A/N: Hey folks! I've got a new story to test on you, no clue as to the response, but here goes the introduction...

Chapter 1

What if Spiderman wasn't a man, but a girl? In fact, same age as Peter Parker is but she is called Penny Parker. She also doesn't live in New York, but in the UK. In fact, in the north west of the country, in the county of Cumbria, better known as the Lake District. She has an aunt May, but her uncle unfortunately died a little while ago in an accident, leaving Penny and her aunt to go on alone.

So what is she like, this Penny Parker? Well, she's a tad short. More than short really, at the grand height of five feet tall. That's it. Five feet. Pain in the ass where clothes shopping is concerned but as she fits into many kids sizes, it's makes things a little cheaper, but only sometimes.

Penny was taken on by her aunt and uncle when her parents died in an accident on the way to work one morning. Thick fog was covering the Pennine moors, hiding the fact there had been an earlier accident and in their haste to get to work on time, bad judgment cost them their lives. Penny had been dropped off at the childminders, too young for school but old enough to cry for her mother later that day when they didn't come home.

There was no question that May and Ben would take their niece in. Childless themselves, they had a nice house on the outskirts of Penrith and although money was tight, Penny was given a good childhood. A very bright child, it soon became obvious she was destined for the local grammar school, not the comprehensive and after acing her 11 plus exam, was accepted into the school and steered towards the sciences and maths, seeing as that was where her interest and brains lay.

Put her up for a bit of grief here and there though. She was head of the science club and on the maths challenge team, they had won that award two years running now, and were determined to win it again. But the name Prickly Penny was bestowed upon her because it fitted and she was also viewed as a nerd. Especially by a girl called Fiona, better known as Flash, because she was the top athlete in the school and no-one came close to her 100 metre dash record…

Penny's best friend was boy called Ned. He was mad on Lego and a whizz with computers. Both Penny and Ned spent hours on coding and programming, working out physics problems and trying to make stuff. Uncle Ben used to joke that one day Penny would save the world with some invention or other, but she just liked tinkering with stuff, made her unpopular with the other girls but she didn't care. Not one for hanging around town buying clothes and make-up, she preferred to hang out with Ned watching Star Wars movies, over and over again.

It was a trip to London that changed Penny's life. They were visiting the National Science Museum and had a special pass to talk to the scientists of Oscorp who were heading up some research for a few months in the capital. Both Penny and Ned had been in heaven, soooo much nerdy stuff to look at and to talk about, but Penny didn't reckon on the spider that bit her hand, then scuttled away under the table after she shook it to the floor…

The change had been rapid. Still tiny, her body frame changed…arm and leg muscles became sinewy and it didn't take her long to discover she had developed some incredible abilities. Over the next few months this led to her taking to the streets late at night, leaping from roof to roof and once in a blue moon, she would foil a would-be car or bike thief because let's be honest, the crime rate in Penrith wasn't on the scale on somewhere like New York or London, and there weren't exactly any skyscrapers in which to shoot her webs from. So she was restricted to roof-hopping, swinging on street lamps and the odd three-storey building and sitting around in trees.

So you might ask, just how did she get onto the radar of Tony Stark and then the Avengers? Well, it was quite by chance when Penny and Ned were once again off to London. His parents were taking them there as a present for Ned's 16th birthday, he wanted to go to the science museum again before Oscorp left at the end of the month and they had managed to get another pass to talk to the scientist they had spoken to before. He had been impressed with the knowledge of both Ned and Penny and was more than happy to accommodate the eager teenagers once again. Ned's parents were off to visit the Tower of London, so they arranged to meet later that day outside the museum, where they would go to dinner then go back to the hotel.

'Pen, why did you bring your suit? You can't go out tonight, if my parents saw you, they'd go nuclear!' Ned knew all about Penny's secret, and he was her 'man in the chair', as he liked to call himself, although their technology was limited to mobile phones and Bluetooth ear-pieces in which to communicate.

The suit in question was Penny's 'work' suit. A royal blue sweater with red arms and red jeans. She had a red balaclava and red canvas shoes.

'You never know Ned, something disastrous might just happen and I want to be there! Anyway, it would be ace to be able to swing around the buildings in London! I could make a web on Tower Bridge!' she gave a grin, made Ned grin too.

As Penny filled her homemade web shooters with more fluid, Ned flopped down in the chair in her room, he was next door, his parents room the other side of Penny's. He was scrolling through his phone when he exclaimed so loudly Penny almost jumped out her skin.

'Oh my god, THE Tony Stark is visiting London tonight! He's going to be at the science museum! Why couldn't he go tomorrow when we are there?'…

Penny jumped up off the bed in excitement…

'Do you think your parents could take us? Do you think they would?'…

'I'll go ask!'

Alas, the answer was a negative, they already had tickets for the cinema which was too far away from the museum and they wouldn't make it in time. Except afterwards, Penny decided to hatch a plan…

On getting back from the movies, she yawned, said she was tired and was going to bed. Ned looked at her in surprise but he decided he was going to watch Star Wars on his iPad and his parents were going down to the bar for a couple of drinks. Penny locked her door and within minutes, she was swinging her way through the city towards the museum. Problem is, the age of many London buildings didn't appreciate the webs, and she inadvertently pulled down one or two balustrades and the odd gargoyle on some older buildings. Crashing down to the pavement, Penny in her excitement in getting to the museum as fast as she could…didn't realise and continued on her merry way and decided to park herself on top of the museum, hidden out of sight and peeking over. Pulling off her balaclava, she grinned, her short brown hair waving in the wind as she craned her neck to get a good view of the man himself, she spotted the billionaire coming out and waving to the crowds, cameras flashed and people cheered. He had by all accounts opened a new exhibition his company had sponsored. It's not often you got to see a real life living Avenger when you lived far off any major city.

Hmm, he had moved…she couldn't quite see so leaning over a little more…Penny lent a little too hard of the stone plinth, it was loose and before she knew it, it was heading for the ground, AND the crowd…

'Oh SHIT!'….without thinking, Penny leaped up and off the building, shooting two webs, both one at the end of the large building so she could swing across and the other to catch the huge chunk of building. The crowds screamed as they saw it falling, directly over Tony and the people with him. But the web Penny had spun stopped any injuries as the bricks fell straight into the web. A quick dust off of the suit, Tony would be fine.

Jumping up on the edge of the building again, she was now aware that everyone in that crowd was looking at her, and the helicopter that had been circling, was now headed her way, it's powerful search light trained right on her position. It was time to vacate the area…

…but with a helicopter on your tail, no real idea of where she was in the city, sent Penny into a panic. Web after web was shot out, as she swung as fast as he could, using the roofs, street lights and the odd tree to try to escape, and thank god…there was Tower Bridge! If she could get over that, she wasn't far from the hotel but the helicopter wasn't too far behind her, its light flashing on the water of the Thames. On the other side, Penny dropped down to ground level, hiding under the bridge, then running as fast as she could past surprised walkers, out for an evening walk by the river. Finally, she scurried up the side of Westminster before hiding in one of the roof gullies.

She lay back, breath heaving, head spinning, she had never moved as fast as that before and she never wanted to again! She need to get back to the hotel and…

Jumping up she spun around, her senses warning her of danger but it was too late. A clang of boots onto the lead sheeting on the roof.

Ironman…

His eyes glowed yellow, everyone knew who Ironman was of course, but to see him in the flesh, well…like this…and she was so small, was a little intimidating. And of course, she had no face mask on…

'So where are you running off to so fast?...'…the face mask slid off his face, and the whole suit opened up and Tony Stark stepped out. Penny rapidly moved backwards…she must have looked terrified as Tony put his hands up.

'Don't panic! I'm not here to beat you up or anything! You just caused a stir and I'm guessing that…web thing, whatever it was, was used to stop us getting squashed flat so it's doubtful you meant to send it plummeting to the ground'…

Penny just stared, ready to leave at any second, but knowing she couldn't outrun Ironman.

'Don't say much, do you kid? What's your name?'

'…Penny'…came out as a squeak.

Tony raised an eyebrow.

'Well, nice to meet you Penny. I'm Tony, AKA Ironman, AKA extremely interested in how you can climb the sides of buildings and spin webs like a spider'…his smile widened.

'…you too. I was just trying to watch like everyone else. The roof seemed the best place'…she began to stammer.

'It's okay, I'd want to meet me too. You don't sound like you come from London though, where DO you come from?'….

'…somewhere else' No way she was telling him, everyone would know then and her aunt May would go nuts!

'Well dur! Look kid, this ain't the best place to talk. Howsabout we go down to ground level, and I get the car to come and pick us up and you can tell me a bit more about you?'

'I can't. I have to get back before they know I've gone'…a step back, she was ready to flee…

Turning to point back towards the bridge Tony spoke again…

'That helicopter will be back over here soon, best to get back down before they come. I guess you don't want anyone to know your little secret'…but by the time he looked back, Penny had already gone.

Tony gave a smile, didn't give chase, he had instructed Friday to attach a tracking device to the girls clothes without her knowing the minute he landed on the roof of the cathedral. It wouldn't take long to find out who she really was…