Okay first, I want to say I was so shocked over the reaction of the last chapter, really didn't expect you guys to enjoy it so much, but im so glad you did! Anyway, on to chapter 40! CHAPTER 40! I still can't believe this thing became this long, and we still have so much longer to go! So yeah, hope you all enjoy this one too. :)

Jealousy, Doubt and Irrational Fears.

When Amy and Bernadette arrived at Penny's apartment, they were in high spirits; ready for a girly lunch with their best friend.

Amy had, at first, been a little annoyed over the fact that Sheldon hadn't mentioned the whole Dungeons and Dragons night to her, but she understood his need for a day with 'just the boys', after all, she had spent many an evening with only the girls and she couldn't be mad at him for wanting the same. It only really bothered her because of what had happened during the last game they had played together, but she could hardly expect something like that to happen every time they played. Besides, their relationship was slowly moving forward anyway so she had no choice really, but to let it go.

As soon as they knocked on 4b and heard their friend growl at them to come in from the other side of the door, they knew something was up. The girls looked at each other with a small frown, both of them confused over the seemingly huge change in her attitude from when they had last seen or spoken to her.

Cautiously, the girls entered the apartment to Penny standing at her kitchen counter, pouring herself a glass of wine with her face in an obvious scowl.

"Penny? Is everything okay?" Amy asked as the girls slowly walked into her apartment, closing the door behind them.

Penny let out an exasperated sigh as she placed her bottle of wine back down on the counter with an unintended bang. No, everything wasn't okay. For the past fifteen or so minutes her head had gone into overdrive, thinking of all the worst possible things that could come of her boyfriend spending so much time with another woman. The trouble was; she knew all these thoughts were irrational and unfounded. She had no reason to doubt Leonard. Everything that had gone on between them in the past six years told her that he was crazy about her and would never cheat on her. He had even told her those exact words only a few weeks ago, but she still doubted it and she hated herself for it.

"Penny?" Bernadette said, snapping Penny from her thoughts.

"I'm fine." She replied blankly with a dismissive wave as she took a sip of her wine. A huge part of her wanted to spill all of these thoughts to her girls, just to get them out of her head, but she already knew exactly what they would say to her.

"No, you were fine earlier." Amy shook her head as she walked over and sat on the chair beside the sofa, "You were the image of a carefree, relaxed woman with endorphins flooding from your pores. Right now you have a tensed posture and the scowling face of a woman that is certainly not fine. We can only assume that at some point during your day something happened that turned that smile upside down, and us," She nodded towards Bernadette, "being your girlfriends, have a duty to listen to you bitch about whatever angered that beautiful face."

"Yeah…" Bernadette said as she moved to sit down on the sofa, a hint of a frown upon her forehead, "Come on. Tell us, what happened?"

"No, really I'm fine." She said, her tone becoming more agitated, as she took another gulp of her wine.

Bernadette tilted her head, "Penny-"

"Look, would you just drop it!" She barked. "I'm fine. I've told you I'm fine. Why do you always insist on trying to get me to talk about stuff when I just don't want to?!" Penny took a deep, shaky breath.

"Is it work?" Amy asked ignoring her angry statement, causing Penny to sigh and roll her eyes.

"Has it got something to do with Leonard?" Bernadette added.

"Did your audition today go badly?"

Penny just shook her head, wishing that her friends would just do as she asked and let it go. She didn't want to talk about it; she knew how crazy her thoughts would sound out loud, but a part of her also needed the release that came with setting your inner thoughts free. Bottling them up, was only making those thoughts more intense.

"Penny, we aren't going to drop it until you tell us what has you so upset." Bernadette said with a soft, yet demanding tone.

"I'm not upset." She replied, taking another sip of wine.

"Well something is bothering you and you better tell us what it is."

Penny took in a deep breath as she looked at her friends. There was no way she was getting out of this. She had to spill what was going on in her head, no matter how unreasonable it may sound. "Alright." She sighed as she turned to her cupboard to grab a couple of glasses and brought them, along with the bottle of wine, down to the sofa, sitting them on the coffee table as she sat down. "I haven't told you, but there's this girl Leonard's been talking to on the ship." Penny looked up and glanced at both the girls, who were just sitting staring at her, waiting for her to continue. "He says she's just a friend – and I believe him – I know he wouldn't cheat on me…" She stopped and looked down at her glass.

"What's the problem then?" Amy asked.

Taking in a breath and looking back up, she continued. "I know he wouldn't. Deep down I know that, but… but something just keeps on niggling at me, making me doubt it." Penny stopped and continued a few seconds later, her tone just that little bit angrier. "I mean, what if something happens. What if… what if they get really drunk one night… or he gets closer to her and decides he wants to kiss her – or something." She shook her head and scoffed. "Ugh, I don't know. It sounds stupid when I say it out loud but it's driving me crazy." Penny took a sip of her drink and stood up, her voice becoming louder and more agitated. "I mean look!" She pointed towards the door, "He is already inviting her to play his stupid little games with him. Next he will be-"

"Wait, what?" Amy asked, "I thought it was a 'boys only' night?"

"Yeah, well, so did I. But apparently that can change for this girl." Penny shook her head and started to pace.

Amy's jaw dropped. "And Sheldon was okay with this?!"

"No, he was pissed off too, but Leonard defended her and said that he owed her! So the guys gave up and let her play!"

"What?!" Amy stood, her voice almost as angry as Penny's. "We need to go over there!"

"Amy, sit down!" Bernadette barked in a voice vaguely reminiscent of Howard's mother. Both Penny and Amy stopped in their tracks and stared at her, before Amy quickly sat back down out of fear and pure shock over Bernadette's sudden outburst.

"Keep talking Penny." Bernadette encouraged, giving Amy a quick glance to make sure she was still in her spot.

Penny then continued to pace the floor of her apartment, sipping on her wine as her anger continued to build. "You know, I don't even see why he likes her so much... Maybe it's the Australian thing." Penny scoffed. "I bet she's all like, 'ooh I'm from Australia Leonard. I have a cool accent and I love kangaroos and I spend all my time at the beach riding the waves and catching some sun. I totally love playing all these nerdy games with you Leonard, and I can suck on a Tim Tam like a pro.'" Penny scoffed again as she slumped down on the sofa. "Bitch."

"Hold on… What?" Bernadette asked, her face full of confusion. "What on earth is a Tim Tam?"

Penny shook her head. "Nothing. Never mind. It doesn't matter, all that matters is that that girl is over there, wherever they are in the middle of the god damn ocean with my boyfriend. She gets to sit beside him, and laugh, and joke, and play games with him, and touch him, and I can't. I'm his girlfriend and I can't do that stuff. It's not fair. This isn't fair."

"Actually he's in the sea not the-" Amy began, but stopped as soon as Penny and Bernadette shot her a glare. "Um, nevermind."

Both Amy and Bernadette stayed quiet for a few seconds after that, letting Penny calm down a little while they pondered over what to say.

"Penny, Leonard's a good guy, if he says she's just a friend then-" Bernadette began, but Penny cut her off.

"I know!" She exclaimed, sitting up straight again and putting her glass of wine on the table with a thud. "I know that! But… but that could change. Maybe she's just a friend now, but they still have another two and a half months on that stupid ship for that to change. Leonard might be a good guy, but he's still a guy! This is what guys do!"

Sitting back in the sofa again, Penny took a breath, her heart thumping in her chest as adrenaline chorused through her body. Her voice became a little softer, as tears glazed her eyes. "It's what guys have done to me before, so I know that it could happen… and if it does…" She looked briefly to the sky and pursed her lips, trying her best to stop any tears from falling. "I don't think I could take it if it does…" She shook her head and looked down at her hands, her voice almost in a whisper. "I really don't."

"Leonard isn't your ex, Penny." Bernadette replied softly, moving her hand to touch Penny's arm. "Remember that whole thing with Alex? He didn't cheat on you then, even though she was hitting on him. He could have, but he didn't."

"Yeah," Penny scoffed, "He still enjoyed it though."

"His enjoyment came from being pursued Penny." Amy interjected. "Leonard has spent much of his life feeling like he wasn't good enough due to a difficult childhood. Of course he was going to enjoy the fact that someone was attracted to him. The point to remember is that he didn't go anywhere with it. He enjoyed it, but he kept his distance."

Penny stared off in thought for a few seconds as she slowly nodded, then reached forward to pour herself another glass of wine, taking a sip of it as she fell back into the sofa.

She knew this. She knew this was what they would say and although it made her feel a little better, there was still so much on her mind that made her doubt it. Letting out a deep, tearful sigh, she continued. "I understand that. I know how he is…" Penny thought hard for a few seconds as she tried to find the right words to explain how she was feeling. "I know Leonard isn't the cheating type, I do know that. But what if…" Penny looked down towards her wine glass as the thought of saying out loud, the words she was thinking, made her ache. "What if they fall in love?"

"What?" Bernadette asked, reaching her hand out to Penny's arm again.

"They're on this boat for another two and a half months. More than that even." Penny replied, quickly wiping away a few tears before they even fell. "They are going to be spending so much time together. They already have spent so much time together… what if she falls for him."

"That's not going to happen Penny." Bernadette tried to reassure her.

"Why not?" Penny asked, almost defensively, sitting up again. "It happened to me, why not her? The two of them have so much in common, they already get along well. What if she starts to realize how… how wonderful he is?" She shook her head. "She probably already does... She's going to see how sweet he is, and how caring, and funny, and how brilliantly smart he is... If she doesn't already, at some point, she's going to see how cute he can be when he does things and how… how handsome he is. She's going to want to be near him all the time, and touch him, and she might even kiss him on the cheek or give him a hug, just so she can be up close to him." Penny took in another shaky breath and sipped on her wine. "I can't even blame her if she does. She might not even realize that it's happening... I didn't."

Bernadette moved in closer to Penny and put a reassuring arm around her shoulder. "Penny, you're overreacting. All he is doing is playing a game with her. Sure they might spend some time together, but that doesn't mean he's going to fall in love with her. He loves you. This girl… you're right, she could be attracted to him, and she could fall for him, but it makes no difference if she does. He wouldn't do anything about it."

"Bernadette's right Penny." Amy added with a nod, "Leonard, and you, have spent so long trying to get your relationship to where it is now. I don't think either of you want to ruin that."

"Yeah." Bernadette agreed. "Think about it, could you imagine yourself falling in love with someone else right now?"

Frowning into her glass as she pondered Bernadette's question, Penny slowly shook her head as her eyes watered with tears. "No." She replied in a croaked whisper.

"So what would make you think Leonard would?" Bernadette asked, but Penny simply stared into her glass. "Penny it's okay to feel insecure you know. It's perfectly normal to worry about this happening, but you can't let your irrational thoughts outweigh the rational ones. Don't let the 'what ifs' come before what you already know to be true. You know Leonard loves you, Penny. You know he would never do anything to purposely hurt you. You know that," Bernadette gave her a small smile and a soft squeeze on her arm. "So stop worrying."

"And you know," Amy added, "if it would make you feel better, we could go over there and give her a real 'don't mess with my man' talking to. We could do what you taught us and make a scene that would make it clear to that girl that Leonard is not for her!"

Penny couldn't help the smile that covered her face at Amy's determination. "We aren't going to do that Amy." She said with a half-hearted laugh as she sat back in her sofa. "God I feel like such an idiot. Why do I keep letting stuff like this get to me? It never used to."

"I think you know the answer to that one. I just don't think you like to admit it."

Penny frowned at Bernadette, before letting her head drift off, pondering the possibilities of what Bernadette had meant. Why was this sort of thing bothering her so much? At first she continued to tell herself she didn't know until she listened to what her heart told her; she loved him. It was such a simple answer and one that she already knew. She was scared of him leaving her for someone else - someone better – because she was in love and terrified of losing him.

"I don't want to lose him." She whispered, her voice cracking again. "I can't lose him."

"And you won't." Bernadette replied with a smile.

There was a few seconds of quiet as Penny regained her composure, but it was interrupted by her phone buzzing on her table. After jumping slightly at the abrupt noise, she reached over and smiled. "It's Leonard."

Both Amy and Bernadette looked at each other, before standing up. "We will go. Call if you need us okay?"

Penny smiled and nodded. "Thank you." She said before standing up with them and giving each girl a tight hug. "Oh and Amy," She said when she broke away from her, still holding her by the shoulders, "Sheldon really wasn't impressed with having her play with them. He really did want it to be just a 'boys night', so you know, there's no reason to be mad at him."

Amy smiled and nodded before following Bernadette out the apartment, closing the door behind her.

As soon as they were gone, Penny took a breath and cleared her throat; attempting to remove any evidence of how upset she had just been, and answered her phone. "Hey sweetie." She said as cheerfully as she could. "How was your game? Did you all kill the big ogres?"

"Hey honey." Leonard replied and then chuckled, "There wasn't any ogres this time. And, Um… well, the game was good, but it isn't finished yet."

"Oh, are you taking a break?"

"No, uh… the game is still going now; I'm just not in it."

"What?" She frowned. "Why not?"

"I died."

Penny let out a small laugh as she walked over to her sofa. "Aww, you poor baby!" She cooed as she lay down with her head on the arm rest. "What happened?"

"Well, I took my chances against a fire breathing dragon sounded suspiciously like Mr T."

"Ahh," Penny laughed, "I guess Howard was Dungeon Master again?"

"Of course, Sheldon wouldn't have it any other way." He chuckled. "He was pretty good though. I pity the fool that steps in my castle! I do! I do!" He added, giving his best attempt at a Mr T voice, causing Penny to burst into laughter. "Anyway, I used my Two-Handed Fullblade and stabbed him in the heart, thinking it was his weak spot, but I was wrong. So yeah, I died."

Penny smiled. "Well, good."

"Wow, thanks for the support." Leonard joked.

Laughing, Penny replied, "Oh, no, I mean, I'm glad that you are here talking to me, not that you died in your game."

"Well that's alright then." He replied, and then all was quiet for a few seconds. "You um… You were alright with Karina playing with us tonight, weren't you?"

Penny was slight taken aback by the question and wasn't sure how to respond. She didn't want to lie to him and say it didn't bother her, but she didn't want to tell him the truth either, and risk him thinking, once again, that she didn't trust him. The fact that she felt much better about the whole situation already, because of Bernadette and Amy's input, decided it for her.

"No. It's fine." She said quietly.

"You're sure?" He asked doubtfully.

"Yes, I'm sure."

"Okay… It's just… you seemed a little, I dunno – upset – when she appeared on screen. You do remember what I told you right? You know nothing is going to happen with her? She's just my friend. Like Paul is, except she's a girl."

Penny let out a soft laugh at Leonard last sentence, "I know."

"Okay, good. I was worried for a second there, I thought you might have freaked out a little, like you did the last time."

There was a silence for a few moments as Penny took in those words, feeling slightly guilty over the fact that she wasn't being completely honest with him.

"You did, didn't you?" Leonard asked, as though he could tell through the phone something was up.

"Just a little bit." She said in a shy, quiet voice.


"I know, I know. I just… I don't know." She shook her head. "No, no I do know. Leonard…" She let out a sigh, "I just worry sometimes. I trust you, you know I do. It's just that sometimes it freaks me out that you are getting so close to her, especially when you have so much in common."

"But honey-"

"No, wait, let me finish." She interrupted. "I get scared, sometimes. Because… because I'm scared of losing you." Penny let out a sigh as she tried to make sense of what she was trying to tell him. The words in her head not coming out as smoothly as she wanted them to. "The thing is… sometimes I think… I know that you're too good for me. And that you could do so much better than me and… and that's why I get scared of losing you to someone better…I think that's why I got so freaked out when Alex came along and why it bothers me that you are spending so much time with this Karina girl." Letting out another deep sigh, she continued. "I don't want to lose you Leonard. And I think part of the reason I get so… upset over stuff like this, is because it makes me realize just how terrified I am of that happening."

Leonard was quiet for a few moments; partly because he was waiting to see if she had more to say, and partly because he was in shock over her sudden burst of emotion. Eventually he spoke, when it was clear she had nothing more to say, "You don't have to be afraid of that happening." He quietly said then gave a small sigh. "Honey, I don't think you really realize just how much I love you. I mean… me? Leaving you, for someone else? That just isn't going to happen. I'm yours for as long as you want me."

Penny smiled. For as long as you want me. The words made her tingle, so much that she just said the first thing that came into her head. "Good... Does that mean I can have you forever?"

As soon as the words left her mouth her eyes widened and her heart almost stopped. She had never said anything like that to him before and she knew exactly what would be going through his mind after hearing them. In those few seconds she tried to think of something else to say that would hopefully take his mind away from that word, but her mind went blank. She wasn't even sure why she was panicking so much, she had just told him with ease that she didn't want to lose him and surely that meant she wanted to be with him for the rest of her life.

Saying it like that though, 'for the rest of her life' was the part that freaked her out, for reasons she still didn't really understand. "Leonard… I…"

"Relax Penny." He replied. He knew from the silence and the slight gasp she had let out after that sentence, that the words she had spoken had surprised her. They had surprised him. He was certain he had never heard her say something like that to him before and although a huge part of him wanted to jump for joy, another part knew that those words had freaked her out. She still wasn't ready to talk about forever, and it made him wonder how much longer he would have to wait before she was. "It's okay." He quietly said.

Penny felt her eyes well up again. He was always so understanding, even when he shouldn't be. She knew that there was every chance he could have pressed the issue, he could have asked her what she meant and if she really meant it. She did mean it, and she knew he deserved to know. "Leonard… I do mean it, you know. It's just…"

"I know." He softly replied. "You aren't ready to talk about it. I know... It's okay, I understand."

Leonard knew deep down that he wasn't being honest; he didn't understand it. He still couldn't figure out why talking about their future was something she was uncomfortable with, especially after she all but told him she never wanted to lose him. The only part he understood was that she needed time. He didn't know how much time she would actually need, but it didn't matter; he would wait. He was ready for her when she wanted to make the next step, and he would wait as long as he had to for her to make it, because she was worth it.

Leonard smiled. "So, how did your audition go?" He asked, attempting to move the conversation on.

Penny closed her eyes, stopping any tears from falling and grinned. "It was good…" She said then stopped. She didn't want to let that conversation go just yet, there was one more thing he should know first. "Honey… I love you." She took a deep, shaky breath. "And… I'm getting there. I promise you; I'm getting there."