Disclaimer: We sadly do not own Criminal Minds.

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A/N: So Chapter 2 is here! We'd like to thank everyone that read, reviewed, alerted and we hope you continue to enjoy!

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Derek was beginning to worry, this was nearly the 8th night in a row since the Valentine's disaster he'd found Penelope in. He knew she wanted him to go out and have a life but something in him just needed to go to her, cheer her up and slowly she was beginning to lift out of her mood. Every night he found her watching some over exaggerated horror film that usually made Penelope hide but not lately. Even the king of horror didn't work and now as they sat watching The Silence of The Lambs she was just staring at the screen.

Penelope's eyes were set on the screen in a wide glare but her mind was somewhere totally different. She was listing all the reasons Kevin would have to up and leave her. Could've been how she was a workaholic, when a case was on she would be there at work trying her hardest, so maybe it was neglect he left her for or was it because hers and Derek's relationships? That was stupid because she had toned it down to an acceptable level, at least she thought she had. Maybe it was her physical appearance. Maybe if she lost a bit of weight, or coloured her hair, changed the style she would be more appealing. With that she sat up, climbing out of Derek's protective embrace.

'Where you going baby girl?'

'What would think if I was brunette? Or red?' She asked as she walked into the bathroom, coming out with boxes of hair dye.

'You serious?' He asked with a confused grin. 'I love your blonde bangs, why would you want a change?'

'Need a change.' She told him absentmindedly as she read the instructions. 'So... which one?'

'Neither.'

Fine. I'll decide myself.'

'Why do you need a change exactly?'

'Might make me more appealing.' She said tearing her eyes away to look up at him.

He pulled her close, dumping the boxes on the side. 'Derek...' She asked as he closed the gap between their faces.

'And you aren't appealing now?' He asked and before she could amalgamate a coherent response his lips took hers in a passion filled burst of lust. She pushed him off her, a little struck with terror.

'Get out.' She muttered, slightly hurt, majorly hurt. 'Now...'

'Penelope.' He reframed from using the chosen nickname. 'What did I do?'

'Just go.' She asked, tears forming. 'Please... I'll... I'll see you tomorrow.' Derek left completely bedazzled by her reaction, maybe his feat was up, maybe she didn't like him like that but then he thought to 8 days earlier, her confessing Kevin had left her, she was still raw. He left feeling guilty, like he had taken advantage of her, so he vowed to give her the space she needed, the space to heal. He would stop if she told him, with the look in her eye, that she didn't love him.

The next day, he left her, she looked a little stressed, a little bit sleep deprived and although that worried him, her reaction to his presence worried him even more.

When midday hit, and JJ and Emily were leaving he voiced a bit of his worry. 'Tell her I'm sorry.'

'For?'

'She'll know.' He told them and then got back to his file, they shrugged begrudgingly and left him to it, they then went to Penelope's office, however she met them halfway, eager to get loose of the building. 'Ready?' She asked with a smile that was not even a shadow of her old sorts, the pair nodded and the three left.

When they sat at the table in a nearby restaurant, JJ and Emily looked at her. 'So... what's happened?'

'With?'

'Kevin.' They saw her pale as the last syllable of his name left Emily's lips. 'Pen...'

'He left, you know that.'

'Uh ha, and Derek?'

'What about him?'

'He told us to tell you he was sorry, that you'd know what for.'

Penelope nodded, brushing over the topic, moving on to the one that was plaguing her mind. 'What would you say to me changing my hair?'

'The style?'

'And the colour, I think it might help...' Penelope trailed off. 'What do you think?'

'Penelope, does this have anything to do with Kevin leaving?' They saw her hesitate. 'Come on, no bravado needed here, its just us girls.'

Penelope hung her head. 'He left me.' Two hands, different shades of pinkness, reached across and grabbed hers, it was then that she felt her walls crack and the tears build and she didn't dare look up. 'He told me...' She sucked in a deep unstable breath. 'He didn't love me anymore.' A tear fell to the table, and Penelope suddenly laughed, this time not comically and then she looked up. 'It must have been me.' She told them. 'Something about me that made him just wake up on that day and decide that all the times he told me he loved me and all the times he made love to me, and kissed me, and made me feel better were just lies.' She wiped her eyes and put on a brave face as their lunch was brought, pleading that they leave it be.

'You need a girls weekend.' JJ offered up with a bright smile. 'You need the men in films that are our mavericks and our dream men.' Penelope laughed at the suggestion. 'What d'you think?'

'I'd love it.' She told them feeling better and conversation resumed to its usual girlie way, filled with random topics that bounced from the weird and wonderful to the down right hilarious.

It wasn't until Emily excused herself for the toilet that JJ took on her role as a good friend and felt things needed to be aired. 'Pen?'

'Mm.'

'What did Derek do?' She said Penelope's eyes widen slightly. 'You can talk to me.'

'He told me that I didn't need to change.'

'And that warranted an apology?'

'He kissed me.' Penelope started and felt a release and couldn't stop herself. 'And I liked it, it was everything I had imagined it to be but then I pushed him off me and told him to leave, I didn't explain, he thinks that Kevin broke up with me because of a job and I so wanted Derek to want me but I don't want him to fall out of love with me, I can't survive that happening to me again. If he even is in love with me, I mean that's ridiculous right? I mean he is so... well... handsome and I'm not in his league but he kissed me and I'm scared.'

'Scared?'

'He'll change his mind, someone better than me will come along and I'll be the mistake of the century.'

'Penelope stop this!'

'Right we ready to go.' Emily said not knowing what she was interrupting. 'I paid the bill this time.' She told them grabbing her bag. The pair exchanged a look. 'Did I interrupt?'

'No... we were just talking.' JJ lied for Penelope, earning her a grateful glance. 'Right lets go back to the adult world.'