"Go Mer!" Christina demanded, watching her best friend struggle for air.

"I'm fine" Meredith panted.

She obviously wasn't fine. For as long as she can remember, panic attacks had always been part of her life. However she hadn't had one in ages. Both she and Christina were halfway into their 4 hour surgery together. Meredith had been working long shifts, staying up late to do research and when not working, seeing to her two beautiful children Zola and Bailey.

"Someone page Dr. Shepherd. Now!" Christina said, "Get me another surgeon too" she said looking to her young interns watching.

"Christina I'm fine, just leave it" Meredith said, her voice getting weaker by the second.

"Derek's in surgery" an intern called.

Just then Arizona and Callie appeared at the viewing screen.

"She doesn't look too great" Arizona said, turning to Callie. Just then both of their pagers went off.

"No you're right, erm... You scrub in, I'll get Grey?" Callie suggested.

A few minutes later Arizona and Callie made their way into the OR.

"Come on Grey" Callie said, offering her her hand. Meredith was too weak to respond, she followed Callie out as she helped her remove her scrubs apron, mask and hat. They made their way to the staff locker room at the end of the corridor before Meredith couldn't stand no more and fell against the wall.

"Whoa, I got ya Grey." Callie said, standing in front and placing her arms under Meredith's, guiding her to sitting position.

"Can't…b..bre"

"Hey, we've done this before remember, walk in the park" Callie gave a small smile, seeing her distressed friend smile a fraction too.

"Calli.." Meredith tried to moan, shivering with the cold.

"Shhh, just take slow deep breathes. In and out" Callie said, doing it with her. She stood up to go over to the cupboard, fetching some oxygen and a blanket. "I'm still here" She said, gently placing the O2 mask over her fragile face. "Slow deep breathes" Meredith never had any energy to argue, she put all of her energy into breathing.

"That's it Grey" Callie said, crouching on her knees, rubbing her back softly in circular motions.

Meredith all of a sudden tried to stand up, pulling of the oxygen mask, gasping she was fine.

"No, no Grey, you can't.." She tried to get through to her, trying to get her to sit back down, but before she could sit, she lost consciousness and fell to the floor, Callie holding onto her and going down with her. "Dammit Mer" Callie quietly mumbled, before shouting at the top of her voice for help, whilst putting the mask back over Meredith's face.

Dr Bailey came wandering in, unaware of the events that had been going on. "What on earth?" She said in disbelief.

"She started to have a panic attack in the OR, Arizona's in there now. I bought her back but she's just passed out…" Callie explained quickly, keeping Meredith's head still.

"Derek?"

"He's still in surgery I think"

"Dammit Grey"

"That's what I thought" Callie knowing the seriousness of what had happened.

A while later Meredith was laid in a hospital bed, still unconscious.

"Poor thing" Miranda said looking towards Callie. "She hasn't had one this bad in ages"

"I know, she looks pretty exhausted"

"Derek shouldn't be too long, I'll go wait for him when he finishes surgery and tell him."

"What about the kids?" Callie questioned.

"Oh, they went to Derek's moms this morning. Don't think Grey here was too happy" Miranda laughed, knowing what Derek's mom was like. "Right, I'll go fetch Derek when he's done"

Around about half an hour passed. Arizona walked into Meredith's room to find Callie sleeping, her head in her hands on Meredith's bed. She walked up to Callie, "Hey sleeping beauty, cheating on me?" She giggled, moving Callie gently of Meredith's I.V.

"What?!" Callie sleepily and quickly got up, "Oh hey" She smiled. Arizona gave her a kiss and run her hand through her hair. "Don't tell me I was on her I.V?" Callie questioned, rubbing her eyes, "Damn, I must have dozed off"

"Ha, how is she doing?" Arizona asked, sitting on the edge of Meredith's bed, gently not to disturb the blonde.

"Erm, dehydrated, exhausted, I don't know what happened. One minute she's doing surgery, next minute she's having a panic attack, now she's here unconscious." Callie said confused. "Oh how did the surgery go?"

"Good, the boys in recovery, Christina's updating the parents just now, she was pretty worried about Mer though the whole time."

"Yeah, it's hard knowing what to do, she still hasn't waking up. Poor thing can't have slept in days"

"What the hell happened?! Mer?!" Derek questioned, barging into her room, seeing his wife lay there, followed by Christina.

"Shush you idiot," Christina said, hitting him, clearly seeing Meredith's eyes were closed.

Callie filled him in then left with Arizona and Christina.

"I should never have let her come in that OR." Christina said.

"Hey, you weren't to know, no one was" Arizona said, patting Christina on the back.

Derek sat at Meredith's bedside, holding her hand in his, not letting it go, not for any reason looking away from his wife's face. "Oh Mer," He said gently, rubbing his finger down her soft cheek.

He began to see her eyes flicker, squeezing his hand with a light pressure.

"Hey lovely" Derek said softly, softly pushing her hair back and helping her take of the oxygen mask.

"Wh…what happened..." She whispered, her eyes struggling to stay open.

"Don't worry about that, you just rest. I'm right here, I'm not going anywhere" he said, planting a kiss on her forehead and placing the mask back over her face, before he knew it, she had closed her eyes again, falling peacefully back asleep.

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