AN: This is the 3rd in my Cumin Doesn't Quack universe, in which Penny and Billy have been going out since a few weeks before Act I.

Special appearances by Moist and a landlady.

"Tonight is the night. That's right, it's finally time. Tonight is the night that Penny has elected to spend at my flat. For a whole night, just me and her. So you know what this means."

Wearing goggles, a lab coat and an expression of what could only be malignant glee, Dr Horrible straightened his spine and peered out through the webcam to his many viewer minions. He liked to think of them as minions already, even Johnny Snow, who while sending empty threats and challenges, still returned often to await further dialogue, both genius and horrible...but enough of that. Billy offered one of his best smirks at the camera.

"This means I get to show her my finished Freeze Ray!" he exclaimed.

Beaming uncontrollably, Billy whipped up the device and flashed it in front of him. He tapped the end with his other hand, nodding his head and sporting one crooked eyebrow.

"You heard me. The final product is complete, and after tonight, Captain Hammer will be nothing but a monument standing in stony silence." The good doctor paused a moment. "Or just silence, because he won't actually be a statue, he'll just...look like one. Anyways, stay tuned for more diabolical details tomorrow."

After contemplating the camera blankly for a moment, Billy leaned forward and switched it off. He dug his teeth into one finger, yanking off a glove into his mouth. Muttering around the glove, he stood up and tugged at his goggles. A yelp struggled to escape him when several strands of hair leapt out of his scalp. Probably not a good idea to sleep with the goggles on, but it was easier to start the day with them perched on top of his head than having to hunt through his secret lab. Or the fridge, like last time.

Billy patted the offending patch of hair with his remaining gloved hand and lurched out of his chair, managing to still curse wildly while muffled by the glove in his mouth. His eyes watered the moment his foot caught something solid, knocking it over onto his toes. Ow, ow...

Spitting out the glove, he transferred the thought into a pathetic snarl.

"Is this a bad time?" enquired Moist from the door way.

"It's never a bad time when a scheme is afoot," Dr Horrible pointed out, crossing his arms.

His friend raised his eyebrows. "Right. Well, whenever it's not afoot, I got your mail. You might want to work on that pain reflex thing, though. Make it sound more...growl-y or something."

"Mail?"

"Yeah it's just junk mail today. I threw it in the dumpster. But I thought I could just hang around even if I didn't actually bring anything."

"Penny's coming over," Billy said with particular emphasis.

"Hope she brings more of that curry stuff. I'm kind of hungry."

"Penny is staying the night."

Moist's hopeful expression faded into a grin. "Oh, hey, I won't be in the way. Any special plans?"

Holding up one hand, Dr Horrible delivered a curt nod and marched over to his recliner. He leaned back, lacing his fingers together under his chin. Assuming the unimpressed expression on Moist's face was just a small inconsequential problem, Billy tossed his other glove over the side of the recliner.

"I'm going to show her my Freeze Ray," he announced.

"Nice." Moist nodded vaguely, leaning on one of the recliner's arms. "Just, you know, let things warm up a little first, huh?"

Billy pursed his lips. "Still haven't worked out that particular problem with the ray yet."

"Um. Well, um. I'm here for you, buddy."

"Doctor," Billy corrected irritably, "And you're cramping my moment here."

Moist muttered his apologies and leapt off the arm of the recliner with a suspicious squelch. "You can probably, uh, get that dry before she comes over. I'll swing by tomorrow and you can tell me all the good bits, right? Have fuuun."

About five minutes before Penny was due to arrive, Billy had already spent several hours trying to clean up various greasy cumin-smelling remains that littered his flat – he was proud to be able to declare that it was curry, not gold, as some blog viewers might expect. Though the Evil League of Evil probably valued gold over culinary delights, Billy was sure that if they'd just give it a try...

Oh, who was he kidding. He just wanted them to sanction cumin as part of an essential ingredient to one's application.

"A week they've been watching and still nothing to show for it..." Billy mused, troubled. "Must move my attack on Captain Hammer up to tomorrow. Freeze Ray – operational. Weather forecast – optimal. Penny's approval...pending."

That was the real challenge, of course. His ribs ached in phantom pain at the mere thought of his girlfriend's possible lecture. While he hadn't broken any bones in his last encounter with Captain Hammer, his chest was still very tender. Highly successful the Wonderflonium heist had been, it had put Penny in danger. Maybe he shouldn't tell her about his plans for the Superhero Memorial Bridge dedication...

"Ow," he reminded himself sternly.

But then the time for such deliberation was past, as gentle knocks on the door snatched his attention back to the actual moment at hand. Billy rubbed his bare hands together nervously, fingers slipping over each other with sweat. He scooted over to the door, wiped his hands on his jeans and pulled it open hard enough that it bounced back off the wall. Charming smile, check. Suave greeting...

"Uh. Hi."

...a work in progress.

"Relax," Penny chided with a smile, "I'm not going anywhere."

It took some effort, but Billy managed to school his nervous giggle into a deep, though sinister, chuckle. Evil voice coaches don't exactly tell you how to laugh in a socially acceptable manner, ya know. Unfazed, Penny's smile widened and she leaned in to kiss him. This was something Billy figured he could handle, so wound his arms around her waist and pulled her closer into his chest.

"Door," he said when the thought occurred to him.

"It's not going anywhere either, Billy..."

"No, ah! Door!" Billy exclaimed anxiously and pried himself away, lunging to shut the door. "Gotta be careful with the landlady. Moist got busted the other day when he was seeing Switch out."

"I thought my block's 'no pets' policy was bad," Penny noted wryly.

"It's, um, not like that. The landlady has this...you know...thing about standards."

"What standards do you think she had in mind?"

Billy frowned, momentarily stunned as his girlfriend pulled him back into a kiss and started walking her fingers up under his shirt. Not that this wasn't resulting in some pleasant goose bumps, but it didn't exactly jive with his plans. Focus. He cleared his throat and found his voice several pitches higher than usual. "Right. Freeze Ray. The Wonderflonium was installed a couple of days ago...ha that tickles...no, stop it..."

"I've got you now," Penny whispered into his ear.

Reflexive laughter burst out over Billy's intended stream of dialogue and he bent over, gasping for breath as her fingers danced over a ticklish patch of skin. What was she doing? Here he was, trying to explain his latest device, and now she was doing something possibly illegal with her tongue over the nape of his neck.

"Freeze Ray," he wheezed again, in a vain attempt so steer things back to normality.

Penny's voice teased from somewhere above. "Did you say 'please more'?"

"No! Ah haha – stop – FREEZE RAY!"

"Can't it wait?" she demanded.

Billy skirted backwards into the wall and shook his head vehemently, tugging his shirt back down. His skin crawled still, but not unpleasantly. Kind of...tingly. There probably should be some time allocated to studying that, he decided. But right now, he had his current task to concern himself with.

"Right," he repeated firmly, "Freeze Ray..."

Morning sunlight snuck in through the grimy windows and cast a long shadow behind the Freeze Ray, as it perched proudly in the middle of the room. Standing next to it was the dark shape of Billy's shadow as he wrung his hands, watching the recliner hopefully. The sun slowly worked its way up onto Penny's face and she opened her eyes, blinking against the glare.

"I could make breakfast," Billy suggested.

Penny rubbed her eyes and shook her head. "Not hungry. I should get to the shelter."

Swooping over, he offered her his arm. The corners of Penny's lips tweaked upwards and she accepted his help to stand up. Patting herself down, she commented, "Seems kind of pointless for the neighbours to see me leaving in the same clothes this morning, if I didn't actually do anything."

"What do you mean?" Billy asked, lines forming across his forehead. "I thought you wanted to stay over and watch the great genius at work or something."

Penny gestured back towards the recliner. "I fell asleep."

"So? It got really late, and I guess you're not used to staying up late like I am, because most of my great ideas come at night and if I favoured sleep over my work, I'd never make any progress…"

"Oh, Billy." She smiled in frustration. "You are missing the point. I was hoping we'd have spent the night together."

Billy frowned, puzzled. "We did spend the night together."

"In your bed."

"You mean…" Two blue eyes widened. "…like spending some time French kissing o-or something like that?"

"Maybe a little more than that."

An awkward pause ensued. Billy shuffled his feet. "Oh, so um. Not French kissing. You mean…oh. I didn't realise. You didn't want to hear about Freeze Ray, how could I be so stupid…"

Penny moved forward to curl her fingers under his chin, raising his gaze to hers. Relaxing her smile, she assured him, "Not stupid. I think it's endearing. Don't worry too much."

"But…"

"I said don't worry."

Protests forming on his lips got chased away by another of her distracting kisses. Billy attempted to mumble something more, but Penny just kissed him harder. Caving, he was just preparing to succumb further into the thankfully mind-numbing warmth of her touch when Penny drew back.

"I'll see you later," she promised, "And I mean it. Don't worry."

Billy waited a good few seconds after she had exited his flat before kicking the wall.

"OW!" he snapped.

He regarded the freeze ray angrily and lifted his foot. Then he thought better of that ill-conceived plan.

The wall, once more – with feeling.

"Ow, ow, ow…"

Lead pencil drawings and blue prints covered the floor of Dr Horrible's secret lab, crumpled and discarded. The biggest pile ringed the Freeze Ray as it cowered forgotten in the corner. As for the rest of flat, it wavered in a vague orange glow as candles puffed gently from what should have been strategic locations around the main area. Billy spent some moments hanging back and glancing around at the candles.

"Probably should have used more..." he decided, then started wrestling with the two least cracked plates in his collection.

Several chills rolled up his spine when two knocks bounced off the door. Billy hurried over to it and valiantly threw it open, preparing to –

"Oh, it's you Moist."

"Of course it's me," Moist snorted. "Wanted to swing by and get the story from last night. Fun times, huh?"

Billy coughed uncertainly into both hands in an effort to hide his traitorous blush. Was he the only one who hadn't realised? He cleared his throat nonchalantly. "Not that it's any of your business, but Penny's coming over again tonight."

"Second time already? Nice work. They say you get to do the weird – "

"And it's still none of your business," Billy interrupted, pointing towards the door.

The candles closest to his friend fizzled out. Moist shrugged apologetically. "Sorry, man. You know where to find me."

"Moist..."

"Yeah?" Moist paused at the door.

"Thanks for checking in."

"Hey, what are henchmen buddies for?"

An exchange of grins, and Moist disappeared down the hall. Crossing his arms, Billy thoughtfully shuffled over to the door and peered out. And then found himself face to face with his girlfriend.

"Suave greeting," Billy blurted out.

Penny laughed. "A simple 'hey' is fine. What's the problem?"

"No...no problem. Just wanted to see you again is all."

Billy nodded and leaned over to rest one elbow against the door frame, beaming at her hopefully. She also crossed her arms. "So, you going to invite me in?"

"Wha – yes. Come in. I even made dinner...well I was going to make dinner, then I remembered I didn't know how. So I thought I'd go get some food instead but I wasn't sure what you wanted. There's this Indian place down the road and I figured I'd get some curry."

"Curry is perfect." Penny's enchanting smile reached to twinkle in her green eyes.

Billy opened his mouth to continue, but she used a kiss to settle that problem. A happy daze resettled in his eyes. Penny rested her chin on his shoulder, glancing around the room. She asked lightly, "All this for me?"

"I wanted to do it right this time," Billy said defensively, "And the candles seemed an obvious choice."

"Billy, you shouldn't feel pressured."

Tilting back his head to meet her eyes, he admitted, "I don't want to lose you."

"You can't lose me. I'm not going anywhere."

"But if I don't do this, and do it right, you won't know that I – I love – oh look at that, the yoghurt's melting..."

Billy hurried off towards the table, eyes twitching sporadically. Absently fanning himself with one hand, he fiddled with the frozen yoghurts before hiding them back in the freezer. Fingers tapped over his spine and he turned to Penny as she smiled gently at him.

"Red isn't your colour, Billy buddy," she told him, reaching up to press her cool palm against his burning cheek, "And just so you know, I love you too."

The only suitable response to that he figured was to start the kissing thing again, this time of the French variety. Billy took one of her hands in his and led fingers up under his shirt. He might have mumbled something about liking ticklish spots, but so far as he was concerned, if he didn't say it on his blog, it wasn't true. And then there was the rather impromptu stumbling across the room, stubbing his toes yet again but not really caring because Penny had somehow managed to free him of his shirt entirely and started murmuring across his collarbone and it felt so good...

Plates ending up in a noisy crashed heap on the floor – not so good.

Billy extricated himself hastily and whipped his arm out behind him to keep from falling over, but ended up knocking a candle off the table onto the floor. He yelped. "Fire!"

A gust of cool air whizzed past, and next moment he was bemusedly watching Penny stub out the dying flicker with her shoes. She raised her eyebrows at him. "Are you okay?"

"Needed to cool down a little anyway," Billy muttered breathlessly, "Um, dinner?"

Her expression became apologetic. "I don't actually eat meat."

"But the curries you make – "

"I only use vegetables when I cook."

"Huh."

Well, that was new, but really, did it matter...?

"Well, okay." Billy shrugged. "Dinner's a bust then."

"So how about dessert?"

The slow grin he could feel breaking across his face was probably a touch too obvious, but Penny was smiling back at him regardless. Something smart and logical should be said at this point, though Billy couldn't bring any to mind. Probably just safer to keep quiet. Billy nodded, slipped his arms around her waist and devoted himself to nibbling at her lips.

There are many ways to wake up of a morning. One of which Billy was enjoying as those first rays of sunlight returned, peering out between rebellious eyelids at the woman next to him. The second method, which he was just discovering as being highly undesirable, appeared in the form of his door rattling and shaking something fierce. Rubbing his eyes, Billy affected a disgruntled groan and waved over to the door.

The third method was the slightly horrific sight of his landlady in a bright yellow dressing gown waving a large tooth brush.

"You," she said.

"Uh...uh...hi," Billy replied, panic scissoring in his chest.

Her tawny curls bobbed violently as she shook the tooth brush at him. Then - "Nice goggles."

"Th-thanks, I think."

"Girlfriend likes the goggles, huh?"

Uncertainly, Billy reached up to adjust the goggles. "Yeah, guess so...look, about that – "

"Rent under my door – tomorrow." The toothbrush poked his ribs. "And you can tell that slimy friend of yours down the hall that next time he's entertaining female companionship he ought to keep it down. At least I don't have to tell you that."

Wordlessly, Billy watched her move to the next door down and start thumping her tooth brush. He shut his mouth with an audible snap. It wasn't until he returned to Penny's side that he realised, apart from the goggles crowning his head, he wasn't wearing much else.

"That explains why it was so cold..." he mused sleepily, burying his face in his girlfriend's neck.

"I don't actually know how I ended up wearing the goggles, but that's not important." Here Dr Horrible stopped and contemplated his camera for a moment. "What's important is that Penny says she loves me. And I return the sentiment whole-heartedly. This is the one. Right. Freeze Ray – I may have missed the bridge dedication last night, but the plan is solid. In a few days time..."

"Billy?" A distinctly different voice sounded from somewhere off screen.

Something approaching a pained smile flashed over his face. "Gotta go. Peace."