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Spencer looked at the clock once more, then flopped back down in bed with a frustrated sigh. It wasn't that unusual for him not to be able to sleep, but this time there was a major difference: he had a solution, at least a potential one, if he only made up his mind to bite the bullet and use it. Releasing an uncharacteristic growl of frustration, the young man reached out and turned on his bedside lamp then picked up the phone and dialed.

"Wha.. yeah, Morgan here. What is it?"

"Derek? It... it's Reid..."

"Spence... Case?"

"No. I... I just couldn't sleep. I need advice, but it can wait 'till morning. I'm sorry to wake you..."

"Hey, no. It's okay. You know I'm here for you anytime, kid. Talk to me."

"It's about... you know what it's about. At least, I think you do."

"The pool."

"You know why nothing really happened, right?"


"Okay, almost nothing. I mean... she kissed me... I kissed back... then it all went horribly wrong."

"Sounds like a good start to me." Derek responded lightly, but he could almost see Reid's frown over the phone line so he relented. "Okay, no more teasing, I swear. You got scared, didn't you?"

"More like terrified. That's why I told her the truth. I didn't know what else to do... I knew it would make her mad and upset... and get me some breathing room. It wasn't just that I was supposed to be protecting her, though that was part of it. She... she was expecting... and I couldn't... I didn't know..."

"Easy, kid. I get it. I remember that moment. Your feelin's are all twisted up, your body's fightin' your brain... scarier than any perp I've ever faced. You wanted what she was offerin' you, but somethin' inside kept whisperin' that if you asked her to slow down or told her you weren't ready..."

"Total humiliation."

"Which you figure the sex is gonna be anyway, since you have less than no clue what you're doin'. Scarred for life either way... I know. Boy, do I know. I'll tell you, Spence, first times can really suck."

"I didn't even *have* a first time and it sucks!"

"I hear you, I do. Just chill out. There, uh... anything else about the pool you need to get off your chest?"

"What are you asking?"

"Nothin', I guess. I just wondered if that was the whole story... the mutual liplock, I mean."

Spencer flushed brightly, swallowed and shifted the phone to his other ear.

"No... there was... something else." he mumbled.

"Okay. Go ahead."

"I can't!"

"It's like rippin' off a band-aid, man. Say it fast, it won't sting so much."

"Maybe. Alright, so the kisses I could handle. That part was actually... nice. What scared me and made me so desperate to get her to back off... was the touching. She put her hands under the water... and touched me."

"Intimately, I'm assuming."

"You assume correctly."

"Didn't it feel good?"

"I think so... but I've only "felt good" like that a few times and I always suppress it because... because I don't know what to do. When she... it confused me more than anything else. Intellectually, I understood that I was supposed to react when she touched me... that it was natural. Emotionally... I was shocked and afraid... and I panicked. The truth about her manager was out before I could stop myself..."

"Gideon doesn't think you let him down. You know that right? He gets what kind of pressure you were under."

"Pressure is no excuse. An experienced field agent should know better..."

"Yeah, well, you're not one, at least not yet, but it doesn't change how valuable you are to the BAU right now. God... you see things in ways the rest of us can't even dream of. When you caught on to the importance of that collage... it practically broke the case, man. You will be a great agent, Reid. We all believe that. I just wish I knew how to get it through your skull and into that genius brain of yours."

"Some things take longer to sink in."

"Like what to do when a sexy blonde throws herself at you."


"Look... it's almost three a.m. Neither of us is gonna be any good tomorrow if we don't get some sleep. Tell you what... after work you, me, Hotch an' Gideon'll go for dinner. We'll talk more about this then, okay?"

"Okay. Thanks for indulging me. I know I can be..."

"Hey! Whatever nasty name you were about to call yourself, don't even think it."

"I wasn't going to put myself down. I was only saying that sometimes I know I'm..."

"I said stop."


"Go to sleep, Spence."

"I'll try."

"That's all I ask. Night, kid."

"Good night, Derek."



Sitting with the other three around a table in a casual local restaurant, Reid did his best to look as if he was intently studying his menu, when he was actually watching the faces of his coworkers and friends, trying to determine how much Derek had already told them. Finally, Hotch smiled, sipped at his wine and put the young man out of his misery.

"You can stop guessing now, Spencer. Gideon and I don't have any idea why we're here. Morgan just told us you needed to talk and asked if we'd join the two of you for dinner. His treat."

"Hey, I never said that last part!" Derek shot back, grinning.

"You should have."

"Okay, okay. I'll pick up the check. Now can we order? I'm starvin'."

The meal went well, despite the fact that Reid only spoke once or twice and never about the subject of the previous night's phone conversation. At last, as they sipped coffee and debated whether ordering dessert was wise or not, Derek got frustrated and confronted the young man.

"Okay, Spence. About time you got to it, don't you think?"

"I... I can't. It's just too..."

"... embarrassing. I know. Can I tell 'em?"

After a few moments of hesitation and staring at the tablecloth, Reid nodded and Derek smiled reassuringly at him before turning back to the table at large to tell the story.

"I got a call from Spence early this morning. What happened in the pool shook him up... got his mind runnin' in circles so he couldn't sleep. Turns out when our starlet went after him... well, put it this way; it was a whole new world and he wasn't ready to deal with it. He said all he could think of was getting her to quit and back off."

Gideon gently gripped Spencer's shoulder and spoke quietly.

"That's why you told her the truth. You were afraid and couldn't see any other escape route."

Reid nodded again.

"I'm sorry... my mind was a mess and that's the first time in so long that I've experienced that... I mean, confusion isn't my normal state of mind, Gideon... I always do my best to solve the problem I'm given, no matter what it is, but when she kissed me and... I just couldn't think!"

"Spencer, stop. Calm down... take a breath. I'm not angry with you. I know it wasn't your fault."

"It was, though... I let her trick me, pull me into the water... I let her..."

"What? Let her what, Reid?" Hotch asked, suddenly concerned, but Spencer went silent again, gazing pleadingly at Derek.

"Apparently she went beyond kissing to groping." Morgan responded, the barest trace of darkness coloring his tone. "That really freaked him and he told her about her manager's death, hoping she'd get mad enough to leave him alone."

Hotch chuckled sympathetically.

"It worked. So... is Morgan telling the truth, Spence? You're really.."

"... a virgin. Unfortunately, the answer is yes, and I'm likely to be buried as one if I keep reacting the way I did in that pool..."

"C'mon, kid, I told you that's how it goes." Derek interjected. "I went through the exact same thing when my first chance came up. I'm sure all guys do."

"I'll accept that fear is a natural part of the process, but most guys wouldn't get so scared they'd chase the girl off, would they?"

Gideon reached out and gently turned Spencer's head toward him.

"Most men aren't you. And yes, they would. I pushed my wife away at least five times before I finally let her convince me that what I was feeling was normal... and that I wasn't the only one who was scared."


"God's honest truth."

Reid turned to Hotch and got a sheepish grin in response.

"My first time... I was shaking so much the girl asked me where I'd found a shop that rented those machines from cheap motels... the ones that make the bed vibrate? Once I was into it, everything got easier, but those first few minutes... sheer torture."

"You're making that up."

"I swear I'm not. I'll give you her name and number and you can call her. She'll confirm every word."

Derek laughed, but it transmuted into a yawn, causing him to check his watch.

"Man, I gotta get home and catch up on my sleep, since *somebody* woke me up way too early this morning." He teased.

"I said I was sorry." Spencer shot back, grinning easily.

"You're forgiven. You ever do it again, though, I'm comin' over to your place an' force feedin' you a valium."


Gradually, the group broke up and headed out, laughing and talking quietly as they made their way to the parking lot. As Spencer drove away, the other three watched him go with somber, reflective faces. At that moment, if they could have read each other's minds, they would have been shocked to realize what similar paths their thoughts were taking.