A/N: I know I sound like a broken record but, review, review, review. Please? :)

"Penny? Can I talk to you?"

Penny jumped, nearly causing her to tumble off the couch. She'd been so lost in her own thoughts, she hadn't even realized there was someone else in the room.

"Jude! Ah, you scared me." She smiled and made room for him on the couch.

"Of course we can talk."

Jude sat quietly for a moment. The look on his face worried Penny slightly. She generally didn't enjoy talking with him when he was that serious.

"I have to admit, I'm a bit worried about you."

Penny cocked a brow and shifted her position slightly, giving Jude her full attention.

"Worried? Over what?"

"You and Max."

Penny felt the color drain from her face. She had a feeling that's what he wanted to talk about. Though she had promised Max he could sleep on her floor the night before, he'd somehow ended up in her bed. When Lucy stuck her head in to wake them up, she was understandably surprised to see her brother snuggled up to her new best friend. Of course, she must have run right to Jude.

"Penny.. I.."

"What Jude? What do you want me to say?"

He sighed and ran a hand through his hair, shrugging.

"I don't know. I was just worried, that's all. I don't want you to get hurt."

Penny feigned ignorance and stared at Jude, eyes widened.

"Hurt? Over what?"

"Pen, love, it's obvious you care about him in a more than friendly manner."

She inhaled sharply. Was it really that noticeable?

"Well I do, yeah. As a brother. But if you're implying that I'm... in love with him or something, that's just.."

Penny trailed off and just shook her head. Jude gave a gentle sigh. This would be more difficult than he originally thought.

"I just want you to be careful with your feeling around him, alright? He's not exactly the most sensitive guy, especially with women. I don't want you to get your hopes up and then be crushed."

"Thank you but, I believe I can take care of myself." Penny replied icily, narrowing her eyes at Jude.

"I didn't mean to upset you."

"Then you shouldn't have even started this conversation."

They both grew quiet, staring at each other with matching bitter expressions..

"You really do love him, don't you?"

Penny chewed on her bottom lip and shifted her gaze to the floor.

"I... I do, yeah."

Outside the room, Max froze. He hadn't meant to listen in on their conversation. He'd simply been passing by and paused when he heard Jude say his name. He was thankful he'd stopped though. What he'd overheard was, pretty interesting.

"Are you going to tell him?"

"What? No, you git! That would go over well. 'Hey, Max. I've been meaning to tell you, even though you're my best friend and, not to mention, a complete shagger, I'm madly in love with you! Alright then, bye.'"

Penny rolled her eyes.

"Yeah Jude, that's exactly what I want to tell him."

Jude just stared at her and ended up laughing. Max had to stifle his own laugh as well, still trying to go un-noticed. The mental image of Penny actually saying that to him was quite hilarious.

"I guess you're right. It's probably better that you don't tell him."

Penny nodded in agreement.

"I know. As much as I want to tell him.. I know I'll just get hurt."

The last part actually shocked Max. He couldn't believe that she'd automatically think that he'd hurt her. That's the last thing he'd want to do. Max shoved his hands in his pockets and continued down the hall to his room, his head swimming in complete confusion. The night he'd spent with Penny only helped him to realize how much he cared about her. He assumed he loved her, having no previous experience to base his feelings on. If she'd been honest and confessed how she felt to him, Max would have done the same. Still, overhearing her talking to Jude had made Max the happiest he'd ever been. He couldn't get over the fact that she actually loved him.

Back in the 'whatever room', Jude pulled Penny into a tight hug.

"It'll be alright, love. Maybe one day, you will be able to tell him, who knows?"

"Yeah, you're right. Thanks Judey."

He smiled and kissed her forehead.

"No problem Pen."