AN: Not much to say about this story, other than it's fluffy smut. If you don't like reading Penny and Sheldon smut, then you have clicked on the wrong story. Rated M for a reason, read at your own discretion. I apologize for any minor discrepancies you may find that my sleep-deprived brain has missed. I hope you enjoy the story :)

Sheldon lay in bed awake for the third night in a row. The reason being a problem he'd so rarely encountered since puberty. A desire for something he felt ashamed to crave. A need for something he absolutely did not want to admit he needed. He was Sheldon Cooper for crying out loud. He did not succumb to normal human emotion and need for physical contact and intimacy of any kind, yet here he was.

To put it crudely, Sheldon was horny. He felt like a teenage boy whose hormones were running rampant and he was quickly realizing that he could ignore it no longer. Something had to be done. The lack of sleep was really getting to him. He was having trouble focusing at work, his thoughts easily lingering to coitus. He was easily agitated, snapping at everyone for no reason at all, a fact that did not go unnoticed by his friends and colleagues. Worst of all, he couldn't take his eyes off of Penny whenever she was around.

Try as he might to ignore it, Sheldon's mind always went back to thoughts of his far more experienced neighbor naked. He often found his eyes lingering on her many curves and assets. He felt embarrassment and shame every time he caught himself.

He knew it was human nature to crave coitus, but it just wasn't him. He had no interest in being with a woman. His focus in life was on his work and his goal of winning a Nobel Prize. One could not win a Nobel Prize if he was too busy chasing after women.

Sheldon knew he had to do something about this. Deep down, he knew there was only one solution, but he desperately hoped it wouldn't come to that. Instead, he hoped he could satiate his desire with a little help from his right hand.

He reached into his nightstand, feeling for the bottle of lotion he kept there. He pulled it out and set it beside him in bed. He then pulled the covers off of himself, crumpling them at the foot of the bed; too desperate to worry about the disarray he was creating. Next, he peeled off his pajama bottoms and flash briefs, adding them to the growing pile. He slid his shirt off and tossed it aside as well, not wanting to risk ruining it. Finally, he grabbed the bottle of lotion and poured some into the palm of his hand.

He let his hand slide down his stomach and brush across his hardening length, letting his breath out in a hiss at the sensation. He started to slowly stroke himself to his fully length, letting thoughts of his select few past encounters drift through his mind. He gradually started to increase his tempo and the strength of his grip as he felt his release bubbling to the surface. It wasn't long before his body succumbed to its desperately sought after release.

He continued to stroke himself gently as his cock softened, milking himself. When he had come down from his high, he grabbed some Kleenex and cleaned up the mess he had made on his stomach. He then gathered up his clothes and made a mad dash for the washroom so he could wash of properly.

As luck would have it, that wasn't enough. After cleaning himself off and getting back into bed, he still couldn't fall asleep. He tossed and turned for another hour or so before finally giving up. He glanced at his bedside alarm, the red numbers flashing 1:05 a.m. 'Maybe she's still awake,' a voice in his head urged. Sheldon sighed, knowing the voice was right. The bubbly waitress across the hall was his only hope.

Sheldon got out of bed and crept his way out of the shared apartment, not wanting to wake Leonard and risk having to explain this horribly inconvenient situation, especially given his past with said neighbor.

When he reached Penny's door, he commenced his ritualistic knocking, his OCD taking over even now. On his third and final set of knocks, the door was yanked open by a rather disgruntled Penny.

"What?!" she asked in exasperation. "What could you possibly want at one in the morning, Sheldon?"

"I was hoping you would abide by social etiquette and invite me in. I have an important proposition I wish to discuss with you," he replied smoothly.

Penny took a deep breath, trying to calm herself.

"Sheldon, sweetie, can't this wait until morning?"

"Penny, as it is currently a little after 1 a.m., it is morning. That fact aside, no it cannot wait. I would not be here if this was not an emergency. I am a firm believer in the need for at least 8 hours of sleep a night, after all."

Penny sighed and stepped aside, knowing he wouldn't leave her alone until she let him say whatever it was that he needed to say. She was awake now anyways, may as well hear the whack-a-doodle out.

"This better be important," she said as he walked passed her and headed to the couch, perching precariously on the edge and looking at her apartment with obvious disgust.

"You really should clean this mess you call an apartment. It is a health and safety hazard, Penny."

Penny was quickly losing her patience.

"Get to the point Sheldon. It's late and I would like to go back to bed," she snapped.

Sheldon took a deep breath and motioned for her to join him on the couch. She did. He fidgeted as he racked his brain for the right thing to say. Penny noticed his discomfort and tentatively placed a reassuring hand on his knee.

"It's okay, sweetie, whatever it is you can just tell me," she said soothingly.

He looked at her a smiled a sad smile. She returned his smile and squeezed his knee.

"The past few days I have been having difficulty falling asleep. It has taken me three days to accept the reason behind this, but now that I have, you are my only hope for relief from this torture," he began, earning himself a classic confused look from Penny. "I assure you, I would not be here asking you what I am about to ask you if it was not completely necessary."

Penny was not following this at all and knew if she let him continue on with this rant she would never figure out what he was trying to tell her, so she butted in. "Sheldon, please, just tell me what it is you want…" He opened his mouth to interrupt, but Penny was too quick, "Sorry, what you need to ask me."

Sheldon took another deep breath and steeled himself for the inevitable slap he was about to receive. "Penny, I am here to ask you if you would please engage in coitus with me."

Penny's mouth hung open and she looked at him in disbelief. "Did you just ask me what I think you did?" she asked incredulously.

"If you think I asked you if you would be willing to have sex with me, then yes."

She opened and closed her mouth a few times before finally saying, "but why? I thought you were afraid to even so much as shake someone's hand. You do know that in order to have sex we would have to be naked and touching each other, right?"

"Yes, of course I understand that. As much as it pains me to admit it, I am human and I, like everyone else, have sexual desires. I cannot suppress them any longer. If you're worried about my lack of experience, don't be. I can assure you that although my experiences may be few, I do know what I am doing."

"You're serious?!"

"Yes, Penny. I would have thought that my lack of saying 'bazinga' would have made that fact clear to you."

"Okay I need a drink," she said, rising from her spot on the couch and heading for the half empty bottle of vodka stored in the kitchen.

Sheldon sat silently for once, watching her make her way through the apartment. He suddenly found her every move fascinating and was having a hard time keeping his thoughts clean.

After downing a few gulps of the clear drink, she made her way back onto the couch, sitting closer to Sheldon than she previously had been.

"Are you sure about this?" she asked, sliding her hand up and down his thigh slowly.

He swallowed thickly and nodded. Penny leaned in, placing her free hand on his cheek. Sheldon closed the distance between them, pressing his lips to hers. He let out a low moan when she pulled herself closer to him and used her tongue to coax his lips to part. He obliged eagerly, letting her tongue slide against his.

As their tongues explored each other's mouths, Sheldon let his hands slide down Penny's back until they reached the hem of her shirt. He hesitated briefly before slipping his hands beneath it, caressing her lower back.

Now it was Penny's turn to moan at the touch, arching her body toward him. She buried her fingers in his short, silky hair and pulled him closer, deepening their kiss and moaning into his mouth. A shiver ran through his body at the sensation.

He slowly slid her shirt up as they kissed, only breaking apart briefly to breathe. Finally, they had to break apart so he could slip her shirt off and toss it on the floor. He couldn't help but stare at her for a few moments, mesmerized by her beauty. Her creamy, soft skin and womanly curves were driving him wild.

He leaned back in and kissed her passionately. He pulled back a little and whispered, "You're beautiful," in her ear. Penny smiled and pulled him in for another kiss.

She started to kiss his neck and inch his shirt up. He moaned her name softly and slid his hands up her sides, resting them on her ample breasts. He cupped her breasts, rubbing them gently through her bra.

They broke apart briefly so she could slip his shirt off and toss it onto the ground, next to hers. She slowly kissed a trail down along his neck, to his collarbone, to his chest. running her hands down his sides in the process.

As she made her way down his upper body, he unclasped her bra. She dropped her arms to her sides and let the bra fall off. Sheldon pushed it to the floor and placed his hands on her now exposed chest. She hummed in pleasure as he brushed his thumbs over her nipples.

After she finished her exploration of Sheldon's upper body with her mouth, Penny returned her attention to his lips, brushing her lips against them softly. He returned her kiss, pressing his lips more firmly against hers before letting his tongue brush against her lips. He nipped her lip playfully before using his tongue to explore her mouth once again.

Penny felt her arousal growing with each touch. She would have never in a million years imagined that Sheldon would be the source of such pleasure. She knew this was a big deal and she wanted to make it special for him.

Penny began to kiss and nip his neck again; eliciting heavenly mewls from Sheldon. She let her hands slide down his torso, stopping at the waistband of his pants; she looked at him for permission. He nodded briefly, his cheeks going crimson.

"If you're not ready…" she began softly, but was quickly interrupted by Sheldon.

"No… I'm ready. I'm just… nervous," he said quietly.

She cupped his cheek and kissed him. "It's okay sweetie, I promise I'm not going to hurt you."

She kissed down his torso saying, "I. Promise. Sweetie. It. Will. Be. Special," in between kisses.

Sheldon smiled and ran his fingers through her hair. "Any time I'm with you is special, Penny."

Penny felt warmth spread through her chest at his uncharacteristically sweet words. She kissed him as she undid the button on his pants and unzipped them. He pushed his hips up off of the couch, allowing Penny to slide his pants down. She slid them down to his ankles and left them there for now.

Sheldon tried desperately to control his blush as his body was exposed to someone for the first time in such a long time. He pulled Penny back up and kissed her fiercely. She positioned herself between his legs and let her body press against his while they kissed.

Sheldon slid his hands down her spine, his touch causing goose bumps along her skin. He squeezed her butt playfully, causing her to smile as they kissed. He then slid her pajama pants down her legs. She stood up and stepped out of them, kicking them off to the side before repositioning herself between his legs.

Penny ran her hands up and down his thighs slowly, noticing how it made his cock twitch. She ran her hand over the bulge in his briefs, making Sheldon's breath hitch. He buried his fingers in her hair when she began to lightly nip him through the fabric.

Finally, after what felt like hours of blissful torture to Sheldon, Penny slid his briefs down his legs and took them off along with his pants, discarding them with the rest of their forgotten clothes.

Sheldon struggled to suppress a loud, throaty moan when Penny licked up his length. She then licked around the head like a lollipop before slowly sucking him in. She kept her pace slow at first, only taking in a shallow amount, using her hand to stroke the rest of his surprisingly large member.

He tried to keep his hips still as she moved her head up and down. Eventually remaining still became too difficult and Sheldon buried his fingers in her hair once again, pulling her head down further onto him and began slowly rocking his hips in time with her motions.

They continued like this until Sheldon was close to his release, he gently pulled her head up to meet his and kissed her desperately. She returned the kiss, moaning into his mouth as she pressed her body to his and rocked her hips against his.

After kissing for several minutes, allowing Sheldon to cool off a little, he got up from the couch, taking Penny with him. She wrapped her arms around his neck, her legs around his waist, and clung on for dear life as he carried her to her bedroom. He set her down gently on the bed and crawled on top of her, balancing his weight on his arms.

He kissed her passionately for a few minutes and then made his way down to her neck, kissing and licking a trail down her neck and collarbone, landing at the swell of her breasts. He gently cupped the one breast in his hands, rubbing his thumb in a circular motion over her nipple. She let out a low mewl at the sensation.

Feeling bold, Sheldon took her other nipple into his mouth and sucked, nipping lightly. He was definitely not disappointed with her reaction. She wrapped her legs around his hips and moaned his name. He could feel her heat pooling between their legs, causing his cock to twitch with anticipation.

Penny snaked her arm between them so she could stroke him while he pleasured her breasts. She felt his warm breath ghost over her chest as he sighed blissfully at the sensation of her touching him once again. He was beginning to regret all of those wasted years of just being casual acquaintances with Penny. He wished he had come to her sooner. He was beginning to feel more than just lust for the gorgeous woman beneath him.

He brought his attention back up to her mouth, kissing her sweetly. While they kissed, Penny lined his cock up with her entrance and Sheldon slowly lowered his hips until he was fully sheathed in her accepting warmth.

"Mmm Penny, you're so beautiful," he whispered.

"You're pretty sexy yourself, Dr. Cooper," she replied seductively.

Sheldon smiled at her indulgently before kissing her lips briefly.

They slowly built a rhythm of rocking their hips in time with each other, her legs going around his waist once again and pulling him flush against her. She felt her skin heating up as their pace quickened and his movements became less gentle and more frenzied.

By now they were both close to their releases, moaning and mumbling incoherent sentences, too lost in their shared bliss to think straight. They kissed frenziedly as they roughly ground their hips together.

"Penny, baby, come for me," Sheldon whispered in her ear when he felt himself teetering on the edge of his release.

That was all it took. Penny's release came crashing through her, causing her vision to go fuzzy and everything in her body to tense and arch towards Sheldon, screaming his name as she came. The feel of Penny's center milking him was more than he could handle, he fell off the edge with her.

His long awaited release was so intense that he could no longer support his own body weight. Penny hugged him to her, kissing him lovingly.

"That was-" Penny began.

"Amazing," Sheldon said with a smile.

"I was going to say perfect," she replied with a giggle.

When Sheldon got his bearings, he rolled off of her, laying beside her and hugging her body to his. They laid in silence for a few minutes, coming down from their high.

"Penny, I think I love you," Sheldon finally said, breaking the silence.

Penny beamed at him and kissed him passionately. "I love you, Sweetie."

They kissed for a while, but inevitably, their need for sleep got the better of them. They feel asleep in each other's arms, without a care in the world. For tonight, it was just the two of them. Everything else could wait. Sheldon has never felt so complete. He finally understands what he has been missing all of these years, his other half. His last though before drifting off is that he will do anything he can to keep her in his arms forever.