Author's note: ok so this little piece was just begging to get out and Spencer wouldn't leave me alone after hearing this song, so here it is. Set just after "Slave of Duty". I hope you like it. Thanks for reading.

Disclaimer: I own nothing like usual the song if you haven't guess is Kenny Chesney's "Scare me" from his album Just Who I Am: Poets & Pirates.

I'm not afraid of lonely
I've gotten good at being that
ain't seen nothin' that could hold me
say good-bye and don't look back

Out of all the people in his life she scared him the most. Not the unsubs they tracked and took down on a daily bases. Not facing the crowds of students he taught or the police he gave a profile to. None of them scared him like she did. Her warm and gentle nature, the caring she gave everyone scared him. He'd never had that growing up, never knew what it was like to be held by someone who wasn't delusional. He never had the real family everyone talked about.

Out of the corner of his eye he watches her approach a stack of files clutched in her arms looking more beautiful. She radiated joy and happiness now more so with Henry in her life. He just wondered if things would have been different if he'd man up all the years ago and asked her out on a real date, would she have said yes, or brushed him aside. But then that was the past which he never looked back on anymore not since coming to terms with his father and the roll he left open in his life. The past would remain just that past.

He'd gotten good at being lonely. Never expecting to have anything but his job to comfort him in those dark hours of the night when nightmares claimed his mind. Sure it'd be hard but no one would be able to fill that void she left in his heart.

running, always ready
feel as strong and steady
but you scare me

So he hides behind his statistics and facts coving the fact that he's scare but of different things than Morgan or even Hotch. He stands steady and strong in the face of everything. He doesn't want to let her down, or the team that would be hard to take. He didn't want to see pity in their eyes. Sure most days he felt awkward at the best of times but that was who he was after all.

He listens briefly as Morgan and Garcia flirt, throwing bards at each other and he wonders when they are going to take the blinders off and see what is right in front of them. He wishes that he could be like that confident and sure not just with his mind, but his heart and soul as well. However, life as kicked him one to many times sending him into the dirt where he feels he belongs.

Looking at his watch he notices that the work day is coming to a close and he dreads going home alone to that empty apartment, nothing there to comfort his wounded soul except books and files. He entrained the idea of taking Morgan up on his offer of drinks, but then he was never much of a drinker to start with. His eyes caught sight of blonde hair again and he watches her walk back towards her office. She offers him a bright smile and a wave before disappearing out the BAU's glass doors.

He knows it foolish to think there'd be any hope for them, they came from different worlds.

took a long walk after midnight
trying to make sense of it all
tried to catch a glimpse of my old life
but your face was all I saw

Once home he sheds his coat, drops his bag on a chair and just stands there his eyes coming to rest on a photo held in a wooden frame, a gift from Penelope for his birthday this year. The picture speaks a thousand words to him as he recalls that afternoon in late winter almost two years ago. Morgan had talked him into going outside, the last winter snow fall; of course he should have known better Penelope, JJ and Emily had been waiting for the two of them to emerge. They started the snow ball fight and it only came to a stop when Hotch came outside to see where the rest of his team had gotten to, only to be hit in the face by one of Emily's snow balls. They all figured hell would brake loose, but instead their stoic leader had picked up a hand full of cold slush snow and flung it at Emily restarting the fight this time girls against boys. They never saw Rossi who, on a stroke of luck, had his camera with him, and had taken many pictures.

Exhaustion had them returning to the warms confines of the federal building all six of them laughing and smiling like teenagers again. Those were the better times before work and life intruded. Now she had better things to do, a family to take care of. But he still wonders if they'd ever get back to what life had once been.

knowing there's no turning back
knowing I don't want to

baby you (never felt this before, it's all brand new to me, never known anyone) scare me
you (I'm doing what I said I would never do, too late to stop it now) scare me
scare me
scare me
baby you scare me
scare me

He knows there's no turning back time, he's lost his chance at happiness and that scares him most of all. She's got her family and the love of her life to keep her safe and whole. He'll just keep hiding behind his books and facts, and his awkward way's hiding the fact that the one woman he loves scares him shitless. Something that he never thought would happen.