The car ride was silent and uncomfortable. Neither of them wanted to speak because they knew it would just start an argument. Leonard wanted to ask her what was going on in her head. Why she suddenly thought she wasn't good enough for him. He had told her plenty of times that he didn't care about how smart she was, because she wasn't stupid like she thought she was. Yes, she wasn't as smart as him, or the rest of the group, but she was far from stupid. There was no point in trying to explain that to her now though, she was angry, so she would take his words and twist them, just to continue the argument.

A million thoughts ran through Penny's mind, and none of them were good. She thought about Alex, about the connection she shared with Leonard. She thought about their argument, about feeling stupid and like she just wasn't good enough. She loved Leonard, but she hated the insecurity that that love brought. On days like this, when she felt down, she wondered what on earth he was doing with her. She was pretty, something good to look at, but that was it; that was all she could think of. That thought upset her, so much that she felt on the verge of tears and it angered her. She didn't want to cry, she didn't want to be upset. She was sick of feeling this way, sick of feeling like she wasn't good enough. She couldn't understand how someone she loved so much could make her feel like this. It wasn't even his fault, he was an amazing boyfriend. It was her fault, it was all in her head, but she couldn't stop it. Her mind was overthinking absolutely everything and it was driving her crazy. She knew she should tell him about her fears and insecurities, because he would make her feel a little better about them, just like he had the last time, but she couldn't, not tonight, not now. She was too emotional, too upset and it would just escalate into another argument, and it would be her fault.

They arrived at their apartment building, and walked up the stairs in complete silence. They entered their apartments without as much as a goodbye. It was cold, and it hurt, for the both of them, but her stubbornness wouldn't let her back down, and he couldn't talk to her because he knew they would end up fighting. He figured it was best to let her simmer down, let her anger ease off and he would talk to her in the morning when, hopefully, she would be a little more rational.

The both of them lay in bed, wide awake staring at the ceiling. They were both still full of adrenaline from their argument and that kept them awake. They were sad and hurt and neither of them wanted to go to sleep, they didn't want to end their day like this, they didn't want to go to sleep mad at each other, but stubbornness got in the way. They both fought the urge to pick up their phone and call the other, until the urge became too strong for one of them.

Penny's heart leapt when she heard her phone buzz. She knew it was him; it was too late at night to be anyone else. She read the text that consisted of three small words.

Are you awake?

Penny smiled and sent back a simple text with only one word.

Yes.

Penny sat up in her bed, and then headed out into the living area to sit on the sofa. She knew he would come over, at least she hoped he would. She wasn't sure how things were going to go, she still had a good bit of anger inside of her which she knew would come to the surface, but she had to face him.

Moments later, as she had expected, she heard him opening her door with the key she had given him and slowly open it. He walked in with his robe and slippers on and Penny smiled a little at the sheer cuteness of it.

Leonard closed the door behind him and shuffled over to the sofa to sit beside her. He didn't know what he was going to say, so he just said nothing for a few moments letting the silence fill the air.

"Penny, what happened tonight?" Leonard eventually asked quietly with hurt dripping from his tone.

Penny turned to face him, unsure of what to say because she wasn't sure she could explain it. She shook her head as tears began to fill up her eyes.

Leonard sighed in frustration, "Penny, talk to me. Please. I can't help you feel better if you don't tell me what's going on…" He waited a few moments, but silence was all he got from her. "Is all of this just because of Alex?"

Penny's eyes shot up to him and he knew then that it was. She sighed, and then looked down at her hands. "Kind of." She said quietly. "You like her don't you."

"Yes. I do like her, as a friend." Leonard said honestly.

"Do you want to be with her?" Penny asked still looking down at her hands.

"No. I want to be with you, you know that."

"Do you?" She looked back up at him. "Do you really? Because tonight you two seemed to get on really well. She likes you Leonard, as more than a friend, I can tell." Tears began to fall from her eyes, "It's only a matter of time before you realize that she is better than me and she is going to try it on with you and then what? You will leave me, and you will go with her." She said through her sobs.

"Penny that is crazy." Leonard said as softly as he could. "That is never going to happen, I love you." He reached a hand out to touch her arm, but she pulled away and stood up.

"Is it crazy though?" She said as she paced the floor, while her heart began to race and all those horrible thoughts she had been thinking all day began to boil up. "I don't think it is. She is better for you Leonard, she does the same kind of thing as you, she works in the same building as you. I bet she comes to visit you and I wouldn't be surprised if she has already tried to kiss you." Penny stopped pacing and looked at Leonard. "Has she? Have you?" She was becoming hysterical, letting her insecure thoughts take over her rational ones, but she couldn't help it, they were boiling over and spilling out and there was no way to stop it.

"What? Have I what?" Leonard said becoming slightly confused amidst her outbursts.

"Have you kissed her?"

Leonard's jaw dropped in shock, "No! Come on Penny you know I would never cheat on you!"

"Really? It's not exactly unreasonable, you have tried it before."

"What?! When?!"

"Remember, with Priya?" Penny said and Leonard's face fell. "Yeah, see you do know what I'm talking about. You loved her, you told me that you thought you two might get married someday, and yet you still wanted to cheat on her. So what makes me any different? Why wouldn't you want to cheat on me?" Penny was talking fast, barely letting him answer one question before she would jump out with another one. "You said you wanted to be that type of guy, do you still want to be that type of guy? Maybe Alex will come on to you at work, throw herself at you, and you would be powerless to stop it. Remember what you said about Dr…. Pluckton?" She said with a frown unsure if she had gotten the name right, but going with it anyway. "Do you? You said that you slept with her because she let you. What if Alex let you? Would you sleep with her too?" Penny stopped and looked at him. Her hands were shaking along with much the rest of her body. She hadn't really thought about anything she had said, she just said the first thought that came into her mind and she was already regretting it.

Leonard stared at her in complete shock. He couldn't believe that she would think he would do something like that to her. Those words he had said to her were true, he had said them in the past, but she just wasn't putting them into context. She was just throwing them out, forgetting about the story behind them. He was about to speak up and defend himself, but she headed for the bedroom, slamming the door behind her.

Leonard got up and followed her, opening the bedroom door to her crying into her pillow. He wasn't sure what to do, he was sure if he touched her she would pull away like she had earlier, so he just sat on the edge of the bed beside her. "Penny, listen to me." He said softly as he looked down at his hands. "I know I said those things before, but it was different back then, I was different back then. What happened with Priya…" He shifted his weight and sighed. "That would never happen with you. The only reason it did happen, was because I was lonely. My girlfriend was miles away in a different country, and you… Well, you and I weren't quite the same as we used to be. I missed you, and I missed her and Alice gave me some comfort. The only reason I even thought about cheating on Priya was because I needed the intimacy, and even then I only managed a kiss." Leonard stopped talking and shifted his body so he was facing her. She still had her face in the pillow, but her sobbing had stopped and she seemed to be listening to him. "Honey it wouldn't even get that far with you. The thought wouldn't, hasn't ever crossed my mind and it never will. I would never do anything, anything at all that would damage our relationship. I love you Penny, too much to let something like that happen."

Penny turned her face so that she could look at him, "But why?"

"Why what?" He said with a frown.

"Why do you love me that much? Look at me, I'm a crumbling mess. You shouldn't be with someone like me Leonard, you should be with someone smart like you… like Alex, so why aren't you? Why are you still here with me?"

Leonard gave her a small smile and shook his head slightly, "Oh, Penny." He said as he reached out and touched her hair. "You want to know why I am with someone like you and not Alex? It's because you are so different to me." Penny frowned at him and turned around completely, as Leonard moved further up the bed, closer to her. "Sure, Alex likes a lot of the same stuff I do, she knows about what I do and she likes going to all of the science lectures and stuff, but you don't, and I love that. Think of all things we have done together, I took you to see that documentary at the cinema, that you hated, and I took you shooting, and got shot." He said with a chuckle. "I like that we take each other to do different stuff, it makes it interesting. I mean, how boring would it be if I had someone just like me? I wouldn't do anything different. And the fact that you have no idea about my work, means that you can visit my lab and I can explain it to you." He said with a grin, Penny grinned too, knowing what he meant, but still seemed unconvinced.

"I don't want to spend my life with someone that is just like me." He continued. "I want you. You counteract all of my weird, nerdy ways, and well, I balance the scales on the IQ front. I'm not saying you are dumb, so don't jump down my throat." He said with a smile, "You are smarter than you give yourself credit for… We are kind of perfect for each other; we balance each other out perfectly." Leonard moved from his position and made his way up the bed so he was sitting on the side of the bed he usually slept at, with his back against the headboard.

Penny smiled and sat up too, wiping the tears away from her eyes as she crossed her legs. "You really think so?"

Leonard nodded. "Yeah. I have never wanted to spend my life with someone that had a mind like mine, you know that had an academic brain, because, well, both of my parents were like that. I want my children to have the best of both worlds. Me, I will be able to teach them about all sorts of brainy stuff and help them with their homework, and you," He said turning to her, "You could do the rest," He chuckled. "You will be able to do all the manly stuff, like teach them how to fish and throw a ball. You will need to teach them how to stand up for themselves, because I intend to teach them all about Star Wars and Star Trek, so they are going to be just as nerdy as me." Leonard giggled again then reached out and took a hold of Penny's hand, not even registering that this was the first time he had even spoken about having children in front of her, and that he was putting her in the role of their mother, but it didn't go unnoticed by Penny.

"You think about that kind of stuff?" Penny said quietly.

Leonard then realized what he had said, and thought over his next words carefully. He wondered if he should tell her the truth; that ever since their first meeting, ever since that first 'hey' in the hallway, he had pictured her having his children. 'Smart and beautiful', although 'imaginary' in Sheldon's eyes, but ever so close to becoming reality one day. But then again, maybe he could tell her. He had talked about having children with her, and she hadn't yet gone running out the door, freaking out over him talking about their future together, and that spoke volumes at how much she had matured. He didn't want to push it though, for all he knew telling her he had had these thoughts for years would be the thing to send her over the edge and send her running out that door.

Leonard just smiled, shrugged his shoulders and said, "I'm a scientist, I think about everything."

Penny almost panicked, children were a long way away in her mind, but the panic faded, because she realized he wanted to have his children with her. Not with Alex, or anyone like her. He didn't want to be with someone who was super smart; he wanted to be with her. This amazing man, with an amazing mind, by some crazy stroke of luck wanted to spend his life and create his family with her, normal, average Penny. It baffled her, but then maybe it always would and it was just something she would have to accept.

"Penny, I want my children to have a warm, caring, loving mother, and you suit that role perfectly." He continued, giving her hand a kiss as he spoke. He knew saying these things might scare her, but he needed to tell her that he didn't care about how smart she was, because that wasn't what mattered to him. "You are strong and independent. You are sweet, and believe it or not, I love that you are so stubborn. It shows you are willing to stand up for what you believe in, that you won't back down when you're back is against the wall, and that is something I want you to teach to our kids. They will be smart and nerdy like me, and beautiful and confident, like you."

Penny smiled and reached her hand up to his cheek. "You are so sweet." She gave him a kiss and then rested her head against his shoulder. "I'm sorry I got so crazy and ruined your night." She said quietly. "I just… It's weird being around all of those really smart people, it's just completely out of my comfort zone and it freaks me out. Especially when someone like Alex is there who, you know, seems much better for you than me."

"I understand." He said with a nod, as he put his arm around her. "I know how it feels to think you aren't good enough, but you are. You might not think you are sometimes, but trust me there is no one in this world I want to be with more than you." Leonard began to rub her arm and squeeze her shoulder. "And you didn't ruin my night, it could have gone better." He said with a giggle, "But you didn't ruin it, what would have ruined it would be if you hadn't told me all of this, leaving me with no idea what was going on in your head." Leonard looked down and pulled up her chin so that she was facing him. "I love you Penny." He said with a smile.

"I love you too." She said quietly.

"Good," Leonard smiled, "So can we stop all this fighting now and go to sleep?"

Penny nodded and was about to give him a kiss when she stopped a few inches from his face. "Wait, I just have one more question. You said children right? Plural? As in, more than one?"

"Yeah." He said with a grin.

Penny frowned a little, "How many are we talking?"

Leonard chuckled and moved in to kiss her gently on the lips, "I was thinking we start off with two," He said when he pulled away, "and then see where to go from there."

"Okay," Penny giggled then bit the inside of her lip, "But you can't turn them all into nerds."

Alright that's all for this story I think. I know it seems kind of short, but it was originally supposed to be a one shot, so it's actually pretty long! :P I will be back though with another story pretty soon. I have started writing it already but I am going to wait a little while before beginning to upload it, well as long as I can hold myself off! The story is all about Leonard leaving and I really would like it to tie in with the show, as in have the chapters before he leaves, up before the final episode and the ones where he is gone, after it. But we will have to see how that works out because i'm sure you have all realized by now that as soon as I write something, I find it hard not to upload it right away!

Anyway, goodbye for now :)