Author's Note: As always, thank you guys so much for the amazing, amazing feedback! Your opinions mean the world to me. I know the last chapter didn't end with the best of circumstances, but thanks for having faith and being patient with me. This one took a bit longer than expected, but it's also longer than expected, so hopefully the two will cancel out. ;) A few quick notes on this chapter: this marks the first time I've ever borrowed a few of Shonda's words. They're denoted with an asterisk. This chapter also marks the entrance of Mark and Izzie. Mark was insanely difficult to write, so I'd love to hear your thoughts. Finally, you'll notice that all of the chapters in "Step by Step" are named after songs. Consider them suggested listening, lol. Thanks for reading, and thanks for sticking with me!

HOLD ON LOOSELY

It was another cold, rainy day in Seattle, but Derek didn't mind the weather. In fact, he actually preferred the gray skies today. They suited his mood perfectly.

He hadn't gotten much sleep after Meredith left. Even in the absence of her snoring—or, perhaps, because of it—he hadn't been able to get the pain in his stomach or the ache in his heart to subside enough for sleep to come. Instead, he'd spent hours staring at the ceiling, following the straight lines of the trailer's skylight back and forth and wondering how everything had gone downhill so quickly.

He'd thought they were fine. They were still on shaky ground, yes, but they were having slow, passionate sex in on-call rooms and flirting mercilessly in the stairwells. It had begun to feel a bit like the beginning of the relationship, before Addison's arrival had unearthed trust issues and abandonment issues and a plethora of other insecurities.

Now, in the aftermath of an orgasm, she would curl her tiny frame around him, and he'd snake his arms around her, and they would talk. About sex, and surgeries, and fake sisters, and unwanted landmates, and…well, the moments of their lives. Every day, she had unveiled a bit more of herself, and he was always awestruck by the force with which her revelations made him fall more deeply in love with her.

He'd thought they could talk about anything, but the previous evening had been a painful reality check.

She's never going to trust me. She'll entertain the notion of conversation, but she's never going to want to talk about the serious stuff. Not when the serious stuff involves her.

A disturbingly cheerful ding interrupted his reverie. With a heavy sigh of resignation, he tightened the grip on his briefcase and trudged forlornly onto the empty elevator.

He was already sinking back into the depths of his thoughts when the hurried clack of expensive shoes and the enticing smell of new leather demanded his attention.

"Hold up, man."

Derek lifted his curious gaze just in time to see Mark Sloan slipping through the elevator doors. The plastic surgeon jabbed the button for the third floor with his middle finger and slid back against the wall of the elevator, heaving a sigh of relief as he took a cautious sip of his coffee.

He managed a sheepish half-smile in Derek's direction. "Close call, huh?" he chuckled.

Derek acquiesced with a pathetic excuse for a smile. Immediately, Mark's usual smirk faded to a confused frown.

"What's up with you?"

Derek heaved a transparent sigh and trained his stormy indigo eyes on a pink flyer announcing a new hospital bridge club. "Nothing," he mumbled finally.

Mark snorted in disbelief. "Bullshit. Seriously, man, you look like someone ran over your puppy. What's up?"

Derek heaved another sigh and dragged a forlorn gaze to the floor tiles.

Mark rolled his eyes skyward and took another cautious sip of coffee. "You know your moping act puts a serious damper on the whole McDreamy thing, right?"

Derek narrowed his eyes warningly in Mark's direction, and the plastic surgeon's lips curled in a satisfied smirk.

"Nice to know you're still together enough to be pissed at me."

The comment was smug, smart-assed, and typical Mark, but there was a bitter edge to it that made Derek feel slightly guilty. With another sigh, he rolled his shoulders back and attempted a small smile for Mark's benefit.

"I'm not…angry anymore."

Mark made no move to respond, but his smirk faded to something decidedly more genuine.

Satisfied, Derek leaned back against the wall of the elevator and heaved another morose sigh.

Mark reached out and pulled the emergency stop lever, then turned expectantly to Derek.

"Okay, spill."

Derek's brow creased in confusion. "What?"

Mark rolled his eyes incredulously. "Come on, Derek. You've sighed, like, sixteen times in the past two minutes. I know we're not best friends again just yet, but you can't go out and cut people's brains open like this. So…go. Shoot. What the hell is wrong?"

They suffered a pregnant pause while Derek contemplated the floor tiles. Finally, he emitted his countless sigh of the morning and quietly broke the silence.

"I…" He trailed off and pinched the bridge of his nose to stave off his mounting headache. "I don't think it's going to work with Meredith."

Mark stood silently for a moment, sipping his coffee in contemplation, then delivered a curt, satisfied nod. "Okay."

Derek glanced over incredulously. "Okay? That's it? You're not going to fight me on this?"

Mark met Derek's gaze skeptically over the lid of his coffee cup. "Do you want me to fight you on this?"

"I want…" Derek trailed off and ran a troubled hand through his hair as he glared agitatedly at neon numbers indicating the elevator's progress. They were frozen. That's how I feel, he concluded dryly. Frozen. Fucking paralyzed. Like Meredith just pulled the stop lever.

He rolled his eyes at his pathetic metaphor.

"I want you to give me advice," he admitted finally, chancing a sideways glance at his former best friend. "And I might regret saying that in a few minutes, but…but right now, I don't know what to do."

Mark gave another curt nod. "Well, okay then," he replied gruffly. "We'll start over. What happened?"

Derek snorted. "It's more like what didn't happen…"

Mark dipped his chin pointedly.

Derek sighed.

"I don't know," he concluded finally. "We were doing the sex and mockery thing…"

"Which, for some unknown reason, you hated."

Derek narrowed his eyes in annoyance. "Right. But then I got her to add conversation to the arrangement. And, for awhile, we were talking, and it felt like we were getting to the point where we could finally communicate with each other."

Mark shrugged. "Sounds good to me."

"It was. But…last night, when we were supposed to follow sex with conversation, she just…left."

Mark's eyebrows rose in surprise. "She left?"

Derek gave a curt nod of confirmation. "She left."

Mark folded his arms and feigned confusion. "But she did show up."

Derek's brow furrowed in a deep, frustrated frown. "Mark… Look, that's not the point. We had a deal. Karev had some secret, and she and Cristina had had one of their stupidly intense conversations during lunch, and she was supposed to let me know what was going on, but when I asked, she gave me a bunch of cryptic, bullshit answers."

"Ah, so she didn't just leave," Mark volleyed with a smirk. "She answered."

"Cryptically," Derek countered. "Bullshit, cryptic answers about zoo animals."

Mark pursed his lips and nodded thoughtfully. "Did you ask her to elaborate?"

"No, but…that's not the point."

Mark shrugged noncommittally at the elevator doors. "Maybe that is the point. You said it yourself, Derek. She's a little fucked up."

Derek exhaled with such resignation that he seemed to deflate before Mark's very eyes.

"I can't do this anymore," he admitted quietly. "Everything is a struggle, and…and I'm tired of fighting her on this. I'm tired of fighting for every tiny piece of information. I'm just so fucking tired…" He trailed off and heaved a sigh that held the weight of the world. "It shouldn't be this hard, right? It's not supposed to be this hard."

The corners of Mark's mouth curled in an ironic smirk as he reflected on the energy he'd exerted to regain Derek's confidence. Beside him, Derek fell forlornly against the wall of the elevator and raked a hand through his precious curls.

"I'm just really, really tired," he concluded quietly.

"So you're giving up," Mark finished expectantly.

Derek shifted uncomfortably. "I don't know."

Mark scrubbed his face with a calloused hand before casting a sideways glance at the man he'd once called his brother. "Look, you want my advice? I'll give it to you." He shrugged noncommittally. "I don't know how hard it's supposed to be. I only know this; the stuff that's worth it? The important stuff? That stuff's never easy. And sometimes, the difficulty is how you know something's worth it."

Derek heaved a sigh and stared helplessly at the brushed silver doors. "You're saying that Meredith is worth it."

Mark followed his friend's gaze with a strange sense of resignation. "I'm saying that you have to fight for the things of substance."

Derek ran a hand through his hair and closed his eyes, succumbing for a moment to the exhaustion that threatened to overwhelm him. When he spoke, his voice was whisper-soft.

"I'm just really tired of fighting. And…" He paused to emit a low, hollow chuckle. "And I don't think she's fighting at all."

Mark thought of Addison, her brow glistening with sweat as she raked her nails along his chest and tried desperately not to scream Derek's name. He thought of the way she would cover his hand with hers whenever Derek was around, narrowing her eyes ever so slightly to gauge her husband's reaction. And then he thought of Meredith, bent over the sink in the scrub room, her eyes glittering excitedly as she expressed her surprise that her trick-or-treating effort had succeeded despite her lack of experience.

"She's fighting," he said quietly.

Derek glanced over, his lips parted in surprise. "What?'

"Meredith," Mark clarified, clearing his throat gruffly. "She's fighting." His thoughts flitted once more to Addison, and his heart ached longingly in the way it always did when she crossed his mind. "Sometimes," he continued, "sometimes people fight in different ways. Ways that aren't obvious. But Meredith…she's fighting. And if you're too tired to fight anymore, well…" He narrowed his eyes in Derek's direction and, for the first time, the neurosurgeon saw something that looked almost like jealousy in his friend's gaze. "Maybe you're not as worth it as she thought you were."

Mark's gaze dropped to the floor, and Derek's brow creased in confusion.

He was going to say something. Something about how Meredith wasn't ready. How she was still just an intern with issues, and she didn't love him enough to swim when she obviously knew how. But then Mark reached over and pushed the emergency stop lever, and the elevator resumed motion.

Apparently, Mark was done giving advice.

xxxxxxxxxxxxxxx

It had not been a good morning.

It should've been a good morning. George had presented impressively on a DBS candidate, and his explanations—both of Parkinson's and the procedure to alleviate a portion of the symptoms—had been thorough enough to earn him and her a place in Dr. Shepherd's operating room later that evening. Of course, the excitement of a unique brain surgery had been immediately overshadowed by the frigidity with which Dr. Shepherd had referred to her as "Dr. Grey."

He called her "Dr. Grey" frequently in the hospital, but he usually said the name with a playful, flirty edge.

Not today. Today, Meredith was "Dr. Grey" with a glare. Today, she was reeling from the effects of very little sleep and even less coffee. Today, she was scared that her penchant for flight over fight might have completely destroyed the delicate arrangement of sex, mockery, and conversation. And then there was the added pressure of having to decide whether or not to make an effort to help the sister that had gotten her happy ending with the father who had left…

She rolled her eyes and dropped her charts at the nurse's station, pausing for just a moment to breathe.

"You know what I liked about Izzie?"

Meredith glanced incredulously at the ceiling. Seriously? Seriously?!

Having effectively communicated her frustration with a God in whom she didn't entirely believe, Meredith heaved a sigh and turned to face her persistent friend.

"I don't know," she mumbled finally. "She makes good cupcakes?"

Alex dipped his chin pointedly. "She was optimistic," he deadpanned. "She believed in happy endings. Even despite overwhelming evidence to the contrary." He paused for a moment—partially to scan the area for eavesdropping nurses and partially for dramatic effect—before arching his eyebrows expectantly in a way that left little room for argument. "She's not optimistic anymore, Meredith."

Meredith was absolutely certain that the hallway had gotten smaller. "But…Denny died. And you…and Olivia…George."

Alex dismissed her excuses with a shrug, planting one hand on his hip and the other on the wall so that she was rendered practically incapable of escaping. "Mere, come on," he'd grumbled. "Don't make me beg."

She stared intently at the floor, trying in vain to erase Derek's glare from her mind. His voice, an almost undetectable sneer, played in her head like a broken record. "Nicely done, O'Malley. You and Dr. Grey will scrub in…"

"Look, I don't want Lexie to be part of the club."

It was enough to silence the infuriating soundtrack, if only for a moment. "The club?" Meredith repeated blankly.

"The Dark & Twisty Club," Alex clarified with another maddening shrug. "It's our club. I want it to be exclusive."

Meredith inhaled sharply. "But…I'm already in an exclusive club with Sloan."

Alex actually had the gall to smirk at her. "I know. It can be your new thing. Exclusive clubs with plastic surgeons."

"Plastic surgeons?" she queried with the ghost of a smile. "I thought you had a thing with the vagina squad?"

The left corner of Alex's mouth curled in an appreciative smirk. "I had a thing with the captain of the vagina squad," he corrected. "There's a difference."

Meredith's nose wrinkled in distaste. "Derek had a thing for the captain of the vagina squad."

Alex frowned deeply. Convincingly. "Meredith…come on."

She closed her eyes in a vain attempt to fight off the looming headache. When she reopened them, he was staring expectantly at her.

For the first time in a long time, she couldn't meet his gaze.

"Alex…stop, okay? Just stop. I need some time to think. I need to…process, or whatever."

He sucked in a preparatory breath, but whatever he had planned to say was lost in Izzie's jubilant interruption.

"Alex! You'll never guess who showed up to see Dr. Sloan this morning."

Alex exhaled with a whoosh. "Iz…"

"Frank!" Izzie cried excitedly. "Come on, Alex. I'm sure he's just dying to see you…"

With a reluctant sigh and the barest hint of a smile, Alex allowed himself to be whisked away.

"Process, Grey!" he ordered over his shoulder. "We're not done talking!"

Meredith rolled her eyes and silently thanked God for Izzie as she made her way to the cafeteria. She purchased a rather bland-looking hamburger in the line and heaved a sigh of relief when she spotted Cristina sitting alone at a table in the corner. As soon as she reached her friend, she set her lips in a line and dropped her tray unceremoniously on the lunch table, where it landed with a loud clatter.

Cristina looked up from her textbook in minor annoyance.

"What the…?"

Meredith fell into her seat with a deep, dark frown. "Life sucks."

Almost immediately, her friend's surly countenance became a mask of thinly-veiled cyicism. "Tell me about it."

"It just…sucks. I mean, why can't people just be happy? Why can't you have your cake and eat it too? Why can't you have a happily ever after with the horse and the sunset and the knight in shining…whatever? Seriously!"

Cristina snapped her book shut with a frown. "Okay, what the hell happened to you?"

Meredith's fingers descended angrily on her mound of French fries. "Thatcher's an alcoholic," she muttered angrily. "And I might have walked out on Derek last night."

Cristina's eyebrows scaled a significant portion of her ivory brow. "Oh."

For a brief moment, the two sat in silence. Meredith inhaled her fries with a quiet fury, and Cristina began an intense study of the tabletop.

"I told Shepherd that I miss Burke," she admitted finally, her voice uncharacteristically soft.

Meredith glanced up from her hamburger in alarm. "You did? Why?"

Cristina folded her arms defiantly. "Because I do," she grumbled in disgust. "And I hate that I miss him. I hate that I miss him most in the OR, because that used to be the one place I could go to think. And I hate Dr. Hahn, because she's amazing, but she's not Burke, and all she does is remind me that he used to be here, and now he's not."

Meredith's eyebrows rose appreciatively. "And the whole hospital is tainted by the fact that he used to be here," she finished quietly, expectantly.

"Exactly!" Cristina cried, furrowing her brow in disgust. "He used to be everywhere! Everywhere! Because he's Preston fucking Burke. And I know he's gone, but it still feels like he's everywhere." She rolled her eyes in frustration. "Or maybe it just feels like he's nowhere, but it's such a strong fucking feeling that he might as well be everywhere." She shook her head exasperatedly. "Does that even make sense?"

Suddenly, Meredith was five years old and wandering curiously through her stuffy, crowded house, looking under beds and behind bookshelves and wondering when Daddy had gotten so good at hide-and-seek.

"Yeah," she mumbled finally. "It makes sense."

Cristina inhaled sharply and glared at the plastic container that was still speckled with remnants of Caesar dressing. "I hate him," she hissed. "I hate all men. Like, for two seconds, he turned me into this pathetic girl who saw stupid…fairy tales everywhere, and now I just see assholes and doors slamming and…men that leave their girlfriends at the altar."

Another silence befell as loneliness settled like a leaden weight in the middle of the table.

At long last, Cristina looked up with an expression of defeat, and fear's long, icy fingers wrapped themselves securely around Meredith's stomach.

"Look," Cristina began slowly, "I'm blaming PMS." She leaned forward and placed both elbows on the table before leveling Meredith with an uncharacteristic look of uncertainty. "I know we don't do this. We never do this, but…can we be honest for a second?"

Meredith swallowed uncomfortably. "Sure."

"I don't want to be like your mother."

Meredith's chest tightened painfully as the vulnerable admission hung in the air.

"I like surgery. I do. It's just…it's not enough. I can't take a scalpel to bed with me." Cristina reached up and twisted her wild curls into a messy bun before dropping her arms back onto the table with a thud. "I don't want to be alone."

Meredith let out a soft, incredulous snort. "Yeah, well…me neither."

Cristina leaned back, folded her arms across her chest, and took a moment to study her best friend with pained objectivity. "I can't believe I'm about to say this," she muttered, "but…tell him that."

Meredith glanced up in a mixture of shock and confusion. "What?"

Cristina rolled her eyes and flicked a stray piece of lettuce off the table. "Tell Shepherd you don't want to lose him," she repeated matter-of-factly. "Look, I'm not telling you this because I like Shepherd, or because I think he's even remotely worthy, but…he couldn't sleep. When you were gone, on the not-honeymoon, he couldn't sleep without you." She rolled her eyes in annoyance. "He's an idiot, and he can be a real McAsshole, but he loves you. I know he sometimes does a really shitty job of showing it, but…he loves you, and he wants you, and…you deserve better than lonely." She set her lips in a thin line and folded her arms. "So tell him." She heaved a sigh and cocked her head pointedly. "Don't let your stupid mother ruin you forever, Meredith. You're better than that."

Meredith glanced up and arched an eyebrow expectantly. "So are you, you know. Burke…"

Cristina's expression immediately turned sour. "Burke left."

Meredith snorted in disgust. "Burke's a coward who sends his mother to clean up his messes. He's…he's Thatcher, okay? And you deserve better than a coward. You deserve someone who..." She trailed off and waved a hand in the air, trying in vain to conjure the words her friend deserved to hear. "You know," she finished lamely. "Knight. Sunsets. Whatever."

"Sunsets?" Cristina repeated with palpable repulsion.

The corners of Meredith's mouth curled in a small, sheepish smile. "Sunsets. Steps of City Hall. Sex on the beaches of…somewhere warm. Whatever."

Silence befell for a brief moment as Cristina rested in her head in her hand and used her index finger to draw circles on the table. When she finally looked up, her face was void of any and all emotion. "This conversation never happened," she stated firmly in her usual no-nonsense tone.

Meredith smiled knowingly into her burger. "Fine with me."

xxxxxxxxxxxxxxx

Tell Derek you don't want to lose him. Tell Derek you don't want to lose him. Tell Derek you don't want to lose him. Tell Derek…

Meredith inhaled deeply and rolled her eyes at her pathetic mantra. She wasn't sure what was worse—the fact that she needed to keep repeating it to herself, or the fact that Cristina had been the one to enlighten her.

Talk to Derek. It seemed like such a simple solution. Such a simple, stupid solution to their simple, stupid problems. Of course, it's kind of hard to talk to Derek when Derek is absolutely nowhere to be found.

With a sigh of fear and resignation, Meredith made the executive decision to page him. Armed with the MRI results for their DBS candidate, she spun on her heel and headed reluctantly towards the nurse's station.

She was merely ten steps from the desk when his voice wafted towards her.

"So, is Spider Solitaire a regular responsibility of the nursing staff now, or is this just a cure for the Mondays?"

The comment was followed by a bashful giggle that made Meredith's blood run cold.

"Um...can we pretend it's just a figment of your imagination?"

She didn't need to see his face to know he was smirking. "Sort of like the Dorito remnants you have right here?"

Meredith glanced around the corner just in time to see the crimson blush on Nurse Olivia's cheeks. As the petit nurse put her hands on her hips and dipped her chin expectantly, Meredith's stomach clenched painfully.

"Do you need something, Dr. Shepherd?"

He leaned forward, resting his palms against the edge of the desk, and smirked at her. "Are you implying that I'd come over here solely to harass you?"

Olivia shook her head in girlish amusement. "Well, you attendings definitely have a reputation…"

"You mean Dr. Sloan has a reputation," Derek corrected with a wry smile. Nurse Olivia giggled again, and Meredith's breath hitched painfully in her throat.

He's flirting. He's actually flirting with her.

It was too much.

Instinct took over, and before Meredith knew what was happening, she was striding confidently toward the nurse's desk, brandishing the test results like a weapon and shooting daggers with her eyes.

"Dr. Shepherd," she called pointedly, "I have the MRI scans for our DBS candidate. Come have a look with me, will you? I see something that might be a cause for concern."

He glanced up in acknowledgment, his lips parted in preparation, but she didn't wait for his response. Instead, she wrapped her tiny fingers around his bicep and dragged him into the nearest exam room. As soon as the door slammed shut behind them, he yanked his arm away, rubbing it gingerly as he looked at Meredith in something between confusion and disgust.

"Ow!" he protested shrilly, his expression clearly conveying his disgust. "What is your problem?"

"Seriously? Seriously?!"

He rolled his eyes and continued to massage his arm. Across the room, Meredith sucked in a heated breath and tossed the chart and its accompanying scans onto the counter. "Sit down," she ordered tersely.

Derek's expression darkened in disbelief. "You know I'm technically your boss, right?"

She rolled her eyes and gestured wildly with both arms. "Do you see this? This is me not caring!"

Satisfied that she hadn't caused permanent damage to his precious arm, Derek planted both hands on his hips and scowled pointedly. "You interrupted me," he began sternly. "I was having a conversation with Nurse Olivia."

"You were flirting," Meredith retorted angrily. "And with Syph nurse! Seriously!" Meredith rolled her eyes incredulously. "Do you really want syphilis, Derek?"

He arched an eyebrow smugly, but the tension in his jaw remained. "Oh, so we're back to Derek now."

"Shut up," she grumbled.

He folded his arms belligerently and glared. "Look, if you're just going to yell at me for no apparent reason, then I'm going to…"

"We need to talk," Meredith blurted. The words seemed to surprise her at first, but as they echoed along the walls of the empty exam room, she relaxed into them, and her hands found her hips.

Derek glanced exasperatedly at the door. "Oh, now you want to talk," he scoffed.

Meredith shot him a warning look. "Derek…we need this."

The finality in her tone hit him like a punch to the gut and, slowly, all the anger seeped out of him. His lips parted in protest, and his brow creased gently as his eyebrows struggled to meet over the bridge of his nose.

"Do you…are…are you ending this?"

He wasn't sure why the idea terrified him so much. Only hours earlier, he'd been entirely in favor of calling the whole thing off. Hell, he'd been engaged in an argument with Mark about the degree to which he needed to call the whole thing off. Now, though, faced with the reality of a permanent separation from Meredith…he felt strangely like the sky was falling; like his stomach was lined with lead and his lungs were full of water.

Cristina's words rang mockingly in his ears. "No, seriously. I'm just asking. Because you don't seem to have much in your life that you're actually willing to fight for."

For the first time in…well, ever…Derek began to wish he'd taken Cristina's words to heart.

"Do I...? No. No, Derek. I'm…communicating, or whatever. I'm instigating conversation."

He blinked. Once. Twice. Three times. "Without sex and mockery?" he blurted finally, his voice belying his confusion.

"Before you try sex and mockery with Syph Nurse," Meredith countered heatedly. "Look, you want to know what Cristina and I were talking about yesterday? Fine. Okay? Fine. We were talking about you, and about me, and about the addition of conversation to the sex and mockery arrangement."

Derek's eyebrows shot up and buried themselves somewhere in his signature curls as Meredith clenched her tiny, ineffectual fists at her sides.

"I was teasing her because she told you about the earplugs—which, as we both know, is a very un-Cristina-like thing to do. I asked her if you were winning her over, then she said no and spouted a bunch of crap about how awful things were when Addison showed up."

Derek opened his mouth to protest, but the furious flash in Meredith's usually tranquil green eyes stopped him cold.

"Then she asked me if you were winning me over, and I told her we were taking steps. Comfortable steps. Good steps. And then she asked me if we were stepping towards Cinderella's castle or the lion's den."

Derek's head bobbed in sudden understanding. Lions, he thought miserably. They were talking about lions. The accompanying realization all but knocked the wind out of him.

She was actually trying to be honest.

"And I told her I didn't know," Meredith continued, her voice softer. "I told her that I didn't know, but that was okay, because I liked the stepping."

She heaved a frustrated sigh and cast a petulant glare at the carpet, and he could feel the threat of tears burning the backs of his eyes when he realized exactly how defeated she looked.

"And I was okay. I wasn't lying. But then Alex said a bunch of crap about Lexie, and I started thinking about us, and I realized that maybe I wasn't so sure we weren't headed towards the lion's den, and…and then I wasn't okay anymore."

She took a step back and swallowed forcefully, finally allowing herself a chance to breathe.

Derek continued to stare at the floor in bewilderment as guilt wrapped its long, thing fingers around his chest cavity. When he finally spoke, his voice was a thin, cracked, broken thing that he barely recognized as his own.

"Why are you telling me all this now?"

"Why?" she repeated incredulously. Because I was going to tell you last night, but you didn't want to know. Because seeing you with Nurse fucking Olivia made me want to put my tiny, ineffectual fists through a wall.

Because I don't want to be my mother. Because I'd rather have you than lose you, even if having you scares the hell out of me.

"Because…because now I have a proposal for you!" she concluded angrily. "Exclusivity!"

Derek's brow furrowed in confusion. "What?"

"You want me to pour my heart out?" Meredith sneered. "Fine. I will. But you can't flirt with other women."

"I'm not…"

Meredith held up a hand to silence him. "You are," she countered. Her chest heaved deliciously as she sought to regain composure. Once she'd taken two deep breaths in succession, her eyes met his meaningfully.

"We can do sex, mockery, and conversation," she agreed softly. "We can. But I don't want you to see anybody but me. It may not be enough for you, but…I'm trying here, and…I don't want you to date anybody but me."

He gave her an incredulous look. "Meredith, when would I have time to date other women?" He paused to shake his head. "Besides," he continued, unable to keep the bitter edge out of his tone, "you're handful enough as it is."

She narrowed her eyes warningly in his direction. "Don't say that."

"Why not? It's true!"

She arched an eyebrow skeptically. "The last time you said that, you had a wife," she volleyed meaningfully.

She has a point, whispered the tiny voice inside of him.

"And then there was Lexie, and that oncologist, and now Syph Nurse, and…no more, Derek. It's like I told you in the locker room. If you want to see other people, if you want to break up with me, just do it. Don't tell me about it or flaunt it in my face. Just do it."

His mouth suddenly felt very, very dry. "I…" The word was raspy and hoarse and barely there, so he cleared his throat and tried again. "I don't want to break up."

Meredith gave a curt nod of approval. "Okay then." She folded her arms delicately across her chest and held her head a little bit higher, but her voice was soft when she spoke again.

"Derek…I can be the love of your life," she assured him quietly. Her eyes darted briefly to the floor. "I want to be the love of your life. But…but I have to be the only one." She sucked in a breath and ducked her head ever so slightly in shame. When her eyes finally rose to meet him, the gentle sheen of tears broke his heart. "I need to know I'm not headed towards the lion's den," she concluded, her voice little more than a whisper.

His breath hitched in his throat, and he reached out for her hand in a vain attempt to bridge the sudden distance between them. "Meredith…"

"Derek, no. I need to say this, okay?" She shoved her hands in the pockets of her lab coat and stared at the floor for a moment to regain composure before meeting his gaze again.

"I tried to compete for your affections once, and I lost," she told him quietly. "I can't…" She trailed off and shook her head ever so slightly. "I won't do it again."

Her words—a painful, vulnerable admission that made him sick with guilt—hung dangerously in the silence.

He wanted to argue with her. Wanted to yell that she was wrong; that he'd never given her a reason to doubt his love for her. But as he took in the sight of her—from her heaving chest and sloped shoulders to the tightness in her jaw—he knew the argument held no weight.

They'd never really talked about Addison; not after the divorce, anyway. He had thought, perhaps naively, that his simple admission of "I chose wrong" had been sufficient in laying any insecurities to rest.

He'd thought wrong.

Derek inhaled sharply and rubbed a tired hand over his face. "So…" he cleared his throat nervously, "exclusivity, huh?"

Meredith nodded firmly. "Exclusivity."

Derek bobbed his head slowly. "Okay." He glanced up long enough to muster a small, broken smile.

Meredith's chest tightened uncomfortably. "Derek…is it really okay, or are you just saying that? Because if you want to see other people…"

He set his lips in a firm line and trained his eyes on the cabinets to her left, hating the gentle tremor in her voice. "I don't."

"Look at me," Meredith demanded shakily. When he obliged, she sucked in a tentative breath. "Are you sure?"

He frowned deeply, concealing his scar with the crease in his brow. "You don't trust me."

It wasn't a question.

He watched the myriad of emotions play across her face, and Mark's words rang poignantly in his ears. "Sometimes people fight in different ways. Ways that aren't obvious. But Meredith…she's fighting. And if you're too tired to fight anymore, well…maybe you're not as worth it as she thought you were."

In front of him, Meredith inhaled nervously and resumed an intense study of the floor tiles. "I…want to," she conceded finally.

The simplicity of her admission was enough to break his heart.

Immediately, Derek was consumed with an almost painful desire to prove that he was, indeed, worth it. "Do you have to work tonight?"

Meredith dipped her chin in his direction, disapproval etched across her delicate features. "Derek…"

"Do you?"

She exhaled in defeat. "No."

He could barely conceal the smile that threatened to surface. Success. "Would you let me take you out to dinner?"

"Derek…"

Meredith rubbed a tired hand across her face and, for the first time, Derek noticed exactly how exhausted she was.

It wasn't enough to deter him. "Seriously," he persisted. "We can leave here at eight. We'll have just finished surgery, and we'll both be hungry."

"Derek…" Meredith's eyes narrowed dangerously. "Sex, mockery, conversation, exclusivity," she recited heatedly, ticking each off on one of her fingers for emphasis. "Correct me if I'm wrong, but none of those appear to include dinner."

"Ah, yes," he agreed as the corners of his mouth curled in a genuine smile, "but remember? Rules are made to be broken."

Meredith snorted incredulously. I knew that was going to come back and bite me in the ass.

"Come on," he prompted gently. "Let me take you out."

She folded her arms across her chest and arched a skeptical eyebrow. "Why?"

"Because," he shrugged, allowing a wave of regret to smooth his brow. "You don't want me to date anybody but you, right? We've never really been on a real date."

Meredith rolled her eyes in annoyance.

Derek leaned forward and tentatively grabbed the longest fingers of her right hand. "Meredith…please."

She cast him a look of irritation and disbelief.

He stroked her knuckles with the pad of his thumb and met her gaze imploringly. When he spoke again, his voice was soft and reverent and hopeful. "Let me do this for you."

She was silent for what felt like an eternity.

"Okay," she whispered finally.

Derek's smile lit up the room.

"But Derek…nothing expensive, okay? And nothing loud. And…" She trailed off and lifted her chin defiantly. "And I'm not wearing a dress."

The corners of his eyes crinkled merrily, and he gave his eyebrows a suggestive wiggle as his smile turned naughty. "Deal," he agreed, squeezing her hand thankfully.

Meredith swallowed forcefully and tried to ignore the ball of trepidation that had settled uncomfortably in the pit of her stomach. She wanted to hope. She did. She just…knew better somehow.

Derek squeezed her hand again, effectively ending her apprehensive reverie.

"Come on, Meredith. Just trust me," he entreated teasingly. "Once upon a time, I knew the way to Cinderella's Castle."

His tone was light, but there was an underlying solemnity that brought tears to her eyes.

They shared a moment of silence before she sucked in a deep breath and moved to retrieve the files she'd previously tossed aside. He released her hand reluctantly, and she shuffled quietly towards the door. She placed her hand on the knob, then bit her lip nervously and glanced back over her shoulder.

"I'll see you in surgery?"

He grinned. "Absolutely."

She managed a small, tentative smile before she disappeared. As soon as the door slammed shut, Derek released a breath he didn't know he'd been holding. A grin continued to tug at his cheeks as he glanced at his watch. He had less than seven hours to perform a complicated surgery and plan a date, but not even the sudden pressure could coax the smile from his face.

He wasn't tired anymore.