"I have to tell her," Cristina says, rolling over onto her back.

"It's 3 in the morning. Can we please go to sleep," Owen asks.

"I can't tell her. It's not my place. I don't meddle. I will NOT turn into Izzie Stevens," Cristina says.

"Fine. But now it's 3:01. Can I please get some sleep?" Owen pleads.

"But if I don't tell her, I'm lying…and I'm a coward. I am NOT a coward! I'm not," Cristina says.

"3:02,"

"You're not being very helpful," Cristina points out.

"What do you want me to say. You're in a bad spot. If you tell Lexie she'll be devastated, if you don't tell her she'll go on believing she has something she doesn't. It's a no win situation," Owen says.

"Tell Lexie? No way! I was going to tell Meredith! I'm not telling Lexie!" Cristina exclaims.

"See this is where all of you are so foreign to me. Why would you tell Meredith instead of telling Lexie? It's Lexie's boyfriend who slept with another woman," Owen points out.

"Because Meredith's my person. I owe her honesty. I don't owe Lexie anything," Cristina explains.

"Then why does it bother you so much that Mark slept with Callie. If you don't care about Lexie…" Owen asks.

"I didn't say I don't care about Lexie! I care very much about Lexie. I may not be very nice to Lexie very often, but that's because she's an intern and interns are sort of like scum on the bottom of a pond, but as a person I like her very much. But she's not MY person. Those are the rules. I tell Meredith because she's my person. Meredith tells Lexie if she wants to, or she tells Izzie who then definitely tells Lexie because she won't be able to stop herself. It all makes perfect sense," Cristina explains.

"Of course it does…" Owen patronizes.

"But if I don't tell Meredith, who knows how Lexie finds out. I mean everyone finds out eventually…right? What if one day, she finds out through someone else? What if Callie falls in love with Mark and tells her out of spite? What if Mark falls in love with Callie and tells her himself and she has to sit there and react to him… I guess I owe it to her to tell Meredith so someone can break it to her gently. Which is another reason I can't tell Lexie myself. I'm not a 'break it to you gently' person and she deserves that," she says.

"You're complicated," Owen says.

"Yes," Cristina agrees. "I have to tell Meredith…" she says.

Owen sighs. "Since I'm sensing there is no chance of my getting lucky tonight, why don't I head over to the hospital and start my rounds early.

"I'll come with you," Cristina says throwing the covers off and pulling a pair of jeans off the floor. "I think Meredith is working an overnight shift," Cristina says.

(Break)

Meredith and Izzie sit in the cafeteria drinking coffee.

"Do you think any resident has actually tried to place an I.V. of coffee in their arm?" Izzie asks.

"No. I think we kind of like the sleep deprivation. There's something about us that makes us yearn for torture…you know?" Meredith replies.

"So she finally fell asleep?" Izzie asks.

"Yeah. In the middle of etch a sketching," Meredith says.

"I checked on her vitals a few minutes ago. She's doing really well, all things considering," Izzie says.

"Thank you," Meredith says.

"For what?" Izzie asks.

"For being a good friend to my sister," Meredith says.

"Oh. You're welcome. She's a good friend. I like her. It's nice to finally have a friend to hang out with. I mean you and Cristina well…" Izzie says.

Meredith looks down. "Iz…I'm sorry if I've ever made you feel like I don't value our friendship. I mean, Cristina and I…we're just so close and we understand each other 's dark sides. You don't have a dark side, Iz. You're the brightest and shiniest person I know. I need that in my life too. It's important. You're important…and I'm sorry if I ever made you feel otherwise," Meredith says.

Izzie's eyes fill with tears. "Thank you," she whispers.

Cristina walks over and sits down. She immediately looks at Izzie. "Why are you all emotional? Are you going to cry? Should I find somewhere else to sit?" Cristina says, exasperated.

Izzie gets defensive. "No! I'm fine! I just have…allergies. What are you doing here anyway…you're not on call!"

"I'm here to talk to Meredith. Don't you have something to do?" Cristina says, dismissively.

"Cristina!" Meredith says. "Stop it! Izzie and I were having coffee. You're welcome to join us, but you can't kick Izzie out of the cafeteria," she says.

"Can I make her sit at another table?" Cristina asks.

"Hello? I can hear you!" Izzie snaps at Cristina.

"Fine. If you want her meddling in your life, fine. I have something important to tell you…It's serious," Cristina says.

"Seriously?" Meredith asks.

"Seriously," Cristina says.

"Seriously! Who's full of drama right now…just tell us what you wanted to tell us, Cristina!" Izzie says.

"Mark slept with Callie. I walked in on them," Cristina says.

Meredith shakes her head. "No. You must have misinterpreted what you saw. There is no way that…"

"They were naked and in bed together. And they freaked when they saw me. There was no misinterpreting," Cristina says.

Meredith stares straight ahead and does not speak.

"Mer?" Cristina says.

"She's freaking out," Izzie points out.

"Yeah. I think she is," Cristina says.

Meredith still says nothing as she gets up and walks towards Lexie's room.

Cristina and Izzie follow her. "What do you think she's going to do?" Izzie asks.

""I don't know. But I don't think we should leave her alone right now. She's not talking…That's never a good sign," Cristina replies.

Izzie nods in agreement as they watch Meredith open the door to Lexie's room.

"Should we follow her in?" Izzie whispers to Cristina.

Cristina nods. "We can't leave her alone."

Meredith sits down and picks up Lexie's etch a sketch and doodles on it. She creates an intertwining of lines that don't morph into anything recognizable, as she waits for Lexie to wake up.

Five minutes later, Lexie is still sleeping and Meredith is still doodling. "How long do you think she's going to play with that toy? It's creepy," Cristina whispers.

"I don't know…Should I take it from her?" Izzie whispers back.

"I wouldn't," Cristina says.

Lexie begins to stir and as she opens her swollen eyes, she looks at Meredith Cristina and Izzie and smiles. "Are we having another girls' night? Or is it morning? I don't even remember. I actually slept though. The last thing I remember is kicking Meredith's butt on the etch a sketch and then falling asleep. Have you been here long?" Lexie says.

Meredith doesn't respond. Cristina and Izzie both shake their heads numbly.

"What's wrong? You guys are acting kind of weird. Why isn't anyone saying anything?" Lexie asks, nervously.

Meredith continues to doodle on the etch a sketch.

"Why is she playing with my toy?" Lexie asks Izzie.

"I think one might ask why you have a toy to begin with," Izzie replies.

"Meredith bought it for me because I am freakishly good with an etch a sketch! I can draw anything! Mer, give it to me. Izzie, you name it, I'll draw it," Lexie says.

"How much medication did you give her?" Cristina whispers to Izzie.

"Shut up! I want to see what she can do with an etch a sketch. I had one when I was a kid but all I could draw was a bunch of weird looking lines!" Izzie says.

"Mer? Why are you ignoring me? Are you mad at me?" Lexie asks.

Meredith shakes her head, but does not look up from the etch a sketch.

Lexie goes to grab the etch a sketch when Meredith snatches it away.

"Okay…this is kind of weird. We should do something…" Izzie says.

"What can we do? Find a Lite Brite?" Cristina answers.

Meredith silently hands Lexie the etch a sketch. Lexie takes it and says, "Let's see what you made!"

She looks at Meredith's drawing. She stares at the screen as the letters begin to take shape. She makes no sound as she stares at the crooked letters.

MARK SLEPT WITH CALLIE

The words alternately blur and then come into focus for Lexie. Izzie and Cristina stare at each other and Meredith snaps out of her trance and looks at Lexie, concerned. The silence is so thick that even their sharpest scalpel couldn't slice through it.

Finally, Meredith touches Lexie's arm. "Lex? Say something…please," she begs.

Lexie shakes the etch a sketch as hard as she can. She frantically turns the knobs. When she finishes, she hands it to Meredith who looks down and reads what Lexie has written.

I DON'T BLAME HIM. LOOK AT ME.

Meredith's heart breaks as she reads Lexie's words. She takes the etch a sketch from her and crawls into her bed. She takes Lexie's head and rests it on her shoulder wrapping her arms protectively around her little sister. She motions for Izzie and Cristina to leave. As they tiptoe out of the room, Meredith feels Lexie's shoulder's start to shake as her body is wracked with sobs.

"Lexie…it's going to be okay. You'll be okay. I'll be here for you…I promise," Meredith says.

"You don't understand!" Lexie cries.

"Tell me…" she says. "Make me understand," Meredith says.

"No one will ever know me as I was. No man will ever not see me all damaged like this. No man will ever know that I used to be an attractive woman. I'll never be able to have a relationship again with someone who didn't know me before. It really cuts my chances at that whole happily ever after thing…" Lexie says, sarcastically.

"You are still beautiful," Meredith says.

"I AM NOT! Stop telling me that! I am not still beautiful and it's not going to all be okay. I loved Mark. I still love Mark, and he slept with Callie which means that he fell out of love with me. It will not be okay," Lexie says, angrily.

"Let's not talk about it," Meredith says.

"Not talk about it?" Lexie asks, confused.

"Let's take 24 hours and not mention Mark Sloan's name. We'll talk about everything else, and pretend that Mark Sloan doesn't exist and that Callie Torres is random senior resident who breaks bones for a living. Try living in my world. The world of denial. 24 hours…starting now," she says.

Lexie leans her head on Meredith's shoulder. "I can't. I need to see him. I need to talk to him. I need him to tell me. Make him come here. Please. I want him to look me in the eye and tell me to my face. I won't fully believe it until I hear it from him."

Meredith nods. "I'll find him. But I'm not leaving you alone," Meredith says.

"Why? Are you afraid I'll try to etch a sketch myself to death?" Lexie asks.

"No. But I am afraid you'll be very sad. And when you're very sad you should be surrounded by friends," Meredith says.

Lexie doesn't argue. "You'll get him to come here?" she asks.

"I'll do whatever I have to," Meredith promises.

(Break)

"Stevens, Yang, you two are on ortho today! Find Torres and see what she needs you to do," Dr. Bailey calls.

Izzie and Cristina look at each other and smile. "This is going to be fun!" Cristina whispers.

The two of them page Callie to find her location. When they receive her response, they rush to O.R. #3 to find her doing a double knee replacement.

Callie stares at Cristina uncomfortably. She isn't sure what to say, so she says, "I'm almost ready to close the legs."

"Sounds like a good idea," Cristina mumbles under her breath.

Izzie giggles. "Yeah…that'll be the day," she says.

Callie glares at Izzie. "You got something to say, Stevens?" she says, harshly.

Normally, Callie's harsh tone would have intimidated Izzie, but this time, she is comforted by the strength in numbers and she answers by saying, "Yes, Dr. Torres. I do have something to say. If closing legs is something you do regularly at work, why don't you try doing it at home…like when in the company of other people's boyfriends… you know…the people that are off limits," she says, smirking.

"Yeah…I probably should. Go ahead, get it all out. Do you think that I don't know I deserve it? Go on, both of you, take your best shot. You're probably been waiting to do it all night. Just get it all out," Callie says, resigned.

Cristina and Izzie glance at each other. Cristina speaks first. "Okay. Seriously, you don't get to ruin this moment for us. You don't get to give us permission to mock you. We were going to mock you before you gave us permission. So here goes…you should be embarrassed. When we first came into this program, you were the freaky, but smart resident. Then you were George's weird, freaky girlfriend…"

Izzie interrupts, "Who didn't wash her hands after using the bathroom," she adds.

"I did wash my hands!" Callie says, defensively.

"Let me finish!" Cristina says, impatiently. "Then you were George's weird, freaky wife. Somewhere along the line, you lost the freaky title and I actually liked you and made you my bridesmaid for that ridiculous wedding I almost had. We became roommates because I thought you were cool, and uncomplicated and easy to live with. But then you became the hospital joke. You couldn't even hang on to George O'Malley…and don't blame Izzie for that…you lost him all on your own! Then there was Erica Hahn. You were like a 12 year old girl around her . Were you a lesbian? Were you not a lesbian…no one cared, but we all knew about it! All the while, you were sleeping with Mark in the on call room like his cheap hooker. All of that was your own business…until you slept with Mark while he was with Lexie Grey. She is lying in a hospital bed unable to roll over on her own because if she moves the wrong way her skin will fall off leaving her organs exposed. She is facing an uphill battle which you just made harder. I may not be the person who shows emotion, or gives hugs, but I am a person who doesn't kick another human being when they are down. Lexie Grey was about as down as a person can get, until you just lowered her another 10 feet. Do you want to go to the children's oncology ward and steal the toys from the cancer kids too?" Cristina asks, surprising even herself with her own fury.

"Are you finished?" Callie asks.

Cristina thinks for a moment. "I think I am. Izzie? Do you have anything to add?" she asks.

Izzie turns to Callie. "You told me that women don't do this to other women. You were right then. What I did to you was wrong. But what you did to Lexie…right now…it's unforgiveable. You may have broken her, and if that's the case, don't think you'll find a friend in anyone at this hospital," she practically spits at Callie.

Callie blinks hard, trying to clear the thick cloud of venom that seems to be looming in front of her. "Are you finished?"

Izzie nods, definitively, and waits for Callie to respond.

"Good. If you're both finished, each of you can close one knee," she says, turning around and leaving the O.R.

(Break)

Derek bursts into the on call room. "Is it true? he asks, pointing a finger at Mark, accusingly.

"Derek, man. I don't know what happened. You've gotta help me fix this," Mark pleads.

"Damn it, Mark! This is why I told you to stay the hell away from Little Grey! I don't know how to help you fix this!" Derek fires back.

"I didn't mean to. I just…we were drinking and she started to…forget it. There's no excuse. I'm still a jerk. But now I'm a jerk who knows he's a jerk, doesn't that count for something? I still love her," Mark says.

"Remember what I told you that it's what you do now that counts?" Derek asks.

Mark nods.

"Well you really should have taken me more seriously. You screwed up royally man, and I don't know how to get you out of this one. Do you know what it's like to be cheated on? No…you don't because you always do the cheating! I have never gotten over you sleeping with Addison, and I guarantee you that Lexie Grey is never going to get over you sleeping with Callie," Derek says, coldly.

Mark stares back at Derek. "This isn't just about me and Callie, is it?"

As Derek and Mark stare at each other without saying anything, Meredith enters. Derek continues to stare Mark down as he speaks to Meredith.

"Don't even waste your breath, Mer. This man wrecks lives. He almost wrecked mine and now he has wrecked Lexie's. Tell Little Grey to cut her losses," Derek says.

"Derek, I thought we had gotten to the point where you…" Mark says.

Derek cuts him off. "The point where, what? The point where I've moved on and put it behind me? I may have forgiven you on some level, but when you take Meredith's sister who is struggling to hold onto whatever quality of life she has left, and beat her down, it makes me realize that you haven't changed a bit! You're selfish, shallow and you…"

"Derek!" Meredith says, pleading for him to stop, knowing that he will regret his words later.

Derek stops and looks at Meredith and then back at Mark. "I was here for you, man. I was. But now I'm not. I'm done with you, Sloan." He turns to Meredith. "See you at home," he says walking out of the room.

Meredith stares at Mark. There is something about the look in his eyes that betrays the hurt Derek's words have inflicted upon him. She stares at him sympathetically.

"Are you okay?" she asks, gently.

Mark stares at her. "Why are you being nice to me?" he asks.

"I'm the girl who has sympathy for serial killers who slit innocent women's throats. Surely I can muster a little bit of sympathy for you," she quips, putting her hand on his arm.

"You didn't come here to be nice to me, did you?" he asks.

Meredith shakes her head. "No. I came here to do whatever I had to in order to get you to bring you back to Lexie's room with me, because it doesn't matter what I think of what you did. What matters is that Lexie still cares about you. And for what it's worth, Mark…I know what it's like to be where you are," she says.

"Really? You've been with a great guy who got burned in a fire and then cheated on him?" Mark asks.

Meredith shakes her head. "No. But I've done everything in my power to push Derek away because relationships kind of freak me out. I don't really know what to do when people are nice to me. I know what it's like to wonder what a person sees in you. And I know what it's like to make a lot of mistakes because of that," she says.

"You're not hitting on me, are you?" Mark jokes.

Meredith shakes her head. "No joking, Sloan. We're going to be serious right now. Are you coming with me?" she asks.

Mark thinks about it. "What made you decide to trust Derek and stop screwing everything up?"

Meredith pauses. "I don't want to be my mother. I don't want to be a brilliant surgeon who dies alone pining away for someone else's husband," she says, softly.

Mark doesn't say anything.

"I guess what you have to ask yourself is do you want to be the old guy waiting for Callie to be lonely enough for on call room sex or do you want to have your own relationship, and give yourself a chance at happiness?"

"I know what I want…I just don't know if I can let myself have it. Letting myself have it would be letting myself be happy," Mark explains.

"Why don't we meet for lunch later. You can take a few hours to think about things," Meredith offers.

Mark nods. "I'll buy," he says.

"Damn straight you will!" Meredith says.

(Break)

Meredith sees Callie in the on call room as she peeks through the window. Callie lies on the bed facing the ceiling with her eyes open.

Meredith opens the door and stands over her. Callie sits up when she sees her.

"I'm sorry. I wish I had something else to say to you, but I'm sorry," Callie says.

"You know, I can look at Mark as damaged enough to do something so destructive to so many people and find a way to forgive him because he's so damaged. But you? You're the person who usually stands up for people when they are down. Why would you do something like this? Seriously!" Meredith asks.

Callie sighs. "Do you really want an answer to that? Because it's not going to make you like me any better. Look…I know I've worn out my welcome among your little crowd. Why don't you all just get together and talk about crazy, slutty Callie who can't keep her legs closed and make Lexie laugh with all your stories about how I didn't wash my hands in the bathroom at your house. I'm not going to defend myself…have a blast," she says, resigned.

"You know, I can find sympathy for serial killers, but I just can't seem to muster any sympathy for you. I'm trying…really I am…but nope. None," Meredith says as she turns and walks out of the room.

*****

Hope you like it! Thanks so much for reading and reviewing! Next week, Mark is going to have to talk to Lexie because it's going to be almost time for her surgery to occur…but that conversation is going to be interesting! Also, Callie is going to stop in to see Lexie…that will also be interesting!! Other stuff to happen too, so please read, and review and let me know what you think! You guys are the best!