Itsy Bitsy Spider

Summary: The day twenty five years old Penny Parker dies alone in a pool of her blood is the day thirteen years old Penny Parker open her eyes to a broken future. FemPeter. TimeTravel.

Beta: No Beta. English isn't my first language so, please, bear with me. In case something catches your eye, feel free to tell me and I will correct it. It not only helps my stories but also helps me learn more.

Just a warning: Mentions of character death, AU, Time Travel, Panic Attacks, Self-Harm, Angst and Drama, PTSD, Blood, Implied Suicide, FemPeterParker, FemPeter-is-Penny, Penny is a mess but she will get better (Promise)

Just a warning (READ!): You may notice that I messed up with the timeline. But since this is AU, such thing is completely allowed. And do keep in mind that a few things will still happen in the right year and other things will be completely different because, you know, butterfly effect and all that.

I don't own anything related to Marvel!

Chapter 1. The Spider's Devil

Please…

The realization that what she is seeing is a nightmare (Memory) is a easy one. Although strong, her emotions are a little numb. That, however, doesn't make the whole experience less agonizing or real to her.

The sky above her is dark; a shade of grey that is so very depressing.

Her suit is thorn in several places so the ice cold wind and chilling rain against her bare skin makes her shiver. She can't move; her legs are broken, bones almost shattered in the fight while she used herself as human shield and tried to give the others a chance to escape. Her body trembles and she can feel the pool of her own blood forming under her body.

Everything hurts but she refuses to show any sing of pain, especially because he is still there; watching her bleed as if she is some type of entertainment.

...I can't die here…

It hurts so fucking much. The cut in her throat doesn't stop bleeding and she can't breath. He smiles as she tries to do so, blood bubbling from her mouth as she coughs. Suddenly, body feels as heavy as a rock. Flashes of images appears before her eyes as her ears rings with a shrill sound and she tries to move her fingers but she can no longer feel her limbs.

I am scared…

She can't feel anything nor hear anything. Her heart beat is erratic as darkness takes over her eyes and she chokes on her own blood. Tears falls from her unfocused eyes as she keeps her head in direction of the sky.

Please…

Her lungs begs for air and heart squeeze painfully, she can feel as it starts beating slower. Penny tries to use her last line of strength to touch her necklace. It is laying forgotten beside her. She grabs it as her life force is sucked away from her, her whole body shutting down.

I don't want to die...

Her eyes opens and she screams in her pillow.

Penny shakes her head and jumps from her bed. She more or less crawls to the bathroom. Her legs are too weak at the moment to take her anywhere properly.

She reaches the sink, bending over it as she threw cold water in face, eyes wide and body trembling as she tried to keep standing. Penny closes her eyes raising her head a little and pursues her lips as bloodshot honey brown eyes stare back at her.

She blinks and the face in the mirror looks older. Her shoulders hunch as blood trickles from her mouth. Her throat is open; blood pours from the open cut and she tries to not stare at the muscles and bones visible. There is a there is blood in her now long hair and the hallow of her cheeks shows that she hadn't even seen a proper meal in a while.

With tears in her eyes and a anguished scream, she shakes her head frantically and steps back until she hits the wall. Wide eyed, Penny watches as the bathroom starts to shift and before she can be pulled into another memory, she brings her hand to her mouth and bites it. Hard.

Rubbing her eyes, she blinks. The pain from the bite breaks the illusion – hallucination, she no longer knows what to call it –. Penny closes her eyes as she feels a moment of dizziness and her breath hitches.

She can't stop trembling.

Actinium, Aluminum, Americium, Antimony, Argon, Arsenic... Penny is in Ununquadium and finally safe from a panic attack when she forces herself out of the bathroom with a bandaged hand.

Her room is filled with boxes from the shopping trip she had two days ago. The boxes forces her to make a few jumps and turns to reach her closet. She changes her clothes quickly, wincing a little. Her fractured hips are better than before but it still has a long way to go before they are fully healed.

She reaches the door, turning around to look in direction of her notebook which is laying next to her bed on the floor. Sighing, she moves to get it.

The last few days were used so she could make her plans for the future.

She is no Carol (died with a hole in her chest, there was no time to help) who always had Plans Alpha, Delta and Gama as backup to her Plans A, B and C. But Penny used everything she learned from Carol and the others members of the New Avengers to good use.

After her visit to the Central Park and the quickest shopping trip she had ever done, Penny sat down in her room and wrote down everything she could remember to the tiniest details. Events she experienced, events she had only read about and events she heard about – Anything that Penny saw as important was written down in her notebook in a code she created in the past (Future).

There is no guarantee that everything will work in her favor but she will try. That's all Penny can do.

Penny sighs and starts humming a song that has yet to be released as she finishes tying her boots before walking out of the room.

Aunt May and Uncle Ben are at work so she is alone for the day. Penny adjust her blue cross body bag and opens the cabinets of the kitchen, looking for something to eat.

She doesn't know if either Aunt May or Uncle Ben noticed it yet – and she prays they hadn't – but Penny can't eat properly.

It is difficult to her. Before she woke up in the past, it was almost impossible to get a decent meal and when they did, the bigger portions of the food they had in the camp was always given to the children in their group like Cassie or Danielle (They never saw it coming. The bullets killed the two before anyone could do anything – Scott and Luke were never seen again after they cremated the bodies).

Her stomach can no longer handle what one would see as a normal portion of food to a thirteen years old. Even the thought of Aunt May's delicious homemade pasta makes her sick as heartbreaking as it is.

Penny finds two Pop Tarts hidden behind Uncle Ben's disgusting cereal box (She tried it before as a kid – Bleh). She makes a face at it before closing the cabinet and walking out of the door.

She has no idea of where she is going but her first three days in the past taught her that staying coped inside her childhood home to work on her plans to stop the future that never will happen wasn't too healthy to her. She needs to keep her mind busy with something that isn't the past (Future) or the memories would torment her until she is nothing more than sobbing mess; a broken girl who is terrified of her own shadow.

Penny walks down the street slowly.

She follows the familiar path to the bus stop and waits. Ever since she decided to not stay inside the house all day, Penny found herself taking the bus to random but familiar districts and neighborhoods; places that had one day housed some of her friends or that brought her good and fond memories instead of visions of blood and dead bodies.

She is broken out of her thoughts when a Camaro almost runs over her.

"Watch where you are going kid!" The driver snarls.

Penny looks in direction of the car with a frown. She watches it go with a shake of her head, her knuckles white as she holds the strap of her bag. The light is still green which makes it so she should be the one screaming and cursing loudly, not him.

The woman turned teen shakes her head and continues walking as if nothing had happened. She ignores the concerned looks of some of the people around her. Nothing happened so there is no reason for them to look at her like that.

She has barely moved when the sound of fruits hitting the ground reaches her ears. It is a sound she knows well. Penny is only a little ashamed to admit that she had destroyed some food carts and fruit stalls in the beginning of her career as Spider-Woman. And lets just say that the owners of those carts and stalls didn't like her all that much after that. She learned to avoid them like the pledge.

They are scary when in defense of their merchandise. Fighting aliens is easier than dealing with them. Seriously.

"I'm sorry, I was a little distracted."

Penny swears her heart stops at those words. She knows that voice and as much as part of her wanted to run as far as she could, another part of her wants to curl in a dark corner and cry.

Her body moves on its own. Her eyes lands on the now figure clumsily gathering apples from the ground under the sharp eyes of a fuming seller. She licks her lips, knuckles white as she grips the strap of her bag.

Matt… Her body tenses and she feels like she can't breath properly. She uses one hand to grip her forearm discretely.

She can't panic – Especially not in the middle of the street. Especially not with Matt there.

His muscles tenses and she knows he can smell the blood of her now bleeding forearm but Penny takes a deep breath, calming a little, and ignores it in favor of approaching him.

She really should be running as far as she can.

But this is Matt.

Matt who had been one of her best friends. Matt who had acted like a overprotective older brother. Matt whose screams were branded in her mind. Matt who burned alive. Matt who died in her place.

It hurts to be so close to him after everything but she had missed him and a little of pain hadn't bothered her in a while.

"H-Here. I will help," she winces. Her voice sounds horrible and more than a little broken.

Matt pauses but thanks her calmly. They collect the apples in silence but Penny is well aware that Matt is studying her in his own way. He won't be Matt if he wasn't. She can't lie to him so it is impossible to hide properly how affected she is by him. So Penny avoids looking at him and try to keep herself from panicking.

The moment they are finished, the seller glares at Matt and walks away. Penny throws one last look at her old friend (He is alive. Alive!) and smiles weakly even if he can't see her.

"I will be going then." She starts turning only to have her wrist caught by callused fingers.

Her heart jumps.

"Thank you, for the help."

She tilts her head a little with a trembling smile in her face, "G-Glad to help." She clenches her fists.

Matt frowns and opens his mouth to say something but another familiar voice stops him,

"Hey, Matt! I got the coffee!" Foggy grins widely as he approaches them, blinking when he saw her. Penny almost doesn't hold back the sob that wants to break free. It is really nice to see the blonde alive but it hurts.

Would she feel like someone is stabbing her heart over and over every time she saw one of her friends? Would it always hurt like that?

"Whoa – Kid, are you alright?" Foggy asks, looking at her with concern.

"F-Fine." Penny smiles, which she knows looks more like a grimace than anything. "Excuse me," She frees herself from Matt's hold and bolts away from them.

She clenches her fists until she draws blood. Penny asks for a taxi the moment she can look back without seeing Matt standing next to Foggy; the two of them talking in hushed tones about her – or so she thought.

This encounter with the duo has drained her of any will she has. All she wants is her bed so she can hide away from the world for a few hours and cry.

She does exactly that when she finally steps inside her childhood home. Penny only walks out of the room for dinner (Soup, thankfully) and then play a few games with Uncle Ben (He wins every time and Penny knows he cheats – Can you even cheat in Monopoly? Because he does).

Her Uncles looks worried about her and Aunt My seems to be itching to demand answers from her. The only man in the house stops her before she can stop Penny from going back to her at the end of the day. Uncle Ben wants to give her some time alone before he decides to interrogate her. She wishes he didn't. But that only shows he cares so there is nothing she can do about it.

She takes a quick cold bath and immediately drops into Morpheus' embrace the moment her head hits her pillow.

That night, she dreams of blood and fire.

The following week after her encounter with Matt and Foggy, things are rather calm. Too calm actually.

Penny is suspicious and can barely stop herself from looking over her shoulders ever three minutes but she isn't one to let this type of opportunity slide from her fingers. So, she uses her time to make her summer homework (She still can't believe she will be forced to go back to school after so long. Maybe she should just graduate early) and work on her relationship with her Uncle and Aunt and do something about their growing suspicious of her recently behavior (Which was now placed in the back of their minds thankfully).

She is finally relaxed, as much as one can relax with constants nightmares and flashbacks, when she sees Matt again.

It was a little past two in the afternoon and with nothing to do, Penny decided to visit one of her favorite coffee shops in New York. It is one of the only places in the City that doesn't torments her somehow. She feels safe there and whatever flashback she sees there is a good one, filled with laughter and fondness instead of blood and death.

The coffee shop was one of the places she and the others liked to visit after a long day fighting crime. But no matter how much she searchers for it, she just can't find anything in her memories that shows Matt and Foggy or any of the others visiting the place before they were all introduced to it by a grinning Doreen (The owner didn't mind squirrels in his shop so the girl fell in love with the place).

"Hello,"

Penny almost drops her Black Coffee (She hates it. But Stephen had loved it and after he disappeared, she and Jennifer started drinking it whenever they could as a way to feel closer to him) but she quickly puts it aside and stares.

Matt is trying to look as inoffensive as he can. The way he holds himself reminds her of someone who is trying to approach a wounded or abused animal without scaring it.

He is onto me, she thinks dryly.

She should have known that the man would get interested in her after their meeting. She can only imagine what type he things he must have heard or smelt about her in their previous encounter. She is afraid of even thinking about the conclusions he must have drawn from it.

"Can I sit here?" He smiles charmingly.

Penny gives him a look.

Curiosity killed the cat, Mattie. She shakes her head fondly before she bits her tongue until it bleeds. And I really want you to stay alive…

Penny sighs. She knows very well that he won't leave even if ignores him or says no. She also knows that he is stubborn and will stalk her until he gets the answers he wants if needed. It is better if she just lets him do what he wants for now, at least until she thinks of something to keep him away from her plans.

"Of course."

He tilts his head as if contemplating something but Penny knows him well enough to recognizes it when he is faking his actions,

"You are the girl from the apples, no? I recognize your voice."

Penny wants to snort in amusement, she really does. But that would only make Matt even more curious – suspicious even –. So she nods and drinks a little of her coffee before taking a bite of her Chocolate Croissant (Kamala's favorite).

"I am," She says, "I hope you didn't have problems after that."

Matt takes a slip of his own coffee before chuckling. "I was fine. There is no need to worry."

That is a big fat lie. She is no doctor but she can see that he has problems moving his right arm properly, he is sitting a little too stiff and there is make up in his face, more likely to hide the bruises there.

That makes her think. Tony (Don't think about him. Don't think about his death) is already Iron Man, he has been for a month now. So Matt has yet to suit up and fight the crime as Daredevil. Actually, right now, he must be running around with that ridiculous black clothes he used in the beginning that made him look like a thief or something.

Penny wonders if she should do something about it…

She still doesn't have her powers back completely since only 3% or so survived her trip to the past but Penny is already planning to get her suit done. She just needs to collect a few materials as well equipment and she could make it in her own room. So maybe she should just make Matt his own suit…

The only problem is that she isn't certain if such decision would be a good one and welcome.

"Do you come here often?" That bot only breaks her thought process but also makes her do a double take.

Whaat?

Could he be more cliché?

"That was horrible," Penny says dryly.

Matt smirks, "I know." He wiggles his eyebrows, "I am just charming like that. Do you feel charmed?"

He looks proud of himself. Penny doesn't understand why until her shoulders start trembling a little and a snort finds its way out of her lips without her permission.

It is almost a laugh. And whoa – How long has it been since Penny laugh?

"No," She bits her lower lip.

He grins a little, "Liar."

Penny shakes her head and they don't talk after that. She walks out of the coffee shop an hour later and isn't surprised to see Matt watching her go in his own way.

She also isn't surprised when she finds him, two days later, in the coffee shop, sitting at the table their shared. She buys her coffee, getting an Muffin (Peter – self-proclaimed Star Lord, sweet and music obsessed Peter had loved that Muffin) to go with it. Penny gives Matt a look that she knows he can't see but he can feel.

Matt smiles as if there is nothing wrong and greets her after she sits down without a words. They talk about nothing in particular. The subjects change every time they "accidentally" encounter each other in the coffee shop…

Sometimes, they give away little pieces of information about themselves;

"How old are you?"

Penny huffs almost playfully. She isn't sure if she does it right, but she tries, "Are you really asking a woman's age?"

He ignores her question, "I am twenty seven. Foggy said that you look seventeen or eighteen,"

Does she? Well, in a way, that doesn't surprise her. Penny is very tall for her age, "I am thirteen," She informs him.

"You sound older," Matt raises an brow.

Penny smiles bitterly, "I feel older."

Other times they talk about how their day have been going;

"Foggy is trying to kill me," He rubs his temples with a sigh. "He calls me bullheaded but he is the one who doesn't know the meaning of no,"

Penny snorts at his defeated tone, "You should kill him before he kills you," She says, "I suggest throwing the body in a river. It will wash any evidence away."

His lips twitch in a smile, "Have you thrown bodies in rivers lately, Penelope?"

"If I had, why would I tell you?" She crosses her arms.

Matt takes a slip of his coffee, "So when the police comes on the door I can make an alibi for you,"

"My, aren't you kind?" Penny rolls her eyes fondly.

The older man puffs his chest out, "I know right? I am the best."

"And so modest."

"Says the pot to the kettle."

"Whatever you mean by that!?"

And there were times when they merely sat in silence, enjoying each other company. Those are the days Penny most look forward to. Having Matt with her hurts, but the pain lessen little by little and she is able to close her eyes at night without seeing him among the ghosts that haunts her dreams.

Penny gets so used to her lunch dates with Matt that when he doesn't show up one day, she is worried. Really worried.

She waits for him for hours, leaving the coffee shop with a frown when it is clear that he won't come. Penny walks to Hell's Kitchen and only notices it when she recognizes the dark alleys and some of the gang members that shots her looks that vary from wary to confused.

She doesn't take long to find Matt.

She should have just gone home when she left the coffee shop because what she sees breaks something inside her and before she knows it, everything changes.

Matt is bleeding. His limbs are trembling and she can s how tense he is. He exhales sharply when she stops at the entrance of the alley and tries to stand up when the three men who had beaten him down turn in her direction.

Penny ignores him. Her heart races, not in fear but in fury. Her blood boils as she stares at the three men – members of the Russian Mafia if she isn't wrong (And what is it with Matt and the Russian Mafia?!) – who tries to look intimidating.

"Step away from him," she fists her hands, blood pouring from her palms as she tries to keep herself in the moment and not snap. "Now."

Her efforts are useless. One of the Russians snorts and kicks Matt in the stomach, sending the man to the ground once more. Her ears rings. She knows the other two are approaching her, speaking to her mockingly. She snarls and the world around her changes.

The Russians are replaced by HYDRA henchmen. The building look ready to collapse and the smoke she inhales from the fire irritates her nose and lungs. He is far from her, but Penny can hear Matt screams as he burns alive. Penny trembles and holds back a sob as she watches this.

She tries to reach to him. To save him. But fire blocks her way and the three henchmen doesn't know when to back away.

Penny knows that she should turn around and find another way to get to Matt. But she is realistic enough to admit that he is dead the both the screams stop and that nothing she could do would help right now.

She snarls and grabs one of the men by his throat. She is crying. Her friend is dead and it is all their fault and she will make them pay for taking Matt away from her just days after she lost Tony!

She can smell the blood, taste it even. It isn't hers and even as her hands are soaked with it, she doesn't stop. She keeps hitting, her body moving on its own. She no longer has control of her actions, her mind is too clouded with sorrow and hate to think rationally.

Someone grabs her and brings away from the now unconscious and bloody henchmen. It is Stephen who holds her and forces her away. He is hurt but he doesn't let go, even when she trashes and twits into his arms, snarling like an animal.

Matt is dead.

"Wake up!"

She shakes her head.

Matt is dead!

"Calm down! Penelope, calm down! You are hurting yourself."

She freezes. She stares.

Stephen never calls her Penelope or Penny. Like Tony, Wade and Luke, he has his own nickname to her.

That means that –

"Penelope!"

She gasps for air and breaths. Penny blinks her eyes and Stephen's face disappears and is replaced by Matt's. A young and alive Matt. He has a black eye, his right cheek is swollen and there is blood trailing from his lips but he has never looked more beautiful to her.

Matt is holding her against his chest, ignoring his wounds to keep her from falling down. Slowly, she turns her head, eyes darting from one corner of the alley to another until she sees the bodies bathed with blood and dirt laying not too far from her.

"Oh…" She blinks two times before looking down. Penny flexes her bloody fingers slowly, "Oh…"

Her eyes burns with unshed tears and she refuses to look at Matt.

Penny is used to pain by now. Physical pain is nothing to her, it actually helps keep her grounded and away from her memories. But emotional pain is something else all together. She hates it and looking at Matt only to find disappointment and disgust in his face isn't something she wants to do. So she keeps her head down.

"Penelope."

She bits her lower lip.

"Penelope talk to me."

Penny blows a shuddering breath and raises her head.

Matt lets go of her right wrist and reaches to cup her face. "It is alright," His voice is firm but gentle.

She closes her eyes for a moment when she sees his heavily burned flashes in front of her eyes.

"Shh… Calm down, you are starting to hyperventilate." He hums, carting his hand through her hair. "It is alright."

Alaska, Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia… She breathes in and out before shaking her head.

"I am sorry," Penny whispers. "I am sorry."

She doesn't know what he is thinking. Penny can't read his expression and fears for a moment that he will no longer want to be near her.

She is trying but Penny knows she has a long way to go before she can say she isn't so broken.

Matt proves her wrong as he sighs and carefully tugs her closer to him. She is a little stiff at the hug in the beginning but relaxes after a moment or two. Penny trembles a little as he rests his chin in her hair.

She can't even remember the last time she hugged him.

And how she had missed him...

"I am here, Penny. It is alright. Everything is going to be alright. I am here."

She cries.

Hope you liked it and please, don't forget to:

Review, Favorite or Follow and if you have questions/suggestions, just send me a PM.

-Cissnei

PS: Why no one is reviewing this? Why? *cries along Penny*