The next day seemed to take forever to come.

Upon his unexpected return home Leonard found himself at a complete loss of what to do next. He had tried going to bed, tried putting what had happened that night to the back of his mind, but no matter how hard he tried it seemed to play like a record on repeat. Her words spun around his head, "I can't do this," "I thought it would be okay but it's not," as the clock ticked by painfully slowly.

What couldn't she do? What wasn't okay? He stared up at his ceiling as though the answers he needed would appear out of thin air there. Was she talking about being with him? Was it being in this relationship that she just couldn't do anymore? That had to be it because he couldn't think of any other explanation, but having that thought in his head made it even harder to sleep and it dawned on him, with a sickening drop in his stomach, that if it were true then when he went over to see her tomorrow like they had arranged, she would probably break up with him.

Quite possibly the worst part of it all was that for a fleeting moment while they had been in bed together, Leonard had thought he saw love for him in her eyes and the words almost grace her lips. His heart had been in his throat as he anticipated hearing what he had been holding back from saying to her. The perfect chance to tell her he loved her hadn't yet come – the moment always being interrupted or ruined and, truthfully, he had been scared of the reaction such a big statement would evoke. But he had thought, for a beautiful second, that she had been about to say it to him first.

Anyway, that didn't matter now. Whatever he had seen in her eyes it wasn't love. Lust, maybe, or deep affection, but not love. It couldn't have been, if it had then surely what had happened tonight wouldn't have happened.

So where did it all go wrong? The ceiling still held no answers but he continued to stare up at it from his bed, still replaying in his head the scenes in the restaurant, the cab home and the first blissful hour in her apartment, searching his memory for something he may have said or done that led to her practically pushing him out the door, but nothing stuck out. Not a single thing.

Succumbing to the fact that insomnia had claimed him for the night, Leonard slipped on his glasses, rolled out of bed and paced the floor of his bedroom, frustration and anger building within him the longer he walked, the longer he thought, the longer the events of the day replayed in his head. He picked up his phone from the nightstand and turned it over in his hands as he contemplated texting Penny, feeling the strong need to do something – anything - that might make the situation better. He even typed out a few different versions of what he wanted to say, but ultimately deleted them all and put his phone back down. This couldn't be solved over text; he'd need a whole essay to get out all the things he felt he needed to say. He wondered then if he should go over to her apartment and demand a decent explanation as to why she had acted the way she had. Tell her defiantly that this wasn't fair and he needed to know what on earth was going on in her head. But he knew deep down it wasn't something he could do.

Leonard had long ago come to terms with the fact that he was a bit of a pushover. The fact that he let Sheldon dictate so many areas of his life, areas that he has no right to be involved in, was a clear example of it. He was too understanding, too forgiving, too focused on making other people happy and trying to keep as much conflict away as possible. Sheldon's need for advanced preparation and control over everything from the thermostat to a rigid, well thought out diet plan that was so rarely broken he could schedule every bowel movement, were things Leonard didn't understand and took a long time to get used to, but he understands enough to know it isn't just a case of him being picky. There was something in his core that needed this kind of order and stability, and so he let things go, things that other people might not have. He ate Thai food when he would probably prefer Chinese, he put on an extra layer of clothing when he felt a bit chilly instead of adjusting the thermostat, and he followed, as best as he possibly could, the bathroom schedule Sheldon made up for them. Anything for an easy life. Better to put up with the slight inconvenience than deal with the massive argument that would ensue if he fought it.

And, right now, it was the same with Penny. He didn't know how it felt to lose someone you loved, he had no idea the pain she must have been through as he had never been through it himself, but he understood enough to empathize. It's not her fault, he told himself, she's still mourning, still fragile. He had to see past what had happened to the reason behind it - Noah. Penny hadn't specifically said that what had happened last night had anything at all to do with him, but Leonard knew that on some level, whether she was aware of it or not, it probably did. It always did.

It was that which really stopped him from going over there. It was that that eased his anger even though he didn't want it to. He wanted to be angry, he wanted to tell her that this wasn't fair to him and that he didn't want to always live in Noah's shadow, but being angry at her wouldn't help either of them. All it would do is cause more fighting, more yelling, more friction between them. If their relationship was going to survive, he had to understand and accept that sometimes there would be moments like this…. Right?

At that point, once he'd stopped pacing his bedroom and sat back down at the edge of his bed, some part of him wondered whether it might actually be for the best if their relationship didn't survive. After tonight it seemed like that was where it was going, and he wasn't sure if he had the strength to continue to be so understanding. But as much as he felt like it might be the right thing to do, he just couldn't see himself going through with it, because, in the darkness that emerged as he dropped his head into his hands, the good times they had together played over and over again; their amazing weekend together in San Francisco; the days they shared together doing nothing much at all but enjoying it all the more for it; the nights spent in her apartment, in her bed, having deep conversations that he wouldn't have with anyone else, in between their passion fuelled love-making. It was her who'd shown him, during those nights, how sitting up in bed talking about life with someone can be a far more intimate act than sex. Pictures flashed by of their dinner dates and walks along the beach; the time she'd taken him to a basketball game and he hated every minute of it but pretended not to, and the time he'd taken her to one of his lectures and she'd pretended the same. All those little moments that reminded him of all the things he loved about her, like the way her smile lit up the room and how her laugh made his heart flutter. The way her hand felt as it grasped his, the way her lips felt as they touched his skin, the way her voice sounded as it whispered into his ear things she wanted only him to know. The way she made him laugh like no-one else could and , he had no idea how, made him feel more confident than anyone else had, and all the other reasons he'd wait on her to be ready.

And then a horrible thing happened; hope. What if he had been right before, and these past few hours had simply been a classic case of him overthinking everything? What if he had seen that love in her eyes and the words had almost been said to him. What if that was what had brought this on? She was okay with being in a relationship with another man, but maybe being in love again so soon after Noah was something she just wasn't ready for. She thought she could - she had said it herself "I thought I could do this, that it would be okay, but it's not," - but she can't.

4.39am. Leonard sighed and looked longingly at the bed he wanted so badly to fall asleep in. His eyes were heavy and his head was beginning to ache with the first signs of an oncoming migraine, but he knew that even if he did get back into bed right now, sleep would not come. There was no point in trying.

Taking the red robe from the back of his bedroom door, Leonard put it on and padded out into the apartment. If he wasn't going to sleep tonight he may as well get some work done, or catch up on some TV or read some comics - anything to take his mind off what was coming tomorrow. Anything that would get him to stop thinking about Penny. Even for a little while.

Rubbing his swollen red eyes, Leonard took in a deep breath as he looked at the door before him. A memory of Penny passionately pressing him against it the night before flitted by, before one of it being shut in his face replaced it.

Heart pounding in his chest he raised a fist to knock, but nerves stopped him from doing so right away. He needed a moment, which was odd because all night and most of the day he'd been dying to get over here, to talk, to get some answers and some resolution. Now, the thought of what that resolution might be scared him beyond belief.

With another long breath he raised his fist again and this time he knocked.

"Come in," a muffled voice shouted from the other side of the door.

"Hey," he said as he walked through the door and found her sitting at the small table by the window. An empty plate, half empty glass of wine and her laptop in front of her.

"Hey," she gave him a small smile, shut the lid of her laptop down and stood, taking her empty plate to the kitchen sink. "Wine?" She asked, picking up the bottle and showing it to him.

"No, thanks."

"Beer? Juice? Water?" Penny took the bottle of wine to the table and filled up her glass.

"No, nothing. Thanks."

Penny nodded and put her bottle of wine back on top of the fridge.

Penny sat back down at the small table and Leonard hesitantly joined her, suddenly wishing he had taken her offer of a drink, not so much because he needed one but just so he had something to do with his hands. They now seemed overly large and in the way. The silence between them was so prominent that it was awkward. It seemed to take forever for either of them to figure out what to say first, something that had never been an issue for them before. Despite their different interests and personalities, they had always had something to say and even when they hadn't it had never been awkward.

"I like sitting here at night," It had been quiet for so long that the sound of her voice surprised him. Penny took a sip of wine and looked out the window, "When it's clear enough you can see the stars, and sometimes I like watching the people down on the street and wonder what they're doing, where they're going and what they're talking about." Penny looked back at him, her brow a little furrowed, "Does that sound weird?"

"No," Leonard shook his head, "Lots of people like people-watching. So long as you don't go to the extent of using satellite equipment to look into people's homes then it's fine."

"Howard?"

"The Candy-Coated Creep strikes again." They shared a light laugh, and some of the weight lifted from Leonard's shoulders. Things didn't seem so bad.

Another silent few minutes passed – much less awkward this time - during which Leonard had to fight the urge to break it, he wanted to see what she had to say first.

"Are you angry with me?"

The way she said it seemed so child-like that if he hadn't been sitting across from her he wouldn't have believed it was her who had said it. Her eyes were no longer on his, but looking down, unfocused, into her glass of wine.

"No. I'm not angry. I never was… okay maybe I was a little, but I'm not right now. I'm confused and… frustrated." Penny looked up at him ad he could feel her urging him to go on, "I feel like every time things seem to be going good with us something like this happens and it's almost like it's back to square one again. I'm fed up of going round in circles."

"I know. I'm sorry."

"You don't have to be sorry, just tell me what's going on." Leonard reached across the able and took her hand. "Please."

Their fingers linked together, and Penny stroked her thumb against his hand. It gave him goosebumps. "You look tired." She said softly, "I guess you didn't sleep much either last night?"

Leonard shook his head and the corner of his lip curled up just a little, "Gave up trying at about 4am."

Penny gave him a small understanding smile and took another sip of wine, "You remember the fourth of July? When you made that little bed on the roof and-"

"I remember," Leonard nodded, "What about it?"

"You told me you loved me that night. I was half asleep but I heard you say it."

This was so unexpected he didn't know how to reply, "Oh… I – I didn't know…"

"I know. I didn't let on that I heard. I'd no idea what to do with it at the time. I still don't, really. But it's been there, in my head, ever since."

"Wh… I…" his brow furrowed again as he looked down at their clutching hands. He had no idea what to say, but he knew he didn't want to deny it, there was no point; he said it and he meant it. This may not be the way he first imagined telling her to her face, but he didn't have much choice now. "Well," he cleared his throat and shifted his weight on the chair, "I do. I do love you. I've known it for a long time now, and that is not how I first wanted you to know, but it's true. I do."

Penny smiled at him and squeezed his hand. "I know you meant it. I could tell." Slowly, the smile faded, "The thing is-" Penny paused and took another deep, slightly shaky breath, looking briefly up at the ceiling and back at him again. "The thing is I don't think I can say it back."

His heart dropped into his stomach, but he tried to keep the disappointment from showing on his face, "Oh... um, that's okay. You'll, uh, you'll say it when you're ready. It's fine."

"It's not fine," she said, adamantly, "It's not fine, because… well because I don't know if I want to."

His hand slipped away from hers, "What?"

"That's why I freaked out last night… because I felt it." There was a slight croak in her voice as she spoke, and her words were coming out faster now, as if she wanted to say them before she changed her mind, "I felt myself falling for you, and maybe I already have, I don't know, but I don't want to."

Leonard's frown etched deeper onto his face, "But… what do you mean you don't want to? Why not? Is it me? Is it-"

"It's not you. I know that sounds so cliché, but it's true. It's me, not you." Tears swam in her eyes and her voice cracked again, "I am the problem." She stood up, taking her almost empty glass from the table and put it in the sink, a little too carelessly as it crashed hard against the ceramic plate already in there, then stood with her back against the sink, crossed her arms across her chest and fought hard to keep her tears at bay.

"You said before that this whole thing was frustrating for you - feeling like you're going round and round in circles. Well that's how it is for me, too. Don't you think it pisses me off that I can't just let go of all this baggage I have and let myself fall in love again? Of course I do, but it's so God damn hard and you wanna know why? It's because I've been in love before. I've been in that stupid, naïve, crazy, wonderful world where everything is bright skies and sunshine and dancing around rainbows. I've had that feeling of waking up and the first thing I wanna do is see, and talk, and kiss that person I love. I've gone to sleep at night with that person by my side and still dreamt of them because even when I'm asleep I want to be with them. I've had those butterflies whenever we hold hands or whenever he looks at me, and smiles that perfect little smile that's kept just for me. I've felt my heart skip a beat at some cute little text message that isn't really cute to everyone else because really it's just corny bullshit but to me it's the sweetest thing in the world. I've been that soppy ass person who would say things like 'we're going to be together forever' and 'I can't breathe without you' and I said them because I meant them. That's the worst part. I meant them. I meant them, Leonard. I really believed that without the presence of one person I would physically die and then I was without him and at one point I thought that is exactly what would happen."

Penny took a break to breathe and wipe the tears streaming down her cheek. "I've been that person, Leonard, and I can feel it… I can feel it happening again." Penny pushed the palms of her hand to her eyes to stop new tears escaping, letting out an involuntary sob in the process. "And I feel like I can't let it happen again because this time… this time it's worse because it's happening faster and this time it's different because I'm not that soppy girl I was when I was with him but I still feel myself acting the same way. Do you know how scary that is? To realise that that love you felt for someone else, that love that you thought can't be topped, actually, maybe, can? And then to remember the pain," her voice cracked and she turned away to wipe her cheek before looking back at him. "If I lost you like I lost him, which hurts so much even to think about, I would go through this all over again and I don't think I could recover from it. So I'm sorry that this hurts you. I'm sorry that I can't say it and that I don't want to feel it, but you have to know that it's not because I don't feel these things, it's because I am terrified of how strong this feeling I have for you is. I'm scared of letting myself feel it and enjoy it only to lose it again."

Her head was in her hands again and she was fully crying now. The sudden burst of emotion was something Leonard hadn't expected, and what she had said was just as surprising, he had no idea what to do with it all and it took him a couple of minutes to get up from the chair and go to her.

"It's okay," he said softly into her ear as he took her into his arms and she cried into his chest, her hands still covering her face, and he ran a hand up and down her back.

Leonard held her tightly in that kitchen for a long time, soothing her while her sobs became louder and more frantic, and until they calmed and she wrapped her arms tight around him.

"I'm so tired of this." Her gravelled voice said into his chest.

"I know."

"I'm tired of hurting. I'm tired of hurting you."

"I know."

"I just want to be happy. I want us to be happy."

"I know." Leonard kissed her head and swallowed the lump in his throat. "We will be."

"What am I going to do?" Penny lifted her head a little to look at him, and Leonard wiped the remainder of her tears from her face.

"I don't know." He looked deep into her swollen red eyes and pushed the hair from her face. "But I do know that I love you. I said it all those weeks ago and I've been dying to say it ever since because I really mean it. I love you. And you just said you feel something for me too. So I'll wait."

"What do you mean you'll wait?"

"I'll wait on you to be ready to say it back."

"You can't…" she shook her head, "That's not fair to you."

"I'll decide what's fair to me, and I've decided that I'll wait. For a while, not forever. I think what we have is special. I think what we could have is worth waiting for."

"Leonard, I…" she shook her head, "You shouldn't have to do that."

"I know, but I will. And there's one more thing I want you to do."

She looked up at him, intrigued, but said nothing and just waited on him to continue.

"I think you should go home for a while. I think it'll be good for you, for the both of us."

"What?"

"I think you should go home like your parents were asking you to. You just burst out with months worth of thoughts and emotion that you've been keeping inside and it's all confused and jumbled up. You need a break and I feel like it'll do you some good to have some space, to move on, to figure out what you need and what you want."

Penny pushed back from him a little, "Leonard-"

"I know what you're going to say. You can't afford it, you can't get time off work, but you can. You can get time of work. You've worked your ass off in that place for the past year - you're due some time off. And I'll get you the ticket. No, don't argue. Think of it as an early Christmas present, or if you must you can pay me back, but I'm getting you that ticket because you need this break. Go home, and I'll wait. And if when you get back you feel like you still aren't ready for this then… then we'll deal with that when it comes."

Penny stared at Leonard. He could almost see all the thoughts going on behind her eyes – wanting to argue against him, wanting to fight it, but at the same time seeing the benefits of seeing her family, of some time away to clear her head and gather her thoughts without the stress of work and their relationship clouding it.

"Okay… But… this isn't a break up, right? This is just-"

"It's just you going away for a while. Unless you want-"

"No. No, I don't want to break up… Okay, I'll go." She bit nervously on her lip as she hesitated a bit more, "And I am paying you back for that ticket."

Leonard chuckled, "You don't have to. I told you it could be a gift."

"No. I'll pay you back. And you can get me something else for Christmas."

Leonard laughed again, "Okay, that's fair."

Penny smiled at him for a moment before kissing him on the lips, a soft kiss that Leonard didn't want to break away from.

"Okay then," she said when their lips eventually parted. "I guess I'd better call my dad, looks like I'm going home."