It was close to midnight and Meredith was still up. She had been home all evening with the kids and was unable to sleep even after putting them down. Ellis was determined to stay up no matter what her mother did to put her to sleep. When she was finally successful, she made her way into the dark kitchen to place her bottle in the sink.

"Couldn't sleep?"

"OH!" Meredith jumped.

She wasn't expecting her mother-in-law to be wide awake at this hour. She had spent her day with Amelia and made her way back to the house pretty late. She expected her to be fast asleep by now.

"Carolyn, you scared me. I thought you were asleep, did I wake you?"

"I couldn't sleep, so I came to enjoy this... gorgeous view you have here," Carolyn gestured to the window overlooking Seattle, "I hoped to tire myself out or doze off."

She was sitting on the living room couch facing the deck.

"All of it was Derek's idea. He designed the whole house with that view in mind,"

Meredith smiled.

Her eyes made their way to the windows and then back to the couch.

"Do you mind if I join you for a bit?" Meredith gestured towards the empty space across from Carolyn.

"Of course, it's your home."

Meredith grinned and placed her left leg under her right as she sat on the couch. They sat in silence for a moment appreciating the twinkling lights in the distance.

"Derek?" Carolyn broke the silence

"He's at the hospital, he's on call tonight."

Carolyn smiled as she looked into the distance, "I remember when he told me he was going to medical school, I thought he was just trying to one-up Nancy at the time."

Meredith giggled,"That sounds like him."

She could imagine a young competitive Derek trying to outdo his older sister and prove he was better. That competitiveness never died out.

Carolyn joined in the laughter as she continued, "And then when he said he had chosen neurosurgery as his specialty, I knew it was because of his father. And his friend from high school. Never did I think he'd do everything he has."

Meredith listened attentively as her husband's mother opened up. With time, her relationship with Carolyn had seemed to ease out. Carolyn was respectful and never pushed her. She didn't force her to be a traditional daughter-in-law. She kept a cautious distance and was always there when her family needed her.

Carolyn continued, "And then he just became more and more ambitious and Addison was also ambitious, I didn't think they'd have kids. He was always good with his nieces and nephews.

Carolyn's gaze remained on the view across from her. She could picture a younger version of Derek sitting on the floor playing with his sister's children on Christmas morning.

"I would ask but he mentioned Addison wasn't ready. Then everything happened, they divorced and then he married you. Now he has three beautiful kids with you."

Meredith smiled as she pictured her own three children, "For a moment there it didn't seem possible."

Carolyn turned to her, "When the adoption fell through?"

Meredith nodded, "Even before that. I didn't know I wanted kids. Or that I wanted to marry. I was this rebellious, dark, and twisty person with no interest in any of this. I mean I broke up with Derek because the blueprints to this house scared me."

And because he kissed a scrub nurse the day before she admitted her feelings for him but that was besides the point.

She chuckled as she recalled the morning when Derek pulled the blueprints he had made for the house. She had finally admitted she wanted him and told him she didn't want him seeing anyone else. He hadn't told her about Rose- the scrub nurse he dated briefly- and she took it as another reason why she couldn't trust him. If she was honest then, she'd admit she was scared of the happy ever after part. Rose was the perfect excuse to pull away from him.

Carolyn's chuckle brought her back, "I remember! You said you were dark and cloudy when we met."

Meredith scratched her head as she laughed. She had tried to be peppy and happy to impress Carolyn.

"I was trying to impress you," she shrugged.

"Oh you did. You were very honest about who you were."

Carolyn looked around the room as if she was looking for a lost item, "I told Derek that night you were the one. You see things in grey and he sees things in-"

"Black and white," Meredith finished.

Her husband had a clear view of what was right and what was wrong. She tended to understand the gray area.

Meredith looked down at her hands. When Carolyn and Meredith had first met, Izzie had helped her pretend to be bright, shiny, and peppy. All things that were the opposite to what she was. She was cloudy, dark, and twisty.

"May I ask, why didn't you picture any of this?" Carolyn asked with curious eyes.

Meredith sighed, "I..uh..I didn't grow up like Derek. He has this big, loud family with parents and sisters he grew up with. I had secret sisters and a surgeon as a mother who...well she didn't really want me."

Meredith once begged Owen to understand this when Cristina had decided to have an abortion years ago. She understood the pain of knowing that she was the reason why her mother was miserable and was in the way of what she could have accomplished.

"I was in her way of what she really wanted out of life."

Ellis Grey wanted more. So much more. But Meredith was not part of that "more". She was a reminder of an unhappy broken marriage and the lost hope of being with the one man she loved. It was a burden that took Meredith years to understand. It was a burden she should have never had to carry.

She was also the reminder of a love she truly couldn't have.

Once Meredith had the love of her life, her children, and a thriving career, she understood why Ellis was in so much pain. She had failed to achieve any of that with Richard. Whereas Meredith had it and nearly lost it. She came to understand the pain and named her youngest after her mother. She saw it as a way to mend and bridge her current happiness with the sadness of her childhood.

As she listened, Carolyn was surprised. She knew family wasn't Meredith's favorite topic and that she did not have a great relationship with her father. She even knew that her relationship with her sisters was complicated, "That's…"

Meredith raised her eyebrow, "Not the most idyllic childhood is it?"

"I was just going to say, It must've been hard."

Meredith smiled.

The sound of a toddler whimpering came from a room from the hallway. Both heads turned around and waited. When the whimpering stopped, Meredith turned back and took a deep breath.

"It took me a long time to realize I really wanted kids - Derek's kids," Meredith admitted, "And now I can't even imagine my life without them."

Carolyn focused her eyes on a picture sitting on the desk across from the room.

Bailey was standing proudly holding a soccer trophy surrounded by his sisters and Derek squatting next to them. Meredith must've taken the picture the day Bailey and his soccer team had won a tournament. Next to it was another picture of Meredith standing with her girls in the hospital. Zola was proudly wearing a doctor's lab coat and Ellis was in Meredith's arms in a pretty pink dress. "God, she hates the color pink!", her son once told her.

On the shelves above rested several awards in the name of Dr. Derek Shepherd. All from grants and neurological awards that he had earned throughout his career. Carolyn knew her son was proud of the work he did and was absolutely one to brag. When he took the job to D.C., she knew that he was over the moon about reaching the highest pinnacle in his career. But, when he visited her without his children and his wife, she knew he had made the biggest mistake of his life. All those awards meant nothing without the people he truly loved. All of it meant nothing if he missed out on what she knew truly made him happy.

"They are everything, Derek. Your children. The love of your life. They are everything. Not a fancy job given to you by the president."

Above that shelf sat three Harper Avery Awards. Two in the name of Dr. Ellis Grey and in between them slightly pushed to the front, an award that had the name Dr. Meredith Grey engraved.

"Derek called me the day you were nominated for that award," Carolyn gestured to the shelf. Meredith turned to look at it and smiled, fondly remembering the day she was nominated.

Carolyn smiled, "He was so proud of you, 'Mom she's done it and she's going to win it. I just know she is!'"

Meredith laughed, "Yeah, he was more excited than I was that day."

As their laughter died down, a comfortable silence settled. Both women gazed out the window into the dark of the night.

"I didn't want kids."

Carolyn's comment prompted Meredith to snap her head to look at her. To her, Carolyn seemed like someone who was destined to be a mother. Someone who instinctively knew she wanted kids. That's why she had five.

"I was a navy nurse and I liked to travel. I liked helping people and I had also seen all these horrible things happen that I thought, what's the point?" Carolyn whispered. Her gaze never left the view in front of her.

Meredith gazed at her in wonder, "What changed your mind."

Carolyn chuckled, "Christopher."

Derek's father. She knew so little of him yet understood how much Derek, Amelia, and the entire Shepherd family adored him.

"We met. Fell in love. We married and it just seemed so right to want a little of him and a little of me." Carolyn recalled, "I wanted more and more and I gave birth to five of them."

Meredith leaned back as her eyes stayed on her mother-in-law. They had so much in common and yet they seemed so different.

"I didn't lose myself. I didn't change who I was, I just knew I could have it," Carolyn explained.

Meredith whispered, "I get that."

The elder woman smiled as she looked back at her.

"Am I ruining my children? Can I really stay who I am without ruining them?" asked Meredith. This was a question that constantly haunted her. She wanted it all. The career. The awards. The husband. The children. Derek. Zola. Bailey. Ellis. She needed it all. She needed to be extraordinary. For herself and her family. She understood there were sacrifices here and there but she still loved her family and made sure to come home to them every night while still saving her patients' lives.

Carolyn remained silent for a moment. She stared into her daughter in law's green eyes and then opened her mouth to respond, "You're not ruining them."

Meredith let out a breath before Carolyn continued, "Your girls- and your boy-are seeing a strong, intelligent, empowered woman who chases what she wants. Who let's herself want that."

Carolyn reached out to touch Meredith's hand, "I don't see how you could possibly ruin them."

Meredith's eyes glistened as she smiled.

"It's why I knew you were the right person for Derek," Carolyn continued, "You've seen enough to know there's no clear right and wrong. You know how to push for what you want."

Both women stayed on the couch for a moment longer before Carolyn stood up, "I'm going to go to bed. Don't stay up too late."

Carolyn gently squeezed Meredith's hand before making her way down the hall.

"Carolyn," Meredith called out.

She paused and turned back.

Meredith smiled, "Thank you."

Carolyn gently smiled before making her way back.

For now, this was enough. To know that her kids were happy and that her marriage was going well. To know that it was okay to want and to accept more. To know that she could still keep chasing her career goals and love her family and still be extraordinary.