Derek runs his hand down Meredith's side as he stares at the back of her head. She sleeps soundly and peacefully as her snores proliferate the still air. The faint noise of his ticking watch and the light breeze against the limbs outside of the window are the only other sounds that penetrate the silence. The sun is setting, casting a plethora of yellows and oranges across Meredith's sleeping face. She looks almost aetherial. Like his own personal angel.

She has been sleeping for about an hour. He has been watching her sleep for about an hour. He inhales deeply, she sweet scent of her hair filling his nostrils, providing him a very small amount of comfort. She didn't ask any questions about his extended stay in the shower earlier. She just smiled warmly at him, grabbed his hand and led him into the bedroom. He wasn't exactly sure what to expect, but can't deny that he felt somewhat relieved when she informed him that she was tired and wanting to take a nap.

He scoots his body even closer to hers, needing to be as close to her as possible. If only they could meld together. That would be perfect. Her ass is now plush against his groin, her back against his chest. He can feel her lungs expanding as she inhales. He can feel the faint rhythmic beat of her heart. He can feel her living. He feels her living as he sees her dying.

She shifts in his arms and her deep breathing begins to turn shallow. She is waking up. He forces his eyes shut, not wanting her to know that he isn't sleeping. This is the new Derek. The Derek that avoids. The Derek that hides his pain to protect his fragile Meredith. He can feel her turn around his arms. He knows that she is staring at him, studying him. It is when she begins to run her hand along his lower abdomen that he knows what she wants.

Her soft hands travel down the line of hair that disappears beneath his jeans. She stops, but it is only a moment before he feels her running her finger along the inside of the waist of his jeans. She is horny. She wants sex. She almost died three days ago and she wants sex. He just keeps pretending to be asleep. He can't do this. Not now. Not when every time he closes his eyes he sees her cold, dead body. He just can't. So he continues to pretend to be asleep.

He feels Meredith move closer to him on the bed. Her hot breath hits his face as she leans in near to his ear.

"Derek," she whispers softly before nibbling on his ear, "I know you are awake."

Derek grunts in response as he opens one eye, hoping to make her believe that he was, in fact, asleep. He can't do this yet. She's not ready. He's not ready. He can feel her cold hand run up his abdomen and it takes everything in him to not flinch away from her. He know that he hand is cold because the room is cold. But he can't. Her touch. It should turn him on. But he can't.

"Meredith," he starts to say in a cracked voice, but she cuts him off by placing a finger on his lips.

"I want this, Derek," she says with a smile before leaning down to quickly brush her lips across his.

Derek forces his eyes shut, but immediately regrets his decision as her blue forms floats in front of him. Meredith doesn't seem to notice as she caries on with her seduction. She is now straddling him. He feels her hands run over his flaccid cock, but it does nothing for him. Her fingers are cold. Her fingers are dead. He can't do this.

He reaches down and grabs her wrists. She looks up at him confused. "What's wrong?" she asks, a bit of hurt seeping into her voice.

Damn it. Damn it all to fucking hell. He has hurt her now. Damn it. Hurting her is the last thing he wants to do. He can't help it that he can't. It's his body. He can't control that.

"Bathroom," he grunts as he moves to push himself up off of the bed. He needs time to come up with something. This has never been a problem before.

"Oh," Meredith says as she smiles and moves off of his lap.

Derek quickly walks into the bathroom and shuts the door behind him. He leans against the closing door as he slowly begins to massage his temples. What is he going to do? How do you handle this situation? Should he try? Maybe he could try. He could. For her. He could try for her. He inhales deeply. He could do this. He could become aroused. The only other time he has ever had this problem was when he was with Addison. The solution to that problem? Picturing Meredith.

If only that would work now. He closes his eyes as he tries to picture Meredith during one of their previous times together. He imagines his hands moving over her milky skin, so soft and smooth under his touch. His fingers dance along her inner thighs, teasing her as she attempts to arch into his touch. Derek reaches his hand into his pants and begins to stroke his still flaccid cock as these thoughts run through his mind. He continues to stroke as he hardens slightly. This is taking much more work that anticipated. If he doesn't go back to Meredith soon, she will wonder where he is. Maybe once he sees her, just maybe if it is her stroking him, maybe he will be able to do this.

He removes his hand from his pants and sighs before exiting the bathroom and returning to Meredith. His breath hitches as he opens the bedroom door. She is lying on the bed, her hair splayed out behind her. Naked. Completely naked. His eyes take in her slightly flushed face and neck before traveling further south. He feels his heart ache as he sees the bruises along her sternum. Bruises caused by the CPR. Bruises caused by him. He is so entranced by the purple, blue and yellow bruises that he fails to note the heaving of her breasts. He fails to notice the panting sounds that are emanating from her and her nipples that are fully erect. Both clear signs of her arousal. He doesn't need to look further to know that she wants this, but he can't help it. His eyes travel further south over her flat stomach. He notes the tiny scar on her lower abdomen from her appendectomy earlier in the year. When they got back together, he was captivated by that small, new scar. It was something knew for him to learn. Something new for him to run his fingers over. Something new to imagine in those times when he desperately needed her, but she wasn't there.

His breath hitches in his throat as Meredith slowly draws her knee up towards her body, giving him a clear view of just how ready she is. He can tell she is biting down on her lip without even looking at her. He can feel her hand trailing down her chest, stopping only momentarily to fondle herself, before moving over the smooth plane of her stomach. Her fingers finally come into sight at the top of her mound, and he can't help but smile inwardly with the satisfaction of knowing her so well.

He knows this her so well. The her that is sprawled out before him, hair creating an angelic halo around the crown of her head. The her that is his little sexual minx. The her that purrs into his ear and arches her back as the sensations of them making love course through her body like voltage through a battery, end to end. The her that curls her naked and sweaty body into his and seeks the comfort of his embrace while still riding the high of the giant puff of orgasm they have just shared. He knows this her so very well. Better than the back of his own hand. But Meredith Grey outside of the bedroom? He's not sure he has any idea who the hell she is anymore.

Her tantalizing tentacles fiddle with the hair at the top of her mound, caressing and grasping at the soft curls as she often does his hair. He instinctively runs his tongue over his dry lips. He is captivated by her movements, so full of life and wanting, but he still isn't hard.

"Derek," she rasps from the bed, "I need you." Her fingers slide further down and over her glistening slit. Her body immediately reacts as she arches up into her own touch as a high pitched hiss escapes her lips.

Derek clenches his jaw and forces his heavy body across the room. He has to do this. For her. He has to try. He crawls up the bed and props himself up on his elbows above her body. His icy blue eyes bore into her greys. They aren't green today. They are grey. Lifeless. Colorless. Somewhere between black and white. Almost as if the boundaries have been blurred between life and death and Meredith was caught somewhere in the middle. And Derek. Derek was caught there right along with her.

Derek feels Meredith's hand begin to stroke herself against his jeans as her panting increases. She maintains eye contact with him, daring him to take over. He wonders if she can tell he has yet to achieve an erection. He fights this thought off as he dips his head down and captures her lips in a kiss that begins gently and full of love, but abruptly turns into one of need and hunger. What starts off as a gentle sucking of her bottom lip soon turns to a harsh tugging. Meredith's short gasp of pain turns to a low moan of pleasure as her body begins to tremble from her building orgasm.

Derek feels angry. He feels angry about his helplessness. His helplessness to save her. His helplessness to help her through her problems. Anger at his inability to be there for her. Anger at his inability to get it up when she obviously needs him.

Derek growls animalistic as he reaches down and roughly grabs her wrist. He is sure there will be a bruise, but quickly pushes that thought aside as he runs his long forefinger along her moist slit. If it was good for her before, it is even better now. He can tell. He can tell because she moans loudly the second his index finger touches her. Gentleness doesn't suit him right now. He needs to vent his frustrations. He needs to vent and since he can't fuck her senseless with his cock, he will fuck her numb with his fingers.

Meredith gasps against the strained skin of his neck as he uses his thumb to roughly caress her throbbing clit. He only waits a second before thrusting two fingers into her. Hard. Quick. Deep. Her hot, slick walls surround his fingers, pulsating in a rhythm he is sure matches his own heartbeat at the moment. He feels as if he has dipped his fingers into a hot, moist cake that isn't quite ready. Naughty. Dirty. Devilishly delicious.

He moves his fingers harshly inside of her, hitting and scraping against the sides of her collapsing walls occasionally. He hears hisses of pain, but only listens to the moans of pleasure. Derek. Derek is in pain. Derek is in a pain that he is trying to work out by working her. He ignores the single, hot tear that escapes from the corner of Meredith's eye as he continues to ruthlessly finger her.

Finally, after longer than usual, he feels her walls clench tightly around his fingers as she digs her nails into his shoulders. Her body trembles beneath him, but he no longer looks into her eyes. He hasn't been able to look in her eyes since they began this bout of foreplay. He stares at a spot on the floor as she hisses and sighs into his ear and her body explodes into a million tiny pieces.

She is still panting and her juices are stilling trailing down his fingers as she begins to move her hands down his chest, ready and willing to return the favor. Derek still isn't hard. Even after all of that, he still isn't hard. He isn't hard and that pisses him off.

He removes his now sticky fingers from her and grabs her wrist, stopping her motions. "Don't," he hisses before rolling off of her.

She sits up and questions him with her eyes. He can see the hurt without looking at her. He knows that her shoulders are slumping slightly and that she is chewing nervously on her bottom lip as she debates whether or not to question him.

He sighs as he runs his clean hand over his face. He can't tell her that he can't get it up. He can't tell her that he can't get it up because every time he closes his eyes, every time he touches her, every time she does something that even remotely reminds him that she is alive, he sees her dead. He can't tell her that. So, he lies and he avoids.

His jaw slackens as he lowers his hand and turns to her, sorrow and exhaustion causing the crow's feet around his eyes to be distinct. "I'm sorry I snapped and was so rough, Mer. I have a headache. That's all," he tells her in a hushed voice.

Her face immediately softens as she looks at him and he knows that she bought it. At least for now she is buying it. She runs a sweaty palm over his clothed chest before leaning up and placing a soft kiss on his temple.

"You lie here and relax. I will go get your some aspirin and a glass of water," she whispers next to his ear. Her hot breath lapping him doing absolutely nothing to redirect his blood flow. He simply swallows the wad of emotions caught in his throat and nods slightly.

She quickly jumps off of the bed and runs into the bathroom, not even bothering to dress herself. She is going to get him medicine. She is attempting to take care of him. But she doesn't know. She has no idea. She has no idea that the pain he is feeling isn't from a headache. It's from heartache. It's from a heartache caused by her and there isn't a pill bitter enough to take away that pain.

I really struggled with this update, but I must say, I'm happy with the way it turned out. And that doesn't happen very often. I hope you all like it. I have 3 weeks of the semester left...and then hopefully for a month I will be an update machine with all of my fics. I just wanted to say...this update was big...Derek not being able to get it up has never really happened to him before...not when he tried...he didn't really try with Addison..but yeah..hope you liked it.

-Marci