It was pushing on midnight when Meredith got home from her outing with Cristina. Derek had already showered and gotten ready for bed but had waited up for Meredith.

"Hey" He whispered as she came in the bedroom. She jumped a little.

"Hey...you're up." She whispered back.

"Yeah I..." He paused thinking about the best way to go about the subjects at hand. He didn't want to start out to heavy for fear of her shutting down. "How's Cristina?" It seemed like a relatively safe topic and a good lead in to her issues.

"She's okay...I think I don't know. I said that after she saved your life and she ended up having a breakdown." Meredith sighed as she pulled off her pants in exchange for sweats. "I don't know, we'll see I guess."

"Where'd you guys go?" He really hoped that hadn't gone for a drink. Not that he would blame her after today, but it would really mess up this cycle of Project Baby.

"She dragged me to the mall. Surprisingly it was fun." She finished changing and she threw her dirty clothes in the hamper before going into the bathroom. As she turned on the light in the bathroom it allowed him to get a good look at her.

"You cut your hair." He observed a little bit surprised by the spontinuity of it. He climbed out of bed so he could get a better look.

"Oh yeah...you like it?" He stood behind her at the sink as she started to brush her teeth, wrapping his arms around her waist.

"I love it." He said kissing the side of her head. "You know what this means right?" He whispered in her ear.

"What?" She giggled spitting into the sink.

"I'm going to have to take you out to a fancy dinner so I can see you in a pretty dress with your new hair and then I can take you home and take off the pretty dress so I can just admire the hair" He breathed huskily in her ear.

"Mmm I think I like that idea" She said spinning around in his arms to face him.

"It's a date." He promised, sealing the deal with a kiss. "Come on lets go to bed." He guided her out of the room by the waist, turning off the bathroom light. They climbed into bed on their respective sides, before he wrapped his arms around her waist pulling her back to his chest, and she turned in his grasp and rested her head on his chest. It was quiet for a minute until Meredith broke the silence.

"What'd you do while I was out?"

"I made myself some pasta, which I'm sure the roommates have devoured by now, and I did some research for the trial and I worried about you."

"Why were you worried about me?" She knew why, it was just easier to have him lead the conversation.

"Well partially because I was doing Alzheimer's research and that was slightly scary, but mostly because you admitted to telling a shooter to shoot you in front of an entire OR." He said running his hand up and down her back in attempt to keep her calm.

"Yeah..." She sighed. "Was kinda hoping you forgot about that." Derek chuckled.

"That's a little hard to forget." Then in a more serious tone. "You told a shooter to shoot you?"

"Yeah, I did." He voice was barely audible.

"What were you thinking?" His voice rose along with his anger towards her willingness to give up her life.

"In the moment I was more on autopilot." Her voice was soft in recalling those moments." But before, he was threatening to shoot Hunt, then Cristina, then you. The way I saw it, he just wanted revenge on you, an eye for an eye, his words not mine, and I was perfect revenge." Derek relaxed a little when he realized that this was Meredith trying to be noble not giving up when things got rough like she would have not so long ago.

"That's how you lost the baby, isn't it? I mean that whole thing was really stressful, but that was the breaking point." Derek concluded, absentmindedly running his fingers through her hair.

"Yeah I...I think it was." Meredith whispered. She closed her eyes in attempts to stifle the tears flowing from her eyes. Derek knew he had hit the right spot to break the dam. He hated seeing her cry, especially when he had something to do with it, but he also knew this is what she needed.

"Shh, it's okay, I got you." He whispered, tightening his grip on her. He hated that it took him six months and her finally breaking down in the OR just to realize how much she hurt. Her shoulders shook with sobs and his t-shirt was getting damp but all he cared about was being strong for her. He'd had his moments of weakness. He'd cried over the events of the shooting and had his nightmares. After she confessed the miscarriage he'd cried. Through his tears he'd asked if she was okay and she'd simply nodded saying she'd cried enough.

As he sat up against the headboard and pulled her into his lap and rocked her back in forth when the sobbing didn't show any signs of slowing down, something clicked. She'd avoided. She'd buried herself in other people's problems, like his recovery and Cristina's emotional trauma. And when Cristina had yelled at her and alienated her the dam had started to crack so she'd turned to him. But then he'd made it his personal mission to help Cristina and the dam now had a massive hole and she had no one because they were all wrapped up in their own mess. And some suicidal college student had shot his innocent classmates and she'd found herself relating the wife of their patient and her sense of helplessness. Meredith had tried to help her and give her some sense of power and comfort. And Derek had called her names and questioned her motives and the dam had burst and she'd lost it.

When Derek had finally turned around and saw the mess that was his wife, he felt like an ass. He and Cristina had walked all over and had compared their problems to hers and because they were so wrapped up in their own little worlds, they hadn't seen how big her problems were. And when Meredith finally fell asleep Derek would call Cristina and tell her that because they owed it to Meredith to fix this and make it up to her.

Because it's better late than never.