A/N: I am back with another addek story, some years ago I tried to write something similar but life got in the way and never finished it, this time I will try to make it right. This is another story of Derek showing up in California and my attempt to get some eventual addek reunion. There will be some hints of Addison and Sam, but this story will be addek all the way. You will find flashbacks from their med school years in most chapters, mostly because I love all the med school mentions of Derek and Addison.

The story is based around season 7 of Grey's Anatomy and season 4 of Private Practice. There will be some minor changes that you will notice through the story.

I hope you enjoy it.

EVERYTHING JUST TAKES ME BACK

(TO WHEN YOU WERE THERE)

Professionally, Addison Forbes Montgomery had never second guess any choice she has made about a patient, that was what made her a world-class surgeon and one of the best on her field. She had always been precise, her opinions on her patients were always accurate just like every movement she would make inside the OR. That was her life as a doctor, however, personally things were completely different. When she decided to start a relationship with Sam Bennett, she didn't hear that voice inside her head saying that it wasn't her smartest move, being with your best-friend's ex-husband might cause that effect, but for Addison at the moment, it seemed like the best choice, and for a while it was.

Sam was genuinely a good man, after all the failed relationships she had over the years, settling with him seemed refreshing. Their dynamic was completely different on what she was used to over the years. Unlike the other men in her life, Sam had very strong opinions and he wasn't afraid to show them, even though he knew Addison would disagree.

Does that actually work for you? Leave work at work? I am mad and it doesn't go away because I am home, I bring my work to my home. – Addison said during one of those disagreements.

Well, you shouldn't, it's what me and Naomi used to do – Sam mentioned that time.

And even though they had some strong arguments because of it, they moved forward, after all, Addison had risked her oldest friendship to be with him, why bothering to throw that chance of being happy over some work-related issues?

I was right and you were wrong — Unlike Sam, she didn't compare it with her previous marriage, but with Derek, it has always been normal to have these kind of work related conversations at home, and even though they would disagree from time to time, that was never an issue to them.

But this time, their fight was something completely different, Addison felt it was finally the time to start a family. She loved Sam, or at least she thought she did, and she wanted to be a mother, but what she didn't expect was that he wouldn't be on-board with that decision and that he wouldn't change his mind no matter how many times she would bring it up.

She kept asking him until she finally stopped.

THREE DAYS AGO
ADDISON'S HOUSE.

"Addison, you're giving me an ultimatum, that isn't just fair for me, for us. Look, can't we just take a little bit more time and-and figure this out as we go?" Sam defended himself, still uninterested on the subject but unwillingly to give up on his relationship with Addison.

"No, my mother killed herself, Sam. She spent her entire life never being who she really was, never saying out loud, "this is who I am, and this is what I want", and then when she finally did get the courage up to go for it, it was too late. She waited too long. I... have already waited too long. You know, first it was "wait until you meet the right guy, " and then I met Derek, and then I told myself, "Addison, be smart. Wait until you finish med school, then wait until you finish your residency," and then "wait until you finish your fellowship," and my marriage exploded, and then I had an affair, and then it was, "oh, no, not now. You can't have Mark's baby. That would be unseemly". And I waited and waited and waited until I only had one egg left. What I am trying to say is that… I waited too long. Okay? And now it's time. I have a clock inside of me, Sam. It's not just ticking. The alarm is going off. It's screaming. It's time. I can't wait. Not anymore."

Addison was almost desperate, she was frustrated not only because of this relationship but also with herself, with her own body. But after Bizzy's death she opened her eyes and started to see things differently. She kept wondering if her mother would have been honest with herself from a long time ago, how different things would be? She didn't want to have the same question towards herself, she couldn't keep waiting and hoping for things to change, she couldn't keep waiting for Sam to make up his mind.

"Okay". Sam said after a long pause, somehow the only words that came out of his mouth was something completely different on what Addison wanted to hear "Are we breaking up?"

PRESENT DAY – ST. AMBROSSE HOSPITAL

Usually after things get complicated on her personal life, Addison prefers to focus on her work, after all, this is where she feels like she's in control of any situation and where she can succeed quickly by saving a life or even two. While working, she wasn't a woman on a failed relationship longing to start a family with a guy who didn't want the same things as she did, on the contrary, she was the world-class doctor that everyone looks up to, and that's how she would like to keep it.

She hasn't spoken to Sam since their argument three days ago, they didn't agree to break-up, but they weren't exactly on good terms at the moment, still her decision hasn't changed, and neither did Sam's. But at work, all of those things can wait.

After a successful delivery, Addison went to the E.R. to sign some of her charts and check her pre-ops for her next patients. While she was distracted, reading through the patients' histories, Sam also arrived to the hospital in a hurry, holding a cup of coffee on his hand, he seemed like he had just been paged, and even though they hadn't spoked, he made his way next to her as soon as he noticed her, his excuse was to check his own patient file, but actually he wanted to have some words with her, he tried to talk to her at the practice, but once he arrived she had already left to the hospital.

"Hey. I was – Uh… I was looking for you today, but Amelia told me that you've been here since early in the morning." He started, the familiar voice made Addison look up to find his gaze.

"Hi… Yeah. I've been here… Seems like a lot of women decided to have their babies today." She cleared her throat and decided to answer. "You? A lot of surgeries today? I thought you were at the practice."

Sam took a sip of his coffee and nodded. "I was at the practice. Charlotte asked me to come to check on a transfer we're having, a 37-year-old man with myocardial aneurysm who is facing neurological complications. How about that?" Sam informed as he would do to any other colleague, anything to keep them from the "baby" fight all over again.

"It sounds like it will keep you busy for the rest of the day. So… Myocardial aneurysm with neurological symptoms, that is never a good match. I remember assisting in one of those during my residency. It got complicated." Addison peeked to take a look on Sam's chart over his shoulder. "What's your plan for it?"

"Yeah, well. It isn't an easy procedure, but the plan is to exclude that portion by resection, which could improve cardiac function by restoring ventricular geometry." He explained to Addison while pointing out the scans on the chart.

Talking about work is easier.

Why can't discussing their future be this easy? Why can't they get along when she stands up for what she wants?

Why can't he want the same things as she does?

If only Sam wanted a baby.

"Are you working with Amelia?" She asked while looking at the name "Dr. Shepherd" all over the chart.

"Well… This is the whole patient history but I wasn't told Amelia was the one working on it… Actually, now that I am seeing it, it looks like…"

Before Sam could even finish the sentence, they got interrupted by a very familiar voice for both of them.

"Well, isn't this cozy? Can I join in? Or are you not into threesomes?"

It was just one second before they realize that the patient they were receiving was a transfer from Seattle, from no other hospital than the Seattle Grace-Mercy West.

Derek Shepherd was standing right there in front of them, it was impossible not to look surprised. As a reaction to that not-expected appearance, Sam put his arm around Addison's waist, even if they weren't on their best moment, they couldn't reflect their messy relationship in front anyone, especially if that someone was Addison's ex-husband.

"Derek, I- Uh… I wasn't expecting you to come all the way from Seattle." Sam greeted him with a hand-shake with his free hand, his other arm was still around Addison, which didn't get unnoticed by him. "What I mean to say is that… It's nice to see you, man."

"Yes, it is indeed a surprise. I wouldn't think I would live to see the day that you would come to California." Addison added surprised, as she didn't think she would live to see the day when Derek Shepherd would be in Los Angeles.

"It is good to see you too, Addie." He replied with a half-smile and turned back to Sam. "Well. It is strange that you didn't know that Luke was my patient as my name is all over his file. I've been treating him for some time now, I couldn't just send him over for another neurosurgeon to continue what I've started." Derek explained to the "happy couple", although he was aware of Addison and Sam being together, seeing them next to each other was a completely different story.

Sure, they've both moved on. Some years has passed since they got divorced but… Seeing your ex-wife with one of your closest friends from Med School was never not a shock.

"Of course not, you wouldn't share the credit with another surgeon, not even with your sister." Addison said with a nervous laugh, definitely seeing her ex-husband on her work place will always be a shocking moment. At least, she had surgeries scheduled for all day, so there won't be any chance to have another awkward encounter.

Before any of them could say anything, Addison got paged.

Saved by the bell.

"Well… As much as I would like to stay catching up, I have to do a surgery. Good luck with the Myocardial Aneurysm."

Before Addison was able to walk out, Sam kissed her cheek, just like Derek used to do when they were married. Or at least that was the first thought on the neurosurgeon's head as soon as he saw that.

Hopefully his time in California will be short enough for not getting used to Sam's displays of love towards Addison.

Even that thought felt wrong.

"So… You and Addison, huh?" Derek said as soon as Addison was far enough for not listening his words.

Sam laughed awkwardly and nodded. "Yeah, well… I should've give you a warning, next time we get a transfer I better make sure to check each doctor involved." Sam cleared, if he knew Derek was the doctor working on this patient arriving, then probably things would have been different. He would be on speaking terms to Addison, at least to not look like an idiot in front of her ex-husband.

"It's okay, man. I'm just here for a surgery. I'm glad you guys are happy, besides, I won't be here to make things awkward for too long. There's a lot of drama back home for that, believe me, I don't need any more of that while I'm working here."

Sure, he wouldn't make things awkward, but it will never not be weird. Or maybe he is just lying, of course it will be awkward working with the man who is doing his ex-wife. Same man who happened to be one of his friends.

Addison does like to keep things on her own circle. Why doesn't she just date any stranger like any other person? Derek kept thinking while the image of Sam and Addison was still stuck on his head.

You're not supposed to care.

"I'm glad to hear that, man. We probably should head to the E.R, the patient should arrive at any minute. But we can catch up later, how about that?

"Sounds like a plan."

LATER THAT DAY.

After performing a surgery on a premature baby, Addison headed back to the practice, where she still had a couple of patients to check before calling it a day. However, as soon as she arrived to the building, she ended up going to another office instead of hers, because as busy as she had been the whole day, she kept thinking the same thing:

Derek Shepherd was operating with Sam on the hospital. How could she not be thinking about that?

And most important, how wasn't she informed about this visit. Which made her also think, does Derek gets informed whenever she's going to Seattle? Does he even cares?

I want you to care! – She remembered once saying to him in the middle of the hospital.

Why would he even care about it after she's no longer even living on the same city as he does.

Knowing Derek Shepherd, he wasn't even thinking about her, he stopped doing that even before their marriage ended. For him, surely arriving to Los Angeles was simply just that, operating on a patient, getting a successful result and maintain his God complex. He is probably just counting the hours to head back to Seattle and get back to his girlfriend… Or is it wife now? She isn't even sure about that.

Yes, she was sure that he didn't care… And she shouldn't, or at least she thought that she wouldn't care. Damn it, why did Derek had to arrive just when she is at her lowest point with Sam?

Sam, right. They weren't on speaking terms, only to work related conversations. And of course, slightly displays of affection in front of Derek. She will argue about that later with him. However, first she had a bone to pick with the responsible of her ex-husband arriving unexpectedly.

"Would you care to explain why did you decide to bring Derek Shepherd to the hospital and not telling me about it?" Addison confronted Charlotte as soon as she walked in to her office at the practice. "A little warning for my ex-husband arrival would have been nice, Charlotte"

"Your ex-husband happens to be one of the best neurosurgeons in the country. I don't base my decisions on your personal life, or I don't go checking each doctor I bring to see if they've screwed with anyone I know. It is a good procedure and it will be good advertisement for my hospital."

Charlotte answered without leaving her chair, she responded very naturally, for her it didn't really matter, and being honest she didn't even remember this was Addison's ex-husband at the time she processed the patient's transfer.

"And most important, why would I owe you an explanation on how I decide to run my hospital?" Charlotte continued before Addison could say another word.

And the conscious version of Addison knew that Charlotte was right, but at the moment, she just needed someone to blame, because at that point, when her relationship with Sam was hanging on a thread, the last thing she needed was having her ex-husband nearby gloating about his perfect life in Seattle.

"I'm not asking for an explanation; I'm just saying a little warning would have been nice." Addison replied on a lower voice, as a kid repressed by her mother on the middle of an argument.

Charlotte was about to answer with another sarcastic comment, but she kept silence for a moment, thinking that if someone would bring her own ex-husband out of nowhere, the world wouldn't be ready for her reaction… Which is why instead replied: "He'll only be here to operate on his patient, he will monitor the post-op progress from Seattle."

Addison nodded and without saying a single word, she headed back to her office.

Both Sam and Derek checked on their patient while keeping each conversation professional, they ran the tests, CTs and pre-ops checks. They needed to wait for the results to schedule the surgery, they also needed to keep an eye on the patient, which is why they were keeping him on observation while the results arrived, but most likely, they will be operating at the first time in the morning the next day.

"So… Do you have any plans after leaving the hospital?" Sam asked while he and Derek were filling the patients chart.

"Not really, I was planning to head back to my hotel, maybe later calling Amy to have dinner somewhere and catch up." Derek kept his eyes on the chart without even looking at his old friend.

"Well… If you don't have anything against, you can come back with me to the practice, Amelia will be there for sure, and that way you will also get to know the place. Of course that's only if you want, I don't want you to feel awkward or anything, man."

Why would I feel awkward? Because you're fucking my wife? — He wanted to say, but that phrase was better on his thoughts.

Ex-wife.

Not his wife, his ex-wife. He corrected himself on his thoughts.

"Of course it wouldn't be awkward, at least not for me. Besides, Nai also works there, right? I haven't seen her since you guys went to Seattle with Archer; it will be good to catch up with her too."

At least Nai is still a good friend, unlike you.

Again, this was better inside his thoughts than saying it out loud.

On what it seemed to be the longest car ride he had ever taken, both of them arrived to the practice.

"So, this is where all of you are hiding when you want to get some days off surgery, huh?" Derek was staring at the building, if it wasn't because Sam was right there, he would have thought this was a hotel or maybe even a spa instead of a medical practice.

Things were definitely different here in California. Very different from Seattle, and even more different than New York.

"Is that a surfer boy that you have as receptionist?" He asked as soon as the elevator doors opened and saw Dell on the reception.

"That's Dell, he's our midwife." Sam said between laughs. "He has impressive midwifery skills."

"Midwifery? Is that even a word?" Derek asked, which made Sam remember that Addison said exactly the same.

Was it even possible that after all these years they were still thinking alike? Maybe the same happens with him and…

"Naomi!" Derek said out loud, interrupting Sam's thoughts. At least Naomi gave him a warm welcome, as she smiled and shared a quick hug with him.

"So… The word on the street was right after all." She said after greeting Derek, who was also her old friend.

"Word on the street, huh? So, I guess you already heard that I am going to be here for a couple of days."

"Yes, let's say that's what I heard."

"Okay… I will leave you too to catch up, I'll go to my office. You know where to find me if you need anything, Derek." Sam excused himself and made his way to the office.

"Well, unlike him, I do have some free slot. Do you want to go to my office? We also have a good kitchen, if you need coffee, or food or anything, just feel free to grab it."

"Of course you do. I stand on what I said, this place seems more like a spa to me."

Derek joked while walking next to Naomi to join her office.

"So… How have you been? It's been a while since the last time I…"

But before Naomi could continue or before she could even finish her sentence, Derek interrupted her with another question.

"So… You guys all work here… And you are just okay with it? They literally work one door away from you, they come here every day… And they… Show-off what they have? Is it even serious?" Derek felt like if he didn't say those words he would throw up eventually. And he knew that if someone could get that same feeling, was the woman in front of him.

"Wow… Somehow I am not surprised by that question." Naomi smiled after taking a seat on her couch. "I don't know, Derek. I guess I've been very mature about it. I try to look the other way whenever I find them together… Isn't that what you did? When you guys were working all together in Seattle? You and Mark and Addie?"

With the only exception that I didn't care back then. I was too convinced trying to ignore her and Mark, that I didn't even had to look away. I had Meredith too. She was a good distraction to even care about my ex-wife.

He wouldn't admit that, not even to Naomi at that one time when he was asking her about his feelings about Sam and Addison.

"So… It doesn't bother you? Because if it doesn't, you might be the most mature person I've met."

He doesn't care.

He can't care about it.

Why would he care about Sam and Addison?

"Of course it bothers me. They had that going on since med-school, you know? And I know I shouldn't be the one telling you this, but it makes me double guess everything that ever happened after that. But… Even if it does bother me, I can't do anything to change it, so that's why I look the other way… And so should you while you're still here."

She advised him, she was also regretting that she had finished the chocolate cake that was earlier on her office, because it would have made this conversation a lot easier.

However, Derek wasn't ready to let it go just yet.

"Wait… What do you mean that it's been going on since Med School?" That news hit him like a train, because sure, things between him and Addison surely went downhill during their last years together, but something he would never argue is that they had a good start, and since they met they were crazy about each other. "Addison never mentioned anything"

Naomi shrugged and shook her head, while she reached for a chocolate on the small table in front of her. "Neither did Sam, but apparently he asked her out back then, but she said no. I don't know, I didn't really go into details with them for my own sake. Which is why I preferred to ignore that relationship, and believe me, it will be better if you do the same."

And he knew Naomi was right but he wasn't ready to just drop that information.

"I – I think I need a coffee to continue this conversation. I'll go grab one and will be back before your next patient arrives, okay?"

Derek left before Naomi could say anything else to him.

FLASHBACK 1990

COLUMBIA UNIVERSITY MEDICAL SCHOOL

"You have no chance, man. Just let it go." Mark advised his friend who kept saying for the past week that he will invite the gorgeous redhead over a date. "Besides, just look at her, why would you think she doesn't have someone already?"

However, Derek was confident this time. They've met over gross anatomy class, and they kept working together on that class, they even shared a couple of other classes together and they were starting to get along.

"She has never mentioned anyone. When we're studying she always talks about her brother, Archer, who is one year ahead of us, and when she's not studying with me, she is with Naomi, this other girl who seems to be her best friend. But she never mentions anyone else."

Derek said hopefully, since the first day he met her, he was sure that Addison wouldn't be just another girl that was force to work with him through med school, he knew that they will be much more than that.

"Archer Montgomery is her brother? That's another sign to run away from her. Are you sure you want to be close to that asshole?"

However, not even Archer Montgomery would keep him from his attempt to ask Addison out on a date.

"If that means being close to her, then I don't care about Archer." Derek said with a sudden smile, as he noticed Addison was walking down next to Naomi, heading to a class room.

"Well, if you say so… I will be getting some booze for the eventual rejection. Maybe even a couple of girls, you will need all the help you can get after Addison Montgomery turns you down."

"I don't need any other girl, Mark. I am sure she will accept."

"Even if she does, the two girls are for me." Mark teased, while they were still between laugh, Sam also joined the two young men. He was carrying some books for their next class.

"What are you two laughing about?" He asked as he saw both of them laughing, or most likely, once he saw Mark teasing Derek.

"This one wants to ask Addison out on a date. I am starting a bet on twenty bucks that she will turn him down. Do you want to join?"

"Oh… Addison Montgomery, as in the hot girl who was working with you in gross anatomy class? As in Naomi's friend?"

Sam asked a bit surprised, he had also noticed her as they also had some classes together, from the start, the redhead also took his attention, and at some point, two weeks into the semester, he was brave enough to ask her out, unlike Derek, he felt more confident, however Addison cut him off immediately, not only because Naomi was crazy about him but also because she found herself enjoying those study hours with Derek more than she should.

That was Sam's first cue to step out, besides he had started to talk to Naomi and she also seemed a great girl. Now, knowing that Derek was willing to take action and ask Addison out, he knew that this "crush" that he had on her needed to be buried.

"I'm in. But I bet fifty that they will end up getting married, you can pay me at the wedding."

The funny thing is that over the time, Mark did pay to Sam those fifty bucks when they were helping Derek to write the song he sang for Addison on their wedding day, and even though he did have a crush on her at the time Derek first asked her out, he stepped back and buried those feelings for a very long time.

END OF THE FLASHBACK.

"…So, I don't get a single word from you in the past three days, but suddenly, Derek shows up here and you act like nothing had happened? Because I still haven't changed my mind, Sam… And by your silence, I guess you haven't either." Addison snapped at Sam while she was getting her daily green juice, the conversation was taking that same direction from the past minutes.

I waited too long.

I have a clock inside of me, Sam. It's not just ticking. The alarm is going off. It's screaming.

Having this argument once again on the practice's kitchen wasn't probably the smartest choice, but why would Sam even care to act different now, if nothing has changed between them?

"This is not the time or the place to have this conversation, Addie. Why don't we go to your place, I'll order some Chinese food and we will discuss it over dinner?" Sam suggested, which made Addison roll her eyes.

Was he not even listening to her?

"If this is not the time or the place, then when will it be? If we go home to talk about it, I will get the same answer from you, the one that we both already know and…"

"Addison, we are not talking about it here, okay? Is it so hard for you to understand that?"

"Then why are we waiting for inevitable? Let's just say out loud what you don't want to…"

Before she could say anything else, she got interrupted by Derek's presence, perhaps Sam was right after all, it wasn't the time or place for this, especially when her ex-husband is apparently everywhere today.

"Derek… I didn't know that you were here." Addison said after some seconds of empty silence filled the room. "I mean, I knew you were here in L.A, or at the hospital, just not here at the practice… Or much less here, on the kitchen getting coffee. Because, you know, you were supposed to be at St. Ambrosse, where your patient is admitted or, well, he is also Sam's patient, it would make sense also if he was here at the practice… Which is fine, it is fine by me."

Nice, she was rambling in front of him again.

Definitely not the time or the place.

"Yeah… Uh… Sam invited me over… And I was just catching up with Nai… You two seem to be… Having a conversation and I don't want to interrupt. I'll just… Go get my coffee from downstairs." Derek suggested, of course he had heard some parts of the argument, the walls on that place were literally crystal clear.

Even so, he didn't know what were they arguing about, of course he wouldn't ask them but he still felt curious about it. Was Addison even happy while being with Sam? He recognized that disappointment on Addison's eyes, it was the same glance that he was receiving by the end of their marriage, but now that look was being directed to someone else.

"You invited him over?" Addison said turning back to Sam. "No, I mean, it's okay, Derek. I – Uh… I was just going back to my office. My next patient should be already waiting. I… I'll see you around."

Walk away, it's what you do best.

Addison headed back to her office with her head high without looking back at the two men she was leaving behind. Derek awkwardly took few steps to the coffee machine and without even thinking, the words came out of his mouth. "What was all that about?"

No, you don't care. You're not supposed to care.

Sam took a deep breath and shook his head. "We're not talking about it." He didn't say anything else, he just walked away, wanting to leave the kitchen to head back to his office.

"Hey Sam?"

Derek asked just to make him turn around. Once he did, Derek continued. "I won't ask; it isn't my place, not anymore. I know that. All I can tell you is that I've seen that look on Addison's eyes before and I will not stand here just watching you doing the exact same mistakes I did to her years ago."

You're not supposed to care. You need to stay out of it.

"You're one of my oldest friends, and I will say this to you as friendly as I can, Derek. Stay. Out. Of. It."

Sam walked away leaving Derek alone with his cup of coffee on the hand, suddenly this feeling of anger started to take all over his body. If he wasn't a world-class doctor, or if he would have been ten years younger, probably the conversation would have ended up completely different.

You're not supposed to care.

And even though his mind was saying otherwise, there was one thing certain, he did care and unlike Naomi, he wouldn't look the other way, he couldn't just stand the fact that Sam Bennett was not only in a relationship with his ex-wife, but additionally, he was giving her a hard time and no, he wasn't going to sit there and watch that show. Derek Shepherd knew that he needed to do something about it, damn it, he will do something about it.

Maybe you do care a little.

A/N: This is my first multichapter story in a veeeery long time, please let me know what do you think? If you like it, I promise to update on a weekly basis. I am already working on the next few chapters.