Title: Rewind

Author: Poliwonk

Rating: T

Plot: An AU fic. What would Meredith's life be like had Richard divorced Adele all those years ago and married Ellis?

Disclaimer: I'm not Shonda Rhimes, I don't own these characters, I just like to take them out and play with them sometimes, so please don't sue me. Oh and reviews are nice- they make me happy.

Chapter: Ain't No Sunshine

Meredith awoke the next morning with a start, the previous night coming back to her in a slow drip, like an IV. The party, the bar, the guy, the kiss, the…Meredith rolled over to see the sleeping form of the very handsome Derek Shepherd next to her and realized she had made a big mistake.

Very quietly Meredith grabbed the blanket from off top of the bed and scoured the floor for her clothing. But before she could get very far…

"Hey, you weren't thinking on running out on me by any chance were you?"

"Look, Derek-"

"So you were planning on leaving." He sat up and smiled that brilliant smile again. His hair was untidy and the light stubble on his face gave him an overall charmingly roughish appearance. Meredith heart skipped a beat and she nearly jumped back into bed. But she gathered all the will power she possessed and stood in front of the bed wrapped in his blanket.

"Derek, as nice great night was-"

"So last night was great?" He smiled broadly.

"Would you please stop that?"

"Stop what?"

"Stop being charming!"

"I can't help it."

"Derek, this isn't going to work."

"Why not?"

"You really need me to tell you?"

"It would be helpful" He edged himself over side of the bed and grabbed on his boxers. She breath hitched for a moment when she saw him standing there for the moment it took him to pull them on. He noticed her staring. "You were saying something" He looked at her with his warm blue eyes and she again took a moment to regain her composure.

"Yes. There's a lot of reasons why this can't happen. You're an attending, I'm an intern. My dad used to be your mentor. And you just got out of an 11 year marriage. There are a lot of reasons."

He walked towards her, and she felt her knees wobble a bit.

"Fine."

"Really?"

"Yeah."

"So we can try and just be friends than?"

"Yeah, friends." He was so close now that there was less that an inch between them. They stood there for what seemed like an eternity just looking each other in the eyes, she almost wished he would kiss her.

"Alright, I should go."

"Meredith?"

"What?"

"I think you might need this." He bent down and picked up a pair of lacy black panties and handed them to her. She blushed and shuffled over, still in wrapped in the blanket, towards the tiny trailer bathroom. She walked in leaving the door open a crack so that Derek could hand her the rest of her clothing.

"So Meredith, how exactly where you planning on getting home this morning without your car?"

"I hadn't really thought that far in advance."

Finally dressed she walked out of the bathroom, Derek had dressed himself as well.

"Will you allow me, as your friend of course, to drive you home."

"That would be great, thanks."

The car ride back to her house was at first filled with awkward silences and small talk as they attempted to find some easy middle ground between the previous evening's activities and this morning's agreement to remain "just friends". Eventually though the easy conversation, with the slight edge of flirtation, from the previous night returned. And by the time they reached her house they were laughing as he told her story about when his niece had forced him to dress up and take her out trick-or-treating dressed as a clown. Meredith got out of the car and closed the door, she leaned through the window.

"I'll see you at work then."

"Yeah see you there." He smiled and seemed to want to kiss her, but instead she walked up towards the house, she glanced back to find him watching her. Quickly she turned the lock and slipped inside, she felt like she was 18 again, slipping back home after staying out too late.

A/N: Thanks for the reviews everyone. I'm glad to see you all like it so much. For those of you who haven't read it yet, please go read my other story Hallelujah- it's a post season 2 story. As for this one, yes I have Meredith and Derek deciding to be jut friends, but we saw how well that worked out on the show. Have faith and you shall be rewarded.