A/N: Hey there! So I know the letters were beyond stupid, I didn't really like them either. But I thought I was drifting away from who Meredith is, so I thought I'd that she has lots and lots of insecurities, and it's what I do. I write letters with no intentions on giving them to people. All in all, I just didn't want yall thinking I didn't know Mer, or I was drifting from her personality. On a different note, remember back a few chapters when she was planning Seattle and I said, "She had no idea who was visiting her mother" well you find out. So sorry if this chapter is dark or whatever, I just had a crappy crappy crappy day and can't really write all Bright and Shiny. Enjoy! Oh!! About 2 months has passed. Meredith and Cristina are at SU and Meredith and Derek are still friends, but who knows what could happen.....

DISCLAIMER: I'm not shondarhimes (Shonda's Twitter) so this isn't mine.

Exhaustion. Sleep deprivived. Drowsy. Tired. Numb. Elated. Scared.

Which one she felt the most, the least, or if she felt them at all. Meredith sat on her bed, books sprawled all around her, and decided she needed a break. She had been at Seattle University for 6 weeks now and it wasn't really her school life that exhausted her that much, because as a 4th year med student, it's so not easier than the first 3, like she had been told, but it was her personal life that was so time consuming. 8 weeks. 8 weeks since she had accidentally bumped into Derek Shepherd at Seattle Grace, and just about 5-6 weeks since the whole cheating thing happened and she had taken a few days to recover from seeing Finn not changing. She hated him, hated him with such a burning passion. The only reason she ever felt a connection was because he was her first, he owned a part of her and forever will. But now she didn't care. To her he was a whore and Addison was a slut. Derek deserved so much more. Speaking of Derek, Meredith missed him. It was a weird feeling, one she never knew but it was there. It'd been about 2 weeks since he moved back to his trailer, after about 3 failed attemps. It still looked like Addison. Smelled like Addison. Reminded him of Addison. Everything was Addison, but over time, he forgot about her. She ran off with Finn to god knows where and he was slowly but surely healing. Therefore, he moved back. Feeling like a burden on Meredith's life, even though she constantly reminded him that friends do this stuff for other friends. It had been about 3 weeks since she had seen Cristina. Besides school anyways. After the whole Derek thing, she slowly felt like the 3rd wheel and informed Meredith that she found a new residence. Meredith was crushed, feeling like she left her best friend out in the cold, but Cristina assured her that it was just because she was an adult and wanted to live on her own. When really she had a hidden motive.... Meredith was pulled from her thoughts about life when her phone rang.

"Miss Grey?" A kind, womanly voice asked.

"Yes, can I ask who is calling?" She replied in a frail but authoritive voice. She adopted this voice for when strangers called ever since she was left alone for the first time at age 10....

Ring. Ring. Ring.

"Meredith grab the phone! I'm going to be late!!" Ellis ravaged before storming out the door, leaving her 10 year old to man the house and the phone.

Ring. Ring. Riiiiiiinnnn-

"Hello?" A young Meredith breathed into the reciever using a frail voice but it was filled with authority. Something she adapted from her mother.

"Yes, Ellis?" The strange voice returned.

"No, she just left for work. This is Meredith."

"Oh well just tell her that Jackie Lymin called."

"Okay." Meredith said before hanging up and jotting down the information.

"Yes, this is Susan. From the nursing home. Your mother is asking for her daughter Meredith. She remembered your number and wrote it down, demanding you come and speak with her. Are you free?"

"Umm, well, sure. I'll be right over." She said, her voice itching with insecurity.

"Okay, see you then." Click. As soon as Meredith hung up, she threw on her Dartmouth tee-shirt and some jeans, looking decent and a bit better from just her PJ's. Driving to the home was the worst part, she almost got pulled over 3 times for speeding, but she made it to the home. To see her mother for the first time since her senior year of high school. Her nerves were firing at full speed. Her feet wanting to run and hide. Her mind knowing to stay. Her heart aching. Step by step, inches by inches. When she finally made it to the door, she was ushered to her mothers room. She was about to enter, when she looked through the glass and saw nothing. Just a room, a bed, and walls. No Ellis. She was no where to be fond in that tiny room.

"Umm where is Ellis Grey?"

"Miss Grey? Oh she is in the diner with a nice man."

"Man?!?! What kind of man?"

"Here, why don't you see for yourself." Meredith decided to follow the woman down a few hallways, turning ever so often, then she suddenly stopped in her tracks.

"Umm thanks, I see her. I'll just umm, go."

"Um okay?"

"I'll be back later."

"Okay Miss Grey."

"Bye." Meredith turned her heel to leave when she heard it. The laughter. A man's laughter, booming through the diner. She knew that voice, well she knew because of her eyes telling her who the man was, but she remembered that laugh from so long ago. She was 5. Her mother was doing something very rare, spending time with her. Took her to the park, but before she met her mom's boyfriend. Dr. Richard Webber. Nice man, with a loud booming laugh. She never thought she would hear t after that day. The day he left her. Meredith was sitting on the caresoul. Spinning. Round and round. Watching the couple. She saw her mother's expression go from elated, to deeply depressed. As soon as Meredith left the ride, her mother snatched her hand and they left the park. And now, 18 years later, she heard the laugh she grew to hate. She so badly wanted to run up and slap him, but she was stopped by yet another phone call. It was Derek.

"Hello?" She almost snapped. She was just so riled up that she would take it out on anyone or anything that moved. How could Richard do that to Ellis? To her? Leave her mother and then when she gets sick, he decides to come back? That's not how relationships work. At least she hoped it wasn't, because she was falling for Derek. Like scary falling. She was never this chick who got crushes on boys, got nervous when she saw them, any of it. Her mother taught her that. Boys are just there to distract you from life, their no good so don't get involved with them, or she would be very dissapointed. After watching all of Ellis's failed relationships, she took a vow not to date. She'd be the old maid. 24 years old, still true to her word, she felt awkward. Out of shape, missing out on something. All the other kids in her class weree either married, dating, or engaged, her she was the girl who never had a boyfriend, the closest she got was Finn and look how that turned out, she was scared. Of course Derek had no earthly idea about this, and she would never tell him. Especially if she wanted a relationship with him. He didn't need to know her dark and twisties. He'd leave her. Forever. Back in reality, Meredith realized she was still on the phone with Derek and had pretty much belittled him, in only one word.

"Meredith?? Meredith? Hello?" The confused voice was saying.

"What, oh sorry." Her tone changed from irate to desprate, and vulnerable, hurt, scared.

"Are you okay? First you practically yell at me, and now you sond like someone shot your dog." Derek was concerned, taking stock in her voice.

"I'm fine. What did you want?" She snapped. Looking back one last time to see Richard turn around and notice her, before scurring off.

"Umm okay, Meredith. I don't know what is wrong with you, but your being severley moody. Did I do something?"

"No."

"Okay?"

"Okay."

"Umm, yeah. Anyways, I was hoping maybe after your class at 4, maybe we can have a talk? I need to tell you some things and it sounds like you need to tell me stuff."

"Derek! I don't need you to coddle me, I said I was fine so fucking drop it!"

"Alright look. I don't know what the hell is wrong with you, but I don't want to deal with it. So when you figure out what IS wrong with you, give me a call." He was about to hang up, when he heard soft sobs through the phone line.

"I'm sorry. I'm sorry, so so sorry." She was mumbling mostly to herself, thinking he had hung up, but when she heard him sigh, she tried to wipe her tears and not look like a weak little baby.

"Mer, where are you?" His concerned voice made a whole new batch of tears form, and now she was full out balling her eyes out in the parking lot, in her car.

"I'm.... a..t,.. at.. the ... nnnnn...urrsiinngg... home.." She tried to speak, but the tears and the sadness were controlling her. Becoming her, she couldn't stop it.

"Okay, stay there, I'll be there in 15 minutes, okay?"

"O....kkk....aa..yy"

"Whatever it is, it'll be okay."

"No, it really won't." She mustered up enough will power to stop crying, only to say that sentence, then hung up. Sitting in her car for the rest of the 15 minutes, crying like a little school girl.

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True to his word, Derek showed up at the nursing home 15 minutes later, found Meredith, puffy and red faced, and his heart dropped. Something had obvisouly happened and he needed to make it better. He needed to tell her how he felt, and hoped she was ready to start dating that she cared for him enough to trust that he would care for her, make her dark days bright, and love her. She needed to know, but now was not the time. So he got out of his car, went to hers, opened the door, and took her out. Once she was on her feet, he hugged her, tight and strong, signifying that he was there. She instantly clutched his collar and ducked her head into his chest. And they stayed like this for about 5 minutes in the rain, until she finally stopped crying.

"I, I'm sorry for being so rude to you." She whispered, looking at her feet.

"Hey, no don't be sorry. Obvisouly something happened here that hurt you. Can we talk? Please?"

"I'm not good at talks..."

"I'll help you. Just trust me?"

"Okay." She breathed, he grabbed her hand and lead her to his car. Buckling her in and then going to his side. After getting in, starting the car, and driving off, he put his hand on the console, giving an opportunity for her to grab it if she wanted to but, knowing she probably wouldn't. Then slowly, but surely, she slid her hand under his, causing him to squeeze it tightly. Again signifying he was there. She sent him a weak smile, then fell asleep for the rest of the ride. They arrived at Meredith's house about 30 minutes later, he stopped to get her some food, then he carried her to the door. Causing her to stir and wake up.

"Stop! Stop the spinning!! Richard don't go! My mom needs you. Please. Why are you leaving. Stop the spinning! I have to get off this ride!!" Meredith was sleep yelling and began sleep crying, causing her to wake up and frantically looking around, then noticing a very worried Derek. Causing more tears, so she ducked her head in his chest and he carried her upstairs. Once he sat her on the bed, he hugged her. Another tight and storng squeeze showing he was there. Causing her to cry more, so after round 6 of tears stopped, he gently backed her up and wiped her tears.

"Meredith, please tell me what's wrong."

"Nothing..."

"Meredith, you have had over 5 breakdowns today. I'm worried."

"I'm sorry." She said, looking at her books, she was obviously not going to her class.

"No, please don't be sorry. I have no idea what's going on in that head of yours, but please tell me."

"You wanted to talk right? So you go first, I promise to go second."

"Okay." he breathed. "I wanted to tell you my feelings. Meredith, I've known you for 3 months now, I don't know all about you, but I want to. I want to be with you. I can love you, if you let me. I can be your shoulder to cry on like today. I want to be there, I want to wake up next to you every morning and fall asleep holding you every night." His eyes were a crystal blue, so gorgeous, filled with love and compassion. He really cared for her, this little speech caused more tears to well up. "Meredith, please. What is bothering you. I promise I won't leave you. I don't know who Richard is and why he left, but I never will. Never ever." This caused her to look up and inhale sharply before looking him dead in the eyes. He noticed her eyes were a forest green. Not good.

"Derek, I'm scared. I want to be with you too, but I'm scared. I didn't have a dad, my mom waas never there and she taught me to never date. Don't fall in love because men will only hurt you and marriage is crap. I never dated. The closest I ever got was Finn, and he was like a friend with benefits kind of guy, but my first. After he up and left, I was crushed and I fell under my mothers spell. Only school. No boys, no relationships. Just me, Cristina, school, and tequila. That was it. So I know you want all these things, but not with me. You want some bright and shiny girl, who wants kids, and wants a big wedding. Who has a family, so your kids would have 4 grandparents not 2. Derek, I'm giving you an out, because you don't want a girl like me. No one does." A fresh batch of tears welled up, in 24 years of being alive she never cried this much. "Oh and Richard is the chief. He had an affair with my mother and then left her, they were supposed to both get divorces and be together. He left her, so I'm scared."

"Meredith," He was startled. Completley shocked by her honesty, but all of her insecurities. Coming to the surface. He was just completley caught off guard. His eyes darkened and he paled at the the thought of Richard Webber contributing to her pain. The only thing he could thing to do was wrap his arms arond her and squeeze her to him. "Meredith, I will never leave you. Not now, not even the day I die. As soon as I met you, I knew things with Addison needed to end. I knew that I needed to be with the woman who captivated me at first sight. Those gorgeous green eyes, and that dirty blonde hair. There is nothing in this world that could make me walk away. And the fact that you have never dated makes we at a loss. How can a girl like you, NOT be chased by every guy? Your beautiful in every aspect possible. Inner, Outer, the whole 9 yards. I'm falling for you faster than I have ever fallen for a girl. Anyone. Like if my family saw me and how captivated by you I was, they'd think I was crazy and getting to attached. But I know I'm not. I know your the one and I know we can do this. I wanna know all yor dark and twisties as you call them, I want to hold you like this when your to sad to function. I want to give you a lifetime. A lifetime of happiness. All you have to do is say yes." He was met with the silence he expected. He poured his heart out to her, and when she sighed, it wasn't a sad sigh, but a hopeful one. He knew the answer he was about to get and he had to try and bite back a smile. She looked up at him, straight in the eyes, kissed him passionatley and said three letters. The best three letters of Derek Shepherd's life.

"Yes." She said, still staring at his eyes. He instantly wrapped his hands around her neck and she reached for his curls, and they kissed. Slow, but filled with all the passion and want from both sides. She was scared to death, but if he could hear her insecurities and then pour his heart out like that, she could at least give him a chance. Who knows, maybe he will fix her, give her the joy she has been longing for, for so long. Meredith Grey might actually see happiness, and nothing scared her more.

"Wanna go to class? You have 20 minutes before it starts."

"No, I have a world class neurosurgeon who can teach me. Because that's what were on, neurology. My future specialty." This caused him to grin from ear to ear.

"No way, seriously?" He was elated and couldn't hide it. She grabbed his face and kissed him quick.

"Yep. I'm a brain gal!"

"And I'm a brain guy?"

"Your Mr. Brainman." She said with a smile while getting off the bed.

"Mr. Brainman?" He asked, getting off the bed and following her downstairs.

"Apparentley the nurses call you that, that and McDreamy."

"I like McDreamy."

"Of course you do. 'Oo look at me I'm so dreammyyyyy.'" She mocked him.

"I do not sound like that!"

"You so do. But I like it." She winked at him. "So now that were, dating or whatever, what are we supposed to do? As I said before, when I was crying like a baby, I've never done this." She was joking but their was some insecurity in her voice. He caught it, so he wrapped his arms around her and said..

"Nothing. Their are no set rules. Just be you, the you I love."

"Well that's easy!"

"I know. So don't be scared, but when you are, just tell me. I'll remind you just how wasy this is."

"Okay. So cook for me? I'm famished!"

"We just ate on the way back?"

"Yeah, but I cried away the calories."

"Cried away calories?" He smiled.

"Yes, so are you gonna cook, or do I have to order pizza." She winked.

"Oh I will be cooking. A very yummy and healthy meal."

"Ewwww!!!"

"You'll love it."

"Fine." With that he made organic spegatti and they made small talk before calling it a night. Their second night to sleep together was so much different than the first. Instead of the awkward-ness between them, he had his arm draped around her close and his head was nestled in her hair. Their legs were entertwined and she was holding his arm. He couldn't be happier. She couldn't be more scared, but she was definitaly feeling better. She could do this. He promised her he'd never leave. She trusted him. His even breathing took her away into the land of sleep. What a good sleep it was.

A/N: So that's chapter 9. :) I hope you liked it. I had a review that while I was writing, made me start to think of ways to show this and I thought of Meredith being rude to Derek, then a break down. So thanks KathleenMcdempsey. Sorry it took so long. My life has been crap, but whats new. And high school, whoo, it's tiring. Can't wait for Grey's Day tomorrow!! :D Oh in the next update, Mer and Cris have a little battle, Meredith goes back to visit her mother, and Derek has a little run in with the chief. It's going to be 1 month later.

-xo- Ash