A/N: This is my new story. It's a Mer/Der story but may take awhile to get there.

Please read and review. Enjoy and I will have an update tomorrow.

Disclaimer: I do not own Grey's Anatomy or the Character's

Derek knocked on Meredith's door. He had to tell her tonight he couldn't wait. He couldn't deny his feelings for her any longer. He was in love with her. For the last three years he had watched her date other guys and kept his feeling secret. Listen to her complain how they were never quite right for her. Still he remained quiet. He was done it was now or never.

"Derek what are you doing here?" she rubbed the sleep from her eyes.

"Meredith I need to talk." he walked into her house.

"Is everything okay?" she asked.

"No everything isn't okay. Meredith you are my best friend. I couldn't imagine my life without you. That being said this has to stop. I can not go on with this any longer."

"Derek your not making since. Your my best friend too." she didn't understand what he was saying.

"You don't understand I am in love with you. I have been in love with you since the day I met you . It's a love that keeps growing. I refuse to remain "just" friends any longer. I need more and I know that together we could have an exceptional love. A love that is bound for greatness. You always date these losers and you realize that they are not right for you. It's because we belong together. Not just as friends." he blurted out.

Meredith was thrown back by his words. She didn't know what to say. "I.."

"Listen you have to understand. I am nothing without you. Please give "us" a chance. I can make you the happiest woman. That I can promise you." he took a hold of her hand.

Meredith remained speechless. She loved Derek but she couldn't lose him. She depended on him for everything. If it didn't work out she wouldn't have him to talk to. She would lose herself. She couldn't do it. "I'm sorry Derek. Your my best friend. Why do you have to change that. We are happy being friends."

"No Meredith your happy. I am not happy I don't like thinking of you with another man. If we stay friends I could hurt someone. If you can't be with me. Than I'm sorry we have to stop being friends." he turned to leave.

"Derek, Derek"

Derek walked to the door. He stopped and turned around. "I love you Meredith"

"You can't stop being my friend. I need you Derek" she begged as the tears fell from her eyes.

"I'm sorry Meredith." he opened the door and walked out.

Meredith stared at the door. She wanted to run after him but knew that it wouldn't stop him from leaving. She fell to the ground. The tears fell like rain. She had lost her best friend. A friend that she loved more than anything. Fear kept her sitting there. Fear kept her from going after the man that she loved.

Five Years Later

Meredith walked into the house a little after midnight. As she discarded her shoes in the middle of the floor and threw her coat on the couch. She knew that Izzy would complain in the morning. Tonight she didn't care. She was ready to climb the stairs and head to bed. Bed the idea put a smile on her face. She walked into her bedroom and immediately threw her scrubs on the floor. She collapsed onto the bed. Just when she closed her eyes the phone started to ring. She didn't want to answer but was afraid it was the hospital.

"Hello this better be important. Someone best be on their death bed." she yelled thinking it was one of her interns.

"Mer it's me." Derek said.

"Meredith I need you." he explained.

Meredith set up at once. She could tell something wasn't quite right with him.

"What's going on?" she asked.

"I can't talk about it over the phone. Can I come to Seattle?" he asked.

"Of course. What about your practice?" she asked.

"I'll tell you everything. I will meet you at the hospital tomorrow." he said.

"Okay are you sure your okay?" she knew something was wrong.

"No I'm not okay. I need you. I'll see you tomorrow. Thanks Mer." he said.

"Your welcome" she hung up the phone.

Derek Shepherd had been her best friend for twelve years. They had met and become instant friends in college. She was able to share every thing with him. He always had the tequila waiting for her when a guy did her wrong. She thought that they would be best friends forever. Then it happened he fell in love with her.

He told her of his feelings. She wanted to fall into his arms. She couldn't to scared to lose the one person who meant so much to her.
She took the wrong road and they drifted apart. She moved to Seattle and he stayed in New York.
He ended up marrying Addison Montgomery. It was a shock to hear the news. They were nothing alike. She was miss high society ruler of the upper class.
She had received an invitation to the wedding but pride kept her from attending. Instead she buried herself into her work and became one of the top Neurosurgeons of Seattle.

She knew that something was wrong for Derek to come all the way to Seattle.
She just hoped that she was able to keep her feelings for him hidden.
Now was not the time to ruin her career with thoughts of love and butterflies.

She closed her eyes hoping that sleep would come. Life was funny just when you thought everything was going as planned.
A curve ball gets thrown and knocks down all of the pieces that were so carefully put together.

Meredith stood at the coffee pot. She needed the coffee to jump start her morning.

"Good morning" Izzy bounced into the kitchen.

"What's with you this morning?" Meredith looked at her.

"Alex said the magic words last night" she shouted.

Meredith would have felt ecstatic for her friend. The lack of sleep didn't exactly put her in the best mood. "That's great Iz" she yawned.

"Why are you tired? You came straight home after your surgery last night." Izzy poured herself a glass of orange juice.

"Derek called last night"

"Really why did he call?" Izzy looked at Meredith. She knew how she felt for the man.
There were many relentless nights spent on the couch. Nights that Meredith cried over him.
The man that she was unable to share her true feelings with.

"He's coming to Seattle" she took a sip of her coffee.

"Why?"

"I don't know. Listen please don't say anything.
He's probably going to be here for a week. Then he will go home to his wife.
Pretend doing that time that you don't know how I feel. Please Izzy" Meredith begged.

"Hey your secrets are safe with me. What if he wants another chance with you?"

"Seriously he is married. Besides I threw away the one chance I had with him."

"You never know Meredith. Maybe we all deserve a second chance at happiness" Izzy smiled as she walked out of the room.

Meredith stood staring after her. She tried to wrap her mind around Izzy's words.
She wanted a second chance with Derek. Hell she had never stopped loving the man.
Only she knew that it couldn't happen. She knew that he was married and that would keep her feelings at bay.
He wouldn't be in town for long until the day he left she could hide her feelings.
She shook her head as she grabbed her coffee.
"You can do this Meredith" she whispered to herself as she walked out the door.