"So how should I ask her?" Mark questioned as he flipped through a Prom for Dummies book. "Should I do it the traditional way or get all crazy?"

"You're not marrying her Mark, you are asking her to prom," I replied as I gathered my prom project together. It had been a couple weeks since I last spoke to Mark or Addison, but luckily, my friendship with Mark resumed. Though, things weren't the same.

"Still…have you talked to her yet?"

I shook my head. "Nope, and I don't intend to."

He threw his book down and crossed his arms. "You two dated for three years. You can't just forget about her."

I thought back to when Addison told me she was pregnant. She and Mark had been dating for a week now, and she hadn't told him. I couldn't help but wonder if she would ever tell him he was the father of her child. "Yes I can."

He shook his head. "So I'm guessing you and Meredith are doing well?"

I nodded. "Yeah, its' fun…different than Addison, but fun."

He grinned mischievously. "Have you…"

"MARK!" I yelled, half laughing.

"What?! It's just a question. Have you done the deed or not?"

By this point, I knew my cheeks were flaming red. "Shut it man."

"I'm taking that as a no," he said matter-of-factly as he pulled his sweatshirt over his head. "Don't worry dude, you still have prom."

I hazily nodded. We talked about it sure, but I don't think either of us was ready. "We're not ready."

Mark laughed out loud. "Not ready?! I was ready at 15! Trust me man, you are so ready."

I felt like screaming, "YOU GOT A GIRL PREGNANT YOU MORON!" But I didn't. He didn't know he slept with Addison. He didn't know he was guilty of anything. "What would you do if you got someone pregnant?" I asked, surprising myself completely.

He looked up, his eyes wide. "What?"

"What would you do? Your always talking about how many girls you've slept with…what if you got one of them pregnant?"

His lips tightened and I saw his face grow white. "What are you trying to tell me Derek?"

I shrugged nonchalantly. "Nothing, I'm just curious."

"Oh…" The color brightened in his face and he let out a sigh of relief. "You scared me for a second."

Oh God I thought.

"I guess, I don't know. It depends who the girl was. But I don't have to worry about that for another 30 years so I'm good Shep." He gave me a pat on the back then walked into the kitchen.

"Yeah, another 30 years…" I said dryly.

"How are you doing your hair?" Izzie Stevens asked Meredith. "I'm thinking of doing mine is a twist thing but I'm not sure. I mean I would totally do it but, like, my dress is pink so there is no way the twist could go with that you know? Maybe if I left it down, but I hate my hair down…oh, I could always do it half up and half down but then that makes my cheek bones look longer, which I definitely do not want. I could do a simple bun, but they are way too boring to me. But then again, in all those magazines they have the best hair styles and most of them are buns so, like, I don't know. What do you think?"

I saw Meredith blink and burst out laughing. Izzie turned around in her seat and questioned, "What?!"

"Jesus Izzie you talk like your being timed!"

"I'm sorry," she sighed. "I just get so excited! I mean its PROM!" she squealed.

"I would do it down," Meredith said, her pen resting gently on her white knuckles. Her hair was flat against her head and bounced whenever she laughed. She was wearing no make up yet looked 10x prettier than all the girls in the class.

"Really?" Izzie asked twirling her newly dyed platinum blonde hair in her fingers. "Curly or straight?"

"Curly, definitely," Meredith answered immediately. "You always wear it straight, do something different."

"Hey! Don't go accusing my hair; you do absolutely nothing to yours!"

Meredith rolled her eyes then slammed her book shut. "I don't care what I look like."

"Well you should," Izzie replied as she got out of her seat. "You have a very popular boyfriend who has to remain status-perfect."

"No I don't," I interjected as I wrapped my arm around Meredith. "I actually think she is incredibly sexy."

She giggled then gave me a quick peck. "Aw aren't you sweet."

"Hi Derek."

I looked up from Meredith and saw the girl I bumped into earlier. What was her name? Rita, Rebecca... "Oh hi, uhm…."

She smiled. "Rose. Remember, from the hall?"

Meredith gave me a questioning look then turned towards Rose. "Excuse me?"

"Oh, he bumped into me earlier. Hi, I'm Rose." She extended her hand and Meredith reluctantly shook it.

"Meredith, Derek's girlfriend." She moved closer to me, and I couldn't help but grin. She was jealous.

"Oh right, the new student right? You sure are lucky to have a guy like Derek. I mean, most exchange students barely have friends."

I saw Meredith's eyes grow cold. "Well for your information, I have many friends."

I bit my bottom lip. "Uhm, okay…nice seeing you Rose, Meredith let's go."

"Okay," she replied taking my hand. Looking at Rose she said, "Yeah, nice meeting you."

Out of the corner of my eye I saw Rose staring at us, her hands grasping her hips. "Geez Mer, that was harsh," I said as we rounded the corner.

"Excuse you?" she answered angrily, letting go of my hand.

"Well you were kind of mean. She was just trying to be friendly."

"Oh, I'm so sorry. I didn't mean to hurt your sweet little Rose!"

"WHAT are you talking about?!" I yelled.

"You know, I wasn't listening to those stupid rumors about you flirting with some girl in the hallway, but now I can see how I was totally wrong!"

"I really have no idea what you are talking about!"

"Izzie said that she heard from a bunch of girls that some girl was hitting on you and you were being all flirty and nice and smiley…"

"OH MY GOD! We bumped into each other in the hallway! If she thought that was some sexual encounter or something she was completely wrong!"

"Whatever," she said, shaking her head. "I don't want to talk about it."

"Fine," I mumbled. "Just quit acting like a bitch."

"ARE YOU KIDDING ME?!"

"JESUS MEREDITH YOU ARE MY GIRLFRIEND! I WANT YOU! I LOVE YOU!"

She froze. "What?"

I sighed, running my hands along my hair. "I love you."

She shook her head. "No you don't. You can't. We've only known each other for a month, there is no way you can love me…"

"Well I do."

"You don't even know what love means!"

"WHAT is your problem?!" Why did she not want me to love her? Was she scared?

"You don't love me," she whispered looking down. "You, you can't…"

I lifted her chin with my hand and kissed her. "I love you. I don't care what you say. I love you Meredith. Why won't you let me?"

She looked me straight in the eye and I had no idea what she was thinking. "Because…because you can't, Derek." Shaking her head, she walked away…disappearing into the sea of students.

In 6th period, I was completely lost in my own thoughts. Because you can't. What the hell did that mean? Maybe I had to loosen her up, break her shell. I let her in, why couldn't she let me in? Meredith Grey was a puzzle, a complete and total mystery.

"Hey, I asked Addison to prom. She said yes." Mark said as he twisted his pencil in his hands.

"Cool," I replied indifferently.

"Did you ask Meredith?" he asked curiously.

"Nope," I said nonchalantly, sifting through my vocab notes. "We're in a fight."

"Oh, sorry dude, but you should ask her. I've never seen you this crazy over a girl, not even Addison."

"I don't know man," I said as I sat back in my chair. "It's like she doesn't want to let me in."

"Hmmmm…hey, I have a way to get her back and ask her to prom."

"Nah, its okay Mark I-"

"No, I insist. I was going to do this for Addison but I changed my mind. Girls totally love it."

I hesitated. I knew Mark was an idiot, but could he be right about this? "Well what is it?"

"I can't believe you are making me do this," I said to Mark as I waited outside Mr. Webber's office. "I bet she's not even going to like this!"

"Shut up! Now, the key to this is to be very sweet to Webber. If you get passed him, you are in."

The door flew open and Mr. Webber's round face appeared. "Oh hello boys, I was just stepping out to lunch. Is there anything you need?"

Mark stepped up, showing his winning smile. "Hi sir, we were wondering if we could use the loudspeaker to make a very important message. You see Derek here got in a fight with Meredith and this will totally hook them back together. Plus, he needs to ask her to prom. So, sir, we are asking you in the nicest way…"

He chuckled. I'm such an idiot. "I'm sorry boys, but I'm not allowed to grant you that. The loudspeaker is used for school purposes only."

Mark frowned. "BUT this is a school purpose. You guys spend so much money on prom. Don't you want kids to actually go?"

Mr. Webber raised an eye brow at me. "I'm sorry; you're going to have to find some other way. Good day boys."

As he walked out the door of the school I shook my head at Mark. "Idiot…" I mumbled.

"No, this is perfect. Go in there." He pushed me into the office then locked the door.

"Are you crazy?! We're going to get in trouble! I'm already on a tight leash with him; I can't get in any more trouble than I am already in!"

"Oh shut up for once in your life. GO!"

"No, I can't. This is stupid." I headed for the door but Mark's strong arms grabbed me and strapped me down in Webber's chair.

"Come on Derek, do this…for Meredith."

I sighed. "If I get expelled for this, so help me God…."

"DO IT!"

I swallowed hard then reached for the tiny red button near the microphone. Pushing it down, I pressed my lips against the mike. "Uhm hey students…it's uh Derek Shepherd. And well this message is directed towards Meredith Grey, my girlfriend." I looked up at Mark who was grinning from ear to ear. 'Keep going' he mouthed. "Uhm so Meredith…how do I begin. When I first met you, you were well…you were pretty much a bitch." I laughed a bit then continued, "But once I got to know you, I realized how independent and head strong you really are. You're beautiful, and smart, and there is no way I should have you…so I'm going to ask you a question, and hopefully you'll say yes." I took a deep breath. "Will you go to prom with me?"

I quickly took my hand off the intercom. "Oh shit, she's going to say no…that was horrible."

"No, no, no, no," Mark said as he walked up to me. "That was perfect. Now all you have to do is go and find her."

"No, I can't. That was so stupid!"

"Can you just go find her!"

He pushed me out of the office, and I stumbled right into Meredith. "Oh hi…" I stammered. "Look I'm really sorry about that, if I embarrassed you in any way I am so so-"

"Shut up," she smiled. Reaching for my neck, she pressed her lips against mine. "I would love to go to prom with you," she said softly as she broke away from the kiss. "On one condition though…"

"What's that?" I blinked, trying my best to not be phased by the kiss.

"Please don't call me a bitch in public again," she laughed, her eyes dancing.

I grinned. "I think I can do that."

She giggled then kissed me again. Finally, things were actually starting to work out. Finally, prom was coming up, and at prom…well anything could happen

A/N: WOWZERS that was a long chapter. Actually my longest chapter in my writing history! I hope you loved it, cause this took me a while, but I think it was worth it. Please review!!!