A/N: A longish update...The Mer/Der "not" date has been surprisingly difficult to write. I've been through multiple drafts and revisions on these next few chapters because I really want to get this right -- it's potentially a big moment for them. Please let me know what you think... :-)

"Scoop neck tee or halter top?" Meredith asked Izzie while trying to get ready for the first actual date she had been on in an incredibly long time.

"It depends, are you looking for sex or trying to fight him off?" Izzie replied, surveying the two tops Meredith held out on hangers as though she were trying to decide which patient to save and which to let go.

"Yes," Meredith answered, nodding.

"Yes, what?" Izzie's eyebrow wrinkled in confusion.

"Yes, I'm looking for sex but trying to fight him off," Meredith confirmed.

"Oh, okay, well in that case, wear the scoop neck but make sure you have a sexy bra on underneath. And take a sweater – it will get cold at night and you might not want McDreamy as your only source of warmth," Izzie advised, understanding Meredith's clothing needs completely. "And I have a great necklace that you can wear with that. Let me go get it."

Izzie ran off to her room while Meredith scurried to change her bra and shirt. Derek was due to arrive to pick her up any minute from now, and she was running late in getting ready. For possibly the first time in her relationship with Derek, Meredith had actually taken the time to curl her hair and put on makeup for her date. The arrival of possible competition in the form of Lexie Grey pushed Meredith into heightened awareness of her own appearance, and she was ready to improve her game. If the sight of Meredith with no makeup and hair going every which way following a 36-hour shift could turn Derek on, she could only imagine how he would react to seeing her like this. Her heart began to race as she anticipated finding out.

Izzie returned with a long silver necklace speckled with clusters of brown beads and placed it over Meredith's head, careful to avoid tangling with her hair. The necklace drew just enough attention to Meredith's collarbone and bust-line without being overdone.

"Perfect," Izzie cooed, excited for her friend. "Now, stay up here until you hear the doorbell. You don't want to wait downstairs because that will make him think he was running late."

"Okay," Meredith agreed, slightly nervous. She felt like she was waiting for her prom date to arrive or something.

"And, Mere?" Izzie practically whispered.

"Yeah?"

"Bring me back a tee shirt?" Izzie smiled the kind of smile that made it impossible for Meredith to say no.

"Of course," Meredith grinned back.

Izzie turned and went back downstairs to serve as the official greeter for the Grey house, while Meredith returned to pacing and fidgeting and biting her lip as she waited. Patience in moments like these was certainly not one of her virtues. She didn't fully understand why she was so nervous. Part of her reminded herself that he had asked her to accompany him as a friend only, but mostly she was smart enough to see that it was just a cover for something more. Her only question was what he would be expecting from her. The three hour drive facing them in each direction tied her stomach in more than a couple knots. She didn't feel prepared to go into a full discussion of their relationship status yet, and she also thought that she needed to continue the break. Still, she missed being with him and was happy for the opportunity to have some alone time, even if it was clouded
with uncertainty.

"Mere! A car is pulling up!" Izzie yelled from the main level of the home.

Meredith's heart fluttered in her chest as she double checked her appearance one last time in the mirror.

"It's McDreamy! He's walking up to the door!" Izzie called again.

"Izz – you don't have to give the play by play. It's okay, really," Meredith shouted back, smiling. She applied a little more lip gloss to give her lips a subtle pink shimmer and tucked the tube into her purse. She felt good about the way she looked – confident and irresistible even – and she was dying to see Derek's reaction as he laid eyes on her. Hearing the doorbell ring and Izzie greeting Derek, Meredith decided that it was her cue to head downstairs.

When Meredith glanced downstairs at Derek standing in the foyer, she immediately felt herself flush with the excitement of seeing him. He had probably spent as much time getting ready for the evening as she had, and his efforts definitely paid off. Somehow Derek had the ability to add whole new layers of sexiness to the simple combination of slim fitting dark jeans and a snug gray tee. His hair was a mess of curls, but one that had taken time to create carefully with a bottle of gel that allowed each tendril to be placed just right on top of his head. The smile plastered across his face made his cleanly shaved jaw line seem even stronger than usual, and he followed Meredith with his eyes every time she took a step down the stairs.

"Mere, you look amazing," he cooed when she finally reached the base of the steps. He took her hand gently and leaned in to kiss her on the cheek.

Meredith immediately detected the scent of her favorite aftershave and knew that it was going to take every iota of willpower not to devour him before the end of the evening.

"Thanks, you look good, too. Have you been working out or something?" Meredith asked, not so subtly undressing him with her eyes.

Derek shrugged, still grinning. "No, nothing different. Maybe you just haven't seen enough of me lately," he teased, winking at her.

His playfulness helped Meredith relax even further. She definitely did not get the impression that he would be grilling her anytime soon about their relationship status.

"So, I packed a small goodie basket for you guys for your drive there," Izzie said, presenting an actual basket draped with a red and white checkered cloth. "It's nothing too fancy, just some oatmeal cookies that I made today and some fruit and granola bars. Mostly healthy stuff. Oh, and there's some water bottles and diet coke in there, too," Izzie said.

"That was very sweet of you, Dr. Stevens," Derek said, genuinely impressed by the gesture.

"Well, it's what I do…bake and live vicariously through my friends who go out on great dates with guys they're ga-ga over while I stay home on a Friday night…" Izzie started.

"Thanks, Izzie," Meredith interrupted. Ga-ga over? Seriously, she just said that? she thought. "Don't wait up for us. We won't be back until late," Meredith finished.

"You're not spending the night there?" Izzie asked, surprised.

Meredith looked uncomfortably over at Derek as he waited for her response almost as eagerly as Izzie did.

"No, I don't think so. We're just going to drive back when the concert ends," Meredith responded awkwardly. She hoped that Derek wouldn't be too disappointed by her response, but how could he be? They were only going as friends…

"Oh, well, drive carefully and be sure to be well caffeinated. And stop if you get too tired," Izzie instructed. Sometimes Meredith swore that Izzie mothered her more than Ellis ever did. She kind of liked it, though.

"I will take good care of her, Dr. Stevens," Derek smiled.

Izzie blushed as she realized how she must sound, as though she were preparing a daughter for a first date.

"Thanks again for the basket," Derek continued, starting towards the door. "We should get going, Mere, in case there's a lot of traffic heading out of the city."

Meredith nodded, glancing one last time over at Izzie. Her nervousness had suddenly returned as she realized that once she left with Derek, she would be trapped with him for hours with nowhere to run. She bit her lip anxiously as Izzie subtly encouraged Meredith to follow Derek.

Derek stood patiently holding the front door open for Meredith. She looked over and locked eyes with him, causing him to smile confidently once more. Taking a deep breath, she draped her sweater across her arm and walked out the door toward his car.

"So, have you been to the Gorge before for any concerts?" Derek asked, walking briskly to the car so that he could open the car door for her as well.

"A couple times, but those were a long time ago."

Derek nodded while Meredith slid into the front seat. He carefully closed the passenger door and ran around to the driver's side. Meredith leaned over to begin opening his door for him from the inside. He smiled as he watched her do it. It was a secret test that he had for all of the women he had ever dated. He always knew that the women that just sat in their own seat without reaching over to open his door were likely to be selfish. Meredith definitely was not.

Derek finished opening the driver-side door, placed Izzie's care package in the back seat and climbed into the car. He started the car, pulled some silver sunglasses down from an overhead compartment, and reprogrammed his GPS to reflect their next destination.

"Have you?" Meredith asked, wide-eyed.

"Have I…" Derek continued, a little confused.

"Been to the Gorge?" Meredith responded.

"Oh," he laughed, suddenly a little nervous himself. "No, actually. This will be my first time."

"Really?" Meredith said, excitedly. "Oh, you're going to love it. It's very beautiful and very outdoorsy, and, well, just…you." Meredith gushed.

"Very me?" Derek's eyebrow arched above the rim of his sunglasses.

"Yes, you'll see," she flirted back.

Derek smiled at her and began their three hour drive, hopeful that the evening would be memorable for both of them.

The hours flew by faster than Derek could have anticipated as he chatted with Meredith about everything and nothing. They gossiped about the new interns and discussed recent surgeries and procedures in the hospital. They oohed and aahed about the scenic beauty of Washington and swapped stories of vacations from their younger days. And at one point, Meredith convinced Derek to stop off for pizza claiming that she couldn't possibly wait for the overpriced food at the venue, despite her constant snacking on Izzie's cookies. Predictably, Meredith managed to steer clear of any conversation that could somehow be manipulated into dealing with their relationship, but Derek didn't seem to mind so much. He was just happy to be out with her and have her company again. Despite his anxiety over eventually needing to bring up the issue of their future, he hadn't felt this comfortable around Meredith in quite some time. He saw glimmers of the confidence and flirtiness that initially attracted him to her, and somehow this reassured him that things would work themselves out soon enough.

By the time they finally arrived at the amphitheater and found parking, the venue was packed and the opening acts were almost over. Still, Derek kept his cool as he casually escorted Meredith into the covered seating.

"Is the second row okay with you?" Derek asked Meredith, smiling. The sound of a piano rippled loudly throughout the area as Ben Folds opened for John Mayer, and Derek was forced to yell in order to communicate with Meredith.

Meredith's eyes grew wide.

"Our tickets are for the second row?" she asked, disbelieving.

"Yeah, second row, center stage," Derek confirmed.

She slipped her hand into his as she let him lead her to their seats, still wearing her excitement painted across her face.

Derek soaked in every minute of her expression. He had rarely seen her so happy about anything, and it made him feel good to know that he was the source of it all. He squeezed her hand lovingly as they settled into their seats to watch the remaining moments of Ben Folds' performance.

The sun was rapidly descending around the amphitheater, casting the whole venue in a kind of orange-ish glow that amplified the area's natural beauty. Derek understood completely what Meredith had meant when she suggested that the venue was very "him," and he immediately regretted not packing his camping gear just in case he could convince her to spend the night with him.

Once the opening act ended, the noise level died down to a manageable level as the road crew moved out the piano and began setting up the stage and testing guitars.

"How in the world did you manage to get these seats? Derek, they're amazing!" Meredith gushed, still letting Derek hold her hand.

"I used some connections the day they went on sale," Derek replied, momentarily forgetting the cover story of having received them from a patient. "I thought you would like it."

If Meredith realized that he had been lying the day before, she didn't let on.

"You got these for me?' she asked, touched. She suspected that tickets these good had probably cost him a small fortune, and she was a little overwhelmed by his thoughtfulness.

"Of course, Mere. That's what people do for the ones they love," he continued, his blue eyes twinkling as he gazed at her, studying her.

"For the ones they love?" she echoed, leaning into Derek a little before catching herself. Her expression suddenly darkened a little as she defensively withdrew her hand from his. "I thought we were just seeing this concert as friends…"

Derek's own expression changed from one of love to one of frustration as he emitted a loud sigh. He lifted his now vacant hand up to his head and ran it through a swath of dark curls.

"Mere," he started, exasperation oozing from his voice, "I love you, and I want to believe that you still love me. Can we just forget about all of our other problems for a few hours and have a good time together?"

Tears welled up in Meredith's eyes as she looked at Derek, but she managed to fight them off.

What am I doing? She thought to herself, almost frantic with a feeling of being smothered by Derek and the mass of people around them. She was three hours away from home and there was nowhere she could run to. She needed to deal with this…to make some sense out of it all. She couldn't figure out what she wanted anymore, and even though she knew deep down that Derek figured heavily into the equation, she had no idea how she would ever be able to give him what he wanted. She felt too dark and twisty to be chosen by him, and despite the fun start of their evening, she knew that any serious conversation would lead him to realize that she was still too supremely damaged to be in a relationship.

"I do still love you," Meredith finally whispered, biting her lower lip nervously. She studied the drink cups and food remnants littering the cement floor, unable to bring her eyes up to meet Derek's.

The tension that had been holding Derek's body like a vice loosened as he relished each syllable of her words. He extended his hand gently to Meredith's face, forcing her to look up at him.

"I'm not going to lie to you and tell you that I don't want to talk about us. I do. I need to. But that's not why I brought you here, tonight," Derek started.

The color was slowly returning to Meredith's face as her urge to flee the scene lifted.

"I miss you, Mere. I miss being with you all of the time. I can't stop thinking about you…wanting you…loving you. You constantly push me away and send me mixed signals and choose your friends over me, but I just can't figure out how to make myself stop wanting to be with you. I planned tonight, Meredith, because I wanted one night to be just about us. No friends, no hospitals, no distractions, just us. Is that okay?" Derek asked, almost pleading.

Meredith nodded, no longer able to stem the flow of tears. She reached up to try to wipe them away, but not before Derek noticed.

"Oh, please don't let my stupidity ruin tonight for us. I never should have brought this up," Derek said, angry with himself as he now found the need to comfort Meredith. He should have known better than to push her like that. She knew that he still loved her, he didn't need to come out and say it.

"It's okay…I'm…fine…"

"Fine…" he echoed skeptically, though careful not to sound bitter.

He reached up and gently swept both of his thumbs under her eyes, drawing away any remnants of tears before sliding his hands back through her hair and down towards the nape of her neck. Her hair felt incredibly soft between his fingers, and he instinctively pulled her toward him, delicately kissing her forehead.

Meredith wrapped her arms around Derek's waist, further eliminating the space between them. The warmth of his body and sensation of his lips on her forehead soothed her, and eventually she rested her head against his shoulder to allow their embrace to continue.

"I'm so tired of resisting you, Derek," she sighed. "I'm so tired of sabotaging us and hurting you."

"Then don't," Derek replied.

"I wish it were that easy for me. I really wish…" Meredith's voice trailed off. She nuzzled into him a little bit more, savoring the cottony softness of his tee shirt.

"I know, Mere, I know…" he soothed. His own mind was a mix of emotions that left him paralyzed next to her, unable to formulate fully coherent thoughts.

"Can you just hold me for a while?" Meredith asked hopefully. "I know we need to talk and I promise that we will…tonight even…after the concert…on the ride home…but I just need some time to think…not that I can think very well with your arms around me, but maybe that will remind me why I need to think…about us…and I'm starting to get cold."

"Okay," he said, smiling warmly at her. He leaned into her and kissed her lips cautiously, half-expecting her to retreat. Instead she reciprocated fully, exploring his mouth with her tongue.

Derek began running one hand through her hair and pushing himself up against her as his passion for her built. The combination of intense need and recent neglect caused his pants to feel tight. He instinctively moved closer to her, trying to eliminate every millimeter of space between them. Meredith gasped at the sensation of him bumping into her, and she quickly withdrew from his mouth, blushing.

"Derek, there are thousands of people here, some of which are children," she teased, suddenly self-conscious amidst the crowd. Although they were no longer kissing, she continued to linger in his tight embrace, still feeling him pressed up against her.

"I know. I just wanted to give you one more reminder of why you need to think about us tonight," he smiled mischievously.

"Your message is very effective," she replied, unable to conceal her own grin. She kissed him again furtively before turning away to see the stage. Meredith tugged at his jeans pocket with her left hand to keep him close behind her while she slipped in front of him in the narrow aisle. He draped his arms around her waist, and she interlaced her fingers with his just as the amphitheater went dark so that the band could take the stage.

Silently, Meredith hoped that John Mayer would play a long set. She had a lot to think about.