A/N- As always Thank you so much for the kind reviews, my schedule prevents me from having the time to answer them as often as I'd like but hopefully your questions will be answered as time goes on. This chapter was never my favourite to write but with a lot of tweaking I'm almost happy with it. As ever the updates will be random and infrequent at times but please bear with me. We're all busy in our own ways and I will get there eventually!

"Mom?" Derek said into the receiver after the older woman on the other end read off her number. "It's me." It had been a whole day since Meredith's appointment, and he had been building himself up to his moment. Telling his mother was a big deal, not just because this would be her only paternal grandchild, but also, he had to tell her that it wasn't going to be Addison that brought that child into the world. But what Meredith had said to him was true, she deserved to know that she was going to be a grandmother again, and amidst the rage that was likely to be directed at him in the next few moments, she'd undoubtedly be thrilled that he was finally going to be a father.

"Hello, Derek sweetheart, how are you? It feels like forever since you called." The woman's voice was stern yet soft, with no shortage of love in it. She was more upset than angry at his lack of communication. There was no denying that he had changed a lot since he moved to Seattle, and only checking in once a month or so was a rather less welcome change.

"I know, it's been busy here at the hospital and with Addison, and other… stuff. I know I should have called sooner but something came up, so…" he gabbled, praying his mother couldn't see through it.

"Oh don't worry sugar, I know how it is, the hospital owns you, even when you had your practise you were slaves to the hospital. Speaking of whom, how is my lovely daughter in law?"

"She's good, she's got a lot of big cases so she's pretty busy too, and we've had some stuff to deal with in the last few days but we're trying to work through it as best we can." His heart pounded in his chest at the anticipation of telling his mother, no combination of words feeling like the right ones. Suddenly the distance between New York and Seattle seemed even further than usual.

"Oh, nothing too serious I hope?" Carolyn frowned wishing the conversations with her son were a little more positive than they had been of late.

"That's the thing really. Oh, mom I don't know how to say this without upsetting you. I guess, I um, Er." The words to describe his situation started chasing each other around his head, not a single one of them managing to make its way out of his mouth.

"Spit it out Derek. The sooner you tell me the sooner we can fix it." The voice was firm, and Derek knew that his mother meant business.

"I'm gonna be a dad." There was silence for a moment, and then Carolyn Shepherd let out a delighted squeal.

"Oh sweetheart, that's wonderful! You must be so thrilled. I knew it would only be a matter of time." he could hear the tears falling even from his end of the line. "Oh, a Shepherd baby at last."

"I'm absolutely over the moon. I can't… I can't believe it." Derek let the tears fall from his own eyes as he listened to his mother's excitement over her fifteenth grandchild. "She had a check-up yesterday and the OB printed off some pictures. I'll have one in the mail at the end of the day." Carolyn laughed in delight, still trying to wrap her head around the fact that her son was going to be a father at last.

"So when is my grandbaby due, I need to write it on the calendar. But I won't tell your sisters I promise, you'll do that when you're ready. Oh, are they going to be here by Christmas? That would be so wonderful, a little one to cuddle near the Christmas tree." Derek intervened before she got too carried away.

"It's not due until February. Though Meredith has assured me that she will not be giving birth on or too close to a holiday. She says as soon as the baby can hear she's going to start telling it the same thing." He chuckled for a second, listening for the sound of his mother's laughter, but instead being met with silence. He quickly realised the error in his words, picturing his mother at the other end of the phone, pursing her lips and counting to ten in her head to stop herself from screaming at her only son. "Mom?" he ventured, making sure she was still there. He knew she'd honed in on the single word he hadn't meant to utter until the end of their conversation. Meredith. He'd foolishly let her name slip out. He cursed himself as he waited for his mother's reply.

"Meredith?" She asked. "As in the intern?"

"Yeah, I had a way of telling you that was a little more tactful though. Mom I'm sorry. I can explain."

"Do you love her?" She asked bluntly in a tone Derek had been afraid of since he was tiny. No amount of explaining was going to help him now.

"Yes," he said simply, knowing it was the truth. That it had been the truth since he'd laid eyes on her almost an entire year ago.

"Do you love Addison?"

"Yeah, in a different way but yes. I love both of them."

"What are you planning to do?"

"Um, well Meredith is letting me be involved, so I'm going to go to the doctors' appointments and help baby proof her place. She'll look after the baby at her place in the early days. I'll do what I can to help her, and when it's older, I guess I'll take it a couple nights a week, and when she's working. It's still early days so nothings set in stone yet. I'm trying to be a good guy, mom, it's just complicated."

"So you and Addison aren't really happy? Hence why you slept with the girl?"

"We are, it's just. Addison hurt me, and the night I came to Seattle, I met Meredith, and I fell in love with her, and then Addison showed up. So Meredith left me, as much as it hurt her, she let me have another shot with Addison, but it didn't change the fact that I'm in love with Meredith too. Prom was a moment of weakness for both of us, but now we've got a baby to think of, and part of me wants Meredith and the baby and all of that, but another part wants Addie. She's been my family for eleven years, but she didn't want a baby, and with Meredith, I have one. I want to be the best guy I can, but I know whatever happens, someone gets hurt. I just don't know what to do mom, what am I supposed to do? She's not some girl that I slept with once. She's the woman that I genuinely thought I might spend the rest of my life with. I figured Addison had Mark and New York and the practise, and I had Meredith and the hospital and a whole lotta land here in Seattle. Now I have Addison and Seattle and Meredith and a baby and no idea how to have all of it."

"Oh, sweetheart, you do get yourself into some scrapes. Are you sure you love both of them, and not just the idea of a marriage or of a baby. How do they feel about each other, I can't imagine either is hugely happy about the other?"

"They tolerate each other, Addison hated her for a while, but when she realised you can't just cut somebody out of your life, she made a little more effort. She knows that Meredith had no idea that she even existed before she showed up, and she gives her credit for that. Meredith just felt betrayed that I didn't tell her, we were together for months, and I didn't say anything. Addison told her herself. I'm the bad guy in both situations. Addie said she'd get on board with it, do the stepmom thing, I think Meredith appreciates that, she just wants what's best for the baby. And I just want to give her that. She deserves that. The baby deserves that."

"So number fifteen, huh?" The warmth had returned to Carolyn's voice, the air suddenly alight with the excitement of the next few months.

"Yeah, due February 4th, with strict instructions from its mom that it will not show up until she says so." Derek smiled for the first time since he'd picked up the phone, and he could tell Carolyn was smiling too. "It looks good so far, Meredith gave me a picture too, and then the one for your book. I told her it's a bit of a tradition, and she told me it was only right that I call you. You're the only lucid grandmother the baby has, and her father hasn't been on the scene since she was five so I guess it's her way of giving the baby a real family. She's amazing mom, you'd like her. She's clever and funny, and beautiful. She has a raw talent like none I've seen, she's phenomenal. And despite all the crap she has been dealt, she's still there helping her friends and her patients whenever they need her. She kept her mother's Alzheimer's a secret for a really long time, paid her nursing home bills, took over her estate, spent her life looking after her. She's special. She'll be a good mom. She's perfect."

"You'll let me visit her, see for myself?" Carolyn asked, knowing her son found it impossible to say no to her.

"Soon, let her get through this first bit, settle into the pregnancy a bit and then you can come. Just don't scare her off, she means a lot to me."

"Derek, no matter what you do, how stupid your choices may sometimes seem, you are my son, and I love you, and I can respect that you're trying to fix your mistakes. It's not my place to judge, I just want you to be happy, are you happy?"

"I'm getting there mom, I'm trying. I just have a lot to think about."

"Okay sweetheart." The lady sighed at the thought that her only son wasn't as happy as she'd like him to be. "I have grandkids coming in any moment now from school, so I have to leave you, but send me that photo, and maybe one of Meredith too, I'd like to see her. Now do I get to tell your sisters that I'm getting a new grandbaby?"

"Not just yet, once the twelfth week is over then ok, but not until then."

"Alright sweetheart, I really must go now. I love you, and I'm really glad you called. I'm always here Derek, bye sweetie."

"Bye mom," Derek replied before ending the call. A weight lifted from him. His mom knew, and Addison was getting used to things, and he told the mother of his child that he loved her too. All he wanted to do was go home and pour himself a double scotch, and try and figure out what he was going to do next. He knew so little about pregnancy, only the stories his sisters had regaled him with over the years, and occasional snippets from Addison when she had an unusual or exciting case. He had no idea what Meredith would be dealing with each week of her pregnancy or any idea how to support her, or even if she wanted him to. They needed a plan, so they both knew where they stood. He simply had to find her, and when she was trying to hide from the gossip train, Meredith Grey was not an easy woman to find.

"I'll be back after lunch, I'm just going to see my mom. I've not made it there yet this week, so I wanted to go talk to her, maybe tell her if she's lucid enough. I need my mom for a little bit. I feel like I owe it to her somehow. Just cover for me with Bailey and I'll get back as soon as I can." Meredith told Izzie, as she grabbed her bag and a granola bar, and fought with herself over what or how she could say what she needed to tell her mother. Every girl told their mother, right? Why should she be any different? She made the short drive, ensuring that her cheque book was in her bag, there always seemed to be a reason for her to write them an enormous cheque. She walked through the doors, welcomed by the receptionist, who pointed her to the seat by the window, Ellis' favourite.

"Hi mom," Meredith smiled, causing the older woman to look up at her, a slight hint of recognition on her face.

"What are you doing here? You should be at school. Can't you see I'm working? I don't have time for you now Meredith. You're not a child, you do not need me by your side 24/7. Where are those charts?" Meredith sighed and looked at her mom, sitting down across from her, taking her hands. She had to be grateful, sometimes, she didn't even recognise that it was Meredith, so today was an improvement, even if her mother thought she was a teenager again.

"Mom, I'm not 13 anymore. I'm 29, I'm a doctor at Seattle Grace, you retired from surgery and you live here now at Roseridge, do you remember any of that?" The dull look in her mother's eyes as she looked around the room suggested that she had no idea where she was or even why. Meredith sighed, "You don't remember any of that."

"Have you seen my daughter?" Ellis asked "She said she was coming by. I've not seen her in daylight for weeks, I'd hoped she might've come when she said she would."

"It's me mom, it's Meredith." She smiled warmly at the former doctor, knowing she had no idea who she was. Recognition seeped into Ellis' face, realising that the woman in front of her did resemble the teenager she was looking for.

"Okay, now what is it, I have a surgery in ten minutes. Report card, permission slip. More money?" Meredith had spent her teenage years this way, heading to the hospital, if she needed money for a school trip or a permission slip to be signed, catching her for minutes at a time, she had grown up telling her mom everything this way, so she had to do the same today, even though it broke her just a little that she wasn't able to have yet another moment that so many people took for granted.

"You're going to be a grandmother." Meredith told her, looking for any sign that Ellis had really understood what she said. Ellis brought her fingers up to her face, exasperated sighing heavily.

"We're going to have to talk about this later, because right now I have to go and operate on a woman who wasn't stupid enough to get herself pregnant at fourteen. I raised you to be extraordinary Meredith, but you're just like your father, so desperate for attention that you'll settle for mediocrity. You could have been a surgeon or some other type of doctor, but no you chose to be blind sighted by some boy and now I have to pick up the pieces." She waved Meredith away, but Meredith stood her ground, knowing that she could slip between her residency and her research years in seconds. Her mind going from Seattle to Boston in the blink of an eye. Ellis pursed her lips at Meredith's refusal to move. "You are to sit in my office until I send someone to retrieve you, and you will not breathe another word of this to anyone in the hospital, I'm so ashamed of you." Meredith fought back tears, as she debated whether she should leave or simply stay in the hope that her mother returned to Seattle. "I SAID GO, MEREDITH. GET OUT OF MY SIGHT." Staff, residents and guests began to stare, trying to fathom the reason behind Ellis' sudden outburst. Meredith knew her mother would only get worked up if she stayed longer, and sighing She walked towards the desk to hand over this month's cheque, met again by the receptionist that had been here even longer than Ellis had.

"Not good?" She said tilting her head sympathetically.

"No, I think maybe I made today worse, telling her I was pregnant was the final straw I think." She signed the check and handed it over to the receptionist, who looks at her eyes wide.

"Really?" Meredith smiled and nodded gently. "Well congratulations, how far along are you?"

"Oh just six weeks, but she's my mom so I wanted her to know but..."

"Oh, I'm sorry she wasn't quite there today. It's a shame."

"Yeah, well, it happens. I'll be in at the beginning of next week, but please call if anything comes up."

"Of course Dr. Grey, we'll see you then."

Meredith sighed heavily as she got in the car. She hated the disease, hated it. The One time in her life, she actually wanted Ellis to be there, and the Alzheimer's was instead. She didn't know if it was the weight of the week's events or the sheer injustice that she had to watch her mother slowly forget her, but either way it hurt, and she sat and cried, until the tears stopped flowing. She made the short journey to the hospital with a heavy heart, knowing that Bailey would no doubt chastise her for being late, and give her another pile of scut to be getting on with. Sure enough, her resident was waiting for her at the nurse's station. Her signature Nazi face on.

"You're late." Bailey informed her, folding her arms and leaning against the desk.

"I know, I had to go see my mother and she wasn't having the best time today. I'm sorry. I'll make it up to you I promise."

"Get in the conference room, we need to have a little talk." Meredith swallowed thickly, sharing a scared glance with George who was filing away a chart. She followed her resident into the room, shutting the door upon Bailey's insistence. Bailey put a hand into the pocket of her lab coat and pulled out a card. Meredith's card. Meredith's eyes widened before she put her poker face on, knowing that she'd just been found out but refusing to admit it until she absolutely had to.

"This fell out of your notebook yesterday. I'd've called you back there and then but I figured this was something that you didn't want the entire hospital to find out." She handed Meredith the card, Meredith took it and rested her face in her hands, willing herself not to cry in front of her resident. She sniffed quietly as she waited for the lecture that was no doubt about to reign down on her.

"How far along are you?" Bailey asked gently, causing Meredith to look up at her in confusion.

"Six weeks." Meredith whispered, as if telling Bailey made it even more real than it already was.

"I take it you and Dr. Shepherd didn't plan this. He is the father?"

"He is, and no, it was a shock for both of us." There was no stopping the tears now, the combination of her hormones and the shock of Bailey knowing had her sobbing mercilessly. Bailey ran round from the opposite side of the table, and tried to comfort her intern, shushing her soothingly and rubbing circles on her shaking back.

"Oh, Meredith Grey, it had to be you. It had to be one of mine." She took a deep breath. "How are you feeling, other than the shock? I'd like to think you'd say if things were a little too much, but if anyone was going to try and hide the fact that they are far from okay then it'd be you."

"I'm fine really." She sniffed, "Derek is going to be involved, Addison is being civil. George and Izzie are going to help as much as they can. Derek is supposed to be telling his mom today and now you know too. And I'm sure soon the whole hospital will find out and think I'm a whore. It's fine." She said as she broke down again, turning to leave the room when Bailey stopped her, pulling the intern in for a hug.

"Oh sweetie. You've gotta be terrified. I'd been married for ten years and it still spooked me. I'm not even going to pretend it's going to be easy, but when you see that little face, and you hold your child in your arms for the first time, none of the rest of it matters. All you will care about is that tiny little life you created. Trust me I've been there. Just try to enjoy it. You can't listen to what other people think about your situation. You're a mom now, and you have to be strong for the sake of that child. Who cares how they came into the world or why? Just focus on that end point." The two spent a short while talking, Meredith finally able to share her fears with somebody who understood the pressures of being a surgeon and dealing with a pregnancy. Bailey insisted that she was there whenever Meredith needed her in terms of her pregnancy. She was on Meredith's team it appeared, and with the absence of her own mother, she was going to take whatever she could get.

The sun was going down by the time she left Seattle Grace, and she had to be getting back for dinner, so she started the car, and drove back to 613 Harper lane. She opened the door, making a beeline for the kitchen, which smelled like food, meaning Izzie had to be in there already. And with the day she'd had, she wanted nothing more than to spend the evening with her friend in her jammies eating strawberry ice cream and swearing off men forever.

"So Bailey knows about the baby." She announced as she walked in, seeing Mrs. O'Malley at the stove, Izzie and George at the table talking avidly to her. "Oh crap."

"Language dear." Mrs O'Malley scolded as she served up four plates. She turned around eyes wide, looking Meredith up and down. "Did you say baby? Ohh, Are you pregnant?"

"Um… yes." She said as she sat down next to Izzie, not knowing what else to say, instead simply accepting the plate she'd been given.

"Oh that's so exciting! Is it Georgie's please tell me it's Georgie's."

"Mom!" George scolded in embarrassment, "Of course it's not mine. Meredith and I are just friends, roommates, colleagues."

"Well I do know about casual sex Georgie, it wasn't invented just for your generation."

"Mom please stop talking, I don't want to talk to you about sex." Louise O'Malley tutted and rolled her eyes at her son, filling a plate fuller for her son.

"So how was your mother?" Izzie asked trying to change the subject.

"Well she knew who I was today which was good, but when I told her I was pregnant, she still thought I was 14 so she told me to get out of her sight, followed by a round of 'you're such a disappointment'."

"Oh that sucks, did you see Derek at all, he was looking for you."

"No just Bailey. I dropped my appointment card and she found it and took me into the conference room to talk. Though it was less talking and more me bawling all over her like an infant, because of my infant. Not my finest moment."

"Did she yell?" George dropped in to the conversation. "I hate it when she yells."

"She was really nice actually, I cried all over her. Hello mood swings. But she was nice about it. I think she's been waiting for a reason to remind people that she's the Nazi and must be obeyed or whatever. My pregnancy apparently is a good excuse, she's just waiting for the right moment and the right people to lecture."

Their conversation was interrupted when the front door opened and Derek's voice called out.

"Meredith, are you home?"

"In here," she called back, getting up to see what he wanted. Her brow furrowed at the sight. Derek had at least a dozen books in his arms, thick volumes all seemingly related to the pregnancy and the years that came after. "Hi"

"Hi, I brought you some books."

"I can see that. Why?"

"Well Addison said that 'what to expect' was good, but there were other fairly decent titles out there. So I got them all and you can pick whichever you think is best, plus my sisters all had copies of birth to five years that they seemed to always be reading, so I grabbed that too." Meredith guided him through into the kitchen where she began to pile the books on the counter.

"God Derek," she said flicking through the top book of the pile. "It's a little graphic."

"I just think we should be prepared. Even for emergency delivery of a transverse second twin with extended episiotomy." Meredith raised one eyebrow in disgust. Childbirth was never an area that she was particularly interested in before she got pregnant, and the blood and the pain was no more appealing now that she would have to go through it.

"I'm having one Derek, not a litter. And not for months."

"Okay, bad example but better to be prepared for all of this than be scared when we get to the hospital because we don't know what to expect. Or have to run to the ER because we don't know that your symptoms are perfectly normal."

"Oh no two pregnancies are the same dear, your plans or expectations never play out the way you thought." Louise pointed out, earning her a puzzled look from Derek. "I'm Georgie's mom, are you the baby daddy?"

"Er, yeah. Derek Shepherd, I'm head of neurosurgery at Seattle Grace."

"Oh Georgie's told me all about you, so are you two an item again?" George shook his head discreetly at his mother. "Oh, well that is modern." She said blushing slightly.

"I'd better be going, I just wanted to drop those in for you." Derek decided. "Maybe we can do lunch tomorrow, or dinner, I'll take you out for dinner and we can talk about how we handle this whole situation?"

"Dinner would be good." Meredith smiled as they walked to the door. "Thanks for the books, they're great really. I'll let you know the best ones and you can grab copies for yourself." She looked into his eyes, forcing herself not to try and kiss him, no matter how much her hormones told her otherwise.

"Anything for my baby." He told her reaching out a hand to touch her flat stomach. She watched his hand on her stomach before looking and meeting his eyes again. He leaned in to press a kiss to her cheek before moving down and taking her lips, making her sigh as he deepened it with her permission, her hands in his hair before pulling away, flustered.

"I'll see you tomorrow." She said opening the door and letting him out, before closing it and standing against the doorway, mouth open in disbelief. He kissed her. He'd told her he loved her and then he'd kissed her. They'd only known about the baby for a few days, they hadn't made any decisions about how to raise it, and yet he was kissing her. She revelled in the moment before she remembered that he was married. And he loved Addison. The kiss shouldn't have happened. She was not the woman who intentionally kissed married men. He was simply the father of her child, with whom she was not in a romantic relationship. Her hormones may be all over the place but she simply had to try and control them when he was around. She sighed, the next eight months were going to be the longest of her life.