A/N: Mature Themes contained in this chapter

Leonard drove Penny back to her apartment, it was about 10 minutes from the restaurant, and he parked out the front of her building, Penny grabbed her bag out of the back of Leonards car, as he waited for her. She grabbed his hand, and led him up the stairs to the 3rd floor of the building.

"I hope you don't mind the mess…" Penny said, opening up the apartment door. "It's a bit small, I'm still looking for something a bit bigger in my price range."

Leonard nodded and followed her into the room, it wasn't as messy as he expected, but if Sheldon saw it, he would probably faint.

"Just take a seat, I'm just going to go for a quick shower."

Leonard sat on her aqua blue couch. His mind started to ponder all the possibilities of what could happen tonight. His breathing became heavier, and he rummaged around in his pockets for his inhaler.

"Hey Leonard, could you come in here for a second?" Penny said, as Leonard heard the shower stop. He stood up and went to her bedroom door.

Leonard knocked on the door.

"Are you decent?" Leonard said as he cleared his throat.

"Decent enough" Penny said from the bathroom.

Leonard entered her bedroom and sat on her bed.

"Are you able to help me with something?"

"Yes"

"You'll probably say no".

"Oh I am pretty sure I'll say yes to anything right now".

"Could you rub some oil on my back? I got a bit sunburnt the other day, and I don't want my back to start to peel.

Leonard cleared his throat, "Okay…"

Penny walked out of the bathroom with a towel wrapped around her body and her hair thrown up in a bun, she lay down on her belly on the bed, and pushed her towel down off her shoulders. Leonard groaned.

'The oil is on my bedside table".

Leonard moved over and grabbed the oil and rubbed it on his hands. His hands started to shake, as he moved his arms closer to Penny's golden skin.

"Don't be scared Leonard" Penny said, pulling his arm closer to her body. "I don't bite…"

Leonard rubbed the oil on Penny's back, a huge shiver shot up his arm, and all through his body. It gave him instant goose bumps.

Penny leaned over and put some music on to ease the awkward silence between them.

"Leonard?" Penny asked, as Leonard's hand froze on her back.

"Yes Penny"

"Does this make you uncomfortable?"

"Yes" Leonard said without even thinking about the question.

"Can I ask why?" Penny asked, covering her body and turning over to face Leonard.

Leonard had thousands of thoughts running through his heads right now, only very few of them could allowing him to leave here with his testicles still attached. His face went blank, and he could swear that he could almost hear the thoughts banging against the side of his head. He cleared his throat. Penny was left waiting, with a curious look on her face, and a sheet pulled up to her neck covering her naked body.

"Well, you see. You know me, I don't normally do stuff like this; in fact I don't think I've ever been in a room as long as this with such a beautiful girl as you. It's not so much at the fact that I'm uncomfortable, more that I don't feel that I don't know what to do." Leonard said, not making eye contact with Penny.

"Did you want something to drink? I have water, or you know; a bottle of Vodka…" Penny said, getting up and wrapping a towel around her body. She entered the kitchen, without even waiting for Leonard to answer.

About half and hour later, after doing Vodka shots, Penny and Leonard were both quite intoxicated. They sat on Penny's couch, Penny wrapped in a towel and Leonard slopped uncomfortable on her lounge.

"How long has it been since you've been with a girl Leonard?" Penny asked, placing her hand on his leg.

"About, a year and a half" Leonard chuckled. "It hasn't changed has it?" He laughed.

"No, it hasn't changed. Did you want me to show you?"

Leonard became uncomfortable, with his manhood growing as Penny ran his hand up and down his leg, breathing heavily on his neck.

"Uh Penny" Leonard said, as he tried to reshuffle but unable to because he didn't want Penny to stop.

Penny noticed. "Leonard, it's okay... Let's get those jeans off you anyways"

Leonard woke up in Penny's bed, with Penny attached to his side, naked. His head throbbed, as he harboured a huge hangover.

"Hey Penny" Leonard asked, wondering if she was awake.

"Yes Leonard" she mumbled, snuggling into his shoulder.

"Did we?"

"Almost" Penny said, with her body still snuggled against him, eyes closed.

Leonard readjusted his body position, forcing Penny to sit up.

"What do you mean, almost?" Leonard asked, confused, as he put his glasses back on.

"Well, during the uh. You know the foreplay. We were mucking around, and you, you ugh. You came before we could…" Penny almost laughing, she joked as Leonard's cheeks went bright red, and he immediately felt so embarrassed.

"Okay, well I am going to go home before I shrivel away in a worthless pit of embarrassment." Leonard mumbled, as he stood up.

"You have a really cute tooshie"

'Tooshie?" Leonard laughed, "I'll see you later Penny".

"Look Leonard, I really hope this night hasn't stuffed up what we have. I am really enjoying spending time with you on campus and stuff, and you have helped me a lot." She rolled out of bed and pulled a small throwover dress over her body.

"It hasn't. I am really sorry."

"It's fine, I had a really good time; come here," Penny said, walking over towards Leonard.

Leonard walked towards her; she wrapped her hands around his neck. She laid her head on his shoulder. Penny lifted her head up, to face Leonard, their noses almost touching. Leonard's eyes were closer, caught in the moment. Penny connected her lips with his. Leonard pulled away.

"I have to go…"

"Okay Leonard, I had a really nice time, goodbye".

Leonard walked out of her apartment, slightly embarrassed from what happened last night, but he felt also very accomplished to have spent the night with such a beautiful girl such as Penny.

A/N Sorry for the short chapters, been on holidays – Please read and review, and feel free to drop ideas below to help me keep the story going.