Meredith (in a strangled voice): Will you help me?

Derek stares at the petite blonde who now has tears streaming down her face. She looks so vulnerable. He reaches forward and grabs her arms, pulling her into his lap. He wraps his arms around her tiny body as she sobs into his chest, her tears soaking through his shirt, but he doesn't care.

Derek: Of course I will help you.

Meredith remains enveloped in Derek's arms for another thirty minutes before she lifts her head up and looks at him. She can see that he cares.

Meredith: I'm okay.

Derek reaches up and wipes away the remnant of her tears as he smiles at her.

Derek: You're okay.

Meredith nods as she climbs off of Derek's lap and moves back to her side of the couch. She stares at him and he returns her gaze. Meredith inhales deeply, a shudder rippling through her body. He looks at her concerned.

Derek: Are you alright?

Meredith smiles at him.

Meredith: I'm good.

Derek smiles back at her.

Derek: Good.

He runs his palms along his legs, trying to think about what to say next.

Meredith: Are you going to the game?

Derek looks at her. He had forgotten about that. Derek studies her for a minute.

Derek: Are you?

Meredith opens her mouth and closes it again. She stares at him. Their proximity hasn't been about sex so far, but she can feel the tension start to rise yet again. He grabs her feet and places them in his lap and begins to rub them.

Meredith forgets all about the question that hangs in the air. All that she can think about is the way his strong fingers are working the muscles in her feet. His touch is soft, yet hard at the same time. He runs his thumb along the bottom of her foot, eliciting a giggle from her as she squirms. He chuckles and looks up at her, her giggle warming his heart.

Derek: Ticklish?

Meredith: No.

Derek arches his eyebrow as he stares at her. A smirk crossing his face.

Derek: Oh really?

Before Meredith can respond, Derek is assaulting the bottoms of her feet and she is struggling to breathe through the torrent of giggles that are racking her tiny frame. She begins to hit him on the chest.

Meredith (between giggles): Der..Stop it!! Please!...Derek…

Derek (chuckling): Not until you admit that you're ticklish.

Meredith (gasping): But..I'm..not..

Derek increases the intensity of his attack causing her to squirm underneath him even more.

Meredith: OKAY! OKAY!!..I"m ticklish…

Derek chuckles as he ceases tickling. Meredith is resting underneath him, panting as she struggles to regain her breath.

Meredith: That…was…not fair.

Derek smirks as he looks down at her.

Derek: All's fair in..

Derek stops as he realizes what he is about to say. She looks up at him with eyes full of questions. Derek clears his throat.

Derek: You never said we had to play fair.

Meredith's giggles trail off into silence as they get lost in each other's eyes. He is so tempted by her perfect lips. He can't. Not right now. She is too vulnerable. He doesn't want to take advantage. Even if he doesn't want to take advantage, his body want to take advantage and he can feel his desire growing.

He clears his throat and sits up before she notices his growing erection. She looks at him with a confused look on her face.

Meredith: Are you okay?

Derek: Yeah. I'm fine.

His flushed appearance betrays his declaration of fine, but she doesn't say anything. She is more than a little confused by Derek's demeanor. Derek sighs and runs his hand through his hair before turning and facing Meredith.

Derek: We need to talk.

Meredith stares at him for a moment, her mouth slightly open.

Meredith: Okay…

Derek stands up and begins to pace the room as he runs his hand through his hair numerous times.

Derek: It's just that you…well…you are kind of great. Amazing really. But I'm…well…I'm not so great. And you deserve someone who is great.

Meredith stands up and walks towards him. She grabs his arms to still his motions. She looks up into his eyes.

Meredith: What are you talking about?

Derek sighs as he finds comfort in her seas of green.

Derek: You…You are so amazing and I don't want to take advantage of you. You don't deserve to be taken advantage of.

Something clicks in Meredith's mind.

Meredith: Is that what last night was about?

Derek smiles weakly at her.

Derek: I don't want it to be just about sex with you, Mer. I care about you. I hardly know you and I care about you. I didn't mean to hurt you last night. I was just…

Meredith arches her eyebrow as she stares up at him.

Meredith: Shocked?

Derek chuckles.

Derek: Yeah.

Meredith looks down at the floor for a minute before looking back up at him.

Meredith: We could try to be friends.

Derek: Friends?

Meredith: Yeah. Friends. Get to know each other and see where it goes from there.

Derek smiles at her.

Derek: Okay. So, would a friend be interested in going with another friend to the soccer match later?

Meredith giggles.

Meredith: I think a friend would be interested.

Derek: Can said friend be ready by 5?

Meredith: I think she can manage.

Derek chuckles before leaning in and kissing her on the forehead. He looks into her eyes.

Derek: See you in a couple of hours.

Meredith smiles up at him, her skin still tingling from his soft kiss.

Meredith: See you.

Meredith turns and starts to walk towards her room. Derek's voice stops her.

Derek: Hey, Mer?

Meredith turns around to face him again.

Meredith: Yeah?

Derek: If you need anything, anything at all, don't hesitate to ask. Okay?

Meredith smiles at him.

Meredith: Thanks, Derek.

Derek smiles back at her.

Derek: It's what friends are for.

They both turn and walk to their own rooms. They are both excited to be friends, but neither one realizes how brief their friendship will be.

Sorry this took so long. I'm not very happy with this update...in my defense...I had a small migraine when I wrote it..lol...let me know what you think...and I will try to update again soon...but I make no promises...school is kicking my ass.

-Marci