Disclaimer: If we owned Grey's Anatomy Meredith would be many things...dead would not be one of them.

I hadn't even been asleep for an hour when the alarm went off, jarring me out of sleep and causing me to sit up and grab my phone, checking for any messages. In the two months since my mom had told us about her diagnosis, I had spent more time with her and at the hospital than I had ever considered possible. She had had surgery to remove another lump, and was now going through chemotherapy, which mean it was up to the Shepherd clan to take care of our mother.

Checking my phone for messages had become an hourly routine. I didn't want to miss anything, I couldn't miss anything. And it would be easy too. My life was running ragged right now, between work and my mom. I felt like I was always on the run, always having someone else to protect, another thing to take care of. So missing messages could easily happen.

Seeing none, I ran my hands over my stubbled face, wondering if there was any way I could snatch another ten minutes of sleep. I hadn't slept more than an hour a night in two months, and I was exhausted. I laid back down on the bed and closed my eyes, taking a deep breath. I was just drifting off to sleep when I heard Dillon running down the stairs. "Breakfast time! Breakfast time!" he yelled.

"Dill! Can you quiet down?" I yelled. His adorable morning ritual wasn't nearly as adorable on one hour of sleep.

He either hadn't heard me or was deciding to ignore me as he continued yelling breakfast time at the top of his lungs, before finally, I assumed, Meredith had him in a chair and quiet. Meredith. The rock. It was weird to think that my Meredith could be a rock. But in the last two months, she had become this force to be reckoned with. She helped take care of Mom, she took care of Dillon, hell, she even took care of me. And all the while, she somehow managed to go to work and be pregnant.

I knew I wasn't devoting enough time to her, in quiet moments like this, between the running, when I was trying not to worry, I knew I wasn't being there for her when she needed me. But my mom needed me more. Meredith was strong, Meredith was remarkable. Meredith was healthy. She didn't need me the way my family did right now. Actually I was the one that needed her.

"Hey," she smiled, coming into the room. "What time do you need to be at work?"

"Too soon," I rolled over, burying my head in the pillow.

She crawled into bed next to me and rubbed my back a little, the same thing she did whenever Dillon was upset. It was soothing, but I was exhausted and it was putting me to sleep. "Der," she murmured.

"Hmmm..." I muttered against my pillow. Or maybe it was hers. It smelled like her.

"You need to slow down," she said, carefully. "You're running yourself into the ground."

Anger bubbled in my stomach immediately. Meredith didn't know what it was like, she didn't have a family to watch over. But I bit any comments back. I knew it was my exhaustion talking, and Meredith didn't need me taking things out on her. "I'd love to slow down, but I can't."

"You took," she started and then stopped, getting off the bed and moving into the bathroom. "Okay," she finally said.

Part of me knew I should jump up after her, demand to hear the end of her sentence or to check if she was really okay. Or even just to hold her. It had been a long time since I held her for anything more than my own comfort. But I just didn't have the energy. She would just have to understand. "Daddy Derek!" Dillon came running into the bedroom and jumped onto the bed, a huge smile on his face. "Daddy Derek! Guess what!"

"What?" I asked, less than enthusistically.

"I gots a loose tooth!" he grinned and placed his tongue behind the loose tooth, wiggling it back and forth. "Mommy says it will fall out soon and the Tooth Fairy will come and visit."

"That's nice," I tried to muster a smile, but failed miserably.

"Daddy Derek, why can't penguins fly?" he asked me, lying down next to me.

"I don't know," I told him, closing my eyes. My head was starting to pound. That had been another feature of the last two months of my life. Pounding headaches constantly.

"What about chickens?" he asked. "Can chickens fly? Or turkey? Uncle George used to go turkey hunting with his daddy. Can turkeys fly?"

"I don't know," I answered again, rubbing my hand along my temple, wishing for the pounding to leave.

"Well, they're birds, aren't they?" he asked.

"Enough with the questions, Dillon, " I groaned.

"One more question," he giggled.

"No Dillon, no more questions," I said, hearing the anger in my own voice as I climbed out of bed and headed towards the bathroom, walking by a very confused and concerned looking Meredith.

"Why not?" Dillon asked, following me.

"It's early and I have a headache and I just can't handle it right now," I told him.

"It's not that early," he giggled. "I get up this early every morning. And you should take some tylenol. Mommy got me some that's supposed to taste like cherries but it doesn't. They lied and I think that's bad because Aunt Izzie says you should never lie. But they lied about my medicine tasting like cherries. Cause it doesn't. It tastes really bad."

"Dillon, be quiet. I told you, I have a headache and I really can't put up with this right now," I snapped at him.

He stared at me, his lower lip trembling and tears filling his blue eyes. "Dill," Meredith came forward, bending down to speak to him, "why don't you go downstairs and I'll be down in just a second okay?" He nodded and turned around, giving me one last sad stare before heading downstairs. Meredith turned to me and crossed her arms. "That was uncalled for."

"Mer, I told him I had a headache. I told him I wasn't in the mood for his chattering. What was I supposed to do?" I asked her.

"Just let him chatter," she answered. "He just wants some time with you. He never sees you anymore."

"You don't think I want to be here, Mer? You think I want to be taking care of my sick mom? I want to see more of him, but I can't. And right now I can't put up with the chatter either," I told her.

"Look I get that you're busy but," she stopped again, taking a deep breath as she leaned against the bathroom counter before finally letting it out and looking at me. "I know," she whispered. "I know. Have a good day at work. Love you." She kissed me on the cheek and then left the room, heading downstairs to her pouty six year old son.

Meredith had been acting like that for that past two months, one second ready to yell at me, the next understand and giving me space. And I loved her for it, I did. She apparently understood that right now there was more important things going on, that my mom needed me, that I had to take care of the woman that had raised me. Meredith got it. And for that I would be forever grateful.

When I finally got downstairs, the kitchen was clean and Meredith and Dillon were gone, presumably to school and work. I grabbed my briefcase from the front table and started out to my car, double checking again for messages as I got into the vehicle, dreading the workday ahead. Four surgeries, an afternoon meeting with Addison about my mom, and then dealing with god knows what later at home.

I missed my perfect life. The one that had involved Dillon spending time in my office drawing fish, surgeries I actually cared about. I missed being excited about becoming a dad, becoming a father. I missed going home to Meredith and forgetting about everything else but how good it felt to be with her. But life had dealt me a different hand now, and I could deal. I was the man of my family, I had to deal. My sisters looked to me for guidance, for advice. My mother expected me to be at every doctor's appointment, to explain things to her, to make sure she was being told everything, no candy coating. Mark had gone on a manwhore rampage in the past two months, sleeping with any girl he could get his hands on. And Meredith, my Meredith, was still strong. Still okay. She didn't depend on me. And it was a relief to have someone who didn't depend on me.

I reached my office, blissfully quiet compared to the busy hallway of the hospital. I didn't want to be here, the day loomed a head of me. Months ago I had loved my job, I had come to work everyday eager to save lives. Not it felt wrong. Because I couldn't save my mom's life. And no one else mattered. Work brought me no joy, it just wasted time I could be doing something else.

I sat down at my desk and buried my head in my hands, trying desperately to stay awake. I would most definitely need an espresso this morning before any surgeries, or I would fall asleep in the middle of surgery. I yawned deeply and reached inside my briefcase to pull out my laptop, hoping to check my e-mails before the day began. My fingers brushed against something soft and worn and I frowned. I grabbed it in my hand and pulled out Sam. The tiny teddy bear that my son carried everywhere with him, my son's other half, his best friend and his brother, had been shoved into my beg. Along with a note, written in Meredith neat hand writing. "Daddy Derek! Mom said you were sad so I thought you might want a friend to keep you company at work. Sam can stay with you as long as you need him. I love you. Dillon."

The tears came to my eyes swiftly as I held Sam close to me, guilt shooting through my veins. My son had given me his most prized possession. He had given me the second half of Dillon and Sam. I cuddled to the bear close, breathing in the scent of Dillon's Johnson's baby shampoo as the tears came down. I couldn't help but remember that morning, snapping at Dillon, not even noticing that Sam hadn't been with him.

I knew I had been an ass to him and Meredith recently, and as much as I knew they both understood, I also knew they had done nothing to deserve it. It was one thing to not have enough time for them, but the little I did couldn't be spent snapping. They were my family too. But I had been an ass. When I got home that night I'd do something to make it up to them. Sam and I would do something.

There was a knock at my door and Addison came in, dressed in her usual outfit of pencil skirt, button down, and stiletto pumps, her white coat worn over the outfit. "Derek," she greeted me, nodding at me a little coldly.

"Addison," I greeted her. "What's up?"

"Meredith," she stated. "I've been meaning to talk to you about her since her appointment two weeks ago. But everything with your mom, well, I just haven't found the right time. Is now good?"

"Actually, no, I have to be in the OR soon and was headed out," I said getting up and placing the bear on my desk chair, trying to ignore my rapid heart beat. I had enough on my mind without having to worry about Meredith.

"Fine, I'll follow you," she said, following me out the door of my office. "We can talk on your way to the OR."

"Can't it just wait, Addie?" I asked her, pleadingly. Because if it could wait it wasn't that serious and I wouldn't have to worry about her.

"If a surgery is more important to you than the health of your girlfriend and child then yes," she nodded. "It can wait."

"What is it? "I asked,as I kept walking. "Please tell me something minor, because I can't handle much more."

"Derek, she's exhausted. She looks dead on her feet. She's lost weight, which definitely isn't what I want to see with a patient a month into her second trimester," Addie stated quickly, falling in step next to me. "And her blood pressure still concerns me."

"What do you want me to do? We have Dillon in daycare. I can't make the woman eat. And well, stress, Addie, I can't exactly take her away from that. So what do you want me to do?" I asked.

"Take care of her," she answered. "I know how much you're here at the hospital, Derek. I can't imagine it's easy for your pregnant girlfriend to come home from work and then have to help Dillon with his homework, make dinner, get him ready for bed, clean up a little bit, and then wait up until all hours of the night wondering if you're going to come home."

I stopped my impatient walk and ran my fingers through my hair. "Don't you think I want to be there? That was the plan, I was supposed to be there. But than life got in the damn way. I can't be home, I have things to take care of."

"Yes, your mom," Addison nodded as she put a hand on my arm. "But, Derek, your sisters can take care of her too."

"I've been taking care of that family since I was 10 years old Addison. Don't for a second think I'm going to forget about them when they need me most," I whispered harshly.

"Fine," she huffed. "But you know what, you have another family now. And they need you too. But you make the decision, Derek. You decide which family is more important to you."

"What?" I asked her, completely taken a back. "You want me to choose between families? You want me to choose who I love more?"

"No," she rolled her eyes. "I want you to take care of your pregnant girlfriend before she ends up in this hospital in premature labor or worse. That's what I want."

"I'm trying my best here, Addie. My life is kind of overwhelming right now and I'm trying my best," I tried to explain.

"And you're failing," she stated. "Go do your surgery, Derek. I'll see you later this afternoon." She turned on her heel and left, her stilettos hitting the tile hard as she walked off towards the stairs.

I ran my fingers through my hair one last time before heading towards the OR. I don't know what she expected me to do, how she expected me to prioritize my life. Right now too many people needed me, I couldn't let anyone down. And Meredith was strong, she was incredibly strong. She didn't need me as much. Or at least I didn't think she did.

The day finally came to an end, after a rather cold session with Addie, an oncologist, and my mother about her treatment. There wasn't really a change yet, the chemo was doing its damage and we would just have to wait and see, which I now realized was the most asinine line doctors could ever use to patients. I vowed never to use it again as I grabbed Sam and went out to my car, prepared to spend a night with my family. Addison's words had been running through my head all day. I was trying my best, I really was. And I thought it had been enough,that Meredith was dealing. Apparently I had been wrong. I just didn't know how to go about fixing it, how to make this all balance without me letting someone down. I hoped spending the evening with my family was a step.

When I got home, Meredith was in the kitchen with Dillon, both of their blonde heads bent over some sort of homework. "Hi," Meredith smiled at me as I came in.

"Hi," I smiled back at her, wrapping my arms around her and giving her a quick kiss hello. She felt strange in my arms now, her rounded belly oddly mismatched against my flat one.

"How was work?" she asked, keeping one eye on Dillon as he wrote something on the piece of paper, not even bothering to greet me.

"Long but not as bad as I had thought it would be," I responded, holding her close to my side. "Some little bear snuck away with me today and kept me company."

Dillon looked up for a brief second, his eyes bright and a smile playing at the corner of his lips before looking back down. "Sorry," he mumbled.

"You have nothing to be sorry for," I approached him letting go of Meredith. "I'm sorry I yelled at you this morning, bud. Things have just been hard recently but I shouldn't have yelled."

"Do you still love me?" he whimpered.

"Of course, bud, I will always love you," I told him wrapping my arms around him,

"I don't want you to be sad anymore," he said as I hugged him tight.

"I wish I wasn't, Dill. I wish I could promise to be happier. But I can promise that I'm not going to yell at you anymore, no more snapping at you or your mom," I told him. I wanted to offer them more, but wasn't sure what I had.

"Okay," he nodded and then kissed me on the cheek. "Love you, Daddy Derek."

"I love you too, Dillon," I ruffled his hair.

"Dill," Meredith said from behind me, "why don't you go upstairs and get ready for bed?" He nodded and ran upstairs. "Sorry," she smiled. "We ate a couple of hours ago. I wasn't sure if..."

"It's okay, I should have been here earlier," I shrugged, kissing her quickly again.

"Are you hungry?" she asked. "I could make you something really quick."

"That would be nice. Did you eat with Dill? Really eat?" I asked her, my fight with Addison coming back to me.

"What do you mean, really eat?" she laughed. "I ate a peanut butter sandwich and some carrots."

"Make yourself something too," I told her. "We're not losing that baby."

"Derek, I'm fine," she rolled her eyes. "Really."

"According to Addison you're losing weight, so please eat something. I have enough to worry about, I don't need to worry about you and our baby too," I told her, trying my best to keep my voice gentle. I promised not to snap.

"I've just lost a couple of pounds," she shrugged. "The baby's fine. I'm fine. Turkey or ham for your sandwich?"

"Turkey. And a couple of pounds is a big deal. You're not supposed to be losing weight when you're pregnant," I argued. "Make yourself a sandwhich."

"You're so bossy," she sighed as she started making a sandwich. "How's your mom doing?"

"As well as can be expected. She's scared but she won't talk to any of us," I frowned.

"She's a strong woman," Meredith said. "Very strong. And very proud."

"And not that easy to take care of. She wants to do this all alone," I sighed.

"She's lucky to have a son like you," Meredith came over with my sandwich, setting it down in front of me and kissing me quickly.

"And I'm lucky to have you. Sorry I've been an ass," I half smiled at her.

"It's fine," she shrugged. "You have your reasons. And anyway," she grinned, climbing into my lap and straddling me. "You've been one hell of a sexy ass."

"Meredith," I sighed into her hair. It felt good to be like this again, to have an iota of normalcy for a second. But it just wasn't the right time. "You know I love you, but not tonight."

"That's what you've been saying for the past two months," she groaned as she leaned forward to kiss me, her fingers tangling themselves in my disheveled hair.

"I know, Mer. I'm just so...I can't. I promise I'll make this up to you," I whispered into her neck.

"Der," she moaned as she started trailing kisses down my neck.

The kisses felt good, they always felt good. And for a second I was tempted to give in, to let her have her way with me. But I was too exhausted to enjoy it, too exhausted to reciprocate. I gently pushed her away. "Not tonight."

The hurt was evident in her eyes as she stared at me. "Why not?" she asked, sounding a little bit like Dillon.

"Mer, don't do this," I said shaking my head. "I'm tired, it's been a long day. And I'm worried about my mom and you. I just can't."

"Fine," she climbed off my lap. "Don't forget to put your dish in the sink." She turned on her heel and headed upstairs, presumably to tuck Dillon in.

Apparently nothing I did tonight was right. I wanted to spend time with them, I wanted to fix things. And I wanted to be that Derek that would have taken Meredith up on her offer and taken her right on the kitchen counter. I didn't want to be sad, I didn't want to piss my girlfriend off. And yet somehow I couldn't manage to make things right. I sighed as I finished my sandwich and took the dish to the sink, washing it and putting it in the dishwasher before turning off all the lights and heading upstairs. I stopped by Dillon's room to peek my head in at the sleeping boy, who had kicked his covers off already. I re-covered him and then moved to my own room. It was dark and I could only just make out Meredith's shape on the bed.

"Mer?" I whispered, to no response. She was either asleep or avoiding me. I would bet money on the latter. I didn't bother turning on the light and just slipped out of my clothes, pulling on the boxers and tshirt that I knew Meredith would have left on the bed for me. I slipped under the covers and pulled Meredith close, relieved when she didn't squirm away.

It took forever for me to fall asleep, but once I actually did, it was a deep sleep that my body had been begging for the past two months. It was entirely dreamless and uninterrupted at least until around three thirty when I felt someone shaking me. "Derek. Derek," Meredith hissed as she shook my shoulder. "Derek!"

"Hmmm?" I groaned, trying to open my eyes but apparently they wanted to stay asleep.

"Derek, wake up," she said. "Derek."

"What's wrong?" I whispered coming a little more awake now as I noticed the urgency in her tone. "Is it the baby?"

"Yeah," she nodded in the dark.

"What? What's wrong?" I asked, fumbling around in the dark to find the lamp switch, my brain wide awake but my body still half asleep.

"She moved," Meredith whispered, pride creeping into her voice.

"What? She...what?" I sputtered, my brain not quite registering what she was saying.

"She moved," Meredith repeated as she grabbed my hand and placed it on her belly.

I felt a slight ripple in her stomach and a smile stretched across my face. For the first time in two months I felt truly happy, truly at peace and where I was supposed to be. "Wow, Mer."

"I know," she giggled. "I had been feeling bubbles in my stomach for a few days, but this, this was different. She's actually kicking."

"It's amazing," I whispered. "It's our little girl."

"Or boy," she suddenly giggled as we both felt another ripple.

I laughed for what felt like the first time in ages, and leaned over and gave her a quick kiss. "I love you, Ms. Grey."

"I love you too, Dr. Shepherd," she smiled and then moved my hand over just in time to feel a third ripple. "She's active."

"We'll have another little hellion on our hands," I laughed, rubbing her stomach.

"I think so," she laughed. "Wait until I tell your sisters. And your mom. They've been asking me for weeks now if I've felt anything."

Mention of my mom brought me crashing back down to earth. This was another milestone my mom had made it too, but it made me worry about how many she could possibly miss. I smiled sadly, reaching back to turn off the light and pulled Mer close again. "I'm happy she kicked," I told her, my voice sounding sad again.

"Derek?" she whispered, concern edging into her voice as she tried to pull my hand back down to her stomach.

I moved my hand instead to the soft curve of her hip. "I'm fine," I whispered.

"No, no you're not," she turned onto her other side to face me.

"My mom might not be around to ever meet this grandchild, " I whispered, the late hour making my words flow easily.

"Oh, Derek," Meredith murmured and then kissed me softly. "She will. I know she will. She's going to be fine."

I tried to regain the smile of minutes before but it was gone. "Can we just go back to bed?" I asked.

"Derek, I'm," she stared at me, and I could see that her eyes were filled with tears. "I love you."

"I love you too. I love you so much," I told her, pulling her closer to me.

"I'm here, you know," she said softly. "When, if...I'm here."

"I know," I nodded. Because I did know. "Thank you."

She sighed as she cuddled further into my chest, one hand on her stomach, the other on her head. "Derek."

"Yeah?" I whispered.

She laid there for a moment, not saying anything and then finally shaking her head. "Nothing. Nothing. Just, go back to sleep."

"What is it?" I urged on, knowing she would toss and turn all night.

"I don't want to worry you," she said, a little snidely.

"Mer..." I warned her gently.

"What?" she sighed. "You have enough things and...I'm sorry. Never mind."

"Meredith, what is it?" I asked.

"Nothing, just forget it," she got out of the embrace and got out of bed, heading to the bathroom.

I sighed and jumped up following her. Something about this time had peaked my interest. "Mer, talk to me."

"No," she sighed, her shoulders shaking slightly.

"Mer," I whispered, truly concerned now as I pulled her into my arms.

"Be happy," she suddenly pleaded. "Be happy that our daughter just kicked for the first time. Can't you at least fake happiness for that?"

I had never felt so bad in my life. "Mer, I am happy. In that moment when she kicked, I haven't been that happy in 2 months. And I am happy. With you, and Dillon and the kicking baby. I couldn't ask for anything more. It's the rest of my life that's messed up. But this...this is still perfect."

She looked up at me and then shook her head. "I almost believed you, Derek," she sighed as she went back to our room, grabbing her pillow. I'm going to sleep downstairs."

"Mer," I pleaded, making a move to follow her.

"No," she shook her head. "Please...not tonight, Derek."

I nodded slowly. "I love you."

"I know," she nodded and then sighed, the tears splashing down her cheeks now. "I'm sorry, Derek. I'm sorry. I'm an awful girlfriend."

"God no, Mer. You've been amazing. More than I could ever dream of," I smiled.

"Let's just go to bed," she sighed as she walked back towards the bed, throwing the pillow down before lying down herself.

I went and joined her, laying down beside her and wrapping my arms around her, letting my hands rest on her belly. I didn't want them there, not now, but I had a feeling Meredith needed them there. "I'm sorry," I whispered, kissing her neck. "God, I'm sorry."

Hate me for all the things I couldn't do for you...