This idea came to mind one night when I should have been sleeping, but kept tossing and turning. It will contain a lot of sex, varying in intensity. If you don't like those types of stories, please don't read it. This is rated M for a reason and I won't put warnings out for every chapter.

Please review and thanks for reading! Xoxo

*Also, I will be finishing my other story – so don't worry*

(xxxxx)

Jennifer Jareau, Emily Prentiss, and Penelope Garcia stood around Derek Morgan's desk listening to him regale them with stories of his weekend 'sex'capades, as he referred to them. As usual Spencer sat quietly at his desk listening and feeling incredibly insecure.

The girls were laughing and making jokes, while Derek continued to throw out innuendoes. Typically, Spencer listened to conversations, rarely joining in anyway, but anytime the conversation turned to sex he really tried to become invisible.

"Reid, come on man. Back me up here. Sex is way better than oral," Derek called, interrupting Spencer's thoughts.

"Huh?" he said looking towards the group staring at him.

"The girls think oral is better, but I disagree. I think sex is way better. It's more intimate and you both are being pleasured," Derek explained.

"No way! Half the guys I've ever been with it's like a race to the finish line for themselves. They don't care if I orgasm. They only care if they do and God forbid they don't finish for some reason. They become complete assholes," Emily said as Penelope nodded.

"You are just sleeping with the wrong men. You chose assholes. If you'd find someone like me, it would be a way better experience," Derek said.

"I'm telling you, oral is immensely better. It's all about you and your pleasure," Emily insisted, as J.J. and Penelope nodded this time.

"Reid, any time now," Derek said looking to his friend.

"To each their own," he said standing up. "I'm going to go get some more coffee. Anyone want any?"

They shook their heads no and went back to the conversation. Spencer sulked off to the kitchen where he began pouring himself a cup of coffee. He was so zoned out in thought he didn't hear Emily following him.

"You ok?"

Spencer jumped a bit, but gave her a smile.

"Oh … uh … yea, I'm fine," he said as he poured way too much sugar into his drink.

"You know you don't have to feel pressured to share your encounters. Derek thinks because he's vocal about it, everyone should be," she said with a smile.

Spencer nodded, but didn't look at Emily. He continued stirring his coffee, even though it was more than sufficiently stirred. Emily frowned.

"Spence, talk to me. What's going on?" she asked concerned.

"Nothing, I'm fine," he said again.

"I am not just a profiler, but your best friend. I can clearly see that something is upsetting you. You can talk to me. I won't tell anyone," she assured him.

She could see him considering her words. He seemed to debate whether or not to be honest with her. He opened his mouth, then closed it again. He stared at his drink before taking a deep breath.

"I don't really understand what Morgan is saying," he said softly.

"What do you mean?" Emily said furrowing her brow in confusion.

Spencer seemed to grow agitated and embarrassed.

"Emily, I don't join those conversations because I don't have anything to share," he said glancing at her before looking back down at his drink.

"I told you, you don't have to feel pressured to share," she started.

"No, it's not that I don't want to share, it's that I can't share because I don't have anything to share," he said trying not to come right out and say the truth.

Emily considered his words. It hit her what he meant and her eyes widened a bit in surprise.

"Are you still a virgin?" she asked quietly.

"No. I had sex before. I just haven't since then and it was a long time ago and it was awkward and horrible and not at all like the stories Morgan shares," Spencer said as he ran his fingers through his newly cut short hair.

"First of all, nobody has stories like Morgan," Emily said with a hint of humor. "Second, there's nothing to be ashamed of."

"Of course, there is!" he said raising his voice. He looked around and dropped his tone. "I don't have a clue what I am doing and so I avoid it. It's why nobody wants to date me. Lila tried, Austen tried, and a few others, but I can't go through with it. I'm just a bumbling, clueless idiot," he said as he plopped down into a chair.

Emily sighed and sat down across from him.

"Spencer, nobody is born knowing how to have sex. It's just something you learn the more you practice and it's different with everyone. As you can see from our debate, some people like sex, some like oral. It's supposed to be fun," she said.

"How can I have fun when I'm terrified of making myself look like a fool?" he said angrily.

"You just need to practice, Spence. Eventually you will find what works for you and you'll feel more confident," Emily assured him.

"And where exactly am I going to practice this? It's not like any girls are knocking down my door," he grumbled.

"You would have girls knocking down your door if you weren't hiding all the time. You have no idea how gorgeous you are. You know Derek teases you about being a pretty boy because you look like a model?" Spencer made a face. "I'm serious. You just think everyone sees this nerdy FBI agent, but that's only because you put that persona out there.

If you knew how many girls check you out, but move on when you show no sign of interest, you'd be shocked. You are brilliant and beautiful and you have the greatest heart. Any woman would be lucky to have you. You just need to start believing that," Emily said.

Spencer thought through her words.

"I just … I don't know how I'll ever get past the fact that at 29 year's old, I have no understanding of sex other than what's taught in books," he said sadly.

"You just need different books," Emily teased.

Spencer gave her a half smile and looked back down at his shoes. Emily wanted so badly to help him. To make him feel more confident and relaxed about sex. Suddenly, she got an idea. It seemed a bit crazy, but she truly thought it might help.

"I have an idea, but you need to hear me out before you say anything," she said.

"Ok."

"What if you had a way to learn about sex in a safe environment with no judgement or humiliation?" Emily asked.

Spencer looked at her thoughtfully.

"That would be great, but how?" he said confused.

"What if I teach you?" she said throwing up her hand to stop him. "It'll be between us only, no one ever knows or finds out. We could meet maybe twice a week, when we can and I'll teach you everything I know. This way, you'll feel properly equipped to deal with women and I'll get the added bonus of sex with a safe partner."

Spencer's jaw was dropped and he seemed unsure what to say. She could see the wheels turning in his head.

"This is not a trick. I am not setting you up to embarrass you. I genuinely want to help you and I think this is a beneficial relationship for us both. If you say no, I'm not going to be offended and I promise that either way this conversation is between us only," Emily explained.

Spencer chewed on his lip nervously. His converse sneaker bouncing as he let her words sink in. He looked at her and she could tell he was looking for sincerity in her eyes. That this was not a joke. Emily stared back at him seriously.

"Ok, I guess it's worth a try," he finally said meekly.

"If you don't like it, if you feel uncomfortable, if for whatever reason you have that you want to stop this arrangement then we do. No questions asked," she assured him.

He nodded his agreement.

"How about we start tonight? Come to my place around 8?" she said.

"Ok," he said nervously.

"Ok, well I'm going to go back. You should probably pour yourself another cup of coffee as that one is probably cold now," she said smiling.

Spencer watched her get up and walk out of the room as if nothing happened. As if he didn't just agree to have sex lessons with his co-worker. He stood up and scratched his neck worriedly. This was either going to be the greatest idea Emily ever had or the biggest mistake of Spencer's life.