Disclaimer: I don't own Criminal Minds and I'm not making any profit off of this story.

Written for the Valentine's Day Challenge on CCoAC forum.

Prompts Used: A dozen red roses, Candy Hearts and Can You Feel the Love Tonight by Elton John.

Summary: Sometimes when you least expect it, everything works out better than you ever thought it could. This is Penelope and Spencer's tale about how they fell in love.

Gosh, I know the summary is super mushy, but it is for the Valentine's Day Challenge after all.

I think this will be three chapters altogether.

Please R&R

Enjoy!

…

Penelope sniffled, tears running down her face she snuggled more closely into Spencer.

They were watching the Lion King and Mufasa had just died.

Spencer didn't understand how she could cry when she had already admitted to him that she had practically watched this movie a hundred times.

However he held her closer still, absentmindedly running his fingers gently through the golden strands of her hair.

It still seemed strange to him when he thought about their relationship. They had grown so close in such a short period of time. Only three months ago he would have never thought of having anything but friendship between them but now he could honestly say that he was in love.

Penelope looked up at him with her watery blue eyes and reddened face "I'm sorry, I always get emotional when I watch this scene…it's just not fair."

Spencer leaned down and placed a soft kiss on her forehead, ensuring her that she didn't have to be worried or embarrassed about crying on him.

That was just one of the many things he loved about her. That she could still show her emotions and cry over a silly child's movie after everything they saw on a daily basis.

Penelope smiled at him as he pulled away.

"You're the best Spence," she said as she wiped at her wet face with the back of her hand "I'm sure Morgan would have teased me relentlessly if he was here."

Spencer shook his head but smiled at Penelope, he knew Morgan would tease her too, that was just one of his defense mechanisms that he used as a shield most of the time to keep his own feelings hidden.

"Ooh!" Penelope squealed, her attention returning to the movie "Timon and Pumbaa, they're my favorite!"

Spencer chuckled as Penelope started singing along to Hakuna Matata. It figured that the two quirky characters would be her favorites.

Lion King was the third Disney Movie that they had watched in the last two weeks.

It had all started when Spencer had told Penelope over dinner one night that he had never seen Peter Pan, which was the subject they had somehow ended up discussing, or any other children's movie.

Penelope had been shocked, then she had told him that she just couldn't let him go his whole life without enjoying the magic of classic animated kids films, and she vowed to right the situation.

Spencer had made peace with the fact that he hadn't had a normal childhood a long time ago and didn't mind that he hadn't seen any classic childhood movies. But watching them with Penelope seemed to make her happy, so he just went along with it.

A while later Penelope fidgeted in his arms and then grinned up at him mischievously.

Spencer furrowed his brow and was about to ask her what she was thinking when she cleared her throat.

"I can see what's happening?" she began.

"What?" Spencer asked thoroughly confused.

Penelope laughed and Spencer realized that she was copying Timon and that he had just copied Pumbaa's line.

Penelope grinned at him before continuing "…and they don't have a clue. They'll fall in love and here's the bottom line: Our trio's down to two."

He watched in amusement, his brow arching.

Adopting a bad French accent Penelope whispered "The sweet caress of twilight…there's magic everywhere. And with all this romantic atmosphere, disasters in the air."

Penelope wrapped her arms around Spencer's neck and sang out cheerfully "Can you feel the love tonight?" Then with a soft laugh she asked "Can you Spencer?"

"Yes," he whispered before capturing her lips.

Penelope moaned and leaned into the kiss.

With the movie forgotten for the moment they made out. Each gently exploring the others' mouth.

Penelope giggled as she pulled away needing oxygen "We're going to miss the end of the movie if we keep this up."

"I believe that's what they created the pause button for" Spencer said dryly, pulling her back down.

Placing a kiss on his jaw Penelope asked "What? No in depth history on the remote control, its pause button included?"

"Can't right now," Spencer said huskily "you know my multitasking skills are shot when it comes to you Penelope."

He looked deeply into her eyes and whispered "I only have attention for you."

"Oh Spencer!" Penelope murmured as she kissed him "How have you not been snatched up already? That's the sweetest thing anyone has ever said to me."

Spencer's cheeks tinged pink slightly "I'm just speaking the truth" he said.

"Oh I know you are," Penelope said, she knew Spencer always told the truth "and I love you for it."

Spencer beamed; he pulled her close again and kissed her passionately.

Penelope moaned and let herself relax into his arms.

Not wanting to pull away, Spencer blindly groped for the remote control, knowing it was there somewhere.

Penelope smiled against his lips before pulling away.

Spencer let out a frustrated groan.

Penelope chuckled, she couldn't help it, Spencer looked so cute sitting there all flustered and pouty.

Penelope rose, grabbing the remote off the coffee table and hitting pause. She turned off the TV and then turned around and offered a hand out to Spencer.

He took it gladly and she led him to the bedroom.