Meredith Shepherd was exhausted.

She used to think the meaning of the word. After a long week of studying for an important test or spending nights having sex with her husband instead of sleeping, she would have said she was exhausted. But now she knew that she had been very very wrong. That had been mild tiredness compared to what she was feeling now.

Her entire body felt as if it were filled down with lead, and it was all she could do to sit up and eat the meals Derek brought up to her. She knew she had to eat, she wanted her baby to grow big and strong, but the fatigue she was feeling cancelled out any hunger she might have been feeling.

"Meredith."

She heard her husband's voice whisper her name and she squeezed her eyes closed tightly and curled further into herself, her hand tightening over her belly. Her belly that was still very flat but where Derek's baby was resting safely. Her husband was amazing, he had done everything she had asked without a single complaint, and once he had learned that cologne was not an option for the next eight months he had held her hair as she'd gotten sick once again. And when the fatigue had set in a couple days after she found out she was pregnant, he had laid in bed with her for hours, quickly agreeing to her request not to leave her side. Instead of sleeping, he'd read pregnancy books from cover to cover, and spent time mumbling softly to his baby.

He'd been amazing.

But now he was waking her up, and she was pretty sure that waking her up was so mean that it cancelled out every amazing thing he had done for her so far.

"Go away," she swatted blindly at him, her hand falling to the bed beside her head.

"Beth and Nathan are here," he whispered. "They have big news."

"Too tired," she whispered.

"You've been asleep for hours."

"And it's your fault."

Derek sighed. "Come on, Mer, I know you're tired," he whispered. "But they have pictures. Of the baby."

"Baby?" Meredith sat up quickly, a hand going to her head to fight off the sudden dizziness. "Oh no."

"Careful," Derek said, reaching out to grab her. "Their baby, Mer."

"Do they…did they find out?"

"I don't know," Derek laughed as she slowly got to her feet, testing her balance for a moment before she walked towards the stairs. "Be careful."

"I'm pregnant, Derek, not dying."

"I know, but you've been dizzy and I don't need you falling down the stairs."

"I'm fine," she sighed, trying to fight of a yawn.

"Mer!" Beth giggled from the couch as Derek and Meredith walked into the room.

"Hey," Meredith smiled at Beth as her eyes were drawn to her friend's slightly swollen stomach. "How are you feeling?"

"Great," Beth smiled. "We just got back from the doctor's."

"And we have pictures," Nathan announced, holding a sonogram out proudly.

"Oh," Meredith breathed, staring down at the grainy black and white image as a hand went automatically to her stomach. "Beautiful."

"Could you tell the sex?" Derek asked, staring at the picture over Meredith's shoulder.

"No," Nathan rolled his eyes. "It's mother's child. Stubborn as all hell."

"That is not true," Beth rolled her eyes. "The doctor said it would have been ambitious to expect to know this early."

Nathan opened his mouth, then quickly closed it and nodded. "Of course, Beth," he said with a smile.

Derek bit back a laugh as he watch Nathan's reaction. He was going to have to ask him for tips later.

"Meredith," Beth breathed as she looked suspiciously at her. "Are you pregnant?"

"What?" Meredith asked, her hand automatically falling from her stomach. "No! Of course not!"

"Really?" Beth asked. "Because you're looking at my ultrasound picture and crying. Like you're excited to see your own baby."

"No," Meredith said quickly. "I'm just…excited for you."

"You're touching your stomach," Beth continued. "And you've been sleeping every single time I've come over the past couple days. Oh my god, you guys are going to have a baby!"

"I…"Meredith glanced at Derek for a moment before she finally sighed and nodded. "Yes," she said with a smile. "We're having a baby."

Beth squealed as she launched herself off the couch and hugged Meredith tightly. "Our babies can be best friends," she exclaimed. "Oh, and if we have one of each, maybe they'll fall in love."

Derek rolled his eyes. "That's…"

"Dude," Nathan said quickly. "Don't say it. The last thing you need is two pregnant women on the warpath."

Derek frowned. "Mer hasn't been that bad," he said. "Just tired."

"Yeah, because she just got knocked up," Nathan said. "Wait a couple weeks and she'll yell at you for not making the bed and then an hour later when she wants to take a nap she'll be screaming at you for making her pull the damn covers back before she gets into bed."

"That's…" Derek frowned. "Seriously?"

"You're in for a rough ride, my friend," Nathan laughed, clapping Derek on the back. "But congratulations."

"Thanks," Derek smiled.

"And we're not actually telling anyone yet," Meredith said. "We want to wait until we hear the heartbeat and make sure everything is okay before we tell anyone."

"Comepletely understandable," Beth nodded. "Do you want the number for my OBGYN? He's amazing."

"I was kind of hoping for a female," Meredith sighed. "Just…less awkward that way."

"Definitely female," Derek nodded.

Meredith rolled her eyes as she made her way towards the couch. "Caveman," she muttered under her breath. "Sorry guys, I'm just completely exhausted."

"We get it," Beth nodded, grabbing Nathan's hand. "We'll let you get your rest. But we'll have to go shopping soon. And I'll see if I can get you into our Lamaze class, it's the best in the city."

"Thanks, Beth," Derek smiled. "And congratulations on seeing the baby. It's a cute kid."

"Of course," Nathan nodded. "He's mine."

"I let you think that," Beth teased as she led them to the door. "Tell Mer to come by when she's feeling better."

"I will," Derek smiled. "Thanks for the support."

He closed the door gently behind them, smiling softly as he turned back to Meredith. She was curled up tightly, a hand resting gently on her stomach as her chest rose and fell with every breath. He leaned down to kiss her forehead gently before pulling a blanket over her. He couldn't have his wife and baby getting cold. With a smile, he turned to the bookshelf on the wall parallel to the couch and grabbed the camera, carefully snapping a picture of his slumbering wife. She'd kill him when she saw these, but he needed them. He wanted his son or daughter to be able to track their lives from the very beginning, and that included pictures of pregnant Mom. So she was just going to have to suck it up and let him do this for his baby.

He knew that they were going to have a long few months ahead of them. He'd read every word of their expecting books, both the mom and dad one, and he knew that their lives were about to get crazier than they ever could imagine. But he knew it was worth it. Because in a few weeks Meredith's stomach would start to grow, and in a few months he would be able to feel his baby move in his wife's stomach. And in eight months he would be able to hold his tiny little baby, to actually have the perfect combination of him and Meredith in his arms and officially be a father.

"Derek," Meredith whispered from the couch, opening her eyes to look at him.

"What's up?" he asked, rushing to her side and kneeling in front of her, gently running a hand through her hair.

"I'm still tired," she whispered. "But I can't sleep."

"Okay," Derek laughed. "What do you want me to do?"

"Can we just talk?" Meredith whispered. "About baby or…something? I'm exhausted, but I've slept more than humanly possible, so let's just talk about baby."

"I can do that," Derek smiled, lying down beside her on the couch.

"You think it's a boy?" Meredith whispered.

"I don't really know," Derek laughed. "You're the only one who really has a connection to baby right now."

"I want it to be a boy," she whispered softly. "Or a girl…"

"Well that's good," Derek laughed. "There aren't really any other options."

"Shut up," Meredith sighed. "I always wanted an older brother. To watch out for me."

Derek smiled softly. "I love being a big brother," he said softly. "But being a little brother isn't bad either. Except for when Kath and Nance started dating and when I tried to threaten the guys who came to picked them up they laughed at me."

Meredith giggled. "Poor Derbear," she sighed.

Derek laughed as he laced his fingers through hers, bringing her fingertips to his mouth to kiss them gently. "If we have a girl," he whispered. "I want her to look like you."

Meredith blushed slightly. "She'll be beautiful."

"She will be," Derek nodded.

"What…do you want to stay in this apartment?" Meredith whispered.

"I think so," Derek nodded. "At least for now."

"There's no bedroom for baby."

"I know," Derek sighed. "But we could separate part of the living room for his things. A crib and a changing table, maybe a dresser. We'll put a bassinet in our room."

"Babies have a lot of stuff, Der."

"Not at first," he shook his head. "Maybe we'll move to a two bedroom next summer. But he really won't need his own room for a couple years."

"He should have one," she whispered. "I want him to have the best."

"He will," Derek nodded, moving down to rest his head against her stomach. "Or she."

"Derek?" she whispered, running her hands through his hair.

"Hmm?"

"I'm going to be a good mom, right?" she whispered.

"Oh Mer," he whispered, pressing a kiss to her stomach before reaching up to catch her lips again. "You are going to be an amazing mother."

"I just…my mom was so horrible," she whispered. "I don't know how to be a mom."

"Yes you do," Derek whispered. "It's instinct. And don't go by what your mom did. Because she was a horrible wife too and you…you're the best wife in the history of the world."

Meredith smiled softly. "You're so amazing," she whispered. "I don't know what I'd do without you."

"Good thing you'll never have to know," he smiled softly. He sighed as he buried his face in her neck, holding her tightly as his hand stroked her stomach softly. "I wish Dad were here," he admitted softly.

Meredith nodded as she reached up to twist his curls around her finger. "He would have wanted to be here," she whispered. "Especially if this is another Shepherd boy."

"I'm scared," Derek whispered softly. "I want this baby, Mer, and I can't wait to be a dad. And I'll be here for everything. Every craving, every moment of false labor, the swollen ankles…I want to be here. But I wish Dad was here to tell me how to be a good father."

"He's here," Meredith whispered. "Derek, he's never left you. And he'll help you figure out how to be a good father, what you should do. But I don't have any doubts."

Derek was silent for a moment before he whispered, "When the baby's two, I'll be an intern."

"I know," she whispered. "We'll work it out."

"I'll miss things, Mer," he whispered. "I hate that, but I'll have to work forty eight hour shifts and other crazy hours, and I'll miss things. I just don't want you to think that I don't care."

"I know that's not true," Meredith shook her head. "Derek, you're going to be an amazing father. And I know that you won't be able to be there for every first. I won't either. But you'll fight to be there for the big things, the things we know are going to happen. The only time I'll ever get mad at you is if you volunteer for overnight shifts when you know we promised our child a movie night. Or scheduling an appy when our daughter has a ballet recital or our son has a basketball game."

"That won't happen," Derek assured her. "I'll be here, for as much of it as possible, I'll be here."

"Me too," she whispered, stroking her stomach gently. "Mommy loves you, baby."

"Daddy loves you too."