Meredith was worried. She had spent most of her adult life trying to avoid becoming her mother. She had allowed herself to love, have a family, even to move on after the loss of her great love. Now, however, she felt that she was more like her mother than ever.

Her village, as she had called it, was gone. Maggie had moved out, Amelia was with Owen and didn't come home anymore, and Alex was gone. She relied heavily on the nanny and worked almost nonstop. She told herself that she was just doing her job, but the reality was much sadder. She was lonely. Everyone she had loved had moved on, or died. The pain never stopped. It was there from the time she woke up, on the rare occasion that she slept, until she went to bed. It was there, even in the laughter of her children, when she thought how much Derek would have loved to be here to hear them laugh.

Even in the operating room she wasn't free from the crushing sadness. She missed working with Jo. She had a never ending string of interns, but none showed any real promise.

Worse still, there was no outlet for her sadness. She refused to call Alex, who was still in the honeymoon phase of his marriage. As sad as she was, she refused to do anything to take even an ounce of his happiness away. She loved him too much to do that to him. Her sisters were happy, too, in their respective relationships, and she also wouldn't tell them for fear of taking from their happiness.

Cristina was in the midst of yet another clinical trial. She would take the time to talk to her, but Meredith couldn't bring herself to call.

She could talk to Richard, but she was not yet ready to hear his sage words, even though she knew they would probably help.

So, for now, she worked to cover the pain. But as it was with any crutch, she soon needed greater and greater quantities to meet the need. This is how she ended up here tonight, volunteering for an all-nighter, desperate for a break from the pain.

She was headed down the hall to grab a nap in an on call room. She entered the room and sat down on the bottom bunk, her shoulders hunched and her head in her hands. It was only in moments like this, when she knew she was alone, that she let the tears flow. As she sobbed, she didn't hear the door open and was surprised by the sensation of someone sitting beside her.

She jumped and wiped her face with the inside of her scrub top, facing away from the mystery person as she did so. After a moment, she turned to see who was in the room with her.

"DeLuca!"

"Sorry, Dr. Grey. I couldn't just leave you here like that."

"It's….okay," she said, hesitantly.

"Are you okay?" He asked, somewhat awkwardly. They weren't really friends, and she was his superior, but he had come to care for her in recent months. He'd been the recipient of her kindness a few times recently; first, when she allowed him to sleep on her couch when he had nowhere else to go; then when she recognized he needed help and recruited his sister; and most recently twice on the day of Jo and Alex's wedding – first when she gave him a pep talk when she saw how sad he was, and secondly when she forgave him for kissing her when he mistook her kindness as a seduction.

She nodded, looking down at her hands, and choked out her famous line, "I'm fine."

He could have just left her like that, but he was raised to be a gentleman. "With all due respect, Dr. Grey, I don't think you are. And I want to help. How can I help?"

She turned to him, touched by the sincerity in his voice, which was also reflected in his eyes. She opened her mouth to speak, but the pain was there, waiting for release, and she broke down, sobbing.

His forehead creased in concern. He lifted his arm to put around her, then pulled it back again before he cautiously draped it around her. He knew she'd been having a hard time since Alex left. It was all over the hospital. He hadn't realized how hard a time she'd been having, though. He tried to remember the last time he saw her smile, and realized it had been months, since before Alex left. He knew her pain, had been living it since Sam left, and felt a connection to her.

"It's okay. You're going to be okay. Let it out. I got you." He pulled her in to his side, and she put her head on his shoulder. He held her a little tighter. "We're both going to be fine."

He embraced her until the crying stopped and her breathing normalized. She sat up and wiped her eyes. "Thank you, Andrew."

He smiled at her. "You're welcome, Dr. Grey." He put his hands on the bed to push himself up. "I should probably go." He stood and walked towards the door.

"Andrew, wait!" She said suddenly.

He turned to face her.

She shrugged her shoulders slightly. "Maybe…could you stay just a little longer?"

He saw the sadness in her eyes, and for a split second wondered if this was a good idea. Before his brain could process that thought, however, he was moving back across the room and sitting down beside her again. They sat there, not speaking, for several minutes. What he thought would be awkward or uncomfortable was actually pleasant, just having someone to share the pain. He didn't know if she felt the same, but his pain was definitely lessened.

She didn't speak. She was afraid if she opened her mouth she would start to cry again, but also afraid that she would say something she shouldn't. She didn't always make the best decisions when she was feeling vulnerable, and right now she was more vulnerable than she had been in quite some time. She was grateful to Andrew for not trying to fill the silence, and grateful to him for his presence. For the first time in months she didn't feel alone, the pressing pain lifting just a bit.

"Are you on call tonight?" she finally said.

"Yeah."

"Me too. Would you mind... sleeping in here?"

He wasn't sure how to respond. "Uh…"

She turned to look at him. "Not like that! In the other bunk!" She sighed. "It's just nice…"

He smiled. "To be with someone who understands your pain."

She nodded. "Yeah. Something like that."

"Sure Dr. Grey. I'd, uh, be honored."

She smiled despite herself. "Thanks, Andrew."

He got up and climbed to the top bunk.

After a few moments, Meredith spoke. "Have you spoken with Sam, uh, Dr. Bello? How's she doing?"

He sighed. "No, we agreed to have no contact. It just makes it too hard." There was another pause. "People keep telling me to get over her, to move on, but I just can't. They tell me it's not like she died. And they're right. In some ways, it's worse. And I mean no disrespect to you. Dr. Grey. I know you've really lost someone you loved."

"No, I get it." She said quietly. "With death, at least you can mourn. People respect that, at least at first. When I lost Derek, I had all this help. With this, I'm on my own. They don't understand. I guess it's one of those things where you can't understand it unless you've lived through it."

"Maybe…" he began, but his voice trailed off. "No, it's a dumb idea."

"Maybe what?" she prompted.

He sighed, not sure how she would react to his idea. "I was going to say maybe you don't have to be on your own. I'm on my own, too. I wouldn't mind, you know, being here for you." He was nervous the second he had said it. She was his superior; they didn't have that type of relationship. He was desperate for a friend and reached out for the wrong one, he thought. But talking to her tonight was the first time he felt better, even a little, since Sam was gone. He felt he had to take the chance.

She mulled it over for a minute. There were many reasons not to accept his offer. However, one thing stood out to her; for the first time in months, she felt like she could breathe. The weight had lifted a little. Maybe this could work. "Okay." She said at last. "But we have to have some groundrules if this is going to work. Anything we say stays between us."

"Of course."

"Also, I am your superior, so if at any tine you feel uncomfortable, you tell me."

"Thank you, Dr. Grey."

"Meredith. If we're going to do this, we should be on a first name basis."

He smiled. "Thank you, Meredith."

A brief smile passed over her mouth as her eyelids became heavy. "Thank you, Andrew," she said, falling into a restful sleep.