A/N: So it only took me about four months to get chapter two of this story up... Yes, I realize I'm terrible, but life's been pretty crazy. However, E3 is going on right now and I'm really hoping for some Fallout 4 news, so my Fallout 3 muse has been kicked into high gear! That said, it hopefully won't be nearly as long between chapters from here on out. Thanks to everyone who's read what I have so far, and, as always, feel free to leave any comments you have!

- topside

Penelope awoke several hours later, languidly stretching her arms above her head as she curled her toes, enjoying the sensation of her tired muscles protesting, then relaxing. She opened her eyes slowly, glancing out the window beside her bed; with a grimace, she noted that the sky was a rusty orange color, indicating night was about to fall. Not only had she slept the day away, but she had wasted the night before, as well. Sure, it had been fun enough in the moment, but as she had tossed and turned, trying to sleep, regret had crept into her mind. She hadn't been a virgin, but she was certainly inexperienced, and Andy had offered her naught but a drunken leer as he plunged into her, eliciting a small yelp of pain that she had instantly regretted. He had proved to be a bit of a sadist, thriving off the pain he caused her as he nipped at her neck and gripped her roughly, fingernails digging into her skin. The copious amount of alcohol in her system helped her to ignore the pain and instead enjoy his rough, powerful strokes, but the sting of lingering teeth marks on her skin left her feeling a bit sick to her stomach.

Before last night, she had only been with one other man, and, interestingly, he had made love to her just as Andy had: roughly, dispassionately, caring more about his release than her comfort or pleasure. Their first time had been excruciating, as he had ignored her desperate plea for him to go slowly. He was impatient; it had been far from his first rodeo, and he had no patience for the fragile girl beneath him. Despite the pain, Penelope had gone back for seconds just days later. She had craved the feeling of acceptance, however brief, he gave her as he grinned at her and beckoned her into his arms. He was the closest thing to a friend she'd had in the Vault save Amata's pitying friendship.

But out here, in the Wastes, Penelope had quickly outgrown the need for friendship and acceptance. They were luxuries that she simply couldn't afford, having to devote all of her energy to simply surviving. Though, she had been more than a little relieved when she found Dogmeat at the scrapyard, glad to have a companion that she knew wouldn't try to rip her throat out as she slept. And when she had stumbled into Underworld, half-dead and bleeding heavily from a wound in her gut, she had nearly been overwhelmed by the reception the ghouls there had given her. When she woke up to see Dr. Barrows hovering over her with a stimpak grasped in his hand, relief had washed over her; as she puttered around the ghoul city during her recovery, she felt herself truly relax for the first time since she had left the Vault. There, finally, she felt safe.

And there she had met Charon.

She remembered her first impression of the ghoul. He was tall and stoic, and he had watched her from the moment she had stepped into The Ninth Circle. She knew it was unusual for a human to stay in Underworld for as long as she had, but the ghouls' curious stares didn't really bother her. Before reaching Underworld, the only ghoul with which she had come in contact was Gob, the bartender at Moriarty's Saloon in Megaton, and she had formed a fast friendship with him. It was easy to understand why these creatures – these people – were wary of humans, but she was careful not to give them any reason to distrust her. They, in return, welcomed her into their city and made her feel at home.

Penelope had been about to leave Underworld when she witnessed Ahzrukhal's cruelty to Charon for the first time. She had been leaned up against the counter, bartering with the old ghoul for some supplies she would need to get her through the Wastes. Behind her, a drunken brawl had broken out, and, though Charon had sprung into action immediately, the fighters had broken several dishes before he managed to separate them and kick them out of the bar. Ahzrukhal had quickly finished their trade, and Penelope was halfway out the door when the ghoul pushed Charon against the wall, a knife pressed to his patchy throat.

"I keep you around to protect my shit," he had growled. Charon's expression was one of utter calm, but his eyes shone with a desperate hatred. "Not to ogle smoothskins while fuckheads destroy my shop."

"Ahzrukhal, stop!" Penelope had cried, re-entering the room and forcing the ghouls apart. "He broke up the fight, what more do you want?"

"Stay out of this, Smoothskin," Ahzrukhal snarled, roughly pushing her aside so he could get to his slave.

"I have an offer for you," she had said quickly, the words tumbling out of her mouth before she could stop them. Ahzrukhal paused and turned to her with a sigh.

"Can it wait?"

"No." She had dug into her pack and pulled out a handful of caps, causing Ahzrukhal's milky eyes to light up. "Five hundred caps for his contract."

"Five hundred?" He had snorted. "It would cost more than that to get another guard. Fifteen hundred caps."

"Seven hundred."

"Twelve hundred."

"A thousand."

"Deal." She had given him the money, and he had turned to retrieve the contract from the safe embedded into the wall behind the counter. As soon as the paper was in her hands, Charon was thrusting her aside with one hand while the other reached for the shotgun strapped to his back. Three bullets later and he was back at her side. She hadn't questioned his actions, and he hadn't left her side since.

Sighing, Penelope forced herself out of bed and picked her clothes off the spot on the floor where she had discarded them before falling into bed. As she bent to retrieve them, she remembered Charon walking in on her the night before. It wasn't the first time he had seen her naked: various wounds had necessitated his medical attention over the months, but she still felt heat creep into her cheeks as she saw him in her mind's eye, clad in nothing more than a pair of small shorts as she scrambled to cover her bare breasts. He hadn't let his gaze linger, and she was unused to that. Before, any man that had caught her naked had stared, a hungry look in their eye. Even last night, Andy had been fixated on her breasts, running his calloused hands over the smooth, sensitive skin. But Charon, she reminded herself as she dressed quickly, was not Andy, and he was not Butch.

Once she was clothed, Penelope exited her room, Dogmeat at her heels. She glanced into Charon's room as she passed it, but it was empty, as she had expected. Dogmeat bounded down the stairs ahead of her and pressed against the front door with a whine; obediently, she opened it before turning to face Charon, who was, again, sitting in the armchair by the door, a book in hand. He looked up at her and smirked.

"I think your internal clock is backwards," he said, and she wrinkled her nose at him.

"I was tired. I was up all night, after all," she reminded him, stepping past his chair and into the little alcove she used as a kitchen.

Behind her, Charon's smirk dropped into a slight scowl. He knew from the nonchalance with which she spoke that she hadn't meant to refer back to her intimacy with Andy, but after dwelling on it all day for reasons he couldn't fathom, it was all he could think of.

"Have you eaten?" She called from the fridge, and he quickly schooled his face into a blank expression before she noticed his scowl.

"No. But I went out and got some more brahmin milk while you were sleeping, if you want some Sugar Bombs."

"I'm actually thinking mac 'n cheese sounds good," she replied, and he could hear her rummaging around for the ingredients. He returned to his book, and she hummed along with the upstairs jukebox as she cooked. Dinner was ready in no time, and she brought him a steaming bowl of mac 'n cheese, her own food in her other hand. They ate in companionable silence, he gobbling down the food as she picked at hers absently.

"Are you ok?" He asked, breaking the silence. She looked up at him and studied his face for a long moment before nodding.

"Yeah. Just thinking."

"About?"

"Last night." He grimaced. "No, not- Not that. I'm sorry for disappearing like I did."

"It's fine, Smoothskin. Wadsworth told me where you were-"

"Not just then. I mean leaving for the walls as soon as we got back, and then disappearing without a word. You deserve better than that," she insisted a bit angrily. "It's just that ever since Dad-" She cut herself off abruptly as her throat tightened, and she glared down at the floor, fighting to stifle her sadness.

"I know," he said simply, reaching a hand across the table to touch her knee gently, the kind gesture making Penelope look up in surprise. "Don't worry about it." With that, he stood and gathered his dish, heading into the bathroom to wash up.

"Where are we going next?" He called over his shoulder, peering out the bathroom door to see that she was still slouched in her chair.

"Hm? Oh. I'm not sure. I'd like to find Rockopolis, if we can. Daring says that's the last place he saw Argyle."

"What's your obsession with finding him?" Charon rasped, grabbing a rag from a nearby shelf to dry the dish he'd just cleaned.

"They were best friends," she said simply, shrugging. "From back before he was a ghoul. And Daring didn't abandon him after he changed. It's unusual to see a relationship like that between a ghoul and a human."

"And then there's us," he mumbled under his breath, not noticing that she had come up behind him.

"And then there's us," she agreed quietly, placing a hand on his arm. He looked up into her green gaze and found she was giving him an unusually affectionate smile, and it made his pulse quicken under his mottled chest.

"I'd like to leave at sunrise," she said suddenly, changing the subject as she went to the sink to wash her own dish. He blinked, feeling a bit disoriented as he clumsily turned to face her. She glanced over to meet his eyes, gaze lingering on his for a long, silent moment. "Will you be ready?" She murmured, not breaking their intense stare. He nodded dumbly, swallowing thickly around his dry mouth.

"I'm always ready, Smoothskin," he managed after a moment, ripping his gaze away from hers. "I'm gonna turn in for the night," he mumbled, making his way to the steps. "Some of us didn't sleep all day." His tone was joking, and he shot her a distracted smirk as he ascended the stairs.

Now alone in the living room, Penelope finished cleaning up their dinner and sighed, looking around aimlessly. It was dark out now, and, though she knew she needed to be well-rested for their trip tomorrow, she was restless. Dogmeat was still wandering around the town, she remembered, and she set off to find him, habitually snatching up her combat knife as she went through the door. She shut the door quietly behind her so as not to alert Charon to her absence: not only did the ghoul need his rest, but Penelope wanted to be alone for a while.

The air outside was thick with the heat that still lingered from the day, but she breathed it in deeply nonetheless, eyes fluttering closed as she allowed herself a rare moment of relaxation. She felt relatively safe in Megaton, though not quite as secure as in the ghoul-filled Underworld. Here, she still had to be wary of some of Megaton's less favorable citizens: Moriarty and Jericho, for one, as well as the Jet-addicted Leo and his brother Andy. Penelope's eyes shot open as her thoughts turned to Andy. She would have to take care to avoid The Brass Lantern for a while lest Andy expected a repeat performance. It would help, she thought wryly, if the man didn't live and work literally beneath her feet; still, his devotion to his restaurant would make it easier to avoid him.

Finally forcing herself to move from her spot in front of the door, Penelope turned and made her way over the metal walkways and onto the sloping dirt hill that led from Megaton's gate down to the crater. Walking toward the crater would inevitably take her by The Brass Lantern, so she trudged up the hill, boots sliding slightly over the dusty ground. She knew that sometimes Gob would slip Dogmeat any scraps of food he managed to smuggle away from Moriarty's, so she headed that way to look for the wayward pup, scanning the area around her as she went. She was just passing the Water Processing Plant when she heard a soft noise; her hand was on the hilt of her knife in an instant, and she narrowed her eyes, willing herself to see through the darkness around her.

Suddenly, her hands were pinned above her, and her knife clattered to the walkway with a clang of metal on metal. She could smell booze in the air as a man's hard body pressed roughly up against her; in the scant moonlight, she could barely make out Andy's features.

"Fuck off," she snarled, struggling to free her arms from his grasp.

"I'd rather fuck you," he retorted, ducking his head to kiss her roughly. She turned her face away from him, and he let out a feral growl. "Suddenly shy?" He asked venomously, allowing his free hand to tug at the hem of her tank top. She cursed silently, realizing she had forgotten to put her armor back on before leaving the house. She hadn't thought she'd need it in town.

Andy's fingernails scraped up her side, making her wince with pain, before his work-worn hand settled in the small of her back, pulling her hips harshly up against his. She twisted violently, trying to break free, but he simply held her tighter, dipping his head into the junction between her neck and shoulder, where he bit down hard. Penelope yelped as tears welled in her eyes: that was harder than anything he had done the night before, and she could feel him grinning against her skin as he rocked his hips into hers once more, sending her back slamming into the wall of the Water Processing Plant.

"Get away from me," she warned lowly, careful to keep the fear that crept into her mind out of her voice, "or you're going to regret it." He chuckled darkly, nipping at her earlobe and sending hot wafts of breath over her cheek and neck.

"I don't think so," he replied, stopping the rocking of his hips and moving the hand that rested on her back. Careful to keep his grip on her, he reached for the door to the plant, laughing quietly as he did so. "This is the perfect place for a little privacy, you know," he said, voice almost conversational as he dragged her toward the door. "I came looking for Leo's fucking supply, but… You'll do."

"Get off me!" She insisted, digging the heels of her boots into the walkway and pulling against him with all her might. He had handled her with ease the night before, but she hadn't realized how strong he was until he yanked her back up against him, arms twisted painfully behind her back.

"Mmm, you're feisty tonight," he rumbled, crushing his lips to hers briefly. "I like you even better without all the alcohol, I think…"

"Leave me alone!" Her cry echoed off the metal walls, and she hoped, just for a moment, that someone would hear her and come to her rescue.

Suddenly, the pressure of Andy hard up against her was gone, and she tumbled to the ground, disoriented by the sudden change. She heard a guttural noise and, looking up, was surprised to see Charon towering above her, Dogmeat at his side, hackles raised. He held Andy by the collar, the shorter man's feet dangling off the ground.

"Stop!" She cried as Charon drew back his fist. He hesitated and gave her an expectant look. "Don't hit him."

"You're joking." His voice was flat, disbelieving.

"Don't hit him," she repeated firmly, giving Charon a pointed look. He knew without her saying that this was one of the few real orders she would ever give him, and he dropped Andy to the ground with a furious snarl.

"Leave," he ordered the cowering human, who scrambled to his feet and quickly obeyed. Charon watched him go with murder in his eyes before turning back to his employer, who was carefully picking herself off the walkway.

"Are you ok?" His voice, so harsh just moments before, was soft and worried, and his ever-alert eyes softened as he looked her over.

"Yeah," she mumbled, stooping to pick up her knife. "Just some hurt pride." She paused, drawing in a deep, shaky breath. "I… Thank you," she said after a moment, though she couldn't help but feel ashamed that Andy had gotten the best of her so easily. She could take out a hive of Raiders from atop a crumbling overpass, but Andy, an average man, had managed to disarm her with little trouble.

"What were you doing out here alone?" Charon asked with a frown as the three of them made their way back to the house.

"I was looking for Dogmeat. I didn't think… I mean, I made sure not to go by The Brass Lantern so he wouldn't see me. I didn't expect him to be over by the Plant…" She drifted off and shrugged helplessly.

"You should have sent me after him. That's my job."

"You're not a dog catcher," she protested.

"No, but I'm here to keep you alive and safe. I can't do that if you keep sneaking out in the middle of the night." Though his voice was level, Penelope felt like a child being scolded.

"How did you find me, anyway?" She asked, looking up at him curiously, eager to steer the conversation away from her midemeanors. "You were in bed when I left."

"Dogmeat was barking outside the door, so I went to let him in. When I didn't see you in the living room, I thought maybe you had gone to see Gob, so we came to check on you." He glanced at her, brow furrowed. "And it's a good thing we did."

Penelope didn't respond, instead quickening her pace to reach their house sooner. Though she knew she was safe with Charon by her side, every shadow seemed to leap out at her, and it was with relief that she ducked through the metal door to her home, allowing Charon to shut and lock it while she slowly dragged herself up the stairs. He eyed her with concern, not sure if she was lost in thought or traumatized by her near rape.

"Are you sure you're ok?" He ventured after a moment, trailing her up the steps.

"Hm? Oh, yes. I'm sure. Completely unharmed." She offered him a distracted smile that did nothing to calm his worries. "I'm going to bed. We're heading out at sunrise. I want to find Rockopolis before nightfall, if we can."

"And if we can't?"

"Girdershade should be pretty close. We'll stay the night there if we can't find Rockopolis. Sierra should let us stay with her after we got her all that Nuka Cola Quantum."

Charon's snort of slight derision brought a wry grin to Penelope's face. When they had first met Sierra, her fascination with Nuka Cola had struck them both as odd, but she was far from the strangest character they had met in the Wastes, and she seemed harmless, besides – not to mention forthcoming with caps. But, after her deranged quest had sent the pair through an abandoned factory infested with Nuka Lurks, Charon's opinion of her had soured. Anyone whose obsession left himself and his employer running for their lives with a box of radioactive soda over their shoulder found themselves on Charon's bad side; nonetheless, she had paid them well for their expedition, and now she was yet another ally on which they could rely out in the Wastes.

"Goodnight, Charon." Penelope's dismissal brought Charon from his thoughts about the deluded Sierra, and he nodded to her in acknowledgement before turning toward his bedroom.

"No more sneaking out, ok?" He said over his shoulder, pausing before his door, and, though his voice had been gentle, she fidgeted uncomfortably. "If you get the urge to go somewhere before we set out, wake me up. Or, at the very least, take the mutt with you." Dogmeat growled, protesting his being called a mutt, but he calmed when Penelope bent to stroke his dirty fur.

"Don't worry," she murmured, voice almost too low for Charon to hear. "I don't plan on leaving this house until the sun comes up." With that, she turned and beckoned Dogmeat into her bedroom, shutting the door behind her without another word. Again, Charon's brow creased with worry, but he dismissed it, knowing that if she wanted to talk about what was bothering her, she would bring it up in her own time, and pestering her would do him no good.