Leona good observation, I had forgotten that Addie had turned her cell off Lol, so that was a little mistake on my part :P. Connor is just someone to make Addison's men jealous haha but I had planned to write him in before I decided to make Mark nice last chapter. As for what he looks like I'm going for Gerard Butler cos he's my dream guy atm! I think Mer will have a chapter like Addies soon.

Derek and Meredith sat on the bench gazing out into the Seattle forestry. This was their special place, their place where everything felt better. Sure it was freezing and damp but Meredith was a dark and twisty soul so the rainy climate of Seattle was fitting for her. And Derek fitted Meredith so this hence fitted him too. This used to be where they came to be 'friends', behind his wife's back although it was pretty much so they could have an emotional affair. They both sat numbly. Doc was running around happily.

" So you've still not spoken to her." Derek looked down, upset, not even being able to answer.

" I'm sorry." She says.

" It's not your fault, hell she probably blames you but it's not at all your fault. This is all on me."

" But I mean you can't even be sure she does know about prom."

" Meredith come on, don't play dumb. Addison has been gone for days without a word. She had my jacket that night with your underwear was init. Now it's not, of course she knows." He sighed. " Or at least she thinks she knows. She's never going to believe we didn't have sex."

Meredith looked distraught also. She felt terrible; Addison had been so good to her. And now she had screwed it all up. They both had.

They sat in silence for a long time. Derek put his hand on top of Meredith. She stared down at it. It was warm but she still felt dumb.

" What about." He paused. She sensed what he was going to say.

" Don't."

" Meredith."

" No Derek. Just no. Addison is having your baby. She's your wife. You need to spend all your time grovelling for forgiveness. Not thinking about me. Or my baby…now my baby's just mine."

" What so you want the baby to be fatherless? Even after everything that happened with your dad?"

" And the alternative is better? My baby daddy with a pregnant wife? I don't want my kid to feel like the ashamed bastard child!"

He sighed. " It wouldn't be like that..."

" Oh and what would it be like? We would all be one big happy family? Get your head out of the clouds! Addison hates us." She takes a breath to calm herself and starts more softly. " You need to go to her. You need to work this out."

Doc pops up from some trees and runs over excitedly. Meredith scratches his head. She gets up and starts to walk away.

" I love you." She stops moving. She turns her head back a little but doesn't look at him.

" I love you too." She says barely above a whisper. A single tear rolls down her cheek. But they both loved Addison too, she had such a good heart and they had burned her unfairly.

The next day in the halls of Seattle grace, Derek spotted his target and cornered her. Callie looked away, knowing what he wanted.

" Where is she?" he asked.

" If you don't know she doesn't want you to."

" She's my wife."

" Then you should know where to find her. I'm not telling you, you've treated her terribly. Stupid guys always thinking with their pants."

" Look I didn't sleep with Meredith, I know she thinks I did but I didn't."

" I saw you coming out of that exam room. Maybe you didn't actually have sex with Meredith but you certainly weren't being faithful to your wife."

" She wasn't exactly faithful to me."

" But she's been here everyday trying to make up for it since and you, you just keep on crushing her."

He looks guilty.

" I know…but how am I ever going to make it right if I don't know where she is."

" I can't tell you."

She begins to walk away.

" Check your credit card bill." She says without turning back.

Addison listened intently to this wonderful man. They were walking around her new house discussing how to turn it into a home. Her home. She loved how passionate he was about his job; he really was made to be an architect. He started talking about a fireplace.

Addison and Derek lay in front of the warm fireplace. They were naked apart from the blanket covering them. Derek was holding his head up with his hand and was staring down at her. The fire cast a pretty orange hue over his face.

" This has been the best Christmas ever." She smiled.

" What even though I got you a gift you didn't want and it's so cold outside we can't leave the house?"

She laughed.

" Derek I love you, I would want any gift you give me…and you are the worst gift giver ever so its something I can get used to." They both laughed.

" I'm not the worst gift giver ever…right?" she laughed again, not bothering to answer forcing him to start tickling her.

" Okay okay stop." She said breathless.

" This has just been so perfect. Being stuck in here all day. None of our crazy families antics."

" Soon we'll be able to create our own crazy family antics." He smiled and kissed her.

" Soon huh? You know something I don't?"

" I know that you are going to be the most amazing mother and that I can't wait to make lots of babies with you."

She bit her lip.

" We may already have."

He looked confused but smiled.

" What do you mean?"

" I'm late."

" This…this is the best Christmas." He started tickling her more and kissing her. She giggled.

" I love you so much." He whispered into her hair.

Addison sighed as Connor moved onto a new idea and she was brought back to reality. He started talking about ideas for the garden and Addison was sent back to another memory.

Her, Derek and Mark were sitting in the large back yard of her parents beautiful country house. They were laughing talking about an incident with a patient of Derek's. They were taking a rare day off from the busy schedule of running their respective practices. Derek's pager chose to go off in the middle of the story and he looked up apologetically. Addison's heart sank. They spent so little time together these days. He got up and kissed her cheek.

" I'm sorry." And he was gone.

Mark looked across at her, knowing she was annoyed. Mark put a hand on top of hers.

" Its been seven years, you think I'd be used to it by now."

" You shouldn't have to be. He works too much. He promised you so much and then forgot to follow through." She looked down. He took her chin between his thumb and forefinger and made her look him in the eye.

" I know I'd never forget to give you the world." She eyed his lips. They looked so soft. It had been so long since Derek had looked at her the way Mark was looking at her now. Mark inched the tiniest bit closer to her. She did they same. They both slowly kept doing this till their lips were as close as they could be without touching. She looked into his eyes and her breath caught in her chest. She wanted him. Some raindrops started to fall and she came out of her moment of insanity. She pulled back.

" We better get inside. It's going to pour."

What almost just happened? That's Derek's partner and oldest friend.

They walked into the kitchen and discussed how it should be laid out. She leaned against the counter.

She was sitting in her kitchen in brownstone. This was a rare occurrence since she didn't cook and her and Derek were barely home anymore. She sipped her wine. She heard the front door open and close her a second later her husband appeared.

" Hey." He kissed her head.

" Hi." She said quietly without looking up.

" What's wrong?"

" Nothing." She replied still not looking at him. He sensed she was unhappy with him.

He sat down next to her.

" Listen I know I've not been round much lately but it's just because of these big cases. As soon as there over it'll get better." She felt the tiniest surge of hope but quickly swatted it away and gave him no response.

" Maybe we could even go on vacation? You know take a few weeks sun, sea, sex?" she smiled hoping so badly.

" Sounds good, I'll look at places?"

" Yeah definitely. We can go soon just after these patients surgeries. Promise." Her heart sank back into her chest. Her broken marriage was based on 'promises'. There wasn't a hope in hell now.

The two continued through to other rooms.

" So you know what you wanna do?"

Oh yeah she knew. And she knew sadly that it didn't involve him. He really was a great guy. He'd be perfect for her, if only they'd met under different circumstances. She wasn't about to ruin him with her crazy life. Besides this trip down memory lane had opened her eyes. She had unfinished business.

She finished packing the last of her clothes into her suitcase. She was going to miss having 24-hour room service. She left the room and went into the elevator, getting off a few floors down. She knocked on the desired door. Mark Sloan opened it and looked at her surprised.

" So we're friends?"

He nodded. " Yeah."

" Fancy helping a pregnant woman move house?"

Five minutes later she and Mark were stepping into the elevator.

Down in the lobby, Derek was also entering an elevator. After 10 minutes of arguing with the receptionist to get Addison's room number, it was policy not to give it out, he had finally gotten it and raced to the elevator. He fidgeted in anticipation during the ride up. It couldn't move any slower. The doors opened and he ran out. He found the room and chapped the door. After a few moments of no sound from inside the room, he began banging more loudly. After calling out her name repeatedly, he resigned to the fact that she was not there.

Riding back down to the lobby and went back to reception, much to the receptionists obvious dismay.

" She wasn't there, do you have any idea where she might be?"

" No. I'm afraid Mrs Shepard has just checked out. She did leave a very generous tip, she said it was on her husband – or should I say you?" She smirked, enjoying informing him of this after him being so rude before. Derek's heart raced, she must be going home! He nodded in response to the woman and turned to leave.

" There was another thing." He turned back, hopeful for a sign. " She wasn't alone – she had another gentleman with her."

Derek turned and started to walk away. He shouldn't be surprised. Addison didn't do anything in halves. He got a lump in his throat as reality set in.

" Addie this place is awesome. Very…you." She chuckled.

" Thanks."

Mark picked up a note from the counter. " Who's Connor?"

" A guy I met." He raised his eyebrows at her.

" This is the part where I would say I didn't know you were on the market however since we're friends and all I'd have to say moving house without your husbands knowledge hell buying a house without your husband knowledge isn't right. Let alone meeting guys…"

" What and my husband screwing around at prom is right? And as for meeting guys, you're just jealous it wasn't you." She said getting a little ratty.

" You are so hot when you're mad." She narrowed her eyes at him in mock annoyance but was soon smiling.

She sighed, " Come on let me show you the rest of the house."

Derek arrived back home to an empty trailer, a little disheartened to find Addison not there – even though he knew she wouldn't be.

His eyes fell onto a picture of them. It was taken years ago, they looked so deliriously happy. He looked at his wife's beautiful face, feeling blue. Mostly he felt worried though. She was now officially god knows where doing god knows what and most importantly, with god knows who. And to top it all off she was carrying his child, a child that he knew nothing about since he hadn't spoken to his wife. Please god, he silently prayed, I know I've hurt her but I need a chance to make it right.

His cell started ringing. He whipped it out as fast as he could.

" Addison called. She coming back to work tomorrow." The voice of the chief boomed down the phone.

God had thrown him a bone.

I know Merediths not been init much but she will be soon ;) Hope you liked the flashbacks, was going to do more but didnt. Think ill have more in other chapters though. REVIEW PLEASE :)