Chapter 2

Disclaimer: I do not own Criminal Minds or any of its characters. I do however own this story, I wrote it and I do NOT give permission for anyone to post it anywhere else. If you want to share it post a link.

They arrived at Spencer's apartment and he apologised for the mess even though it looked fairly tidy to JJ. He stood awkwardly inside the entrance to his apartment.

JJ took Spencer's face in both hands and placed a chaste kiss on his lips. His lips were incredibly soft as he started to pucker up and she kissed him a second time. Spencer started to relax and enjoy the kisses, as JJ continued to kiss him gently.

"Open your mouth slightly," JJ whispered against his lips.

Spencer opened his mouth a little and JJ licked along his lips before pushing her tongue between them. Spencer gasped and JJ started stroking her tongue against his, deepening the kiss as he hesitantly began to copy her movements. They kissed until he needed to draw back to breathe.

"That was good but don't forget to breathe," JJ smiled at him and leaned back in after he'd caught his breath angling her mouth a little more this time. She could feel that Spencer was aroused but still very tense. They kissed for a good while before she felt Spencer relax.

"You can say no at any time and I will stop," JJ said.

"I don't want to say no," Spencer said honestly, he wanted to experience this with someone he trusted and while he didn't know JJ all that well yet he knew that he could trust her innate kindness to help him through this. "But you can stop if you want. I don't want you to feel obligated to do something you don't want to do just because you made the offer."

"I don't want to stop. I want to give you this experience. We see so much of the darker side of sex with violence though our work that it gets harder and harder to trust people. You more than anyone deserve to have your first experience be with someone you trust not to hurt you. Do you trust me?" JJ said encouragingly.

"I trust you," Spencer whispered.

"Okay then, but keep in mind that this doesn't have to be a single time opportunity, if you get too overwhelmed and want to stop even if it's just stop for tonight, we can. And then provided neither of us meets someone special in the next few weeks, then we can try again when you feel ready, next time we get a weekend off and neither of us have plans," JJ said encouragingly

"I don't feel like I want to stop," Spencer replied.

"Okay, that's fine for now, but don't push yourself to keep going, this is supposed to be enjoyable, and even you aren't going to be able to learn well if you're overwhelmed by what's happening, so please don't hesitate to tell me if you need a break whether it be ten minutes or so or have had enough for the night," JJ said gently.

JJ bent and nibbled along his jaw, sucking his earlobe into her mouth for a moment looking for his hot spots. Nuzzling behind his ear and down the column of his throat she found the first one making him groan loudly.

Spencer jumped back, blushing madly in embarrassment as he heard himself.

JJ grinned. "It's okay Spence, that was what I was looking for, the spots that kissing will make you moan, they're a little different on everyone. For example, behind my ear like that doesn't do it for me but along my collarbones is one of my hotspots. I'll let you try to find the others yourself," she said winking at him. JJ went back to kissing and nibbling, and Spencer let his head drop back as he discovered that he loved to have his adam's apple sucked on lightly.

"The trick to this is to kiss and suck just hard enough to feel good without leaving lasting marks. Some people like to mark up their lovers and some people like to be marked like that, either of those things are fine if the marks are in places you can cover up easily if you don't feel like showing them off. You would hate to have to explain to Morgan why you had hickeys all over your neck," JJ said. "For that reason I'd rather you stick to places that will be covered by my work clothes until you get the hang of it because I don't want to explain hickeys to Morgan or Garcia either and if we get called out on a case Hotch will be angry. It would be extremely unprofessional if I appear at a press conference covered in visible love bites."

"Oh, okay," Spencer agreed readily. He pictured quickly several of her work outfits, particularly the one's she wore the days she knew she'd be making a press release and ran his tongue along her clavicles making her shiver without stopping to suck or bite and tried to move lower, hindered by the neckline of her redskins jacket and T-shirt.

JJ stepped back and shrugged off the jacket before lifting the T-shirt over her head, standing there a moment letting Spencer look his fill. Like every woman she wished she was a little thinner and more toned and that her breasts were a little higher and perkier like they'd been while she was in high school and college but she knew she looked attractive enough to be confident letting him stare.

"Is that better?" she asked.

She chuckled as Spencer seemed to be speechless, and his gaze remained fixed on her bra clad breasts.

"I'm going to give you a free pass today but in general women like you to look them in the face while they're talking to you no matter what they are or aren't wearing, it shows you're listening and you care about more than their body," JJ said.

Spencer flushed and looked up into her eyes. "I'm sorry."

"It's okay Spence, this isn't a relationship," JJ reminded him gently.

"You're still my friend. I don't want to disrespect you," Spencer said, keeping eye contact.

JJ smiled. "You're sweet, but you have permission to touch, not just stare at them. Take the time to learn what you want to know."

"You don't have any advice how to touch?" Spencer asked nervously.

"Every woman is a little different but most appreciate gentleness. Don't touch so lightly that it tickles but don't squeeze them like you're milking a cow or haul them around like they'll go wherever you want them to, they are attached and stretching the skin hurts like it would anywhere else. If a woman wants you to be a little more forceful she will let you know."

Spencer put his hands up almost reverently and was disappointed to feel the thick fabric covered foam instead of warm skin.

"This is a T-shirt bra, the padding stops my nipples from showing through my clothing. You can take it off," JJ explained, amused at the obvious disappointment on his face.

"Umm, how?" Spencer asked a few moments later, blushing. 'Some genius you are not to even be able to work out how to take off a bra' or form a complete sentence. She's going to think you're a babbling idiot. Even more than usual,' he thought to himself derogatorily.

JJ turned her back to show him. "It has hooks and eyes. Just pull the ends closer together and they should slide out. Don't worry if you can't get it straight away. The hooks on this bra are a little old and bent, so they're a little more difficult to undo."

"You knew before we went out that you didn't want to date me?" Spencer asked though he sounded like he was confirming a previously held conclusion. JJ noted with relief that he didn't sound upset about it.

"I didn't know that for sure or I would have told you that the day you asked me to the game, but because we work together, I knew that if we were going to date I wanted to take things slowly so taking my bra off wasn't likely to be on the agenda. You're not the one night stand type and I never planned on making you an offer like this," JJ said laughing slightly. "You're right, Mr Profiler, I would have worn a different bra if I'd planned on letting you remove it."

Spencer gave a tiny smirk that his deduction had been correct then chuckled nervously as he set himself to the task of removing the bra. He quickly worked it out and undid the hooks.

"You know there's a recent movie where the romantic lead can undo a bra almost instantly with only one hand. I bet with a bit of practice you could do that," JJ commented.

"What would be the advantage of removing a bra with one hand? What would my other hand be doing?" Spencer asked curiously.

"Whatever you want it to be doing. There's no real advantage, it was just like a magic trick. Which is what made me think you could do it. Thinking of undressing someone like magic might help with your nerves and impress the ladies," JJ replied.

"You think I need tricks to impress the ladies?" Spencer asked, slightly hurt.

"No Spence, that's not what I meant, I thought that using the trick would give you confidence and help you calm down if you needed to but more than that I thought it was something you could easily learn to do given the dexterity of your hands," JJ said apologetically. She turned back to Spencer and pushed the bra off her shoulders and it fell away leaving her breasts exposed.

"Don't go falling in love over them, Spence. They're just boobs, almost every woman in the world has a pair. You've even seen your fair share of them over the last few years," JJ said amused at his look of awe.

"They don't have anywhere near the same impact when attached to a victim," Spencer replied.

JJ thought back, like all the men currently in the BAU, Spencer had never shown any sign of attraction or distraction in the field. Even naked live victims had only aroused his chivalrous instincts to avert his eyes and offer them his coat or cardigan to cover up with. Even with the starlet, Lila Archer dressed in a bikini designed specifically to entice male audiences he'd tried hard to be professional once she'd become a potential victim. It wasn't Spencer's fault she'd pulled him into the pool and kissed him and even then he'd protested.

Spencer brought his hands up to cup them gently, just holding them for a minute before using his finger tips to trace around her areola making JJ shiver.

"Are you cold? I can turn the heat up. Sorry I hadn't thought about it," Spencer asked rambling nervously.

"It's okay Spence, I'm not cold that light touch just made me shiver, you can touch a little more firmly than that," JJ replied, smiling reassuringly at her friend and current student.

Spencer thought back to the things he'd read about breasts, both the anatomy texts and the trashy romances he'd read in college after hearing the girls talk about them, but would deny reading to his dying breath. He rolled her nipple gently and squeezed it just a tiny bit as it hardened and was rewarded with JJ arching her back pressing her breasts further into his hands.

Studying them carefully, Spencer could see the faint stretch marks caused by rapid growth in puberty but knew enough to suspect that JJ wouldn't like it if he drew attention to them by asking about them. He felt the round firmness and leant in to kiss the top of them, slowly making his way to taking her nipple into his mouth and swirling his tongue around it.

JJ brought her hands up into his hair to hold him in place, wordlessly telling him that she really liked what he was doing so he kept going mouthing the nipple and sucking lightly, before moving down to nibble along the underside crease.

"Do you want to move this to the bedroom or the couch? I think we are ready to lie down," JJ said.

Spencer looked at his couch sitting facing the big curtainless picture window and started leading JJ into the bedroom. He flipped on the light and scurried into the room. "I should put clean sheets on the bed," he said hurriedly throwing off the doona and pulling off and balling up the sheets he had on then going to the closet to get a clean pair."

"I'm not the only one who didn't plan of having sex tonight," JJ teased gently, looking around the room. It was surprisingly tidy for a man who lived on his own and had not cleaned up in the hope of inviting someone back for the night, but rather utilitarian. There were bookshelves and books on both bedside tables but other than that there was little to show the personality of the man who slept there.

"No I didn't, but I've also read that most women prefer to invite men to their own apartments rather than go home with someone," Spencer said as he efficiently made up the bed.

"Definitely with someone I don't know well, I prefer to be in control of the environment, though there is a risk in letting strangers into your home if you live alone as well, and it's slightly awkward if you have a flatmate. If I had the money to afford it I would use motels, though with the number of hotel room crime scenes we've had and the amount of time we spend in budget motels when travelling that's rather lost its appeal as well," JJ agreed.

"It is a big risk," Spencer said. "You need to be careful."

"I'm not really the one night stand type, Spencer. Especially with all we see on the job," JJ said frowning. "Are you sure you didn't hear that from Morgan. I think he's projecting his own desires on the partners he picks up in the clubs. They're transitory so he doesn't want them in his home, so he convinces himself he's doing them a favour letting them take him home instead."

"I have heard him say that, but I've read it too, in books written by women not just men," Spencer replied. "Men and women both have more power in their own home."

"Well then, you're the one with the power here, what are you going to do with it?" JJ flirted.

Spencer swallowed hard.

JJ moved in front of him and began pulling off his hoodie and T-shirt. She felt him tense up and try to curl in on himself.

"Stop it Spence, there's nothing wrong with the way you look, there's no reason to try to hide," JJ said, running her hands over his shoulders and feeling the muscles and bones underneath. "Though I'm never going to criticize you for getting a second helping of dessert again you must have an unbelievable metabolism to stay this thin with the amount of sugar you eat. I'm truly jealous, you have almost zero body fat."

"I'm too thin and scrawny," Spencer said.

"Not every woman appreciates muscles like Morgan's or a fur pelt like Hotch's or Gideon's when it comes to being up close and personal," JJ said. "And you do have a layer of muscle, it's not like you're skin and bones. Nobody who gets to the stage of taking your shirt off in a romantic or consensual sexual encounter with you are going to be surprised or displeased by how you look now if you stand straight and have confidence in yourself," JJ ran her hand down the centre of his chest causing him to shiver before rubbing across his nipples. She leaned in and kissed one just like he had hers causing him to moan, before biting one lightly.

"Men have the same nerve endings around their nipples as women do. But I bet that you've already read that somewhere, and you probably feel things more than someone with more body fat because the nerve endings in your muscles are closer to the surface as well as your skin," JJ told him.

"Yes," Spencer moaned.

"The difference I've found is that most guys seem to like me to bite a little harder than I would like to be bitten, I'm not sure if that's a girl verses guy thing or it's just me," JJ said biting him again this time a little harder.

Spencer moaned his agreement, harder was good.

JJ moved down and kissed and sucked her way down the centre of his chest and around the edges of his navel.

She reached his belt buckle and without giving him time to stress over it undid his belt, then chuckled as his pants fell down below his hips and arse, hitting the floor before she had a chance to reach for the fastenings.

"You need some better fitting clothes," she said.

"There's nothing wrong with these," Spencer protested.

"Did you buy them too big or have you lost that much weight?" JJ asked concerned. Her friend was too skinny but none of them had been concerned about it before now, thinking it was just a genetic trait after seeing him eat but if he used to be three or four sizes larger maybe there was something to worry about.

"I've always been this thin," Spencer replied. "I like my clothes baggy and I got used to always buying a couple of sizes larger in college when I was growing so quickly, otherwise I'd grow out of my stuff before I could afford to replace it."

"Well I doubt you're going to grow any taller now, and it will be years before you need to worry about middle aged spread, so it's time to buy some clothes that show off your assets. These pants only make your legs look thinner than they are and not in a good way," JJ replied. "A well fitting pair of dress slacks will show off the muscles you do have."

"I don't exactly have a lot of spare cash," Spencer mumbled. "These clothes are fine."

"They would be fine on a seventy year old professor but you're a young guy with a decent body. If you want to attract women's attention you've got to show off your assets more than you do," JJ retorted. She didn't understand why he didn't have the money for decent clothes and all his furniture also looked like it came from thrift stores, he was a profiler he probably earned more than she did and there's no way his rent was as much as hers considering the size of his apartment and condition of the building, and his car was ancient so it's not possible he had car payments, and she already knew he'd had a full ride scholarship for the entire eight or nine years he'd spent at college. But she wasn't here to argue about his clothes, she reminded herself. She hooked her fingers into his briefs and pulled them down freeing his erection, before standing back up and guiding his hands to her jeans button.

Spencer blushed, but his nimble fingers soon had the button and zipper open and he tentatively pushed the jeans off her hips. They were tight and didn't slide down easily so JJ used her hands to help push them down, taking her plain cotton panties with them. She stepped out of them and stood before Spencer waiting to see what he'd do.

Spencer left his hands on her hips and stepped back a little to look at her as if he was memorising the sight.

JJ put her arms around his neck and stepped in until she was flush against his body, and Spencer wrapped his arms around her holding her close. JJ could feel the tension in all his muscles so she went back to kissing him since it had relaxed him last time.

Spencer ran his hands up and down her back restlessly as if he wasn't sure what to do with them.

"In this situation where you've got a girl naked you can grab her butt, she would have stopped you before she took her clothes off if she didn't want you to touch," she told him.

Spencer ran his hands down to cup her bum just as gently as he'd cupped her breasts earlier. "You can be a little more grabby with a woman's butt than her breasts," JJ informed him. "Pull me nor lift me up against you."

Spencer did, then groaned as the feeling of her hard against his erection made him want to thrust against her.

JJ wrapped her arms around his shoulders. "How's your back?" she asked.

"Fine?" Spencer replied questioningly.

"Back me up into a wall so I can't fall then use your hands to lift me up and I'll wrap my legs around your waist, but let me know if it starts to make your back or shoulder's hurt," JJ instructed.

Spencer moved to the wall between the windows and pushed her gently against it. "That's fine," JJ said lifting one leg and then when Spencer had a good grip of it she lifted the other letting him take most of her weight as she wrapped her legs around him settling his erection against the heat of her private parts.

Spencer groaned and stiffened in shock. "Shouldn't we use a condom before we get this close?" he asked in a strangled voice.

"It's okay Spence, you'd need some help to penetrate me from this angle, I'm not quite high enough, it's safe to thrust against me so long as you keep the movements fairly small and don't lift me up and lower me onto you. I'll warn you if the tip gets close to my entrance," JJ reassured him. "How does it feel?"

"Hot, amazing, like I could come if I let myself," Spencer admitted. "How does it feel for you?"

"Hot, good, being lifted like this always turns me on," JJ replied, a little surprised by how turned on she actually was, if she let him thrust and orgasm like this she'd probably get off on it too, but she had other things she wanted to teach him before she let him come.

"How does it feel holding me up, you're not straining any muscles?" JJ asked wanting to make sure he wasn't hurting himself to impress or please her. She was a little surprised that he'd managed to lift her and hold her up so easily.

"No it's fine, you're really light. I couldn't lift Garcia like this though," Spencer admitted.

"I don't think a woman Garcia's size would be comfortable letting any man lift her like this, she'd be too self-conscious of her weight and the risk of hurting her partner," JJ said.

"Okay, so how do I tell if a woman wants me to do this?" Spencer asked practically.

"If she pulls you down onto the bed she probably doesn't want to or doesn't trust that you're strong enough to hold her up so effortlessly, but if she stands and wraps one leg around you she probably will go for it but walk her over to a bare patch of the wall like you did me if you have any doubt at all of being able to hold her weight, if you drop her or fall while you're inside her you're really going to hurt yourself and the woman you're with, perhaps even cause yourself permanent harm," JJ instructed him. "If you like this position maybe leave this patch of the wall bare when you get around to decorating the rest of the room."

Spencer grinned and after a few more small thrusts that made JJ moan he tightened his grip and moved away from the wall carrying her easily towards the bed.

JJ grinned but as he crawled over her she flipped them to resume control and started kissing her way down his chest.

"JJ no stop, it's unsanitary, the number of germs…" Spencer protested as she moved lower. He tried to keep talking but JJ had her hand over the young genius' mouth.

"Spencer it's okay. I enjoy doing this and I've never gotten sick from doing it in the past, and if you relax about the germs I promise you you're going to love it. If I didn't know you and your history, I'd probably use a condom but it will feel better for you without one," JJ reassured him.

"But… I need to shower," Spencer said desperately.

"You did shower this morning, right?" JJ asked confident in the answer.

"Yes of course but that was twelve hours and 14 minutes ago," Spencer replied.

"And you haven't pissed your pants at all since then?" JJ asked teasingly.

"JJ" Spencer squeaked. "Of course I haven't, no just no…" he broke off as JJ began to laugh at him.

"Relax Spence I know you haven't, you smell nice and clean," JJ said leaning into his crotch and breathing in. Spencer squeaked again in mortification at the sight of his friend sniffing his groin like that to see how clean he was.

"There are some more serious question I probably should ask you before we go any further. I need to know that you don't have a urinary tract infection, it doesn't burn when you pee, and that you don't have any sexually transmitted diseases?" she asked.

"No, I don't," Spencer replied. "My mandatory annual testing was three months one week and five days ago and it came back completely clean. I haven't been injured in the field since then."

"For future reference these are the things you need to tell someone before they go down on you without protection and the questions you need to ask them before you return the favour. If you're not both clean or she can't answer use protection for oral sex, and that means both giving and receiving. You should use protection if you've got a bleeding gum or wound in your mouth too. You can buy dental dams designed to protect you during oral sex with a woman or you can just cut open a condom, but make sure it's not your last one because most women would prefer actual intercourse rather than oral if they had to choose between them, even if they probably actually enjoy receiving oral more a lot of the time they won't admit it."

"I don't think I could do that?" Spencer replied blushing profusely.

"You can, and I will teach you how to do it. I'm prepared to shower first if it will make you more comfortable but you know that most people will be insulted if you ask them to shower before or during sex, particularly if they don't know about your germ phobias. You'll get used to it. You can always choose to use a dental dam even if you're sure your partner is clean, people will be a lot less offended by it than asking them to wash. The dental dams might help with the taste or the germs, they come in flavours, but a lot of women don't like them, a lot of guys don't like the underlying taste of latex either. I know I don't like sucking a guy off through a condom."

"Latex allergy, remember," Spencer said dryly.

JJ looked at him, "There must be non latex products out there, I know you can buy nonlatex condoms cut open one of them if you need to."

Spencer nodded shamefaced. "I'm sorry," he said. "I think we should skip this step because I'm not sure I could do it even if you showered or used a cut open condom."

"Shut up, stop worrying and just enjoy it, Spence, remember this is a lesson not a relationship, reciprocity isn't necessary. I want you to experience this and we will deal with whether you can return the favour later. Like I said I enjoy doing this so even if you can't bring yourself to do it I will still get pleasure out of doing it for you," JJ said pushing him back and taking the head of his penis into her mouth swirling her tongue around the head lapping at the now leaking slit. Sucking she slid down the shaft and began trying to drive him out of his mind with pleasure.

"You can hold my head gently or play with my hair but try not to pull it and whatever you do don't force my mouth down onto you hard enough to choke me," JJ said before resuming blowing him.

Spencer was moaning when he felt his testicles start to tighten. "Umm JJ, I'm go…" he tried to warn her.

JJ tightened her hands on his hips so he didn't choke her if he thrust too hard and swallowed down all he had to offer as he exploded into her mouth. She licked him clean pulling back as he softened and started to feel more sensitive, then moved up to kiss him so he could taste himself on her tongue. "See it doesn't taste so bad," she said grinning.

"JJ," Spencer protested.

"Spencer," JJ replied.

"I didn't need to taste that," Spencer said rolling her off him and getting up. "I need to brush my teeth. I have a new toothbrush in the cupboard if you want to brush yours." He pulled on a pair of sleep pants and almost ran into the bathroom.

"Expecting an overnight visitor?" JJ asked teasingly, following him into the bathroom, still naked.

"No, they're cheaper in a bulk pack," Spencer said protestingly. JJ believed him, other than the bulk box of toothbrushes there was no sign that he ever shared the space in his apartment with guests.

"You know it ruins the mood to get up to brush and floss in the middle of a sexual encounter. You're going to have to get over this. Most women would be getting dressed and leaving about now. Without giving you their number or answering your calls afterwards," JJ said.

"I'm sorry JJ," Spencer said dejectedly. "I guess I'm just not cut out for this."

"Spence it's okay. This is a new experience for you. Name one thing that involved physical skills or emotional reactions as well as pure brain power that you were perfect at the first time you tried it," JJ said.

Spencer was silent, physical skills had always taken him longer to learn than a normal person and social skills still escaped him a lot of the time. He finished brushing his teeth and rinsed his mouth.

"Do you want to call it a night?" JJ asked, looking him in the eye.

Spencer was tempted to agree but he was afraid that if he did, he wouldn't get another opportunity and while he still wasn't sure he'd be able to perform cunnilingus he did want to lose his virginity. But before he said anything he had to be sure that it wasn't JJ who wanted to stop the lesson. He definitely didn't want her to do anything she didn't want to do and he needed to know she wasn't continuing because she felt sorry for him.

"Why are you doing this?" he asked. "I should have asked earlier. I don't want your pity, my life is fine without sex."

"It's not pity I'm enjoying teaching you something you didn't know just like you enjoy sharing knowledge with us. It's not a reflection on you that you missed learning this when everyone else did. You were too young when you were in high school and the rest of your classmates were experimenting and by the time you were old enough to begin experimenting yourself you were surrounded by adults who knew they'd go to prison for touching you. I want you to have the confidence that you can please a woman so you can find someone special. It's hard to maintain a relationship, even a friendship with the amount of travel we do but that doesn't mean you should settle for being alone for the rest of your life," JJ said. "Hotch makes it work, I believe it has to be possible for both of us to make it work once we find the right person, but it takes confidence to build the start of a relationship."

"Even if I do find the confidence to ask someone out, what makes you think they'll say yes?" Spencer asked pessimistically.

"Stop it Spencer, you're intelligent, attractive, gainfully employed, well paid, even an FBI Agent, and no longer years younger than your peers, why wouldn't women want to go out with you?" JJ scolded lightly.

"I ramble too much, dress like I'm an eighty year old man, look like a fourteen year old and people think I'm annoying. Morgan and Elle stop listening to me and just walk off half the time, and cut me off the other half. Hotch and Gideon interrupt and tell me to get my mind back on track. You and Garcia are more polite most of the time but I can see your eyes glazing over," Spencer said miserably.

"Spencer, I like to listen to you talking, what you had to say about Thai food tonight was interesting and entertaining, you know so much it's just that sometimes what you're saying gets too technical for me to understand, or get into bacteria and things I'd rather not know about the world. But one day you will meet a woman intelligent enough to keep up with you, someone that's interested in the things you're interested in, and finds statistics as fascinating as you do," JJ tried to encourage him not to give up but she could see that he didn't believe her.

"I promise you Dr Reid that there is someone out there wonderful enough to appreciate you the way you deserve," JJ said hugging him lightly.

A/N: Thanks to all those who reviewed, followed or favourited this fic for your support. Thanks for reading. Please stay safe and please don't forget to have your vaccination booster when it's due.