Warning: this story is rated M for this reason! While this scene involves a romantic encounter it is a very detailed and graphic encounter. I recommend exiting out of this story now if you don't like that type of story. For those that do: enjoy

(xxxxx)

Spencer laid in the guest room staring at the spinning ceiling. Despite being drunk and tired, he couldn't sleep. He still saw the way Emily looked into his eyes. It was more than the way a friend would look at a friend. But that couldn't be right. It had to be the alcohol impairing her brain. Emily Prentiss was easily a ten and he … well he was a three at best. She wouldn't want someone like him. She was a smart beautiful woman causing men to practically throw themselves at her. Whenever they went out, heads would turn and follow her. He was just a brain. He didn't have anything worth offering her. Morgan maybe. He was muscular and sociable and funny. He was skinny and awkward and … well more people laughed at him then with him.

He heard a noise at the door and sat up, leaning on his elbows. He watched the door slowly open and saw a head poke in. Between the dark and the haze of the alcohol he couldn't quite make out the shadow. The door shut and he heard the click of the lock.

"Reid? You awake?"

"Emily?" he said surprised to hear her voice. "Are you ok?" He asked as she walked over to the bed. As she got closer he could see her more clearly. She looked so beautiful. Her long black hair cascaded down her back, while her bangs barely touched the tip of her eyelashes. Before he knew what was happening Emily climbed on top of him and put her lips on his. They kissed passionately as Emily ran her fingers through his hair.

"Wait," Spencer said pulling away from her. "What are we doing?"

"I know we're drunk, Reid, but I would hope that what we are doing is obvious," she said as she started to slowly unbutton his shirt.

Spencer grabbed her hands. "Emily, stop."

She sat up straight and brushed her hair behind her ears. "Why? I thought … it looked … I mean I thought I saw in your eyes that you … maybe like me?"

"I do like you! But we've been drinking all night," he started. "I don't want to take advantage of you."

"I'm not that drunk Spencer. I know what I'm doing. It's not like I'm going to wake up tomorrow and regret this," she said catching him off guard. She must have noticed the look that crossed his face. "What?"

"You … called me Spencer," he said.
"Well, yea I mean. I'm trying to talk you into having sex with me. I don't think calling you by your last name is very intimate," she said kind of shyly.

With that Spencer reached out and pulled her back down on top of his chest, his lips crashing into hers frantically. He had dreamed of this moment for so long and now here it was. He was actually about to have sex with Emily Prentiss.

His hands tugged at her black tank top until it was over her head and on the floor. She reached behind her back and unclasped her bra. For a moment he reveled in her beauty. Her perfectly rounded breasts staring at him just waiting to be touched. He ran his hands over them, squeezing and massaging them as Emily tilted her head back in pleasure. He lifted himself up so he could place kisses along each of them before sucking on one of her nipples. He felt Emily running her fingers through his hair, tangling in some of the curls.

Her fingers slid down to pull on his shirt until it was over his head. She pressed her chest against his as she kissed and sucked at his neck. Spencer ran his hands down her bare back and stopped on her ass. Pushing her against his throbbing dick. Emily kissed her way down Spencer's body until she reached the skin above his pants. She sat up and unbuckled his belt, unzipped his zipper, and started to slide them off. Her heart raced at the tent in his boxer briefs. Before she could see it, Spencer grabbed her and threw her down onto the bed.

He began unbuttoning her jeans and sliding them down her body. She wore blue lace underwear. After he had her jeans off, he slid his hand slowly up her legs before running his palm over the middle of her panties. He could feel the warm wetness and felt a sense of pride that he had done that to her.

"I don't think I can handle foreplay tonight," Emily said squirming under his touch. "I need you now!" she ordered.

Spencer smiled at this and obeyed. He pulled off his boxer briefs while Emily tugged off her panties. They took a moment to look at each other fully naked. Neither feeling embarrassed or nervous, which was odd considering the situation. Spencer chalked it up to alcohol, but Emily knew it was more than that. Reaching out she pulled Spencer down on top of her, wrapping her legs around his waist. She reached down and grabbed his cock and placed the tip at her entrance.

He slowly pushed in to her and back out. It took a few mini thrusts before her body accepted him fully. Once he was all the way inside, they both let out a moan. Spencer kissed Emily feverishly as he began pushing himself in her. They both knew they wouldn't last long as they moaned in pleasure. Spencer slid his arms underneath of Emily, holding her lower body slightly off the bed. With this new angle he started hitting a sensitive area inside of Emily.

"Fuck yes, Spencer! Right there! Oh God, please don't stop!" she said in as quiet a voice as she possibly could considering.
Spencer placed his mouth over hers again as he tried to drown out her cries of ecstasy. He began grinding faster and harder into her body. Sweat beading on his forehead.
"Shit, oh shit! Harder baby harder," Emily whispered passionately in his ear as she sucked at his ear lobe.

He could feel himself coming closer to the edge, but Emily wasn't there yet. So he licked his thumb and placed it on top of her clit. As he thrusted more deliberately into her, he rubbed her spot swiftly.

"Fuck! Fuck! Fuck!" Emily said as she stuffed part of the comforter into her mouth.

With that Spencer felt her tighten around his dick. He couldn't hold on anymore and felt himself explode in her. Hot spurts of his cum shot inside of her body as he continued to rub at her clit, though his hand was shaking. Seconds later, Emily started to tense and then suddenly she groaned and relaxed as she climaxed. He could feel her body loosen its hold on him as he slid out of her and collapsed on his back next to her.

"Holy shit," he said as he tried to catch his breath.

"You aren't kidding," she said wiping the sweat off her forehead.

They laid there in silence for a bit, before Emily rolled onto her side.

"I have to get dressed and go back to the living room where Penny is," she said frowning in the moonlight that seeped through the curtain.

"I know," he said wishing they were at home so he could hold her against his body all night.

"That was amazing. Thank you," she said gently before getting up and dressing quickly. He watched quietly as she slipped back into her panties and jeans. Next she put her bra back on, covering her beautiful breasts. Finally she grabbed her tank top and put that on.

Emily walked around the bed and leaned down to give Spencer another kiss. This time it was gentle and sweet. He didn't want to stop, but she pulled away and walked off toward the door.
"Goodnight Spencer," she said before opening the door.
"Goodnight Emily," he said as she shut it.

(xxxxx)

That's where it stopped. Spencer and Emily never talked about that night again. If they tried they could probably convince themselves it never happened and it was only a dream. Every once in a while they would look at one another and their smiles reminded them that what happened was real. They both wanted that intimacy again. They missed each other and craved each other, but they knew their jobs came first so they kept on pretending.
And then it happened. During a case involving Emily's past she was impaled by a large piece of wood. She was rushed to the hospital where they all waited for news of her condition. Spencer paced the waiting room for some time before he finally sat down next to Penelope. That's when he looked up and saw J.J.'s face as she entered the room. Her face was pale and her red-rimmed eyes were full of tears. His jaw dropped in shock. He felt like he was going to be sick. He jumped up to run when J.J. put her hands out to stop him. She pulled him into a hug to console him. He didn't know what to say – so he said the first thing that sounded natural in his fuzzy brain.

"I never got to say goodbye," he said as he broke down in her arms. What he really wanted to say was "I never got to tell her I love her."