Meredith finally snuggled into Derek's side. He was reading his journal, or at least she thought he was. He sat there breathing in her sent. Taking her in. Thinking about all that they have been through. Hoping things would lighten up just a little. He couldn't read. All he could think about was her. How lucky he was to have her. How he would do anything in his power to keep her from feeling an ounce of pain. And how at the moment, he couldn't seem to do anything.

He had been making plans, or arrangements you could say. He had it all mapped out. He knew exactly what he was going to do, and how he was going to do it. It was hard to do. He had to pull a lot of strings, but it would be worth it. Now, all he had to do was execute the plans he had made.

"Mer?" He asked quietly. He knew she wasn't asleep, but he could feel that she was completely relaxed.

"Hmm?" She asked sleepily, as she glanced up.

"We're going to Paris." He said softly. He was waiting to see her face light up. Nothing gave him more joy than to see the sparkle she got in her eyes. The stars in the sky were no comparison to her eyes.

"What?" She said with a surprised tone.

"We need a break. You need a break." He said softly. "So... here." He said as he handed her en envelope.

"What's this?" She asked as she grabbed the big embossed envelope.

"Those are our tickets." He replied smoothly.

"Tickets?" She asked as she pulled the envelope open and grabbed the contents. "Tickets. Plane tickets...For next week?" She said in a panic as she read the date.

"Yes, next Monday. We are spending a week in France. You need to relax. You need to get away and not worry." He said waiting to see the delight one her face. It didn't come.

"No. No Paris. No Monday. No, Derek." She responded firmly as she stared into his eyes.

"What do you mean, no?" He said on complete shock. His body stiffened as he sat up.

"I just took a week off for Anna. Dr. Webber would never let me take another week this soon--" She started to explain.

"Actually, it was three months ago that you took a week off. In fact you have been working way over one hundred hours a week. And days off, do you remember what those are? And Dr. Webber cleared it. He gave you the week off..." Derek said with a grin.

"Why did you ask without telling me?" She asked as she gave him a sharp look.

"Well, I- Um. I guess I shouldn't have." He said, seeing that it upset her.

"Okay, well what about Bailey?" Meredith asked. "And the other interns. It's not fair to them." Meredith reasoned.

"Mer, they can handle it..." Derek told her, knowing that having her gone didn't make it any harder. It just meant they got more surgeries to themselves.

"Okay... and Anna. I don't think we could take her out of the country." She started, she could read what he was going to say. "And we can't leave her for a week, Derek. Plus the house is almost finished! And then there is the internship exam. Derek, it's crazy right now." She said, trying to make him see her rationale.

"Do you honestly think you are going to have a hard time with that exam?" He asked her.

"Well, it's hard, and I have to pass if I am going to be a resident." She started to ramble.

"You are the smartest intern in the hospital. And you will be a great resident. The test will be a piece of cake for you. You need to not stress out about it. You are smart, and gorgeous, and..." He said as he cocked his head.

"Why do you have to do that?" She asked, looking into his eyes.

"Do what?" He asked, with his head still cocked.

"That. That damn McDreamy head-cock-to-the-side thing. You can't do that." She pleaded.

"Why?" He asked with a grin. She bit her bottom lip.

"Because when you do that. It makes me look at your hair. Then I do this..." She said as she ran her fingers through it. "Then, I look at your lips, and I just have to do this..." She explained as she pressed hers up against his, sliding in her tongue. He leaned in and pressed against her. She slid her leg over and straddled him, feeling his hard awaiting erection.

"And then..." She said as she pulled away. "I just have to do this..." She pulls her shirt over her head, tossing it to the side. Then she and slid his off. He leans in and begins kissing her chest. His soft hands slide down her milky flesh. She moaned as his tongue ran between her breasts. Just before he had a chance to nip her, she pulled away from him. "Then, of course, I just simply must do this..." She said as she pulled her panties and shorts off. He looked into her eyes, seeing the fire in them. Seeing the passion that he hadn't seen in awhile. He quickly began to slide his pants down.

"Nope." She said as she swatted his hand away. "Because, that is something I have to do." She said with a grin, as she slid his pants down and pulled them off, freeing his awaiting bulge. "And this is the last thing I really have to...no really want to do." She said as she straddled him and placed his hard shaft inside of her. His eyes were dark. It was a look she hadn't seen in awhile. She began rocking slowly, enjoying the moment, enjoying the passion they shared.

"Oh...Mer..." Derek moaned as he looked up into her eyes. She began to rock a little harder, as she could see the desire he had.

"Der- Oh God." She whispered. His hips rose to meet hers. They moved in perfect harmony. He could feel her tightening around her. He could see the tiny beads of sweat forming all over her body. Her skin had a soft glow in light.

"Oh God Mer!" He shouted as he could feel her wetness around him. He watched as she threw her head back and closed her eyes.

"Ohhh." She moaned. She felt her climax take over. The rush of warmth wash over her body, followed by a sharp chill.

"Mer, oh God, baby." He said loudly as he him begin to peak, her body, once again rising to the challenge.

"Der. Oh my God Derek!" She shouted as she felt him release into her. They both paused, looking into each other's eyes. She collapsed on his chest, listening to his rapid heartbeat. Both of them lay there, wondering if that was the time. If that was the winning run. The chance that was going to change their lives.

"And that is why you can't do that." She said as she looked up at him with a smile on her face.

"Do what?" He asked as he looked at her and cocked his head. She just shook her head. "No self control. It's sad...really." He muttered.

"Seriously. We can't go to Paris, Derek. Not right now." She watched his face drop. "In awhile, maybe. But things are crazy right now." She said as she touched his face. "There is really nothing in the world I would rather do, than go to Paris with you." She said sadly. "I'm sorry."

"I understand." He said with a huff. Now what? Shit! She just threw a huge wrench in his plans...

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

"So, did you say yes to McDreamy yet?" Cristina asked as they followed Miranda Bailey down the hallway.

"You do realize that is is bizarre, right? You aren't like that. That's why we are friends. You don't care about weddings and happiness and all that crap." Meredith moaned as she finished her sentence.

"Yeah, I guess you're right." Cristina said with a shrug.

"And you still aren't pregnant?" Cristina asked. Meredith glared at her. "Forget I asked. Just because you're eggs are retarded... Or maybe McDreamy's little swimmers only know how to doggie paddle. Too slow getting there... Then again, if you're eggs are like you, they're always in heat." She said with a laugh.

"Right now...in this moment...I hate you." Meredith said as she rushed ahead. She knew Cristina didn't mean it like that. But she couldn't help it, it stung.

Meredith rushed ahead and wedged herself between George and Dr. Bailey. She knew she was safe from any unwanted personal questions there. Doctor Bailey gave her a funny look as she approached the next patient's room. As they walked in, she saw Derek standing next to the woman. His eyes moved up and locked with hers. She was lost in the moment, lost in him.

"Grey, since you're so motivated, you present." She said as she handed the chart to her. "I guess you could do it when you pull yourself away from your prior distractions." Meredith wasn't even listening. "Grey!"

"Oh, yeah, Dr. Bailey." She said as she grabbed the chart and glanced over it. "Um, Tina Carter is in for a possible temporal lobectomy. She has a history of symptoms including hearing loss, tinnitus, and decreased discrimination of audiogram, and decreased corneal reflex consistent with a tumor of the vestibular component of the vestibulocochlear nerve. A vestibular schwannoma on an MRI would make her a candidate for surgery." Meredith said, receiving an approving nod from Derek.

"Your case. If you want her?" Miranda asked Derek. Derek nodded. "Of course you do." She muttered as she walked out.

"Okay, Dr. Grey, you go schedule and MRI, do the test and get the results to me." He said with a smile. "Oh, and good morning." She gave him a smile as she walked out.

"Is she your girlfriend?" Tina asked as she looked up at Derek.

"Yeah, she is." He answered happily. "Actually, I am planning on asking her to marry me. Or at least I was. I had this trip planned to Paris. I was going to ask her in the Eiffel tower. It would have been amazing..." He trailed off. He quickly came back to reality, realizing what he had just told a patient. That was not something he usually did.

"She said no?" Tina asked in shock.

"Yeah. No. Yes, she said no. She couldn't get away from work." Derek explained.

"That's a shame. I can see the chemistry. She loves you, it just radiates off of both of you. You know, she would probably be just as happy if you asked her in a public restroom." She said with a chuckle.

"I tried that..." He said with a laugh as he walked out. "Dr. Grey should be back soon..."

Meredith quickly ran the MRI, and paged Derek. She sat there in the chair, waiting. As soon as the picture came up on the screen, she knew they were definitely going to be doing surgery. She smiled when he walked in and leaned in front of the image.

"Do you see it?" He asked her as he looked over.

"Right there." She pointed. " A cerebellopontine angle tumor extending into the internal auditory canal. Looks like it's less than two centimeters, that's good." She mentioned.

"Yes, that means she may not lose facial nerve function. You get us on the board. You're scrubbing in. Good job, Mer." Derek said with a smile as he left as quickly as he came.

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

"It's a beautiful day to saves lives, let's have some fun." Derek said as he walked in with his arms up, waiting for the scrub nurse to bring him a towel. Meredith mouthed along, she knew it word for word.

Derek quickly went to work on his patient. He had a gift. He was very meticulous in his process. She never got bored watching him. Any surgery he did, kept her entire focus. She hoped that she would be a fraction as talented as he.

"Which method would you suggest, Dr. Grey?" He asked her as his eyes met hers.

"Retrosigmoid..." She said as she looked at him, hoping she had made the right decision.

"Why?" He asked as he looked down.

"It is closest to the tumor." She said, closing her eyes.

"Pretty much." He said as he began his cut, exposing the sigmoid sinus. "What are the hazards to this surgery?" He asked.

"The internal auditory artery lies in proximity to the complex of vestibulocochlear and facial nerves and can be injured by the manipulations required to dissect and remove the acoustic tumor. Injury to this artery can result in infarction of the cochlear nerve with deafness." She said smartly. She knew her stuff. She had been groomed for this.

"Very good." He said as he placed the retractor between the cerebellar hemisphere and the medial border of the sinus. "So, I am thinking dinner tonight." He said with a smile.

"Oh, yeah. Dinner is good." She said as she watched him work.

"You and I." He clarified.

"Uh huh." She said as she stayed focused on his procedure. She wasn't listening. She was too focused. Finally he stopped working.

"I am asking you on a date, Meredith." He said as he looked at her. She looked up.

"Oh... Sure that would be great." She said with a smile.

"What time are you off?" He asked as he went back to work.

"Six." She said quickly.

"Good!" He said. His plan was going to fit right into place...

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

"Dr. Grey to the nurse's station. Dr. Grey to the nurse's station." Meredith heard the page over the speaker. What the hell did they want from her now? It seemed like that had been tormenting her all day. Get this, do that. She was miffed. They were the nurses...

"You paged?" Meredith asked as she walked up to the desk.

"Oh...yeah." She said as she pulled out three boxes. "These came for you."

"What is it?" Meredith asked as she looked at the three boxes, one big, one medium and one small.

"Like I know." The nurse spat. "Oh, and this." She said as she handed her a note.

Meredith didn't notice the small group that had formed around her. It consisted of two nurses, Izzie and Cristina. Everyone's interest was piqued. She slowly opened the embossed envelope and pulled out the handwritten note. She immediately knew his handwriting.

Meredith-

I hope everything is to your liking.

Your chariot will be at the front entrance

at 7:00pm.

-Derek

Meredith was somewhat confused. She understood the note, but all the boxes? She quickly opened the large box. She gasped when she pulled out a purple knee-length gown. It was beautiful. She couldn't believe it.

"Oh my God!" Izzie shrieked. "That's gorgeous."

"It would look better on me than you." Cristina snapped as she looked it over.

"Open the next one!" Izzie squealed.

Meredith quickly opened the next box, revealing a pair of strappy shoes. The smile on her face grew. She couldn't believe Derek had done this. When did he have time. More importantly...why? She quickly opened the last box. The small box. Everyone knew what was in small boxes. It was a gold necklace and matching earrings with amethyst and peridot teardrops. There was a tiny note inside.

I hope you like them.

The green reminds me of your beautiful eyes.

Everyone was in shock. Meredith could help but smile. She looked around to see the big smiles on the faces of the group that had formed. She could hear everyone whispering about how romantic Derek Shepherd was. She had to admit she never expected this out of him.

The day drug on. Running tests, doing stiches. And of course, the dreaded charts. Maybe it was just because she couldn't wait to see Derek. When the clock finally hit six, she quickly made her way into the locker room. She had to grab a quick shower and wash the hospital off. Izzie and Cristina both said they would help her with her makeup and hair. She didn't have anything with her.

Izzie quickly went to work on her. Meredith couldn't keep the smile off of her face. And Cristina, she seemed pretty impressed, although she would never admit it. Izzie sighed when Meredith stood up. She looked radiant. Her makeup was light. The necklace and earrings sparkled and her hair laid gently on her shoulders. She looked completely ready for the perfect evening. Izzie wished her a good time and shoved her out, telling her she was almost late.

Meredith made her way down the hallway. Everyone she passed stopped and looked. She didn't even notice. She was going somewhere, she was meeting her McDreamy. When she got to the lobby and smiled. There sat a black limo waiting outside for her. The doors parted and she made her way out. As she walked up the the limo she looked at the driver.

"Dr. Grey?" He asked. She nodded yes. He quickly opened the door.

"Where are we going?" She asked as she began to climb in.

"I have had strict instructions to tell you nothing." He said with a smile and he gently shut the door. Meredith had no idea what was in store, but she couldn't wait.

Meredith watched out the window as the limo made it's way down the streets of Seattle. She knew those streets like that back of her hand. She was convinced she could even do it in her sleep. But at the moment, she had no idea where she was going. Her face turned from uncertain to sure when the limo pulled in front of the space needle. The driver quickly made his way around and opened her door.

"Have a good evening, Dr. Grey." The driver said as she began to walk off.

"Thank you." She returned. Then she was him. "I think I will."

There Derek stood. He looked incredibly handsome, standing there. He took her breath away. There was no question in her mind that he was the one she loved. There had been no one in her life that made her feel the way he did. He made her truly happy. He made her look forward to everyday, because she knew with him by her side, that it would be wonderful.

Derek watched her walked out of the limousine. She looked radiant. The way the moonlight and city lights bounced off of her skin. She had a glow, that he had never seen on anyone else. He admired the way the dress hugged her every curve. He knew that this was the right thing. Tonight was the night their lives would change.

"Hey." She said as she closed the space between them in.

"You're on time. I'm impressed." He said as he pulled her close and pressed his lips against hers.

"So, the space needle..." She said as she looked up.

"I know... I'm sure you have been here a thousand times." Derek said with a defeated smile.

"No. I am probably the only person from Seattle that has never been up there." She said with a smile.

"Seriously? Because if you're saying that just to make me feel better..." Derek returned.

"No, Derek. This is my first time." She said. He put his hand on the small of her back.

"Mine too." He replied with a smile. "Shall we?" He asked as the walked forward gently pulling her along.

Derek couldn't keep his eyes off of her the whole ride in the elevator. He gaze was returned by hers. Elevators had that effect on both of them. It made them stupid. It made them irresistible to each other. He was thankful when the doors opened. He was literally saved by the bell, a few moments later, and they would have been giving everyone a show. Meredith gasped when the doors opened. All she saw was the soft glow of candle light.

"There's no one here." She pointed out as she looked around. The room was dark. The only light sources were the candles on their table and the lights from the city below.

"Of course not. I wanted to spend time with you. Have a quiet, just you and I... date..." He said with a grin.

"But, how?" She said with surprise, still looking around.

"Well, they have a banquet room, but the view isn't near this one. So I offered them double what they bring in a night..." He said coyly.

"Derek- that's crazy. You didn't have to do that!" She said in shock.

"I wanted to. And you, my dear, are very worth it!" He said as he walked her over to their table. They were immediately met buy a waiter in a suit he carried a bottle of wine in his hands.

"Here is the 1995 Arbaresco Costa Russi, you ordered." He said as he placed the bottle down with a smile.

"Thank you." Derek said as he looked at the bottle. "So how was your day?" He asked her as he poured her a glass of the deep red wine.

"Well, I was in surgery with this incredibly handsome neurosurgeon today." She said with a slight grin.

"Really?" Derek said with raised eyebrows. "Incredibly handsome..." He muttered.

"Yes. And then this handsome--" She started to say.

"Incredibly handsome..." He reminded her.

"Okay, then this incredibly handsome neurosurgeon did the most romantic thing in the world. He bought me a beautiful gown, and shoes and jewelry..." She finished.

"He sounds amazing." Derek said with a chuckle.

"Yeah, I supposed he is." She laughed. "Thank you, Derek. For everything."

"I hope you like the gown. That was all Anna." Derek mentioned as he sipped his wine.

"Really?" Meredith asked.

"Of course. She and I went shopping on Wednesday after school. She said only the best for "Merediff". She immediately picked out purple. I know it's not your favorite, but I couldn't deny her." He explained.

"It's perfect Derek." She returned. "The shoes..."

"They fit, right? I grabbed your favorite black ones to compare." He said quickly.

"Derek- Everything, you, the clothes, the jewelry, tonight, it's all perfect." She reassured him.

"Good." Derek returned as he grabbed her hand a squeezed it.

"Here is your morel and goat cheese tart, and the Washington dungeness crab cakes." The waiter said as he sat the plates down. Meredith admired the way the food was presented. Now that she was attempting to cook, it caught her attention. "Can I get you anything else?"

"I think we are good." Derek said as he looked at the pleased look on Meredith's face. "Thank you."

"I love crab cakes." She returned.

"I know you do..." He said with a smile. "You look tired."

"I am. I don't know whether I'm coming, or going or been there." She said as she took a bite and sighed. She closed her eyes and savored her bite.

She looked so beautiful sitting there. He could see she was exhausted. He wished there was something he could do to lighten the load. He knew that was what it was to be an intern. Derek looked around the room. This was one of the few times when Derek Shepherd was actually nervous. He knew this is what he wanted to do, but she was hoping it was what she wanted too.

The waiter brought out Derek's oven–roasted wild salmon, basted with Thai chili paste and nori, ginger then flavored with layers of black and white rice with fresh coriander and tamarind–red miso broth. Meredith ordered the Maine lobster fettuccine pasta with porcini mushrooms, truffle oil and mascarpone cream sauce. Meredith sighed as she took a bite.

"This is amazing." She said with a smile. She put some on her fork and stuck it out for Derek. "You have to try it." She said as he opened his mouth, taking the bite.

"That is good." He said as he got some of his own for her. She watched him cut it. Just like a surgeon, in perfect pieces.

"Good, but not as good as mine!" She said as she stuck her tongue out.

"I beg to differ!" He said with a chuckle as he took another bite of his own. She took another sip of her wine.

"You know, I shouldn't be drinking wine." She said as she looked at the glass sadly. "But at this point, what's the difference?" She said sadly. As soon as she said it, she regretted it. She watched his face fall. "I'm sorry. We were having a good time."

"Meredith, just-- We're okay." He said with a sigh. "Everything will be okay."

"You are determined to be optimistic, aren't you?" Meredith said with a faint smile. Derek watched the way the candle light bounced off of her face.

"Yes, I am." He said with a grin.

They finished eating their meal. Derek didn't say anything about their problems. Nothing was said about the trail, or Ann, or the intern exam. And especially about the baby, or lack there of. He wanted to keep the mood relaxed. He wanted this to be a night she would never forget, and not because of a fight. Derek looked into Meredith's eyes. It's now or never...

Wise men say only fools rush in

But I cant help falling in love with you

Shall I stay

Would it be a sin

If I cant help falling in love with you

"Meredith?" Derek spoke softly, looking into her eyes.

"Yeah?" She answered as she looked at him. She looked into his eyes. She could tell that something was happening. He looked so happy, but at the same time he looked terrified.

"I love you, more than anyone I have ever known..." He said as he looked across the table. Her eyes softened at his words.

"I love you too, Derek." She said softly.

Like a river flows surely to the sea

Darling so it goes

Some things are meant to be

Take my hand, take my whole life too

For I cant help falling in love with you

"Before I met you...I was so busy...work was everything to me. I just rushed through life...one surgery after another. And I was fine with that...I was leaving Seattle. I was never going to come back. I had a job offer, and I was taking it. But then I saw you...you took my breath away. It's hard to explain...I just knew...the minute I saw you...I just knew that it was meant to be. A few days later, and I would have been gone. I would have never met you. So, I am saying that I love you, more than anything. You make me want to be a better person. You make me go to bed with a smile on my face and wake up with one. You make me feel like life is worth living. Everyday I wake up and I am amazed because each day is better than the once before. You make my life complete..." He said softly as he walked around the table. The tears that were rimming her eyes were now making their way out. Derek bent down on his knee and softly grabbed his hand.

"So, will you, Meredith Ellis Grey, complete my life...will you make me the happiest man in the world...will you marry me?"

Like a river flows surely to the sea

Darling so it goes

Some things are meant to be

Take my hand, take my whole life too

For I cant help falling in love with you

For I cant help falling in love with you

"Oh my God, Derek!" She said as she gasped for air. "Oh my God..." He looked at her with a concerned face. She looked at him, realizing she hadn't given him an answer. "Yes, yes, of course I will marry you..." She said as she leaned down, put her hand behind his head, and leaned in, kissing him. "I love you so much." She said as she laid her head on his shoulder.

Derek nodded his head and the lights came on. Meredith looked around to see several people dressed in business suits, standing by cases. Her face turned puzzled as she looked at their smiles.

"Now, you need to pick out a ring..." He said as he stood up and grabbed her hand. "I wanted you to pick whatever you wanted." He said as he led her over to the first case. "Whatever you want." He said as he rubbed her back. She looked around in amazement.

"Congratulations." The woman at the case said.

"Thank you." Meredith said as she wiped a stray tear from her cheek.

"This man must really love you..." The second man said. "To get the boss to allow us to come here." Meredith looked over at Derek, he just smiled back at her.

"Tiffany's...you brought Tiffany's here, to the Space Needle?" She asked in amazement.

"I did..." He said softly as he watched her face light up.

Meredith began sliding on rings. There were so many, she didn't know where to start. She could not believe that Derek had done it. She knew she was fortunate to have such a wonderful man in her life. She had picked out a ring with Ian, but she didn't remember doing it. She did know that she had ended up with a ring so big is was ridiculous. It was amazing, how Derek had planned all of this. She slide on a pear shaped diamond and they both shook their heads no.

"Definitely a platinum band." She said as she looked at them all. Derek looked at her in agreement. Meredith finally slid on a one and a half carat Tiffany cut diamond, with a platinum band with bead diamonds.

Derek looked at it and shook his head yes. It looked perfect on her petite hand. She held her hand up and looked at it. Derek stuck his hand under hers. She turned and faced him. She looked into his eyes, and they didn't have to speak. Derek nodded to the associate, and everyone quickly left the room, leaving them alone.

"You are the most perfect man I have ever met." She said as she laid her head against his chest. "And I have never loved anyone more than I love you..." She said as she looked up, touching his lips with hers. Derek moaned as she slowly slid her tongue into his mouth. Their tongues fought passionately. Derek heard her moan softly. He looked at her closed eyes. His eyes then drifted around the room, seeing that everyone had left, as they were told. She pulled away and looked into his eyes breathlessly. The spoke without words.

Derek glanced over to their cleared table. He led her over, and she followed eagerly. She ran her fingers through her hair as he gently pushed her down on the table. He watched as her eyes turned dark with need. She wrapped her legs around him, feeling his large bulge press against her, causing a wave to wash over her body. She moaned softly as he leaned over, pressing his bulge harder into her, as he kissed her neck.

"God you are perfect..." Derek whispered into her chest. She felt him lean even harder into her, causing her to gasp.

"Derek, I want you." She said. He leaned up and she sat up, loosening his belt and unbuttoning his pants. His pants dropped to the floor in a pile. He ran his hand across her, feeling her wet spot awaiting him. "God, Mer, you're wet." He moaned as he swiftly hooked his fingers onto her panties and pulled them off as she lifted her legs. She leaned back, pulling his boxers down. He looked into her eyes as he entered her with haste. "You're tight..." He moaned as he thrust into her. He watched as her eyes roll back as she moaned. A smile crept onto his face as he continued to thrust into her harder. Meredith turned her head, seeing the two glasses of red wine moving on the table. They seemed to be dancing and erotic dance of their own. She watched as they teetered, both finally tumbling over, covering the white linen tablecloth. It slowly dripped onto the carpeting below.

"Oh, Derek." She gasped as she looked over. "The wine."

"I don't care..." He said as he looked at the red wine, bleeding through everything. Dropping in slow motion onto the floor. He was far too consumed by the need he had for her, to even consider stopping.

"Oh...Derek..." She moaned loudly. "Harder..." He smiled as he looked into her eyes. He closed his eyes, feeling the perfection of their bodies, meshing into one. They fit together so perfectly, physically and emotionally. Meredith spread her legs father, allowing for deeper penetration. He moaned as he slid farther in, feeling her wetness around him. He could feel her tighten up around him, causing his shaft to pulsate harder with every heartbeat. His heartbeat increasing with every thrust.

"Derek..." She shouted as her orgasm began to take her over. He body tightened up, shivers taking her over. She felt Derek release inside of her with a moan. "Oh..." She said as she laid back on the table and closed her eyes. Derek stood there, looking at Meredith, she seemed so satisfied. She opened her eyes and smiled at him He quickly began to re-dress, and shoved her panties into his coat pocket.

"Wow..." She muttered.

"The space needle will never be the same..." Derek said as he wrapped his arm around her and let her to the door. The waiter looked at him as they opened the doors. "Thank you...Oh and we seem to have made a slight mess, put it on my bill." He said as he walked out. Meredith started to laugh as they entered the elevator.

Derek and Meredith were all over each other in the limousine. Finally, she told them they had to practice self control. He smiled as he sat up, pulling her close to him. She looked around, noticing that they weren't heading toward home.

"Where are we going?" Meredith asked as she looked out the window.

"Not home." He said with a grin. "You don't have to work until tomorrow night..."

"And Anna?" Meredith asked with a worried tone.

"Jane and Izzie are with her." Derek said reassuringly.

"Okay then." She said as she leaned her head against him.

Meredith smiled as they pulled up in front of the hotel. Derek led her out, grabbed his key card and they headed up to their suite. Meredith yawned as Derek slide the card through.

"Am I boring you?" He joked.

"No, I'm just tired. Sorry." She apologized.

Meredith gasped when he opened the door. Their were calla lilies all over the sweet. She saw a bottle of what she assumed to be, champagne on ice and a plate of strawberries. Derek enjoyed watching her expression. That was his joy, seeing her happy. She made her way to the bedroom. Her eyes got wide as she saw everything covered with flower petals. The whole room had a sweet, soft scent. Derek looked at her face. He excused himself and made his way to the bathroom. Meredith looked at the bed and couldn't resist. She jumped on the bed, petal flying everywhere. She closed her eyes.

Derek looked in the mirror. Everything had gone perfectly. The whole evening was pure magic. He quickly pulled off his tie and opened the door. He looked over to see Meredith sprawled out on a bed full of petals. He had never seen anything more beautiful in his life.

"Mer?" He asked. There was no answer. He made his way over to the bed. He could tell by her shallow breathing that she was fast asleep. Disappointment, wasn't even a thought in his mind. As he stood there, he saw something that he hadn't seen in months. He looked at her face, she had a faint smile. Her face was completely relaxed. For the first time, in a long time, she was completely content.

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So she said yes!!!! Yay! This would have been up earlier, but I had a bad day. I also have a ton to do tomorrow...so we'll see. Hopefully this was good enough to tide you over. If you want to see the dress, ring, ect, got the the thread on fanficga. Thanks and REVIEW!