A/N: set right after the end of "VALHALLA". Special thanks to me beta, rascalflattsgurl43!

His eyes followed her as she left the room silently, and he was pretty sure that no one else had noticed her departure. Of course he had though; he'd been noticing her every move for weeks. It wasn't like him, really. Women didn't really catch his attention for long periods of time, usually because he never caught theirs. Her attention seemed to be on him, though; not that he would ever admit to having those thoughts. Why would someone like her take any interest in someone like him? It pulled on his heart a little, but he shook it off, glad Hotch had finally stopped talking. He slipped off the desk and headed out the doors that Emily had. He checked each room he passed, his hands finding their ways into his pockets.

Traveling down different hallways, a depressing thought settled in his chest that she had left, until he noticed one of the older conference room doors ajar. He slowly approached the door, pushing it open with his shoulder.

"Emily?" he said quietly, looking at her with concern as she sniffled and spun to face him.

Her face melted into more tears when she saw him, and much to his surprise, she walked towards him.

He stepped in and shut the door, only to flinch back against it when she wrapped her arms around his midsection. Hands balled into fists in his pockets. Reid took a moment to register her actions before carefully removing his hands and wrapping them around her shoulders.

She pressed her face against his shirt, more tears sliding down her cheeks. Unsure if he should speak, Reid settled for gently pressing his cheek against the top of her head and relaxing back against the door. He was never the rock in any of his previous friendships, but through the years here at the B.A.U., he'd seen many people comfort friends and family; and he could do that. That's what Emily was; a friend and a family member, with the potential to be so much more. No, there was no potential, because Reid knew. He knew she was leaving them, leaving him. He knew that no one he loved was permanent, so he denied himself the thoughts of potential. Nothing in Spencer Reid's life had potential.

"I'm sorry, Spencer," she mumbled against his chest, as if she'd read his thoughts.

He didn't move or respond, afraid to ruin the moment even though he knew it had come to an end. He felt her grip on him loosen, and he eased back to stand up straight. Much to his surprise, her arms slid back just enough for her to place her palms against his chest. He looked down at them, swallowed roughly, and then looked her in the eyes.

"I really am, Spencer. You deserve someone who can be everything you need and want, and then some. Under different circumstances, maybe I could have been that someone; but I'm only going to hurt you." She trailed off towards the end, her fists tightening in the fabric of his shirt. She looked at his face then, smiling slightly when she saw the wide, innocent, childlike eyes that looked back at her. She couldn't stop her fingers from brushing a piece of his curly hair off his forehead.

"You can be that someone Emily," he whispered in that innocent, broken, convincing voice that Reid had used with Unsubs on occasion. She shook her head, smiling sadly when she saw his face crumble. "Yes, you can. All you have to do is tell me- us, the team, the truth. Let us help you, let us save you. Then we can move past this and we can be together," he said, his hopeful voice almost breaking her.

If only it was that easy, but she wouldn't jeopardize the only true friends and family she'd ever had. She was shocked when Reid's large hands found their way to her sides. She hated how it made her heart beat faster.

"Everyone I ever loved, left. My dad, Elle, Gideon, J.J.; you can't leave, Emily," he spoke, even though she knew he was aware it wasn't going to do any good. "Now with these headaches," he swallowed thickly, "I don't know how much more time I'm going to have to experience things like this."

"Hey, Spencer. Don't say things like that, you're going to be okay," she answered honestly, her eyes running over ever crevice of his face, memorizing the details. "And one day, Reid, someone is going to see how amazing and special you are, and they are going to remind you every day. They are going to make you feel as great as you are, you have to trust me on that."

His eyes fell to the floor between them, and she couldn't tell if he believed her. She knew he heard her though, and that would have to be enough.

"I need you to do me a favor, though. I need to leave here, to protect you guys. I might be able to stop this, Reid. Before it escalates anymore."

He looked up at her again, and all she saw in his big, expressive eyes was betrayal. Betrayal that she instilled there, adding to his inner pain. That was the last thing she wanted to do, but she'd rather him hurt and alive then dead.

"Don't tell them I've left, give me fifteen minutes. Then go back to the others and say you looked for me, but couldn't find me. Say you saw me leave during the profile. Can you do that for me, Reid?"

He didn't respond right away, and she gave him a minute to think. She had a feeling that even with a head start and a destination already in mind, that the team wouldn't be far behind her. She knew Reid would follow her orders, until things got messy. It wasn't that she didn't trust him, it was that she did trust him. She trusted him to keep his promise to always protect her.

"Okay," he whispered brokenly, yet keeping his promise to always be loyal.

She reached up without thinking, pressing a careful kiss to his lips. His head jerked, but he didn't pull away.

"Thank you," she said honestly, stepping back from him before she lost the nerve to leave.

He moved to unblock her way out, and she moved for the door. She turned and looked at him in the open door way. She saw him standing there, head bowed, hands buried in his pockets. He looked so much like he did the first day she met him; yet he'd changed and transformed into a completely different man. Seeing him standing there now though, broken, sad, insecure, in pain reminded her that he was still the same Spencer she remembered. Every time he was able to make progress, the events life threw his way took back all of the good things he'd managed to do for himself.

"And Spencer," she said, waiting for him to look up before continuing, "Maybe when this is all over, I can try to be that someone." She wasn't sure why she said it, because she knew the chances of her ever seeing him again were unlikely. She needed to say it though, just to see that light of hope flicker across his face and light up a tiny smile on his thin lips. It was selfish, she knew, but she smiled back anyway before she turned and left the room.