A/N: I realized, upon re-watch of the film, that Johnny and Penelope actually encounter each other twice after he refuses her proposal. Once at the Cloverdilly, and once at the theater, where Johnny and Edward argue in the bathroom. Oops. Though that second time, Johnny and Penelope don't really interact much, which is probably why I forgot it. I went back and inserted a bit into Chapter Two to fix that (especially 'cause Penelope looks totally smokin' in that scene, so there's no way Johnny didn't notice her).

Thanks so much for the reviews and faves! Considering this fandom is practically non-existent here on FFN, I'm giddy every time the hit count goes up for this fic, so thanks for that!

I turned the corner
And there you stood.
Your smile like home to me,
Your heart familiar.
~"Thoroughly Modern Millie"

"I think that's the last of it," said Annie as she set a bag down on the coffee table in the sitting area of the small apartment. "You sure pack light."

"Dad said he'd bring the rest of my things once I find an apartment," said Penelope as she set down the box she was carrying. "By the way, thanks for letting me stay with you."

Annie waved a hand. "No problem. As long as you don't eat my leftovers or leave hair in the sink, we'll get along just fine."

Penelope laughed as she sat in a faded armchair. "I think I can handle that."

"Good," Annie said. "Though why you'd want to stay in this dump when your parents own a mansion is beyond me."

"If I live in the mansion, I have to live with my mother," said Penelope.

"Ahh," said Annie, nodding knowingly. "She did seem a bit...uh, protective when I met her at the wedding."

"That's one word for it," said Penelope with a long-suffering sigh.

"So," said Annie, flopping onto the couch. "Tell me all about it."

"All about what?" said Penelope, looking quizzically at her friend.

"Oh, come on!" said Annie. "You can't come from a family with a curse, become the darling of the city, and then call off a high-profile wedding and not expect me, your new best friend and roommate, to not want the details."

"You've read the papers, haven't you?" Penelope asked uneasily.

"Well, yeah," said Annie. "I mean, I've talked to the papers, too. But I know they don't say everything."

"I don't know," said Penelope warily.

"I promise I won't go telling everyone," said Annie. "But it's been two weeks since the wedding-that-wasn't! I'm dying, here!" She shot a pleading look at the other woman.

Penelope couldn't help smiling. "Okay, fine," she said. "But you're not allowed to interrupt."

Annie nodded and drew her fingers across her mouth in a zipping motion. "I'm like the grave," she said. "Except, you know, for the dead part."

So Penelope told her about the curse, about the endless line of suitors, and about how she'd finally discovered that the real her wasn't trying to get out from behind the curse...the curse was a part of the real her. She told Annie everything.

Well...almost everything. She left out Ma—Johnny. Penelope hadn't quite figured out what to say, since she had no idea exactly how she felt about him. So she decided to just not say anything.

When she was finished, Annie said, "So, wait...you met with how many of these blue-blood guys?"

Penelope sighed. "Too many."

"And all of them ran away when they saw you?"

Penelope nodded, then paused. "Well, all but one," she said reluctantly.

"Edward?" Annie asked.

Penelope laughed. "No," she said emphatically. "Edward definitely ran. It was someone else."

Annie perked up at this. "Really?" she asked, eyebrows shooting up. "Do tell."

So much for not talking about him, Penelope thought ruefully. "His name was Max—I mean, Johnny."

Annie's brow crinkled in confusion. "Which is it?"

"It's Johnny," said Penelope. "I forget that, sometimes. He came to the house, pretending to be Max Campion. He'd been hired by Edward and a journalist to pose as a suitor and sneak a photograph of me."

"So what happened?" Annie leaned in, eyes round with curiosity.

"Nothing, really," said Penelope evasively. "He came, and we talked."

"About what?"

"All sorts of things," Penelope said, a slight smile tugging the corners of her mouth. "Books and music and chess. He's the one who told me about the Cloverdilly. That was why I went there in the first place. He'd told me how nice it was; I felt like I had to see it."

"Sounds like a great guy," said Annie, smiling.

"I thought he was," said Penelope. "Then I showed myself to him."

"And?"

Penelope bit her lip at the memory of that moment. She'd come up behind him as he sat at the piano in the meeting room, and had showed him how to play the chord, secretly relishing the feel of his lithe, strong hands beneath hers. She'd never touched a man before (other than hugging her father and Jake) and her skin had tingled where it met his. She'd breathed in the scent of him, the smell of soap and cigarettes and something indefinably masculine. He'd turned to face her, smiling, but his smile dropped and he jumped as his eyes landed on her for the first time. Penelope hadn't known what to do as his fathomless gaze rested on her face, so she'd flailed a bit, gesturing futilely, but then eventually just stood and let him look. There had been no disgust in his eyes, just a sort of solemn curiosity, as though he was comparing her actual appearance to whatever preconceived picture he'd had in his head. He'd slowly come toward her and, as his hand gently reached up to her face, her heart had started pounding so loudly, she was sure he could hear it. Moments before his fingers reached her skin, he'd flinched back from her, swearing under his breath. Penelope's heart screeched to a halt as she realized that, in the end, he was just like every other suitor. She'd fled the room before he did, unable to bear the thought of this man running from the sight of her.

Then there was the disastrous proposal. She'd begged him to marry her. She'd never begged before. He'd stared at her, jaw twitching and eyes unreadable, and whispered, "I can't." At the time, Penelope had thought he'd been reigning in his disgust, but now that she knew that he couldn't have broken the curse anyway, something he already knew, she wasn't so sure.

Wanda's staunch belief that he'd only refused because of that simple fact had muddled Penelope's thoughts and feelings regarding the man she'd known as Max Campion even further.

Penelope looked at Annie, who was watching her, waiting patiently for Penelope's answer.

"He left," Penelope said finally. "After refusing my proposal."

Annie frowned thoughtfully. "But he didn't run screaming?" she asked. "Like the others?"

"No," said Penelope softly. "He never did."

"Huh," said Annie. "Do you think he liked you?"

"Wanda thinks so."

"Who?"

"The matchmaker."

"Wait," said Annie, amused. "You've got a matchmaker?"

"Yes," said Penelope. "My parents hired her when I turned eighteen to try to find me a husband."

Annie snorted. "Yeah, that sure worked out great, didn't it?"

Penelope shrugged. "Anyway, Wanda thinks that he only refused my proposal because he wasn't really a blue-blood."

"Did he?"

"I have no idea," said Penelope. "I haven't seen him since I found out who he really is."

"Do you want to?" said Annie. "See him, I mean?"

"I don't know, anymore," Penelope said. "I mean, I don't know how much of what I saw was the real him and how much of it was his Max Campion persona."

"So you liked him, then?"

Penelope bit her lip. "His refusal hurt worse than all the other ones combined."

"Well," said Annie firmly, standing up and brushing lint off her jeans. "I think you should talk to him."

"I don't think that's a good idea," said Penelope. "I saw him once, at the Cloverdilly. He told me I looked good, but I think he was just being polite. I could tell he was uncomfortable. And then he argued with Edward about something at the theater one night. And he wouldn't stop staring at me."

"Maybe he thought you were hot," said Annie, grinning, as she nudged Penelope's leg with her toe. "Is he hot?" she asked suddenly.

Penelope flushed. "He's very handsome," she said, eyes firmly on her hands, which were clasped tightly in her lap.

"Oooh, look at you blush!" Annie teased. "You do like him!"

Penelope thought back over her time with Johnny. How he'd been different from the others right from the beginning, teasing her as he cagily dodged her questions. How he'd gamely played every instrument Jake could provide, grinning as he butchered that poor song over and over again, his smile growing wider every time Penelope groaned or laughed at his attempts (Since that day, Penelope could never think of "You are My Sunshine" without hearing it in his ridiculously off-key voice. He had to have been faking that; no one was that tone-deaf).

She remembered the warmth in his voice and in his (so very blue) eyes as he'd told her about the Cloverdilly and the park. How that warmth had faded after she'd asked why he didn't write love songs anymore. She thought about how he'd seemed genuinely interested in her, asking about her talents and her future plans, while simultaneously teasing her about her own insatiable curiosity about him. How, despite his awkward conversation in their encounters at the Cloverdilly and the theater, his eyes had constantly been drawn to her face; his gaze flitting over her features in a way no man had ever looked at her before.

Penelope suddenly realized that she did know how she felt about Johnny.

"No," she said. "I don't like him. I love him."