A/N: Thanks so much for your kind response to the last chapter and this story so far! I love reading your reviews and hearing what you think. Here's the next chapter; I hope you like it. And as always, thanks so much for reading!

"I really think you should settle."

Addison looks at her lawyer squarely, her jaw set. "I didn't do anything wrong. Why would I let Sean damage my professional reputation when I did exactly what she asked me to do?"

"Because taking this to court is only going to drag things out. And you still might not win."

"I thought that as my lawyer you're supposed to be on my side."

"I'm just trying to help you. Trust me, you want to keep this out of court."

Addison sighs. Her lawyer is supposed to be good. She should hope so for all the money she's paying her. But right now, Addison would kill to have Weiss defending her. Or someone who understands her perspective better.

"I'm just saying, if you act contrite, I think ..."

But Addison stops listening. She's heard this spiel before and it's no more appealing this time around.

She excuses herself under the guise of going to the restroom. Truth be told, she needs to get out of there. She doesn't want to risk saying something she's going to regret.

She's surprised to see Sean in there, standing in front of the mirror, putting on lipstick. And Addison straightens her shoulders and joins her in front of the mirror.

"Good morning," she says formally as she removes her own lipstick from her purse.

Sean rolls her eyes. "Stop pretending to be civil."

"Fine," Addison shrugs. "You want to drop the pretenses? You want to know the truth? You're being manipulative and exploitative."

"I'm doing what I need to do," Sean disagrees. "I wouldn't expect you to understand."

Addison glares at Sean through the mirror. "What's that supposed to mean?"

"Tell me, Dr. Shepherd, are you a mother?"

"No, but—"

"Exactly. You're not a mother. There's no way you could possibly get it."

"Get what?" Addison asks, doing her best to stay calm. "How hard it is to raise a child? What it means to love a child?"

"You think that just because you deliver babies for a living you're this big expert on motherhood, don't you?"

"I never said—"

"You didn't have to say anything. Doctors are know-it-alls. And you're more arrogant than most."

"Why? Because I'm concerned about my professional reputation? Because I'm not willing to let you take away all the time and effort I spent getting to where I am? I don't see how that makes me arrogant."

"You wouldn't."

Addison's jaw clenches and she feels her resolve strengthen. "I'm not going to let you take away from all the time and energy that my mentor invested in me. And I'm not going to let you or this lawsuit prevent me from being able to invest my time and energy into future doctors."

She's about to say more, but she can't help getting lost in her thoughts. Just this morning, Alex Karev had assisted on his first big-boy surgery. He was brilliant. And she was so proud.

~ I fall behind ~

"Impressive, Karev," Addison compliments as she watches him stitch the two ends of their infant patient's bowel back together. "Most surgeons treat the bowel too delicately the first time they do this surgery, but you're handling it perfectly."

He smiles at her cockily. "A baby's bowel is stronger than you'd think."

Addison raises an eyebrow. "Where'd you learn that?" she asks, though technically she doesn't need to.

"From gynie royalty," Alex shrugs. "Dr. Carlsmith."

Addison smiles. "I heard you and Vivian got to know each other yesterday."

"Yeah," Alex nods. "She's pretty cool."

"Yeah," Addison agrees, nodding sadly. "She is."

She looks up when she hears the monitor hooked up to their patient begin to beep frantically.

"BP's dropping. Karev, there's a bleeder."

He looks up at her, his cheeks flushed, eyes concerned.

"It's okay. Stay calm," she reassures him, moving closer, but not stepping in completely. "You just need to find and cauterize the bleeder. You've got this."

He looks at her uncertainly.

"You've got this," she encourages, smiling slightly when he locates the source of the bleeder. "Good," she compliments. "Very good."

Alex breathes an audible sigh of relief as the beeping monitor quiets down and the baby's BP stabilizes.

"Nice work, Karev," Addison approves. "Nice recovery."

"Thanks." He looks down at the baby's bowel that he's stitching together. "Does this look okay?"

She nods as she double-checks his work. It really is picture-perfect.

"Karev, I know you're going to hate me for saying this," she begins. "But you really do have a gift for my specialty. I think you should consider specializing in it."

He shrugs nonchalantly. And if she didn't know any better, she'd think he was writing off her compliment … and her suggestion.

But she does know better. And she knows something else too. She knows that even though Karev is wearing a surgical mask and his mouth is concealed, this is the widest she's ever seen him smile.

~ The second hand unwinds ~

"You're incredibly arrogant," Sean says, ripping Addison from her thoughts. "All those things you just mentioned … how hard you worked … all those people who invested time and energy into you … and the people you're investing time and energy into … do you know what the common thread is? You. With you, it's all about you."

Addison blinks in astonishment. "Is that what you think? Let me tell you something, I didn't become a doctor solely for myself. I became a doctor to help people … like your daughter, who otherwise wouldn't have had a chance."

Sean shrugs mildly. "If that's how you have to spin it to yourself."

Addison tosses her lipstick in her bag and glares at Sean. "I'm not spinning anything. I'm telling things the way they are. And when I take your ass to court, the jury will agree."

"You're a dear," Sean says, rolling her eyes.

Addison shakes her head. "If you honestly believe that you're being a good mother by suing me for wrongful birth," she says through gritted teeth, "then, yes, a jury will see it my way."

Sean shrugs. "I guess we'll find out," she taunts. "Oh, and Dr. Shepherd?"

"Yes?"

"Do yourself and the rest of the world a favor and never become a mother. It requires way too much compassion for someone like you."

xxxxx

Don't you have other patients?"

Derek shakes his head. "None who mean as much to me as you do."

"Derek," Vivian smiles, "you should be out there saving lives. There are actual lives you could be saving. We already know what's going to happen to me. But other people ... they have a chance."

"I hate it when you get pessimistic like that," Derek mumbles.

"I'm not being pessimistic. I just ... I don't want to see your talents go to waste."

"They won't. Besides," Derek continues, "Addison will kill me if she comes back from mediation and sees I left you alone."

Vivian smiles. "Happy wife, happy life."

"Yeah," Derek stammers uncomfortably. "Something like that."

"It's okay, Derek. We don't have to talk about it."

He runs a hand through his hair. He has every intention of trying again with Addison. It's just he's spent so much time being indifferent toward her or speaking indifferently about her, it has kind of become second nature.

"I still love her," Derek says, lowering his voice as if sharing a secret. "You know that, right?"

"I do," Vivian nods. "Does she?"

"I ..."

In all honesty, he doesn't know. He can't remember the last time he told her. He certainly hasn't said those three words to her since she's been in Seattle.

He looks at Vivian, expecting her to share some pearls of wisdom about how there's never a bad time to tell someone you love them. But to his surprise Vivian remains quiet.

"What? No advice?"

Vivian shrugs. "I specialize in medicine, not relationships."

"I'm pretty sure you're brilliant at everything," Addison disagrees as she walks into Vivian's hospital room.

Vivian chuckles and Derek studies Addison closely, trying to figure out just how much of his conversation with Vivian she heard.

"How was mediation?" he asks her. Technically, he doesn't need to. He's pretty sure he knows how mediation went by the look on his wife's face.

Addison sighs. "We're going to court."

"I'm sorry," Vivian says apologetically. "I'm guessing you didn't make any progress with Sean."

Addison shakes her head. "If anything, we made negative progress."

Vivian chuckles. "What happened?"

"Well, I attempted to play nice and hold my tongue, but the truth is, I didn't make a mistake, and the woman who's suing me is a bitch, and I don't feel like listening to her blame me for everything that's going wrong in her life. I'm done being a virtual punching bag."

Derek feels his body stiffen at that last part. And he can't help wondering if that last part is directed at Sean or him. Admittedly, both are justified.

"It's just ... I've worked my whole life to become a great doctor," Addison continues. "And now my reputation's being threatened. And what's even worse, there's only a handful of doctors who do what I do. So if I can't practice medicine, there will literally be babies that won't get saved." She shakes her head. "I know that sounds egotistical—"

"Oh, don't you ever backpedal your ego with me, missy," Vivian cuts in. "You're my student. You deserve every ounce of that pride."

"She's right," Derek agrees. "Addison, you're an incredible doctor. You can't let Sean take that away from you. You helped Sean become a mother. It's not your fault she's not cut out for the job."

"That's funny," Addison says dryly. "She said something similar about me today."

Derek feels his hands involuntarily ball up into fists at his side. "What?"

"She said I should never have children," Addison says dully. "Because motherhood requires a type of compassion that someone like me isn't capable of."

Derek's mouth goes dry at that. His stomach clenches uncomfortably. He opens his mouth to speak, but no words come out.

Luckily, Vivian is more than capable of being comforting and insightful.

"She's wrong," Vivian says bluntly. "On every level."

Addison looks at her mentor uncertainly. "You really think that?"

"I know that," Vivian insists.

Derek wants to say something. He wants to agree with Vivian. He wants to make Addison feel better. But his words keep getting stuck in his throat.

Sean's comment to Addison is hitting him like a punch to the stomach. He literally feels like he's had the wind knocked out of him and can't catch his breath.

And if he's feeling this way, he can't even imagine how Addison is feeling.

"Addison," Vivian continues, ripping Derek from his thoughts. "Don't let this woman who doesn't know the first thing about you influence a decision she deserves absolutely no say in. Her opinion doesn't matter."

Addison nods mutely. "You're right," she says quietly. "You're always right. I mean, this woman thinks she's being a good mother by claiming that her daughter never should have been born."

"Yeah, well ... mothers try to protect their children," Vivian sighs. "But sometimes in the process, they do a lot of damage."

Addison hears the catch in her mentor's voice. It's brief, but it's also very noticeable.

"Vivian, are you okay?" she asks in concern.

Vivian nods, but it's unconvincing.

"Vivian, what is it?" Addison presses gently.

"I—I've never told anyone."

"Well, you can tell me."

Vivian looks around uncertainly. "I ..."

"I can leave, if that makes things easier," Derek offers quickly, sensing this may be a conversation between mentor and mentee ... or woman to woman.

But Vivian shakes her head. "Stay." She swallows roughly and Addison can see she's struggling with memories.

Push ...

Good. Very good.

"In 1951, I had a baby," Vivian chokes out. "I was fifteen."

Okay, I see the head.

Push ...

"The nuns gave her to a Catholic family."

One more big push.

Good.

It's a girl.

"I never got to hold her."

"Why not?" Addison asks softly. "Did you choose not to?"

It's a valid question.

Throughout the course of her career, Addison has seen her fair share of adoption cases. And she knows that a fair number of times the birth mother elects not to hold her baby, insisting that it's better that way or that holding the baby will only make things harder. She always assumed that in some of these cases, this decision came with regret later on in life. But until now, maybe she took for granted what this regret looks like.

But Vivian is shaking her head, her eyes moist. "I wanted to hold her." She dabs at her eyes with a tissue. "Before you leave the maternity home, they let you hold your baby for thirty minutes to say goodbye. Everything I'd know about my daughter, everything she'd know about me would come in those thirty minutes. I practiced what I'd say to her while I crocheted a pair of baby booties. But before they brought her in, my mother showed up to take me home. And when Sister Jo brought my baby, my mother sent them both away."

Addison swallows thickly, tears stinging her eyes. "Vivian, I had no idea. I'm so sorry."

"I wanted to hold my baby. I wanted to be her mother." Vivian shakes her head regretfully. "But what kind of life would I have been able to give her anyway?"

Addison bites her lip as she remembers that case she and Vivian worked on together all those years ago ... with the teenager who gave her daughter up for adoption. And suddenly Vivian's behavior that day makes sense.

"Did you ever try to contact her? Your daughter," Addison clarifies.

"No. I threw myself into my career. Medicine ... that became my life's work." She gives Addison a warm smile. "And looking after a few special students, like you."

"Did you ever forgive your mother?" Addison asks, placing a hand on Vivian's.

Vivian shrugs. "She did what she thought was best for me. The truth is, I had to thank her."

Addison looks at her mentor in confusion. "What do you mean?"

"I was the only female surgeon in my class. The male residents just tortured me." She shakes her head, reminiscing. "But it rolled off my back. After your mother calls you a whore, nothing else hurts."

Addison looks at her mentor in amazement. "Where did you find the strength?"

Vivian answers Addison's question, but Derek doesn't hear it. He's too lost in his own thoughts. He's not thinking about Addison. And he's not thinking about Vivian and the heartbreaking story she just told.

He's thinking about Meredith ... and the way she always talks about her mother. Ellis Grey, the perpetual villain.

It's so strikingly different from the way Vivian just talked about her mother.

If he wants to delude himself, he could say that age and immaturity are the explanation. But he knows that's not true. And he doesn't want to delude himself.

In the end, it has nothing to do with age or maturity. It has everything to do who Vivian and Meredith are and how they approach the world.

Vivian is remarkable. There are no two ways about it.

Her words keep reverberating in his head. The truth is I had to thank her. Vivian could have easily held a grudge and blamed her mother for everything. But she didn't. She acknowledged her mother's perspective—even if she didn't agree with it … even if it hurt her. And the whole situation made her stronger.

Meredith, on the other hand, will spend the rest of her life suffocated by her mother ... blaming Ellis for her every shortcoming and everything that doesn't go right in her own life. Maybe he's wrong about this. But he doesn't think so. And it doesn't matter anyway. He has no intention of sticking around to find out.

He knew he wanted to be with Addison before. And Vivian's story is only strengthening that decision.

Eleven-plus years ago, he told Addison that she and Vivian were similar, and Addison had called it the best compliment he could give her. Somewhere over the years, he forgot this. He stopped seeing his wife. But Vivian being here has reawakened something in him and for the first time in a long time, he's seeing clearly.

Of course, his timing is once again awful. For the life of him, he can't seem to reach these realizations at times when he and Addison can actually talk.

So, he'll wait. But not too long.

Once upon a time, he believed that he and Addison had all the time in the world. But Vivian being here is a reminder that life is short and, sometimes, unpredictable.

So, he'll wait. But out of respect, not out of naïveté.

And with that thought, he rejoins the conversation with Addison and Vivian ... which has shifted back to Sean Petrucci and the ridiculous thing she said to Addison.

"That woman doesn't know what she's talking about," Vivian insists. "She's grasping for nonexistent straws. I know you. And I know that if you choose to be a mother, you'll be incredible."

"Yeah," Derek chokes out vulnerably, finally finding his voice.

Addison and Vivian look at him in surprise, almost as though they'd forgotten he was there.

He meets his wife's eyes and smiles at her sincerely. "Yeah," he repeats softly. Genuinely. As if nothing in the world could possibly be truer. "You'd be the best."

A/N 2: I adored Vivian's storyline on Private Practice—particularly the part about her giving up a baby for adoption as a teenager. I've been looking forward to working it into this story for a while; I hope you enjoyed it!