Meredith sighed as she leaned against the counter at the nurses station, filling in a drug chart as she peeked at her watch. 11:45 ….. another eight hours and fifteen minutes left of her shift, before she could go home. She scribbled her signature in the corner, adding it to the pile of charts she had completed. As she completed more and more of them, she became more slumped over at the station, answering questions nurses had about some patient care, answering calls that seemed to follow her everywhere. This night shift was turning out to be no different to the others.

Derek had broken up with her for a couple of months now, and it was gradually feeling better. They had found themselves in some weird limbo of friendship, trying to ignore the sexual tension that crackled between them. They had started with sex, and although they always had that connection where talking about nothing came easy to them, Meredith was still amazed they had managed to dodge all the important issues during those two months together- like the fact Derek had a wife, and that she had never been in a normal functioning relationship with a boy before. But then again- the sex was really too good to spoil it with heavy conversation. So now they stuck to borderline flirty friendship, and Meredith would take what she could get. At least she knew she had picked an honourable man- it was honourable to try his best in his marriage- even if he wasn't honourable to her.

It made it easier that Addison was nice- well, ok, sometimes it was a lot harder. It made it hard for her to hate her, and Addison had seemed to think that because Derek was trying to form a friendship with his dirty mistress, she ought to as well. Meredith still felt alone, meaningless sex hadn't filled the void Derek had created in her life, but she had lived so many years of her life with different men in her bed, but still alone, so at least it wasn't new. Addison was fabulous, and Meredith wasn't. Addison miraculously had a million fellowships, was desired as the west coast's top neonatologist, and Meredith was fighting to keep her position in her residency. Meredith could see why a man like Derek was perfectly suited to a woman like Addison. It didn't mean that it didn't hurt though.

Meredith held up her head with her left hand, willing it not to fall onto the counter in exhaustion as she tried and failed to hide her huge yawn behind her hand. Meredith's writing had gotten sloppier every chart she filled, and she didn't envy the nurse who had to try and read her illegible writing. She just didn't have the energy to try. Not tonight- she just wanted to find an on-call room and pretend to sleep a few hours away.

"Dr. Grey, you're needed on the neuro floor." A nurse told her just as she signed the very last chart. Great. No sleep.

She jabbed the 'up' button on the elevator forcefully before stepping inside it, leaning against the back wall for support. She was just so tired of pretending everything could turn out ok for her one day. She wanted one day to be today. Tomorrow was another day, and maybe it would be better than this one, better than the last two months. The door to the elevator 'dinged' almost too happily, and Meredith trudged to the nurses station, raising her eyebrows questioningly as she shoved her hands deep into her lab coat pockets, hoping whatever they wanted wouldn't take too long. They shrugged non-commitally insisting that they didn't know why Meredith had been dragged three floors up from urology for no reason.

Just as she was about to turn away, Derek came into view from around the corner, his ferryboat scrubcap in his hands, his hair flat from being contained in the cap for hours on end. He saw her, glanced at his watch and smiled. Meredith frowned, and wondered what he wanted from her. Maybe to oversee the patient post op or something.

"Meredith…" He grinned at her. In these moments, she swore he forgot he had a wife waiting for him, that he didn't choose her. She smiled weakly back at him, and looked down at the floor so she didn't have to look at him.

"Just make this good, Derek. I could be sleeping right now. That's what you do when you're on-call at night. Find a bed and sleep as much as possible before you get paged. " Meredith groaned. She was starting to like the night shifts for the simple reason she could avoid seeing Derek and Addison. They were friends, or….she was pretending that she could be his friend, but it still left her drained from trying to make out like she was ok with it. Because she wasn't. It killed her. But some Derek was better than no Derek at all.

"Ok…I need to show you something…" He said, leading her down the hallway to his office….or the janitor's closet as they had once affectionately called it. She wondered what Addison called it, or whether she was so distracted and dismayed by the trailer that Derek's office was the least of her problems.

Meredith sighed, knowing that it would be a bad idea. She knew all the nurses would be wondering exactly what Meredith was doing in the middle of the night following her ex-boyfriend married neurosurgeon boss to his office. Even she wasn't sure what was going to happen. He opened the door to his office and strode through the door, while Meredith stood at the threshold to the office, making sure the door was wide open while she watched Derek fluster around behind his desk looking for something.

He moved his bag from under his desk and found what he was looking for, bringing the plastic bag onto his desk, shifting the piles of paper on the desk to make room. Derek smiled at her again as he took a box out of the bag and revealed a slice of cake, from her favourite bakery downtown with a single candle stuck in the middle.

Meredith's stomach fell like lead to the floor, and she began to feel lightheaded. He remembered. She dared herself to inch forward towards him, the desk and the cake, even though she just wanted to run. The floor felt like quicksand underneath her, every step was an effort, and she knew that on many levels this was inappropriate and dangerous. But he was just a friend, a friend that she was still in love with and could never be with, but a friend all the same.

"You remembered…." Meredith croaked out, hoping that her voice didn't betray how emotional she felt.

"Of course I'd remember when your birthday is, Meredith." Derek replied, only realising then how messed up this was. He was buying a slice of cake for his mistress…or ex-mistress, and his wife was at home, waiting for him. He saw from her expression that she didn't expect this at all, that she thought that after he'd chosen Addison, he'd just forget all the time they spent together, all the conversations they had watching the ferryboats, or at his trailer, or in bed. Maybe he should have feigned that he had forgotten that she told him her birthday was in two minutes. But he cared. He cared more than he should have done.

Meredith cleared her throat, not wanting Derek to know how much this moved her. He wasn't her boyfriend anymore, they were just friends. And he was married. She couldn't read more into this other than that this was a friendly gesture. She wouldn't allow herself to be sucked into that vortex that they seemed to create around each other, where the world fell away and for those moments, it was just Meredith and Derek. Because Meredith and Derek didn't exist anymore. "Let's just light the candle and get on with it." Meredith said, not wanting to be with him any longer than she had to. It was still too painful. She stepped closer to the desk where the matches lay on the desk, but Derek quickly picked them up and put them in his pocket.

"You can't light your own candle and blow it out. That's sad. Just one more minute…" He said, squinting at his watch.

"I think your watch is slow…" Meredith countered, ignoring her own advice and falling into the friendly banter they were used to.

Derek ignored her, and kept glancing from his watch to her face, counting down from ten. "It's midnight!" he smiled, lighting the candle and singing to her. "Make a wish…" He whispered in her ear.

Meredith dared to look up at him, the flickering candle being the only light between them, illuminating his face with a dim glow. She looked at his face, into his eyes, things that were so familiar yet so forbidden. She wasn't a mistress, she wouldn't be a party to adultery, make it easy to string her and Addison both along, even if she so desperately wanted to. It was ironic that the one thing she wished for she couldn't have- she just wanted Derek back. Wishes don't come true. Even his smile was weak now, and his eyes had a thin film of tears over them as they shared this moment together. He hoped that she wished that they could be together too, that he could turn back time and pick her, choose her, love her. But he couldn't.

She blew out the candle, and took a step back, not trusting herself completely. Some moments, these encounters with Derek seemed so easy, where they let their natural chemistry and attraction take them to places emotionally that they shouldn't really go, and other moments, being with Derek and not acting on her emotions was just too hard. Sometimes she rationalised 'Addison cheated first.' It wasn't her fault she fell in love with Derek Shepherd, who turned out to be married. It hurt her more than all of her fights with Ellis put together to think that they couldn't be a couple, to think where they could have been right now if Derek had have chosen her. Just the thought of it made her exhausted, and she plopped down in the chair the other side of the desk, as Derek cut the piece of cake in half, handing her one piece.

"Thankyou for all of this, Derek." Meredith said earnestly, breaking a corner off the cake with her fork.

Derek made himself sit the other side of the desk, not trusting himself to not touch her if he sat beside her. "It's nothing, Meredith. I just wanted to be the one to wish you happy birthday first." He smiled. "I didn't know what your plan was for the rest of the day, and you deserve to celebrate it…"

"Izzie's got this lunchtime cake cutting thing planned. She'd shortlisted possible cakes when I left for this shift." Meredith laughed, remembering the in-depth discussion George and Izzie were having in the kitchen between red velvet sponge and chocolate cake. "Then, after I finish work, I might go see my Mom, see if she remembers who I am let alone that it's my birthday…"

It took every ounce of self control for Derek to resist the urge to move to the other side of the desk and touch her, hold her and reassure her that everything would be ok. That wasn't his job anymore, and that was his choice. He hoped Meredith knew how cut up he was about not choosing her, that she knew how long he antagonised over it, and even regretted it. Derek looked at her sad eyes, looking away from him.

"Even if she doesn't remember you, Meredith, I'm sure she still cares about you." Derek insisted, feeling the need to fill the silence with platitudes.

Was this what they were reduced to now? Talking about every other issue apart from the huge freaking elephant in the room which was the undeniable connection they shared. One moment they were in love, intending to gorge on expensive steaks and have hot sex, and the next- her dreamy boyfriend had a secret cheating wife, and Meredith had become the bad guy. His actions betrayed his conversations, and his expressions betrayed his emotions. This was just too hard.

Meredith stood up from her seat unable to bear it any longer. All she wanted was to spend her birthday alone with Derek somewhere, and not have to worry about sick mothers, or acting lovesick around her ex-boyfriend. She just wanted to feel some happiness again, instead of trying to put on a brave face and move on with her life. It seemed like everyone else was moving on, and she was just stuck, watching them go by, and she just couldn't make herself jumpstart. She had to end this before she internalised even more, and spiralled into a deeper depression.

"It's late, you should go home, get some sleep. Addison will probably be wondering where you are." Meredith told him, her voice squeakier than usual, as she tried not to cry.

"Addison knows not to wait up for me by now." Derek admitted, standing up on the other side of the desk as he watched Meredith turn away. He just wanted to keep her for a little while longer before they were separated again. They had shared a moment, and it had given them both a taste of what could have been if Derek had made the right choice.

Meredith turned back around to face him, her eyes clashing with his. "Do you love her?" She asked, unable to control the words coming out of her mouth. She wasn't sure she really wanted to hear the answer, but she needed to know exactly what made him choose Addison other than the reason that she was his wife.

Derek saw the fire in Meredith's eyes, and the need for him to be truthful. "I don't know…" Derek confessed, looking down, unable to look at Meredith anymore. He gave her up for someone he wasn't even sure he loved anymore.

Meredith swallowed what felt like a lump of cake making it's way up her throat, as it felt like the blood had drained from her body at Derek's disclosure. She had to be the better person. "It's good that you're trying. You wouldn't be you if you weren't the kind of person that was trying to make it work." Meredith smiled sadly.

He looked up from his study of the patterns of weaving on the carpet, his eyes meeting hers magnetically, his eyebrows raised in surprise and shock. "You think so?" He asked softly.

Meredith couldn't control it any longer, and a tear escaped from her eye and rolled down her cheek before she could catch it. "Yeah. Means I wasn't wrong about you."

Her confession only confirmed that despite all the crap he had put her through she was still magnanimous, that she carried herself with respect, and still loved him even though he didn't deserve it. More importantly, she knew him, understood him, and accepted him for the man that he had become- that the circumstances in his life had made him change into. She didn't know that Derek Shepherd once wore designer suits, had a huge sprawling house in the Hamptons, had a maid to do everything in the house, right down to the cooking. She knew and loved the Derek Shepherd the events in his life had turned him into, even though she didn't know what those events were.

She really deserved better than what he could offer her right now.

"Happy Birthday, Meredith." Derek whispered softly as Meredith turned away again, walking towards the door.

Meredith felt his sadness even though her back was turned, knowing he had felt the full force of her words. "Thankyou, Derek." Meredith said, turning back at the doorway, looking at his lone figure in the light of his desklamp before walking away.

I'm walking away with all my beliefs

Standing there was a lovesick misery

Oh I find

That a love that's hardly comeback

It gets hard to breathe, yeah

Standing there was a lovesick misery

And I wait for an angel to come

You have broken my heart but I'm holding on

Oh if I could just make you see

My heart is deep in a lovesick misery.

Sanders Bohlke- Lovesick Misery.