I really enjoy this pairing, not sure why. Been a while since I wrote a romance piece, never mind a LT fic. The idea for this came from watching Carrotblanca a while ago. If you watch it you might understand the reference that revolves around this story. If not, I'll explain it at the end of the story.

All characters belong to Warner Bros.

What Matters

"Penelope! C'mon, wait up!"

Sylvester cried, running after the French beauty. She said nothing, keeping a hand over her mouth trying to smother the sobs that threatened to escape it and quickened her pace. Sylvester tried to catch up but saw her large fluffy tail disappear behind the sliding doors of the elevator. He darted over to catch it before it closed but was too late. He cursed loudly at his reflection in the silver steel coating causing several people in the lobby to stare at him.

"Sylvesthter! Wait up!"

The tuxedo colored cat growled in annoyance and turned to a guilty looking Daffy Duck, jogging up to him.

"Don't even start Daffy." He warned in a low and hostile growl. Sylvester looked to elevator and saw that the numbers above the doors were still going up.

"The hell with it…" He muttered and headed towards the stair well. He was stopped by Daffy who lightly grabbed his arm.

"I'm sthorry." He said. "I never meant to hurt her feelingsth like that. We didn't want-"

"Daffy," Sylvester hissed, cutting him off, "You can be a real prick sometimes, you know that? If I didn't have this to deal with I'd kick your ass all over this damn hotel."

He yanked his arm free of mallard's grip who winced at the cat's words and watched him open the door to the stairwell. Sylvester started up the steps at a fast pace, his dress shoes making it murder on his heels. Daffy watched him dash up he spiraling stairwell and called out after him,

"But you're on the twenty sixth floor!"

"I know that asshole!"

Floor after floor, step after step Sylvester ran, a coating up sweat breaking through his skin and dampening his fur. The toon could feel his calves starting to cramp up and the back of his heel was starting to feel raw but he pressed onwards. As he continued his journey, the night's dramatic events started to replay in his head.

Sylvester sat on the bed, his tail twitching back and forth slowly as he counted the colorful tiles on the wall of the hotel room.

"Soixante-dix huit, soixante-dix neuf…uh…what's eighty Penny?" He called out.

"Quatre-vingt." Came a muffled voice from the bathroom.

"Ah."

Sylvester heard the bathroom door click open and he stood up, flattening any wrinkles out of his navy blue suit. At first he found himself staring at an empty doorway but slowly, the occupant emerged forth.

Penelope stepped out, her face red with shyness and embarrassment. The similar colored feline was wearing a deep scarlet dress that hugged her form, outlining the sharp curves of her body while a slit in the left side of the dress showed off a sender leg. The top of the dress connected to her neck by a slender collar that left her back exposed. She rubbed her arm nervously and tried to avoid his gaze.

Sylvester stared at her with a dumbstruck expression his face, his heart pounding in his chest. He walked over to her, giving another look over and a rather large smile appeared on his muzzle.

"Wow…just…wow." He whispered. Penelope's blush deepened and she tried to look him in the eyes but found she couldn't. He tipped her chin up with his finger, making her look at him.

"You're absolutely beautiful."

Penelope couldn't help but smile at him as she leaned forward and touched his lips with hers ever so gently. Sylvester snuck his arm around her slender waist and pulled her closer to him. Penelope sighed into the kiss at the feeling of his thumb gently rubbing her bare back just above the waistline of the dress. He broke away, giving her another smile.

"Ready?" He asked.

Penelope swallowed a lump forming in her throat and nodded.

"It'll be fine. I promise." The taller cat said, softly stroking her cheek. "I know." She replied timidly.

Sylvester grabbed her hand and the two toons left their hotel room and shuffled into an elevator with the other guests. They slowly descended down the shaft, the sound of feet shuffling and a dull but relaxing tune emanating from the speakers above. Penelope tensed up at the close space between bodies but a gentle squeeze from Sylvester made her relax. After what seemed like forever, the elevator came to a stop, the doors sliding open to reveal the main lobby. The guest eagerly stepped out, grateful to have some elbow room.

Sylvester and Penelope made their way to a rather large dining hall where a sign was posted near the entrance.

"Celebrating 81 years of Hilarity and Hijinks. Looney Tune Appreciation Night."

The hall was an ocean of toons and celebrities alike. All were dressed to their finest and it seemed like everyone had a glass of champagne in their hands. A long buffet table stacked with gourmet foods occupied the far right side of the room while a large dance floor near the front was currently being used as an orchestra provided the gentle rhythm of percussion and strings.

Sylvester looked to his date whose eye's darted back and forth from person to person, her left ear slightly twitching. He tightened his grip on her hand and led her to the dance floor.

"Don't you want to see your friends first?" She asked.

"They're OUR friends and we can see them after. But right now," He paused to pull her into an embrace.

"It's just you I want."

Penelope found herself turning a shade of crimson once again that night from words she wasn't used to hearing. Sylvester just smiled again and started to lead her into a dance that matched the music perfectly. She rested her head in the crook of his neck, letting him lead her and just enjoying the warmth of his body against hers. Sylvester breathed in her scent deeply, a soft purr starting to rumble from his throat.

The two carried on like this for the duration of the song which lasted a good seven minutes, all the while completely oblivious to the other dancers around them. It arose a feeling in Sylvester he couldn't quite explain. Like lightning was flowing all throughout his body.

It was the best feeling he has ever had.

Before they knew it, the music had ended and slowly they pulled apart. Penelope smiled warmly at him.

"I never knew you were such a good dancer." She said, the hint of her French accent popping up at the last word.

"You're just used to seeing me with a stick of dynamite being shoved up my nose."

Penelope laughed. A small, almost silent thing, like the coo of a dove. Music to his ears.

They left the dance floor and had to slowly make their way through the crowded dancers. Sylvester could feel Penelope grip a little tighter on to him as people or toons brushed by them. The alley cat looked over the crowds and spotted a familiar pair of grey ears sticking out like a bizarre set of periscopes. Smirking, Sylvester led Penelope over, passing by Elmer Fudd who was engrossed in conversation with Clint Eastwood.

"That Gwan Towino movie sure was a mighty fine picture Cwint. Alwo it would have been better if you was fighting wabbits."

"Look Fudd, I don't tell you how to speak like a regular person so don't tell me how to make movies you bald headed weirdo."

Sylvester spotted the ears again, this time attached to the oh so famous gray hare wearing a rather expensive tux. He noticed the two feline's heading over and turned to who was currently conversing with.

"S'cuse me Tim . I see some friends dat I need to catch up wit'." He said and turned to leave.

"Think about my offer Bugs! You as the Easter Bunny who has chronic depression and is haunted by the dull and monotonous job that is delivering eggs! Johnny Depp will play your brother in law!"

"Of course he will." Bugs muttered with a roll of his eyes. Bugs and Sylvester shared a large smile as they approached each other and embraced each other in a hug.

"Sylvester you old flea bag, how are ya doc?" The bunny asked.

"Good Bugs, good. I hope we weren't interrupting anything."

"Nah. I was looking for any excuse ta get away from Burton. Da guy kinda weirds me out." Bugs chuckled. He looked over and saw Penelope who almost seemed to be hiding behind Sylvester.

"Aw Kitty," Bugs said softly and held out his arms. "You know ya never need ta be shy 'round me."

Penelope smiled with embarrassment and hugged him.

"I know." She replied with nervous laughter. Bugs pulled away and looked her over. He gave her a sly grin and said,

"You're one beautiful gal, ya know that? I gotta confess, I'm jealous of ya Sly."

Sylvester laughed and crossed his arms around his chest. "Believe me Bugs, I can't believe she wastes her time with a bum like me."

"Stop, please…" Penelope murmured, her face now as red as Sylvester's nose. Bugs gave her another warm smile and a gentle squeeze on the shoulders.

"You're a sweetheart Kitty. Don't eva change." He told her. The feline beauty could only nod as she found no words to respond to the kind ones that graced her ears. Bugs turned back to Sylvester and gave him a friendly slap on the arm.

"I'm glad you could make it Sly. I haven't seen some of da old crew for a few years."

"I know. It really doesn't seem that long ago we were doing the old shtick every week does it?"

"You said it doc." Bugs grinned with the shake of his head. It was then a low rumbling sound was heard from the rabbit's jacket. He reached inside the left breast pocket and pulled out his cell phone.

"S'cuse me guys. I gotta take this. I'll see you two in a bit. Go have a drink and mingle." He said with wink and walked off to a more secluded part of the hall. Sylvester turned to Penelope and asked,

"Would you like some champagne?"

"That would be great."

"Be back in a flash." He said, flashing her a toothy grin. Penelope watched him disappear into the crowd and suddenly a tight knot formed in her stomach. Being alone with all these people started to bring about a rise in anxiety.

"Just relax." She told herself. "You've come a long way. This is fine. Just relax. Do it for Sylvester."

She stood in place watching the people and toons converse or dance. Her eyes scanned the hall, looking for Sylvester with drinks in hand.

"I'm stherious."

Penelope's ears pricked up at the sound of a familiar voice. She looked behind her a saw Daffy Duck talking with Yosemite Sam and Foghorn Leg Horn just a few feet away. They must not have seen her and Sylvester when they were with Bugs. She suddenly found herself walking over to the group. She had always liked Daffy and approaching people was something she had worked hard on. As Penelope got closer, she could hear more of what was being said.

"I say-I say what business is it of yours boy? And what does it matter for that matter?"

"All I'm sthaying isth that Sylvesthter could do better."

Penelope froze at the mention of her boyfriend's name.

"She does seem like a bit of a spooked critter." Sam said, stroking his mustache. Daffy took a rather large gulp of champagne and wiped his beak with the sleeve of his white tux top.

"You sthaid it Sam. I sthaw them walk in and she wasth clinging on to him like sthome sthort of leech. It wasth kinda sthad."

Fog Horn shook his head and crossed his arms across his chest. "You know the issues Penelope has Daffy. Frankly I'm quite surprised at your mockery of the poor girl son. "

"I'm not trying to put her down. I like Penelope but she's afraid of her own sthadow. I justh don't get how Sylvesthter can put up with it. I can only imagine the intamicthy problemsth they muthst have."

"She must run faster than a jackrabbit in a rattlesnake den when she sees that varmint undo his belt!" Yosemite hollered with a slap on the knee. Daffy laughed along with him.

"Yeah, her idea of foreplay is probably hide and stheek and she leavesth the country!" He chuckled.

"Uh Daffy? Fog Horn interrupted.

The duck looked up and saw the expression on the other avian's face. It was one of awkward surprise and nervousness. Daffy followed the rooster's gaze and he felt his throat suddenly clutch at the site of Penelope standing less than five feet away, her eyes shining with tears. A wave of guilt and shame hit Daffy harder than one of Elmer's shotgun blasts. Penelope looked as if she was about to choke out something but instead turned away and walked off in the other direction.

Daffy started after her but stopped short when he realized that standing just a few feet to his left was none other than Sylvester. More shame, guilt and a small hint of fear welled up in Daffy as Sylvester gave him a look of pure ire and malice. His ears flattened against his skull and he muttered something under his breath then chased after Penelope.

This brought him to the present and the notion that not waiting for the elevator probably wasn't the best one.

Panting, he finally made it to his floor, calves and feet screaming at him in large and painful throbs. He opened the stairwell door and walked down he brightly lit hall. He came to door with the number twenty five on it. He pulled out his room key and unlocked it but hesitated on opening it.

"Penny? Are you there? Can I come in?" He called, softly knocking on the door. When he received no answer, he opened it and stepped inside. The room was empty but Sylvester noticed a pair of high heels lying messily on the floor. He took a couple of steps in when he heard a soft sobbing sound that was coming from the bathroom. Slowly the cat walked up to the door which was closed shut. He knocked on the door and said,

"Penny?"

At first there was no reply and Sylvester let out a tired sigh.

"Penny please talk to me."

"I'm fine." Her broken voice managed to squeeze out from behind the door. "Please…go back and enjoy the party. I'll be fine."

"I'm not going back down without you."

"I don't want to ruin your night Sylvester…"

"You're not." Sylvester said forcefully. He thought maybe it came out a little too hard as there was no reply. Sighing again, he took off his jacket and threw it on the bed, an attempt to cool off from his agonizing hike.

"About Daffy," He began, loosening his tie, "He has a habit of opening his beak and saying the dumbest things at the most inappropriate times. Especially if he's been drinking. I don't want you thinking that anything he said was true."

"But it is."

"No. Nothing he said came close to describing you Penelope."

"Stop Sylvester!" She practically shouted from behind the door. Sylvester took a step back at the unexpected outburst. He could never recall an instant when Penelope ever raised her voice.

"We need to stop pretending." She said, much softer than before. "We both know that I'm…not normal and you…could do better."

"Says who goddamnit?" Sylvester whispered angrily, pressing himself against the door. He could hear muffled sobs echoing in the bathroom and his heart ached at the sound of it.

"Penny," He sighed again, his voice smooth and soft, "There's no way I could ever do better than you. I'm absolutely crazy about you. You know that."

He received no answer from behind the door. "We all have those little things about us that frustrate us. Remember when I usth to talk like thisth?" Sylvester said, spraying a bit of saliva on himself.

A small giggle erupted from between the muffled sobs as she asked him, "Did you spit on yourself?"

"Of course. I can't believe I didn't wear a bib for half my life." He chuckled. It was a small victory to hear her laugh even if what just for a second.

"Sylvester?"

"Yeah gorgeous?"

"Why do you stay with me? Everything they said…"

"Open the door Penelope. Open it and I'll tell you." He told her and stepped back. It took a few moments but the satisfying click of the latch opening was heard. There was a pause but the door creaked open. Penelope slowly came out, her eyes red and puffy, tail sagging and her dress slightly wrinkled.

Sylvester met her gaze, seeing the hurt and fear in her eyes and his mind raced for the right words to speak to what he considered, the most beautiful creature in the world. He walked over to her, taking her ebony furred hands into his snow white ones. He rested his eyes on her hands and slowly rose to meet her own again.

"When I first met youPenelope, I couldn't believe my eyes. You were this beautiful, sexy and sweet woman who caught the eye of everyone. Every time I talked to you I felt like an idiot. I honestly thought that you wouldn't want anything to do with me."

Penelope turned her head away, the heat rising to her face again but Sylvester brought her back to him.

"But the more time I spent around you, the more I wanted you. You were so kind, honest and compassionate. That was rare for someone like me. I've had more screwed up relationships than I can count and a divorce that took its toll on me. I had a wall up for a long time and you helped me tear it down."

Penelope shook her head, a few tears running down her cheeks. "But my…" She began but Sylvester cut her off before she could begin.

"Penny, we've been together for almost a year. If it was a problem, would I be here right now?"

"But you don't need to put up with it. You never had to." Penelope whispered. "You're right. I don't need to put up with it." Sylvester said. Penelope let her face drop again, hearing those words tumble from the other cat's mouth.

"And I've never put up with it. All I've wanted and done is try to help you with it. And I will keep helping you with it…whether you want to be with me or not." He finished that last part quietly.

"Why?" Penelope choked out, her hands now trembling in his own. "Because…" Sylvester paused, swallowing the large lump in his throat.

"I…love you." He croaked, a blush rising to his cheeks for once. Penelope just stared at him, her mouth slightly agape. Her whole body now shook. She knew that Sylvester cared for her, more than anyone she's ever been with but she never thought that he could ever love her.

"Penelope?" Sylvester asked timidly, worried about her frozen stare. Penelope answered him with a deep kiss, wrapping her arms around his neck. Sylvester was slightly taken back from her forwardness but soon returned it with just as much passion. They broke away, Sylvester holding her to him tightly, leaning his head against her own.

"I wasn't expecting that response, not that I'm complaining." Sylvester breathed out. He was surprised again to feel her lips on his neck and her hands softly pushing him towards the mattress. He sat down, the beautiful feline straddling his lap.

"Uh Penny?" He practically whispered. This was completely unlike her but even Sylvester had to admit that a small part of him liked it. Penelope lay on top of him, pressing her body tighter against his own, and her lips traveling to the other side of his neck.

"Sylvester," She moaned between her kisses, "I don't want to go back downstairs."

"But…" He started but she cut him off with another kiss to the lips. "I need you here with me now. I need to do this."

"Penny you never have to…"

"Yes I do. I want to. I need to show you how much I love you."

Just about every nerve in the toon's body came alit with an unexplainable fire at the mention of those words. He sat up, clutching her to his chest, the party no longer a thought in his mind. It was just her now.

Penelope had never felt this way in her entire life. Years of relationships falling apart and social desertion because of her condition had made her give up on the possibility of something as wonderful as this happening. Sylvester had made it possible. And she would do everything in her power to keep it from falling apart. No matter what Daffy or anyone else thought.

"Do you still want me to leave?" Sylvester asked softly as they broke their kiss.

"Jamais. Vous êtes le mien. Je t'aime Sylvester." She whispered.

"Moi aussi, je t'aime ma cherie." He whispered back and pulled her into another kiss.

The End

A/N: Well there it is. This doesn't feel like one of my best and the ending was very hard to finish for some reason so I hope everyone likes it. If you haven't figured it out, Penelope's phobia is known as Anthropophobia which is the fear of people and society. Seeing how nervous and twitchy she was in Carrotblanca gave me the inspiration for it. Anyways, I hope all enjoyed it and I should be having at least three other stories up really soon. Cya!