[No matter how many times he's seen Penny's bright smiles, he can't help but smile along. It's infectious, really... Still, he remains focused on leading the dance and tries to have fun in the meantime, despite his awkwardness. Up to a point at least.

Although the music is far from nearing completion, Soundwave's movements gradually slow down, and he's becoming noticeably offbeat. Before Penny could say anything to that, however, he closes the space between them and buries his face on her shoulder, to hide the flustered and agitated look he's been holding the whole time. That won't hide the subtly quiver of emotions in his whisper, however.]

Penny... There's something I want to tell you. It's... imperative that you know what it is. [Silence falls as a cold breeze passes by before he forces himself to speak again, unconsciously squeezing on Penny's hand.] Before that, we should go to a place less loud... and less crowded than here. I know a place.

[He doesn't say anything more. Pulling himself away, he quickly turns around to gently drag Penny off the dance floor with him-- to the Memory Tree. Though he seemingly continues to be in his usual cool demeanor, the cold breeze might act as an indication of his agitation.]