"Dr. Shepherd."

Derek took a deep breath before he turned around in the middle of the hallway, forcing a smile onto his face. "Dr. Grey."

"I need an intern to run labs," Ellis said.

"Actually, Dr. Thompson said I could scrub in…" Derek started, only to be interrupted by the new Chief of Surgery.

"And I'm telling you to run labs," Ellis said, handing him a pile of charts. "Do you have a problem with that, Dr. Shepherd?"

"No," Derek sighed. "Consider them done."

"Good," Ellis said before she turned on her heel to walk in the opposite direction down the hall.

Derek sighed as he moved towards the elevators. If he was going to be forced to do paperwork for the rest of his shift, he could at least get something to eat while he was doing it.

"Derek," he heard his name as he collapsed at a table, already running a hand through his hair.

"Mom," he frowned. "What are you doing here? Is everything okay? I didn't know you were coming by."

"Everything's fine," Emma nodded. "Although I had an interesting conversation with your girlfriend this morning."

"Really?" Derek raised an eyebrow. "Why do I get the feeling that I'm about to get yelled at?"

"I'm not going to yell at you," Emma replied. "I'm simply going to ask why she's still your girlfriend."

"Why wouldn't she be my girlfriend?" Derek asked. "What did she say?"

"Well, she told me some rather interesting things about her mother," Emma nodded. "But I'm beginning to wonder why I gave you my engagement ring if it's going to sit in a drawer all day."

"Mom," Derek groaned. "Not now."

"Derek, you were so excited to propose," Emma said. "What happened?"

Derek sighed as he looked around the cafeteria for a moment, leaning closer to his mother and dropping his voice. "She's going through a lot right now," he said. "With her mom and everything. I can't propose to her when she's miserable.

Emma frowned. "Did you ever think that maybe what she needs is security?" she asked. "That perhaps she's terrified that you're going to leave her, just like her mother did?"

"That's crazy, Mom," Derek rolled his eyes. "She knows that I love her and I'm never leaving."

"Maybe she says she does," Emma said. "But on some level, she's very frightened, Derek. I really think that she'd have a lot more security in herself and in you."

"I don't want her to say yes because she's scared, Mom," Derek replied. "I want her to say yes because she's ready, because she wants to marry me."

"Derek, a month ago you ran into my kitchen and demanded that I give you my engagement ring because she was ready," Emma said. "That doesn't change just because her mother's here now."

"It would if she knew that I haven't scrubbed in on a surgery in two weeks," Derek replied. "Or that her mother is refusing to let me report to anyone besides her, and she's making my life complete hell."

Emma frowned. "That is not right," she said. "You're supposed to be learning. How are you going to learn doing paperwork?"

"I don't know," Derek snapped. "But it's not like I can actually go to the board and complain about the assignments the chief of surgery is giving me."

"Derek!" his favorite voice in the world called out before his mother could answer.

"Mer," he smiled, standing to greet her, kissing her quickly before he pulled her to sit down beside him. "I didn't expect you to stop by today."

"Yeah, well, I figured I couldn't avoid the hospital forever," she said as she reached for a tomato off his salad. "And this way I actually get to see you today."

"Always a plus," Derek smiled, squeezing her hand. "Sorry my shifts have been so crazy lately."

"It's not your fault," Meredith sighed. "I know exactly whose fault it is though."

"She's not the best boss in the world," Derek admitted.

"Or the best mother," Meredith sighed. "Are you at least getting to scrub in on lots of good surgeries?"

"Yes, Derek," Emma said, giving her son a pointed look. "How is surgery going?"

Derek cleared his throat, a tight smile on his lips. "Oh, you know," he sighed. "Surgery's surgery. I won't bore you with the details."

Meredith glanced between Derek and Emma for a moment before she frowned. "What am I missing?" she asked.

"Yes, Derek," Emma said. "What is she missing?"

Before Derek could respond, Meredith's eyes widened and she pulled away from Derek.

"What's wrong?" he asked, quickly receiving his answer when he saw Ellis Grey march into the cafeteria. "Oh."

"Maybe she won't see us," Meredith said hopefully as she ducked her head down.

"Too late," Derek sighed, reaching for her hand.

"Dr. Shepherd," Ellis snapped as she stopped at their table. "Where are those labs I asked for?"

"I'm just eating lunch, Dr. Grey," Derek said politely. "I'll have them done in the next hour."

"Nonsense," Ellis shook her head. "How do you expect to be a good doctor if you're spending your lunch flirting away with some slacking girl."

"Excuse me," Emma interrupted, standing to get closer to Ellis. "But I do not think that is an appropriate way to speak to your employee and certainly not about your own daughter."

Ellis stared at her for a moment before she asked, "Who are you?"

"Emma Shepherd," Emma said. "Derek's mother. And from what I can see, I'm already a better mother to your daughter than you ever were."

"I will not tolerate being treated like this in my own hospital," Ellis frowned. "How dare you…"

"She's right."

"Excuse me, Meredith Elizabeth?" Ellis asked, turning to look at her daughter.

"She's right," Meredith said, standing to meet her mother face to face. "You have no right to treat Derek like this. He's an amazing surgeon."

"As if you would know the first thing about being a surgeon," Ellis rolled her eyes.

"I know that Derek cares," Meredith argued. "And he graduated number one in his class from med school, on a full scholarship."

"That means nothing."

"Yes it does!" Meredith cried, tears filling her eyes. "Derek's the best intern you've got, and you're wasting his talents on paperwork and labs! And Emma…she's been more of a mother to me in the past year than you have ever been in twenty four years. She cares about me, which is a lot more than I can say for you."

"I raised you."

"No," Meredith shook her head. "You handed me over to nannies until I was twelve. And then I was always alone because you didn't want to waste your money on child care anymore. And you know what? I feel sorry for you. Because you had a daughter who only ever wanted to get close to you until she realized that her mother is incapable of love. So while you're spending your life in a cold, sterile OR performing appies, I'm going to be doing something I love. I'm making a difference in children's lives, and I'm loved. Derek and his family show me more love than I've ever known before, and I honestly feel sorry for you that you aren't capable of experiencing that. I had a miserable childhood, but now…now I'm happy. And I'm going to make sure that my children never feel unloved for a single second of their life."

There was complete silence in the cafeteria as Meredith finally realized she was shouting, the doctors and family members who had been eating now staring at her with wide eyes. Derek reached for her hand, squeezing it in silent support. Ellis stared at her daughter with wide eyes before she spoke in a flat tone.

"If that's how you feel," she said evenly. "Then I will be happy to pretend that I never had a daughter." With that, she turned and walked out of the cafeteria, leaving Meredith to collapse against Derek, tears filling her eyes.

"Mer," he breathed, holding her close to him. "God, that was amazing."

"I can't…Derek, I can't believe I just did that," she whispered, clutching onto his shirt.

"Meredith, are you alright?" Emma asked softly.

Meredith turned from Derek to look at Emma with wide eyes. "I don't know," she whispered.

"Come here, dear," Emma said, pulling her from Derek's arms to hers, stroking her hair gently. "I'm very proud of you."

"You are?" Meredith frowned, resting her head against Emma's shoulder.

"Extremely," Emma nodded. "That took a lot of courage, and not many people would be able to do it."

Meredith sniffled some of her tears away, taking a deep breath as she relaxed into Emma's embrace.

"And you know that I would be more than happy to be your mother," Emma continued. "Michael and I have long ago stopped thinking that we have only four daughters."

Meredith smiled as she pulled back. "Really?" she asked.

"Really," Emma promised, pushing some hair out of Meredith's face and kissing her forehead softly. "You're an amazing woman, Meredith. Caring and compassionate, full of life. And you are so good for my son. I couldn't imagine a better match for him or a better addition for our family."

"Thank you," Meredith whispered.

"Are you alright?" Emma asked.

"I will be," Meredith smiled.

"Good," Emma nodded. "Let Derek take care of you. He's good at that."

"I know," Meredith smiled, turning to reach for Derek's hand.

"I just want to make sure my girl's happy," Derek said, looking at her closely. "Are you?"

"Happier than ever," she nodded. "And that's because of you."

Derek smiled as he pressed a kiss to her lips. "Me too," he whispered. "Me too."

XXXXX

Meredith smiled as she looked down at the text message from Derek while her students worked diligently on their subtraction problems a few days later. He'd somehow realized how much affection she had missed out on as a child, and as a result he was trying to make up for it in earnest. And he was succeeding.

I just woke up, and the apartment's completely empty without your amazing giggle. Miss you.

She shook her head as she quickly texted him back, telling him she would call him at lunch. She hadn't thought that it was possible, but she had definitely fallen even more in love with the amazing man she was lucky enough to call her boyfriend. And it didn't even matter that he hadn't proposed yet.

"Miss Grey."

Meredith looked up at the sound of her name to see the school secretary standing in her doorway. "Yes?"

"You have a phone call in the main office."

"Can you take a message, please?" Meredith requested.

"They said it's urgent," the secretary insisted, a smile playing on her lips. "I'll watch your class."

"Okay," Meredith nodding, stepping into the hall as her heart pounded, hoping nothing was wrong with Derek. He had to be okay. This was it for them, he couldn't be hurt.

"Hello?" she asked, lifting the receiver and turning the hold button off.

"Mer," Lexie's voice came over the line, a smile evident. "What's going on?"

"What's going on?" Meredith frowned. "Lexie, I'm at work."

"Oh, right," Lexie nodded. "I was just wondering if I could borrow that book you were reading. You know, the trashy romance novel?"

"Sure," Meredith frowned. "Is that it?"

"Yep," Lexie said. "Thanks, Mer."

"Lexie, if you ever call me at work and say it's urgent for something like this again, I'll disown you as my sister."

Lexie laughed. "Sorry."

Meredith hung up the phone, wondering what in the world had gotten into her usually rational sister.

She stepped back into the classroom, frowning when she saw all her students sitting politely at their desks, staring up at her. "Alright, why aren't we doing our subtraction problems like we're supposed to?" she asked.

Silently, the student in the desk closest to her stepped forward and handed her a single lily.

"Thank you, Ethan," she said. "But how did you…" she trailed off as the girl beside Ethan stood and handed her another lily. She took it, blinking in surprise as her students one by one stepped forward, handing her lily after lily with wide smiles on their faces. "Okay," she said when she had an armful of lilies. "Who wants to explain this?"

"I think that's my job."

Meredith turned to the door with wide eyes at the sound of her boyfriend's voice. "Derek," she breathed. "What…"

"Miss Grey," Derek said, a smirk on his face as he approached her, reaching for her free hand. "I have a question for you."

"You…you do?" Meredith asked, her heart pounding quickly. This was it. This was really happening.

"I do."

"Well…ask," she said, trying not to sound impatient.

Derek smiled as he looked down at her for a moment before he pulled something out of his pocket, opening the ring box to hold it out to her. "Meredith," he said softly. "Will you marry me?"

"Yes," she whispered, laughing softly as tears filled her eyes. "Yes. Yes."

"Yes," Derek smiled, pulling the ring out of the box and sliding it onto her finger before he leaned in to press his lips against hers. "I love you."

"I love you too," Meredith whispered, wrapping her free arm around his neck tightly.

Their moment was interrupted as a chorus of cheers as the class jumped out of their seats, running to hug Meredith. She giggled as a few students wrapped their arms around her waist, smiling as a couple girls tugged on her left hand to look at the ring.

"Wow!"

"This is the most beautiful ring in the entire world!"

"Yeah," Meredith smiled, her eyes meeting Derek's over the heads of all the children. "It really is."