A/N. Nothing needed to bring you all up to speed. I again want to thank .Molly and zhalen565 for their patience, assistance, and encouragement to get this piece published. The next chapter (Chapter 8) may be exciting for them, as it will be the first chapter that they haven't seen at all. I hope they enjoy it. I've said it before, I'm new to this so please pass along any reviews. Even if all that's there, is I liked it, all comments are greatly appreciated. As always, the characters are not owned by me, but they do own me.

Chapter 7 The Problem

Leonard was surprised by this confession. "What are you talking about? You know you could always come to me."

"No, I couldn't." Penny choked out. "I wanted to, but in my mind, I kept seeing the hurt and pain on your face, from everything I'd done to you. It prevented me from going to you, because I didn't want to hurt you again. On top of that, you had said I love you and because of Wil Wheaton, I thought, until I could say it, I would only hurt you if I got back with you."

Her eyes started to tear up. "And, I couldn't bring myself to say it. Every time I had said I love you to someone, I got hurt. Although I thought you weren't the kind to hurt me, I couldn't get my previous pain out of my mind and it was some sort of mental block for me. It was always in the back of my mind. Say I love you and the guy leaves. I didn't want you to leave"

Leonard's mind was going into overdrive. He knew he was getting close to understanding why she had held back and he wanted to know, to help her through it. Although she had told him she loved him numerous times since that first time in the hall, she could still be uncomfortable with it. There were also still the issues of moving in together and marriage. Why was it so difficult for her? "Don't over think it Leonard, he thought, Just keep her talking. He stared into those lovely green eyes, nodded his head, silently urging her to continue.

Penny looked back at him. She was scared. She had never opened up to anyone like this and she needed to go farther. She wanted him to understand, but that meant telling him, her fears, how she'd been treated, what she had felt, how she had been afraid, jealous, angry, and just plain frightened to death that she was going to lose him.

She paused, reached over and poured some more wine into her glass. She looked at Leonard and saw the concern, He won't hurt me, she thought, and yet she still hesitated. She heard, in her mind, Leonard saying No secrets" She reached for a couple of chips and slowly ate them. She was stalling and she knew it, her fear keeping her from continuing. Again, He won't hurt me, echoed in her thoughts. She took a drink of wine, suddenly making up her mind."

"Honey, I started dating when I was fourteen. I was looking for approval and someone to love me. I didn't think my parents cared, so I was hoping for someone to replace them. A couple years later, a guy told he loved me and he got what he wanted from me. After I told him I loved him, he wouldn't talk to me in school and he broke up with me the next day. There were several others who I started dating, told me they loved me, we had sex and when I said I love you back to them, they left me soon after.

I was so immature, and didn't know what love was. I was so stupid, I couldn't figure out that once I had sex with the guy, if I told them I loved them, they would say it back, but then left me fast, as they didn't want to be tied down. When they dumped me, I would usually find a friend of theirs, and have sex with them, just to get back at the guy who dumped me. I was so messed up"

She was getting close to crying again, So Leonard reached over and held her hands. "Don't worry about it, Penny" he soothed. "It's in the past."

She sniffled, keeping the tears in. "I finally figured it out, but by then, I had moved out here with Kurt. "For the first two years I thought it was wonderful. I was the one who said I love you to him first, but I didn't get it back. I kept after him and even tried to talk about marriage."

She let go of one of Leonard's hands and took a drink. "He had been working out but then, suddenly, his muscles got huge, you saw them. He became distant, he got mean. He never hit me, I'll give him that but, he would tell me how lazy I was because I didn't bring in more money. How I wasn't working hard enough to become an actress. How I was looking trashy. He accused me of going out on him. I didn't know any better and had no where else to go, so I stayed. I stayed because I thought he might be right, and who'd want me? I thought if I told him I loved him enough, it would work out. I suspect that he was on steroids, but I can't be sure."

Her voice had started cracking. She stopped and gathered herself. "Then, I started seeing little hints that he was seeing someone else. A different brand of condom than we usually used. Make-up in my car that wasn't my brand or color after he used the car. I tried to fool myself by accepting his lies. Finally, I had no choice but to accept it. I came home one day to find him with another woman."

She hung her head. "I moved out the next day, and found this apartment. I had to borrow money from several of the waitresses to pay the deposit. That's why I was so broke the first couple years here. I was trying to pay rent, food, insurance, gas for all those auditions, and pay everyone back. Those first six months after leaving Kurt, I dated and broke up with several guys. What I did after I broke up with them isn't something I'm proud of."

Leonard remembered their first "date" and her explanation on what she did after breaking up.

"Then I met Mike," She shook her head. "I can be such an idiot. I said 'I love you' after only three or four weeks and he said it back. I thought that meant he was the one. He had asked me to move in with him and I was considering it."

Leonard jerked his head up, wondering if he had heard her right. "Whaa... I mean when did...

"Close your mouth, sweetie." Penny said, " And, a week later I found his blog, and then found him with his new girl. So the moving in idea didn't get very far, but, it's another example of a relationship that came crashing down after I told a guy I loved him. I can't say he cheated, although finding another woman that quick had me wondering, but I was still hurt."

Penny stretched and considered her next words. "So, you see, after we broke up, I couldn't come to you, because I was embarrassed. I couldn't tell you what I was feeling, because I was afraid if I did, you wouldn't want me. I think the major part of my problem saying I love you or committing to you was due to all the problems I had with guys before you."

I had been hanging out with you guys for almost a year, and all my friends at the Cheesecake Factory had moved or were moving on. I still didn't know Bernadette all that well yet. I didn't know about Amy, and even if I had, it took us a while to understand one another. Being cut off from you guys, made me feel as if I had been left all alone."