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The thunder and lightning continued outside as Derek lay on his back in bed, wide awake, staring at the ceiling, the lightning flashing across his face every couple of minutes. But it wasn't the storm that was keeping him awake. The kiss from earlier in the night kept replaying in Derek's head, making it extremely difficult for him to fall asleep. He could still feel Meredith's lip on his own as he lay in bed.

He couldn't really explain what had happened. They had been just talking and all the sudden he had gotten the strongest urge to kiss her, and she didn't run away. She kissed him back. He wasn't sure how long they were on the couch for, but it was something that he wasn't going to forget anytime soon. All he could think about all he could feel was his arms around her waist and her hands in his hair

And now, he was lying awake, unable to get her out of his mind. Her voice and her giggle and her smile and how adorable she had looked when making fun of him about his first girlfriend. He was just about to turn over and attempt to sleep again when he heard the doorknob turn and his bedroom door slowly creak open.

"Derek?" A small voice whispered. "Are you awake? Of course you're not awake...I'm such an idiot....damn it Meredith."

"I'm awake." He chuckled, sitting up to see her standing in the doorway in the t-shirt and sweatpants he had given her to wear to sleep.

"Oh um...sorry." Meredith replied as lightning filled the room.

"What's wrong?" Derek asked, concern in his voice.

"Nothing...."

"Can't sleep?"

"Yeah." Meredith bit her lip as thunder crackled through the room.

"Get in." Derek laughed, pulling the covers back on the other side of the bed.

"Oh...I'm not scared."

"I know."

"I'm not." She insisted.

"Meredith...Get in the bed." Derek laughed.

"Fine...but only because it's cold and..." Meredith jumped as the thunder shook the house again. "Okay..."

"Come on."

"Your Mom's house has a lot of windows and it makes noises and the mirror in the extra room rattles when the thunder...not scared."

"There are fewer windows in here."

"If I was scared I would notice."

"But you're not scared."

"Exactly." She replied as he pulled the blankets over her.

"Better?" He whispered.

"Yeah." She replied, turning on her side to face him, wincing as thunder began to rattle the house.

"Not scared." He smiled, leaning over and giving her a light kiss.

"Not scared.

"I couldn't sleep either."

"Why not?"

"Just...thinking."

"Oh." She breathed.

"About you."

"Me?"

"Yeah."

"Why?" She frowned, as the thunder hit again, causing her to pull away slightly.

"Because...I liked kissing you." He breathed.

"Oh." Meredith let a small smile toy at her lips.

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