As she hurriedly entered the little café, she scanned the room and spotted him immediately. She could tell that he'd seen her come in, because his face lit up immediately and he stood up beside their table.

"Hi, I'm sorry I'm late. Fridays! I got stuck discharging a bunch of patients that I hadn't planned..."

They hugged, and he kissed the side of her neck before sexily whispering, "I've had all this time to think about what I'd like to do after dinner." He flashed a lopsided grin and gazed into her eyes. "You look amazing tonight, Meredith."

"Thanks." She pushed the chair next to him a little closer, draped her coat across the back of the chair, and they both sat down.

"I ordered you a glass of wine." He pointed to the table, "And I asked the waiter to bring us that spinach dish that you love so much…what's the matter?" He put his arm around her shoulders and drew her closer. "What happened to you today?"

"I don't want to talk about it," she stammered, upset that she looked as stricken as she felt.

"Are you sure?" He gently rubbed her shoulders with the hand resting there.

"Yeah, I'm sure." She was thankful that he seemed willing to let it go, but knew that she'd have to tell him eventually. "I'm starving. How long ago did you order?"

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She thought about him as they ate, this man who had worked his way into her life. She was in awe of his handsome features, his charm, and the way she felt when she was near him. At a time in her life when she'd been going through so much change—so much heartache, they met and he'd transformed her life.

Justin's features were totally unlike Derek's. He was fair skinned, with blondish-red hair that he kept short and neatly trimmed. He had a smattering of freckles that she guessed were darker when he was young. He was fairly muscular, around six feet tall, and wore wire-rimmed glasses that were both sexy and professional-looking. Her Justin. He looked the all-American boy. And she absolutely adored him.

They'd met at a black-tie fundraiser benefiting the national Alzheimer's Association's Seattle chapter. He was there as one of the handful representing Boeing, and they'd presented a check to the association for a half million dollars. She'd dragged Christina and Burke along with her, afraid to go alone. And, halfway through the evening, she'd met Justin. He introduced himself as she stood at the bar, and they quickly struck up a conversation. He was emotionally available, he was nurturing, and he adamantly denied being married. He was the anti-Derek. And it was a great start. They'd begun dating, seeing each other several times before spending the night.

They'd quickly opened up to each other, each learning the other's life story and each expressing their most intimate thoughts and feelings. He came from Illinois, had an emotionally close-knit family, had one brother and one sister, and his parents were still together after 35 years of marriage. Eventually, she'd revealed all of her truths, all of her most ugly secrets. And, he hadn't blinked an eye. He'd actually reassured her and told her then how much he loved her. He knew all about Derek. He knew how much she'd been hurting after she learned about his wife. He knew that she'd been walking Doc with him in the mornings. He knew the mesmerizing force that Derek was in her life. He even knew that, a month after he'd begun dating her, she'd kissed Derek. And still loved her.

He noticed the far-off look and gazed up at her momentarily. One glance at her plate revealed that she'd only eaten a few bites and been aimlessly pushing the rest around with her fork.

"Want me to get us some boxes? We can finish the date at home?" He gently set his fork down, dabbing his mouth with the napkin pulled from his lap.

"Sure," she said absently.

He flagged the waiter, handing him his credit card and asking if they could pack up the food remaining on the two plates. In a matter of minutes, he was helping her into her coat, grabbing the boxes, and guiding her toward the door of the restaurant. His car was parked at his nearby office, so they left it there and took her car home.

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The drive home was a quiet one—unusual for the two of them. Meredith stared off into space, deep in thought. And Justin watched her carefully from the corner of his eye.

"Meredith. Can I talk to you for a minute?" Derek had just rounded the corner, coming out of the OR. She'd been caught. She'd hoped to avoid him today—the one-year anniversary of the day that they'd met at Joe's.

"Uh, sure. Can you wait just one second?" She finished writing the post-op orders in her last patient's chart, and handed it to the waiting nurse. "Okay, do you want to go somewhere more private?"

"Come with me," he grinned. He grabbed her hand and led her down the hall, eagerly. As they passed the nearest on-call room, he pulled her into the room and locked the door behind them.

"Derek—"

"Meredith, I told you that I'd wait for you. And I have. And I'll wait as long as it takes for you to come to your senses. But I want you to know that I love you..."

"Derek—"

"—No, hear me out. I tried to fight it. When Addison came to Seattle. I tried to deny the feelings that I had for you, just like you're denying your feelings for me now. After a while, denying them left me dead inside. Cold." He stopped, taking a deep breath, continuing, his voice ragged with emotion. "I love you, Meredith. I will never stop loving you. I mean that, with all my heart." He took a small black velvet-covered box out of the pocket of his lab coat, and began to get down on one knee. "Meredith Grey…Doctor Meredith Grey, will you marry me? Will you make me the happiest, luckiest man on this earth and be my wife?"

"Oh Derek," she sobbed, unlocking the door and bolting from the room. She ran to the stairwell as fast as she could, pausing to gasp for air once she got through its door. She took off down the stairs, and found the first exit, running outside into the dark, cold rain.

She sat down on the nearest bench, pulling her knees to her chest, sobbing so forcefully that her head hurt. How could he do this to her? He knew that she was in love with Justin. Sure, she was in love with him. But her love for Derek was something that she'd been trying to forget. Hadn't happened yet, but she knew that someday it'd go away. It had to. He'd continued to flirt with her at the hospital, holding on to hope. But she'd kept him at arm's length. She'd even backed off on the "friendly" dog walks after he'd initially professed his love for her. How was this happening now? Is this what it had been like for him when Addison was around—the horrible knowledge that any decision you make will potentially ruin someone you love?

"Meredith! Meredith we're home." Her senses sharpened, and she realized that Justin was shaking her shoulder, concern for her evident in his expression. "Are you okay, honey?"

"Yeah. Uh. We're home. Great." She smiled weakly at him as she unbuckled her seatbelt, eyes brimming with tears.

He got out of the car, grabbing the boxed leftovers and coming to the passenger side. He opened her door and helped her out, carefully putting his arm around her shoulders as they walked together toward her house. As they got into the house, he told her that he was going to put the leftovers in the refrigerator and that he'd meet her in her room. She nodded blankly and began up the stairs.

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He entered her room and found her lying on top of the bed, curled in the fetal position, sobs shaking her small frame.

"What's the matter? Mere. Honey…" He whispered as he laid down next to her and pulled her close, "Shhhh." He stroked her hair, tenderly. Tipping her chin, he brought her face up to his. Her face was red, tears continuing to stream down her cheeks.

"Today," she sobbed, "out of the blue," she continued, "Derek proposed to me."