A quick holiday gift for Jislane35, Darkly Dreaming, Tribeca and wolfofsheep. You have all been so sweet and helpful to me. You never hesitate to provide advice, answer questions, or give me support. I would have been too self-conscious to have ever continued after my first story if not for you four.

I am very grateful to everyone who has ever reviewed one of my stories. I have enjoyed talking to each and every one of you! I don't own The Big Bang Theory or the characters. *sob*

He first noticed the shift the first time they ate 'real I-talian' spaghetti together. A warmth in her smile that he had seen before, but never directed at him. He was sure he had imagined it. They had been neighbors for 4 years and Penny had never looked at him that way. Well, actually the first day they met she had looked at him that way, but not since.

It was his own fault. He was unaccustomed to dealing with women who were not familial. So he had, as Leonard so eloquently put it, spazzed out. He demanded she get out of his spot. He lectured her, even. He wanted to make up for it. He wanted to stay behind while Leonard fetched her tv so he could explain. When Leonard forced him to go along, he thought maybe she would forgive his earlier behavior if they were successful. They weren't. And when she took them out to dinner to make it up to them, Howard and Leonard monopolized her the entire evening.

So, he gave up. He wasn't sure he wanted that upheaval anyway. Easier to just push the awareness of Penny to the back of his mind and go on. He had been successful, too. He did not view her as a woman, just as the flighty, unorganized neighbor. She was simply Penny.

Until the first time she sang Soft Kitty to him. Everyone had abandoned him. Except her. She took care of him. She rubbed Vicks on his chest. She sang Soft Kitty. His friends always complained when he was sick. Called him overly demanding and childish. She had tucked him in and done everything he asked. She didn't make fun of him. That was the day she ceased to be just Penny. She became Penny, his friend.

Not much changed. He found he was more tolerant of her chaos. She was more understanding of his schedules. They still bickered and annoyed each other, but there was a friendlier aspect to it.

Then she fought with him. Well, not much of a fight, really. A prank war that ended when she called his mommy. He wanted to be mad about that but he had seen the glimmer of pain in her eyes when she saw what he had done to her under things. Suddenly she wasn't just Penny his friend. She was Penny the friend he had hurt. Which made Saturnalia even more confusing.

She gave him what is possibly the greatest gift he could ever have. That napkin is his most treasured possession. Not only because it has his hero's DNA, either. She had given Leonard a joke gift. She had given him something unique and precious. A gift she could not possible have understood the importance of, but had hoped he would enjoy. She had approached a man she did not know, and asked for this. For him. Suddenly she was Penny, a dear friend he cared for.

That was when she surpassed Raj and Howard both on his list of friends. Sheldon knew the friendship wasn't completely one-sided. He had helped her too. But it never seemed to even them up in his mind. Sure he had loaned her money, but she repaid it so it wasn't like he was out anything. She took him in when he was locked out, and even gave him her own bed. She had worried about him when his friends had deliberately falsified results from his experiments. She had needed him when she fell in the shower, but she had also offered to give up her trip to Switzerland for him. Actually, neither of them got to go, but she had offered. She even agreed to a date with Stuart and risked jail so he could meet Stan Lee. That was when she moved off the list completely. She was no longer Penny, his friend. She was Penny, the woman he cared for.

So when he first saw that smile, he felt a glimmer of hope. Things were tense on the 4th floor. Leonard was upset that Penny had broken up with him. Penny was sad too, but convinced it had been the right thing to do. Sheldon agreed. It wasn't just that he cared for her. She and Leonard just did not make each other happy.

So he began to spend more and more time with Penny. Thursdays became their movie nights. She would join him for laundry on Saturday nights. Mondays she used come over for Thai food but the unspoken animosity from Leonard caused her to stop that. Instead, much to his surprise and joy she started dropping by his office with lunch. Always the same thing because she knew how much routine mattered to him. Turkey on wheat, with swiss, lettuce, mustard and pickles on the side.

With each passing Monday lunch that tiny glimmer got a bit brighter. Then after the 5th time she visited, she hugged him before she left. He froze like an idiot. He berated himself. He hadn't been expecting it, and he had little experience with affection but that was no excuse. He was sure she would never try again. But that Thursday, after the movie had ended, she hugged him before saying good night. This time he managed to awkwardly hug her back. The smile she gave him made his pulse speed up.

Saturday passed like every other one. He was disappointed she did not hug him. He wondered if he should have tried to hug her. Things were moving slowly, which suited him. He was never comfortable with change. But he felt like Penny was seeing him differently, so he was content.

He was never going to be the guy who made grand romantic gestures. They were antithesis to him. He wondered if he should try, though. Some sign to her that he cared. That he was starting to love her. Everything he thought of sounded so trite, though. Penny deserved more than ordinary.

Sunday, Penny showed up when they returned from paintball. She gave Leonard an uncomfortable hello and asked Sheldon to get dressed. He did so with only minimal questions, which she refused to answer. An hour later he found himself at the mall. He sighed. Only for Penny would he go shopping. Penny pulled him along with barely concealed excitement. Sheldon became curious as they rushed past two separate shoe stores without hesitation. They were near the food court before he saw it. Suddenly he was in the lead, pulling her along.

The line wasn't very long, Most people still at their various church services or abed. In the back parking lot of the mall sat an authentic passenger car for the European Orient Express train. Several displays and model trains had been set up inside the mall. It was a train lover's paradise! They spent the rest of the day touring around and looking at everything. By afternoon, Sheldon was convinced Penny was the perfect woman.

Then two weeks later, Leonard re-entered the picture.

Sheldon was sitting down with his oatmeal when Leonard walked over. He was bouncing on the balls of his feet. "You appear to be in a cheerful mood, Leonard."

He smiled and nodded his head. "I have good reason to be, Sheldon. I ran into Penny last night on my way back from Raj's place. We talked and I think she might want to get back together."

Sheldon felt his stomach roll. He struggled to keep down his food. After several moments he looked up at Leonard. His roommate had not noticed anything was wrong. He was still talking about how good it had been to talk with her. They had ironed out a lot of hurt feelings. She had smiled and even hugged him, Leonard said. Sheldon tried to shut it out. He didn't want to hear this. The ride to work was torment. He had wanted to go to Penny and ask her if Leonard was right. He was afraid he would hear her say yes.

All morning he paced his office. He couldn't focus. Raj had long since cleared out, certain Sheldon was stuck again. Sheldon was so upset he didn't even notice when she knocked on his door. It wasn't until she poked her head around and called his name that he realized what time it was.

He watched silently as she began to set out their meal. She was chatting about the phone call she made to her sister, and how she was wondering about taking some vacation time. She had a lot of paid days built up and she kinda promised she would visit soon.

Finally Penny noticed how quiet he was. She looked up with a smile, but it quickly faded when she saw the rigid way he held himself. She took a step toward him, and the door suddenly opened. Leonard walked in with a tray from the cafeteria. He crowded up beside Penny and said he thought it might be nice to eat with her.

Sheldon wanted to run but he was rooted in place. Penny kept her eyes on him. Leonard set his tray down and touched her shoulder. He wanted her attention. He glanced at Sheldon and jerked his head backwards. He wanted Sheldon to leave so he could talk to Penny alone.

Sheldon turned and started to shuffle towards the door. He had only gotten a couple of feet when he felt a hand on his arm. He looked down. Penny was gently tugging him around. He almost shook her off, but some perverse part of him wanted to look her in the eye as she said yes to Leonard.

Looking to the left, he saw Leonard frowning. He was trying to get her attention, but she just kept looking at Sheldon. Slowly Penny raised her other hand and laid it against his jaw, turning his gaze to hers. He almost gasped at the warmth in her eyes. Slowly, she leaned into his space. She raised up as far as she could. The hand on his jaw slid around to the back of his neck and she pulled him down toward her. He felt everything fade away until there was only her face. Her eyes. Her smile.

Just before she pressed her lips to his, he heard 5 words that would change his life forever. "I love you, Sheldon Cooper."