Sheldon quickly analyzed the situation; here he was in the arms of the most amazing woman, on Valentine's Day, in her bed, about to experience what he never had before. He was eagerly anticipating what would happen next, more so than anything in his life before this. Even the feeling of counting down the days to the release of the Phantom Menace, or Star Trek Generations didn't compare in the slightest to this.

Sheldon gulped slightly as he felt Penny's hand slide sideways across his stomach; his entire body tensed and then began to feel a warm tingle of sensations. He had his hand on her soft, incredible breast, and she was about to put her hand somewhere too. She held her hand against his stomach. He knew she was waiting for him to give the okay, to allow her to go where no one but he had gone before (well, aside from medical professionals). He blushed a bit at the thought but then thought of its wonderful physical implications; and wondered what it would feel like for Penny to touch him in that way. Although he was very nervous, the fact that she was in effect still waiting for his okay was one of the things that he admired about her - that turned him on even more than he thought possible.

He felt her slip one finger beneath the waistband of his briefs, moving it from side to side in anticipation, drawing it along his stomach in a wonderful type of movement that made him stop thinking for a moment. He let his body react in anticipation, however briefly. Having a superior brain such as his though; he quickly came back around and began kissing Penny deeper than before; increasing the level of intensity. It was his non-verbal message to her that yes; he was ready to take that next step.

She took Sheldon's new interest in kissing as the "Go" sign, took an anticipatory breath and slid her whole hand in. She had felt him getting more and more aroused all evening, but had politely taken her time getting to this point. Now that they were *really* at the no-turn around point, she liked what she was feeling. The smoothness, warmness and unexpected size of what her hand was sensing made her bite Sheldon's lip slightly; she really was beginning to lose control. She began to pull his underwear off, and he likewise hers; with a quick flail of legs, blankets and clothing, they were both completely naked and in each other's arms.

Sheldon had really almost lost all of his reasoning ability when Penny had touched him and bit his lip in response; he took this as a good indication that she was pleased with what she found. When she began to remove his bottoms, it forced him to really draw on his strength and his remarkable cognitive abilities. He began to feel, to analyze, and determine what to do next. As far as this evening had gone, he wanted to remember every sensation she was making him feel, every new shiver, urge and desire.

At this point, they were both naked, he could feel himself between her legs, and he could feel that she was showing all of the expected physical signs of arousal. Wow, he thought to himself, this is really going to happen. He took a moment to open his eyes, and really take in the picture before him; Penny, in all of her beauty, her blonde hair, her green eyes, her smile, the softness of her skin, they way her body felt against his, they way her hands felt on his body. His overly analytical brain had turned on for just a second to realize the physical implications of such a night as this; they were both virile specimens in the prime of their lives; conception may be likely at this point.

He took the initiative to be responsible, paused from kissing Penny and asked "Protection?" to which she replied,
"Don't worry Honey, I'm on the pill, and I'm otherwise clean". This news was exactly what the germophobe Sheldon needed to hear, the last barrier to fully committing to the physicality that was about to happen.

Penny wasn't worried about implications; she knew that Sheldon hadn't been with anyone else, and actually expected his question sooner than this. She admired his nerve to ask something like that in the middle of what was transpiring between them, and it actually turned her on even more - how uniquely Sheldon. She kissed him harder and with more fervor and he responded in kind. She felt his hand move towards her belly button, linger there and then move downwards. The sensation was like no other she had felt before; Sheldon certainly knew his way around the female anatomy. Why again was he so good at this? His fingers were warm and they deftly touched her, trailing up and down, being bathed in the wetness that she could not help, she was more turned on than she had ever been before. He placed one, then two fingers in her, and continued to move them in a smooth, intense motion, causing her back to arch and her to grab him close to her. It was like he knew exactly where to touch her, where she would respond the most intensely, the most physically. She needed him inside her, she needed to be satiated, and she couldn't wait any longer.

"Sheldon" she half whispered and gasped at the same time.

He knew that this was the moment that they both had been waiting for. He moved on top of her now, bracing himself above her with his elbows, his body positioned between her legs. He looked at her one last time, they stared into each other's eyes and he began to enter her, slowly at first; he could feel the heat she was radiating, it was all he could do to concentrate, to keep control of his physical self. She felt like a dream, better than he could have imagined how this would ever feel. He could feel her tighten around him at first but with every passing second he was able to delve a little deeper, go a little further than before until she held his entire length, he could feel her wrap her legs around the back of his thighs, pulling him closer to her; within her. She pulled his face closer to hers and kissed him deeply.

She hadn't expected Sheldon would be so big; but feeling him inside her was mind blowing. The way he slowly took his time, glided into her, how she could feel every sensation, the heat of their bodies together, her desire for him increase in intensity. She pulled him towards her and began to rhythmically move her hips, creating hot friction between them.

He responded to her movements, himself moving in response to them, with them, in perfect time and partnership to them. She could feel the sensation of him within her radiate to all corners of her body, like somehow there was a magical field between them that they were sharing, something special that only the two of them could create.

"Anhh" she breathed, in a pleasured response to his movements, the feeling intensifying within her.

He could feel himself losing what little control he had left. He quickly determined what he thought would be appropriate at this point, and he began to kiss her neck, to move his hands to her breasts. His mind was filled with analyzing new sensations and his reasoning ability was suffering. The purely physical side of him was beginning to take over. He was beginning to lose it. Quick, he thought, think of anything! As his brain battled with his body, he began to think of something easy for him, all of the elements of the periodic table in order.

Hydrogen, 1, Helium, 2, Lithium 3, what came next? "Mmm" escaped his mouth, he couldn't help it with the way she was making him feel.

Penny grabbed him closer to her, running her hands up and down his back and through his hair. It brought his head back down out of the clouds and once again brought the focus to her, every delicious second of it. This was a very pleasurable event, he deduced, not at all like he imagined it would be, and so many times better than he expected it could be. They were working together as a partnership, closer than they could ever be, contained within each other, responding to each other, responsible for each other. His feelings intensified, his arousal building, his senses heightened, not unlike a superhero with super-abilities. He began to move into her with more intensity than before, and she responded willingly.

"Aanh" she moaned, more loudly this time.

"Mmmm" - even louder. She bit his lip again. She knew that she was getting louder, that maybe the sound could be heard outside of the apartment. She didn't care.

She was heading towards the top of a mountain, the peak closer, within reach, the view becoming more and more satisfying the higher she got. The feeling of him inside her; his weight on top of her, the skill that guided his behavior, who he was, Sheldon, who she couldn't get enough of. Everything about him, they way he kissed her neck, her lips. The feeling had been building in her toes and now was more powerful than ever before. This wonderful man was responsible for driving her near and almost over the edge. She felt the feeling build more and more intensely, her heart beating more and more quickly, her breathing and his more and more heavy.

"Oh God" she murmured, unable to contain herself any further. She hadn't just jumped off the edge into the abyss below; she was running, flying to some place unknown, dangerous, uplifting, mystical; magical.

He had been trying his best to respond to her, to meet her physically, to give to her all he had; and he wanted her, needed her; required her. He too felt the intensity build within, but wouldn't let it relinquish him until he was sure that she was satisfied. His heart raced; his mind likewise until he heard these words from her. He could no longer resist, and felt himself succumb to the intensity, to the desire. He felt her shudder beneath him; he felt her pulsating around him, driving him insane with a pleasure that he was finding difficult for his analytical mind to process. He decided not to, and just let himself release, to collapse on top of her, to share in her release, her warmth, her beauty. The intensity, the intimacy of it all, he began to have emotions that he was not used to. They welled up behind his eyes. He kissed Penny's earlobe, her neck.

She wrapped her arms around him; could feel his tears on her skin. She held him close to her and just stayed in the moment, the feeling, the intensity, the newness; the overwhelming-ness of it all. She hadn't felt like this before with any of the other guys she had been with, never this open or vulnerable. What the two of them had shared was something special. She felt his breath on her neck get quieter as both of them slowly drifted off to sleep.

She awoke and looked at the moonlight streaming in through her bedroom window, the faint glow of light from the candles still burning in the living room, the soft red light from her alarm clock which read 2:35 am. The best of all the sights was the man beside her, sleeping against her; she felt a warm feeling wave over her as she realized again what had happened. A smile appeared on her face; she knew her life would never be the same, and she couldn't wait to figure out how the rest of the pieces that made up her and Sheldon would fall into place. This was by far the best Valentine's Day she had experienced, and yet she knew in her heart that the best was yet to come.

A/N: Thanks so much for reading! I found writing this last section a bit more difficult than expected, but I hope you enjoy nonetheless! I'm not sure if S/P *would* fall into bed so quickly, but its fun to imagine if they did :)