The first thing he noticed when he awoke was the smell of lavender that seemed to engulf him, his head pounding he felt disoriented…a warmth enveloped him as he realized a warm body was curled up in the bed. A very naked, very sleeping Meredith Grey was spooned against him. The memories of the night before flooded through him…

Flashes of her body pressed against his played through his head, the whimpers she made as his tongue pleasured her for the first time. He felt himself panicking…had he taken advantage of her, she had been upset…why did something so wrong have to feel so right.

Gently easing his body from hers he looked down at her sleeping form one last time before grabbing his shirt and throwing it on. His mind started racing…he hadn't seen Addie all night…he knew now more than ever they needed to break things off, it had been over for a long time. It just seemed neither one of them had the courage to end it. He guessed for her it was the popularity of dating an older boy…for him, well he would miss his mornings here, he would miss feeling needed, miss the bantering between him and the sleeping imp lying in her bed softly snoring…

His mind starting to wonder to dangerous territories he slowly opened the door…hoping to avoid confrontation with Addie as well as disrupting Mer. He still didn't understand how two totally different souls could be sisters. Addie was so pretentious, always worried about the latest fashions and anything that had to do with her…making herself look good in the eyes of others. Then there was Mer. Sweet, kind, selfless, she was lacking in confidence in which he would never get considering her beauty but that lack of confidence was part of her charm. She was funny…and God so smart…taking one last look back he slowly closed the door knowing this would probably be the last time he saw her. An ache in his chest he slowly made his way down the stairs and out the front door.

She heard the front door close, and allowed the tears to fall. Meredith had pretended to be asleep. She could sense him battling some inner demons and just didn't want to hear him utter I'm sorry one more time. Last night had been the most amazing thing to ever happen to her. The alcohol might have been a mistake but the way Derek had made her feel was far from it. All her life she had felt useless unloved, and somehow Derek was working his way beneath her rough exterior into her heart. As her tears soaked her pillow, she couldn't help but think that this thing between them…what ever it was, was over. She pulled her body from the mangled sheets and slipped on a robe. She opened the door to the hallway, only to be met by an array of bottles, trash, and broken things. Izzie was passed out across Alex on the couch and Cristina was no where to be found.

She clutched the fuzzy material to her body and went in search of Advil, to cure the tequila headache she was now experiencing. She was going to kill her sister. She had pretty much ditched her own boyfriend's party and was probably going to leave the mess for Meredith to clean up. Nothing could make her mad enough though, to forget what had happened with Derek.

She opened the cabinet, making noise as she shuffled the bottles around. She finally found it, and sat it on the counter while she started a pot of coffee. She walked around to the refrigerator to get something to eat and nearly fell over whatever was on the floor.

"OWWW" Someone yelled out. Meredith caught herself and stood up wide-eyed, looking at a disgruntled, half-naked Cristina.

"What are you doing in my kitchen floor. " Meredith said giggling at her.

"I have no idea." She replied as she took a coffee cup out of Meredith's hand and sat down at the table. Meredith sat down across from her and handed her some Advil to take.

"We have got to stop getting so drunk." She said smiling at her person.

"I think I had sex with Viper last night." Cristina said keeping her eyes down at her coffee. "I'm not sure though."

"We are filthy whores." Meredith replied as she took in a mouthful of the black liquid and felt it run down her throat into her chest.

"Wait…you? A Filthy whore? Mrs. I never want to have sex because I'm scared." Cristina said taunting her.

"Shut up" Meredith said glaring at her person.

"I may have messed around with Derek last night."

"What do you mean may have Mer…as in you woke up next to him and don't know how he got there?" Christina asked her eyes getting wider. Meredith grimaced, feeling the shame of knowing that she had almost slept with her sister's boyfriend. Flashbacks of the night before caused her to become flushed. Seeing this Christina's eyes widened in amazement

"You did fool around with Mcdreamy… oh God Mer what did you do…you so did not loose your virginity to Addie's boyfriend…right?"

"I did not have sex with him…. Well not exactly…" Meredith said her voice trailing off. She allowed her head to fall to the table…not wanting to think of what she'd done…or what it meant…or what she wanted it to mean. Christina laughed…one of those I can't believe you did that laughs…

"Just when I think your boring you rise." She said as she rubbed Meredith's back.

Derek hadn't even bothered looking for Addison before he left the house. At this point he didn't care either. He needed to talk to Mark. His best friend was always there for him and he always knew what to do. He had to tell Mark about Meredith. He finally pulled into his assigned spot and jumped out, heading straight for their dorm. He passed Mark's car in the lot, so he knew Mark had made it back. As he opened the door, he saw the outline of Mark's body under his covers.

"Mark, wake up. We have to talk." Derek said as he saw his body shifting. "I hooked up with Mer last night and I don't know what to do." He said seeing the figure shoot up out of bed. As the wide eyes looked back into his in surprise, He couldn't think. "Addison?" Derek said in surprise. Suddenly the door opened, Mark in towel, mouth hanging open.

Derek looked from his best friend to his girlfriend of four years. He wanted to laugh…this wasn't happening. He couldn't even be mad…he was angry and hurt, but he had no right to be…no right to feel any of that because last night he'd betrayed her…betrayed himself by giving in to his own temptation. Turning Derek walked out the door into the halls of the dormitory. Jumping out of bed Addie grabbed the tangled sheet wrapping it around her body. She ran out of the room, shouting to Derek as he walked away from her….

"I know what you're thinking Derek…and I'm not a whore…" she screamed at his turned back. Turning to face her, Derek stared…stared at the woman he once loved. He didn't even know what to say to her….

"My sister…my baby sister…my God Derek what is wrong with you?" Her voice was filled with hatred, venom spewing out biting him with every word. She was right, Addie had slept with Mark, his best friend, his brother…but what Derek had done was much worse…he had hooked up with her sister, her much younger sister….

He wanted to regret it, he knew that it was wrong…wrong to be thinking of her milky white skin as he stood here looking at his naked girlfriend wrapped up in a sheet off of his roommate's bed. He shouldn't be thinking of the way she gasped his name, or pulled at his hair. He needed to get out of here…he felt like he needed to run…

"I'm sorry Addie" it was a simple phrase…but it spoke volumes…it was all he could say.

Derek turned, walking out the door, jumping in his car and running… But instead of running towards the one person he wanted to see, the one haunting his thoughts... He ran away.