Disclaimer: I don't own Criminal Minds.

A/N: I wrote this in about thirty minutes so please excuse any small errors.


June, 2014

She's asleep in his bed.

He hasn't been able to close his eyes for the last three hours and exhaustion feels heavy in his mind, but still he can't close them.

He's never slept in the same bed as somebody before.

Her hair is a twisting of curls and fans about the pillow, his pillow. She has a crease between her brows and her lips are curled at the corners and he can't close his eyes.

The red glare from the digital alarm clock on the bedside table reads 3:14 and without thought he starts rattling the number of pi in his mind

3.141592653689793-

Her breathing hitches for a moment and she squirms a little closer to his body.

23846264338

Her eyes slowly open and she blinks to clear the darkness in her vision.

His own eyes have adjusted hours ago and he holds his breath as she squints in the dark to look at him.

"Spencer? Are you still awake?"

He nods but she can't see him yet so he clears his throat and tries to speak.

"Y-yes." His throat feels dry and his hands feel warm and there's something in his stomach that feels like a wild animal trying to claw its way to his chest.

"Are you okay?" She asks, the sleepy tone of her voice turning her words into whispers.

"Y-yes."

She pushes herself up with one hand and leans over him to turn on the lamp by the bed. He catches a face full of bare skin and swallows thickly.

The light is blinding and disorients him for several moments. When his vision clears finally he can see her leaning against the bed-frame, the dark blue sheets tucked under her arms. She's frowning, eyebrows slanted down and biting the inside of her left cheek. She's worried and nervous and if he understands the look in her eyes, a little sad.

"Do you want me to go?" She asks, still in the whispering voice used at night.

Surprise erases his anxiety and he can feel his eyebrows rise unconsciously. In all his musing and thoughts not once had that flittered into his mind. It takes him a moment to think of what to say.

No, he doesn't want her to leave. Yes, he wants her to leave.

"Okay, I get it. We moved too fast." She released the sheet and swings her legs out of bed. The curve of her naked back sends a hot blush to his cheeks and his palms feel sweaty and there's something else stirring that he doesn't want to think about because right now he needs to keep his head.

She grabs her clothes in a couple of handfuls and haphazardly starts putting them on. She's just finished clasping her bra when he finally formulates the words to talk.

"No- no. I, uh, I don't want you to leave." He stumbles out, pushing his hands through his hair, trying his best not get up. He's just as naked as she was moments ago and even though she'd already seen everything, touched everything, he can't find it within himself to be that bare right now.

"Don't worry, Spencer. I get it, I do. Really." She looks everywhere but at him as she shimmies into her jeans and buttons them up. She can only find one shoe and a frustrated sigh leaves her mouth.

"It's in the kitchen." He tells her, leaning over the bed to grab his pair of boxers. They're the ones with Einstein's face on them, a joke present from Morgan last Christmas that turned out to be surprisingly comfortable. He cringes when he realizes that his first sexual experience was fulfilled while wearing underwear with the face of one of the greatest theoretical physicist on them.

She pushes her way out of the bedroom and he takes the moment to pull on the accursed boxers and almost trips over the rest of the clothes he was wearing only five hours earlier.

She finds the shoe, next to Spencer's tie, forgotten on the floor in the heat of earlier. She pulls on the shoe and wants to cry.

"Wait, wait, don't go, please." He rushes out, hair sticking up and breathing heavy and face frantic.

"Why?" Her face feels tight, like she's holding back tears of frustration and something hot, like shame, has crawled up her back and hangs around her neck.

"Because I don't want you to, that's why." As far as arguments go it isn't his best, but it could have been worse.

"You hesitated." She says, finally looking at him. There's a hickey on his neck, only thumbprint in size but it's clearly there and she can't help the smile from looking at it. But she's still frustrated and more than a little embarrassed and she wants to finally understand what they're doing.

"I've never slept with anyone before." He tells her, eyes low and voice strained and hands shaking.

"I know, you told me before."

The first time she kissed him she could feel his pulse throbbing in his throat and taste the hesitation in his mouth. She'd known from that moment on that she needed to be careful with him. She knew that to him touching wasn't merely touching, but a foreign notion of intimacy that neither had much experience with.

He'd told her of his inexperience the first time she loosened his tie and unbuttoned his shirt. He told her while looking at his hands, palms fisted tightly with the material of her dress. She just smiled and continued with unbuttoning his shirt, kissing along his neck and promising not to go to far.

For months they'd danced around it, quick touches and teasing fingers and last night it had been simply too much.

She initiated it, like she does every time.

And he had been so scared, so caught-up in the fear of doing something wrong he'd broken her wine glass and stained his shirt and hit his head against the counter and a number of other small things that had her laughing but mostly had her undoing more buttons and taking off more clothes.

And now she regretted moving too fast with him.

"No- I've never been asleep with someone before- well I guess more accurately is that I've never shared the same bed while asleep before."

"I understand, that makes sense," she mutters and starts to head to the door, "I'll let you get your sleep."

"No- that's not what I was saying. Will you just stop, please." He calls out, anger creeping its way into his voice.

"What do you want from me, Spencer?" The question is so sudden that he's taken off-guard and falters. So he says the first collection of words in his mind.

"I want you to stay, I'm sorry I hesitated before, I apologize for that."

Now he's even more nervous and terrified she'll leave and terrified she still won't and that fear is crippling and confusing and he's not used to not knowing.

"Why do you want me to stay?" Her eyes are pleading and her lips are quivered and there's a tension in her body that he's never seen before. There's something deeper to the question he can't understand and that sends alarms into every part of his body.

He doesn't even understand why he wants her to stay...because he likes her in a way he still can't fully comprehend. Because when he sees her, he smiles, and when she leaves the room he feels a little lost. Because one look from her and he can't swallow properly, or he loses track of the time and he never loses track of time.

Because if he can't figure out what to say to convince her to stay he's certain that she'll never come back and that's not something he's willing to risk. That would never be something he's willing to risk.

He opens his mouth to speak but nothing but air comes out. So she shakes her head and swallows her pride and opens the door.

"I don't know what to say!" There's such fear in his voice, so much confusion, a little part of her heart cries and she feels like a monster.

"Tell me how you feel about me," she rounds on him, leaving the door still open. Her voice is thin and sad and angry. "Tell me what we are- and don't give me some answer about how we're humans or we're a man and a woman. Tell me what we are to each other Spencer. Tell me what I am to you."

But he doesn't know how to answer that question because he doesn't know.

"I- you- it's like… it's like.. and you are…."

"See… you don't even know," she's still fighting the tears, but she's losing and the last thing she wants is to be the girl that cries in front of a boy that will never feel for her what she feels for him. So it's with anger she continues.

"But I do know, Spencer… I know how I feel about you, and I love you. I started loving you the minute you read every piece of material in my apartment just to know the types of books I liked, and I started loving you when I noticed you always keep a bottle wine in your apartment when you never drink, and I know it's for me, and when you called me every time you got home so I would know you were safe. God, when you went to church with me for Easter and didn't once mention how fundamentally flawed the institution of religion is. I started loving you when I found your stupid note-cards of tv references... shows that I know you would never watch. I started loving you a very long time ago and if you can't say the same… I can't do this, not anymore."

She's breathing heavy and a few tears have escaped and her chest hurts, hurts like someone's carved into her heart and crushed it, because there's no emotion in his face, just blankness.

She nods to herself, refusing to cry even more and waits just ten more seconds, ten more seconds to see if he'll do anything.

"Okay, I get it. Goodbye, Spencer."

The words act as adrenaline on his system and suddenly he's moving across the room, covering the entire space in just a few strides. He pushes himself between her and the door, closing it effectively with one hand. He's never been so bold, not even while he had her naked in his bed, and he doesn't have the time to be too startled with his action.

"You don't get it." He tells her, taking in the surprise, the hope, and the anger ever present in her eyes.

"I can't express how I feel about you because it doesn't make any sense. Not emotionally or physically or mentally and certainly not mathematically because there's no way to categorize this or count this in measurements and I have this… this feeling in me that I can't explain but it eats at me every day."

He's grabbed her by the shoulders and leaned down to really look into her eyes. He wants her to understand, really understand what he's saying and he's afraid she won't.

"You are the first time I learned my first algorithm in third grade and when I earned my first PhD and when I was shot, you are those feelings. You make me scared, scared that you'll leave and scared that you'll stay. I don't know how those two emotions can possibly exist at the same time but they do, and they result from you. You are the best moments that I can think of. You make me want to be normal because I think you deserve someone who doesn't miss the kinds of things that I miss and I'm scared you'll wake up one day and leave because I wasn't enough, because I'm not enough."

He takes a moment to breathe, his chest heaving.

"How could you possibly get that?"

His words are like a hard slap to her face.

She wants to hit him, to yell at him for being so absurd, for thinking so little of himself and for so little of her, but she can't keep a smile from creeping onto her face because he loves her. He didn't say it and she knows he doesn't realize it yet, but he does and that's enough for her.

So instead of fighting more or crying or forcing him to face something he isn't ready to face she keeps her face as neutral as possible, the smile still tugging.

"Okay, I'll stay."

Shock opens his mouth and widens his eyes and makes him drop his hands from her shoulders.

"You'll…stay?"

She turns away from him and begins her walk back into his bedroom, dropping her bag onto the couch and kicking off her shoes as she goes. It takes him another moment to really process what she's doing and by the time he follows her into the room he can see her jeans on the floor and her naked shoulders above the sheets.

"I guess you're going to have to deal with two firsts tonight."

She laughs at his expression and at his red stained cheeks.

He gets into bed cautiously, turning off the lamp and letting the darkness swallow them.

This time it's easier to relax into the bed, and he's not startled when he feels the warm heat of her body next to his, or when she curls into him and intertwines their hands.

This time it's the pounding of his heart he feels as she drifts her way into sleep so he closes his eyes and replays everything about that night and about what she said.

"I love you"

And somewhere between the lull of her breathing and the replaying of her words he falls asleep.