A/N: Hey guys sorry for the delate, I've been kind of busy so I couldn't update until now! I just wanted to thank you all for the reviews and for been so kind and welcoming me into the fandom! :) Anyway here it's the and final chapter, like I said before this was just going to be a twoshot but I'm planning on writing more penelope/derek fics so don't worry you'll see more from me! :) So read and enjoy! :)

Chapter 2:

The next morning she woke up as she felt a pair of lips in her neck and her back was pressed to someone's chest. She opened her eyes and tried to remember where she was, at first she didn't recognize her surroundings but few seconds later she remembered she was in Derek's apartment, sleeping in Derek's bed and the arms around her waist and lips in her neck should be Derek's, she slowly turned her head to the side and he smiled at her. "Good morning baby girl"

"Morning" she mumbled as he pressed his lips to hers for a light kiss. "Mmm" she moaned when he pulled back.

"You want more sweetness?" he chuckled as he leaned and kissed her again, this time the kiss lasted longer and it was slow and passionate and after what seemed like forever they pulled back breathless just looking at each other.

Penelope felt like she was in paradise and she didn't want to ruin the moment but she needed answers. She had to ask him before she started imagining things. "Hot stuff… what does this means?"

"What do you think it means doll face?" he asked back and kissed her again. "I thought you knew what kisses were"

"I'm being serious; something has definitely changed so tell me what changed?"

"What changed is that I finally grew some balls to tell you and show you how I feel"

"How you feel?" she asked shocked

"Yes sweetness" he said and looked straight into her eyes "Baby girl, I have wanted to do this for a long time now, I've wanted to kiss you, to touch you, to be with you but I kept myself in check because I didn't want to ruin this" he motioned between them "Our friendship is too important for me to ruin it and I wasn't sure you felt the same way about me. I know we're always making jokes and flirty comments but I couldn't tell if it was just that, a joke or you were being serious and it scared me that if I did something you wouldn't feel the same way about me and it would be awkward between us and I would eventually lose you"

"You could never lose me hot stuff"

"I know but I was still scared because even if you felt the same way what would happen if I wasn't what you were expecting, what if I disappointed you, I wouldn't be able to deal with that" he said "When I was at the police station in Chicago and Hotch was asking me to tell him everything about me all I could think about was that I wished you were there because you are the only one I can really talk to, the only one I can fully trust and how much I wanted to get out of there and come to see you as soon as possible and take you in my arms because only you can make me feel better. I love you baby girl and I can't imagine my life without you in it"

"I'm not going anywhere" she said, her eyes shining and filled with tears, she smiled widely "I love you too hot stuff"

Derek put his hands in her face and pulled her close; he lowered his lips to hers and kissed her. First it was slow, gentle and full of love but then it started to grow intensity as he deepened the kiss, his tongue in her mouth battling with hers for dominance. He moved his hands from her face to her hips and moved her so she was straddling him; she pulled apart with a moan as his hardening member brushed against her warm center and he pulled her down for another passionate kiss. She continued rolling her hips and rubbing herself against his now hard member making Derek groan.

"Baby girl if you keep this I won't be responsible for my actions"

"Who said I wanted you to be responsible?" she arched her eyebrow and bit her lip sexily; he groaned and flipped them making Penelope giggle; she loved the feeling of him on top of her. He went in for another kiss as one of his hands slid behind her shirt. He brushed his hand against the side of her breast; he cupped it on his hand and teased her nipples with his thumbs making her moan as she broke the kiss. He moved and started to kiss her neck as his hands found the hem of her shirt and helped her take it off; he admired her fantastic breast, they didn't even compare to his wildest fantasies.

Penelope's shirt was off now leaving her half naked in front of Derek but he didn't do anything, he just kept staring at her and that was making her feel insecure, she felt an urge to cover herself but fought it hoping he would do anything soon, and he did, he looked up and her and she saw his eyes were darker than ever and full of lust, he had such a predatory look in his eyes that she felt a shiver down her spine.

"Damn baby girl! You're beautiful" he said in such deep, low, lusty voice that just made her want him even more.

She watched him as he rubbed one of her nipples with his thumb and leaned in taking the other in his mouth. She felt his teeth biting her skin, his lips sucking her hardened nipple as his tongue flicked over the sensitive peak; it was all becoming too much. She devolved in a series of moans and groans pulling his head closer and he seemed to like it because he groaned against her skin.

"More… Derek I need more" she said and he started to trail kisses down her body. First he kissed each nipple, then he trailed light little kissed down her stomach and pulled her pants off. Parting her legs, he placed a kiss over her warm center before lapping at her through her panties. He hooked his fingers on the band of her panties and pulled them down her legs slowly as he trailed kissed down her inner thighs driving her crazy. "Stop teasing hot stuff"

Derek smirked at her and took her panties off completely throwing them behind him. He parted her folds and licked her slowly. "Mmm baby girl" he moaned against her center "You're so wet"

"All for you hot stuff"

He groaned and licked her again, he loved her taste, just like Penelope her taste was unique, it was sweet but just a tiny bit salty, it was delicious and addictive, he would never get tired of tasting her; he swirled his tongue against her clit and then bit it gently making her lift her hips trying to get closer to him. "Hm… you like that baby girl?"

"Yes hot stuff, yes I need more please" she didn't care that she was begging, she was close and he was driving her crazy with all the teasing.

"I've been thinking about doing this for a long time now that's happening I'm going to take my time" he groaned as he slid one finger inside her and moaned at how tight she was.

"Oh god" she moaned "You've been thinking about this?"

"Of course baby girl, You drive me crazy" He slowly thrusted his finger in and out of her wet heat a few times before sliding another one, he felt her walls starting to clench around his fingers and he sucked at her clit as he thrusted faster, seconds later Penelope fell over the edge screaming his name. He licked all her juices away before crawled up and kissed her. She could taste herself in his mouth and it made all more erotic, she was still trying to catch her breath but she also wanted to taste him. She used all her strength and flipped them earning a groan from Derek. "Now is momma's time to play" she smirked at him as she helped him take his pants off. Her eyes widened as she saw the big bulge in his blue boxer briefs, she teased him rubbing her hand against it before taking them off too freeing his erection, she looked at him and licked her lips, she couldn't wait to finally taste him.

"See anything you like?" he smirked but she swiped the smirk off his face as she took his head in her mouth, she swirled her tongue around the tip before taking him, every delicious inch of him inside her mouth until she felt his head brushing the back of her throat, then pulled back to the tip, she stroked him with his hand as she played with his head, teasing him just like he have teased her. She started bobbing her head up and down, deep throating him and he started buckling his hips as she continued sucking, her teeth scraping against his shaft and her tongue swirling on his tip every time she pulled back. His hands were on her hair, pulling it back so he could see her face as she sucked at him, he tried to stay as still as he could but it seemed like his hips had a mind of his own, he wanted her to do it her way but the sensations were too much and he couldn't stop his hips from bucking trying to get more friction, he was really close.

"Baby girl, stop… so close" he said in a hoarse voice "fuck… baby girl I'm gonna come" he groaned.

She pulled back and licked the length of his shaft before looking at him "Come for me, hot stuff" she took him back in her mouth and started humming, the vibration felt amazing and all it took was for her to suck hard at his head, swirl her tongue around the tip and cup his balls in her hand before he exploded in her mouth. She took all in her mouth and even licked him clean, he was more turned on than ever, he had just come but he was getting hard again from the sight of her licking his cum from his shaft.

When he recovered from his high he pulled her up "Baby girl that was…" he didn't know what to say, his brain wasn't really functioning after that mind blowing orgasm so he just kissed her.

"I need you Derek" she said when they pulled back. She straddled his hips and rubbed against him both moaning at unison and he pulled her for another kiss. She broke the kiss when she felt him hardening again; she took him in her hand and stroked him until he stopped her hand.

"I want to be inside you the next time I come" he groaned and she nodded and sat up lining him to her entrance, he put his hands on her hips helping her and she guided him deep inside her. She tried to pull back but he kept her there, she was painfully tight, she felt so good around him and he needed a minute to compose himself or it would be over too soon, he took a deep breath and looked at her with lust filled eyes. "Ride me baby girl" he groaned.

Penelope was more than happy to comply; she pulled back only to sink back even further, he filled her completely and made her feel so good. She slowly rocked against him and he helped her keep her balance, soon after he was meeting her thrusts as she rocked faster and rolled her hips, she knew she was really close and her movements faltered as she started to reach that peak and that's when he took control. He flipped them and started to thrust hard and fast inside her, she hooked her legs around his waist letting him sink farther inside, hitting in that delicious spot that drove her crazy, she was so close but then he slowed his movements. He began long, slow strokes, he pulled back all the way to the tip and waited a few seconds before thrusting deep inside of her and then did it all over again, it felt amazing but she was already close and she needed to reach that peak so she started thrusting up, urging him to move faster but he put his hands of her waist and stilled them.

"Faster, Derek… Please I'm close"

But he continued thrusting slowly, it felt good, it really did but she needed more "Derek, I'm so close. Now!" she said more forceful and he complied thrusting harder and faster again, he reached between their bodies and rubbed her sensitive numb with his fingers and just with a flick of his fingers and a few more thrusts she was falling over the edge, his name falling from her lips as she gave into the waves of pleasure.

He didn't stop, he was close too and he continued thrusting as she rode her orgasm. Penelope was surprised to find herself reaching that peak again and she thrusted her hips up meeting his thrust, she put her hand on the back of his neck and pulled him for a kiss as she reached that edge again, he fell Penelope's walls clench tightly around his shaft and that was all it took for him to explode inside her.

Derek collapsed on top of Penelope but she didn't care, she loved the feeling of his body on top of hers. He tried to pull back and roll on his back but she didn't let him, she locked her arms around his neck and pulled him for a kiss.

When they broke the kiss he pulled out of her and she whimpered at the loss, he rolled to his back and pulled her in his arms, he kissed her forehead and whispered "I love you, baby girl"

"I love you too, hot stuff"

A/N2: So now I really want to know what you think about this! It's not my first time writing smut but it is for Derek/Penelope, I had a bit of help writing this but I still wasn't really sure about this! Were they in character? Was it good enough? Was the smut good? Did you like the love confession?

Please review, I would love to get some feedback! :) Love ya and hopefully I'll see you soon with another Penelope/Derek Fic! :) xo