A/N: I've always enjoyed the scenes between Mark and Derek, besides ML and MerDer, I think their friendship is my favorite relationship in the show and I've always thought there were more than a few similarities between the MerDer and ML relationship (though that might have been my way to console myself whenever I despair of ML ever getting back together). So, this is my version of what I'd like to see happen in the upcoming Mark/Derek conversation.

Disclaimer: Nope, not mine


"You look like hell," Derek said as he glanced up to Mark when the plastic surgeon leaned on the counter next to him.

"I didn't get much sleep last night," Mark grunted before taking a long sip of his coffee.

"Umm," Derek said, smirking. "Had a lot fun, did you?"

"Not at all," Mark shook his head. He rubbed his hand over his face and then his neck. "Believe me, it wasn't fun at all." He finished his coffee, put it down, crossed his arms, re-crossed them. He didn't remember ever being this fidgety. "Can we talk?" He asked at last.

"Isn't talking what we're doing right now?" Derek smirked but continued to write on his charts.

"Derek," Mark said and there was something in his tone that had the neurosurgeon look up. After a careful study of his best friend's face, Derek lost the smirk and nodded his head.

"Yeah, okay," Derek handed the chart to the nurse on the duty before he turned and led Mark away. They were silent until they reached Derek office. "So, what's up?" Derek asked as he leaned on his desk. When Mark opened and closed his mouth without saying anything, rubbed his neck yet again, pushed his fists into the pockets of his labcoat, paced back and forth and then stopped in front of Derek with a completely bewildered look on his face, Derek nodded. "Ah, I see. She finally told you."

"What?" Mark asked. "What do you mean she finally … You knew!" he pointed a finger at Derek. "You knew she's still in love with me and you didn't tell me?"

"It wasn't my place to say anything," Derek shrugged.

"It wasn't your place …" Mark repeated. "You knew I … I still have feelings for her. How could you not say anything?"

"I didn't know that you still … had feelings for her," Derek said, imitating Mark's pause perfectly.

"That is bullshit, Sheppard," Mark denied hotly. "You knew," he insisted.

"How could I have known?" Derek asked reasonably. "You never said anything. We've never even talked about Lexie and your relationship with her."

"Please, Derek," Mark rolled his eyes before dropping down onto the visitor's chair. "You had to have known. You know me better than anyone; if anyone knew, you did." Mark held Derek's eyes until the other man sighed.

"Okay, okay," Derek held his hands up, walked behind his desk and sat down on his chair. "Maybe I thought you still had feelings for her. It still wasn't my place to say anything. She came to me as her big brother and asked for advice; it was confidential."

"So, you're telling me you didn't tell her anything about me?" Mark wanted to know.

"Well," Derek said, twisting this chair to and fro. "I might have implied that the only reason you were considering moving in with Julia was because you didn't think you still had a shot with her."

"Great, just great," Mark shot his hands in the air and then got up from the chair to stalk towards the door and back. "So, you told her to what? Come to me and tell me how she felt?"

"No, I didn't," Derek denied. "I only told her to be sure she really wanted you and not just because someone else had you. Well, that and things like 'it'll be fine." He paused but then, because this was Mark and with a few notable exceptions, they didn't really lie to each other, he added, "I might have also told her Julia wanted to have your baby."

"No, you didn't," Mark closed his eyes and dropped his head forward. "No, you didn't," he repeated very slowly, shaking his head. He dropped down onto the chair again and let his head fall back, "This is just perfect. Perfect. Is that why she chose last night to give me her little speech?"

"I don't really think that's why," Derek answered but Mark didn't seem to be listening. He waited a while and when Mark didn't say anything else he asked, "Just why are we here, Mark? What did you want?"

"I want you to tell me what to do," Mark raised his head to look at him. "I need you to tell me what to do."

"Tell you what to do about what?" Derek asked.

"What do you mean about what?" Mark asked, exasperated. "About Lexie telling me she still loves me and Julia saying she wants my baby. I need you to tell me what to do about them – about this whole situation," he added, waving his hand around.

"Ah," Derek said and nodded again. He laid his hands over his stomach and reclined on his chair. "You know that you never once asked me what to do when you were with Lexie."

"What does that have to do with anything?" Mark gave a one shoulder shrug to wave that away. "And that was just probably because you didn't know we were going out for the first part of our relationship. And when you did find out, you freaked out and tried to beat me up," Mark added with a smirk.

"I did not freak out," Derek denied. "I was understandably upset because you'd done the one thing I asked you not to do. And I did beat you up."

"You did not beat me up," Mark contested. "You were stressed and needed some release so I let you get in some punches. But you did not beat me up."

"You're delusion," Derek argued. "I did beat you up. You want to call Meredith and asked her?"

"Meredith is your wife," Mark pointed out. "Of course she's going to agree with you to save your manly pride."

"You just don't want to hear the truth," Derek replied, grinning.

"Maybe if I had come to you for advice," Mark said, abruptly serious once more, "then I wouldn't have messed up the relationship so bad we ended up breaking up."

"You didn't mess up the relationship by yourself, Mark," Derek said. "It takes two to make a relationship work or fail. But regardless," Derek continued, "I don't know that anything would have been different even if you had come to me for advice."

"Maybe not," Mark shrugged but Derek could see his nonchalant attitude wasn't real. "But that's in the past, I need help with now. I need you to tell me what I should do about what Lexie told me last night."

"Just what did Lexie tell you last night?" Derek asked, curiously.

"She said," Mark began and Derek noticed that his voice automatically softened as it usually did when he talked about Lexie, "she said that she … she loved me – she repeated it a few times, and how she'd tried to not say it, ignore it and pushed it away." He paused and, though Derek didn't know it, made the same face he'd made the night before when Lexie started to talk about Avery. "Then she started to talk about Jackson's virtues – how he was gorgeous and younger than me and didn't have grandkid or new babies … when she started on that I was sure I was getting a new verse of the same old 'I love you but I don't want to love you and we can't be together because we're at different places in our lives' song. I'm very, very tired of that song; I've heard it one too many times."

"But I'm guessing that's not what you got, after all," Derek said with a small smile.

"No," Mark shook his head and his smile was soft and a little dreamy, "No, she went on to say that it would never have worked out because she was in love with me, that I was in her like I was a disease and she'd been infected by Mark Sloan."

"That's," Derek's lips twitched at the imaginary, "a very colorful and slightly gross analogy."

"Maybe but it worked at the time," Mark said with a lopsided grin. "She also said that she … she just couldn't think about anything or anybody else, that she couldn't sleep, or breathe, or eat - that she loves me all the time, every minute of every day and that it felt good just to finally say it. You know," he said softly, staring sightlessly straight ahead, "I once told Callie that I wish I was all someone thought of. And for it to have it be Lexie …" Mark swallowed hard as he trailed off. He shook his head and looked back at Derek, "How do I choose? I don't know how to … you have to help me choose."

"Choose?" Derek asked. "I don't think there's a choice to be made here, Mark. I really don't think you have to make any choice."

"What the hell do you mean I don't have a choice to make?" Mark demanded, sharply. "Of course I have to make a choice. I have to decide if I should stay with Julia, who's ready to move on to the next stage with me, who loves my kid and her moms and wants to have another kid with me, sooner rather than later or try again with Lexie who…"

"Is the only woman you've ever really been in love with?" Derek finished for him when Mark couldn't seem to find the words on his own.

"I don't know what to do," Mark said again and though he didn't answer in the affirmative, he didn't deny it, which said it all.

"Do you know why you never once came to me for advice when you were with Lexie?" Derek asked, going back to his earlier point.

"What does that have to …" Mark started to ask but Derek put up his hand to stop him.

"Just go with me on this, okay?" he said. When Mark just huffed and shook his head in exasperation, Derek leaned forward and placed his forearms on the edge of his desk. "I'll tell you why never came to me back then: because when you were with Lexie you didn't need or want my advice. You were sure of what you wanted and why you wanted it; it wasn't about doing what you thought you should do or whether it was the right thing to do or not." He paused to give Mark a minute to consider that before he continued, "You're not the kind of man who cares about what anyone thinks, Mark; you do what you think is right and to hell with everyone else. You've very rarely asked anyone's advice and even more rarely heeded it when it was given. And you already know what you want to do. So, why do you keep coming to me for advice on this?"

"Because look where that old 'I don't care what anyone thinks' attitude got me," Mark answered.

"It got you to the top of your profession," Derek replied. "You're the best plastic surgeon in the West Coast, one of the best in the country …"

"That's my professional life," Mark waved that off; "I'm not asking you for medical advice. I know what to do when I'm in the O.R. I'm asking what to do about Lexie and Julia. I need you to help me decide how to choose."

"But why do you have to choose?" Derek insisted. "From what you said, I don't think Lexie asked you to choose. I think she just needed to tell you how she felt so that she could unburden herself. She probably just wanted to let you know how she felt but I don't know that she was expecting you to do anything about it." She might want him to, but Derek honestly didn't know that she was expecting it.

"Derek," Mark growled impatiently and Derek sighed and nodded.

"Ok, so, let's try it a different way," Derek suggested, because it was clear Mark wasn't getting is point. "What if it was the other way around?" When Mark looked confused, Derek explained, "What if Julia was the ex and Lexie the current girlfriend and Julia came to you and told you that she still loved you. What would you do? Would you be here agonizing about whether you should stay with Lexie or if you should try again with Julia or would you be looking for a way to let her down easy or how to ignore the whole thing?" When Mark just looked helplessly at Derek nodded and said, "That kind of says it all, doesn't it? You don't have to choose between them; you want to have to choose so that you can not choose your girlfriend. You're not here for my advice, Mark; you're here for my approval of what you know you want to do. You're here because you want me to tell you that it's okay to dump Julia and get back together with Lexie."

"But we didn't work," Mark said after a few moment's silence; tacitly agreeing with everything Derek had said. "It got all messed up and we broke up – twice. I had to let her go; I had to see her walk away twice." He got so worked up that he pushed up from the chair and prowled around the room. "I loved her and at first it was easy and wonderful but then it got so complicated and hard and we fell apart and … and we," he hesitated because it wasn't in his nature to talk about these things but if he couldn't talk about it with his best friend, the man who knew where all his crap was buried because he'd been there for all of it and had even helped buried some of it, who could he talk about it with? "We hurt each other – badly … apart from waiting to see if Sophia would make it, I've never hurt that much before or since. And I just …" he stopped moving and rubbed the back of his neck. "I don't know if I can go through all that again. I don't know that I could get over her walking away a third time. And what if she still thinks we're at different places in our lives? What if we still want different things? I want Sophia to have siblings; I want to have a family. And Julia's offering me all that but Lexie … I don't know what she wants; I don't know how things will go with her – if they'll work out this time. And I … I mean, is it worth it? Is the possibility that it might work out worth risking all the pain if it doesn't?"

Derek stared at Mark for a long while before he nodded once more and sat up straight.

"You know that it took a long time for Meredith and me to get our act together, right?" he finally said. "It took years before we finally got it right; years of ups and down, fighting, false starts and break ups … of secrets, misunderstandings and outright lies, of being with other people, thinking we could make it work when we couldn't. It took years, Mark; years before we got over ourselves, forgot our petty and not so petty differences, our fears and our baggage and finally admitted to ourselves and each other what we should have known all along: we love each other and we just do better together than we do apart. It was years before we both believed that we could be extraordinary together rather than ordinary apart," he smiled as he repeated what Meredith had told him. "And no, it wasn't easy; it's not easy and we've hurt each other more than once and sometimes walking away seems easier. When that whole fiasco with the medical trial happened, don't you think part of me wanted to walk? That it wouldn't have been easier to just throw my hands up, give up and walk away because things got a little too complicated and hard?"

"I wondered why you didn't," Mark commented, distracted enough by Derek's explanation of his and Meredith's relationship to, for a moment, forget about his troubles.

"I didn't because I love her and we made promises," Derek answered Mark's implied questions, "Because we vowed that we'd love each other even when we hated each other and because I remembered that however messy, difficult or painful things get, it's still better to be together because they'd only be messier, more difficult and more painful if we are apart. And I know that sooner or later one or both of us will once more do something to piss off or hurt the other one but, hopefully, we'll still remember why it's better to stay together and we'll stick it out and work our way through it." He paused and leaned back on his chair before he continued, "You asked if it's worth it. As difficult and as painful as it's been at times and as difficult and painful as it may get, it is definitely worth it – because what we have now is better than I'd dreamed. And to have it and to keep it, I'd do it all over again without changing a thing. No, it's not easy," he repeated, leaning forward and looking Mark straight in the eyes, "Nothing worth having in life should be easy – and that includes relationships. And, I think, the most important relationships, the ones with the people we love the most, those should be hardest because they're the most important. But whatever you go through, if at the end of the day you have that one person that makes life just a little easier, that one person that can make you smile at the worst of times, the one you want to share everything with, the one that drives you crazy even as she gives you peace, if you get to go to bed with that person every night and wake up next to them every morning, then you can count yourself lucky and, believe me, whatever hell you have to go through to get her, it's more than worth it."

"So, you're telling me I should choose Lexie?" Mark said after a moment of silence.

"Oh, no," Derek grinned. "I'm not telling you what to do – not at all. This is your decision; only you can make it, only you know what's right for you. Besides, I know you know what it is that you want and should do."

"But I want a family, Shep," Mark said out once more after another momentary pause. "Julia's offering the family I always wanted. What if Lexie doesn't want one? What if I break up with Julia and Lexie doesn't want a family? Or worse, what happens if things don't work out with Lexie? Then I end up alone: no Lexie, no Julia, no family – I end up with nothing."

"First, you already have a daughter," Derek pointed out. "And you have good friends, so you won't end up alone and with nothing. Second, no, you don't know whether things will work out with Lexie, then again, you don't know that things would work out with Julia, either - things not working out is a risk you run in every relationship. And finally, the only way you'll know for sure what Lexie wants is to talk to her. If she doesn't want a family or if she's not ready for one right now then I guess you'll have to decide what you really want more: an idealized version of your future, regardless of whom you spend it with or spending that future with the person you're in love with, regardless of what shape it takes."

"You know, Sheppard," Mark sounded exasperated, "I came to you for help in figuring this thing out and instead all you've given me is more questions. I wanted answers, Derek; answers not more questions."

"Well, I'm sorry, Mark," Derek shook his head, smiling, "but I can't give you answers. You need to come up with them on your own. It's your life and your decision."

"Yeah, yeah," Mark dismissed those reasons. He narrowed his eyes as he looked at Derek, "I think you just don't want to be blame if whatever decision I make turns out to be wrong."

"Look it at this way," Derek said, grinning now, "if I can't take the blame then I also can't take the credit, can I?"

"You're pathetic," Mark said as he pushed up from the chair and made Derek chuckle, "you're pathetic and I'm a lesser man for knowing you."

"That's my line," Derek said, grinning. "You can't use my line."

"I just did," Mark said as he turned to leave the room. "You've been a great help, Shep. Thanks!" Derek kept grinning and shaking his head as he watched his best friend walk towards the door. When Mark reached for the door handle, Derek started speaking.

"I will tell you one more thing," he said and Mark turned around to look at him. "Choosing someone because she's easier, safer or because she looks perfect on paper rarely works out - especially if you know you're in love with someone else. We can't help who we love, Mark, we can't change it and we can't force it. When I tried … when I tried, I only ended up hurting Addison and Meredith and myself; it wasn't fair to anyone. Just whatever you decide to do, Mark," Derek said softly, looking Mark straight in the eye, "be sure it's what you really want and that it's something you not only want but will be happy to live with for the rest of your life."

Mark held Derek's eyes for a long moment before he nodded.

"Right," Mark sighed deeply. "I will … Derek, thanks." With one last nod, Mark opened the door and walked out. Derek watched him go, hoping he and Lexie finally figure out how to make things work between them.