A/N: This chapter is a doozy, let me tell you. A lot goes down. A lot. I sincerely hope it was worth the wait!

So for now on I've decided to be a little more loose with my update schedule (I know I already have been but, ya know, looser) because I recognize that there have been times where I've uploaded a new chapter that I wasn't quite satisfied with yet just because I wanted to have it up by the first of the month. For now on I want to give a broader range of time for updates so I can either upload early or later depending on how I feel about the chapter and it's state of completion. I know that's frustrating for you guys, but hopefully it's better than me saying it'll be up on a specific day only for it not to be (insert cringing emoji here)

As always, your support, follows, favorites, and comments mean the absolute world to me! Thank you for sticking with this story! Can you believe it's been over a year since it started? I certainly can't.

Hope you're all enjoying your summers! See you in a month and a half or so!

An awkward silence lapsed between them.

Penny was staring resolutely at the closed door in front of them, cursing the damned spider for biting her and giving her excellent peripheral vision that allowed her to see the every movement of the boy she was trying not to look at.

Brad, for his part, wasn't trying to make conversation with her and seemed equally uneasy. His foot was tapping incessantly, the constant thumping noise an added annoyance to the already uncomfortable situation.

This is fine, she thought stubbornly. We sit silently on the elevator, we get to the lobby, I walk out without even sparing that misogynistic creep a glance-

And then Brad was reaching forward, pressing the buttons for floors 4,3, and 2 in addition to the first floor.

She couldn't help it. Penny's eyes locked onto his own. "What are you doing?"

"I don't like how we left things," he said in lieu of an answer, eyebrows furrowed. "You haven't talked to me since that misunderstanding before."

"Misunderstanding? Is that what we're calling revenge porn, now?" she shot back.

His foot stopped tapping. "Revenge porn, really? Penny, we can't have a reasonable conversation until you stop with the dramatics."

The elevator stopped on the fourth floor, doors opening to reveal an empty hallway. Scoffing, Penny began to storm out.

Brad's arm darted out, gripping her around the elbow. "Penny, stop!"

She froze. His hold didn't slacken.

She could have ripped her arm out effortlessly. Hell, she could tear away and rip his own arm out of its socket for good measure. But still, she felt her limbs lock up against her will.

The door slid shut. They began moving down again.

Penny hated how dry her throat felt, but she still managed to find her voice. "Revenge porn includes explicit photographs taken and distributed without consent," she said softly, adjusting herself just barely so she could glare at him.

Finally, he let go. "Just give me thirty seconds," he pleaded. "That's all I ask."

"Thirty seconds to what, exactly?"

"Apologize."

Her eyebrows lifted on their own accord. That wasn't what she had been expecting.

The elevator stopped as they reached the third floor. The door slid open, and this time Brad made no move to touch her.

She didn't try to leave. The door slid shut again.

"You're down to twenty seconds. Better speed it up," she said hollowly.

His jaw tightened, but then quickly relaxed. "Alright. I wanted to say sorry for jumping to conclusions earlier. You were trying to explain the situation and I cut you off. After thinking about it for a bit, I realized there were plenty of reasons for why I found you shirtless in that room."

He paused, seemingly waiting for her to either explain herself or accept his apology. Penny did neither.

The elevator door slid open again as they reached the second floor. Once more, the hallway was empty, and they continued down to the lobby.

"It was really shitty of you to jump to conclusions," Penny started, breaking the silence, "but it was way worse for you to take that picture, threaten to send it out despite me telling you not too, and, if I had been gay, threaten to out me to a bunch of people before I was ready."

Brad sighed, his shoulders sloping downwards. "I was confused, Pen. Not trying to redirect blame here, but you kinda led me on there for a bit, so what was I supposed to think when all of a sudden you weren't interested?"

"Brad, I wasn't leading you on," Penny retorted, fingers clenched into fists. "I was interested, and then you acted like a complete asshole! So yeah, I lost interest. Just leave me alone, okay?"

The elevator settled onto the lobby floor. Unsatisfied but fully done with the conversation, Penny stepped forward, only for Brad to dart his arm out again and hold down on the 'door close' button.

"So you do like me?"

Eyes wide, Penny whirled on him. "What?"

To her absolute disgust, he had his eyebrows drawn and lips quirked up in what she may have previously classified as a "seductive smirk."

"Maybe assholes are your type, Penny."

She had to swallow back an exasperated laugh at the look on his face. "Brad, stop trying to make this a moment. This isn't an enemies-to-lovers rom-com, you're not an edgy bad-boy, and we're most definitely not about to make out in this elevator."

His smirk faltered at her heated tone and crossed arms. "Penny, I'm willing to let bygones be bygones, here."

"I would be, too, if you'd take responsibility for the rest of what you did. But somehow I doubt you will, and either way, that ship," she added, gesturing in his general direction, "has most definitely sailed."

His smirk turned sour. "So you're not willing to forgive me? You hate me now, is that it?"

"That's not what I said, Brad," she sighed, glancing wearily at where his hand was still holding down the 'door close' button. "Can we just save this for later, please?"

"We're already here, might as well do this now."

"I'm meeting… someone. I'm late enough as it is. Seriously, Brad, let's just go."

By the way his cheeks and neck began filling with color, Penny had a feeling that Brad knew exactly who she was meeting with tonight.

"You know what, Penny? I thought you were cool, but you're kind of a bitch."

Her gaze snapped back to him, but all she saw was red. "Okay. We're done here."

Gone was her sudden wave of timidity as she reached over and attempted to pry his hand off the button as non-super-strengthy as she could. Brad resisted, locking his arm and forcing his body between her and the control panel to block off her access. They struggled like that for a moment, Penny restraining herself far more than she wanted to.

"Brad… let… go…" she grunted behind clenched teeth, pushing just a teeny bit harder so that his arm began to shake.

"I say we make Thompson wait a bit longer," Brad panted, glaring at her. "He's used to it anyway, right? Dude's so forgettable even his parents don't remember he exists-"

What happened next Penny Parker would swear was 99% accidental.

In a flash of fury, she yanked her arm back to wrench his hand away, using far more force than a skinny teenage girl should've been capable of using. Unfortunately (or fortunately), her elbow jutted up straight into Brad's face, smashing into him and knocking him out cold. His tall, lanky body fell limp onto the elevator floor to her horror and slight amusement. A light trickle of blood began leaking out of his nose and onto the carpet, staining it red.

She grimaced. That's gonna hurt when he wakes up… oh, well.

And, with his finger no longer pressing down on the button, the elevator doors slid open.

Revealing none other than Flash Thompson, standing in front of the elevator, checking his watch.

Penny's fleeting smugness was instantly wiped as her gaze darted between the boy in front of her and the boy passed out on the ground. Oh. Oh shit. Oh shit uhhhh think Penny think...

It seemed to take Flash several long moments to fully register the scene in front of him. Glancing up from his watch, his expression morphed from recognition, to delight at seeing her, to confusion when he saw Brad, to complete bewilderment in an oddly entertaining sequence of facial movements. If she weren't frozen in place with horror, she would have laughed at the sight.

Penny blinked at him.

He blinked back.

Slowly, gradually, she unstuck her tongue from the roof of her mouth. "Um… hi."

"Hi." He still looked horrified, but the corner of his mouth twitched upward, betraying his mirth. He took a step closer towards them, stooping down a little so he could catch a better look at Brad.

"Waiting by the elevator, I see," she choked out, grimacing at the sound of her own voice.

"Yup."

"That's efficient."

"Uh huh."

In one fluid motion, she stepped over Brad's unconscious form, hoping that if she didn't draw attention to it he wouldn't notice. "So where do you want to go?"

The corner of his mouth drew a little higher. "Uh, Parker?"

"Hm?" She widened her eyes innocently.

He straightened up, cocking his head at her. "Brad's on the floor."

She glanced over her shoulder. "Ah. So he is."

"Yup."

A brief silence stretched between them.

"So where did you say you wanted to go?"

The other corner of his mouth joined the first in its travel upward. "Parker."

"Yeah?"

"Shouldn't we, like…" he shook his head, a noise that sounded like a cross between a laugh and an exasperated exhale escaping his lips. He looked lost for words.

Penny's eyes darted nervously over to the still unconscious boy. "Shouldn't we…?"

Flash took a step closer towards her, leaning in conspiratorially. She swallowed.

"Shouldn't we tell someone there's an unconscious dude in the elevator? You know, so some grandma trying to get down to the lobby doesn't see him and think there was a murder in the hotel?" His smile was downright rakish.

It also must have been contagious, because her rapid heart rate began to slow, and the tight muscles in her face began to relax into something softer. "Huh. You make a fair point, Thompson."

"I do that, every now and then."

"Would you like to do the honors?"

"Certainly." He locked eyes with one of the hotel employees, nodding his head and flicking his hand in a manner that dripped with wealth. Within moments, they had hurried over by their sides.

"How can I help you two?" The man smiled in a rehearsed manner. Flash smiled back, a mischievous glint in his eyes.

"Hello, sir. Sorry to inconvenience you, but there seems to be a homeless drunkard passed out in the elevator. I request that you evict him from the premises."

"What he means to say is," Penny hurriedly added, shooting him a look, "one of the guests here seems to have collapsed in there."

She gestured behind her, three sets of eyes landing on the elevator door… which had already closed. The electronic panel above the door displayed the number three, indicating that someone up on the third floor had summoned the elevator.

Penny paled. Flash snorted, clasping a hand over his mouth. The man's perfect smile faltered.

And then, right on cue, a distant scream resounded above them.

"Uh… good luck?" Flashing a quick, sheepish grin, Penny hooked her elbow around Flash's and tugged them both out the front doors, leaving the man spluttering behind them, frantically pushing on the button to bring the elevator back down to the lobby.

Flash laughed freely once they were outside, subconsciously pulling Penny flush to his side to combat the night chill. She felt herself warm in more ways than one at the gesture.

He turned towards her, his eyes glinting with mischief. "Well, Parker, you may have convinced an underpaid hotel employee to finally throw in the towel and quit their job today. How do you feel?"

"Like a true American," she teased, pushing into his side playfully. And then she frowned.

He shot her a look. "Hey, what's wrong?"

She peered up at him nervously. "Are you… are you not going to ask me about why Brad was unconscious in the elevator?" Her voice came out in a squeak by the end of her sentence, as if her throat was frantically trying to stop her from forcing the words out.

She still hadn't come up with a valid excuse for the scenario. She may have gotten a little better at lying through her teeth since her radioactive spider bite, but coming up with a tale for this fiasco would be a doozy. Especially if anyone noticed the bright red mark where her elbow connected with his face.

Flash's worry lines smoothed over at her question, his brows unfurrowing themselves. "Oh. Well, are you okay?"

"Yes," she instantly responded, meaning it in more ways than he could know.

"Then no, I won't force you to tell me. I trust you, Penny." He paused, considering her. "Do you want to tell me? Because I'm not going to lie, I'm quite curious."

"Definitely not," she responded honestly, stunned at his response. "If that's okay with you, I mean."

"It is." He smoothly moved his hand from across her elbow to her own, lacing her fingers with his. "And something tells me you might feel comfortable telling me later. Shall we?"

She glanced at their interwoven hands, and then at him. He was being chill. Suspiciously chill, considering the fact that a few hours ago she had disappeared yet again during a major act of supernatural destruction.

"Are you drunk?" The question came out blunter than she had intended.

Flash seemingly choked on his own tongue, whirling on her. "What? No!"

"High, then?"

"No, Parker! What the hell?"

"I'm just checking," she said defensively, smiling despite herself. "You're acting very relaxed, all things considered. We are being run out of Europe by monsters, after all."

"The same goes for you," he countered, narrowing his eyes in a knowing way.

Penny bit her tongue. That was a fair point. And she couldn't let him in on the fact that she was so unbothered because she knew more than most about the situation with the Elementals.

So their conversation turned in a different direction.

Penny took a deep breath, turning towards him earnestly. "Flash, as much as we butt heads and tease each other and get on each others' nerves, I can't stop thinking about you. I feel so comfortable around you, and I find myself wanting to be around you more and more. And, to be completely honest, I'm a sucker for dark hair, good eyebrows, and Spider-Man fans. I really, really like you, and I know you're into me, too. But also, just to be clear, I'm not sacrificing any of my future plans to follow you around anywhere because this girl is getting into Harvard and while your GPA is also quite impressive and you could definitely get in, you've always struck me as a Yale man. But I'd do long distance for you in a heartbeat. You're worth it. And just a heads up, I'm a spring wedding kind of gal."

Is what she had originally rehearsed in her head, more or less.

But when she took her deep breath, turned towards him with the words poised on her tongue, something else came out.

"So... MJ told me they used to execute people on this bridge."

She closed her eyes, basking in the feeling of her outrageous teenage awkwardness. Smooth, Parker. Smooth.

"Oh." She opened her eyes again to see Flash looking down at her, his eyes sparkling with amusement. "That's...a fun fact." They had stopped walking at this point, standing alone on the bridge with the lights of the city behind them.

"They would put people in baskets and drown them," she blurted. Shut up shut up shut up-

He openly laughed this time, removing his hand from hers so he could place both of his over his mouth, stifling the noise. "Pfft- what?"

"I-it's not funny," Penny spluttered, crossing her arms in front of her chest.

"No, the drowning of humans isn't funny," he choked out between laughs. "But you… you're something else, Parker."

And it was the way he looked at her, the corners of his eyes crinkled as he continued to try and stifle his giggles, both teasing her and admiring her so fervently at the same time, that gave her the confidence to say what she needed to say.

Now or never, Penny. C'mon, Spider-Man. If you can save the world, you can tell the guy you like your true feelings.

"Okay, yeah, laugh it up," she joked, rolling her eyes at him. "It was a dumb thing to say. Can we move on?"

"No, Penny, really, I love hearing about the corpses that could be rotting beneath my feet-"

"Flash."

He stopped, eyes widening at the earnestness in her voice. "Oh. Yeah, sure." He straightened, hands landing in his pockets as he took a deep breath, as if to steady himself.

And all of a sudden the air felt heavier, thick with tension and so many words that had been going on unspoken. Penny's heart rate had been kicked into high gear, thudding against her chest with so much power she thought she might lurch forward under its weight.

"So you said you wanted to talk to me about something," she said, her words measured, her eyes glued onto his.

He swallowed, nodded. Took another step towards her. "Yeah."

"I've been wanting to talk to you about something, too. Well, to tell you something. For a while."

"I know," he breathed.

They stood there for a moment, trembling with anticipation, playing some twisted game of chicken to see who would speak next. Penny felt like she was going to explode if she held back her words even a second longer, but she knew that this was a pivotal moment, that everything would change after this.

And then she finally broke.

"I think I'm falling in love with you."

That wasn't what she had meant to say. That was not what she had meant to say. Love? Love is a strong word, a very strong word, far too strong for this weird relationship that had just sprung up in the past few days-

But she was barely even able to process that fact because Flash had spoken at the same time, his words overlapping with hers.

"I know you're Spider-Man."

…

…

…

...

"What did you say?"

"What did you say?"

"No, seriously Flash, what the fuck-"

"Did you or did you not-"

"Oh my God oh my God-"

"Penny, did you or did you not use the L-word just now-"

"OH MY GOD-"

"PENNY SERIOUSLY I'M LOSING MY MIND-"

"YOU'RE LOSING YOUR MIND?"

Thankfully, few people chose to be outdoors in Prague at 1 am after a major act of supernatural destruction, because otherwise they would have been witness to what can only be described as an explosive teenage meltdown.

Penny's head was flooded with alarm bells, bright red flashing lights, and a voice screaming WARNING, WARNING, DENY, DENY!

"Spider-Man is a man, Flash!" Penny spluttered, her voice already started to go hoarse from her screaming. "Also crazy coordinated, super strong-"

"You totally decked Brad in the elevator!" He interrupted hotly, gesturing wildly at her. "Penny, MJ all but confirmed to me that you're him- or her? I'm not quite sure what pronouns to use anymore, this is all new to me-"

"What did MJ say?"

Flash startled back a little at her tone. "Uhhh… maybe I shouldn't have said that-"

"Flash she was probably just messing with you," Penny pleaded, knowing that she was beginning to sound more than a little desperate. "And I also thought we weren't going to discuss the elevator thing! You don't know what happened in there!"

"Penny come on!" He stepped back into her space, gripping her shoulders and staring down at her with pleading eyes. "The disappearances! The lies! Penny, it all makes sense now, I've figured it out! Why can't you trust me with this?"

She was practically trembling with adrenaline and overstimulation, her mind moving a million miles a minute, but this brought her to a screeching halt.

Penny stared back at him, noting the sincerity in his eyes. Why can't I trust him with this? If I really am falling for him, why shouldn't he know the truth now?

And for a split second, she reconsidered her single greatest rule.

But.

Because it's dangerous. MJ, Ned, and May have already put themselves under unnecessary risk for my sake. I want him to know, I really do, but…

"Because it's not true, Flash," Penny said, pouring conviction into her voice. "It would be awesome if it was, but I'm not Spider-Man."

Flash seemed to falter at that. She felt sick to her stomach lying to him, but she felt a little surge of hope at his reaction. Maybe she could convince him.

But then he set his jaw, his eyes going hard. "Okay, fine. Then explain all of this." He slung his backpack over his shoulder, dropping it on the ground in front of her. "Do you recognize this?"

Not his backpack. Hers. Uh oh.

"It's a backpack," she said dumbly, trying for a straight face.

"It's your backpack, Penny," he insisted, reaching in and pulling out the white dress she had been wearing earlier. He raised an eyebrow at her, daring her to rebuke him.

She swallowed. "Plenty of people have white dresses," she said, her voice a little shaky but still dripping with sarcasm. "Doesn't prove anything, Nancy Drew."

"I prefer Encyclopedia Brown," Flash deadpanned. He dropped the dress back into the bag, pulling out a notebook instead. "Okay sure, whatever. Plenty of people could have your exact backpack and exact dress and stash it in the same building that you were just in so they could run off and save the world. Let's say we buy that. But what about," he said, flipping to a random page, "all of the mysterious injuries you kept getting this year?"

Penny gawked at him. "Wha- does that say Penny Parker Observational Research Journal?"

He ignored her, but she saw a red flush crawl up his neck. "On September 6th you had scratches up and down your arms- you claim it was from pet-sitting Ned's ferrets, but one call to his landlord-"

"You called Ned's landlord?"

"-Revealed that his apartment doesn't allow pets of any kind. On September 14th you had a giant burn on your calf, and you said it was from spilling boiling water while making tea, but on October 9th of that same year you said tea was, and I quote, 'gross leaf water' and that you only drink coffee. On September 27th- hey!"

Penny snatched the notebook, walking three quick strides away from him to give herself time to rake her eyes across a few of the pages. He stumbled towards her and made a grab for it, but she easily dodged, ducking under his arm.

"Injuries… mysterious disappearances… oh my God, eating habits? Flash, what the hell!" She shook the notebook at him, resisting the urge to fling it over the bridge. Barely.

"You eat like a linebacker because you're a kickass superhero who needs stamina!" He argued, though now he was backing away from her with a grimace like she would deck him at any moment. Given the scene in the elevator a few minutes ago, she didn't blame him. "C'mon, Penny, just admit it to me! There's no point in hiding anymore!"

"I'm not a damn science project, Flash!" She settled for tossing the notebook on the ground in front of him. "What, were you just following me around for research purposes?"

She didn't comprehend the words she was saying until they had left her mouth. Oh. Oh.

Penny felt her entire body grow cold. Wait. Could these past few days, this whirlwind of emotions and new discoveries and sudden feelings for this absolute idiot of a boy… could it all have been part of some giant scheme?

She didn't think so. She didn't want to think so. Even when she and Flash were at the peak of their "rivalry," she knew he never wanted to see her actually harmed, physically or emotionally.

But there was still that little sliver of doubt in her mind, telling her that she was naive, that she had missed something, that she hadn't trusted her instincts and had trusted the wrong people.

"Were you… were you just acting nice so you could get answers, Flash?" Her voice had grown softer as she lost steam, now staring at him with a lot less anger and a lot more hurt.

His expression mirrored her own- that is, if she looked like a kicked puppy, which is exactly how she felt. "What? Penny, no. No." He opened his mouth to continue, grimaced, and then started again. "I'd ask you why you would even think that's possible, but I haven't always treated you super well, have I? I'm really sorry, Penny, for all of it. But when I first started noticing that something was different with you, that you kept getting inexplicably hurt and started acting like there was some new great burden on your shoulders, all I wanted to do was get to the bottom of it so that I could help in any way I could. And along the way…" He paused, blinking back what she would have sworn were the beginnings of tears in his eyes. "...Along the way I started falling in love with you, too."

She sucked in a breath, her hand landing on her chest. She felt her heartbeat skittering beneath her fingertips, unstable and erratic. Oh. Wow.

He was leaning towards her, eyebrows drawn, practically bouncing on the balls of his feet in his yearning towards her. He was waiting for her affirmation, she realized. The warmth she was feeling in her chest spread throughout her whole body, all the way to her fingertips and the ends of her toes.

Penny didn't know why she doubted him for a second. She'd known Flash practically her whole life. She knew who he was.

She couldn't suppress it any longer- she broke out into a grin, shaking her head at him for good measure. "Wow. So we're both dropping the L-word tonight, huh?"

That was all he needed.

He smiled, relieved, and started towards her- for a hug? To draw her in for a kiss? An awkward high-five? Penny's heart was pounding- and his foot bumped against her backpack along the way, spilling something out of the bag.

She had no idea how they got from point A to point B.

One moment, Flash was nearly an arm's length away from her, walking towards her with a determined expression on his face.

She blinked.

Opened her eyes.

And she couldn't see Flash anymore.

A giant swirling mass of angry, grey clouds flooded her vision, roaring hideously. It was as large as a two-story building. It had a face.

An Elemental, she realized, her lips parting in horror.

There was no time to think, no time to put the pieces together and realize that this didn't make sense, that Beck had said this Elemental had already been defeated. Her brain had shut completely down, her body lit up with nerves that were ready to spring into action.

Movement to her left. Flash. He was still in her line of sight, but had staggered back when the creature appeared, his eyes wide and his face pale.

The Elemental raised a shadowy claw, reaching for him.

No.

She surrendered to her instincts, and leapt.