A/n: some sex in this one, if that bothers you- click the back button. If not, read on! Please read and review, I really appreciate it!

New Years Eve, how could he ever forget? It was the night he watched Addison join Mark- holding hands. Derek watched Addison laugh, clutching Mark's hand tightly, squealing at the fireworks. Sam and Naomi had left back to LA, leaving Derek with Addison and Mark. Watching them now- Derek swallowed; he didn't love Addison at all. It was too late to apologize for the damage done, too late to heal old wounds.

They deserve each other, they're a lot alike. They're both uncommitted whores who sleep around, spreading ill feelings and diseases! They can both go cheat on each other and-

Derek looked up at the sky, the bright reds and gold's exploding into the clear air. Derek shut out the sight of Addison whispering into Mark's ear, clutching his arm firmly, giggling when he kissed her. On New Years Eve Derek Shepherd spent the night alone, the only company a stiff drink.

This isn't me! This is not the man I am, or ever wanted to be. I'm someone I don't even recognize.

Derek let his mind cloud over the present and redirected him into the hazy past he longed to forget…

"She's hot". Derek looked up from the medical textbooks piled high on top of his desk. His best friend Mark was choosing to study another species. "Wahoo! Did you see those legs Derek? Hot, hot, hot!" Derek fought the urge to look up, studying with Mark made him feel like a uncommitted frat boy cruising through medical school. "Mark! We're here to study- remember?" Derek waved the anatomy and physiology book in front of his face. "They're here, Derek! Hot women all over the world are here studying, and you expect me to read some book than look up that girl's skirt?" Derek ran his hands through his hair exhaustedly, he would admit that some looked quite, uh, attractive. "Mark do you want to fail? All those college loans piling up just because you couldn't tear your eyes away from some girls ass?" Mark laughed to Derek's increasing annoyance. "We're at Yale, man. I got a stellar college and medical school record. My grades are through the roof. Besides, have fun now! When we're surgeons we'll be tired, stressed- not we'll, you!" Mark laughed slapping his hand down on the table. Derek looked up at Mark, already picking out his next conquest. "It's New Years Eve, Derek. Get laid." Derek watched Mark slide over to the redhead seated across the room. Mark lightly brushed her arm, introducing himself. Derek forced his focus back on his studying. "Derek!" Derek looked up at Mark, already leading the girl over. Derek conceded, she was stunning. Long lean legs, dark red hair cascading down to her shoulders. "Derek, this is Addison, Addison, Derek". "Nice to meet you, Derek", Addison purred…

Derek smiled briefly, if only he had never met her. Life would be different. "Derek?" Derek looked up to see Meredith strolling up to him. "I'm surprised you're not outside, that's where the party is." Derek opened his mouth, and shut it in surprise as she entered the light. Meredith's hair was up, she had slipped into a sexy black dress and red high heels. "Wow." Meredith self consciously smoothed her hair nervously. "Is it too much? I bought it today after work." Derek smiled, noticing the swell of her breasts beneath the fabric, the curve of her hips accentuated from the clingy material. "You look beautiful". Meredith smiled slightly, fiddling with the bow. "I'll get that". Derek reached behind her, Meredith feeling the outline of his strong frame behind her. She smiled contentedly as Derek's fingers 'accidentally' brushed up against her ass. He tied the bow, kissing her neck. Meredith shivered from the welcome warmth of his breath mingling with the spicy scent of his cologne. This man was perfect, everything about him sent sparks shooting up her body, his touch felt forbidden.

"So, uh, what do you like about the dress?" Derek smiled, if she wanted to play, he was more than game. "Well, there are a couple things." Meredith welcomed the dim lights hiding her blush. "Like what?" Derek moved his hands to her shoulders and slid them down to her swelling breasts. "I like the neckline; it shows off these quite nicely". Meredith whimpered in pleasure as Derek cupped her breasts, squeezing. "I like that very much", Derek whispered into her ear. Meredith fought the urge to rip his clothes off, the teasing was unbearable.

"What else do you like?" Meredith blurted out, her brain fogging with intense desire for Derek's hands on her body. "I like how it clings, showing off you flat stomach", Derek whispered into her ear. Derek ran his hand over her flat stomach, and brushed a finger dangerously near her folds. Meredith felt herself slick with desire, his hand warm and large over her petite body. "I love the shape of your ass, and how you walk". Meredith felt his hands cupping her ass, squeezing the round globes through the black fabric.

"So it's not really the dress then, it's me". Meredith regretted the words as soon as she uttered them. Would Derek think her desperate? Constantly seeking his approval? "Yes honey, it's always you". Meredith arched her frame against his, fingering his suit jacket, moving her hands below his belt. "Meredith", Derek warned. Meredith smiled, her perfect plump lips pouting for Derek's approval. Derek gently guided her head down as she bent down on her knees. Derek looked down at her, the picture of perfection. The long caramel hair streaming past her shoulders, her wild sex crazed eyes, her bent knees on the floor, her pronounced cleavage peeking out of her dress. Meredith unzipped the zipper, watching Derek's large cock spring free from its containment. Meredith gently stroked the tip, Derek's fingers intertwined in her hair. Derek pushed her head closer, begging her.

Meredith opened her mouth and took him in, his long length engulfed in her pretty mouth. Her lips were slick from his arousal, her faced flushed. Derek moaned, twisted her hair in his hands. He couldn't remember the last time he had experienced such pleasure. "Oh Meredith". Meredith flicked the head with her tongue, sending Derek over the edge. Derek looked down to see her on her hands and knees, his cock firmly nestled in her warm mouth. He could only wonder what it would feel like in her cunt. Derek moaned as she gave him one last suck, sending him into orgasmic bliss. Meredith smiled up at him, licking the last drop of his arousal from his cock.

Derek heard the door open, the clicking of heels against the hardwood floors. "Derek?" Addison appeared in the doorway, her hand on her hip. "What the"- Meredith looked up at Derek, guilt forming on his face…