That stupid, arrogant, pompous jerk.

So maybe her dress wasn't Gucci or Prada, who cares? She had thought she looked good in it. And maybe she was 'just' a waitress, but at least she was working hard and managing on her own. And she was getting some acting jobs here and there, it was a tough business. Where the Hell did that jackass get off making her feel so…so…worthless?

Penny couldn't work out what she had even seen in the guy in the first place. Sure, he was cute, and he had a good job…but he had just completely humiliated her in front of all his stupid, arrogant jackass friends. She had left the restaurant in tears, mortified.

She took another swig from the bottle in her hand. She was pretty sure it was rum, but she couldn't taste it anymore. It hurt her throat though, and that was good. She could focus on that and not how small and pathetic she felt. But it was nearly all gone, and that was gonna be a problem.

She reached out unsteadily and put the empty bottle on the table. There was no more liquor in the apartment. She wracked her brain through the alcohol fog. It was too late to head for the shops. Maybe the guys would have something she could take for now…

Wobbling slightly, Penny found her emergency key to 4A. Damnit, this was an emergency. She could sober up at any time.

She stumbled as she crossed the hall and had to stop to take her shoes off. She left them lying where they fell. Stupid outfit had cost her over a hundred bucks; what a waste. She had loved the dress, sexy but not slutty, in a blue that set off her eyes and showed just enough cleavage. But they had even made fun of that, just because it didn't have some posh designers name scrawled all over it. Now she wouldn't be able to wear it again without remembering how she felt tonight.

It took her a few goes before she managed to get the key in the lock and she cursed at each failed attempt. She nearly fell into the room when it finally clicked open. Looking around, she felt a twinge of guilt. Sheldon would freak if he knew she was in here and planning to root through his stuff. She listened closely but didn't hear any movement from the guys bedrooms. Not busted yet then.

God, it was so tidy in here. She found herself smiling a little involuntarily. She had an urge to go mad and trash the place, messing it up in an act to parody Sheldon's intrusive cleaning of her own apartment all those moons ago. The thought made her feel…naughty...

She suddenly thought of Leonard sleeping metres away; how sweet he was, how much he doted on her. Not like the jerks she always ended up dating. The thought made her angry again. She was sick of being made to feel like crap by losers.

She would show them.

All plans of obtaining alcohol were suddenly abandoned. She pulled herself upright and staggered drunkenly to Leonard's bedroom. Leonard was smart, and funny, and he wanted her. Tonight was not going to be a washout. This dress would get her some action if it killed her. And maybe she wouldn't feel like a complete nothing anymore afterwards.

…

She stumbled into Leonard's room in a rather undignified manner, making the door rebound off the wall and nearly smack her in the face. She cursed loudly, then more quietly when she realised his bed was empty. Shit. She couldn't even have rebound sex right.

Maybe Sheldon would know when he was due back.

…

Sheldon woke with a start.

"Danger! Danger!"

There had been a noise. From inside his apartment.

It had sounded like a curse. And it had been distinctly feminine.

Sheldon knew only one woman who would dare come into his apartment uninvited.

Penny.

He clambered out of bed and started for the door, but it swung open before he could reach it. The hall light was on. Standing, or rather wobbling, in the doorway was the outline of an undoubtedly drunk Penny.

"Penny? What are you…?" Sheldon tried to shake the fuzz from his brain as he struggled to focus.

She interrupted him. "Where's Leonard, Sheldon?"

"He is at a conference presenting his 'research' to a bunch of ill-educated pseudo-scientists". He paused. "Why are you looking for Leonard at" - he squinted at his Batman alarm clock -"1.37am?"

Penny visibly sagged. For a moment she looked lost. Then she pushed past Sheldon and sat down heavily on his bed. He blanched.

"Penny! People can't be in my bedroom! And certainly not on my bed!"

"Oh my God, Sheldon! Can't you just relax for one minute?" She rolled her eyes. Sheldon could just make it out in the glow from the light in the hall.

"Am I to take it you are in emotional distress and require Leonard's assistance once again?"

The glow meant he just caught the flush spreading across her face.

"Er…yeah. Kinda…"

…

Sheldon looked at Penny. She had clearly been on a date, judging by her outfit, and it had clearly not gone well, judging by the tear-stained face and smudged makeup. Something about her sitting there, looking so distressed, made him feel odd. He didn't like it when she was upset - it made him uncomfortable - but truth be told, that wasn't the only thing that was making him feel strange. It was the dress, he decided. Or more precisely, the areas the dress didn't cover. He found he had to make a conscious effort to keep his eyes above Penny's neck line.

Clearly being woken so abruptly was playing havoc with his ability to remain objective in the presence of the female form. It was embarrassing, really; he had always prided himself on his ability to rise above such base desires, but evidently all it took was to be caught unawares by a flash of décolletage and he was reduced to the level of Wolowitz. Pathetic.

He cleared his throat.

"Penny. Leonard will return tomorrow afternoon. I suggest you return to your apartment and imbibe plenty of clear fluids and analgesia in an attempt to minimise the effects of your inevitable hangover. I'm sure Leonard will be glad to assist you in resolving your emotional turmoil tomorrow."

…

Penny could hear Sheldon talking, but the words were just washing over her. As usual. Why couldn't he just talk normally? She supposed it was a kind of compliment; he didn't dumb it down for her, he must figure she could understand some of it. Or maybe it was just that it didn't occur to him that she wouldn't understand. He certainly seemed oblivious to the majority of what was going on when it came to non-science stuff.

She glanced up, just in time to see Sheldon quickly tear his eyes away from her chest.

Well, hello Dr Cooper…

Maybe not so oblivious after all.

She scrutinised him as he continued talking. He was looming over her in the dark; how tall was he? 6'1, 6'2? A bit skinny, maybe, but actually kinda cute. Dark hair and very nice blue eyes. His pupils looked huge in the dark. Good bone structure, and fantastic hands and forearms somewhere under those plaid pyjamas. Nice forearms were a bit of a thing for her. And intelligence was sexy…

Oh, wow. Where the Hell was this coming from? Had she really just thought of Sheldon and sexy in the same context?

Oh, screw it. Her mind kept wandering back to the jackass and his friends, laughing at her. That feeling of being two inches high, of humiliation, of hating herself almost as much as she hated them. She needed to feel wanted, and she needed a distraction - something to think about other than what a complete failure she had made of her life. Worrying about having had hugely inappropriate sex with the best friend of the man who probably loved her but whom she had absolutely no romantic interest in…yeah. That would be a distraction.

As soon as she had made her decision, she was on her feet. Sheldon stepped back in surprise, but she followed him until his back was pressed against the wall. Before he had time to react, she was balancing unsteadily on her toes, her arms around his neck and her lips pressing tightly to his.

…

Sheldon didn't quite know what was happening. He had been advising Penny of the benefits of various electrolyte replacement beverages in the reduction of hangover symptoms and suddenly she was kissing him. He had frozen, feeling her lips move against his in a way that was completely alien yet not entirely unpleasant. Of course, the fact that she was pressing her breasts firmly against his torso meant that certain primal instincts were taking over. He found himself kissing her back uncertainly and his hand cupped the back of her head, fingers weaving into her hair. One of her hands was leaving his neck, and working its way down the front of his pyjama top. Then she was under the fabric, stroking the taut skin of his stomach. The feeling sent shivers of electricity over his body and up to his brain…

…where it activated an area that had never had cause to be used before. Ethical considerations as they pertained to his own sexual activities were not something he had ever had to think about, but the taste of alcohol on Penny and the fact that her hands were now wandering dangerously close to his waistband – coupled with the fact that she had never displayed any inclination to do this whilst sober – meant that alarms were flashing in his head.

He was quite sure that this would be considered taking advantage of a vulnerable young woman; the idea was distasteful and made him uncomfortable, he had been raised better than that. Also, it was something his mother would have very strong opinions on should she ever find out. He wasn't sure how she would ever find out, but it frankly wasn't worth the risk.

He let out an involuntary squeak at the thought and pulled away from the kiss, grabbing her hands to stop any further exploration of his pants.

"Penny…!" He couldn't think of anything else to add, and as soon as Penny realised this she went back in for another kiss. He moved his head and gently took hold of the tops of her arms, manoeuvring her away from him. She stood unsteadily and looked up at him, tears in her eyes.

"I'm sorry, Penny. I really don't think this is a good idea." His tone was gentle.

"Sheldon…please. I just need…I've had such a horrible night and…I need to feel better. Make me feel better, Sheldon." She was biting her bottom lip and there was a pleading in her eyes that made Sheldon's stomach flip. He had never wanted, or been wanted like this before. But she looked so small and vulnerable, swaying gently before him in her bare feet, he couldn't.

Admittedly, he wouldn't know where to start even if he could, but the evidence thus far suggested that instinct would take care of that. Certainly all systems appeared to be go in the relevant biological departments. He shook the thought from his head.

"Penny, I don't understand. What's happened?"

The look of concern in his eyes pushed her over the edge, and she started sobbing. "I'm just sick of it, Sheldon! Sick of the stupid Cheesecake Factory, sick of stupid directors and castings, sick of guys who think they can use me for one thing and then make fun of me in front of their stupid fucking friends after I spent a hundred dollars on a stupid dress! I just want to be with someone who likes me for me. And tonight, I just wanted someone to hold me and be nice to me and make it all…just go away for a while. Getting guys to sleep with me is the easy part! But tonight I couldn't even do that properly. What's wrong with me, Sheldon? Why don't you want me?" She had started angry, but by the end she just sounded…defeated. Sheldon was used to Angry Penny, who had threatened - and delivered - untold horrors when he had banished her from his social circle. He had never seen her just…give up. It disturbed him. He sighed.

"Penny, there is nothing 'wrong' with you. You are a beautiful, caring young woman with many sought-after qualities, notwithstanding your continued need for external validation. My desire for you was not thwarted by anything you did; rather it was my own concern for your wellbeing that prohibited me from continuing." She looked up at him again, confused. "So you did want to sleep with me?" "Well, of course I did. I believe certain changes in my physiology would have indicated that." Penny thought he looked a little embarrassed. "But I consider you a friend, and I do not wish to 'take advantage' of you whilst you are inebriated. I care too much for both you and for our friendship to risk that. I would also hope that, if you had found Leonard before me, he would have responded the same way." Penny suddenly felt awful. Here she was, laying into Sheldon for not wanting to risk their friendship by sleeping with her, when she had made it blatantly obvious that he had been her second choice of the evening. A choice she was now beginning to think had been the wrong one from the outset. She had felt more passion in that one kiss with Sheldon than she had done in entire on/off history with Leonard. That was just...confusing.

"Oh, God. Look, I'm sorry Sheldon. I shouldn't have come here and laid all this on you. I'm just drunk and emotional and I don't handle rejection very well." She sighed and sniffed back the last of her tears. "I'll be fine, OK?" She pulled herself together and gave him a little smile. He still looked concerned. She debated with herself for a minute before adding: "And…for the record…I totally understand why you stopped, and I do appreciate it. But I still kinda wish you hadn't. I mean, I think we could've had some fun together…" She shrugged resignedly and gave him a quick peck on the cheek.

"Ok, I'm gonna head back to bed and drink a gallon of water. Good night Sheldon. And thanks. You actually made me feel better." She gave him a tipsy grin, then turned to walk out of the room. She stopped when she felt strong fingers curl around her wrist.

"Penny…" Sheldon stepped forwards, bringing her close to him. Then he dipped his head and softly pressed his lips against hers. It was the sweetest, gentlest kiss she had ever recieved, and the shock of him initiating it made her head spin. She opened her mouth and felt his tongue brush lightly against hers. Then it was over, and he pulled away without meeting her gaze.

"Your dress is beautiful. And any man who treats you that way is a fool who doesn't know what he's lost." His eyes met hers.

"Also…maybe next time you require external validation, you could come over before you have so much to drink…?"

His eyes twinkled and she blushed…but found herself smiling at the thought.