AN: Okay, so this steamy (smutty) oneshot started with a dream. And who am I to hog that mental image?

Sheldon will never forget how that night began - and not only because of his eidetic memory. He was looking forward to finally having the apartment to himself for the night, seeing as Priya and Leonard had remarked on their no doubt ill fated relationship route again. His solitude lasted all of an hour before Penny barged in. She was angry because not only was the wi-fi down, she had managed to lock herself out of her apartment… again. Sheldon had noticed her relapse into the online world of Conan, but had chosen to say nothing, seeing as she was leaving him alone this time.

Unwillingly, Sheldon agreed to let Penny spend the night in 4A until the landlord returned in the morning with a spare key (Leonard had taken theirs). Sheldon had suggested that Penny spend the night in Leonard's room, seeing as his bed was bound to be more comfortable than the couch - she declined. It seemed that spending the night in your ex boyfriend's bed while he was with his new girlfriend was bad social conduct. Who knew?

And that's what brought Sheldon to the present. He was currently sitting up in his bed, rubbing his eyes. The clock on his nightstand read 3:47 and he was less than happy about that. Thanks to his Vulcan hearing, he had been awaken by a small noise - a mewl of sorts. Had Penny brought a kitten into his apartment? Perhaps she couldn't sleep and decided to watch TV. Either way, Sheldon was not happy about being woken up, and when the noise happened again, he decided to do something about it.

Sheldon's eyes weren't as good as his hearing, which is why every room of the apartment had a tiny nightlight strategically placed to lead them to the door. Thanks to these, he was easily able to find his way into the living room. When he made it to the doorway, he froze. Penny sat in his spot, her head thrown over the back and her eyes closed. His gaze moved on it's own down to her chest where her top was pulled up enough to reveal her bare breasts to him. He lingered there a moment, his hands curling into the sides of his pajamas. Continuing on, his eyes traced the smooth surface of her bare stomach and finally came to where her hands were working furiously, her bottoms nowhere in sight.

Sheldon could almost feel the blush work up his neck and ears as he watched Penny, but be couldn't bring himself to move. She let out a sound that Sheldon identified as the one that had woken him up - he wished now that he had ignored it. He felt his own breathing pick up as his pajama bottoms got tight. Despite what the others thought, Sheldon was very much aware of his sexuality, he just chose not to flaunt it. He had kept his interactions casual with women in the past, but he had in fact had sex before. Still, this was different. This was Penny. Although she was bare before him, his eyes seemed to lock on her face. Her brow was puckered and she bit her bottom lip, but it wasn't pleasure that caused this. He could see the frustration in her shoulders, the way her toes latched onto the coffee table.

It's no wonder - Sheldon thought as his gaze traveled down again. Although Penny's method would no doubt prove fruitful in the end, it was not the most effective route. His bottoms became impossibly tight at the thought of assisting her. He moved his hand to the front of his pants, hoping to adjust himself into a more bearable position, but the friction of his bottoms against his throbbing member caused him to unintentionally groan. There was a pause, tense filled and quiet where the pounding of his heart was the only thing he heard.

Slowly, Penny's eyes slid open, and her hands stilled. Her half lidded gaze caught his before drifting to where he still held himself through his pants. Her face betrayed no emotion as she met his gaze again before resuming her position, her hands working with new vigor. This time, Sheldon groaned loudly. She got off on being watched. He resisted the urge to palm himself, but allowed his hand to drift along the length of his member twice. Carefully he approached the couch, pausing only when she mumbled his name as her fingers slid in and out of her.

She either didn't feel his presence next to her, or didn't care, she simply continued her spastic movements, growing obviously more frustrated. Sheldon slowly sank to his knees, biting back a moan as the fabric of his pants brushed over him. He licked his lips nervously as he watched her up close. Sheldon had had interactions like this with women, but it had been a long time. Slowly he placed a hand on her leg, his fingers brushing the sensitive inner thigh. Penny didn't say anything, or open her eyes, but she did move her hands away.

Sheldon's fingers drifted over the tan skin of her leg, moving lightly up and down, never where she actually wanted it. "Most women forget that even in a self-sexual encounter that they shouldn't omit foreplay." Sheldon whispered huskily as he brought his lips down to graze over the skin of her leg - she smelled like vanilla. He didn't kiss, just barely touched. "The fact of the matter is that not touching can be extremely more sensual, which in the long run is proven to be a major contributing factor in the success of the female orgasm." Penny didn't acknowledge his talking, but her breathing did pick up.

His fingers once again drifted up her inner thigh, but they didn't stop this time. Penny moaned as two long digest spread her and a third went to work on her tiny bundle of nerves. His lips ghosted up her thigh and over her stomach, stopping to place a tiny kiss on the underside of her breast. One hand curled in his hair as she said his name again. He wanted to lecture her more, but the way her leg brushed the front of his pants rendered him momentarily speechless. Closing his mouth over one of her nipples, he bit down at the same time he entered her. Gasping, Penny arched into him.

For a while he peppered her chest with kisses while leisurely pleasuring her with his fingers. He brought her to the edge several times before backing off, causing Penny to turn her heated glare to him. Sheldon merely smirked up at her, and that seemed to render her dumbstruck. He withdrew his fingers one last time before curling an arm around her waist. In a fluid motion, completely unlike his usual demeanor, he flipped them so that he was sitting in his spot and Penny was straddling him, his painfully hard erection resting between them.

They stared at one another for a moment, both knowing that once this line is crossed, there is no going back. Sheldon wasn't sure how he felt about that, but his need to be inside Penny was overthrowing his usually logical way of thinking. At the same time, they leaned forward in a passionate kiss. Penny pawed at his shirt before getting frustrated and ripping it open. Sheldon couldn't bring himself to protest, because in the next moment, her tiny hands were on him - stroking him through his pants. It was obvious that Penny had had enough of taking it slow. She stood on her knees, and together they worked his pants down to his knees.

It was Sheldon's turn to throw his head back as her warm hand wrapped around him, pumping a few times before positioning him at her entrance. Slowly she sat, impaling herself on him. They both stopped for a second, enjoying the feeling before starting to rock in rhythm. Thanks to Sheldon's earlier torture, they both knew it wouldn't last long. His fingers dug into her hips, and hers into his shoulders as they neared bliss together. Their lips joined in a final kiss as they were both pushed over the edge.

For a while, they sat holding each other in the dark living room, clothes handing off of them and their foreheads pushed together. They waited until their breathing slowed down before meeting eyes. Penny gave Sheldon a warm smile, and he visibly relaxed.

"…Penny?"

"Yeah, Sweetie?"

"…You were in my spot…"