It was 3 o'clock in the morning. The roads were slick with wet slippery ice and the chilly air swirled past his head. He brought a burnt cigarette up to his lips and puffed thoughtfully as his mind swirled with emotions and thoughts. Everything changed. Her painful words resurrected in his head and caused his stomach to twist. We're just pretending…you don't love me. He hated this. How the hell did he let her slip right through his finger tips? He did love her. He never knew he could, but he did. He brushed the cigarette against the bench, outside the dark hospital, and tapped it. The ashes fell slowly to the ground, twirling in the wind. He was a doctor, and the fact that he was smoking was ridiculous. But he needed an escape, something to keep his mind of her, off them. The cloud of smoke surrounded his head, lingered above him, mocking him. "What are you doing Mark?" he mumbled to himself, throwing the cigarette on the ground, his foot crushing it. Patches of ice caked the sidewalk and he hoped that these dark December months would soon fade. He looked up at the hospital, knowing she was right inside, recovering from gunshot wounds. The images of that day raged in his mind, refusing to disappear. He remembered her scared bewildered look when she saw her friend fall to the ground. In that moment, his only concern was saving her, getting her away from the hell that was erupting around them. But it wouldn't matter. She lost her friend, and there is nothing worse than losing your friend. He learned that sullen lesson with Derek. And yet, even though he tried, he really could not save her. If he could, she wouldn't be recovering from gunshot wounds right now. Derek saved her. He pulled her out of the freezing water and saved her. Did he really think he could compete with that?! Sighing heavily, he leaned against the bench. He could have been in his cozy hotel room right across the way. Yet he was sitting in the freezing cold hoping desperately that this nightmare would end.

"You okay?" a voice called out to him.

He looked up, his vision blurred, probably from the creeping tears that were beginning to form. When the figure drew closer, he realized who it was…Tessa.

"What are you doing here?" he asked, completely taken aback at her presence. After all, it was 3 in the morning.

"My shift just ended at Joes," she replied, pointing at the bar. "May I join you?"

"Be my guest," he murmured, making room for her.

"Thanks," she smiled, taking a seat. "So…" she began, trying anything to spark a conversation, "What are you doing here?"

"I just got dumped to be quite frank," he sighed, images of Meredith flashing in his mind.

"Oh…" her voice trailed off. "You, you had a girlfriend when we…?"

"Sort of, not really…kind of," he stammered. "We were…it's complicated."

"I bet," she nodded, her eyes penetrating towards him. "Well I'm sorry. That must've sucked."

"Oh yeah," he shook his head, replaying the scene over and over in his already clattered mind.

"Uhm, well if you need any…cheering up…you know where to find me," she hesitantly said, a smile forming on her perfect lips.

Mark grinned, looking at her for the first time. She was wearing a black halter top with skinny dark blue jeans. Her hair was lightly curled, and she had just the right amount of make up. A long rain coat covered her nearly bare body and there was something about her that reminded him so much of Meredith. "You're a sweet girl."

She blushed, brushing her hair away from her pale face. "I'm a lonely young bartender who can't even make enough money to buy my own place so I'm living with my cousin…my life is so screwed up with all this shit that I don't even know how to start over," she confessed. "So really I'm not a sweet girl. I'm a pissed off college drop out who is completely stupid and naïve," she finished, mocking herself.

"Hey, you're not stupid," he spoke up, "I'm the stupid one. I can't even keep a girl no matter how hard I try. I have these weird insecurities and quite frankly I can't compete with these romantic sentimental bastards…" he choked out. "I can't save her," he whispered, mostly to himself.

"Save who?" she asked, moving closer.

"Uhm…this girl who I'm crazy about…I can't compete."

"You can't compete!?" she inquired astonished. "You're like the hottest guy I've ever met!" she exclaimed, feeding his already huge ego.

"You think?" he laughed, enjoying the company.

"Definitely," she responded, returning the giggle. "…and you're sweet, not like most guys I know." She let out a small noise which resembled the sound of a half laugh, half snort.

"Well who are the guys you know?" he asked, naturally curious.

"The jerks," she answered quickly. "They are all selfish jerks who can't care less about anyone but themselves," she said bitterly.

"Well the guys you know must be the real idiots because I think you're kind of amazing," he replied flirty.

"Kind of?" she joked, her cheeks turning redder and redder.

"No…really amazing." He gave a sincere smile and finally recognized why she reminded him of Meredith…

She had those amazing eyes which pulled you in, and never let you go.

It was late, too late. He shouldn't be up, he should be sleeping. He had a surgery in the morning and he could not be tired for it. Yet, he couldn't sleep. Sleeping was not an option. He reached into his night stand, searching frantically through the mass of papers when he realized he threw the ring away. That beautiful engagement ring meant for her…he threw away. Instead, his hand hit another ring strung onto a long necklace chain. He slowly picked it up, running the chain through his hands, the ring dazzling in the light. But, no matter how hard he tried, it didn't feel right. It felt barren, empty…almost nothing. This was a completely different feeling than when he held Meredith's ring. When he held that ring, he felt a surge of adrenaline, excitement. It had this power to make him love her even more, and every time he touched its hard diamond, a small chill would run up his spine. He desired her, wanted her, all of her. Being separated from the love of his life shattered his heart. At the moment, he thought it would be okay. He didn't need her; he would be fine with Rose. But he was so wrong. He couldn't stand not seeing her smile, hearing her snores, breathing in the sweet scent of her hair, the little things. He hated watching her with Mark. It made him sick with disgust, of jealously. What gave him the rite?! But in a small hidden corner of his brain he knew it was justified. After all, he broke up with her. He left her. And even though he desired to so very badly, he knew he could never take that back. But nevertheless the mere thought of any man's lips caressing her skin, of any man's eyes resting on her face, of any man's hand touching her in any way caused the bile to rise in his throat. How could he have let her go? She still loved him, he knew that. It was obvious. The way she tensed up whenever he walked into the same room, the way she looked at him…all too familiar. Yet, she was slipping away. She still loved him, but not as much. She was getting along fine without him…but he was a wreck. How ironic. Then he was taken hostage and she came down to save him. It may have been for Mark. Perhaps it wasn't for him at all. Perhaps she fell out of love with him. But that look of panic, of desperation when she saw him, gun pressed against head, gave it all away. It killed him to think that saving him could cause her to lose her own life. He could never bear it. He loved her way too much…

…but things change. Ever since Rose came into the picture, things were different, strange, and foreign. He liked Rose, of course. But she didn't make him feel any different. She made him feel normal. But with Meredith, he felt nothing normal. It was basically an Addison repeat. Couldn't he have learned his lesson the first time? Was it really that hard to grasp the fact that he could not live without her? Why did he have to be so selfish and make everything about his needs and his wants? "Dammit!" he yelled, the curse directed towards himself. He hated this feeling of taking the blame for everything wrong in his life. It was so much easier to blame other people, Mark, Rose, anyone, for his troubles. But when you actually have to accept the fact that you screwed up and you are the one who broke your own heart…the feeling is almost unbearable. He had to make things right. He couldn't go on like this. He had to see her. But should he? Would it make sense? Would she mind? Pushing all his questions aside, he quickly wrapped his coat around him and jumped in his car, slipping the necklace into his pocket.

It was 3 in the morning. The sun was not out yet but it would be soon. She was lying in her bed, feeling completely naked. Everything had happened so fast; the shooting, the hostage, the killing. Everything had hurt so very badly. It amazed her how one moment could change a million after it. All in one night she lost one of her best friends and the man she was learning to love. The man that helped mend her heart that was slowly breaking. It killed her to break up with him. It hurt her. But she had no other choice. It was too hard, too tiring. She couldn't do it anymore. Still, she hoped he would fight for her. He did love her, even if she told herself a million times he did not…he did. She sighed, her chest heaving. The stinging tears formed in her eyes and she swallowed the lump in the back of her throat. Don't cry. But she couldn't help it, couldn't stop it. The tears dripped down her face, causing her pale skin to grow even whiter. "How did this happen?" she whispered, her breath hitching. "Oh God…" She didn't know why she was crying. It could have been about Mark. It could have been about Alex. It could even have been about Derek. But the main thing she was crying over was her life. How did it turn out this way? Why did it turn out this way? She wasn't supposed to be crying over stupid men and broken hearts. She wasn't supposed to stop swimming. She wasn't supposed to be closed off. She wasn't supposed to be like this. Her mother's words rang in her head. Imagine my disappointment when I wake up after 5 years and discover you are no more than ordinary! When she first heard those somber words escape her mother's mouth she didn't believe them. She wasn't ordinary. She was talented, gifted, and in love! But that was then. And now? Now she didn't know who she was, who she wanted to be, or even who she loved. Everything was a blur. It was almost as if someone had drawn her life out on an etch-a-sketch, piece by piece, and just decided to shake it up a bit…erase it. Moaning loudly, she edged herself up on her elbows. The room was black, nothing visible. She was about to turn on the light when a figure opened the door.

"Meredith," the strange man said firmly, turning on the light.

She blinked, adjusting to the brightness. "Derek? What are you doing here?"

He cleared his throat, moving his feet to sit on the edge of the bed. "I need to talk to you."

"What about?" she asked, her throat horsed.

"All my life I have lived as a perfectionist. And I know that sounds lame but I needed everything to be perfect. I would do this thing where I would plan out everything, like my life, and it had to go according to that plan…but so far, that was gotten me absolutely nowhere…" His voice trailed off, thinking of what to say next.

"Okay? So?" she said, completely confused. What did he want?

"I don't want to plan anymore Meredith…I want to live. And I think that sometimes, when you want to live, you have to make decisions…rash decisions, ones that could change your life forever. Even if the timing isn't right, even if you know karma will bite you in the ass, you have to do it anyway. Right?"

"Uhm…I don't know," she replied, particularly compelled with his speech.

"Well…I think this is one of those times. I just have to go with my gut feeling and stop worrying about everything wrong. I just need to trust my instincts for once, and accept the fact that I am head over heels in love with you and would do anything for you. I know I've hurt you a million times, and I am so so sorry for that. I never wanted to hurt you. But…but maybe hurting you made me realize how much I need you."

"Derek," she whispered, "Where are you going with this?"

"Meredith Grey," he declared, pulling out the ring, "Will you marry me?"

A/N: Alright so the proposal was going to be at a different time but for some reason, my fingers typed it out like this so I'm assuming that's the way it should go

But anyways, yes he DID propose and yes things WILL happen and NO mark is not done with Meredith and YES Tessa will be a good thing for mark and YES there will be a lot more drama and HELL YES mark is going to find out about the proposal so review and you shall see how things pan out

MWAAHHAHAHA