Another update! It's not so fluffy though.. sorry. Thanks for the comments girls. I wouldn't be updating tonight without 'em!

Maddie

Disclaimer: I don't own it but OMG it's only 11 days away!

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19 years ago..

..

So, about a year had passed. Freshman year had flown by and Meredith loved it. Even with Izzie and Alex at a different school she still got to see them on the weekends. Being almost done with freshman year was nice. She didn't get slammed into the lockers as much and she wasn't called a freshman a lot anymore either.

Now the turnabout dance was coming up. It was almost March and the dance was the 20th. Most of her friends began asking guys a week or two ago. They gave her suggestions on who to ask and how to do it.

All the guys were nice, she was friends with some of them, but there was really only one person she wanted to go with.

Derek.

She couldn't stop thinking about him for the past couple of months. He'd come over and she'd get all nervous. Or he would hug her and she'd feel chills run down her spine. She was ready. She wanted it. She was ready to date her best friend.

So as she walked to his house with a gift that contained a letter asking him to the dance, she couldn't stop this pounding in her heart. She liked him. Really liked him. She told him last year she'd get ready and she was.. she finally was.

"Hello Meredith dear." his mom smiled as she opened the front door.

"Hi." she grinned. "Is Derek there?"

"He's not actually. He should be home from practice in a few minutes though. I can tell him you came over."

"Oh, okay. Could you give him this please?"

"Of course." The woman smiled.

--
A few weeks later
..

I can't get my hopes up. I can't get my hopes up.

This is what Derek Shepherd has been telling himself for the past year. He'd think she was flirting with him and she wasn't, or he'd believe she was almost ready and she wouldn't be. He continued getting his hopes up.

So he had stopped. He had stopped getting his hopes up. He finally realized maybe she'd never be ready. Maybe this was all hopeless.

Except now getting his tie on was becoming more hopeless.

"Dude, do you need some help or something?

He shook his head as he walked towards Mark. "Oh, shut up, you couldn't get yours on either."

Mark chuckled as he began fixing the Derek's tie. "That's why I got the bow tie."

"Idiot." Derek sighed, shrugging off Mark's arms once his tie was in place.

"No more like easy access." Mark grinned.

"Are you ready?" he asked annoyed.

"What's your problem? You should be excited.. she asked you."

Derek scoffed. "It doesn't mean anything. She.. she'll never be ready."

Mark shrugged, "You never know man."

"You know how many people have told me to get over her during this year.. you included. So I was getting over her and then she just asks me." he sighed, slightly laughing, "Mer would do that."

"Do what?" Mark asked, checking his appearence once more in the hallway mirror.

"I don't know. Finally like me when I'm trying to get over her." he sighed, checking out his tie Mark had now successfully gotten on him.

"You're over her?"

"Of course I'm not, idiot." Derek sighed.

"Well she asked you- for god knows what reason but she did. Doesn't that, I don't know, mean something?" Mark shrugged.

"I.." Derek breathed. "I don't know.. lets just go."

"Right behind ya man."

--

"Dinner was fun." Meredith smiled as they walked toward the school.

"Yeah." Derek breathed, walking next to her.

He couldn't do this. She looked extremely gorgeous in her red dress, which was short by the way- very short. He had all these feelings for her and he knew she didn't feel the same way.

They entered the school, showed their tickets and walked into the cafeteria that was lit up with decorations and lights. Music began playing as people started dancing.

15 minutes later everyone was dancing. Derek held her hips as they swayed to the light music. Meredith smiled as Derek tried to do the same.

Maybe she'd never be ready. It was stupid to hope. It was hopeless to hope. He was stupid to think things would ever change between them. She was Meredith. She would never consider dating him.

He needed to do something. She probably knew he still had feelings for her and felt bad for him. She probably pittied him. So as he danced with Meredith he tried to keep his mind a million miles away and tried to think of a way to finally get over her..

--

Something didn't feel right. Dancing in Derek's arms felt very similar like it did a year ago but something seemed off. She would smile at him and he would at her but the smile never met his eyes.

"I'm going to grab something to drink.. I'll be back." she smiled, letting her arms drop.

"Okay." he sighed, stepping away.

"Yeah I'll.. okay." she breathed, turning and looking for Izzie.

She walked out of the cafeteria and out into the hall where some of the student council kids were selling snacks.

"Izzie." Meredith whispered, trying to get her friends attention.

"Well it's 2.75 for chips... hmm yes it's a dollar for those.."

"Izzie!" Meredith said a little louder.

"I um.. Joan can you give him 2 of those please I'll be right back." Izzie said and then turned toward Meredith, scowling slightly as Meredith smiled innocently.

"Hi." Meredith smiled when Izzie reached her.

"Hey." Izzie sighed. "I shouldn't have really left but I could use a break so thanks."

"No problem.. look I uh- I've got a problem."

"Okay, what's up?" Izzie asked slowly walking back into the cafeteria with Meredith.

"I uh- Derek's um.."

"Have you told him yet??" Izzie asked excitedly.

"I- no." Meredith sighed. "He- something seems off Iz."

"Oh please you're just nervous. Now go tell him you're ready or whatever!" Izzie grinned.

"I- you think I should?"

"Definitely. He's waited all year to hear it."

"I guess maybe I am just nervous." Meredith smiled. "I just- what if he doesn't feel the same way?"

"Meredith please." Izzie smiled. "He totally has the hots for you."

"Izzie stop!" Meredith said beginning to blush. "So should I tell him now or- later.. I could tell him later."

"Nope!" Izzie smiled beginning to grab her arm. "Now's the perfect time!"

"Izzie.." Meredith groaned as Izzie dragged her through the crowd looking for Derek. "Do you see him?"

"Hmm.." Izzie sighed, looking around the room. "Mark!" Izzie yelled through the crowd.

He turned around after hearing his name called letting go of his date he was currently grinding with. "Yeah?" he yelled back.

"Have you seen- Oh there he i-" as she suddenly stopped talking and froze.

"What is it Iz?" Meredith asked as she turned her head the direction Izzie's was and she froze too.

"Mer.." Izzie breathed, trying to grab Meredith's arm to not let her see Derek, but it was too late, she saw him.

Except he wasn't alone. He held some girls hips low and tight as the loud rap music played.

Meredith felt tears fill up in both her eyes as she watched Derek grind with someone else. She knew it. The second she was ready to tell him he would be over her..

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