Okay…first of all, sorry. I know I said that I would update this by Friday. And now…it's Saturday. However, I said that before suffering through two nights of about three hours of sleep each (the joy of last minute finals-cramming) and well, I was quite delusional as to just how creative I could be on three hours of sleep. So yes, the update got pushed back a day. I'm very sorry! However, on the bright side, I am now done with school. It's fabulous, fabulous winter break time. And I? Have a month off! I am beyond excited, and this means lots more frequent updates. So that is good. And many thanks to everyone who wished me luck on the evil finals!

Alright, that's about all. I don't think there's much I need to say to set up this chapter. It continues on the same day as the previous chapter, so a few hours have passed, but not days and days or anything.

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The sky had already turned the deep purple of late twilight by the time Meredith finished checking on her last patient of the day. She meant to trudge slowly across the floor to the locker room, to change into her clothes and go home. She meant to leave, to go get some rest. To escape her thoughts for awhile by dropping down into an exhausted sleep. What she didn't mean to do was freeze in front of the OR board. That certainly wasn't what she was planning on. But yet, there she was, staring up at the white surface and the scribbled pen markings. She seemed incapable of moving, the trip to the locker room vanishing completely from the realm of possibility. She was rooted to the spot by the writing on the wall, black words standing out clearly against the white - Shepherd - OR 4. It was late for him to still be here, to still be working, and before she really considered what she was doing, she was moving again. Only, it wasn't towards the locker room. She pivoted sharply, turning back towards the surgical floor. She didn't know why she was taking the steps two at a time, climbing up and up and into the gallery. But there she was, pushing open the door and slipping into the dark and empty room.

Meredith shuffled forward towards the glass window at the front. Down in the OR, everything was the pale color of surgical blue, highlighted by the contrast of dark shadows with the glow from the white lights trained on the body. She leaned forward, pressing her hand palm up against the glass, and watching the figures moving below her. Derek was working intently, his eyes trained on his patient's brain as he motioned for something from a scrub nurse. She watched him silently for a long time, taking in every movement, every little detail. She could barely focus on him earlier in the elevator, but now, she couldn't seem to tear her eyes away. Meredith lost track of time; feeling as if the whole world had been whittled down to her and a glass window and Derek Shepherd. There was nothing else that mattered. There was nowhere else to go.

And then he was looking at her.

It was unexpected, and Meredith heard herself gasp in surprise, the sound registering as something unreal in the silence. Derek had turned away, glancing up from his patient for a second to focus on the small lone figure lingering in the gallery. Meredith was the last person he expected to see standing there, with her hair escaping its ponytail to fall in messy golden tendrils around her face. She wasn't speaking to him after all. The thought that she was ignoring him frustrated him. It sent his mind spinning off in circles, trying to come up with reasons why. Still there she was, not ignoring him but rather standing in the half light of the window, her face beautiful despite the heavy air of exhaustion that seemed to hang around her. Derek smiled instinctively, and though it was hidden behind his mask, the crinkling of his eyes gave away his expression. Meredith's lips lifted in response, turning up into the beginnings of a tentative smile. She shifted closer to the glass, leaning her forehead against its surface as she tried to pretend that the way Derek's eyes were trained on her wasn't making her heart skip a beat.

Derek's focus returned to the open brain in front of him, and Meredith's hand drifted down to rest against her stomach. It was so perfectly flat that she almost felt ridiculous pressing her hand against it the way pregnant women touched their swollen bellies. Still, Derek was there, and she found herself thinking that he would make a good father. It was an unexpected thought, springing up out of nowhere into the midst of her mind. But once she thought of it, she couldn't deny it. She didn't even know if he wanted to be a father, they hadn't dated long enough to make it to that conversation. However, he would be a good one. That fact seemed to reverberate within her, almost frustrating her with its intensity. She didn't even know if she wanted a baby, and yet it was coaxing a confession closer and closer to her lips until somehow, it didn't seem so impossible to keep waiting there for Derek to finish surgery. Maybe it was the peaceful silence of the gallery, maybe it was the way he glanced up at her again and again…never for longer than a few seconds, but always with that same smile written in his eyes. Whatever it was, it kept her from walking back out the door and driving home alone. It kept her standing there until the idea of waiting for Derek, of talking to him once the scrub room had emptied of nurses, didn't seem so impossible.

Meredith felt herself fall back into that same strange pattern of time where the minutes and the hours didn't seem to matter. Everything was isolated from the two of them, or maybe they were isolated from the world. Meredith wasn't sure which it was, but it felt as if she were entirely alone with Derek. Even the scrub nurses didn't really seem to be there. They were just figures, shapes, vague blurry details. All that really mattered was the man that she was waiting for. If she was honest with herself, and there in the silent gallery it seemed easier to be honest, she still loved him. Painfully. She loved Derek in that intense, forget to breathe, forget to notice everything save him sort of way. She hadn't been close to getting over him, and now…well now, it seemed impossible. And so she just stood there, watching him silently, until the door to the gallery opened once again behind her.

"What are you doing here?" asked Meredith, the words just tumbling from her lips before she had a chance to process what she was saying. She winced the second she heard her voice, quiet but accusing, drift across the previously silent gallery.

"Waiting for my husband," came the reply as Addison stepped forward, letting the door close behind her. She had already changed out of her lab coat, and had a black woolen jacket shrugged on over her shoulders. She raised a skeptical eyebrow at Meredith as she walked down towards the glass. Her heels echoed loudly against the tile floor, completely destroying the peaceful hush that had hung in the air. She frowned down at Derek, one hand resting on each slender hipbone. Her lips were drawn into a thin line, and Meredith braced herself, waiting for Addison to return the question. But she said nothing, not a single word about why Meredith was there alone, late at night, watching Derek work.

However, she might as well have asked the question. Meredith felt the words clearly in every sharp, inquisitive glance Addison cast in her direction. She had to fight back the urge to stammer out a list of utterly unbelievable excuses, or to turn and simply flee, running as fast as she could towards the door. Meredith was grateful that she hadn't changed out of her scrubs yet. They provided a vague sort of excuse for still being in the hospital so late, at least, more of an excuse than standing there in her jeans and sweater would have provided. Meredith closed her eyes, wishing desperately that she could just disappear. But she couldn't. She couldn't even walk away calmly, like a normal person. Her feet felt rooted to the floor. It was as if she had forgotten how to lift them. Meredith cast a wishful glance down at her silent pager, wanting nothing more than for it to suddenly go off and force her to move.

"He's a good surgeon." Addison's words pierced the heavy silence that had fallen once again over the room. Meredith nodded her head tentatively.

"Yeah…" she managed, the word coming out in a frail whisper.

"I'd want to watch him too if I were an intern."

"Yeah…"

Meredith wasn't sure if Addison was trying to offer her an excuse for being there, or if she was simply trying to explain away finding her husband's old girlfriend in the gallery for her own benefit. Either way, the talking made her feel uncomfortable. Well actually, that was a bit of an understatement. It made her skin crawl. It made her want to curl up into a little ball like a child. It made her long for the cold loneliness of her own bed.

"Derek…is a good man," continued Addison, her voice calm and almost conversational in tone. "He's a good husband. Always has been." Meredith just nodded. The words were falling painfully on her ears, and she couldn't bring herself to look at Addison. Instead she stared with wide eyes down into the OR. While previously she had focused in on Derek perfectly, almost with tunnel vision, now she found herself barely aware of what was happening over the table. It was just a blur of motion, a dizzying backdrop for the sound of Addison's voice.

Down in the OR, Derek tilted his head to the side, easing out a crick in his neck. Usually, brain surgery was plenty interesting for him. Usually, an open skull flap was more than enough to keep his attention for hours on end. Only now, he felt as if he were being continually pulled towards the gallery. Meredith was there watching him, and it seemed instinctive to want to return her gaze. He had always found something steady and calming in the pale green of her eyes, but now even that had become this rare thing that he barely got to see. He only had quick stolen glances during rounds, a moment in the elevator where she did her best to ignore him, a few painfully brief conversations here and there. They were cheap little things, nothing that could measure up to the way he used to stare into her eyes; one hand tangled in the golden strands of her hair as it spilled across his chest, her face just a breath away from his as their eyes locked and the green of her eyes filled him.

Everything since was just a pale imitation, and yet he was supposed to be satisfied with it. It left him hungry, and unable to keep from looking up again and again, to find her face through the window. But as he raised his eyes once more, Meredith didn't meet them with that same hesitant smile that seemed to have followed him throughout all of surgery. She was still staring down at the OR, but it was a blank unseeing stare. Her shoulders were hunched and her arms crossed protectively over her chest. There was agitation written clearly in every curve of her body and line of her face. As Derek stared at her, Meredith turned her head to the right, and he followed her gaze across the gallery.

Even in the shadows where she stood, Derek could make out the unmistakable red hair of his wife. She too was staring down into the OR, and when she caught sight of him looking, she smiled warmly at him and raised her hand in a slight wave. His lips moved reflexively in response, but they were hidden behind a mask, and his smile didn't make it to his eyes.

Derek felt as if a heavy weight had suddenly started pressing down on him. He didn't see how he was expected to be happy about finding Addison there. She was always there. Always. He went home to her, he was married to her. He just wanted a few minutes in which he could forget about how his life had turned into a complete mess. He just wanted to stare at Meredith uninterrupted, and have her smile back. Just like they used to. Honestly, Derek didn't think it sounded like too much to ask. It was completely innocent. He was working on his marriage after all. But apparently it was too much. Addison was supposed to be enough because there she was, pulling Meredith's attention away from him, and into some sort of intense conversation that had wiped every remaining trace of a smile from her face. His eyes flickered back and forth between the two women, trying to read their lips and make out what was being said.

"Dr. Shepherd?"

The voice of a scrub nurse broke his concentration, and he turned, remembering that he was still in surgery. With a sharp nod of his head, Derek did his best to return his attention to the operating table, trying to forget the mystery of what Meredith and Addison were speaking about.

Addison's voice was still filling Meredith's mind, despite her every effort to shut the other woman out. "I mean, I'm sure you know yourself, how wonderful he is. I'm just…so lucky to have a second chance with him." Every word felt like a barb in her side, and Meredith turned to look at Addison, her eyes brimming with disbelief and confusion.

"Why are you telling me this?" she asked, finally managing to find her voice long enough to speak in more than a broken, one word response. Still, her question was a pained whisper that seemed to swell and fill the room. Addison just shook her head, a slight smile playing across her face. She turned and sat down on one of the many empty chairs, motioning for Meredith to sit down beside her. But Meredith's feet stayed rooted to the floor.

"You're not the enemy Meredith," she said gently. "I don't have to be the enemy. We don't have to be enemies." Her voice was earnest, as if intent on eliciting some sort of response from the smaller blonde woman. Meredith didn't answer. She didn't even turn from the window. She gave an imperceptible nod of her head, but nothing more. "I mean it," continued Addison. "I don't hate you. Honestly, Meredith." Meredith thought she caught the edge of something almost calculating lurking in Addison's voice, hidden far beneath the quiet tone of sincerity. "I'm grateful to you."

Meredith spoke cautiously, finally turning to look at Addison out of the corner of her eye. "Why?" she asked. "What would you possibly be grateful to me for?"

Addison shrugged her shoulders. "I'm not oblivious," she said, a note of laughter falling in the midst of her words. The sound was awkward both in the context of their conversation, and within the suddenly oppressive space of the gallery. It rang false and uncomfortable, but Addison didn't seem to notice. "I know Derek's male," she continued as another slight smile flickered across her face, and she reached up to tuck back a stray strand of hair. "And you…well," she flung her hand out in Meredith's direction, gesturing up and down the length of her body. "You're young, and he obviously thinks you're pretty."

"Oh…" gasped Meredith, catching on.

"Exactly."

The word was crisp and precise, implying a hundred things without saying any of them. "But you have more class than that, and so…I'm grateful," continued Addison. Meredith nodded her head again, unable to find the words with which to reply. She felt caught in the midst of a strange whirlwind of feelings; a bizarre blending of shock and disbelief, sorrow and emptiness. It struck her as strange that Addison would choose this moment, after finding Meredith alone at night in the gallery, watching and waiting for Derek, to complement her on just how well she steered clear of her husband. The contrast was sharp and almost ironic, but then Meredith thought that perhaps that was the point after all.

She figured it was too much to claim to see the accusation of Meredith Grey - Homewrecker written in the depths of Addison's eyes. Still, the woman's gaze was a cold pale blue, and it left Meredith feeling overwhelmed and faintly ill. She pushed her hair out of her eyes, shaking her head. "We aren't…I wouldn't…I…" Her voice turned her words into a stammered, barely audible sentence.

"You're giving us the chance to save our marriage," continued Addison, cutting off Meredith completely. "And we're both grateful." Meredith looked back at the OR, instantly focusing on Derek. He was almost done, starting to close, and every movement of his hands felt achingly familiar. The corners of her eyes were prickling, threatening to spill over with tears. Meredith bit down hard against her lip, desperate to keep herself from crying in front of Addison. "Neither of us wanted to throw away the past eleven years." Addison's voice once again broke through the silence, and Meredith nodded her head.

"Of course," she whispered, and the sound was ragged and completely broken. Eleven years…that was clearly a family. A knocked up ex girlfriend? Not so much. Derek was almost done with surgery, but talking to him in the scrub room seemed impossible now. Every ounce of courage and hope she had summoned up to get herself through telling him she was pregnant had completely vanished. Instead she just felt cold and weak and pathetic. After all, it was Addison whom he'd wanted to have wait for him. Addison…his wife. Not her. "I understand," managed Meredith, backing away from the window. "I…I have to go."

Without another word, without even a final glance back at the OR, Meredith turned to leave. Addison just sat there wordlessly, letting her go. Down in the OR, Derek looked up in time to catch the back of Meredith's dirty blonde head disappearing from sight. There was a brief flood of light from the hallway, but it vanished with the closing of the gallery door. A heavy sigh escaped his lips as he realized that Meredith had left. He caught two of the scrub nurses exchanging raised eyebrows, and forced himself to look back up to where Addison was sitting…to where she was waiting for him. She gave him another wave, and he managed a nod of his head. It was a curt gesture, full of obligation and not much else. But it was something, and it brought a smile to her lips.

The sound of the gallery door slamming shut was loud and jarring, and it seemed to loose the tears that Meredith had been struggling to hold back. She raised both hands, wiping one against each eye as she made her way down the stairs. She felt worse than she had in the morning. Everything that had been confusing before had grown exponentially, into something that was utterly overwhelming. The fact that she had no idea what she was going to do had returned with painful clarity. Fighting back a second wave of tears, Meredith hurried to the locker room. She left without changing out of her scrubs, stopping only to grab her purse and her jacket. She nearly ran across the parking lot, feeling desperate to leave the hospital. She didn't want to risk running into Derek and Addison leaving together. Because in that moment…it would be unbearable.

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Gah…angst. I am making myself sad writing this stuff. I kind of hated Addison a little here because Meredith was going to tell Derek, she really was, and then…Addison came in and ruined that. And Addison's smart, she wants her marriage and she knows how to talk to women she thinks might be sleeping with her husband. Or at least, willing to sleep with her husband. Not that she thinks Meredith is, but she was suspicious, finding her there very late at night. And anyway, this is back in early season two. Back when she still had her Satan edge. Hee. So she was intentionally a little bit cruel.

Anyway, I should have another chapter up pretty soon. Maybe even tomorrow. It's already partially written because I changed the order of a few scenes around. But yes, more coming soon. Sigh…I really do feel sad now.

P.S. - as for the challenge I was given by a reader o write the world's most fluffiest fic, I'm still considering what to write. It'll be Christmas soon, and I'm assuming that will put me in the mood to write something other than gloomy, gloomy The World Turned Over. (Which will be happier at some point in the forseeable future. I swear.) Only…I have no clue what to write. All my ideas are dark and twisty. (I don't do shiny and happy so well.) Any suggestions?