Penelope simply stared at him as her eyes filled with tears. "Tell him you're happy for him Penelope. Tell him you're happy if he's happy. Say Something!" She slowly released his face from her hands and stood up. Clearing her throat she said "I need something to drink want something?" Turning around quickly so he couldn't see the tears.

"No I'm ok" Derek said. Derek walked over to her and placed his hands on her shoulders. Slowly he turned her to him. He placed a hand on her cheek and wiped the tears with him thumb. Pulling her to him he placed a kiss on her forehead and held her tight. "I'm going to miss you" he said. "I was thinking we could plan week end trips every now and then and get together to catch up." He said.

Penelope stayed quiet and acknowledged what he said by simply nodding. She knew if she said anything at all she would lose total control. She felt his strong hands pressing her to him and prayed that he wouldn't let go.

"You're awfully quiet" he whispered in her ear. His voice was husky and deep. She closed her eyes and tried to ride out the chills it was sending through her body.

"I'm trying to be strong" she answered meekly.

"I don't want you to be strong; I need you to be honest with me, like you've always been." Derek said as he placed his fingers under her chin and lifted her face to his. The tears rolled down her cheeks as she looked directly into his eyes.

"I'm just a little emotional today. It's been a long couple of days." Penelope said.

"Penelope you told me the break up was your idea but you said JJ was consoling you this afternoon. I'm a little confused." Derek said.

"JJ saw the Angel you sent me. She asked me about the engraving. She wanted to know what it meant and I told her." Penelope started to say

"You needed consoling because I sent you an Angel?" Derek said raising his eyebrow.

She stepped out of his arms and took a deep breath. She needed to focus on her words and being in his arms did little for her focus abilities. She wiped the tears from her face as she spoke. "When everything in NY was over I had a bit of a breakdown. I realized you could have died and I could have been the one to cause it." She said.

"What?" Derek asked confused

"What if I'd been wrong? What if instead of 3 minutes you really only had 2? All these thoughts went through my mind and I broke down. What if you had died? How could I live knowing I had caused it?" Penelope said but was quickly interrupted by Derek.

"Whoa baby! I didn't die and you weren't wrong. You didn't put me in that ambulance. " Derek said adamantly.

"But" Penelope started.

He placed his index finger on her lips. "But nothing. There are no buts. I'm alive and I'm here and I owe it to you. I trusted you to get me out of there and you did." He tried to assure her. "Hotch is wrong you know. I am capable of trusting. I don't trust easily but I trust you unconditionally" He told her. "I trust them all but with you it's different" he added.

"Different how?" She asked

He wanted so much to tell her it was different because he was in love with her. Kevin was right. He'd been a fool. Even now he was holding back. He needed her more than he'd ever needed anyone. He wanted to hold her and never let her go. But he was afraid that once he let her know how he felt she would back off. He was afraid to lose her. Having her in his life as just a friend was better than not having her at all.

"Baby, why did you break up with Kevin? Derek asked.

"Because I didn't love him" Penelope said.

Derek looked at her waiting for more. "Is that it?" he asked surprised by her short answer.

She bit her lip nervously. "What better reason is there than not loving someone" she said. She pulled away from him and walked back to the couch. She needed to get out of his arms. When he held her she couldn't think straight. She couldn't tell him she loved him. She couldn't admit it to him. He was her best friend! "If you tell him the truth you'll lose him" The little voice in her head said. He watched her walk away and followed.

"Baby girl, why do you keep walking away from me? What are you afraid of?" he asked her.

"Derek please don't" she pleaded.

"Talk to me. Please" he begged.

"Derek it's late and we need to get some sleep. We have a long drive tomorrow. I'll get some sheets and a blanket for you. Stay here tonight and we can pass by your house in the morning. At least you can get an extra hour of shut eye." She said determined to keep her emotions intact and her secret to herself.

Derek let out a sigh. He stood there looking at her for a minute before walking towards the door. "You're right; we need to get some sleep. I'm not that far, I'll just go home. I'll pick you up in the morning." He said as he opened the door and closed it behind him. He didn't move. He couldn't. He body leaned against the door. He could hear her walked up to the door and for a minute his heart skipped a beat. But when he heard her lock the door he knew it was over.

She leaned her forehead against the door, her hand placed against it. She began to sob. The voice in her head telling her it was for the best. "If this is the right thing, why did it hurt so much?" She thought.

Hearing her cry was killing him. He turned around to knock but before his knuckles banged away he stopped. He was the reason she was crying. He did this. He leaned his forehead against the door and closed his eyes as his tears started to spill.

She kept hearing his voice in her head. "I am capable of trusting. I don't trust easily but I trust you unconditionally" She needed to tell him. He needed to know! He was going away and she couldn't leave things between them like this. They're last night together couldn't be a lie. Not when he trusted her. She frantically unlocked the door and when she opened it she was surprised to see him standing there. She looked into his eyes and immediately knew she had to be honest.

"I can't do this without you. I don't want to be here without you. I know that's selfish and wrong but I don't want you to go. I'm not strong enough to let you go" she cried out. She was crying so hard she was having trouble breathing. "I love you. I've loved you for years. I tried to get you out of my system but I couldn't. I can't give my heart to anyone because I gave it to you a long time ago. You're deep inside my core and I can't….I can't.." she collapsed into his arms sobbing uncontrollably "I can't let you go. PLEASE Derek, please stay with me."

Derek wrapped his arms around her and held her tight. "Baby please don't cry. The only reason I took the job was to get away. I couldn't stay here and watch you walk into another man's arms night after night. Baby girl, I love you. You're my reason. My reason for smiling, my reason for living. You're my everything. It was never about the job. I know I should have said something but I was scared. I'm sorry but I didn't want to lose you." He said. He placed his finger under her chin and raised her face. He looked deeply into her eyes and kissed the tear that was once again rolling down her cheek.

"What about the transfer? She asked.

"I'll tell Hotch first thing in the morning." He said.

"And if you regret that decision later?" She asked.

"The only decision I regret is not being honest with you earlier. I should have told you a long time ago how I felt." He said.

He leaned into her and kissed. The kiss was gentle at first as they allowed their tongues to dance around each other. He deepened it as she wrapped her arms around his neck leaning her body against his. They walked in the house, never separating, and closed the door behind them. She bit his lower lip gently tugging at it as she looked into his eyes.

"Baby you know what you are to me? You're my reason for being. I love you" he said.

She swallowed hard and closed her eyes. If this was a dream she didn't want to wake up. "I love you too" she said as her eyes once again began to tear.

"Promise me something. No more tears. It tears me up inside to see you that way." He said wiping the new streams that appeared.

"I can't right now" she said as the tears came down.

He cupped her face and leaned in close enough to whisper "I can wait" and then he kissed her.