A/N - This was very much inspired by how much I love Penny wearing the golden heart locket Leonard gave her at the end of S6, in the promo photos for Season 7. So many Leonard and Penny feels! :) So this is the result... let me know what you think!

Carefully, and incredibly slowly, Penny rolled herself out of Leonard's arms, raising her body and swinging her legs over the side of the bed before she fell out onto the floor. Looking behind her, she saw that he hadn't woken from the movement, and gently stood. Grabbing her phone from his bedside table, she crouched down and lay herself down on the floor before clicking the home button so a soft light emitted the screen. Aiming the light beneath his bed as a sort of torch, she squinted until she found what she was looking for.

Pulling out the box, she silently opened it and removed the object, before pushing the box back under his bed. Clasping the object within her right hand, she stood and placed her phone facedown back onto the bedside table before sliding back into bed.

Turning onto her side to look at him, she smiled as his hand automatically moved to wrap around her, resting on the bare skin of the small of her back; her pink pajama tank top always rode up slightly at the back. Their legs intertwined, and she quickly tried to work out if it was for the warmth or for the intimacy. Both, she decided. Propping herself up with her left arm and hand, she let her right hand stay between the two of them for the moment.

Eyes tracing his face, she bit her lip. He looked adorable in his sleep. The gentle creases in his skin that she saw after he returned from work or after dealing with Sheldon weren't there during his peaceful slumber. Stress, she noted, and wondered if he saw the same on her face and if it disappeared too in her sleep. The eyes she loved looking into were closed, and yet she could still imagine them locked on her own, conveying mutual love without words. For a moment she thought about the desire and passion she had seen in them a few hours earlier, and so many times before. But now wasn't the time for that, so taking a steady breath, she moved onto his mouth. Even asleep, he had a little smile on his face. His smile was one of her favorite things about him. It always warmed her heart, and it always made her smile even if she had spent the day sulking. When he grinned it would warm her heart even more, the look of pure, genuine happiness that came across his face was something that she treasured. And the small, gentle, loving smile that was reserved only for her? She probably loved that the most. Not just because it was for her, but because of the way it made her feel, and the way he would convey every emotion he felt for her with the expression on his face. Those lips, too, would kiss her like she had never been kissed before. Whether it was just a quick peck, or a passionate make-out session, they always left her wanting more. They knew how to make her respond and they knew how to show love every single time. Leonard's lips on hers were the constant reminder that the cat was still alive.

But now wasn't the time to think about just how alive that cat was, because if the towels still on the hallway floor were an indication of anything... that cat is one smart kitty, it's staying alive, Penny concluded with a smirk. Shaking her head to clear those thoughts, she took a long, deep breath.

Moving her lips over to his forehead, she gently kissed down his face until she reached his mouth. Letting herself linger there, she felt him smile into her kiss, before pulling back.

"Leonard," she whispered, unable to stop herself.

He moaned softly, nuzzling his head against the pillow for a few seconds.

Maybe she shouldn't wake him. But as her right hand brought a free finger to the golden heart shaped locket on her chest, she decided that this was a good time to wake him.

"Leonard," she repeated, slightly louder this time, pushing her elbow gently into his shoulder.

In response, all he did was roll onto his back. She sat up, folding her legs, and brought her left arm across her body to poke at his shoulder some more.

"Leonard, baby, wake up." Leaning down slightly to kiss him again, she placed her right hand in her lap and used her left arm on his left shoulder to push herself back up in the hopes the pressure would wake him. "You want to be awake for this, Leonard." Again, nothing. With a sigh, she pouted her lips and pinched she skin of his arm. "Baby, wake up."

Finally, to her delight, Leonard's eyes begun to flutter open. He yawned, raising a brow as he realized it was still dark. "Hmm?"

"You awake?" Penny asked sweetly.

"Mm. Yeah."

"Good."

"Question..." Leonard yawned again. "Why am I awake at..." he grabbed his phone beside his bed to check the time. "Three o'clock in the morning?"

Reaching across, she switched on his bedside light, before switching on her own. "I couldn't wait."

"For what?" Leonard sat up now, rubbing his eyes before putting his glasses on. "If you want three-in-the-morning sex you should have made coffee."

Rolling her eyes, Penny giggled. "That's not why I woke you up. Though I'd like to do that too, afterwards."

"After what?" Leonard turned to look at her.

Taking a shaky breath, Penny looked at him for a while longer before raising her right hand and unclasping it. Revealing the Lord of the Rings 'One True Ring' movie prop ring, she picked up the chain with her left hand, undoing the clasp and sliding the ring off as Leonard watched her with a confused expression covering his face. Dropping the chain, she held the ring up to him.

Penny bit her lip nervously as excitement spread through her body. "Leonard Hofstadter, will you marry me?"

"Oh my God." Leonard looked up at her as though to make sure she had genuinely just woken him up to ask him to marry her. She grinned at him, eyebrows raised in anticipation. In return, he gave her the smile that was reserved for her. "Yes... yes, I will marry you, Penny."

Holding his left hand in her own left hand, neither Leonard nor Penny could help the teary smiles on their faces as she slid the ring onto his fourth finger. They looked at it together for a few seconds, before he pulled her in for a long, tender kiss.

When the pulled apart, Penny let out a soft laugh as a tear fell from her eye. "I thought it would be scarier than this... I love you, Leonard."

"I love you too, Penny." He grinned and pulled her in for another kiss.

Once they had broken apart again, Penny sighed. "I'm going to get you a proper ring, you know, but I wanted to propose with that ring."

"Oh, you don't have to get me another ring, this one is perfect."

"Honey, you don't think the guys are going to question why all of a sudden you're wearing that ring?"

"True... I did have to battle Sheldon for it, and it looks much better on you." Leonard frowned. "How did you know I still had it?"

"You don't remember?" Penny smirked, bringing her mouth close to his ear. "That night we had the apartment to ourselves and you wanted to see me wearing just the ring and the glasses, with the locket?"

Suddenly, a wide smile spread across his face. "Oh, yeah... my two favourite pieces of jewellery. The ring, and the locket." He brought his left hand up to trace the locket resting against her chest. It looked so good; the ring on his finger and the locket she never took off.

"Mm. You'll have your real engagement ring and then wedding ring to add to that list. And eventually you can see me in just a wedding ring and locket, so..." Penny winked, pulling back again with a satisfied smile. Her face turned serious. "Was this... okay?"

"What?"

"You know..." she sighed. "That Valentines Day you said you wanted it to be a big surprise, with flowers and stuff, and... it's not quite the whole nine yards you were looking for, is it?"

"No." Leonard shook his head, smiling at her worried expression. "This is much better. This is perfect."

"Really?"

"Yes."

"Hmm, never thought I'd love hearing you say 'yes' so much." Penny smiled softly, linking their hands together. "I have one more question."

"Go on..."

"As the future Mrs. Dr. Leonard Hofstadter - or Mrs. Penny Hofstadter - I guess the second one turns you on more than the first... I would like to ask: three-in-the-morning sex?"

"Yes. Wait, so Mrs. Dr. Leonard Hofstadter - that turns you on?"

"Yes."

"Alright." Leonard grinned. "Though putting pajamas on earlier was definitely a waste of time."

Smirking, Penny bit down on her lip as she raised a brow at him. "You want me to just take mine off right now so you can see your fiancée in just the locket again?"

"Uh, yes."

"Excellent. Because I want to see my fiancé in just the ring. Is this worth me waking you up at 3am?"

"Oh, yes."