A/N: Okay, so this is my first full length Grey's Anatomy fanfiction, so everybody please be kind. Also, as a disclaimer, I would like to say I own nothing. Every character- so far- in this story is property of ABC and Shonda Rhimes- although I wish McDreamy was mine. The lyrics in the beginning of each chaper belong to the artist listed below them. Other than that, please R/R. One last thing... I'll only be posting a chapter once a week on Fridays. This does include this Friday, November 30. However, I have plans on December 7, so there will be no new updates that week.

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"I'm on my knees
only memories
are left for me to hold

Don't know how
but I'll get by
Slowly pull myself together"

Grace-- Kate Havnevik

It had gotten worse over the past few weeks- considerably worse. At first she simply tried to ignore it thinking it was simply her imagination. But lately, it was undeniable. He did little to hide the fact that he was staring at her, and Meredith couldn't help feeling uneasy yet happy about the recent attention she was getting from him.

She'd catch him glancing up at her while she was in the gallery, or watching her in the hospital cafeteria. At the nurse's station, he'd peer over any patient's chart he was working on just to watch her. The thought that he was thinking of her instead of his wife thrilled her.

Then she'd remember.

The crying. The drinking herself to sleep for weeks. The one night stands. It was all because of him and his decision to stay with Addison, the Addison that was impossible to hate. Addison… Derek's "perfect in every way" wife.

Lately though, Addison didn't seem to matter. Derek made that perfectly clear not only to Meredith, but to everybody around him- including Addison.

Meredith looked up from the book she was flipping through unaware that Derek, who was leaning against the counter of the nurse's station, was there. She gave him a slight smile before she noticed the tall, elegant woman standing behind him. As soon as her eyes met Addison's, she quickly glanced back down to the book in front of her. Addison gave the intern a look before walking over to her husband and wrapping her arms around him.

"I'm done for the night," she mumbled as she buried her head in his neck. "I think I'm going to go home." Glancing up at him, she added, "That is unless you want to go out to Joe's for a drink once you get off. Or pizza… we could go out for pizza. God, I've been craving pizza. It seems impossible to find a good pizza place here, though. Meredith, do you know any good pizza places?" She looked to the startled intern expectantly.

Meredith looked up and shook her head, "No sorry."

"So what do you say Derek? Can we please go out tonight? Drinks? Pizza? Anything really," Addison seemed to beg.

Derek put down the chart he had been working on, "I don't know. I'll probably be getting off pretty late tonight-too late to go out." Seeing her disappointed face, he instantly backpedaled. He was supposed to be working on his marriage, and Derek was sure that avoiding his wife wasn't the way to do it. He put his hand on her shoulder, "Look Addi, I'm not really positive what time I'm going to get out of here. I don't want to make you wait for me. If you want to go out, go out. Don't wait up for me." He paused and pursed his lips in thought, "I'll tell you what. You go to Joe's, and if I get done at a reasonable time, I'll meet you there."

"Okay," she said, taking any compromise she could get from her husband. "I hope I'll see you there."

By then Derek had picked up another chart and was writing his progress notes, "Sure, whatever."

"Right," Addison replied, taking Derek's tone as a sign that he was dismissing her. She glanced over to Meredith who was still sitting close by and doing her best to go unnoticed. Addison had gotten the second chance that she wanted, but things still weren't the way they had been. Derek was different, and she was beside herself because she couldn't figure out how to fix him. "Bye," she mumbled as she rounded the corner and walked out of sight.

Meredith, suddenly feeling uncomfortable sitting so close to Derek, stood up and started to make her way toward the locker room when somebody stopped her.

"Wait," He said barely above a whisper. "I want to talk to you."

She instantly recognized his voice, and just the thought of him touching her again made her melt. Gathering up all her willpower, she muttered, "Not right now Derek. We shouldn't make this harder than it already is," She paused for a moment. "You don't have to force yourself to have a conversation just because you feel sorry for me."

With that, Meredith headed off toward the locker room.

"It's not because I feel sorry for you..." Derek whispered before turning around and heading back to his pile of charts.

As the door to the locker room clicked shut, tears started to stream down Meredith's face. Her body heaved as she slumped against the back of the door. She wanted so much for him to love her, but she knew she was asking for the impossible. He was with Addison. And no matter how much he stared at her, Addison was still his wife and there was nothing she could do about it. Just when she thought she was going to be fine, he got to her.

Just as he had before.

---

"Rough Day?"

"I guess you could say that," Meredith responded as she swung herself around on the barstool. Taking a quick glance around, she instantly noticed Addison who was sitting by herself. To Meredith, it appeared as if she were trying to convince herself that Derek was going to show up- the building tower of shot glasses was evidence of it. She turned back around to Joe who greeted her with a smile.

"McDreamy troubles?" He questioned. Meredith nodded, "So, what can I get for you? The usual?"

Another nod.

He placed the shot glass in front of her, "You know… if you ask me, you shouldn't even give him the time of day. He's got Addison for Pete's sake, and you could do so much better."

"I know that, but that's not the problem. The problem is I can't even talk to him without turning into a wreck. There's just….too much history."

"I understand that, but-"

Meredith quickly cut him off, "You know what? Just forget about it. Give me another one," she demanded as she flipped over the shot glass in front of her.

"Okay," He filled up a new glass and slid it over to her before walking away.

By the time Meredith had had her seventh round, she noticed that Addison was gone. Where she once sat there was a pile of shot glasses and the money to cover them. Meredith could feel the liquor starting to blur her senses, but she continued to drink anyway. She needed to drown out the constant voice in her head telling her Derek was "the one." She just needed to forget- even if it was just for a little while.

"Give me another," She spat at Joe from halfway across the room.

Joe came up to her. "I'm cutting you off," he said leaning against the counter. He stood up instantly when he saw Derek standing behind Meredith.

"I think you need to stop."

Meredith swung around at the sound of his voice, "Fuck you, Derek. You have no say in my life. Plus, you wouldn't even be here if you weren't supposed to meet your wife. By the way… you're one hell of a husband- your wife already left." She paused, "Probably what you planned the whole time, anyway." Meredith quickly turned to Joe, "Give me another."

Joe shook his head.

"Fine," She said struggling to stand up. "I'll just go home. I'm sure we have a bottle of tequila stored somewhere."

"Meredith, you can't drive home like that," Derek said, concerned.

"I can do whatever the hell I want."

"Meredith, you're drunk," Derek continued, trying to calm her down. "If you drive home like this, you could hurt yourself or somebody else."

"I'm fine," she slurred heading toward the door.

"No, Meredith. You can't drive." He ran to grab her arm, but she quickly pulled away. Derek knew she wasn't going to give up without a fight, so he threw her over his shoulder. Turning to Joe, he said, "Don't worry about her. I'll bring her home."

"Thanks."

"No problem." Derek answered as he opened the door to the bar and made his way across the parking lot- Meredith kicking and screaming the whole time.

---

"So… I take it that you're giving me the silent treatment." No answer. "I'll take that as a yes." He heard Meredith let out an angry sigh from the back seat. Turning to face her, he laughed, "I would have thought it would be the complete opposite. I thought I'd have to listen to you bitching about how I have no right the whole way home."

"I mean if that's what you want…" She mumbled.

"Oh, now you're talking to me."

She sighed. Part of her wanted to completely ignore him. She wanted to avoid the rush of emotions that would follow. However, the other half, the drunk half, wanted to let him have it. She had been bottling everything up inside her for the longest time, and she was beginning to feel as if now was as good a time as ever to tell him how she felt.

"I wish you would stop staring at me."

"What?"

"I wish you'd stop staring at me. I can't breathe when you are constantly looking at me like that." She paused, and she could feel her emotions getting the better of her. "You look at me and make me think things can be the way they once were." She could hear her voice getting louder, "But Derek, you've got a wife- a wife that you chose instead of me."

Tears started to stream down her face as Derek watched her shell-shocked, "I said stop looking at me like that!" She screamed, "Just stop!" She felt sick- nauseated really. "I've got to get out of here." She scraped at the door trying to open it.

"Meredith, you can't go out there like this." Derek said opening the driver side door and going around to the backseat.

As he opened the door, Meredith started to scream at him violently, "Derek, you asshole! Just let me leave! Leave me the fuck alone! Oh shit… I think I'm going to be-"she began to heave, and Derek helped her out of the car and onto the asphalt were they both knelt waiting for her to stop. "Sick," She finished lifting herself off the ground. "For God's sake, Derek, I said let go of me!" She pulled herself away and began to run, but he grabbed her arm.

"Meredith, I just want to take you home. You don't even have to talk to me. You just can't drive home while you're like this."

"No." She sobbed.

"Why won't you just let me help you?"

"Because it's too hard."

"Too hard?"

"To let you back in. To be near you, really," Meredith sat on the curb next to the car, and he lowered himself to sit next to her. She turned to face him, and he took her hand in his, but she quickly pulled away. "Derek, you have a wife, a wife that you told me you want to work things out with. I was in love with you, Derek, and to be perfectly honest, I think I still am. But that wife, that wife you promised to spend the rest of your life with, is who you love. It's who you should be with. So stop, Derek. Stop staring at me like you used to. Stop making me feel like this."

Derek put his arm around her, and she began to inch away, "Stop, Meredith. Just let me talk to you- as a friend." She turned to face him, and he continued, "It's been hard for me too, Meredith. I was beginning to fall in love with you, but Addison…she's my wife. She's the woman I vowed to spend the rest of my life with, and I have to at least try to work things out with her."

She pulled away, "You're not telling me anything I don't already know."

"Then let me tell you this. I think we can work this out. I think we will still be able to be friends."

"I don't think so, Derek." She stood up and started heading towards the passenger side door, "Just take me home. You have a wife who's probably waiting for you, anyway."

As the door to the driver side slammed shut, Meredith quickly turned to face Derek. He gave her a slight pat on the shoulder before starting the car and pulling out of the parking lot. She knew how hard he was trying to be there for her, but it was only making things worse. All Derek was doing was making the void he left in her heart ache for him even more.