Meredith felt herself being driven down a dark highway in a nice car with leather seats. She felt like everything was going so fast, but that was the fun part. Looking down, she noticed Mark was still holding her hand, but moving it every so often to change gears. He looked over at her and smiled.

Was this something he did with every girl? Because for once he seemed sincerely happy. Or maybe that was just the prospect of sex talking. Either way Meredith felt lighthearted and let out a chuckle at the fast passing lights outside the tinted windows.

"Mark?" she said, turning to face him. He didn't turn, just seemed to keep driving with no change in posture. "Mark," she said again, squeezing his hand for a tiny second. The movement seemed to get him out of his trance.

"Yeah Meredith?" he let go of her hand to turn down the music they were blasting.

"Where are we going?" she turned to face him and grabbed his hand again. It had been a while since she felt like her touch meant anything and Mark made her feel wanted, even if it was part of his big sex scheme.

Mark looked down at their hands intertwined, like this wasn't something that happened often. He looked back out to the road. "To my apartment," he said, turning back to Meredith. "And trust me, Mer, you should feel lucky." His face turned into a confident, sexy type of grin. "Not many girls get to go there."

Meredith rolled her eyes. "How lucky am I to be allowed into Mark's palace of sex!" she said, laughing. She laughed and laughed. Why was she still laughing, it wasn't funny. Her laughter turned to tears. Silent and heavy tears rolling down her face. Mark didn't notice at first, but when she took her hand from his to wipe her eyes, he looked up and saw the mascara running down her face. "Mer?" he said, not taking his eyes off the road. "What's wrong? Do you not want to do this?"

"No I do… I really do," as she said that another quiet sob rolled through her body. "It's just, everything I do in life goes to shit!" she put her head in one of her hands and sighed. "And I also managed to have this realization in the car on my way to have sex!" No one said anything for a minute.

"Well I have every intention in not making our friendship go to shit, if that means anything," Mark said really slowly, trying not to make her more upset.

Nothing was said until the end of the car ride.

"Here we are! Mark's palace of sex," he announced, walking to Meredith's side of the car and opening the door. He pulled her up and held her by the waist as they walked upstairs. When they reached the front door he pulled out the keys and unlocked it, revealing the inside.

Everything was luxuriously upholstered and flawlessly upheld. Meredith wasn't sure what else to expect.

Mark grabbed her lightly by the shoulders and directed her towards a hallway. "Second door you see is a bathroom. Go clean yourself up, and rest. It's been a long day." Meredith didn't respond, but instead have him a hug of appreciation before going into the bathroom and closing the door.

Fifteen minutes later, Meredith opened the bathroom door in a fluffy bath towel. She walked out, still amazed by the apartment. It overlooked Seattle with a beautiful view of…

The fairy boats…

He's not Derek, she told herself. And for once she was happy about that. Mark wasn't so nosy when it came to her problems, but still open. Or so it seemed. She was still convinced he just wanted sex. She walked forward to the only door with light behind it. She knocked.

Mark opened the door. He was shirtless and wearing pajama pant. Meredith tried not to stare, but its hard not to be distracted by an extremely attractive, fit, shirtless man. He let her in. She came in and sat on his bed. He sat next to her and wrapped his arm around her. She looked up at him.

"Mark, I still want to do this," Meredith said, looking into his eyes. "Really, I do."

Mark shook his head. "Meredith I'm not having sex with you. You're not thinking straight. I don't want you doing something you regret."

Meredith shook her head. "No, Mark. Seriously. I'm completely sure."

"Sorry Grey," Mark said, taking his arm off her shoulder. Meredith grabbed his face in her hands and pulled him closer until their noses were touching. Mark leaned in, so once again their lips were lightly brushing against each other.

Meredith closed her eyes. "Mark," she whispered against his lips.

His face turned to a teasing grin. "Not a chance," he whispered back, turning away. He patted got under the covers and patted the bed next to him. "Come on, Dr. Grey. Let a little stress off."

"I… I gotta get home," Meredith said embarrassed. How could she get involved with an attending? Again!

Mark shook his head and laughed. "Mer just get in the bed. Any taxi will charge you a ridiculous amount just to get back."

Meredith weighed her options. She'd honestly rather stay here and put away her pride. She got into bed and tucked herself under the covers, facing Mark. He put on some movie neither of them watched, but instead fell asleep.

A few hours later Meredith woke up. She looked at her watch. It was about 3 in the morning. She looked over at Mark. He was sound asleep. She wanted to see something. Just test it, to see how it would feel. She leaned over, and very softly pressed her lips to his cheek before turning back towards the wall.

She felt Mark stirring behind her. He wrapped his arm around her waist and pulled her closer to him. As they both began to drift closer to sleep, Meredith instinctively rolled over, facing him.

Mark ran his hands through her hair, effectively waking Meredith up.

"Meredith?"

"Yeah, Mark?"

"I've decided something."

"And what's that?"

"You're emotionally stable enough to know what you want."

Meredith smiled in the dark, burrowing her head in his neck. "Yeah I believe I am."

Mark pulled her closer. "Yeah I'm definitely agreeing with this thought process." He adjusted herself so that she was underneath him.

Meredith just smiled and allowed herself, as she was during the activities of the night.