

"Isn't she sleeping with McSteamy now anyway?" Cristina asked looking at Meredith.

"No." Karev said a little too quickly.

Christina nearly snapped her neck as they all turned to look at him.

"And how do you know that?" Cristina nudged him with a grin on her face.

Karev filled his mouth with food.

"Yeah she's not with him." Izzie informed them.

"How do you know that?" Cristina focused on Izzie.

"He keeps whining about her, why wont she talk to me, why wont she have sex with me .. blah blah… everyday.. seriously" Izzie whined.

"I heard there's some sort of bet on." George leaned into the table.

"What?" Karev

"Tell." Izzie squeeled.

"Debbie told Tyler and Tyler told Olivia and Olivia just told me. McSteamy is getting all toey because they, him and Dr Montgomery have a 60 day no sex bet."

Alex's only reaction was a raised eyebrow.

"No way!" Izzie exclaimed. "Oh we should totally make him lose that."

"He doesn't need any help losing that one Izzie." Cristina laughed.

"Manwhore." Meredith stated.

"Yeah." Cristina agreed.

"Maybe we should make her lose that bet." Izzie looked at Alex and grinned.

"What? Don't look at me." He glared at Izzie briefly then let his eyes stray across the courtyard.

"What does the winner/loser get?" Meredith enquired.

They all looked at George. "I don't know. Olivia didn't tell me that."

"You should ask Callie." Meredith pointed at him.

"No, I'm not asking Callie about their sex bet." George shuddered. "Too much information."

"Why do we care if they have a stupid sex bet." Cristina asked to no-one as she flipped through the magazine. "Oh well this is wrong," she laughed.

"What? The bet?" Meredith looked at her like she was nuts.

"Dr Erica Hahn? Hot doc? Please!" Cristina cried, turning the magazine around so they could see the article.

"Who?" George asked eyeing the magazine.

Cristina scoffed.

"Cardio thoracic surgeon from Mercy West." Alex said as he reached over taking the tub of chocolate pudding from Cristina's tray.

"What you got a thing for her now too. She your new girlfriend? You're a slut."

"Dirty stripper." Alex sneered at her.

Izzie glared at them.

"Yeah, I still don't see how she's hot." Cristina dragged her eyes from Karev and looked closer at the photo of Dr Hahn.

"Well maybe she's hot just because she's a woman in the boys club? You know being in CT and all." George suggested. "They make her look good there too .. " George added. "Must be the make up .. and lighting .. and stuff.."

"Yeah tons of it." Cristina flicked the magazine.

"She looks all right." Alex glanced at the picture, giving it his considered assessment.

Meredith pulled the magazine towards her, "She's no Addison Forbes Montgomery."

"No she's not." Alex couldn't help his eyes from once again straying across the courtyard.

Cristina did a double take look at him.

"What? Montgomery is hot." He shoved more food into his mouth than would normally fit.

George and Izzie nodded as Cristina turned towards Meredith.

"I give up." Meredith sighed. "At least tell me she snores."

"You better stop looking at me Yang." Karev threatened.

"Whatever" Cristina grinned.

"She doesn't snore." Izzie stated. "What?" She laughed at Merediths questioning look, "She doesn't, with all that perfectness, and legs .. no way does she snore."

"Just freakin great." Meredith threw herself back against the chair.

to be continued ...