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A/n hey all... this is something I wrote months ago but never posted. I dug it out today and decided to post. This takes place soon after "100" Thanks to you all in advance for your kind support.

He sat on the double bed with crime scene pictures spread around his bed. He couldn't concentrate though. His knee hurt, and his worry over Hotch consumed his famous concentration. He couldn't stop turning over statistics about burnout in the FBI in his head.

The knock on the door startled him into kicking out his bad leg, which knocked the photos to the floor in an untidy heap. He struggled to his feet, and ignored the stabbing pain in his leg until his knee locked up and he nearly took a header into the dresser.

"I'm coming," He told the door as a second louder knock sounded at the door.

"Who is it?"

"It me," she said.

Emily knocking on his door at midnight on a case was weird. He stood staring at the door until she shouted irritably "Are you going to let me in?"

Her dark eyes were shadowed when he opened the door. Her hair was a little mussed, which puzzled him because Emily prided herself on her appearance.

"What's wrong?"

She pushed the door shut and went to the bed. She sat down and kicked off her boots.

"Emily?"

He stayed near the door because she'd likely realize that this wasn't the place she needed, or wanted to be. She'd leave, carrying her boots in her hand.

"I can't sleep." She said.

"Oh…Did you know that sixty percent of all adults suffer from some form of insomnia. It ranges between taking more than twenty minutes to fall asleep, to staying up every night for weeks on end. Studies have shown that -"

"Reid… I don't want to hear statistics. I want to talk. Can we just talk?"

"What do you want to talk about?"

He should go sit next to her on the hideous pea green bedspread. His feet wouldn't move in that direction because there was something in her eyes that made him edgy.

"Do I have to have a specific topic?" She was saying as he stood there watching her every move.

"No, um I guess you don't, but I don't know what you want me to say."

"I can't stop thinking about Hotch and how he lost Haley. I can still hear the gunshots. Poor little Jack."

He didn't like how tentative his steps were as he walked toward her, because this was just Emily, not a stranger. She was his friend and yet he couldn't think of the right thing to say.

Her eyes moved up to capture his eyes. The pleading in their depths stopped him in his tracks. His palms began to sweat.

"Ah… yeah, it was really sad. I hope he's okay." He replied so lamely that he wished the floor would open up and swallow him.

She sighed and stood up. "I'm sorry I bothered you, Reid. Why don't I just go?"

He was surprised when his hand, seemingly of its own accord, reached out to snag the sleeve of her dark blue blouse. "Don't go. I'm sorry I -" He stopped, let go of her blouse and shook his head. "I'm not good at this."

The deep, dark, depths of her eyes suddenly gave him courage to do something he'd wanted to do for months. He leaned in and kissed her on the cheek.

She didn't pull away, slap him upside the head or worse, and laugh at him. One of her hands reached up and tangled in his long hair as he pulled away. They were so close he could see a tiny freckle on the left side of her nose he'd never noticed. He couldn't take his eyes off it as his breathing slowed and synchronized with her breaths.

Her free hand reached up and stroked his cheek. He closed his eyes and breathed in deep the scent of her that reminded him of newly baked bread for some reason. His mouth began to water.

"I think you're doing just fine." She said.

He didn't open his eyes because it was better to imagine that this moment was happening in a dream. If he didn't see her eyes, he could live in the moment, in the fantasy that was teasing out a reaction from his heart and body.

"Reid… Please look at me."

He opened his eyes. Her fingers, still tangled in his hair, massaged his head in a way that sent shivers down his spine. He lifted his gaze to her eyes. The sorrow in them had retreated just a little bit, but she still reminded him of someone that needed sleep. He knew the feeling very well.

"Emily, it's getting late. You're probably just tired. Did you know that lack of sleep reduces reflex time?"

"Don't ask me to leave." She interrupted.

His hands began to shake. He wanted to touch her, as he'd never wanted to touch anyone in his life. He reached up and stroked a finger over her cheek, relishing in the satin smooth texture.

"Hmm…" She sighed, tugging on his hair so that his face stopped just inches from her lips.

He felt the beat of his heart begin to pound; it thudded like the hooves of a racehorse on the track. Her lips touching his mouth silenced the rush of air between his teeth. He jerked, and pulled back in surprise.

"Its okay, Spencer." She moved her hand from his face, brushing back his hair behind his ear and tangling it in his hair like her right hand.

"I don't -"

He stopped talking because if he didn't, he'd say something inappropriate to the situation starting with the words "Emily… Did you know?" She wouldn't want to hear it and he didn't want to ruin it.

When she pulled away from him and dropped her hands from his hair, his eyes popped open in utter surprise. "Emily?"

"Why don't you sit down? You're leg must be hurting."

He looked down at his leg and wondered why it was that his knee didn't hurt at that minute. He said, "Ah… Yeah… It kind of hurts."

She smiled. "I thought so. Sit down."

He went to the edge of the bed and sat down. "I thought you wanted to talk." He squeaked.

"Yes, I did want to talk to you, but I suddenly have the need for something else entirely. Do you think you can help me?"

He didn't know what to say to that because his whole attention was on the fact that her fingers were working the buttons on her shirt. His heart rate began to skyrocket again as her blouse fell to the floor. He liked the black lace bra she wore. It lay against her creamy skin, making his hands jealous that they weren't touching her and relishing in the feel of her skin.

His mouth worked, but he couldn't make words come out. The connection between his brain and his mouth seemed to have fused like a burned out electrical wire. Every fact, every statistic, every reason why this was so wrong and out of character for his friend fled from his brain like fleas from the cooling corpse of a dog.

"Are you paying attention?" She asked him.

He nodded. She straddled his lap and pushed him on his back. "I'm not sensing the right level of enthusiasm."

He couldn't take his eyes off her breasts, hidden from him in black lace. His hands, moving on their own reached up to touch the rough fabric.

"You like tits, Spencer."

He nodded again. He let his fingers roam over the lace, feeling its slightly rough texture and wondering how it could be comfortable for her to wear.

She sighed and ground her hips into his groin. "I was right about your magic hands."

His half-aroused length hardened to full vigor under the undulations of her hips. "Mmm… Emily." He sighed breathlessly as she stared down at him with burning eyes.

His hands fumbled with great exasperation at the clasp of her bra. He cursed the clumsiness of his hands as his face flamed hot. She'd think him an inexperienced jerk if he couldn't take off her bra.

She leaned down and kissed him, thrusting her tongue into his mouth just the way he wanted to thrust into her heat. His erection hurt from pressing against the zipper of his corduroys and his hands tingled to touch her skin. She reached around, pushed his hands away and unclasped her bra. It finally slid off as she let him come up for much needed air.

"I'm sorry." He gasped.

She shook her finger at him as if he was a naughty schoolchild. "Shut up and touch me, Dr. Reid."

His eager hands, steady now that he could see the flesh hidden from him by that black lace, grasped both her breasts. The skin, soft as silk slid through his fingers. His thumbnails scraped her nipples and she gasped aloud. Emboldened by her liking of the touch, he pinched the hardening nipples between his fingers, tugging hard as her back arched and she groaned.

"Spencer!"

Her cry sent pleasure from his gut to his aching erection. "Emily…"

One of her hands reached down and pulled on his zipper, very slowly as he filled his mouth with one of her heaving breasts. She cried out his name again while he tasted the sweet honey texture of her skin on his tongue. He lapped it up like cream from a china bowl, relishing the texture in his mouth.

"Yes," she sighed. "Oh that's nice."

He released her nipple reluctantly when she pulled back a little. "As much as I like that magic mouth of yours, you're wearing way too may clothes." She slid off him and began to remove his clothing down to his mismatched socks, which she left in place.

"Why?" He asked as she climbed back on him.

"I like them and you said they're good luck."

Now his face flamed red hot and he couldn't look at her. It didn't matter because she wound her hands back into his hair and engulfed him in wet heat.

"God, Emily," his hips lifted off the bed thrusting up into her as she swayed over him.

Her hands slid up and down his bare chest as they moved in concert. "Harder." She demanded.

He didn't like this position. He couldn't lift into her wet folds at such an odd angle so he decided to flip her over onto her back.

"Hey…"

"Shh…" He put a finger to his lips and sank deeper into her.

"Now that's better," She grinned. "Are you sure your knee doesn't hurt."

"No. I don't want to talk about it." He dropped his head and licked at her rock hard nipples as he thrust into her with renewed vigor, rocking the headboard of the bed back into the wall.

"Spencer." Her hands found his hips and her nails dug into his skin.

He answered the sting with harder thrusts into her wet heat. Pleasure built up into his gut like the crescendo of song. His hurt knee ached as he rocked forward, but the way she clenched around him drowned out everything but the building orgasm. She captured his mouth and sucked on his tongue as her inner muscles clenched around him. She released his tongue, dug her nails into his back and cried out his name. His thrusts sped to a frantic pace and orgasm erupted like blood from a sliced artery.

CMCMCM

He opened his eyes three hours later to find that Emily wasn't there. He switched on the lamp, blinked his eyes against the sudden light and looked around the small room. She wasn't there. How could she not be there? He reached for the robe he'd left thrown over the chair, but hadn't worn that night, and tugged it on. She wasn't in the bathroom either.

He limped back to the bed and sat. She must have left after he'd fallen into exhausted sleep. He looked over at his phone on the small table in the corner. Should he call her? What if he did call her and she told him what he already suspected?

He decided instead to get dressed and go get coffee. He'd pretend that everything was normal because it had to be normal. After all, he hadn't promised her anything and she hadn't promised him anything in return.

In the middle of his thoughts, his phone buzzed. He snatched it up, hoping it would be her and they could talk, but it was Morgan's ring.

"Hey… We caught a break in the case, man."

"Give me fifteen minutes."

He shut his phone, and looked around the room again as if Emily might materialize out of the wood paneling on the wall.

He sighed, swallowed hard against the wrench in his gut and got up for a quick shower. He didn't know what he was going to do when he saw her again, but one thing was clear, she'd used him for comfort and he'd have to live with it. It wasn't love it was just sex.