A/N: Thanks to Tribeca for all her wonderful help. I would've given up on this if it weren't for her encouragement. I think I got all the typos. ;)

The day after Leonard tried to give her a better paper Penny stood at her mailbox and sifted through her mail.

"Hello, Penny," she heard from behind her.

"Oh, hey Sheldon," she glanced up to see if Leonard was with him and breathed a small sigh of relief when he wasn't. "What's up?"

Sheldon smiled a delighted little grin and gestured to the tablet in his hand. "I'm playing Words With Friends with Stephen Hawking."

Penny remembered who that was from when Sheldon dressed up in the maid outfit. Everyone had taken pictures, so even though she wasn't there she had seen it.

"That's great, sweetie!" She went to pat him on the arm, but stopped midway and gave him a thumbs-up instead. The last thing she needed was physical contact with Sheldon.

"Yes, it is," he continued. "I'm 'Coop' and he's 'Rolling Thunder.' He didn't like 'Wheels.'"

"Well, good for you and 'Rolling Thunder,' 'Coop.'" She chuckled to herself. After dropping her junk mail in the trash they headed for the stairs. As they climbed the first flight, Penny decided to get Sheldon's input on her paper problem.

"So I'm taking this history class at Pasadena City College," she, hopefully seamlessly, transitioned.

Sheldon looked at her with approval. "Good for you, Penny. I just know that if you apply yourself you can better yourself." When Penny's face soured he wondered if he had said the wrong thing.

"Thanks, Sheldon," was her dry reply. "If only Leonard thought the same." They reached the second floor. "I told him that I had a paper due on slavery and he tried to give me all kinds of topics when my paper was already written." She had to avoid stomping up the stairs in her anger. "You know what he did yesterday? He read my paper after I told him not to. And then he completely rewrote it!" she practically yelled as they finally reached the fourth floor. "He wanted me to turn in a paper he wrote 'cause he didn't think I was smart enough to get a good grade on my own!" She stood in the hallway, seething. "That's plagiarism and cheating and I just won't do it." Then she seemed to droop a little. "But I did re-read my paper and realized it was crap, so I asked Amy and Bernadette to help me, so maybe I am as stupid as Leonard thinks."

Sheldon listened to all of this without interrupting - mostly because she didn't give him a chance to - and simply shook his head.

"Penny, Penny, Penny. You are not stupid. While your lack of a good education early on has clearly left your intelligence lacking, you still possess the capability of intellectual growth. I believe you just lack the proper motive to learn." They stepped into her apartment and Sheldon shut the door. He cleared a space on the coffee table and set his tablet and mail down. As he sat in 'his chair,' he asked her, "I'm assuming you were doing well enough in this history class before you told Leonard?"

She sat on the side of the couch closest to him and nodded. "Yeah, I was doing fine. I felt really good about myself for the first time since...well, since you started helping me with my Penny Blossoms." Penny tucked her feet underneath her and continued. "But then I told Leonard, and he tried to make a big deal out of it, and he just kinda...overwhelmed me. When he rewrote my paper, it made me feel like I wasn't good enough on my own."

She gave Sheldon a worried look. "Sheldon, I dont feel good about myself anymore. I know you asked me not to hurt your friend, but if Leonard keeps putting me down, making me feel dumb...I might have to." She looked lost in thought for a moment. "I made him bad spaghetti before I told him. I knew he would react the way he did and I think I wanted to punish him for it."

Sheldon, for once, noticed her feelings without help. He knew Sad Penny when he saw it, even without the tears. He also knew Frustrated Penny, Angry Penny, Happy Penny (that was his favorite), and Tired Penny. Sheldon thought he knew Penny fairly well after years of living next door to her, so he felt comfortable in saying his next statement. Leonard may be his roommate and 'best friend,' but Penny was his friend, too. She deserved better.

"Do what makes you better."

This seemed to confuse her. He knew that look, too, so he elaborated. "You have the potential to go against the grain, here, Penny; to defy expectations." He leaned toward her. "Don't let a height-challenged experimental physicist drag you down to his level. No pun intended." He was quiet for a moment, staring at the coffee table. Then he demurred, "I never understood what you saw in him as a potential mate. He's a needy, lactose intolerant homunculus. None of his qualities balance any of yours."

Penny let his words sink in. She came to the conclusion that if Leonard didn't get his act together she'd just have to let him go. But, until then, she'd try to guide him onto the path of not being a dick. And she'd start with a win.

"You know what, Sheldon?" Penny's tone suggested a challenge. It was a tone he knew well.

"I have some ideas, but I won't know for sure until you tell me." Sheldon decided to keep his opinions about Penny and Leonard's relationship to himself, just in case. He liked his testicles pain free.

"I'm going to turn in my paper," 'that Amy and Bernadette helped me write' was unnecessary; they both knew. "I'm going to get a good grade and I'm going to rub it in his face. See if that teaches him a lesson about thinking I'm not good enough."

Confident Penny was back. That made Sheldon happy. "Make sure I'm there when you mock him. I wish to see it."

Penny grinned back at him and said, "Done deal." She held out her hand for a handshake and was surprised when he took it in his warm grasp and firmly shook once.

Sheldon let go of Penny's hand, still feeling a slight tingle from the contact, picked up his mail and his tablet and strode to the door. He turned his head back and smiled. "I look forward to your defeating Leonard." Then he closed the door and returned to his apartment.

Two days later she got her essay back - a B minus! - and texted Sheldon asking if Leonard was home. It was mocking time! Sheldon texted back the affirmitive and waited.

He was on an Avengers forum debating the Iron Man 3 trailer and it's intricacies when he heard her knock on the door.

"Leonard, could you get that?" he said. "I'm in the middle of a discussion." He kept his face away from him, lest he see the tic above his right eye.

Leonard opened the door and Penny glanced behind him to make sure Sheldon was in the room. She almost winked at him before she realized that would probably not be a good idea in this situation. She then proceeded to imitate him and degrade him, simultaneously terrible and spot-on.

Sheldon couldn't contain his laughter. It was the hardest and loudest he had laughed in a very very long time. Penny could hear him in at the door to her apartment. Before she opened her door, she smiled at that laugh and wondered if she could make him do it again.