Warning, some smut. I don't own Criminal Minds or any of the characters.


JJ rolled over, uncomfortable from something pressing into her lower back. Spencer lay next to her, still asleep. It was his unconscious arousal that had woken her.

She smiled, at the sight of him. Spencer looked so sweet when he was sleeping—almost childlike with his wavy bedhead and mouth slightly open. He was sweet, so much more so than Will. She couldn't get over how incredibly thoughtful he was, always putting others before himself. He hadn't even tried to make a move on her before they fell asleep—they had been laying together, in bed and JJ had been throwing herself at him. Instead of a typical male response, Spencer was thoughtful and gentle, making sure she knew what she was doing. She couldn't help but wonder if he was so thoughtful and generous in intimate moments of a relationship as well. JJ knew his current erection was a result of REM sleep, that it happens to every male, but she couldn't help but want to use the situation to her advantage.

Making sure he was asleep, JJ ran her hand up Spencer's shirt, feeling his smooth, bare chest against her hand. He didn't move—JJ decided to continue.

JJ let her hand slip lower-grazing the outside of the old sweatpants Spencer was wearing she gently traced the outline of his erection. Sliding her hand beneath the pajamas and into his boxer-briefs, she was pleasantly surprised at his size.

Using her thumb, JJ spread Spencer's precum over the head of his shaft. He shifted in his sleep, a happy sigh escaping his lips. She decided to continue-thinking was her only chance to show Spencer how serious she was about wanting to be with him.

JJ hooked her thumbs on the waistband of the sweatpants and his underwear, gently sliding them over his hips.

Slowly, she kissed down his stomach to his cock. Taking the tip of him into her mouth, JJ gently ran her tongue over the head.

Spencer did not appear to be awake, apart from subtle shifting, so JJ took his length into her mouth.

He began to stir, his eyes opening groggily. This time, unlike her kisses before bed, Spencer was not protesting. He did not speak, instead he looked down at JJ-a satisfied smile on his face.

JJ slowly kissed back up his thighs and stomach, returning to his lips. This time, Spencer did little to fight her advances, running his hands desperately down her back, letting them settle on her hips.

Silently, JJ placed her hands over his, sliding down the pair of pajama shorts he had selected from her closet earlier. She wanted him so badly, there was no way she could wait any longer.

JJ crawled on top of Spencer, without a word, she leaning forward to kiss him gently. Spencer returned her kiss passionately, slipping his tongue into her mouth. Slowly, she lowered herself onto him. Spencer gasped as her back arched, accommodating his length.

His hands were firmly guiding JJ's hips, and she happily allowed him to do so-setting their rhythm.

JJ began loudly moaning his name. She couldn't believe how good he was at this, as she had always assumed he was a virgin.

"Oh, y-yes, Spence, right there! O-oh you feel so—oh Spence!"

Soon he was calling her name as well, with a kind of urgency in his voice.

"Jay... come on, Jay…"

JJ felt herself shaking, her eyes opened and Spencer was looking at her, a concerned expression on his face.

"Are you okay?" he asked.

JJ looked at him with a perplexed expression as she nodded slowly.

"You started saying my name in your sleep," Spencer said softly, brushing a stray hair from her face. "Were you having a nightmare?"

JJ's jaw dropped-her face flushed a bright crimson. "Um, not exactly," she replied quietly. "You're still doing here? And um….in bed?"

Spencer sighed dejectedly. She didn't remember. He tried telling himself it was better this way. Even if she had meant it in the moment, now sober she surely considered Will and Henry.

"I'm sorry Jay, it's just—you asked me to stay. I—I knew it wasn't a good idea—but you were just so… I couldn't leave you alone like that."

JJ nodded, "So did we um…"

"Absolutely not," Spencer quickly interjected, deciding if she did not remember, it would be best to not tell her about their kiss.

JJ nodded, pressing her lips together firmly. She could have sworn she had at least kissed Spencer. In fact, she could almost clearly remember telling Spencer she wanted to leave Will for him. Wait—he'd promised they would talk about it in the morning—it must have been part of her dream, she decided. Spencer would never break a promise.

"I can… I can go," he offered, beginning to crawl out of bed.

"No," she replied, quickly and too eagerly, "we have to get up in an hour anyway, right?"

Spencer nodded, slowly lying back down.

"Just stay, really, it's fine. Actually it's really nice to have you here. Thank you again so much for last night—watching Henry. Taking care of me…"

"Absolutely JJ," Spencer replied, "you know I'd do anything for you."

She smiled, looking up at him. JJ wondered what he meant by that.

JJ laid her head back on the pillow, her arm settling loosely around Spencer's waist.

Spencer forced his eyes closed, smiling at her touch. He couldn't help but think how nice it was to fall asleep like this. He let his arm wrap around her shoulder, almost in a friendly embrace.

From his shallow breathing, JJ could tell that he was soon asleep again.

She laid there a moment, her eyes tracing the features of his face. JJ knew this was something she would want to be able to see, even if only in her mind, every night before falling asleep.


Thank you all so much for taking the time to read and review, it means so much. I definitely read and consider all of your reviews while writing, so keep them coming! - Chapter 4 is coming, it's about halfway written, if there is anything you'd like to see-be sure to leave comments in a review or private message :)