Spencer opened the car door for Lacy and she climbed out. He could tell something was bothering her, but he couldn't figure out what. She had been quiet most of the evening and didn't seem to be enjoying the drink off between his friends. She especially seemed cold towards Emily. When they reached her door, he decided to approach her about it.

"Hey, is everything alright?" he asked gently.

"Spence … I … never mind," she said trying to reel him in.

"No, what is it? You can tell me," he said with concern in his eyes.

"You wouldn't believe me," Lacy pouted as she unlocked the door to her apartment and walked inside.

Spencer reached out and grabbed her arm. Lacy turned to look at him with tears in her eyes.

"Lacy, please tell me what's wrong," he pleaded.

Lacy pretended to debate it and finally let out a loud, dramatic sigh.

"Your friend Emily. She hates me," Lacy started.

"Emily? No, she doesn't hate you," Spencer said.

Lacy huffed and turned to stomp away. "See! I told you, you wouldn't believe me," she said as she stormed to the bedroom.

Spencer went after her and grabbed her arm again.

"I'm sorry. I just … why do you think she hates you?" Spencer asked trying to show her he genuinely cared.

"I don't think, Spencer. I know. When I went to the bar to get you something to drink, she was getting drinks too. I didn't even say anything to her, and she just started going off about how I don't deserve you, how I'm too stupid to be with you, that you'd eventually get bored of me. She even called me a cunt and said she would do all she could to keep me from you," Lacy said as a flood of tears poured from her eyes.

Spencer looked at her in shock, before pulling her into his arms. He held her as she sobbed into his shoulder. He couldn't believe that Emily would say something like that. Not the Emily he knew. But why would Lacy say that if it weren't true?

"She's right. You deserve better. We should just break up," Lacy said as she tried to pull out of his grasp.

"Listen to me, you are the sexiest, smartest, most loving person I've ever known. I don't know what the hell Emily is talking about, but I can assure you she's wrong. You are very intelligent, and I enjoy spending time with you. You won't lose me," he tried to tell her.

Lacy cried harder as she tried to get out of his arms.

"Look at me. Lacy, look at me," he ordered. Lacy's eyes slowly looked up into his deep brown eyes. "I love you," he said.

A smile stretched across Lacy's lips and she grinned at him. "I love you too, Spence," she said before pulling his lips to hers.

(xxxxx)

Emily sat on J.J.'s desk talking about her weekend, when Spencer appeared in the doorway. J.J.'s smile faded as she looked at his face. She went to speak, but he beat her to it.

"Emily, do you have a minute?" he said tersely.

Emily shot J.J. a look but stood up and followed him out of the room. He didn't turn around or acknowledge her. He just continued walking to the break room. Once Emily stepped inside, Spencer pushed the door closed.

"Is everything ok?" Emily asked nervously.

"Did you tell Lacy that she didn't deserve me and was too stupid to be with me?" he said.

"Uh, not exactly what I said," Emily started, her heart racing.

"She was in tears the other night because of you Emily," he said angrily.

"Spence," she tried.

"Why would you say something like that? You are supposed to be my best friend."

"Spencer, I'm just trying to look out for you," she said stepping toward him.

"How is that looking out for me? Emily, I've had two girlfriends over the past decade. One of them died before my eyes. Now I finally find someone I care for and you try to tear it apart? I don't understand why you would do that to me?" he said staring at her with hurt in his eyes.

She looked at him helplessly. Just tell him how you feel. No, you can't do that. He doesn't want you. Why would he want someone 10 years his senior, when he can have a beautiful young woman? You heard him. You are just his friend. He sees you as nothing more.

"I'm sorry. I … I don't know what came over me. I was drunk and acting out. I'm very sorry," Emily conceded. This was no longer about her happiness. It was about his. She had to let him be happy and if he was happy with Lacy, she would step aside.

"You owe her an apology. Not me," he replied with his arms folded across his chest.

"You're right," Emily said looking down at the floor.

She could feel Spencer staring at her. She glanced up when she saw him step closer to her.

"I want you to be her friend. Then I can hang out with my girlfriend and my best friend," he said smiling at her. "She's really great if you give her a chance."

Emily nodded and placed a fake smile on her face. Spencer gave her shoulder a pat before leaving her alone in the room. Emily slowly lowered herself into the chair and tried to gather herself together. She was always great at hiding her feelings. Why was it becoming increasingly more difficult?

(xxxxx)

Spencer sat on the couch next to Lacy, watching some stupid show about some rich girls who were famous for being just that. He wanted to gouge out his eyeballs, but Lacy seemed to be enjoying it, so he sat quietly with her.

"You need a haircut," she suddenly said as her fingers twisted into his curly locks that had grown past his ears.

"Huh?"

"You need a haircut. You're starting to look like a bum," she said not looking at him. "Also, maybe use a brush once in a while. It's kind of embarrassing."

Spencer felt himself turn red at the comment. He didn't get to say anything as she stood up and left the room. Did he really look that bad? Why hadn't anyone at work ever said anything?

He didn't get to wonder about it for long as Lacy came back from the bedroom and dropped into his lap. She tilted his head up and ran her finger along his jaw line. His worry melted away when her lips pressed into his.

"You make me so wet, baby," she purred as she ground herself against his hardening dick.

"Yea?" he said with a smile.

"Mm hmm," she said as her lips connected with his neck.

She made a big show of moaning and sucking at his skin. His hands held onto her hips as he groaned at the friction. Suddenly, there was a knock at the door. Lacy sat back with a growl.

"Who the fuck is that?"

"It's probably Emily," he said getting up.

"Emily? What is she doing here?" Lacy said, glaring at him.

"I invited her," he began.

"You invited her?" Lacy said. It's then that Spencer understood the phrase 'If looks could kill.'

"No, Lace. She's coming over to apologize to you," he reassured her. "I talked with her today at work and told her she owed you an apology."

He unlocked the door and swung it open to see a sheepish Emily standing in the doorway. Her eyes immediately spotted the fresh hickey on his neck. She wished the floor would open up and just swallow her.

"Hey, thanks for coming by," he said as though he hadn't just been moments away from sex.

All Emily could do was nod. She walked into the living room to see Lacy glaring at her from her position on the couch. A small part of Emily wanted to throw it in Lacy's face that she had interrupted their alone time, but the joke was on her, knowing they would just finish what was started after she left.

"I know you aren't happy to see me. I can't blame you," Emily said not moving further into the room. "I've been awful to you and I'm truly sorry. I never should have spoken to you the way I did. I apologize and I hope you will forgive me."

Without much hesitation, Lacy's icy stare thawed and a small smile crossed her lips. To Spencer it probably looked sincere, but Emily could see the malice behind it.

"Thank you for that Emily. I hope we can start over and maybe become friends," Lacy stated in a disgustingly sweet tone that was faker than her tan.

Emily nodded, but inside her body screamed its reluctance. Spencer seemed thrilled. Which, she reminded herself, was the reason she was doing this. Everything was for him.

"Are you girls hungry? I was thinking of ordering some Chinese food? Em, you want to stay?" he offered.

"No, I don't want to interrupt. You two have a good evening. I'll see myself out," she said as she walked over to the front door.

Spencer waved goodbye to her as he went into the kitchen. As Emily pulled the door shut, something stopped it. She looked back to see Lacy pulling the door open. Emily backed up further as Lacy leaned on the door. Her icy glare plastered back on her face.

"As I said, I always get my way," she whispered before shutting the door and locking it.

(xxxxx)

The following day as everyone prepared for the newest case, Spencer was notably absent. Hotch told Penelope to begin debriefing, when suddenly Spencer hurried into the room. His hair was notably short again and looked tidier than his usual endearing mess.

Emily watched him with furrowed brows. He had recently told her that he wanted to grow it out for locks of love. Why now would he cut it off and so drastically? He looked amazing, of course, but she had this feeling that Lacy was behind the change.

A week later, when they went out to dinner as a group, Spencer showed up in jeans and a t-shirt. Everyone teased him, but Lacy defended the look saying he looked like a model. He did. She was right. But that wasn't Spencer.

Emily was becoming more distressed by the minute. She was watching Lacy slowly turn Spencer into someone he wasn't, and she couldn't say anything. After tormenting herself back and forth, she decided to try and plead with Lacy.

It was early one Saturday morning, when Emily called Lacy and asked if she would meet her for coffee. Emily waited nervously at the café not drinking her drink but stirring it constantly. She heard the bell of the door and looked to see Lacy waltz in like she owned the place. She put an order in before acknowledging Emily.

"Thank you for meeting me," Emily said.

"I had nothing else to do," she said as if bored already.

Emily glossed over it. "I'm just going to jump right in. I am worried about Spencer. His hair, the clothing, those aren't him. Please if you love him, stop trying to change him. Please let him be who he is," Emily said almost desperately.

Lacy was quiet for a moment, when she suddenly burst out laughing. Emily was surprised by the reaction.

"I'm sorry, what's so funny?"

"You. You are so pathetic," Lacy said still laughing. "Have you seen Spencer? He's gorgeous now. I made that."

"Spencer has always been gorgeous. He doesn't need to change who he is to fit some mold of what you or society thinks is acceptable," Emily said angrily.

"You really need to move on, Emily. Spencer doesn't want you. He never will. So, stop acting like some loser puppy and find someone else to bother."

Lacy got up from the table with her coffee and started to walk away.

"I won't let you destroy him," Emily said grabbing Lacy by the arm.

Lacy snatched her arm out of Emily's grasp before she stormed out of the café.

(xxxxx)

Emily sat at her desk doing paperwork, while Derek sat nearby telling Penelope and Luke about his wedding plans with Savannah. The room was fairly quiet when Spencer stalked into the room. His brow was furrowed angrily when he slammed his bag down on his desk. Everyone jumped at this and turned to look at him.

"What is wrong with you?" Spencer snapped at Emily.

Her eyes were wide with surprise, even though she knew what he was angry about.

"I came to you Emily. I asked you, as my friend, to be kind to Lacy," he began with a lot of venom in his voice. It was very unsettling.

"She's changing you," Emily defended herself.

"No, she isn't! The only one changing is you! I used to be able to trust you and now … now … just do me a favor Emily and stay away from her! Stay away from her and stay away from me!" he said before storming from the room.

As much as Emily hated showing emotion, her eyes filled with tears that she tried desperately to cover. She could feel Derek, Penelope, and Luke staring at her. Without another word, she rose from her chair and followed after him. She found him in the break room, trying to make himself a cup a coffee while his hands shook. He turned around to find Emily shutting the door to the break room.

"I don't want to hear it Emily," he spat.

"Well too bad, because you're going to listen. Whether you want to believe me or not, I am trying to protect you!"

Spencer spun to face her. His eyes filled with anger.

"Protect me from what? I'm not some fragile child!"

"Spencer, you are an amazing, unique man. One I've grown to appreciate and respect. The hair … the clothes …" she started as she gestured to him.

"Emily, it's just clothes and hair. It's not like I've tattooed my entire body and started wearing black eyeliner," he said rolling his eyes.

Emily groaned in frustration. "This isn't you!"

"How is it not me? Because I'm not dressing like some kind of Poindexter? Because I'm smart, I should wear pocket protectors and pants with suspenders?"

"Stop being ridiculous," she scolded.

"You're the one being ridiculous! You're trying to create drama when there doesn't need to be any," he said angrily.

"Spencer, I'm trying to help …"

"I don't need any help! Just let me be happy!"

"Not with her! She is an awful human being and she doesn't deserve you! And I don't care if you don't talk to me the rest of your life! I will never stop trying to keep you from making the biggest mistake of your life!"

Spencer was seething now. His hand shook before he finally spun and tossed his coffee cup at the wall. It shattered and the liquid poured down to the floor. Emily stood still in her place. Her heart raced and tears threatened once again.

"You can hate me all you want Spencer, but in your heart … deep down if you pay attention, you will see I am right. She is not the one for you," Emily said as her voice shook with emotion.

Without waiting for Spencer to reply, she swung the door open and plowed through the eavesdroppers; Derek, Penelope, and Luke. Spencer ran his fingers through his hair as the team scattered back to their desks.

(xxxxx)

A/N: thank you for the comments! I always had this thought of how Spencer was so naïve and sweet, that some pretty girl could come along and just wrap him around her finger in a bad way. Thus, the development of Lacy.

Next chapter will follow the episode Minimal Loss, but the words are mine. I changed them to avoid plagiarism. So same story idea, different dialogue.