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A/N: I <3 you guys so much!

Meredith fought off exhaustion. It was easier in the OR. She'd be standing up, a life was on the line. She wouldn't be full of delicious food, sitting down with a glass of wine. She rubbed her eyes and tried to keep up with the conversation. Carolyn was quite interested in Olivia's work, peppering her with questions. Meredith couldn't help but tune it out as she fed Bailey little scoops of mashed potato. She suddenly remembered Zola and looked over to her. She'd fallen asleep on the couch, bits of food still on her mouth as she murmured sleepy snores.

"-isn't that right Meredith?" Carolyn was saying.

"What?" Meredith was pulled back into the conversation.

"Motherhood. You learn quickly."

Meredith smiled, glancing at Olivia, who now had Noah on her lap. "I didn't think I wanted to be a mom... I mean you remember my mother? She was as nurturing as a steaknife. But, then I met Derek, and it didn't seem so... scary." She swallowed, remembering her miscarriage, "I didn't know how much I wanted..." she sighed. "We tried for a long time to have a baby, and then Derek handed Zola to me... and it didn't take very long to fall in love." She turned to Zola, so proud and happy to have her in her life.

"And you adopted her." Olivia stated.

"Yes, we did." Meredith picked up Bailey when he started to fuss. She padded to the living room, needing to collapse on the comfortable couch. Olivia followed with a sleepy Noah.

"I almost lost her," Meredith continued, "I screwed up, big time. I thought I wouldn't get her back, but I did." Bailey squawked, demanding attention."And I didn't even think I would give birth to you!" Meredith tickled her son.

xxx

Olivia watched as Noah quietly played with a wooden toy truck that Carolyn loaned her. The future was looming for her. She was now responsible for a 'tiny human' as Meredith had called him. She knew she could do it... it was just... would she be a good mother? Would Noah turn out okay? There wasn't a father figure in the picture for him yet... would that be alright? Would her love be enough?

"Another meeting Derek?" Meredith's voice traveled from the other room, Olivia couldn't help but overhear. "Tomorrow morning? But what about the zoo? This was supposed to be a vacation... of course I love your mother... dinner was delicious, it was great. It's just... I miss you... Will you be back tonight?... tomorrow. No, it's okay, I'm fine... I'm just tired. Okay, I'll call you when I put the kids to bed so you can say goodnight... I love you." There was a long arduous sigh, and Meredith returned with Bailey on her hip, "Sorry... Derek and I are just... juggling."

Olivia looked back at Noah, she thought about her work. She was in charge of her Unit too. There was a lot on her plate. She sighed, ruffling Noah's head. "I understand..."

"We won't be our mothers right?" Meredith asked.

Olivia chuckled, "Have you seen yourself?"

"What?" Meredith actually sounded confused.

"You handled everything today like a pro... and I can tell you're tired, but you never once ignored or dismissed your children... you knew when they needed you and you were right there."

"Well, besides losing Zola in the park..."

"Zola knew to ask for help, and she knew another mother was the best person she could trust. She came to me and asked for help."

"She did?" Meredith asked, surprised. She looked over at her toddler who was busy organizing a few dolls and toys in a circle.

"Yes."

"Oh." There was silence, except for the sounds of Carolyn finishing the dishes in the kitchen, but Meredith was watching Noah as he trundled the truck along the floor. She opened her mouth, closed it, and opened it again... "You want this, don't you?"

"I've... never wanted anything so bad in my life." The bare truth.

After everything was said and done. All the pain she'd endured being her mother's daughter, after nearly being sexually assaulted, after Elliot leaving, after Lewis... Noah Porter was her completion. She'd felt it the first day she held him, and more so when the judge offered to let her foster him. He was it. Her job, while important and still a part of her identity... didn't seem to matter in comparison. Noah was... would be... everything.

"Then that's all that matters." Meredith said simply. "As long as he knows you want him, and you love him..." she shook her head. "It's a balance, a huge juggling thing, that sometimes hurts when you can't be there because there's a life on the line, and you're wondering if they're being neglected or something." Meredith's eyes suddenly lit up however, "But you know what Zola said before I got on the plane today?"

"What?"

"She said I was the bestest mommy ever," She grinned, "And that was after her bad morning with soggy cereal and spilt milk, and I had to break a promise to her because of a five car pile-up... so I don't really know what I'm doing, but I must be doing something right, because I don't ever remember saying that to my mother, do you?"

Olivia could only nod at Meredith's words... she used to be thoroughly convinced that she was unlovable, haunted by her mother's past, only finding redemption in solving cases and supporting victims in the fight for justice... Meredith used to be this spitfire brat avoiding responsibility, scared of commitment, scared to trust. But here they were, knee-deep in motherhood, the thing they were afraid of so long ago... and loving it.

Her thoughts were interrupted by Carolyn clearing her throat. "I couldn't help but overhear," The older woman said, scooping up Bailey before he could crash Zola's pretend party. "If I may add my two cents, being a mother and a grandmother myself?" She didn't wait for them to answer, "At first it's terrifying, you are so scared you'll do something wrong... but the wonder and newness of that life will always fascinate you. When you see what they can do... what they are capable of doing... when you see who they are becoming everyday, and you are proud of that? Despite your own flaws? Or their own lack of judgement? One day you'll set them free to their own devices and trust that you have raised them well enough to handle life..."

Then she winked, "I've never met your mothers... but I don't have to. It seems that you've already learned what not to do."

xxx

Olivia continued chatting with Carolyn for the next half half hour, as she shared valued mothering tips. But a noise interrupted them. Bailey was sprawled on Meredith's chest as she reclined on the couch, and Zola lay between her legs... All three of them snoring away at intermittent intervals.

"Well, I suppose I should let you go..." Carolyn said softly.

Olivia reached to take Noah's hand, but he walked over to the couch instead, pointing to the sleeping trio. "Sweepy?" he asked.

"Yes," Olivia replied.

Noah ran over to Carolyn's blanket covered recliner and pulled the blanket off, then toddled to the couch. "Banky," he said, trying to lift the blanket over his head.

Olivia wordlessly picked up the blanket, carefully arranging it over them. Meredith stirred at the commotion and she blinked awake, clutching the blanket. "Oh, sorry, I fell asleep."

"It's okay," Olivia said, "You obviously need it."

"Mm."

"Goodbye, Meredith, I'm glad we met."

"Me too, I'll see you later."

"Bye-bye," Noah said, waving goodbye.

"Bye-bye..." Meredith murmured.

A/N: Dedicated to all the moms out there!

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