Penny was not sure if its bravery or sheer stupidity that convinced her to wear a bikini for her beach vacation with Kayla to celebrate her eighteenth birthday. Actually, the young HQ agent knew who was at fault, and it was the dark skinned beauty laying out in the sun beside her happily dozing. Penny had been through a lot of stressful situations facing off against MAD and any other organization trying to conquer the world, but this was not like any sort of stress she felt before. There was way too much skin showing.

"Oh, you'll look cute in it," Penny muttered under her breath as she mocked her friend's valley girl accent. "the boys will be falling over themselves to get your number."

Boys. She had no interest in boys or their numbers. All she wanted to do was pass her Senior Junior Agent course and maker her way towards being a full agent of HQ. Boys had no place in her life. There was only one boy in her life that mattered, and he was the enemy.

'Thank god Talon isn't here, who knows what he would say.'

This was supposed to be a vacation, she was not supposed to be worried about anything but the sun and the ice cream she was going to gorge on when she got back to her room. There were a specific double chocolate chip and fudge ice cream that was going to be missing in action.

"Penny, dear," Kayla yawned lazily. "Can you get me a bottle of water from the vendor? I'm absolutely parched."

The blonde girl wanted to make her get it herself but actually wanted to get a cola. Gritting her teeth, Penny stood and brushed the sand off of her. She slowly stepped out from the modesty of the beach umbrella and made her way towards the drinks vendor who was strategically parked at the entrance to palm tree-lined path that returned to the hotel.

'It's alright, Penny. There are guys and girls more naked than you are. Nobody is gonna notice you. Just get your cola and water and flee back to your blanket.'

The heavyset man smiled at her as she approached.

"What can I do for a beautiful young lady like yourself?" he asked with a smile on his face. Color rushed to Penny's cheeks.

"A cola and a bottle of water, please. Charge it to room 705."

The man handed her the two drinks, and she quickly turned away hoping he was not staring at her as she left. Was her bikini bottom riding up? Embarrassment washed over her, but it quickly vanished when she saw two figures on the edges of the brush. Penny's quick eye was sure that she had seen a dwarf of a man with a piece of weird technology. One thing was for sure, bizarre technology was not a good sign. Crouching a bit, Penny Gadget hurried over to the last place she saw them and wished that she hadn't left her codex gloves in her hotel room.

Her tracking training paid off as Penny could make out the rough trail through the brush the two men made. The young HQ agent quietly followed until she could hear voices talking. They were quite animated, but she could not make out anything they said.

'They're just tourists having a minor argument...in the middle of a desolate patch of foliage…with weird...things.' Yeah, that was not convincing at all.

"He said we have to plan to SharkMaster 3000 at the top of the highest point of the hotel," a gruff man rumbled.

"Listen to you numb skulls, I designed this piece of crap, and I'm telling you that height doesn't matter. You have to get it near the hotel electricity generator to power it. Sharks understand electricity, and this will paint everyone like delicious meals."

That was a voice she recognized. Without hesitation, Penny charged out into the opening fists ready and feet planted for combat.

"Talon!"

The handsome, dark-haired teen with a hard jaw and soft features turned to look at her. He grinned and began a maniacal laugh than froze, eyes wide in surprise.

"What?" Penny demanded to look around her.

"Wow, Penny. I knew you were a dweeb, but I didn't realize how great of a dweeb you looked."

'Oh, god. The bikini.'

Penny resisted the urge to cover herself and run screaming as Talon's eyes raked themselves over her figure.

"Better put your eyes back in your head, pervert. So I can kick them out again."

"I'd die happy."

Penny growled and charged. Much like many of their battles, their kung-fu skills were equal. For every attack, Talon would parry, and for every counter, Penny moved out of harm's way. As much as she hated to admit it, they were evenly matched.

Talon stumbled a few times as he fell through the brush into the hotel pool area that had fortunately been closed.

"Losing your grip?" Penny taunted.

"No," Talon answered coloring up. "I actually don't know where to look."

"You're such a pervert," Penny said trying to slam her foot into his chest, he twirled out of the way but lost grip of the device in his hand. It banged on the ground and exploded into a bunch of sparks.

"NO!" he screeched, and then he drew his laser whip and activated it. "You're going to pay for that, Pen."

The whip lashed out, and Penny dodged as best as she could, it snaked out and stung her leg which caused her to stumble, the next lash was more horrifying. She felt the laser beam sharply kiss her skin under her armpit, but it was the sensation of the cloth that covered her modesty slipping away that sent shock waves pounding through her heart. The choice was obvious, she could take one more sidestep to avoid and disable the whip, but Talon would get an eyeful of her chest in its naked glory, or she could sacrifice the move and cover herself. The decision for the mission was simple. Penny shrieked, wrapped her arms around her chest as the material floated away and let the whip grab her by the ankles and pull her to the ground. The back of her head hit the pool cement hard causing her to see stars. She rolled to her knees and curled up into a ball to cover herself. Penny could hear his footsteps running towards her.

"Pen!"

"Go away!"

"Are you okay?"

Was she okay? She was half naked and defenseless. Her sense of training and mission focus could not override her stupid teenage modesty.

"Do your worst," she hissed at him as she looked over her shoulder with her angry blue eyes.

He skidded to a stop when he saw the bikini top laying a few feet away from her shredded to pieces by the whip. Talon's face broke out into a grin.

"Oh, my, Penny. Did you just have a wardrobe malfunction?"

"Shut up," Penny growled, tears coming to her eyes. She tried to blink them away. The last words came out as a whisper. "Please go away."

Talon was not going to go away, she knew him too well. He was going to take full advantage to defeat and humiliate her. Her mind ran through the most likely scenario. He was going to make her stand up, and she was going to be uncovered. That stupid gauntlet of his would take pictures and soon her topless self was going to be all over MySpy Place. Her HQ career was over just because she listened to her friend instead of her own instincts.

"Penny."

Penny Gadget stopped through the tears she had begun to shed without realizing it. It was Talon's voice, but there was a kindness in it that she had never heard or expected. She had seen him pretend to be nice when he pretended to be Colin, the intern on one infiltration or as a scientist. There was something different in the tone, something genuine.

"Penny," he said again. She felt him touch her shoulder gently with something.

She turned her head to look up at him but only saw a white shirt. The realization hit her as he stood there without his. Talon Claw was giving her his shirt.

"Sorry about that," he said honestly. "I want to embarrass and defeat you, not humiliate you."

She quickly threw the white T-shirt on that smelled of his cologne and hair gel and stood looking at his eyes that were soft and gentle for the first time.

"Thank you," Penny said sheepishly. "I appreciate you not taking advantage of me."

"I want to kick your butt fair and square, Pen," he said sheepishly.

"Still, it was lovely of you. I...I wouldn't have worn it if it wasn't for Kayla. I just wanted to shut her up."

"Oh," Talon said with an emphatic nod. "I totally understand. In this case, let's just call it a draw and blame it on her."

For the first time that she could remember, Penny giggled at his remark. The two stared at each other silently for a few moments not sure how to proceed. Something small had changed between them.

"So...do we want to fight still?" Penny asked.

"You destroyed my uncle's SharkMaster 3000, so there's really no point. I mean," Talon said, but the characteristic grin came to his face. "But I'm happy to continue fighting if you want to fight topless like me."

"Pig," she said swinging at him playfully. For a quick second, she actually considered it.

His boots ignited, and he soared upwards.

"See ya around, Pretty Penny."

Penny Gadget watched him fly away and let out a sigh. Talon was actually human. He was MAD, and he did work for his evil uncle, but his actions spoke volumes to her and who he actually was. There was a decent person under there. Maybe there was a boy she would be willing to get his attention.

Turning and noting that the other to MAD agents had fled as soon as the combat had started, Penny finally got back to Kayla who was still sleeping on the beach blanket. Popping open the water bottle she had retrieved, she dumped the contents straight on to Kayla's head. The woman came up sputtering in shock and surprise.

"Hey! What was that for?"

"Everything," Penny responded scooping up her book and blanket.

"And where did you get that shirt?" Kayla asked surprised and a bit suspicious.

"I'm going back to the hotel."

There was ice-cream that needed to be devoured and a few journal entries about a certain young man to be added to her diary.

A/N: Don't know where this came from but I wanted to do something in the Inspector Gadget Fandom as it is so empty and lonely compared to the other fandoms. Plan on doing more along with my other works so yay!