Chapter 03: Change of a Lifetime

"This sucks." Harry complained as he was over in Penny's room with with both her and Gwen, the latter reading a book while Penny was flipping through some channels trying to find something for the three of them to watch.

Penny looked over at him with a quirked brow. "What does?" She asked seeing that he's been looking at a piece of paper he had with him.

"Harry bombed the last test." Gwen answered calmly turning the page of her book. "Badly."

"Thanks Gwen, I'm so glad I can count on your words of wisdom." Harry said sarcastically.

"How bad was it?" Penny asked making sure the TV was muted when Harry passed her the science test.

It was a D-.

"Oh that bad." Penny said with a wince.

"And Warren is a colleague of Dad's so he'll have heard of this by tonight." Harry said placing his hands over his face.

Gwen sighed and closed her book with an audible snap. "You do know the offer of tutoring is still open with the two of us right?" She asked him.

"She's right, Gwen and I are both willing to help you out." Penny said not liking that her friend was in trouble like this.

Harry just went quiet not saying anything.

It wasn't that he didn't appreciate their help but he hated the fact that he needed it.

Penny and Gwen were the smartest people he's ever met and his Dad despite his faults was one of the smartest people out there yet he was the odd one out with failing in school.

Finally he sighed. "I appreciate that." He said knowing that they wouldn't drop it.

They kept bringing it up throughout the week ever since their visit to ESU, so he had quite a bit of time to think it over.

Penny smiled and walked over to her closet to get her backpack out so they could get started.

While she grabbed it, Harry blinked at seeing something fall out of the closet and picked it up, not believing what he was seeing. "Penny?"

"Yeah?" Penny called back not looking, as she was pulling her textbooks out to try and find her science book.

"Why do you have a stitched up doll of Captain America in your closet?"

Penny paused and slowly turned to see Harry holding said doll while Gwen looked at in in surprise, both of them looking at the brunette who slowly began to blush in embarrassment as an awkward silence descended around them.

"N-no reason." She tried to say, her face resembling a tomato.

Growing up, her Aunt wanted to teach her to sew-mostly so she could fix any clothes if she tears them.

Out of boredom and wanting to make something herself she decided to make a small doll of Captain America, one of her heroes who fought in the second World War.

"Oh really?" Harry had a big grin on his face while Gwen giggled a bit. "And here I thought Iron Man was your hero-."

"Shut up." Penny snatched the Captain America doll back and gently placed it inside of the closet much to her friends amusement. "I-It's not a crime to be have more than one hero."

Gwen's giggle bubbled into laughter that Harry joined in with Penny giving a look at the two of them.

"You three seem lively." May entered the room with a tray of snacks, bringing them up because she thought they would be hungry. "What's the commotion about?"

"N-Nothing Aunt May." Penny said closing her closet quickly while May looked amused placing the snacks on the desk.

"Actually we were laughing because of the Captain America doll she apparently has." Harry piped up with a grin.

"Oh that? You wouldn't believe how hard she worked on that when she was nine." May said much to Penny's horror. "She slept with it like how little kids sleep with teddy bears-."

"Thank you for the snacks Aunt May." Penny interrupted looking like she was about to have a stroke. "We're going to be studying now."

May laughed as she was just teasing her niece. "Penelope, there's nothing wrong with you having a crush on the man when you were a kid."

"Oh God," Penny now had her hands over her face with Gwen looking like she was trying not to laugh. "You have no pity do you?"

"I still remember you laughing when Dad brought out the baby pictures." Gwen said with a straight face while Harry chuckled.

"To be fair that was a bit funny." Harry piped up both girls now looking at him.

"We really need to find some childhood dirt on you." Penny deadpanned with Harry giving a shrug, not planning on saying anything.

May decided to take pity on Penny and stop with the teasing. "Well I think I hear Ben calling me, be sure to eat up and call if you need anything else."

"Got it Aunt May/Thanks Mrs. Parker." The teens called out as May left the room.

"... So you slept with a doll Captain America?" Harry asked a few seconds later.

Penny immediately gave him the look. "I will punch you Harry!" She lightly threatened.

Gwen grinned, knowing she wouldn't really do that. "I think the real question is do you still do that?"

"Right so about the tutoring?" Penny changed the conversation in hopes that they would be done talking about that, not confirming or denying that little fact.


Penny yawned the next morning, dressed back in a plain red shirt and grey sweatpants, eating a bowl of Cheerios while watching the News while rain pattered on the window.

"And there were more sightings of this elusive guardian of Hell's Kitchen that people have been calling the Daredevil breaking up a gang war between the Park. Avenues and the Rolling Sevens, more on that when we come back." The reporter said before the screen cut to a commercial about an energy drink.

"The Daredevil?" Penny gave a slight snort at the name.

It was rather ironic that there was a person called 'Daredevil' in a place named Hell's Kitchen.

But she just looked away as it didn't seem like something that concerned her.

Hearing footsteps, Penny glanced to see Ben walking in with a rain coat on. "Morning Penny." Ben said stopping to ruffle her hair.

"Hey Uncle Ben, something going on?" Penny asked curiously.

"Just an appointment with my Cardiologist." Ben said to her.

Penny blinked in surprise. "Already?"

Ben usually went once a year to make sure that no problems crop up in his health.

"Have to keep healthy somehow," Ben quipped looking out the window. "You have your umbrella? It looks like a nasty storm brewing out there."

"I do and the bus stop is only two blocks away, I'll be fine." Penny said with a smile before looking worried. "I don't suppose I can convince you to wait until tomorrow for this appointment right?"

Ben smiled in appreciation. "Don't worry kiddo, I've been driving for a long time, that won't be what takes me out." He promised her. "The only thing that does will be old age."

Penny smiled at that with Ben grabbing the keys to the car. "Can you make sure May gets up before you leave? I thought it would be nice to let her sleep in-."

"No need, it's impossible for you to leave without waking me up Ben." May said entering the room in her nightgown.

"Doesn't mean I can't try not to wake you." Ben said, May giving a laugh before they exchanged a quick kiss. "I'll see you both later today. Penny you have a good day in school."

"Will do Uncle Ben." Penny said with him leaving as she continued eating while May grabbed some bread to make some toast. "So what's your plan for today Aunt May?"

"I'm thinking about heading over to Anna's later today, her niece is going to be moving in with her this next month." May replied looking at Penny. "You should meet her she has a wonderful personality."

"Mmm, I'll think about it." Penny said with a shrug.

Nothing against Miss Watson, but Penny wasn't too sure about meeting new people as she's more comfortable with the people she grew up with.

"What about you?" May asked looking at Penny. "Are Harry or Gwen going to be coming over again today?"

"Nah we might head over to Gwen's place or the public library to help Harry with his schoolwork." Penny replied finishing her cereal as she picked up the bowl.

"Alright but be sure to keep your phone on and call when you're about to come home." May reminded her while Penny gave a laugh.

"Don't worry Aunt May I will." Penny said to her, placing the bowl in the sink before running off to get ready for school.

Moments later she was outside in a blue buttoned up raincoat with an umbrella over her to keep her dry, Penny sighed as she walked towards the bus stop.

In two years she'll be old enough to get a license and hopefully a car to drive herself to school on days like today instead of walking to the bus stop.

While walking however, Penny saw a rather peculiar sight.

It was Flash Thompson walking on the sidewalk-not seeing her without an umbrella, looking soaked.

Penny hesitated a bit before she walked over, quickly catching up as the rain masked the sounds of her approach before raising her hand to have the umbrella over him as well considering she only came up to his chest.

Flash blinked in surprise before looking down to see Penny who saw a small cut on his lip. "Hey." Penny greeted with a polite smile.

"Parker? What the hell are you doing?!" Flash snapped at her.

"No one deserves to be in the rain like this." Penny said with a shrug. "Where's your umbrella?"

"Left it at home," Flash muttered looking away in annoyance as Penny raised a brow. "I don't need your pity."

"And I'm not giving any," Penny said to him. "Besides would you rather catch a cold from this weather?"

Flash didn't say anything else as they continued to walk before Penny heard a barely audible. "Thanks."

Penny smiled and for a second it felt like the old days when Flash used to hang out with her, Eddie, Gwen and Harry.

When they got to the bus stop, both of them waited before Penny spoke up. "Do you ever miss the crazy stuff we all did as kids?" She asked surprising Flash.

"Tch, no why would I miss those stupid days?" Flash denied but Penny smirked as she saw him look away, seeing the signs of him lying were still the same despite the years.

"Sure you don't." Penny teased with Flash glaring at her.

"I forgot how annoying you could be Parker." He said with Penny shrugging.

"Part of my charm." Penny commented keeping a look-out for the bus.

"Does Osborn tell you that?" Flash asked a bit snidely not wanting to talk about the past.

"What would Harry have to do with that?" Penny asked in confusion with Flash blinking before chuckling as it clicked. "What?"

"Oh man, you really don't get it?" Flash asked laughing. "No wonder Osborn looked so angry on the first day of school."

Penny frowned at that.

Eventually, Flash calmed down. "Thanks Parker I needed a laugh." He said sounding a little genuine but Penny could hear a bit of an arrogant tone.

While Penny wanted to know what about that was so funny, she just looked away with a huff.

Neither of them spoke for awhile before Flash surprisingly broke the ice. "Yeah I miss those days," He admitted making Penny turn towards him in shock. "There, happy?"

"Then why?" Penny didn't need to finish the question for Flash to look away.

"I have my reasons and they're none of your business."

Penny wasn't able to get anymore info as the bus came into view.


Fury had a frown as he saw the scorpion for himself while Octavius kept it subdued. "I thought you were going to leave the walks here to Agent Coulson." Norman commented, writing down the actions of the scorpion, noting how different they were from the spider-of course he wasn't mentioning the spider anywhere on this report, not with Fury there.

"I prefer seeing things with my own eye Osborn," Fury said gruffly as he turned to look at the man. "You said the spider was killed?"

"It was." Norman made sure to not hesitate or show any signs of lying to the man by looking him straight in the eye.

Fury and Norman kept the eye contact for a bit, the former not convinced at all while the latter kept his composure before Fury nodded, knowing that he had no evidence that Norman was lying.

Not even the small cameras placed in Norman's home picked up a sign of the spider, making Fury sure that the man knew about them.

"If I find any sign that you're lying there will be hell to pay." Fury said in a warning tone that left Osborn unfazed.

"I'm sure there will be but you need me and Octavius to crack this serum."

"... For now." Fury said his eye narrowed at the man.


"So I heard an interesting rumor." Gwen commented while she and Penny were in the school library during free period looking for a good book with Harry having to stay behind on one of his classes.

"Oh?"

"People are saying that you and Flash were being friendly to each other, underneath the same umbrella," Gwen commented looking over at Penny who paused. "So what happened?"

"I forgot you had an inner gossip." Penny said with Gwen smirking.

"I'm not as bad as everyone else in the school." Gwen reminded her with Penny giving a nod. "But you didn't deny it."

"Hey I saw Flash out there in the rain so I offered to help considering he didn't have an umbrella with him," Penny answered honestly. "It wouldn't be right to leave him like that."

Gwen gave a sigh. "You're way too nice for your own good."

Grabbing a book off the shelf, Penny shrugged. "So?"

"You do realize there are rumors that you're interested in him because of that, right?" Gwen asked with Penny groaning.

"I was just being nice." She protested loudly with the Librarian nearby telling her to shush.

"And I get that but people will talk no matter what." Gwen reminded her.

"Please don't tell me Liz believes that." Penny pleaded not wanting to get the only cheerleader she knows to be nice-not really fair considering the only one she interacted with besides Liz was Sally but they don't exactly stop their teammate from messing with her.

"I heard her asking Flash but he denied it, saying that he might not be a smart guy but he wouldn't cheat like that." Gwen commented not saying how Harry seemed a little crushed when he first heard the rumor despite not believing it.

Penny sighed in relief. "That's good."

She really didn't want to have Liz angry at her, or to be the cause of a break-up like that because she was being nice.

"So what are the plans for the weekend?" Gwen asked considering it was a Friday. "Are your Aunt and Uncle doing anything special?"

"Not really, we usually spend the weekend playing board games or watching movies," Penny said with a fond smile. "You?"

"I was actually thinking about the three of us heading to Coney Island if we can make it." Gwen said with her arms crossed thinking about it. "I mean we are going to be helping Harry study today so why not do that tomorrow afterwards?"

Penny blinked and thought about that. "That actually sounds like fun," She said agreeing with Gwen. "The Carnival Rides and food on sticks, what can go wrong."

"... I can't tell if you're being sarcastic on that last part or not." Gwen said with Penny shrugging.


"Well, look at what the cat dragged in." Penny winced at hearing Sally's voice when she entered the girl's locker room to get changed for Gym.

Not even bothering to look at her, Penny just walked to her locker and began to put in the combination.

"Wow not even going to acknowledge me Parker?" Sally asked with a smirk. "I'm guessing you don't want to talk about your failed attempt at climbing the totem pole."

"Sally don't." Penny could hear Liz Allen a dark haired girl trying to get her to stop, not for Penny's sake but because it was her boyfriend the blonde was talking about.

Penny kept ignoring her as she placed her bag in there and got ready to change when Sally spoke up again.

"You can't tell me that it doesn't bother you that she basically tried to steal your boyfriend."

Penny just closed the locker, ignoring that although she was wondering how the rumor got that bad in just four hours.

"Sally." Liz gave a slight glare making Sally sigh.

"Fine." Sally said leaving the room where Liz and Penny were by themselves.

"... I wasn't trying to do that." Penny spoke up not sure how Liz would react due to how they never really talk.

Liz just looked at Penny when she said that looking conflicted as she didn't know her well enough to tell if she was lying or not.

For the rest of Gym class, Penny felt awkward around Liz due to how they didn't really look at each other after that.


"Well this puts a little kink in our plans." Harry muttered as he was looking on his phone to see that the public library was closed because of a gang shoot-out there, the three teens waiting outside of the school walls after they were let out for the day.

It stopped raining thankfully.

"A big one, Dad is driving to pick me up so he makes sure I get home." Gwen said her phone buzzing from the text she received.

"Wow, all of our plans are shot today." Penny commented with a wince as Gwen sighed.

"When will he get that I'm not a little girl anymore?"

"Hey he worries about you, that's what families do." Penny said checking her phone to see her Aunt asking where she was, no doubt hearing about the gang war.

"I guess I'll head home too." Harry said thinking that he would have to pull another all-nighter to study.

Raising a brow, Penny typed an answer to her Aunt and looked at him. "So how are we going to do this tutoring?" She asked earning a look of disbelief from him.

"What?"

"Hey I said I would help and we don't need the public library to do so." Penny said with a shrug.

"Penny's right, just because I'm not there doesn't mean you can't do this," Gwen said with a nod before she smirked. "That is if Harry can focus on the tutoring."

"Of course he can." Penny gave Gwen a weird look while Harry was about ready to give Gwen his own version of the look.

A car honking caught their attention as they saw a man in his late thirties with blonde hair in a blue uniform, behind the wheels of a patrol car.

"Well it looks like I have to go," Gwen said looking at the two. "Call if you guys need anything."

Just because she wasn't there doesn't mean she can't talk to them on the phone to help.

Penny and Harry waved as Gwen got in the car with Captain George Stacy driving off.

"... Did you have to use the Patrol Car to pick me up?" Gwen asked her father who now looked surprised.

"I thought you liked riding in the patrol car."

"When I was ten." Gwen reminded him.

George went quiet as he kept his eyes on the road before finding a topic he thought would be good to bring up. "So how was your day at school?"

"Fine." Gwen said not saying anything else.

None of them spoke with George looking a little put off before he sighed.

"Gwen I know I haven't been the best father the last few years but you do know I care for you right?" George asked coming to a stop at a red light.

"I-I know." Gwen said looking out the window.

Things have been awkward for them ever since her Mom walked out on their life and George threw himself into his work, while they still do care for each other they were practically strangers at this point due to how she wouldn't see him that often.

"It's great to see that Penny and Harry are doing well." George said trying to keep this conversation going as he was happy his daughter had some good friend throughout the years. "We're you guys going to do something?"

"Just to help Harry with some schoolwork." Gwen answered with George giving a nod before his radio went off.

"We have a 10-56A on Bronx along with a 10-71, requesting immediate backup."

George hesitated as he was just pulling up to the house before Gwen sighed. "Go, it's your job." She said trying to show that she wasn't bothered by that.

"Do you have your key?" George asked with Gwen nodding. "Lock the door until I get home got it?"

"I will."

Gwen watched as George began to back up, grabbing the car radio. "This is Captain George Stacy, I'm en route to your position."

As she watched him leave, Gwen sighed and walked towards the apartment, entering before she gave one last look to see him turn the corner. "Stay safe, Dad." She whispered.


"You know I think this is the first time I've ever been to your place, has Gwen ever been here?" Penny asked as they took a bus to the apartment complex that Harry lived in.

"No I uh try not to bring people over." Harry said with Penny wincing remembering the meeting with Norman.

"I see." Penny said taking the time to adjust her glasses before she smiled. "If you don't want me to come here we can always have this tutoring session back at my place."

"No it's fine, we're already here." Harry said kicking himself for not thinking about that earlier as they got to the elevator where Harry pressed a button after placing a keycard in.

Moments later the elevator opened up to show the rather large apartment. "Welcome to my Dad's home." Harry said a bit nervously while Penny took the moment to look around feeling curious.

It was pretty big and she could see some priceless antiques nearby, mostly masks. Everything seemed pretty expensive and lavish though, making Penny a bit uncomfortable.

"Seems cozy." Penny said being polite with Harry snorting at that.

"Right well come on we should get started." Harry went to grab some stuff from his bedroom.


Unknown to them in Norman's hidden lab the spider began to react, sensing the chosen avatar was near.

It was time.

Tensing, the spider lunged at the cage making it shudder.

It was reinforced because of what the scorpion did but the spider wasn't deterred as it slammed into it again and again.

Slowly cracks began to appear on the container with the spider not giving up before it finally succeeded.

-Crash-

Falling from the table it was on, the spider spun around and landed on its feet, all eight legs scurrying to the nearby wall where the vents were.


"You just take this formula and change it around to here." Penny said showing Harry how it was done as he gave a nod.

So far this was going well as Penny was being sure to explain it a lot better than how Dr. Warren did with her taking the time to make sure he was following along, even cracking a few jokes to make this a bit fun.

But Harry couldn't help but glance up a bit as Penny spoke, her glasses were currently off as she was cleaning them with a small cloth.

He didn't even realize he was staring until Penny blinked looking at him after putting her glasses back on. "Harry? You alright?"

"Wh-uh yeah." Harry said quickly looking away.

"You sure? You're acting a bit strange." Penny said neither of them seeing the spider crawling out of the vent above them, ready to pounce.

"No I'm fine." Harry said looking red in the face. "It's just… Do you ever think about wearing contacts?"

Penny blinked at the seemingly random question with Harry grimacing and getting up to walk away.

"Never mind, ignore that please."

Now really worried, Penny stood up to follow him right as the spider pounced, landing inside of her backpack instead of on Penny.

It went to go out before pausing and retreating into the backpack.

"Want something to drink?" Harry asked grabbing himself a bottle of water because his throat felt a bit dry.

"I'm fine." Penny said before commenting. "I've thought about getting contacts but it's more of a thought of putting something in my eye that makes me hesitant, why do you ask?"

"No reason, it's just that you look different without your glasses." Harry said not thinking taking a sip of his water.

"Different?" Penny repeated in confusion. "Different how?"

"N-Not in a bad way." Harry said in a panic, hoping he didn't step in a landmine. "I mean you look great without them, cute even."

He then realized what he just said while Penny blinked a bit taken aback by that.

"Open mouth, insert foot." Harry muttered while Penny felt a bit embarrassed by the sudden compliment.

"Oh uh thanks." Penny said not sure what to say to that, nervously adjusting her glasses.

"So uh yeah this formula, really interesting." Harry said trying to forget he said that as he walked back to the table with Penny behind him.

"You think so? It's one of my Dad's." Penny commented taking that as she used that one to try and teach him.

"Wait really?" Harry asked in surprise with Penny giving a nod, opening the notebook she had out to show him. "Wow, that's actually pretty cool."

"Thanks, I-." Penny stopped looking at the formula before looking at the one Warren taught a piece falling into place.

"Penny?" Harry asked seeing her go quiet as he placed the opened water bottle down before she grabbed a pencil and began to write a lot of equations at a fast rate. "Whoa, if this is part of the tutoring I can't keep up with all of that."

"No it's what I'm missing," Penny said excitement in her tone. "The uncompleted formula I've been working on, this is the key to it, it's been right in front of me for the last month."

Harry opened his mouth but then closed it as he was surprised by this as she finished writing it and closed the notebook.

'Tonight I'll be working on this to see if I'm right.' Penny thought opening her bag to place it in there, not seeing the spider move to dodge the notebook when she closed it back up.

Now that was out of the way, she should focus a bit more with the tutoring.

That was when she noticed Harry looking a bit amused. "What?"

"You are way into this stuff you know that?" He asked in a joking tone and this time Penny blushed a bit.

"S-So what?" Penny muttered under her breath with Harry chuckling as she went to grab her pencil, accidentally hitting the water bottle to where it was knocked over, landing on Harry's shirt. "S-Sorry."

"It's fine," Harry said trying to wring the shirt out while keeping it on. "Just an accident-."

He turned his head to give a smile only to take a breath when he saw how close Penny was.

Penny didn't seem to notice as she grabbed some napkins that were brought on the table because Harry had a few chips while the tutoring was going on. "It's not fine, I didn't mean for that to happen-."

She stopped when Harry leaned in much to her surprise but before anything else could happen the sound of the elevator snapped Harry back to reality and he quickly jerked back with Penny looking at him in surprise as he was in inch away a second ago.

Was he about to-?

The elevator door opened with Harry sitting back down his book open, quickly pulling Penny to sit down like nothing happened right as Norman walked in, stopping in surprise at the sight.

"Harry? Miss Parker?" Norman asked looking between them. "What's going on here?"

"Penny's helping me with some of Dr. Warren's lessons." Harry answered quickly, with Penny giving a nod not trusting herself to speak.

"I see." Norman said seeing that something was up but he saw the formula's in Harry's notebooks both his and someone else's handwriting-most likely Penelope's. "Good to see you taking the initiative Harry."

Harry's head snapped up in surprise at the 'almost' compliment that Norman gave before he walked off.

As soon as Norman was out of sight, Penny looked at Harry who was certainly avoiding her stare. "Harry were you about to-?"

She stopped unsure whether she should ask this or not.

"What?" Harry asked putting on a front that he didn't know what she was talking about. "You okay?"

"Y-Yeah." Penny said not meeting Harry's eyes as she bit her lower lip before her phone went off. "It's Aunt May."

Harry felt a mix of relief and annoyance flood into him as she looked at the text before wincing.

"She wants me to head back home now." Penny said gathering her stuff right as Norman re-entered the room, just hearing that.

"Do you need a ride Ms. Parker? I'm certain Bertrand will be able to drive you." Norman offered with Penny shaking her head.

"No thanks, I enjoy walking."

"At this hour?" Norman asked with Penny nodding before she looked at Harry.

"See you later Harry."

"R-Right." Harry watched as Penny left now wishing he could take back what he nearly did while Norman raised a brow.

"Did I walk in on something?" He asked with a frown unsure if he wanted to know as normally walking in on Harry hanging out with a girl alone would make him think his son was being distracted in an important time of his life, but he had no proof that something did happen.

"No nothing happened." Harry lied grabbing his stuff and walking to his room with Norman sighing.

He now knew that something happened, but he didn't care what it was.

So he walked to his room, thinking about checking on the specimen but decided to look into it in the morning.

Right now he had a few calls to make.


Harry sighed taking his phone out and dialing a number.

Moments later, Gwen picked up. "Harry what's up?" She asked a bit surprised as it was starting to get a bit late. "How did tutoring go?"

"I messed up," Harry said with a groan. "Big time."

Gwen blinked, not expecting that opener of a conversation. "What happened?"

Harry leaned back on his bed. "It was just a normal tutoring session when she accidentally knocked water on me-."

"Wait she did?"

"Then when she was apologizing we were kind of close so I leaned in." Harry said ignoring the interruption.

Gwen grinned at hearing that. "About time," She said while Harry frowned. "So how did you mess up?"

From what she was hearing he didn't do too bad.

"My Dad walked in before anything happened so I had to play it off that nothing was happening but Penny looked uncomfortable before she left." Harry explained, Gwen now wincing.

"Oh boy," She muttered now wishing that Harry's Dad had a better sense of timing. "Okay here's my advice visit her tomorrow and talk about it, the more you ignore what happened the worse it can get."

"I can't just talk about it." Harry said in disbelief.

"Hey you called me for advice and I'm giving it," Gwen told him, making Harry go quiet. "Don't call tonight, give her the night to process what happened."


Penny sighed as she entered her bedroom that night after taking a public transport bus to Queens, her Aunt and Uncle were over at Ms. Watson's place to help her prepare the room for her niece so she was left by herself as she took her glasses off and sat on the foot of her bed after closing and locking the door.

That moment with Harry was playing over in her head.

Harry… Tried to kiss her? Did he really or did she imagine it?

But as she thought about it a lot more things suddenly made more sense.

How Harry interacted with her in response to Gwen, how Harry reacted when Penny joked about having a boy over in the basement, what Flash was laughing about earlier that day.

All signs she overlooked.

'I mean you look great without them, cute even.'

Her cheeks flushed, remembering that little compliment and her throat began to feel dry.

What should she do?

Penny had no experience at all with stuff like this, after all who would flirt with Brainy Parker the teachers pet? The nerd.

Harry was her best friend along with Gwen and she always saw him as that but now she was unsure.

Wanting to take her mind off of this, Penny opened her backpack and reached in there to grab her notebook before crying out as something pierced the back of her hand.

Dropping the bag, Penny felt fear as she saw a huge red and blue spider hanging on her hand biting into it so hard that blood was beginning to drip, her arm feeling like it was on fire.

Stumbling as she tripped, the spider went flying off of her hand into the wall, falling behind her bed as it died, finishing its purpose.

Penny gripped the side of her desk, her insides now bubbling as she stumbled to her trashcan, not a moment too soon with a retching sound being heard.

Her heart was beating in fear, wondering where that spider came from as she felt more pain before realizing that the spider could be poisonous.

She tried to reach her phone but her legs gave out underneath her, the last thing she saw before blacking out was the wedding picture of her parents.

To Be Continued…

Okay now we're getting into the story because the spider bite has finally happened, three chapters into the story as I set up the characters and their relationships so far-this is really a fun one to type as it's a whole new dynamic-for me that is-on this.

Plus you learn a bit more about the characters like Gwen's mother leaving which put a strain on her relationship with her father but he's trying and then we have the mention of Daredevil showing that he already exists followed by a small moment with Flash as while he's the stereotypical bully he's also human.

That along with MJ making her way to the story and we have Penny beginning to realize Harry's 'crush' and is confused about what to do.

Now time for the reviews.

DannyPhantom619: I knew that but I'm also waiting to see if it really is true or not but I plan on having this in the story. Oh man the meeting between Logan and Penny would be hilarious but it would also be done in costume-making it doubly hilarious because I'm pretty sure Logan's senses are keen enough to tell that Penny is a girl despite posing as a 'Spider-Man'. Also I loved the Spidey's LIAG story, it was hilarious and action-packed-a good but hard thing to do in fanfics.

Rachel: Thanks, I was worried that people were annoyed by how long I was taking with the chapters.

xXElsaMarsxX: That's good to know, hopefully this update does too.

MightYenaIwa: It'll be awhile before the clones do show up, but I do plan for Kaine to be the same gender as Penny-making people think of her as a failed clone before they tweak it and make Ben whose gender will be canon. Not sure about Jessica yet.

Brianbaltzar45 : Thanks, it was fun to type.

StalwartFishGills: Haha thanks, I'm happy you enjoyed it as I wanted to wait a bit before having Penny be bit by the spider and just characterize everyone first. I hope you continue to enjoy this story as I try to keep writing it.