A/N – Just a warning, this story is rated M, but this is the first chapter that contains M rated material, smut etc. Still fluffy, but enjoy!

"I'll just duck into the bathroom to get changed, won't be a sec" Leonard mumbled, holding his towel tightly around his body whilst carrying a set of clean clothes.

"Leonard, stop" Penny said, standing up and walking towards him. "You don't have to be embarrassed!"

Leonard's face turned bright red as soon as those words left her lips.

"Penny?" Leonard asked, as he was still so confused about why she was in his bedroom in the first place, he could only narrow it down to one thing.

"Yeah" Penny mumbled, her face now the same shade of red as Leonards. He took a few small steps forward. He was so unsure about this situation that he didn't want to ruin anything between him and Penny.

"Penny, will you be my girlfriend?"

"Yes." Penny replied, very calmly.

"Really?" Leonard sounded almost surprised.

"Of course, come here" Penny mumbled, pulling Leonard into a hug.

Penny laid her head on his shoulders, even though she could tell he was uncomfortable.

Leonard felt suddenly blessed with an urge of confidence, as he repositioned Penny's chin from his shoulder to match his position. Their lips were millimetres away from each other's, as Leonard's breathing started to increase. Penny reached over to his bedside table and lifted the asthma puffer up to his chest. Leonard got the hint, and quickly took three puffs of it, embarrassed that he ruined the moment. Penny immediately reattached his nose to her, and Leonard guided his hands around her hips, as Penny moved her lips closer to his, feeling Leonard's warm, slightly increased breathing on her cheeks, sending her all red.

Just as the longing became unbearable, Leonard's lips met Penny. The warmth of his mouth sent a current running through her body. Leonard, who was still wrapped in just a towel, shuffled around his lower body to avoid Penny realising how easy it was to turn him on. The last time he was with a girl was almost four months ago, and it was with his girlfriend and her best friend, and he didn't even remember it. He vowed to himself that if this went ahead, in the direct that he believed it was currently going, it would be definitely something he would remember.

"Penny, can I ask you something?" Leonard slurred, mid kiss.

"Anything" Penny replied as she disconnected her lips from his.

"Do you remember what happened that night" Leonard immediately felt embarrassed and awkward bringing up their carnal adventures again. "When we…"

"No, I really don't, I wish I did"

Leonard sensed that he had ruined the mood, and moved to sit on his bed, which gave him an idea if Penny really wanted this to happen or not. Penny turned around, slightly confused as to why Leonard had moved away from her. She continued sitting on the edge of his bed, as he moved to the top to lean against his pillows. There was an awkward tension between the two, which worried Leonard. Penny pulled herself up from the end of the bed, to sit next to Leonard at the head of his double bed. They sat in silence for a moment, both unsure of what to say next. Leonard ran his fingers up her thigh, as goose bumps formed on her skin. Penny turned her head, and watched as his fingers drew intricate pictures on her tanned leg. He brought his spare hand up to the side of Penny's beautiful face, and turned the direction of her head to match his own, allowing for him to lean forward and connect his lips with hers. The kiss was slow, and passionate. Penny felt herself becoming flustered, as their lips remained joined. Penny, being the adventurous one she is, traced a line along Leonard's bottom lip with her tongue, asking his to open his mouth. He got the hint, and allowed Penny's tongue to enter his mouth, as the two began battling. Much to Penny's surprise, the kiss remained slow, when she had suspected it would become more heated. She liked the way that Leonard didn't rush. He treasured every moment he was with her, something that she had rarely experienced with the guys she had dated before hand. It was a new experience for both of them, even though Leonard was not a virgin; he had never experienced something with someone he cared so deeply for. Penny realised that she would have to be dominant this time, as Leonard was still coming to terms with what was happening.

Penny shuffled his tan jacked off his shoulders, as he pushed forward off the bed to pull it off his back. Penny reached down to the rim of his green lantern t-shirt and lugged it up to his chest, and pulled it over the top off his head. Penny, still oblivious to everything that happened in their previous night together, was pleasantly surprised by the site that greeted her as his shirt was removed. He was in much better shape then should would have assumed from his weekly activities as a full time university student studying physics, frequently take away and a rather heavy gaming life. His chest was smooth, recently removed of the minimal chest hair he had. With their lips still connected, Penny reached for his belt, and started to unclip it, but Leonard removed her hands as he brought his fingers up to her back to pull at the bottom of her stretchy black top. Penny returned to her previous activity, and pulled his belt off, and unbuttoned the top of his grey long pants. As she tugged down on the legs of the pants, a small chuckle escaped her lips as Leonard's superman boxers were revealed.

"I was expecting company, okay!" He defended, as Penny pulled his pants of his feet, and returned to Leonard's lips.

Leonard fumbled around at the back of Penny's back, trying to find the clip for her bra. Another faint mumbled come from Penny as she moved his hands to the front of her chest.

"It's a maternity bra Leonard, it opens in the front"

Leonard, who was completely unaware that things like this even existed, was brought to a sudden realisation.

"Can you have sex when you're pregnant?" he whispered, causing Penny to break into laughter.

"Yes" she replied, reattaching her lips to his for a slight moment before he broke apart again.

"Won't it hurt the baby?" He asked, still embarrassed from being so uneducated in this matter.

"No." Penny simply replied, amused by Leonard's continuous questions.

As Leonard returned his fingers to the clip on the front of Penny's bra, he pulled it apart, allowing the black fabric to fall from her chest. Leonard was astounded by his luck to have a girl as beautiful as Penny in bed with him, let alone carrying his baby. As Penny moved over to the other side of the bed, she noticed the bulge in Leonard's underwear. She couldn't even remember what his manhood looked like; man, all three of them must have been out of it that night. Leonard pivoted his body to face Penny, and recombined his lips with hers. Penny dug her fingers into the elastic rim of Leonard's boxers, but remained focus on the kiss. Leonard shuffled his body weight downwards to aid in the removal of his boxers. Penny pulled back the rim as she broke the kiss and shuffled down to the end of the bed and climbed in between Leonard's legs. His erection sprung out of the boxers, and surprised Penny as she acknowledged its size. Leonard's manhood was much larger than she had expected, almost as long as her forearm. She started to stroke Leonard's wide girth, as moans seeped from his lips. Penny continued at a slow state, unsure of Leonard's sexual stamina, and wasn't going to let him go just yet. She straddled Leonard's lap, still in shorts but topless, as he gazed at her chest, unable to focus on anything else at that very moment. Leonard's hand went up her sides and on her breasts, caressing and occasionally flicking over her hard nipples making her gasp in pleasure.

He ran his hands down to her smaller belly, astounded at the fact that his child was growing inside of her. Leonard lent forward and placed small kisses on her chest, and down to her stomach, that had a ten-week-old foetus growing inside. That very moment where Leonard hands rolled over her belly had made her happier than ever.

"Hello in there" Leonard mumbled, placing tiny kisses on her stomach. "I'm your daddy."

As those words escaped from Leonard's lips, it sent a fluster of heat over Penny's body. She felt the urge to be with Leonard at that very moment, her boyfriend, and the father of her child.

The slow pace was no longer enough for Penny, as she wrapped her arms around his back, rolling over and pulling Leonard onto of her, once again taking him by surprise. Leonard caressed her breasts, at the same time as he unbuttoned her shorts, pulling at the bottom of the denim fabric. The removal of her pants revealed a blue lace G-string, which Leonard discarded of immediately, and ran his cold fingers over her folds, sending shivers through Penny's body. Penny lightly pushed Leonard's head down into her, as he immediately got the message.

As moans were forced out of Penny's mouth, by the consistent flow of pleasure coming from Leonard's movements, she knew that she needed him. Leonard crawled back up Penny's body, as he reached for a condom out of his drawer, until Penny stopped him.

"Sweetie, why do you think that's going to prevent?" Penny laughed, as she put his free hand on her stomach. Leonard realised what she meant as his face turned red. He put the small plastic wrapper back in the draw, and reattached his lips to Penny's.

"Leonard, please" Penny moaned, as Leonard's fingers skimmed over the top of her sopping folds.

Leonard aligned with Penny, as slowly entered her, filling her whole body with his length. The speed has to stay at a constant pace, to avoid Sheldon hearing the rapid slapping of skin.

After Penny's second orgasm, and about 35 minutes, she was surprised at how long Leonard could last. When he was close, he picked up the speed, and clenched Penny's hips. The two of them came together, and both fell on to the bed, exhausted and out of bed.

"Shit" Penny exclaimed, startling Leonard who was almost asleep. "I have to go and see Jennifer, she leaves tomorrow. I feel so bad leaving after sex, but I'll stay the night? If you want me to, that is…"

"More than anything," Leonard replied, as Penny hoped out of bed, pulled her clothes on, and fixed her hair. She lent back in for one last kiss, that quickly escalated, and Leonard pulled her back into bed.

Penny broke the kiss, to bring up a topic that she had been dreading.

"I know that this will be hard, between us. But Jennifer just brought up the idea to me, of you know. Abortion." Penny blurted out.

"Look, it's your body, and you are able to do whatever you want. But if you go ahead with the pregnancy, just know; that I'll be by your side no matter what, and I'll help you through everything. Trust me, we will be fine." His sentenced ended with a kiss on Penny's forehead, and with that, she walked out of his room, next door to Jennifer's apartment, completely ignoring Sheldon.

She rapidly knocked on the door of her best friends apartment. Within seconds, Jennifer opened the door. She could tell Penny was all hot and flustered, and immediately knew something happened because of her 'sex-hair'.

"Spill. Everything" Jennifer exclaimed, handing Penny a bowl of ice cream, and eating one herself.

"It was good, really good" Penny replied, filling her mouth with ice cream and day-dreaming about what just happened.

"Oh my god, you had sex, didn't you. It's my last night in the country, and I'm stuck here waiting for you, while your out having sex. You could have at least taken me with you." Jennifer defended. "But details!"

"So do you remember much from the night, well you know…"

"Shit all hey!"

"Well Leonard is like…" Penny paused and indicated Leonard's length up against her forearm.

"No way, really? I need to see this." Jennifer held an ice cream spoon in one hand, and a glass of wine in the other. "Let's go and see how big your boyfriends penis is!" Jennifer laughed storming out of the room and across the hall.

As Penny realised what she had just said, she chased after her, knowing full well that Leonard was still waiting for Penny in bed.

"Jen, stop oh my god. What are you doing?"

Jennifer stopped at the door to the 4A apartment, but then thought over what she was doing and barged through the door anyways.

"Hello!" Sheldon said, as surprised as Penny was when Jennifer barged through the door.

"No time to talk, must see Leonard" Jennifer laughed, completely bypassing Sheldon, as Penny followed after her.

Sheldon just sat down, and returned to his oblivious state.

Penny managed to stop Jennifer from entering Leonard's room at his doorway.

"What do you think your doing?" she laughed, quietly.

"You can't just say that he is that big," Jennifer said, indicating his length with her hands, "and then not let me see it for myself."

"How much wine have you had tonight?"

Before Jennifer could answer, Leonard opened the door, wrapped in just a towel.

"What's going on?" Leonard asked, extremely confused as to why there were two girls standing in his hallway why he was in the shower.

Jennifer lunged forward and detached his towel from where it was hooked against his skin causing it to drop halfway to the ground before Leonard reacted and grabbed it, just before Jennifer could see anything.

"What was that for?" Leonard asked, tremendously confused about the current situation.

Jennifer, who was in hysterics at this point, had dug her head into Penny's shoulder.

"She had a little bit too much wine tonight" Penny laughed.

"Why did she try and pull my towel down?" Leonard hoped for a proper explanation.

"Well she asked what happened between us, and I explained, and you know. We got to how big your dingle was, and she wanted to see for herself." Penny started to laugh at the current situation.

"Okay?" He was still as confused as when he first opened the door.

"I'll go put her to bed, and then I'll be back" Penny laughed, kissing Leonard's cheek, and walking down the hallway back across to Jennifer's apartment.

"Man, I am going to miss you so much when you leave…" Penny mumbled, as Jennifer fell asleep on her bed in an instant, mainly because of the alcohol. "She has never been able to handle her liquor."

Penny went back out into her apartment, and put the empty wine glass in the dishwasher along with the two empty bowls.

She exited Jennifer's apartment, turning off all the lights and headed back across the hall. Sheldon didn't even notice her walk in, too engulfed in his new episode of some TV show that no one liked. As she quietly entered Leonard's bedroom, she noticed that he was asleep on his bed. Penny lifted the sheets up and hoped in with him, as he half woke up and noticed her.

"Hey" Penny quietly said, Leonard on the lips, and running her hands down his bare chest. "Sorry about before."

"Its fine, come here" Leonard said, as he closed the gap between their two bodies. "Goodnight."

A/N – More reviews = more chapters :P Hope you enjoyed this side of the story, and let me know what you think, and what you'd like to happen next!