The room was dark, the lights off and she could barely make out the form laying on the bed. She probably would have missed it had she not been told by numerous people that they had seen him disappear into this on call room hours before. She had asked just about everyone and now she had finally found him and it was probably best to ignore the racing of her heart. This was Derek. She had no idea what was going on with him, no idea what had made him do anything he had done that day, but he was Derek, her Derek, the man she fell asleep with every night, the man she woke up with and found herself tangled with so she was pretty sure it was best to just forget about the heart racing as she moved the bed, wondering if he was sleeping when he didn't move at all as she approached.

"Derek?" she whispered, frowning at the lack of response as she felt her hands shake slightly. Today had been...a day. Or it had been a few days that had all blurred together. And now her boyfriend, her rock was hiding away in a dark on call room and not making a sound. She took a deep breath and hoped that he was sleeping and missed the fear that she was pretty sure dripped through the sound. She couldn't be afraid. Derek needed her, he needed a rock or something to make it better and she could be that person. She was pretty sure she had signed up to be that person when she had built a house out of candles so she could do this. She could be the person that helped someone else when they were falling apart, she could be the person that helped her usually amazingly strong boyfriend figure something out, whatever it was that he had to figure it. She loved him. She loved him.

"Der?" she murmured again, moving slightly from the bed to switch on the tiny lamp on the desk, trying to not suck in her breath as she took in her boyfriend laying on the bed. His eyes were open, staring at the bunk above him, not even moving with the intrusion of the soft light. She was pretty sure she had never seen him looking so...broken. "Derek?"

"Hey," he finally breathed, his voice a lot stronger than he looked like it should be, which was Derek. That was Derek.

"Hey," she murmured, moving to sit on the bed beside him, attempting a warm smile as she looked down at him. A dark bruise was forming around the eye that Mark's fist had made contact with, the eye that was now slightly swollen. Another bruise darkened his jaw, showing through despite his very obvious need for a shave. He looked tired, lines under his blood shot eyes and his usually perfect curls were beyond disheveled. She bent her head down and pressed her lips gently to his. "How's your face feeling?"

"Sore," he whispered. "And my hands..."

"They'll heal," Meredith breathed, her eyes drifting to his hands, his knuckles bruised from hitting Mark. She looked back up again, taking another deep breath as she tried to meet his eyes but he continued staring straight ahead. "Derek..."


Her name came out a whisper and Meredith stared at her boyfriend, not sure if she had ever heard the quiet undertone of desperation in his voice before. A tear escaped his eyes, racing down the side of his face as he sucked in a deep shaky breath. He was Derek, even if he was falling apart he was Derek, the man that had become her rock through everything and she just ...she had to remember that. She had to remember that this was Derek.

"What's going on with you, Der?" she whispered, her fingers going to play through his curls.


"Derek," she murmured. "You just beat up Mark."

"He...he...deserved it."

"Derek," Meredith said, hoping to god that she managed to make her voice the same way his mom had managed to sound, something between being firm and being gentle. "What's going on?"

"I don't know."

"Oh..." shebreathed, working her fingers through his curls. "You don't know."

"I don't," he whispered, making a small strangled sound as his entire body suddenly shook hard. "I don't know, I don't know what's going on, I don't...and I'm scared, Mer, god I'm scared. And I don't know."

"Okay, okay," Meredith murmured, running a hand along his hair. "Breathe, Derek. It's okay, we'll...we'll talk and it's okay, you just need to breathe."

"It'," he gasped shaking his head, and Meredith was pretty sure he was figthing back the urge to completely fall apart. Which would probably help. Meredith knew from experience that falling apart usually helped make something feel better.

"Der, it's okay," she whispered, grabbing for his hand with her free hand. "It's just me."

"You," he murmured. "You..."

"Just me. Talk. And breathe."

"'s all spinning, Mer," Derek finally breathed, as more tears ran from his eyes to his ears, following the paths made from earlier ones. "Everything's spinning and I can't hold on, I can't...and I don't know, I don't know and it won't stop spinning and I need it...I need it to stop. Mer, I don't know."

"I know you don't," Meredith whispered, twirling her fingers through his curls. "And it's okay, just talk. Just talk and we'll figure this out. What...what keeps spinning?"


"Okay that was...that was probably a stupid question," she frowned. "You just said everything and god, I suck at this. I don't...not rambling, not rambling. What...what's making it spin?"

"I...I don't know."

"You do, Der. Somewhere, need to just say it."

"I..." he took a deep shaky breath, more tears coming to his eyes. "I...I don't know how to do this, I'm...I'm tired of all the death, I'm tired of not saving people."

"You said that a few weeks ago," Meredith frowned. "I should have..."

"I just...people die, people keep dying and I'm tired of it. Jen...she called me Derek, she considered me a friend, she was having a baby. Jen should have lived. Jen deserved to live and I couldn't save her, I killed her. That...that was me, that was me that made that mistake that took her away and I don't...I can't live with that. Jen died and now I...I don't even's my fault that Jen died, she was just starting her life and..."


"The serial killer lived," he laughed harshly. "He got to live or at least I saved him but I couldn't save someone who deserved to live. Jen...Jen...and Archer, Archer is the world's biggest ass and I saved him. I save people that probably don't deserve saving. And I couldn't..."

"Der, people die," she breathed. "You can''s not your fault that Jen died."

"It is, it is," he gasped. "I...I kill people, I can't save people. I...I can't do this, I can't keep watching people and oh..."

"Derek, you need to breathe," she whispered firmly, moving her hand from his to rub his chest as she blinked back her own tears because she wasn't sure she had ever seen him like this. And for some reason she was pretty sure no one else had either. Derek was strong. Derek liked being strong and prided himself on being the one that people turned to but right now he was falling apart and even though she definitely hadn't known he had played guitar, she was pretty sure that she knew him well enough to know he didn't let himself fall apart like this. "Derek, just...deep breaths..."

"I...I keep failing," he murmured, a loud sob wracking through his body.

"Oh...Derek..." she breathed as another loud sob filled the room , causing her heart to clench in her chest as she watched her boyfriend begin to fall apart in front of her, making sounds she knew she had never heard him make before. She moved quickly but gently, lifting him off the bed to pull his shaking body to hers as he cried. She had no idea what she was supposed to do, she had no idea what she was supposed to say because Derek Shepherd was not supposed to be a man that fell apart. But he was. And she was pretty sure tha tholding him was the right thing to do, even as she felt the shoulder of her scrub shirt grow wet with his tears and his sobs filled the half lighted room, because if she was falling apart she was pretty sure she'd want to be in his arms. She'd want him to hold her and this...this felt right, she was pretty sure this was right. "It's okay...just cry..."

"Mer...Mer..." he whimpered.

"Right here," she murmured, rocking him gently. "I'm right here, relax. I'm right here."

"I...I..." he gasped, his body still shaking hard with his tears as he shifted in her arms, wrapping his arms around her to cling to her as his tears became harder and faster, his body trembling with the effort of letting it all go. "Mer..."

"Breathe, Derek, I need you to breathe..."


"Just breathe," Meredith sighed, running her hand up and down his back. "Deep long breaths, it helps, trust me, it helps."

"Hmmmm..." Derek breathed, following her instructions even though it still sounded strangled as his chest shook against hers and she was pretty sure the rest of his body had stopped shaking. "Mer, much's spinning. Everything's spinning and the only thing I can hold on to is you...I have you and that's ...god, I'm scared. I feel...out of control."

"And you hate not being in control," she murmured.

"Hmmm..." he nodded, hiccuping slightly. "I can't...I hate this. I hate feeling like this. I hate this and, I don't..."

"How long, Der? How long have you felt like this?"

"Since you drowned. Since I couldn't save you. Because're all I ever had and I couldn't..."

"Derek," Meredith breathed, tensining slightly in his arms. " can't...that was, you never...oh...oh..."

"It wasn't just that," Derek said quickly. "That was everything. Everything that's happened over the past year. You and your mom and Susan and all of that. And then Rose and the trial, all the people that's been everything."

"But it's's not all bad," Meredith murmured, attempting a smile as she laid him back down on the bed, watching as his hands still trembled. "I know, I know things have been piling and it's hell but you...we're together, we're together, Der. And things with us are...I think they're really good. I think we're going to make it this time and I love you. I love you. That's a good thing."

"That's what I'm holding onto," he breathed, shifting to cuddle into her. "Right now, you're the only thing that makes an iota of sense in my life."

"Oh..." she breathed, new tears pricking her eyes as she held him closely and smiled. "Why now, Derek? If everythings...why did this come now?"

"Seeing Addison and them...they, they brought me back down, they made me remember everything, who I used to be and who I am now and it...I don't know why now. Because I liked Jen, I really like Jen. And she was having a cute baby but you said ours would be cuter which was...god, I want that with you but then all my friends were here and it was like...Derek Shepherd welcome to your life or something and I don't even know what I saw. But I just...I'm not even sure i liked it. It was just..."

"Too much all at once?" she whispered.

"Hmmmm..." he nodded. "And Mark's screwing your little sister."

"That's why you kicked his ass," Meredith giggled slightly.

"I think I snapped."



"Maybe..." she took a deep breath, coming to the reason she had looked for him, or the reason beside the fact that she loved him and she didn't want him to be hurting and broken by himself and she was pretty sure she could be the rock for once. "Maybe you should take some time off."

"I...I don't want to take time off."

Meredith sighed because she knew that voice, it was the no arguing with Derek voice and she usually only heard it in surgery or when they were doing the groceries together. "Okay that...that was nice caring girlfriend approach because you should and...the Chief is ordering it. He sent me here to tell you..."

"He sent you here?"

"That..that definitely came out wrong,"s he frowned. "I was looking for you when he found me and he told me that when I found you to tell you, because I was looking for you, I figured you'd need me and the point is, he's making you take some time off."


"I think it would be good for you, Der," Meredith whispered. "As the concerned girlfriend that doesn' scared me today and not in the run away kind but in the I was going to lose you kind of way."

"I...I did?"

"And I'm not...don't look at me like that, I don't want you to feel guilty but...the week before the ferry boat accident, that kind of scared me and I know you didn't mean to..."

"I scared me too."

"I know," she murmured, pressing a light kiss to his lips. "Please, Derek. I know that you're not, I know that you wouldn't but you just need...I think you need to get your head back together. You need to break and I need you to breathe."

"Oh Mer..."

"And I...I was thinking I could get my friends to take my shifts this weekend country."

"Wine country?"

"Yeah," she smiled softly. "I mean, I know you have a lot going on in your head and it would be...time away from everything but us. Time to breathe and just be you again, or figure out who you ar or something. Just us. Us and wine and beds and walking and we can talk and do all of those things would be relaxing."

"I think that sounds good," he sighed, smiling a little. "I could use relaxing and time alone with you."

"We can do that. I have favours to call in."

"Good," he breathed. "Mer?"


"I think I'm burning out. I've much has happened in my life in the last few years with life and work and I think I'm burning out."

"I think you are too."

"I love you," he murmured. "It's sound cliched but right now, that's all I know. I love you."

"I love you too, Der."

"I'll take a few weeks off and we'll go to wine country," he breathed. "And I'll...god, Mer, I have no idea if I should still be a surgeon, if I still want to be a surgeon."

"You don't have to be."

"I just...don't know."

"You don't need to know everything right now, Der," she whispered. "We'll figure it out. You and me, we'll figure it out."

"Hmmm..." he breathed, snuggling back into her arms, his body relaxing into hers. "Can we stay like this for a bit?"

"As long as you want."

"It's not spinning, right now...nothing's spinning," he murmured, resting his head against her chest. " make it stop."

"Good," Meredith murmured. "You don't have to talk anymore right now."

"Hmmm..." he breathed. "Are still scared?"

"A little," she nodded, her fingers trailing along his scalp. "But...I'm here and Derek, you need to know I want to be here. Things are hard right now, and they're messy and I want to kill your old friends for making this happen but...I'm here. And I want to be here. I want to be here. In Seattle. With you. Figuring your head out or whatever."

"'re scared but you want to be here..."

"I want to be here."

"Good," he whimpered slightly. "I'm...I'm still scared but I want to be here too. My old friends, I think they made me figure out how much I want to be here."

"Even if you're heads a mess?"

"Yeah, even if my head's a mess."

"Hmmm..." she smiled, running a hand along his cheek. "Rest, Der. We can talk later."

"Okay...okay," he murmured. "Thank you."


"For loving me and I'm not...I'm not me or I am but...thank you for letting me fall apart and just be me for a bit."
"Oh," she giggled softly. "I love you."

"I love you too," he breathed, his voice sounding thready as his breathing slowed and his body relaxed further. Sleeping, he was sleeping. Which was probably good after the emotional break down he had had, and the days spent working with no real rest. Derek needed sleep, after everything Derek needed a little rest before they went home and talked some more. Because they could do this, they could talk through this, they could figure it out.

Meredith was pretty sure she had handled this right, she was pretty sure that she had been what Derek had needed, a rock or something.

Because now he was sleeping and the muscles that had felt tense were relaxed and she felt safe, in the soft light filling the room, her boyfriend sleeping on her chest, his arms entwined around her, she felt safe. She had been scared, been afraid that for some reason everything was about to go wrong but it hadn't. Derek was a mess. Derek was...she wasn't exactly sure but he was in her arms so it would be okay. They were going to wine country and it was going to be okay. Even if things were a mess right now, for some reason Meredith found herself believing that they were going to be okay.

She loved him. She loved the Derek that had had a guitar and sang cheesy crappy songs. She loved the Derek that wa her usual one, the one that was her rock. And she loved the one that slept in her arms right now, completely broken.

"Mer?" he suddenly groaned.

"I thought you were sleeping."

"Hmmmm...not yet," he murmured. " old friends, they were rude, really rude and I'm sorry. I'm sorry they treated you like that."

"Oh..." she smiled. "Okay."

"Hmmm..." he breathed, as his breathing slowed again and she was pretty sure he sunk further into her. She loved him. She loved this man, she was pretty sure she loved every side of this man, even if he was sobbing and he didn't know who he was or what was happening with him, she loved him. And she was pretty sure that that was what mattered right now. She loved him and somehow, even if they were both messes, they'd figure this one out together.

Our love's the only truth
That's why I run to you
This world keeps spinning faster
To a new disaster, so I run to you
I run to you, Baby
When it all starts coming undone
Baby, you're the only one I run to
I run to you

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