A/N: okay, I changed the rating from M to T because, well, I don't know how to write a good "nasty-nasty" scene --- I can imagine it, quite vividly in fact, but I just can't write it. LOL.

Licking the last traces of gummy bear sweetness from her fingers, she looked at Alex expectantly, studying the shifting emotions on his face. She could clearly see that he seemed bothered and agitated, and she smarted at the creeping suspicion she felt that he was slowly distancing himself from her, both physically and emotionally. Before he could lean further away from her, she placed her hand on his arm.

"Alex? Don't do that please."

"What? What don't you want me to do?" Alex replied, jumping a little at the contact.

"That … moving away from me … not looking at me … not saying anything. What is it? You haven't answered any of my questions, and now you're acting as if I have some infectious disease. What the hell is bothering you?"

"Nothing, really, Mer, it's nothing. I'm sorry. Listen, I have to go. Bailey …" was his flustered response, already jumping up to leave.

"Alex! See this … this was what I was worried about … how you're acting. Okay, fine, we had sex, " her voice becoming lower as she realized where they were, "something that maybe shouldn't have happened between us, but I thought you said you'd be fine with it. This morning you agreed that we could do the friendship thingy whatever, but now you're acting this way," exasperation causing her voice to rise once more.

"I told you, nothing's wrong. We're cool … it's all good, Mer. Really. I do have to go."

"Fine, Alex, really mature. Go then. Come find me when you get your balls back!"

X --- LATER THAT DAY --- X

You really are an asshole, Karev. You're pathetic! Slowing his pace, assessing the wisdom in approaching her, he studied the way she rested her chin on her arms, which in turn were perched on her raised knees. She was staring at the wall in front of her, seemingly relishing the isolation and darkness of their not-so-secret abandoned hallway. He didn't know if she would welcome his presence there, but he was determined to correct the mistake he made during lunch. Bracing himself for anything, he made his way to the gurney.

"Buzz off!" she said, acknowledging his presence, before resuming her catatonic wall-staring.

"Got my balls back, " he cajoled, as he positioned himself beside her on the gurney, mimicking her pose, taking pleasure in the contact between their shoulders and legs.

"You're an asshole, Alex, you know that, right?"

"Yeah, well, no argument from me on that."

She continued to stare at the wall, debating with herself on whether she should let him off easy or pay him back for being an ass during lunch. She was filtering through the list of possible insults (ass … wuss … dirt bag … etc.) when she felt him lightly nudge her with the arm pressed against hers. She shifted her head in his direction, laying her left cheek on her arms.

"I really needed a friend today, Alex," she chastised, allowing him to see sadness in her eyes.

"I know. I'm really, really sorry, Mer, for today. I was a little overwhelmed myself, and I just couldn't … anyway, I'm sorry. Some friend I am, huh?"

Although still somewhat anxious about any physical contact with her, he greatly welcomed her nudge back, breathing in relief when he saw a smile break the stoic expression on her face.

"Shepherd?" he asked tentatively, worried that it was a subject she wasn't ready to discuss.

"Conveniently for me, he had to leave for New York to get some recommendations and referrals from his former bosses and colleagues, you know, as a last ditch effort to earn him more points with the board," she mumbled.

"Is that okay … that he left?" he threw her question back at her.

"I don't know. I'm angry that he left without us resolving anything, but I'm also glad that I won't have to see him for a while."

"You gonna try to make things work again?"

Her reply was a heavy sigh and a shrug, shifting her arms around her legs to embrace them to her chest, leaning her forehead on her knees, somewhat in a gesture of helplessness.

"I love him, Alex, and it really hurts to know that he thinks of me as a complication. I've been through this before, so I know how miserable my life is without him. It's pathetic really that I want to be with him even if we have all these problems, but I can't help it. I knew he was gonna hurt me again, I knew. He did, and I also know it's going to keep happening. So, what do I do?"

He didn't think it fair to tell her his opinion, so he left it unanswered. He was pretty sure she wouldn't want to hear 'he's an asshole, and he will definitely hurt you again, so you're better of without him' so he didn't say it.

"These Shepherds … they're quite a pair, huh?" he said sardonically, which caused her to giggle.

"Yeah, a pair of jackasses," she agreed wholeheartedly, turning her head to him again.

Her carefree giggle caused his heart to lurch a little, just a little, but he allowed the spontaneous tingle to spread over his body, enjoying the sound of her laughter. He was still very confused about this friendship-thingy-agreement he had with her, but he understood that it was important that they follow through.

"We don't need them," she interrupted his thoughts.

"Damn right we don't."

"So what if he's McDreamy, with those soulful eyes and perfect hair."

"Yeah. And who needs a bitchy, amazingly stunning redhead with a hot body?" Alex said bitterly.

"We definitely don't," Meredith answered.

Then they both broke out in laughter.

"Hey," Alex said, "I'll be Derek for you, if you'll be Addison for me. No wait, don't glare at me like that. I didn't mean to make it sound crude and lewd. I just meant that we forget about our problems concerning those two by helping each other. You know, hang out, keep each other company, talk, laugh, get drunk. Deal?"

She considered this for a moment, suppressing her initial impulse to whack Alex for his proposition. She stared at him for a moment longer, wondering if it was a wise move on their part to deepen their friendship, especially since she was still rather perplexed about the feelings of security and calm she felt when she awoke in his arms. Deciding that it was dangerous to ponder on that thought, she answered instead.

"Deal."

"Great! Let's kiss on it."

"Alex!" her laugh indicating that she wasn't offended.

"Thought I'd take a shot," he said sheepishly. "So?"

"So?"

"Friends. Great friends. Hanging out, drinking, talking, no sex."

"That's right," she concurred.

"Okay," pausing for a few seconds, 'but I think we really should consider the 'no sex' rule."

"Alex!!!"

He jumped up from the gurney, laughing uncontrollably, as he watched her running after him, her high-pitched giggle ringing very close behind him.

A/N: Please review. This is my first fic, so I would greatly appreciate your thoughts on it. Thanks for reading!