Disclaimer: I don't, as ever, own a single thing =(

A/N: Sorry for the delay! Hope you like the next lesson! =)

-=-=-=-=-=-=-=- Needing Cupid's Help -=-=-=-=-=-=-=-

Derek looked down at Penelope's serene features as she stared out of the window. He didn't know if it was a perfect plan or if fate was intervening with helping him use his lessons. This week's one just happened to be fitting with something he'd been thinking for a long time.

It was coming up to the anniversary of Penelope's parents death and he'd known for years she'd wanted to go back to California, to their place of rest, to just sit and procrastinate close to her childhood. However, she had always been too scared to go alone.

Derek had taken it upon himself to book the flights once he'd gotten out of his lesson of that week and booked them up.

"Be respectful." Gwen had said as she'd slide onto the desk, she leant forward, her hands clasped as she begun. "No woman's going to want a man that doesn't respect her. I don't mean you respect her the way you met her. I mean respect all of her, all the way back to her childhood. Respect what you didn't know. You respect her for her experiences, her loves, her dislikes, her crushes, her secrets, her losses, her gains, you respect everything about her."

Gwen sat back and watched each man's face. Clive was by far the most thrown, Alan seemed to think deeply and Derek seemed certain about something. She had to smile. He didn't need these lessons yet he came. Every woman needed a man like that.

"Think of something that's affected her in her life. Be it a film, a song, a memory, a moment. Whatever, take it, respect it and remake the memory. Make it something enjoyable." Gwen slide of the table top and looked at them. "First thoughts on the lesson?"

Clive looked up a little shocked.

"Clive, how could you respect a part a Marie's life?"

"I'm not sure," he ran his hand through his hair and looked at her. "I don't think I can be here any longer, it's embarrassing." Derek's head shot to look at him, "I'm not a man for being here."

"Yes you are," Derek spoke up, "C'mon man, you like her, why should this matter?"

"Oh, coming from you, who has your girl eating out of your hand." Clive said as he pulled his coat on.

Derek stood up and went to block the doorway. "I don't. She thinks that she made an arse out herself because I didn't want her how she wanted me and yet I still can't quite get the point of telling her I love her. So tell me I have the girl I want eating out of my hand now..." Derek sized up to Clive then, went towards him. "Go on..."

"Why don't you just tell her?" Clive asked arrogantly.

"Because she means too much to me for me to go and mess it up. She deserves perfection and I'm not that. I might nearly be there, but I'm not there yet, but I will be." He smirked and shook his head. "Maybe if you thought that too you might actually get somewhere." He then sat back down with a smile on his lips.

It didn't take Clive long to take his seat and sit back down. Derek looked at him and he flashed him a smile and got back to thinking about Penelope.

"Right, Derek, got any ideas?"

Derek's head snapped up and he nodded slightly, "Pen's parents' death would've been 15 years this Saturday, I think I might take her back to California. I want to respect the fact that she might have lost her parents, but someone in her life wants to still know about them." He looked down as though shy of this sensitive side of him and then looked back up. "They made her who she is, and I want her to know it."

Gwen smiled broadly. "I definitely think you're hitting the nail on the head with that, Derek." She then asked the other two what they had planned and was happy with the progress, she then sat back and against the desk. "Right do you argue you with her over little things?" She received blank stares. "She works too much, she demands the films you watch, she has a bad habit, she cooks the same thing, silly things like that?"

The men nodded.

"Well you need to respect those elements as part of her and need to realise you probably have the same things about you that annoy her. Respect her and compromise." Gwen drilled the lesson into them again.

Derek didn't forget it. Even now looking at her, he respected Penelope for all of her life choices. Even, if bitterly, Battle and Kevin. Without those two men he wouldn't be able to sit here and be able to inwardly declare that he was in love with a woman for more than sexual gratification.

-=-=-=-=-=-=-=- Needing Cupid's Help -=-=-=-=-=-=-=-

Penelope looked up at Derek and saw him staring at the back of his seat, they were now descending into San Francisco and her stomach was throwing vaults with nerves. She slipped her hand onto his as it sat on his lap and leant in.

"Handsome, you didn't need to do this. I mean, another year away wouldn't change it for me."

"Another year of ignoring the blatant fact that you miss this place. You need to come here, Baby Girl, get a little respite, lose a little stress, relax some." Penelope looked up at him dubiously. "I know, right now, it doesn't feel that way. Your brothers are closer than ever and your life got more eventful and preoccupied. For once someone is taking time out to look after you..."

"You did that last week." Penelope interrupted gratefully, her eyes looking up at him somewhat apologetic.

"I'll do it next week as well if need be, Baby, you deserve it." Derek said and leant down, his hand cupping her chin so she was looking at him, keeping eye contact. "Plus, I wanna know what makes you, you."

Penelope smiled at that. "Well I better get on it, we only have 2 days."

"Yes, you better had, Gorgeous." Derek told her and they settled back as they got closer to the San Fran soil.

That day Penelope took Derek 'sight-seeing', her old house, high school, hang outs, the best diner around, the beach. They kept it chilled, relaxed, had fun. They just sat on the beach outside their hotel until the sunset and then went for food.

The next day Derek got them a cab and he'd listened to Penelope tell the driver the address before they left. He'd grabbed her hand in his from his side of the cab and smiled at her reassuringly as she looked up at him.

She'd been silent all day, he'd only just realised he'd never spent this day with her. She'd always taken it off and disappeared until the next day when she'd come into work. Now he hated himself for ignoring her, for never spending it with her.

He remembered how she'd spent the last anniversary of his dad's death. She'd brought enough food and entertainment to take them from quite early in the morning to quite late into the night. His appreciation of one person sky rocketed even more that day.

He paid the cab as they stood at the gate of the graveyard. Penelope's grip on the bunch of flowers tightened as her nerves grew. Her mind flooded with memories of the day she buried her parents and, after all these years, she began to falter.

"Right, Baby Girl, I'll sit at a bench near you, but if you want some alone time I don't mind. You just give me the orders." Derek said giving her the choice.

Penelope looked down the path a moment. "Yeah, I need some time alone."

Derek remained silent and took her hand and led her inside, he let her go off when they found the first bench and he sat down and relaxed against the tree behind him. He put his hands on his head as he watched her walk off a little more before turning left and walking through the rows of headstones.

In the distance he saw her stop, her shoulders went back in aid of a deep calming breath before she crouched down and he couldn't see her anymore.

He had his little plan ready.

-=-=-=-=-=-=-=- Needing Cupid's Help -=-=-=-=-=-=-=-

Penelope ran her hand around her mom's tombstone, the granite still sparkling and perfect, just how she'd left it all those years ago. She slowly placed the flowers down and smiled a little.

"I wish you could meet him." Penelope whispered tearfully, "I wish you could tell me what the hell I'm doing wrong. I'm in love with the wrong man and I can't stop myself from falling deeper."

Penelope collapsed to her knees, her hands on the stone and her head bowed. "I thought he wanted me, Mom, I thought we were getting our big break, but I was wrong and I can't stop myself from falling in love with him."

Penelope had been holding this all in. Ever since the date she'd been building up the wall to keep everything normal. She couldn't deny her heart any longer; she was in love with Derek. She couldn't help it, she couldn't switch it off and lately, with the extra attention she was getting and the care he issued to her, her heart only wanted more.

"I'm in love with my best friend and I don't know who to turn to for help to stop."

-=-=-=-=-=-=-=- Needing Cupid's Help -=-=-=-=-=-=-=-

Later that same day, when the sun had settled into the horizon, the sky the mix of blues, oranges and whites, the sea calm, the air light, they sat in a little restaurant that Penelope had recommended.

Since leaving the graveyard Penelope had become extremely quiet. She'd cried a couple of times, but they quickly stopped and she calmed again. Now as they sat waiting for their starters, he could see some hidden pain on her face.

He needed to distract her until she was ready to tell him without being pushed.

"You seemed pretty certain on what you were ordering." Derek said as he grabbed his beer.

"I loved this place. Best Cavatelli di Ricotta around." Penelope told him with a grin. "You know me and Italian, Stud."

"Oh I do, anything Italian and you love it, apart from the language." He teased and Penelope laughed.

"That, I'm working on, Handsome." She told him, pointing her finger at him playfully and went for her glass of wine. "Mexican step father and he brought me up on Italian, no idea where the sense was until one day he sat me down and came out with the most bizarre rationalisation." She looked up thoughtfully. "Italian is more hippie friendly, Penny Pot."

Derek chuckled at that.

"Thing is, Cup Cake, I'm still confused, but hey, I have a new love." Penelope pondered with a smile.

"What about me eh?" Derek asked with mock hurt and he grinned at her. "I should be your new love every time you set eyes on me..."

"Oh, you, my own piece of eye candy, do that just fine. I'm allowed BRAND new loves. I mean, essentially, you are 6 years old for me now. Old news even." She spoke with such poise, her words slipping from her tongue in almost a seductive manner. "I keep you around for my own dirty fantasies."

"Ever thought that that goes both ways?" He told her and chuckled as her eyes widened as she was caught unaware.

Penelope's mouth opened to speak then shut, she couldn't think of the words and she didn't have time as their starters arrived and things fell into place. Banter resumed and Penelope's usual manner slotted back in. The moment hesitation of shock had gone.

Derek loved every moment of that dinner. They laughed together, shared food and he heard more stories of what she did in her teenage years. He had to say, Penelope was a bit of a rebel, yet he had to admit, what had changed really?

Penelope sniffed a little as she hooked her handbag onto her shoulder, Derek looked immediately with concern, "See that table of four men," she began quickly, "with the women and children?" Penelope asked as they made it to the door.

"Yeah..." Derek agreed, he'd seen them and well heard them too.

"They're my brothers." She looked up and she looked ready to cry. "All of them blanked me when they looked at me. Not one of them would look at me when I tried."

Derek's chest rumbled with a growl, she didn't deserve that treatment. "Baby Girl, they just don't appreciate and respect what they lost and that's their problem"

"You do though. You appreciate and respect." Penelope said, not thinking about her heart, she just took his hand and held onto it. Wanted to feel the strong grasp.

"Even though I haven't lost you, and never will." Derek told her as his tightened his grip on her hand.

"You respect me though and it means a lot to me." Penelope told him with a sad smile.

Derek had to smile at that, even as he looked at the disrespectful men watching them walk away.

He'd forever respect Penelope.

She'd soon know why as well.

-=-=-=-=-=-=-=- Needing Cupid's Help -=-=-=-=-=-=-=-

A.N:This chapter ended unexpectedly lol, it wasn't planned like that but happened!

Hoped you like!

More?