Just for the record I am taking some liberties with Spencer Reid's past, just because I can and I think it makes everything work just a little bit better. Takes place during/after Elephants memory.

Spencer Reid didn't have a happy childhood. And Derek Morgan knew this. Of course Derek had no idea just how bad it had been. That is until Spencer's secrets slowly started to come out.

They were working a case and Hotch had told Spencer that he had to go help Derek. Of course this had upset Spencer but he tried his best not to worry too much about it. This wasn't personal. No matter how similar the situations were, Spencer was not the same as this kid. Not even when you considered all the similarities. Not even when you think about how they were treated. Spencer knew that they weren't the same, not even close but he couldn't help but notice the similarities.

Derek had been sifting though papers while Spencer was sifting through e-mail and junk on the computer. That lasted a good hour before Derek decided the silence was stifling. "Spence? What are you thinking about?"

Spencer kept his head down. "I was thinking about high school actually."

"High school? You mean that time in your life when you could out smart everyone even your teachers? Wait. That's every day." Derek joked.

Spencer nodded. "Sure. I guess."

Something was wrong. It didn't take a genius to figure that out. "Babe what's wrong?" Derek asked kneeling on the floor in front of the genius.

Spencer just shook his head. "There are a lot of things you don't know about me Derek. And as much as I want to tell you, a bigger part doesn't want to tell you. I'm scared that you'll leave if I do."

"Spence, that's why it's the past, your past made you who you are today, and I happen to like who you are very much. Babe, I'm not with you because of your past. I will be here no matter what happened back then." Derek told him. "Don't think for one minute what happened in your past will change what we have." Derek sat his hands on Spencer's hips.

"Slow Derek. I'm going to have to go slow. These are things I've never talked about." Spencer told him looking him in the eye.

"Slow." Derek agreed. "But not here. Tonight. Come to my room once we get done today."

The day went by uncharacteristically slowly. But when waiting for something, time ticks slower. Derek had barely taken off his badge and gun when there was a knock on the door. Derek opened the door and saw Spencer standing there his go bag in his hand. Derek reached out and grabbed the heavy bag. Spencer slowly followed Derek inside, shutting and locking the door behind him.

"Derek," Spencer started uncertainly. "I." Spencer faltered. He wasn't sure what to say.

Derek sat Spencer's bag down and turned to look at the younger man. The sadness he saw on his boyfriends face made his heart ache. "Baby what is it?"

Tears shone in Spencer's eyes. "I have so many horrible secrets." He whispered.

It broke Derek's heart to see Spencer so upset. Derek pulled Spencer to the bed and lay down with the young genius wrapped tight in his arms. Hopefully this would ease Spencer. "I don't know how to start." Spencer sighed, wrapping their legs together. Derek's embraces were tight and warm and soothing.

"From the beginning Spence. That's the best place to start." Derek whispered into the top of Spencer's head.

Spencer sighed; relieved he wouldn't actually have to face Derek to tell him anything. "Promise me something Derek."

"Anything pretty boy, anything."

"That you won't think any less of me." Spencer said looking up at Derek with his big brown eyes.

Derek's heart melted at the sight of those eyes looking so vulnerable. "Spence, I wouldn't judge by your past. And you know that."

"I know," Spencer said settling back into Derek's chest. "I just had to be sure."

Derek waited patiently. When Spencer was ready Derek would know everything. Which was what Derek thought he wanted, of course it was what he wanted. He wanted to know everything about Spencer, the good and the bad. Derek wanted to better understand the younger man, even if that meant having to endure his pain with him. He wanted to be there for Spencer in every way.

There was a long silence between the two before Spencer spoke. When he did finally speak it was in a small timid voice. "When I was a senior in high school, there was this really hot girl. And one day her best friend came up to me in the library and asked if I would meet the hot girl behind the bleachers on the football field." Spencer took a deep breath. "When I got there she was there. I thought it was my lucky day. She put her arm around my shoulders and led me to a blanket that was laid out. She told me to lie down, and I did. She kneeled beside me. She stroked my hair and chest and back. And then the football team, with all the cheerleaders came out. They stripped me naked and tied me to a goal post, all the while laughing about my obvious lack of body hair. I didn't get home until after midnight. My mother didn't even notice that I was gone. She was having one of her episodes." Spencer laughed. "Sometimes I wonder how I never went missing, or was kidnapped. I would have been the perfect target. I mean I could have been gone days before my mother noticed my disappearance."

"Spence, you can't be so hard on yourself. None of that was your fault. You were eleven at the time, and had a few dozen guys taking you down. How brave could they really have been if they had to take down an eleven year old in a group?" Derek asked, rubbing soothing circles on Spencer's back.

"I know. And for a while I didn't let it get to me. But then they started getting worse. Taking my clothes after gym, or stuffing me in my locker, or stealing my notes and books, or beating me up in groups. Before the incident it was only once in a while that I would get beat up or stuffed in a locker. But after that they were doing something to me every day. And at that point my mom was getting worse. She had gone off her medication, and was have panic attacks, hearing voices, and she could never remember what day it was or what time it was. Half the time she would hire babysitters who weren't particularly nice."

Derek sucked in a breath. "What do you mean they weren't particularly nice?"

"Some of them used me as a punching bag, the other ones were worse. The other ones had a fascination with how pretty I was. They liked to touch me. But they never penetrated me. They were smart in that sense. If they had penetrated me it would have been traceable. But them just touching, I couldn't even go to the police because they would never have believed me." Spencer clutched Derek's shirt. "I still have nightmares about it."

"Hey. How about we get some sleep. I think you've done enough telling for one night." Derek told him kissing the top of Spencer's head. "Get ready for bed. You can stay with me tonight."

Spencer screwed up his face in confusion. "Won't that be suspicious in the morning?"

"Babe, I don't care if it was written on my forehead in the morning. You're probably going to have nightmares tonight after having told me about what happened. You're going to need me. And I need to know that you are alright."

Derek got up and pulled his t-shirt up over his head. Spencer turned away and blushed. Of course Derek caught this. "Why are you blushing pretty boy?" This only made Spencer's blush deepen.

"Why are you changing in front of me?" Spencer muttered.

Derek laughed. "Why wouldn't I? Is it bad for my boyfriend to see me almost naked?"

By this point Spencer's blush was so deep that Derek thought it couldn't possible get any deeper. That is until Derek removed his pants. With Derek standing there in his boxers, he kept his eyes on Spencer. Who with the removal of Derek's pants had gotten incredibly flushed. Derek chuckled low in his throat. "Aren't you going to get ready for bed babe?"

Spencer stood and walked over to his go bag and grabbed a set of stripped pyjamas. Derek rolled his eyes. It wasn't the first time he had slept in the same bed a Spencer, but Spencer refused to let Derek see any of his body, and it frustrated the hell out of Derek.

Spencer scuttled off to the bathroom and changed quickly. When he emerged Derek was standing there with both of their tooth brushes. Gratefully Spencer took his. They brushed their teeth quickly. Derek had already crawled into bed and Spencer was just pulling back the blankets on his side of the bed. "Turn off the light." Spencer told Derek quietly.

A confused Derek did as he was told. Spencer looked at him quickly before swiftly removing his pyjama shirt and tossing it on the ground. So Spencer slid into the bed half naked for the first time in his life. The sheets were cold against his chest. Slowly he slid closer to Derek, who in turn wrapped his arms around the young genius. Spencer sighed contentedly. Who knew that bare chests could feel so good together?

Derek kissed the top of Spencer's head and whispered a soft good night.

Derek felt Spencer shifting his hips, "Uh Derek?"

"What's the matter pretty boy?"

"I have a problem." Spencer admitted embarrassed.

"You have a problem?" Derek asked coyly.

"Yeah, I don't know what to do." Spencer told him.

"Wait you don't know what to do?" Derek asked shocked. Sure he knew Spencer was innocent and all, but he figured at 26 the boy would have at least masturbated. "Spence, are you says that you have never touched yourself?"

"I have!" Spencer told him, and more timidly added, "Just not like that."

Derek was in complete shock. So maybe that was why after three months they still hadn't done anything sexual. "Can you teach me?" Spencer asked breathlessly.

Again Derek was in complete shock. How many people got to give their lover their first orgasm ever? Derek thought about asking but then thought better of asking. "You just have to," Derek didn't want to explain this. How on earth do you teach a genius something so sexually pleasing?

"Derek?" Spencer asked crawling up so their faces were only inches apart.

"Spence how about I just show you?"

Spencer nodded eagerly. Derek flipped on the lamp so they would have some light.

"Okay pretty boy let's get you out of those pyjama pants." Derek said slipping his fingers under the fabric, and tugging them off. Derek laughs at the sight of Spencer in briefs, than notices how prominent Spencer's 'problem' is. It's bigger then Derek would have expected, but still smaller then Derek's. Derek moves back for a moment just taking in how beautiful Spencer really is. The light brown hair that frames his face, the little bit of hair he has leading downward from his belly button, how strong his hip bones look. Oh his hips bones, they look like they were made to hold onto. Then Derek remembers what he's supposed to be teaching Spencer, and gets hard instantly.

Derek looks at Spencer who is looking up at him expectantly, kind of like he was saying 'well get on with it'. So Derek does. He touches himself through his boxers and groans when he sees Spencer's hand doing the same. Derek props himself up next to Spencer, so that they are both half laying half sitting on the bed. He strokes himself harshly through the fabric, and notices that Spencer is following his movements only gentler more tentative.

"Derek is this all we do?" Spencer asks, as if he isn't impressed with what he's doing.

"No pretty boy it gets better. Trust me."

Derek slides his free hand onto Spencer's chest and pinches his nipple, causing Spencer to arch into the action. Meanwhile Derek slid his hand into his boxers stroking the hard piece of flesh. Spence followed his lead and did the same, gripping the sheets with his free hand. Derek stopped his movements long enough to discard his boxers, and helped Spencer out of his briefs. They both went back to stroking themselves.

"You're so fucking hot!" Derek whispered harshly into Spencer's ear. The younger man was now flushed red all over his body.

"I'm hot Derek." Spencer complained lightly.

"How do you feel?"

"I feel really good." Spencer all but moaned as his hips bucked into his hand. Derek put his hand over Spencer's and prompted the younger man to move his hand faster with a stronger grip.

"Ugnnnnnn." Spencer tossed his head back, which prompted Derek to nibble on his neck and suck that spot just below his ear.

"Stop! Stop!" Derek stopped.

"What? Spence what's the matter?"

"I feel like I'm going to explode." Spencer said heatedly.

Derek chuckled before turning his attention back to Spencer's neck. "Trust me babe, you want to explode. You will feel so good." Derek started to move his hand with Spencer's again.

Spencer moaned loudly. Derek slicked his fingers up with his saliva and nudged Spencer's legs apart.

"Derek? What are you doing?"

"Do you trust me?"

"Of course I trust you. But that doesn't explain what you are doing."

Derek's finger circled around Spencer's opening before one digit slid slowly in. Spencer arched away from the intrusion. "Don't."

"Spence trust me this makes it even better." Spencer only nodded. Derek was probably right anyway. After all the man had a great deal more experience in these matters.

Derek moved his fingers in time with both is and Spencer's strokes. "Grip yourself a bit tighter." Spencer complied. Not that he had much choice, it just felt so good.

If there was a more beautiful sight Derek had yet to see it, but in the moments before Spencer's orgasm the young genius looked more amazing then anything Derek had ever seen. Derek watched the signs on Spencer's face and on his body. He watched as the younger man tensed, and his balls drew up, even felt how much the younger man clench down on his fingers.

"Spence, you look amazing." Derek whispered, speeding up the pace of his fingers. Spencer moaned even louder, as Derek hit that special place inside of him.

"Derek, I," Spencer couldn't make any coherent words come out.

Derek sucked hard on the spot just under Spencer's ear. And with a few more tugs of his cock, and pushes of Derek's fingers Spencer was screaming and spraying his load all over their chests.

Derek only had to watch the sight to be pushed over the edge.

Spencer lay trying to catch his breath. Derek gave him a quick kiss on the lips before withdrawing his fingers from Spencer and getting up to get a wash cloth.

Spencer was still panting when Derek came with a wet cloth and washed Spencer off.

"Derek? Is everything alright in there? I thought I heard screams?" JJ yelled through the door.

Derek had just barely finished washing Spencer off. "Get under the covers and pretend to be trying to get back to sleep from a nightmare." Derek whispered.

Quickly Derek donned a robe and answered the door, "Hey JJ."

"Is everything alright?"

"Oh Reid just had a nightmare. I said he could sleep in here tonight. Being around someone usually keeps them away."

"Oh." JJ nodded understanding. "I'll just go back to bed."

"Night JJ."

Derek went back to the bed, throwing the robe over a chair on his way. Spencer looked sleepily up at him. "So Spence? What did you think?"

"I think, that we are going to be spending a lot more time together naked." Spencer yawned.

Derek smiled crawling into the bed where Spencer was already snuggled in. "Come here you."

Spencer crawled into Derek's waiting arms happy to have the warmth.

The two fell asleep quickly.

The next morning the boys got ready and met JJ and Emily outside the hotel.

"Oh, somebody got laid!" Emily said to Spencer, who blushed profusely.

"Is it really the obvious?" He asked Derek after the girls were in one of the SUV's.

"Yeah babe, it really is. But it's just because you're inexperienced, and besides I kind of like your glow today."

"Perhaps it's time we tell them." Spencer said looking shyly at Derek through his think eyelashes.

"After this case Spence, after this case," Derek said wrapping his arm loosely around the young doctors shoulders, guiding him to the SUV.

so this is only the first chapter... and I only have a rough idea of what's going to happen next