"Here goes no mercy."

Dr. Horrible stares down the barrel of the Death Ray, and wills himself to squeeze the trigger and end Captain Hammer, once and for all. The two men stand there, face-to-face, Captain Hammer completely frozen in time; Billy shifting with restless energy. And yet, no matter how much he fidgets, he can't seem to make his finger close over the trigger. Just one little twitch, and he'd be in the Evil League of Evil, people would be safe from Captain Hammer's so called "heroics" and the smug jerk wouldn't be able to hurt Penny anymore. Just one little twitch.

A hand lay on his arm. "Billy?" He turns to see Penny standing there, her face carefully neutral with an undercurrent of fear. And that's when the whole world fell apart.

He had always thought that Dr. Horrible would be the one to win Penny over. Sure, if he was completely honest with himself, a part of him knew that Penny might be upset about the whole "villain" thing, and she definitely wasn't going to be pleased that he was killing people. But in the end, it had always seemed a question of when Dr. Horrible would win her over not if. Being Dr. Horrible allowed Billy to be everything he usually was without the loser parts to go with it. Dr. Horrible was self-assured, confident, he was capable and cool even. And scary don't forget scary, whispers a traitorous voice in the back of his head.

"Billy, is that you?" Somehow he hears Penny's question around the sound of the world crashing to pieces and manages to nod in response. "Okay Billy, why don't you just put the gun down? You don't want to hurt anyone."

"Yes I do," he replies in a whisper that wouldn't really convince anyone. Billy really doesn't want to hurt anyone after all; he's never wanted to hurt them.

"No you don't," she replies, her voice low and soothing, like she's talking to a wild animal. "Put down the gun Billy, there's no reason to shot him."

"No reason? He's using you Penny; I have to stop him!" he cries with all the vehemence he was looking for earlier. Penny's face registers shock and then a flash of other emotions, gone too quickly for him to recognize. Finally she regains her careful neutral expression, but somehow this time it looks unbearably sad.

"Maybe he is, but that doesn't mean you need to kill him; I don't want you to kill him." She grasps the Death Ray and he lets it slide into her hands. He could never deny her anything she really wanted. She stands there, looking awkward holding the gun, before carefully laying it on the floor. "I'm going to call the police. You-you should go." He nods numbly. He really should go; there was nothing left for him here.

He walks up to the Freeze Ray and Penny, busy on her phone call, makes no move to stop him. He contemplates taking it with him before deciding to leave it there. Technically the machine worked perfectly, but somehow it feels like a total failure.

His hand is on the door handle when he pauses again. He hears Penny hang up the phone and he echoes back his earlier words to himself. Heads up Billy buddy, there's no time for regrets. "Penny," he calls, causing her to start and look up at him. Their eyes lock and he almost can't force the words out. But this is his last chance, his only chance to tell her and he won't waste it. "I love you."

"I know," she replies and she smiles like her heart is breaking. Billy can feel his own broken heart shattering into a million irreparable pieces, but somehow he manages a smile in return before he walks out, closing the door behind him.

Two days later a man is found dead in his apartment, with a conspicuous horseshoe left next to the body like a calling card. The day after that just a few blocks away a woman is sobbing alone in her home, clutching a newspaper and whispering over and over again, "I love you too."