"Hi Mom, how are you?" Derek asked.

"I'm fine baby and you?" Fran responded.

"I'm fine. How are the girls doing?" He asked.

"They're good but they miss you. When are you coming up for a visit? It's been a while." Fran said.

"I've been real busy but I was hoping to make it up there next month. Depends on my case load. You know I'm never sure where I'm going to be from day to day." He said.

"Derek is everything ok? You sound a little off baby." Fran said sounding concerned.

"Yea Mom, I'm just tired. We had a long case and the day feels like it's never going to end. How are my niece and nephew? " He said.

Fran knew this was his way of changing the subject. Her son didn't do well with sharing his feelings but she also knew that this was a direct result of Carl Buford. Derek had learned to keep his feeling buried deep down inside to protect himself and even though he had gone to counseling, it was obviously a matter of self preservation for him. She had learned that sometimes she just needed to push him a little to get him to open up.

"The kids are fine. Growing like weeds. Sarah is thinking about putting them into nursery school next year. So what happened today that it feels so endless for you? She asked.

"I'm just not myself is all. I'll be fine tomorrow." He said not managing to convince him Mom or himself of that.

"Baby I know there's more to this. I'm your mother and I know things." She said.

"Mom I'm a little confused by things. I know I'm tired but I'm not seeing straight right now. I wouldn't even know how to explain it. I'm just … I don't know, a lot of things. I can't even say what I am right now." He said realizing that he was talking in circles.

"Why don't you take it from the beginning, tell me about your day." Fran said lovingly.

Derek told his Mom about the case they had just wrapped up and how the locals had given them a really hard time. He told her about all of them getting together after they arrived and how his mood had changed and he was happy to be back. He had left out the part about Penelope and Kevin, so when he starting telling her about his discussion with Emily, Fran was obviously a little confused. When she questioned him on the conversation, he realized he had to fill her in on the argument. It was then that Fran was able to follow. It was then that he explained his anger. How it had it bothered him that Emily would again bring up his relationship with Penelope.

"Derek, does Emily not approve of your friendship with Penelope?" Fran asked.

"Emily is always saying that my Baby girl and I feel more for each other than we're both willing to admit. This is an ongoing conversation with Emily. It had quieted down a bit when my girl started dating Kevin, but it reared its ugly head again tonight. I don't know where it comes from but it's obvious my girl is with someone else. Emily doesn't seem to want to accept that. She was saying that I needed to re-evaluate my priorities which really pissed me off. " Derek said.

"Derek why did Emily bring this up again tonight?" Fran asked.

"She didn't think I should be the one to go outside and make sure my Baby girl was ok. Ma she told me that Kevin has some insecurity issues with me and that by going out there I might make things worse. I questioned that because I hadn't done anything. That's where she told me about her conversations with my Baby girl. Seems I have a reputation of pummeling guys that go near her so everyone's afraid to." Derek explained.

"Baby, you've never hurt anyone have you? Fran asked concerned about the idea that her son would do that.

"Of course not Ma. I watch out for her, she wants to see the good in people all the time, and well you know that's not always realistic." Derek said. "You know people like to jump to conclusions. They know I help her out with things and that we hang out a lot together, at least we used to until she started dating that idiot."

Fran couldn't help but laugh. "Derek honey one of these days you are going to say that out loud and in public and word will get back to him." She said.

"Like I care Ma, he really doesn't deserve my Baby girl. Problem is she hasn't realized that yet." He said.

"Well I'm sure people think the same thing about you and the other girls too, I mean after all I'm sure you have a good relationship with them as well." Fran stated.

"I do Ma, but it's different with them. They don't need my help." Derek said.

"Oh I see so you don't do the same things with them?" Fran asked?

Derek was silent for a bit. He thought about what he'd said and realized that he did react differently with her. He was close to Em and JJ but it was a different kind of close.

"Derek are you still there?" Fran asked.

"Uh yea Ma I'm sorry what was the question?" Derek said trying to buy some time.

"Young man you know exactly what my question was. Now you're stalling." Fran said sounding somewhat stern with her son.

"No I don't. JJ and Em don't really need me. My Baby girl is alone Ma, she doesn't have anyone. I know JJ isn't technically with anyone right now but Will is coming once the baby is born and Em, well she's just Em. She's always been strong and independent." Derek said.

"So the only one with a boyfriend close by is Penelope but she's the only one that needs you?" Fran asked subtly pushing the buttons that Derek needed pushing.

"You think I have feelings for her too don't you?" Derek asked.

"I'll tell you what I think baby. You and I have been talking for almost 30 minutes and in all that time, every time you refer to Penelope it's "my girl" or "My Baby girl" and I do believe there was a "my baby" in there as well. I don't believe that you think she's incapable of taking care of herself but it does sound like you enjoy that role. It also sounds like it bothers you that someone else would take that role on. I know you don't like Kevin but you seem angry with him. I'm not sure if it's because of tonight's scene or if this is something you have felt for a long time because he took her away from you. I think you're scared because you have feelings and you don't know what do to about them. I think you're afraid it's too late because she's already with someone else." Fran said.

"Mom" Derek said but Fran continued talking.

"Honey, I'm on the outside looking in and from what I can see, Emily is right. You need to think about what Penelope means to you. I think you'll be surprised with the answer." Fran said gently.

"This is the whole you can't see the trees for the forest thing isn't it?" Derek asked.

Fran broke out laughing. "No Baby, it's you can't see the Forest for the Trees. It just means that you're so busy with all the little details that you're not seeing the big picture. Just think about what I said. Be honest with yourself don't let fear take away what could mean so much happiness for your baby." Fran said.

"I will Ma. I'm going to try and get some sleep." Derek said.

"Ok baby, sleep tight." Fran said.

"Ma?"

"Yea honey."

"I love you Ma, thanks for listening." Derek said.

"I love you too baby." Fran replied.

Derek hung up and leaned back against the couch. Thinking about his conversation with his mother he knew she was right. He hated that he could be replaced by Kevin in her life. He hated that she didn't need him anymore. What he really hated was the fact that if was Kevin that held her night instead of him. He knew he had screwed up with Penelope. Punching her boyfriend was not one of the smartest things he'd ever done but it was what it was. He looked at his cell and sighed. He wanted to talk to her and clear things up. He wanted to apologize and make things right between them again. He wanted……. He wanted her. Derek smiled to himself. For the first time he had admitted it. He wanted her. He jumped off the couch and grabbed his jacket. He was going to Penelope's house. He would tell her everything. He would finally admit what he'd been denying to himself all along. He was going to make things right.

As he reached the door he realized that Kevin was probably still there. He knew he couldn't show up there. It would only create more problems. He leaned against the door and slowly dropped his body to the floor. He leaned his head back against the door. "I blew it. She's not my Baby girl, she's his."