A/N: I wrote this very long time ago, but never posted it here. It's a Derek/Callie one shot that takes place somewhere after 4.11. This was also my first time writing Derek and I'm not sure I got him right. Let me know what you think.

Hello hello
I'm at a place called Vertigo
It's everything I wish I didn't know
Except you give me something
I can feel, feel

"Really? Band?"

Derek nodded; slightly offended by the amused grin he was receiving. For some reason telling Callie Torres about his band geek past made him a little self conscious. Maybe it was because he suspected she'd been one of those rebellious Goth teens who would've teased him relentlessly had they known each other in high school. The black eyeliner and the leather jacket certainly made it seem like that's who she was. He watched her shake her head lightly as she chuckled before taking a sip from her glass. Her laughter was a bit insulting, but extremely contagious. He was kind of stunned that he found himself smiling; genuinely smiling, something he hadn't done in long while. It was then that he fully understood why Mark had befriended her.

"What were you like in high school?"

She pulled the drink from her mouth and was about to answer when Mark stomped his way back toward them, muttering incoherently.

"She wants me," he affirmed, settling himself on the stool between them. Derek sighed heavily and turned his head just in time to catch Callie's dramatic eye roll. He smirked at the look she gave him after realizing she'd been caught. They both snickered uncontrollably, not really knowing whether they were laughing at Mark's rejection, Callie's imitation of a deer in head lights, or just because they felt like it. Mark decided for them, he began alternating angry glares between the two until the mirth slowly died down.

"Okay Doctor Torres, you know about my afro and tuba days. It's your turn to share."

"He told you about the Hendrix hair?"

"Hendrix hair?"

"Jimi Hendrix, Derek swore when he styled his hair right it looked like Jimi Hendrix's."

"It did."

"Yeah, except that it didn't. Give it up man."

"It did," Derek mumbled to himself as he took hold of his scotch. Setting it back on the bar top, he looked toward Callie again, "you almost got out of sharing."

Callie took a second to think before responding.

"Did either of you ever know that girl, the one who was smart but never said anything, the one who always sat in the back and was labeled a weirdo?"

"Derek wouldn't know, he always parked himself right in front of the teacher's desk, which wouldn't have been a bad thing if our teacher hadn't been a seventy year old spinster who spat when she lectured. I on the other hand, sat in the back where I got the best view of…the classroom," he let out giving Callie a wink. "Smart weird girls in general aren't worth knowing and they're not worth trying to remember either. But Cindy Daniels, the head cheerleader," Mark rubbed his chin, while he smiled wickedly, "she is worth reminiscing about."

Derek saw the weak smile Callie sent his friend. Mark could never really put two and two together; Derek often wondered how he was able to get through medical school.

"Laura Murray."

Both Mark and Callie turned toward him with questioning looks.

"Laura Murray was smart, funny, a little weird and she sat in the back of the class. She also had the most beautiful set of blue eyes I think I've ever seen. She's worth remembering." He caught Callie's eyes before he continued, "the girl in the back of the class is definitely worth remembering."

She looked away, but he was still able to see the tiny smile that had formed on her lips. The rest of the night went on with the three reliving old memories, sharing more about their teen years than they had probably intended, each flabbergasted at how enjoyable it actually was.

*~*~*~*~*~

Callie had barely finished paying for her lunch when Mark called her to the table. She sauntered her way toward him, situating herself in the vacant seat between him and Derek. She wasn't even settled before Mark decided to ask the million dollar question.

"Do you think I'm a man of substance? Derek doesn't think so but as much as he wants to be, he's not a woman, so his opinion doesn't matter."

Had the question been asked months ago, she would have laughed in his face and quickly responded with a 'no', but that was before she had gotten to know him. She met Mark's expectant eyes and sighed. She was about to admit something she wasn't sure she was ready to.

"Yes, you are. A lot of people don't see it, but you are. Honestly you're the most decent guy I've met in a long time. It's not hard to fall in serious like with you."

It probably wasn't the most obvious confession, but she had finally said it. She only hoped that Mark would be able to figure it out without it having to be some huge declaration where she'd be forced to say, 'I want to be more than just your friend.' When his face lit up and he gave her the devilish grin she'd become quite fond of, she was almost convinced that he'd finally gotten it.

"Really," Mark said proudly. Callie rolled her eyes, but still couldn't help smiling. Mark's smile faded quickly after that and she wasn't sure she wanted to hear what he was planning on saying next. "Well then what the hell's Erica Hahn's problem? I'm grasping at straws with that woman."

Callie's food suddenly became the most interesting thing at the table; she began aimlessly shoving the croutons from her salad around the plate and shrugged in response to his rhetorical question. For the next several minutes she listened while he complained about the cardio surgeon's degrading remarks at his latest pick up line. Callie nearly jumped for joy when his pager went off and he left the table.

"You care about him too much."

"Huh?" His statement pulled her from her lonely trance.

"You're too nice to him; I think he likes the abuse." Apparently Shepherd had said it to be funny, but it just made her feel worse. She noticed him slouch after hearing no laughter in response.

"Mark, he doesn't see things, sometimes he never sees them. He's not very good with the obvious."

She wasn't quite sure what he was trying to say, if anything at all, but she knew he was right.

"Yeah."

Minutes passed where neither of them spoke, she sat poking at her untouched fruit bowl and he sat dancing his fingers along the edge of the table.

"You look like a dog person, I bet your last pet was a dog." Looking up she was met with his smiling face; she realized this was his attempt at avoiding awkwardness.

"No, I never had a dog. I had a ferret named Louie."

"A ferret? Really? Wow. The most exotic pet I owned was a hamster." When she chuckled, so did he. "My point exactly."

He then went into a detailed account of the time Fred, his pet hamster, slipped out of his cage and found his way into the Shepherds' girls' rooms. Midway through the captivating tale Callie's pager went off and for the first time she didn't want to respond. She was about to ask him to continue when the pager went off a second time. She gave him an apologetic look as she gathered her things. She didn't know why, but she felt the need to thank him.

"Thanks Doctor Shepherd."

"I think you know enough about my embarrassing life to call me Derek."

She nodded, pushing a pen into the pocket of her lab coat and smiled at him before turning away to leave.

"I'll finish the story another time. You'll want to hear the ending, it's good."

"Better than Fred burrowing himself in your sister's hair?"

"That's just the tip of the iceberg."

*~*~*~*~*~

Ceci's Café was a small family owned restaurant that Derek often found himself sitting in the corner booth of. He was usually alone because no one else really appreciated the place. The first and only time he took Mark there, he called it 'a dingy hole in the wall that served overpriced garbage.' He didn't like to invite Richard because every time he ordered a stack of pancakes he'd compare them to Adele's, which led to the depressing realization that he'd finally lost her and Derek had enough problems of his own without adding the Chief's to his list.

So there he was, alone, in the corner booth looking down at the blue prints to what should have been his happily ever after; blue prints to the life he wanted with the woman he loved. In those carefully constructed drawings were his dreams, they had always been the same, the only thing that ever changed was the woman. He didn't think he'd ever find someone that fit in the plan perfectly, Addison never did and neither did Meredith, he knew that, but it in no way stopped him from trying to cut them to the right shape.

"You look like you could use some company."

Derek nearly jumped out of his skin; he had been so wrapped up in his thoughts that he hadn't noticed Callie walk up to him. Regaining his composure he smiled and motioned for her to join him. She scooted into the booth, taking the place across from him. She glanced at the blue prints spread across the table and raised a curious eyebrow, but said nothing.

"I don't think I've ever seen you here before."

"This is my breakfast stop. I try to make my own waffles, but Leon's always come out better."

"You know the cook by name, you do come here often. So what brings you here at 6:30 in the morning?"

"Cristina and Meredith are having one of their therapy sessions at the apartment. I can only take so much of the mother and men issues. I have enough of my own."

Just as quickly as it came, their comfortable demeanor left the table. An awkward silence crept over them. Callie looked off in the distance, feeling guilty for unintentionally shifting the mood of the conversation. Derek stared out the window and back down at the design of his future home.

"This is supposed to be me. This is supposed to be me and Meredith," he pointed to an empty spot on the paper, "sitting on the porch looking over pictures of our grandchildren."

"What's there now?" she asked cautiously.

"Me," he sighed, "I told her I couldn't do it anymore, that I couldn't wait for her to trust me. But this," he said pointing to the same spot, "this is still just me, waiting."

"What if she's never ready?"

He'd never really thought that Meredith wouldn't be ready for the house and the kids and PTA meetings.

"She'll be ready, she has to be. She's supposed to grow old with me; we're supposed to be happy."

Callie nodded knowingly, "Right now, I'm supposed to be a mother, a mother with a husband and a house with a huge backyard. Just because we plan things a certain way doesn't mean they'll happen that way."

He shook his head, "No, you're wrong. My life is planned, I want the life I planned, I deserve it. If she's not ready, we'll work on that together."

Callie smiled thankfully at the waitress filling her cup with coffee. She took a drink before setting it back on the table.

"George wasn't ready. I wanted him to be. I convinced myself that he was, but he wasn't." After a long pause she continued, "He was in my plan too."

Derek gazed again through the glass window of the restaurant, paying close attention to the tiny droplets of rain that hit its surface, counting them as he did so.

"She's not ready," he said it more to himself than to Callie. He rolled up the blue prints, set them aside and refocused on the rain. He could have counted the droplets forever and Meredith still wouldn't want to be part of the dream, not unless it was altered. But the dream, it never changes; only the women do.

*~*~*~*~*~

"Explain to me again why someone with your kind of money would choose to sleep on a couch."

"Shut up Mark."

"I'm just saying, I have a bed built for two and I'm willing to share."

"How thoughtful," Callie said sarcastically as she rolled her eyes.

"That's me baby, always thinking of others. You should come over and inspect the bed for yourself."

Callie had a witty response on the tip of her tongue, but it was forgotten as soon as she heard a knock at the door. She smiled widely and graciously accepted Derek's kiss on the cheek when she answered it. She laughed as he carefully made his way to the dinner table, trying to make sure he left no evidence of his probably unwelcome presence.

"It's okay Cristina's not here, she's on-call tonight and she can't bitch about who I invite over, I pay half the rent for this place."

She watched the relief slide from his face before taking a seat next to Mark.

"This is strange."

"What's strange?"

"Last time I was sitting at this table, Meredith was sitting next to me, Burke had cooked dinner, and Cristina was at the counter."

"Oh God, please don't tell me this is going to be a Derek pity party. Really man, we don't need one of those," Mark groaned.

"We listen to yours all the time," he said defensively, "It's just strange, that's all."

"It is strange, but things change," Callie replied smiling.

"Things do change," he agreed with a tiny nod. "For the better."

Callie placed a glass of wine in front of him as she sat down.

"So what are you making that smells so good Iphigenia?"

"Ugh, don't call me that."

"Iphi-what?"

"Iphigenia."

"What's that some code word or something?"

"It's Callie's middle name."

"Really?" Mark asked amused. "Wait, how do you know this and I don't?"

"She likes me better," Derek retorted, smirking at Mark's scowl.

"No she doesn't."

"Um, yes I think she does."

"You're egotistical and boring; she doesn't like you."

"I'm not egotistical, I'm self assured and I'm not boring, I just enjoy routine. She likes me."

"No she doesn't."

"Yes she does."

Really they could go on like that for hours, Callie had seen it before. Every time they got into one of these arguments she wanted to strangle both of them.

"She is standing right here and right now she doesn't like either of you so drop it. Oh and if you guys mention my middle name to anyone bones will be broken."

"Whatever." Mark said crossing his arms over his chest, muttering something inaudible, while Derek grinned triumphantly at his ability to get in the last word.

The rest of the dinner went off without a hitch. Callie cleared the plates when Mark went to use the bathroom. Derek followed her to the sink grabbed a wash cloth and decided to help with some of the dishes.

"You like me better right?"

She couldn't help but laugh at the seriousness in his voice. His face, in combination with the question was adorable.

"Yeah." She answered happily and shook her head at his toothy smile. "But I think it's because you help with the dishes."

*~*~*~*~*~

"And you're a neurosurgeon." Callie mocked, quickly grabbing the game tweezers and easily retrieving the broken heart. She beamed at him, holding up the game piece proudly.

"That's not fair, I was…distracted." Callie had been so into the game that she failed to notice how much of her chest was exposed as she leaned across the table to reach the patient.

"What?" She lifted her head and followed his line of vision. She reached over, slugged him, and smiled smugly when he started rubbing his arm.

"Owe."

"You deserve it, now quiet I'm trying to concentrate."

He smiled as she bent forward, one hand glued to her chest keeping her top in place, the other carefully holding the tweezers. She was seconds away from successfully recovering the wishbone when the table suddenly jerked.

"Oops," Derek shrugged, smiling sheepishly at her.

"Oops," she inquired, placing both palms on the game table. With a stern look and a raised eyebrow, she reached over and ruffled his hair.

"Hey," he yelled playfully, trying to tame his dark locks with his fingers.

"Oops," she said smiling victoriously, still leaning over the table. What had gotten over him then, he'll never really know, but in the end it won't matter because they'll both be glad it happened.

Derek pulled Callie forward, crushing his lips to hers. Within seconds, Operation and its cards and game pieces were tossed carelessly onto the floor and Callie was seated on the table with Derek settled between her legs. One of his hands found its way into her dark silky hair as one of hers ran gently through his. Her other hand gripped his shoulder, while his gripped her waist. Her lips parted and their tongues engaged in a battle that neither was losing. Finally Callie pulled away needing air; Derek smiled at the sight of her swollen lips, muddled hair, and heaving chest.

Wordlessly he lifted her from the table and headed inside of the trailer, fully intending to deposit her on the bed, but only making it as far as the counter near the sink. She lifted her hips when he tugged at her jeans, and with one glance at her lace panties, red once again became his favorite color. She yanked off his shirt and he mimicked her actions. Running her hands along his muscular chest while looking into his soft eyes reminded her how much she loved things that were in the middle. They weren't too rough, but they weren't too gentle, they were actually just right. Running his hands along the sides of her body as he kissed her full lips reminded him how much he loved curves. They were dangerous to the point of exhilaration, they kept him on edge in the best possible way.

Minutes later he entered her and the world somehow stood still. Everything was forgotten, failed marriages, unrequited loves, planned futures. It was only them. When she moaned his name, he felt sated like he could die then and it wouldn't matter. When he groaned against her ear, she felt complete like she could sleep forever and it wouldn't matter.

Soon Derek built his house and Callie left Cristina's apartment. Derek found out the dream really never changes and Callie learned that things do change for the better. They found something they probably never wanted, but couldn't turn away once faced with it, each other.

.