Don't Own.

Please R&R

Enjoy!

…

Spencer sat at the table in the break room, stirring his coffee and staring at the wall.

He had been the first to arrive at the office and was there pretty early because he had dropped Penelope off at her annual checkup. She had told him not to wait for her since her doctor's office was only a few blocks away from the BAU and she didn't want him to be late too.

Normally when he had free time at work, he would hang out in her office and today he really wished she was there as he could have used the distraction.

He had nothing to do, but he had all the time to think about later that evening.

It was Valentine's Day and a big day for him.

He couldn't help but be nervous.

His attention was captured by the doors to the bullpen opening and JJ, a determined look on her face, walking to Hotch's office.

Watching JJ, Spencer thought back to three months ago when his relationship with Penelope had become more than just friendship.

Spencer placed his keys down on the counter of his empty apartment.

He let out a sigh, running his hands through his messy hair he felt the familiar prickle of tears behind his eyes.

He rubbed at his face with the back of his hand and willed himself not to cry again. His blotchy, red face had just about cleared up from the last time.

However it was no use, moments later he felt the tears slip down his face as he thought about the last time he had seen Emily.

Placing his hands on the counter and hanging his head, he let out a muffled sob.

Why hadn't he said anything more to her on the day that she had walked out on them? He had asked her if she was okay and that he noticed that she was biting her nails, something she did when she was stressed. She had dismissed it, said she was good and Spencer had fallen back on the rules about the team not profiling each other.

Why hadn't he pushed it? He knew that there was something bothering her, it was impossible to be a profiler and not know from the way she had been behaving, but he had still just let her go.

And now she was dead.

Spencer looked up and his eyes moved around his dark and quiet home.

He couldn't stay there. Not while he was feeling the way he was. He felt like screaming, or breaking into a rage and destroying everything he owned.

But mostly he felt like slumping to the floor and crying his eyes out.

He didn't want to be alone.

He couldn't.

So he picked up his keys, left his go bag where it was sitting near the door and made his way to his car.

He figured he would go to JJ's; after all she has been his shoulder to cry on at the hospital.

But once he stared driving he found himself heading in the opposite direction. He was heading away from JJ's and instead he was headed towards Penelope's.

Once he was there he sat in his car outside her apartment for a while, just staring at the light from her windows.

He wasn't sure why he had ended up there. She was most likely inside with Morgan, they were each other's rocks in hard situations, and Spencer knew he would feel like a third wheel if he went in there.

Still he knew what he needed.

Why is subconscious had brought him to Penelope's home.

She was the one person who could always make him feel better, even on his worst days.

So he decided to chance it.

Spencer fidgeted uncomfortably after knocking on her door.

There was no answer.

He knew she must be home judging from the lights on in her apartment but after knocking harder he decided that if she still didn't answer the door in the next few minutes he would leave.

Just when he was thinking about heading back to his car the door swung open.

Penelope stood on the other side. Her outfit rumpled and her face blotchy, with her makeup smeared around her eyes. It was obvious that she had made a half assed attempt to fix it before opening the door but she still had the look of an angry raccoon.

When she saw him she let out a breath "Oh, Reid, it's you."

"Uh yeah…" he answered "listen if you're busy I can go, I just…well I wanted…" Spencer sighed, now that he was there, he didn't know what to say.

However Penelope seemed to understand anyway "Oh Honey," she said walking forward, opening her arms and pulling him into a hug "I'd never be too busy for you."

Spencer sniffed and wrapped his own arms around her too.

"I didn't know where else to go" he whispered.

"Hush," Penelope said rubbing his back "you're always welcome here."

Spencer felt himself begin to tear up again "I can't believe she's gone."

"Me neither" Penelope said, her own voice catching.

Spencer's body shook with sobs.

Penelope just held him, tears running down her own face.

They stood there together outside her door in the chilled night air for a long time; neither could say exactly how long it had been when they broke apart.

"You want to come in?" Penelope asked.

"I don't want to impose" Spencer answered.

Penelope shook her head "Really Reid, I think we both know that we could each really use the company tonight."

Spencer couldn't deny her words and he really didn't want to leave anyway, so he gave Penelope a small smile and stepped into her apartment.

Penelope motioned to the couch where Spencer was surprised to find an open bottle of Jack Daniel's Whiskey on the table.

Penelope looked ashamed as she sat down beside him "I thought it would help."

"Did it?" Spencer asked.

"I don't know, before I got a chance to drink some you knocked on the door" she answered, fingering the bottle. "Do you want a glass?"

Spencer shook his head "I never drank alcohol before and I don't plan to start now, I'm sure Em…Emily would want to have a few choice words with me if she knew I had started drinking because of her."

Penelope sighed before reaching over and screwing the cap back on "You're probably right."

"Well I am a genius" Spencer said, trying to lighten the mood.

Penelope smiled despite her sadness.

"That you are Doctor Reid" she said.

"I thought Morgan would have been here?" Spencer stated after a moment, he really had been surprised to find Penelope alone.

"Oh…yeah he said that he was going to work on one of his properties, I believe he wanted something to smash" Penelope said.

"I know how he feels," Spencer said "I wanted to smash something at my own apartment when I went home…"

Penelope sighed and leaned her head on Spencer's shoulder.

"I can't believe we'll never get to see her again…" she said a single tear slipping down her face.

Spencer leaned over and wiped it away with the pad of his thumb.

Penelope looked up at him, their eyes catching as he removed his hand.

Spencer felt Penelope moving closer to him and he found he couldn't move away.

Their lips met.

"This is wrong" Spencer said but he didn't move away more than an inch.

"I know," Penelope whispered as their lips brushed again.

"It's called transference…" Spencer tried again.

"I don't care what it's called" Penelope said, her hand drifting into his hair.

"What about our jobs?"

"We can think about that later…"

"Are you sure you want to do this?"

Penelope pulled away "Spencer," she said "I feel really alone right now…and I need you."

Spencer knew that those weren't ideal reasons and that he might regret it in the morning, but just then, he couldn't say no.

The next morning came and they didn't regret it. They didn't find it awkward. They were weirdly at ease with the whole situation.

They both equally felt that being together was something that they both had needed.

So they decided to go steady and see how things worked out.

"Tonight's the big night huh?"

Spencer was pulled out of his reprieve by Emily walking into the break room.

He smiled up at her.

It had only been a few weeks since they found out that she hadn't actually died but things were already starting to get back to normal and Spencer, for one, couldn't be happier.

"Yeah," he said "It was that easy to tell?"

"Well other than the fact I already knew, you are blankly staring ahead of you with your fingers tapping on the table, it's kind of a dead giveaway."

Spencer laughed "I guess I was lost in thought."

"You might want to try to act normal unless you want everyone else finding out before PG," Emily said "I know Morgan just got in and I'm sure he'll be making an appearance for coffee soon."

"Right, thanks," Spencer said, taking a sip of his own now lukewarm coffee.

Emily was the only one he had told about his plans to propose to Penelope. They had been at McNally's pub across the street waiting for the rest of the gang to arrive, when Emily had come right out and asked him about Penelope.

The couple's relationship wasn't a secret, though they didn't flaunt it at work, and he guessed no one had gotten around to telling Emily.

He had told her the truth and she had congratulated him.

Then, since he had been looking at engagement rings for weeks and he really needed a woman's advice, he told her about the engagement.

She had been shocked at first since she had no idea that they were so serious, but once she got over her shock she was ecstatic and went over all the details with him until the rest of the team had arrived.

"You nervous?" Emily asked him as she poured herself some coffee.

"How could I not be?" Spencer replied, his fingers unconsciously running over the small box in the breast pocket of his shirt.

Emily smiled softly "Don't be. There's no way in hell she's going to say no."

Her words reassured him as he knew they were true but he was still nervous.

"Morning" Morgan said walking into the break room and effectively ending their conversation.

…

That night as Spencer and Penelope made their way home, Spencer could feel an excited tension building up in his chest.

He had planned a special Valentine's Day dinner, had bought Penelope a bouquet of a dozen red roses and had the perfect plan of how to propose running through his head.

Dinner was nice; the conversation was light and enjoyable as always. Even though Spencer was nervous, he still felt as comfortable as he ever did around Penelope; it was just something she brought out in him.

"What are we going to do now?" Penelope asked as Spencer cleaned up the dinner dishes.

"Well I thought we could watch Lady and the Tramp, if that's alright with you?" Spencer said.

Penelope squealed "That's the perfect movie to watch on Valentine's Day, I'll go set it up."

"Okay, I'll get the popcorn and be right there" Spencer stated.

Penelope grinned and hurried to the living room.

Spencer put a bag of popcorn in the microwave and took a deep breath.

This was it, this was the moment he had been planning for weeks, he hoped everything went as planned.

Spencer walked into the living room, a bowl of popcorn in hand, just as Penelope was sitting down. He came and sat beside her, placing the popcorn on the coffee table.

Penelope grinned and snuggled into his side as the previews came up on the screen.

"Oh…" Spencer muttered just as the preview for 101 Dalmatians began "I almost forgot," after pretending to search through his pockets, Spencer pulled out a small box of conversation hearts that he had gotten specially ordered "I got these for you."

Penelope smiled as she took them from him "I love these," she said "thank you."

"You're welcome," Spencer said.

Penelope opened the box and offered it to him; Spencer took one out and looked down at it.

"What does yours say?" Penelope asked.

"Marry me?" he said.

Penelope laughed, she looked down at her own and her laughter stopped. Hers also said 'Marry me?' she wondered if it was just coincidence.

Spencer moved closer, pulling out the engagement ring from his shirt pocket as he did so "Will you?" he asked, holding it up to her.

Penelope gasped "Oh Spencer…Oh my gosh…Spencer!" she shrieked as it finally sunk in "Yes. Yes. Yes. Yes I will marry you!"

Spencer grinned as she planted a kiss on his lips.

He took the ring out of the box and slipped it on her finger. It had a silver band and a pink heart shaped diamond. Emily had helped him pick it out and they had both agreed it suited Penelope to a T.

Penelope stared down at her hand "I love it…" she looked back up at Spencer "I love you."

…

As they crawled into bed that night Penelope grabbed something from the nightstand drawer and handed it to him.

"What's this?" Spencer asked.

"You'll have to open it to see" she said with an anxious smile.

Spencer looked down at the envelope in his hands. It was red, it had his name drawn in pink and it was decorated with what had to be close to a hundred tiny hand-drawn hearts.

He gently broke the seal and pulled out a small sheet of photo paper.

Curiously Spencer turned it around and his eyes widened. He stared at the photo for a long moment

"Is this…" he began.

"Yes" Penelope said biting her lip.

"You're…" he continued, having a bit of trouble getting his words in order.

"Pregnant, six weeks" Penelope stated.

"Oh wow…" Spencer said letting out a deep breath.

"Wow?" Penelope asked.

Spencer stared at the sonogram, which at the moment looked like a little tadpole; he could just see its little arms and legs forming.

He looked up at Penelope; she had a nervous look on her face.

"Oh my god," he said finally snapping out of it "Penelope this is…this is amazing. We…we're going to be parents."

"Yeah, we are" Penelope said breaking out into a smile.

"I love you so much" Spencer said, he leaned forward and kissed her soundly.

Penelope moaned and kissed him back, pulling him down on the bed.

"This. Was. The best. Valentine's Day. Ever" Spencer said kissing her between words.

Penelope had to agree.

…

A/N: So, hope you all liked it. Here's a question: Should Penelope and Spencer have a boy or a girl?

I'd like to know what you think.

Oh and there's one more chapter to go.