Title: Time, Time Ticking on Me

Characters/Pairings: Mark/Lexie, with some McStizzie undertones and mentions.

Rating: M

Spoilers: None. This is AU from the end of Season Four.

Disclaimer: I don't own it. The characters belong to Shonda and ABC. This fic is for entertainment purposes only.

A/N: Okay, so this fic is an AU re-imagining of Mark and Lexie. I have had this idea for a while, but had no idea how to write it. This will be a multi-chapter fic. Most questions will be answered as the fic goes on, but I need to clarify that I am completely ignoring the travesty of a season finale that aired last night. Izzie does not have cancer…and George is fine. The first couple episodes of Season Five did happen…with some minor adjustments. Anywho, I hope you enjoy this!

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Chapter One - Look To the Clock on the Wall

There was never enough alcohol in the bottom of the glass. After two hours of steady drinking, Mark Sloan had come to the conclusion that as miserable as he was, even a steady stream of liquor wasn't going to cure it.

And he was. Miserable, that is.

Mark had lived through some pretty shitty things in his life, but he couldn't remember any of them coming close to this. His parents had basically abandoned him to the care of his nannies. He had lost two of his best friends in a single night. And he had fallen in love with a woman who could not, or would not, love him back. But his parents, Addison, Derek…none of that could even touch the misery that he was feeling now.

She was married. Fucking married.

How could this have happened?

One minute they were laughing together, the next minute she was telling him that he had to forget the best night of his life. God, and the way that she had looked at him…like he was a fucking robot or something. Mark had known that the rumors about him were bad, but he had never thought that they were that bad.

Never thought that they were bad enough for her to look at him like that.

The irony of the whole situation was that he had thought she was different. She the first woman who had ever stood up to him. It made him smile to think back to that first time he had ever really noticed her when she had refused to get his cappuccino. She had been amazing, her eyes sparkling like hardened gems. He had to clench his fists to stop himself from smoothing the hair from her face.

Mark put his head into his hands. How could she do this to him? Didn't she know how he felt about her? Didn't she know that he was madly in love with her? It wasn't like he let anyone scrub in on his surgeries. It wasn't like he made jokes with the residents and interns on a daily basis…well, accept one. But he had always treated her differently.

But she didn't see any of it.

All she could see was Alex Karev and his cocky attitude. Mark knew men like Alex; they were the ones who had something broken inside them that needed to be fixed. And she had honed in on that like a beacon. From almost the first moment she had been at Seattle Grace, she and Alex had been dancing around each other.

But Mark thought things had changed. He thought when Jane Doe had returned that she had finally wised up and let him go. Or maybe he had just let himself believe that because he had fallen irrevocably in love with her and didn't know how to extricate himself from it.

Watching her though…watching her get married had been the hardest thing he had ever done. He had tightened his jaw and clenched his fists, but there had still been a part of him that wanted to run screaming from the church. Or maybe breakdown crying, but he would never admit to that.

Mark knew that this was the way it was supposed to be. Perhaps that was the saddest part. He was madly in love for the first time in his entire life…and she had married someone else. It was almost funny if you considered the real irony of the situation. He had fooled himself into believing that he loved Addison, and then destroyed Derek's marriage on that belief. Now, he really was truly and deeply in love…but this was one marriage he refused to destroy.

He cared about her too much to do that.

Lord, this was so fucking perfect. He developed a conscience at the most inconvenient time.

How the hell had this happened to him?

"I thought I might find you here."

Mark swiveled on the stool to see Lexie standing behind him. He tried not to show any emotion on his face. "What are you doing here? Don't you have a reception to be at? Happily ever afters and all that bullshit?"

She shrugged. "I left."

"Are you allowed to do that?" Mark asked, wondering if his brain was muddled by the alcohol. "I am not to clear on wedding decorum, but I think all members of the wedding party are supposed to stay 'til the end."

Lexie sat down next to him, her poofy dress spilling over the stool, motioning towards the bartender. "Two shots of tequila, please."

"That's a grown up drink," Mark said with a sneer.

"Are you going to be an ass, or are you going to let me drink with you?" Lexie's voice was full of exacerbation. "Cause the way I see it, I am the only one here."

"I don't need anyone," Mark lied. "I can take care of myself, Little Grey."

"Sure you can," Lexie said. "That is why you were grinding your teeth all through the vows."

"I am surprised you noticed."

"You were sitting in the third pew, Mark," Lexie stated. "It wasn't that far from where I was standing."

"Still," Mark said, feeling guilty. "That is the last thing you should have been thinking about at that moment. Sorry if I distracted you."

She shrugged, her shoulders barely moving. "I didn't mind. It gave me something to focus on."

"You should have been focusing on the vows," Mark said.

Lexie smiled and shook her head. "It's not like it was my wedding or something. I was only a bridesmaid."

Mark wrapped his hand around his glass, wondering what kind of damage he could inflict if he squeezed a little harder and allowed the shards to penetrate his flesh. "No," He said, his voice hoarse. "It wasn't your wedding."

Lexie stole a look out of the corner of her eyes, watching him closely. The pain that was etched across his features was like a knife to her gut. Seeing him like this made her all the more aware of what it was she would never have. When she finally found her voice, she said, "It was Izzie's wedding."

"Yeah," Mark whispered. "It was Izzie's wedding."

It had been the wedding of Isobel Stevens to Alex Karev…and the worst hour of Mark's life.

They sat in silence for a while, and Lexie wondered if this was her lot in life. Would she always be in love with men that didn't, or couldn't, love her? Thinking back, she should have seen the signs early on. After her brief interlude with Alex, Lexie had latched onto George and when things hadn't happened with him…she turned to Mark. It made her smile now to think of the origins of their odd friendship.

She had been sitting at Joe's one night, she recited the periodic table, and the rest was history. They had become friends. Lexie could remember, like it was yesterday, the relief she had felt at being friends with Mark. She could say anything to him, and he seemed to take it in stride. When she had come crying to him when she had realized it was never going to happen with George, he had held her and told her over and over how O'Malley was an idiot. And how she was so much better than him.

Lexie had even started to believe him.

So they would meet for drinks, and laugh. He would take her to dinner and to movies, acting like she was the friend he had always been waiting for. Without the complication of feelings on his side, he seemed to have no problem taking her under his wing. Derek's Little-Sister-in-Training he had called her, which he later shortened to Little Grey. He seemed to think that she gave the best advice, and he would listen raptly when she had tried to tell him things, as if she were the smartest person he knew.

It was no wonder that she had started to think it was more between them.

Only later did she realize that he only listened to her because she was like her…Lexie was like Izzie.

But then there had been the night she wished she could forget. The single most embarrassing moment of her entire life. Lexie, convinced that the friendship he showed her was code for something more, had gone to his hotel room and begun to strip. Teach me, she had said. She said it over and over, all the while pulling off her clothes.

But he had turned her down.

After she had put her clothes back on, Mark had sat her down and told her that he couldn't do this to her. Not to her, not to his friend. He then told her his greatest secret, one that not even Derek or Callie knew.

He was in love with Izzie Stevens.

Lexie had wanted to curl into the floor and die, but Mark's kind words had prevented her from doing that. He had gently told her how he loved Izzie, how he had from the first moment he met her, and that he could never sleep with Lexie because he respected her too much for that. Because she was his friend.

And people said Mark Sloan had no feelings.

He had told her all about how he felt for Izzie, and how they had spent one night together two months before… how she had then gone back to Alex and forgotten all about him.

He had been sweet, trying to make the fact that she had thrown herself at him his fault, instead of hers.

Lexie had wanted to avoid Mark after that, but he made it impossible. He simply refused to lose her as a friend and had annoyed her until she relented. Lexie had played it off like she was lonely and wanted sex, and Mark seemed to accept that at face value, but she knew the truth.

She was in irrevocably in love with Mark Sloan.

It had started slow, as friendship, but it had grown and grown until she wondered if she even had space for any other emotion. But she wasn't pathetic like with George, oh no. With Mark it was utterly different. Perhaps it was because he respected her and listened to her ideas, or perhaps it was because he was her teacher as well has her friend. She liked that she could tell him anything, and he liked that he could sleep with random women and she wouldn't judge him. It was an odd friendship, but it worked for them.

But then she had started to love him. It made everything so much more complicated. Though she dared any woman to have Mark Sloan look at them and tell them that they were far too special to waste on a guy like George O'Malley and not fall madly in love with him. It simply wasn't possible.

And most of the time she was able to hide how she felt about him. Most of the time she was able to push it into the furthest corner of her mind and tell herself that it didn't exist. Most of the time she could pretend.

But for some reason she couldn't pretend tonight.

"You know what you need?" Lexie asked, after she downed her second shot.

"What?" Mark asked blearily, his eyes beginning to close.

"Sex," Lexie stated confidently.

Mark laughed, but it was a hollow, ugly sound. "Lex, I am hardly in the frame of mind to fuck some random woman tonight. I don't think I could be charming right now if my life depended on it." Mark sat up, telling himself that he was getting to be pathetic.

"That is why I have the perfect solution," Lexie stated with confidence. "A way for you to forget your problems for the night, and get Isobel Stevens out of your mind."

"Karev," Mark muttered.


"Isobel Karev," Mark said. "She is taking his name."

"See?" Lexie said, gesturing with her hand. "This isn't healthy. You need to forget about her for one evening. And tonight is definitely a night you should forget."

"Maybe," Mark said, quirking the corner of his mouth as he looked down into his scotch.

"I am right, trust me on this," Lexie said.

"I guess," Mark replied.

"Glad you agree," Lexie said. She then took a deep breath and forced herself to continue. This was her one chance. Just say it, Lexie. "That is why I think we should have sex."

Mark's head snapped up, and he looked at her in shock. "What?"

"Sex," Lexie stated. "You and me. I think we should have it."

"Umm, Lex… I really don't think that is the best idea," Mark said. "First of all, you are my friend and I don't want to ruin that. Secondly, Derek still thinks that I am going to break you even though I told him we are just friends. Third, I really am not in a good place at the moment…" Mark trialed off. "It wouldn't be…good."

Lexie rolled her eyes. "I am capable of taking care of myself, Mark…and that applies to all three objections."

Mark thought his eyes might bug out of his head. He couldn't believe he was having this conversation with his best friend. He cleared his throat. "Lexie, I know you are trying to make me feel better…"

"Mark," Lexie said, using a tone of voice that he had never heard before. He lifted his eyes and saw the smoky quality her eyes had taken on. Looking at the way her pupils had swallowed her irises caused his stomach to clench in a surprising way.

She continued, "You are my friend, and you need me tonight. Let me do this for you."

Mark felt his jaw slide open, and before he knew it, Lexie was pressed up against him and pressing a fervent kiss to his mouth. He wanted to resist at first, to give her one last chance to back out of this plan, but the way her lips moved against his caused him to respond without thinking. His fingers moved through her hair, as he pulled her face against his, tilting her head for a better angle.

When he started to respond, Lexie felt the most divine relief surge through her veins. For one horrible moment, Lexie thought he was going to refuse her, to push her away again. But he wasn't. His lips were moving against her own, and when his tongue finally brushed hers, Lexie let out a moan of pleasure.

It was hot and dark, all the things she had always imagined. He tasted like scotch and something else…something so uniquely him that it almost took her breath away.

He pulled back and Lexie noticed that his eyes had taken on a drugged quality. "Let's go back to your room," Lexie said, before he could speak. She didn't want to give him a chance to say no.

Mark nodded, and quickly tossed two twenties on the counter.

As he tugged her from the bar, Lexie pushed all of her wild thoughts away. Yes, she would regret this later. Yes, this would change their friendship. Yes, she was going to get her heart broken when he looked at her in the morning and told her it was a mistake. All of that was true.

But at this moment…all she could think about was that she was finally going to get her chance to go to bed with the man that she loved.

She was going to get one night.

And all the feelings and complications that arose because of it…well, she would deal with that later. Mark didn't need to know how deeply she loved him, and he never would.

He never would because she was going to take this one night and make it last for a lifetime.

Mark might love Izzie, but tonight…he was hers.

For just one night, he would be in her arms.

And that would have to be enough.

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