The Big Bang Theory is owned by Chuck Lorre Productions and Warner Bros. Television.

A/N: WARNING: M rated content.

Thanks for the reviews good and not so good. In response to the unhappy guest reviewer I updated my summary to warn of Penny's OC behavior which I should have done from the beginning.

If you agree with everything I say then I'm just boring you.

Sheldon came running into Leonard's room in a panic. "Leonard Penny was in my bed naked. Her lady parts touched everything."

"That's just great" exclaimed Leonard now wondering if he would get any sleep this night. Penny came into the room with a big grin wrapped in Sheldon's comforter. Leonard watched her get into his bed looking very pleased with herself.

"Oh holy hell" remarked Sheldon.

"What is it now" asked Leonard as if this night could get any worse.

"Earlier when I came out of my bedroom and found you both by the couch had you sexually aroused Penny?"

"What ..why do you need to know that" yelled Leonard.

"Yes he did" said Penny seductively before giving Sheldon a mischievous grin.

"I thought as much" replied Sheldon.

"Not a word out of you" said Leonard pointing at Penny. "You caused enough trouble already." Penny sat up in the bed with a smirk on her face trying not to laugh for Leonard's sake.

"What has that have to do with anything Sheldon?" Leonard's tone reflected his usual frustration when dealing with Sheldon.

"Penny has introduced her bodily fluids to my bed creating a biohazard condition. Leonard I'm going to need you to go into my bedroom closet and get the backpack labeled biohazard."

"A biohazard condition" repeated Leonard incredulously. "Just go change all the bedding for now and then tomorrow do a wash."

"Leonard a simple wash will not eradicate whatever infectious disease ridden organisms are running through Penny's body."

"I don't have any disease ridden organisms you big jerk" yelled Penny.

"Sheldon, before you call the CDC realize that you're letting your germophobia get the better of you. Penny doesn't have infectious disease ridden organisms in her body. If she did I'd have them and so would you."

"Dumbass" said Penny in triumph.

Sheldon returned an indignant expression to her offensive remark. "Excuse me but the correct term is Mysophobia. If you're going to mock me get the nomenclature right. Just because I take proactive steps to halt the spread of microbes that could cause me severe gastrointestinal or respiratory illness and sexually transmitted diseases doesn't mean I have a phobia of germs."

"Okay Sheldon this is what is going to happen. I'm going into your bedroom and remove all your bedding and put it in a garbage bag which I will dispose of tomorrow. Then I'm coming back here where you will not be so I can finally get some sleep."

"What about the mattress" asked Sheldon.

"I will buy you a new mattress if you just let me get some sleep." Leonard waited for Sheldon to leave before he turned to Penny. "Do not get out of that bed understand!"

"Okay you don't need to yell at me."

"I'm not yelling" he sighed trying to relax himself. He then noticed that she let the comforter drop down her chest so it was just covering her nipples making him stare at her while she innocently stared back teasing him. "You're a little she-devil aren't you?"

"What?"

"Yeah what. You know what. I'll be right back" he said quickly exiting the room. He returned after bagging the bedding throwing it in the corner of his room then finally getting into bed and sitting up next to Penny. "I should have just let you leave before and we could have skipped all this nonsense."

"I'm sorry" said Penny pouting. "Do you want me to leave?"

"Don't start that again."

"What?"

"You knew when you ran out of here naked I would run after you and beg you to stay."

Penny didn't immediately respond to Leonard's accusation her silence betraying her guilt. "I don't want to be asked why I'm in your bed. I want you to always want me in your bed so I teased you so you would run after me."

Leonard turned on his side to face her. "You enjoyed doing that didn't you?"

"Yes, is that bad?"

"No but don't you realize I have always been running after you and always will."

Penny's bottom lip went up and she stretched her arms out to him. "Come here you." Leonard moved closer to her and put his arm around her letting her lean her head into his. "After you found out that I thought about breaking up with you I felt like I lost you a little so when you asked me why I was in your bed then I knew I was right you didn't feel the same way about me anymore."

"Okay I admit I was a little bummed out about it so when you woke me up I guess I was just cranky. My feelings for you haven't changed okay" he said turning to her.

"Okay thank you for explaining that. Did you think of anything after you left me earlier?"

"As a matter of fact I did" said Leonard excitedly. "Remember when we first got together after I came back from the arctic how great it was."

Penny smiled taking Leonard's free hand in her hands. "Of course I do. I remember just loving to spend time with you. We didn't even have to go anywhere. We learned about each other intimately and I was really happy. It was just a simple time."

"Exactly I felt the same way but after we broke up and got back together that excitement of a new relationship was no longer there. Remember we did the bug reports and you complained about my dates."

Penny's smile disappeared as she thought about what Leonard said. "Yeah okay but you were happy with how things were going?"

"I was happy and the reason why was the difference between us at the time."

"What difference" she asked looking upset.

"Don't get mad but when we got back together I was looking forward to planning a future with you but you seemed to just be where we left off when we broke up except you were not as excited about our relationship as much as you were the first time."

"Leonard I … I was looking towards a future with you when we got back together. Maybe I didn't have it all planned out but I thought about it. I guess I was still scared of commitments and was just taking it one day at a time."

"That's fine we were just in slightly different places" he said consoling her.

Penny sat in silence considering all of what Leonard said when she realized how much this must be hurting him. "Leonard."

"Yeah."

"Be honest with me, when you found out that I thought about breaking up with you, did you think that I didn't love you anymore?"

"A little but it doesn't matter now" he answered quickly. "Were past all that now."

"You don't feel the same way about me anymore do you?"

"I feel the same way nothing has changed. I love you and I know you love me. We want the same things now."

Penny turned her body so she could fully hug him. "I'm so sorry I didn't realize how much this hurt you."

"Penny I'm okay and we're okay. You asked me to move in with you. Do you realize how happy that made me?"

"You're so great" she said before kissing him softly on the lips then deeper until passion took over and kept their mouths locked together for the next five minutes. "It's late I should let you get some sleep now."

Leonard put his head in his hands. "I don't know I'm tired but I'm also wound up from dealing with Sheldon."

"My baby's all stressed out" she said putting her fingers to his head to massage his temples. "How does that feel."

Leonard put his head back and closed his eyes. "It feels good thanks."

"I know how to take care of my baby."

"Penny?"

"Yeah."

"Why did you have to let Sheldon see you naked?"

"I wasn't going to just sit there and listen to anymore of his bullshit. Anyway he's seen me naked before. Does it bother you that he saw me naked again?"

"It sort of does" he said opening his eyes. "He hadn't seen all of you before and certainly not the way you quickly walked by him with things bouncing and your….you know shaved area."

Penny moved her hands down to his shoulders and began to massage them. "What bothers you about it?"

"It just seemed …..for lack of a better word inappropriate. That feels good by the way."

"You know Leonard it's not unusual for a guy's roommate to see his girlfriend naked especially if she spends a lot of time in their apartment."

Leonard turned to look at her. "You mean accidentally right?"

"Yeah right" agreed Penny. "This was sort of accidental we didn't expect him to wake up and come out of his room."

"So you won't do it again then?"

"No I'm going to do it all the time now" she said sarcastically. "I'm going to get up early and make you guys breakfast naked and then I'm going to drive you to work naked."

"I get it you don't need to be smart."

"Okay enough about that" said Penny moving away from him. "Time to really make you feel good and relaxed. Take your shirt off and lay down on your stomach." She went over to Leonard's nightstand and took out some lotion squeezing out a generous amount from the bottle that she began to rub in her hands.

Leonard removed his t-shirt and slid down turning over so he was completely prone. "I should warn you that when Amy finds out I think she is going to be pretty mad at you."

Penny sat beside Leonard and started to massage his back. "Why she knows Sheldon has already seen me naked."

"Not that way and you were in his bed naked."

"Damn you're right I didn't think about that." Penny pressed her knuckles into his lower back.

"You apparently didn't think about a lot of things before pulling that stunt."

She straddled his thighs and started working on the other side of his back. "I'll just turn it around and make it sound like it was a good thing."

"How was that a good thing for Amy" asked Leonard skeptical of Penny's solution.

"It lowered the shock value for Sheldon whenever Amy gets the chance to be naked in his bed." Penny now started to pinch and lift his lower back muscles.

"That is a valid point" conceded Leonard. "But only for a normal person not Sheldon he's going to have to experience a lot more naked to lower his shock value."

"Well he's not going to be experiencing anymore of it from me" she said doing palm circles on his upper back. "Find someone else to lay naked in his bed."

"Did Sheldon see you naked again when he found you in his bed?"

"No it was so funny though. I laid flat on his bed below the pillow under his blanket. When I heard him come in I just uncovered my face and said hey lover. You should have seen his face" said Penny laughing.

"Penny this massage feels great thank you."

"You're welcome sweetie; I said I would take care of my baby. So where is Sheldon going to sleep?"

"Well the beds out the couch is out so I'm sure he'll find somewhere in the apartment to camp out. If you get up during the night make sure you don't step on him."

"No I probably would just kick him real hard" she said getting off him. "Sweetie roll over."

As soon as Leonard rolled over on his back he was surprised to see Penny start to pull his boxers down. He raised himself up on his elbows so he could observe Penny's actions. "What are you doing now?"

"Think about it Honey. I'm naked and you're about to be."

"Oh I thought you were going to continue massaging me but this is okay too."

"I'm still going to massage you baby just not with my hands." Penny completely removed his boxers and moved his legs so she could lie down between them. "I think little Leonard could be much bigger what do you think baby?"

"Uh yeah." Leonard could barely get the words out as his amygdala kicked into overdrive.

With her hands on his thighs Penny used the tip of her tongue up and down his length to stimulate him to an erection. With her first task complete her tongue now had full access to him. To make him bigger she moved on to his most sensitive areas flicking and twirling her tongue repeatedly over those spots. She continued this until she saw Leonard put his head down. "How ya feeling baby?"

"Amazing, you're incredible."

"Good I was shooting for amazing." Penny was an expert at taking Leonard's arousal over the top knowing that it wasn't just physical stimulation that did it but mental as well. By telling him what she was about to do and how she felt doing it drove him wild and she loved taking him there. She grabbed him tightly at his base and smiled when his body jerked. "Okay baby I need you bigger so I'm going to put you in my mouth." Leonard made a closed mouth sound that she knew was affirming her pending action. "I'm going to try to take all of you in my mouth." Again he repeated his previous affirmation.

She hesitated before placing her slightly open lips on his head and used her tongue as if she was French kissing his mouth. Leonard pushed his hips up wanting more. Penny slowly took him deeper using her tongue and teeth just the way he liked it. He began to squirm and move his head from side to side. Finally she plunged down to his base briefly lightly biting him and back up again. She repeated this several times making Leonard tense and quiver over and over again until stopping to stand over his hips. "Okay baby you're ready for me. I want you to watch me take you inside of me." Without saying a word he put a pillow below his head and watched as his stunningly beautiful girlfriend stood high above him prepared to take all of him inside her. With her lips slightly puckered and her eyes narrowed she slowly lowered herself onto him moaning all the way down until she took his entire length.

"Baby you're so big in me you feel so good." She started to ride him gyrating on every down stroke to increase both their pleasures. "God you're hitting all my good spots." Penny being a big ol five could make subtle changes to her gyrations permitting her to control whatever areas within her she wanted him to thrust against. "Leonard you don't have to wait for me like you always do. When you're ready just go for it."

Leonard knew it wouldn't take him long to orgasm watching Penny's beautiful undulating form rise and fall onto him. Her skin perfect, her curves heavenly and her face he would fall in love with again and again. He adored her but was unable to give in to her request. "It's okay I want you to go first."

Penny leaned forward her hands on both sides of Leonard as her face hovered over his, her hair encircling his head. "I want to take care of you this time. I don't have to cum I just want you to feel good."

Enveloped in her golden hair her face inches from his filled his view. Leonard imagined the captivating image before his eyes could only appear in a dream. He stared into her alluring emerald green eyes as she lovingly appealed to him her wishes to pleasure him and not to be concerned with her own needs. "Penny that's just the way it works for me. I love more than anything to see you reach orgasm. It makes it so much better for me when you go first."

"Okay then whatever my baby wants my baby gets. I would do anything for you, you know that right?"

Leonard nodded and smiled at her. "I know you're like the best girlfriend ever."

Penny laughed at his unexpected reply. "You're so cute aren't you?"

"What can I do it's my curse" he said facetiously clasping his hands behind his head.

Penny laughed and kissed him. "I love you."

"I love you too."

Penny sat back up and continued her gyrations locking eyes with Leonard. "I want you to look in my eyes when I cum." Leonard brought his hands up to her breasts and began to massage her nipples. "Oh baby that's gonna speed things up." That gave her an idea to see if they could both cum together or at least Leonard right after her. The plan was to wait until she was close to orgasm and then hit Leonard with some dirty talk which she knew never fails to increase his arousal. As Penny rode him she looked deep into his eyes so he could look into her soul and feel her arousal and orgasm as if it was his own. When she started to feel tension in her body winding up like a spring she accentuated her gyrations. "Baby I'm close and I want you to cum with me."

"Okay I have been holding back but I'll try.

"Let me help you." Penny spoke in a breathy voice due to her increased arousal and gyrations. "After this I want you to do me from behind like you love to do. I love it when you hit me in the ass hard hitting my g-spot over and over again." Penny could see in Leonard's face that his arousal was already increasing as was her own. "Or I could do reverse cowgirl I know how you like that view."

The tension in Leonard's body built up quickly with Penny's help. "Penny I'm close now."

Penny now needed to control her own orgasm but she didn't know if she could. "Okay tell me when you're real close."

Penny did not have to wait long. "Okay" yelled Leonard.

With Leonard's okay Penny let herself go her pelvic muscles beginning to spasm snapping the spring and releasing all the tension. She stopped moving her mouth agape until she was able to speak. "Oh God baby" she squealed. "I'm cumming for you baby."

As Penny rode out her orgasm Leonard felt her throbbing along his length. He moaned and pushed his hips up hard into her grunting from his release. Penny collapsed on top of him her mouth to his passionately kissing him. "I love you so much Leonard. I'm sorry for hurting you I never meant to hurt you."

"Hey its okay I know you didn't and you don't have to apologize. Let's just enjoy the moment." Leonard understood that her presently increased emotions were taking advantage of her guilt. "How about we get cleaned up and then we could come back and snuggle."

"That sounds great and then you need to get to sleep." Penny kissed him again until she heard the very last thing she wanted to hear. "knock, knock, knock Leonard and Penny."

Penny sat up still with Leonard inside her turning her head quickly towards the door. "What the hell does he want now?"

Leonard waited for him to finish before inquiring about his reason for knocking on his door so late. "What do you want Sheldon?"

"Could I come in" asked Sheldon from behind the door.

Leonard and Penny both simultaneously yelled no to Sheldon's request. "Sheldon did you ever consider that we may have been sleeping and that you woke us up."

"Leonard I don't know if you were sleeping but I clearly heard Penny say oh god baby in a high pitched voice."

"Oh god" exclaimed Penny.

"Yes like that but with the addition of baby and in a higher pitch. I assumed that marked the end of your amorous activities."

"You're not coming in here so what is it you want" asked Leonard.

"I need to show you my sleeping arrangements to prevent you from tripping over or trampling me in the event you need to walk through the apartment in the dark."

"As long as you're not sleeping on the floor between my bedroom and the bathroom I think you'll be fine. Goodnight Sheldon." Leonard doubted that would satisfy him but waited in silence just in case.

"Do you want me to set up orange traffic cones around my temporary sleeping area?"

Penny made a low frustrated scream. "Sheldon if you don't go away I'm going to come out there and sit on you with my lady parts and bodily fluids." Hearing nothing further for several seconds Penny removed herself from Leonard and the bed. "I guess I scared him off. Do you want to take a shower together maybe you'll get lucky again."

"I'm always lucky I have you" he said with a big smile.

With her back to him Penny crossed her arms over her chest and turned her head back towards him looking up proudly. "I bet you say that to all the girls."

Leonard still had the big smile. "Only the ones that will have sex with me."

"It better be just the one Leonard."

"Okay the one with the gorgeous ass that will have sex with me"

"If you want that gorgeous ass it's going in the shower." She headed for the door and slowly turned the door knob.

Leonard watched her nude form with pleasure until he realized she was leaving the room that way. "Where do you think you're going?"

"I told you I'm taking a shower" she whispered as she had the door already cracked open trying to peek out.

"Penny could you please put something on. My robe is right there on the bed. Haven't we had enough trouble with Sheldon for one night?"

"Okay relax it's not like the bathroom isn't just across the hall." Penny put on Leonard's robe and paused at the door. "Are you coming?"

"I'll pass a shower will just wake me up."

"Okay sweetie I won't be long."

Leonard felt like he could never get enough of her. He heard the shower come on and imagined the water droplets and soap bubbles sliding over the peaks and valleys of her curvaceous figure.

After Penny's shower Leonard cleaned himself and returned to bed. Penny immediately put her head on his chest and Leonard put his arm around her, his hand over hers. She sighed finally able to relax in the only place she could; in Leonard's arms. "Leonard, are we okay?"

Leonard looked down to get a read on Penny's face. "We are better than okay we're great."

Penny brought his hand to her mouth and kissed it. "Thank you" she said appreciably.

"For what?"

"For being you" she followed with a yawn.

"Goodnight Penny." Leonard followed with a sympathetic yawn.

Goodnight Leonard."