Sitting in the passenger side of Derek's sedan, Meredith fidgeted nervously. She didn't know where they were going; sure, she could have easily found out by asking Derek but a part of her almost didn't want to know because then she would know when they were close and that would probably make her more nervous. After they had been driving for about fifteen minutes, Derek turned into a hotel parking lot.

Looking up at the sign, Meredith deadpanned, "Your mother is staying in a Hilton."

Parking in a visitor's spot, Derek merely shrugged, "Mom always said she refused to stay anywhere that looked like it hadn't been updated since the 1970s."

He remembered the time his Dad had taken them on vacation in the backwoods of Vermont and stayed in a log cabin. Needless to say, his mother and sisters only stayed for about an hour before heading back home. But that just left more quality time between Derek and his Dad. That was one of the reasons why he bought the land in Seattle after his separation from Addison; he wanted to remember happier times.

As he turned off the engine, Derek quickly got of the car and went over to Meredith's door and opened it for her.

Grinning, she stated, "So, you're going to act all gentlemen like while we're with your mother. I see how it is."

Trying to act offended, Derek scoffed at her, "What? I can't do something nice for my girlfriend without having an ulterior motive?"

He closed the door as she exited and they started making their way to the lobby when Meredith replied, "Considering I'm about to meet your mother for the first time and it's just right after the fact you told her I'm pregnant and you just got divorced, yes tonight I think partially you have an ulterior motive."

He looked at her with intrigued, "Hmmm…perhaps but I know you're enjoying it."

Laughing, she acted coy, "If you say so, Derek."

As they arrived at the glass door to the hotel, Derek once again opened the door for Meredith but this time Meredith played along by gracefully thanking him. The pair made their way to the front desk where Derek asked for the concierge to call up to his mother's room when a female voice echoed, not too loud though this after all was the Hilton, through the lobby, "Derek!"

Both swerving around towards the voice, Meredith saw a woman in her early sixties making her way toward Derek with open arms. She had straight, light brown hair, something obviously Derek didn't inherit. Also, she had a sophisticated walk one that told you that back in her younger years she was probably a debutante.

Swallowing hard, Meredith knew that this was the moment of truth. Nervously, she tried to straighten her black dress even though it was ironed perfectly. After Derek and his mother had hugged, he turned around and introduced her, "Meredith this is my mother and Mom this is Meredith Grey."

Giving off her best fake smile to date, Meredith extended her hand and said, "It's nice to meet you. Derek's said so many great things about you."

Looking almost smugly, she took Meredith's hand and shook it, "Don't try to flatter me, dear. We all know that Derek hasn't said anything of the sort."

The fake smile quickly faded off her Meredith and she let go of the elder woman's hand and glanced at Derek awkwardly. Clearing his throat, Derek tried to dissolve the uncomfortable situation that his mother had created, "Oh Mom, you know I love you. So…if don't want to miss our reservations, we better get going."

Derek just paused and looked at the two women. There was Meredith who looked like she rather repeat her intern year all over again than be here. And then his mother was looking Meredith up and down to find all the flaws with her. So he decided to speak into the awkward situation again, "Uh, so, the car is this way."

He started to walk toward the lobby doors once again with Meredith on his left and his mother on his right. Opening the door yet again, Mrs. Shepherd wasted no time in going first through the door. Sighing, Meredith just looked at Derek and followed.

As the trio approached Derek's sedan, Mrs. Shepherd instantly questioned, "Is this your car?"

Groaning almost inaudibly, he replied, "Yes, Mom. It is."

Composing herself as Derek opened the backseat door for her, she commented again, "Well, it's quite…different from your car when you lived in New York. What was that again? A Mercedes was it?"

Going over to open the door for Meredith, he ignored his mother's question. He really hoped she didn't act like this for the entire duration of her stay or else he was going to lose it.

As he started up the car, his mother said, "I asked you a question, Derek." For the nth time tonight and probably not the last, Derek sighed, "Yes, it was a Mercedes."

Needless to say, it was going to be a long night.

When they arrived at the restaurant, they were immediately seated at a table in the middle of the restaurant. Looking to the hostess that lead them to the table, Mrs. Shepherd provided yet another criticism, "Well, I'm glad we're at a table where everyone and everything will be passing by us and interrupting our dinner every second."

The hostess just mumbled something inaudible and quickly walked away. Derek knew his mother was a bit pretentious but this was extreme.

As they waited for the waiter to arrive, Mrs. Shepherd began the interrogation, "So, Meredith, Derek didn't tell me how far a long you were."

Taking a sip of complimentary water, Meredith took in a deep breath, "I'm about eleven weeks along."

"And how old are you?"

Her heart rate began to increase at this point, "Um, twenty seven."

"And it never bothered you that Derek is more than ten years older than you?"

His mother was walking into dangerous territory so he interjected before Meredith had the chance to answer, "Don't answer that. Mom, you're being inappropriate."

Responding in an almost pompous tone of voice, she looked at her son, "I'm just trying to get an assessment of your relationship."

Luckily, for everyone, no one had the chance for a rebuttal when the waiter arrived to take their drink order.

The waiter spoke the rehearsed lines he had said over and over since his duration at the restaurant, "Can I interest anyone in our finest wine?"

Derek and Meredith politely declined because of obvious reasons for Meredith and Derek didn't want to taunt Meredith by drinking in front of her. Of course, the elder woman accepted by saying, "That would be lovely."

Once the waiter left, she started with the questions once again and at least trying to make them less inappropriate, "So, where did you go to college?"

"I went to Dartmouth." She replied.

"Oh, that's far from Seattle." Mrs. Shepherd commented.

She picked at her nails underneath the table, "Well, I used to live in Boston and before that, until I was about five, I lived here in Seattle and my Mom already had a house here that I could use."

"You mean she just gave you the house?" Derek's mother asked incredulously.

Shaking her head, Meredith responded, "No, my mother has Alzheimer's and I was going to sell it but I decided getting roommates would be easier."

"So, you mean that you and Derek live with two other people."

Derek took the chance to answer this one, "Yes, Mom. It's two of Meredith's coworkers and friends."

He corrected himself, "Our friends."

It was at this moment the waiter finally arrived with Mrs. Shepherd's wine and took the trio's orders. After he left, Derek's mother turned her attentions back to Meredith and Derek, "So, what are your plans for living arrangements once the child is born?"

"Well, there's a spare room next to Meredith and my room and we're going to turn that into a nursery." Derek replied. He felt like he was being interrogated by the FBI for treason or something. Like he had betrayed his mother by not being the same person he used to be in New York.

"I see." Mrs. Shepherd deadpanned. Sipping some of her wine, she asked, "Well, what are you planning to do with all that land you bought?"

He closed his eyes and sighed, he had enough of the questioning. It would be one thing if she was genuinely interested but she was asking these things to condescend his and Meredith's life. Sighing, he replied, "I don't know, Mom."

"Derek, you're about to have a child. You need to have things a little more planned out. Of course, this whole thing was an accident wasn't it? I mean you take off out here after Addison has a little tryst with Mark and this girl here seduces you it's only natural I suppose for you to stick by her after she probably intentionally got pregnant." Derek's mother stated in the most condescending voice one could imagine.

That was the last straw, at least for Derek anyway. Standing up from his chair, everything about him at that very moment emoted anger. He wasn't about to take this belittling of his life and of Meredith so he just glared at his mother, "You…you have no right to come out here and bad mouth Meredith and I."

Now, everyone at the restaurant was looking at them and Mrs. Shepherd said in almost a whisper, "Sit down. You're causing a scene."

Shaking his head in disbelief, he continued, "I don't care! You want me to fit into your picture perfect version of an ideal family where I'm not divorced and not having a child with my girlfriend. But, that's not the way things turned out. I love Meredith and you're just going to have to accept that whether you like it or not." Taking Meredith's palm in his, he threw some cash onto the table, "We're leaving. You can take a cab back to your hotel."

Needless to say, Meredith didn't argue with him; she had never seen Derek like this but she kind of liked it. For some reason, it made her really feel like he was in this relationship. So, she gripped his hand and followed him as he led her out of the restaurant.

As they were on their way back home, the couple sat in awkward silence for several minutes until Meredith decided to say something, "Derek -"

She was cut off by him, "I know you're going to say I was too harsh on her but I've never seen her act like this and I wasn't about to sit there and let her bad mouth you." He glanced over at Meredith for a second before setting his eyes back on the road.

"Actually, that's not what I was going to say. I was going to say thank you."

He raised an eyebrow, and questioned, "Thank you?"

Nodding, she continued, "Yes, I've never had anyone stand up for me like that and to tell you the truth I felt like you doing that really validated our relationship."

"You didn't think it was validated before now?" Derek asked with worry in his voice.

"That's not it, Derek." She sighed, "I know you love me and you're going to be with me but I guess that when you picked Addison it left me with this feeling that you might do that again." He started to interrupt but she held up a hand to indicate to let her finish, "But, what you did tonight made that feeling even smaller." She put her hand around his and he instantly gripped back and smiled.

Later that night, Izzie and George had already gone to bed and Derek and Meredith were just getting ready when the doorbell rang. Meredith, who was brushing her hair, looked at Derek who was reading a magazine on the bed, "Who the hell could that be?"

Derek just shrugged while Meredith went downstairs to answer the door. As she arrived down stairs she asked through the door, "Who is it?"

Normally, she wouldn't have bothered to ask but since it was almost midnight Meredith didn't know what kind of crazy person it could be. "It's Mrs. Shepherd."

She was reluctant to open the door; she definitely didn't want to face this woman again and Derek had just calmed downed, but she opened it anyway. The elder woman was standing with the perfect posture while clutching the strap of her purse. Meredith couldn't tell what emotion she was feeling. The two women just stared at each other in silence until Derek's mother spoke, "I'm here to see my son."

Meredith shook her head and made sure she wouldn't come barreling through the door by holding the door just in case she had to slam it shut, "I don't think that's a good idea."

Gripping her purse even tighter and lifting her head upwards slightly almost as if to show Meredith that she was better than her, she said, "Well, I don't think that's up to you."

Now, it was time for Meredith to defend Derek, "No, you've upset him enough and the last thing he needs right now is to see you again."

Glaring at Meredith, she coldly replied, "Well, tell him I'm leaving in the morning."

She turned her back to Meredith and began to walk away when Meredith said, "I know you don't like me but everyone in your family seems to forget that Addison was the one who cheated on Derek first and it wasn't just some fling that he should have just forgiven her for. But, he went back to her anyway because that's just the man he is. I didn't even know Derek was married when I met him so don't try to say that I seduced him. And another thing, yes, we didn't plan on this pregnancy and we may not be all prepared yet but is anyone? We're doing the best we can and that's all we can do and if you don't like it then you don't have to be in our or your grandchild's life. I love Derek and I love this baby and that's all we need. So, you have a decision to make: accept the situation as it is or don't show up here ever again."

By this time, Meredith's heart was pounding through her chest and her eyes were wide as she was waiting to see if his mother would respond. But, all the woman did was stop in her tracks while she was saying this but once Meredith was finished Mrs. Shepherd just walked off. And Meredith definitely wasn't about to stop her and beg her to come back, so she gently closed the door and started making her way upstairs when she saw Derek sitting on the top step.

Slowing down a bit, Meredith finally made it to Derek and sat down beside him. He started, "You're brave, you know. Not many people can say they've stood up to her."

Leaning her head on his shoulder, she said, "I did what I had to do."

They just sat like that in silence for a few moments until Izzie popped her head out of her room, "What the hell is going on?"

They both looked at Izzie while Meredith said, "I just told off Derek's Mom."

Izzie just stared at them sleepily and shrugged, "Oh, that's nice." And, she went back into her room and closed the door.

Standing up, Derek offered Meredith his hand, "So, you know…you did promise me some fun tonight." He grinned slyly.

Looking at him in disbelief, she asked, "Seriously? After all of this?"

Still smiling, he responded, "What better way to lighten the mood?" He pulled her toward him and kissed her. She started giggling as they made their way back to their room.