"So where's Derek tonight?" Lexie asked as Meredith hung up the phone and set it on the kitchen counter.

"He's studying," Meredith sighed, moving towards the fridge. "But we're going out tomorrow night. Like out out."

"Out out?" Lexie asked.

"To dinner," Meredith replied. "Like dressing up and drinking fancy wine."

"That's great," Lexie said, dropping into a chair and placing her pile of textbooks on the table.

"Yeah," Meredith said distractedly.

"What's wrong?" Lexie asked, sensing Meredith's hesitation. "Last time I checked, you were head over heels. He's all we've been hearing about for the past month."

"I am," Meredith sighed, sitting down across from Lexie. "Or…I will be or something. But I've never really done this before, so…I don't know what to do. And I told Derek that but I don't think he realizes how completely clueless I really am."

Lexie frowned. "Have you told him about Ryan? Or your mom?" she asked softly.

Meredith tensed slightly, then shook her head. "No," she said. "And he doesn't ever need to know about that. No one does."

"Mer," Lexie sighed. "You know, I get it if you don't want to tell him yet. But if you two are as serious as you seem to be, he's going to have to know eventually. And it might be easier for you if he knows. That way he'll understand your hesitation."

Meredith shook her head. "No way," she said. "Derek's already perfectly fine taking this whole thing at my pace. And what Ryan did….when guys find that out, they get scared and they run. They run because they don't want damaged goods, and I can't…I'm really falling for Derek, and I can't stand to lose him because of what Ryan did."

Lexie sighed as she opened her textbook. "Do what you want," she said. "Maybe you should talk to Dr. Wyatt about it."

"I quit the shrink," Meredith said. "I'm fine, Lex."

"I'm not saying go back all the time," Lexie said. "Just tell her about Derek and ask what she thinks you should do."

Meredith sighed as she stood and moved towards the door. "I'll think about it," she said.

Lexie frowned as she looked down at her textbook, wondering what she needed to do to convince her sister that she needed to get some help. As she picked up her highlighter, she jumped as the phone rang loudly at her side. She grabbed it and answered distractedly, running her highlighter over the shiny pages of the book.

"Lexie," Derek's voice said from the other end of the phone. "Is Mer there?"

"Yeah," Lexie frowned as she stood and moved towards the stairs. "Didn't you just hang up with her?"

"I forgot to tell her something," Derek laughed.

"If I didn't know better, I'd say you were the perfect man," Lexie giggled before turning towards the stairs. "Mer! Derek's on the phone."

"Thanks," Meredith said as she ran down the stairs. "Der?"

"Hey," Derek said.

"We just hung up less than five minutes ago," Meredith giggled.

"I forgot to tell you something," Derek replied.

"Okay," Meredith replied. "Are you going to tell me or are you going to hang up and call me back in five minutes?"

Derek laughed. "I think you should go outside," he said.

"What?" Meredith frowned.

"Just open the front door," Derek said.

"Derek, you're acting weird," she said as she turned to walk down the stairs. "Are you…" her voice drifted off as she saw him standing on the other side of the front door. She hung up the phone and tossed it on the bench beside the stairs before moving towards the door and letting him in. "Derek, what the hell are you doing?"

"Nice to see you too," Derek laughed as he leaned in to kiss her.

"Okay, I'm really confused," Meredith said. "Seriously, what are you doing here?"

"I realized something when we talked on the phone earlier," Derek said softly, stepping closer to link their fingers together. "And I know it's something that I need to tell you in person. Not over the phone."

"Oh," Meredith nodded. "Okay, so…what is it?"

"Meredith Grey," Derek whispered, leaning his forehead against hers. "I'm in love with you."

"You…what?" Meredith asked.

"I'm in love with you," Derek whispered. "I love you, Meredith."

"Oh," Meredith said, pulling back from him. "Oh."

"Oh?" Derek asked, suddenly feeling unsure about what he'd just said.

"Are you sure?" Meredith asked moving to pace the foyer. "I mean…I love you too. But we barely know each other. Or we do because I love you. But…we've been dating for less than a month, and we haven't even slept together, but I love you and I just want to make sure that you know what you're getting into, because we're still in that honeymoon phase or whatever which really doesn't make that much sense because we didn't get married, and that's totally beside the point because…I love you too."

"Meredith," Derek said softly, stepping in front of her and taking her into his arms. "You love me?"

"Yes," she whispered, looking up at him hesitantly. "Which I didn't actually realize until now, but I do love you."

"Good," Derek nodded. "I love you too."

Meredith swallowed hard as she looked at him. "Derek…before you do this, there's something you need to know," she said softly.

Derek frowned as he reached out to cup her cheek in his hand. "Mer," he breathed. "There's nothing that can change this for me. What's going on?"

Meredith inhaled deeply as she looked at the stairs. "Let's um…my room," she said softly. "We should go to my room because we have to talk and that's really the only place in this house that has any privacy because there's a lock to keep my crazy roommates away."

"Okay," Derek frowned as he followed her towards the stairs. There was obviously something bothering her, and he couldn't imagine what was so horrible that she thought it would make him stop loving her.

"So this is my room," Meredith mumbled as she led him into the room at the end of the hall on the left.

Derek smiled as he stepped into the room. He took in the unmade bed and the clothes piled on the floor, lesson plans strewn over the chair beside the window. "It looks like you," he said softly.

"Yeah," Meredith sighed as she closed the door behind her. "Look, Derek, I know that you said that you didn't need an out when we started this, but you just said something big, and you deserve to know this before you decide for sure. So if you decide to leave after I tell you this…it's okay."

"Mer," Derek breathed. "I promise that I'm not leaving this. I'm not leaving you. Just tell me what's going on."

Meredith sighed as she moved to sit on the bed. "In college," she said softly. "This guy and I…well we didn't really date. It was more like friends with benefits or whatever. But we had fun together, and I trusted him. He asked me not to see other people, and I agreed, because I thought that maybe it would be okay to do things in steps, you know? But then I woke up one morning and he was gone. There was a note saying that he was leaving. He'd gotten my best friend pregnant."

"Oh, Mer," Derek sighed, reaching out to pull her into his arms. "That's…horrible."

"That's not the worst of it," Meredith sighed. "It turns out that after my mom accidentally met him, she paid him off to leave me because I was apparently distracting him to becoming a focused doctor. She offered to pay for his transfer to another school so that I would stop distracting him."

Derek frowned as he looked at her. "I can't believe that your mother did that," he breathed. "You're…completely amazing and she should be completely and totally proud of you."

"Yeah, well, she's not," Meredith said. "I know this probably doesn't sound that bad, but it's been really hard to trust that anyone without being afraid that they would leave. So this is a big deal for me, and…people always leave. Because I'm poison."

"You are not poison," Derek said firmly, pulling back to look into her eyes. "Meredith, you're incredible. And I hate that you had to go through that. But I love you. That's not going to change because your mother is horrible person and you dated an asshole."

"You don't get it," Meredith whispered. "Everyone always leaves. My dad, my mom was never home, and Ryan…so it's hard for me. To trust people. And now that you know that I'm all dark and twisty, you can take it back. Everything, if you want to."

"I don't want to," Derek shook his head. "Meredith, this doesn't change anything I've said. At all."

"Really?" Meredith asked. "I know I've been making you wait a long time for sex, but now you get that it's hard for me to trust people. And last time I thought that I could have more than sex…my mother paid the guy to leave me because I wasn't good enough for him."

"No amount of money is worth leaving you," Derek shook his head. "And Meredith, I'm not in this for sex. I'm with you because of your giggle. And your passion for life. And the way that you can continue to smile even though you've lived through hell."

Meredith smiled softly. "Okay," she said softly. She rested her head against his shoulder and sighed. "We're moving fast."

"We are," Derek nodded, looking down at her. "Are you okay with that? We can slow this down."

"No," Meredith shook her head. "I'm glad I'm dating you, Derek. Really glad. I just want you to understand why it's hard for me to do this."

"I'm happy with dating," Derek nodded. "And when you're ready…we can take it to the next level."

"I'll be ready soon," Meredith whispered. "I promise."

"No pressure," Derek said, pressing his lips to hers.

"Derek?"

"Hmmm?"

"It's almost Halloween."

Derek laughed slightly. "I know," he said. "Is there a reason you're informing me that it's late October?"

"Well…I have to have a Halloween party in my class," Meredith said. "It's kind of ridiculously corny, but we need parents' help to keep all the kids on sugar highs under control, and I know you're not a parent and your sister probably wants to come help, but…you could too. If you want."

Derek laughed slightly. "Are you asking me to your Halloween party?" he asked.

"It's stupid, I know it's stupid, but all the kids loved you, but you're busy with school and everything, so it's okay if you don't want to," Meredith bit her lower lip.

"I want to," Derek nodded, leaning down to kiss him. "Do I get to dress up?"

Meredith rolled her eyes. "If you want to," she said. "But nothing stupid."

Derek laughed. "I'll make sure it's nothing stupid," he said.

Meredith sighed as she cuddled into his side. "Thank you," she whispered.

"For what?" Derek asked.

"For understanding all of this," Meredith whispered. "For being so amazing."

"I'm just being me," Derek shrugged. "And I already know that I'm amazing."

She rolled her eyes and pulled away from him. "I need to learn not to feed your ego," she said.

"And I need to work on building yours," Derek replied, leaning down to kiss her gently.

Meredith smiled against his lips as she threaded her fingers through his hair, suddenly feeling much better about this whole relationship.

XXXXX

Derek sighed as he walked out of class the next week, relieved that the test he'd just taken was finally over. It had gone pretty well, and now he was ready to take a break from studying.

He hadn't seen Meredith since he'd told her he loved her and she'd told him more about her past, and as stupid as it sounded, he missed her. She'd been so scared, so terrified that he was going to leave her, and he'd hated her mother for making Meredith so vulnerable and fragile.

He glanced down at his watch and smiled slightly. He'd finished the test early, and the timing couldn't have been more perfect. With a smile, he moved towards his car, quickly maneuvering through the streets to his niece's school. He pulled into a parking spot just as the buses were pulling up and he joined the stream of parents and baby sitters who were walking into the school to collect their children after school. He needed to see Meredith, and it was completely perfect that Meg was in her class.

He stopped outside her open door, smiling as he leaned against the frame and watched her giggle as she crouched down to be eye level with one of her students who was explaining a colorful drawing to her. She was beautiful, and he couldn't believe that he was lucky enough to be the first one that she trusted after a horrible life. He had to make sure he didn't mess this up.

"Uncle Derek!"

Derek tore his eyes away from Meredith to see his niece running towards him.

"Well hello Meg," Derek laughed, pulling her into his arms. "Is this a nice surprise?"

"The bestest surprise ever!" Meg cried. "Can we go out for ice cream Uncle Derek? Can we?"

Derek laughed. "Well, I think I'll need a little bit of convincing," Derek sighed. "How about a kiss for your favorite uncle?"

Meg giggled as she leaned forward and pressed a kiss to her cheek. "Now can we go?"

"In a few minutes," Derek said, setting her back down on the ground. "Go get your backpack and put your coat on."

"Okay!" Meg cried, racing towards the coat closet and slowing down considerably as she caught Meredith's warning eye.

"Hey," she said, standing to meet his eyes. "What are you doing here?"

"Hmmm," Derek sighed. "I just thought I'd surprise my niece with some ice cream with her favorite uncle."

"Uh-huh," Meredith smiled. "And there was nothing else that possessed you to come out here?"

Derek shrugged. "There may have been another pretty girl involved," he said.

Meredith giggled as she watched the remaining kids in her class trot out the door as the buses were called to the front of the school. "How was your test?" she asked as she moved to the other side of the desk.

"It was fine," Derek shrugged. "It wasn't hard, and now I don't have to study for the rest of the week, which means I have more time for my girlfriend."

"Hmm," Meredith nodded. "I'm sure she'll enjoy that."

"I thought she might like a nice romantic dinner," Derek said, leaning across the desk to meet her eyes. "Candlelight…empty apartment…some of my famous pasta and garlic bread combination."

"You should think about asking her," Meredith breathed in his ear.

"Miss Grey!" Meg cried as she ran up to the desk, giggling as Derek pulled her into his arms. "You should come to ice cream with me and Uncle Derek!"

"What do you think, Miss Grey?" Derek smirked. "In the mood for strawberry ice cream?"

Meredith smiled, unable to resist his piercing blue eyes. She could already feel herself lowering the barricades she'd built around herself when it came to Derek.