NOTES: I haven't updated this fic in forever, and I had this chapter just sitting around waiting on only a little bit more writing to finish it so I decided to dust it off and work on it. This is the first of the Derek chapters, enjoy!

Derek Shepherd clicked his pen a few times as he stared down at his class outline for the third time.

"Seat taken?" a chipper voice asked and he looked over for a moment before shaking his head. He immediately did a double take as a gorgeous woman sat to his left and set down her folders, books and removed her glasses, tucking them into her shirt. She had long glossy red hair and captivating eyes. Derek was awestruck.

"Addison Forbes Montgomery," she smiled, extending her hand.

"Derek, Derek Shepherd," he replied calmly, trying to keep his composure and not look like the typical male college student.

"Nice to meet you, Derek, where are you from?" Addison asked.

"Brooklyn," Derek answered, "And you?"

"Manhattan, upper west side, guess we didn't search to far, did we?" Addison laughed.

"Hey, I think NYU is a good choice," Derek shrugged with a coy smile.

"Agreed," Addison said.

"Upper west side, eh?" Derek asked.

Addison smirked, "Yes, jump to conclusions, I'm used to it."

"No, no conclusions..."

"Yes, I'm a rich girl. Though I don't like to use my money to dictate who I am."

"What about your looks?" Derek smirked.

"Are you hitting on me?" Addison laughed.

Derek shrugged, "Oh, I don't know, would you like me to?"

Addison laughed, " Well if we're going that route I like your hair."

"Thanks, I take pride in my appearance," Derek chuckled.

"I can see that," Addison replied.

The professor entered the room and Addison slipped her glasses back on, searching for her outline, Derek smiled and slid his over and Addison smiled back at him, mouthing thank you.

The professor went on and on about immunology and Derek half paid attention, he couldn't help but glance over repeatedly at the gorgeous red head next to him. He tried to pin point exactly who she reminded him of as she tucked her hair behind her ear and stared down at the professor with the utmost respect and full attention. She smelled like roses and her skin was pale and perfect, she caught him looking at him out of the corner of her eye and smirked.

What? She mouthed.

Derek smiled and shook his head and pretended to pay attention to the professor as Addison pulled out a slip of paper and scribbled on it.

She slid it over to Derek who eyed it and then took it into his hand.

You can stop ogling me, here's my number. 212-555-4324.

Derek grinned and gave her a nod.

Addison scribbled something else and slid it Derek's way.

I like coffee. A lot. Yes, I'm dropping hints.

Derek flipped the note over and scribbled something on the back, How about lunch...on me?

Addison nodded as she read the note and as soon as class was over Derek turned to her, "You like gyros?"

"I am a New Yorker, aren't I?" Addison laughed.

"Great, you have class now?" Derek asked.

"No, I have anatomy in two hours..."

"Professor Chan?" Derek asked.

Addison nodded, as Derek spoke, "Looks like we have Anatomy together too, so how about those gyros?"

"Sounds like a good idea," Addison smiled.

Derek was reading over his outlines as he heard a knock at his bedroom door.

"Come in," he sighed.

His best friend, Mark Sloan slipped in, eating a sandwich and smirking.

"I love your Mom, always saves me money coming over because I don't have to buy dinner," Mark laughed.

"Yes, use me for my mother, ass," Derek laughed.

"Hey, beats mine...where were you at lunch today...you know what, where were you after classes too?"

"Busy," Derek shrugged.

"Ahh, you get lucky?"

"Why do you always assume I got some if I say I was busy?" Derek asked. "I'm not you."

"What's her name?"

"Addison, and we just went out for lunch and then for coffee," Derek shrugged.

"Pussy," Mark chuckled. "Wait, Addison?"

"Oh shit, did you sleep with her?"

"I was debating it, if she's the tall red head with the yes...fuck you Derek, please say the Addison you're talking about is some mousy nerd."

"No, tall red head with the eyes, gave me her number even."

"DAMNIT. It's the hair isn't it? You won her over with the hair," Mark groaned.

"The hair always wins," Derek smirked.

"Eleven phone numbers and you get the most coveted one…what's she like?" Mark asked.

"Since when do you care about personality?" Derek laughed.

"I don't… "

"But…?"

Mark shrugged.

"She's sassy. I like it. She's forward but sophisticated…sultry voice. She's a catch, that's for sure."

"I hate you," Mark growled. "You get the screen queen, old Hollywood beauty and I have the cheerleaders who have done half the football team already."

"Aren't they your type?" Derek asked.

"I'm bored of them," Mark sighed.

"I'm sure you'll find your own 'screen queen' as you put it."

"Shit, I better. I'm the good looking one here," Mark grinned.

"Oh? And I'm what then?"

"They guy with the hair," Mark laughed.

"You're jealous, it's almost…feminine? You're acting like a little girl, I find it amusing."

"Little girl? Yeah we'll see who the little girl is when you come to me for advice," Mark stated.

"What? How to get into a girls pants in less than five minutes?"

"Something like that," Mark chuckled.

Derek was more than happy to have Addison find him and sit next to him in immunology the next day.

"Good morning, Derek," she smiled, sliding over a cup of hot chocolate.

"Good morning yourself, Addison. You brought me coffee? Nice! I appreciate it," Derek said.

"No, not coffee," Addison said, shaking her red locks wildly. "Hot chocolate."

"I didn't picture you to be a hot chocolate sort of girl," Derek grinned.

"Oh, I'm full of surprises," Addison laughed. "Plus, I didn't want to steal your thunder and buy coffee."

"Ah, I see. Well I appreciate the lack of caffeine in the morning," Derek laughed, taking a sip. "Oh, well, fantastic tasting lack of caffeine I mean…"

Addison scooted close to Derek and leaned in to ask him a question, "So are we going to do this lunch thing on a regular basis?"

"I…if you'd like I think I can fit you into my schedule," Derek grinned. There she was, perfect in every sense of the word and Derek wanted to sink into nothingness. He wasn't good enough for her. She was a rich girl with fancy clothes and an expensive car and he was a Brooklyn boy with scholarship and a dead father. Her smile lit up the entire room and Derek wondered why she liked him enough to make their lunch dates a regular thing. He couldn't offer her the lifestyle she was used to but she still sat beside him, smiling and batting her blue eyes.

"Good," Addison smiled. "Because I've cleared mine for you."