Leonard sat in his physics lecture, listening to the professor drawl on about stuff he'd already learned when he was twelve. He opened up his notebook, tuned out his professor, and wrote at the top, To-do List. Halfway through his list, however, he got distracted and began drawing little scribbles and lines at the bottom of his notebook. He started thinking about Penny and hadn't heard the professor call on Leonard to answer a question.

"Leonard. Leonard!"

He finally snapped out of his daydream with, "Ah! What? Huh? Sorry."

"Are you all right?"

"Uh, I'm fine. I-I was just thinking about something," he stuttered.

The professor raised an eyebrow. "Must've been something important. But please concentrate, Mr. Hofstadter."

"Sorry."

Friday morning, Penny walked to school, thinking about the night a couple days ago, and about how she felt something different while she was with Leonard. She was reluctant to call it an attraction, because she kept denying Sara's crazy notion that she had a crush on her best friend. She walked into her first period, shaking her head and smiling as she continued thinking about the same thing.

Halfway through the class, while all the students were quietly working on an assignment, the teacher walked up to Penny and dropped a note on her desk. She looked at it, and slowly looked up at her teacher, fearing that it was a bad note. But her teacher only smiled at her, turned around, and left, which thoroughly confused Penny.

She hesitantly opened the note, and read it.

I probably scared you with the note. I hope you don't mind. But if you can make it through today, then I'll make it up to you.

I know you go here after every class,

So this should be simple to pass.

Open it: thirty-nine, five, twenty-two,

And you will find your next clue.

P.S. I swear I'm not a stalker.

Penny couldn't help but giggle at the last part of the note, but she had to admit that it was kind of creepy that this person knew her locker combination.

She shortly realized that it was probably the rumored prom stunt she heard about. One of her friends spilled to her that one of the football players was seriously eyeing her as a prom date and was planning some scheme like this. She quietly groaned, because in all honesty, she didn't want to go with him. She didn't want to go with anyone, as a matter of fact. Even though it was her senior prom, she just wasn't in the mood. Not since Leonard left. Penny was already planning out how she would say no to him. In fact, she was considering not showing up to where he was waiting, wherever he might be, but she figured that might be a little too cruel.

When the bell rang, she went to her locker and opened it, only to find a small teddy bear holding what was probably her next clue. She rushed to her next class and opened it.

Oh, good. You found it. Don't worry, I didn't think you wouldn't.

Third period biology is up next for you.

I know you'd rather have something else to do.

I'm not suggesting you should skip,

But I can still send you on a little trip.

Forward three, left two, forward four.

Look under, and you will find more.

She started thinking about what he meant. She spent the whole class coming up with what she can "look under" in a classroom. Once the answer came to her, she realized it was pretty obvious and quietly slapped her forehead.

Penny's third period was right next door, so she didn't have to worry about someone else finding her little "surprise" first. She walked in and followed the directions. Walking over to one particular desk, she looked under, and found a single rose and another clue taped to the bottom of it. Penny twirled the rose between her fingers. This guy was sweeter than she thought he was. She didn't expect something so charming and elaborate from some quarterback jock.

I'll give you a little something to do this period and the next.

Figure out this simple puzzle, and you will see a destination in text.

Go there during lunch, and you'll find something more.

A little something for you, and perhaps another "chore."

20-8-5

18-5-4

2-5-14-3-8

9-14

20-8-5

17-21-1-4

Penny started writing out the first, most simple code that came to mind and spent almost the entire class time half decoding his message and half listening to her teacher. She stuffed the paper in her pocket when she was done and waited for lunchtime to arrive.

She didn't bother getting her lunch, Penny just headed straight to the one red bench that sat in the middle of the quad. After walking around, surveying it, she found something shining in the sunlight. It was a heart-shaped locket. When she opened it, there was another note, very tightly folded up.

You're almost there. Only two more classes to get through. I won't make you solve anymore riddles. Just finish the day, and I'll be there.

The only thing that ran through Penny's mind was, Crap, now everyone's going to see him asking me. I can't say no. But I don't want to say yes.

Penny nervously tapped her pen against her leg for the next two classes. She knew it was coming, and wished that she could just crawl away and not have to deal with it. But she refused to be a coward. She knew Leonard would have told her to go through with it, no matter the consequences.

She began biting her pen as the clock continued ticking away. She was so much in another universe that when someone knocked on the door and the teacher asked Penny to open it because she was sitting next to it, she didn't hear him.

"Penny. Penny. Penny!"

She finally snapped out of it and dropped her pen onto her desk. "Yes? I'm sorry."

He looked at her sternly. "Would you get the door, please?"

"Oh. Sure."

She got up and opened it. But she certainly did not expect to see the person who was standing at the door.

"Oh. My. God."

Her surprised reaction got the entire class interested, and they leaned over to see who was at the door.

"Hi, Penny."

Leonard was standing at the door, a bouquet of flowers in his hand. He was dressed neatly in a suit and tie. His hair was slightly slicked back, and he had a happy, but somewhat nervous grin on his face. He was holding a bunch of roses in his hand, which he quickly handed to her.

She took the roses, but her jaw was still hanging. Nevertheless, she managed to choke out, "Leonard? Wh-what are you doing here?"

Now the entire class had gathered behind Penny, as the teacher leaned against his desk and smiled.

"Um, well, I'm not really good at this whole thing. Because I've never done it before." He shrugged and chuckled. "So I guess I'll just say it. Penny, will you go to prom with me?"

The class aww'd in unison and Penny's dropped jaw slowly formed into a huge grin. She started tearing up from the sheer happiness and excitement.

Leonard hadn't expected Penny to scream "yes" and pounce on him, so when she did, he yelped and fell backward onto the ground. She hugged him as tight as she could. Once Penny got some of the excitement out of her, she helped Leonard up from the ground. But she couldn't help hugging him one more time before he left to wait for her.

When she got out of class, he was standing on the sidewalk at the side of the school, waiting to walk her home. Penny was still beaming and holding the bouquet in her hands. She took Leonard's arm as they started to walk home.

"That was really sweet of you, Leonard."

"Aw, well, I'm glad you liked it. I hope the riddles weren't too hard to solve."

Penny giggled and held him closer. "No, they were perfect."

"Oh, good."

"I knew I was being asked to prom, but I can't tell you how glad I am to find out that it was you!"

He looked at her, slightly confused. "What does that mean? Who else was gonna ask you?"

"It's not important," she grinned. "You look really good in that suit."

"Oh. Heh. Thanks." Leonard turned bright red, making Penny giggle.

Penny had a smile plastered on her face for the rest of the day. Her parents were more than ecstatic when they heard, and Leonard's parents were…the way they always were. Leonard called his sister to let him know that he asked her.

She squealed over the phone, "Finally! It's about time you guys went on a date!"

Leonard was still in a little bit of denial and attempted to refute her claim. "It's not a date, Ally."

She giggled. "Right. That's why you're her prom date."

He sighed. "Fine. Call it whatever you want, we're just going to prom together."

Allison scoffed. "Hell, prom is even more romantic than a date!"

"Ally! Stop it!"

Leonard and Penny went to find a dress and a suit together, since Penny insisted that they match. Leonard didn't get why, but assumed it was a girl thing.

"So what color do you want to match in?" Penny asked while in the car.

Leonard shrugged. "I dunno. Whatever you want."

Penny rubbed her chin in thought. "Hmm. How about a cool dark blue?"

"That sounds ni—"

"No, there's gonna be a lot of people wearing blue." She shook her head. "And I want us to stand out." Penny flashed a grin at Leonard, who smiled back at her. "What's a good color that stands out?"

"Well, okay. How about—"

Penny gasped. "What about gold? That would be so pretty!"

Leonard nodded, smiling. He paused before speaking, in case she had something else to say. "Gold is a very nice color."

"It is, isn't it?" Penny became giddy as she imagined what her dress would look like. She wanted it to be perfect, since she would only be going to a senior prom with Leonard once in her life.

Once Leonard stopped the car, he asked the question that had been bugging him for a while.

"So…how are we going to match? I'm not getting a gold suit, am I?"

Penny cracked up, holding Leonard's arm in her hand. He blinked her, confused.

"No, Leonard! We're gonna get you a gold tie. And if we can find one, a gold vest." Leonard had an oh-I-see-now look on his face. "Besides, I doubt we would be able to find a gold suit someplace other than a costume store."

"Yeah, good point."

They entered a store to get Leonard's suit. He walked around with his hands in his pockets while Penny looked around and asked someone for help. She told them his size, and they went to the back of the store to find something. Penny walked to where Leonard was sitting and sat down next to him.

"You know," Leonard turned to her. "I don't think there's going to be a whole lot in my size."

She gave him a look that he recognized far too often. "Leonard, stop it. You're not that short."

"Really?" Leonard said sarcastically. "Then there must be another reason why everyone calls me 'shorty.'"

She lightly slapped his arm. "Stop it!"

Leonard laughed, and before the conversation could continue, the person helping them showed up with some suits.

They spent a good half hour deciding which would look best on Leonard, and after purchasing it, they were off to a dress store for Penny.

When Penny requested that they see all of the store's gold dresses, they were practically sitting in a pile of gold cloth. Leonard would hand one dress to Penny for her to try on. She would walk out and twirl around, asking him how it looked. Nine times out of ten, Leonard would tell her that it looked amazing. He wasn't lying, she looked amazing in all of them, but Penny thought he was just being nice. Once they got near the end of the pile, Leonard was almost half asleep, but Penny was still just as perky as she was three hours ago.

Penny walked out with a semi-short dress, revealing her perfect legs and arms. Leonard sat up and stared at her. He gave her a once-over about three or four times.

"So? What do you think?" She put her hands on her hips and smiled.

"Th-that looks…you look…incredible."

Penny could tell when he was being serious, and she knew he was being very serious.

"Well, I guess this is the one!"

He was still in a daze. "Yeah. Yeah…sure. Okay."

Penny giggled as she dragged him toward the cashier.

The next several days, waiting for prom, were some of the longest days for Penny. Leonard had gone back to his dorm, so she was forced to not see him for a few days. Still, he was always on her mind, and she was always thinking about her relationship with him. Her friends were constantly talking to her about how her relationship could become a relationship. Penny was still uncomfortable talking about it, but she was eventually warming up to the idea.

She began to imagine what life would be like if she were Leonard's girlfriend. She thought about all the things that Leonard had done for her and with her while they were just friends. She thought that Leonard was already a perfect boyfriend, without actually being anyone's boyfriend.

The day before prom, Leonard was able to come back home. His classes were over, so he could spend the entire day with Penny. They mostly talked, catching each other up with everything that was going on. Penny told him numerous times that she missed him, and each time, he responded with, "I missed you too."

That night, Leonard was over at Penny's. With the light off, they looked up at the stars, Leonard pointing out other constellations, some new and some old. Penny still enjoyed hearing about the old ones because he always added some new, fascinating detail to it.

When Leonard ran out of constellations to point out in the small view of the window, there was a silence. All they could hear were crickets chirping, the wind blowing, and Penny's clock ticking. Penny turned to look at Leonard. When he noticed that her eyes were on him, he slowly turned his head. She kept staring into his eyes, making Leonard blush. Thankfully, she couldn't see it, since the two of them were only illuminated by the dim moonlight.

But now he could feel her breath on his cheek. His heart pounded faster, and Penny leaned in a little closer. Penny wondered for a second if Leonard's heart was racing as fast as hers. She stopped about an inch from his face and continued to look at him, while Leonard's eyes had dropped to the floor beneath them. Without thinking, Penny gently laid her hand on his leg.

She didn't want to scare him, so she said, "The stars are really pretty tonight."

Leonard took a sharp breath and added, "Yeah. They are." He gulped silently and tried to fill the intimidating silence. "Did you know…that t-the stars up there that we're, you know, seeing…some of them aren't there a-anymore? Because…light…it takes light a long…long time to travel down to Earth. By then, a few of those stars…w-would…be gone."

Penny still didn't take her eyes away from Leonard. "I didn't know that. I always learn something new when I'm with you, Leonard." She smiled.

He could still feel her hot breath on his cheek, and was still hesitant to look up at her. But it wasn't long before the nervous, semi-romantic setting was broken.

"Penny!" Her mother called from downstairs. "It's time for bed! What are you doing?"

"I'm looking at the stars with Leonard!" She took her hand off his leg and flipped on the light.

"Don't stay up so late! You have prom tomorrow, and all!"

"Kay, Mom!" She turned back to Leonard. "Um, well. I guess that means I'll see you tomorrow."

Leonard was wide-eyed, blinking. "Uh, yeah!" He cleared this throat and stood up. "I-I'll see you then."

They departed with a hug, and Leonard went downstairs to leave. He said his farewell to both her parents and they returned the same.

Leonard quickly went to bed, but didn't fall asleep yet. He stared at the ceiling and replayed what just happened ten minutes ago over and over in his head. He couldn't seem to deny it anymore. It was a crush.

Penny picked up her phone and texted her friend after Leonard left.

Yeah, I'm definitely attracted to him.

She replied with, I knew it.

The day of prom, Penny woke up bright and early, excited for the day's events. She didn't know what they were going to do, but Leonard told her that he had a few things planned for them. She got dressed in a shirt and jeans and ran next door.

Leonard's parents weren't home, which was typical, but his brother was. Michael let her in and told her that Leonard was still upstairs.

She knocked on his door, and when she got no answer from him, she quietly let herself in. Leonard was still asleep, sprawled out across his bed. She didn't want to scare him again, so she shook him awake. He mumbled something incoherent and opened his eyes. All he saw was someone with blonde hair tied back into a ponytail. He squinted confusedly, which made Penny smile.

"Penny?"

"Good morning!"

"Wha—what time is it?" He turned to look at his clock. He knew it must have been early, since his alarm hadn't even gone off yet. "It's 5 AM! Why are you up so early?"

Penny sat down next to him on the bed.

"I couldn't sleep. I'm so excited about today!"

"Oh. Well, me too." He smiled at her. "But I'm still tired, so good night." He rolled over and threw the covers over his head.

"Leonard! Don't leave me hanging!"

"You can stay here, I'm just gonna sleep until my alarm rings at a sane time."

She protested with a groan and proceeded to smack him lightly with one of his pillows.

"Ow," he said in a deadpan voice. "I can't sleep if you hit me."

"Good." Penny continued smacking him with the pillow.

"Pen-ny," He groaned, but she continued to hit him. "Okay, okay! I'm up, I'm up!" Penny giggled as he rolled off the bed.

He got changed as she played around with the things on his nightstand. She always loved looking at all the physics, sciency stuff around his room. Although she didn't know too much about them, she could always ask Leonard, and he would enthusiastically explain it to her.

A few minutes later, Leonard reentered his room, wearing what he always did. His converse, corduroy pants, a sciency t-shirt, and a hoodie. She always overheard the girls at school say that he looks so geeky and plain with those clothes. But she saw nothing wrong with them. It was who he was, and she didn't want to change him. He didn't need to be changed.

"You ready?"

Penny nodded and they both got into Leonard's car.

Leonard first took Penny out for breakfast. He actually hadn't planned breakfast, but since she woke him up so early, he thought he might as well get her something to eat. He remembered one little breakfast place he went to a few years ago with his sister and drove her there. They both ordered the same thing, like they almost always did.

He munched on his bacon and eggs and gulped down half of his glass of orange juice.

"Wow, you sure are hungry," Penny teased.

"What?" Leonard asked with a mouthful of pancake. "This stuff is good."

She softly giggled. "Yeah, it is. So are you excited for tonight?"

He nodded, his mouth still full with food. Once he washed it down with more orange juice, he said, "Of course I'm excited." He paused for a second. "It's not weird that you're going to prom with a junior in college, is it?"

She popped another forkful of eggs in her mouth. "Well, you're only a year older than me. You just seem older because you're a 'junior in college.'" Penny grinned. "Though I have to admit, when people asked me who my prom date was, and I said that you were a junior in college, they were totally weirded out. Until I told them that you were just really smart and graduated early." She grinned proudly.

"You tell everyone that I'm 'really smart?'" Leonard blushed.

"Of course!" she chirped.

"Aw, you don't have to tell people that." Leonard looked back down at his plate and started poking at his eggs, embarrassed.

"Why not? It's true."

"Not necessarily."

"I swear, I'm gonna slap you for being so modest."

Leonard drove Penny back home an hour before they were supposed to leave for prom. She went inside to get ready with her mother, and she refused to let Leonard in. He didn't know why, but assumed again that it was some girl thing.

Allison was home when Leonard came in, and she was smiling from the moment he walked in.

"What?"

She shrugged. "Nothing."

He narrowed his eyes at her. "You're smiling. Again."

"So what? I can't smile?" Her grin became wider.

"Not like that. You look too suspicious." Leonard didn't give her a chance to answer; he went straight into his room to change.

It took him about five minutes to get into his suit. When he came back down, Allison adjusted his tie and brushed off his suit.

"You're not gonna do anything with your hair?" She ruffled his hair.

"Hey!" He swatted away her hands. "You're messing it up."

"It was already messed up!"

"It was not!" He attempted to smooth his hair back down. "This is the way it always is."

Allison rolled her eyes. "Come here."

She pushed Leonard by his shoulders into the kitchen. She used some water from the kitchen sink to smooth his hair down before ruffling it slightly so it was more curly than straight.

"There." She turned Leonard around so he was facing the microwave. He saw himself in his reflection and leaned in a little closer to get a better look. "What do you think?"

He shrugged. "It looks pretty good."

"Oh admit it, you think it looks awesome." She pinched his cheek.

He made a motion to tell her to stop pinching him. "I think it looks just fine," he responded through clenched teeth. He didn't want to admit to her that it actually looked pretty good, because he knew she would tease him more than she was already.

"Mhmm." She nodded knowingly. "So do you have a corsage for her?"

"Of course I do." He walked toward the refrigerator and pulled out a plastic box with a yellow corsage.

"Aww." Allison clasped her hands together. "You guys are gonna look so cute together."

The doorbell rang, and Leonard practically dropped to the ground from the combination of surprise and nervousness. He quickly stuffed the corsage into Allison's hands and ran to the front. He stood in front of the door and took a deep breath before opening the door. Allison crept up behind him, but kept out of sight, so she could see the two of them.

Penny looked even more beautiful in her dress, if it were even possible. The shiny, golden cloth moved slightly with her movements and with the gentle breeze. The sequins shined in the sunlight and seemed to make her sparkle. She didn't have much makeup on, which Leonard liked. He always thought she was more beautiful without makeup. She didn't need all that fake, unnatural stuff to make look "prettier." Her hair was partially tied up, so some of her hair brushed her shoulders. It seemed to shine in the sun as well, and it was slightly curled, so it bounced as she moved.

"Hi, Leonard." She smiled her perfect smile.

Leonard's breath was taken away, so he could barely choke out, "Hi, Penny. Y-you look beautiful."

"Aww, thank you!" She gave Leonard a once-over. "You look great in that suit! And I love your hair. You look cute with curls." She grinned.

"Oh, heh. Thanks." Leonard blushed, becoming a deep red tomato within seconds. "Uh, come on in." He opened the door wider and stepped to the side so she could enter.

"Thanks."

Leonard closed the door and said, "I'll be right back."

He went to the kitchen, where Allison was still waiting. She was grinning again, and practically jumping in excitement.

"She's so pretty!" Allison exclaimed.

"I know," he responded as he took the corsage from his sister.

Leonard walked back to where Penny was waiting and when she saw the corsage, her mouth dropped in joy.

"That's so pretty! Aw, you're so sweet, Leonard!" She held out her hand as he put it on.

Leonard's hands were shaking ever so slightly as he took her hand in his and slipped the flowers onto her wrist. All he could think about was how soft and gentle her hand was.

When he looked up at her, she was looking into his eyes and smiling.

"We should get going." Leonard put his hand on Penny's back to lead her out of the house.

Allison popped out of the kitchen and yelled to them, "Wait! I need a picture of you two!" She pulled out her camera as Leonard glared at Allison and Penny giggled. "Come on, stand together!"

Leonard put his arm around Penny's waist as she laid her hand on his shoulder. She leaned her head toward his and smiled sweetly. Leonard put on the best smile he could as his sister snapped a picture.

"Bye, Ally."

"Have fun you guys!" Allison peeked through the window as she saw Leonard help Penny into the front seat. She couldn't help but grin excitedly.

Once Leonard and Penny got to where the high school prom was being held, Leonard took Penny's hand and helped her out of the car. She had a smile plastered on her face the entire drive, and didn't stop smiling even after they got out.

"Wow, this place is gorgeous," Penny gasped when they got inside.

Leonard looked around. "Yeah, they really spruced this place up, didn't they?" He pointed to a corner of the room. "There's our table over there."

He led her to her seat and sat down next to her. They didn't move from their seat for about the next hour, since dinner was served, and they both ate rather slowly, to savor the time between each other.

He couldn't help but sneak glances of Penny ever so often while they were eating. Penny would do the same to Leonard, and when they both caught each other stealing a glance, they would blush and chuckle lightly.

Once they were both done eating, Leonard brought Penny to one particular section of the room and sat down on a bench. They were out of sight of everyone else, and it was finally quiet.

Leonard sighed in exhaustion. "Um, I just thought you'd want to get away from all the craziness."

Penny laughed. "You read my mind. I was getting tired of all the noise." She leaned her head against Leonard's shoulder and played with her corsage. "Hey Leonard?"

"Yeah?"

"Are you having fun?"

Leonard looked down at her. "Well, yeah, of course. Why would you ask that?"

She shrugged. "I don't know. I know you overheard when those guys were talking about us. And I don't know—maybe it bothered you."

"Oh. Well, no, I didn't mind that. I just ignored it." He saw her frowning. "…I think the better question is, did it bother you?"

She looked up at him for a second. "Maybe. I don't know. It's just—I don't like hearing that stuff. I don't know why they think I couldn't possibly be your prom date."

Leonard wrapped his arm around Penny and pulled her in closer to him. "Don't let it bother you. Some people are just judgmental. They wouldn't understand what a real…y'know, friendship is." The word "relationship" had run across Leonard's mind, but he was reluctant to say it, as he was afraid that Penny wasn't quite where he was.

"Yeah. Yeah, you're right."

"You wanna go take a walk?"

She smiled again. "Sure."

Leonard took Penny by the hand and led her outside. They both felt instantly relieved from the stuffy room. The night was cold, but not too cold. Nevertheless, Leonard took off his jacket and wrapped it around Penny's shoulders. They linked fingers and walked around the building before going back inside.

By then, the DJ was playing some softer, slower music. Penny asked Leonard an hour ago if he wanted to dance, but he refused, saying that he was not a good dancer. Although Penny did secretly want to dance with him, she wasn't bothered. She didn't want to take him out of his comfort zone, since he was already generally shy.

But now that the night was nearing an end, Leonard didn't want to take the opportunity to dance away from Penny and he asked her, "So, um, do you want to dance?"

Penny looked at him, initially surprised, since she knew how much he didn't want to dance, but shortly after, she broke out into a smile and took him by the hand and led him out to the dance floor.

They faced each other; Leonard put his hand around her waist while Penny laid her hand on his shoulder. As the music played, they leaned in closer and closer to each other, until Penny's head was on his shoulder.

Leonard took a few deep breaths, and his heart beat a lot faster than he thought it would. And he knew that Penny could feel it, since her chest was up against his. Leonard knew that if he didn't tell her soon, that he might never get the chance to.

"Hey, Penny…"

"Mhm?" Penny's eyes were closed, and she was more than comfortable with her head on his shoulder as they gently swayed back and forth.

He sighed nervously. "This might be my immaturity speaking here, and I know we're young, but I…I think I'm falling for you." Penny opened her eyes and lifted her head off his shoulder. She looked at him, surprised. In response, he spoke faster and faster. "And you know, I'd completely understand if you got freaked out right now and ran out of the room and—"

Penny immediately smiled and put her finger on his lips to make him stop talking. "Shh."

She slowly took her finger away and leaned in, planting a small kiss on his lips. Leonard was frozen in position, his face quickly becoming a deeper and deeper shade of red.

Penny broke the short silence between them. "Admitting you're falling for someone doesn't make you immature. Especially if that person is falling for you too."

"…Really?"

She nodded as she stared into his eyes. She couldn't help but notice that his eyes sparkled, even in the dim light. They were so soft and welcoming, and instantly captured her heart.

Something was different that night. Though she couldn't quite figure out what it was, it made her happy. Penny lay her head back down on Leonard's shoulder, and they danced, hand-in-hand, for the rest of the night.