She kept telling her captors that she barely knew Balthier, that she had nothing to do with him and there was no way he'd come to her rescue. She was just a regular orphan, a street rat. A nobody. Surely a sky pirate would have better things to do than go racing off to save her.

But they said he was on his way, and Penelo was highly confused.

Aboard the Leviathon she saw him again, but Vaan was with him and suddenly it all made sense. It was Vaan who came to her rescue. Balthier was just coming along with him for some reason or another. She told herself it didn't matter. She didn't expect him to come just for her anyway. After all, he was with that gorgeous Viera woman. What would he want with her?

Back in Bhujerba, she returned his handkerchief, and he smiled so sweetly and promised to keep it close to his heart. Was he so happy that she had kept it with her all that time? But he couldn't know how she had clutched it in her hand even while being dragged away by those who captured her, how she had held it tightly even while she was with Larsa.

Ah, I see. He says things like this to all the girls.

It was the next night on the airship. They said the flight would take several hours and so they should all rest. Penelo had been paired with the princess Ashe to share a room with. Being in the company of such a beautiful, serious, important woman made her feel small and insignificant. Ashe went straight to bed, eager to preserve her energy for the trek ahead. Penelo watched her sleep.

She's used to this sort of thing. She's used to constantly running and fighting and pressing forward. I haven't done even a fraction of what she has, and I'm already tired.

It had been two hours and Penelo still couldn't sleep, despite how exhausted she felt. Everything was loud and cold on the airship. She quietly exited the room, thinking maybe she could run into Vaan. At the very least, she could talk to him and perhaps feel a little less out of place.

The airship was large and she didn't know which way to go. There were a few other rooms, but which one was Vaan in? Should she wake him up? No, that wouldn't be fair. He had worked so hard to rescue her and deserved to rest.

She turned to go back to her room, but paused when she heard Fran's voice saying she would take over so Balthier could rest. She heard him agree, and then heard footsteps as he made his way from the bridge to the cabins, which were just a few feet away. Penelo was suddenly nervous, not wanting Balthier to see her out roaming in the halls while everyone else was asleep. She'd look weird, or even worse, suspicious.

He was getting closer, just a few steps away before he would turn a corner and be right in front of her. She tried to get the door to open, but there were so many buttons beside it and she panicked, not remembering which button opened it. She was mashing them randomly, having no idea what they were actually doing.

"Come on, open!" she whispered, but the door would not obey her.

"Can't sleep?"

She whirled around. Balthier was standing beside her, the dim light in the hall illuminating his face. "Uh... I wanted to talk to Vaan, but I don't know which room he's in and I didn't want to wake anyone."

Balthier nodded toward the room directly across from Penelo's. "He's sharing a room with Basch. I believe they're both asleep, however."

Penelo lowered her eyes, uncomfortable under his gaze. "I see."

"Was it urgent?"

She shook her head. "Oh, no! It's fine. I'll talk to him in the morning. I just couldn't fall asleep is all."

Balthier smiled faintly at her, and in the back of her mind she wondered how many girls he'd given that smile to. "You're welcome to keep me company until you feel sleepy. My room is right here," he said, motioning toward the door next to her's.

Penelo blinked. "But... don't you share a room with Fran?"

"Fran? No, we're partners, but we respect each other's privacy."

"But you're tired. You need to rest and..."

Balthier pressed a button beside his door and it slid open. He looked at her sideways and smiled again. "Come in."

Penelo's cheeks were beginning to burn. Was this happening? Was he really inviting her into his room? Was she dreaming? Before her mind could even comprehend the situation, her feet began moving and carried her through the doorway. She flinched as the door slid shut behind her, and Balthier sat down on the edge of his bed.

His room was larger and much nicer than the one she had shared with Ashe. There was a small table with two chairs and a cabinet nearby. The bed was large and adorned with silken covers and pillows. It looked like something she would expect to see in a palace.

"So tell me, are you Vaan's lover?"

Penelo's face turned bright red. "No, nothing like that! We're best friends. We grew up together. He's like a brother to me!"

Balthier patted the bed beside him. "Sit down if you like."

Penelo hesitated for a moment, then stepped foward and slowly sat down a few inches away from him on the bed. There was a minute of awkward silence, then Penelo took a deep breath and spoke. "I wanted to thank you for helping Vaan rescue me. It really meant a lot to me."

"You're very welcome. But it was worth the trouble, to help out such a lovely girl."

Penelo blushed again. She tried to remind herself that he probably said these things to every girl he met. He didn't even know her. For that matter she didn't even know him.

That's right, I don't know him. What if I'm wrong about him?

She looked up at him. "You're a kind person. I'm glad I got to come along."

He smiled again, then suddenly leaned foward and pressed his lips against hers. She leaned back slightly, completely caught off guard, but he put one arm around her back to brace her. He pulled away, and Penelo felt heat rising to her face again. She looked at him and wanted to say a million things, but no words would come.

He kissed her again and she closed her eyes. He slowly pressed her back onto the bed, positioning himself on top of her. He was pulling gently at her clothes, expertly loosening the fasteners quickly and without a single fumble. Penelo kept her eyes closed.

What am I doing? Why am I in here? Didn't I know this was what he wanted when he invited me in?

Balthier paused. "Would you like me to stop?"

Penelo opened her eyes. "What?"

"You're keeping your eyes closed. If you're uncomfortable, you certainly don't have to do anything you don't want."

She was so conflicted, she had no idea what to do. Part of her wanted to run back to her room and forget this ever happened. But another part of her wanted this to never end. "I'm just nervous. I'm sorry... I've never... done this before."

Balthier looked a little surprised. "Then by all means, allow me to show you the ropes."

Penelo was still blushing furiously when he kissed her again, then continued removing her clothes. She was scared and excited and embarrassed and happy. She was feeling so many things that she couldn't sort out her thoughts.

It was beautiful. She had always assumed the first time would be awkward and strange and even a little painful. But this was completely different. This was magic. Feeling his body against hers, his hands moving across her, his lips upon secret places, made her whole body tingle and sent shivers up and down her spine. His pace was perfect, as if he had worked out the perfect technique for a girl's first time.

Penelo felt white hot pleasure washing over her, and a few minutes later Balthier rolled off her. She was suddenly extremely drowsy, and within moments was fast asleep. Balthier checked her, making sure she wasn't awake, then carefully sat up. He stood and retrieved his clothes, preparing to dress himself and leave the room, like usual. He had lied of course, about this being his room. In reality it was an extra room he had prepared for just such activities. He could then return to his real room to sleep, pretending nothing had happened the next morning.

As he pulled on his pants, he glanced back down at Penelo. She was smiling as she slept, and she looked quite adorable with her hair messed up and wild strands scattered across her face. Her cheeks were still red from blushing, and he idly wondered if they were now stained.

He sat back down on the edge of the bed, preparing to pull on his boots, when Penelo suddenly rolled over in her sleep and draped her arm across his leg, her body against his back. She was warm, a sharp contrast to the generally cold atmosphere of the airship. He turned and looked at her again. He sighed, dropping the boots and climbing back under the covers, then wrapped his arms around her.

Penelo would awake the next morning to find his sleeping face inches from hers. And though she wouldn't know, it would be the first time Balthier had fallen asleep with someone in his arms in a very long time.