Authors note: Hey everyone I hope you like what I've offered here again I own nothing though I surely do wish I did *laughs evilly* Please let me know that you think.

Sun light filtered through the blinds, shinning into Penelope's eyes causing her to stir and cautiously open them only to close them rapidly again. Slowly she sat up stretching her back muscles trying to work the kinks out from sleeping on the couch all night. Glancing at the clock she lets out a string of curse words when she notices that it was pushing ten. She made for the bathroom thinking that getting ready would be the better choice. While the warm water filled her bath, she slipped her I-Pod into the speaker set and pushed random before stripping and sidling down into the warm rose scented water. As the sounds of a guitar filled her bathroom, a male voice started to sing.

I think I've walked too close to love

And now I'm falling in

There's so many things this weary soul can't take

Maybe you just caught me by surprise

The first time that I looked into your eyes

A smile graced her lips as she listened to the words being sung. In a way they made her think about Derek and the first time they met. How that first Baby girl had caught her by surprise. The way his eyes had changed when she told him that she had been called worst. There had been a connection between the two, though she couldn't put her finger on what kind.

There's a life in inside of me

That I can feel again

It's the only thing that takes me

Where I've never been

I don't care if I lost everything that I have known

It don't matter where I lay my head tonight

Your arms feel like home

Feel like home

In truth his arms was the only place she had ever felt safe, besides her parents, were she felt like someone really cared about her just the way she was with no changes. She knew she loved him just the way he was that would never change. Though she worried about him, knowing that he took risks and put his life in danger one to many times. But that was why she loved him, he wouldn't back down with out a fight especial if his family was involved and that meant his BAU family as well. She just wished she knew if he felt the same way.

This life ain't the fairy tale we both though it would be

But I can see your smiling face as it's staring back at me

I know we both see these changes now

I know we both understand somehow

She had giving up on fairy tales a long time ago, knowing that they never came true. Yet, she wished that one day her prince charming would ride in a save the day. She chuckled at that thought and could see both JJ and Emily grinning at her, telling her that she had her own prince charming if she would just tell him. She knew they had been through so many changes together, Carl Buford for one and Battle for another, both making her shiver and push those thoughts away. They understood each other better than most. They were closer than most.

There's a life in inside of me

That I can feel again

It's the only thing that takes me

Where I've never been

I don't care if I lost everything that I have known

It don't matter where I lay my head tonight

Your arms feel like home

They feel like home

(hold on, you're home to me)

The one place she could go to for comfort and peace. The arms she could turn to when the nightmares got to bad. He was her peace and comfort and she was his. That thought brought a smile to her face as the last lines of the song played.

There's a life inside of me

That I can feel again

It's the only thing that takes me

Where I've never been

I don't care if I lost everything that I have know

It don't matter where I lay my head tonight

Your arms feel like home

They feel like home

Three doors down

Album: Three doors down

Truth be told he was home to her. That realization hit her like a ton of bricks, making her stop and think about the man she had loved for so long. At that moment Kevin's words from last night came back to her.

"The same for you, Pen. You deserve a good man, even if he's to blind to see it," Kevin say's before leaning in to kiss her cheek.

Did he see something that she had missed for so long? Could Derek really have the same feelings for her? She wasn't so sure. Granted they were friends, best friends even, but she didn't think he could really feel the same. She was so far out of his league. She wasn't the type of woman Derek Morgan went for. Shaking her head she banished those thoughts, pulled the plug on the bath tub, stood and finished with a quick shower.

Drying herself off, her thoughts wandered towards the song again, she knew she would always love him that would never change. She just hoped one day she would get enough courage together and actually tell him, regardless of the consequences, that she loved him, that she needed him, and that he was home to her.

Meanwhile, Derek had been up for a few hours, had gone for his morning run with Clooney, after stretching out the kinks in his back. His thoughts ran through the last case again, and his brush with death at the hands of that psycho Foyet made him realize that he couldn't hide his feelings for Penelope anymore. He knew he didn't stand much of a chance with her, not if she stayed with Kevin and he didn't want to see her hurt. He knew she would be safe with him, he hoped she would be at least, and he'd rather see she happy with someone who loved her, than alone and unhappy. He just wished that person was him.

For that reason he had pulled away, gave her and Kevin both some space. Not wanting to be the reason they didn't make it. But last night proved to him how much he missed having his Baby girl around, how much he missed the simple things they had done together. Their movie nights when the case load would slow, the bantering that had come to mean so much to him, the warm hugs she would give him when she knew he needed it and the closeness they shared.

That was why her acceptance of lunch that afternoon surprised him more than he let on, though he was pleased she had. He hoped they would get back to where they once were. A plan started to form in his mind, one that would have them spending the whole day together. Glancing at his watch, he noticed that it was pushing eleven. Picking up his cell phone he pushed speed dial and waited.

Penelope had just walked out of the bathroom when she heard her cell ringing. A smile formed, as she recognized the tone.

"Good morning handsome. How'd you sleep?" Penelope grinned as she walked back into her room.

"Morning Baby girl," he replied hearing her voice made his smile, "terribly. Remind me never to sleep on the couch again, gives me a back ache."

Laughter floated through the phone, "Poor baby need me to kiss it and make it all better?"

"Yes I would," Derek answered playfully. Thought he wouldn't mind or object to her kissing him.

"Well we'll have to see about that," Penelope teased looking through her wardrobe.

The image's that came to mind had him groaning silently, thankful that they were on the phone and not in person.

"So what do you say we spend the day together, instead of just lunch? Unless you have other plans for tonight," Derek asked hopeful.

"Sounds wonderful Hot stuff, it's been to long since we hung out together. I've missed it," Penelope answered excitedly.

She had missed him the last few months and the time they'd spend together even if it was just as friends. She had noticed the distance between them for a while and hoped that they could regain the closeness they once shared.

He could hear the smile in her voice making his own grow. "Glad to hear it Goddess. So you'll be ready by twelve?"

"Of course, ready and waiting for you sweet cheek's," she laughed knowing her words held a double meaning.

"Really, ready and waiting hum now that would be sight," Derek teased, as images of her lying in his bed waiting for him, ran through his mind.

A shiver ran down her spine at his words, "You have no idea handsome, the kind of thoughts that are running though my mind right now."

Derek laughed a deep full body laugh that had her laughing right along though her thoughts were filled with some very x-rated images.

'If you only knew how much I would love to have you right now Baby girl,' aloud he says "you'll have to tell me some of those thoughts sometime Baby girl maybe we could play them out."

A nervous laugh bubbled up as she asked, "So what do you have planned for us today, my vision of chocolaty goodness?"

"That is something you will have to wait and see about baby girl," Derek laughed, "until then my Goddess you will have to wonder."

"Not fair sugar," she pouts "how am I to know what to wear then?"

"Comfortably and warmly," Derek proved not giving anything away.

Sighing dramatically Penelope said, "Fine since I won't get anything out of you, when will you be here?"

"In less than an hour, I just need to hop in the shower and I'll be on my way."

A shiver ran down her spine at his mention of a shower, as a mental image of him standing under the spray, water running down his body, flashed through her mind.

When she didn't respond, Derek began to wonder were her thoughts were, "What's going through that beautiful mind of yours?"

Pulled from her little fantasy at his voice, Penelope tried to think of what to say, "Nothing you need to know about sweet cheeks. So I'll see you in, what thirty minutes?"

"Give or take," he answered heading for the bathroom.

"All right then I guess I'll see you when you get here."

"You bet baby girl," he answered looking forward to the time they would spent together.

"Well I better let you go, so you can shower I'll see you in a bit angel," Penelope replied, as she pulled a pair of well worn jeans out of her closet.

"See you a bit baby girl," he said hanging up.

Twenty five minutes later there came a knock on her door. Slowly she made her way over not wanting to seem too eager. The sight that met her eyes made her knees go weak; thankfully the door gave her the support she needed to stay up right. Standing her in doorway casually leaning up against the frame was one Derek Morgan, dressed in a pair of faded denim jeans that hugged him in all the right places, and a dark green long sleeve shirt that was just tight enough. Simple, yet to Penelope he looked like a God come down off Mt. Olympus.

"Hey gorgeous, so you going to tell me where we're going, or is it still a secret," Penelope said slowly looking over her chocolate god trying to remember to breath. 'Stop it Penelope this isn't a date. It's just two friends spending the day together like old times.'

When the door opened Derek's breath caught in his throat. His baby girl stood before him in a pair of blue denim jeans that hugged all her curves and a rose printed top that gave him just a peek of her cleavage with her blonde hair pulled back into a tight French twist, leaving just a few wisps of hair to frame her face. Even casual, she looked beautiful to him.

Her voice pulled him out of his thoughts as his eyes travelled up toward her eyes, a big smile creasing his face, "It's still a secret baby girl, all I can tell you is that lunch is first. Are you ready?"

"Ready as I'll ever be handsome," she answered turning around to grab her wallet and key's.

After locking her door she felt Derek put a hand on the small of her back leading her towards of all things his motorcycle, and two helmets sitting on the seat waiting from them.

"What do you have up your sleeve Derek Morgan?" She asked turning towards him eyes brows raised.

Grinning mischievously Derek answered, "Well it's a beautiful day, so I thought a nice ride would be a good idea. You have any objections?"

'To being pressed tightly against you and holding on for dear life to the one man I can never get enough of, never,' she thinks but say's "of course not Hot stuff, I'm glad I picked jeans instead of the skirt."

"Good to hear baby girl," Derek said handing her a helmet.

A perfect cloudless day, just warm enough that you didn't need a jacket, but cool enough to wear long sleeves. Ideal conditions for a bike ride, which was what Penelope thought as she wrapped her arms tight around Derek's waist. Little shivers of delight running through her body as he pushing the motorcycle towards their destination each bump sending her up against his back. All too soon he pulls to a stop out side a quaint little diner allowing her to get off first and giving her the pleasure of looking him over from behind.

He turns to her seeing the huge smile on her face, he shakes his head his own smile widening, "Come on silly girl let's get some lunch," he says taking her hand in his.

They find a booth near the window and settled in. A comfortable silence falls over them as they look over the menu.

"So what's good?" Penelope asked peeking over the menu.

"Pretty much everything though I haven't been here in awhile," came his reply.

Once their order was place Derek sat back and watched as Penelope took a sip of her tea, enjoying her company greatly.

"So how are you dealing with… what happened?" Penelope asked broaching the subject that she knew would be the hardest, but wanting to know if he was all right.

She still remembered the haunted look in his eyes from last night. She had cursed herself many times for not going to him, to comfort him in his time of need. She had been scared that he wouldn't want her there especially after the last few months of only talking about work and not much else.

A dark shadow crossed his face, "A bit better. Though the whole thing has made me re-evaluate my life and who I want in it."

She reached across the table, taking his hand in hers, "I do hope I'm one of those people."

"Of course you are Goddess. I couldn't see a future with out you in it, you're apart of my life," he answered staring intently into her dark brown eyes, his fingers caressing her hand.

He wanted to tell her right then how much she really meant to him; how he didn't think he could survive with out her. She was his life line to hope and beauty, a way for him to keep his sanity when the job started to get a little tough.

She swallowed at the intense look in his eyes, seeing so many emotions playing behind those dark orbs that she didn't know what to say. She was saved from having to say anything when the waitress came with there order.

They ate in silence for a little while before Derek asked the question he wasn't sure he wanted an answer to.

"So how are you and Kevin doing?"

"Well… uhmm we kinds of," she paused not sure how to say it.

Derek took that moment to say, "You don't have to tell me. I mean it's private, something between you and him." He mentally smacked himself for being so lame, 'Smooth Morgan, real smooth just push her into the arms of another man.'

"Actually Kevin and I decided that we'd be better as friends than anything else. It's not that I didn't love him; it was just not the way it should've been, or with whom" she answered glancing up at him.

He tried to cover the relief he felt at her answer. He would get the chance to show her how much she meant to him, he just had to get a few things clarified.

"I'm sorry to hear that baby girl," truly he wasn't, "are you okay with it?"

A slow smile spread across her face, "Yeah actually I am I mean, I've known for awhile that it wouldn't work out. I just never knew how to tell him."

A comfortable silence settled over the pair, as they finished their lunch. A few times Derek would look over at her when she wasn't looking, studying her profile.

"Is there something on your mind sugar, because you keep looking at me like, you haven't seen me in years?"

Derek grinned, "Just admiring the view."

Penelope blushed, but still managed to reply, "Flatterer will get you everywhere hot stuff."

Letting a deep laugh go Derek regarded her a moment his eyes serious, "Then I will have to flatter you a little more Goddess." He then motioned towards her plate, "You finished? We still have other plans for today."

She nodded, "So are you going to tell me where we're going next, my sexy profiler?"

"Not a chance Mama," he responded taking her hand in his and pulling her along.

After much protest from Penelope on who was paying for lunch, which of course Derek did, they headed back towards his bike and soon they were on their way towards their next destination.

This time Penelope pressed a little closer the wind biting into her skin, making her shiver as a colder blast suddenly blew in. When they finally stopped she rubbed her hands together trying to get them warm again as she waited for Derek to dismount.

He frowned at the sight before him and drew her into his warm embrace making sure that her hands where trapped between their bodies. Moments passed before he finally pulled back cupping her face in his warm hand.

"If you're to cold we can go home baby," he said caressing her face. He almost lost his control when he watched her lean into his hand, turning a simple caress into something more intimate.

She leaned into his touch, briefly closing her eyes at the sensations running though her body. Finally she responded, "I'll be fine handsome honest. Just got a bit chilled is all."

He nodded, took her hand again, and turned her so she faced the area he wanted her to see.

"A carnival!" she exclaimed happily before turning back towards him, "I haven't been to a carnival in years. What made you think if this?"

He smiled "Well I figured a carnival would be a nice touch, before we head back to my place for a late dinner and a few movies."

Standing on her tip toes she placed a soft kiss to his cheek whispering, "It sounds like a little piece of heaven my angel."

With his heart in his throat Derek glanced down at Penelope, going from her eyes to her full red lips his mind at war with his heart. He settled for pulling her into a warm hug, resting his face in the crook of her neck breathing in her perfume.

They stood close for a few minutes before Penelope slowly pulled away, taking his hand in hers as they headed towards the entrance. Neither seeing that the weather had started to change as clouds rolled in from the west.

After a few rides Penelope finally convinced Derek to ride the fairest wheel with her. Once they got in Derek put his arm around her shoulders having her snuggle close to him. They had come to a stop at the top, Penelope looking out over the landscape.

"You know sitting up here everything looks so peaceful and still. You would never guess what people could do to one another. I wish I could capture this moment and keep it forever. It's just beautiful."

"That it is baby girl," Derek replied brushing a strand of hair from her face.

She turned to him, her breath catching in her throat at the look of passion in his eyes, "You're... your not looking at the landscape Derek."

He chuckled, "I wasn't talking about it either darlin."

Slowly he leaned in, again his eyes going from hers to her lips intending on kissing her. Unfortunately, the operator chooses that moment to start the ride again, breaking the moment.

Penelope settled back against the seat trying to calm her racing heart, 'Was he about to kiss me', she asked herself not daring to look back at him.

She shook that idea out of her head as their carriage came to a stop and they got out.

"So what's next Goddess?" he asked taking her hand in his again.

She shivered at the contact, trying to answer, "How about some games?"

He smiled and pulled her towards one of the games. She watched as he threw ball after ball knocking down the pins almost every time. He had even given her a few chances.

In the end he turned to her a large stuffed rose in his hand, "For my lady."

Blushing she took the offered flower, "Thank you my prince."

They played a few more games Penelope winning a small stuffed wolf and a penguin. Afterward they went to sit down a stick of cotton candy between them.

Penelope had pulled a rather large chunk off and was waving her hand around as she spoke, "Thank you handsome for today, it's been so wonderful I'd hate…" she stopped feeling a hand take her wrist.

She looked over at Derek who had, had enough of the candy waving around in his face, decided to take matters into his own hands. Slowly he brought the sugary goodness to his lips taking most of it in the first bite, his eyes never leaving Penelope's. With some still left he brought her fingers back to his lips to lick off the rest of the sugar, then sucking her sticky fingers into his mouth, his tongue swirling around her fingers.

Penelope swallowed hard. She wasn't sure what Derek was playing at, but the heat building in his eyes only served to make her shiver again and close her eyes at the sensations running through her body. Her eyes popped open when his lips came in contact with her palm, then her wrist before she knew it he had pulled her close and was leaning towards her, before their lips could meet a few drops of rain landed between them braking the moment again.

A low growl came from Derek as he pulled her up with him, "I think we better go…" he pointed towards the sky.

She nodded allowing him to pull her along behind him. Unfortunately they both were quite wet by the time they made it to his bike. Without much talking they pulled their helmets on and were off, Penelope hold tightly to her favourite chocolate God.

By the time they made it back to Derek's place they both were drench. He pulled to a stop outside the garage, cursing himself for forgetting the remote, they both got off and headed for the door besides the garage door and just as Derek put the key into the lock the clouds opened up and rain started to pour down harder.

He pulled a giggling Penelope into the garage then hit the button for the door and ran back out into the down pour to retrieve his bike, while Penelope used the keys to get into his apartment and retriever a few towels. When she returned the sight before her almost make her knees go weak, Derek Morgan his back towards her shirtless water dripping down his well toned back. When he turned around the chill she felt disappeared, being replaced by a heat that she hoped would never die.

Slowly he walked towards her every muscle in his body moving, his jeans hugging him that much closer because of the rain giving her imagination enough fuel for a hell of a lot of fantasy. Before she knew it he stood in front of her and all she could think was that she envied that small drop of water that ran down his neck towards his chest.

She felt a warm hand on her hip as the other came up to cup her cheek pulling her face towards his, "I've been waiting to do this for a long time baby girl," and at last their lips met in a slow passionate kiss.

Forgetting about the towels Penelope let them fall to the ground as she wrapped her arms around his neck drawing him closer. His tongue begged for entrance into the warm cavern of her mouth, which she granted on a moan, feeling his body press close to hers. A shudder of pleasure ran through her body as the hand on her hip circled her waist the other started to blindly undo the pins holding her hair up. Once her hair came down he ran his fingers through the wet strands pulling her face that much closer.

When they finally broke apart, the need for air getting too much, he still held her close not wanting her to move just yet. He felt her shiver and wrapped both arms around her body sharing what little body heat he had.

After a few minutes Penelope got her voice back, "Handsome, not that I'm complaining, but why?"

She looked at him with weary dark eyes, afraid that he didn't mean what she thought he did.

Leaning his forehead against hers he spoke his voice thick with passion, "Because Penelope I love you and I'm tried of pretending that I don't. I don't want to see you with anyone else. I want you to be with me."

She stared into his eyes unsure of herself. She wanted to say it back, she wanted to shout it from the tallest building in Quantico that she was in love with him to, but she held back.

"How… I mean are you sure. It's just that this is a bit unexpected I never thought, I mean I wished, but we were friends, are friends. I just never expected…" her words were cut off as Derek slanted his mouth over hers again effectively cutting off any forth words.

This kiss was slower almost like he wanted to devour her whole, starting with her lips. She moaned low in her throat giving him the access he needed to deepen the kiss as his hands started to roam her back, up into her hair and back down to pull her pelvis that much closer to him letting her feel what she did to him. She gasped and arched her back pressing herself closer almost to the point of melding the two of them together, and giving him access to the column of her throat, which he readily took advantage of.

"De… Derek we should get… oh… out of these wet clothes," Penelope stuttered as her nails dug furrows into his shoulders.

He nodded into her throat, giving her one last nip of his teeth before staring back up into her eyes. He pulled back and heard her whimper at the lost of contact. Bending down he picked up one of the towels, then motioned for her to turn around which she did.

He wrapped the towel around her hair making sure it held tight before leaning in to whisper in her ear, "Get changed I'll be in, in a few we need to talk," then gave the ear lope a nip before sending her off.

Twenty minutes later Penelope sat on his couch dressed in one of his t-shirts, legs drawn up underneath her waiting on Derek to come back from his bedroom. Minutes later he emerged dressed in boxers and a t-shirt. He came to sit next to her putting his hand on her exposed thigh.

She glanced down at the hand and then back up into the eyes of the one man who could cause her so much heart ache.

"Derek," she did away with the pet names going strait for honesty, "did you mean it?"

Cupping her cheek in his hand he raised her face to look into her eyes, "Every last word of it."

"You sure?" she asked wanting to be totally clear before giving into the fantasy.

"As sure as I've ever been about anything Penelope, I don't want to loose your friendship, but I can't sit by and watch other men date you. Lynch was enough. I need you in my life forever," he answered thumb grazing her lips.

"Forever," she squeaked hardly believing her ears.

"If you'll have me," he replied grinning.

This time she leaned forward and captured his lips with her leaning them back against the arm of the couch. She could feel his gun callused hands on her back were he had pushed the hem of the shirt up, running over her back making her shiver.

Slowly she pulled back to stare into his dark eyes seeing the passion and want, but most importantly the love he held for her, "I love you Derek, you're arms are home to me."