Spencer wouldn't tell anybody on the team directly, but he was worried about Emily. Over the last couple of weeks, she had been acting odd and distant from the team, which was highly unusual for her, considering since she had joined the team all she wanted was closeness. She was giving people short answers and not really keeping her focus on the cases. The first incident he noticed was before they had left for California.

"Where's Prentiss?" Derek asked, walking into the BAU room and looking around for her.

He looked up at him. "I don't know, her car wasn't here when I rode in this morning."

Garcia shifted in her seat. "I'm gonna give her a call, get her ETA." She got up, walking out the door, and no sooner came back with Emily right behind her.

"Hey," Emily said quickly, before walking in and adjusting the bag on her shoulder.

Derek looked at her. "Somebody have a long night?"

"Somebody want to mind their own business?" she snapped, walking over to her seat. Spencer looked up and saw the hurt on Derek's face. This wasn't the type of person Emily was, but Spencer dismissed it, thinking that maybe she was just having a rough morning.

He'd first started worrying about her when he'd called her one night after they'd arrived back from California.

He'd wrestled with the idea of calling her, wondering if she was still in her mood, but he didn't know anybody else who would be interested in seeing the movie with him. He debated within himself a few minutes before getting up from his desk, digging the phone out of his pocket and calling her.

"Reid?" It had sounded less like a greeting, and more like she was assuring himself that he was on the other line.

He walked over to the fridge, pulling it open and taking out a water bottle, resting the phone against his shoulder and pressing his ear against it. "Emily, you are not going to believe this."

"No?"

He walked back to his desk, gripping the top of the bottle in one hand. "They're showing Solaris tonight, the original, in the theaters. You want to go?"

"…Did Morgan put you up to this?" It wasn't exactly the response he was hoping for, and wondered what she could possibly mean by it.

"…What?"

"Did Morgan tell you to call me?"

He raised an eyebrow. "No, Morgan would have no idea what Solaris is."

"So, uh, you just called me out of the blue?"

"Well, I mean, the original one's in Russian, so really, you and I are the only ones that can really enjoy it."

"Isn't Solaris like, four hours long?"

"It's five. The best sci-fi meditation film of all time. But for some reason, they never really show it in the theaters. You want to go with me?"

"Sorry, handsome." Handsome? Since when had she ever referred to him as handsome? "I'm gonna have to pass. I'm just gonna hang out with Sergio tonight."

He froze, feeling like a fool for interrupting her plans for the evening. "Oh, shoot, I didn't realize that-"

"Relax, Reid. Sergio is my new cat. But um, thank you."

"For what?"

She paused before giving him a reply. "For being you."

"Aw, thanks, I don't know how to be anyone else."

"Yeah, that's what I love about you."

Unsure of what else to say, he decided to end the conversation and not take up anymore of her evening. "…Bye."

He wasn't sure what to make of the conversation that they'd had, just knowing that it was slightly off. He stuffed the phone into his satchel before grabbing it off of his desk by the top, walking out of the bullpen.

He could've attributed her behavior and the odd phone conversation to an off day, but this wasn't the only factor to consider. Before they had left for the case, he had heard her on a personal phone call, and that was when he realized that something was actually wrong.

"Lauren Reynolds is dead." She peeked behind her and saw him coming in before returning to her conversation. He set his bag down on the table, trying to prepare for the briefing, and he wasn't sure if he should be listening in on her conversation. "Okay, just be careful, and – and give Jeremy my love. Bye." She quickly hung up the phone and he tried not to startle her.

"Who's Lauren Reynolds?" he asked curiously, adjusting in his seat.

She turned around to face him, stammering and shaking her head. "She was a friend of mine."

"How'd she die?"

She looked down at the table before sighing. "…A car accident."

"I'm really sorry." He didn't show any emotion, but he could only imagine how heartbreaking it would be to lose a friend. The team had lost JJ a few months prior, but he was still visiting her every once in a while to spend time with Henry and talk to her. Elle had left the team without a trace, and he'd been close with her, but apparently they weren't close enough for her to keep contact. He'd lost friends before, but never to that extent.

She gave him a nod before the rest of the team gathered and their conversation was cut short.

While they were on the case, she seemed distant from the team, often distracted. He wanted to say something to her, but he had heard from Morgan she'd snapped at him just last week when he tried asking her something about her personal life. Instead, he decided to sit back and let her go about her day as she pleased.

She had left the room to have a conversation on her cell phone, and judging by the fact she distanced herself from the team, it was a personal call, perhaps something to do with her fallen friend, Lauren Reynolds. He tried to keep himself distracted with the case file and helping Seaver while they attempted to find something that could help them on the case. He glanced up a few times to see her visibly upset, but tried not to stare and make her upset with him. When she seemed to hang up in a panic, he couldn't help but look, and for a moment, she made brief eye contact with him, before he bit down on his lip and looked down at the desk, suddenly finding its contents fascinating.

On the plane ride home, everyone had stayed awake, and he noted that Emily had separated herself from the team, sitting in a seat by herself and watching out the window the whole time. She never said a word or did anything to indicate that she was fine, but she didn't do anything to show she wasn't either. That was when he decided that he needed to do something to cheer her up, because she really seemed to be taking her friend's death hard, especially since she found out that she had died right before they had to leave for a case. She hadn't asked Hotch for any personal time, like she had when her friend Matthew Benton died, so he had to wonder why her grieving process had changed so dramatically.

He had left the BAU before her that evening, and tried to consider what he could possibly do to make her feel better. With a cup of tea in his hands, he sat on his couch and tried to think about everything he knew about Emily Prentiss. She liked foreign films, but she had turned down his invitation to go. She was a fan of literature, but he didn't know what books she had in her collection, if she even had one. She knew that she enjoyed games of chess, but he wasn't sure this was a problem that could be easily solved with a few rounds on the chessboard. This was starting to get a lot harder, considering not only did he have very little understanding of what people wanted when they were emotionally distressed: he had absolutely no experience dealing with women when they're upset, except for a few moments that JJ attributed to hormones while she was pregnant.

Trying to think of something else, he couldn't help but wonder why she didn't come to the team for help. They were like a family, and from what he'd experienced on the team over the last seven years, he knew that families helped each other when one of their own was hurting or in trouble. It had happened on the job several times, and surely they would all do the same for something involving their personal lives.

He didn't know much about what to do, but first and foremost, he made the decision that he was going to approach her on his own. Sure, over the past few weeks, she had been short with everyone, especially Morgan. He didn't know why, but there was something about him lately that got under her skin, and the absolute last thing he wanted to do while trying to help her was to involve somebody she didn't want to speak with, which in turn would make her more upset.

He found it odd that she had never mentioned this Lauren Reynolds to anybody on the team. Yes, they were allowed to keep their secrets from each other, as they spent most of their lives with each other already and deserved to have some aspects of their lives stay personal. However, she seemed to really be taking this death hard, and he had to wonder how she had known Lauren Reynolds for her death to have impacted Emily so much it was hindering her ability to work. She could've worked with her in one of the many places she had been over the years, or she could've met her in one of the places she'd lived and kept contact through letters and phone calls. From his memory, he couldn't recall anyone named Lauren Reynolds that they had worked with on a case over the years, so it had to be somebody she'd known in her years before the BAU, practically in another life.

He finally decided the one thing that Emily probably needed most was a friend to talk to and a distraction from everything going on her life. He ordered some Thai food and picked up a movie, before driving to her apartment building. Opting to take the elevator, he stepped inside, pressing the button for her floor. Gripping the Thai food in one hand and toying with the handle of his messenger bag in the other, he stepped off the elevator and walked over to her door, knocking. Standing outside the door, he tapped his foot on the ground, waiting, before knocking again.

"Who is it?" Emily called out, sounding nervous.

He raised an eyebrow. "Me?"

He heard footsteps approaching the door and waited. She opened the door, a hand on her sidearm.

He stepped back. "…Is everything okay?"

She exhaled, taking her hand off of the gun and looking at him, nodding. "Everything's fine." She took a deep breath before eyeing him. "What are you doing here?"

He held up the bag of food. "I um, I grabbed some dinner and a foreign film, I figured you could use it."

She crossed her arms, leaning against the doorframe. "Excuse me?"

He cleared his throat. "I-I know it's hardly my business to say anything, but you – I guess I'm trying to say I'm worried about you. I, you," he shook his head, "I overheard you on the phone about your friend, Lauren, and ever since it just seems as if you're, I don't know, pulling away from the team. I know everybody grieves differently when they lose somebody close to them, but I figured that maybe you could use some company."

"And why is that?"

He gave her a quick shrug, licking his lips. "Because this team is a family, and if someone on my team is hurting, that means the family dynamic and functionality goes out the window. I just – I want you to be okay."

He saw her look at him for a minute, and could tell she was trying to read him, to see if he was being sincere.

"Did somebody put you up to this?"

He quickly shook his head. "No-nobody put me up to this. I know you accused Morgan when I asked you to see Solaris with me, but I did this on my own. I-I didn't tell anybody else on the team about your friend, honestly. I didn't know if you wanted anybody else to know or not, because I know you were less than thrilled about me finding out the truth. If you want, I'll just leave the movie and Thai food with you, and you can have a night in with Sergio." He held the bag out to her. "I'm sorry for bothering you."

She sighed, stepping back and holding the door open. "Come on in."

He nodded, stepping into her apartment and she looked behind him before closing the door, locking it. "If you want to set up in the living room, I'll just be a minute. I need to get Sergio in from the fire escape."

"No problem… plates?"

She pointed to the kitchen. "Cabinet next to the fridge. Feel free to grab yourself a drink while you're at it."

While Emily stepped into her bedroom, closing the door, he grabbed a few plates and some water bottles from the fridge, setting them on the table. He then went through her drawers, taking out silverware and napkins. When he stayed quiet, he could swear he heard a combination being punched into something and a door opening, but he could've just imagined it after a long day.

She stepped out a minute later.

"All set?" he asked, taking the boxes out of the bag.

She nodded, walking over. "What are we having?"

He looked behind her, eyebrow raised. "And Sergio isn't joining us?"

She looked at him, confused. "Sergio, why would he-" she paused. "Sergio, right." She held up a finger. "Be right back." She then walked back to her bedroom, closing the door.

He had to wonder what could possibly have her so distracted.

A few minutes later, her bedroom door opened and a small black cat ran out, running across the apartment.

"So that's Sergio?" he asked, sitting down at the table and making himself a plate.

She nodded, closing the door behind her. "That's him, he's a great cuddler and definitely quite the listener."

He eyed the cat, who was curled up in a ball in the corner. "You do realize that many cultures have superstitions about black cats?"

"Yeah, I've heard they're bad luck," she started, making a plate and sitting down across from him. "With our line of work and what goes on in my life, trust me, a black cat isn't going to make anything any worse."

He paused, setting down his fork. "What does that mean?"

"Excuse me?" she asked, eating.

"It's not my business to intrude, but… what goes on in your life where a black cat being a bad omen isn't going to affect it?"

She chewed her food, thinking to herself, before looking across the table at him. "Is this a dinner, or is it an interrogation?"

He bit down on his lip. "I-I'm sorry, I didn't mean to-" he shook his head, "sorry." He went back to his food. "But did you know, in some cultures, a black cat is considered a good omen? In Great Britain, they're considered lucky, and they're often given to brides, and the Scottish believe a black cat is a sign of prosperity."

She smiled to herself. "I'll take some of that luck and prosperity if the world would be so kind."

He was going to question her again but shook his head, the rest of the meal going by in an uncomfortable silence.

After they had eaten, Spencer offered to do the dishes while she put the DVD into the player and set up the TV, as his capabilities with electronic devices was less than great. He saw her peeking out the window a few times while opening the DVD case, and doing it again as she sat down on the couch, picking up the remote.

"Are you expecting someone?" he asked, setting the last dish in the strainer and washing his hands.

She shook her head, running a hand through her hair. "I wasn't expecting anyone, to be completely honest. I was expecting a night in, sitting here in my pajamas with a carton of ice cream, but that went out the window."

"I'm sorry."

She seemed to calm down and sighed. "Don't be, now come on, we have a Russian movie to watch."

He walked over, sitting down beside her on the couch as she pressed play.

During the movie, her phone rang a few times.

"Do you need to get that?" he asked, pointing to it.

She bit her lip, eyeing the phone, before shaking her head. "It's probably just a telemarketer. They'll hang up and call somebody else."

"Are you sure? That's the third time in the last hour."

She nodded. "It's just what they do. I really should just disconnect that thing, considering how rarely I use it, but I can't bring myself to do it." She pointed back to the screen. "Now can we get back to this?"

"Mhm," he said quickly, turning his attention back to the television.

Once the movie ended, he stood up, clearing his throat. "Did um, did this help?" he asked.

She looked at him, eyebrow raised. "Help?"

He nodded, shifting slightly. "I know people handle the grieving process differently: some want company while others prefer to be left alone, some find comfort in food while others can't bring themselves to eat, some become paranoid while others remain calm. I just, I thought that this might've helped, you know, having a good meal and watching a movie. Was it a good distraction from everything?"

She sighed, moving her blanket off of her and nodding. "It did help for a little while, thank you."

"Do you maybe want to talk?" he asked, turning to her. "I'm not sure how great I'd be at this, considering the last person close to me who died was my Uncle Daniel when I was extremely young, but I'm here if you need somebody to listen."

She seemed to contemplate this for a minute or two, and Spencer could see a debate going on in her head. She had something she needed to put out there, and he could only hope that she'd open up to him. A few minutes later, she looked up at him, shaking her head. "No, but thank you."

"No problem, for what?"

She smiled slightly. "Once again, for being you. None of the other people on the team would've showed up at my apartment with Thai food and a movie in another language that I fully comprehend, and I just, I really appreciate the gesture."

"I'm… glad I could help. Are you sure you don't want to talk about something? I can keep a secret, Emily, if there's something bothering you."

Again she paused. Her eyes shifted back to her bedroom and quickly looked back up at him. "I'm fine, really. I probably just need a good night's sleep is all."

He couldn't tell if it was a legitimate answer, but it was hardly his place to pry. "Then I guess I'll see you tomorrow," he said, picking up his bag and putting it over his shoulder.

"Reid?" she said, getting off the couch.

He turned to face her. "Emily?"

She wrapped her arms around him, pulling him into a hug and squeezing, resting her head against his chest.

He raised an eyebrow, wondering why she was doing it, before he shook it off, allowing it to happen. He wrapped his arms around her, rubbing her back.

They stayed like that for a minute before she pulled back and tilted her head up, kissing his cheek. "Thank you. I really needed a friend tonight."

He smirked, bending his head down to kiss the top of her head. "Then I guess you're welcome?"

She nodded, walking him to the door, biting down on her lip. "I um," she cleared her throat, "I'll see you tomorrow."

He gave her a thumbs up before stepping out of her apartment, her closing the door behind him.

Part of Spencer told him not to leave. Part of him wanted him to stay there with Emily: to protect her, to keep her safe, to be there if she finally wanted to let everything out and talk, or even cry. He wanted to be there for her if she had a sudden change of heart and comfort her, be a confidante for her. Instead, he silenced that part of his brain, shaking his head and walking down the stairs to leave the apartment building. A few weeks later, he could only wish he'd listened and turned around, walking back into that apartment and making her talk about what was bothering her. If he'd done that, he wouldn't have been in that hospital waiting room. He wouldn't have had to hear that she didn't make it out of surgery, and he wouldn't have to cope with a member of his family was gone.