A/N: So this is how much I love you guys. I have the stomach flu right now and wasn't even able to get out of bed earlier, but as soon as I could, I knew I needed to update this. Cause it's just getting good! Thanks for the great reviews!

Derek scrubbed his hands as fast as he could. He had just finished a successful four hour surgery removing a tumor from the cerebellum of his patient, and needed to hurry and get ready for tonight. He was extremely worried about Meredith. He had never seen her freeze the way she had in the trauma room the other day. She'd stood him up for their lunch date and had been avoiding him since then. Derek was starting to panic. They hadn't had a real conversation in a week.

The last three nights she had already been in bed when he arrived home after work, and would claim extreme fatigue when he'd try to get her to talk to him. She was slowly pulling away from him and he felt so helpless. He loved her more than he had ever loved another human being and it was killing him that she wouldn't let him in.

But Derek had a plan. He had conspired with Izzie and a reluctant Cristina. Since Meredith wouldn't talk to him, he had her closest friends ask her to go out with them tonight. Izzie was more than happy to oblige, clearly seeing herself that something was very wrong with Meredith. Cristina on the other hand, was a little more difficult, but fifty dollars and 3 promised surgeries later, she had given in. The plan was that Cristina would be by to pick up Meredith at seven, but it would be Derek who showed up instead. He knew Meredith wouldn't refuse then. She couldn't. But if she did, Izzie would be there to help him persuade her.

Derek realized he was extremely nervous as he pulled his car up to the large house. He had been on countless dates with Meredith, but things were different now. He felt like the further and further Meredith pulled away, the less chance he had of being able to help her. Things were getting bad and he knew tonight would be one of his last chances to try to get through to her.

He paused a moment, before pushing the door bell, to collect himself. He smoothed the wrinkles on his blue button up shirt and ran a hand through his hair before finally pushing in the button. He took in a breath and tried to brace himself for whatever was to come, as he heard the chime echo through the house.

Seconds later, he heard Meredith's voice as she hurried to the door. "Really Izzie! I don't know why you couldn't just let Cristina in yourself, you're right here."

Meredith threw the door open and took a step back in shock when her eyes met Derek's. "Wh… what are you doing?"

Derek let his eyes sweep up and down his girlfriend's body. He couldn't hide the approving smile that spread across his face as he noticed her tight fitting jeans and snug black sweater that hugged her curves perfectly. Her hair was curled, but fell carelessly around her shoulders. He could stand there and stare at her all night.

Derek quickly shook his head. He didn't need those thoughts to cloud his mind right now. It was more important that he was able to reach Meredith on a different level.

"You look beautiful." He stepped into the foyer of the house and quickly kissed Meredith on her cheek. Meredith didn't say anything. She just stared back with large frightened eyes. It bothered Derek that she looked scared, so he continued lightly. "I'm here to take you out."

Meredith finally found her voice and stuttered apologetically, "I'm... sorry Derek. I... um... told Cristina and Izzie, I'd go out with them. You know... girls night."

Meredith smiled but Derek noticed she was wringing her hands nervously.

Derek suddenly felt guilty. Maybe his plan wasn't as brilliant as he had previously thought. "Well… um… actually, it's a set up. I couldn't get you to talk to me …and I missed you. So…I had them help me so I could take you out tonight. Please don't be mad Mer. It's just dinner. Big chunks of bread in baskets, expensive wine. I promise to drop you off when we're done and I'll disappear to my trailer. Just give me a few hours…. Please."

Meredith shifted nervously from foot to foot. She glanced at Izzie with raised eyebrows and her blond friend could only nod her head that it was true.

"Sorry Mer. Cristina has to work tonight and George is coming over to watch movie's since Callie had to work as well. Don't be mad at us. Derek means well. He just wants to take you to dinner." Izzie smiled encouragingly at Meredith and Derek couldn't have been more grateful. He made a mental note to make sure and thank Izzie later.

A few seconds of awkward quietness floated throughout the old Grey home. Derek held his breath, desperately thinking of what he possibly could say next to convince her. Maybe he should get on his knees? He wondered if groveling would work in a situation like this.

"Sure. Okay. Um.. let me just go grab my coat." She smiled at Derek, and although the smile was genuine, he still saw something different in her eyes. Something scared and dejected.

Minutes later they sat in Derek's car, quietly making the short drive to Meredith's favorite restaurant, one they hadn't been back to since before Addison had come to town. The restaurant was located just off of the interstate with an amazing view. It was a small intimate place that consisted of one wall that was completely glass, and it only held about fifteen tables inside. He had done some major negotiating to get a table tonight, promising a heavy tip and gently reminding the Maitre D of the life saving surgery he performed on his second cousin last summer.

Derek looked over at Meredith who sat tensely staring out the passenger window, her hands tightly clasped on her lap. Derek sighed. He wished he could read her mind. What was it that was bothering her? What was making her uneasy sitting next to the man she supposedly loved?

Derek reached over and grabbed one of her hands, forcing her to release the tight grip she had on herself. "It's okay Mer. It's just me. I wish you could understand how much I love you and how hard it is for me to see you like this. Whatever it is just tell me. I promise to understand. What is it? Your mother? Something at work?" He turned his eyes back to the road and added quietly, "Me?"

Meredith's snapped her head around to look at Derek and tears filled her eyes. "No! Oh Derek, I am so sorry. Please don't think it's you or anything that you've done. You've been so great… and you're amazing." Tears fell quietly down her cheek and she turned away from him once again to stare out her window into the cold wet night. "It's not you." She continued softly, so quiet that Derek had to strain to hear. "It's me. It's just…I'm so … and my mom said…. And I'm sure you think…" Her voice trailed off and she continued to stare out the window.

"Mer, what are you talking about? What did your mom say? What are you so sure that I think?" Derek furrowed his brows and racked his mind. Did he miss something? What was she talking about?

He watched, tightly holding her small hand in his, as she took a deep breath and turned back to face him. "I'm ordinary. There's nothing special about me. I haven't picked a specialty yet. There's no area that I stand out in. I even freeze in the trauma room. My whole life I just barely got by. I didn't get good grades in school. I didn't really care. Hell, I probably did get into this internship program because of my mother!" Meredith's voice shook now as she spoke. "For once in my life, I'd like to be anything but ordinary. As far from ordinary as possible. To know that I have what it takes. But the scary truth is, I don't have what it takes. My mother was back for only one day and she noticed it immediately. It's just a matter of time that Dr. Bailey or the Chief notices and I'll be out of the program. And …." Meredith was sobbing now, her tiny shoulders shaking. "… and then you'll realize it and you'll leave."

Derek had turned into a parking space outside the restaurant and put his car in park. He leaned over to Meredith, doing his best to hold her, ignoring the car's middle console. He let her cry into his chest as he rubbed her back soothingly. He waited a moment for her to calm down a little and then pulled away so he could look down in her glistening, puffy eyes.

"How could you think that Mer? I will never leave you. You're beautiful and incredibly talented. Who cares if you're ordinary? I love you, and all you're friends love you. Don't let what your mom said get to you… please Mer."

Meredith nodded and wiped at her tears. Derek really didn't get it and she didn't blame him. She immediately felt foolish for airing her fears and put on her best smile and reached for the car door handle.

"You're right Derek. I'm sorry I lost it like that." She pushed the door open and turned back to him, "What are you waiting for? I'm starved."

Derek laughed and hopped out his side of the car. Meredith could sure fool a lot of people by her small size. He had never seen another woman put away as much food as his girlfriend. But he was still worried. Meredith couldn't fool him, and he realized immediately that she was still upset. He was just going to have to do his best to make sure she had an amazing night, to get her mind off of her troubles. If only for a few hours.

Derek and Meredith had finished their delicious dinner of prime rib and lobster tail with steamed vegetables. Derek sat back relieved, as he watched Meredith pick at the remaining of her chocolate cake. She had seemed to be able to relax and enjoy the evening, even laughing at his jokes and chatting casually with him about patients and their mutual friends. Meredith tilted her head back and finished the last few drops of fancy wine Derek had splurged for. She was honestly having a nice night and was glad Derek had plotted to take her out.

Derek smiled at his beautiful girlfriend as she leaned back in the velvet chair, rubbing her overly full stomach. He watched her as she stared past him, out the large wall of glass, her mind drifting. He motioned to the waiter for the check and decided he'd press his luck. Maybe he could convince Meredith to come back to his trailer with him. They hadn't had sex for a little over week now, and it was starting to drive him crazy. He might not have been able to connect with Meredith mentally that night, but connecting with her physically, had never been a problem.

Derek opened his mouth to suggest they get going when he noticed a sudden change of expression in her face. Her features went from satisfied happiness, to a look of complete horror and fear.

"Oh my Gosh Derek." Her voice was an urgent whisper.

"Meredith, what on earth…" Derek turned towards the direction of Meredith's eyes. He immediately froze when he saw what it was that Meredith was staring at.

A semi with a large silver glistening fuel tank had lost control on the interstate. The truck grew larger and larger as it headed straight for the tiny restaurant. Everything moved in slow motion as the two bright headlines closed in, blinding the terrified patrons of the restaurant. Sparks flew from the back tires and smoke rose from the burning rubber as the brakes desperately tried to prevent the inevitable disaster. The semi fishtailed and started to shake. It swallowed two parked cars as it gained momentum. The back end swung to the left, causing the truck to tip. The shrieking of medal on asphalt drowned out the shrieking of the plump, gray haired lady at the table next them.

No one moved. Everyone sat wide eyed and panicked, bracing themselves for their undeniable doom. As the tank inched closer and closer, it was a strong, determined voice that broke through everyone's terrified thoughts.

"Everyone move to the back! NOW!"

To be continued!