Heavy stuff here, folks, but with some fluff at the end. Also, thank you very much to all the guest reviews! They are much appreciated and I'm very interested to see what everyone thinks of this latest installment. ;)

He had nightmares.

His nightmares were rare, but when he did have them they were filled with unspoken pain and terror. Gadget never spoke of them and Penny didn't ask.

But as Penny had entered her teen years she had slowly begun to realize, with heartbreaking sadness, that there was so much more to her uncle than what people saw - than even she saw.

On those nights when Gadget's nightmares were particularly bad Penny would sometimes slip into his room and quietly shush him, staying by his side until he fell asleep again.

Gadget never mentioned anything the following mornings and Penny wondered if he truly didn't remember his nightmares or he just chose to ignore them. Either option made Penny toss and turn at night with worry.

This particular night he sounded not just distraught, but agonized.

Brain, ever vigilant, lifted his head from where he had been sleeping at the foot of Penny's bed. He whined softly.

Her heart hammering, Penny flung back the covers. "Stay here, Brain," she said before darting on quick, silent feet to her uncle's bedroom.

She flicked on the small hallway light before stepping into the bedroom, blinking as her eyes adjusted to the dim light.

Gadget was tossing and turned restlessly in his bed, his bare back slick with sweat and his hair - for once hatless - clinging to his brow. His face was twisted in distress and he was panting harshly, as though fighting off someone, or something.

"No...no! Get away…" he mumbled, kicking and thrashing as he rolled dangerously towards the edge of the bed.

Seeing that her uncle was about thirty seconds away from cracking his head against the nightstand, Penny hurried towards him.

"Uncle Gadget? Uncle Gadget, wake up!" Penny reached forward to shake his shoulder and the next few moments happened in a blur.

Still half-asleep, Gadget sat up so quickly that he lost his balance and fell off the bed (fortunately missing the nightstand), the sheets twisted around him. Penny knelt beside him, wrapping her arms around his quaking shoulders. His skin was cold and clammy with sweat but she ignored it.

Gadget, still caught in whatever horrific nightmare his mind was seeing, gripped her upper arms, his face pressed against her shoulder. Penny wasn't sure if he thought she was an enemy and he was trying to push her away or pull her closer. Either way she didn't let go.

"Uncle Gadget, it's okay...you're home. You're safe," she soothed, trying to find a more comfortable position. She couldn't move her arms much but she held onto his shoulders, trying to rock him a bit.

"No...get away…" he gasped against her shoulder but his voice sounded less panicked now and more despairing.

Penny closed her eyes for a moment, swallowing hard against the sudden tightness in her throat.

What did they do to you? she wondered, not for the first time. Professor Von Slickstein had never been forthcoming regarding the circumstances of how Gadget had become a cyborg and she had never asked for more details than what she might need to know in an emergency.

But then, there was so much about her uncle's past that she didn't know. And not just the "Accident". He had been a police officer for many years and Penny knew how incredibly stressful such a job could be and the toll it took on one's psyche.

"I'm here," she whispered, unsure of what else to say. "It's okay, Uncle Gadget. I'm here. Shh."

A soft whine made her look over his broad shoulder. Brain was standing in the doorway, watching his humans anxiously. Penny gave a slight shake of her head and Brain reluctantly went downstairs, knowing that nightmares were one thing he couldn't help with.

Gadget was starting to lean more heavily against her now, his earlier panic fading into exhaustion, and Penny fought to keep them both upright.

His grip on her arms was too tight - she was certain there would be bruises later - but Penny refused to make the slightest noise of distress. Her uncle had always been there for her, comforting her through her own nightmares and holding her whenever she had been frightened or ill. She would not leave him now.

That was what families did, after all, thought Penny. And she was fiercely protective of the only family she had left.

But they also couldn't stay like this. Shuffling a bit, Penny managed to put her head close to Gadget's ear.

"Uncle, please wake up," she whispered in his ear. "Please...it's me, it's Penny."

At first there was no reaction and then Gadget stiffened, his fingers unconsciously tightening for a moment as he came back to awareness.

Caught off guard, Penny couldn't stop a soft gasp of pain at the vice-like grip. She bit her lip hard to stifle it but it was too late.

Gadget heard and suddenly went still in her arms. He raised his head, blinking owlishly at her through sweat dampened hair.

"Penny?" he rasped.

"It's okay, Uncle," Penny breathed in relief, hands still resting on his shoulders. "Just a nightmare," she murmured.

Gadget frowned, clearly confused as to why they were on the floor, and then his gaze drifted down to where he was still holding tightly to Penny's arms.

His eyes widened, darting from his hands to Penny's face. He wasn't sure but he thought he saw moisture in her eyes.

Horrified, Gadget released Penny so quickly that she had to put an arm out behind her to steady herself.

"Uncle Gadget…"

"Penny," he said, his voice breaking as he scrambled back away from his niece. His back hit the leg of the nightstand, making it wobble dangerously, but fortunately it didn't fall.

"Penny, I...I'm sorry…" he didn't seem to be able to say anything else. He swallowed hard before clenching his eyes shut and dropping his face into his hands.

Penny watched as his shoulders shuddered with emotion. She wondered how much of an invisible burden Gadget took on every day, bearing an unspeakable weight on those powerful shoulders that he wouldn't share with anyone, not even his niece.

Well, no more of that, Penny decided.

"Uncle Gadget, it's okay." she repeated, dimly thinking she was starting to sound like a broken record player. "You were having a nightmare…"

When Gadget didn't say anything Penny inched closer. She reached out and very gently touched his knee.

"Uncle, I'm not hurt," she said, trying to get him to at least look at her.

"Yes, you are," said Gadget, finally raising his head to look at her with haunted eyes.

"Uncle…" Penny leaned forward again but as soon as she put weight on her arm she winced and teetered a bit.

Moving with surprising swiftness, Gadget turned and caught her before she could lose her balance. His hands were shaking but gentle as he pulled Penny close to him. He wrapped one arm over her knees and the other around her shoulders, pulling her sideways into his lap so that she wasn't sitting on the hard, cold floor.

He held her close, for once not caring that he was wearing boxers and nothing else. The only thing that mattered to Gadget in that moment was making sure he hadn't hurt his niece any further than he already had.

Penny was a bit surprised at how close Gadget was holding her but she certainly didn't mind. She had been feeling a bit chilled in her t-shirt and shorts and was glad of the warmth. She wrapped her arms gingerly around his waist and gave him a soft squeeze.

"I'm okay, Uncle," she murmured, resting her head against his chest as exhaustion began to creep up on her. She closed her eyes, hoping that her presence would help reassure her clearly distraught uncle.

She felt him trace a rapidly darkening bruise along her right upper arm and fought back a flinch.

"I'm so sorry, Penny," he whispered. His chin rested on top of her head and Penny could feel how his breath was still slightly elevated from stress and adrenaline.

"You were having a nightmare...not your fault," she murmured.

"That doesn't matter!" he said, his voice unusually harsh. "I have more control than this…" he stopped before forcing himself to ask the other question that he was dreading the answer to.

"You...you're not hurt anywhere else?" As he spoke he took the hand that had been resting atop her knee and gently ran his fingertips along the slender bone of her shin, checking for any injuries.

Penny hated the self-loathing in his voice and took hold of his hand, squeezing it gently. "No, I promise I'm fine. It's you I'm more worried about, Uncle."

Gadget swallowed and glanced away again before looking down at his beautiful, fragile, strong niece. He didn't know what else to say so he did what he had always done when Penny had been small and in need of reassurance.

He pulled her close again and Penny curled up against him. She wasn't certain who was comforting whom, but decided it didn't matter.

In the morning, Penny would wake to find herself bundled in the large bed but alone. Her uncle would be back to his usual chipper demeanor, making breakfast in the kitchen. Penny wouldn't ask about his nightmare and he wouldn't give any details, but that was alright.

Some burdens were meant to be shared in silence, but at least they were shared. At least they weren't alone.

So yeah, I realize this was a bit intense but I've been thinking a lot about Gadget's overall demeanor in the original show. There's a fan theory out there that Gadget may be more aware of things than he lets on, which I think is possible, especially in vulnerable moments like when he's asleep. My personal theory is that something went wrong (either intentionally or not) during Gadget's surgery to turn him into a cyborg, which in turn messed up his mind. I also like to think that part of his goofiness might be some form of unconscious psychological protection to keep him from thinking too deeply about the realities of being half-man, half-machine.