A/N: So I was writing my multichap and I started listening to music. This started out as a songfic (Tell Me Why by Cold, if you care). Idek. It doesn't even fit the song anymore, but I'm keeping the title cuz I don't feel like changing it. Lol.

Every time Leonard mentioned Penny's acting career she would close herself off. A few times he tried to make it better, saying he could easily support her, but that only made the situation worse. At times like those he wasn't sure Penny wanted to be with him. But then the next day she'd be her usual happy, bubbly self again.

Then a week later she'd come back from a failed audition and it started over again.

He knew she tried to take comfort in a bottle at those times. It hurt him that she would rather drink and try to forget everything than try to talk things out with him.

But then, he also knew that she would rather talk to Sheldon than anyone else, and that both hurt him and baffled him. She had to know he was a better listener than Sheldon. Sheldon criticized and insulted her on a regular basis.

Once, when Sheldon had been too busy to pay her attention, she simply went back to her apartment rather than ask him for help. He'd followed, of course, always willing to go out of his way to help his girlfriend. Her door wasn't shut all the way, so he opened it and saw her pulling a bottle of Captain Morgan from the cabinet beside the refrigerator.

"Penny," he announced his presence. She immediately stopped what she was doing and turned. "Do you wanna talk about it?"

Penny sighed and turned back to her rum. "Not really. I'm just tired." She smiled a fleeting smile at him, but it didn't quite make it to her eyes. "I think I'm gonna read a magazine and go to bed early." She took her glass into the bedroom and shut the door, effectively shutting him out once again. He locked her apartment door for her when he left.

Like clockwork, she was fine the next day. At least, she acted like she was fine. Really, he couldn't see why she wasn't getting any acting gigs, she was great at pretending. He thought maybe she was trying too hard during her auditions, but knew better than to say anything. However, he did take her aside into the hall on one of those days she looked perfectly alright. He hugged her tightly and told her he loved her and that he was here for her. He thought (knew) he felt her breath hitch, but the next second she was fine again.

"I know, Leonard," she had replied with a smile. Then she kissed him and went back into 4A to finish her meal.

Everything seemed a lot better after that. Either Penny was genuinely happier afterward or she found a better way to hide her true feelings, because even Leonard noticed she seemed happier.

Maybe she just needs assurance that she's loved. He made sure to tell her every day after that. He didn't expect her to say it back anymore, not after that first disaster. He just took solace that she was still with him.

Everything seemed to be looking up for everyone in the group. And that made Penny's sudden leaving all the more shocking.

Sheldon was the first to read her note, as she had purposely left it in his spot. He read it with a blank expression and handed it over to Leonard.

Sheldon and Leonard,

I'm leaving this in Sheldon's spot so that it's found first thing in the morning and you guys aren't sitting around waiting for me.

This life isn't working for me. I'm being stifled by failure and I need out. I'm going back to Omaha, back to school. I can't stay here any longer, it's not good for me. Please don't follow me, or try to get me to come back. I might come out to visit you guys again soon, I can't stay away forever, but it won't be for a while.

Leonard, I really do love you, but I can't handle much more than myself right now. You two were my only reason to stay, but it isn't enough. I need to work on me before I can think of anyone else.

Yours,

Penny

Leonard's heart broke. The only time Penny'd ever said she loved him and it was in her goodbye letter. He took her spare key and unlocked her apartment only to find it empty of personal belongings. The furniture was still there, but everything that made the apartment Penny's was gone.

Back in 4A he sat on the middle cushion of the couch and stared at the coffee table.

"Penny's gone," he said tonelessly.

Sheldon, without looking up from his laptop, replied, "Yes. I read the letter."

Leonard looked up at his roommate and best friend. "Don't you care?"

Sheldon turned the desk chair to face him and he steepled his fingers. "Of course I care. Penny is my friend. But I agree with her decision to leave. Obviously her acting career was going nowhere and she was unhappy as a waitress. Living in California was doing nothing for her but leeching her hard-earned money and perpetuating her unhealthy shopping habits." A shadow of a frown passed over his face, then it was gone. "She said she would return, and until then we have means of contacting her to stay in touch if we so wish. I will not worry for her." He turned back to his work and was silent. In fact, I will worry far less, now that she is trying. But I will miss her.

Leonard texted her every day for the first two weeks, then got distracted by a new laser at work and stopped. Raj skyped her every once in a while. Howard sent her a birthday card.

Sheldon called her every Thursday, regardless. It was part of his routine.

During Spring Break, her first visit back, she greeted Leonard with a kiss on the cheek and Sheldon with a kiss on the lips. It surprised everyone, but Leonard was completely floored.

"Why?"

"Sheldon has helped me so much. We talk every week. He helps me with my homework, and just generally listens to me. Over the year I've been gone he's been the one I turn to with my problems."

Sheldon turned and corrected her. "Penny, you've come to me with your problems for years now, whether I could actually help or not. More often than not I couldn't, but you were my friend, so I tried anyway."

Penny rolled her eyes and grinned. He was right, of course. "True. But we grew closer after I left."

"That we did," he acknowledged quietly. "And thank you for the advance notice that you would kiss me upon meeting. I am not quite ready for much of a physical relationship."

They left the airport holding hands. "It's ok, Sweetie," she said. "We can make a long distance relationship work until you're ready."

~*DD*~*DD*~*DD*~

She visited during every break.

It broke Leonard's heart, but he grew to accept what Howard had dubbed the 'Shenny.' It helped that it was mostly long distance, but whenever she visited, grief tugged at his heart. He loved her, but she was obviously happy with Sheldon, so he left it alone.

Sheldon proposed at her graduation. Penny designed and made her own gown, as her shiny new fashion designer degree said she could. It was a very short, beautiful ceremony. The reception had a make-your-own-sundae bar.

Leonard had never seen two people more happy together.