Penny's always loved makeup. Even as a little girl - between the Saturday afternoon's at the batting cages and the Sunday evenings playing catch with the football in the yard with her father - she's always found time for makeup. She loved playing dress up and she thinks maybe that's part of the reason why she became an actress, too. She likes the escape, of painting her face and becoming someone else: someone beautiful. After all, that's what makeup is for, right? It hides the flaws and Penny's always seen numerous flaws in herself without it. But makeup can't hide everything and she wishes she had a brush that could cover the hole in her heart or a polish that would hide the blemish of never finishing school. Maybe even a shimmery powder that would make her have better taste in men. She wishes there was makeup to hide everything. She hides her flaws well behind all the makeup she wears, but it doesn't stop her from wondering if anyone knows the real her - the scared little girl who's just playing dress up to hide the many flaws she sees in herself.
It's raining the night Sheldon comes home to find her locked out of her apartment. She'd just gotten fired from The Cheesecake Factory and she keeps telling herself it's a good thing. Now she can focus completely on her acting, no excuses. Now is the time to make something of herself. But her car's making that funny noise again and she's already late paying her rent this month and her credit card bills are stacking up because she just had to buy that pair of stilettos last month for her date with the jerk who never called her back. Her hair is dripping and her makeup is smudged from crying and she knows she looks like a drowned rat from the surprised look on Sheldon's face. She doesn't want him to see her like this so she tries to hide behind her stack of overdue bills, but she knows it's too late when he approaches her. Of course he has to see her because Sheldon sees everything, even when she wishes he wouldn't. He doesn't speak - something that catches her by surprise - but instead takes her by the arm and leads her to his apartment across the hall. When he sits her down on the couch, she stays quiet and she can hear the sound of the rain pounding outside on the windows. She's too embarrassed and too relieved to say much of anything anyway. But it's when he sits beside her (in his spot, of course) and awkwardly takes her face in his too big, too warm hands and gently wipes the smudges of smeared makeup from her face that Penny begins to cry even harder. "There, there," he says in a calm, soothing tone that reminds her of the first time she was hurt and he saved her. "You'll feel much better with all this off." His touch is so gentle, so calculated, that Penny feels herself shivering, though she's sure it has nothing to do with the rain cooling on her body. "You look much better without all this, you know." And for the first time in maybe her entire life, Penny believes it. After all, Sheldon does see everything.