A/N: Yay for new story! This is of course a MerDer story but it's AU.

Disclaimer: I don't own Grey's Anatomy. I wish I did. I'm just borrowing the characters!

***

Her green eyes met sharp blue ones. If it was possible, her heart skipped a beat. He was good looking in a way that she thought was impossible. If she was the kind of girl who believed in love at first sight, this would be it. He smiled. He smiled and he was looking directly at her. His smile was the kind of smile that made girls week in the knees. Dreamy.

As Derek Shepherd scanned his audience his eyes met two captivating green ones. She was staring directly into his eyes. He smiled at her. She smiled. She smiled at him. She sat in a huge lecture hall but no one else in the room mattered besides him. Not even her best friend, and person, Cristina who continuously poked her. But she wasn't about to tear her gaze away from his.

"Mer!" Cristina said in a loud whisper, clapping her hands in front of Meredith's face.

"What?" She asked breaking the magical gaze.

"What are you staring at? Or more, who are you staring at?" Cristina asked.

"Nothing…no one." She stammered.

"No one my ass." Cristina mumbled as the lecture started.

"Hello. I'm Dr. Derek Shepherd, a resident at Mt. Sinai Hospital. And I will be boring you today." He started. Everyone laughed.

Derek Shepherd. Dr. Derek Shepherd. Meredith thought. Dr. Meredith Shepherd. She quickly pushed that thought out of her head. She was Meredith Grey, a sophomore in college. She didn't think about boys like that. Especially full-fledged residents! She saw guys and she screwed them. That was it. Ever. Anyways, she thought he probably has a girlfriend or a wife.

"Mer, how did you convince me to come to this neurology seminar with you? I hate the brain and nerves. Boring! Now, cardio, that's where the gods are" Cristina hissed pulling her out of her trance. "And you're not even listening!"

"I am listening." Meredith lied.

"Sure. I think you're just fantasizing about the man candy talking." Cristina laughed quietly.

Meredith slapped Cristina's arm. "Shut up. Why the hell do I put up with you?" Cristina shrugged. The speech lasted about an hour. After Cristina shut up, Meredith spent the entire time staring at him, day dreaming about ripping the suit off his obviously chiseled chest and jumping him. After the speech and the crowd left Meredith walked up to the doctor and introduced herself. Cristina stayed back. "Hi um… Dr. Shepherd, my name is Meredith Grey…" She extended her hand to him.

Derek smiled and took her hand. "Grey, as in Ellis Grey?" He asked. He held her hand a little than you would a normal handshake. There was something about her that attracted him to her. He stared into her eyes, captivated by their beauty. He released her hand.

"Um, yes." She said interrupting his thoughts. I just wanted to tell you your speech was phenomenal and very helpful because I am very interested in surgery." This was true but she really just wanted to meet him in person.

"Thank you, call me Derek." He smiled a genuine smile. "If you need any assistance gimme a call." Derek handed her a card. He just wanted a reason to see her again.

"I will Derek." Meredith knew she would.

"Derek!" A brown haired woman called out. She ran towards him and kissed him square on the lips. Derek cringed a little when she did so.

"Hi Rose, this is Meredith, she's a pre-med student. Meredith, this is my… girlfriend, Rose." He said unenthusiastically. Why did Rose have to walk up then?

Of course he had a girlfriend. He was a hot, sexy, surgeon. Girls probably threw themselves all over him. Meredith thought. "Nice to meet you Rose." She fake smiled.

Rose just frowned and turned towards Derek. "Derek, we should go. You made reservations at six and it's five forty-five."

"Okay. Meredith, remember, call if you need help." Derek reminded her, hoping she'd call.

"I will. Bye Derek."

"Bye Meredith." Derek turned and walked away with Rose.

Meredith walked back to Cristina who had been standing watching the whole scene. "What was that?" Cristina asked as Meredith walked right past her. She followed waiting for a response.

"What was what?" Meredith asked a smile still plastered on her face.

"THAT! Like flirting with that really old resident."

Meredith was still in a daze. "Derek isn't old. And he's really hot and smart and-"

"Wait, Derek? He's Derek to you? You're Meredith Grey! You don't date. And anyways, wasn't that his girlfriend."

Meredith turned and stopped. She put her hands on Christina's shoulders. "Cristina, we're just going to have coffee and talk about medical stuff."

"Oh… sure." She said sarcastically.

***

Derek Shepherd was a faithful man. Derek Shepherd only thought about the woman he was dating. Who was this man taking over his mind? All this invader could think of was Meredith. Meredith Grey. And her naked, touching him.

"Derek? Earth to Derek! You in there?" Rose fake-knocked on his head and giggled a little.

He took her hand and put it on the table. "What?"

"You were zoning out."

"Sorry." He wasn't really sorry. He looked at rose and all he could see were Meredith's angelic features. Derek was still unsure of how he was so taken by this girl he had just met and who was so much younger than him.

"Okay, how was your speech?" Rose asked.

"You weren't there?" Derek asked shocked. Weren't girlfriends supposed to be supportive? He hadn't noticed here there but, truth be told he wasn't looking.

"God no." He was shocked. "I get enough of that medical mumbo jumbo from you on a daily. Why should I listen to a speech about it? I just came in at the end."

"Rose, you're my girlfriend. I came to that play you were in even though I'd heard you practice a billion times." Derek pointed out.

"Derek, what's wrong with you?"

"Nothing. Forget it. I'm just tired I guess." Derek tried to smile but it was difficult. He didn't really want to be on that date.

***

"Mer really, you have to stop moping around. He's taken." Christina took a swig of her beer. They were sitting in the Amsterdam Café between 119th and 120th street on Amsterdam Avenue.

"I'm not moping. I'm drinking tequila. I like tequila." She did a shot.

Just then a large man with very red hair came up behind Christina. He secured his arms around her waist. "Hey Chris." The man said.

Christina turned around. "Owen!" She kissed him on the lips. She was obviously a little tipsy.

"Hi Owen." Meredith said meekly.

"Hey Mer." He leaned over to kiss her on the cheek. In the time he and Christina had been dating they'd gotten friendly.

"Christina I'm going to get going. I'm kinda tired. Have a good time with Owen." Meredith got up and walked away. She couldn't help but be jealous of Christina's relationship. She'd been going out with an amazing guy for almost six months now. Meredith had had numerous one-night stands but no one special.

She made her way back to the apartment that she shared with Christina. Meredith pulled her keys out of her pocket, opened the door and went to her room. She threw her bag on the floor and flopped on to her bed. Derek's face ran through her head over and over. His number was burning a whole through her pocket. She wanted to call so badly. Meredith knew that he was older and that he had a girlfriend. The girlfriend was what was stopping her. Rose seemed like a nice girl and Derek seemed pretty happy with her. She didn't see them breaking up anytime soon. She buried her head in her pillow and tried to fall asleep. After much effort, she finally succeeded.

***

Derek brought Rose home after their date and kissed her on the cheek before turning away.

"You're not coming in?" She called to him.

"I'm tired. I'll call you later." He left the stoop of Rose's town house and walked to his car. He got in and drove away. Derek pulled his car into his apartment buildings garage on 70th street and Freedom Place. He trudged into the elevator and pressed twenty-four. The ride was short and he made his way down the hall to the two-bedroom apartment he shared with his best friend, Mark Sloan, another surgeon.

They'd been friends since kindergarten. When Derek had brought him home the first day of school and Mrs. Shepherd had realized that Mark's parents were horrible she pretty much adopted him. From high school through medical school he was known as a notorious man whore. In their intern year he met Addison Montgomery and they'd been together ever since.

"Hey man." Mark said from the black leather couch in their living room that rested against the wall.

"Hey." Derek responded distractedly. He walked straight into his room and shut the door. His briefcase was dropped on the floor and he flopped on to his bed. Meredith's face ran through his head like a beautiful whirlpool. He knew Rose wasn't right for him. He also knew that Meredith must have a boyfriend and that she was only a sophomore in college. Derek didn't care.

***

A/N: First chappie! I hope you enjoyed.