Meredith hurried down the stairs, about a flight and a half behind Cristina. Upon reaching the ground floor, she hurried out into the lobby, only to catch a flash of dark hair as the door swung shut. Swearing quietly to herself, she caught the stairwell door on the close and shot into the lobby.

"Cristina!" She called out as she ran through the front door and into the cool evening air. Cristina was already on her bike. "Cristina, please talk to me," she called as she ran up to her friend, who was quickly fastening her helmet and preparing to take off.

"I have nothing to say to you," Cristina told her as she stuck her key into the ignition and turned her vehicle on.

"I'm sorry."

Her words caused Cristina to pause, her hand poised on the gear shift as she turned to meet Meredith eyes. But where Meredith expected anger and resentment she found...pain. "What are you sorry for, Meredith?"

"What do you mean?" Meredith asked cautiously.

"It's a simple question. You said you were sorry. Why?"

Meredith sighed. "I'm sorry I didn't tell you. I didn't know how. And I'm sorry I let you run around and ask everyone. And to be perfectly honest, I'm sorry I beat you."

Cristina sat, still and silent, for several seconds before she reached her hand away from the gear shift and turned off the ignition. "I don't want you to be sorry you beat me, Meredith," she scoffed. "I want to know why you didn't tell me. Did you know the whole time?" She asked, her tone much less harsh than before.

Meredith shook her head. "No. I didn't even know the results were available until you told me. And I was hiding from Derek's family, so I went and got them from the Chief."

Cristina snorted at Meredith's open admittance to hiding. "So, why didn't you tell me then?"

Meredith took a breath and shrugged her shoulders. "Honestly, I don't know. I freaked out for a while. And then Derek called me and I had to meet him and then go have dinner with his family..." she trailed off and shook her head.

"I bet you told him right away, though," Cristina said, not bothering to hide the contempt in her voice.

Meredith quickly shook her head. "No, I didn't tell him until today. We had a...thing during and after the first dinner with his family. So, I was kind of distracted for a while. Then we were away from the hospital and I just forgot. It really wasn't until today that I thought about it again. I swear."

Cristina nodded, accepting her explanation. "What kind of thing?"

"I, uh, a thing," Meredith answered. "A thing where we sort of talked and then went to bed and the next day was freaking torture to get through."

Cristina raised an eyebrow. "A fight?"

"No," she shook her head as her mind wandered back a few nights. "Not a fight. We didn't fight, or argue or anything. We just..." Meredith sighed. "I guess sometimes things can take you by surprise."

Cristina narrowed her eyes and swung her leg back over the bike, making it perfectly clear she was sticking around for an explanation. "McDreamy didn't go all weird that his family is in town and demand you act different or anything, did he?"

Meredith smiled and shook her head. "No." He would never ask me to do that "He...fine," she responded at Cristina's expectant gaze. "Can we at least sit down?" She motioned towards the front steps to her building, the ones she had flown down only a few minutes prior. Cristina nodded and followed her over, collapsing onto the second step and leaning against the railing as Meredith set herself down heavily on the third. She shifted and hunched over, resting her chin on her hands.

"You realize you're sworn to secrecy when I tell you this, right?"

Cristina nodded and waved her hand, dismissing Meredith's caution.

Meredith smiled. One thing she had never had to worry about was anything she told Cristina reaching outside ears. "Derek gave up Chief."

"What?"

Meredith sighed. "On the day of your...uh..."

"Non-wedding," Cristina supplied, rolling her eyes at Meredith's hesitation to say it.

"Right, on the day of your non-wedding, when the Chief was supposed to announce Chief Resident and Chief of Surgery, and we all thought he decided to stay...well, turns out he picked Derek. Offered him the job. And Derek turned him down."

"What? Why?"

"I guess a few weeks before, after my whole drowning thing, the Chief told Derek he wouldn't give him Chief because he wouldn't have time for me, and our relationship wouldn't last."

Cristina scowled. "That's stupid. Did he do the same thing to Burke?"

Meredith shook her head. "No, apparently it wasn't Derek he was trying to protect. It was me." She shook her head again, this time in anger at the man who seemed to have appointed himself her surrogate father crossing the line. "He told Derek he promised my mother he would watch out for me, before she died."

Cristina blinked, knowing the added stress Meredith felt with the Chief and his history with her mother. Meredith hadn't discussed it with anyone other than Cristina and Derek. "That sucks."

Meredith nodded. "Yeah, and it's completely absurd that she would have asked him to promise anyway. It's not like the woman ever thought to look out for me herself when she was alive and well," Meredith rolled her eyes as she cut off her own rant. "Anyway, it really got Derek thinking and freaking out, and I had just practically died a few weeks before..."

"So, then why did he pick Derek?"

Meredith shook her head. "I don't know. Maybe he didn't have a choice? Maybe the board chose him over Webber's objections? I really have no idea. But I do know that it got Derek thinking and by the time he was offered the job he claimed he didn't want it anymore. Too much paperwork and too many hours." She sighed. "Of course, I didn't know about any of this until three nights ago when his mother asked about it."

"What's his excuse for not telling you?"

"Well, it was right before he came to the church, and then you know what happened there. I practically spent the entire night with you, and then work the next day with the accident to keep us overnight, and then we went to Hawaii... He says he stopped thinking about it. I believe him."

"Were you mad when you found out?"

The question was simple, but her answer wasn't. "Not mad, exactly. More...frustrated. I hate that the Chief thinks he has a right to do things like that. And I hate that Derek let it affect him. I don't..." she trailed off and sighed. "I don't want him to regret giving up his dream for me, you know? A few years down the road he could turn around and tell himself he hates the way his life is going and resent me for it. And I won't have the power to prove otherwise."

Cristina seemed momentarily taken aback. "Well, if the Chief offered him the position anyway, then it's not your fault. He could have had both, but didn't go for it. If he regrets it, it's on him."

"He says he's happy with his choice," Meredith added. "Says he hates the paperwork, that department head is more than enough already. And I hate myself for being happy with his freaking decision. Because he's totally right. We barely see each other as it is. If he was Chief, I'd never see him. And being happy about it makes me selfish. And that makes me a horrible person. And if he wakes up in a few years and regrets this, I won't be able to make him happy." She let out an exasperated breath and buried her face in her hands.

Cristina listened quietly as Meredith ranted and paused to consider her response. "Okay, I'm going to tell you two things. One; stop whining about it. It's done. He made the decision and turned down the offer. There's nothing you can do to go back and change that. And two; he's not going to change his mind."

"What?" Meredith asked, looking up quickly as Cristina's last words caught her by surprise.

Cristina rolled her eyes, but behind her scowl were the hints of a smile. "Look, McDreamy is totally absorbed in his little Meredith world. The man loves you, Meredith. It's painfully obvious; disgusting really. Everyone can see it."

"But-"

"He's happy, Meredith." Christina used her best no-nonsense voice, one she had likely perfected on her interns. And, although she wasn't exactly the best at dealing with said interns, she knew exactly how to deal with Meredith, and exactly what Meredith needed to hear.

"Oh."

"Yeah."

Meredith sighed as she allowed a small smile to flutter to her lips. "Me too," she whispered, causing her best friend to roll her eyes.

"Let me correct myself. It's disgustingly obvious to everyone that you two are both pathetically in love with each other."

Meredith laughed. "We're not that bad."

Cristina tilted her head back and forth as she considered. "No, I suppose not. But you know who is? The freaking roommates you left me stranded with. They're bad enough at home, just imagine what they'll be like at the hospital when they go full blown."

Meredith laughed Cristina's, hopefully, exaggerated tale of George and Izzy's relationship. And then something clicked in her mind and she smiled. "You said home."

"What?"

"You called it home. Even when you were living with Burke, you called it his place, or your apartment. But you never called it home."

Cristina scoffed. "It never was home."

"But now..."

Cristina made a large show of rolling her eyes and expertly avoided Meredith's gaze for several moments. "Fine," she said as she glanced back. "I guess the freaking youth hostel you stranded me in is starting to feel like home."

Meredith smiled at her small victory. As guilty as she had felt for moving in with Derek and being happy when her best friend was shattered and struggling just to put the pieces back together and keep moving, she had done something right. Cristina had gotten a home out of the deal. That even made her feel better about letting Cristina listen to her rant about her issues. Derek was amazing, but there was something special about being able to talk to her best friend that made Meredith feel better; it was like they shared a unique understanding, a different perspective of the world. Derek had told her there may always be a little part of her that he didn't understand. Maybe that was the part that Cristina did, even if she didn't get a lot about Meredith that Derek did.

"You said years," Cristina's sudden accusation pulled her from her thoughts.

"What?"

"When you said you were worried about McDreamy regretting his decision, you said years."

Meredith nodded. "Yeah."

Cristina narrowed her eyes. "Seriously?"

Meredith nodded again, unable to hide the happy smile filtering through her expression.

"Have you actually talked about it?" She asked carefully.

"Yeah, we have. Which was huge and scary for me, but we did it. We spent hours talking one day. Hours. Talked about everything that's happened between us. And then everything was better." Meredith felt good opening up about her and Derek's recent steps. After Burke had left, she had stopped talking about her relationship when she was around her best friend as much as she could, in an attempt to do whatever she could to not hurt Cristina. But, if Cristina was making the initiative to talk, that hopefully meant she was moving on.

"Burke and I never talked," Cristina said. "I avoided. He forced the issue. I tried to stop it, or at least slow it down. And then he would make it happen anyway. He went to the Chief and told him about our relationship. He threatened to walk away if I didn't move in with him. He agreed to get married in city hall, and then invited our mothers out to plan a church wedding."

Meredith felt a small intake of air as she struggled to hide her surprise. She and Cristina had never talked about Burke so in depth, before or after he left. She had no idea what to say, but Cristina surprised her again by continuing.

"I guess Burke did me a favour by walking away." She shrugged. "We were too different, and we wanted different things. I can't imagine what would have happened if we were married and he suddenly decided he wanted kids." She shook her head. "Anyway, I've been thinking about it a lot lately, and I really don't think a relationship should be like that. I didn't realize at the time, but he was holding all of the cards. And I thought I was happy, but right now I feel...relieved."

Meredith nodded, absorbing the information. "So, maybe it was a good thing."

Cristina nodded. "I'm really starting to see it that way, and not just in the bitter sense."

"Okay." There was nothing else Meredith could add.

"So, are you going to marry him?" Cristina asked openly.

Meredith surprised even herself when she didn't hesitate to nod. "Yeah. One day. Not now, though. I'm not ready. But one day."

Cristina nodded. "Good."

Meredith smiled as they lapsed into comfortable silence, the tension between them gone. Cristina looked uncharacteristically relaxed and maybe even content. They were slowly falling back into their normal rolls as best friends. Meredith no longer felt like bringing up her happiness in her strengthening relationship as something that had to be blacklisted.

"Do you want to come up and meet everyone?" Meredith asked quietly. It was late and starting to get a little colder. She was thankful she hadn't had a chance to remove her coat before racing out of her apartment.

Cristina scoffed. "Sorry, Mer, but you have to deal with the in-laws on your own. I've wasted plenty of my own life on the whole in-law front. Never again."

Meredith laughed. "They're not that bad, though you probably sent them reeling and now they think I have crazy friends and their opinions of me have dropped. So, thanks for undoing all my hard work."

Cristina rolled her eyes at her person's sarcasm. "Whatever. I'm sure McDreamy is talking you up." She sighed and stood, signalling the conversation was coming to a close as she made her way over to her bike. She was half way there when she stopped and turned back to face Meredith. "Why did you say you were sorry you beat me?"

Another complicated question.

"Are you really sorry? Cause that's stupid, unless it's a guilt thing, which makes it really stupid."

Meredith sighed. "I am sorry. And I'll admit that some of it's guilt. I can't imagine what you went through that week, and you deserved number one. You studied for months before. Everyone expected you to get it." Meredith told her, deciding honesty was best. "But apart from that...I guess I didn't want it."

"First of all, you had a tough week too, if you beat me, it was deserved. Second of all, why wouldn't you want it?" Cristina asked, as if not striving for number one at all times was simply unheard of.

"I hate that every time I do anything, I'm compared to my mother. If I do something bad, I'm a disappointment. And if I do something good, something like this, people think I'm living up to my mother's reputation. As soon as the hospital knows, everyone's going to be all 'ah, the young Grey is living up to her heritage' or whatever other crap is floating around their minds. I wish I could just live in a world where no one knew who Ellis Grey was."

"Normally I'd argue with you and tell you I would have killed to have Ellis Grey as my mother, and while that still may be true, I think I have a new perspective on the whole affiliation thing. Hahn hates me for a relationship I had with another surgeon. She thinks Burke carried me here. And when we were together and everyone knew, I felt this constant pressure to be extra good to prove I was good without him. I never realized that's how you felt about your mother."

Meredith smiled and nodded, silently accepting the silent apology. "Yeah. It sucks."

"And I have a chance now to prove otherwise. You'll never get that chance, will you?"

Meredith shook her head. "No." She shrugged. "Unless I moved away and changed my name," she smiled jokingly. "What do you think would go well with Meredith? How about Meredith Green? Then I at least still stick with the colour thing."

Cristina snorted. "Too generic. You want to stand out so people will remember good surgeries."

"Okay," she thought for a moment. "Meredith Graham?"

Cristina shook her head. "I was think more Meredith Flynn."

"Flynn?"

"Yeah. Its short and easy to remember. And different without being stupid."

Meredith laughed and shook her head. Only Cristina would actually think about the type of name a surgeon should have.

Cristina sighed. "If it's any consolation, I'm pretty sure the whole hospital knows what a bitch your mother was and gets that everything you've accomplished has been on your own. I don't think this will fall under the 'following her mother's footsteps' part of most people's minds. Well, maybe the Chief, but no one else."

"Thanks. That does help. And the Chief thing is something I just have no control over, as much as I just want to scream at him sometimes."

"I know." Cristina nodded and made to turn around before she caught herself. "Oh, and Meredith? If someone had to beat me, I'm glad it was you. Anyone else I'd have to hunt down."

Meredith laughed and waved as Cristina shoved her helmet onto her head and sped off on her bike. She stood outside for several minutes, thinking, before she headed back inside. The conversation had been surprisingly cleansing for several reasons. It was okay that she was first. It was okay that Derek had given up Chief. Cristina was doing well. And, most importantly, Meredith had fallen in love with a wonderful man. There had never been the kind of pressure there had been in Cristina's relationship. And just like Cristina, Meredith wouldn't have known enough to recognize it if it had been her. She was lucky.

000

Meredith turned the knob to re-enter her apartment, pausing only to take a breath before pushing open the door. She almost laughed as she realized she was expecting everyone to be in the same position as when she left, staring accusingly at her, demanding to know what had happened. Instead, she found a quiet, comfortable scene. The Shepherd family plus Mark were seated on the couches, talking animatedly about one thing or another. Natalie and Mark were sharing the loveseat, and across from them Carol was seated on the couch with Anna stretched out beside her, leaning her back against the arm rest. Derek was stationed on the floor, leaning against the outer wall of the apartment.

"Sorry about that," Meredith spoke to everyone as she made her way around the couch and collapsed onto the floor beside Derek, leaning against the wall as well, her shoulder gently meeting his.

"Apparently we are in need of more furniture," Derek commented with a wry smile as his hand found hers as if on its own accord and he weaved their fingers together. His expression told her the conversation had definitely crossed paths with the furniture issue at least once.

Meredith smiled. "Yeah," she agreed with a small laugh at the realization that he had been sitting on the floor talking to his comfortably seated family throughout her conversation with her friend.

"How's Cristina?" He questioned gently.

"Good," Meredith answered, her gaze leaving his to swipe across those of the four other people in the room. "I really am sorry about that. But she really needed to talk, and she's my best friend..."

"It's not a problem, dear," Carol said lightly. "It's good to be there for friends. Derek tells us that her fiancé left last month?"

Meredith nodded, and squeezed his hand when she felt Derek tense beside her. It was okay that he had told them. He had to have said something to explain. "Yeah. He left. It wasn't good."

"No, it must have been horrible for her. She's lucky to have a friend like you, especially after all the loss you have suffered as well."

Meredith felt her heart jump at Carol's words. "Loss..."

"Mer, I-" Derek began, but Mark cut him off.

"Sorry, Grey. My bad. I let it slip about Susan."

Meredith nodded. "That's okay, Mark." This time she squeezed Derek's hand for support. He didn't hesitate to squeeze back.

"Congratulations," Anna offered suddenly. "On the score on the exam. That's really awesome, especially at such a high scoring hospital. You should feel proud."

Meredith smiled. "Thanks, I think I do."

"Well, you should. And congratulations," Natalie added, echoing Carol and Mark.

Meredith thanked them all quietly and blushed under the sudden onslaught of attention. Derek laughed when she averted her eyes and he dropped her hand to wrap his arm loosely around her waist.

"I love you," he whispered as he leaned closer and placed a kiss on the side of her head, right by her ear.

Although Meredith usually hated these kinds of displays, especially in front of his family, she smiled happily decided that right now, she just. Didn't. Care. She was happy. And she was in love. And Derek was amazing. And that was all the mattered.

"I love you, too," she whispered quietly as she leaned her head against his shoulder and settled her weight more against him then the wall behind them, her hand finding his. And she sat there, a calm washing over her as she watched the conversation take part among the family before her. A family she was becoming more and more confident she would one day be a part of. Other than the occasional comments, she was quite content to allow herself to sit comfortably with Derek as he interacted with them. It was a wonderful feeling to be accepted. Her own family had never accepted her this much, and yet, already she felt okay being herself right now. Derek laughed beside her, his arms tightening as he held onto her while his body shook with amusement. And when the chuckles died down he squeezed her hand and kissed her head. The process repeated itself several times, in several variations until Meredith was surprised to feel Derek shaking her gently.

She blinked and glanced over to meet his eyes, realizing she had fallen asleep at some point. He smiled and kissed her lips, chaste and quick, but loving. "We're finally getting rid of them. You can sleep in the bed and not the floor now," he joked.

Meredith laughed, and a quick glance at her watch told her it was well after midnight. And even though they both had to get up the next morning and head in to work, she wouldn't take the evening back for anything. She was sure it was one of those firsts that she would want to remember one day.

Taking Derek's outstretched hand, Meredith allowed herself to be pulled onto her feet. She smiled as Derek said goodbye to his family. They were leaving before he got off work the next day, so this would be the last time he would see them.

"Goodbye, big brother," Anna said as she hugged him tightly. Then she surprised Meredith by releasing Derek to stride over to Meredith, who only had a moment to process the outstretched arms before she suddenly found herself in a hug. "Bye, Meredith. It was really nice to meet you."

"Oh, uh, you too," Meredith responded as quickly as her brain could process the novel situation.

Anna released her, but Natalie was next in line. Meredith had a slightly easier time adjusting this time. "Bye," she told Natalie.

"Bye," Natalie responded. She pulled her arms away, but remained close. "Make sure my brother is good to you. If he's not, just call me. I have tons of blackmail stories."

Meredith laughed. "Okay, I'll keep that in mind." Derek rolled his eyes as he hugged his sister and muttered something to her.

"Goodbye, dear," Carol spoke as she too pulled Meredith into a hug.

"Goodbye." Meredith cautiously patted the older woman's back as she received what she could only refer to as a motherly embrace. It was new, but it was welcome and warm, and wonderful.

Carol pulled away, but left her hands fleetingly on Meredith's shoulders, although the motion was anything but uncomfortable. "I'm very glad to have met you, Meredith," she said, meeting Meredith's eyes evenly. "And I want to thank you for making my son as happy as you do. I haven't seen him this way in many years."

Meredith gulped. "Oh, I...thank-you, but he makes me happy too."

Carol nodded and released her. "I'm glad."

"Night, Grey," Mark called, giving her a quick, friendly, but awkward, half hug, as if feeling the need to do something to say goodbye with all the hugging going on, but was uncomfortable touching her with Derek watching. "And thanks for convincing Derek to invite me."

"It wasn't-"

"It was all you, and you know it," he said quickly. "So, seriously, thank-you."

Meredith nodded, overcome by the sheer emotion in the plastic surgeon's eyes. He was getting his family back. And she was getting a family. She smiled as an understanding passed between them.

"Bye guys," Derek called with a wave as he stood beside Meredith and wrapped an arm around her. "Thanks for coming out here."

"We had better see you two soon, Derek," Carol spoke, her eyes narrowed.

"I'm sure you will, mom."

"Good." And with that she followed her daughters and surrogate son into the hall and pulled the door closed behind her.

Derek let out a sigh as the apartment went still and quiet. He turned and wrapped his second arms around Meredith, pulling her into a tight hug. "I think that went well," he whispered after several moments.

Meredith smiled as she pulled back far enough to meet his eyes, her fingers playing in the wisps of hair at the back of his neck. "That definitely went well."

"I told you they weren't that bad," he said with a smile.

"They hugged me," she commented. "I've never been hugged before. Not like that. And definitely not by family."

"They like you."

"I like them."

She couldn't have brought a bigger smile to his face if she had tried. "Good," he spoke through his grin.

"Yeah," she practically breathed as she gazed up into his blue eyes.

"What?" Derek asked lightly, his chin thrusting forward to emphasize his question.

"I'm just realizing how lucky I am," she told him evenly. "Cristina and I talked about some things and I never realized exactly what was going on with her and Burke. And I've never had to deal with that. So, I'm lucky." She smiled.

He quirked an eyebrow and leaned in, his mouth only millimetres away from hers. "Want to know exactly how lucky?"

She breathed through a laugh. "Oh, I already know." She licked her lips, practically tasting his hot breath.

"Maybe I should remind you anyway, just to be sure."

"I don't want you to go out of your way..." she joked.

"Oh, it's my job," he said. "It's what I'm here for."

"Well, if that's the case..." she trailed off as she closed the gap between them and pushed her lips up against his.

000

An hour later, Meredith lay in his arms. Exhausted. Naked. And more comfortable than she could ever remember having been. All of the lights were off, so there was nothing to add to the faint glow of light from the moon shining down through the unusually clear sky. She breathed in happily and snuggled closer to Derek's chest. He tightened his arms around her and she felt his lips against the back on her head.

"We have to get up in a few hours," Meredith spoke after several minutes. His breathing was relatively shallow, so she knew he was still awake.

Derek shifted to turn his head around to glance at the alarm clock on his night table. He groaned and returned to his original position and buried his face in her hair. "We should just call in sick," he muttered.

She laughed quietly. "We can't. It'll be too obvious if it's both of us. Plus, when Mark shows up and lets it slip that we were perfectly healthy, and stayed up late tonight..." she trailed off to let Derek finish the thought.

Derek groaned again. "Right. He's never been good with secrets." He paused. "I really am sorry he let it slip about Susan."

"It's not your fault," she answered quietly.

"I should have been more on top of things. It never occurred to me to tell him not to say anything. And then when he started talking...I couldn't stop him right away."

"Derek, it really is okay. It's not a bad thing that they know. How much did he say? Do they know about Thatcher?"

"No," he spoke quickly. "He said the exam was the same day as Susan's funeral. And they were confused when he said she was your step-mom. So, he explained she had died a month after your mother." He hesitated. "And he almost told them about your accident."

Meredith froze. "Almost?"

He sighed behind her and the strong hands resting along her middle were suddenly closing in on her fingers. "They know something happened the day your mother died, but not what."

"Okay," she whispered, not knowing what else to say. She had been okay talking a bit about her mother. And she was okay knowing they knew about Susan. But she wasn't ready to open up about what had happened that horrible day. Only Derek knew what went on between her and the water, and she intended to keep it that way.

"I'm sorry," he said again.

"It's okay. As long as they don't know, it's okay. I just can't handle them knowing right now. Maybe one day, but definitely not now. I just...I liked them. And I'm okay talking about some things, but not this. Not now. I-"

"Mer," he spoke gently, effectively cutting her off. "It's fine. We don't need to tell them ever if you don't want to. I don't even think I could handle it now."

Meredith paused and then turned in his arms to face him, her face scrunched up in confusion and concern. "Are you okay?"

He smiled reassuringly at her. "Yeah. You're okay, so I'm okay."

"But you're all tense and upset."

He shook his head gently. "Not upset, just..." He sighed. "Mark almost told them, like really almost told them. And I had to cut in to stop him, so they were all expecting me to explain, which I didn't, but they knew something had happened and I kept remembering everything that happened that day."

She felt tears spring to her eyes. "Derek. I'm so sorry..."

He smiled at her and reached a hand up to tenderly wipe a tear off her face. "Stop being sorry. We've talked about it, and I'm okay. Everything worked out fine. You're here and you're perfect." He sighed. "I guess I just didn't realize how much of an effect that day had on me. I think I still have some unresolved emotions, but I'm working through them." His pained eyes were moist, but not overflowing and his arms were keeping her close to him, but he didn't feel tense anymore. She knew he was telling the truth. "I'm just so glad you're here right now," he whispered with a watery smile.

"I hate seeing you in pain, Derek. What can I do to fix it?"

He smiled and carefully shook his head. "You're already doing everything. I think I just need time." He hugged her close.

"I'm not going anywhere."

"I know." And he really did know.

"How horrible was it?"

He sighed, his eyes flickering as they replayed the events. "Horrible."

"Charge again!" Derek cried, long having lost count of the number of shocks he had administered. "Clear!" He paused, his eyes expertly following the leads across the monitor. No change. "Damnit! Charge again!" Still no change. "Come on," pleaded, his fingers finding the carotid artery on Ellis Grey's neck, hopeful she was alive and well and the flat line was simply a product of malfunctioning leads and wires that just happened to occur at the same time. "Come on, damnit. I'm not losing you. Not today. Charge again!" He demanded.

He was aware of the nurses glancing at each other, but they did what he told them. It wasn't a secret to anyone in the hospital right now what he was going through. Everyone had heard about Meredith's mishap at the ferry site, and anyone with any medical training at all knew that her odds were extremely low after this long. So, if it took an excessive amount of 'extraordinary measure' for Derek Shepherd to give up and call time of death on his girlfriend's mother while his girlfriend lay dying in the ER downstairs, then the nurses would allow it.

"Clear!" Still nothing; not even a blip on the monitor. He let out a frustrated sob as the fear he had been suppressing came bubbling up at full force. He wasn't going to get her back. "No. Not today! Charge again!"

"Dr. Shepherd," the most senior nurse in the room spoke gently. "It's been nearly an hour."

He shook his head, refusing to give in to the hopelessness and stream of tears that threatened to fall as soon as he stopped. "No. She's not going to die. Not today. I won't... She's not going to die. Now, charge again!"

The nurse nodded to her co-worker, who initiated the charge

"Clear!" He set the paddles down expertly on her chest, exactly where they should be to be the most effective. The charge was perfectly calibrated with the level of epinephrine he had ordered administered only minutes ago. Everything was textbook, perfect, exactly what was necessary for a code blue patient to come back. But Ellis Grey wasn't going to come back. No matter what he did, no matter how hard or how long he tried, there was nothing Derek could. He had failed her. And he had failed her daughter.

He paused, chest heaving with exertion and repressed emotion as he stared at the heart monitor, hoping for a miracle. He let out a tortured gasp and shook his head, his hands going numb as he dropped the paddles, which fell one after another, clanging on the floor, sending an array of ominous echoes around the small room. "Turn off the monitor," he whispered.

The nurse nodded and silence overtook the room. The only sound Derek could hear was his own laboured breathing. He stared unseeingly at the lifeless body for several moments before lifting his watery eyes towards the clock. Barely able to see through his blurry tears, it was all he could to mumble a time of death before he was staggering backwards, his body getting lower with every wobbly step his feet made before his back finally met the wall and he collapsed into a pile of pain, anguish, fear. Complete and utter hopelessness. He had failed. He couldn't save either one of them.

Derek didn't know how long he sat there, numb and unresponsive to the world around him, his eyes glassy and overflowing with tears he didn't know he was crying at they slid down his cheeks. The floor nurses worked quietly around him, packing up the equipment and covering the body. He didn't even realize how slowly they were completing their tasks as an excuse to keep a worried eye on the grieving surgeon.

"Dr. Shepherd," he heard a worried voice and felt a gentle hand on his shoulder. He forced his eyes to focus. "Dr. Shepherd, is there anything I can do?" It took him several seconds to process the question and he met the eyes of the sympathetic nurse whose name he would usually know.

"I couldn't save her," he whispered, his voice raw.

"You did everything you could. There was nothing else you could do."

He shook his head, very lightly. "I failed her."He was losing focus.

"No, you didn't. You did nothing wrong. There was nothing anyone could have done."

"I failed her," he barely managed to repeat before the interactive world fell away and he became a simple, abstract viewer as he observed everything through numbed senses and blurry eyes. The nurse had continued to try to get him to talk to her, but he couldn't make himself aware again. It hurt too much. Eventually she gave up and left him on the floor. In his situation there was only one thing anyone could say to make any of his life better. And there wasn't much of a chance of that happening.

Derek lost track of time as he floated, his mind numb on an overload of pain. Time ceased to exist. Happiness, hope and the future ceased to exist. The only things he knew were pain, hopelessness and the solidity of the floor and the wall holding him up. Footsteps came into the room several times, but he never looked up. And even though a few wisps of conversation entered his limited conscious, but he couldn't make sense of them.

"Is Dr. Shepherd okay?"

"No. No one would be okay right now."

"What can we do?"

"Pray."

"Any word of Dr. Grey? The other Dr. Grey, I mean?"

"No change last time I checked."

Heavy sighs.

"That poor man."

Derek knew he should be feeling something at their comments, but he had no idea what. His pain saturated mind could only produce one question. How?

How had things come to this?

How had he lost so much so fast?

How had this happened?

How had he failed her?

How could he possibly live like this? How could he possibly live without her?

How had this happened? Everything had been fine. They had been happy the previous morning, enjoying some time together in bed when the phone had rung. And they had been fine the evening before when he had apologized for yelling at her and they had discussed the criticism given by the dead woman laying only feet away from Derek now. And even that morning things hadn't been that bad. Things were tense, but they were both alive; they were both breathing. There had been hope for improvement. And now...

There was nothing.

How had this happened?

Derek was overcome as a wave of new, harsh, unchecked emotion rolled over him, crushing him against the floor until he couldn't breathe. It felt like his rib cage was collapsing as he shuddered to expand his lungs. A fresh batch of tears began their way down his cheeks, following the path laid by the many before them.

"Oh, God..." he sobbed. "Mer..." An even stronger wave hit and he could swear he didn't breathe for over a minute. The pain was excruciating. He had failed her. He had promised her he would always be there. And he hadn't been there when she needed him the most. He had wasted so much time without her. He had put her through so much pain. And now he had lost her because he wasn't good enough. He had failed her

The pain began to branch out and take separate forms; loss, guilt, longing, love.

"I'm sorry," he whispered. "I'm so sorry, Mer..."

Another wave hit and he almost cried out as the pain became too much.

"I love you so much..."

The strongest wave yet hit and suddenly it was too much. He gave in and let it crush him down, the external world disappearing around him as his mind and body became once again numb to everything. He couldn't handle the pain anymore. He needed to just stop feeling.

"Derek!" He heard the vaguely familiar voice call his name several times before he finally consolidated enough strength to force his dead, glassy eyes towards the face in front of him.

He blinked several times as Miranda Bailey came into focus. He opened his mouth, but there were no words ready to escape. He knew what she was here to do. He swallowed, dreading the soon to be worse memory of his life.

"Derek," she scoffed. "Let's get you off the floor."

He tried to shake his head, tried to tell her to just leave him on the floor to the waves, but he couldn't coordinate his body in time. And suddenly there were two sets of hands pulling him up.

Once he was standing, albeit wobbly and still leaning against the wall, his eyes landed on Richard's solemn form. He barely even noticed Miranda's fingers searching out a pulse on his neck.

"Your pulse is weak," she chastised. "What do you think you were doing?"

He blinked. Low pulse meant something...shock. "I-," he swallowed.

Her expression turned sympathetic as she shook her head. "I'm sorry, Derek. We didn't know how to find you until a nurse came down and found us."

"We tried to page you," Richard added.

Derek breathed, his mind lagging behind the comments as he recognized the last phrase and his hand went to his waist line on his own. There was nothing there. But there was a reason for that, if only he could remember... "My pager got wet," he mumbled, suddenly remembering Bailey forcing him to go and change earlierHe had stripped out of his wet scrubs and tossed the water logged pager and cell into the laundry bag with them.

He met Richard's sad eyes, suddenly realizing that his old mentor had also lost the woman he loved today.Also Derek's fault. "I'm sorry," he whispered, glancing at the still form under the sheet across from him. "I tried everything. I couldn't get her back." Simple sentences were becoming easier to produce. His mind was coming out of the fog.

"It wasn't your fault, Derek," Richard reassured him. "The floor nurses said you did everything by the book. Don't blame yourself."

Derek shook his head, a few small tears welling in his eyes. "I failed her," he barely managed to utter as his throat tightened. He had promised...

"You didn't fail anyone, Derek. You were a hero today."

"I couldn't save her."

Richard sighed. "No one could have. But you saved Meredith, Derek. And if we could only save one, she was the right one."

Derek blinked, his heart thudding as he shook his head. "I...Meredith...I...what?"

"Didn't someone tell you?" Bailey exclaimed. "Derek, I'm so sorry. We thought you had been told. Meredith's alive."

His heart had jumped at her words and his chest heaved as his hand came up to his mouth in a fist. "She's...alive?"

Bailey nodded. "Yes. She's alive because of you, Derek. It took a hell of a lot, but we got her heart beating again. We got her breathing on her own."

He breathed, his chest still heaving as he absorbed her words. A small light was beginning to ward off the mass of pain and darkness. "But she..."

"It took a long time, but we never gave up, and neither did she."

He squeezed his eyes tightly shut and he fought not to collapse again. He felt a hand reach out and squeeze his free one, the one not currently balled into a fist and stuffed against his teeth. "She's alive," he repeated, getting used to the words.

"Yes."

And reality began to set in. She had been down for a long time. And a heart beat and spontaneous breathing were nothing without...

"She's awake," Bailey continued. "And she's been asking for you."

He opened his eyes, the tears still obstructing his view, but not so much that he couldn't tell Miranda and Richard were both crying as well. "She's awake?"

"Yes. She woke up, and was talking. She followed a conversation with Cristina for a while before falling asleep. She's going to be tired for a while, Derek, but she's going to be just fine. And that's because of you."

He let out a breath of relief, and for the first time that day, tears of happiness and hope rolled down his cheeks. "She's awake," he repeated quietly to himself. "She's awake."

"Why don't we get you cleaned up so that you can see her?" Bailey asked gently.

He nodded. "Yeah. Yeah, I need to see her." He released his fist from his teeth and wiped his face with his hand. He breathed. "I can't believe she's awake."

"It was a miracle," Bailey agreed. "But she was a fighter. We wouldn't have gotten her back otherwise."

He savoured her words, hoping he had been way off base about his assumptions regarding the accident. "I just..." He shook his head, suddenly not caring who he was speaking to. "I just love her so much. If she didn't... if she... died... I just don't know what I would do. I can't..." I can't live without her.

"I know, Derek," she told him supportively. "I know. But you don't have to find out. She's okay."

"Yeah," she spoke quietly. "I need to see her."

Bailey smiled at him. "I'm sure you do. I'll take you to her."

He had sniffed and allowed Bailey to lead him to the bathroom where he had splashed his face with cold water and dried off, effectively ridding himself of hours of dried tears. Then she had taken him to the room where she lay asleep, her small frame all the tinier in the hospital bed. She was pale now, but not blue like the last time he had seen her. Bailey had patted him on the back and left him at the door. He had remained there, mesmerized by her even breathing, but hadn't entered until she had woken up. And after a short conversation, she had grown tired, her eyelids drooping, so he had smiled his best McDreamy smile, helped her to roll over to her side, and had kicked off his shoes and crawled into bed beside her. And with his arm wrapped securely over her torso and the overwhelming feeling of her lungs expanding within his arms, Derek fell asleep.

AN: So, I decided that I need to start at the beginning and read the whole story to make sure everything is accounted for, and in doing so fixed a surprising number of typos and changed some wordings and took the AN out of the middle of that one chapter... Anyway, I am in the process of re-uploading every chapter with an, hopefully, error free version.