AN: here is the rainbow as promised :) XOXO Lizzie

I own nothing but CBS does!

As soon as Derek saw Penelope leave he panicked. He felt terrible for acting the way he did. He was also raging with jealousy. Who was this Steve guy she just left with? Did she do that just to get back at him? Why did he get to spend the night with HIS Baby girl? Did he really like Pen or was he just going to use her? If anything bad came out of them leaving together Derek would never forgive himself.

"So?" skanky Barbie asked him looking annoyed

"So what?" he asked completely lost, he had not listened to a word she said since they got back to the bar.

"So do you wanna come back to my place?" she said moving closer to him and placing her hands on his chest

"Oh" just then Derek realized he completely hated this woman. She had been a bitch to his best friend and even worse he didn't stop her. "no."

"Are you still thinking about that girl" she put a disgusted emphasis on the word girl "because baby I can so much more for you than she can"

"No actually you can't." he said taking her hands off of him "look she is no girl she is one thousand times the woman you'll ever be."

"Well she left, seems like she's going to be a woman with somebody else tonight" she said in a huff as she walked off

Derek paid the bartender and ran out of the bar. He couldn't let Pen do it. He knew she left with Steve probably just to get back at him. She wasn't like that, when she did something she gave her all, her whole heart. He knew if he didn't try to stop her she would end up miserable.

Even though Steve seemed really nice and completely into her, her mind was still with Derek. He had achieved his goal of letting her know he was done with her.

"Point taken Hot Stuff thank you for wasting my all that time pretending to be my friend." Pen mumbled to herself as she walked into her apartment.

"I don't know why I wasted so much time on him! Jeeze Pen you are an idiot! Men are scum, they're all the same. You of all people should know that by now." at the moment she had nothing else to say she just screamed into a pillow as she collapsed onto her bed.

After a few minutes of laying there she decided it was probably a good idea to get ready for bed and just sleep. Sleep always made her feel better and fresh. She needed music while she changed and washed her face so she put on her empowerment playlist. It was a playlist full of happy uplifting songs with great beats that made her feel wonderful. It helped her clear her mind and get back to herself when she was upset.

Just as the music started she heard her stomach growl. She had forgotten to eat dinner and now she was starving. "Pizza!" she exclaimed going to the kitchen and putting a frozen pizza in the toaster oven. She went back to her bedroom and turned on her computer, she also had forgotten to check her email that day. She checked everything she needed to, worked a little on a new program she was writing and then started to change. She put on a pair of gray men's sweat pants she had bought awhile ago.

Just then she smelt something burning "Crap crap crap!" she yelled running to the kitchen "apparently this cooks for less time then I thought" The pizza was burnt and the cheese had melted over the sides onto the bottom of the oven creating a black smoky mess. "I guess this means pasta" Penelope said putting on a pot of water. She was walking back to her room to put on a shirt and wait for the water to boil when her favorite song came on Oh My! By Hailey Rinehart. Instead of walking she danced her way back to her bedroom. A smile growing on her face.

Her long lost confidence and empowerment from before was being restored with every passing minute. As she danced around her apartment in her hot pink lacey bra and sweat pants, blond curls down and loose she realized that she really had never felt sexier. Wearing outfits like she did tonight made her feel more self conscious than sexy. She continued to dance around feeling sexy and happy. Shaking everything from her butt to her hair and loving every second. She was so wrapped up in the music she didn't even hear the door open.

Derek came to fix things with Pen, to apologize for not defending her against the woman from the club but mostly for being a jealous jerk. He planned out everything he was going to say to make things right and to let Penelope know how he really felt. It was now or never, tonight was the night. He had never been more nervous in his life. He walked into her apartment fully intending to sit her down and tell her everything he wanted to say before she could even speak or question what was going on. His whole plan was shattered to pieces when he opened the door and saw her dancing. It was a sight that almost took his breath away. Penelope was pretty shy when it came to her body, he rarely saw her in a tank top never mind just a bra. He had to admit it was a sight he would like to see more often. He didn't think there was any way that she could have been sexier than she was already but the minute he walked into that apartment he was proved wrong. He forgot everything he was going to say as he admired her soft curves and the way she moved with the music seemingly completely lost in her own world.

"Get out!" Derek heard her almost growl as she turned to face him

"We need to talk" he regretted asking this but he knew if she remained topless he would get overwhelmingly distracted "can you please put a shirt on"

"I'm not worried, you're a man, you have eyes"

"Yes which is why you need to put a shirt on"

"Why because I'm not as skinny as all of your stupid one night stands? Well guess what this is my house and if I don't want to wear a shirt I'm not going to. If you don't like it you can leave" she said walking towards the door "I'm done Derek, I mean it! I'm sick and tired of comparing myself to all of the beautiful women you date. Their dresses are so small I'm pretty sure they buy them at the baby gap and I couldn't even fit one of my thighs in there never mind my whole body."

Pen was letting out all of her pent up emotions that had been building up for a while, she hadn't planned on yelling at him like this but the words just kept coming out. Everything she had wanted to say for a while.

"When Kevin left I told myself I wasn't going to let other people get to me, that I would be my own woman. Do you know how hard it is to have a best friend that looks like you? It's like walking around with an Abercrombie and Fitch model, which is not as fun as it sounds. I know people are always starring and wondering what you're doing with me. I wonder myself half the time. And all the sweet things you say to me, why do you do that? Why do you say you love me? So I'll fall for you just to be crushed when I see you going home with yet another woman that's not me? From now on I am one hundred percent done. I'm done wishing I looked like those woman hoping that maybe then you'll notice me because you know what I don't want to look like them. I realized tonight I love the way I look. And if you're not going to notice me the way I am then you never will. Even when that skank called me a cow and you didn't say anything I didn't mind. I know where we stand now, and the fact that you don't want to be friends anymore is fine. I don't need anyone else to love me or accept me. I don't mind if you- " Penelope could have gone on and she was going to but she was cut short when she felt herself being gently pushed against the door, Derek's body pressed onto hers and then his lips crashing onto hers. She was pinned between the door and Derek, not a bad place to be. Just as she started to think, respond, or anything it was over.

"I knew that would shut you up" he said grinning pulling back a bit and looking into her confused eyes

Penelope tried to say something; anything but her brain was mush. All that came out were jumbled syllables of confusion. Morgan put a finger to her lips to stop her "shhh" he said, Pen just nodded.

"It's wonderful that you have realized all these things, but contrary to all you think, I do notice you. Every day, every time I'm near you I notice something new and amazing. You don't look like those girls I go out with which is why I go out with them. No one can even come close to you so why try? Even if I did find someone with a body like yours I would constantly be comparing them to you. So I go after the girls that are your polar opposite, and I still compare them to you. I know it's not fun walking around with someone that people are always staring at but honey if they are looking at anyone it's you. When you walk into a room it immediately lights up. The minute you open your mouth and say all the crazy wonderful things you do people are drawn to you. I'm sorry for being such an ass tonight but when I saw you with that guy it drove me crazy. I was pissed, I knew things have been weird between us lately but I just thought it was because you realized how I felt for you and didn't feel the same way. "

"Derek I-" She was still pinned against the door but she didn't mind, she wanted to let Derek know that she never knew he felt like that. He didn't let her say another word until he was done; he needed to get it all out there

"Still my turn" he got another nod from Pen "Those girls tonight, and any other night, mean nothing they were honestly just a distraction from you. Because the minute I saw you that day in the bullpen I knew I needed to talk to you, be near you. Then when you became such a permanent fixture in my life I didn't want to push anything or ruin it. You honey are the reason I get out of bed in the morning, the reason I haven't thrown in the towel and every day I fall for you more and more. You are the strangest most unique gorgeous woman I've ever met and I love you Penelope"

Pen just stood there for a second completely overwhelmed "is it my turn?" she asked innocently

Derek chuckled "yes" he said with a nod. Pen threw her arms around his neck and pulled him closer, if that was even possible, and kissed him. She knew right then that Derek was her one and only, she never felt this way when she had kissed any of her past boyfriends. She could feel all his love in that kiss and she never want it to end.

"I love you Hot stuff" she whispered as they pulled their lips apart, resting their foreheads against one another's

"I love you too Baby Girl"

"To infinity and beyond?" she asked He pulled his head back to look straight into her eyes, she had a beautifully innocent wide eyed look on her face

Again he chuckled "to infinity and beyond" he confirmed

more fluffy goodness to come ;)