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This chapter took a lot of work! I had three versions before I had one I liked. Sheldon is a little OOC, but if he wasn't nothing interesting would happen!

Ready or not here we go!

I own nothing!

Something was buzzing obnoxiously against Penny's butt. She was going to turn it off, but she was far too comfortable. She let it continue to buzz. It stopped momentarily only to start up again. Nuh uh, too warm, not moving. Halfway through the third buzz the second time she felt something brush against her and reach for her phone through her jean pocket and effectively silencing it.

Penny's eyes shot open and she tried to process what had happened. She was face to face with Sheldon, so close she could feel his breath on her cheek. He was obviously awake, but his eyes were closed. Her heart shifted from shock to… something else. She was flush against him, her legs tangled with his, his arm around her and – he just looked so damn handsome.

What the ACTUAL fuck! Some part of her brain screamed. This was Sheldon Effing COOPER.

Yea, they were very far down the rabbit hole.

So, how much further would she go before she reached the bottom? She eyed his lips wondering just how different this Sheldon was from his Vulcan counterpart. As if reading her thoughts his eyes drifted open slowly. It was then she realized that his hand was resting on her hip. She noticed because it began sliding down over her thigh and she felt her stomach do a slow flip. Sadly it slid away as Sheldon rolled over onto his back where he lied staring at the ceiling.

What Penny wouldn't give in that moment to be able to read minds. She couldn't stop thinking about the feel of him. It just felt so… good. She turned onto her back as well and looked at the ceiling. As an actress she often pictured things from a camera's perspective. Right now she imagined the angle, straight down, the two of them staring at the ceiling, shell shocked. She tried to suppress it, but couldn't. She started giggling softly. Then Sheldon looked at her and she met his gaze, yup, shell shocked. She burst into a fit of giggles.

"What?!"

"You look so traumatized. It's like we—like we –!" The giggles erupted further.

"Good god, woman, you've lost your mind."

Penny just nodded, losing her ability to breathe.

"Stop. You're being too loud. I have a headache.

The more she tried to stop the harder she laughed. She felt his hands on her wrists and was confused. Why was he grabbing her? How was that going to make her stop?

Then he pinned them on either side of her head. His knee rested between her legs. Yup she was effectively shut up. But he didn't stop, he just moved forward and she closed her eyes expectantly. Her heart was pounding.

"You… are so…" his voice was an octave she'd never heard. Deep and very Texan.

"So?" She needed to hear this.

"Disruptive."

Her eyes opened. That was more like the Sheldon she knew. She rolled her eyes and moved to get up, but he was still holding her there. She looked at him and noticed it seemed fairly effortless for him. He was so tall he totally entrapped her. He just looked at her again, like she was an equation and he wasn't done calculating her.

This annoyed her. She felt vulnerable and exposed and she didn't like it.

"Shit or get off the pot, Cooper."

He looked confused, "Excuse me?"

"Either kiss me, or let me go," she said poignantly. She meant it to sound confident, but her voice hitched.

"I haven't decided whether I want to yet, be patient."

The words made her bristle. She was totally on edge and he was just… not. Fine, if he wanted to be an ass, she'd take him down like one. She fought his hold, but he possessed a strength she didn't know he had.

"Now, now, I said be patient. Do you want me to kiss you?"

"What?! No, let me go." A blush crept up her cheeks.

"You seemed to a moment ago, that's what I'm struggling with. I don't know what the protocol is."

"The protocol is let. Me. Go." Her body was hoping for the complete opposite.

"Fine."

He let go and moved away from her looking confused. "I'll never understand you, Penny. You're an enigma."

And with that he stood grabbing the mugs of his bedside table and taking them out of the room. Penny sat on the bed trying to figure out A) what the hell just happened and B) why was she so flippin turned on? She got up and crossed the room entering the kitchen where Sheldon was setting the dishes in the sink. As though nothing had happened.

She walked up behind him just as he turned and put her hands on his chest. He looked surprised. Actually surprised that she was touching him, as though they hadn't just been pretzeled on the bed like teenagers.

"I've made up my mind," she said, pinning him against the counter.

"Oh? On?" he probed.

"I want you to kiss me," she affirmed standing on her tiptoes against him.

Something shifted in his expression from faint interest to determination.

"That's all I needed to hear."

Sheldon's lips met hers and she wrapped her arms around his neck letting out a sigh of relief.

He caught the fire in her eyes briefly before closing the distance between them. The kiss was tentative and slow, eliciting a small moan from Penny's throat that did wonders to encourage his actions. Now that he could focus on the event more clearly he found that this was far more pleasing than the previous occurrence. Though it was clear he was no expert, he matched Penny's actions and knew that when he did something she liked, there was a subtle response. For example, when he brushed his tongue against her bottom lips she made a small sound he analyzed as approval. So he continued and explored further. What if he added a faint touch in a sensitive area? He moved his hand to the back of her neck making sure to make contact with the soft skin there. Another approval, this time her pushing back against him. Penny's eagerness drove him farther back until he was pinned between her and the countertop.

Sheldon tried to stay focused enough to take notes, but she kept distracting him. Her right hand was buried in his hair and her left hand was running from his chest to his abdomen. A guttural sound escaped his throat and his instincts told him to do a great many primal things to her. He focused all his energy on grabbing her left hand and pinning it against the small of her back where it wouldn't wander. It was important that he didn't do anything too quickly and ruin what they had. In fact, they probably shouldn't be doing this. She was his only constant companion, he couldn't risk becoming another of her ex-boyfriends.

Boyfriend, lord where did that come from? It took all of his willpower to pull away from the kiss and remove her other hand from him. He looked down at her memorizing the swollen look of her lips and the dilation of her pupils, committing it to his memory for future reference.

"That's not fair," she said closing her eyes in what appeared to be frustration.

"What isn't?" He asked.

"Do you have to be good at everything?"

He couldn't deny the elevation to his ego that statement brought, but he reminded his baser self that they needed to approach this situation very carefully.

"I don't have to, but I put a great deal of effort into being the best I possibly can be at anything I approach. Otherwise, what is the point?"

Penny shook her head trying to clear her thoughts and focus. Of course he would be cocky about his ability to just be fantastic at everything. Weren't all guys?

She looked up and tried to decipher the emotions there. He swallowed and took a step back. Unless she was mistaken, his gaze was on her lips. Not her breasts or body. Her lips.

A foreign emotion was creeping into her own brain. One that was protective and selfish at the same time. She never wanted that look on his face to go away.

What the hell is happening? Penny thought to herself while her memory explored for an answer. She thought about every time she pushed his buttons for the sake of it. How she had memorized his schedule and adapted to it even though she didn't have to. Then there was the little part of her that added that nobody challenged her the way he did.

That terrified her.

They had both just gone through break ups, the need for a rebound was natural, but not with Sheldon. She couldn't risk it. Just then her phone rang and she looked down. It was Bernadette, and from the looks of it she and Amy had called a few times.

"It's Bernadette, I better take this and y'know, shower and stuff," She said seizing the opportunity for distance.

"Yes, I too should begin my routine," he agreed a little too quickly.

For some reason she was hurt slightly by that, but all the more reason to leave in her opinion.

"Uhm, okay then. I'll see you later?"

"Since we're neighbors I don't doubt it."

"Yea." More hurt. What the hell, Penny? She told herself.

As she made her way out the door she was surprised when Sheldon stopped her halfway. She turned and noted the unsure look on his face.

"Penny, if you catch up on episodes during the week you can come over Thursday and watch more Doctor Who."

Penny couldn't suppress her smile, "Okay, yea that sounds good. I'll bring popcorn."

"We can call it Tardis Thursday," he confirmed looking excited.

A laugh escaped her and before she could stop herself she stood on tiptoe and kissed him on the cheek, then rushed out and didn't stop until she was in her room. She laid on her back staring at the ceiling.

Yup, same ceiling, but the room seemed a lot brighter.

They're trying to distance themselves, but at the same time coming up with excuses to see each other. More soon!

Keep the reviews coming! It reminds me not to forget!