Spencer pulled his legs free of the covers and sat on the edge of the bed with his head in his hands, heart still racing. Even in the pitch black the images flashed through his mind relentlessly and he half wondered if this had just been another dream.

The first time he had dreamed of Derek Morgan he brushed it off to having spent the past week in a hotel room with him and not getting much sleep in that time, the second time to be punishment for trying to psycho-analyze the pained expression that Morgan wore lately. By the third dream he couldn't think of any further logic but decided that all he could do was come to terms with it, it's not like he wasn't enjoying them.

At first the dreams made it hard to work in the same space with him. Spencer's eyes would drink in the sight of Derek's perfectly muscled stomach beneath his tight shirt and his mind would take off, bringing the genius's focus with it. He would find every excuse to leave the room as he felt the tug beneath his waistband, and when he felt his self control drop even farther he would take to a bathroom stall, stroking himself as quietly as he could thinking of the older man as he reached the edge and silently wishing that there would be a day that he could moan Derek's name out loud, even though he doubted it would ever come.

Each and every time he re-entered the room he would feel someone's gaze, usually Penelope's or that of Derek himself full on him. But each time he just carried on with the case at hand as long as he could without looking up at Derek again.

"You okay Spence?"

He froze. He had almost forgotten that beneath the sheets behind him lay that perfect body. He wanted to turn towards the sound of Derek's voice, but he was afraid to see the expression on his face.

"Uh, yeah, just can't sleep." Spencer sighed, running his fingers though his damp hair.

"Want me to take the couch?" Derek asked.

The thought of not having the option of curling up into Derek was almost as horrible as not being able to figure out what Derek was thinking.

"No!"

Spencer turned around, covering his mouth as the shout echoed through the apartment. Derek pulled him towards him tucking him under one arm. With the other arm he reached to the lamp fumbling with the switch. The light flickered on and Spencer almost melted all over again. Derek was sitting up with the sheets pulled up to his waist, upper body still shining softly with sweat that accentuated his muscles even more than usual.

"Tell me what's up baby." Derek said stroking Spencer's hair and sending shivers down his spine.

Spencer relaxed a bit at the word "baby". That meant that Derek was fully aware of what had happened, or was at least comfortable with their naked bodies against each other now.

"I can't stop…"

"Thinking," Derek interrupted "I can tell. So do you want me to tell you what I think is going on here?"

Spencer nodded. His babbling at Derek was probably not going to help the situation, but Derek's rationality and if nothing else sexy voice seemed to fix everything.

"I just made love to the smartest, most gorgeous man I have ever met and I now have the opportunity to sleep beside him through a night like I have been praying for since the moment I met you."

On the last sentence he pulled Spencer a little closer, and Spencer felt the tension completely disappear from his shoulders. Without thinking he leaned backwards and caught the older man's lips with his kissing freely now that the nagging in his head had stopped. Derek had wanted this too, for as long as he had and now that his head was clear the taste of Derek had his mind racing again.

He gently pushed Derek back and climbed on top of him wrapping his legs around his waist and kissing Derek's neck. A low moan escaped Derek's throat as Spencer continued the kisses further down Derek's body, pausing as he crossed the line of his dark hips. Pushing himself farther down the bed he took Derek's now throbbing erection into his mouth, tracing lines and swirls around it with his tongue.

"Oh Spencer!" Derek moaned, bucking his hips and thrusting his cock deeper into the warmth of Spencer's mouth.

Spencer drew swirls along Derek's hips as his moved his mouth up and down the older man's cock. Now moaning along with Derek at how amazing he tasted, and felt as he felt his hand catching in his hair, hips raising. The most erotic moan erupted from Derek's lips as he reached his breaking point, hot fluid burst into Spencer's mouth which he eagerly sucked down.

Spencer slowly brought Derek down slowly and climbed back up to his mouth, giving three short kisses as Derek caught his breath. He curled into his shoulder, but when Spencer glanced into Derek's eyes, blown wide with passion, he knew that the night wasn't over yet. Derek grabbed Spencer's wrists rolling them both over so he was now stratling the younger man.

"We're not done yet Pretty Boy."