"Mr. Dunn," Derek said, walking into the room with Meredith behind him. "The swelling in your brain is increasing rapidly. I really suggest you consent to surgery."

"Have you ever seen the inside of a maximum security prison?" asked Mr. Dunn. Derek shook his head no. "Believe me, if you have to die, this is the place to do it, in good company," he smiled wryly, staring at Meredith making her shiver, his stone cold eyes, piercing.

Derek sucked in a sharp breath, trying not to punch the lights out of the man. "But, as soon as you go unconscious, I can rush you straight into surgery."

"Can he do that?" Mr. Dunn questioned Meredith.

Meredith nodded. "When you're unconscious and can no longer make sound medical decisions, a two doctor consent is all that is needed to treat you."

Derek flounced out of the room followed by Meredith. "An orderly will bring him up to CT," he told her. They walked out to the nearest nurses' station, silently. Derek pulled out his blackberry and dialed an unfamiliar number.

Meredith gave him a bemused look. He held up a finger to her effectively shutting her up. She mouthed 'I'll be right back' before running towards the bathroom.

"Did you find her? North terminal...yes that's the right terminal…no, don't..." Feeling a hand on his shoulder, Derek turned around and noticed his mother. "Never mind. I found her."

"You know, there's a town car waiting for you at the airport," he smiled, hanging up the phone.

"I just took a bus…saved you some money," Carolyn replied.

"This lay over…just happened to have a layover in Seattle?" asked Derek accusatively with a knowing smile, walking with his mother through the halls.

"Well I have always wanted to check out the Space Needle. I understand you can see mount Reiner from the top."

"Ah. Anything else you want to check out?" he smirked.

Carolyn smiled. "So are you going to take me, or not?"

"I've got back to back surgeries ma, you got to give me a little more notice," Derek informed her, turning to face his mother.

"I know. I gave birth to five doctors. I know the drill," she assured him. "I can wait, meet your colleges, talk to my adopted daughter."

"Speak of the devil," smiled Derek, seeing Meredith walk down the hall.

"Carolyn!" exclaimed Meredith, surprised. "What are you doing here?"

"Derek didn't tell you I was coming?" she questioned, pulling Meredith in for a hug.

"He didn't," she frowned, glaring at Derek, hitting him square in the chest.

"Slipped my mind," shrugged Derek.

"I know you have a surgery Der, so, go to it, Mom and I'll be fine," smiled Meredith.

Derek nodded, kissing his mother on the cheek and walking away.

"So Meredith," Carolyn started. "How are you doing?"

"Fine," she replied, leading her adopted mother into Derek's office.

She smiled knowingly. "Meredith…you know I know you better than that."

"I…"

"You're still in love with Derek but you don't want to tell him because you're afraid he doesn't feel the same and you'll loose the only family you've ever loved and your best friend. Does that about cover it?" asked Carolyn.

Meredith let out a little giggle and sighed. "Yup, that's about it."

"Meredith," she sighed. "I know my son. And I know you. Tell him. At the very worst you'll have an awkward moment, not talk for a few weeks, then you'll both realize that you can't survive without each other."

"You really think so?"

"I do. But, I'm not so sure I believe he doesn't feel the same way about you."

Meredith sighed. "I don't know…I'm usually really good at reading him but on this…"

"You can't," supplied Carolyn.

"Exactly."

"Ultimately the decision is yours…but, you've wasted 15 years already so, I vote you do it soon," she said.

"Fifteen years," breathed Meredith. "That's a long time…I think the shrink is right, I am a coward…"

"You're not a coward," Carolyn assured her. "You're scared. It's okay to be scared. Being scared doesn't make you a coward."

"I-" she began but before she could answer her pager went off. "I got to go…"

"Go. Go. I get it," she nodded. "Six doctors."

"You'll be okay here?"

"I'll be fine. Go! Save lives!"

"Okay," sighed Meredith, exiting the room. She ran to answer the page. Meredith rushed into Mr. Dunn's room.

"What happened?" Derek demanded rushing in right after her.

"He went unconscious…him ICP is failing," Dr. Parker, the resident, stumbled.

Derek signed the form for Mr. Dunn's surgery and handed it to Meredith. "Sign the form," he insisted.

She hesitated. She thought about the early morning, Mr. Dunn's requests to let him die. "Meredith sign the form," he said louder. She still hesitated, feeling almost bad for the killer. "Meredith sign the form!" demanded Derek loudly.

Being taken back she quickly signed the form and followed Derek out of the room to scrub in while the guards and Dr. Parker moved the patient towards the OR.

***

"Derek," Carolyn called, approaching her son, who was clad in a sweater, jeans and a jacket, alter that day.

He turned to face her. "Yes?"

"I'm leaving soon and I think we need to have a talk."

Derek nodded, leading his mother outside to a bench. It was a wet evening, but void of the usual torrential downpour and wind.

"I know there's something you're not telling me."

He paused. "I'm in love with Meredith," blurted Derek.

Carolyn desperately tried to stifle a grin. "Good," she nodded.

"What?" he asked, puzzled.

"Derek, she is perfect for you. Much better than that insufferable horse."

"Ma!" gasped Derek.

"I spent ten minutes with the girl and she's dreadfully wrong for you," she told him. "Meredith, on the other hand, is perfect. She's smart, witty, not to mention, beautiful and she's not afraid to call you on your crap."

"I…"

"You don't want to mess up your friendship," she interrupted. Derek nodded. "I know Meredith. And I know you. Tell her At the very worst you'll have an awkward moment, not talk for a few weeks, then you'll both realize that you can't survive without each other," Carolyn repeated exactly what she'd told Meredith just hours before, with a smile. They were in love with each other but they'd just have to work up the courage to tell each other.

"You think so?"

"I know it. But, I don't know that she doesn't feel the same."

"You think she does?" he asked, semi hopefully Carolyn shrugged.

"Hey!" they heard called out. Turning they saw Meredith walking towards them.

Derek immediately smiled. "Hi."

"You staying over again tonight Der?"

"Yeah."

"What about you Carolyn? Are you staying over night?"

"I am," she smiled.

"Then come with us," told her Meredith beckoning the two towards the parking lot.

***

A/N: Different than the show, no Jackson…and there isn't going to be as much MerDer tension…at this part. This was a little fillerish but the talking was important. Go Mrs. S!