A/N- Hello everyone! Okay, did everyone notice in episode 3, every time Alex and Addison see each other,
they totally check each other out! Cracking me up…those two have got to hook up this season. On with the story…

You Can't Always Get What You Want Chapter Three -
1993 -
"…thus presenting one of the greatest advances in neonatal surgery in the past fifteen years." A 22-year old Addison Montgomery finished her presentation to polite applause.

She closed her laptop with an efficient snap, a small smile on her face. She had done a good job, and knew it.

As she made her way back to her seat, a pair of eyes followed her closely.

"What a fox." Mark leaned over to his best friend and roommate Derek.

Derek shrugged noncommittally.

"Oh, come on? You don't think she's hot? Legs for days, a face to die for, and-"

"She's okay, I guess." Derek cut him off, feeling uncomfortable.

He and Addison had worked on a few group projects together, and he liked her. A lot. But he had noticed that anytime he let Mark know he liked someone, Mark took it as a challenge and slept with them. And he didn't think he could handle watching Addison do the walk of shame out of their apartment. She was better than that.

She should be with him, anyway.

"I'm going ask her out." Mark said with an air of a very important decision being made.

"You think she'd go for it?" Derek said, feigning indifference.

Mark gave him a devilish smile.

"Please."

--

three weeks later…

--

A thunderclap seemed to make the pavement shake under their feet as Derek and Addison hurried into his apartment.

Rain came down on them in sheets, and Derek held his jacket over her head as they hurriedly closed the door.

They looked at each other, soaked from the rain and both started laughing.

"Do I look that bad?" She giggled, pulling the hood of her NYU sweatshirt off her head.

"No. I like the drowned rat look."

"Oh, shut up, fro boy."

Derek self-consciously smoothed down his unruly mass of hair.

"Maybe a study break wasn't such a great idea." She grinned.

"Well, at least we got good food." Derek said, pulling out their soaked take-out containers.

"True." She sat on one of the barstools, pulling her knees up to her chest.

They ate in silence for a moment.

"So…you and Mark…" Derek looked up at her.

She rolled her eyes.

"God, no."

"Really?"

"We only went out once, and it was terrible. He didn't tell you?"

"Guys don't really talk about that stuff."

"Well, trust me. Your roommate is not the lothario he imagines himself to be."

Derek raised his eyebrows. She sighed, explaining further.

"How would you like it if I tried to feel you up before we even got to my car?"

"Turned on."

She laughed.

"Well, it didn't do it for me."

"That's too bad."

She took a bite of broccoli.

"Is it?" She suddenly asked.

"What?"

Inexplicably, Addison Montgomery, the most confident girl he'd ever known, was blushing.

"Never mind."

"What's wrong?"

"Nothing's wrong." She got up, throwing her take-out container in the trash.

Derek watched her, confused.

"I should probably get going." She said, putting her hands in her sweatshirt pocket.

"In this storm?" He looked out the window, just as it was rattled by another clap of thunder.

She looked at the ground, not answering

"Addison, seriously, did I do something?" He got up.

She looked up at him, her eyes red.

"No, Derek. That's the problem. You didn't do anything."

She pushed past him to leave.

"Addi, wait!"

She stopped, her back to him.

"What?" She asked quietly.

"I didn't want you to be with Mark. It would kill me to see you with him. Because you should be with me."

She finally did turn around, a small smile on her face.

"Derek…"

Without giving it any more thought, Derek crossed to her and did what they'd both been wanting for too long to remember. He took her face in his hands and kissed her.

Her hands went into his hair, tangling in its wet curls. He pulled her NYU sweatshirt over her head, as she unbuttoned his shirt. They moved closer, their bare skin wet from the rain.

The kiss broke, and they breathed in rhythm for a moment.

"I'm freezing." Addison whispered, as he trailed kisses down her neck and to her shoulder.

"I have a shower." Derek mumbled, his teeth brushing her skin and making her shiver with pleasure.

"A shower sounds nice." She smiled.

He kissed her again, and they made their way into the bathroom, clothing scattered on the floor.

--

"DEREK! You will not believe this…" Mark came in,
closing the door behind him.

He stopped when he saw clothing scattered across the floor. One article happened to be a red lacy bra.

"Niice." Mark said under his breath, wondering if he'd underestimated his roommate.

Just then, Derek stepped out of his bathroom in boxers and a t-shirt. He nearly jumped out of his skin when he saw Mark.

"M-Mark! You're home."

"Yeah, I do live here." Mark said, picking up the bra.

"Put that down."

"Why, Derek Shepherd, is there a GIRL here?" Mark grinned.

"Just…just put it down."

"This is a pretty sexy bra. I'm going to have to demand an explanation." Mark smiled wider.

Derek opened his mouth to speak, just as the bathroom door opened.

Addison walked out in one of Derek's t-shirts and sweatpants.

Mark looked at her for a moment. Then at Derek. Then back again.

"H-Hey, Mark." Addison said, her cheeks flushed.

"Well, hello." Mark said, finally dropping the bra.

"Look, Mark…"

"Oh, come on. Please don't try the "this isn't what it looks like" routine." Mark rolled his eyes.

"We were just taking a study break…." Addison said,
leaning against the wall.

"Well, remind me to join that study group," Mark laughed, "You know, Addi, when you blew me off because you had 'other things to do' I didn't think you meant my roommate."

Derek sighed.

"Come on, Addison, I'll give you a ride back."

She looked at him gratefully.

"Don't forget your bra!" Mark held it out to her.

Addison snatched it, glaring at him.

"Asshole."

"I do my best."

--

"Honey?" Addison Montgomery- Shepherd looked through the pantry, sounding irritated.

"Yeah?" Derek poked his head in.

"Do we have anything to eat?"

"I don't know, babe, you're the one looking in the pantry."

"Anything GOOD."

Derek sighed.

"Are you wanting me to go get you something?"

She looked at him, smiling.

"Would you?"

"Sure. What do you want?"

"Something greasy."

"Chinese?"

"Yeah."

"Okay. I'll be right back. I'll get some for me, we'll have dinner together."

She smiled, tears suddenly in her eyes.

"That sounds perfect."

"Addi…is everything okay?" Derek looked at her,
alarmed.

"Yeah. Everything's fine."

"I'll be right back."

"Just…just one more thing."

"What?" Derek turned around, shrugging his coat on.

"I'm pregnant."

Addison would never forget the look that crossed her husband's face. She had never seen him look so happy in her entire life.

"Seriously?" Derek crossed to her, taking her by the arms.

"Seriously. Just a few weeks along but…honey, we're finally going to have a baby." She said, happy tears sliding down her cheeks.

He hugged her tightly, then stepped back with his hand on her still-flat stomach. He shook his head.

"It's pretty sad that I'm a doctor and this still seems pretty amazing." He laughed.

"Derek, I deal with this every day and I still couldn't believe it." She smiled back.

He kissed her, holding her face in his hands.

"You're the best thing that's ever happened to me.
This…us….our family," Derek said softly, "…is the best thing that's ever happened to me."

--

Mark sat in the corner booth of the bar, sucking down his third Scotch.

He saw Derek walk in, shoulders slumped…completely defeated.

Derek didn't even look at him as he sat down across from him. Mark ordered him a drink.

"Do you want to talk?" Mark finally broached the silence.

Derek had both his elbows on the table, one hand in his hair, the other flat out in front of him.

"Come on, buddy, please tell me what happened."

Derek didn't say anything.

"Did you and Addison have a fight?"

There was a long silence. Finally-

"She lost the baby."

Derek's voice sounded dead, hollow.

"I'm so sorry." Mark said, stunned.

Derek just shook his head, finally looking up at Mark.
His eyes were red-rimmed and exhausted.

"She was farther along than most…most women who miscarry. It doesn't make any sense." Derek said, his voice expressionless.

"How is she?" Mark couldn't help asking.

"Awful. She won't even come out of our bedroom. She just told me, walked in the room, and closed the door."

"How are you?" Mark asked quietly.

Derek took a deep breath. His breath caught in his throat, and he put his head in his hands again.

"Fuck!" He cried, his shoulders starting to shake.

"Derek…"

"Everything was so perfect. We had everything ready for our girls. Their names, their nurseries…she even was working out her leave. It doesn't make any sense"
Derek pounded his fist down on the table.

"Sometimes, things like this…"

"Just happen? No! I don't accept that! I'm a doctor,
Mark, and I see cause-and-effect every day! She did everything right! This shouldn't have happened!"

"Derek, you, being a doctor, should know better than anyone that bad things happen to good people everyday."

Derek shook his head, suddenly angry.

"What the hell do you know about it anyway? You're a plastic surgeon. You don't know pain. Not like this.
You fix people's noses and tits, and call yourself their savior, but you're not! It's pathetic! Addison spends every day bringing babies into this world, and the one time she actually tries to have one herself,
she loses it? That's not fair! That's not right! This is so fucked up I can't even stand it."

Mark sighed, nonplussed by the insults. He knew what Derek and Addison thought of his career, and didn't care. Well, he didn't care what Derek thought, anyway.

"It's okay to be upset. But think about this way- you still have her. Addison. You still have the greatest,
smartest, sexiest wife a guy could ever have. She loves you. So much. And she needs you now, probably more than ever."

Derek finished the Scotch.

"I can't…I can't help her when I feel this empty."

He put down his drink, and got up, leaving a five dollar bill on the table.

"Where are you going?" Mark looked up at him,
confused.

"I need to be alone."

--

two months later…

--

Mark knocked on the front door of their brownstone.

Addison answered the door, in sweat pants and a black CGBG t-shirt.

She had just taken a shower, and looked unbelievably sexy.

Mark swallowed hard.

"Mark! This is a nice surprise!" She smiled, hugging him.

He felt the smell of her shampoo flood his nostrils.
Strawberry.

"Where's Derek?" He said, a light rain starting to fall on his Armani suitjacket.

She rolled her eyes.

"Where do you think? Here, come in, it's starting to rain." She led him in, closing the door behind him.

"At work? Now?"

"Believe me, this is nothing unusual."

"It's almost 10:30." Mark said, checking his watch.

"Derek comes home to sleep and shower. That's all"
She said coldly.

Then, as if realizing that was not a very appropriate topic to discuss with his best friend, she smiled,
laughing stiffly.

"Let's not talk about him." She said, walking into the living room and flopping down on the overstuffed couch.

"No, let's not." Mark said, joining her.

"So what brings you here?"

"Just wanted to see you guys."

"Well, I guess I'm all you're going to get." She said,
channel-surfing.

Mark looked over at her. She was in sweats, wearing no make-up, with messy hair, and he had never wanted a woman more in his life.

"So, how's life?" He asked her, as she poured herself another glass of wine.

"You want something to drink?" She dodged the question artfully.

"Yeah. Sure."

"We have everything."

"I'll just have what you're having."

She brought him another glass from the kitchen,
sitting down again.

"Life is…work. Everything's just work."

"What do you mean?"

She shook her head.

"How are you?" She asked, clearly not wanting to talk about it anymore.

"I'm good. I miss you. And Derek."

"I miss him so much." She swallowed another sip of wine, and Mark noticed that the wine bottle was nearly half-empty.

She had been at this for a while before he'd arrived.

"Addi…"

"No, I'm sorry, I'm being so depressing." She laughed,
looking at the TV.

"You can tell me how you feel. You know that."

"You're a good friend to me." She said thoughtfully.

"Tell me what's wrong."

Addison finished her glass, sighing. There was a long moment where neither of them spoke, the quiet drone of the 10 o'clock news in the background.

"I feel like I failed."

"Failed?"

"I failed myself. I failed Derek. At work… I just look at these women. And I hate them."

She bit her lip hard.

"Why?"

"Because they're…they're so stupid. Unwed mothers,
crack-addicted streetwalkers, 40-year olds on fertility pills…they can all do it. I help them do the only thing I've ever failed at in my entire life. And I have to smile and hold their hands, when I just want…"

She put her head in her hands.

Mark clicked off the TV, and put his hand on her shoulder.

"You didn't fail, Addison…"

"I did. You know I did. All my life, all this time,
I've dreamed of being a mother. Derek has wanted kids since…forever. And now…he won't even look at me. Won't touch me."

"Why not?"

She looked up at him, tears leaving wet trails down her cheeks.

"Because I'm damaged now. Because we were perfect. We were Derek and Addison, the perfect couple. And I ruined that."

"Babe, you didn't do anything wrong." He put turned her face to him.

"Then why do I feel like this?" She shook her head,
crying harder.

"Derek's an idiot. If he doesn't want you, he's an idiot." Mark said, suddenly feeling his heart hammering against his chest.

"He's so far gone. I look at him, and he's a million miles away. He sleeps next to me, but he's never…he's never there."

"Addison, you're the most amazing woman I've ever met in my life. Derek's the luckiest guy in the world to have you. If it was me…"

She looked up at him, surprised.

"If it was you, what?"

"If it was me, we'd try again. If you were with me, I wouldn't be able to keep my hands off of you. I wouldn't be able to stop myself, every day, from telling you how much I love you."

Addison blinked in shock.

"What are you saying?"

"I love you, Addison. I've loved…for so long. He doesn't deserve you. And neither do I, but I see you.
I want you more than I've ever wanted anyone. I'd be with you, every moment I could. I love you so much."

"Mark…" Addison had stopped crying.

He kissed her, drinking her in, his dream girl, the one he'd fantasized about every night…

She broke away from him, looking at the floor and breathing hard.

"Leave." She said quietly.

Mark couldn't just walk away. It had taken him 13 years to work up the nerve to do this.

"Do you really want me to go?" He asked, his hand sliding up her leg.

She closed her eyes, sighing slightly. She wanted Derek. She wanted Derek to want her. But he didn't.
And he wouldn't again. And Mark was here.

"Mark…"

"Tell me what you want me to do, and I'll do it."

She looked at him, her mascara smeared, her eyes unreadable.

She slowly took off his jacket, unbuttoning his shirt.
He didn't do anything.

She met his eyes, her lips inches away from his.

"I want you to give me the best sex of my life. That's all I want from you. Make me forget…make me forget him."

So it wasn't quite the admission of love he'd been hoping for. Addison, in his arms, saying yes, was pretty damn near close.

He kissed her then, hard. And this time she kissed him back. He picked her up off the couch, as she wrapped her long legs around him. They made their way up the stairs, into the bedroom, where he showed her he was more than up to the task.

--

A/N- Next time we go back to the present…just had to give some backstory on three of my favorite characters. Please review!