A/N-As promised, the last we see of Carolyn for a while. Enjoy!

Disclaimer- I don't own Grey's Anatomy!

Derek watched Meredith as she slept, guessing by the movement of her hands that she was dreaming, he laughed quietly as her facial expressions changed, grinning as her eyes flew open and looked straight at him.

"Stop watching me sleep," she giggled as he leant down to kiss her.

"Good morning to you too," he smiled as he stroked her cheek before kissing her again.

"Morning," she said smiling as he rolled on top of her. "what time is it?"

"A little after ten, why?"

"Cause your mother is going home today and we have to show her the blueprints and take her out to lunch before she checks in, we can do this later." Derek groaned and rolled back off of her.

"I'm sure you love my mother more than me." He joked as he walked towards the bathroom.

"Of course not, I love you both the same." she giggled, cutting in front of him and closing the bathroom door before he could get inside.

"Meredith!" he whined, "I was just about to…"

"That'll teach you to watch me sleep," she retorted turning on the shower. He knew she hadn't locked the door, so he left it a few minutes before he followed her in, sneaking up behind her in the shower. Izzie, Alex and George had started at seven, so they knew they had a few hours of alone time with Carolyn, so they cut their shower short, opting for a junior high style make out under the water before washing each other, their hands lingering over their more sensitive areas, known only by the other. They could smell Carolyn's cooking downstairs, and followed the smell down to the kitchen once they were both dressed.

"Morning dears," she greeted as the pair walked in and sat down. "did you sleep well, I thought better than to wake you, I know how tired the hospital can make you. I made you both some breakfast when I heard the shower. Little bit of everything."

"That's great mom," Derek told her, kissing her cheek as she placed a plate in front of him.

"You didn't have to," Meredith assured her, grateful though for the feast in front of her.

"Oh it's no bother, it's quite nice only having to cook for three for once, your nieces and nephews may be young but they sure can eat!" she joked putting her own plate on the table and joining the two as they ate. "what are our plans for the day?"

"Well, we thought we'd get your opinion on the blueprints before we finalize them, then we can go grab some lunch somewhere nice before we drop you off."

"It would've been lovely if you could've stayed another night," Meredith admitted, "we could have taken you to explore Seattle even more."

"I'm sure there'll be plenty of time for that sweetheart," Carolyn smiled. "now that I've been once, I'll have to find more excuses to keep coming back!"

When they'd finished, Derek went into his office to pull out the blueprints to show his mother. Meredith had annotated them a fair bit, so he'd spoken to his ex patient about adjusting them to Meredith's specifications. He knew that his mother would probably have much to add so he made sure to grab a pad of paper so that she could note down what she thought they might need. He laid the plans in front of Carolyn. She leafed through them poring over certain details, while both Derek and Meredith explained their vision to her. They gushed about enormous windows where they could watch the sun, and a huge deck so they could sit and admire the view whilst they ate. the possibility of a pool, and a swing set and a sandbox, and Meredith's pride and joy, the kitchen diner. She wanted three walls of kitchen, and three walls of dining room, with the breakfast bar in the middle. That way she could watch Derek cook, and if they ever entertained, they didn't have to leave their guests. Izzie and Alex had both questioned just exactly how they'd have sex in the kitchen if it was in full view, causing Meredith to blush, and quickly hide the plans, Derek hadn't dared to ask anyone their opinions since.

"So what do you think mom?" Derek asked as his mother rested the plans on the table. "it's nice," she said "Much bigger than i expected, but I think as long as you're happy with it, and it has all the things you think you and your family will want in ten or fifteen years time then that's all that matters. I love your three wall kitchen, but how are you going to stop little feet from getting in?" Meredith looked at Carolyn and then at the plans.

"Derek, she's right, if we're both in there, we're hardly going to let two little ones play alone in another room unsupervised but if we bring them in here, they can get to everything. We need a gate or something to stop them getting in and getting hurt."

"Ah, you're right." he said rubbing his hand down her back, "I guess I was so excited about just being with you that I forgot how much more we'll have together. If we're having a lifetime, we'd better put that into the house. We can always build a short wall between the kitchen and dining room, and leave a small enough gap so we can put a gate, but you'll still be able to see the kitchen from the dining room and vice versa like you wanted." Meredith pictured it, holding the blueprints in her hands. She nodded slowly, imagining how it would differ from her original plan, but deep down knowing that she would always be more conscious of safety than the way things looked. Something that certainly didn't come from her mother. She mentally built the wall and moved the breakfast bar back towards the kitchen a few feet before scribbling a note onto the legal pad in front of her, a slight hint of a pout on her lips.

"I didn't mean to offend you at all dearies," Carolyn tried to defend herself, "you'd've made it work, I just don't want to see such a beautiful plan and beautiful land have to go to someone else if you decided it wasn't right for the kiddies. You deserve to have a home that you can raise them safely and grow old in, so it has to suit both of you. House plans are hardly set in stone, when they grow up, nothing is stopping you pulling out that wall. Our house never originally had a wall around the patio at the back, until Derek decided to fall off it and hit his head. I was going to take it down and then your nieces and nephews started getting mobile and I'm glad I kept it now."

"We know, you're right mom, we have plenty of time to look over it and sort out what we want. This is why I needed you to look at them, we've never had to think about these things, and you had five of us, so you know better than most what'll work." They talked through the rest of the plans making little adjustments here and there, almost as though they were subconsciously figuring out how to babyproof before the house was even built. It seemed that babies were on both Derek and Meredith's minds, even though they'd both said it would be a long time before they were definitely ready. Meredith was surprised to find that having spent time with Carolyn, the thought didn't scare her quite as much as it had before. She wasn't ready for a baby just yet, but she was no longer scared, and that was good enough progress for her.

Time began to slip away from them, and Derek was eager to get to lunch, knowing Carolyn would want to shop at the airport.

"Okay, well let's pop them away for now, you can send me a copy of the final thing when you've decided what you want, you seem to have a good grip on it all sweethearts. As long as you keep looking forwards, you'll not go far wrong. I just need to put my things together and we can be getting off to lunch." Carolyn said, passing them to her son, and going back to her room to ensure she'd picked everything up, basking in the last few moments of her time in the house before she had to leave her little boy behind.

Meredith was quiet over lunch, and Derek knew that she was thinking about something. She joined in the polite conversation, but he knew there was something getting to her. He wondered if maybe it was the blueprints, the thought of children scaring her, causing her to close in on herself. He knew he'd been pushing about the future for a while, he was trying to take it at her pace, but he'd been pushing just a little bit. When they were looking at the plans, his mother had been focussed on the future children, Meredith had gone along with it, he assumed she was fine with it, but he was a little scared at how quickly things were happening so he couldn't imagine what was going on with Meredith. He left the issue a while until his mother excused herself to the restroom.

"What's wrong Mer?" he prodded gently, hoping that she could be coaxed out of herself long enough to enjoy the rest of their meal. Meredith looked at him as though she was debating whether or not to tell him. She looked back down at her barely touched plate.

"I don't want her to go." She whispered, the tears creeping to the surface as she wiped them away. "It's just been so lovely having a mom around, and I know it's silly, but I just wish she were here longer so I could have longer doing the mom thing. I know how pathetic that sounds but…" Derek smiled and kissed her forehead, tilting her face up so that their eyes met.

"it's not pathetic Meredith. Oh god, no. I wish she could stay longer too. Having my two favourite women all to myself has been lovely. I know exactly what you mean, its been so perfect that you almost don't want it to end." She nodded, wiping away a few more tears.

"I was so scared that it would be awful, and now the only thing that's awful is that she's going home. When I was growing up, my friends had their parents to go to whenever they needed them, and I just had to get on with it, I didn't know any different, but now I know what its like having someone there to share their wisdom, I don't want it to just be gone." She sniffled, and forced a smile as Carolyn sat back down.

"Meredith sweetie, eat up, you never know when you're going to get another decent meal after your weekend off. I can't imagine that hospital food is particularly nutritious, or a quick snack at three am when you get in, come on we've got to be at the airport soon." She pretended not to see Meredith's tears, something for which Meredith was grateful for. After raising five children and watching 15 grandchildren, she knew exactly what those tears meant. It seemed that she had very much gained a daughter on this trip, one who very much needed mothering. She knew that having Ellis Grey as a mother would've meant that Meredith missed out on a lot as a child, particularly that basic feeling of being loved and cared for and Carolyn knew that it was about time someone made up for that, her son was doing his part, but he couldn't be her mother, that was a job that only Carolyn could do now.

They quickly finished their meal, with Derek insisting on paying the bill, ever the gentleman, before they headed towards the airport.

"I have a two hour delay," Carolyn announced when she was done checking in. "you two are welcome to go, I'm sure you don't want to spend the afternoon stuck in an airport with me. I'll only be searching the shops for gifts for your nieces and nephews anyway."

"I wanna stay," Meredith said to Derek, knowing he'd say yes after her outburst earlier on, she wanted to savour the last few hours with Carolyn, before they all had to go back to the real world and leave their little bubble that they had spent the weekend in.

"Yeah, let us help you pick some things out mom. We can educate Meredith on your expanding brood." He chuckled, earning himself the look from his mother that he had learned was about to get him told off.

"It'll only expand when you and Amy start giving me grandchildren. Your sisters have theirs, and the two of you still haven't done the one thing I asked of you both." Meredith giggled and Derek put his arm around her waist pulling her closer as they followed his mother towards the map of nearby shops.

"Just wait, one day she'll be asking you when her next grandchild is on its way. She won't want to hear how many times you publish or how many lives you save, its all about the grandbabies." He kissed her head as they walked towards one of the many shops. Meredith was part of a family who asked each other this kind of thing, and it made her smile. Meredith grey was part of a family.

She took great delight in walking around shops designed for tourists and picking out little gifts for Derek's relatives. Seeing teddy bears with the name of the city she was born in and the place she found her family pleased her, though not as much as the idea of giving such things to the young people in Derek's family. Carolyn and Derek watched her amused as she picked up toys and stationary and t-shirts to the specification of each niece and nephew in turn, and marched to the till to handover the money for such pleasantries. They sat down to coffee, and Meredith began to waver again, knowing she'd soon be saying goodbye to the woman that had felt more like her mother than anyone she'd ever known. She held it together, smiling and joking as Carolyn told them about the things that she was returning to, but when the boarding call came she couldn't help but let more of her tears escape. Carolyn pulled her son close as she walked towards the gate with promises to phone when she landed and to make arrangements for Christmas nearer the time. She released her grip and reached for Meredith, her hug lingering for longer, knowing that hugs weren't a thing she was accustomed to.

"I'm gonna miss you." Meredith choked, the tears making their way down her pale cheeks.

"Oh sweetheart, I'm gonna miss you too. But remember, I'm a phone call away. I know you share most things with Derek, but if you need a mom then you know where I am." She reached up and planted a kiss on Meredith's forehead, a promise that things would change for her now that she'd fallen for her son. She gave the pair of them one last hug before walking towards the gate. Meredith leant against Derek's chest as she walked away, back towards her life in New York, both of them a little stronger now for seeing her.

It was quiet that night at home. Izzie was excited to know how things had gone with Carolyn, ambushing Meredith as soon as she got in from work. As she walked into the lounge to ask for all the gory details, she expected Meredith to detail every moment that made her cringe, every crossed word or strange look, but the look on Meredith's face when she spoke told her otherwise. Meredith was calm and happy, smiling and laughing with a sense of something that Izzie had never see. Meredith Grey had become bright and shiny. Meredith Grey was smitten with the Shepherds.