AN: Thank you so much for all your comments, story and author alerts! Oh man, you guys are making me so happy that you're liking where this story is going. I felt like it might have been a dumb idea seeing as how there's no unsubs or any of that stuff but I'm glad it's been so well received! Special thanks to anyone who took the time to comment! I appreciate it!

Chapter Three: "Deterioration of the Fight or Flight Response"

Penelope woke up with a ticking sensation on her nose that made her scrunch her face up and groan as she moved her head away from it. She opened her eyes, reached up to scratch her nose and noticed Maddie had scooted so close to her during the night, the her hair – which was now in complete disarray – had managed to make its way onto Penny's face. Her tiny little body was clutching Elmo in a somewhat fetal position and her feet were entangled on Penny's own legs. Her hand was lying softly on Penelope's stomach, and her face seemed to be a lot more at ease since the last time she had seen her daughter sleeping.

Her daughter.

Penny didn't think she would ever get tired of saying that. A smile was automatic as she sat back and quietly watched the little girl take slow deep breaths, her flushed cheeks giving her some nice color, a good contrast from the past few weeks. The fact that she was entangled in Penelope's form showed a lot about her subconscious trust in Penny as a protective figure in her life, which made her heart, soar in excitement. It felt like every minute of every day was progress for their relationship, and she wanted to savor every single part of it.

She slowly separated them as she made her way to the bathroom to start getting ready for the day, hopefully so she would have things a little more settled before Maddie woke up. The daycare facility said the little girl thrived under consistent schedules, knowing what her day entailed, so a fly-by-the-pants kind of day wasn't exactly something that would keep her soothed even though that is something Penelope used to thrive in, was spontaneity. Especially with her high demand job, everything was constantly changing and she always had to adapt. But she could learn to take a step back and plan things through ahead of time. She could learn and she would learn.

As she got out of the shower, she picked an outfit a little tamer than she would have normally picked out keeping in mind the somewhat formal activities her and Madelyn had to make their way through today. A park of dark wash form fitting jeans, a pencil gray v-neck long sleeve shirt with a quarter sleeve black blazer that hugged her curves at her waist. She folded the gray t-shirt sleeve over the blazer giving her wrists some room to show off the neon pink and orange bracelets she was dangling. Her hair, back to its former blonde glory, was curled in bouncy waves and the glasses she picked had clear frames, making her eyes pop as it drew attention to the natural make-up she was donning, her lashes looking long and lush with some brown mascara and shimmering gold shadow.

She sprayed on some perfume, making sure to keep the scent light and not to overpowering. She checked on Maddie one more time, leaving the side lamp on and the door wide open before heading to the kitchen to start making breakfast and working on a schedule for the next few days for the two of them.

She turned on the coffee for herself, put some slices of bread in the toaster and took out some eggs and fresh spinach, tomatoes, cheese, mushrooms and green peppers. She set out to make a veggie omelet for her and Maddie to share as her computer loaded up and her tablet and android phone charged, getting ready for their busy day out. After she finished adding all the ingredients to the pan, she pulled out her computer and started making a list of things they needed to get accomplished before she decided to go back to work.

Well, she needed to buy stuff for Maddie, obviously. Clothing, food, utensils, diapers, hygiene products, toys, books, furniture for the spare bedroom, paint, decorations. That was priority number one, getting her settled into Penelope's home as a permanent fixture. The sooner they did that, the sooner Maddie would be comfortable with the idea that this wasn't just a temporary thing, she was here to stay. She needed to go to the Bureau, sign all the paperwork listing Maddie as her dependent and adding her to her insurance and all her paperwork. They needed to get her to a pediatrician, and the center that she volunteered at to see if they could help with any of her developmental delays or it they had any advice on how to help Maddie thrive in this new environment.

She was a little weary that Maddie would be way too overwhelmed by all this stuff, but Penny knew they had to do it all. And hopefully only getting it over with this one time would make it easier to handle then throwing things at her constantly and extending the process out.

A small, light knock at her door drew her attention up from her thoughts. She quickly flipped over the omelet, and headed over to the door, wondering who it could be so early in the morning.

She peeked through the peep hole and saw Derek standing there, wearing a dark green muscle forming t-shirt and some dark jeans holding two cups of Starbucks coffees, and a little cup that she hoped had something other than coffee in it – since she was assuming it was for Maddie.

She took a deep breath, caught a little off guard by his constant presence the last few days, and opened the door forcing a smile through her muddled thoughts. She was happy to see him. She was.

She just didn't know what to make of this sudden need of his to make his way back into being a permanent fixture in her life. It was throwing her a little off kilter, and with everything going on with her and Maddie and the adoption, she hadn't had time to process what Derek being back in her life in such a full frontal full time capacity – meant yet.

"Hey babygirl," Derek greeted, his eyes quickly raking over her as she realized he probably had never seen her dressed this way before. He was used to her bright, floral funky dresses and funky heels. Not power-woman kick-ass-momma look that she was going for these days, and it made her wonder – briefly, if he would like it or not. "You look – fantastic.." The way his voice deepened and he mumbled the last part of that sentence made her cheeks burn. His eyes continued to graze over her appreciatively, until she cleared her throat and broke them out of the heat induced daze that had taken over between the two of them.

"Thank you Derek," she squeaked out quickly turning around and willing her body to cool itself off as she heads into the kitchen to check on the food she had quickly forgotten about when she saw him.

Thankfully the omelet didn't burn, but it was ready so she took it off the pan and split it in half for her and Maddie and started to grab the toast that had been sitting ready in the toaster.

She felt him follow her into the kitchen and sit down at the table; the silence that took over the room didn't make the tension any smaller. It was getting harder and harder to ignore the tingles that overtook her body whenever he was around her. It wasn't fair to him or his girlfriend for her to even be thinking of putting him in such a situation where he would have to choose between the two of them. It was a lot easier for her to ignore what she imagined between them when she didn't have to face him on a daily basis.

Derek didn't know where her mind had wandered off to when things got so quiet and awkward between them again, but he wasn't sure he liked it. Last time he left her mind to wander to its own devices he didn't hear from her outside of the occasional small talk, polite conversation for over three months and found out she had become a mother. He figured he probably made her uncomfortable when he couldn't stop staring at her after she opened the door, but he couldn't help himself. He had never seen her look like that before. He always thought she looked beautiful, with her colorful dresses, accessories and wild hair. But this sophisticated look she was going for was turning him on like no other. He felt his heart literally stop his eyes couldn't stop raking her over. Those clothes literally looked like they were made for her, and all he wanted to do was peel them off one layer at a time.

Woah.

He needed to get his mind back out of the gutter. He wasn't going to win her friendship back thinking like that. He needed to earn her trust again. She was as skittish as ever around him now.

A tiny patter of footsteps broke their silence as he looked back and saw Maddie clutching her Elmo doll, looking sleepy, disheveled and completely adorable standing on the doorway to the kitchen.

God, she looked so much like his babygirl. He still couldn't believe she was adopted and not hers biologically.

"Mama?"

Derek feels himself smile automatically hearing that term come out of the little girl's mouth. He knew by the look on Pen's face every time she heard it, it made her heart soar.

"Hey Maddie," Pen responds happily, watching as Maddie rubbed her eyes sleepily walked over to her and raised her arm that wasn't clutching Elmo as a way of showing Penelope she wanted to be picked up.

Pen quickly leans down and lifts her, Maddie wraps her legs around her and lays her head on her shoulder and shuts her eyes again. Pen feels her heart flutter and her eyes start to water as she turns her head and gives Maddie a small kiss on the forehead, then walks them both over to the kitchen table and sits down, rubbing the little girl's back soothingly.

Derek meets her eyes above the table, noticing the soft glow of happiness that had taken over his best friend. The bright smile she gives him as she lays a kiss on Maddie's head makes him chuckle and smile back at her.

"Are you hungry Maddie?" Penelope asks, as she smoothes some of the tangles out of the little girl's hair and away from her eyes.

Maddie nods and sits back up from where she was laying down on Pen's shoulder.

"I twusty too…"

"Thirsty?" Pen tries to clarify in a kind tone. She was careful about making sure her nature was always helpful not at all demeaning since she knew Maddie was still wary about talking and her speech delays. Just a few days ago, everyone was convinced she was deaf or mute. Now, as more time went on and the more she spoke little and little to Penny, she was convinced it was more of an emotional trauma based on her fear filled environment – and had little to do with the little girl itself. She was certain now more than ever that the more comfortable Maddie became the more her language skills would burst. She was a chatterbox waiting to come out. Penny could feel it.

Maddie nods in a sign of agreement to her question.

Pen is about to stand up and grab her something, until Derek speaks up and breaks the mother-daughter moment.

"I brought you and your momma a present this morning Maddie," Derek says from across the table, leaning down to make eye contact with the toddler sitting on Pen's lap looking at him curiously as he places a small Starbucks cup in front of her.

"It's not Cwistmas." Maddie states, as if the thought of her getting a present out of the blue was something unheard of.

"Well, people still give presents all the time. Even if it's not Christmas," Derek says watching as she gives him a dubious look of disbelief, causing him to laugh a little. "It's true princess. When people love each other, they give each other presents to make each other happy. All the time."

Maddie's eyes widen as she hears Derek's explanation.

"All da time?"

"Yep. It's what families do."

Derek just responds confidently smiling as he watches Maddie eye him curiously, mulling over his words. He notices Penny smiling widely at the two of them, her eyes filled with unshed tears making him want to go over there and wipe them before they have a chance to fall.

Penny was sure Derek had no idea how huge of a deal it was that he was having a conversation with the toddler right now, who before a few days ago had never said a word in her life. And within a few minutes under Derek's charm, she was comfortably talking to him as if they had known each other their whole lives. It made her fall in love with him more and more by the minute.

"Mama, is Dewik famiwy?" Maddie asks Pen, looking up at her as if her answer was law.

Penny notices the look of uncertainty on Derek's face and it breaks her heart a little he was second guessing his role in her life. It was probably her fault; she knew she was mainly responsible for the distance between them. She thought he would be fine without her. But she was quickly coming to learn that she played a role in his life that couldn't be easily filled as she thought with just anyone else. And he was making an effort to make himself a permanent fixture in her life again, so why couldn't she just meet him halfway?

"Oh yeah Maddie, Derek is a big part of our family."

The definitive tone that Penny held that statement with brought enough comfort to the little girl that she turned around and smiled at Derek who was stuck in a gaze with Penelope. His eyes shined with such love and happiness, that she was sure right then, she made the right decision to bring him into this with her. Maddie would be blessed to have Derek as a part of her life. She just needed to be careful to make sure he knew this would be a permanent thing, but they could talk about it all later. Right now, she just wanted to keep things light between them. It had been a while since they could just enjoy each other's company, maybe today would be a good step in the right direction for them. And with Maddie as a buffer somewhat- there wasn't a way for Janie to join them and bring her tension filled company along.

"Okay, time for breakfast baby," Pen states cheerfully, standing up and putting Maddie in the chair they were sitting in together, by herself. She grabs the only sippy cup they had at the apartment, the one Marcus got for them, and fixes the hot chocolate Derek had gotten her from the Starbucks cup into the childproof one.

After breakfast finished, Pen got Maddie ready and Derek insisted he'd clean up the kitchen so they wouldn't have to worry about it later. Penelope told him she could do it later after Maddie went to bed, but he insisted to the point of almost pushing her and Maddie out of the kitchen so she wouldn't keep arguing with him about it. Pen ignored the domesticity of the whole thing, reminding herself that he had a girlfriend at home waiting for him, as her and Maddie met Derek in the kitchen after they got everything ready to go.

"Okay, so what's the plan for today?" Derek asked, as he watched Pen grab her tablet, phone and other gadgets and put it in her purse. He noticed she had also stuck some diapers, wipes and snacks and juice boxes in there for Maddie, causing his smile to widen at how prepared she was for all of this. Being a mother came as natural to her as breathing. She was a natural caretaker.

"Do you have to go to work?" Pen asked as she finished packing her bag and grabbed her keys.

"Nope. I took the day off. Unless we get a case, I'm all yours for the day," He responds happily watching as she smiled at him and shook her head at how silly he was being.

"Alright well, Maddie's in charge of our schedule today – right munchkin?"

"Yeah! Mama says I'm da nawigator, wike a map!" Maddie says excitedly, looking particularly proud of herself for being given such an important task as she holds up a piece of paper showing it to him.

Derek looked up at his babygirl who was smiling at how excited Maddie was to play a part in their trip today. Pen figured that if she distracted Maddie by making it seem like she was in charge today, it would build her confidence while at the same time divert her attention from the fact that they would be busy doing all sorts of things out of her comfort zone today.

Their morning was jam packed with all sorts of shopping excursions. They went to the mall and picked out all sorts of clothes, shoes, toys, and books for Maddie. Then they went to Home Depot and picked out paint and supplies, with Maddie settling on a peach orange-pink combination as her favorite color. Then they headed to the furniture store and picked out the entire layout for Maddie's room, and Pen bargained and sweet-talked with the store to have the stuff delivered within the next two days, not the usual week that it takes. By the time they were ready for lunch it was 2 o'clock and Maddie was wiped out tired. She fell asleep in the car, so Derek and Pen got some take out and ate together in the vehicle, saving Maddie's stuff for her for when she woke up.

The car was silent, a smidge due to an awkwardness that had recently come between the two friends and partly because of the sleeping toddler in the backseat.

Derek cleared his throat a little, feeling dry all of the sudden as he tried to think of something to start the conversation between them.

"I'm sorry Derek," Pen started talking, surprising him that she was breaking the silence and initiating the conversation. She looked down, looking a little guilty and sad before looking back up at him as he gave her a look of confusion.

"For what baby?"

"For being so distant and pushing you away the last few months," she responded, blushing slightly.

He nodded, not knowing how to ask her what had happened to make her do that. He had dated women all the time throughout their eight year friendship, and never once did she distance herself from him because of it. JJ and Reid had filled his mind with all sorts of junk as they told him she was probably tired of playing second fiddle to all the women in his life, but he had no idea what they were talking about. Pen always came first for him. All his girlfriends knew that his friendship with her was off-limits, and he had broken up with quite a few of them who couldn't wrap their heads around the fact that he wasn't going to let Penelope go anywhere without him.

"I just, had a lot going on after Kevin and I broke up – and after Janie talked to me about giving you some space, I figured I needed to take a step back from everyone and figure out what I wanted from my life, long term –"

"-What do you mean Janie talked to you?" Derek interrupted her rant, his face looking a bit angry and hurt as she looked at him, surprised at his reaction.

"Don't be too mad at her doll, she was just looking out for your relationship. And she was right;it wasn't fair of me to all of the sudden put everything on you just because I was single again…"

"What did she say?" He asked watching as she looked away from him, squirming uncomfortably in her seat.

"Nothing important. Just that, you guys needed some space to be able to grown in your relationship, and that sort of stuff."

She wasn't looking up at him when she said that, making him aware of the fact that she was probably holding something from him. Penny was horrible at lying to him. Or anyone for that matter. It probably didn't help that she was surrounded by profilers on a daily basis. They had all promised each other they wouldn't profile each other, but he couldn't help it. Profiling her was all he had the last few months, when she wouldn't talk to him about what was going on in that head of hers. It was the first time in their entire friendship that he had no idea what was going on between them.

"What else did she say, what aren't you telling me?" He prodded, watching as her eyes watered a little and she looked out the window, away from him.

He hadn't meant to upset her by pushing, but he needed to know what he was up against here. Pen always put everyone else's well-being before her own, and if she thought that he was better off without her – he was fighting a losing battle here.

She cleared her throat, and spoke – still facing the window and not looking over at him but he could tell she was still upset by the conversation. "Derek, it's –"

He stopped her right there, knowing she was trying to avoid the topic at hand still. He reached over the console and grabbed her hand holding it between both of his in a soothing manner. "Please babygirl, tell me what she said to you."

Pen looked back over to him, her eyes still looking sad before she bit her lip nervously. "She said that there wasn't room in your relationship for three people. And that she wasn't going to compete with … someone like me, and it was about time I learned my place that nothing was ever going to happen between the two of us."

Derek's jaw dropped as he let go of her hand, feeling like someone had stuck a knife through his back and he couldn't breathe right.

She put her hand on his arm trying to calm him a bit before he did something stupid, like call Janie and break up with her. She wasn't going to come between the two of them, she had told herself that numerous times. Derek liked her. He was just upset right now but she wasn't angry at either one of them.

"Derek, it's okay – I was hurt for a while but now I can see where she's coming from. She was a bit wrong to go about it the way she did, but she was right. You guys needed that space for your relationship to grow to where it is today, and it never would have happened with me around as the third wheel all the time," Pen spoke quickly watching as he looked over at her with a look of disbelief and hurt on his face.

"No, you don't get to make excuses for her Penelope. She had no right to say anything to you. Relationships are a two way street. If she had a problem she should have talked to me about it," Derek growled at her, his fist clenching angrily.

She looked at him with some sadness and regret in her eyes. "Please don't be mad Derek. Please, just – oh god, I shouldn't have said anything," she whispered, her eyes starting to water as the car started to feel smaller and smaller.

"Don't say that. You should always be able to tell me anything," he responds watching her quickly wipe her tears away before they have a chance to run down her cheeks, "I can live without Janie. I can't live without you babygirl."

Whether it was her nickname on his lips, his hands that had reached over to hold hers, or the confidence behind his statement that made her realize he was dead serious, there was no hesitation there – or a combination of all of those things, Penelope felt a shift in the dynamic of their relationship right there. It was as if a spark was all of the sudden lighted beneath them, the tingles that traveled up her arm making her uncomfortable where this conversation was going. She had resigned herself to the fact that she and Derek would always be just friends. The way he was talking right now was making her think things weren't as black and white as she had laid them out in her head.

"Don't say that Derek," she whispers as she squeezes his hand comfortingly. "I appreciate the loyalty and the sentiment, but you can't go around pushing away every woman that comes into your life just because you don't want things to change between us. Otherwise you're never going to be able to find someone to settle down with and have beautiful chocolate babies."

She smiled through her tears as she felt her heart break a little at her own statement. Just imagining him with someone else carrying his child was painful enough for her to break the contact between them and pull her hands away from his. She had no idea how the conversation ended up where it did, but she was really wishing she hadn't let him come with her and Maddie today. She was going to need a pint of ice cream and a bottle of wine or maybe even tequila just to be able to forget this whole car ride before she went to bed tonight.

"Don't you get it yet woman?" Derek asks as he puts his hand on her cheek reassuringly, watching as she leaned into the palm of his hand, as if it was instinct or second nature for her. "You're the only woman besides my mama that I need in my life."

Her eyes widen at the implications his statement had just left between them.

"Well there is another girl I need now," Derek says watching as she stares at him curiously. He knew he was putting a lot at stake now by being so forward with her, but he was tired of second guessing his role in her life. Kevin was officially out of the picture. She was being ridiculous even thinking Janie held a candle to her in his life.

"She's little, has beautiful blonde hair and green eyes – and looks just like a princess. She carries around Elmo with her everywhere, 'cause he's her best friend in the whole world," Derek says smiling at her watching as her eyes water and she laughs at his description of her daughter. "Does anyone know who that could be?"

"Dat's me Mama!"

Pen just laughs as she turns around and watches a sleepy, disheveled Maddie get excited and sit up in her car seat effectively waking herself up all the way.

"How long have you been up sleepy head?"

"I up now Mama, I sweep bfore!" Maddie responds excitedly, her nap obviously giving her lots of energy back.

Penelope just laughs again at Maddie's response. Children had the best way of answering questions. Their honesty just made everything all the more endearing.

"Are you hungry baby?"

Maddie nods excitedly, watching as Pen produces her sippy cup and a bag of snacks and hands it to her.

"Snack on that for now, and when we get to Mama's work I'll give you the chicken nuggets we got you," Pen says, watching as Maddie says 'okay' and starts eating the snacks she handed over to her.

Derek looks back over at Penelope, keeping the conversation light now that the toddler was awake. "So, to the BAU now?"

Pen nods in agreement, watching as he turns the car on and turns into the street. She was glad Maddie was awake now, effectively breaking their tension filled conversation that had filled the car in the midst of her slumber. She had a feeling that it wasn't over though. Her thoughts soon confirmed by Derek's next statement, spoke quietly enough that she would be able to hear him – not the toddler in the backseat.

"Don't think we're finished babygirl, we'll keep talking later."

As she looked out the window, ignoring the feeling of foreboding that had come over her insides - she realized Derek didn't know how right his words were.

A/N: What'd you guys think? Leave a comment if you read it please -I wrote the chapter originally with her meeting the team and going to the guidance center, but I felt like I kind of left things a bit unsettled with her and Derek so I made their chapter this time around, she'll meet everyone in the next chapter, it'll flow better that way I think... Thanks again for all the comments and alerts, and story favorites! Those always make me more inspired to keep writing!