A huge thank you to everyone that has been reading and reviewing! I'm trying to get this story finished up by the new year, so we're going to be winding down pretty soon :) But hopefully, there will be another update Sunday!

Best Friends

When Penny arrived back at school on Monday, she headed straight for her locker, keeping her head down as she made her way down the crowded hallway.

It felt different. Everything felt different, just like it had after she'd first gotten that spider bite...after she'd gotten her powers. Then, she'd felt like she had a crazy secret. She'd been stronger than before, and still getting used to it. She'd been so careful when she'd opened her locker door and put her books inside...had been careful to unzip her backpack gently and do her handshake with Ned gently and grip her pencil gently.

Now, everything felt different once more. The Avengers knew her secret. She was part of the team. Kind of. Mr. Stark had said that she was a hero. May said that Mr. Stark thought of her as...well...however Ben had thought of her. He cared about her. Already, she was counting the days until she could get her suit back...until she could go on patrols. She might not be an actual Avenger yet...but the day might come soon when she could be.

Maybe she'd be allowed to train with them!

"Penny!" She turned, hand still on her lock, and saw Ned heading straight for her at a jog, pushing past the other students in the hallway before slamming into her, arms thrown around her back. Surprised, she wrapped her arms around him, a hand pressed to the back of his head as he hid his face in her neck.

She had been texting Ned as much as she could. Had FaceTimed him from the tower. He'd seemed kind of upset...quieter than normal. She hadn't had a ton of free time to think about it...hadn't given it all that much thought. Ned was quiet sometimes...could withdraw into himself when he was fighting with his dad or when his parents were having trouble. But she should have known, she scolded herself as she hugged him back, that something was wrong.

He was shaking. Face hidden in her neck, he shook, and she thought she heard him give a quiet sniff.

"Come on." She murmured, not wanting him to have a very public breakdown in the middle of the hallway. Giving the hallway a quick once over, she led him to the only place she could think of where they might be able to get some actual privacy.

The janitor's closet.

It was a gamble, of course. It wasn't like they were allowed in the janitor's closet. Still, they had to go somewhere, and neither gender's bathroom was an option. So she hurried him into the closet and shut the door behind them and hoping no one noticed what they were doing, least of all the janitor.

Penny wrapped her arms around her friend once more, leaning against the door to make sure it stayed shut, and closed her eyes as he fought back the tears she knew would come anyway. She'd never seen him this upset. Had never seen him cry like this. But when Ben had died...when she'd cried like this, he'd held her for a long time in his bedroom, and so she would return the favor. In the janitor's closet. She ignored the sound of the fluorescent lights above and the soft buzz of a fly nearby and the quiet din of chatter from the hallway, not caring if they missed the first bell.

Finally, he pulled away, his expression devastated and almost angry. "You said you'd call me!"

Bewildered, Penny blinked at him, giving a quick shake of her head. "What…"

"I asked you to call if you ever got hurt and…"

Penny closed her eyes then, feeling the sadness grip her heart in a vice grip. "Ned," she whispered, shaking her head again.

"And you said you would! You promised! I'm supposed to be your guy in the chair but you didn't even call me!"

"Ned, I didn't call for anyone."

"Why?"

For a moment, she wondered why he hadn't brought any of this up before during their video chats or text messages...but they really hadn't talked all that much...and she did know the answer, of course. Because he'd been scared. Because she'd barely been coherent the first time they'd video chatted and it had probably freaked him out and because it was easy to hold it together when bad things happened sometimes but it got harder when the bad thing was over...when the adrenaline crash came and when you realized that your best friend in the world could have died.

"My suit called for Mr. Stark." She told him softly. "Not me. I couldn't…"

"You couldn't call anyone." He finished in a broken whisper. "Because you were shot."

She'd given him the barest details over text, wanting to spare his feelings, but it apparently hadn't worked. He held up his phone then, showing her the first message she'd sent him after his string of eight texts all asking where she was...if she was okay.

"I'm okay. Got shot." He read the message out loud, incredulous. "Got shot." He repeated. "You leave to go bug Norman's office and then you're not in school and you don't answer any of my text messages and you don't answer your phone and May isn't answering her phone either and all you say is 'got shot?'"

"I'm sorry…"

"I'm supposed to be your guy in the chair…you're supposed to call me if you need help and…"

"Ned." Penny's voice was barely a whisper, and she reached out, putting a hand on his shoulder. "You couldn't have done anything." His eyes went wide and he opened his mouth as if to argue, but she kept talking. "What I do...it can be dangerous and…"

"You think I don't know that? You think I don't know that my best friend goes out and nearly gets herself killed all the time? I watch the news, Penny. I see what you do. And I was the one that gave you those bugs. I was the one that agreed to help you!" His voice had raised, but he dropped it back to a hiss when she brought her hands up then down, urging him to lower the volume.

"I did it, though. I bugged his office. And they work! They're connected to Karen! So now all we have to do is listen in and…"

"Penny, Norman Osborn shot you." He snapped. "How can you even think of trying to take him down right now?"

"Because he almost killed Mr. Stark!"

"He almost killed you!" There was a moment of silence then, in the janitor's closet, and she grimaced at the look on his face...at his red eyes and the tear tracks on his cheeks. When Ned spoke again, it was once more a whisper. In the background, the first bell went off, but they both ignored it. "I don't care what happens to Norman Osborn...I care what happens to you."

She reached out a hand, palm up, and he didn't hesitate to take it. "I can't stop. I'm sorry." She told him softly, remembering Mr. Stark's words about her. But it wasn't just that. Wasn't just her desperation for Mr. Stark's approval or her desire to join the Avengers. What she was doing, it mattered. She was saving people. She couldn't just give that up. He looked into her eyes for a long time...long enough for the second bell to ring.

They'd known one another for years. He was her best friend in the world, and she needed him. Now more than ever. And in that moment, she knew that this was her life now...that she would always be asking the people she loved to accept the fact that she might go out and get herself killed while trying to save people. It was a lot to ask...but she didn't know how she would survive without them...without Ned and MJ and May. "If you...if you don't want to be my guy in the chair anymore…" She started, but he just shook his head, squeezing her hand tighter.

"I'll always be your guy in the chair," he muttered, shaking his head.

"Really?"

"Of course." He swallowed hard. She knew that he wanted to ask her to promise not to do this again...not to get herself in trouble or let herself be hurt...but he also had to know that she could never make those promises. She felt very much like an adult in that moment, and she thought he did too, the weight of her secret and her responsibility heavy on both of their shoulders.

"Can you link me into Karen? So I have more access?"

Penny nodded. "Yeah. I'm supposed to get the suit back in…"

Then the door being pushed open, knocking the both of them sideways, interrupted her response, and they both whirled around, jumping back when they came face to face with the janitor and the principal.

"Penny...Ned…" Principal Morita started, looking between the two of them warily. "Are you aware that the first bell has rung? What are you doing in there?"

Beside her, Ned stammered, but before she could open her mouth or come up with an excuse, he came up with one.

"Making out." He blurted out, and Penny sighed, dropping her chin to her chest.

Apparently, Ned wasn't great under pressure.

Detention lasted for an hour, with Penny and Ned sitting in the back while Captain America scolded them so earnestly from the TV. Penny rolled her eyes and passed Ned a note.

'He's nicer in real life.'

Ned choked a little on his own spit and she giggled under her breath, the two of them quickly facing forward when their PE teacher glanced up with a halfhearted glare. They lowered their eyes, trying to look properly scolded, and when he looked away, Ned passed her the piece of paper once more.

'Can I meet him sometime?'

She hurried to scribble her response before passing it back.

'I'll see what I can do.'

Once their hour of detention was over, which they used mostly to catch up on homework but also to pass notes back and forth, the two headed out of the school, planning to take the train back to Queens where they would split up and go back to their own homes. Penny knew that the school must have called May letting her know that Penny had detention, but she hadn't gotten a call from her yet, so she figured May was still at work.

She just hoped they hadn't told her why Penny had gotten detention.

They were almost to the school gates when, beside her, Ned faltered for a moment. "Uh…Penny?" He asked. She glanced over at him, pocketing the phone she'd been checking for messages.

"Yeah?" She followed his gaze. Her senses were quiet, and she figured out why after only a second. The very fancy car parked out in front of the school. The one that could only be driven by one person. "Oh." She whispered.

Mr. Stark stepped out of the driver's side, crossing his arms and looking from her to Ned in much the same way that their principal had that morning. "So...this is why I had to wait for an hour?"

"What…" She started, glancing over at Ned whose mouth was wide open, eyes huge.

"That's…you're…"

"Tony Stark." The billionaire introduced himself, strolling over with all the ease of...well...a billionaire, and holding out a hand to Ned.

"I…" As if on autopilot, Ned lifted his own hand, barely managing to grasp Mr. Stark's.

"This is Ned." Penny cut in when it became obvious that her friend wouldn't be able to speak for himself. "He's my…"

"Guy you make out with in the janitor's closet before school?" Mr. Stark cut in, eyebrows raised, a tiny smirk on his face, and Penny felt her face got bright red.

"How did you...I mean...no! No, we weren't...how did you even know that?"

"I hacked your school record while you were in detention. I got bored." He shrugged.

"We weren't...doing that. We were talking. About…" She waved a hand at herself, realized that wasn't the best gesture for the situation, then flushed even redder, much to Mr. Stark's apparent amusement. "Spidergirl." She hissed, looking around despite the fact that the sidewalk was pretty empty.

The man snorted, crossing his arms and grinning, something almost fond in his eyes. "Whatever you say, kid. I told your aunt that I was picking you up so we could take a look at the suit and so that Helen could take a look at you. Also I'm pretty sure she's going to have 'The Talk' with you when you get home..."

"You mean...I can have the suit back today?" She asked...she'd have to deal with May when she saw her later.

"Doubt it." He told her, still smiling, a little softer this time. "Helen's probably going to keep you on the sidelines for a few more days." The man turned back to her friend. "You need a ride anywhere, Ned?"

"No...I...thank you but…"

"Good to meet you, kiddo. We should bring you to the lab one day...see what you can do."

Penny was pretty sure he was on the verge of fainting, so she hurried to cut in before Mr. Stark could overwhelm him anymore. "I'll text you?" She asked, making it a question so he'd focus on her. Ned seemed to snap out of it, then nodded.

"Yeah...yeah, text me. I'll...uh...see you later!"

And then Penny was being ushered into Mr. Stark's car and assuring her mentor that she was fine, that school had been fine, and that nothing hurt. This time, it was true. For a moment, they rode in silence, Mr. Stark checking his side mirror before changing lanes, then swearing under his breath about New York traffic when someone pulled out in front of them. She let him finish before asking the question she was dying to know the answer to.

"Did you listen to it?"

Mr. Stark glanced over at her, not making her elaborate before nodding. "Yeah. I've got Nat and Clint monitoring the feed from the mics you planted."

"And…"

"And they don't have anything solid yet. But Harry must have disabled the cameras like he said he did because Norman hasn't found any of them. He's a little skittish after his talk with Natasha but I think we'll find out soon if he's doing anything illegal."

Penny stared at the window, watching the other cars and buildings go by and waiting for the song Mr. Stark had playing in the background to finish before speaking up again. "Mr. Stark?"

"Yeah?"

"May...she told me that she talked to you...about me being Spidergirl. And...I just wanted to...to thank you." She murmured, voice dropping off a little at the end, cheeks heating up just a little.

He cared about her like Ben had. He thought she was a real hero.

"No problem, kid. New York needs Spidergirl. I think the Avengers will too, someday soon." She blinked in surprise, turning to face him, and he gave her a quick smile, eyes soft. "Maybe not just yet. I think Spidergirl could use some training first. But...in a few months...who knows?" He gave an exaggerated shrug, one arm coming up, the other hand firmly on the wheel.

"Training?"

"Sure, kid. Why do you think I kept inviting Spidergirl back to the tower? I thought she might be able to get a few tips from the world's greatest superheroes and all that. Nat in particular was talking about some hand to hand combat tips when she found out who you were."

"Training with Natasha," she repeated, a bit dumbfounded. Training with Natasha Romanoff who was the Black Widow.

"Yup. Did you hit your head while you were making out with Ted in the janitor's closet?" He asked, his smirk undercut by the actual concern in his voice.

"No...we weren't…why would she want to do that?" Penny asked, forgetting about the whole 'making out' thing for the moment. She was pretty sure that Mr. Stark was just teasing about that.

"Because she likes you. Because she thinks you're talented but that you could use some real training." He dropped the easygoing smile then, looking more serious as he turned to glance at her, not speaking again until he pulled to a stop at a red light. "And I agree. If you're going to work with the Avengers, eventually you're going to be facing some bigger threats. I want you to have that training sooner rather than later."

Something shifted then...she could feel it. Something was different. Mr. Stark cared about her. Mr. Stark felt about her the same way Ben had felt about her. Natasha liked her. The others had been so kind. She was a superhero. All of these things raced through her mind, each one clicking into place and making a picture she liked a lot...but that scared her a little. 'If you're going to work with the Avengers…' The Avengers. She was a superhero and she was going to work with the Avengers.

This was her life now. And she couldn't have been more excited about it.

"What do you think, Spiderling? You ready to do some real training?"

Penny nodded, bitting down on her lip to try and control the huge smile growing on her face. "Yeah."

That's when the light turned green, and he hit the accelerator, Avengers Tower growing larger and larger in the windshield.

Thank you for reading!