Okay so I wont be able to update for a good few days now, but I got the next chapter done- so here you goooooo. I think this might just be what you've all been waiting for, so I hope it does not disappoint!

Meredith sighed into what felt like her fifth hundred tequila and closed her eyes. She could do this. She had told herself she could do this so many times in the last month, but spending time with Derek as if she wasn't desperately in love with him was pretty difficult when she woke up with his arms around her, holding her close. He saw her as a friend, she knew that. If she were more than a friend he would be kissing her good morning and they'd probably have had sex before they'd gone to sleep. But they were just friends. He probably just fell asleep watching the movie too.

Her day hadn't gotten any better after she went to see Izzie and Cristina, who accidentally let slip that they saw Rose in the library with her friends. Discussing sex. Rose had been talking about sex with Derek. Obviously they had sex, they were in a relationship. But for some reason Meredith never really thought about it, and when she did it knocked her sick. Apparently Rose had said he was big. And skilled. And good. Urugh, she finished her tequila before asking the bartender for another one.

She had become so good at spending time with Derek even though it hurt to know he was with someone else, but today she just couldn't do it. It had been like a sweet torture waking up with him. His strong arms around her, making her feel so safe. But it took everything in her not to snuggle closer to him and kiss him. All she had wanted to do all day since she had woken up like that was kiss Derek. But she couldn't. So she cancelled their study session, he probably wouldn't mind because he could just go see Rose. If they'd have hung out, she'd probably have ended up crying or kissing him, neither of which were good situations. She was pathetic, she knew she was pathetic. But she didn't want Derek to think she was pathetic.

Great, she was crying. Tequila never usually made her cry, it made her horny. But the thought of going near any of the guys in the bar nauseated her, because they weren't Derek. She felt her cheeks wet and her shoulders began to shake slightly but she could not stop. She was crying over a boy and this wasn't okay. This wasn't her. She never needed anyone, but she needed Derek. She wiped at her eyes before taking a deep breath and ordering two more tequilas. Not that it did much good. Tears would not stop falling as she thought about him, probably having dinner with Rose, who would have no doubt ordered a salad. Or even worse, he could be in bed with Rose right now, kissing her and touching her the way she longed for him to do so to her. Rose didn't realise how lucky she was to kiss him, hold him, pleasure him. Derek was special and she wasn't sure if Rose really saw that.

He was smart and he was funny and he loved his family. He loved his family so much and it made her sad to think about him losing his dad. To think about him being so devastated made her heart hurt in places she didn't know it could. He took care of people and he always put others before himself and he was the most amazing person she had ever met. The tequila was messing with her brain as her thoughts ran wild about him. Brain boy had ruined her. His eyes were so blue and they sparkled when he smiled, and when he smiled his eyes had little crinkles that made her want to make him smile forever. His teeth were really white and his chin and jawline when he smiled made her heart stop. Not to mention his hair. His hair was so soft and so dark, and she couldn't stop thinking about running her fingers through it. Or pulling on his curls as they kissed. Or pulling on his curls as he went down on her. Stop. She had to stop. She was torturing herself. She was torturing herself and-

'Mer?'

Crap.

'Mer?' he said again, moving to put his arm gently on her shaking shoulder.

'Derek.' She breathed, not looking up from her glass that she was hunched over.

'Mer, what's wrong? Why are you crying?' he said, sitting at the stool next to her, leaning closer.

'Derek.' She shook her head, more tears falling down her face as she shrugged him off her.

'Mer what's wrong?' he repeated, still leaning close to her despite her breaking the body contact.

'Derek go away.' She whimpered.

'Mer, not until you tell me what's wrong.' He whispered, and she couldn't bring herself to look at him. She couldn't look at him because she could already tell he would have his big concerned eyes that gave her butterflies.

'No, Derek.' She shook her head. 'Go away.'

'Hey,' he soothed. 'I'm not going away. Now tell me what's wrong.'

'No.' she sniffled, still not looking at him.

'Has someone upset you? What have they done?'

'Derek leave me alone!' she cried.

'Mer I… I don't understand. Let me in.' he murmured, one again putting his arm on her shoulder. She caught her breath as his hand rubbed circles on her back and she squeezed her eyes tight, only for more tears to fall.

'Derek just go away.' She begged, moving out of his embrace.

'Wh… have I upset you? Is that why you didn't want to hang out today?'

'No. I just want you to go away.' She was practically sobbing now.

'Meredith I am not leaving you like this. Now tell me what's wrong.'

'No.'

'Meredith, I'm worried about you.'

'Derek, please.' She begged, finally turning to look at him. Her eyes were red and puffy and she pleaded with him.

'Oh Mer,' he whispered, leaning to gently cup her face, his thumb reaching to wipe a tear away.

'Derek, no!' she said, turning her face from him again. 'Leave me alone.'

'How many times, I am not leaving you alone. You are my best friend and you're crying on your own in a bar. I am not leaving you alone.'

'Please.' She begged.

'Meredith…' he said confused, and she could tell his eyes were even bigger now.

'Go find Rose.' She said, probably a little meaner than she intended.

'Wha- Mer, is this about Rose?'

'Go away Derek.'

'Mer if this is about Rose if she's said something to you-'

'Why would she say something to me?' she breathed, looking up.

'I… I don't.. she said she might say something to you and if she has and it's upset you then-'

'What would she say to upset me?' Meredith cried. 'What have you told her?'

'What- nothing Mer. Nothing.'

'Then what could she say to upset me?'

'Mer,' he sighed.

'Have you told her you hate me?'

'What?' he breathed, looking completely taken aback.

'Have you told Rose you hate me or something?'

'Of course not, Meredith, you're my best friend.'

She knew that, she knew she wasn't being rational she knew he didn't hate her and she knew she had hurt him by saying that. He was a good friend, the best friend. But she couldn't fall into his arms right now, he had to go.

'Whatever.' She said, turning back and finishing her tequila.

'Mer,' he breathed. 'I don't know how many of those you've had but I thinly you should-'

'Derek, go back to Rose.' She shot.

'Meredith stop saying that. If this is about Rose I think I've done a really good job recently of splitting my time between you two. I've really tried, Mer.'

'Derek, go away.'

'No.'

'Derek!' she cried. 'Will you please just go away I don't want to see you and I don't want to talk to you.'

'What have I done, Mer?' and he looked genuinely heartbroken. Great, she had done that. That was her fault.

'Nothing.' She sighed, turning to put her head in her hands at the bar, unable to control her sobs. 'You haven't done anything I just need you to go.'

'Mer you're not making any sense.' He whispered, going to touch her again before stopping himself.

'Derek.' She cried.

'What, Mer? Tell me what's wrong.' He soothed.

'Derek… I…' she couldn't stop her shoulders shaking and the tears falling. She knew everyone was probably looking at her but she couldn't stop.

'Hey, hey,' he breathed, pulling her into his arms. 'Mer, come here.' He rested his chin on her head as she moved to cry into his shirt, her hands making fists with it as she cried. 'Shhhhh.' He breathed. 'Just breathe. Just breathe.'

'I cant.' She cried even harder as he squeezed his arms around her.

'Come on, let me take you home.'

'No.' she said, pulling out of his arms.

'Mer.'

'You are not taking me home.' She shook her head.

'Mer you really need to go home.'

'Fine but I'm not going with you.'

'Me… Mer what have I done? Please don't sat it's me that's upset you like this. Mer, please don't cry.'

'Derek how many times do I have to ask you to leave me alone for you to actually leave me alone.'

'Meredith… I don't understand….'

'What?' she spat. 'You don't understand the words leave me alone or go away?'

'Meredith.' He breathed, his own eyes beginning to pool tears.

'Go find Rose.'

'I'm not here with Rose I'm here with the guys, and now I'm here with you.'

'Then go find them and leave me alone.'

'Mer.' He breathed, reaching to grab for her arm again before she pulled it back more forcefully this time.

'Don't touch me.'

'Meredith I… I'm not going to hurt you.' His voice wavered.

'Go away.' She said, before Mark appeared beside them.

'Everything okay?' he asked carefully, obviously having witnessed their conversation.

'Yes.' Said Meredith at the same time Derek said no.

'Okay, Grey I think it's time we take you home.'

'No.'

'Come on,' said Mark, moving to shift her into his arms. 'You need sleep.'

'I know.' She cried, leaning into his embrace.

'Mark…. What?' breathed Derek, looking at the way she was allowing Mark to hold her. But it was easier for Mark to hold her, because she felt nothing for him whatsoever.

'Shep, I'll take her home.'

'No.' he protested, moving closer. 'Mer, let me take you home.'

'No, Derek.'

'Meredith…'

'Shep, I've got it. I'll call you when I have her safely in bed.'

'No.' Derek said, and she could tell he was upset. 'I want to take her home.'

'Derek.' Mark shook his head. 'You're doing more harm than good right now. Let me take her home and she can sleep off the alcohol, you two can talk in the morning.'

'I've only had four, I'm not drunk.' She said indignantly.

'Then why are you pushing me away?' Derek breathed and she met his eyes for a split second before moving her own to the floor.

'Let's go.' She said to Mark, walking out with his arm around her shoulder, knowing she'd just left her best friend feeling hurt.

Mark got her inside and gave her some pyjamas before sending her into the bathroom to change. When she came back he'd gotten her some water and painkillers, and put them by her bed.

'Grey, are you okay?' he said as she sat on her bed, taking the first pill.

'I'm fine.'

'You're obviously not.'

'He has a girlfriend, Mark.' She said before putting the second pill into her mouth and swallowing. 'Of course I'm not fine.'

'You hurt him just now.' Mark said slowly.

'I know.' She said, her voice cracking. 'I know I hurt him and I feel like an ass, but I couldn't have him touch me or take me home, Mark. It hurts too much.'

'I know.' Mark whispered as there was a knock at the door. 'I'll get it, you get in bed.'

'Okay.' She said, wiping at her eyes and snuggling under the covers.

'Mer, I tried to stop him.' Came Marks voice as he and Derek walked into her room.

'Derek?' she asked, sitting up.

'Mer.' He breathed, looking her in the eye, probably noting how she'd obviously been crying even more.

'Mark you can go.' She whispered.

'Meredith I don't think-'

'Mark, it's okay.' She nodded. 'You can go.'

'Okay.' He nodded. 'Call me if you need me.'

'I will.' She smiled. 'Thanks.'

'Why would you need to ring Mark?' frowned Derek after Mark left, suddenly sounding pissed.

'He's my friend.' She shrugged.

'Is something going on between you two or something?'

'What? No. Why would you even think that?' she said defensively.

'It would make sense.' He shrugged.

'And what's that supposed to mean?' she said, feeling like she'd just been stabbed in the chest.

'Well, you both get around.'

She felt like he had just taken her heart and stamped on it. She couldn't believe he had just said that to her. He knew how insecure she felt about her reputation and he knew that she didn't sleep around anymore. He was the only one she trusted not to judge her.

'Get out, Derek.'

'No.'

'I cant believe you would think me and Ma-'

'Then what's going on?'

'Nothing's going on.'

'Really? Because you not letting me touch you or speak to you isn't normal. Mark took you home tonight, Meredith. Mark.'

'So?' she shrugged.

'So?' he mimicked. 'You don't see what's wrong with Mark being the one to take you home? What have I done, Meredith?'

'Derek how many times-'

'I know, I know, go away. You don't want to see me, I get it.'

Her stomach turned at the pain in his voice.

'What have I done between yesterday and today, Mer? Or even this morning and now? You were fine with me this morning.'

'Derek I don't want to talk about it.'

'Well I do.' He said, sitting on the bed, facing her.

'Derek.' She sighed, turning her head from him as she felt fresh tears stinging her eyes.

'Mer, please.' He begged, not at all sounding pissed. 'Please let me in. I'm sorry. I'm sorry, I shouldn't have said that about Mark. I didn't mean it, Mer. You know I didn't mean that.'

'I know.' She whispered. 'I can't, Derek.'

'Yes you can.' He said, his eyes searching hers. She couldn't do this. She couldn't be mean to him when he hadn't done anything wrong. She couldn't make him feel like a crap friend. She couldn't hurt him the way she so obviously was. She had to tell him. She had to tell him now otherwise he would think she was pissed at him and she wasn't. She wasn't pissed at him, the complete opposite.

'Derek,' she sighed, as a tear rolled down her cheek.

'Tell me, Mer. Whatever it is I'm sorry. I'm sorry and I'll make it up to you. I hate seeing you cry, and thinking that it's my fault makes me hate myself.'

'Don't.' she breathed, reaching for his hand. 'Don't hate yourself.'

He took her hand eagerly and she gave it a small squeeze.

'It's… it's complicated, Derek.'

'How? However complicated it is I know we can work through it, Mer. Please.'

'I…. you haven't done anything wrong.' She shook her head her voice wavering.

'Mer.' He whispered.

'You haven't done anything wrong, Derek. So please don't hate yourself.'

'Okay. But then why are you crying?' he said gently, running his thumb softly across the back of her hand.

'Because you have a girlfriend.' She whispered, looking away from him.

'Mer, I told you. I wont let a girlfriend ruin our friendship.'

'Derek-'

'I know I was crappy at first. I know I handled it badly and I'm sorry for that, Mer. I'm really really sorry I made you feel like I didn't care anymore. You're my best friend and-'

'Derek.' She repeated, looking up at him and tugging his hand. 'Shut up.' She whispered.

'What… I-'

'Derek I'm not upset because you're not spending time with me. You're spending loads of time with me. You're a really, really good friend. The best friend.'

'Then why are you so upset?'

'Because you have a girlfriend, Derek.' She whispered, really hoping he would get it. Hoping she wouldn't have to spell it out for him.

'I don't understand….' He said, confused.

'You have a girlfriend.' She whispered, silent tears falling. 'And I know, I know you would never like someone like me. I know that. I'm a whore and I eat junk food and I have issues, hell I have so many issues that no guy would like me. Let alone you. I've never done this before so I get…. I get that you'd never like me the way I like you… and I know you have a girlfriend and I know you love her and it makes me happy that she makes you happy…. But it doesn't mean it isn't hard for me to see you with her…. And know that you love her…'

'Meredith…' he breathed, his eyes widening.

'And I didn't want to tell you. I really didn't Derek…. Because you're my best friend and I don't want to lose you…. I don't want to lose you even if I can't love you like she can… being your friend is better than nothing at all… but I… it's hard, Derek…. So hard and I….'

'Meredith,' he repeated, taking her other hand in his and moving closer to her on the bed, forcing her to look up at him, her vision blurry from all the water in her eyes.

'I…. please don't leave, Derek… I know I know it's weird because I love you and now you know that you probably won't want to hang out with me and Rose will hate me… but please, Derek… I know you love her but I need you to still be my friend, I need you….'

'I don't love Rose.' He whispered, his face so close to hers she felt as if she was going to explode.

'Of course you do, Derek.' She breathed, feeling his breath on her face, making her hairs stand on edge.

'No, I don't.' he shook his head.

'She's your girlfriend.' She whispered, realising how small she sounded.

'She is.' He nodded. 'But she's not you.'

'What?' her eyes unable to leave his as he remained centimetres away from her face.

'You.' He breathed. 'I've been in love with you for…ever.' He began to smile gently.

'Derek,' she whispered, unable to move. She could not move. Derek had just told her he loved her. She had told him she loved him and she had sworn he was going to walk out or laugh at her. But instead he was in front of her, his lips close enough for her to kiss and he had said things. Big things. And she couldn't breathe.

'I love you, Mer.'

'I… you have a girlfriend….' Her head swam.

'You don't believe in love.' He countered.

'I….' she breathed, looking into his eyes and she couldn't help smiling. He was smiling at her and she couldn't help smiling.

'I love you.' He repeated.

'I love you too.' She sniffled as he leaned in slowly towards her. This was it. This was really happening. Derek was leaning in to kiss her. Suddenly she felt his lips brush against hers.

'Oh.' She breathed against his lips before responding and moving her own over his slowly.

'Mer,' he whispered, moving her into his arms as he kissed her again. Her head was spinning and her stomach was doing summersaults. She moved her hands to his curls just as she had thought of doing in the bar, her tongue moving against his lips lightly, looking for entrance into his mouth.

'Hmmmm.' He groaned, parting his lips and allowing her tongue to stroke his own softly. She couldn't believe this was happening. His tongue moved with her own and his arms seemed to tighten around her. She began to explore his mouth as one hand moved from the back of his neck to his cheek, holding his face as close to hers as possible. It was amazing. He was amazing.

'Mer,' he breathed again as they parted for air, before immediately ducking his lips back down to hers. He pulled her so she was on his lap and her entire body felt like it was on fire. Their tongues moved together and his arms ran up and down her sides gently. She couldn't stop. He was an amazing kisser and she could feel her body aching to have more of him. Derek was kissing her with his perfect lips and his perfect tongue and she did not want this to end.

'Derek,' she breathed, needing a breath, resting her forehead against his.

'Meredith.' He whispered, moving to press soft kisses on her cheek before moving them all over her face.

'Derek.' She repeated.

'Mer,' His kisses moved down to her neck and she tightened her arms around his neck.

'Derek.' She couldn't stop saying his name.

'Yes?' he asked, before capturing her lips again.

'Mmmmm.' She moaned, leaning into him, his tongue demanding entry to her. Which she immediately granted. She held his face in her hands as their lips caressed each others, their tongues soothing each other's. 'Oh…' she whispered as he pulled back slightly. 'Oh.'

'Meredith…'

'That was… wow… Derek..'

'Wow….' He whispered, grinning.

'Derek…'

'You… wow…'

'Derek.' She giggled as he still held her close.

'We kissed.'

'We kissed.' She smiled. 'With tongue.'

'With tongue.' He mirrored her grin.

'I…. that was great kissing.'

'It was.'

'Amazing… even.'

'Very amazing.'

'I like kissing you.'

'I like kissing you too.' He said as she wrapped her arms around him and hugged him, her head resting on his chest.

'Derek?' she whispered.

'Yes?' he said, placing a kiss on the top of her head and rubbing her back slowly.

'I…. Is this really happening?'

'I think so. I hope so.' He chuckled.

'Me too.' She whispered, squeezing him.

'I love you.'

'I've been in love with you… Derek… for a long time.' she murmured into his shirt.

'You have?'

'I think so.' She nodded, pulling herself up to look at him.

'I think I fell in love with you the moment I met you.'

'In the library?' she giggled, running her fingers through his hair.

'No, the first class of the semester.'

'Oh.'

'You were beautiful.'

'I… thanks…' she blushed.

'You are beautiful.' He whispered, leaning to kiss her gently.

'I think… I've never done this before Derek… but… I love you so much.' She whispered against his lips.

'I love you too.' He grinned, kissing her again.

'I… Rose, Derek.' She reminded him gently.

'Crap.'

'Are you sure… Derek? About me and Rose because she's-'

'I told you. She is not you. And you….' He trailed off. 'You are perfect.'

'I… I'm not Derek.'

'You are to me.'

'Oh.' She breathed, a tear making it's way down her face.

'I thought we'd stopped the crying.' He laughed gently, leaning to wipe it away with the pad of his thumb.

'This is happy crying.' She giggled, not being able to help as more tears fell.

'Good.' He smiled, wiping more away as she continued to sniffle. 'You don't need to cry.' He whispered.

'I know…' she whimpered. 'But Derek..'

'Mer,' he breathed, brushing her hair out of her face.

'I…. I never thought this would happen.'

'Me neither.'

'You're you…. And I'm me.'

'And you're you… and I'm me.' He laughed, trying to make her do the same.

'But you're you and you… I thought you would never feel the same.'

'So did I.' he whispered.

'But you do?' she smiled hopefully.

'I do.' He grinned. 'I definitely, definitely do.'

'I don't… I've never liked a boy Derek, not the way I like you.'

'I've never liked a girl the way I like you.'

'You've had two girlfriends, Derek.' She rolled her eyes.

'I've never felt the same way about them the same way I feel for you.'

'Really?' she breathed.

'Really.' He nodded. 'You are…. I love you.'

'I think I love you too.'

'You think you love me?' he laughed, bouncing her on his lap.

'I do love you.' She whispered, tracing her fingers on his cheek. 'I do, Derek. I… so much that it hurt.'

'Me too.' He whispered.

'I don't… I… so what do we do now, Derek?'

'I'm going to ask you out on a date.' He smiled.

'A date?' she smiled, surprised.

'Yeah, you know where I take you out somewhere.'

'We go places anyway.'

'But this time it's different.'

'Good different.' She grinned wider.

'So, Meredith Grey, would you like to go on a date with me?'

'I would.' She nodded, leaning to kiss him.

'I would be honoured to take you.'

'When are we going to go on this date?'

'Whenever you want.'

'Well technically you still have a girlfriend.' She teased. 'So I'm going to have to wait for you to take care of that.'

'Tomorrow?'

'Tomorrow?'

'A date. Tomorrow?'

'Isn't that… too soon?'

'I'm going to see Rose tonight, I love you, Meredith. I don't want to waste any more time.'

'Me neither.' She whispered.

'I love you.'

'I love you too.'

'I cant stop saying it.'

'Me neither.' She giggled.

'I love you.'

'I love you too.'

'I love you.' He said, gently bouncing her in his lap.

'I love you too.' She giggled again, leaning up to kiss him.

Thank you for reading! Please review (especially because I wanna know if you're all happy now!)