A/N: I'm so sorry for that delay. I promise to make it up. I'm excited for the response so far and think you guys will continue to enjoy this. So here's the next installment.. let me know what you think!

Derek kept the smile on his face as he turned ahead a few pages, jumping forward in time. A groan settled near the back of his throat as his eyes rested on a familiar photo, but the smile remained. He remembered that time very well. He remembered his mother making them pose, against both of their wills. It was Meredith's first day of junior high and she was finally joining him in his last year at the expensive private junior/senior high school. It was six year school that most of the kids in their upscale neighborhood attended. He remembered Ellis had been on call and so his mother had offered to drive Meredith on her first day, but not of course without posing for the camera first.

This was around the time the whole mother – daughter drama had begun. Meredith was becoming old enough to realize she needed a mother in her life and was beginning to see just how unwanted she really was. Even now, years later, Derek's heart ached for the pain she endured, for her desperate attempts at gaining any attention she could from her distant mother.

FLASHBACK

"Well if it isn't Strawberry Shortcake?!" An older boy called from behind Meredith's back.

She focused on stuffing the heavy school books she wouldn't be using for homework that night and gathering her book back and keychain that held the key to her empty house, doing her best to ignore the two boys that seemed to get cheap thrills from torturing her.

"Strawberry Shortcake?.. Na… how about… Pinky and the Brain?" The boys rolled with laughter, finding their incredibly lame sense of humor hilarious.

"Pinky and the brain? I like it? But did Pinky have braces?"

"I don't know... why don't we ask brace face which she prefers?!"

Meredith clinched her jaw and tried to calm her anger as she stared straight ahead. She knew better than to waste her time on immature morons like these two, but when the name calling started up again and the annoying laughter followed, something snapped.

She swung around to face the older boys, her face red and fists clenched. In a quick movement, she grabbed the closest boy by his t-shirt and threw him up against the locker, pressing him there with surprising strength from her arm.

"You've gotta be kidding me? You're seriously going to stand here and bug me when I have more important things to deal with then you two ass hole's. I've got a history final coming up and my science experiment is due tomorrow! You want to act like little kindergarten bitch's then that's fine… you want to stand here and pretend that what you say about me actually matters…than that's fine too! Just stay out of my face! And for the record… you smell like crap!"

She released the tight hold she had on the surprised boy and turned to pick up her bag she had dropped to the ground. Slamming her locker shut, she was about to turn and leave when she heard one of the boys mumble something under his breath, trying to hide it as a cough.

"Psycho."

That was the last straw for Meredith. Dropping her book bag once again, she tightened her fingers into a hard fist like Derek had taught her and swung around, running smack dab into a solid figure. The strong boy picked Meredith up easily and moved her back a few feet from the other boys she was about to assault.

Looking up, she met Derek's concerned blue eyes looking at her quizzically.

"Dude…that chick's crazy! She just went all cage fighter on us for no reason."

Derek released the grip he held on Meredith and turned to face the bullies.

"You know what. I'm feeling generous today. I'm going to give you two to the count of 3 to get the hell out of my face before I let her beat you to a pulp with her tiny little ineffectual fists. And you can bet that I'll finish what she doesn't. So beat it. Now!"

Derek didn't need to offer another word as the two boys were already high tailing it down the hall, too scared to even look back.

He sighed and shook his head, picking up Meredith's back pack for her and dusting it off, leading her to a near bench. They sat side by side, the silence between them being enough for the moment.

Even though Derek and Meredith had grown apart the last few years, high school activities pulling him further away and making them both more aware of their age gap, he had never once stopped looking out for her. He cared for her like she was his own sister and would stand in front of a bus for her. He got her, and he was the only person in her life, save his mother, who bothered to do so.

Meredith played with the frayed friendship bracelet that was tied around her thin wrist. This was Derek. She shouldn't feel foolish or nervous sitting next to him, but she couldn't help it. He was a popular senior and there wasn't one girl in the whole school who didn't have a mad crush on him. Embarrassingly, she wasn't excluded from that group.

Derek cleared his throat and finally spoke, breaking the silence between them. "Can I ask… why the pink hair?"

Meredith shrugged and offered a half smile. "Trying to make mom mad."

He nodded a moment, playing with her answer in his mind. "Did it work?"

She scoffed. "No. She didn't even notice."

Derek frowned at the dejection in her voice. "Wait till Mr. Haskel sees, I bet it'll blow his toupee through the roof."

She shook her head quickly. "He already did. I could tell he wanted to say something… but mom gave that big donation to the science department last year, so…"

She let her voice trail off, not needing to finish the rest of her sentence.

Derek sighed and studied the girl he'd known since only a few weeks old. He could see the pain so clearly in her eyes and wished there was something he could do to take it all away. But knew that the only person who could ever completely fix Meredith was Ellis, and that wasn't going to happen any time soon.

"Hey Grey!"

They both looked up to see Mark come trotting up to their spot in the hall way. Derek nodded to his best friend and Meredith gave an attempt at a smile.

"I heard you almost roughed up two sophomores!"

Meredith rolled her eyes and Derek let out a chuckle. News traveled fast at their school.

"Anyways," Mark continued. "You better hurry Derek, Coach Peterson wants you to pitch tonight, he said you should start getting warmed up."

Derek nodded and Mark winked at Meredith before hurrying away towards the baseball field, leaving them alone once more.

"You can go Der. I'm fine. You didn't have to do what you did… but thanks." She smiled and finally met his gaze, her green eyes getting lost in his blue ones.

Derek returned the smile. "Sure I did. You're my Meredith." He said as if it were the most normal thing in the world.

"My Meredith." She laughed. "Seriously?"

"You always will be Mer." He laughed softly and she turned to see a few more of Derek's friends, dressed in their baseball uniforms waving him over.

"Good luck at your game." She offered, still staring straight ahead.

"Thanks Mer." He answered softly.

Meredith turned to say more at the same time Derek leaned in to rest a kiss on her cheek, his lips brushing barely against the side of her open mouth. Her eyes widened in shock as he winked and jumped up, tossing a quick wave at her stunned form as he jogged away, disappearing around the corner.

She sat there a moment, her fingers slowly coming to her mouth where she could still barely feel his flesh on hers. She knew it was silly, that she was being ridiculous. It had been an accident. He hadn't meant to kiss her mouth. But she didn't care. In her mind it counted. This day would forever go down in history as the day she had her first kiss. And even better, it would go down in history that her first kiss had been from Derek Shepherd.

As the years passed, time shifted Meredith and Derek further and further apart, as it so often has the tendency to do. Derek went off to an out of state college, coming home for a quick Christmas here and a brief summer there. And Meredith had focused on her academics, earning herself prestige scholarships at more than a few Ivy League colleges.

As her senior year ended, she found herself eagerly awaiting her last summer of freedom before entering the grown up world. Only a couple months left and she would be out from under her mother's absent, but dominating, control. Her official graduation ceremony was the only thing now standing between her and her carefree days laying around the pool, bidding farewell to her youth.

Derek found himself pulling up into the long driveway of his parent's house. He parked his jeep and stepped out of the vehicle, stretching his sore legs from the long trip he had just endured. He yawned as he moved his arms above his head, ridding his back of the kinks the trip had also supplied.

He looked at the large white two story house he had grown up in and sighed. It had been a while since he'd been home. Too long. He felt bad but knew his mother and father understood. He had taken such a heavy load of classes to be able to get in to med school one year ahead of most students his age. His dedication had paid off and he was about to head into his second year of med school only home for a quick weekend while he waited for his new apartment to be ready. He was growing up and the bachelor pad he currently shared with Mark and Sammie just wasn't his thing anymore. He wanted to be serious now, three more years and he'd start his internship and he'd be even closer to being the world renowned surgeon he'd told everyone he was going to be.

Something caught his attention out of the corner of his eye and he turned to see a young woman hurry out of the house next door, juggling some note books and a back pack and purse while obviously trying to find her car key as she hurried to the parked car in the drive.

Derek took a step back when he realized that the young woman was Meredith. His Meredith. His little knobby kneed, brace faced, tag along buddy from his childhood. But she wasn't any of those things any more. She was all grown up and more noticeably, she was beautiful. Her long blond haired flowed carelessly behind her as she pulled the car door open with the bare foot of one of her long legs.

He folded his arms across his chest and smiled. It had been a long time. Too long, he repeated in his head. His Meredith had grown up all by herself.

Sensing a pair of eyes on her, Meredith dumped her belongings in the back of her tiny car and looked up, hiding the gasp that threatened when she locked eyes across the yard with none other than her childhood best friend.

"I almost didn't recognize you." She smiled flirtatiously, steadying her hands on the roof of her car to hide the fact they were shaking nervously.

"It's been a while hu?"

"You can say that." The two old friends stared a minute, both still in awe at what time had done.

"So I'm graduating… tonight actually…. My mom's going to be there and then we're going out to eat. Should be nice." Meredith shrugged, berating herself for feeling like she needed to ramble.

"That's great Mer. I'm so happy for you." Derek said honestly, a prick of hope in the back of his head that she and Ellis had worked out their differences.

"How long are you in town this time? You are going to actually let your mom cook you dinner? It drove her crazy last time when you didn't even stay long enough to sit down."

Derek laughed softly and nodded. "Yes… I'll let her cook me dinner this time… I don't know why she doesn't think I've had a good meal since I left… but it makes her feel better so I'll play starving student for her. I'm going to head back in sometime Sunday…. as soon as my new apartment is ready."

Meredith nodded, finding herself lost in what a handsome man Derek had quickly become. Gone was the boyish stature and skinny features. His dark hair was longer and a sexy layer of stubble covered his lower face. His eyes were just as blue, but there was something different about them now. Something she couldn't put her finger on.

She glanced at the time on her phone and groaned. "I gotta run… we have rehearsal before the ceremony tonight. But it was good seeing you… maybe I'll run into you again before you head back to school."

Derek nodded in agreement and held his hand up in a wave as she hurried in her car and drove away. He paused a moment before opening his passenger door on the jeep to retrieve his bag. Why was his heart pounding like that? Why had his stomach flip flopped when she'd giggled and tossed her hair over her shoulder? It was Meredith. His Meredith. But that was the thing… she wasn't his any more and it scared him to death.