A/N Nothing really for this one. Just the usual disclaimer. These characters own me, as they are owned by Bill and Chuck, and WB, and CBS.

Chapter 10 Priya

"I was almost physically ill, when you introduced us. Fortunately, Sheldon made that comment about our having sex and I was able to gather myself. I went through the rest of my shift kinda on automatic. Amy came by the apartment, before dinner, to see how I was doing and I lied to her. Telling her I was fine and there wasn't a problem. I didn't want anyone to know how bad it was affecting me."

She reached for another tissue and wiped her eyes. They both took drinks. Penny let out a large sigh and continued, "It was a bit of a shock when I came to your apartment that night and saw you two sitting together. I suddenly realized that if you were going out with someone else, I wouldn't, or shouldn't, be coming over to your apartment."

"Although Sheldon did invite me in and Amy asked me to sit with her, it was a big mistake to be there," Penny remembered. "You two were being so cute. Laughing, giggling, smiling at each other. Like we used to do. That, and hearing about her job and comparing it to what I'd been able to do, just killed me."

"That first night she ate at your apartment," Penny's voice broke and the tears started again as the memories flooded back. "I felt so inadequate. She was smart, beautiful, charming, was quoting Shakespeare. How could I compete with that? I was getting that sick feeling again."

"After we finished eating I went back to my apartment, all I could think of was how I had lost you, and how bad that made me feel. Amy came over a bit later to check on me and I tried, I really tried, to hide it. I started telling Amy how glad I was that you had found someone, but I never made it through that sentence. I broke down and started crying."

Tears were streaming down Penny face, the pain coming back to her. "I couldn't pretend your happiness was making me happy. I know that sounds selfish, but it was the truth. I had my chances and I couldn't bring myself to tell you how I felt. Now, because I couldn't tell you, you were seeing someone else and probably wouldn't even listen, even if I had been able to tell you. "

Penny leaned over onto Leonard. Tears were forming in Leonard's eyes. He wrapped his arms around her and just held on. It took Penny several minutes to finally stop crying and catch her breath, "I'm sorry...now look what I've done, I've made you cry. I shouldn't be crying about this, it's in the past, but that night was so terrible for me. I spent most of it crying. I got almost no sleep."

"It was a good thing I didn't work that next day. I was such a mess. At dinnertime, I went over to your apartment, completely forgetting about you and Priya. I know that sounds silly, after all I was upset all day, but I had been going over there so long, It was just second nature."

Penny paused, remembering how she felt that night. "Sheldon told me you and her went to Catalina. I knew what that meant. You guys weren't staying in separate rooms or separate beds. It hurt all over again. Amy and Sheldon were wonderful, they tried to cheer me up, but it didn't work."

"Part of me was so puzzled how you guys got together. I mean, a week before you were out screwing that old lady, and now, out of no where, you're all of a sudden going out with someone I didn't even know you knew."

Leonard shifted uncomfortably. "Yeah," he said, looking everywhere except at Penny. "Her and I kind of had a history before that day you met her."

"WHAT?" Shouted Penny, her voice rising as she continued. " What do you mean you had a history? Why haven't you told me this?"

Penny was obviously upset. Leonard hurriedly spoke, trying to calm her. "We went out a few years ago."

"When was this?" Penny not quite as loud as before.

"The first time, about eight years ago" Leonard said.

"You knew her eight years? Penny's voice was rising again. "And, what, exactly do you mean by the first time?"

Leonard looked at Penny. She obviously wasn't going to let this go. He knew he had to calm her down before he could continue. He thought about it for a minute.

"First off Penny, you are going to have to calm down." Leonard said, with a trace of annoyance. "You've been telling me things all night and I've tried not to make a big deal of it. If you want to talk about this, I'll be more than happy to explain it all to you, but we're going to do it calmly, not screaming at each other. If all you are going to do is yell at me, I'm just going to leave and go to bed."

Penny stopped, looking at Leonard. She saw the determination, and anger in his face. She took a deep breath, closed her eyes and let it out. OK, this has been easier than I thought. If I don't keep going, I may never be able to tell him the rest. Besides, she's been gone for almost two years, what am I worried about? Calm down Penny.

Penny opened her eyes, and looked at Leonard. "I'm sorry honey. I have no right to yell at you for someone you were seeing when we weren't together. I just want you to know that she is a real sore spot for me. It was just a bit unexpected to now know I almost lost you because you both agreed to restart a previous relationship, I knew nothing about. So you have to understand, before this, I kept thinking she came along and took you away from me. Although I know better, I get upset about it. It was a case of me being stupid and not letting you know how I felt.

Leonard visibly relaxed. "OK, I'm glad you're willing to listen."

Penny nodded her head, although Leonard could see the sadness in her eyes.

"So, yes we had a prior relationship," Leonard began. "It's been over seven years since we first met. Howard and I made a pact that we wouldn't try to date her, to keep us from fighting over her. Well, that didn't work. Her and I were attracted to each other and she wasn't fond of Howard's approach.

Penny smiled. "I'm assuming he was as big a D-bag as when I first met him?"

Leonard chuckled, "Yeah, pretty much. Priya and I didn't date as much as just hooked up every time she came to town. I tried to start a relationship with her, about a year after we first met, but she wasn't interested. We had to keep our hookups secret anyway. Because Howard and Raj didn't like the idea."

Leonard was so involved in telling his story, he didn't see Penny's eyes widen in fear at the mention of Raj.

She quickly said, "So when was the last time you saw her, before you started seeing each other?"

Leonard looked down, "That two week period when you went back to Nebraska, about four months before we got together. She came into town and she spent the night at the apartment.

Leonard could see her hand tighten her grip the back of the couch, but she didn't say anything. Leonard did, the annoyance in his voice obvious, "That was also when I asked Bernadette to find someone for me, and I went to that wedding. Don't forget, you broke up with me. You hurt me and it shook me. I was lonely, I was sad, you hadn't said anything else, and weren't even there."

"I know Leonard," Penny sighed. "I told you it's a sore spot for me. Understand, it's gonna upset me. I've got to learn to control that. It doesn't mean you should stop telling me, or get upset when I get upset. Talking about it will help me work through it."

Leonard nodded and gave a Penny a short smile. "I again pushed Priya to get together. It seems I have a bad habit of that. I even offered to move to India and she turned me down flat the same way she did five years earlier.

Penny stared at Leonard. "So, how did you get together?

"Well, when she came back into town, I wasn't dating anyone," Leonard remembered. "I didn't think you wanted to get together anymore, and thought I would talk to her. We talked for about four hours and decided we would go ahead and start seeing each other, see how it went. After all, she was going to be working here for a while. I wasn't pushy, or pressured her, we just talked about it. I had finally learned that."

"We decided if things went well, we could somehow work things out on a more permanent basis. I spent the night with her and we came into The Cheesecake factory that noon for lunch. So, now you know the how and the why of how we started. Now, what was going on that this bothers you so much?