Disclaimer: I don't own anything to do with Grey's Anatomy. Song at the end isn't mine either. It's Keith Urban's "You'll Think of Me".

A/N: I know this may seem slightly OOC, but it got stuck in my head and I had to write it down. Besides, it was kind of fun sort of exploring a softer side of Mark. Please Read and Review!

He heard a quote once. "We don't remember the day or the date for that matter, but we will remember the memories." He couldn't remember where he heard it, but it sounds like something his grandmother would have stitched in a pillow or something equally nostalgic. But that's not the point. The point is, that it's crap. He'd much rather remember the day and the date than remember the memories. Memories bring nothing but pain.

He was sitting on the floor in his living room, unpacking at his new home in Seattle when he came across an old shoe-box full of pictures. They were a few of the two of them together, but mostly the photos were of her alone. He had decided to wanted to try taking pictures as a hobby, so she humored him and didn't complain as he carried that thing everywhere. Posed shots, and candid shots, it didn't matter. She looked beautiful in all of them. He'd always thought he'd never see anything as gorgeous as her big, blue eyes and her glossy dark red hair. But looking at them now, he wanted nothing more than to throw each and every photo into the blazing fire he had going on account of the cold temperature in Seattle due to the damn rain. Instead, he restrained himself and starting going through the pictures.

The first photo he picked up was one of the first he had taken of her. She was still with Derek at the time, so they couldn't go out in public in fear of being found out. So instead, they hung around his apartment. This photo was of her sitting on the faded, blue couch in his apartment, lounging comfortably in of of his T-shirts and a pair of his gray sweatpants, with her hair pulled up in an untidy bun. She had a surprised expression on her face, unaware that he was about to take her picture. She was sitting cross-legged with a plate of strawberry waffles on her lap. Her fork, in mid-air, heading toward her mouth, and the tiniest bit of whipped cream on her lips.

FLASH

Mark put the camera down, and joined Addison on the couch, clad only his his boxers.

"That wasn't fair! I wasn't ready for a picture," she playfully whined, hitting him on the shoulder.

He just smiled at her, and leaned in and softly kissed her lips, being sure to remove the whipped creamed. He pulled away and found her head still tilted, eyes still closed, waiting for more. He leaned back and looked at her in amusement until she finally caught on.

"That's all?" she asked, not even trying to mask her obvious disappointment.

"I just wanted some of that whipped creamed," he said, feigning innocence.

"Mark Daniel Sloan!" she cried, appalled. "You're gonna pay for that," she said with an exaggerated pout.

Mark laughed at her stubbornness. "Oh yea, Addie, I'm really scared," he said sarcastically. "You weigh about 70 pounds less than I do. What could you possibly do to me?"

Hearing his challenge, Addison moved from her position on the couch and moved to lap, so that she was facing him. She leaned in close to him, just inches from his ear. She kissed the area just below his ear softly. "I can cut you off from sex," she whispered seductively.

His hands flew to her waist. Grabbing her, he rolled onto his stomach, so that she was pinned beneath him. She squealed delightedly with surprise.

"Cut me off?" he asked, as his dug his fingers into her rib-cage, causing peals of laughter to escape from the redhead's mouth. "Cut me off? Babe, I don't think you'd be able to stay away," he told her with a glint in his eye.

"Oh no?" she asked, fighting through her laughter.

Mark lowered his head and captured Addison's lips with his in a passionate kiss. Feeling her giving into him, he pulled away. "Yeah, definitely not," he told her with a sexy grin.

She smiled back, looking up at him. "Did you like the waffles I left for you in the kitchen?" she asked.

"Of course I did," he told her, amazed that he had such a breath-taking woman, even if he did have to share her with her husband. "But not as much as I like you," he finished, lowering himself back on top of her, once again encasing her lips in a kiss.

Putting that photo aside, he ignored the pain he felt in his heart and picked another one out of the box. He allowed a small smile to form on his lips when he saw which one it was. This one was of the two of them together. They were ice-skating at Rockefeller Center around Christmastime. In the background he could see millions of white, twinkling lights, creating a heavenly glow around the pair. There were also blurs of other skaters gliding by, creating colorful blobs in the background. She was all bundled up, not really from the fear of the cold, but more because it was her first time in a long time on skates and she wanted the "extra padding." Mark lived in Wisconsin before moving to New York so he was used to cold as well as ice. He wasn't wearing nearly as many layers as she was. In the photo, his arm his wrapped tightly around her waist, her arm slung across his shoulders. There was snow falling the night, and she looked beautiful with snowflakes in her hair and her nose red from the cold. Both had smiles on their faces, although Addison's seemed a bit uneasy as they posed for a stranger who had willingly took the picture. Mark closed his eyes and leaned his head back against the couch, remembering.

FLASH

The man held the camera out to Mark. He moved to retrieve it, letting go of Addison. She fell onto the ice for what seemed like the millionth time that night. "Mark, what are we doing here? This isn't fun," she grumbled, taking hold of his hand when he glided back over to her so he could pull her back into a standing position.

"Well, maybe not for you, but I find it pretty damn entertaining," he said, flashing her a smile.

Addison ripped his hand from his, and began rubbing her hip. "You know, you're not as funny as you think you are. I could kill myself doing this damn sport, and you're laughing at me." she said, her pride more hurt than anything.

"You are so dramatic," he told her rolling his eyes. He skated away, leaving her behind.

"Mark?" she asked hesitantly. When she received no response, she cried louder, "Mark!"

He stopped and turned around, but made no move to go back. "You can not just leave me here!" she said, her voice actually sounding nervous.

Mark laughed to himself and skated back over to a very angry woman. "You're way too easy," he told her, wrapping her rigid body in a hug, looking for forgiveness. When he felt her tiny arms wrap around him as well, he knew he was in the clear.

He grabbed her hands, and began skating backward, pulling her along with him. "So, where does Derek think you are this time?' he asked her casually.

Addison paused for a moment before answering him. "Derek officially left today. He went to Seattle," she replied quietly.

He stopped abruptly, but her momentum carried her forward, and she crashed into him, bringing them both onto the ice.

"You didn't think to mention this before?" he asked her, surprised how she would neglect to tell him news of something of this magnitude.

She opened her mouth to answer him, but Mark quickly cut her off. "You know what? It doesn't even matter," he told her, his eyes and smile glimmering with pure happiness. "Now we can finally be together. We can officially be 'Mark and Addison,'" he said pulling in her for their first kiss without the presence of Derek looming in the background.

It was only now the Mark realized that when he kissed her that night, she didn't reciprocate his passion. There's now way he could have noticed it at the time. He was genuinely happy with her, and he thought the same of her. But, clearly, he was wrong. And the next picture he dug out from the shoe-box was only further evidence. In this photo, Addison was alone, a zoomed in picture of just her face. She was wearing an expression of unquestionable apprehension. Normally, this wouldn't have fazed him. She was a worrier, it wasn't uncommon for her to have an anxious look on her face. However, he had taken this picture at a very important moment. He was holding the camera to his face, so he would be prepared to capture her reaction when he finally told her. This photo was taken right when he told her that he loved her for the first time.

FLASH

"What did you just say?" she asked him. She looked like a deer caught in the headlights. Yes, Mark expected her to be shocked, but in a good way, not in a "wanting to jump out the nearest window way."

"I love you, Addison," he told her again, taking her by the hand and leading her to the couch.

Sitting down, she replied, "That's what I was afraid of," she said quietly.

Mark dropped her hand and inched a little away from here. He looked at her extremely confused, especially when he saw tears beginning to form in her eyes.

"Baby, what's wrong?" he asked her, a sinking feeling beginning to settle in his stomach.

She got up from the couch and walked to the middle of the room. "You can't love me, Mark," she said with her back to him.

He didn't say anything. He just got up and walked over to her. He put his hand on her shoulder, and turned her around, making her look at him. "What the hell are you talking about?" he asked her very nervously.

Addison couldn't hold on any longer, and the tears begin to fall down her face. "You can't love me, Mark," she reiterated.

"And why the hell not?" he asked, beginning to get frustrated.

She wiped away tears with the back of her hand. "I'm still married to Derek," she told him with a heavy sigh.

"Derek, left you, Addison," he said, wanting to shake some sense into her."Your marriage is over."

"Yes, because of me. Because of us. But it's not over. I don't want it to be over," she said, sobbing helplessly.

Mark couldn't believe what he was hearing. He was shocked, and angry, experiencing about million other emotions all at the same time. "You still love him." he stated as a fact, not as a question, for he already knew the answer.

"We've been hooking-up for a year and that entire time you were still in love with him." he said, shaking his head in disbelief.

"Mark, I am so sorry. I love you, I really do, but Derek, he's my husband-" she pleaded, trying to make him understand.

"Go to him," he told her, his eyes pointed at the floor.

She was taken aback. "What?" she asked.

"I love you and I want to see you happy. Even if that means you can't be with me," he said quietly. "Go to him."

Without another word, Addison turned around and left. She never looked back, but if she had, she would have seen Mark fall in the floor, with his head in his hands, silently willing for the tears not to fall.

Mark continued to go through all of the photos in that box, memories washing over him like a flood. Mostly good memories, although some bad, and they all hurt like hell as he was remembering them now. There was one final picture in the box. This one was not of Addison, nor was it of him and Addison. It wasn't even taken by him. This picture was the hardest to look at of them all, both literally and figuratively. This one caused him the most pain, and it was also the hardest to make out. The photo was black and white and was of a blobbish looking creature. It was a sonogram of him and Addison's baby.

FLASH

Mark returned home from work one day to find a white envelope sitting outside his door. On the front it simply read, "Mark", but it was in Addison's hand-writing. He hadn't seen her since the day after he told her to go find Derek, and she only stopped by to collect some items she had left at his place during the time they were together.

Mark took the envelope inside with him and settled at the kitchen table to read it. Inside was a simple piece of scrap paper. It read: "I thought you should know." Reaching back into the envelope, his hand brushed against a stronger piece of paper. He knew it was a photo before he pulled it out, but nothing could have prepared him to the shock of pulling out a sonogram.

Mark sat at the table for hours, not being able to form a coherent thought. He experienced a barrage of emotions while sitting at the table. The first one was shock, and rightfully so. Then he was angry because she hadn't told him. After that, he was sad because he realized he wouldn't get a chance to be in the child's life. Eventually, Mark become numb. He couldn't feel anything anymore. Addison had hurt him immensely, and he doubted he could ever be the same.

The few months after Mark found out Addison was pregnant were some of the worst of his life. He didn't know what to do. It scared him, he was used to being strong and invincible. And now, Addison had left him weak and scarred. After a while, he decided to go to Seattle and win her back. He had to try to get her to go back to New York with him, for the child's sake and for the sake of his heart. However, that didn't turn out quite as he expected. When he arrived in Seattle, he found that Addison had aborted the baby, and that she was still very much in love with Derek, even though he was very much in love with an intern at the hospital where they worked. Addison and Derek said they were going to give their marriage a second chance, but Mark didn't see that happening. He saw the way he looked at Meredith, and he had never looked at Addison like that. Mark had, but Derek hadn't. Mark knew that they wouldn't last long. Which was why he was going to stay in Seattle. Eventually Addison would realize that she should be with him. But when that day came, he wasn't going to be there for her. She had hurt him, and he allowed her to go. He was going to stick around so she can see what she's missing, what she gave up. He had needed her once, but he wasn't going to allow himself to need her again. That's why tomorrow he was going to deliver the shoe-box of photos onto Addison's doorstep, quite similarly to the way she left the sonogram. And he'll leave a scrap of paper, and it'll say, "You'll think of me, like I've thought of you. Take these pictures. They'll never change. But the people in them did. Goodbye."

I guess I'm feeling just a little tired of this
And all the baggage that seems to still exist
It seems the only blessing I have left to my name
Is not knowing what we could have been
What we should have been...

So take your records, take your freedom
Take your memories, I don't need 'em
Take your space and take your reasons
But you'll think of me