A/N thanks for the reviews.

I sincerely apologize for the delay in posting this story, but where I was staying the last few days on vacation, I had no internet.

For this story I worked under the assumption that Mer not only told Derek about George, but she also told him that her mum cheated on her dad and that that was the reason for her parents divorce and her subsequent abandonment by her father.

Again, this chapter didn't go exactly as planned, but I think it worked out after I rewrote it a few times... let me know what you think!

They both are a emotional mess. That's the only excuse I have for this chapter :p

"Ssshhhh" Meredith whispered, running her hand through his hair. His head was buried in her neck as she gently rocked with him. His arms encircled her waist and he was clinging to her so tight it almost hurt. His breath came in short, laboured bursts and her scrubs were wet from his tears.

"Sssshhh, just breathe." She had never seen him like this, so desperate. If she was honest, it scared her a little. She wondered what had brought this on, he had seemed okay last night and today he had a meltdown. She had heard that the nurses had started to avoid him. Him, for whom the nurses usually went out of their way to accommodate just so he would flash them a smile. Him yelling at Bailey like he had probably still had half the hospital rendered speechless. She felt a little guilty, because she was pretty sure her having cancer and him being so involved were at least part of the reason why he was clinging to her like he was drowning, but the severity of his reaction threw her off. She wondered if something else had happened that would explain the utter desperation of his tears. He shifted in her arms, the side of his head now pressed against her chest, directly above her heart. It seemed to make him feel a little better, as his tears calmed. He hiccuped and she almost giggled at the sensation as it shook her whole body so tightly he was clinging to her.

"What happened?" she finally asked. There was only so long she could stay with him here in their little bubble of an on-call room before she had to go back to work, if she wasn't paged before that, the joys of being a surgical Intern. His breathing seemed to have slowed down enough to talk, at least he was no longer gasping for air that she was almost afraid he would make himself sick. He looked up, his eyes were so full of pain. Her heart went out to him. Just last night she had thought she needed to put some distance between them, but today nothing could be further of her mind.

"You died." his voice was thick with emotion.

"Huh?"

"Last night, I dreamt that you died."

Meredith was at loss for words. "You dreamt that I died?"

"Yes." Nightmares were bad, but did they really warrant this level of upset? Very clearly, she was not dead.

"I don't understand."

"What the hell is there not to understand? You fucking died, Meredith." anger laced his voice. "And I was there holding your limp body in my arms, closing your eyes." anger was replaced by pain. "Do you have any idea what it's like to have the woman you l... to have your best friend die?"

"No I don't, but neither do you. Derek, it was just a dream. A horrible, horrible dream."
"When I woke up, I could have sworn it was real, I spent the rest of the night throwing up and lying awake because I was too afraid to go back to sleep." Well, not sleeping certainly explained why his mood was so foul today, why his emotions were so raw, more so than the nightmare had.

"I am alive Derek."

"I know that." he laughed helplessly "But for how long? You almost died a few weeks ago when the bomb went of, you will be under general anaesthesia in a few days, there is surgery, chemo, the cancer itself, so many things could go wrong."

"Derek..." she reached out to stroke his cheek gently. "I could go outside today and be run over by a bus, so could you. If I, the queen of dark and twisty manage not to be completely overwhelmed by despair waiting for the other shoe to drop, so can you." He pulled her closer and rested his head against her chest again.

"Derek, what are you doing?"

"Sschh, listening to your heartbeat."

"Of course." like it was the most natural thing in the world to cuddle with your ex-girlfriend. She went back to running her hand through his hair, waiting for him to be ready to move. It felt good holding him so close, but at the same time it also felt wrong. He had left her. He was trying to repair his marriage and yet here he was holding onto her, no clinging to her. She supposed she shouldn't care if he didn't, after all it was not her job to uphold his vows, but her mum had been a filthy whore and she was not going to be her mother. She gradually relaxed in his touch, he was her Derek after all. Or not hers, but Derek. In many ways, she felt closer to him now that she had even when they were sleeping together, in others she felt they were never further apart. Most of the time he was everything she needed, not the perfect man, Meredith wasn't blind to his flaws, but her Mr. Perfect nonetheless. If only...

She was pulled from her thoughts when he sat up, she instantly missed the warmth of his body against hers. He stroked her cheek gently.

"Promise me you won't die?"

"Derek..."

"You know, how we always say it makes a difference whether a patient wants to live or not when operating, when fighting an illness? I am asking you to fight, I'm asking you to, when it comes down to a split-second-decision, to choose life."

"I promise."

He smiled at her gently "Thank you." His eyes flickered down to her lips. The skin where his hand rested on her thigh heated. Derek's head tilted slightly. There was still pain in his eyes and a few things Meredith couldn't identify but underneath it all, there was dirt in his eyes. She could feel his breath on her skin as he leaned in. Her eyes fell shut when his lips brushed across hers lightly. It wasn't quite a kiss, their lips had barely touched. She followed his movement when he withdrew, her hand landing on his chest. She knew she shouldn't, but all this talk about death made her want to remember her last kiss. She hadn't the last time when she was about to die and she needed to know, just in case. She wanted to remember every detail, every movement, every tingle down her spine and every butterfly in her stomach.

"Meredith." her whispered name washed over her like a caress. Their lips met again, firmer this time. His arms pulled her closer, holding her against his firm body. She moaned when he nibbled gently on her bottom lip. In response, he deepened the kiss, slipping his tongue into her mouth. The position they were in was uncomfortably, sitting next to each other, twisting to be able kiss each other. Just as she was thinking about climbing into his lap to be closer to him, he leaned back on the bed, pulling her with him so she was lying on top of him. He felt good beneath her as they continued kissing leisurely. His hands ran over her body, it felt good. It had been too long since she had been touched like this. She buried her hands in his hair. His eyes were dark with desire, her own mind was cloudy from the arousal. His hands grabbed her ass, pushing their lower bodies together. His arousal pressed against her. Their kisses became almost frenetic as he flipped them over. His weight felt heavenly on top of her. Their limbs entangled, covering every bit of exposed skin with featherlight kisses he rocked into her.

"Derek." Meredith moaned as she pulled his hair. His arousal rubbed so deliciously against her it had her panting, desperately longing for more, for they both were still fully dressed. And then he pulled away.

"Derek?"

"We can't." he said breathlessly from where he was lying next to her.

"Ass!" Meredith pushed him away from her and moved to get up.

"Meredith." his arm wrapped around her waist and pulled her back onto the bed.

"Let go of me." She needed to get out of here, she could feel the tears building up and there was no where in hell she would let him see her cry.

"No." she fought against him, but he tightened his grip on her. "Listen to me, Meredith."

"No." she clawed his chest and he hissed in pain when she accidentally scratched his face.

"Meredith, stop. I don't want to hurt you, but you need to listen to me."

"I won't tell Addison... just let me go." her throat was closing up. Meredith hated herself. She used to be a strong woman, why was it that he always managed to reduce her to a blubbering mess.

"Meredith."

"Derek, don't..." to her own horror, tears started to fall.

"Don't cry Meredith." his voice was full of horror. "Please don't cry." he pulled her close. She buried her face in Derek's chest, his arms tight around her. He didn't want her. He had lied, she wasn't beautiful, she wasn't perfect. She was willing to have sex with her married ex-boyfriend just to feel good about herself for a little while. The thought made her cry harder. She wasn't even enough to be his whore.

"I'm sorry, Mer, so sorry. Please stop crying." he was begging her now as he held her tighter, but her tears just wouldn't stop coming. "Tell me what do to, Mer."

"I hate you! I regret the day we met!"

"Meredith..." his arms around her loosened.

"I hate you, I hate, hate, hate you." she pummelled his chest with her fists.

"Stop, Meredith." he grabbed her wrists so tightly it almost hurt. She needed to get out of here, she needed him to leave. She fought against him holding her, trying to get out of his grasp, she was pretty sure she had kicked him in the shins, and she was this close to knee him in the groin so he would let her go.

"You need to stop Meredith, I don't want to hurt you." he shifted and suddenly he was pining her to the bed and not in a good way. "You need to listen to me, just for a moment."

"Fuck you." she tried to fight him off her, he had no right to pin her to the bed, to hold her against her will. She could scream for help... but that would be hard to explain.

"I want you." it took a moment for his words to sink in and it threw her off so much, she stopped fighting against him. Meredith desperately wanted to call him out on his lie, but she could only see honesty in his eyes. He must have taken her silence, that she ceased to fight as the offer to continue.

"I want you badly. It makes me sick to my stomach thinking about that other men can have you when I can't because I chose it that way. It makes me sick because I shouldn't want you, because I should want my wife. It makes me sick because I can barely look at myself in the mirror. Before last night, I dreamt about it, I think about it all the time. You feel that, huh?" his voice was harsh as he pressed against her, Meredith could clearly feel his growing erection against her as she listened to his words almost like under a spell. His hands left her wrists as he ran it through his hair agitated.

"I get hard just mentioning it. It's just, I'm not that man, I refuse to be that man. I refuse to do that to Addison, because it fucking hurts to find out your spouse cheated." he was almost breathless as the words spilt out of him. Meredith wondered how long it had been on his mind, how long he had thought about it.

"I refuse to do that to you. You deserve better this, than being the other woman. Better than forbidden rendezvous in on-call rooms always being afraid of being found out and booty-calls when Addison is on-call. You deserve everything, the husband, the 2.5 kids, the house with the white picket fence and the dog. You're too good to be the other woman. Don't you understand? We can't, because we both know better, because we both know the pain it causes." at some point he had rolled of her and was lying next to her on the small bed, their bodies squished together. He stroked her cheek, and if Meredith would have had any hope left, she would have called it lovingly. "We're both hurting and running on empty. If we were thinking clearly, we wouldn't even by lying here like this. There's too much hurt already." Meredith wanted to scream, to hit things, hit him, but everything he said was true. Well, almost everything, Meredith honestly doubted she would she would ever have the white picket fence dream. Derek had been her chance for happiness and no one would ever measure up. But everything else, but her, them being better than this. He was right. Her mother had an affair and it had ended badly for everyone involved with her home wrecked. She was no homewrecker. No matter the wrong he did when he initiated the kiss, no matter that it was his fault they were in this position in the first place, in the end he had saved them both, making sure she could still look at herself in the mirror, that she could still keep her head held high when she had gotten carried away by the love she still felt for him. They continued to lie together, leaning into each other until their limbs were intertwined again and her head was resting on his chest, arms tightly wrapped around each other. This was not cheating. This was just two friends drawing comfort from each other, recovering from the wrong they had almost committed. Technically, Meredith thought, what they had done was cheating. She would cut her man's balls of if she'd ever found him in a position like this with a woman that wasn't her, but they had stopped. Or he had stopped them, but it wasn't really that important who had started it and who had stopped it, what was important was that they had stopped before they had crossed the line of no return. Meredith sighed. The had gone from him falling apart, through a brief reprise, to almost making the biggest mistake, to her loosing it, to finding innocent peace in each other's arms all in less than an hour. It was no wonder Meredith's head spun. Right now though, in this very moment in his arms, lying together in silence, Meredith felt safe and at peace. It wouldn't last. Soon, life would intrude and they'd have to return to the busy hospital, but she would enjoy for as long as it lasted.

thanks for reading. I'll be away for the next 3 weeks, I will be pretty busy because of my summer job during this time (with 24/7 on-call hours in addition to regular hours) so I have no idea if or when I will have to write/post a new chapter. I will try my best, but otherwise I will be back in the second week of July.

Don't forget to review!