A/N:Two updates in one day! Thank you so much to everyone who's been reviewing, especially you wonderful, wonderful repeat offenders. I hope you'll keep reviewing and tell me what works for you (and what doesn't ... eek). I'd love to hear from those of you who haven't reviewed yet, too! Thank you again.

talk about (don't shout about) the people we've become

The chatter – debate, discussion, whatever to call it – from the trio of neurosurgeons has blended to a dull roar punctuated by occasional strategy debates, questions, and repeated viewings of Derek's prior surgery. There's a long period of quiet and then Amy turns to Meredith, unprompted.

"It's his car," she says.

Meredith's brow furrows, confused.

"He hasn't forgiven me for crashing his prize vintage car," she informs Meredith, and Mark, still reviewing regulations from his chair across the room, cringes internally. He watches Meredith look uncomfortably from one Shepherd to the other. He knows that feeling well.

"Amy, drop it," Derek says without looking up from his notes.

"What? I'm sure she's wondering why you hate me."

"I don't hate you, Amy," Derek says patiently. "So drop it."

"It was just a car," Amy says sullenly.

"And you were just fifteen, and you just didn't have a driver's license, and you were just high as a kite." Derek's tone is sharp.

"Ironically, now I'm the one of the two of us who does have a license," Amy says.

Derek closes the folder he's been looking and stands up, walking a few paces away.

"Too soon?" Amy asks, scanning the room.

"We're all tired," Meredith says. "We've been working a long time. I think we should take Thomas home, get some sleep – and come back in the morning."

She glances at Derek, who nods. "I'll get Thomas."

Mark leads Derek into the children's darkened bedroom, where Max and Thomas are both asleep in Max's bed. By the glow of the nightlight he can see that one of Max's arms is curled around his stuffed dinosaur; Thomas's cheek is resting on the stomach of a loopy teddy bear with a band-aid stuck on each of his arms and legs.

For just a moment they both watch the boys sleep.

Mark is assaulted suddenly with memories of driving with Derek, late night, unlit country roads, the darkened car much easier to talk in than anyplace else. There's something about not really being able to see the other that always made the words slip out that much more.

"Is she still sleeping?" Mark asks from the back seat. He can't make out much in the dark. They're still at least forty minutes from the Shepherds' place.

He sees Derek glance next to him.

"Yeah, she's out. She didn't get home until four this morning."

"Lopez is wearing her out," Mark agrees.

"Who?"

"New head of neonatal." Mark is surprised; Addison has been complaining about Lopez's exacting standards and complimenting his extraordinary skills in equal – and frequent – doses the last few months.

"Right."

Mark changes the subject. "Lizzie's due any day now, huh?" Addison has been saying she'd like to deliver a Christmas baby.

"I guess."

"Marriage is hard," Derek says from the front seat a few miles later, without warning.

"Yeah?" Mark stretches, cracking his neck.

"Yeah."

"You seem to be pulling it off okay," Mark offers, leaning back against the seat.

"I don't know if we are."

"Are you happy?"

"I don't know."

How can you not know if you're happy? That's what Mark wants to ask. Maybe Derek is just more complex than he is. Brooding.

"This isn't really how I expected things to be," he says finally, and Mark can hear him tapping the steering wheel in the dark. He waits.

"She … wants me to be home more. It's not like she doesn't work too. But she resents me, I think, and when I'm there, I just … wonder what's happening at the hospital."

Derek's signaling for the turnoff to the local road that leads to his mother's house when he says, so quietly that Mark almost can't hear him over the sound of the blinker, "I thought we'd have a family by now."

Addison stirs when Derek eases the car around the curve and Mark sees the shadow of Derek's hand reaching out to her. "Go back to sleep, Addie. Everything's fine."

"They sleep so heavily," Mark takes the coward's way out as he stands side by side with Derek, looking at their sons. "At least it makes it easier to move them."

"They're pretty cute together," Derek says.

Mark smiles, even though he knows Derek won't be able to see in the dark. "Seems like yesterday Max was Thomas's age. It's a relief to know he can share his toys, actually. He's usually taking Annabel's things."

"Ye of little faith." Derek sounds like he's smiling too.

They're both quiet for a moment.

Mark wants to say you were my brother. He wants to say everything I know about being a father comes from yours. He wants to say for most of my life I couldn't imagine choosing anyone over you and he wants to say the fact that I had to hurt you to get what we all have now almost killed me.

All he says is yeah, but somehow he thinks Derek might get it.

He watches as his oldest friend carefully engages in the same cautious dance Mark has done so many times, slowly peeling back the covers and lifting Thomas smoothly enough not to wake him. Mark watches Thomas rouse just enough to wrap sleepy arms around his father's neck and fall back to sleep again on his shoulder. Mark hands Derek the bandaged teddy bear and readjusts the covers around Max.

"Thank you so much," he says when they're back in the brightly-lit living area, though it seems inadequate. "Both of you."

Meredith just smiles. She's draping Thomas's little coat over his shoulders. "We'll be back," she assures him.

"Amy? Are you…"

"I'm going to stay for a while and work," she says.

"Can I help at all?" Mark offers after a while.

"You're providing the conference room." She raises an eyebrow. "Actually, I wouldn't say no to more coffee."

The phone rings while he's pouring.

"Addison?" He can tell just by the way she says his name that Annabel's had another seizure.

Amy glances over as he sighs into the phone, and he gives her a brief nod, then ducks into the bedroom for what passes for privacy.

"You okay? Was she up at all?" He leans back against the wall, missing her.

Missing Annabel. Missing their lives.

"She was up. She was… anxious. She's sedated now."

"Addie. Let's switch it up. Get a cab, come back here with Max and I'll sit with Annabel."

"Maybe tomorrow," she says softly.

"Another twenty-four hours." He takes two bottles of water from the refrigerator and hands Amy one. "You should go get some sleep now instead of waiting."

"I just want to work through a few things first." Amy scribbles something on a pad.

"You have another twenty-four hours. You need to sleep. You want me to call you a cab? Where are you staying?"

She presses her lips together. He recognizes that expression.

"Oh. You're…" not staying anywhere.

She makes a shrugging expression. "I kinda flew here last minute."

"Right. Okay, I'll call downstairs and see if I can get you a room."

"It's already almost three, I'm not going to sleep more than a few hours. Seems crazy to get a room."

"Okay, well, why don't you sleep here then? There's a second bed in Max's room with clean sheets. I'll move him into our room."

"I can just crash on the couch."

Mark follows her gaze to the couch, meaningfully. It's covered in stacks of files, including a binder of NatMed regulations littered with post-its. He recognizes Derek's cramped handwriting on a sizeable chart.

"Good point." Amy shrugs. "Okay, I'll take the extra bed, then."

"There's a shower in there, towels, take whatever you need."

"Is it going to wake him up if I turn on the light?" Amy whispers from the doorway.

"Probably not. He's a good sleeper."

Amy slings her bag onto the second bed, shrugs out of her cardigan and tosses that down too. "It's okay, leave it off. I eat a lot of carrots. I'm going to find my way into the shower."

And then there's a loud crashing noise, and Amy curses. "What the-"

"You okay?" Mark flicks on the light to see Amy sitting none-too-gracefully in a sea of separated railroad tracks and little train cars.

"My hands are fine and that's what's important but I may have a whole fucking Amtrak imbedded in my- "

"Right," he cuts her off quickly. "I'm sorry. There was so much going on, we didn't clear up the railroad…"

"Daddy?" Mark turns to see Max sitting up in bed, squinting in the sudden light, his little face puzzled and flushed with sleep.

"Hey, buddy, we didn't mean to wake you." He sits down beside Max and rests a hand on his head, brushing his bangs away from his face. "Close your eyes, we'll turn out the light in just a minute."

"Is that Mommy?" Max peers around Mark, hearing Amy's footsteps in the bathroom.

"No, Mommy's with Bel right now, remember? C'mere, we're going to go sleep in the other room, you and me."

Max starts to climb into his arms and then pulls away.

"What's wrong?"

"Why's that there?" He points at Amy's bag and sweater resting on the untouched second bed – untouched except for the row of stuffed animals sitting against the perfectly fluffed pillows.

Before Mark can answer, Amy chooses that moment to poke her head out of the bathroom, wrapped in an enormous white towel, a toothbrush sticking out of her mouth. "Do you have toothpaste that doesn't taste like bubble gum?" she asks, the words slightly garbled.

Mark sees Max put two and two together, looking from Amy to the bed.

In a surprisingly loud voice for someone who just woke up, he yells: "You can't sleep there!"

Mark curses inwardly.

"Max, hey, we don't yell at people. Max, look at me."

"That's Annabel's bed!" Max pulls away from him, face crumpling, when Mark tries to pull him into his arms.

"It's okay, bud, Annabel's sleeping at the hospital with Mom, she doesn't need the bed tonight."

"But it's Annabel's bed!" Max twists away from Mark and runs to the second bed, pulling on the strap of the bag Amy tossed down on the comforter and not making much progress with it. It probably weighs as much as he does, Mark thinks.

"Tell her no!" Max yells. "It's Annabel's, not hers!"

"Stop, Max," Mark reaches over his head and disentangles the bag from Max's little hands, keeping his voice calm to forestall a tantrum. "Let go. That's not yours. C'mere, it's okay, I know you're tired-"

"No! It's Annabel's bed, it's not hers, make her go away!" He yells these last words at the top of his voice in the general direction of Amy, who is still standing in the open bathroom doorway, toothbrush half in her mouth, looking surprised.

"Max," he lowers his voice in a last ditch attempt to quiet him, since the whole hotel is probably awake at this point, reaching for Max's little arm. "That's enough now, come on, I've got you."

But Max, who has been so cooperative this whole terrifying week, taken from his routine, separated from his sister and parents at various times, living in a strange new place, cared for by new people, sharing his toys so nicely with Thomas, finally gives way under the strain, jerking away from his father and sliding down to the ground with an anguished howl, pounding the carpet with his little fists and kicking his legs.

Amy, eyes very wide, steps backwards into the bathroom.

"Sorry." Mark grimaces slightly in her direction. "It's been a long week."

Max is shrieking a combination of no and bed when Mark leans down to scoop him up. He protests loudly and Mark catches a flailing foot right before it hits his nose.

"Just help yourself to whatever you need," he calls to Amy over his shoulder as he proceeds to the other bedroom with a struggling Max in his arms.

"Okay, kiddo," Mark says soothingly, depositing Max gently in the middle of the big bed. "You've had a rough week and you've definitely earned this tantrum, so go for it and let's get it out of your system. I'm right here."

Mark settles on the side of the bed while Max kicks and punches the mattress a few more times, howling hoarsely – mostly just the word no - finally flopping limply onto the comforter and sobbing.

Mark eases back onto the bed, leaning against the padded headboard, and lifts Max, no longer protesting, into his arms. "There we go." He rubs the back of his head. "You're okay." Max clings, tears running down his flushed face. Mark wipes them away with his thumb and, chalking it up to dad stuff, wipes Max's nose with the bottom of his t-shirt. It's all laundry anyway, and he can't reach the Kleenex.

"I want Annabel to sleep here," Max whimpers, his voice muffled by Mark's shirt.

"I know, buddy."

"I want Mommy."

"I know. You're going to see her and Bel really soon. In the morning."

"I want to go home," he wails finally.

Me too, that's the answer to that one too, and then Max has no more words, just tears.

Finally he's quiet, the only sound in the room his hitching post-cry breaths and Mark's quiet shushing noises. "You're okay," he says again as Max hiccups, brushing his damp bangs back from his forehead. His skin feels hot – he's not feverish, just worked up and worn out. He looks half asleep again as Mark carries him into the attached bathroom – he's sweat-dampened and tear streaked, in addition to exhausted.

Mark seats him on the bathroom counter and wipes his face and neck gently with a cool washcloth. There are two bottles of water on the counter; he opens one and helps Max sip from it.

"Better?"

Max nods.

"Sometimes it helps to cry."

"Do you cry?" Max asks with interest.

Mark smiles at him, cupping the side of his face. "Everyone cries sometimes."

Max seems to accept this and lifts his arms, allows himself to be carried back to bed. Mark throws routine to the wind and lies down with him, letting Max doze off against him and waiting until he's sleeping heavily to tuck him under the covers. Poor kid.

"Wow." Amy, wet hair rather wild around her shoulders and wearing flannel pajama bottoms and a ratty-looking Harvard sweatshirt, whistles softly as he closes the bedroom door behind him.

Mark frowns, feeling somewhat defensive. "He's only four. It's been a tough week; he's actually held up really well."

"No judgment." Amy lifts her hands in surrender. "It's just – weird to see you as a dad."

"It is?"

"Nah." She grins at him, disarmingly.

"I remember you having some pretty impressive tantrums way back when," he points out.

"How come she's screaming like that?"

Mark eyes the little ball of Amy on the floor. She's yelling and kicking the hooked rug in the middle of the family room. He can't understand what she's saying even though she's not a baby anymore and can actually talk like a real person some of the time.

"She's just frustrated." Derek's dad smiles at Mark. "Sometimes when you're little and you don't have the words to say how you're feeling, it comes out like a tantrum."

This is fascinating. Mark definitely remembers not having the words to say how he was feeling – afraid, mostly, in the house by himself.

"Does it help?" Mark asks.

"Better than bottling it up."

"Amy, you're giving Mom a headache," Derek announces, walking back into the family room with his baseball glove, tossing a ball in his free hand. "And Kathy says if she fails her geography test tomorrow it's your fault. Mark, let's go outside while it's still light."

Mark hesitates. He wants to practice pitching with Derek but he's also curious to see what happens with Amy.

"Go ahead and play with Derek, son. Tryouts are next week, right?" Derek's dad crouches down on the floor next to Amy. Mark feels a little warm burst in his stomach to be called "son."

"Yeah, next week. Amy's okay?" he asks tentatively.

"She's just fine. I think she'll tire herself out very … soon," he says right as Amy stops screaming and kicking and starts whimpering quietly instead.

Mark watches as Derek's dad lifts Amy up into his arms, stands up and sits down again in the overstuffed chair by the TV.

"It's okay, buttercup." He kisses the top of her head. "You're all done now. I think you're going to sleep well tonight."

"Mark…" Derek calls. "You coming or not?"

He casts another glance at Amy, who's now curled up in her dad's lap sucking her thumb while he pets her hair. "I'm coming."

"Well, I haven't thrown a tantrum in … months. Come on, Mark, you can crack a smile. Look, I'm not Derek's baby sister anymore. I know you think I'm overconfident. But maybe that's not it. Maybe other people just aren't confident enough."

"You think?"

She sits down in one of the few open chairs, sideways, slinging her legs over one of the arms. "Addie doesn't want me to do it, huh?"

Mark pulls out one of the chairs from the table and sits down backwards, mainly so he can rest his head on his arms. He's exhausted.

"I think it's understandable to have some concerns," he says carefully. "Derek was the only one willing to take this on. Amy- " he puts up a hand when she starts to cut in. "Look, this isn't an ego thing, no matter how … amazing you are, he's been practicing a hell of a lot longer than you have. So has Ginsberg, who refused. Kovacs, Lerner, all the others. They have decades on you."

"They also have no imagination."

"This is serious, Amy."

"You don't think I know that?" Her eyes flash. "Mark," her voice is quiet, and very serious. "I wouldn't tell you I could do it if I couldn't do it."

"I know," he admits.

"But you don't trust me."

"It's not that. It's…been a long time," he says, echoing her words to Addison earlier.

"You haven't seen Derek in a long time either, have you? Why do you still trust him? Especially when he…" she breaks off.

For a moment they just regard each other, and he wonders who told her.

"How do you know …" he starts to ask, uneasily.

"It doesn't matter. But you're still willing to let him operate!"

Mark rests his chin on his folded arms. There's no good answer right now.

"We're grateful you're here, Amy. And that all three of you are working together."

She nods.

"It's not about trust, it's about … " his voice trails off. "Annabel," he says finally, and his voice sounds thick to his own ears. "It's about Annabel."

"She has your nose," Amy says abruptly.

Mark looks over at her. "Most people don't notice that."

"Most people didn't know you when you were a middle school jerk and still had that nose."

He touches the bridge of his current nose. "Thank you … I think?"

Amy smiles impishly, suddenly looking like her younger self again. "Lucky for her she's mostly Addison."

"You don't need to poke Derek like that, you know," Mark says, feeling he should say something after the way the brain trust said their goodnights, even if it was superficially civil. "He seems perfectly willing to work with you."

"He always seems perfect on the outside."

"Amy."

"Okay, okay. But, Mark…" she adds.

"Yeah?"

"What is that on the bottom of your shirt?"

He looks down, grimacing. "Right. I'm going to go change. Get some sleep, huh?"

He feels more human after a shower, in clean sweats and a fresh tee shirt free – for the moment at least – of bodily fluids.

With that in mind, he's packing clean clothes for Addison when the phone rings again.

"She's okay," Addison says in lieu of hello. "I just … had a feeling you were awake."

"You should be sleeping." There are increasingly few places to sit in this apartment; he settles for pacing the living area.

"You should too," she says. "How's Max?"

"Sleeping." He pauses. She can read him so well. "Minor meltdown before, but he's fine now."

"He was overdue."

"Yeah. How's Bel?"

"Same," she says softly.

He listens to her shaky breath through the phone. Half of him wants to pack up Max and go back to the hospital so the four of them can be in one place, the way it's supposed to be. Hearing Addison and not being able to comfort her, knowing Annabel is sedated in a hospital bed with her life hinging on a risky surgery – it's too hard. He's not four – he's not even forty-four – but right now collapsing on the ground and kicking the carpet sounds like a pretty reasonable response.

"One of the doctors here thinks he has an idea for how to help us. How to help Derek, I mean. And us."

"What kind of idea?" Mark straightens some of the piles on the counter.

"I don't know. He's checking on something and he's going to come back. I'll let you know."

"Get some sleep?"

"You too."

He hasn't turned on any bedroom lights, not wanting to risk waking Max again, but in the low light from the bathroom he can see his son sleeping curled up on his side, one hand holding a fistful of sheets. Mark touches his still-flushed face with the backs of his fingers. He's about to pull back the covers when he realizes what's missing.

He pads quietly across the suite into Max's room, hoping not to wake Amy, who definitely needs her sleep. It's utterly dark without the nightlight, so he uses muscle memory to reach onto Max's bed, aiming for the spot he's pretty certain he left the-

"Buy me dinner first, will you?"

"Jesus, Amy!" He pulls back so quickly he almost falls. "What are you doing?"

"What am I doing?" She must have turned on the bedside lamp because the room is flooded with light. "What are you doing?"

Mark plucks the blue dinosaur from amidst the other animals on Max's bed and holds it up like a trophy. "You don't want Max to wake up without this either, trust me."

"Fair enough." Amy brushes a clump of wet hair away from her face.

"What are you doing?" He asks her in turn. "Why are you sleeping in Max's bed? There are clean sheets on the other-"

"That's Annabel's bed." Amy shrugs, looking slightly embarrassed as she squints into the bright light. "I mean, the kid's delivery needs work, maybe, but … he kinda had a point."

TBC... I love reviews like first-season Meredith loves tequila.

I'm a huge sucker for Shepherd backstory - any Shepherds, including the McShepherds, of course. And I've decided just now that "Go back to sleep, everything's fine" is kind of the theme of the later years of the McShepherd marriage. Sigh.

Title Lyric from Cowboy Mouth's How Do You Tell Someone?