Notes: So I took some creative liberty with this one and changed it to Penny having her period instead of a true sickfic. Sorry lol I just could not get into the mindset for the usual sickness tropes.

Tags: nothing for this... period mentions but it's not graphic soooo

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Happy Hogan watched as Penny sluggishly walked through the school gates towards the car. She was pale, had bags under her eyes and there was that crease between her eyebrows that she got whenever she was in pain.

She looked worn out and exhausted.

"Hey kid," Happy said as she put her school bag on the backseat.

"Hey, Hap." She greeted quietly, climbing into the front passenger seat.

Penny no longer sat at the back with a divider between them. Since he and her aunt had gotten together, he had been around a lot more and subsequently they had started getting closer. She sort of viewed him as another uncle. They'd even spoken about it and Happy had reassured her that he never wanted to replace her uncle Ben, that he was hoping to just be there for her however she wanted him.

She told him that he was another uncle to her. He wouldn't be able to replace Ben but he was just as important to her. She said it was like Tony was her dad but he wouldn't ever take the place of Richard.

Happy started the car and pulled out of the school parking lot. He didn't like how quiet Penny was, usually, she was talking his ear off by now. Their conversations consisting of anything from how their days had been, to the last episode of Downton Abbey that they'd watched together.

He glanced at her while they waited for a green light. She was curled up (as much as you could in a car) leaning her head against the door with her arms wrapped around her middle.

"You okay, kid?" He asked her, concern starting to rise. "You're not looking so great and you're not talking my ear off."

She turned a bit to look at him, wincing as her back straightened. "Not really but I'll be fine later. Really, I will." She said to him, adding the last bit after he arched a brow at her.

"You know you can talk to me right?" He asked gently, not wanting to pressure her. "I might not be Tony or May but…" he trailed off, pushing on the gas when the light changed.

Penny smiled softly at him. The Happy sitting next to her was so different from two years ago.

"I know, it's just- " she hesitated, "It's a bit personal and I don't want to make you uncomfortable."

"Okay, Pen. Is there anything I can do or get for you though?" He asked, smiling slightly as she perked up a bit.

"I would kill for a Chocolate Therapy or Tonight Dough from BJ!" She grinned at his eye roll at her name for Ben and Jerry's.

That's when it clicked. The stiffness in her body movements, obvious discomfort, "It's personal, I don't want to make you uncomfortable.", and the chocolate.

"Pen, are you uh- is it your period that's making you feel crappy?" He asked.

She looked to him with a slightly surprised expression on her face. "Yeah, how did you know?" She asked him.

He chuckled slightly before answering. "You just asked for the same ice cream that May asks me to get for her when she craves it on her period." He found the endless similarities between them quite amusing.

Penny let out a snort. Here she was worrying about making him uncomfortable when he'd been the one getting them the ice cream for the last few months since he moved in.

"So does that mean I can have ice cream from BJ?" She smirked.

Happy rolled his eyes teasingly. Brat. "Yeah, yeah. You can have the ice cream."

Later as they stepped into the penthouse elevator, ice cream cups in hand, Penny looked at him.

"Thank you," She said, "For loving May and taking care of her. She'll say she doesn't need it but she does. She loves you a lot. We both do."

He gave her a hug. "I love you both too, kid."

She smiled at him as the elevator stopped and the doors opened.

"Roo!" Tony called from the lounge, a blanket nest on the mattress that was placed on the floor in front of the couch he was perched on. Happy spotted a few specially made Spidey metabolism energy bars, some pillows from her bed, a heating pad, and her favourite Sherlock water bottle.

"Pepper kicked me out of the lab so we're having a movie marathon instead. Go get changed and we can start watching." Tony continued.

"I'm already ahead of you!" Penny said over her shoulder as she walked down the hallway to her room.

"Bye kid." Happy called as he turned to the elevator.

"Bye Happy!" He heard from down the hall. He heard a thud followed by Penny calling out, "I'm okay!"

'I might not be May or Tony,' Happy thought as the doors closed and he started moving back down the parking lot. 'But I'm Happy and that's good enough for me.'