A/N: Let's be honest, Penelope's depiction in the flashback episode makes her character development fascinating. So here's a piece on that.

Not trying to justify her actions as a parent, or Clifford's, just trying to give them some backstory. Let me know what you think!

Disclaimer: Characters are not mine.

Penelope Blossom pursed her lips in displeasure as she watched her only living child skip across the lawn and hope onto the back of that girl's motorcycle.

The truth was that her daughter had inherited a lot of things from her – her striking looks, her exceptional brain, her fiery temper, her talent for manipulation. The only way she and Cheryl were truly different was perhaps her daughter's most admirable quality, one she certainly had not possessed at such a young age.

Cheryl certainly did not get her courage from her.

1992

Penelope sat in front of the fireplace and sobbed. She couldn't believe what was happening to her, what she had gotten herself into. She had received one Saturday detention, and now she had to complete three more! There went her perfect record, right out the window. Her perfect GPA, and attendance, and her full slate of extracurriculars would all be for nothing now that she had a big, glaring mark on her transcript that screamed delinquent.

Even her reputation as a teacher's pet hadn't kept her from getting in trouble once she had been caught brawling in the girls' bathroom, and again in the detention room.

But school was all that she had. Scholarships and college applications were her way out of Riverdale, her way out of Thornhill. What was she supposed to do now?

She raised her head when she heard a heavy sigh come from the doorway.

"What is it now, you worthless girl?" Her mother asked in exasperation.

She quickly wiped away her tears and held her head high. "It's nothing, Mommy," she lied. "Just some silly teenage drama."

She wasn't ready for the reaction, the berating, the punishment that she would surely endure if she told the truth.

Her mother placed both of her hands on her hips and rolled her eyes. "How are you ever supposed to become anything worthy of my son if you spend your Saturday evening crying in front of the fireplace?"

"I was just about to start on my schoolwork," she responded in an energetic voice.

She also consistently used her dedication to school as an excuse to be alone. Not even her demanding, critical parents could refute her results.

"Good," her mother nodded. "Your father and I are going out. Try not to draw any attention to yourself."

Penelope eagerly nodded, and was only able to let her body relax when she heard the large front door slam shut.

She thought that she would be able to return to wallowing in self-pity, but then her brother appeared.

"Penelope," he called as he walked towards her. "Are you alright?"

She nodded as she lowered her gaze, and she wasn't surprised that he didn't buy her poor acting skills. Clifford had always been much better at reading her than the rest of their family. He lowered himself down onto the rug so that he could sit beside her and he brushed away a wayward strand of hair, one that had escaped from her braid.

"What's wrong? You can tell me."

She bit down on her bottom lip to stop it from quivering. After a minute or so, the truth squeaked out. "I got Saturday detention for a month today."

He chuckled to himself and placed a caring kiss on the top of her head. "It's okay," he cooed. "It's just detention."

"Stanford doesn't let in just anyone, especially people who get detention for fighting," she cried.

He pulled away so that he could look at her with a proud grin. "You got detention for fighting?"

She rolled her eyes and playfully smacked his arm. "Don't you dare," she warned.

For the first time in her life, she had friends, and a regular excuse to leave Thornhill.

After the last Saturday detention, the gang went to Pop's for a farewell meal, fully knowing that G&G would keep them together.

She had never had people treat her like this before, not her classmates , not her fellow members of the Model UN or Academic Decathlon, and certainly not the Blossoms. Fred Andrews was sweet to her. She and Alice Smith hadn't gotten into a spat in weeks, verbal or otherwise. F.P. Jones flirted with her and teased her, just like he did with every other girl he deemed worthy of his time. Sierra Samuels had become her close confidant, and Hermione Gomez had even offered her a bed to stay in when her home life became too much to bear.

This feeling of acceptance was something that she had never known before.

"Must you do that?" She screeched as F.P. blew in her ear, again.

He laughed, that stupid, cocky grin taking over his face, and did it again. "It's fun to rile you up, Blossom."

Everyone else in the large booth laughed; Alice affectionately rolled her eyes. The jock wrapped his arm around her shoulders to continue his teasing. Penelope was so distracted that she missed the familiar handsome figure enter the diner, and she didn't register his appearance until he was standing in front of their table.

Clifford ignored everyone else in the booth and focused on her. "Penelope," he greeted. "You're going to be late for dinner."

"I'm having dinner with my friends today, Clifford," she answered softly.

Fred, as much of a radiant knight off the board as well as on, smiled up at him. Clifford was one of his teammates on the baseball team, but that didn't make the two of them terribly close. "You can join us if you want, Cliff?"

Not one of them missed the way that Clifford's eyes were zeroed in on F.P.'s uninjured arm, wrapped around Penelope's shoulders with his wrist dangling dangerously close to her chest.

Hermione cleared her throat in an attempt to diffuse the tension. "All the girls are sleeping over at my place tonight," she lied. "So you don't have to worry about Penelope, Clifford."

Clifford offered the dark-haired girl a weak smile. "That is very kind of you, Hermione, but I must insist on bringing Penelope home."

"Clifford," Penelope began weakly, "I'll be home soon, okay?"

F.P., with his penchant for trouble, only aided in making the situation worse. "Just run back to your mansion, pretty boy. I'll take care of her."

Clifford took a deliberate step forward and Fred was immediately on his feet. He placed a hand in the middle of the Blossom's chest in a placating gesture. "He's just joking," Fred stated with a forced chuckle.

Fred practically escorted Clifford to the door and Penelope just sat in the booth and allowed the shame to wash over her. She could hear Hermione's voice echoing in her head, "That's not family!"

"I wanted to apologize," Clifford began as he stepped through her open bedroom door. "And honestly, I am in desperate need of help when it comes to my Math homework."

Penelope stared at him with an expression of disbelief. Blossoms weren't exactly well practiced in the art of making amends, so she supposed she had to commend him for the effort.

He looked down at his sock clad feet and shuffled in a way that was decidedly unbecoming of a Blossom heir. "I'm just protective, and I know how it comes off sometimes."

She didn't say anything, refusing to offer a truce so easily, but she did invitingly pat the space on her bed beside her.

He walked towards her with a smile and deposited all of his books on the bed.

Fifteen minutes later, Clifford tapped the end of his pencil against his notebook in frustration. "I don't get it," he growled.

She tried to explain it, again, patiently. She wasn't sure how many different ways she could talk about derivatives. "Maybe we should take a break," she suggested. She closed her textbook and turned to him with a smile. "I'm going to take a bath."

She stood up to leave, but he reached for her hand and kept her in place. "Wait," he whispered. "Can I talk to you about something?"

"Of course," she responded quickly. She sat back down and eagerly waited for him to reveal whatever was on his mind. "Clifford?" She prompted gently.

He swallowed before he slowly asked, "Would you like to go to a movie tomorrow night? And maybe Pop's afterwards?"

She shrugged and grinned. "Sure! You probably want to see the new Batman movie, don't you?"

He breathed a sigh of relief. "You can choose."

He shifted closer to her on the bed and she was taken aback when he gently cupped her face with his large palm. She opened her mouth to say his name as a question, but it was muffled by his lips. At the touch, she squeaked and pulled away as blood rushed to her face.

She stared at her lap as she spoke in embarrassment. "Clifford, we can't do that."

"Why not?" He asked, the genuine confusion evident in his voice and facial expression. "You're mine, right?"

She wanted to say that it was the nineties and women didn't belong to men anymore, but he was right. She was his – that's the only reason the Blossoms had taken her from that awful orphanage in the first place. But she desperately clung to the idea that she could dictate exactly what "life companion" meant, no one else.

She closed her eyes and whispered something that had been on her mind nonstop lately. "I don't want that with you."

"Oh."

And when she turned to look at him she saw that he was sincerely saddened. "Clifford—"

He cut her off with a shake of his head. "No, um… it's okay… I, um… should go." He hurriedly gathered his Calculus work and bolted from her bedroom.

As Penelope walked past her father's study, she heard the undeniable sound of skin on skin and a yelp that could only have come from her brother. She cringed and crossed her arms tightly over her chest.

"You are useless!" Her father growled loudly. "Sometimes I think there's no possible way that you're a Blossom."

"I'm sorry, father, I—"

Her brother's apology was cut off by another slap and her whole body jumped. She knew that her father had a temper, and that he could be quite cruel during Clifford's "grooming" – he told her all about the hunting parties and their trips into the city to learn the family business – but she had never known him to be physically abusive.

The Blossoms were more masters of emotional and psychological damage.

"She doesn't want me!" She heard her brother cry.

She raised her hand to cover her mouth so that her gasp wasn't audible. They were fighting about her.

"Blossoms take what they want, you weakling!"

There was another loud smack, followed by another yelp, and Penelope couldn't bear to hear anymore. She ran to her room as silently as she could, and locked the door behind her.

She waited until the house was asleep, silent and eerie in the moonlight, before she crept to her brother's room. She wanted to check on him but she hadn't been brave enough to do it in the light of the evening.

She slipped into his room (Clifford never locked his door) and she could hear him sniffling from across the large space.

"Clifford?" She whispered.

The sniffling abruptly stopped and a shadow moved to signify that he was now sitting up in his bed. "Penelope?"

She nervously wrung her hands together as she asked, "Are you okay?"

He stayed silent so she cautiously walked towards his bed and made the bold move to slide under the covers. If there was one thing that Clifford consistently told her, it was that she could tell him anything, and she wanted him to feel the same way. She looked at him, sitting in his bed with his sheets pooled at his waist and his firm, broad shoulders on display, and tried not to blush.

"I heard," she confessed, "in father's study."

He was quick to look away and try to brush it off. "That was nothing."

"He hit you," she argued.

"He thinks I should be more ruthless," the redhaired boy sighed. "Like what he forced me to do with Claudius? I think that's the proudest he's ever been of me."

Her hand skittered across the mattress and found his so that she could entwine their fingers in a show of support.

"He expects me to just…" Clifford continued unsurely, "To just… whether you want to or not."

"Oh," she replied with wide eyes. She didn't need words to fill in the intention behind his statement. She was smart enough to read between the lines.

"But I don't want to," he assured her quickly.

What he said next made every cell in her body come alive. She supposed the dark made him braver too.

"I want you to love me the way that I love you."

Her breath stuttered and she dumbly repeated, "Oh."

He sighed loudly in disappointment. "You don't have to say anything, Penelope. I know that you want to get away, from Thornhill, from them, from me."

The girl shyly nodded and pushed up her glasses that were sliding down her nose. "It's not you," she whispered.

He shook his head and gripped the sheets beneath him tightly. She could see that temper that he tried to hide away growing. "I'm no better than he is," he spoke through gritted teeth.

She threw her arms around his shoulders and buried her face in his neck. "Yes, you are," she murmured against his skin.

He slowly wrapped his arms around her petite frame and inhaled the scent of her hair. "Will you stay?" His voice hitched, shaky and fearful, and terribly endearing.

She didn't trust her voice to respond so she nodded, and her hold on him intensified.

She awoke the next morning in a decidedly non-familial, even non-platonic position. She was lying on her side with Clifford wrapped around her. He was pressed fully against her, she was able to feel every firm muscle in his body, and his hand was underneath her pajama top, splayed across her abdomen.

And she found that she didn't detest it as much as she imagined she would, or hoped that she would.

After all, it was awfully nice to be wanted.

Present Day

Everything with Principal Featherhead, and the pact that followed, had made it all too easy to fall into Clifford's arms.

"I wanna live in Thornhill forever and ever, Clifford. The world outside is… it's too dangerous."

And it was easy to forget everything that she was giving up when he spoke of how much he adored her.

Something changed in him when she had the twins. She had believed that giving him heirs would make him happy, but he became miserable, and more like his father with each passing day. Right up until the day he died.

She vowed that she would love her babies the way that she had never been loved as a child, and she couldn't even pinpoint when she had broken a promise that had seemed so easy when she had made it.

The rare sound of Cheryl laughing broke her from her reverie, and she glanced up to see her daughter joined hands with that girl from the Southside. Her daughter wore a smile, big and bright, that she hadn't seen since before Jason's death.

She had passed on a lot to her daughter, for better or for worse – her way with words and turns of phrase, her flare for the dramatic, her thirst for revenge. The characteristic that she and Cheryl shared that she had always feared the most was her desperate, clawing need to be loved and accepted.

But that smile. And the one that her daughter was receiving in return…

She and Cheryl were alike in so many ways, and different in every way that mattered.

A/N: Not gonna lie, totally open to writing more young Clifford and Penelope haha. Please leave a review! :)