Eleventh grade had come by fast; faster than Derek expected. Meredith was now dating a man named Mark, one of Derek's closest freinds. He sat on his couch, watching his usual hit shows wondering what she could possibly see in him. Sure, Mark was his good friend, and it may have been out of line to say, but Derek had so much more to offer than Mark did. His was puzzled and dumbfounded whenever he brought the subject up to himself; he decided to try not to mention it anymore, but the topic always found its way back into his head. As he lean against the arm rest, his head resting on his hand, he was startled when the buzzing phone nearly fell off the table. Reacting quickly, he caught the vibrating device before it could, reading the caller id: "Mere." He quickly flipped it open, almost immediately sensing that something was wrong. His thought were confirmed when he heard her struggle to breath as she choked back every tear. He tried desperately to calm her with soothing words, but nothing seemed to help at this point.

"He--he just," Meredith's voice cracked under the pressure.

"Ssshhh, Mer, calm down," Derek said as calmly as possible, his anger and frustration building up at the thought of what Mark had done, "Shhh, everythings going to be ok now."

"But Derek, how, ho, how could he?" She mumbled, suddenly breaking into loud sobs.

"Mer, don't think about it babe," he tried so hard to keep himself in his house; to keep himself from running to his now ex-friend and beating him up, before proceeding to his best friends house, taking her into his arms, and never letting her go.

Her sobs slowly came down to small wimpers and loud breathing, "Der. . . .Could you come over, please? . . .I don't wanna be alone." She said, softly, in her now low voice.

"Of course Mer, of course." They said their goodbye's quickly; he ran to his car, rushing as quickly as he possibly could to reach her house; to reach her. She invited him in silently, her eyes wet, and red, full of tears. Cocking his head, he wiped a tear from her eye before entering, pulling her into a long, comfortable hug. She led him to the couch, where they sat close together, her head placed on his chest. She looked up at him, smiling lightly, and as he stared into her soft eyes, he couldn't help but wish she was his, but he knew that she would never see him in that way. After two hours, a Drew Barrymore movie, and three bags of chips, she yawned, stretching her long and slender arms into the air. She decided it was time to go to bed.

She stood up, he not to far behind; turning to him, she said, "Thank you Derek," and placing her hand on his chest, she gave him a quick kiss on the cheek. He only smiled in return, running a quick hand through her hair before pulling her into one last embrace before he left, taking her her heavenly scent. As he reached the door, he turned back one last time to watch her walk up the stairs. All he wanted to do at that point was take her into his arms and tell her, he wanted to tell her that he didn't want to be just friends, that he loved her, but he was just too shy, and he didn't know why.