Hey, I know it took me forever to post this but I was really friggen busy :P

This is just a one-shot and I know that practically everyone has done a virgin!Spencer fic but I really wanted to try my hand at it :D

So enjoy what my muse has created!

Disclaimer: I don't own these two characters nor do I own any part of Criminal Minds

Warning: This fic is rated M for sexual content and some language. It's basically pure slash, so get ready for some male-loving :)

Spencer sat cross-legged at the head of Derek's bed in nothing but a long sleeved button-up blue shirt and with the position he was in, everything was covered. Derek sat across from him in a similar position in only boxers. The older had a hand stretched out and resting on Spencer's knee, making calming circles.

Spencer was trying hard to get his breathing under control, he really was, but it was proving more difficult than the genius had thought.

They had been so close, so close.

"I-I'm sorry." Spencer stuttered.

"Nothing to be sorry for, babe."

Spencer bit his lip. "I'm just so nervous."

Derek nodded. "We all are our first time."

"You probably weren't." Spencer mumbled.

"Yes, I was."

"Yeah." Spencer sighed. "But you probably didn't practically fumble your way into someone's pants just to have a panic attack when they tried to touch you."

"No, I can't say I did. But baby, it's different for everyone."

"Yeah, but for me everything's different. There's nothing normal about me besides my anatomy."

"Pretty boy-"

"I just don't know if I can do it without freaking out again." Spencer sighed.

"Maybe…" Derek began and then trailed off as if he' decided not to say it. After a moment he seemed to rethink it. "Maybe you shouldn't be doing this with me. Maybe you should wait and-"

"What, no!" Spencer grabbed Derek's hand and put it against his own heart. "I don't want to do this with anyone but you. You feel that? Those are for you. No one else." Spencer looked away from Derek's gaze. "Don't you want me?" He asked quietly.

Derek's eyes widened. "Oh god, baby. Of course I want you. And being the first one to touch you or make love to you is just that much more amazing, but I don't want to scare or hurt you. Maybe if we just waited a little longer-"

Spencer groaned. "No, I don't want to wait. I've been waiting to do this since puberty and I've never met anyone like you. No, I don't want to go another day being a virgin." Spencer bit his lip.

It had been about four months ago when Derek had first asked Spencer out. They had been in the break room alone and Derek had mentioned a reading of Edgar Allen Poe at an art gallery. Spencer was more than happy to go with Derek, but had been completely unaware that it had been a date until Derek kissed him goodnight. The initial shock and awkward exchange had been surprising to both of them, but Spencer threw caution to the wind and had kissed him back. Rather vigorously.

It had been two weeks later, on their fourth date that they had been making out on Derek's couch. Spencer had slid into Derek's lap, making the older of the two moan. After another minute or so Derek had tried advancing the situation and, much to his surprise, found a very scared and cautious Spencer had replaced the sex kitten he'd just had rolling their hips together. It had been then that Spencer had confessed his total lack of any sexual relation.

"Look, baby. I really want to do this. But I will not let you do anything you don't want."

"I want this too. So bad."

"I'm sorry if I scared you before."

Spencer shrugged. "It's alright. Can we try again?"

Derek nodded. "Yeah," He leaned in and heard Spencer's breath catch before pressing their lips together. He let their mouths mold together and Spencer sighed as he relaxed into it.

"Can I try touching you again?" Derek breathed.

Spencer opened his eyes and nodded slowly, keeping his eyes on Derek's as he felt the hand move from his heart to slide slowly downwards.

Spencer's lip trembled the lower Derek's hand went and he tried to bite it to a stop. His eyes never left Derek's not even when he grabbed Derek's arm as soon as he reached his lower abdomen.

"Stop for a sec." He breathed and Derek just stared back, with a calming look.

"I'm not doing anything you don't want yet, pretty boy. Tell me when."

Spencer took a slow breath and then nodded.

"Okay, go."

Spencer felt Derek's hand slide lower and clasped his hands around Derek's neck. At the initial touch of Derek's hand Spencer groaned deep in his throat. He was fully hard before Derek's hand even started moving.

"Oh god," He breathed as the older man's thumb swiped over the head of his cock.

"Feel good, baby?"

"Mmm," Spencer hummed closing his eyes.

"So beautiful," Derek whispered. "I can't believe I'm the first one to do this."

Spencer smiled slightly, keeping his eyes shut. "I'm glad it's you." He murmured.

Derek began a rhythmic motion up and down Spencer's shaft keeping his other hand steadied on his side. Spencer's breath soon became labored and Derek could see tiny beads of sweat on his forehead and upper lip. Derek leaned in and licked the salty liquid from Spencer's mouth and as he got closer he could hear high-pitched keens in the back of Spencer's throat.

Derek soon pulled back and looked at Spencer questioningly.

"Do you still want to do this?"

Spencer nodded.

"Do you want to do it now?"

Spencer seemed to think about it for a second. On the one hand, this felt a hundred times better than when he did it himself. On the other, he knew he might back out if he let himself orgasm right then.

"Okay,"

Derek slowly undid each of Spencer's buttons before pushing the fabric from his shoulders and tossing it on the ground. Derek was gentle in laying Spencer back so his head was resting against the pillows and just gazed at him for a while, making Spencer blush.

"You're so perfect,"

Spencer's eyelids fluttered and his blush deepened. "Thank you," He said quietly.

Derek stared for a little while longer before reaching over to the nightstand and grabbing the lube there.

"I know you haven't had sex before but have you ever… you know, like, fingered yourself?"

Spencer shifted slightly. "Yeah, well, I mean I tried, but it wasn't really satisfying." Spencer looked frustrated for a moment. "It felt weird and invasive and I don't know… Maybe I wasn't doing it right but… I mean I know the basic anatomy and I should've been able to find my prostate but I just… It just didn't…" Spencer trailed off and looked a little hopeless.

Derek thought briefly of Spencer fingering himself and had to physically force himself not to moan. "It's alright, baby. I'll make it feel good."

Spencer bit his lip and his eyes grew uncertain. "But what if… what if I'm just some sort of freak… What if I couldn't find it because I don't have the proper nerve endings or I just don't have one at all?"

Derek smiled comfortingly. "You're not a freak. And you of all people should know that that's not exactly likely."

"But I'm already so different-"

"Baby, there is nothing wrong with you. And even in the highly unlikely case that maybe you are a little different down there; it'll still feel good. The g-spot isn't the only thing that feels good about penetrative sex."

Spencer nodded. "I know I just…" He stopped at Derek's look of concern. "Okay, I trust you."

"Alright," Derek flipped the cap of the lube open and put a large amount on his fingers. "Deep breaths, oaky pretty boy? It's going to sting and feel weird at first but it'll feel good once you relax I promise."

Spencer nodded. "Kiss me first?"

"Always," Derek smiled before leaning in and giving Spencer a deep and sensual kiss. He let his finger find Spencer's entrance while the younger was occupied and he heard the sharp intake of breath as the cold liquid hit the sensitive skin.

"I'm going to start now, okay?" He breathed and Spencer nodded.

Slowly and hesitantly Derek worked his finger in until it was up to the first knuckle. Spencer's nose scrunched up and he winced slightly.

"You okay?"

Spencer let out a slow breath. "It only hurts a little. It mostly feels alien and unwelcome."

"Want me to stop?"

"No, keep going."

Derek worked the rest of his first finger in before checking with Spencer.

"It's not as bad as I thought. It hardly hurts."

Derek smiled slightly, but it was somewhat apologetic. "This is the easy part, it's going to hurt more with the next finger."

"It's fine, I'll be fine."

Derek nodded and worked the first two knuckles of his next finger in slowly and Spencer gasped.

"Ow," He said softly, wincing.

"Tell me stop and I will,"

Spencer shook his head. "It burns," He whined slightly and Derek heard his breath quicken.

"Slow down, baby. Deep breathes. Calm. You need to relax."

Spencer nodded but screwed his eyes up tight. Derek went snail slow and moved until both of his fingers were securely inside Spencer. He moved them slowly in and out to get him used to the friction.

Spencer but his lip and breathed harshly through his nose. "It gets better right?"

"It gets way better, trust me."

"I do,"

"Is it still burning?"

"Not really, but it still feels funny."

"Can I try another finger?"

Spencer thought for a moment before agreeing and Derek had barely gotten the first knuckle in when he heard Spencer sob. He glanced up quickly to see Spencer try to turn his head so he couldn't see the tears in his eyes.

"Babe?"

"I'm fine," Spencer choked.

"No, you're not. Do you need me to stop?"

Even thought the tears began spilling over Spencer shook his head. "No," He sniffled. "It's not just the hurt, it's emotionally daunting as well."

Derek tried not to feel the lump rise in his throat. "If you don't want this I'm going to stop-"

"No, no I want it." Spencer smiled at him through teary eyes. "I never thought I'd be one to cry my first time." He wiped at his eyes briefly. "I'm just stressed, but I'll be fine. Keep going."

Derek hesitated a moment more, making sure that Spencer was serious before moving slowly again, keeping his eyes on Spencer, who had his eyes shut softly and was breathing deeply.

Once all three fingers were all the way in, Derek resumed his in and out motions.

"It stopped burning," Spencer sighed. "Still feels funny though,"

"What if I do this?" Derek asked and twisted his fingers just so.

Spencer's back immediately arched off the bed and he gasped.

"Oh god!" He panted. "Do it again!"

Derek complied and Spencer let out a groan.

"Still worried about being different?"

"So good!" Spencer moaned, running his fingers through his hair and closing his eyes.

Derek had to look away so he wouldn't ram into Spencer right then. The kid just looked so… debauched and loose and Derek could feel his cock jump at the sight. He began scissoring his fingers to continue to stretch the genius and kept the pads of his fingers rubbing against the sweet spot over and over.

"Nnn! Mmm! Oh! Aahh!"

Derek's jaw was literally hanging as he listened to the most inappropriate noises he had ever heard escape the lips of the lithe man sprawled spread legged in front of him.

"You're going to be the death of me, babe." Derek chided.

Spencer grinned. "Can we try the real thing now?"

Derek gulped and nodded. He sat back and removed his boxers before opening the lube again. He slicked up quickly, biting his lip at the contact. He aligned himself at Spencer's entrance and then looked into the others eyes.

"Are you ready?"

"Yes," Spencer breathed.

"You sure? I don't want you to regret this or feel pressured."

"I won't, I don't, and I am." Spencer smiled.

Derek smiled too before letting himself sink slowly into the pleasure of Spencer's heat. Once fully seated he glanced back up.

Spencer was looking at him through half-lidded eyes and there was excitement lying behind them.

"I'm not a virgin anymore." He smiled wide.

"No, baby. You're all mine now." Derek leaned in to kiss the already swollen lips. "Every." Kiss. "Last." Kiss. "Inch." Kiss.

"All yours." Spencer repeated, almost to himself.

Derek began moving slowly and steadily and Spencer could do little but keen. It felt so good. Better than anything.

"I'm so happy right now," Spencer smiled as his breathing increased. "It's overwhelming."

"I'm the luckiest man on this earth." Derek panted, cradling Spencer neck in his palm.

Spencer could do nothing but smile and let the feeling of Derek inside him take over. It was bliss. It was heaven. It was everything he wanted and so much more and suddenly the world was no longer filled with awful people who harm others for fun. It was filled with love and respect and kindness. It was filled with careful touches and shy glances. It was filled with Derek.

He was filled with Derek.

Spencer moaned and arched his back to get closer to the touch. He grabbed at Derek's biceps and steadied himself while he began moving his own hips; pushing upwards for every down movement of Derek's. The friction was unbelievable and Spencer latched his mouth onto Derek's neck, sucking hard.

Derek's groan was more guttural and made Spencer want to claw his back in passion, but they were moving slow, and the action seemed too wild at the moment, but Spencer definitely stored it in a small confinement of his mind to use later on.

Spencer sighed, the slow movements were peaceful and every thrust seemed to have want and desire mixed with hope and compassion. They were making love rather than having sex.

Making love.

Spencer grinned at the thought. That was exactly what it felt like. It felt like they were creating something. As if they were artists and they, together, were inventing something. And that thing was love.

Every nerve in Spencer's body seemed like it were in overdrive. Any caress of Derek's fingers or movements of Derek's torso were leaving burning trails that seemed to be etched into Spencer skin.

The younger let one of his hands move down to Derek's stomach and watched as the muscles there contracted rhythmically underneath it. He could feel the restrained power; the clench and unclench of each individual ab and the sight alone was enough to make Spencer sigh contentedly.

"Beautiful," He breathed.

"Nothing like you," Derek whispered and took Spencer's mouth with his own again.

Derek curved his back, changing the angle ever so slightly.

"Ahh!" Spencer cried into his mouth as he hit the sweet spot again. "OH! Right! There!" He gasped.

Derek rolled his hips harder into the small body and whimpered at how good it felt. With every thrust Spencer would shift deliciously and then clench around his member just so.

"Nnngghh!" Spencer moaned. "Holy shit!"

Derek grinned and just worked harder.

"Deeper." Spencer whined into Derek's ear and the older man was happy to comply.

"Like that?"

"Yeess!" Spencer hissed closing his eyes. "D-Derek, t-touch me!"

Derek wound a hand downwards and was ruthless as he rubbed and caressed Spencer's cock making the man beneath him writhe and cry out.

"So close!"

"Me too. I'm right there, pretty boy." Derek grunted.

"I-I… ah!" Spencer whimpered. "I… Fuck! Derek!"

Spencer's body seemed to tighten impossibly around Derek and he had to still all movements as his orgasm tore through him mercilessly.

"Spencer!" He shouted and simultaneously felt the hot seed of his pretty boy spill out between them in long, pearl-white ropes. Spencer back bowed as he was milked of everything and Derek literally had to catch himself as he felt the climax threaten to break him in two.

The two of them were panting, heaving messes as Derek rolled to the side. He reached over and grabbed a tissue, doing a half-assed but good enough job of cleaning them both off.

"So amazing," Derek breathed as he tossed the tissue aside. "So perfect."

Spencer sighed happily. "That was so good." He rolled until he was pressed against Derek's side. "You're so big!"

"Well, you're so damn tight. I thought I was going to lose it as soon as I entered you."

Spencer blushed. "That was perfect." He kissed his lovers chest. "Thank you." He murmured.

"I should be thanking you," Derek smiled but Spencer shook his head.

They lay for a long time in completely silence, both of them reliving the mind-numbing experience.

"Hey, baby?" Derek asked after a while.

"Yeah?"

Derek squeezed the young genius closer.

"Whether you're different or not, you're perfect to me."

Spencer blushed and gripped Derek's arm tightly as they both fell asleep, laying as lovers.

I hope you liked it guys! Hopefully I'll be posting another something-something in a few days :)

Let me know what you thought :D

Love always! Xoxoxo