Disclaimer: I do not own any characters or concepts related to Dr. Horrible's Sing Along Blog. This is written purely for my own entertainment :)

Authors Note: Penny and Billy's relationship strikes me as having the ability to be either extremely adorable or really creepy, depending on how you play it out.



Penny's eyes flutter at the sound but do not open.

Her head is pounding, her skin too tight, her muscles too stiff. She is groggy and queasy and though she's never had a hangover she's quite sure this might be what it feels like.

The phrase 'death warmed over' also jumped quickly to mind.

"Oh my God, Penny... I did it, I did it,"

She finally forces herself to open her eyes immediately regretting such a rash and clearly foolish decision. The light above her is blinding, her eyes sting and water and soon the world starts spinning with no sign of stopping. She blinks furiously, but the movements come out clumsy and lethargic, eyelids slow to respond to such demands.

To her amazement (and gratitude) the blobs eventually slow and swirl into focus. Reds and blacks and grays forming and dancing, finally clearing to reveal a gaunt figure looming over her, fearsome black goggles staring, a demented smile on his face.

Her stomach churns and before she is fully aware of what is happening, she is leaning over the side of the bed retching. Nothing comes. She squeezes her eyes shut and tries to quell the nausea rushing through her.

"Oh God, Penny, are you okay?" She opens her eyes once more and sees nothing but cold steel beneath her. "Of course you're okay, you're alive! I did it, I did it,"

The voice is familiar yet foreign, giddy and demented. She rolls awkwardly back into a sitting position, wiping her mouth with the back of her trembling hand, her head swimming.

"What," She starts weakly, and pauses, continuing only when she is sure she won't start dry heaving again, "What happened?"

The man in the goggles smiles, baring teeth.


Something inside her clicks and somehow she knows.

"Billy?" She says, tilting her head, licking her lips.

He looks (or she supposes he does, with the goggles, she can't be sure) confused at first, pauses, and for the briefest of moments she thinks she can see her friend, lost and slumped, playing dress up in dark goggles and a sinister labcoat.

"Billy, what happened?" She repeats, looking at her nightgown, the bed, the room.

The bed, she soon realizes, is merely a dressed up metal slab in the middle of an eerie laboratory. Shocking blue sparks fly from strange and frightening machines, swirling veins of green liquid squelch unpleasantly through plastic tubes winding around the room.

Her eyes focus once more on Billy, a Billy she has never known, never seen.

Or perhaps she had and just wasn't paying close enough attention at the time.

"What happened?" He repeats slowly, his lips slowly pulling up at the corners forming a near feral grin, "What happened? I- I've done the impossible! They all thought I was crazy! Demented, irrational, deranged! A failure, but I did it!" He holds his head high with pride, teeth bared delightedly, as though he has something to prove.

"I brought you back, back from the dead. I-" He started laughing, deep and booming and terrible, and he looks every bit the demented doctor he aspired to be. "I brought you back to life! You're back! You're mine and we can finally be together! Forever!" He turned his goggled face to her in excitement, nodding without any inclination of ever stopping.

Chills spread through Penny and she felt suddenly, acutely, painfully sick. Her skin suddenly feels dirty and pale and dead, itching and crawling. She crossed her arms tightly against her chest, her breathing shallow. His obsession rolling in, covering her in a fearful fog, attaching to her skin like an oily film.

"You know what? I have just the thing!" He proclaimed, "I'd been saving it! I knew this day would come, and they laughed at me," He is muttering excitedly to himself, his back to her rummaging in the shadows while Penny sat, shaking, violated, exposed in the spotlight, hot and burning above her.

He returned, in his gloved hands a large silver key and official looking rolls of yellowing paper. She is, against her will, curious and at the same time horrified.

"It's the key to the city, well country," He says casually, "Australia," He clarifies, "It's yours,"

He holds them out to her.

She can only stare at his goggles in shock and fear and disbelief.

"Billy, Billy stop, you're scaring me," She slides back on the slab, away from him, until she is almost on the edge.

"You don't like Australia?" He questions with genuine shock and disappointment, "That's okay, it's okay, I can give you," He pauses, appearing to do some fast thinking, "France! That's a nice place isn't it, romantic right? No? Rome? Italy?" He snaps his gloved fingers, it doesn't make a sound but the gesture is one of habit, "Hawaii! I hear the weather is amazing this time of year,"

Penny is removing her blanket and slowly slipping off the bed, her muscles are wobbly and her chest and stomach are searing and screaming. She hasn't, healed yet, she supposes, or become... become fully, alive again, or, or something. The thoughts of her dead and being revived like some science experiment frighten and sicken her and she can't- she can't stay in this room another second.

Not with Billy, not with Doctor Horrible.

"Penny?" He questions and she thinks perhaps she can hear the old Billy, her Billy buddy, but she looks up and can only see the black of his goggles. "Penny what are you doing? Where are you going?" He takes a step toward her and she flinches away. He stops short and just stands there, unsure.

"I can't do this," She says, her chest and stomach protest, and her head spins as she tumbles off the slab in the hospital gown, "I can't- I can't be here" Her face is determined yet afraid. Billy can spot the insecurity in her eyes, the slight quiver to her lip.

There is still a chance he can get her. Make her see. She just needs to realize- she's just confused.

"Penny, Penny don't," He says placating, she just needs to listen, "What do you want? I can give you anything, everything! Whatever you want! I can make homes for all the homeless in Australia, they could all live there, you'd like that right?"

She doesn't answer, she just trembles.

He steps toward her once more, finally coming into the light. It is harsh on his face, the goggles casting deep, dark shadows over gaunt features.

Penny steps back, bare feet cold on the dull steel.

"I did this, all of this," He gestures vaguely, "for you." The words ring painfully in her ears, "The power is in different hands now."

She merely looks at him, fearful.

"What do you want?" He asks once more, pleadingly, desperately.

The tone breaks her heart.

"What do you want?" A pathetic whisper.

She brings her hand to her throat, gripping the neck of her gown.

"I want to go," She answers, emotion filling her voice, flooding her eyes, she licks her lips, "Please. Please Billy,"

His mouth opens slightly in silent horror. He slumps.

Her heart hammers in her chest.

When he finally answers his voice is thick and high and cracking.

"Then go,"

She pauses, for just a moment, and then she does.