The sound of his mustang roared through the parking lot causing her to look up. The tears she had been once again holding back made their way into her eyes as she saw his car approach. She stood up from the step she was sitting on, brushing her skirt off and started walking to his car…with each step she took the tears flowed harder.

Derek saw the defeat in her the moment he pulled up. There she sat all alone, broken and all because he couldn't contain his desires…all because for some unknown reason to him when ever she was around he lost all control, passion ruling his mind, need pumping through his blood. Even now as she took her seat beside him all he wanted to do was wrap her in his arms and take her to bed. He wanted to shield her from the pain…shelter her from what he had caused.

As the Mustang roared it's soothing tune Meredith allowed herself to be lulled into a peaceful silence. She watched the school disappear, watched the trees pass by her window. No words had been spoken, she wasn't ready that was coming soon enough. For now she allowed herself to pretend everything was ok. That everything was as it should be with him by her side. She paid attention to the unfamiliar route, knowing that he had moved, knowing that night had changed everything for both of them. Just a week ago they were sharing jokes and gentle banter. Today the silence stretched between them as the air was filled with an uncomfortable knowledge of unspoken words. As Derek pulled up to the two-story apartment complex he let the engine die.

"This is my place…" turning towards her and speaking for the first time. She smiled gently as she undid her seatbelt. As she opened her door she tried to find words to say…simple conversation…but she couldn't. She followed him through the door and up the stairs. Each step, a gentle reminder that they needed to talk.

The sound of the key in the lock brought her out of a trance. She watched as Derek opened the door, moving aside to let her in first. She took one step…two and felt his hand on her back. The soft brush of his fingers through her white blouse was enough to open the floodgates…. There was no stopping her once it started. Meredith cried…she sobbed for all the torture, for the thought of being used…the feelings of loving someone that might not love her back. She cried for the abandonment she felt each and everyday…she allowed tears to roll down her cheeks, flowing…. There was no stopping it…there was just too much pent up pain…to much of an ache…an emptiness that needed filling.

Derek watched her break, he watched her release all the pain she was locking inside. As her body shook with each sob he felt a little piece of himself break as well. His eyes closing for a second absorbing the pain he was feeling…he took a deep breath…moving closer he allowed his arms to envelop her. He only planned on comforting her with a hug, but once her body was against his, once he felt the her sobs racking his own body, her tears soaking his own shirt…some how a hug seemed insignificant. As he picked her up, her small frame filled his arms naturally, her arms snaking around his neck. He carried her through the hall to his room, lying her gently on his bed. Her eyes closed as soon as her head hit the pillow, she was drained. He watched her body relax, could sense she needed sleep…he turned to leave when he heard her call out.

"Please…please stay…don't leave me" she pleaded abandoning her pride. He knew that it took a lot for her to ask he slipped his shoes off as he pulled back the covers. As he scooted in behind her he felt her body mold to his, she fit, she fit so naturally against him…this was the problem…he just didn't understand that something that felt so right could be so wrong.

He could feel her breathing even out as she fell into a comforted and welcomed sleep. He nearly joined her, his whole body relaxed by the feel of her soft skin and her small body fused to his. The scent of lavender drowned his senses as he nuzzled into her neck. He wanted to hold her forever. He heard his phone ringing in the other room, so he silently slipped out and covered her back up. He took one last look at her sleeping frame, before backing out of the room and closing the door.

He sprinted to his cell, and picked it up. ADDIE CELL. He didn't want to answer it, and he ignored the call, until he noticed he had missed numerous from her. He unhappily dialed her number, waiting for an answer.

"What do you want Addison?" He spat angrily into the phone.

"Where is she Derek?" Addison shot back.

"Where is who?"

"Where is my sister. I know she is with you." Addison replied obviously annoyed.

"I don't know what you're talking about. Don't call me again Addison." He said as he snapped the phone shut and turned it on silent. He knew that no one could find his apartment, so he didn't worry about anyone showing up. He stripped down to his boxers, and quietly slipped on his favorite pajama pants and slid back into the bed behind Meredith, pulling her body into his. He could feel her stirring a little bit, but once she felt his warmth, she calmed into sleep again.

Hours later she jumped awake. She had forgotten for a moment where she was. She turned over, under the covers, facing him. He was fast asleep. She relaxed as she felt his chest rise and fall, and she rested her head on it as he hugged her unconsciously while he dreamt. The weight on his chest caused him to stir awake. His eyes fluttered open, seeing a sea of Honey-blonde hair across his bare chest, which caused him to smile. He wanted to wake up with her like this everyday, but he knew it would never happen. He knew she wasn't sleeping by her breathing so he shifted a little, hoping she would look at him.

"Derek, I'm sorry. " She said as she pulled the covers around her. "I'm sorry if I ruined things with you and Addie, sorry that I caused you to have to move out of the dorm with Mark...I never meant for any of this to happen." Her head was resting against his chest listening to the soothing rhythm of his heart.

He reached around her small body, and pulled her in even closer and kissed the top of her head. His heart was breaking. She thought this was all her fault, when it was nowhere even near it.

"Oh Meredith, it wasn't your fault. Addie and I should have ended this long ago. We both know that." He replied. She sat up to look at him and he followed suit.

"Derek, she hates me. They put rotten fish in my locker. Sprayed me with water, pulled up my skirt…. And the diary, Derek you have no idea." She said as tears filled her emerald eyes. "She stole my diary, copied the entry about Friday night and passed it around school…That is why I ran. I ran Derek. I was so scared, my privacy didn't exist anymore. I can't believe Addison would do this to me." He reached out and touched the soft skin on her face, wiping her tears.

"Meredith. I know this hurts, but you have to trust me. Everything will be okay in the end. Things will get better." He knew that no matter what he said, he couldn't take away her pain.

"Derek, you make it better. Why can't I just stay with you." She said smiling through her tears.

"Meredith, you know you can't stay here. As much as you want to, you can't." He regretted saying it instantly as he watched the smile fall from her face. Her innocence washed through him, Meredith…a lovesick teenager didn't understand the realities of life yet. "Mer, I have to take you home soon. They are all worried about you."

"They don't care Derek! Can't you see that?" She screamed as she stood up, pacing his bedroom. "You…you are the only one. You were the first person to ever show me emotion Derek. But my sister ruined that as always. She was right wasn't she? You used me for your needs." She scowled.

He studied her movements, processed her words. She was opening up to him, talking to him adult to adult. He had never seen this side of her, being all too familiar with the playful, flirtatious girl. She stood in front of him, raw, open, willing to accept anything he could give her in return. She just wanted to feel.

"Meredith, I would never use you. Ever." He said as he stood up from the bed and walked towards her. He took her into his arms and held her, where she would feel safe. She held her eyes shut wishing he would just take her into his arms and kiss her again.

"I would never use you, but we just can't do this." He said, shutting his eyes, as a single tear left his cheek. Derek Shepherd had never cried over a girl before. Not during break ups, not when Addie slept with his best fried. But Meredith…He wanted her so bad, not just in physical form, but he wanted her in emotion. He just wanted to love her…but he knew he couldn't. "You know it and I know it Mer. Your mother would castrate me. And your sister, she does love you. But if we did this, she would never forgive you." He said, knowing her little heart was breaking into pieces.

She pulled away from him and looked at him, silently giving him one last chance to change his mind. After no response, she turned walking away from him, dropping her shirt to the floor, followed by her skirt. She felt dead inside and didn't care as she headed for the shower. She reached in and turned it on, discarded the rest of her undergarments and stepped in, letting the scalding hot water burn red into her delicate skin, as she let her tears mix in with the falling water. She dropped, sitting on the floor against the wall, and cried. Cried knowing the first person she had ever loved had let her down.