Summary: After a night out, Derek ends up in her apartment, slightly intoxicated and ready to confess.

The silence in her room was deafening, counting out the sound from the dripping faucet from the bathroom across the hall. The sheets were too warm against her body and the moon was shining brighter than usual through the cracks of the drawn curtains.

Meredith had been trying to sleep for hours, but nothing seemed to be working and it didn't get better when her lovely neighbors thought that it was a good idea to begin their usual humping session, the crude moans and the dull thuds of the headboard keeping her awake. And slightly disgusted.

So, she gave up and pulled the sheets back. The wooden floors felt cold against the soles of her feet as she swung them down from the bed, forcing her exhausted body to make the small trip to the kitchen. She pulled out a cup from the cupboard, ready to warm some milk when she heard the sounds of something scratching against her front door. Meredith froze, hands in the air as she perked her ears up to listen for any more sounds, and then…

Thud.

Somebody was definitely at her door and judging by the time, it had to be an intruder of some sort. She didn't live in the best neighborhood. The thud sounded against the door again and she felt her eyebrows pull together in a small frown, making her way over to the hallway; Ready to yell at whoever was stroking and jabbing at the floor so rudely at two in the morning.

She peeked through the peephole, trying to ignore the thudding of her heart as the man on the other side of the door tilted his head up, revealing himself to her. Meredith let out a breath she didn't realize she was holding in, shaking her head at herself from assuming the worst before unlocking her door, swinging it open.

"Derek? What are you doing here?" She asked in a slight whisper, careful not to talk too loudly just in case the next door neighbors had decided that their little session could continue some other time.

The man in question shot her a smile, one that would usually make her respond with one of her own. But she were too distracted by his eyes, taking in how glassy they looked under the fluorescent lights of the hallway. He was drunk, she could spot it from a mile away.

"I woke you up," He frowned, smile dropping from his face as he looked around as if to inspect his surroundings. She rolled her eyes, ushering him inside and closing the door behind the two of them. "I was trying to let myself in without waking you up. Didn't work."

He brought his hand up and the glimmering of his keys caught her attention. Meredith almost laughed out when she realized that he'd been trying to unlock the door with his car keys.

"That's because those are not the right keys, dummy." She said it with no malice in her voice, a gentle smile spreading over her lips as she watched him frown adorably, setting the keys down on the small table in the hallway. "Come on, let's get you into bed."

As they both entered her bedroom, she suddenly stopped in her tracks to take his appearance in. He had told her about his plans for tonight, about how he was gonna have a drink with some old friends. He'd been messaging her throughout the night, the texts stopping around midnight and she'd only assumed that he had gone to bed.

He looked amazing though, dressed in some dark pants that clung to his thighs in all the right ways, showing them off deliciously. The blue, buttoned up shirt he was wearing was slightly wrinkled - from the night's antics, she assumed - and he had the two top buttons undone, showing off just a silver of his chest. The chest that haunted her dreams more often than she'd like to admit.

It was embarrassing, how infatuated she was. How with just a smile, he could make her do anything. They'd been friends for years, but her feelings for him never vanished and it was starting to ruin her life in many ways.

"Why did you come here?" Meredith asked, everything to stop her mind from wandering too far. "And who dropped you off?"

Derek whirled around from where he was standing close to the bed, eyebrows scrunched together like he was trying to sort out his mind. Meredith almost laughed at the sheer irony of it, because her mind was jumbled and she weren't even drunk.

"A cab…" He trailed off. "I came here because I have something to ask you."

"What is it?" She asked with a sigh, suddenly feeling exhausted.

All Meredith wanted was a glass of warm milk, anything to soothe her mind enough to put herself to sleep. Instead, she stood by the doorway and watched as Derek pulled out two oranges and an apple out of his expensive-looking messenger bag.

"Don't," She shook her head, withholding a giggle as she brought a hand up to dig her fingers into her eyes. "I've seen you juggle before."

"You have?" Asked Derek, sounding disappointed.

"Yes, like hundreds of times," She said. "You always juggle."

"Oh," He pauses, looking so thoughtful that it almost made her laugh. "Well, that's not what I'm doing."

The apples and oranges drop to the floor with dull thuds and bounce under the bed. Meredith watch with bated breath as Derek digs deep into his leather bag, producing a banana.

"Will you open this for me?" He asks, handing her the banana and she takes a few steps forward to reach him, grabbing it without question.

"You came all this way to ask me to open a banana for you?" She pinch the tip of it, peeling it before handing it to him. "Why do you have so many fruits in your bag?"

He sits on the foot of the bed, eyes traveling up to meet hers and she curse herself as she feels the familiar pinch in the pit of her stomach. He was just looking at her, for God's sake, and here she was acting like a teenaged girl who just got asked out by her crush.

"The guys dared me to steal some from the bar." He replied.

Meredith watched as he ate the banana, helping him out of his shoes and forcing him to drink a glass of water before putting him to bed. It took a while, but an hour into the night and they were both in her bed, lying side by side as Derek hummed on a familiar tune.

"Hey, Mer?" He murmured quietly, voice almost too loud in the silent room.

She tilted her head to the side, trying not to recoil when she found him already staring at her. It was unnerving whenever he had his eyes on her, because it looked like he was reading whatever was going through her mind. Derek was always good at reading her like an open book, and it was a blessing and a curse depending on the situation.

"I like your smile." He whispered, the corners of his lips pulling up as his eyes roamed over her face. She couldn't help but blush at his forwardness, thankful of the darkness of the room.

"Oh yeah?"

"Mmm," He hummed, burrowing his head further into the pillows."The skin by your eyes… They crinkle at the corners, it's endearing."

Meredith couldn't help but smile then, ignoring the thundering in her chest as her heart picked up speed. For a second, she were worried that he'd hear it from where he was laying.

"And your giggle," He gave you a boyish grin. "Sets me on fire."

She giggled, reaching out a hand to slap his arm. He let out a laugh of his own, eyes never leaving her as she rolled her eyes playfully, covering her face with her hands.

"You're talking out of your arse." She laughed, pulling the sheets up under her chin. Anything to distract her from the heat overtaking your face. "Go to sleep, Der."

He huffs but he does as she says, pulling the sheets up over his chest and turning around to lay on his side, facing her. It didn't take him long to flutter his eyes shut, a small smile playing on his lips as he drifted off.

"Love you, Mer."

It was a small whisper, but she heard it nonetheless.

A/N. Don't forget to review guys ;)