Five minutes. Three-hundred seconds. That was exactly how much time had passed since Alex had put himself out on the line only to be rejected. He knew because he had been staring at nothing but his watch since entering Janelle's room. He could hear Addison in the background shuffling papers and then asking a somewhat conscious Janelle how she felt, but the biggest part of him was lost in his mind. Alex Karev had been shot down. No woman had ever denied him. Well, there was Izzie, but that was ancient history and Alex did not blame her for keeping a safe distance. He had slept with Olivia last year just when things between them was good, and then she fell in love with and lost Denny. Neither of them was in the right place to start something. Maybe that was it with Addison too. She had just been through a painful divorce with Derek Shepard. That bastard. Alex still felt his blood boil every time he thought of how that jerk had played both Addison and Meredith. Both girls deserved so much better than him. Meredith disagreed, and she was already seeing him again not even a month after his divorce from Addison was finalized. Addison had to be heartbroken. She was forced to walk the halls everyday met with pity and gloating stares from Derek. No one, no matter how strong a person was, could carry that weight on their shoulders without experiencing some long term aftereffects. Addison was probably being cautious because she had heard things about Alex and how he was the resident playboy of Seattle Grace. All that was true, well, it had been. He had changed a lot recently. He wouldn't let Addison down. She had always had faith in him as a person and his medical abilities, and he planned to return the favor. He would swallow his pride and to whatever it was she needed. She was what mattered.

"I'll wait", Alex whispered just loud enough so that only Addison could hear his promise.

Addison glanced over at him, uncertainty evident in her emerald eyes. She couldn't do this. Not here, not now. Alex was a good guy. Despite the way he came off to most people, deep down he was so far from the arrogant jerk he pretended to be. At least, that was what Addison had gathered from their short time working together. What if she was wrong? Her heart couldn't afford to be wrong. Even if she was willing to give Alex a chance, well, he was an intern. It was bad enough that Derek was with Meredith and Christina was with Burke. It was unethical, and she didn't want to risk the one thing she had left…respect. People may not appreciate her closed off attitude, but they did admire her work as a surgeon. No one could say anything negative about Addison Montgomery's professional attributes.

"Alex…", Addison responded in a meek tone.

She was desperately trying to fight off his advances. What would he want with her? He would charm her long enough to see how she was in bed, and then she would catch him in the arms of some other woman. It had happened with Mark only two months after they were together, and it had happened with Derek when she returned to Seattle with the hopes of repairing their eleven year marriage. People always left her. It would not be any different this time. Alex may think that he saw something in her, but he would get bored and move on. Addison would be left alone once more, and she would be more of a mess than she was now. She couldn't afford to break just when she was finally starting to put the pieces of her soul back together again.

"You matter to me, ok?" Alex knew that he could be overstepping boundaries, but he didn't know what else to do.

He had to find a way to get through to Addison. He had to make her see that he just wanted to make all of her pain and fear go away if just given the chance. He hadn't realized until last night when his gaze caught hers how much he cared for this woman. He had always fought with her since day one of her arrival at the hospital, and he used to take pleasure in nicknaming her with the other interns. McHot…Satan…The She Shepard. The problem was, she wasn't any of those things at all. Addison was so much more. She came off distant, but it was only because of personal problems that she tried so desperately to conceal from the outside world. She had cheated on Derek, yes, but he had returned the favor. He had lead her on when she mustered up the courage to fight for what they shared, and in the end she was left playing the part of the fool as he held hands with Meredith in the hallways as she passed by. Alex understood. He understood better than anyone possibly could. It was exactly how he had felt when Izzie abandoned him for Denny.

"Trust me, you don't want me Alex. You may think you do, but I'm not what you need." Addison sighed, looking straight at him for the first time since they had entered Janelle's room.

She did not want Alex making a mistake. She didn't want to make one either. She could see the sincerity in Alex's eyes, and it was touching, but a fantasy nonetheless. He thought he could save her from what had happened with Derek and Addison, and he thought that she could save him from Izzie as well. They weren't perfect though. Both were flawed, and there was more of a chance that they would destroy one another than fix one another. Addison could see it all playing out in her head now. Alex would realize that Addison's wounds were too deep to mend, and he would grow frustrated with himself for not being the man he had wanted to be for her. She would eventually begin to blame him for her unhappiness too, and everything they built would crumble. There was no use in starting something that would end up nowhere.

"You're wrong. You're exactly what I need." Alex smirked, reaching his hand out until it rested on Addison's shoulder.

She stiffened under his touch at first, but in the end she finally gave into his demands and relaxed. Alex knew that it wasn't easy for her, and he appreciated her willingness to listen to him one more time before making her final judgment.

"It's just dinner at Joe's. I'm not asking for anything you're not willing to give." Alex released his hand from Addison's body, and stepped back to give her the space she needed. He had said what he needed to say, and the rest was up to her. He would respect her no matter what she decided. Addison sighed, wondering what she was about to get herself into. She knew that she should just walk away, but Alex's voice caused her feet to stay planted firmly in place, and despite her best efforts, she felt a small smile find it's way to her face.

"Ok, Karev. One dinner."