"Hey, do you ever go home?" George let out an exasperated sigh as he opened the door to the on-call room. You were laying on the bed, arm hanging off the side, scrunching your eyes shut as you tried to will yourself to fall asleep.

"Hey, you know there are other rooms, right?" you shot back, flipping onto your back and covering your face with your arm. You weren't ready to fight with George today. Both of you were on-call for the night and you had gotten into an argument with Karev the day before, losing both of your spots on one of Shepherd's neuro surgeries. You weren't in any sort of mood today and this was the first time you were able to rest all night. You heard a shuffle and the corner of the bed sank in under what you came to realize was George's weight. "What do you think you're doing, O'Malley?" you asked, moving to prop yourself up on your elbow.

"Didn't seem to bother you last night," George said bluntly, leaning back and dropping his full weight beside you. You bounced slightly on the bed from the impact and shouldered him until he moved a little further towards the edge. It was unlike him to be so abrupt and short with you. These were answers you had learned to expect from Meredith or Cristina, maybe even Alex, but not George. "They're in use. The other rooms. Now I'm going to close my eyes and rest a bit if that's alright with you."

You could feel something was wrong, past the usual exhaustion you knew George was feeling. He pulled the pillow sharply under his head and rolled onto his side, facing away from you. You tried to pull a corner of the pillow back, but to no avail. George was holding on to it tightly and you huffed, rolling over so you two were back to back. The only sound in the room was George's shallow breathing and there was no way you were going to fall asleep now without satisfying your curiosity. The bed creaked as you turned over again, staring at the dark shadow that was the back of his head. Reaching out with one finger, you prodded him gently. "O'Malley. Hey, O'Malley?"

With a loud groan, George flipped over, his glistening eyes the only thing visible in the dark. "What? What do you want?" You drew your hand back, pressing your back against the wall.

"Look, if you'd rather have your emotional discussions with Izzie or Meredith or something that's fine," you started. George made a noise as if he was about to interject but you kept going. "But we're both here right now and I can't sleep knowing you're laying here next to me and you're not okay." You don't know where you suddenly got the courage or the energy to challenge George like this - there had been patients coding left and right all night and both of you were running on empty. Maybe you should have just tried to fall asleep and left George to figure his shit out himself. Just as you were about to turn back around and give up, George answered.

"Izzie has cancer."

"Izzie has cancer?"

You didn't mean for it to come out like a question as you echoed it back to him. You knew the questions-as-answers would only exacerbate the situation. It's how the two of you challenged each other while doing research or studying up on patients - not how you should be talking about a fellow resident diagnosed with cancer. George turned onto his back and folded his hands under his head. "Look, I know you don't really like her but -"

You cut George off midsentence. "This isn't about me right now. This is about Izzie. This is about you. How are you doing, O'Malley?" Reaching out in the darkness, you gently placed a palm on his shoulder. George stiffened under your touch and relaxed after you gave him a light squeeze.

"Izzie has cancer," he started, voice hollow. "And I was the last person to find out. She told Cristina - Cristina - before she even told me. My best friend has cancer and I had to find out from someone else." You heard his voice cracking and sat up, reaching over to flip on the lamp on the bedside table. George quickly wiped his face as light filled the room, but you could see his eyes were rimmed with red and blotchy patches appeared on his cheeks. George had been angry in front of you. Happy, elated, stressed. He had shown you the entire spectrum of emotion but you had never seen George cry before. You didn't know what to say to this, so you scooted up, yanking the pillow out from under him and sliding it behind you as you leaned against the headboard. George propped himself up on his arm and looked at you in confusion. You patted your abdomen and opened your arms.

"Come here, O'Malley." George hesitated slightly before laboriously dragging himself across the bed and collapsing on top of you, resting his head on your torso. You dropped arm arm around him, rubbing his back gently. "You wanna keep talking about it?" George shook his head and you winced at the pressure of his chin pressing into your body.

"Can you do me a favor and just distract me. Talk to me about your life?" There was a sadness in his voice and you could hear a little bit of pleading as George threw an arm over your middle and let out a deep breath, settling against you.

You didn't know where to start. "Well, my boyfriend, Daniel, is supposed to be coming into town tomorrow. Something with the law firm he's working with sending him out here for a few days."

"Supposed to be?" George mumbled.

"He hasn't contacted me since Sunday, so as far as I know it's still on."

"You know, I didn't even know you had a boyfriend. You never talk about him."

"He wasn't thrilled that I came out here from Northwestern Memorial. I didn't expect the offer but I shouldn't have been surprised - after all I did send the applications for transfer out as soon as I passed my intern exam. I always told him that my career was important to me and that maybe we could both move out here after a while. There are plenty of law firms and he wasn't particularly attached to the one he was working with. Maybe I was being selfish -"

"You're not selfish," George cut in. "Your career is important to you. Not everyone understands the draw of surgery." He trailed off and you picked the conversation back up again, changing the topic from Daniel to Chicago and how you went from extreme wind to near constant rain. You talked and talked until you noticed George's breathing had become shallow. Gently leaning over, you realized he had fallen asleep and was starting to snore. Running your hand along his hair, you reached over with your free hand and flicked the lamp off.