Penny was always looking at the door when she worked at the boutique. She was afraid Amber would come back and humiliate her again. She was unaware at the time that one of her co-workers saw Amber confronting her. It was a week later, but she still couldn't get over Amber's bitchiness. She called and told Tracy all about it and she told her that Amber was just jealous of her. She didn't understand why though. Seaweed obviously loved Amber and not her and it pained her to admit it. Penny finished with a customer at the register and was about to walk to clean the windows when she heard the door buzzer ring. She looked over at it anxiously like she always did. If it was Amber, she would simply kick her out. She was surprised to see Seaweed instead.

"Seaweed what are you doing here?" She asked him as he made his way towards her. "Amber told me she saw you working here."

"Oh did she say anything else?" Penny said wondering if Amber told him about what happened.

"Not really. I just wanted to talk to you. I feel bad about what happened between us the last time we talked."

"Yeah so do I." She said. Their fight had been bothering her for awhile now.

"I'm sorry about everything I said, and if you want I would still like to be friends."

"I'd love that." She said but she wanted to be more then friends with him. She wanted him to drop Amber and be with her but she knew it wasn't going to happen.

"You know when I left. I couldn't help thinking of you all of the time even though I knew you had moved on." He said softly.

"Really?" she said flattered.

"Yeah but I realized you really loved Corny so I had to move on, too."

"But why her? Why Amber Von Tussle?" She couldn't help blurting out.

"She's not the same person Penny. She's changed. She's a lot nicer now." If he had of been there the other day, he wouldn't say that. Men were so naïve when it came to pretty girls like Amber and unfortunately Seaweed was no exception.

"Amber's a bitch Seaweed! She always was and she always will be!" She said and then immediately wished she could take it back.

"Come on Penny that's not nice." Seaweed said calmly.

"I'm sorry but it's true. Amber's not a nice person." She said trying not to tell him about Amber's visit to the store.

"It's not fair that you don't want me to be with Amber but you want to be with Corny. You can't have it both ways, Penny." He said which reminded her of what Amber said the other day. It made her wonder if Amber was right.

"I just think you can do better then her. I'm sorry but there are a lot of other girls better then Amber." She explained but she knew that Seaweed could date the nicest girl in Baltimore and she still wouldn't like it.

"No offense but that's not up to you." She nodded in defeat. Seaweed was going to be with Amber and there was nothing she could do about it.

"I'm glad you are concerned, though." He said and smiled at her.

"It's what a friend would do." She said trying to sound sincere.

"I have to go meet Amber but I'll talk to you later," he said then leaned over to kiss her on the cheek and as usual his kiss made her blush from head to toe. She looked into his eyes for a minute and then put her arms around his neck and kissed him on the lips. She pulled back and looked into his eyes. "Penny, I can't do this I'm with Amber and I love her." He said softly instead of returning her kiss like she expected.

"I have to go." He said and she let him go. Penny thought maybe he was right; they couldn't be friends after all.

Later that night, she was still trying to get over the sadness she felt over Seaweed actually wanting to be with Amber. She was in bed reading the catalog to the University of Baltimore, the school she would be attending in January. She didn't know why but right now she would do anything to get her mind off of Seaweed and Amber. What did he see in her anyway? Was it a sexual thing? If Amber was anything like her mom it probably was. She was sure Amber was a bigger slut then Velma was. She shook her head. She had to stop thinking about it! She read the course descriptions in the catalog for the millionth time. She became interested in the courses under the Art major. Maybe she should major in that, who knows? Either way she was about to become a college student and she was excited about that.

"Did you know Amber was with Seaweed?" Corny suddenly asked her. She didn't even know he had gotten in bed with her or that he would ask that out of nowhere. So much for trying to get her mind off of it, she thought and put the course catalog down.

"Yeah I know." She said hoping he would drop it.

"Motormouth Maybelle isn't very happy about it." He told her. She's not the only one, Penny thought to herself. She curious to know why not but she didn't even want to talk about it anymore. She wished he would drop the subject.

"Are you okay with it?" he asked her.

"Of course I am. Why wouldn't I be?" She said trying to smile at him

"I don't know. I've always thought you hated Amber."
" I do, but Seaweed obviously likes her and it's not like I have any say in who he dates." She said and then suddenly kissed him so he wouldn't say anything else about it.

"Not that I'm objecting but what was that for?" He asked and smiled at her.

"I just want you to make love to me." She said softly and kissed him again. She let him kiss her back the way she hoped Seaweed would earlier that day. He climbed on top of her and reached under her gown to remove her panties and kissed her deeply again. He removed her gown slowly after and then started to kiss down her body and she groaned. "I love you Penny." He said as he continued to kiss down her body then pulled her legs apart and kissed in between them.

"Oh Seaweed!" She cried.

"What!" He said and looked at her in shock. It took her a couple of seconds to realize her mistake. "Shit!" Was all Penny could say.