Don't Own.

Please R&R.

Spoiler Alert: This contains spoilers from Season 8's season finale.

…

Twenty Four Years Earlier:

Penelope, who had fallen into a fitful sleep, woke up with a jolt when she heard a loud banging coming from her front door. As soon as her eyes snapped open, the memory of her realizing the replicator had been in her apartment seemed to slam into her and her heart began to race.

She looked at the clock by her bed, its display showed that it was two o'clock in the morning, she had only fallen asleep an hour before that. It had been hard to find sleep as she had to keep telling herself that the replicator was dead and could no longer hurt her or her team.

The knocking continued and Penelope forced herself to get up. She inched warily towards the door until she heard Derek's voice call out to her.

"Baby Girl, it's me, please let me in!" He sounded desperate so Penelope hurried to the door. She looked through the peephole to see Derek leaning on his arm against the door, he had a grimace on his face and Penelope thought for a moment that something terrible must have happened.

She whipped open the door "Derek what..." She was caught off guard when he stepped forward and pulled her into a tight hug.

Penelope was confused at his behavior but she tentatively wrapped her arms around him and rubbed his back in soothing circles.

She waited until he was ready to talk, her mind racing through possibilities for why he was acting like he was while they stood there.

Penelope was shocked when he finally pulled away from her; there were tears in his eyes. Penelope had never seen Derek cry before. She may have known him for nine years but the man had always been good at concealing his emotions, unless of course he was angry.

"Derek?" Penelope questioned, her voice worried "What is it?"

He stared at her and took in the fear plastered on her face "I'm sorry," he said hanging his head.

"Baby..." Penelope muttered, she reached out and placed a hand on his cheek; he leaned into the touch and slowly looked up at her. "Come here," Penelope said feeling his vulnerability. She pulled him into her apartment and closed out the cool air of the summer night.

She took his hand and brought him over to the couch, she sat down before pulling him down next to her. Her hand still clasped in his, she searched his face "Derek, please stop being so mysterious and tell me what's wrong."

Derek took a deep breath "I had this horrible dream after I went to bed tonight. I was back outside of the hotel with Rossi and Hotch and Strauss was being put into a body bag but then when I looked again it wasn't Strauss but you."

Penelope felt a chill run up her spine at the thought.

"I hurried over to you and tried to wake you but you were as cold as ice and your eyes stared up at me blankly, so unlike the loving sparkle I'm used to. When I woke up I felt so alone and scared. I knew it had just been a dream but I needed to come and see you."

He looked up at Penelope and she gave him a spathic look. She rubbed her thumb over the back of Derek's hand and gave him a half smile "Don't worry Hot Stuff, it was only a nightmare which isn't a surprise considering the last few days we had, but other than a bit emotionally frayed, I'm fine."

He shook his head "You don't understand Penelope, I knew you were okay but not being able to just reach over and check, see your chest rising and falling next to me right that second, that was the scary part."

Penelope stared at him in question.

"Penelope, I love you," Derek said, the emotion he felt seeping into his voice.

"I know you do," Penelope said a soft smile on her face "and I love you right back, you know that."

Derek grunted and moved closer to Penelope so they were only inches apart. "No Penelope, I don't just love you like we tell each other all the time, I'm in love with you and I have been for a long time."

Penelope gaped at him; she never thought she would hear Derek say those words to her.

"Before when we first met I felt this attraction to you that I never had felt with any woman before. Other than being one sexy mama you also really got me and on so many occasions when we were laughing and flirting I just wanted to lean over and kiss you. I would think about asking you out and what an amazing couple we would make but then I remembered how emotionally unstable I was. I was still caught up in my past with the whole Buford thing, I was a broken man on the inside and no woman, especially a woman as amazing as you, deserved that. I wasn't ready for a serious relationship and I didn't want to ruin what we had so I waited."

Penelope bit her lip as Derek squeezed her hand; he was looking at her so hopefully.

"Then you got shot and it tore me apart. I couldn't imagine what I would do if I had lost you and I knew I had to tell you. I tried to but it seemed I didn't move fast enough. It seemed like in a blink of an eye Lynch had swooped down and captured your heart. I had missed my chance and I didn't want to make things complicated for you so I just kept my mouth shut. I tried to tell myself that as long as you were happy than I would be happy too. It never worked though and so I distanced myself from you because I couldn't take the pain of seeing you and Lynch together."

"Oh Derek," Penelope said, tears in her eyes now "I had no idea. I mean I was attracted to you but I didn't think you'd ever feel that way back."

Derek wiped the tears off her cheeks and shook his head "Baby you're the only one I've ever felt this way about and after this week, after what happened with Rossi and Strauss, I just couldn't keep quiet any longer. He told me tonight that the one thing he regretted most was not asking her to be his sooner. I don't want that to happen with us Penelope, I don't want to get to some point in my life and realize I have run out of time. I need you in my life, I love you and I want to spend the rest of my life with you."

He looked at her expectantly.

Penelope rose a brow at him "Do you really think I'm going to say no to that?" she leaned forward and Derek met her half way. Their lips found each other and fireworks exploded behind Penelope's eyes and they drifted closed in sheer bliss.

Derek groaned and wrapped his arms around her; he pulled her into his lap. They were flush against each other, their mouths and arms locked.

Penelope pulled away for a moment, she was out of breath and her lips were kiss swollen. Her eyes were bright with emotion as she cupped Derek's cheek with her hand.

He looked up at her, love shinning from his eyes and smiled.

"I really do love you Derek Morgan," Penelope said a bright smile on her own face "and I couldn't think of anything better than spending the rest of my life with you."

She then leaned down to capture his lips again and wiped the award-winning grin from his face.