AN: Just a quick one shot following the last episode (4.05?). The apple really did fall far from the tree. I know I should totally be focussing on my other fics, but this idea just came to mind, and I wanted to get it written and posted before Halloween.

Disclaimer: I am not affiliated with Grey's Anatomy, and am simply borrowing the characters for strictly non-profit fiction. I promise to return them unharmed...

Meredith shifted the large bee in her arms, laughing at the awed look on her daughter's face at all the costume clad people lining the streets.

"You having fun, sweetie?" She cooed, bouncing the baby a few times, rewarded with the sweet sound of her laughter. A little over a year old, Emily smiled at her mother before yawning. Meredith smiled and shifted her up in her arms and Emily lay her head down on her mother's shoulder, completely trusting. It never ceased to amaze her just how much she loved being a mom, just how much she loved her kids. And to think the thought has terrified her only a few years before.

Meredith smiled as she spotted the shortest doctor she had ever seen racing down the path from the house before them. The very-modified lab coat billowed behind him as his father's stethoscope swung from around his neck. He was going to sleep well tonight.

"Mommy!" He cried, jumping to a stop right in front of her. "They gave full chocolate bars!" His enthusiasm was infectious, and Meredith found herself beaming back at her son, just as she had at every house so far. She couldn't help it.

"Wow," she exclaimed. "That must mean you're done trick-or-treating?" She asked with a smirk.

Jeffrey's eyes grew wide as he shook his head. "Nuh-uh."

Meredith laughed. "Well, you better keep going then." And with that he was off like a shot to the next house, his jack-o-lantern pail swinging from his elbow, leaving Meredith and resting Emily to wander down the sidewalk to wait before the next house.

Thus had been the process the whole night, but Meredith wouldn't change it for the world. This was her first year taking her children out on Halloween. The year before Jeff had only been three and not quite old enough to appreciate the trick-or-treating thing. Derek had tried taking him, leaving Meredith home with the new baby, but had given up after a few houses, Jeff too intimidated by the bigger kids and mass of people. Derek had come home disappointed, but looking forward to the following year.

Jeffrey came racing back down to the sidewalk once more, his young face beaming as he told his mother of the yummy treats from that house.

"That's great, Jeffy. You still want to keep going?"

He nodded emphatically and raced ahead to come to a stop at the cross street they had to pass to begin the next set of houses. Meredith reached him and held out a hand, Jeffrey immediately wrapping his hand around her fingers. And as soon as they set foot on the sidewalk on the other side, his hand was gone and he was once again off like a shot. She shook her head at his energy, he must have gotten it from Derek.

She came to a stop in front of the next house, her hand reaching up to adjust the antennae headband resting in her hair. Having not planned on a costume, she and Derek had both been surprised the day before when Jeffrey had come home from daycare questioning what they were going to dress up as. Having no time to run to a store the night before, Derek had gone out between his surgeries today. Meredith had been getting ready to leave at the end of the day and found alien antennae resting on her desk, with a note from her husband explaining how limited the choices were at the last minute. As much as she felt stupid as a grown woman walking around with antennae, her son had lit up when she put them on, so it was worth it.

Jeff ran back down from the house and they moved on the next.

"Ashley, lets go, you've had long enough," a sharp tone drew Meredith's attention towards a crying young girl being dragged along by her mother. She sighed in sympathy to the girl, her thoughts reaching back to her own childhood. At lest Ashley's mother had taken her out and made her a costume. But still, she shook her head. As a parent, where else could you possibly want to be right now? She placed a kiss down on Emily's head, smiling as the young girl shifted, one small hand closing on the collar of Meredith's coat.

"You getting tired yet?" She questioned her son as he made his way back down from the house, not quite walking, but much slower than before.

"No!" He exclaimed, speeding up as he took off to the next house, slowing again as soon as he thought he was out of his mother's sight. She smiled. He sure was going to sleep well tonight.

She came to a gentle stop at the next house, her thoughts once more falling back to her childhood.

Seven year old Meredith Grey stood facing her mother, a sheet haphazardly wrapped over her body, tears streaming down her face. "But I want to go trick-or-treating!"

"Meredith, enough!" Ellis was exasperated. It was getting late and she had just returned from the hospital to find her daughter dressed in makeshift ghost costume, trying to sneak out past the babysitter.

"No! I want to go. Everyone at school is going." She tried to push past her mother, determined to go out, even if she was alone.

Ellis grabbed her daughter by the wrist. "Meredith, you will go to your room, right now. You don't need to go trick-or-treating. It's a stupid, childish tradition. And it's rude to knock on people's doors and ask for free food. If you want candy I'll buy you some."

"It's not the same!"

"I don't care." She released her daughter's arm. "Now go to your room."

Meredith sniffed before racing up the stairs, slamming her bedroom door behind her and collapsing onto her bed in tears. She just wanted to go trick-or-treating like everyone else. She cried until there were no more tears left, then pushed herself off her bed long enough to unwrap the sheet and lay it back down on her bed, ignoring the eye holes she had cut out with the kitchen scissors. She changed into her pyjamas and crawled into bed. She heard her mother's footsteps across the hallway in front of her room but knew she wouldn't come in. She never did. She cried herself to sleep that night, hoping that one day she would get to go out on Halloween, one day she would have a happy family who liked to go trick-or-treating

Meredith was pulled from her memories at the sight of her son happily hurrying down the driveway towards her. She almost felt sorry for her mother, and all the memories she had missed out on. Almost. She wouldn't have missed this for the world. As Jeffrey got closer to her, his happy expression turned into a full-fledged smile and he picked up speed, his trajectory changing and he raced by her.

"Daddy!" he cried as he launched himself into his father's arms, barely giving Derek enough time to crouch down to catch him. But Derek managed, he had lots of practice.

"Hey Kiddo. You having fun?" He questioned.

Jeff nodded emphatically.

"Are you scoring lots of loot?"

He continued nodded. "Yeah. The house down the street," he pointed. "They were giving out full size chocolate bars!"

"Full size chocolate bars?" Derek repeated. "I think the rule for full size chocolate bars is you have to give them to your daddy."

Jeffrey's eyes grew wide as he pulled the as far away from Derek as he could. "Nuh-uh!"

Derek laughed and kissed his son on the forehead. "Okay, I'll let you keep it, but just this once."

Jeff laughed and took off towards the next house.

Derek stood and smiled at the sight of his wife and daughter. Even with the antennae on her head and moisture in her eyes, Meredith looked beautiful to him. Especially with the sleeping bee in her arms.

"Howdy, mam," he joked as he touched the brim of his hat in greeting.

Meredith laughed. "What are you wearing?" She reached up to run her hands over the cowboy hat perched on her husband's head.

Derek shrugged. "Like I said, there wasn't much selection. I did the best I could." He leaned in and kissed her. Then kissed the back of Emily's head. "How are my two favourite girls?"

Meredith smiled and took his hand, quickly motioning that they move to keep up with Jeff and they came to a stop at the foot of the next driveway.

"You guys sure move fast," Derek commented. "I parked behind your car and I've been searching for at least twenty minutes."

"Why didn't you call me?"

He smirked. "I did. A few times."

"What?" She shifted Emily slightly to be able to reach into her pocket. She pulled out her cell and flipped it open. Four missed calls. All from Derek. She winced and scrolled through her menu options. "Crap, sorry. It was on low. I didn't even hear it." She turned to Derek, tilting her head and smiling gently. "Sorry," she repeated.

Derek laughed and dropped her hand to wrap his arms around her. "I'll let it go, but just this once," he joked.

"You too good to me," she responded.

He smiled, suddenly serious. "You deserve it."

She felt a smile appear on her lips and she leaned her head to rest on his shoulder as they followed Jeff to the next house.

"He looks like he's having fun," Derek commented.

"Oh, he's having a ball. Definitely going to sleep well tonight. I can't believe how much energy he has. He must get that from you."

Derek scoffed. "That's not true. I was a great kid. He gets it from you."

Meredith laughed and lifted her head up. "Hey, I've talked to your mother. She told me what kind of kid you were. Don't even try to blame this on me."

He rolled his eyes good naturedly. "I knew you two getting along was a bad idea."

They remained in companionable silence as they moved on to the next house.

"How's your patient?" Meredith finally spoke. Derek's last surgery of the day had run into complications, which was why Meredith had to start out alone that night.

Derek nodded. "It was iffy for a while, but he's going to make it."

"Good."

"Yeah. But I'm sorry I almost missed this," he said, motioning towards their son racing down the driveway towards them. Apparently the arrival of his father had given him a second wind.

"You still made it," she told him. "It took him a few houses to get used to the process, but since then it's been the same at every house."

Derek smiled. "And you loved every minute of it."

She smiled, tears welling in her eyes as she nodded. "I have."

He stopped them at the next house, wrapping his arms around his wife and daughter. Meredith sniffed and lay her head down on chest as he rubbed her back soothingly. "I love you," he whispered.

Meredith smiled and breathed in his scent before pulling away. "I love you, too," she told him, leaning in for a kiss.

"Come on!" Meredith laughed as their kiss was interrupted by Jeffrey, eager to move to the next house. She shifted a now awake Emily as she wandered to the next house, Derek's arm resting comfortably over her shoulder.

Emily began to shift as they came to a stop at the next house, her head turning about to take in the sights. She smiled and cried out as her eyes caught on her father.

Derek leaned in close, his nose almost touching Emily's. "Hey, Ems. Did you have a good sleep, baby girl?" Emily giggled and held out her arms. Derek didn't hesitate to scoop her out of Meredith's arms.

Meredith watched with an amused smile as Derek held their daughter out in front of him, whispering silly phrases and making funny faces to make her laugh. And she really had the world's greatest laugh. You couldn't hear it and not smile.

Jeffrey came down the driveway, but stopped before them instead of moving on to the next house. "Mommy, my pails getting kinda full," he told her.

"Okay," she said, pulling the bag off her shoulder and opening it up so Jeff could dump his winnings in and start fresh with an empty bucket.

"Thanks mom," he called and he was off again as she replaced the back over her shoulder.

"Totally gets it from you," Meredith muttered towards Derek as they moved to follow Jeff.

Derek rolled his eyes. "Whatever you say, Mer."

She smiled as they came to a stop. "So, why did you get to be the cowboy?" She reached up towards his hat.

He smirked. "Because cowboy's are cooler than alien's."

It was her turn to smirk. "Okay, so I repeat my question. Why do you get to be the cowboy?"

He mock glared at her. "Because I'm cooler."

She raised an eyebrow. "Derek, have you ever even been on a horse?"

He narrowed his eyes. "That's totally not the point. I could totally be a cowboy if I wanted to."

She laughed, pushing down on the top of his hat. "Derek, the hat doesn't even fit." It was really resting on his head, precariously balanced in his hair. Any attempts to push it down would simply work for a second before it would slide up again.

"It's just a little small," he told her.

She smirked. "And you have a big head."

He rolled his eyes. "I'm a surgeon, it's expected."

"Really?" She asked, swiping the hat from his head, ignoring his protests. She traded the antennae for the hat on her own head. It slid down easily, loose if anything. "It's fits me just fine, and I'm a surgeon."

He smirked at her, laughter in his eyes. "Well, obviously you're not as good as me."

"Oh!" She exclaimed towards his mocking expression. "Just for that, I'm keeping the hat." She stared at him, as if challenging him to protest. He didn't. "That's what I thought." She told him, reaching her hands up to place the antennae on his head.

She stepped back to observe her handiwork, Derek stood there, glowering at her, slightly crooked green and purple antenna swinging back and forth on his head. She couldn't help but laugh. The sound of her laughter drew her daughter's attention, and Meredith couldn't help the swell of emotion at the sight. Her husband and daughter together, Derek with long green and purple antennae, Emily with short yellow ones attached to the hood of her costume.

She pulled out her phone. "I so need a picture of this." She explained, flipping it open and lining up her shot.

"Hey, you traded!" Jeff called as he came down the driveway and reached them.

Meredith rested a hand on his head as he looked back and forth between them. "Doesn't daddy look better in the antennae?" She asked. "More natural?"

Derek glared at her as Jeffrey laughed and nodded.

"Okay, next house," she announced and Jeffrey took off up the driveway.

"You two look adorable," Meredith told him.

Derek smiled down at his daughter. "You hear that, Ems? Mommy thinks we look adorable." Emily just laughed. He smiled up at Meredith and reached his free arm out.

Meredith quickly made herself comfortable under his arm, pulling it tight over her shoulder as she leaned in as close as she could.

"So," he started. "Are you having a good Halloween?"

Meredith nodded. "Best Halloween ever," she told him honestly. "I finally got to do the trick-or-treating thing. Well, for candy at least. I did trick-or-treat once for ears."

He laughed before sobering quickly. "I'm glad you finally got your memory, Mer."

She sniffed as she felt tears well in her eyes. "I can't even imagine not wanting to do this tonight," she told him. "I can't imagine refusing to take him."

"You're not her, Meredith."

She nodded against his shoulder. "I know," she said, her thoughts momentarily going back to that fateful conversation with Mark.

"The apple fell pretty far from the tree," he had said. It had been a turning point, after spending so many years trying not to be like her mother, it was the first time anyone had up and pointed it out. It was the first time she had truly let herself believe she wasn't like Ellis Grey.

She smiled. "I know," she repeated. "Some times it's just hard to remember that. But when I'm with them, I can't imagine wanting to be anywhere else."

Derek placed a kiss on her forehead. "I know the feeling."

She smiled and closed her eyes for several seconds, basking in the feeling of loving and being loved. It really was the best feeling in the world. She wouldn't give up her family for all the surgeries in the world. When she opened her eyes, she caught sight of her son walking down the driveway.

"He's getting tired," she commented.

Derek's eyes shifted up and he nodded. "Jeff? Why don't we cross the street and start to head back towards the car?"

Jeff shook his head.

Derek smiled. "There's a bunch of houses on the way back and if you still want to do more when we get there, we'll keep going."

Jeffrey paused, surveying his father. "You promise?"

"I promise." Derek told him with a laugh. There were a few blocks of houses between them and the car, and he could tell Jeff's energy level was draining fast. There was no way he'd even make it back to the car.

"Okay," Jeff conceded, taking his mother's hand again as the family crossed the road and started back down the row of houses. Sure enough, less than half way to the car, Derek found himself carrying a sleeping Jeffrey, Meredith trudging along beside him with a once more fast asleep bee wrapped tightly in her arms. Upon reaching the van Meredith had driven over in, he got Jeff settled into his safety seat, as Meredith did the same for Emily. He then met his wife at the driver's door.

"You want to follow me, or should I follow you?" She asked tiredly.

Derek stepped forward, wrapping his arms around her waist as he pulled her into a tight hug. She reciprocated easily by running her hands up his chest to come to rest around his neck. He ran a gentle hand up and down her back as she sighed in content. More than six years of marriage and he still couldn't believe how much he loved the woman in his arms.

"Why don't I follow you to the hospital and I'll leave my car and drive you home?"

He felt her smile and nod against his chest. "That would be great, Derek. Thank-you." She told him when she finally leaned back.

He placed a quick kiss on her lips. "No problem, Dr. Shepherd."

She laughed and leaned in for another kiss. "Okay, Dr. Shepherd," she spoke as she pulled back. "I'll meet you at Grace."

He gave her one last kiss. "Not if I meet you first," he muttered, pulling away to head to his car.

"What?" She gave him a questioning look as he walked away, his antennae bouncing with every step.

He turned when he got to his door. "It's not my fault I can't come up with anything witty at this time of night." He told her, suppressing a yawn.

She laughed and shook her head at him. "I love you," she called.

He smiled. "Love you too."

Then she stepped into her van, glancing in the rear view mirror to ensure both kids were safely strapped in and she started the car, a smile on her face. They were both exhausted, working long hours, and had two kids under the age of five. But it didn't matter. Because they still made time for their kids. They still made time to do the simple things, like go trick-or-treating. Because it was important.

And she was far from becoming the mother Ellis Grey had been. The apple sure had fallen far from the tree.

AN: Okay, so not my best work, but to be fair it only took a few short hours between idea and posting of story, so its the best I could do in such short time. So, Happy Halloween!