Disclaimer: Nope. I own nothing. I am not responsible for nearly a full eleven years of emotional trauma that you, like me, may have suffered at the hands of the writers and producers of Grey's Anatomy.

Carolyn Shepherd has always been a tough women. She went through school even though almost no one actually thought she would do it. She survived twenty-five years as a Navy Nurse and the death of her husband. Plus, between her five children and Mark Sloan, she had raised four girls and two sons.

All of them were doctors.

Literally.

Every. Single. One of them.

Kathleen the shrink. Nancy the obstetrician. Liz the cardiologist. Amy and Derek the two neurosurgeons, and Mark the plastic surgeon. Carolyn tries not to think about the fact that three out of six of her biological and surrogate children are actually really incredibly good at cutting in to people's heads and faces.

At least Nancy had something to talk about with Addison when Derek started dating her. She wasn't ever quite sure that Addie was right for Derek, but she made him happy. At least, in the beginning she certainly seemed to.

Carolyn knew it wasn't completely warranted, but she worried about Derek slightly more than she worried about the others. He was the middle of the group and the only boy. Two girls on either side of him. The poor boy had to endure constant teasing from the older girls, and constant worrying over the younger two.

If Mark hadn't shown up the worrying would have doubtless been worse. He gave Derek someone else to talk with and brought a welcome edge of humor to the entire household. Thank God for chance playground accidents. Of course, there was the whole fallow up Addie debacle. But the fact that the two of them had really only had one major fight in about twenty-five years meant she wasn't shocked when the two of them got over it.

What she heard about Meredith Grey came almost entirely through the grapevine. The first few times all she gets are almost accidental slip ups of the girl's name. The very first time is a single sentence just when they're about to hang up.

"Yeah I'll call you tomorrow Mom," he said, a bit distractedly. "It might be a little closer to ten though because I have a craniotomy at seven thirty and Mere is scrubbing in on an appendectomy at eight and then there's dinner."

He had expressed his filial affection and hung up before she could wonder too much about who 'Mere' might be. She dismissed the thought fairly quickly and just tried to categorize it as her son making friends in a new city. She went to make dinner for one of her fourteen grandchildren and went about her day the next morning. The call came that night and Derek was clearly tired and the conversation was short. 'Mere' was not mentioned.

The next time she heard anything about the girl was nearly two weeks later. It's another short sentence and this time it's a full name. "Hey, do you think you could tell me what kind of tea you made when one of us was sick? Meredith's got a cold and she hasn't been sleeping well."

"Who is Meredith and how do you know how's she's been sleeping?" Carolyn asked. It was a mother's prerogative.

"Ma..." Derek groaned.

"I will tell you the brand of the tea if you tell me who she is." Bartering, extortion, it was all the same really.

A sigh came over the line as a rush of static. "She is a woman from work who I have been... seeing." No other details were forth coming so Carolyn decided it might be better to move on. She gave her son the name of the tea and filled him in on what was going on at home.

He was about to hang up, but Carolyn still had to ask. "Derek Sweetheart, does she make you happy?"

Her question was followed by silence and if she had had a worse relationship with her son she might have though he had hung up on her. "Yeah," he replied. "Stupidly, unbelievably happy."

She slowly learns more about Meredith. The first name is followed up with the last name Grey. The knowledge that her mother is a famous surgeon comes later and from the sound of it Meredith is following in her footsteps. The knowledge that she was an intern came later but Carolyn was a full ten years younger than her husband. Age is just a number.

She didn't get to meet the girl in person until yearly five years after Derek first dropped her first name over the telephone line. She hadn't really needed to visit Seattle on the way to her cruise, but she hadn't heard anything from Derek or Mark in a while and she worried about her boys. Besides, after five years she thought she probably deserved to meet this girl.

Carolyn wasn't sure what to expect, but she found her son relatively happy and healthy. She also found a pretty, petite girl, wearing light blue scrubs, a white lab coat, a bizarrely high ponytail and a slightly strained smile. The girl was obviously a little anxious to meet her, but Carolyn could mostly understand that. After all, there wasn't really a good way to walk up to someone and say "Hi, I'm the intern who your son started dating while he hadn't divorced his wife yet."

As it went, Carolyn spent most of the day poking around the hospital and meeting Derek's friends. She also got to meet Meredith's younger sister. A girl named Lexi who was dating Mark. The girl was young but Mark had officially stopped gaining mental maturity at age fifteen, and the girl was incredibly sweet. Lexi had called her Ma'am and felt guilty over a tiny speeding ticket.

She also felt like she had done some good with Owen Hunt after recommending some sleeping remedies. The veteran had a case of PTSD if anyone ever had. He was a good typical military man. From Derek's information, Meredith's best friend Cristina was sort of his girlfriend. Apparently the story was complicated. Every story at that hospital was complicated.

When she went to say goodbye to Meredith she found a different girl from the one she had met that morning. The long dirty blonde hair hung in loose curls around her face and shoulders. The lab coat was gone and a clipboard was gripped loosely in her hands. Her eyes were tired. Meredith looked like she had settles in to a natural state but the poor girl also looked exhausted.

"You seem like a nice person," Meredith said. "And you seem like you want to like me. So you should know..."

Carolyn sat back and let the girl talk. She sensed that this was the most honest conversation she would have with the girl. "The smiling," Meredith continued, gesturing broadly at her head. "With the bubbly, and the hair, and the pink. It's not me. It's fake. I'm a faker." She said the words like she was simply admitting a hard truth and nothing more. "I'm not bright and shiny. I'm dark and cloudy. Because I'm the kind of crazy person who... feels bad for serial killers."

After a moment of silence Caroln simply said. "It was very nice to meet you Meredith." Because then she actually had.

Before she left, she gave Derek the engagement ring her husband had wanted him to have. "For the right girl" he had said. Meredith grey was right for her son.

"I know enough. I know that it's easier to feel compassion for a good person than a serial killer," she had told Derek. That was incredibly important.

Because Derek saw absolute right and absolute wrong. Black was very very black, white was very very white. Absolute good and absolute bad existed for him.

But not to Meredith Grey. For that girl the world was a million different shades of grey. Black and white both existed but charcoal existed in between. She brought a sense of variety and change to Derek's life. She even felt that Mark was in good hands with her sister. The two sisters balanced out each other and each of them perfectly countered Mark and Derek.

Her boys were doing perfectly well with a few additional shades of Grey.

A/N: How did I do? I'm looking for opinions here. I'm sorry it's been a while since I posted something. I thought it would be a good play on Lexie and Meredith's name since Carolyn practically makes the metaphor for everyone in the episode she first visits in. Review for me! xoxoxoxoxoxoxoxo