a/n: sorry for the delay...i forgot i was going away for work all last week as well...but anyway, im back :) this is the last background chapter...i think. things should start to move now... and this is rated K+...i tried to keep it tame, but if it should be M, let me know...i dont want to go to fic jail... enjoy!!

Seattle – 1994

My head turned to the back of the auditorium as I heard the door creak once again. I felt Derek's hand squeeze mine as I turned back around once I realized it wasn't her.

"She'll be here," he whispered into my ear as our principal stood to take the podium.

"Like she was for my ballet recital when I was five? Or all of my track meets, or hell, even my state meet?"

Derek didn't respond, but instead, wrapped an arm around me and pulled me closer to him. "I'm here, my family is here, Marika's here, and we all love you Mer," he whispered. "I know you want her here, she should be here, but, you are loved."

"Thanks Der, I needed that," I told him, grabbing his hand and squeezing it.

We sat like that, his hand squeezing mine in silent reassurance, as Principal Watkins made his speech and I continually turned around to face the back of the auditorium.

"And now, I present, the valedictorian of Seattle High School Class of 1994, Meredith Grey."

I rose to my feet at Principal Watkins' words amongst the cheers of my class and all their families. I looked down to Derek and got one more smile of encouragement, then over to Marika, who was clapping her hands excitedly. As I walked toward the podium, I realized I had the support of half the city, my substitute mother, and the love of my life, however, at that moment, none of that mattered, the only support I wanted was the one I didn't have.

Hours later, once speeches had been completed, diplomas handed out, and tassels turned, I crept in the door of my house.

"And where have you been young lady?" I heard over my shoulder just as the door clicked shut. I turned around and was face to face with my mother. "Out with that boy I suppose," she said, looking over my shoulder and out the window to see Derek pulling out of the driveway. "You can say goodbye to your future if he gets you pregnant Meredith. You can bet that he won't stick around and God knows I won't."

"Graduation." I told her, "and then the after party. Not that you remembered." I told her, trying to stay strong.

"Meredith, we've been through this, I save lives. I have important things to do, things that don't include a high school graduation. In a year, it won't even matter to you. If you screw up with that boy it will be years before anything can matter to you again."

"Mom! I…we're…it's not like that."

"You better not be. I did not raise you to be ordinary Meredith."

"I graduated first in my class, mom…" I told her, but was interrupted by the sound of her pager.

"Meredith, I have to…"

"Go. It's fine," I told her, "I'm used to it by now."

"I probably won't be home until sometime tomorrow afternoon. We'll do breakfast then…or something…lunch. You pick."

"Yeah," I said sadly as my head dropped to the ground. "I'll see you when you get home…whenever that is," I told her as I made my way up the stairs, trying desperately to keep the tears in until I reached the sanctuary of my room. I heard a soft, I'm sorry, just as I reached my room and before I heard the door downstairs click shut.

Sorry? I thought, she's always sorry. She was sorry about my ballet recital and sorry about the track meets, and prom, and she might as well be sorry about graduation too. I fell on to the bed and let the tears fall until I didn't think I had any left. Once I had calmed down, I changed into a tank and sweatpants, and pulled out my cell phone.

"Hey honey," Derek answered on the first ring. His voice was enough to cause the tears to fall again. "Mer?" He asked. "Meredith?"

"Der," I said, "Derek, can you come over?"

"Oh Mer," he said, my tears falling freely now, "I'm on my way."

In what seemed like hours, but was more like ten minutes, Derek was walking through the door to my room, and taking me into his arms. "Shhh….it's ok, Mer, I'm here." Derek whispered softly.

"Derek…" I whimpered softly.

"She forgot, didn't she?"

I tried to answer, but all I could do was nod my head as another fit of tears took over. "Oh Mer," he said, pulling me against him tighter. "I'm so sorry honey, so sorry." He repeated, over and over again as he rocked me.

"Thank you," I whispered once the tears had subsided, "for being here."

"There isn't anywhere I'd rather be," he told me, as he covered my lips with his own. Our kiss was gentle at first, but quickly became more heated. Soon we had shifted positions and we lay, side by side, my body half covered by his. We continued to kiss and his tongue had found its way into my mouth, massaging mine.

I felt my body arch into his as I moaned softly. I had never experienced this before and my head was spinning with the new feelings. I felt his hands slide up the back of my shirt and run down the skin of my back. I gasped in both wonder and surprise.

"Is this ok?" Derek asked, breaking our kiss. I nodded my head in response as his hands slid further up until they reached my shoulders. "Oh Mer," he let out as he rolled on top of me, coming to rest between my legs. "You…you're not wearing…a bra." He gasped.

"Der," I moaned, arching into him once again, feeling his arousal pushing against me. "Wait…we…"

"Shh…" He said, kissing me gently. "We won't, I promise."

"Ok," I said softly, looking down noticing that the white tank I had on left little to the imagination.

"You're beautiful, Mer." He told me, kissing me again. "Is this ok?" He asked as his hands slid up around the sides of my rib cage.

I nodded, part with nervousness, part with excitement of what was to come. He leaned down and kissed me again as his hands made their way to the bottom of my breasts. As his fingertips grazed me, I arched into him again, wanting more, but unsure of exactly what.

"Ohh…" I moaned softly as his hands cupped my breasts softly. I felt his fingers begin to do wonderful things and I moaned again. I had only been touched like this a handful of times, and never had it felt this good. "Oh Derek…."

"Mer," he said softly, kissing me again. I felt his hands slide to the bottom of my shirt and I whimpered at the loss of contact. "Shh…just a minute." He said, and then I felt his hands lift the tank away. Once my shirt had been tossed to the side, his gaze fell back on me and I instantly felt self-conscious. "God Mer, you're so beautiful," he told me, as if he could read my mind.

He bent down to kiss me again, this time, lavishing my cheeks and neck with kisses before going lower. His lips gently began to suck on my shoulders and clavicle, and then reaching down to my breasts. I felt myself nearly launch off the bed when his lips closed over a nipple. As his lips continued their work on my chest, his hand grazed my lower stomach, my thighs.

Later, as we continued to cuddle, his hand brushed against my cheek and he kissed me again. "You're amazing, Meredith, and don't let anyone make you feel differently."

"Thank you," I said, cuddling further into him, wanting to tell him that I loved him, but too afraid to say so.

"I love you Meri," he whispered as I began to drift to sleep.

"I…I love you too, Derek," I replied, shifting to kiss him before falling asleep.