So I'm back. Sorry I haven't updated for a really long time. Blame school. Anyway, I hope you enjoy this chapter! I made sure to add some MerDer cuteness to make up for my lack of updates…

Derek watched as Meredith drifted off to sleep, her hand tucked up under her cheek. He listened until her breathing evened out, before rolling off the couch and scooping her up into his arms. She managed to turn her face into his chest without really waking up and he smiled down at her, pressing a kiss to the top of her head as he made his way back upstairs and into his bedroom. He lay her down on the sheets and climbed in behind her, wrapping his arm around her waist and pulling her back against his chest. She settled in his arms almost immediately and fell back into a deep sleep, her breathing low and even.

xxx

When Mrs. Shepherd walked downstairs and found Mark and Addison asleep on her couch, she felt as if the clock had been turned back ten years. She couldn't count the number of times she had woken up to find that Derek, Addison and Mark had fallen asleep in the living room while watching TV. She couldn't count the number of times they had shuffled into the kitchen, their eyes filled with sleep and sat down at the table as she made breakfast.

They had been best friends, all three of them. She loved Addison and Mark in the same way she loved the rest of her children. She remembered their triumphs and their failures the same way she remembered those of her own children. She remembered the day that Mark and Derek taught Addison how to ride a bike. She remembered the day that Addison and Derek set up an elaborate treasure hunt throughout the expanse of their Manhattan brownstone, which she then had to complete dutifully. She remembered the day that Mark and Derek decided that they were going to be astronauts and be the first humans to step on Mars. She remembered the day they left the city and how all three friends had stood on the sidewalk hugging each other for fifteen minutes straight

She stood in the doorway of the living room for a long time, a smile playing on her lips as she looked at the grownup faces of these two people she had practically raised. Then she went into the kitchen, turned on the coffee maker, and began making breakfast.

xxx

Addison woke up to the smell of bacon and smiled, feeling a faint nostalgia for her childhood swell in her chest. She couldn't remember all the times she had woken up to the sounds of Mrs. Shepherd cooking breakfast. But lying there with Mark's arm wrapped around her, she felt the same safety that she felt when she was eight, knowing someone was taking care of her.

Addison felt Mark's grasp around her tighten and knew that he was waking up. She leaned forward and pressed a kiss to his jaw. "Morning," she whispered as he opened his eyes and looked down at her.

"Morning," he returned with a smile.

xxx

"Derek."

Derek opened his eyes and looked up at Meredith. She was hovering over him, looking far too alert for this early in the morning. "Hmmm," he mumbles, the sound rumbling in his chest. He wrapped his arms around her waist and pulled her back down onto the bed.

"Derek," she said again.

He didn't even respond this time, just slung his arm around her hips and tugged her body forward until it was pressed against his. "Derek," she sighed and the sound was torn between annoyance and desire.

He smiled and pressed a kiss to her jaw. Her cheek. Her chin. She sighed again and this time there was no hint of annoyance. She ran her hands across his bare chest. "Hmmm," she murmured in approval. "I like when you sleep with no shirt."

"Do you?" asked Derek and the question was muffled against her neck.

"Less work," she explained and he chuckled.

She shifted closer to him and he lifted his lips away from her neck and pressed them to her lips. She parted her lips and kissed him back, but after a while, she drew away again. "I need clothes," she told him.

"I beg to differ," he said, slipping his hand under her shirt as if to prove his point.

"No," she said. "School clothes."

"Oh," he said. "Okay."

"That's why I woke you up," she said as he trailed his lips up her neck.

"I thought you woke me up for this," he murmured, his mouth hovering just over hers.

"Well…no, I…" She trailed off as he kissed her again. "Need to go get…" Her sentence faded into a soft moan as his fingers grazed across her nipple through her thin shirt. "Clothes," she finished, moaning helplessly as his hands worked their magic.

"Okay," he said again as he pulled her shirt up and over her head.

"Derek…" she began, but quickly gave up as he began to move his hips against hers. She closed her eyes, running her hands across his chest and up into the dark curls at the base of his neck. "I guess we could wait a little bit," she said.

Derek nodded wordlessly and kissed her, before gently pushing her back against the bed and rolling on top of her.

"Derek? Honey?"

Derek sighed and rolled away from Meredith with a muffled groan. "Yeah, mom?" he called back.

"Are you and Meredith coming down for breakfast?" Mrs. Shepherd asked through the door.

"Um, yeah," Derek said. "We'll be right down."

He sighed and turned back to Meredith who was already reaching for her shirt. "What are you doing?" he asked.

"Putting my shirt on," Meredith said with a smile.

"Why?"

"Because I have to eat breakfast and get clothes," she explained.

"But we have time," he said.

"Nope," she said defiantly. "I'm not going to let you distract me again."

He chuckled at her stubbornness. "But it's so much fun," he said, grinning at her.

She rolled her eyes and stood up from the bed before he could do anything too persuasive like kissing her or touching her or…looking at her. She giggled at herself as she pulled on a pair of Derek's boxers, rolling them until they fit around her waist.

"What are you laughing at?' Derek asked, smiling at her from where he still sat on the bed.

She shook her head and smiled back. "You," she said. "Me." He raised his eyebrows questioningly and she walked back over to the bed. She leaned down and pressed a soft kiss to his lips. "I think I'm becoming insatiable."

"Hmmm," Derek said as she pulled away again. "Good to know," he commented casually, leaning back against the headboard with a cocky grin.

She rolled her eyes again. "Don't flatter yourself."

xxx

When Mark and Addison finally got up and made their way into the kitchen, Mrs. Shepherd turned away from the stove and looked at them from across the room. Then, in a sudden flurry of movement, she was next to them, pulling them into her arms. "I missed you two," was all she said as she held on tightly.

After a moment, she pulled back, smiled and said, "I made breakfast."

"Good 'cause I'm starving," Mark said, walking over to the table and sitting down.

Mrs. Shepherd smiled and shook her head at him and just like that, they fell into their old rhythm. Mrs. Shepherd poured them both a glass of orange juice, Addison complimented the food after her first bite and Mark grunted in approval as he ate seven pieces of bacon in a row.

xxx

Derek was waiting for Meredith on the porch when she came back from getting clothes at her house. She walked over to where he was sitting in an old rocking chair and smiled down at him. "Took you long enough," he commented, tilting his head up to look at her.

She rolled her eyes. "Shut up," she told him.

He laughed and wrapped his arms around her waist, tugging her towards him. She dropped her bag to the ground and let herself be pulled onto his lap. "What are you doing out here?" she asked him.

"I'm waiting for you," he said.

"I thought you'd be inside reminiscing with Mark and Addison about the good ol' days," she explained.

"I'm letting my mom have her moment with them," said Derek.

Meredith scrunched up her nose. "That sounds weird."

Derek chuckled at her. "You know what I mean."

"No, I actually don't," she said, furrowing her brow slightly.

Derek shook his head slightly, rubbing her back absentmindedly. "My mom kind of raised Mark and Addison. Their parents were…absent," he said, knowing that she of all people would understand.

She nodded knowingly and bowed her head, dropping his gaze. She suddenly wished that she had met Derek much sooner. "They were lucky that they had your family," she said quietly.

"Meredith." Derek's voice was low and comforting, willing her to meet his gaze. "Meredith," he said again. She lifted her head reluctantly and he pulled her closer. "If I could turn back time, you know I would. I hate that you had the childhood you did, but it turned you into the person that I love."

"Dark and twisty?" Meredith offered, watching as Derek's frown deepened.

"No," he said, his voice an almost instant contradiction. "Strong and independent and beautiful."

She smiled a small smile. "If you say so."

"I do," he said.

Her smile widened and she leaned towards him ever so slightly until her mouth hovered just above his. "You're not so bad yourself," she mumbled. She felt his smile against her lips as she kissed him softly, winding her arms around his neck.

When she pulled back, his eyes were darker, filled with a longing she knew all too well. He began to lean towards her again, but she pressed her hands against his chest, holding him at bay. "`We need to go to school," she said.

He frowned and managed to tear his eyes away from her lips long enough to scowl at her. "Cruel woman," he mumbled as she stood up and pulled him to his feet.

"You'll get over it," she said breezily as she walked inside, flashing him her most winning smile over her shoulder.

Heehee. I love them.

Next chapter will have Meredith and Derek back at school. It will also feature some Mark/Addie scenes as well as (hopefully) some Addie/Mer scenes. Gasp! Intrigue!