A/N: not sure if this posted with the last one or not...so if youve already read the note, just disregard :) this is a mer/der tale from the beginning. it will be a little slow as i lay the foundation, but i promise it will be a ride. this chapter is derek's pov and theyre 15/16ish...der's driving so hes about 16. mer's about 6mo. younger, so shes 15, but theyre both in the same high school class for the sake of my stoy.

Seattle – 1993

"I just…I don't know man. I don't know anymore. I…I've tried everything." My best friend Justin says as we're on our way to snowboard. "I just…I just don't get her. I wish I did. I want to. But I don't know anymore. I want her so bad. I just feel like she doesn't want me."

I took my eyes off the road for a few moments to look at Justin. God, he looked heart broken, but I didn't know what to say. What do you say to your best friend to help him fix his relationship with the girl you want more than anything. The girl who just seems so unbelievably perfect, you can't believe you didn't notice her before.

"Derek? Derek? Have you heard a word I said?"

"Um..yeah. Just…uh…I don't know. She's…she's Meredith. I don't know what to tell you. She seems pretty great to me."

"She is pretty great. She just…she's always with her friends and she's at work and she…I just I don't know. I'd like to do more than kiss her at some point."

I take a deep breath and swallow at his last comment. I can't get over how bad it hurts to think of someone touching Mer. Mer…who am I to call her that? She's not my girlfriend, nor has she ever been. But God, how did I not notice her before. She's beautiful, and funny, and carefree, and just, just Mer.

"Derek? Derek? You're zoning out again. I…I need to know what to do."

"Umm…well…" I stutter. "Justin, I…I…I'm not sure. She's Meredith. She's beautiful and funny and smart. You know her father left when she was five, right?" I asked, slightly afraid that I was sharing personal information.

"Yeah," he replied. "So?"

"So it defines a lot of who she is." I told him. "She doesn't trust people easily, especially men. You're her first boyfriend. Unfamiliar territory. She's probably scared."

"Hell yeah," he told me as he laughed. "You should have seen her the first time I ran a hand up her shirt. And when she looked down to see herself exposed…"

"Justin," I said sternly, "more than I need to know." I really, really didn't want to hear about anyone running their hands up Meredith's shirt, much less taking it off. I gripped the steering wheel until my knuckles turned white before responding. "All I'm saying is that you need to be considerate. Hang out with her and her friends. I know they've practically been her family. Her mother is never around, her father left, she needs to feel like you're her friend, like she can turn to you. Be her friend first."

"But I love her. And I…I want to show her."

"You want to have sex." I say definitively. I try to hide the hurt in my voice, because again, I don't want to think about someone doing that to Meredith.

"No," he assures me, "not just that. I love her. I want to physically love her."

"You need to emotionally love her first." I tell him.

"I do."

"She doesn't see it that way."

"How can she not?"

"When was the last time you called to say hello? Just because you wanted to hear her voice? Or hung out with her and a group of friends?"

"I don't like her friends."

"They come with the territory man," I tell him. I hear him sigh, and he's quiet for the rest of the ride.

Once we arrive at the ski resort, he heads off with another group of friends. While part of me is sorry that I lost him, a bigger part of me is happy that he's gone. I just…I don't know. I've known Meredith forever and she's been a great friend. It just doesn't seem like Justin's intentions are honest and I'm not sure what to do about it.

"Derek?' A soft voice pulls me from my thoughts. I turn around and am face to face with a dinosaur ski hat. I look down and my blue eyes meet gorgeous green ones.

"Hey Meredith," I say, wishing I could wrap my arms around her and drop my lips to hers.

"Want to ski with me?" she asks.

"Ummm….yeah…ok." I tell her nervously.

"Great!" she says, as a smile crosses her face but doesn't reach her eyes.

"Are you ok Mer?" I ask.

"Yeah," she says as we make our way towards the lift.

"Are you sure?" I ask, once we're on the lift, headed up the slope.

"Yes…No…I don't know."

"You want to talk about it?" I ask her, knowing she doesn't let many people in.

"No…I…I don't know. It's Justin," she says with a sigh. "I just don't know anymore. I thought I liked him. But, he…he…"

"What is it Mer?"

"I don't know. He's….he's him maybe? He doesn't want to hang out with me, he doesn't ever do anything nice, he yells at me, he's not here right now, I just…I don't know what to do. I just want to cry."

Sitting on the chair lift listening to her talk, to her try and hold the tears in, I just don't know what to do. My heart is breaking for her.

"Oh Mer," I say, wrapping an arm around her, "it will be ok, you know that, right? At this point, you need to decide. You need to do what's right for you. I'm not even sure that Justin cares, he just wants to know."

I bite the insides of my lip as the last sentence crosses my lips. Because I know Justin wants her. But if I tell her that, she'll stay with him just to please him, because she's Meredith and she wants to make everyone happy, everyone but herself. And right now, all I want is for her to be happy. Happy with me, happy with Justin, happy alone, I just….I want her to be happy.