A/N - Here's the second part of the huge chapter I was working on. It's pretty much it's own chapter now though. Anyway, this is my favorite chapter. It's got the scene that gave me the idea for this story in it. So...hopefully you guys will enjoy it as well. All comments are appreciated!


Meredith was almost glad to be on-call. It was easy, busy, perfectly distracting. She didn't need to think about anything because there was always an excuse ready and waiting for her. A patient's IV fell out, someone in the ICU needed to be checked on, a nurse had a question. She was exhausted, but that was easy to ignore. She was an intern, she knew how to keep dragging her feet just a little bit further. Besides, feeling exhausted wasn't so bad. It was better then feeling broken and guilty. Meredith decided she would take the aching tired pain in her feet any day over the raw throbbing she usually felt in her heart.

But eventually, there was nothing left to do. Her patients were all sleeping, medicine lulling them into forgetfulness and rest. The night nurses had what little was left to do under control. Meredith fought the urge to just curl up in a ball in the middle of the hallway, and forced herself to walk a few more feet into an empty on-call room. She collapsed gratefully onto the bed, moaning a little as she lifted her legs in the air and let their soreness drain away. But after a few minutes of laying there, she still hadn't fallen into that thick rush of unconsciousness that was the on-call intern's sleep. She felt surprisingly awake, dangerously on the verge of going back to thinking about things. Meredith fumbled around in the pocket of her scrubs until her fingers grasped her phone. She pulled it out, thinking she could at least distract herself by calling home. Check on Izzie. Be a good friend. Try and do something right. Only, the little red light on her phone was blinking, flashing on and off threateningly at her.

Meredith sighed and flipped her phone open. She had a missed call from Finn, only one this time, and a message. Realizing she probably wouldn't get around to being a good friend after all, she dialed her voicemail. Finn's voice sounded a little scratchy over the recording, but it was friendly as always pressed against her ear.

"Hey Meredith…I guess you're still at work. Look, I wanted to say I'm sorry about how things ended this morning. I know it's probably painful for you to talk about Derek…it's always painful to talk about the past. But thanks for telling me, it means a lot to me that you did. Oh, and I still have Doc's body here. I know you mentioned burying him, so let me know about that. Well…I guess call me back if you have the chance. I hope they don't work you too hard tonight."

"Great…" muttered Meredith. "Fucking great…" Her fingers were itching to press delete, to get rid of the recorded kindness she knew she didn't deserve. But instead, she pressed replay and forced herself to listen to the message again. Finn's concern, his blindness to what she was doing to him left her with a bitter feeling in the pit of her stomach. She played the message five times, pushing the phone almost violently against her ear, until a tear slid from the corner of her eye and she gave in and pressed delete. But even with the message gone, the phone was still a heavy weight in her hand. Grudgingly she flipped it open again, blinking back tears as she dialed Finn's number. As the phone rang, she tried to decide what she would say. That she didn't deserve his plans? That she really hadn't been that honest with him? That she still loved Derek? Maybe he wouldn't pick up at all, then she could be absolved of some of her guilt without really having to do anything.

"Hello?"

"Hey Finn, it's me," stammered Meredith. "Did I wake you up? I'm sorry."

"No, of course not. I was still up." His voice was groggy and sleep heavy, and Meredith knew he was probably lying. Still, it was a sweet little lie. A lot better then her specialty.

"I just wanted to call you back," she said softly. "I'm sorry about this morning…I'm apparently really bad at the whole honest discussion thing."

"It's alright. I didn't need a full blown dissertation on your past, I just wanted a few answers. And you gave me them." He sounded cheerful, almost teasing, and Meredith shook her head at the phone. She didn't understand how he could possibly consider their earlier conversation to be any sort of acceptable explanation.

"Finn…" She hesitated, wishing that she could just go ahead and break up with him. She was supposed to be good at destructive behavior, it should be easy to rip something as stable and safe as Finn out of her life. "I think we should…" Meredith rolled over onto her stomach, glaring down at the pillow. She could hear his breathing through the phone, soft and reassuring in her ear, and she wished bitterly that it was enough for her. "Talk about Doc," she finished lamely, hating the taste of the words in her mouth when there was so much else she knew she should say.

"Okay," he agreed. "You still want to bury him?"

"Yeah," breathed Meredith, her mind swarming with memories of Doc's death and Derek's hands. "Doc's dead," she said flatly, knowing that was a stupid obvious thing to say, but she'd been halfway to saying she loved Derek and had caught herself just in time.

"Yeah, I know Meredith. I know you must miss him."

"I do…umm," she hesitated, wanting to steer clear of anything that would cause him to send more undeserved sympathy her way. "Can you hold onto the body for a little while longer? I need to talk to Derek about it." That seemed to work. He was silent for a moment before answering.

"Of course." Finn's voice wasn't quite as concerned as it had been, and Meredith realized that, despite being sweet and understanding and almost perfect, he still wasn't all that fond of Derek Shepherd.

"Doc was his dog too," said Meredith softly. "We shared him…" She paused for a second before whispering "I should let you get some sleep" and hung up the phone before he had a chance to reply.

-----

Addison hadn't planned on still being at the hospital in the middle of the night. But there had been an emergency delivery, and she'd asked Derek to wait for her. Had to really since they'd took just one car to work, which Addison knew was a stupid thing for surgeons to do, but she'd been hoping that the silent enclosed space of the car would inspire them to talk. It hadn't, but now she was ready to go home, and she couldn't help but hope that the second car ride would accomplish what the first one hadn't. She walked over to the nurse's station, putting away the chart she'd been flipping through, and turning back around just in time to catch sight of her husband walking down the hall. "Derek, can we…" she called out to him impulsively, not sure what she wanted to say. But he didn't seem to hear her, just pushed open the door to one of the on call rooms and let the door slam shut behind him. "Go home," Addison finished softly, the words dying on her lips. He had looked so tired, walking down the hall with his shoulders hunched. She knew he'd probably just let her drive home. He'd lay back in the seat and close his eyes, saying that they'd talk later. That he was too tired to talk. Addison sighed in frustration as she walked towards the door. They always promised to talk later, but that didn't mean anything, because they never actually did. Addison knew they were great at the postponing, delaying and flat out ignoring of their problems. They weren't so hot at the actual talking.

She couldn't help but hesitate in front of the closed door, steeling herself to go on in. She tried to picture how she would open the door and sit down next to Derek without seeming too accusing. How maybe if she asked just right, he would finally talk to her. He'd lean back and look at her, apologizing as he gave her a perfectly logical explanation for why he'd been so strange the past few days. He'd take her hand in his and promise that his odd silence and frequent absence had nothing to do with Meredith. It was her, Addison, who he was trying to make things work with, not Meredith.

Addison smiled wryly, knowing the likelihood of that happening was pretty much zero. Her hand hovered over the door knob, as she reminded herself she would go in there and try anyway because that was what she and Derek did. It was either try or give up, and she didn't know how to give up. And if it failed, well, at least they could still go home and get some sleep. But before Addison could open the door, she felt the familiar buzzing of her pager shaking against her hip. "Dammit," she whispered, pulling her hand away from the doorknob to grab the pager. Halfway to walking away, Addison turned back to memorize the room number. #4714 As she jogged down the hall to answer the page, she promised herself she'd come back as soon as she'd finished. Derek could sleep for a little while, but she'd come back before her sudden burst of relationship bravery vanished. She'd come back and they would finally talk.

-----

Meredith heard the door open, but she couldn't see who it was. She had her arm pressed over her eyes, blocking out the light that she hadn't bothered to turn off. Slowly she shifted her arm off her face and opened an eye, squinting to focus in the sudden brightness on the figure leaning against the door. Tall, dark haired…she didn't need two guesses to know who it was. "Derek?" she mumbled, sitting up and rubbing her eyes. "Did I miss a page?" She fumbled for her pager, suddenly afraid that she had fallen asleep without noticing it. "Am I supposed to be somewhere?"

"No, no you're fine Meredith," he soothed, walking over to sit down in the plastic folding chair that rested opposite the bed. Meredith frowned, her confusion melting away to relief and quickly turning into annoyance.

"Then why are you here?" she asked accusingly. "How did you know where to find me?"

"Christina told me."

"Christina told you?" Meredith laughed a little, more out of shock then anything else. "You actually risked speaking to her and she actually answered you…nonviolently?"

"Yeah," answered Derek, sounding rather surprised himself. "She didn't seem happy to see me, but…" His voice trailed off, and he looked down at the floor.

"Yeah, well…she knows. How did you expect her to react? You're not exactly popular with my friends," said Meredith quietly.

"I know." He sighed and looked back up at Meredith. His eyes appeared almost painfully blue in the harsh light of the on-call room, and Meredith could see the exhaustion written into his face. "Can't we talk though Mer? About why we did what we…"

"Derek," said Meredith quickly, cutting him off. A burning chorus of IloveyouIloveyouIloveyou was starting to build up inside her mind, and she knew if she let him keep talking she'd end up blurting it out. Meredith had absolutely no desire to let him know how she felt, not after what had happened the last time she told Derek Shepherd she loved him. She didn't want to take the risk of finding out that, once again, her love wasn't enough. "I don't know what you want me to say," she said softly. "I don't know what there is to say."

"You talked to Christina," he countered, hurt seeping around the edges of his voice.

"That's different," blurted Meredith. "She's my friend."

"I'm your friend too."

"No…you and me." Meredith snorted derisively and gestured between the two of them. "We don't know how to be friends. We'll never be friends."

"What…you just want to pretend it never happened?" he asked quietly. Meredith shrugged and stared intently at the bottom of her shoe. "I can't do that Meredith," he said desperately. "It kills me not to be with you…won't you please just talk to me?" Meredith looked back up, pushing her long bangs out of her eyes. Derek was leaning forward, watching her intently. She almost nodded, but forced herself to ask a final question.

"Have you talked to Addison?" The words made her mouth feel numb because she was sure she knew what the answer would be.

"Not yet, but Mer I…"

"See, nothing to talk about!" snapped Meredith, scooting angrily back on the bed away from him. He ran a hand through his hair in frustration.

"Have you talked to Finn?" he countered. Meredith glared at him, almost amazed at how easily she shifted from understanding to anger, from love to hate.

"Derek, don't you even try to put that on the same level," she said, her voice rising rapidly. "Finn does not equal Addison. A guy I've gone out with a few times is not the same thing as your wife. The woman you've been married to for eleven fucking years!" Derek opened his mouth to speak, but she raised her hand to silence him. "Dammit Derek, it's not the same thing. Okay? It's just not the same thing!" Meredith sunk back against the wall, her entire body shaking.

"Okay," he agreed quietly. "They're not the same thing." Meredith nodded her head.

"They're not…" Her voice was quiet, his agreement suddenly draining away all her anger and leaving only the familiar thick layer of guilt. Meredith sniffled, fighting back a wave of tears. "They're not the same thing, but that doesn't make mine any less horrible. I'm still a bad person. No…I'm a horrible person." She paused, gulping for air as tears started to trickle down her cheeks.

"Meredith," whispered Derek, and she shook her head fiercely, knowing what his reply would be before he even spoke. "You're not a horrible person."

"I am," she said stubbornly, turning away from him to face the corner of the room. "I'm a miserable, cheating, dirty mistress and that equals a horrible person. Now go away, and let me hate myself in peace!" She heard the chair scrape against the tile of the floor as Derek stood up.

"You're not horrible," he repeated, his voice somehow both firm and gentle. "Besides, whatever you are, I'm sure to be worse," he added ruefully.

"Why are we like this?" whispered Meredith, still avoiding his eyes. "Why do we have to be so good at the pain and the hurting?"

"I don't know," said Derek quietly, moving to sit down beside her on the bed.

"Don't…" whimpered Meredith as she felt the bed shift under his weight. She could feel the hard edge of his pager pressing against her hip and the phantom tingling all along her leg from the closeness of their not-quite-touching thighs. She stared purposely straight ahead, trying to pretend that tears weren't rolling down her cheeks and leaving telltale spots on her scrubs. She tried to focus only on breathing, and ignore the way her anger and frustration and sadness were all suddenly swirling away and leaving her breathless just because Derek was so near to her. But then he reached out and cupped her face gently with his hands, fingers pausing to brush away a damp strand of her hair. Meredith couldn't bring herself to fight the movement of his wrists as they turned her face towards him. She blinked rapidly, feeling fresh tears spill from her eyes followed by the familiar pressure of Derek's thumbs as he wiped them away. He didn't say anything, just looked at her intently, his eyes both burning and serious. Their faces were so close together that they could barely see anything besides each other's eyes, and they sat there silently, forcing themselves to drown in their mirrored wells of longing and guilt and grief.

Meredith kept telling herself to look away, but she felt as if she would die if she did. And so she stayed there, falling and drowning into his eyes, feeling miserable and wretched and completely unable to look away. There was something in Derek's eyes that told her he wasn't doing this to toy with her, that he was in as much pain as she was, that he was still holding her face this close to his because to let go, to pull away, was unthinkable. So it wasn't really that much of a surprise when Meredith felt his lips pressed against hers. She wasn't sure if she had leaned into him, or if he had pulled her towards him, but she supposed that didn't actually make much of a difference. All that really mattered was that their mouths were melting together in desperate, hungry kisses, the sort of kisses that screamed of need. Kisses that Meredith knew would leave her lips swollen and throbbing because their teeth were clinking almost violently together. They didn't bother to pull away for air, but breathed against each other's lips, gasping at flesh instead of oxygen. Derek had already pulled her hair out of its ponytail, fingers tangling up in the sudden downward tumble of long blonde hair as she blinked away the last of her tears, letting them fall down to evaporate between the two of them.

Meredith was finding it harder and harder to form coherent thoughts because Derek's hands had moved downward, slipping beneath the thin fabric of her shirt, and the brush of his hand skimming over her stomach made her mind go numb. She knew that this was nothing like a fairytale, that they were so far from perfect it hurt. But he had pushed away her bra and untied her scrubs, and his fingers moved so confidently, slipped and curled and thrust so precisely inside of her that she was forced to remember that his hands could save lives. And even though that was common knowledge, the thought thrilled her and sent her reeling forward, gasping against his chest.

She wasn't sure when her last thread of resistance broke. She was starting to think there was no such thing as resistance where Derek was concerned, because her body screamed at her until she wrapped her legs around him, her nails tracing red lines down his back and over his arms as he lifted her to pin her between him and the wall. His body was a warm and needy pressure against hers, and he kissed her with his eyes wide open. Kissed her, and touched her, and held her in a way that was so desperate and urgent that the sharp stinging guilt of cheating was turned into something vague and dull. Filling its place was a moment of stolen ecstasy, brutally brief and fragile, when…for a little while, they looked each other in the eyes and managed to forget the world.

-----

Addison rode the elevator back up to the fourth floor, a cup of coffee grasped firmly in each hand. One for her, one for her husband. She'd gotten his favorite, from the tiny little shop down the street. She'd been shocked to find it still open, but it had been, and she'd bought two great steaming cups. She walked slowly down the wide hall, past the nurse's station, scanning around for room #4714. Just as she caught sight of it, the door swung open. Addison smiled, instinctively lifting the cup of coffee she'd bought for Derek. But her smile faltered when she realized it wasn't Derek who walked out of the door. It was a slender, little blonde. A slender blonde with flushed cheeks and the all too familiar face of Meredith Grey. Meredith was running a hand over her messy hair, trying to smooth it into a ponytail while she anxiously straightened her scrubs with her other hand. Addison stared at her in shock until Meredith looked up and saw her. She stopped dead in her tracks, a horrified expression crossing her face. And then she simply turned around and scurried quickly down the hall.

Addison walked over to the empty nurse's station, sinking down into a chair behind the counter. Her mind was reeling but she couldn't tear her eyes from the door. For a moment it stayed shut, and Addison almost let herself breathe a sigh of relief. Almost let herself dive back beneath the sweet veil of coincidences and denial and excuses. But the door opened again, and she couldn't. Addison felt the coffee fall from her hands, but she didn't care. The thought at the back of her mind, the vague suspicion that she hardly ever let herself consider, was suddenly thrust undeniably forward. She didn't have to consider possibilities, she didn't have to think about it. She just knew. Her husband was sleeping with Meredith Grey. It was a heavy feeling in the pit of her stomach, and as she watched him disappear down the hall, she knew it was true.