Title:Friends with Benefits
By:Cyrano the 2nd
Spoilers:Set in 2x21 "The Vegas Renormalization" and includes quotes from the episode. AU after the "friends with benefits" conversation.
Category: romance, maybe a little bit of angst
Word Count:3320
Disclaimer:I do not own BBT, Sheldon or Penny. I only take them out to play with them and then put them gently back in their boxes.
Summary: "Sheldon, are you propositioning me?"
Author's Notes:This is my first fan fic in this genre so comments and critiques are welcome. I do not know if this is a one-shot or something that I will continue. Cross posted on my own LJ and to .

Friends with Benefits

Penny discarded her mail on the kitchen countertop and opened the fridge door, surveying a bag of withered carrots and some expired cartons of cottage cheese with distaste. The savory smell of Sheldon's Indian food still tickled her nose and made her stomach growl but a mental check of her bank balance made Penny discard the thought of getting take out. She was just going to have to make due with what she had on-hand. Which, from the look of things, was a whole lot of nothing.

Penny closed the fridge door with a sigh. She heard a muffled cry from the hallway and opened her door to reveal Sheldon pressed futilely against his apartment door, shaking the handle.

"What's wrong, Superman?" she teased him. "Locked out of your big ice thingy?"

He shot her an angry look but grudgingly came across the hall when she invited him over to search for the emergency key Leonard had given her months ago. Of course, she'd left it in their apartment when she went over one morning a few weeks ago, looking for milk for her coffee. And Sheldon responded as usual, completely freaking out at her suggestion that he stay at her place while she called the landlord.

"Of course, today is the day to stop making sense!" Sheldon retorted, his voice high and his Texas twang coming out like it always did when he got really upset.

Penny sighed. "Sweetie, I'm hungry and I'm tired. If you want to sit down, fine. If not, go sit in the hall."

The ultimatum shut Sheldon up for the duration of her call to the landlord and she noticed, as she hung up, that he was gingerly sitting at her kitchen table, his bag of fragrant Indian food still clutched to his chest.

"No answer but I left a message," Penny said, pulling out a plate and fork and sitting them in front of Sheldon. His sneer suggested she'd sneezed on them first. Nevertheless he pulled the fork towards himself and began to rustle around in the white plastic bag, pulling out two shallow containers.

"If your apartment is any indication of the cleanliness of your cutlery, I may as well eat off the floor," Sheldon sniped.

Penny pulled a carton of cottage cheese from the fridge, pulled back the aluminum top and gave it a whiff. Satisfied that it didn't smell spoiled she grabbed a spoon. "We talked about this already," she replied. "It's here or the hall."

Sheldon heaved a long-suffering sigh but she noticed that he waited for her to sit down before he began to eat. After some stilted attempts at small talk they settled into eating in silence. Sheldon, of course, did not offer her any of his food and Penny pointedly didn't offer him anything to drink in retaliation. She knew it was stupid but Sheldon always seemed to bring out the most childish tendencies in her. She remembered the time he had given her three strikes and banished her from the apartment and how she'd gotten her revenge by ruining his laundry night. Of course, it had quickly escalated into all out war that only ended because Sheldon's mom had ordered him to apologize to her. But, in her very secret thoughts, Penny admitted it had been kind of fun to match wits with Sheldon. Or, at least match tempers.

"Do you want to play a game?" Sheldon asked as he finished the last bite of his pad thai. He stood up, taking his empty take out containers, along with her empty carton, into the kitchen and throwing them into the trash.

Penny's eyes narrowed. "Is it anything like that car game?" she asked, remembering the whole 'check engine' light debacle with a shudder.

"Of course not," Sheldon denied, looking a little disappointed. Penny rolled her eyes. He probably really had wanted to play that stupid chemistry game. "How about Twenty Questions?"

"All right, " Penny said, gesturing for him to sit on the couch. Sheldon eyed the cushions with distrust, moving some of her clothes out of the way before he sat down. "My turn first," Sheldon said.

Ten minutes later, Penny knew it was a mistake to play with Sheldon. Of course, he would pick the most obscure thing possible. When she was still stumped on her twentieth question Sheldon huffed, "Spock! I'm Spock!"

Like I would have guessed that, Penny thought. She massaged her temples, feeling a headache coming on. She hoped that the landlord called back soon. If he didn't, Penny had half a mind to make Sheldon call a locksmith, just to get him out of her hair.

"Are you and Leonard friends with benefits?"

Penny squinted at him, unsure if she'd heard correctly. That was a hell of a non sequitur, even for Sheldon. "What?"

He repeated the question calmly and Penny felt an awful sinking feeling in her stomach. "Where did that question even come from? Did he say we were?" She heard her voice getting shrill at the end. She was used to guys making up rumors about her but she'd never thought Leonard was the type to treat a woman like a sexual conquest.

"He said nothing," Sheldon answered and Penny felt a little of her tension leak away, "But who knows what he does over here when he pretends your mail was misdelivered."

Penny couldn't help but feel a hot spike of anger. What did Sheldon think she was- some kind of slut who slept with men just because they brought her mail over once in a while. "Just mail. No benefits," she said flatly.

"I see," he said in that way he spoke when he had discovered a fascinating tidbit of human interaction. Like an alien studying homo sapien culture and finally figuring out why all men lied about their size of their penises.

"Why are you asking?" Penny asked, curious herself. It wasn't like Sheldon to talk about sex, even in his alien-gather-facts-to-report-to-the-leader way.

"I'm curious about the whole social construct. On its face, the idea of satisfying ones sexual appetites-assuming one is afflicted with such-without emotional engagement-that seems eminently practical. What I have observed however, is Howard Wolowitz crying like a little girl."

So, Leslie Winkle had finally broke it off with Howard. Which meant he would be ratcheting up his sleezy comment count.

"Well," Penny said slowly. "Some people just can't handle that kind of relationship."

Sheldon turned to her, a strange intensity on his face. "Can you?"

There was a note of challenge in his voice, daring her to answer the question but Penny was too busy feeling her eyes nearly jump from their sockets to do more than squeak, "Excuse me?"

A question like that coming from anyone else would be a come on.

"Can you?" Sheldon repeated, deliberately spacing the words as if she were a particularly slow child. "Are you able to have sex with men without developing an emotional attachment?"

Why was Sheldon asking her this? She would expect a question like that from Howard. Maybe even Leonard if he got really desperate. Hell, she wouldn't even be surprised if Raj knocked back a few and took a shot at her. But Sheldon?

Penny thought about ending the conversation by telling him she didn't want to talk about it. But the note of challenge in his voice and the way he'd condescendingly repeated the question made her change her mind. She leaned forward, running a hand through her hair and lowering her voice into a sexy, bedroom drawl.

"Sheldon, are you propositioning me?"

Sheldon's eyes met hers. "I am merely suggesting that such a relationship may be mutually beneficial," he said calmly. "It would serve to mitigate sexual frustration for both of us and, unlike Wolowitz, I am quite certain I would be able to avoid emotional entanglement."

Penny's brain had stuttered to a stop on 'sexual frustration'. Sheldon was admitting he had sexual feelings. And he wanted to act on those feelings. With her.

Oh God. He was propositioning her!

Which wasn't possible—right? Penny's mind automatically split men into two categories; Date and Not To Date. Sheldon was in the latter group, along with her high school teachers and the cute old men at the supermarket. Male, yes. Objects of sexual attraction, no. It wasn't that Sheldon wasn't cute, Penny reflected. He had nice skin and his body was all right, if you liked the long, lanky thing. And Penny had to admit that his eyes were very nice and his face...well fine, he was handsome, as far as that went.

But he was also fussy, arrogant, condescending and a total pain in the ass. And he had never, ever shown any interest in dating. In fact, he seemed to treat most interpersonal relationships like some kind of contagious disease, to be avoided at all costs.

"Okay," Penny said slowly, fighting to keep her voice steady. She didn't want to hurt his feelings by rejecting his proposal out of hand. "Lets say for the sake of argument I would even consider it. I know what you would be getting out of the bargain but what's in it for me?"

Sheldon tipped his head to the side. "First, it is convenient. We are already, as you have avowed, 'friends'. In addition, we live across the hall from one another, so access and opportunity would not be a problem. And, while my lack of experience may be undesirable, I do not think it is prohibitive." He looked up into her eyes seriously. "You would find me...teachable."

His voice dropped on the last word and Penny felt a shiver tickle her spine at how sexy he made that word sound. And then she shook herself. Get a grip, girl. It hasn't been that long! Penny thought. This was Sheldon, for God's sake. And there was no way she could even consider doing this.

Penny bit her lip and said, "I'm sorry sweetie, but while you may be able to avoid getting involved, I can't. Believe me, I've done this kind of thing before and it never works out." She reached out a hand and placed it on his knee, desperate to let him know that it wasn't personal. "Besides," she smiled at him. "I wouldn't want to lose you as a friend. Okay?"

Sheldon inclined his head seriously. "Very well. Penny, I do not believe that the landlord is going to be back tonight."

"I think you're right," Penny said, getting up and going to the closet for some blankets and a pillow. As they wrangled over sleeping arrangements, Penny reflected on how different Sheldon was from other men. The guys she'd dated would never have taken 'no' for an answer. At the least they would have tried to talk her into it and at most they would have begun kissing her, trying to get her to give in. But Sheldon did neither. And she didn't think it was because he didn't have any experience. There were plenty of horny virgins out there. No, it was because he took her words at face value. For him, no meant no-end of story.

Penny settled herself down on the couch, still reeling from Sheldon's proposition. It was weird to think of him wanting sex like any other guy. She closed her eyes, trying to picture what it would be like to him but her imagination utterly failed. The only thing she could envision was him pulling away, saying something about how unhygienic it was.

It was this thought that made her smile, even when he called her into the room, complaining that he couldn't sleep. She switched on the lamp by the couch and shuffled into her own bedroom. Sheldon had fluffed up her pillows and tucked her comforter tightly around himself, just as he did in his own bed and her heart was touched by fondness for her strange, quirky neighbor. She sat at the head of the bed and sang 'Soft Kitty' for him in a soft voice, still with a half-smile hovering around her lips.



Sheldon turned toward her and a slice of light from the lamp in the living room fell across his face. Penny was suddenly struck by how very blue his eyes were. Like dark-wash denim. Like the Nebraska sky right before a lightning storm. Her dad had called it electric-sky blue.

"Thank you for letting me stay here," Sheldon said, his voice low and sincere. Penny felt her breath catch in her throat. Looking at him as he laid there, looking so earnest and a bit rumpled, made her realize that she was getting a glimpse of Sheldon the Man. Like, the person he would be if he didn't have all his weird hang-ups and boyish obsessions. The man he could have been if he'd been normal instead of...well, Spock. This was the part of him that had given him the courage to ask her about friends with benefits and to admit that he had sexual desires. That thought sent a bolt of heat through Penny and it took her a long moment to realize that she wanted him back.

That realization was the second time tonight that Sheldon had done this to her-turned her whole perception of him upside down. And that scared her more than she wanted to admit.

"Oh honey, you're welcome," she replied because she had to say something. He was still looking at her, his beautiful eyes taking in every flicker of emotion that crossed her face. Could he see how much she wanted to touch him? What would he do if she did?

This had to stop. He had to make her stop feeling like this. He had to go back to being Sheldon again, not the sincere, astute, sexy man laying in her bed. Suddenly, Penny was seized with the need to scare him back to normal, to shake him as he was shaking her. She leaned forward and determinedly pressed her lips to his.

She'd meant it to be a quick kiss, just enough to freak Sheldon out and make him back down. But his lips were soft and his smell--like fresh-cut grass and sunshine and how was that even possible when he never went outside? She breathed in the scent of him, angling her body so that she way leaning against his side, and unconsciously deepened the kiss. Her lips moved over his and her tongue licked at the seam of her lips.

Penny almost jumped out her skin when Sheldon groaned into her mouth. His arms wrapped around her, pulling her tightly to him as he opened his mouth to her questing tongue. His own tongue met hers, twining around it, mimicking her movements with facility. Penny arched into him, pressing even further against Sheldon's warm body, cursing the blanket tangled between them. Sheldon's hands roamed up her back, sending shivers dancing down her arms. Penny felt herself quickly reaching the point of no return, knowing that if they kept this up for a few more minutes, she would not be able to stop herself.

But before she could think too deeply about it, Sheldon was sitting up and, without breaking the kiss, reversed their positions. He leaned over her, his legs pinning hers, his hardness obvious against her leg. She pushed the blanket away, desperate to lift up his shirt and feel skin against her hands. She couldn't believe this was happening—that Sheldon's body was on top of hers, that Sheldon's fingers were tangled in her hair, that Sheldon's lips against that sensitive spot on her neck were making her gasp and moan. Where had Dr. Sheldon Cooper learned to kiss like this?

And that thought jarred Penny back to reality. This was Sheldon. Sheldon.

Penny pulled away, pushing against his body with her hands in a wordless plea for him to let her up. Sheldon shifted his weight and Penny scrambled off the bed and onto her feet. She was breathing heavily from the kiss and from desire. She fidgeting straight her camisole, which had become twisted when he'd flipped them, and running her fingers through her hair. Finally feeling like she'd regained some composure, Penny sucked in a shaky breath and ventured a look at Sheldon.

He had settled himself into the Indian position and was watching her dispassionately, face composed and breathing completely normal. No sign at all that not a few moments before he had been moaning against her neck and rubbing his erection against her. He looked completely unmoved.

Penny thought she hated him a little for that.

"I'm sorry, Sheldon. I just don't think it'd be a good idea if we..."

She trailed off, hoping he'd get the hint but of course, he had to finish the sentence. "Engage in intercourse," he said coolly.

"Yeah," Penny shifted nervously. "Its not that...I mean, you were great. Really. But you're homesick and I haven't dated for a while and I just don't think it would be...good, you know?"

"You know my view, Penny." Sheldon said in his most prim teacher voice. "I clearly expressed it not an hour ago. And it seemed that, despite what you said then, you were more than amenable to my suggestion." There was a hint of hurt in Sheldon's voice and Penny was reminded that he was a guy and she had just, in essence, cock-blocked him. She winced.

"Yeah. I'm sorry. I got a little carried away. But I meant what I said before."

"About becoming emotionally attached to your sexual partners?"

Penny crossed her arm over her chest. She remembered how her relationship with Kurt had begun as a one-night stand and ended with her feeling needy and hurt, never knowing if he cared for her the way she cared for him. "Well, yeah. Sheldon, sex makes you feel things." At his skeptical look she clarified, "Sex makes me feel things. Feel closer to the other person. Want them to feel the same way about me."

"And you do not wish to feel these things for me." His voice was flat.

"Sheldon," Penny said gently, "You were the one who said you wanted no 'emotional entanglement'." She remembered a time a few months ago, when he'd accused her of having "man after man" leave her apartment. "Its different, just picking someone up and sleeping with them, knowing that you'll never see them again. But when its someone you care about..." She shook her head. "I just can't do that. I can't turn off my feelings and pretend like I wouldn't want more."

Sheldon nodded. "I see. Thank you for the explanation Penny. Good night."

He unwound his legs and laid down, pulling the blanket up over him. Penny turned away, clearly dismissed. She lingered at the door, feeling that she had messed up somehow. That she had hurt him, although she had no idea how.

"I am sorry, Sheldon," she said softly. He did not reply and, after a moment, she left the room, settling back on the couch and turning off the light. But she stared into the darkness for several hours before sleep finally claimed her.