This chapter will included a flashback set about three weeks before Chapter 1, describing how Meredith and Derek initially found out Mer was pregnant. The flashback is told from Meredith's point of view, with a few of Derek's thoughts tossed in. But to start, this is set a few days after chapter 1. Enjoy! Thanks to those who review last chapter and made suggestions. I appreciate it!

Disclaimer: I don't own Grey's, blah, blah, blah.

Meredith is already lying in bed and appears to be asleep. Derek climbs into bed and lays beside her. He puts his hand on her stomach and then slides it under her shirt, amazed at how flat it still is and how soft her skin is compared to his. Running his fingers over her muscles, Derek gently kisses her neck, discreetly trying to wake her. Meredith opened her eyes and took a deep breath. She ran her fingers through his hair and Derek looked up at her. Derek could tell she was in pain. He took her hand and kissed it. She squeezed it tightly and Derek was surprised by her lack of warmth. He pulled the covers up around her and got close to warm her with his body heat. "You doing ok?" Derek asks, putting his arm around her and kissing her forehead lightly. Meredith nodded, too exhausted to speak. Derek kissed her, then her neck, and she returned. Suddenly, Meredith winces in pain and gasps lightly. "Whoa," Derek says. "You ok?" "Mmhmm," she groans. Meredith settles into his chest and Derek wraps his arms around her waist, pulling her closer to him. She pulls his shirt into her fists and breathes deeply. He rubs her back until she turns over, trying to find a comfortable position. Derek placed a hand on her lower stomach and massaged her gently. The pain eased and Meredith's breathing slowed. Derek kissed the side of her face. "Go to sleep," he said. She smiled weakly and turned on her side, her head resting on his chest. Derek takes in her scent and smiles faintly, though he is concerned about the painful episodes Meredith had been having lately, not to mention the fact that she could barely keep anything down. Soon, he hears the slow, rhythmic breathing of Meredith sleeping.

Flashback

"Dr. Grey!" Bailey shouted. "Do you mind coming back to planet earth? Or you could stay in your happy place and do charts all day, whichever you choose." "Sorry," Meredith replied, still a little zoned out. Bailey and her interns began walking through the halls of Seattle Grace Hospital, a place Meredith had grown so accustomed to. So many things had happened to her here, so many life-changing things; her internship, her less than pleasant introduction to Addison, her relationship with her best friends, Derek, and a few life-or-death experiences every now and then. And now this. She thought of it as a cherry-on-top situation, for lack of a better term.

Meredith hadn't expected a baby. Not this early. The news was shocking to her. It wasn't one of those situations where she had "maternal instinct" or "mother's intuition." Meredith had way too much on her plate to keep track of whether her cycle was late or not. So needless to say, the news of her pregnancy hit her like a wrecking ball. Now she was faced with the challenge of telling Derek, not to mention everyone else at Seattle Grace.

Meredith got home relatively early that evening, and impatiently waited for Derek. Oh, god, she thought. This is big. This is really big. She put a hand on her stomach and sighed. She was terrified of telling Derek, not because she thought he'd be unhappy, but because once she told someone, it would be real.

"Meredith!" Derek called as he walked in the door. He hung up his jacket and walked through the kitchen to find Meredith. She walked up to him slowly as he hugged her and gave her a kiss. "How you doing, babe?" he asked as he went to get some leftovers out of the fridge. "Ok...good, I mean," she stammered. Derek sat at the kitchen table and began eating. He looked up briefly to notice Meredith gazing at him, looking a little teary-eyed. "You ok? What's wrong?" Derek asked curiously. "I just wanted to talk; I need to tell you something. It's kind of important," she replied quietly. "Ok," he said, a little hesitantly. "Come on," Meredith said, taking his hands and leading him to the sofa in the living room. "Mer, what's going on?" Derek asked, smiling. "You know I'm not so great with words, and dressing them up, so I'm just going to say this." Derek looked at Meredith curiously, somewhat concerned. Meredith held her breathe, and blurted out the words that had been building up inside her for days; "I'm pregnant."

End Flashback

Derek came back to reality, the memories of a few weeks before still lingering in his mind. Meredith was wrapped in his arms, contently sleeping. As Derek reflected on his wife's pregnancy so far, his concern about her pain became heightened. Derek could only wonder if something was wrong. This is our first baby, he thought. It's new to us; I'm getting worked up about nothing, I'm sure. I hope.