A/N: This story is a repost: it was removed some time ago because I had the word "bitch" in the summary. Which is the most stupid reason ever, according to me. Anyways, I'm having a personal project in which I am re-writing all my fics, touching them up. This is one of the stories that underwent a bigger change: plots were tightened, sentences rewritten, chapters rearranged. Hope you like this. Takes place in 2x19 Ashes and Dust.

Disclaimer: I don't own Criminal Minds, I only own any characters you don't recognize, and the plot.

Chapter 1

Spencer sighed as he walked in the dark San Francisco night. It was almost midnight, but he didn't feel like going back to the hotel. After Styles and Abby blew up, and the afterwork had been done, the team went back to the hotel for dinner. The jet wasn't scheduled to leave until the following morning. After dinner, Spencer felt restless, so he put down his book and headed out on the town. Walking down the same street he had a few hours ago, in the center of town, he blankly ignored everybody around him. The protistutes coming up to him, offering their services, were not spared a second glance. Feeling a sudden need for disorganisation, he turned left onto a smaller side street. Smiling slightly to himself, he came to the conclusion that he had no idea where he was. He found he rather liked it.

Suddenly he heard a noise, sounding like trashcans being kicked over, coming from a small sidestreet. He stopped, and looked into the street with a frown on his face. Just as he had credited the noise to stray cats, a female voice rang out in the night.

"Hey, what are you doing? Stop it! Help!" The last word was cried out, and it took Spencer 2,63 seconds to draw his gun and run in the direction of the cry.

"FBI!" He called out, gun at the ready, and watched as a dark figure stood up and ran, away from Spencer. After making sure that the man wasn't coming back, he approached the place the man had come from. "Ma'am?" he called out softy, and squinted to see who was laying in the dark.

"Don't ma'am me, help me up," the faceless voice said, and a hand was extended towards him. Spencer looked at the black painted nails before grabbing the hand and pulling its owner to their feet. When she stood up and stepped into the light, and Spencer got a good look at her, he found himself blushing.

She was young, about his age or a year or two younger. She was dressed in grey jeans, motorcycle boots, and a distressed green tank top. Spencer's eyes took in the features of her face; light blue eyes, dark brows, full lips. Her hair was long, a bit wavy, and dark blonde.

"Uh, are you okay?" he asked tentatively, and the woman nodded.

"Yeah I'm fine. The bastard tried to rob me, but he didn't get a chance," she said, and brushed away the dirt from her jeans. Looking up, she noticed the gun, and raised an eyebrow. "You gonna put away that gun? It's making my skin crawl."

"Oh, of course. Sorry." Spencer stuttered and put away his gun back into its holster.

She eyed him as he put away the gun it its holster and pushed back a strand of hair from his forehead. "You're really with the FBI?" when Spencer nodded, she smiled slightly. "That's cool. I've always wanted to meet someone from the FBI. Do you want to get out of here and get something to eat?"

This made Spencer nervous, and he fidgeted. "Uh, sure, if you want me to. I mean, uh..."

She chuckled. "Chill man, I wouldn't have asked you if I didn't want you to come."

She started to walk towards the bigger street, from which he'd come from, and Spencer followed her until he was walking next to her. Even though he didn't show it, he was intrigued by the young woman he was currently walking next to.

"I just realized that I don't know your name," he said, feeling slightly awkward.

She turned her head to look at him, and smiled. "Yeah, we sorta forgot about that. I'm Lily Turner."

"I'm special agent Dr. Spencer Reid."

"Should I call you doctor?" she teased, and he felt his cheek turn warm.

"No, you don't have to call me doctor. Spencer will do just fine, or Reid if you prefer that."

"Okay, Spencer," Lily said, and then eyed him. "You look too young to have gone to medical school," she stated simply, and Spencer chuckled. If he had a penny for everytime someone had said that to him.

"They're Ph.D's , three of them."

She whistled low. "Wow, that's a lot of work. I didn't even have the energy or motivation to get one Ph.D, let alone three. What did you doctorate in?"

"Mathematics, Chemistry and Engineering. I also have undergraduate degrees in Psychology and Sociology."

"Now I'm even more impressed."

They ended up in a small café, with soft orange walls and a warm feel to it. Spencer ordered first, a tall black coffee with sugar, and then sat down at a table close to the window. Cradling the cup in his hands, he couldn't help but to observe Lily as she ordered. When she turned around to go back to the table, he quicklt averted his eyes, not wanting her to think he was staring. Which he kind of had been. She sat down and took a sip of her coffee before smiling. She had a beautiful smile.

"So, you're a genius, right?" Spencer raised his eyebrows. "I figured with the three Ph.D's and two undergrad degrees," she explained, and he smiled.

"Well, I don't believe that intelligence can be accurately quantified - but I do have an IQ of 187 and an eidetic memory and can read 20,000 words per minute," he paused when he saw the surprised look on Lily's face. "Yes, I'm a genius."

"That's so cool!" she exclaimed, and took a sip of her coffee. "So, what are the FBI doing here in Frisco? Is it because of the fires? I heard about it on the news, it was so terrible."

"Yes it was," Spencer stated simply and drank some of his coffee. He'd almost forgotten about it. Well, not really forgotten since he never would, but he had managed to push it to the back of his mind. Along with the ever present urge for Dilaudid.

"Why were you out walking at this hour? Don't get me wrong, I'm glad you were. I just don't understand why. You caught the guy, everything should be fine, right?"

He shrugged. He didn't really feel like sharing everything that was going on in his mind. That would most likely scare her away. "Just had a lot on my mind, I guess." Feeling like changing the subject, he did just that. "So what's your story? Are you from here?"

Lily smiled and pushed back a strand of hair behind her ear. "Yes, born and raised in the beautiful town of San Francisco. I'm an only child, and my parents moved to Redding last year, when they retired. I'm 23, and I work at a record store. I'm the lead singer of a band as well, but that's more of a hobby. Wow, I really gave you a lot there. You got anything interesting about yourself to share?" She took a sip of her coffee, and studied the young man sitting opposite from her.

A million things went through Spencer's mind; things he could tell her. This was a case of editing. What did he want her to know? He decided on a relatively safe topic. "I graduated from high school when I was 12."

Lily raised an eyebrow. "Damn, I was still playing with Barbie dolls when I was 12. I guess you had a pretty hard time, huh?"

He nodded slightly, sipping on his coffee and putting the cup down before answering. "Not with the studies, obviously, but with the other students. Mostly I was invisible. How about you? Who were you in high school?"

She smiled fondly before answering. "I was kind of weird," she chuckled. "I was very much a marching to the beat of my own drum kind of person. Had a deep hatred for everything mainstream, girly and non-grunge. Since then, I've seen the error of my ways, though I still can't walk in high heels to save my life." The shared a laugh, and Lily looked at the clock on the wall. "You know, if we leave now we can catch a movie. The ones who runs late are pretty good."

Spencer thought about it for a second. The plane was leaving at 9 am, but there was something about Lily that intrigued him, something that made him want to spend more time with her, get to know her better. "Sure, why not."

The couple stood up and threw their plastic cups away before going outside. There was a slight chill to the wind, and Lily unconsciously shivered.

"Here." Spencer took off his jacket and offered it to her.

She shook her head. "I can't take it, you'll get cold if I do."

"I'm offering it to you. Now come on, take it."

Lily grinned. "Okay," accepting his jacket, she slipped it on before they started to walk towards the movie theater.

"So what do you wanna see?" Lily asked when they were standing in the movie theater, and Reid looked at the posters. There wasn't really one movie he wanted see over another.

"You decide, I'm up for anything."

At his words Lily's face lite up in a grin. "I know exactly what we're gonna see."

They each paid for their tickets, and Spencer bought a large popcorn for them to share.

"Admit you chose this movie on purpose." He smiled as they sat down far in the back. The movie was just starting, and Lily had chosen Saw III.

"What?" she whispered back, focusing on the movie while a grin tugged at the corners of her mouth.

"Never mind," he whispered, amused.

Hearing her chuckle low in response, Spencer drew his attention back to movie. When he reached between them to grab some popcorn, he suddenly found his hand on top of hers. Starting to remove his hand, he was startled when she turned her hand over and entwined their fingers, preventing him from pulling away. Turning his head to look at her, he tried to catch her eyes, but could only make out the silhouette of her face.

"Oh, I love this part," Lily said suddenly, and then looked guilty at Spencer as she realized what she'd just admitted.

"You've seen this movie before?" he asked, and she gave an innocent smile.

"Yeah. But it's really a good movie" she added quickly. "Look, we're out of popcorn. I'm just gonna go and throw this away."

The moment she let go of his hand, Spencer's hand felt cold and empty. She stood up, earning protests from the few people that was sitting in the rows behind them, and went to throw the empty popcorn bucket in the trash. When she came back and sat down, Lily once again took Spencer's hand in her own before she turned her focus back to the screen.

When a particularly nail-biting scene came, Lily turned to whisper in Spencer's ear. Only problem was that at the same time, he turned to whisper in her ear. The result of this was that for the briefest second, their lips met. He pulled away, and pulled back his hand at the same time.

"Uh, I'm sorry, I shouldn't have..." he started to excuse himself but was silenced by Lily, who pressed her lips against his again in a soft kiss. She pulled back a bit, and then kissed him again.

"We shouldn't," he protested meekly and Lily moved in closer so that they were breathing the same air before she nodded.

"Yes, we should."

As he spoke, Lily started to kiss his neck. "Lily..." kiss, "this isn't..." kiss, "the place..."

"You've never enjoyed a make out session in the darkness of a movie theater?" she asked, sounding a bit surprised.

"Well..." Spencer was glad that she couldn't see him blushing. "not really."

"Well, it's never to late to start," she said and then leaned in to kiss him again.

Her hands came up to cup his cheek and neck, pulling him closer, and he did the same thing. As his tongue hesitantly sought entrance to her mouth, she moaned and parted her lips, letting him in.

As they kissed, a million thoughts went through Spencer's mind. He hadn't felt like this for someone since Lila, and it scared him a bit. He was very self-conscious when it came to women, and the only reason he never called Lila was that he didn't feel he was enough for her. He didn't go on dates, didn't do parties, and had never felt comfortable in front of groups. Lily however, seemed to look past all that, and see him for who he really was.

She started to kiss his neck again, and let out a small giggle when he groaned quietly. "You wanna get out of here?" she breathed, and he nodded. They stood up, and when Reid bravely took Lily's hand in his own, he was rewarded with a heart melting smile.

"Can you sit down, you're blocking the view!" Someone called out behind them, and they both hurried out in the aisle, and went towards the exit.

They shared a couple of kisses outside the cinema, and than Reid asked something he thought he'd never hear come out of his mouth. "Do you, maybe, want to go back to my hotel room?"

Hearing the insecurity in his voice, Lily couldn't help but to giggle. "Admit it, that was the first time you ever said that to a girl?"

Chuckling, Spencer nodded. "Was it so obvious?"

Lily grinned, and wrapped her arms around his neck. "Just a little." She gave him a lingering kiss, and then pulled back. "Which hotel are you staying at?"

"Uh, the Opal. It's not too far from here. We can walk, if you want."

"Yeah, let's go."

They started to walk towards his hotel, laughing and having a good time. After a few minutes Lily sneaked her arm around Spencer's waist, and he in turn draped one of his arms around her jacket-clad shoulder. She placed a kiss on the crook of his neck, finding the skin there super soft. He responded by pulling her closer and planting a light kiss to the top of her head.

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