A/N: Wow...you guys! Seriously! Let me just say how floored I was by all of your comments. You guys are absolutely wonderful. I have never gotten a reaction like that to a story before, and didn't expect to. When I started writing this, I honestly had no idea of how people would receive the story. It was really just an idea that refused to leave my head so I put it down on paper. So anyhow, this is the next chapter. But I do want to address a couple things I feel bad about before I do. So please read.

First of all, I wanted to apologize because I know that some people were bothered by the fact that I used some dialogue from a scene between Sydney and Vaughn from Alias. I can promise you that it wasn't meant to offend or upset anyone. I honestly just love the couple (I watched the show for five years because I loved them so much) and feel as if the writing for them was beautiful. If you guys would really like me to, I will have no problem in changing it. Also, I do apologize to those who I made cry...especially when I didn't have a kleenex warning. I mean...I teared up when I wrote the thing. You think I would have known better. Lol. And finally...I only plan on writing three chapters for this story, but I was thinking that if someone really liked the story, or rather the finished product to be seen in the next chapter, that I can hand over the documents and that someone else can take over it or write a sequel. I would have made it longer myself. But I already have WAY too many stories up that I need to finish first. And I am working on those as well. I promise. And it's just like I said....I have some massive writer's block right now. Okay...I think that's everything. So without further procrastination, here it is! I really hope you enjoy! Oh! And just as an afterthought, you may want to keep a kleenex near for this chapter as well. I mean I sort of teared up again while writing it...but that's really not saying too much because I'm kind of a softy.

Disclaimer: I don't own grey's or any of its characters! I write purely as a hobby in my crazy life!

Falling Away With You

Chapter 2: All Around Me!

It had been forty-eight hours. Forty-eight long, excruciating and torturous hours since Meredith had come out of surgery, and not a sign of life was evident in her, as she lay motionless on the hospital bed before him. Derek had harldy moved himself, as sat crumpled in a chair next to her, his throat burning with every thought and regret that he knew he might never have the chance to address. He hadn't moved in countless hours, and his hand clung onto hers tightly, exploring each line and texture of her smooth skin. His hands tingled from the constant spark produced between them and he swore that he could feel her pulse racing through her fingertips. He was dying slowly inside every minute that she refused to open her eyes for him. He wanted to kiss her so badly, and know that she could return it. He wanted to be able to be with her again...to truly be with her.

My hands are searching for you

My arms are outstretched towards you

I feel you on my fingertips

My tongue dances behind my lips for you

His anxious eyes remained transfixed on her, as he watched a tube breath for her now. He busied his thoughts over the hours with the massive number of tangled wires, monitoring her heart and countless other organs that she needed to survive. He refused to look away as the door opened, and a faceless body soon entered. He watched as Mark plopped down into the chair across from him.

This fire rising through my being

Burning I'm not used to seeing you

I'm alive, I'm alive

"Buddy," Mark spoke in a tentative voice, afraid he might say something to upset Derek further, "You haven't moved from that chair in 48 hours… Maybe. Maybe you should think about going to get something to eat. Or finding somewhere to lay down."

"No," Derek replied gruffly as he ran his hand over his bloodshot eyes.

"Derek," Mark tried again.

"Just go away, Mark!" Derek spoke losing his patience. "I'm not leaving. Okay?"

Time of death," Meredith muttered with the clearing of her throat as she announced Grace's final moment. Her throat began to burn as tears began to seep into small pools in either eye. She quickly turned away and walked out into the hall. She was trying to feel numb as she turned out into the hall…but she lost it. Her breaths began to come out in staggered silent cries. From where Derek looked on behind her in the hallway, he could immediately tell something was wrong. He began to follow her and froze as he watched her slip into a closet nearby. Meredith was struggling to breath as Derek opened the door and walked inside. He felt his heart break at the hurt he saw on her features. She was in pain…a lot of pain. He quickly came to a crouch at her side. Her cries were coming in squeaks now.

"I don't…" Meredith began to sob, "I can't…I can't…I don't." Derek was dying to touch her and pull her into his arms. He wanted to comfort her. "I can't…" she tried again a little more calm, "I don't want my mother to die alone!" She sobs were heavy once more, her body shaking under her confession and Derek tried to choke back his own tears.

"Slow down," Derek whispered nearly too quiet to be heard as she choked on the air in her own lungs. "Shh…slow down. Mere, you need to take slower breaths." He gave up as she continued to struggle, and reached up to grab a paper bag from the shelving above.

"Use this," Derek offered as he handed her the bag, "slow down…" He felt as she grabbed his hand, and squeezed in hard in her hand as if he were his rock. He wanted to tell her how much he loved her. He watched as she finally began to calm down. Her head fell onto his shoulder, and for a moment, he felt complete again. He wanted to stay like that with her forever, but before he knew it, she was pulling away.

"I'm okay," Meredith breathed quietly as they stared at each other for a long moment.

"You're okay," Derek repeated softly, his voice warm.

"Thank you," Meredith smiled softly as neither or them were able to look away.

"You're welcome," Derek replied. His eyes lingered on her lips. He wanted to kiss her so badly, but he sat still as she stood and walked to the door. There were so many things he wanted for Meredith. In that moment, he made a promise that neither Meredith…nor her mother, would even have to know what it was like to die alone. So far, Derek had kept part of his promise. He wasn't about to break the other.

Derek's voice was rough as his head fell into his hands. "I made a promise a long time ago that I wouldn't leave her. I'm not going to let her die alone. I'm not going to leave her." Mark let out a sympathetic sigh.

"Is that what you think?" Mark spoke sadly as he took in his broken friend, "That she'll die if you leave."

"She's not waking up," Derek choked as the weight of his emotions all became too much for him. "I don't understand," he muttered as tears leaked from his eyes. "Beth… Beth woke up. Why won't Meredith?"

"Derek," another voice sounded softly from the doorway as his boss stepped in. "Beth is not Meredith. Circumstances are different. Mere was down for over twenty minutes after you injected the virus. You know what that means." Derek shook his head.

"I've checked her EEG over and over again. I haven't noticed any irregularities, and levels are constant. There is no logical reason why she hasn't woken up. I…I can't think of any reason why she won't open her eyes." Derek let out a sob. "Maybe I…maybe I need to go back in to try and remove the tumor….just get rid of it all. Maybe then…then she'll wake up." Mark looked at his friend with slight pity.

I can feel you all around me

Thickening the air I'm breathing

Holding on to what I'm feeling

Savoring this heart that's healing

"One surgery was enough, Derek," Richard said softly. "I don't think…I don't think Meredith could handle another surgery."

"Is the tumor still shrinking?" Derek asked worriedly, thinking he hadn't checked in a while.

"Derek," his best friend sighed, "You just looked at her scans twenty minutes ago." Derek was silent for a moment as he contemplated what that meant. A machine began to go off behind them and Derek jumped to his feet before Mark or Richard could even make a move towards it.

"No," Derek muttered as his eyes scanned the levels of her kidney output. "No…"

"What is it?" his boss asked as Derek thrust the piece of information into his hands.

"She's suffering from a severe infection," Derek choked out through gritted teeth." Webber looked over the page and Derek took notice of how his expression aged as he did so. "And Her kidneys are shutting down," Derek replied with a clenched jaw. "She could go into multi organ system failure."

"Derek," Webber tried to maintain calm, "We'll treat her for the infection and will put her on dialysis. Just because her kidneys are failing doesn't mean that it will automatically cause the rest of her body to shut down." Webber continued to speak. But his words were lost as the broken and catatonic blue-eyed neurosurgeon momentarily walked out of the room. Mark shared a look of worry with Richard. It was a moment later that they heard a cry of agony erupt from out in the hall.

My hands float up above me

And you whisper you love me

And I begin to fade

Into our secret place

The music makes me sway

The angels singing say we are alone with you

I am alone and they are too with you

From where she looked on from the outside, Lexie felt her heart break as Derek nearly collapsed onto the floor outside of the room. His hands were supporting him as he lent against the wall. His body shook uncontrollably. It was a visual she knew that she would never be able to forget. She tried to look away, but ultimately couldn't will herself to do so. Meredith's condition was ripping the hospital apart.

I can feel you all around me

Thickening the air I'm breathing

Holding on to what I'm feeling

Savoring this heart that's healing

"Derek," Lexie whispered as she walked over.

"I'm sorry," Derek apologized as he tried desperately to compose himself.

"Hey," she spoke softly as she grazed his arm. "It'll be okay. You just have to have faith…"

"Faith," Derek muttered over and over again.

"Just give it more time," Lexie spoke. "The drop-off point is 72 hours… If she doesn't wake up by then, that's the time to start to worry. But don't give up on her now."

"I need you to do me a favor," Derek spoke softly as he looked deeply into Lexie's eyes, which looked eerily similar to Meredith's.

"Yeah," Lexie nodded.

"Stay with her for me," Derek pleaded. "And I mean it. Don't leave her side…"

"Okay," Lexie nodded, "Are you going somewhere?"

"Yeah," Derek spoke softly, "There is something I have to do." Derek walked quickly through the dim halls in the middle of the night in a part of the hospital he rarely visited.

And so I cry

The light is white

And I see you

His heart was beating fast in his chest as he got closer to his destination. A deep breath fell from his lips as his hand reached out to grasp the handle and he wrenched the door open. He stepped in. From behind the desk, Dr. Wyatt observed him carefully. It was clear that he was an emotional wreck.

"Dr. Wyatt," Derek hardly breathed, "I need to talk to you."

"Come in," she bid as she nodded towards the door. Derek read the gesture and sealed himself inside. "Sit down," she offered and watched as he collapsed into the chair from across her desk.

"I wasn't supposed to know," Derek spoke finally as the psychiatrist looked on patiently. "I wasn't supposed to know that Meredith has been seeing you. But I do…and now. Now I need to talk to you. I need you to be honest with me when I ask you...."

"Dr. Shepherd," Wyatt sighed. She had known Meredith's situation backwards and forwards. She had made excellent progress, but none of it could prevent the inevitable.

"It's Derek," his blue eyes were soft as he forced a smile. "I'm sure you know more about me than I'd like to think. So please…call me Derek."

"Okay," the blonde muttered as she readjusted her glasses. "Derek, you know I'd like to tell you whatever I can to help make this situation better, But the fact is, all of my sessions with Meredith are confidential."

"And I know," Derek stressed voice replied, "I know that. But can you tell me if there would be any reason…any reason at all, why Meredith wouldn't want to wake up." Derek shook his head in embarrassment as tears began to leak from his eyes once more. He averted his eyes from Wyatt's stare as he wiped them away. "Because I need her to wake up. I don't know that will happen if she doesn't…if I don't get a chance to make things right again." Dr. Wyatt watched him closely. All of his words were genuine. "And I know…I know Meredith probably told you about how big of a screw up I am. And it's true. I am. I'm a big one. I screwed up. I messed up with Rose…and Addison. But I need. I need to fix this."

"In answer to your question," Wyatt replied quietly, deciding to have sympathy for him. "No… No. There wouldn't be any reason Meredith isn't waking up except for the fact that she is sick, Derek. I understand how you would be worried that it might be due to some other factor. But Derek, I'll be honest in saying that Meredith and I made some real progress." Derek nodded.

"Do I have a chance?" Derek asked with a bit of vulnerability evident in his eyes. "With Mere?"

"I can't answer that," Wyatt replied.

"Please," Derek begged as his head fell into his hands.

"I could already get fired for the things I've said. Derek," she sighed, "I'm sorry, but I just can't. That's something you are going to have to figure out for yourself." For a moment Derek was still and Dr. Wyatt became concerned.

"I have to…" Derek stuttered absentmindedly, "I have to get back."

"You should," Wyatt sighed. She could tell how much this man loved Meredith. It killed her inside to see him so ripped apart by this.

"Can I ask you one more question?" Derek asked as he paused at the door.

"Sure," Wyatt nodded as she stood up.

"Did you know?" Derek asked softly, "Did Meredith tell you?"

"No," she shook her head, "I found out through her chart. She wouldn't have told me otherwise." Derek nodded.

"Did she find out before or after the trial?" Derek inquired on the off chance she would tell him.

"Ironically," Wyatt sighed, "It was after. Look, Meredith has always been about saving lives, Derek. And…if it turns out that Beth is the only one that you could save. Then I know, that it would still have been worth it for her."

"Thank you," Derek breathed as he opened the door and slipped out. He walked quickly back to his office and began searching for anything that he may have missed, or for any physiological reason why Meredith hadn't woken up yet. He began to kneed at his eyes as they began to hurt from looking at his small computer screen. After struggling with consciousness for a good half hour. He fell onto his desk with a clatter of the keyboard.

They were lying in bed at Meredith's house, the pink tinted sheets still damp from the glistening sweat that had been displaced from their bodies.

"This is the best break up ever," Meredith claims as her chest bobbed up and down. She was still trying to recover from their activities. Derek couldn't help but laugh at this revelation.

"I don't know why we didn't break-up along time ago," Derek chuckled softly as he reached over to turn of the lamp, and then began to snuggle up to her.

"What're you doing?" Meredith asked cutely as she tried to push him away ever so slightly.

"Sleeping," Derek replied tersely as he rolled over slightly and settled into the bed.

"Nuh uh," Meredith finally voiced, "No, sleepovers."

"Yes," Derek argued. "Come on, please," Derek requested with his fatigue evident in his voice, "It's three in the morning, I got to work tomorrow." Meredith, however, would have nothing more.

"We agreed," She replied sternly, "no sleepovers!" She looked at Derek in a reprimanding way, "Broken-up people don't sleep over. Sex only, it's the only part of the relationship that works."

"Oh, I know," Derek teased, "And why screw it up with everything else, right? Dinner, conversations, sleepovers."

"You're mocking my severe emotional limitations," Meredith replied with feigned hurt.

"You know, I can live without conversations, I can live between meals, and sleepovers... we shouldn't have sleepovers because you snore." Both of them burst out into laughter at the truth in that sentence. "Mockery, mockery, that's the deal breaker," Derek said happily as Meredith wove her fingers into his.

"Okay," Meredith smiled in agreement, "sex and mockery it is." Derek let out a soft moan as he leant into her and they started kissing once more.

Derek let out a groan as he felt something rather uncomfortable and solid beneath him. He rolled over and fell back into a deep sleep.

Derek was waiting for the elevator when Meredith ran up excitedly. Derek looked her with a soft look in his eyes. Mark's words from earlier that day continued to echo in his head over and over.

"So," Meredith smiled. "I got Alex to cover for me so I can leave right after I round on my patients. 48 uninterrupted hours!"

"Yeah," Derek swallowed, as his voice became hesitant, "Yeah um… You know, maybe this is not a good weekend." Derek let out a sigh.

"What did Lexie say bout me?" Meredith asked assuming that was the problem.

"She didn't say anything," Derek spoke with frustration as he raked a hand through his hair. "I did all the talking. Oh, don't blame her." Derek continued knowing Meredith was upset about the fact that he was talking to her sister.

"So what?" Meredith asked with confusion, "you're friends with my sister now? I mean… you talked to the other Grey about me?"

"You know what I talked about with the other Grey? All the things that this Grey won't let me say." Derek replied finally voicing how he felt.

"You can say anything to me," Meredith argued.

"Okay," Derek nodded, deciding that it was his shot. "I want to marry you." Derek began, "I want to have kids with you. I want to build us a house. I want to settle down and grow old with you. I want to die when I'm 110 years old, in your arms." Derek paused as he thought of what to say next, "Mere, I don't want 48 uninterrupted hours. I want a lifetime." He watched as the look in her eyes transformed right before his eyes "Mmm," Derek smiled as he tried not to take it personally. "Do you see what happens?" he asked softly, "I say things like that and you fight the urge to run in the opposite direction." He saw as the look on her face transformed into something different, "It's okay, I understand. I didn't, but now I do, I do. You're just getting started and I've been doing this for a long time now. Deep down, you're still an intern, and you're not ready."

"I'm not ready right now, but things can stay the way they are and I'll get ready," Meredith said honestly, hoping that she could.

"Things can't stay the way they are," Derek said as he thought about what only having pieces of her was doing to him, "We can still meet in the elevator, the on call room. And maybe you'll get ready, and I'll wait. I'll wait until you're ready."

"Okay then," Meredith agreed.

"Yeah, but what if," Derek stuttered, "what if while I'm waiting I meet someone who is ready to give me what I want from you?" Derek asked this in a way as if he were thinking out loud. He still hoped to get a reaction from her.

"What if you do?" Meredith asked as the elevator finally arrived and the doors peeled open with a small clatter.

"I don't know." Was all that Derek could bring himself to reply as he clambered onto the elevator and the doors clambered shut between them.

Derek jolted awake, his memory of that day still racing through his mind. Why had he doubted her so much? Had it been because he had been afraid? Afraid of losing her? He was now beginning to realize how she had slipped away from him. His pager began to go off on his hip and his heart stopped. Derek stumbled to his feet, limping awkwardly to the door as the pins and needles in his leg overtook his ability to walk.

When Derek first arrived to the ICU, the first thing he recalled was the screaming. There was a frantic rush in hall in front of Meredith's room. Derek froze as he watched people running in every direction. Without thought, Derek rushed into the room to find Bailey administering charges to Meredith's chest. Webber was screaming on the other half of the room.

"Derek!" Webber's voice sounded like an echo as Derek stood frozen, watching all of the chaos around him. "Derek!" Webber tried again, and Derek's head jerked towards his boss. Derek walked numbly over to him. Sobs building in the back of his throat.

"What's happening?" Derek whispered as he heard Bailey get Meredith's heartbeat back.

"I…I don't know," Richard stuttered. "Her intracranial pressure skyrocketed. She's been seizing for the past 30 minutes."

"Oh god," Derek choked out as he shook his head. He looked at the levels that were off the charts, and knew that Meredith would die if he didn't do something.

"We have to operate," Derek swallowed, "I need to take out the tumor before the virus reverts back to its original form… It could kill her…. I…I need you to understand."

"I'll go secure an O.R," Webber nodded as he rushed out of the room.

Within minutes, Meredith was back on the operating table. He looked towards Bailey for a moment and they locked eyes.

"I need…I need a minute," Derek requested, and Bailey gave a nob before walking to the other half of the Operating Room. Rose looked on sadly from the gallery as she watched her ex whisper something into Meredith's ear. He grasped her hand gently as he did so.

I can feel you all around me

Thickening the air I'm breathing

Holding on to what I'm feeling

Savoring this heart that's healing

"Mere," Derek's choked whisper diffused through his mask. "I know there isn't anything I can say…or do to make you come back for me. But I," Derek's voice broke as he thought of the possibility that this might be it. She was incredibly fragile, and he knew that opening her up could very well cause her premature death. "I…have to tell you. I still want everything that I spoke about before. I want to marry you. I want to have kids with you. I want to build a house. And God…I want nothing more than to spend the rest of my life with you… I can feel you everywhere, Mere. I feel you on me all the time. I know what it feels like to kiss you, to touch you. But it's honestly not enough. I want to be selfish and demand you stay. I'm not done. I'm not done loving you yet. I need you to know… I need you to know those things and come back to me. Because I promise…I promise that I won't screw it up again. I…I love you."

Take my hand

I give it to you

Now you own me

All I am

You said you would never leave me

I believe you

I believe

A/N: Alright, so that's the next chapter. We still haven't seen much progress made on the part of Meredith, but Derek is doing everything that he can. I can't promise anything, but I will try to have the third (EPIC) chapter done this weekend. Prolly friday afternoon! Thanks a ton for reading! Like I said...you guys are amazing!