Penny never thought much about Leonard staying out late. Or even him leaving a bit earlier. She felt like Leonard would be the last guy to worry about.

Things change abruptly, don't they?

"I'm sorry its just some extra work I want to get done…so we'll have more time to spend together." That was pretty sweet she thought.

"Fine. I'll see you tomorrow." They hung up. Okay, Penny wasn't needy but she had a bad day and all she wanted was a damn cuddle from her supposed boyfriend. She went across the hall.

"Hey Shelly. Leonards been out late these last couple nights….and early mornings last week." Penny felt a bad feeling in her gut.

"Yes he doesn't tell me much anymore." He said and she noticed he was put off by this situation as well.

"I know! I'll take him some dinner! He'll be happy to see me." She said already heading to the door. Sheldon stood,

"Penny, I don't know if I would do that…" Penny felt that bad feeling again. "He's busy." He added.

No, Penny thought, he's not. He wouldn't and Sheldon wouldn't lie to me. Penny left quickly picking up Chinese on her way. She found her way to the university but the door was locked. Leonards car wasn't there. She felt her eyes watering. She drove to the nearest motel but quickly left not wanting to see if his car was there. She drove home and drank almost two bottles of wine before going over to bug Sheldon. He was still up, surprisingly, on his computer.

"Oh, hello, Penny so nice of you to knock." He said with a sarcastic tone.

"Where's that scum-bag Leonard? Huh Sheldon?" She said angrily and slurred.

"Penny, I suggest you sit down." He said and she stumbled onto the couch. He sat next to her.

"Sheldon, I thought he was different. I mean sure things aren't perfect between us but…" Who was she kidding? Especially in this drunken state she can't say things are skippity doo, whatever that means. The relationship isn't working. She knew it but at least she wasn't a total coward and fucked around. She started to cry.

"Sheldons here. There, there." He patted her in his awkward way. "I didn't know for sure if he was…but I had my suspicions. I'm sorry." He said it with sincerity.

"Sheldon…you're a good guy. A good friend." She said trying to wipe away the tears.

"Penny, you don't deserve this. You deserve better." Sheldon said with a soft tone. She looked at him and felt…good. It was right. He was amazing. She stood up quickly. No…she couldn't think this. Now? With everything?

"Are you okay?" Sheldon asked standing.

"I think…I'm in love with you." She blurted. Sheldon's eyes grew.

"Oh my God," Penny continued, "I didn't mean to say that. I mean you and me…" Their eyes locked for a moment. His blue eyes so soft, sympathetic, and adorable.

"I…guess I should go." Penny said suddenly sober.

"I suppose you should." Sheldon breathed. They felt the connection. No…she wasn't Leonard. She wouldn't do this to him…two wrongs don't make a right. But as Sheldon inched closer she didn't make a move. Her breathing hitched. It was all comfortable bliss. Just him and her. The door opened suddenly and Penny nearly jumped out of her skin.

"Sheldon, Penny." Leonard said obviously surprised. He didn't even comment on their closeness, their quietness.

"Leonard." Penny said glaring. "Tell me what has been going on! I went to the university and you weren't there. I know…" Penny shook her head, she didn't have solid proof. Her sister told her to always have proof. "You're messing around on me."

"Penny….look, you know and I know this relationship is a dead end." He didn't sound like Leonard. He sounded actually like a man.

"You couldn't give me a heads up before you exited this relationship and entered another?" She was fed up.

"Penny I'm sorry I didn't say anything I just-we were both in our own little worlds." He was right but it didn't excuse his actions. "I am truly sorry. It was awful of me but it just happened and I was too coward to say anything." She didn't care anymore. Why bother? He's right.

"Alright fine. We're done. For good." She said and he excused himself leaving Sheldon and Penny alone.

"Honestly," Sheldon said, "I'm glad. One less thing to worry about." Penny managed a laugh and hugged him.

He kissed her on top of her head. "You said you were in love with me." He whispered.

"I am." She managed to say. She looked up at him and he at her. Their eyes locked again.

"You mean so much to me." He said and somehow their lips locked. It was a blur how it happened to her but it was warm and a bit uneasy. She smiled into it and he pulled away.

"Sorry." She said.

"Goodnight Penny." Sheldon walked away and Penny went home.

Something good came out of this, she supposed, and she was sure it would last.