Thank you all so much for the encouraging reviews - makes all the hard work worthwhile! I know this story is different on a lot of levels, but if you've read any of my other fics, you know my feelings for MerDer, and you know this is ultimately still their romance. And saying that, this chapter is all that, so I hope you enjoy it, and that it will answer your questions about why Meredith left. After all the speculation, maybe it's not too complicated after all...

Thanks for dakotalady for your input on this chapter... :)

Chapter Eleven

"I almost forgot how beautiful it looks from up here," Meredith murmured, standing at the windows of Derek's loft. He stood behind her, his hands on her shoulders, and she leaned back against him. The rain had stopped for the moment, and the clouds were scudding away slightly, revealing pieces of the night sky. The lights of Seattle glimmered in the rain washed night, looking fresh and new.

"It is...and I'm glad you're here to see it again..." He kissed her temple, trailing soft kisses down along her cheek. His warm breath fanned her skin, and she shivered a little. She could never deny the desire that sparked between them; it was just natural to respond to him. And after the roller coaster ride the day had been, she just wanted to feel alive and desired.

Derek caressed her upper arms, revealed by the silky sleeveless blouse she wore. She was warm and pliant in his embrace, and he could hardly believe she was here again. He wasn't going to question the reasons why, or how long it might last, but he was just going to let things run their course. After the prolonged absence, he was grateful to have this second chance to make this more permanent. But slowly, he realized.

"I know you must be used to the view, but I could stand here all night," Meredith smiled, turning in his embrace.

"The view is mainly why I stayed here," he admitted softly. "The memories made it a little more difficult on some levels, but..."

"Derek..."

"It's okay, we'll talk whenever you're ready," he told her gently. "Now, I promised you dinner..."

"You did," she smiled, her appetite piqued by the aroma of what he had already started cooking. She had stopped at the house just long enough to make sure everything was secure, and pick up a few things for an overnight stay. Now being here again stirred up more memories, and she realized just how hard it must have been for Derek. A little whisper of sadness clouded her eyes briefly, and he brushed a kiss across her lips.

"We have all evening to talk...come keep me company in the kitchen..." he urged, tugging her towards the kitchen. It was just the way she remembered it, sleek and modern, everything perfectly in place. She perched on the stool at the granite topped island, watching him move confidently. He seemed to be more relaxed there, wearing a pair of dark wash jeans, and a cream cable knit sweater. His hair was damp from a quick shower before she'd arrived, the thick black curls in delicious disarray. Her body tightened, looking at him - he was just so damn gorgeous - she was always just a little amazed at how he wanted to be with her.

"Here..." He poured a glass of her favourite Shiraz, before turning his attention to the meal preparation. "You look more relaxed already."

"I feel better," she admitted. She tossed her hair back over her shoulder, before looking around the open dining area. He had lit several taper candles, and the table was already set. She was amazed at how much he had managed to do in a short span of time.

"Good."

"You really know how to tempt me, don't you?"

"I'm doing my best," Derek admitted, with a wink. He had the steaks ready for the barbeque that was warming on the balcony outside, and the baked potatoes were already in the oven. There was even the aroma of freshly baked biscuits in the air, and her mouth watered. He turned back to her, and leaned closer, giving her a small kiss on the cheek. "I like having someone to cook for again. I'm glad you decided to take my offer tonight."

"Me too," Meredith sighed, leaning into him, suddenly wanting to have more of this intimacy that was warm and familiar. Her hand hooked in the wool of the sweater, pulling him closer. For a second, his mouth hovered over hers, and she was almost dizzy with anticipation. Derek took her face in his hands and softly pressed his lips to hers in a warm, tender kiss. Then as she slipped her arms around his neck, he deepened the kiss, molding her body to his, and winding his hands in her hair. His tongue delved into her mouth as she sighed involuntarily.

After he backed away, he gave her that little sexy smile that made him so irresistible. "Dinner first...right?" he asked, his voice low and full of promise.

"Dinner...right..." she agreed softly, her hand lingering on his chest, feeling the rapid beat of his heart. She was going to relax and let everything else take care of itself later.

During the meal, Derek left the door open to the balcony, letting the warm damp air inside. They lingered over the steak and the crab legs, talking about nothing in particular. Candlelight played over his face, as he slowly wiped a stray bit of butter from his plate and licked his finger thoughtfully. Meredith caught his eyes, and her core tightened at the desire that was evident there. "You're doing that on purpose..." she murmured, reaching across the table to take his hand.

"Doing what?" he asked, tilting his head.

"You're seducing me..."

"Figured me out, didn't you?" he asked, taking the last sip of his wine, and setting the glass aside.

"I'm not complaining."

Derek stood up quickly, keeping her hand in his, and pulled her up beside him. "Then what do you want now, honey...?"

"Just make love to me Derek...that's all I want now..."

"Are you sure?" He smiled at her, warmth in his eyes, mixed with the desire for her. She smiled back, enjoying the way he devoured her with his eyes. "I don't want to push you into anything..."

"You're not pushing...I'm here, and I want you...just as much as ever..."

Derek gave her a slow, sensual grin that went right to her toes. "You still have that same way of getting your way, just like when I met you at Joe's..."

"You mean you got your way..." she teased him back, sliding her hands around his waist.

He picked her up before she knew it, and she gave a little squeak of surprise. "I don't need to be told twice," he grinned wickedly, as he carried her into the bedroom, and let her down onto the bed carefully. Moonlight played over her, and he paused, wanting to enjoy the moment, savouring the anticipation between them. He could hear the faint rumble of thunder, somewhere in the distance, but it was all quiet in the bedroom, their breathing the only sound.

"Are you coming?" she asked softly, holding her hand out to him, inviting him to join her, making him realize just how much he needed her.

"Only if you come with me," he countered, recalling their conversation on their first time together, and she giggled a little at the thought.

"Coming alone isn't nearly as much fun..." she murmured, watching him strip off his sweater.

"Then I'm all for joining you, honey," he told her, kneeling in front of her. Ever so gently, he leaned towards her, and kissed her lips. "Close your eyes..." The tone of his voice made her ache for him, but she closed her eyes as he asked, waiting for him. His mouth touched her cheek, her shoulder, as his fingers grasped the hem of her silky blouse, lifting it up over her head. Cool air kissed her warm skin, before his mouth caressed her once again. Moving in delicate strokes everywhere, sending hot pulses through her veins. She whimpered softly, wanting more. "Shh...let me explore all of you again...you're so damn beautiful..."

Derek paused for a second, tracing the curve of her breast with one fingertip, until he reached the front closure of the satin bra. It popped open easily, and he cupped her breasts in his hands once they were free of restraint. He took her nipple in his mouth and tugged on it, sending hot desire through her to her clit. His teeth nibbled and played with it, while his hands caressed her skin. A soft moan of pleasure caught in her throat, as he took his time to touch every part of her again.

"God, Derek...more..." she murmured, as he gently removed the rest of her clothes, hands feathering along her skin as it was revealed to his hot gaze. He welcomed her sleek, feminine body again, kissing her mouth and reveling in the feel of her. Her hands tugged at the jeans that were in the way between them, and he grinned at her impatience.

"Okay honey...don't move a muscle..." He slipped away from her briefly to remove his pants, just as anxious to have their naked bodies touching everywhere. "Mmm...much better...now you aren't in a hurry are you...? I think we can take our time this time..." Without waiting for her answer, he gently rolled her over to her stomach, and moved on top of her. He admired the curve of her back, as the moonlight continued to spill over them, making her glow. He laid his head at her neck and inhaled her scent, and kissed the delicate line of her spine, past her shoulder blades and down to the small of her back. He stayed there for a moment, kissing her there and along the top of her ass. Trailing kisses along the cheeks, down to her thighs, and to the back of her knees, as she moaned and sighed. He moved on to her calves and her feet, before rolling her back over and kissing back up to her thighs. Meredith opened herself for him, and he kissed just along the outside of her glistening folds, making her writhe under him. He placed kisses everywhere, just returning now and again to kiss and lick at her swollen pink lips. He kissed up along her belly and to her breasts again, sucking on her nipples as she rolled her hips up against him in frustration.

Releasing her breasts, he kissed his way back to her hips, and down between her legs. He lifted her up slightly and found her clit with his tongue so that she made a low sound of pleasure. Continuing to lick and suck at her, so that she arched her back and slowly ground her hips to his tongue to get more pressure on her clit. She started to convulse as she whimpered for the release that eluded her. He continued to lick small circles around her clit, while his fingers moved in and out of her, making her buck and whimper more. Lost in the perfect sensations that rolled through her, the orgasm hit her in a wave, convulsing over and over again, as his tongue kept circling her clit. Her body shook around him, and he enjoyed the sensation of her climax against his tongue – the sweet feminine release that was so exquisite.

Meredith collapsed backwards, panting and trying to breathe, as he crawled back up to her. "You really are so beautiful..." he murmured, leaning forward to kiss her so that she could taste herself on his lips. "Ready for the next round?" he asked softly, and she nodded, unable to say anything else, as he pulled her over him. He loved the way she looked, all drowsy and sexy in the moonlight, and she gave him a little sexy smile.

"I think this is my turn honey..." she whispered, grazing the hard length of him with her fingertips, playing over the heated skin. She leaned in to kiss him, her hair brushing against his chest, feather soft, igniting more need in him, as she kissed his throat, and down along his chest, until he was breathing rapidly.

Her tongue found his nipples, and she slowly wrapped it around one and then the other, until they were both erect. She blew on his wet skin, sending small shivers of anticipation to his core, as she looked up at him, mischief now in her eyes. "Do I keep going?" she murmured, not really waiting for his answer, just continuing to kiss her way along his taut abdomen. Derek's breathing caught, as he gave himself over to the pleasure she was giving him.

She was intent on drawing her tongue from the tip of his cock, down to the base, feeling his muscles tense and quiver under her hands. Her fingers fluttered against the hot smooth skin along his shaft, her tongue swirling and teasing the head. She kissed and licked, moving from one spot to the next unexpectedly for a few minutes, driving him mad. Then when he least expected it, she took him in deeply, eliciting a deep groan from him, feeling him rock-hard and throbbing against her wet tongue. His hips began to rock upwards, his fingers lacing through her hair, as she continued to suck on him.

"Hurry...I can't take much more of this...I need to be inside of you..." he groaned, lifting his hips against her. She made a sensual little sound of amusement, but backed away, her tongue running along her bottom lip suggestively.

"I want you there too, baby..." she whispered, holding him against her, guiding him inside. As she did, she gazed into his eyes with an expression of love and lust that he found so incredibly sexy. He moved up to meet her, and she slid onto him. For a moment, she didn't move; just felt him throbbing inside of her, before she squeezed him lightly.

"Is that better?" she asked, moving up and down, slow and deliberate.

"Oh hell yes..." Derek reached his hand to her, and used his thumb on her clit. She quickened her pace, and her breasts were swaying in time to her up and down motion. Her skin was damp with sweat and glistening in the silvery light.

"Derek, now...please baby..." she begged him, and leaned forward as he drove up into her as far as he could. Her slick, wet heat surrounded him, as their eyes met again. His dark blue and smoky with passion – her luminous green and warm with desire.

"Yes...now..." he muttered, and the climax hit her in a wave, starting in her core, and emanating to the rest of her body. She rode the wave again and again, as he pounded into her, his own release sweet and hot inside of her. The aftershocks twitched through them both, as they held onto each other tightly. He kissed her forehead, and pushed the hair away from her eyes tenderly. She sprawled across his chest, as they recovered, trying to breathe normally again.

"Is this what you wanted?" he asked her softly, their hands still stroking each other, reluctant to let the moment go. Her legs were tangled with his, her foot stroking him lazily, just as she always did before. Outside, the rain started up again, pattering against the windows, creating their own cocoon of peace and quiet inside.

"You do seem to know how to make me feel better..." she sighed, curling into his side. It felt even more right to be here with him, in this bed again, with the scent of their passion clinging to them. "I missed you..." she confessed softly. "I missed this...the intimacy, the companionship..." Derek stroked her hair gently, letting her talk, not wanting to say anything to scare her away. "But somehow I couldn't make myself call you...it was too difficult to admit I was wrong..."

"Honey...we both said things we shouldn't have..."

"I got scared, and I ran..." she sighed. "Having babies and building houses scared the shit outta me. I loved you...but somehow the rest of it just seemed too much. I want my career, I still have so much to do...and it was just starting."

"Why didn't you just tell me that?" Derek asked gently.

"I just freaked...remember, impulsive Meredith?" she smiled. "Impulsive to accept your proposal...and just as impulsive to cut and run..."

"Still...we can work this out, if you think you want to..." He touched her cheek, and she couldn't help but lean against his hand. "But I think there's more behind your running than just my proposal..." He tilted his head, giving her a searching look.

Meredith squeezed her eyes shut briefly. "Derek, maybe you don't realize it, but everything about you is damn near perfect...you do everything right...I wasn't sure I could live up to that standard."

"What...?"

She pulled herself into a sitting position, hugging her knees. "You're gorgeous...you can cook...you take care of me even when I ditched you...you could have any woman you wanted, and yet you wanted me..." She glanced at him. "I know it's crazy, but I was just scared it wouldn't last...that I would disappoint you somehow..."

Derek laid one hand on her back, smoothing the damp skin gently. "Meredith...you could never disappoint me."

"I know it's irrational, it made no sense...but I thought if I could avoid the whole thing, nobody would get hurt, and yet I hurt you terribly. I think I started to have those petty little arguments with you as a shield, just to prove I was right. God, Derek...I'm still scared...and how can I expect you to wait for me to figure things out? What if someone else comes along that can handle all of that…"

"Listen, Mer, what kind of man would I be if I couldn't wait for you now that you're back in my life? Yes, I still want to marry you, have a family, and grow old with you - it still feels right with you. Just don't shut me out, let me share your worries. I'm so sorry if I seemed to be pushing you before. I can't imagine life without you again - the last two years have been hell." His eyes stung with unexpected tears, as he held her close in the darkness. "If you can give me...give us... a chance again..."

"Derek...you didn't do anything wrong. I thought it would be easier to just shut myself away and not deal with it, but obviously that wasn't the right choice. I need to be apologizing to you, for putting you through hell." Meredith shifted so that she could look at him, and she brushed his hair back from his forehead. Her own eyes watered too, and she blinked quickly. "You mean the world to me...no guy even comes close to how you make me feel. I dated a couple times when I was in L.A., but it just made me realize you're it for me. I was just too stubborn to give in and call you, I guess...if Mom hadn't gotten sick..."

"I had the phone in my hands so many times, Mer...so many nights I wanted to call you..." Derek confessed.

"Me too...god we're a pair aren't we?" Meredith managed a small smile.

"So where do we go from here?" He took her hand, and pressed a little kiss against her fingers.

"I'm not sure...I guess we'll take it slow...see what happens? Can we do that?"

Derek pulled her closer, finding her lips, and kissing her with a gentleness that made her feel warm all over. "We can do anything, so long as we're together..."

"Okay..." Meredith kissed him back just as gently, before looking up into those blue eyes that always made her weak. "And Derek..."

"Yes...?"

"I love you..."

"I love you, too, honey...I never stopped..." he whispered against her lips, pressing her back into the pillows, nibbling on her lips again, as they moved leisurely together. "Are you okay?"

"Always with you…"

"I love this," he murmured, "I could stay here forever, just like this."

"Oh yes," she whispered, as the warm melting throbbing continued, as he slowly claimed her body again, his weight welcome over her, as he slid in and out, her wetness and his hardness combining perfectly. "Forever, only this..."