Whumptober Day 19: Exhaustion. It's shorter than yesterday, but I hope you still like it! :)

Exhaustion

Two days. She hadn't slept in two days. Essays. Homework. Decathlon. Studying for decathlon and tests. Chores. More homework...she has a lot of homework nowadays. Or maybe she just had less time with all the patrolling. And she was supposed to go to Mr. Stark's lab for her third week of internshipping. Was that a word?

He'd suggested monthly mentoring sessions to keep her aunt from getting too suspicious. It had been right after she'd turned down the spot on the Avengers, which she wasn't always sure had been the best choice. Of course, she wanted to focus on school and finish and spend time with her friends and family. And of course, she didn't want to leave her aunt, and the thought of living at the Avengers compound full time was a little scary. But...she could have been an Avenger! Mr. Stark had invited her to join his team and she'd turned him down. Like an idiot.

When she'd gotten home to find her suit on her bed in a paper bag, she'd been...well, surprised, to say the least. And thankfully, her Aunt May hadn't caught her changing into her suit in her bedroom in the middle of the day...also like an idiot. Still, it had been two weeks after her homecoming dance that Mr. Stark had texted her, asking her if she wanted to come by the compound. Of course, she'd said yes, and then he'd asked if she wanted to come over every month for a little while after school...work in the lab, do some actual internship stuff...get mentored. Once more, she'd said yes. Absolutely, 100%, of course, she wanted to go to Mr. Stark's super-secret Avengers compound every month and learn from the great Tony Stark himself!

The bell rang, making her jerk to attention, and she wondered if she'd briefly fallen asleep in class. It was time for her last class. Physics. She had to go to physics. Following Ned who had noticed her exhaustion, she dropped into her chair and opened her laptop to take notes. Before the last two nights, she hadn't exactly been getting a lot of sleep. Patrolling right after school until 8, then dinner with May, then homework...sometimes a nap. Then more homework. Most nights she didn't get to bed until 2 or 3 in the morning. For the last two weeks, the exhaustion had been constant. It was midterms...that probably wasn't helping. And she'd gotten a B in Physics which she'd always gotten As in and she didn't know what to do and no matter how hard she concentrated...Physics was over. She hadn't taken a single note.

"Pen?" Ned nudged her and she realized that all around her, the others were leaving class. Stuffing her laptop back into her backpack, she followed him out the door, and the two of them headed out front where cars lined up to pick students up. While Ned waited for his mom, Penny dragged herself two blocks away from the school where Happy always waited for her. He "refused to wait outside of a high school like a soccer mom just so he could chauffeur her to the compound." She usually didn't mind, but every step felt like she was walking through setting concrete.

Happy barely looked up from his phone when she climbed in the back, and then he was driving and she fought the urge to sleep, pulling out her Physics textbook to try and make heads or tales of the latest formulas. There were so many...and her brain didn't want to do any kind of calculations. She wanted to sleep...no, her brain wanted to sleep. She wanted to work. To learn these new formulas and finish her homework and do that English essay and work with Mr. Stark. "Kid? Kid!" She jumped at Happy's tone, looking up to find him staring back at her in the rearview mirror.

"What?" She asked, looking around. They were parked in front of the compound. Avengers Compound. It was time for her internship. She had to go inside. "Oh...I'm...I'm sorry, Happy." She murmured, pushing her unfinished homework back into her backpack.

"Kid?"

"What?" She paused, hand on the door handle.

"Are you okay?"

"Oh...yeah. I'm fine." She assured him, climbing out of the car. Throwing her backpack over her shoulder, she headed up to the front entrance, and FRIDAY greeted her as she stepped inside.

"Boss is downstairs in his lab and asked you to come on down."

"Thanks, FRI." She stepped into the elevator and FRIDAY took her right down to the lab, and she found Mr. Stark at his workstation. He glanced up from his work, grinning.

"Hey, Pen. How's it going?" He asked, putting his tablet down and spinning in his chair.

"It's uh...fine." She moved over to the corner and dropped her backpack carefully onto the chair. "How about you?"

He gave her a look but nodded. "I'm fine." He made a gesture and another screen appeared, this one with her web shooter schematics expanded. "So I've been looking at your web shooters and I think we might be able to slim down the design. What do you think?" Eager to get to work, she dropped into the chair beside him, rolling closer.

"Wait, how did you do that?" She asked, pointing to part of the screen and he immediately explained.

They'd worked together in his lab three times, and already it was her favorite thing in the world. He was endlessly patient, always soft-spoken and kind and just...it was the best. She loved it. And she never wanted to jeopardize that, which was why it scared her so much that she couldn't make her web fluid turn out right. She was sitting at her own workstation, him working on the next generation of the Iron Man suit...something to do with nanotech, and all she could think of was that she wasn't smart enough. She couldn't handle it. She wasn't good enough. She didn't belong in this lab working with this genius. This was only the third time they'd worked together and he was going to look over and realize that she couldn't even make her own web fluid in a first-rate lab and she couldn't do Physics anymore and apparently, she couldn't do Chemistry either and she had a stack of homework waiting for her.

Her lip trembled, and something dripped onto her homework. A tear. She was crying. Clamping a hand over her mouth, she bit down hard on her lip. She was not going to cry. She was not going to cry in Tony Stark's lab. He already thought she was a child. He already called her kid...so...she couldn't let him see her sobbing over web fluid in his lab. She was a superhero! Superheros didn't cry like little babies for no reason over chemistry!

She picked up a beaker, trying to find where she'd gone wrong. She had to figure out which part she'd messed up. It was Chemistry. Math. She was great at both of those things! She just needed to focus. She stood to dumb the failed batch into the sink, but then there were spots in front of her face and the beaker was slipping and the shattering glass made both of them jump.

Suddenly it was all too much...she couldn't stand it. Couldn't bear the embarrassment and fear and worry, and she clamped a hand over her mouth, letting out a sob that was too loud in the sudden silence of the lab. Mr. Stark had been playing music...not loudly. He knew that Penny was sensitive to loud noises. But it was cut off as soon as she started crying. She refused to look up, closing her eyes and sobbing and praying that somehow Mr. Stark wouldn't notice.

For a long time, there was just silence. Then, finally, she risked a peek at him from the corner of her eyes. He was staring at her as if she'd grown another head, eyes huge and horrified, darting around the room as if someone was going to save him from the suddenly way too emotional teenage girl. She opened her mouth to apologize but all she could do was cry, sinking down to the ground and hiding her face in her hands. Maybe he would leave. Sometimes when Ben had found her crying, he'd back away and get May. Maybe he'd leave and...just let her calm down.

"Okay...okay." He murmured, bewildered as he moved slowly toward her. Gasping for breath between sobs, she curled up on the floor. "Um...there's...why don't you get up, kiddo? There's glass on the floor."

"I'm so sorry." She sobbed, and she felt a hand on her upper arm.

"Don't be sorry. Just...come on." He knelt down, helping her to her feet and getting an arm around her. "Did you get cut?" She had no idea, so she ignored the question, letting him lead her over to the sofa in the corner, then sitting beside her. "Can...can you tell me what's going on?"

"I'm sorry."

"Nope. Don't be sorry." He told her, voice soft and coaxing. "You didn't do anything wrong. Just…" He sighed, standing, then returning with a glass of water that he pressed into her hands. She took it, managing to take a few sips before her eyes were closing again and her fingers were slipping. He grabbed the glass from her, putting it on the coffee table and grabbing her carefully by the shoulders when she started to fall sideways.

"Woah...okay...FRIDAY, what's going on?" He demanded, scared now. She didn't want to scare him.

"Miss Parker is suffering from severe sleep deprivation, which can result in clumsiness, loss of focus, emotional instability, and, eventually, blackouts."

"Yep, that explains it." He muttered. "Talk to me, Pen. What's wrong? Tell me what's going on." He moved a little closer, leaning in and looking into her eyes.

"I can't do it." She sobbed.

"Can't do what?" He prompted.

"I can't make my web fluid and I can't remember anything and I got a B in Physics…" She broke off, sobbing and humiliated, and he sighed, wrapping an arm around her. She was briefly frozen in shock. He'd never wrapped an arm around her. Never gotten this close.

"That's because you're exhausted, Pen." His voice was soft and reasonable. "Your brain can't process new things when you haven't slept. Why aren't you sleeping?"

"Too much to do." She muttered, and her head dropped onto his shoulder. She wanted to sit back up, but Mr. Stark didn't object, just shifted so that she was nestled into his side.

"Alright, kid. Let's get you upstairs, huh?" She sniffed, hoping she wasn't getting snot on him or anything. He stood, and to her surprise, he lifted her in his arms, holding her close and letting her head rest on his chest. "FRIDAY, take me to my floor...looks like you're going to get your room."

"I don't have a room here." She murmured, gripping his shirt in her hand.

"Yeah, you do." He sounded confused as the elevator took them up. "Remember? When I invited you to join the Avengers?"

"But I said no."

"Yeah, but you still have a room." He was walking, and she opened her eyes a little to watch doors flash by. He finally came to one and nudged it open with his hip, then carried her into the surprisingly large bedroom. She didn't take note of much, though, just rested her head on his chest and let her eyes close.

"I need to do homework."

"No. You need to sleep. You can't do homework if you haven't slept."

"You never sleep." She muttered, and she felt him chuckle a little, dropping her onto the bed.

"Do as I say, kid, not as I do." He leaned over, and then she was in bed, him pulling the covers up to her neck and tucking her in. Then something touched her face, and it must have been a few minutes later but it felt like it had only been seconds. A warm washcloth touched under her eyes, wiping the tears away. "Get some sleep, Pen."

"I'm sorry…"

"Don't be sorry, kiddo. It's okay." Some of her hair was tucked behind her ear, and she leaned into the contact...it reminded her of Ben. Was Ben there? Her brain was mush and she needed sleep.

"Love you." She murmured, and the hand on her hair froze. Then, after a moment, he ran a hand through her hair once more.

"Love you too, kiddo."

Thank you for reading!