Mark had quickly gathered that his news may not have been as celebratory as he first thought when he opened Meredith's blood results and had swiftly backed out of the room when Derek had gazed up at his brother and silently begged them to be left alone, he had nodded at Derek as if to congratulate him away from Meredith's eye line as her hands had continued to cover her face in despair, but he hadn't missed the glint of excitement on Derek's face with the prospect of becoming a dad as he had closed the door behind him, after all he knew it was something he had always wanted. Derek Shepherd was born to be a dad!

'Let me see that paper you God damn fool.' Bailey snapped as she watched him back away from the door, the paper flying out of his hand before he had a chance to protest her actions.

'Hey, Meredith is my patient; technically, I drew the blood yesterday before any of this what ever happened to patient confidentiality?' He spat as he watched her cast her eyes over the results before watching her face change when she saw the result she had been scanning for.

'Looks like Yang was right, we got some new Mcparents on our hands!' she smiled as she folded the paper and handed it back to Mark, before moving back towards the room that currently housed Meredith and Derek.

'You can't go back in there…Meredith hasn't taken it too well, give them some time?' Mark pleaded with Bailey, surprised when he saw her stop and turn to face him again. 'Please Dr Bailey…Miranda…I don't think anyone was expecting this, most of all Meredith, they just need some time.' He explained, his voice catching a little as he feared after seeing her reaction that Meredith may make a decision that would break his brothers heart!

'Wow the great man whore himself has a heart, let's not allow the nurses to hear about this or a certain Dr Grey Junior might have a battle on her hands for you!' Bailey laughed as she stepped forward, placing her hand on his forearm and giving it a gentle squeeze, a clear sign despite the joking that she too shared his insecurities over Meredith's reactions.

'Dr who?' mark blushed as he dropped his gaze away from Miranda's for a moment.

'All you people think because I'm short I don't see what's going on in this place! But you are forgetting I AM DR BAILEY. I hear everything. I know everything. I'm watching each and every one of you. Nothing gets passed me.' She explained before heading back off down the corridor, leaving Mark alone in the hallway, torn between leaving Meredith and Derek alone…and being close by for his brother.

However the sound of his pager made his mind up for him and soon had him running towards the ER, a

He was going to be a dad. The excitement inside of him was bubbling to the point of explosion yet somehow he was managing, just about, to keep a tight lid on it as in reality Meredith was currently sobbing in his arms, her tiny frame shaking with fear, petrified at the thought of becoming a mother.

Derek held her close to his chest, her hand wrapped tightly around his so much so that her knuckles were shining white from the pressure and he was pretty sure he had lost all feeling in his fingers.

This was unexpected, to say the least, but the thought of becoming a father and having a child to love and nurture was everything he had ever wanted, and until now he had never really thought that a women would be so clearly shaken by the news. But Meredith was a mess…heartbroken it seemed at the prospect of bringing a child into their future, and he would be lying if he said her reaction wasn't hurting him a little…but with all his might he suppressed that feeling and continued to sooth her as he let her cry…she had to understand that she could do this….she had to.

Ellis Grey was evil, that's all he could keep thinking as Meredith repeatedly cried to herself that she had no idea how to be a mother, and never would. Ellis had dragged her daughter up, leaving her in the hospital or with numerous nannies throughout the years that there was no wonder Meredith had no idea how to believe that she could do this!

No one had ever believed in her…till him and he wasn't about to stop now!

She had fought his love for long enough, surely she had to come around to the idea of a baby too?

'It's going to be ok Mer.' He whispered as he rocked her gently back and forth, his hand continuing soothing circles across her back 'I promise you everything will be ok.'

'How…how…will…how…' she stuttered as her shoulders shock and her hands grasped up at her neck as if clawing for air. 'I … can't…I…' she gasped as she gulped for air now and Derek felt his body tense in panic as her body turned rigid in fear in his arms.

He quickly left his space behind her and moved in front, taking her hands in his and begging her to look at him.

'Meredith please, you need to be look at me ok? Slow steady breaths, in…and out…look at me, follow me ok?' he cried as he battled to get her stiff demeanour to relax.

'I can't…mom…I can't be a …' she continued, her voice rasping in her throat as she failed to catch her breath.

'You have to slow down Meredith, steady like this.' He instructed as he slowed his own breath and tried to encourage her to follow his actions.

Her eyes bulged in her head as she found it increasingly hard to inhale the air that she needed, and Derek felt his own heart rate quicken in fear as he cupped her head in his hands and tried to keep her focus on him.

'A baby…doesn't….' She wheezed as her cheeks began to rush red as she struggled to breathe some more.

'Shhhh Meredith please, you need to breathe, look at me.' He begged as his eyes glanced around the room, desperate to find something to help control her breathing, before his gaze fell on a sick bag someone must have brought in earlier when she was repeatedly throwing up. He carefully reached over to the table and managed with one out stretched hand to finger the bag towards him without letting go of her other hand. 'Take slow deep breaths,' he encouraged as he placed the bag in her hand and guided her free hand to place the bag near her mouth. 'That's it, slow.' He whispered, his own voice shaking as fear spread across his body as he continued to witness her struggle.

Finally Derek breathed a sigh of relief as he watched her shaking shoulders slowly begin to return to normal as her breathing became controlled and the urgency in her breaths seemed to dissipate.

'You're ok Mer…I've got you.' He whispered as he felt her lay her head down on his shoulder and curl back into him. 'I know you're scared, and it's ok to be feeling that way I promise you, but you have to believe me when I say you will be an amazing mother Meredith. You are an amazing person who I love with all my heart, and our baby will love you too.'

'A baby doesn't want me.' She sobbed quietly as she raised her head and allowed her wet sea green orbs to meet with his glazed sapphires 'I have the worst mother in the world, I would be the worst mother in the world.'

'I have to agree with you about Ellis Meredith, and my heart breaks for you over what you went through as a child, but you have to remember that despite the pain and unloving home you came from you still found it possible to love me and let me in. You still became the amazingly strong, beautiful and courageous woman that you are today…you might not see it now that you can do this, but I know that you have so much love to give Meredith…and our baby is going to be so lucky to have you as a mommy. You are nothing like your mother; you'd be a good mom'

A knock at the door caused both of them to jump as the tears flowed down both of their cheeks.

'Guys, I'm sorry to interrupt, and I get that this isn't a very good time its just…Meredith?' Mark spoke softly as he peered around the door, his own heart contracting at the sight of the upset in the room.

'Yeah?'

'Your mother just got admitted to the ER.'