He stood behind her with his arms locked around her waist as she leant back against the front of his bare chest. His chin rested gently on her shoulder as they looked out at the water, stood on his balcony. His soft whisper sounded in her ear, "I could stay like this with you forever."

Lyin' isn't better than silence,
Floatin', but I feel like I'm dying.

She tensed a little at his words, feeling the drop in her stomach as she swallowed, closing her eyes as she realised what she had to say to him. Her voice broke a little as she spoke, "Derek, I can't… we can't do this." She pulled away from him and walked back into his hotel room, unbuttoning his shirt she was wearing.

Still, no matter where I go,
At the end of every road,
You were good to me.

Before he could respond to her sudden withdrawal, a loud knock sounded on his door and a voice shouted from the other side, "Derek! Where the hell are you?"

He darted across the room to Meredith, speaking in a quiet voice, "Keep that on. I'll be one second, okay?" He used his eyes to plead with her, and once she nodded, buttoning the shirt back up, he went to the door.

Mark was stood there, a grin on his face, "There you are! I was starting to think you'd gone missing, if it wasn't for all that noise I heard last night -"

Derek cut him off in an attempt to save Meredith from embarrassment, "Mark, shut up. What do you want?"

"Well we have to go catch our flight home in two hours, are you ready?" As he took in Derek's appearance, hair a mess and only in his boxers, he realised his friend was far from ready, "You could at least be dressed by now."

When Mark made a move to enter the room, Derek tried to stop him, "Mark you can't come in just now. I'll be ready."

Mark laughed and pushed past him, "What could you possibly be... Well, hello there."

Derek groaned as he turned and followed Mark into the room, where he'd evidently found Meredith who was waiting in the bed for Derek to come back. She responded to Mark, the sheet held around her, "You must be Mark Sloan, infamous manwhore."

Derek stifled a laugh as Meredith raised an eyebrow, "Mark, this is Meredith."

"Wait not Meredith? Really? Well, that's a surprise."

"What do you mean?" Meredith shot a questioning look at Derek but it was Mark that responded.

"The Meredith that stopped Derek from even looking at another girl this past year," Mark said with a roll of his eyes.

Meredith laughed softly, her eyes on Derek, "Is that so?" She became aware of how close Derek and Mark actually we're at this point, and asides from her aversion to the fact Mark was at this point a self-proclaimed manwhore, she actually found herself liking him.

"Mark, you can leave now," Derek spoke as he attempted to usher his friend out of the room, "I'll be ready to leave in two hours when the airport cab gets here."

"Okay, okay, I'm leaving," Mark held up his hands as he retreated out of the room, and then shouted to Meredith, "Bye Meredith!"

Meredith bit her lip as she waited for Derek to return from closing the door after Mark.

He climbed on the bed beside her as he spoke, "I'm sorry about Mark, I swear he has no boundaries."

Meredith shrugged a little, a smile of amusement playing on her lips, "It's okay."

"Now, back to our conversation," he slid his arms around her, guiding her to sit between his legs and pressing a soft kiss to the side of her head, "I know. I know you can't. I know we can't. But I just want you to know how I feel about you. I don't want you to doubt that."

Leaving isn't better than trying,
Growing, but I'm just growing tired.

As he spoke, her head nestled on his shoulder and she bit her lip again. After Mark's announcement, she was very aware of the little time they had left to spend with each other before reality set in again. She closed her eyes and took a deep breath before she spoke, "If things were different, if this was another life... but I really can't. And it's not you, and to an extent, it's not even the distance."

His fingers ran through her hair and he pressed a soft kiss against the top of her head, "What is it?"

She buried her face against his neck with a soft murmur, "I can't tell you."

Now I'm worried for my soul,
And I'm scared of growing old,
You were good to me.

"It's okay, I trust you," she didn't doubt for a second that he did trust her, and it made her feel worse about the fact that she couldn't tell him everything. About her mother, about how she been raised. She couldn't even risk jeopardising his career like that, by being openly involved with him. His fingers drifted over her cheek before touching her chin, gently bringing her lips to his in a soft, slow kiss, which she reciprocated without a second thought. He murmured softly against her lips, "I want to make love to you, one last time."

She nodded, keeping her lips locked in a kiss with his and she reached to lock her fingers in his hair, moving so that she was now straddling him, their hips pressed together as their kiss depended. He rolled them over so that she was underneath him, ready to worship every inch of her body until he had to let her go again.

And I'm so used to letting go,
But I don't want to be alone,
You were good to me,
You were good to me, yeah.

Their movements eventually slowed, still tangled in one another as they lay in the bed, breathing heavily, sated. He pressed soft kisses to the back of her shoulder and to her neck, not wanting to let go. Not wanting to catch the flight back to New York. He just wanted to stay with her forever, go wherever she was going.

She turned in his arms to face him and pressed a short, soft kiss to his lips before pulling back again to look at him, "I should get going."

He stole another kiss from her with a soft murmur, "I know."

God only knows where our fears go,
Hearts I've broke, now my tears flow,
You'll see that I'm sorry,
Cause you were good to me.

She laughed softly as she kissed him again, "I really should, or you might miss your flight."

He hummed softly in agreement but continued to press soft kisses against her lips, speaking between each one, "Does... this... really... have... to... end..."

She sighed softly and pulled back a little further from him, so that they couldn't distract each other any further, "I'm sorry, Derek."

His hand reached forward, cupping her cheek in his palm, "Maybe we can swap numbers, and if you're in New York again..."

She took a shaky breath, pulling away further so that his hand dropped away and she climbed out of the bed, pulling his shirt back on that she had been wearing earlier, "I don't plan being in New York again if I have to."

He watched as she turned away from him to gather her things and he sat up in the bed, "Won't you visit your mother?" He asked, slightly confused as to why she didn't want to go to New York again.

She turned to face him, her eyes wide as she shook her head, "Oh, no, erm, we don't... we aren't close."

"Oh, okay..." he got up to climb out of the bed and passed her dress to her that she had worn the previous night, "We can drop you off at your hotel on the way to the airport?"

"It's okay, I'll walk, it's not far," she took the dress from him, ignoring the electricity that passed through her fingertips as they brushed against his. She quickly replaced his shirt with her dress and slipped her shoes on, pulling her hair back into a ponytail with the hair tie she kept on her wrist.

He was beside her then, holding his Bowdoin college jumper out to her, "Take this, it looks like it's getting colder outside."

"Derek, I can't..."

"Take it. Keep it. It's fine," he held it to her still and was relieved when she took it from him and pulled it on. He moved to the other side of the room a moment, writing something on a piece of paper as she picked up her phone and slid it into the pocket of the jumper along with her hotel key card. She walked over to him, bracing herself for their goodbye, when he turned and placed a piece of paper in her hand, "Here's my number. I want you to take it. I don't expect you to give me your number, I just, if there's anything. Please. Call me."

She nodded and put the piece of paper in the pocket as his arms pulled her close to him again, and she buried her face against his bare shoulder. They stood like that for a moment, and she was the one to pull back again, feeling her eyes water slightly. He moved in to kiss her, but she took a step back. "I can't."

He gave a silent nod and opened the door for her, "I know I'll see you again, I know this isn't it for us. So, I won't say goodbye."

She met his gaze as a single tear rolled down her cheek, and she nodded in a silent agreement. She took a shaky breath and went to walk out the door, hesitating as she walked by him and reaching to his hand. She took it and gave it a gentle squeeze, neither saying anything. After taking a second shaky breath, she released his hand reluctantly and forced herself to walk out of the room.

He didn't shut the door behind her though, not yet. He watched her as she walked over to the elevator down the hall, keeping his eyes on her as she gave him one last glance before stepping onto the elevator. He would find her again. He would wait for her.

And now I'm closing every door,
Cause I'm sick of wanting more,
You were good to me,
You were good to me, yeah.

Swear I'm different than before,
I won't hurt you anymore,
Cause you were good to me.

You Were Good To Me – Jeremy Zucker, Chelsea Cutler