Suggested listening:

"Everything Will Be Alright"- The Killers

"You talked to Dr. Vann?" Derek asked when Meredith found him in the scrub room before surgery.

"He was with a patient," Meredith shook her head and joined Derek at the sink. "I talked with the floor nurse and she said she was sure he could squeeze us in after the surgery."

Derek glanced over at her as she supported her weight against the edge of the sink.

"Mer?"

"Mm?" She glanced at him.

"You okay?"

Meredith took a deep breath and it was a moment before she answered:

"I'm okay."

Both of them glanced towards the door to the hallway as it was pushed open and George and another of Meredith's interns came in.

"Hey Mer, I heard about your gurney ride this morning," George said appreciatively as he squeezed in next to Derek at the sink and turned the water on.

"Who told you?" Meredith asked sheepishly.

"Alex," George answered, and then added: "And Bailey, two interns…and six nurses," he finished, counting them off on his fingers.

Meredith frowned.
"Seriously?" she asked adamantly, "Don't you people have anything better to do with your time?"

"Hey," George said with a shrug, following as Derek backed through the door into the OR, holding it open for Meredith, "Don't ask me. I'm just an intern."

"Dr. O'Malley, the spreaders," Derek instructed. "Alright, you're going to make an incision beneath the second vertebrae…Good. Dr. Grey, secure the clamp, please."

Derek looked up at her and his eyes searched her face.

Meredith nodded.

"Suction," she instructed the intern on her left side. She glanced at the monitor. "BP and heart rate are steady," she announced. "Watch for clots-"

"Careful of the nerve-" Derek warned, and Meredith stepped back to allow her intern room at the table. She glanced up into the gallery; Dr. Bailey was sitting in the front row with a stack of charts piled in the seat next to her. The Chief had joined her in the seat on her other side, and periodically, Bailey would look up from her paperwork as he talked to her, and lean down to watch the procedure going on in the OR.

It was another half hour into the surgery when Meredith realized that she had not felt the baby kick in awhile. She was torn between welcome relief and anxiety; there had seemed to be no end to the kicking since she and Derek had first felt the tiny movements of their baby in her bedroom almost three days before, but now -she suddenly realized- the lack of movement only made her nervous.

And then, out of nowhere, a pain unlike any she had felt until now ripped across her abdomen and she fought the urge to cry out. Instead, an annoyingly pathetic whimper escaped her lips as she instinctively clutched a hand to her belly and grabbed onto the operating table for support.

Everyone immediately withdrew their tools and backed away from the table as it moved slightly with the weight of her support.

"Dr. Grey?" Derek's voice sounded panicked.

Meredith glanced across the operating table at him as the pain dulled and subsided. She took a deep breath.

"…Dr. Shepherd?" she asked finally.

Derek's brow was furrowed in concern and everyone in the room looked to him, waiting for him to speak.

"Are you okay?" he asked finally, and his voice was low and even.

"I'm sorry," Meredith apologized, "I'm fine."

Derek's eyes searched hers beneath his mask, and he seemed conflicted as to whether to continue. He hesitated and glanced towards the gallery window; Dr. Bailey and the Chief were both leaning forward, staring down into the OR. Finally, Bailey frowned and slowly sat back in her chair, and Derek looked back towards the patient.

"Dr. Shepherd?" a nurse questioned. The only sound in the room was the steady beep of the monitor.

"Alright," Derek nodded after a long moment, "…Let's continue."

Meredith closed her eyes and took a deep breath, finally taking the hand from her belly to adjust the intibation tubes in the patient's mouth. Derek looked incredibly nervous and Meredith could feel his gaze on her as she adjusted the monitor.

Her chest was rising and falling quickly, and she tried to make her breath come evenly, forcing herself to calm down. George waited until no one was looking and then nudged her.

"Are you okay?" he muttered, and she nodded, trying her best to focus on the surgery.

"I'm going to need an extra set of hands for this," Derek announced a few minutes later. He glanced protectively at Meredith as George circled the table to help.

"That's perfect," Derek encouraged, "Keep pressure there. Dr. Grey-"

Meredith looked up and Derek continued:

"I need you to use the ten blade and make an incision-"

Meredith nodded and took the scalpel that the nurse handed her.

"Not too shallow," he said cautiously, "But watch for the nerve sac-"

Taking a deep breath to steady her hands, she moved forward and cut around the middle vertebrae, extending the line down the length of the spine.

"Good," Derek moved forward to take the scalpel, and then Meredith was stumbling backwards as another white-hot pain seared through her.

"Meredith-" Derek exclaimed loudly, and even though she herself knew something was horribly wrong, the tone of his voice scared her.

"...Derek," she managed to choke out, dropping the 'Dr. Shepherd' pretense she always reminded herself to use when they were working. Even now, she could see the crowd of scrub nurses and interns hovering near as it all happened, and her eyes blurred with unshed tears. She looked up and tried to focus on Derek's face, pulling her surgical mask down around her neck, but another dizzying wave of pain hit her and grew in intensity. She felt lightheaded, and found herself turning to look up through the gallery window as Dr. Bailey stood and hurried from the gallery, her files spilling to the floor.

She willed herself to unclench her fingers and the scalpel she was holding fell from her hand and landed on the floor with a clatter. Another pain ran through her and this time she bent almost double and stumbled towards the door of the OR in a blind panic.

"Meredith-"

And then Derek had her swooped up in his arms and she sobbed in pain, her hands clutching her belly.

And the sight of Meredith so helpless and unashamedly afraid terrified him.

"I'm sorry Derek," she pleaded, and vaguely noticed herself saying the words, "I'm so sorry-"

"Shhh, Mer," he soothed, but even through her escalating sobs she could sense his distress, "Everything's going to be okay-"

"Derek-" Richard pushed through the swinging doors into the OR, "You've got a patient with their spine exposed laying on your table-"

"Then page someone, damnit!" Derek insisted loudly, "This is Meredith! He pulled off his surgical headgear and pushed it into the Chief's arms. This was his Meredith; his beautiful, pregnant, Meredith. Derek felt himself choking back panic as he pushed past Richard through the doors.

Bailey met him with a gurney in tow outside of the scrub room.

"Here, get her on the gurney," she instructed, her voice quiet, but as Derek leaned over to lay Meredith down, she wrapped her arms around his neck and clung tightly to him.

"Derek," her breath came in ragged gasps, "I'm sorry," she repeated. "It hurts-"

"I know, Mer, I know." Derek heart constricted tightly with the sound of her pain, "It's going to be okay, Mer." Derek tried to console her, angry at himself because he couldn't think of anything else to say. "I'm just going to lay you down, alright…?"

"Please, Derek…"

Derek laid her on the gurney and Meredith gripped his hand tightly.

"Meredith," Dr. Bailey said soothingly, smoothing her hair back off her face. "Have you experienced any spotting; any at all?"

"No-" Meredith said loudly, gripping the sides of the gurney as she was hit with another wave of pain.

"Okay," Bailey said quickly. "Okay. What about cramping? Lower back pain?"

Meredith nodded and bit her lip.

"Today?" Bailey demanded.

"It's-" Meredith gasped, "been…a couple of days…"

"Derek," Bailey said as she pushed the gurney down the hall, "I need you to page obstetrics, let them know we're coming down-"

"D-Derek…" Meredith pleaded as he pried his hand from her grasp and reached from his pager.

"I'm not leaving," Derek shakily reassured, fumbling with his pager, "I'm right here-"

"Meredith," Bailey said, as calmly as possible, "I need to know, when was your last ultrasound?"

"…Meredith?"

Derek looked up from his pager when Meredith did not answer; her chest rose and fell rapidly and her knuckles were white from her grip on the edges of the gurney. Every part of her body ached, and this was one of those extremely rare times when she wished…she wished that she had a mother who could be there for her, and hold her hand, and tell her that things were going to be okay.

Derek and Dr. Bailey shared a worried glance.

"Meredith?" Bailey repeated gently.

Meredith stared blankly at Bailey, and her breath came in small, shuddering gasps.

"Meredith," Bailey tried again, "Can you tell me when your last ultrasound was?"

"...Fift-fifteen weeks," she choked out a reply.

"Fifteen weeks?" Bailey was confused. "Not your wand ultrasound…Meredith, your last abdominal ultrasound-"

"I haven't!" Meredith began to sob harder, shaking her head.

"Derek," Bailey turned to hiss at him as they neared the elevator, "She's almost twenty-three weeks along! When was this girl's last appointment?"

"Fifteen weeks," Derek concurred miserably. "I wasn't there; it was her first appointment…We -er- had to reschedule her last-"

"You-" Bailey cut him off, "Are a damn fool-"

"It's my fault-" Meredith interjected, "I didn't go and…oh-" she cried out and arched her back mid-sentence as yet another pain ripped through her. She felt warmth between her legs and looked down to see that blood had soaked through her scrubs.

And for a moment, Derek couldn't breath.

Meredith wrapped her arms around her baby bump and her sobs escalated into hysterics; she struggled to sit up.

"She's in preterm labor," Bailey said shakily, pushing past Derek in the confined space of the elevator, "Meredith," she said quickly, "Meredith…listen to me. I need you to breath. Your baby needs you to breath-"

"I can't, please, I-I-, I can't," Meredith gasped, painfully unaware of her own instincts. After all, she was a doctor. "Please-"

"Mer, Meredith," Derek called soothingly, his voice even and steady. "You're doing so well, Mer," he swallowed hard and pinched the bridge of his nose. Inside, his heart was racing, but he was trying desperately to maintain a calm appearance… "Okay? It's okay…you're okay-"

He brushed the hair from her face, tucking it behind her ears, and gave Bailey a hopeful glance. He could sense his tiny Meredith slowly calming down. His hands shook and he willed them to steady as he brought them down to her belly and laid them there. His throat ached and he wanted someone to be angry with, to blame for the pain that she was in. "I-" Derek looked up at Meredith and found he could no longer speak. There was nothing more he could say; he didn't have words for the terror he was experiencing right now…

"Meredith-"

Derek was brought sharply back to reality by the alarmed way that Dr. Bailey had suddenly said Meredith's name. He looked at her small form on the gurney as they glided down the hall; she had suddenly gone very pale and still.

"Meredith-" Bailey said again as she pushed the gurney, "Meredith, you're doing good, just take slow, deep breaths, okay…"

Derek jogged alongside and felt hollow. Empty.

"Meredith-" Bailey repeated uneasily, slightly out of breath. "I need you to answer me, alright?"

Meredith mumbled something nondescript and arched her back weakly; beginning to feel numb from the continuous spasms of pain. She turned her head and watched as the walls of the hallway sailed by.

"Put her on oxygen," Bailey hastily instructed as they rounded the last corner and came into view of the obstetrics wing. Derek grabbed the mask that hung from the side of the gurney and gently slipped in over Meredith's tear-stained face as Dr. Vann ran towards them, pager in hand.

"Meredith Grey, twenty eight…twenty-two weeks pregnant," Dr. Bailey recited, passing the gurney off to Vann's team of nurses and following alongside. "Exhibits symptoms of preterm labor," she continued. "Contractions are intensifying instead of slowing-"

"When was the last contraction?" Dr. Vann was speaking to Dr. Bailey, and Meredith lay, seeing…but not really. Hearing…but not really. And then she let out another soft moan and gazed towards Derek, and he picked up her hand and gave it a reassuring squeeze and laid the other hand gently on her belly as it contracted tightly.

Miranda looked down at Meredith and then slowly -apprehensively- back up to obstetric attending.

"Two minutes," she told Dr. Vann sadly. "...The contractions are two minutes apart."

And then it hit Derek. Horribly, intensely, and without warning…the realization hit him, and he was truly and completely aware of the reality of the situation. Meredith was having contractions. Meredith was five and a half months into her pregnancy and she was in labor. Meredith wasn't going to be pregnant anymore. His Meredith. His baby. It was all crashing down.

He throat was dry, and when he forced it open and spoke the voice he used didn't sound like his own. It was quiet, defeated, and it had a sense of finality about it:

"I love you, Meredith."

Okay. So it was time for another update. And this is the first true, nerve-wracking cliffhanger of this fic. It had to be done. Mer and Der need to be together, and I surprised myself slightly by portraying Meredith as so dependant on Derek in this chapter. This is the one area where she can completely lose it…because maybe she doesn't realize it, but this is everything to her. Simply everything. And just this once, she doesn't have to worry about maintaining her independence or hiding her fear. Because she is scared, and this might just be the one time where it is too much for her to hide away. She can't. This time, she needs Derek, and this time, she knows that it's okay. Please review, and thanks so much for reading!