a/n: this is a pretty heavy chapter compared to the rest of the story but it must happen... and never fear, there's a happy ending to this chapter!

disclaimer: i own grey's anatomy as much as i own the world... but i do own holli


"Addi-son!" Holli sang as Addison walked into her room, "Good news!"

"Hey Holls. What's up?"

"Is Hot In- I mean Karev, coming today?"

"Uh, no. And since when are you so interested in him coming? What he do now?"

"He did nothing. And I don't want him here today, cuz today is dedicated to talking about him," Addison started to protest to that, but Holli interrupted, "Nuh-uh, you don't get a say in this. I claim this my day, which means we do things my way."

"You're a brat, you know that, right?" Addison asked playfully, but more than a little annoyed that Holli had so much control over the situation. If there was anything Addison hated, it was not being in control. Well, that and Mark Sloane, but that's a totally different topic and a totally different kind of hate.

"Yes, I do. I was well trained in the art of brattitude by none other than the queen of all brats, my mother."

"You really shouldn't talk about her like that you know."

"I know I shouldn't. Doesn't stop me from it though. Especially since I know it's true. You know it's true, too. I know you do. And now I'm starting to rhyme, so I'm going to change the subject, because if I don't then I may do something that would be psycho certifiable," Holli said, trying to make a joke out of her least favorite subject. Truth be told, if they continued on this topic of her mother, then Holli's bubbly exterior, the perfect façade she worked so hard at maintaining, would break and Holli knew she'd have a melt down. That was the problem with this whole all perfect all the time defense mechanism that she and Addison had adopted, one little move and it crumbled away, leaving nothing but that vulnerable part of yourself defenseless and practically destroyed. "On to my new favorite topic, Hot Intern Guy! I mean Alex. I mean Karev. And would you stop giving me that goddamn McSatan glare!"

Addison's heart beat just a little bit faster at the mention of Alex's name, since she was used to him being referred to as Karev, Hot Intern Guy, or Evil Spawn, but she managed to keep control and asked coolly, one eyebrow raised, "McSatan glare?"

"That stupid glare that you give everyone when they annoy you. That's what the nurses and Alex, I mean Karev, call it, and you know what? They're right. I swear to God, that is the look Satan will give you when you end up in hell!"

"Who says I'll end up in hell?" Although, now that Addison thought about it, the possibility of it wasn't that small. Sure, she worked as a doctor and saved a bunch of lives, but she had cheated on her husband. With his best friend no less. What kind of person did that? Finally a question Addison could answer! A frigid bitch who couldn't look into her own eyes in the mirror because they betrayed everything that she had done and the anger she felt at herself. A person who bought herself insanely expensive clothes and makeup to make sure that she never looked like the monstrous person she felt like. Someone who would sabotage themselves and their happiness and could never, ever do the right thing! That was the kind of person that did something as awful as that. (Please note that I don't actually feel like this, but it's Addison's inner monologue, and this is what I think she would say.)

"I don't mean you, you, I mean you in general, you know?" Oh.

"Okay, then. Well it's been nice talking to you, but I've got to go now," Addison was insanely ready to get out of the room, away from the look Holli was giving her, the one that saw that she wasn't as perfect as she made herself out to be. The one that understood. That was the weirdest thing about Holli, she totally got Addison. She saw past that front that she worked so hard to keep up, right to where she kept her cold, shriveled heart

"Oh no you don't. We are going to talk about this if I have to kidnap and torture you!"

"Isn't this torture enough?" Addison groaned.

"Uh, no. Anyways, back to Hot Intern Guy."

"Would you stop calling him that? His name's Alex. I mean Karev!"

"Look, I don't care what you say about him; just as long as it's not the normal 'I don't like him' crap. You and I both know that you do, you just won't admit it to yourself. You can barely string sentences together when he's in the room and any time he touches you, you can barely function. So don't you dare give me any of that crap. Both of you are so sickening! He watches you like you're the Crown Jewels and he's the guard! And you should see the way he looks at you! When he does, it looks like you're the only thing on the planet! And when he makes you smile? He looks like the happiest man in the world! I'm so sick of watching him watch you! Neither of you are happy! You want him and he wants you so what the hell are you waiting for? What are you so frickin afraid of?" Holli was yelling and on the verge of tears by now, just so mad that Addison would refuse happiness just to keep up that stupid wall. "Don't you get it? You have someone who loves you more than anything in the universe! My own mother hates me and you have a guy who loves you insanely! Do you know what I would give to have my mother love me a millionth of as much as he loves you? And you're going to ignore it? Why can't you just accept it? Why can't you be happy? Are you really going to give him up, just so that you can keep your stupid perfect shell? Because if you are, then you're even more fucked up than I thought," she was sobbing now, giant heaving sobs that shook her entire body.

Through the entire tirade Addison had been across the room, staring at Holli at first, in shock that someone would yell at her like that, and then at the floor, ashamed that everything Holli said was probably true. Seeing that her godchild, her friend, was so distraught she quickly crossed the small room and hugged her. Holli hugged her back and held on for dear life, as if Addison was the life preserver and she was swimming in a shark infested sea.

"Shh, it's okay, it's okay," she muttered soothingly, stroking her godchild's hair and gently rocking the two of them back and forth as she and her closest friends used to do when they were this upset. This went on for a couple minutes until Addi could gather the courage to mumble in Holli's ear, "I'm afraid," Addison mumbled in Holli's ear. Holli pulled back, looking questioningly at Addison, searching her face with her eyes. "I'm afraid," she said a tiny bit more confident. "I'm afraid of being alone, of being rejected. What if he ends up hating me? What if it ends up that I'm just not good enough for him? What if he falls in love with someone else? What if he cheats on me? What if I cheat on him? What if I hurt him? What if I get hurt? I can't be hurt anymore, Holls, I just can't. I can't be left alone again. If I stay in this loneliness, then I'll be fine, because I'll never have left it, never have gotten my hopes up that there might be someone that'll stay with me."

"First off, you're good enough for anyone; they're the ones who should be worried that they're not good enough for you. Secondly, you're never going to be happy if you keep thinking like that. You over-analyze everything. And those are all the bad 'what ifs'. How about, what if it ends up perfect? What if this is your chance at love? Are you really going to blow that chance? And lastly, you're never going to be alone, because you'll always have me. Yes, I know that a) that is a total cliché, and b) you mean a guy, but honestly, in the couple weeks I've been here everyone's become more of a family to me than my own. You're more of a mom than my own mother is! Before I ended up here, I was completely empty, but now you've given me a chance to fill back up again! And the only way I can think of to make it up to you is to promise that I'm always gonna be here for you. I don't want to see you lonely, Adds. It hurts me more than almost anything that you're all broken inside. But it pisses me off that you are going to pass up the chance to be fixed, just because you're afraid of what might happen. Let Alex in, because I can see he sure as hell wants to be let in. Just let it happen! If it's meant to be, then it is. And if it's not, then you can come here and bitch and moan and just break down. But I won't let you pass this up. You want to go and kiss him, so go kiss him. But you might want to fix your makeup first, cuz your mascara's running," Holli finished, making Addison laugh.

"Alright, Holls. Fine, I'll do it. You give one hell of a pep talk, Carpenter," she said, walking out the door, but paused, "Your mother doesn't hate you Holli, you know that."

"I don't want to talk about it," Holli mumbled, pissed at her mouth for letting her wall be broken down right along with Addison's.

"Okay, but like you've said multiple times, I will get it out of you, and nothing will stop me, nothing," Addison turned on her heel and went to find Karev.

--------------------------

She spotted him walking down the hall near Jane, Ava now, Doe's room, by the on-call rooms. Her heart started to beat crazily and she suddenly got very nervous, thinking about what she was going to do. The damn stilettos on her shoes made walking fast difficult, and she could forget about running, so she called his name, "Karev!"

He turned at the sound and saw Addison striding as well as she could in her heels towards him. "Dr. Montgomery? What is-" That was all he got out before she crashed her lips onto his and they stumbled into an empty on-call room.


see, i told you there's a happy ending! anyways i'm gonna let you review now (hint, hint)