Don't own it , wish i did.

a/n: wasnt sure where this was headed at first, now i think i know! remember 3 reviews gets another chapter up TONITE!

Chapter 2: Memories

Bailey stood at the nurses station watching Meredith. She knew she didn't know yet. She wasn't sure if she should tell her or let her find out on her own. She sighed and walked over to Meredith. "Grey, sit down." She began. "There's no easy way to say this, but..." Meredith started to look worried. She had no idea why she had been paged and all of her friends were clearly upset. Something had to have happened to someone they all cared about. Bailey looked at her with tear filled eyes, "Meredith, it's O'Malley..."

Her eyes widened, Not George, she thought. Tears began to spill over her eyes, "What happened?" She had to know what had happened that night. She had just lost one of her best friends and she never got to say goodbye. She never got to tell him how much he meant to her. All of these thoughts were swimming around in her brain when Bailey interrupted her thoughts.

"He was in an accident. He and Callie got into an argument and he stormed off. He was heading to Joe's. She was heading somewhere else. Well, as he was crossing the street, she came flying out of the parking lot, enraged with what had happened that night. We don't know the specifics, but it is entirely possible, she ran him down with her car. She's being questioned by the police as we speak, and faces a lot of legal problems. Especially, now with George being..."Bailey paused, letting Meredith take in all this information. "With George being gone, she faces prison time if she is proven to have actually run him down. I'm so sorry Meredith." She hugged her intern, letting her cry on her shoulder as much as she needed.

In the OR, word of George's death had spread to Dr. Shepard. Hearing this news, only one thing came to mind: Meredith. He quickly finished his surgery, cleaned up and ran downstairs to see a disheveled Meredith sitting outside of room 105 staring at the blank wall ahead. No one was with her, no one ever around her. She was pale as a ghost and was oblivious to her surroundings. He sat next to her. "Meredith?"

She didn't reply. She honestly didn't even know he was there. All she could see was Doc chasing George around the house, George, Izzie and herself under the Christmas tree staring up at the lights, George, George, George...He was gone. A single tear escaped her eye and she suddenly felt a hand brush it away. She flinched, then she turned her head to face the owner of the hand. Derek. There he was. Comforting her again. Being there when she needed a shoulder to rely on. But he was married still to Addison. This was just too complicated. George would know what to tell me to make me feel better, she thought. She closed her eyes tightly, trying to possibly channel him or remember some of the things he had told her in the past.

Flashback: "McDreamy slept with McHottie? What a McBastard!" Meredith laughed at the memory. That was just a few weeks back. She tried to remember more George-isms, they were bringing her comfort. "Meredith, I'll never hurt you." The last memory brought tears to her eyes. "I'm George O'Malley. We met at the mixer. You were wearing a black dress, with a slit up the side, strappy sandals...now you think im gay." Something came to Merediths attention that she should have seen a long time ago. She was finally realizing how George had always felt about her.

Derek noticed the look on her face. "Mere," he began, "I'm so sorry." He put his hand on her knee, she jerked away. She shot and angry look toward him, but quickly softened when she saw the concern in his eyes. "I'm here Meredith. I'm here for you. I'll help you through this. If this has taught me one thing, Mere, it's dont let life pass you by." With that, he kissed her forehead, stood up, and walked down the corridor to find his wife.

I love Georgie as much as the next person, but for this to head the direction I'm aiming, it had to happen! Sorry!