They were about eight hours in when his phone started ringing, and he knew exactly who it would be, calling to update him on her day. He grinned softly beneath his mask, glancing up.

"Can that be put on loudspeaker please? And quiet would be appreciated," he said, catching Meredith's eyes as she gave him a questioning look.

"Hi daddy!" he heard Maddie's voice come from the phone.

"Hey, Maddie," he said back to her.

"Work still?"

"Yeah, but we can talk for a few minutes. I want to hear about your day."

"See the fishes! Lots and lots of fishes, and was penguins and otter and seal…. Even a crocodile!" her voice became a dramatic whisper at the end.

"A crocodile? Wow! Did you get lots of pictures?" he asked, about to quietly motion for Meredith to catch a bleeder, but she'd already got it before he could.

"Yep, nana said we print them 'morrow and show you after working done," Maddie confirmed.

"Sounds good, what else did you do?"

"Nana got baby penguin," she told him.

"A penguin? What's it's name?" he frowned slightly in confusion.

"Still thinkin'," Maddie sighed.

"Where's nana keeping the baby penguin?" he asked.

"Silly daddy, is a teddy," she giggled, and he could just imagine the way she giggled with her hand over her mouth.

"Ohhh, nana got you a penguin teddy?" he chuckled softly.

"Yep! New friend. Oh! Mer work?"

"Yeah, she's here with me now."

"Oh! Hi Mer, daddy not said you there. How your day?"

"Hey, Maddie," Meredith said with a slight laugh, "I've had a busy day. It sounds like you've had a very fun day at the aquarium."

"Yep! Gots present."

"You got a present?" she asked.

"Uh-huh, you present," Maddie said as though it were obvious.

"That's very kind of you, Maddie, you didn't have to get me a present," Meredith said, and he could see the slight frown in her forehead.

"You got me brownie," Maddie said, and he could hear the smile in her voice, "Give present next time."

"Okay, thank you, Maddie," she laughed softly.

"Ready for bed, Maddie?" Derek said.

"Yep, nearly bed time," she said with a yawn, and he glanced up to see the smile in Meredith's eyes.

"Okay, princess, you keep being good for Nana, and I'll take you to the zoo like we talked about on Friday, okay?" he said to her.

"Will do, daddy, love you," she murmured, the tiredness apparent in her voice.

"I love you too, baby girl, goodnight," he said just before the call hung up, and he heard a small laugh from Meredith, "What?"

"She hung up on," she shook her head slightly, still laughing softly.

"Yeah, she hasn't quite mastered the art of ending phonecalls," he chuckled, grinning at the sound of her laughter.

"Hmm, she's a good kid," she glanced up and he met her eyes a moment before she looked down again at the task at hand, "This tumour is…"

"Beautiful," he murmured with a nod, looking down as well.

He loved how Meredith interacted with Maddie, even though they'd barely met, you'd think they'd known each other forever. He couldn't help but be grateful that regardless of the fact Derek had kept Maddie a secret from Meredith, there didn't seem to be any animosity about the fact, almost like she completely understood his need to keep the secret. He just hoped they could find time to talk about them, about what was going on. He wanted her in their lives, he was pretty sure she was in love with her, and he didn't want to throw all that away.

The surgery had finished after over twenty four hours, and they stood in the scrub room, side by side, as they scrubbed out, an awkward silence between them. She could feel an an obvious energy between them, the one that a few weeks ago would have her coaxing him back to his office with all the wrong intentions. Or maybe they were the right intentions, at the time, but now they were definitely the wrong intentions.

She needed to leave. She had to leave. The scrub room. The hospital. Seattle. Derek. She'd made that decision. Uttered those words that Brian had wanted to hear for so long. So why was she still stood there?

Her head knew that she had to turn and walk away, but her heart yearned for even just one more minute with Derek Shepherd. Because when she was with him, Meredith Grey had never felt more alive. And she didn't know if she was ready to give up that feeling.

She glanced at him as their arms brushed, feeling a familiar spark at the contact of their bare skin making her breath hitch. His eyes met hers, holding her gaze for the longest second. Staring into those godforsaken blue eyes, imagining his hands once again tangled in her hair as he whispered sweet nothings against her lips...

She reluctantly broke the eye contact, looking back at her hands. The desire in the pit of her stomach was growing, and her tongue moved over her dry lips slightly before pressing them together. She really needed to go.

"We really do work well together don't we?" he said quietly, an undertone to his voice that made it clear he was talking about more than just operating together.

"Yeah, I… I've never worked that well with someone before," she kept her voice quiet, shaking her head slightly as she dried her hands.

"Meredith," he murmured, taking her hand to gently urge her towards him, "Please."

"Derek, I can't…" she barely whispered, glancing up at him but keeping her hand in his.

"Why not?" he murmured, keeping his eyes locked on hers as his free hand cupped her cheek.

She went speechless, unable to get her words out, her hand tightening in his as she froze. She felt herself leaning toward him, her lips parting slightly as she tried to make sure she kept breathing. She didn't know what had come over her as her eyes flickered between his eyes and his lips. She could feel them getting closer to one another, feeling his breath brushing her skin and sending a chill down her spine.

"I'm… I'm in a relationship with Brian," she breathed suddenly, and his hand dropped as he took a step back, hurt obvious in his frown.

"You… oh," he turned, running his hand over his face, "I thought he was just an old friend…"

"He's my ex," she started to explain, "We have… history, and things happened and… I owe it to… I just have to try; I have to try."

"I mean, I know we never had that conversation, we weren't exclusive, I just, I really thought," he shook his head slightly.

"I'm sorry," she whispered, going to reach for his hand again but thinking better of it, wrapping her arm around her middle instead.

"It's… I don't know what it is," he shrugged.

"I should've told you who he was, but I wasn't sure if… and then we decided to try again, but I'm still… I like you a lot, Derek, I didn't lie about that it's just… bad timing maybe," she pulled her lab coat on, pushing her hands into the pockets, murmuring softly when he didn't say anything more, "I should go."

"Mer, what I said the other day… I still mean it," he said out of nowhere as she reached for the door handle.

"Which?" she asked, turning to him with a slight frown.

"I'm here for you. If you need to talk, or anything, I'm still here for you," he said, his voice soft as his eyes met hers, sending he had a concern for her, but she didn't know why.

"Oh," she breathed, turning her head back to the door as she felt her eyes water, "Thank you, I… that means a lot."

Without another word passing between them she left the scrub room, wiping under her eyes as she felt the exhaustion really hit her. She hadn't been in the OR for that long in a while, and she just wanted to curl up and sleep.

She passed by Derek's office quickly, grabbing her things and not bothering to go and change. She quickly made her way through the hospital, just wanting to get out of there. Normally she'd stay, stay with the patient, but she couldn't. She had to leave. She had to get out of there.

Her phone started ringing and she groaned softly. She just wanted to get out, and hide, or run to the airport and take the next plane to anywhere. She pulled the phone out, realising Brian must've been waiting to hear from her.

"Hey, we just finished," she murmured, trying to keep any emotion out of her voice as she climbed into the car.

"Oh, good. How did it go?" Brian asked, clearly none the wiser.

"It was successful, I was just about to head back to mine, I'm in the car now," she told him.

"Not staying overnight?" she could hear the frown in his voice.h

"No, I… I've been here for too long. I need to go," she said, meaning it in more ways than one.

"Sacramento called, they've asked me to come back tomorrow," he said with a sigh, "Will you come with me?"

"Can we fly out tonight?" she asked, pulling on her seatbelt.

"Oh, yeah, we can do. I'll book tickets now. Are you okay?"

"Yeah, I'm fine, I just need to be out of here," she took a deep breath as she started the engine, "I just need to pack some things when I get back and we can get moving, I'll message my mom from the airport, she'll only kick up a fuss and try to get me to stay if I call her now."

"Okay, drive safe. I love you."

She smiled to herself at his words, closing her eyes a moment as she murmured softly, "I love you too."