AN: The next chapter is STILL HERE is kicking my ass, so my solution was to write another oneshot...(don't worry, it doesn't make sense to me either). Parts of this story have been plaguing the back of my mind for sometime, so I decided to fit them into this situation. This is basically set later in the season than we are at (no spoilers though, cause I don't read them). Assume this is after they get back together (which is hopefully going to happen soon). I just don't want to write that, because I'm not overly happy with the way the show is taking it. Derek is not with Rose only because Meredith is afraid. And I have a feeling we're just headed back to a second Pick me, Choose me, Love me speech. (See, Mer has fought for their relationship...). Anyway, enough ranting...

Disclaimer: I am not affiliated with Grey's Anatomy.

When you met her, she was full of life. She was vibrant. Bossy. Exuberant. Her eyes sparkled and her lips curled up into a gentle smile oh so often. She was happy; apprehensive, a little insecure, but happy. Hopeful for the future. A force of nature. Unstoppable.

You don't know how long it's been since you saw that sparkle in her eyes. You see her smile relatively often; a supportive smile to a patient, a polite smile to a colleague, a small smile to one of her friends. You may not know her as well as you had once thought, but you know her enough to know that she doesn't smile anymore. Not really. She doesn't smile.

She's never been as happy as she deserves. But she's learned how to not stand out for it. She's learned to fit in. She knows the correct responses. She knows when to smile and when not to. She knows how to play the game.

But you know her.

And you know that lately, she hasn't been smiling. She's no longer full of life. She's not vibrant, not bossy, not hopeful. Her eyes have lost their sparkle, and no matter how many fake smiles she plasters on her face, nothing can pull your eyes from the dull stare behind her green irises.

She hasn't been happy.

And you know that much of what has happened to her has nothing to do with you. But you also know so much of it does. You've done things to her, said things to her, failed to show up. You've left her. You've been absent when she needed you the most.

You're reminded of the words spoken to you so many months ago. The words you only took seriously for a short number of hours. The words you pushed out of your mind for so long after. The words that were maybe, just maybe, exactly on the mark.

You're what happened to her.

No wonder she's so unfocused.

Oh, I understand. I understand perfectly. I've seen men like you before; threatened by a woman who's their equal. You just want someone to admire you. And you don't care about the damage you do to her along the way.

You had been shocked by her harsh words. Taken aback. And you had snapped at her as you flailed to push Ellis Grey's beliefs from your mind; struggled to protect yourself and your sense of self. You were so wrapped up in your own pain from that day that you didn't see what it had done to her until the next morning. And you hadn't realized the extent of the day's effect on heruntil you pulled her cold, lifeless body from Elliot Bay.

You had been absent, absorbed in your own pain, when she had needed you the most.

Ellis Grey was right. You happened to her. She was happy when you met her. She hasn't been happy lately. You've hurt her. You've lied to her. You've left her.

You've tried to forget her. You've tried to move on, to get away from her, to find happiness elsewhere. Twice since that fateful night at Joe's you've spent several months without her, trying to make it work with another woman. Twice you've failed.

You wonder why you didn't learn your lesson the first time. You're a smart man; a renown neurosurgeon. And yet, you still haven't discovered the trick to how to learn from your mistakes yet. You keep setting out to, but it hasn't happened yet.

Not yet.

But you're hopeful for the future. You're determined to learn from your mistakes. You're determined to make it work. Because you love her; and no matter what you do, you can't make that go away. You want her. And you want a lifetime with her.

Meredith Grey was wrong. You didn't just want it with someone. You want it with her. And maybe you needed to prove that to yourself once and for all. You want to marry her, to promise to love her forever and slip a ring onto her lithe finger in front of your families and friends. You want to build a house with her, a dream house, where you can start a family and build a home together. You want to see her as a mother. You want to be the father of her children. You want to grow old together. You want to die in her arms in seventy years. You want her, and only her.

Ellis Grey was right. You happened to her. You were threatened by her. You damaged her.

You weren't looking for someone to admire you, but you were looking for her to see you as perfect. You were trying to live up to your nickname. You were so afraid to let her in, to let her see the real you, that you shut her out. She never got to hear that you were afraid sometimes too. She never got to know that you were insecure as well; that trust was wasn't easy for you anymore. She never got to hear exactly how you felt about her until it was too late.

You were threatened by her. Not by her talent or aptitude for your shared field, but by her. She was stronger than any woman you'd ever known. She was strong and opinionated and not afraid of a challenge. She didn't care what anyone thought of her. She had gotten where she was on her own. And she didn't need anyone now. And maybe that was the crux of the matter. Maybe that was what threatened you the most. She had never needed you. She was stronger than you. And that had been a threat. Because you love her, and you need her. No matter what you do to forget, that knowledge is seared into your brain. She's stronger than you. And that scares you. And you've never really let her in. You've let her think she's the weak one. You've let her think she's the only one with issues, the only one with fears.

You approached her at Joe's for the second time, introduced yourself and told her you wanted her to know you. You asked for a second chance. But you didn't taken advantage of it. You didn't let her know the real you. You didn't let her in. And when your relationship fell apart for the second time, you blamed her.

You had damaged her along your way to try and find happiness. You had damaged her a lot. And it wasn't that you didn't care. It was that you were so wrapped up in protecting yourself that you hadn't realized what you were inflicting on her at the time. And you regretted it afterwards. But she would be okay. Because she was stronger than you.

And she could make it without you if she needed to. She had proved that more than once.

But you need her. And this time, you are determined to let her in. You're determined to let down your facade and show her the real you. She will be privy to your shortcomings, your insecurities, your fears. You don't need her to admire you anymore. And you'll stop being threatened by her and let her know how strong she is. You'll let her be confident in herself. And you'll let her support you when you need it. There will be no more hiding out in the trailer when things are hard for you. There will be no more failing to show up for either of you.

You love her and you need her and you are determined to make this work. You want a lifetime with her. You need a lifetime with her, because one day short of the rest of your life isn't long enough with her. You know what it's like to be without her. But you'll never know it again.

The previously still form before you shifts and you blink, your pupils focusing on the green irises staring back at you. And you wonder how long she's been awake. You feel like you haven't slept in months, but even now, with her finally back in your arms, sleep still doesn't come. You're too afraid she won't be there when you wake up.

"Hey," you say softly, pressing a soft kiss against her lips.

"Hey," she whispers in response.

"How long have you been awake?"

She shrugs awkwardly against the pillow. "Not long," is her simple answer. "You look lost," she prompts, not realizing how accurate her words are.

You laugh before you realize. She looks confused, but you shake your head before she can continue. "I am lost. No, I was lost," you correct yourself. "I was lost. I'm not anymore."

"Yeah?" She asks quietly, reaching for your hand to intertwine your fingers.

"Yeah," you confirm, savouring the feel of her hand in yours. You run your fingers along hers, imagining the day when there will be a ring there. Because you're determined to get there this time. You're not letting her go ever again.

She shifts and her free hand comes to rest along your jaw line. Her thumb moves back and forth along your cheek. She is savouring as well, re-familiarizing herself with your body. "What were you thinking about?"

Your first instinct is to say nothing. Or to say something light and distract her by pressing your lips to hers again. It's what you would have done a year ago. But you don't. Instead, you sigh and meet her eyes, revelling in the light that has somehow been reignited. "You," you answer simply. "I was thinking about you, and me, and how much I have to make up for."

Her thumb ceases its gentle ministrations. "Derek..."

You grab her hand and pull it from her jaw to your lips, kissing every digit. "We're not perfect," you finally say. "Neither one of us is perfect."

She doesn't respond, but her eyes tell you she agrees. She is waiting for you to continue. Your heart is pounding and you know it is because this is a first for you. You've never really let her see you vulnerable.

"You're not perfect," you continue, trying not to wince at how blatant that sounds. And you hope she will hear you out. "You have fears and insecurities, and you're...not perfect." You sigh, wishing you could better express yourself. "But you've been open about that from day one. You've been up front." You sigh again, only much heavier this time. "I haven't been open. I'm not perfect. I have fears and insecurities and a past as well. But I've never let you in."

She blinks twice. Her eyes as still trained on yours. Her lips are pressed together, pensive. "Okay."

You know she doesn't know how else to respond, but she is trying. She is listening, trying to hear your words, trying to understand. "I want to let you in," you press on before you lose your nerve. "I want you to know me. And I know I've said that before, but I mean it this time. I need you, Meredith. And I need you to know me, even if it's hard."

She nods. "Okay," she says again. Her eyes are urging you to continue. This is your third chance. And even though it is unspoken, you both know it is your last. This has to be the time that you make it work. You need to continue. You need to make a move to convince her just how committed you are.

"I'm sorry," you choke out. "I'm sorry for not letting you in. I just...I didn't want you to think I'm weak." You avoid her eyes.

Her hand returns to your cheek. You venture a glance at her face. Her expression is pensive and unsure. This is new territory for you both. You've never done this before. She's never comforted you. And you've never let her.

"I don't think you're weak, Derek," she whispers, trying to reassure you.

You scoff before you can help it. "I am weak," you claim. "I'm weak and I'm afraid and I run before you can run from me." It was a flaw he didn't like to acknowledge. But it was no secret to him that that was what he had done. Someone else had shown him more interest than Meredith had for a few days and he had jumped without stopping to think.

"Then stop running," she says firmly, her palm bending to grip to your face. "Because I'm not going anywhere. It is scary," she acknowledged, "but the flip side is worse."

You nod. You know exactly what she's saying. Being without her forever is a much scarier thought than being with her now.

"I'm weak too," she continues, but you shake your head, cutting her off.

"You're stronger than you think," you tell her. It's the first time you've told her this, and you can't help the way your heart constricts at the way her expression softens. She's needed to hear that from you for some time. "You're strong," you repeat, just to see her reaction once more. "And you deserve to be happy. You deserve someone who is going to fight for you."

She offers you a smile and your heart flutters. "That had better mean you're going to start fighting."

You swallow hard and nod. "It does. I love you, Meredith."

She hesitates for only a moment. "I love you too."

It feels like she's broken you down with those words. And it breaks you even more to know you broke her the last time she ventured to say them.

"I can't understand why," you whisper.

"Sometimes I can't either," she admits, and it hurts to hear it, but it's the truth and you both know that needs to be a part of this if you're going to work this time. "But you don't get all of the blame, Derek," she continues with determination in her voice that you haven't heard before. You know she's been going to therapy, but you haven't discussed it yet. You wonder how much of her behaviour now is a product of that, and how much is a product of finally being treated like she deserves. "As you said, neither one of us are perfect. We're both to blame."

"But you were the only one being open about it," you counter, unable to help the harshness of your tone. "That way we have a chance. I took away that chance."

She is silent, contemplative, her eyes flickering back and forth between yours. She is judging you, searching for a question that she probably has the answer to. Finally she speaks again. "You're not perfect," she acknowledges.

"No." You shake your head, ashamed.

"It still doesn't make everything that went wrong your fault."

"I know." And you do. "But I could have fought for you. I should have fought for you."

"You did." She refers to the events that led to this situation. The last days and weeks where you realized just how much of an idiot you were being, and just how many people you were hurting with your actions. And you had made moves to fix all that you had broke. And for some reason unbeknownst to you, she had taken you back. Again.

You scoff again. "In the twenty-fourth hour."

She shrugs. "No one's ever fought for me before. And it doesn't have to be the twenty-fourth hour. It can be the first minutes of the next day." She nods to emphasize her point. "We're starting over."

"We are." You squeeze her hand, still intertwined with yours.

"You're not perfect," she repeats. "But I can be there for you, Derek. I can do the supportive thing." She pauses and meets your eyes. "But I'm not perfect either. So, I'm going to need you to be there for me sometimes."

"I can do that," you sputter. "I want to do that. I want you to let me in. And I want to let you in. I want to stop running from you."

"I want to stop pushing you away."

You smile, and for the first time in months, it feels genuine. She returns the smile and your heart soars. "We're going to make this work," you whisper with a sudden burst of confidence.

"We are." She nods.

You are both silent for several moments, lost in each others eyes, before she breaks the silence.

"I'm scared of people leaving me," she says quietly. Her eyes well just a bit, but she doesn't cry.

"What are you doing?" You whisper.

She swallows. "I'm sharing; learning how to be open or whatever."

There is a hint of her old self in that sentence and you nod. "Okay."

She continues. "I feel like everyone who should have been there for me left. My dad. All of his family. My mom. Her family. When I was little, I did have aunts and uncles. But I never saw them again after we moved to Boston. My mother cut all ties, and they never made an effort to stay in touch. And my mother...she was never there anyway." She meets your eyes. "It scares me, how easily you could disappear. Burke and Cristina were supposed to get married, but he's gone."

You nod, accepting her statement, and fighting the urge to explain your actions over and over and over. You've explained them before. She knows the why. That's not what she's looking for now. "I'm sorry that scares you," you offer. "And I'm sorry I've contributed to that...twice." You sigh. "But I promise you that I will never leave you again. I know what it's like to be without you, Mer. And it sucks. I won't ever disappear." You squeeze her hand. "If you let me, I'll be the person who proves that not everyone leaves for good."

Her eyes well further, but still she does not cry. She is strong. "Okay." He voice is scratchy.

You swallow hard, knowing it's your turn to share something. "I'm terrified of being alone." You admit quietly, once again avoiding her eyes for several seconds. But when you venture your gaze back to hers, it's not awkward or uncomfortable or embarrassing like you've envisioned. It's intimate. And you're overwhelmed with relief. "Meeting you," you continue, "was the first time I can remember not feeling alone. And all I want is to be with you forever..." Your voice cracks, but you continue on, your confidence being fuelled solely by the look in her eyes. "That's all I want, Mer. But I was so afraid of not having you at all...and I didn't want to end up alone forever."

"Having someone is better than no one," she ventures quietly. "Even if it's not the right person."

You nod, and an understanding passes between you. You know she's referring to Finn. "I'm sorry," you whisper.

She shakes her head and her hand moves across your face to wipe the few tears that you have failed to hold at bay. "It's okay," she says quietly. "I wasn't...but it is now."

"I don't deserve you," you tell her.

"You can't think that way," she counters. "I spent too many months thinking that way, and not fighting."

You swallow hard. "I'm all about the fighting now."

She smiles. "Me too."

She drops her hand from your face and snuggles closer, her face tucking into the crook of your neck. You close your arms around her, holding her close; trying to belay to her just how much she is loved. For the first time in months you inhale a full breath of lavender, and not just a small, stolen whiff from afar. Because a whiff of her is never enough. You place a kiss on her head and close your eyes, finally allowing your mind to relax. You made the right decision to fight for her. And you're going to keep on fighting.

"We're going to be happy," you declare quietly.

She smiles against you. "I believe you."

You sigh in content, and welcome the sensation of sleep washing over you. Some time in the future you will be able to look back and know that Ellis Grey was right. You did happen to her. But you'll have happened to her in a good way. You'll improve her life.

And she'll improve yours.