A/N(This little story came upon me when looking up fanfic's about DHSAB)

Billy laid in bed next Penny, who was asleep. It was 5am and his mind was not at ease. He kept thinking of what happened 3 weeks ago. The reason Penny was laying next to him, sleeping soundly. He sighed. It was almost like the whole event happened just yesterday;

"Look out Billy Buddy, its gonna be bloody..." Billy held up the 'Death Ray' to the frozen Captain Hammer. No mistakes had been made, he was going to make his first kill.

Penny had been hiding behind a few chairs, witnessing the man she had been dating, frozen, and helpless. She couldn't help but shed a tear, even if she'd only knew him for a little while. She watched the tall, lean, blond man stood infront of Captain Hammer. She tried to think of something to do, say, or stop this.

Before he could count down to three inside his head, Billy had already pulled the trigger, blasting a red beam. Making Captain Hammer blowing up his frozen body, into a bloody mess. Penny screamed at the top of her lungs, causing Billy to jump. He turned around to terrified civilians, and blood splattered against the walls of the room. He cringed when he saw the pain on Penny's face.

Penny soon got up and ran out of the room, with terrified eyes.

Billy still remembers her face, it still makes him shiver with pain and agony. He shook him self from his thoughts and looked over at the sleeping beauty that was Penny. He turned himself over and smiled at her sleeping face. A bigger smile soon came to his face knowing that he was going to propose to Penny. Billy softly stroked a strand of hair on Penny's Face. He bit his lip. Penny wasnt in his bed in his aparment, because he killed Captain Hammer. That was far from the reason. But it was part of it. Billy sighed and let his thoughts think back to the day, the reason, why Penny, was with him.

It was 3 days after the event of killing Captain Hammer, and Billy was out of His Dr. Horrible disguise, and was doing laundry, beacuse even Super Villians in the League of Evil, have to laundry. Billy loaded in his whites, and set the adjustments and started the washer. He looked over to see a depressed red head, unloading her darks. He slowly walked over. "H-Hey, Penny" He said putting on hand on her shoulder

Penny lifted her head softly, she had a few tears coming out of her eyes. "Oh.. Billy." she wiped her tears away with her sleeve. "Sorry, I was just thinking about Captain Hammer... Um, I dont know if you heard, but he was killed... A-and..." Penny couldn't finish her sentence, she started sobbing in to Billy's shoulder.

He blushed softly and pulled her into a warm embrace. He felt almost guilty for causing the reason of her tears. But he knew, that this gave him a chance to be with her. He gently rubbed her back, trying to calm her. "Its alright." he whispered. "Everything happens-"

"Dont say for a reason" Penny intterupted.

He shook his head "No, just that everything happens... You're the one who told me that.." he said softly

Penny looked up into Billy's eyes. Her eyes were puffy and tear stained. She forgot that she had said those words. She was speechless that Billy, had acctually remebered what she had said. She pulled pulled back softly, so that she was still in his embrace, but she could look up at him. "You remembered what I said?" she asked.

"Of course I do." Billy replied."I always remember what you say. You're very insightful..." Billy smiled down at her.

Penny felt her heart soar 40 feet. She didnt know if that was because she was crying and she wasnt thinking straight, or these were real feelings. But, she couldn't help but feel like she wanted him to kiss her, to love her. To tell her, she was his. And then Penny did the unthinkable. She got up on her tippy toes and softly kissed billy.

Billy blushed. He was being kissed by Penny for the first time. Billy held her close. He softly kissed her back wanting this moment to last and last forever on.

(Authors Note: This is my first fanfic for Dr. Horrible's Sing Along Blog. I love this movie. I just wish i could have the songs on CD. And I love that the character is played by Neil Patrick Harris. I LOVE HIM. My mom loves him to. He is super hot, even if he is gay.)