A/N: Poor Amelia! I feel so bad for her, it's a good thing Spencer is so good to her. I hope you enjoy the next installment.

Disclaimer: I do not own Criminal Minds


"Breathe, just breathe," Amelia chanted in her mind as she felt herself beginning to hyperventilate. She had arrived to the lecture room early and had taken a seat at the side of the room when it was still fairly empty, but now the class was about to begin and the seats were filling rapidly. Amelia could feel perspiration starting to gather at her brow and she shifted uneasily as she surveyed the crowd. The lights began to dim and the professor walked in and turned on the screen at the front of the room; his lecture notes loomed on the large screen.

Dr. Russo started his lecture and Amelia tried to push aside her panic and concentrate on how Julius Caesar's murder impacted the military advances along the Roman borders. Normally, this was Amelia's favorite class, but today it felt like the professor droned on and on, oblivious to Amelia's distress in the 4th row. Amelia shifted uncomfortably in the hard plastic seat, the concrete walls seemed to be closing in on her and it was getting harder to breath. The minutes passed with agonizing slowness and Amelia tried her best to ignore the increasingly blurry faces around her that seemed to swirl in a psychedelic swirl of color that made her feel queasy. An hour finally passed and the lecture hall's fluorescent lights brightened. Amelia let out a deep breath that she hadn't realized she had been holding when her surroundings came back into focus as the last person walked out of the room.

"That wasn't so bad, I can do this," Amelia muttered and stood to collect her laptop and bright, cherry red backpack. She made her way out of the room and down the hall to the theatre where her next lecture was set to begin in thirty minutes. This time she took a seat in the very back of the room in an effort to put more distance between herself and the crowds, but the room itself made her nervous. The last room had held approximately 200 people, this room held closer to 500 and Amelia could feel the panic rebuilding as the other students filed in.

"Mind if I sit here?"

Amelia stifled a scream and jumped up out of her seat as a cute guy in a hoodie started to apologize for startling her.

"No, no…..no….it's not you. Sorry, I...I have to go." Amelia grabbed her bag with sweaty hands, brushed passed the puzzled looking guy, and bolted out the open doors into the window lined hallway. She ignored the wary looks that people shot her way as she quickly limped down the hallway and out into the cold sunshine.

"I can't do this…I can't." She ran awkwardly in her air cast the entire way to the metro station, ignoring the screaming pain in her ankle, and hurried into the subway car just before the doors closed. Picking a seat against the wall of the car she sat down uneasily. Amelia caught a glimpse of her reflection in the window, no wonder people were staring, she looked like a crazy person with her wide eyes, frazzled hair, and disordered clothing. Amelia ignored the curious looks from the other passengers and focused on breathing. Finally, the station she was waiting for came into view.

Amelia pushed past the other passengers and hurried up the stairs to the street and then continued all the way to the entrance of the FBI headquarters.

"Hi, Ned," Amelia shifted nervously from foot to foot in front of the security guard at the entrance.

"Hello Ms. Brooke. It's nice to see you. Here's your badge."

Amelia quickly thanked him and rushed to the elevators where she paused with indecision. The elevator was too small, too enclosed…too similar to the concrete cell where she was held. A sign with the symbol of a staircase caught Amelia's eye and she headed towards it.

A sudden crashing sound caused Spencer to look up from his desk, "Did you hear that?"

"Yeah, I did," Emily replied with a puzzled look from her desk, "I wonder who's in the big hurry?"

Just then Amelia burst into view, looking like a wreck, and apologizing over her should to someone she had apparently knocked over. Spencer pushed back from his desk with a worried frown and held his arms out for Amelia. She rushed into them and immediately burst into tears. People started to stare so Spencer gently guided Amelia upstairs to the conference room, where not so long ago he had been furiously working to find her.

Spencer helped Amelia to sit down in one of the black, padded chairs around the oval table and crouched down in front of her. He gently took her freezing, stiff hands into his and tried to warm them up.

"I…" hic, "I'm sorry, that I…" hic, "just stormed in here, with…without," hic, "any notice. I…I just couldn't handle it." Amelia's breathing started to slow with Spencer's calming presence soothing her, but the tears continued to pool in her eyes and she avoided his gaze, "The walls started to close in on me, and then another student…he…he just wanted to sit beside me! But, I couldn't…and I…and I…I just didn't know what to do. Panic overwhelmed me, it felt like I was being yanked back into that cell." Amelia jerked her hands away from Spencer's and buried her face in them, shaking all over.

"Hey, it's okay. You made it through one lecture, that's progress. No one expects you to act as though nothing happened. Traumatic events can take weeks, months or even years to overcome. You are doing so well, give yourself some credit. You are trying to resume your normal routine and not hiding in the apartment. Take it slow, no one is judging you."

Amelia slid out of the chair and sat on the floor so that Spencer could wrap his arms around her. She pulled his arms around her like a shield, arms that could protect her from the outside world. Right here, right now, she was safe in Spencer's arms. Minutes passed until Amelia's body began to sag in relief and she felt the tension drain out of her.

"Thank you Spence," Amelia quietly said into his shoulder as exhaustion filled her, "I think I'm better now."

"Are you sure? I don't mind holding you a bit longer. I never realized how comfortable the floor of the conference could be," Spencer tried to tease.

Amelia looked around in confusion, "The floor..? Oh! I didn't even notice where we were. We must look so silly, it's a good thing no one can see us right now."

Spencer grinned, "I'm sure at least Penelope is hovering near the door right now. They all love you too, you know. Would you like me to take you home? I'm sure Hotch won't mind if I head home a little early, I could take a couple files with me if necessary."

"No, don't do that. You've already missed so much work, they need you too. Would they mind if I stick around for the afternoon and work in a corner?" Amelia covered up a yawn.

"Yeah, I'm sure that would be fine. Would you like to lie down for a bit? There are a few free couches in the offices up here."

"That would be nice, thanks. What would I do without you Dr. Reid?" Amelia let Spencer help her to stand up and they walked hand in hand to the door.

"Everything okay?" Penelope asked with concern when they opened the door. She was trying to look casual standing outside the conference room door, but wasn't very successful. Derek popped his head of his office to see what was going on, and then sauntered down the hall to join them.

"Yeah, just a minor meltdown. I'll be okay."

"You know we're here for you, right? Anything you need, just tell us," Derek said as he laid a hand on Amelia's shoulder.

"Actually, would it be alright if Amelia laid down on the couch in your office for a bit?" Spencer jumped in.

"Yeah, of course. There's a blanket in the cupboard. Baby girl and I were just headed out for some lunch anyway. Would you like us to grab you anything while we are out?"

Spencer turned to Amelia, "Have you eaten anything since breakfast?"

Blushing, Amelia shook her head in the negative and avoided Spencer's worried gaze.

Penelope smiled encouragingly, "We're getting Thai food."

"Um, could you get me a shrimp Pad Thai, please?"

"Make that two," Spencer added in.

"Sure thing. Have a good nap, Amelia," Derek said as he took Penelope's arm and headed down the stairs.

"I know where his office is, you go back to work. I'll be okay," Amelia told Spencer when he moved to escort her to Derek's office.

"Are you sure? I can work in Derek's office if you want the company."

Amelia smiled and kissed Spencer on the cheek, "No, I think I'll be fine. I'm probably in one of the safest places I could possibly be."

Spencer nodded and walked down the stairs towards his desk. Amelia headed towards Derek's office, pulled out the spare blanket and closed the blinds before she settled onto the couch. Before she knew it, her eyes were closed and she was sleeping dreamlessly.

Spencer had just settled back into his work after explaining what had happened to Emily, when Hotch stopped at his desk.

"Is Amelia alright?" Hotch asked with concern.

"I think so. Something triggered her in class today and she had a panic attack. She's resting in Morgan's office right now."

"If you need anything, please let me know."

"I will Hotch, thank you."

A half hour or so later Amelia opened her eyes feeling refreshed and calm; she stretched languidly before she sat up and folded the navy blue knit blanket. She had just finished putting the blanket back into the cupboard when Morgan quietly opened the door and cautiously poked his head into the office.

"I'm awake Derek. No need to be quiet." Amelia said with a smile.

Derek nodded, "I just wanted to let you know that your lunch is in the conference room. We decided to eat together today."

"Sounds good. I'll be there in a minute." Amelia paused, "Where did you get this blanket? It's really nice and cozy."

"I'll wait for you," Derek said as he leaned against the doorframe, "Penelope made it for me. I complained that I was cold one night when I was catching a quick nap during a case, and when I got back it was sitting on my desk with a big bow."

"Penelope takes good care of all of you, you're lucky to have her," Amelia said while she walked down the hall with Derek.