In a way, Penny Parker was used to being abnormal. She was an orphan in a world of children happily living with their parents. She was a rare child who had been saved by Iron Man before she turned ten. She was an exceptionally bright student who won a scholarship to attend Midtown School of Science and Technology when she was twelve. She was a teenager who somehow gained superpowers after being bitten by a genetically-modified spider. She was a girl who had been forced to mature beyond her years when her uncle was murdered in front of her very eyes. And, she was a young woman who now used her powers for the good of others, fighting crime and helping people under the mask of Spider-Woman.

For each of these life changing events, Penny quickly got used to her new normal. Her aunt and uncle might not be her parents, but they were as good as. She felt out of place in Midtown School – a school full of kids from wealthier families – but she had her best friend Ned with her to make things easier. She had superpowers gained from a spider, but it did not mean she couldn't continue to live normally. Uncle Ben was dead, but she still had May and she was not alone. She was Spider-Woman and she helped people – like she always did.

Being unique and different was normal for Penny. She was used to it and did not bear any bad feelings toward that fact. As long as she had her family and her best friend with her, she knew she could go through anything thrown at her. So used to being in unique situations that she never expected to find others who were going through some of the same life-changing events she had before.

Case in point: when she met Gwen Stacy in the hallways the day before Homecoming.

Penny was still getting used to her new normal (May knowing who Spider-Woman was and not having to report to Tony Stark) when something new came to change everything. While it was not drastic – as life-changing events goes – it was enough to shock Penny.

That morning, Penny and Ned were making their way out of their History class. Penny stretched her shoulders before asking "What class do we have next?" somewhat absentmindedly as they walked through the corridors.

"None. It's free study until lunch." Ned answered, looking at his agenda.

"That's right! We're Thursday, aren't we?" she said. Her friend hummed.

"What do you want to work on?"

"Well, I don't have any homework to do since I always complete them in detention. So, I don't know." she answered. "What about you?"

"I still haven't completed my math homework from two days ago. Do you think you could help me with... Penny?" Ned turned around. Penny had suddenly stopped. Her eyes were wide. "What is it?" he asked.

"My sixth sense." she said quietly. Ned's own eyes widened.

"Are we in danger?"

"No... I don't know?" she answered. "It's strange. Usually, I only feel it when there it warn me of danger. But now, it give me a sense of... happiness? It feel comforting." she said, her voice laced with confusion. "I really don't understand what's going on."

"Do you think you can trace the source? Find what's causing your sixth sense to go haywire?"

"I think so." she said. She turned to look around her, noticing she had stopped in the middle of an intersection between two corridors. The girl froze while looking in one direction and said "This way!"

Penny was practically running through the hallways as she tried to find the source of her strange feelings. As the next period had yet to begin, there were still quite a few many students walking around – along with teachers watching them. Still, she eventually managed to pass all through them.

When she arrived at her destination, her sixth sense suddenly went quiet, perplexing her. She stood there with her eyes scrunched in thought.

"Did you find something?" Ned asked, arriving a few seconds after her. He was slightly panting, having had to run after her.

"No... it just went quiet."

"Quiet?" he repeated.

"Yeah." she said.

"Well, maybe it was a false alarm."

"Maybe." she said dejectedly. She did not understand what happened but, deep down, she felt like her sixth sense was leading her toward something familiar and friendly.

Penny made to turn around and walk away with Ned when she heard a commotion further down the corridor. Frowning, she turned in direction of the source. "Gwen?" she said to herself, confused. A good thirty feet in front of her was Gwen Stacy – the girl she had befriended in detention. They only exchanged a few words since but all their encounters had been friendly.

As far as Penny could see, Gwen was struggling with something. It looked like she was fighting an invisible force. The frustrated blonde had papers seemingly glued to her fingers which she tried to shake off, to no avail. Around her, students passed by and laughed at her situation. Penny frowned, hoping Gwen hadn't been caught in some nasty prank.

"What's happening to her?" asked Ned next to her. Penny gave a small smart, having forgotten she was not alone.

"I don't know. We should go help her. Nobody seem inclined to do so." she said. Without waiting for her best friend's answer, Penny walked forward.

"Gwen?" she asked as she reached the younger girl. "What's wrong with your fingers?"

"Oh, hey, Penny." Gwen said, not looking at her. "I don't know what's going on. My fin-" Gwen suddenly froze just as Penny stopped to stand next to her. At the same time, Penny's sixth sense flared powerfully. She felt a sudden and strange sense of happiness, like she was greeting an old friend. Gwen's eyes opened in shock and she turned to look at the brunette. Her blue eyes met Penny's browns.

"You're like me!" they exclaimed together with awe.

The moment was broken when a confused Ned said "What?" Both girls blinked, coming back to their senses.

"What's going on?" asked Gwen, shocked. "What was that?"

What was that indeed. Gwen was not the only one shocked. So was Penny. She was confused as to why her sixth sense had generated such a reaction from her. 'You're like me?' she quoted mentally. In a fraction of second – faster than she could consciously follow – her mind quickly went from thought to thought as it reviewed all of the known facts. When she looked at Gwen's hands which were still stuck to paper and failed to find any kind of sticking substance like glue, she knew the answer. She just needed confirmation.

"Gwen, was your field trip to the science exhibit yesterday?" she asked quickly.

"Yes?"

"Did you happen to see a presentation that featured genetically engineered spiders?" Behind her, Ned drew a quiet gasp, coming to the same conclusion as her.

"Yes, we did." the girl answered, still sounding confused.

"Did you happen to get bitten by a spider?" Penny asked more quietly. Gwen's eyes widened in surprise.

"Y-Yes." she said, her voice trembling.

"And, when you returned home that day, did you feel very sick – like you were going to die – but woke up the next day feeling better than you ever did in your life?"

"How do you know that?" she exclaimed quite loudly, making a few eyes turn toward them. Penny immediately shushed her before answering quietly.

"Because the same thing happened to me a year ago." she said. Gwen's eyes widened once more.

"Penny... what is happening to me?" she asked weakly.

Penny looked around. "I think it's better if we have this conversation in private." she said. "When do you have time to talk?"

"Uh – now." The blonde answered. "It's free study for me."

Same as her, then. That was good. Penny had a feeling the following conversation would be long. "Let's go somewhere private." she told Gwen. She then turned to Ned. "Do you mind if..."

"No, I get it. Don't worry." he said, reassuring her. She was going to ask him if he was okay working alone.

"Thank you." she said. "Now, Gwen, come on."

Penny led Gwen toward the gymnasium, knowing for a fact there were no classes taking place there today. After making sure Coach Wilson was not inside, the girls entered and Penny closed the doors.

"So..." Gwen began. "You said you were also bitten?"

"I was. And, it changed my life." she said, sitting down on one of the benches. Gwen sat next to her. "I will tell you what I happened to me after I got the bite. But first, can you tell me exactly what happened at the science exhibit? From the moment you first encountered the spiders to when you left?"

Gwen nodded. "Well, I suppose it all began when we arrived there. The tour took place alongside students from... Visions something."

"Brooklyn Visions Academy?"

"Yes! Exactly!" she said, snapping her fingers.

"Yeah, I remember that part. It was also Brooklyn Visions for us." she said. She remembered how a student from each school was paired with a student from another school – and how they would have to take a small quiz together at the end of the day to see how much they learned from the visit. "Who was your partner? The girl I was paired with wasn't very nice."

"Oh, the guy I got stuck with was nice." she said with a small smile. "His name is Miles."

THE PREVIOUS DAY

Despite her excitement, Gwen was one of the last from her class to walk off the bus. She took in the sight of the building in front of her. While not very tall, it looked impressive and even imposing. Over the entrance was a large banner that read "2017 SCIENCE EXHIBIT OF NEW YORK".

"Come forward, students!" came Mr. Harrington's voice from the front of the pack. As the science teacher, he was the one who accompanied the students to the exhibit. "Remember what I told you before we left school – James! Stop messing around and listen!" he suddenly said, looking at one student. The student – an arrogant boy Gwen had come to dislike – turned to look at the professor with a sheepish face. "Good. Now, when we'll enter, we will all be given a visitor's badge. You must wear this badge at all time or there will be consequences – one of which is being kicked-out of the exhibit.

"Second, you will all be paired with a student from Brooklyn Visions Academy. You will spend the tour together and share your personal observations on what we get to see. At the end of the tour, you will take a test with your partner so we can grade you on how much you learned. Is it understood?"

"Yes, Mr. Harrington." answered the class.

"Good!" he said, clapping his hands. "Let's go inside, then! Oh, and don't forget that the usual rules apply. No wandering off from the group, no touching anything, no causing disturbances, you know the rest."

The students followed Mr. Harrington inside the building. In the lobby, Gwen's class met the class from Brooklyn Visions. Mr. Harrington and Mr. Richardson – the teacher of the other school – exchanged warm greetings, suggesting they knew each other. After spending a few minutes to introduce their fellow teacher to their students, the two professors took out a list and began pairing students together.

Gwen zoned-out while waiting for her name to be called. Unlike many other in her class, she was not made anxious by the idea of being paired with a stranger. For her, it did not make a difference as her classmates were also strangers. She only joined Midtown School a month ago – not nearly enough time to join in on long existing and solid groups of friends. It was funny that the person who she believed was most likely to become her first friend at Midtown wasn't even in her year.

Gwen was taken out of her thoughts when she heard her name. "Gwendolyn Stacy from Midtown School will be paired with..." began Mr. Harrington.

"With Miles Morales." completed Mr. Richardson. "Miss Stacy and Mr. Morales, together, please."

Miles Morales was the one to come to her. He was a dark skinned boy her age with short, brown hair and eyes the colour of coffee.

"Hi, I'm Miles." he said, extending his arm. "You're Gwendolyn, right?"

She shook his hand. "Just call me Gwen." she said.

"Gwen... gotcha." he said.

Gwen found the beginning of the day to be very interesting. The day was separated into visit to six booths – all of them the size of small rooms.

The first booth they visited was broaching the subject of renewable and sustainable energy and was hosted by scientists from Stark Industries. With them was a miniature Arc Reactor like Iron Man wore in his armour, which awed Gwen. The Stark scientists talked about various environment friendly methods of gathering energy, such as solar panels, wind turbines and water dams. They finished by talking about the Arc Reactor, the history behind it and how it generate its power from a still rather unknown energy scattered everywhere across the known universe.

The second booth of the day was on the exploration of the planet Mars and held by engineers straight from the Jet Propulsion Laboratory, NASA's finest research centre in California. For the following hour, the engineers spoke in great detail about their ongoing work on the next rover to be sent to the planet Mars. The knowledge shared about the next Mars rover seemed to interest Miles more than it did Gwen.

The third and last booth they visited before lunchtime was held by a small and relatively new science company named Oscorp and was about the subject of genetic engineering.

"Ever since the foundation of Oscorp Industries ten years ago by founder Norman Osborn, an entire division has been hardworking in the field of genetic engineering." spoke the lead scientist, an aged woman who looked very comfortable in her lab coat. "For the first seven years, our division worked on modifying the DNA of agricultural crops such as wheat and tomatoes to make it more resistant to cold and insects or, in the case of tomatoes, improve the taste and colour.

"Recently – three years ago as a matter of fact, we began looking into using what we learned in our work on crops to change the DNA of a non-plant living organism." The scientist then led the students to a large glass spherical vivarium. Inside was around ten large and colourful spiders. "As you can see, we are currently experimenting on spiders. The colours on the back of the spiders are all a result of genetic engineering. Each colour has a meaning and is used as a way to track which spider is which – as all are of the same base species but have received different modifications to their DNAs."

While most of the group took a step forward to observe the spiders, Gwen took a step back. "Are you okay?" asked Miles, concerned. He noticed her strange behaviour.

"Oh – yes." she answered, looking away from the vivarium. "It's just... I have arachnophobia." she admitted. A look of understanding crossed her partner's face.

"I get it." he said. "Don't worry. We don't have to approach them if you don't want to. I'm not the biggest fan of spiders myself."

"Thanks." she said with a small smile.

At the front of the group, a boy took a look inside the vivarium and asked "Madam? How many spiders are there inside?"

"We have twelve of our genetically engineered spiders here on display today." answered the scientist.

The student frowned. "But... there's only ten inside." he said slowly. It was now the scientist's turn to frown. She made her way to the vivarium and looked inside. "Strange." she said. Then, she shrugged. "I suppose someone made a mistake and only brought ten by accident."

"I hope she's right." Miles muttered to Gwen. "Imagine if two spiders escaped and were roaming around freely." Gwen shivered before sending Miles a glare.

"Don't say shit like that." she hissed. Miles raised his hands in surrender.

To avoid spending time with the spiders, Gwen and Miles began looking around. They did not stray from their group but stayed far enough for Gwen not to see the spiders. As they were looking at an interesting-looking machine on one of the table, Gwen suddenly heard Miles whisper "What the hell?"

"What?" she repeated, turning to look in his direction. She noticed his eyes were staring at his left hand – which was laying down on the table – and followed his gaze. She instinctively jumped back when she saw what alerted Miles. "Shit!" she hissed.

On his hand was a large, red spider.

"Oh my god, that's disgusting!" she gasped. "Flick it away!" she immediately ordered.

"Alright! Jeez..." he said, sounding amused.

Unfortunately, it seemed like the spider had a different idea. Just as Miles made to flick it away, the spider pounced and bit him. Miles let out a small gasp of pain as Gwen cursed. Miles shook his hand and the spider fell off on the ground. Gwen immediately stomped on it, killing it.

"Wait, are you telling me this Miles guy also got bit?!" Penny exclaimed. Gwen nodded, making the older girl sigh. The thought that someone she knew nothing about was out there with the same powers as her made her uneasy. "Continue, please." she asked, taking note to find out about Miles and contact him later.

"Are you sure you should have killed it? It must have been an expensive spider." he said, looking at the squished red spider.

"Who care about that?!" she exclaimed. "It just bit you!"

"Yeah, I know, trust me." said Miles, rubbing his hand with a small wince, something she noticed immediately.

"Are you okay?" Gwen asked, concerned.

Miles turned to look at her. "Yeah, I should be-" He stopped to make a double take, his eyes wide, staring at her. Gwen began feeling uncomfortable. "Miles...?"

His next words sent her into panic. "Don't freak out, but there is a spider on your neck."

"What!?" she exclaimed, her whole body tensing. "What do you mean there's a spider on my neck?"

"Well, it's purple and has long, hairy legs-"

"I don't care how it look like! Get it off me!" she almost shrieked. Now that he pointed it out, Gwen could feel it's tiny legs walk on her neck. The sensation was horrible and made her shiver. How had it even ended-up there without her noticing?

Gwen would later wonder if these genetically engineered spiders could somehow predict when they would come to harm like they possessed some sort of sixth sense because the moment Gwen suggested it, the spider on her neck decided to do the same as her red counterpart and bit her. Pain immediately flared on her neck as she let out a gasp of pain of her own. "Get it off!" she repeated. Miles did not need to be told what to do a third time as he immediately flicked the spider off. This time, it was Miles' time to stomp on the spider, something he did the moment it landed on the ground, killing it instantly.

"Oh my god... the spider bit me!" she gasped as she began trembling. "I was bit by a spider..."

"Gwen, calm down!" said Miles quietly. "Nothing wrong is going to happen. It's just a spider..."

"A fucking spider bit me!" she hissed, not understanding how Miles failed to grasp the horror that had just befell them. "A. Spider! These disgusting fucking things bit us! And you're fine with it!?"

Before Miles could say something back, he was interrupted by Mr. Harrington. "Miss Stacy! Mr. Morales! Please concentrate on the lecture." came the reproachful voice of the professor. Both teenagers winced and turned to look at him, noticing that most of the group was looking at them.

"Sorry, professor." they said at the same time. Mr. Harrington gave them a last look before turning back to the scientist.

Gwen felt on edge for the rest of the visit. Miles kept trying to reassure her the whole time, telling her that nothing wrong would happen because of the spiders. But, she didn't entirely believe him. Of course, intellectually, she knew it was unlikely that the bites would end up affecting them in any way, but her cursedarachnophobia kept prompting her mind to create various horrifying scenarios. From realistic ones like her being sick to utterly fictional ones like growing four more limbs and turning into a spider.

Despite the wild fantasies forming in her mind, Gwen slowly began believing Miles when he told her everything would be fine. When she still felt very normal by the end of the visit and the return to Midtown, Gwen fully believed him.

Then, the day ended and she returned home.

It was during the car trip back home that Gwen realized something was seriously wrong. She felt lightheaded – her heart was beating widely and she felt tempted to throw up at the slightest motion of the car. Noticing that, her father made sure to drive more carefully and, by the time they arrived home, forced her to go lay down in bed and rest. Gwen did not fight him on this one, feeling like a walking corpse.

As she made her way to her bedroom, Gwen began fearing this was it – that she was going to die right then and there. Her throat was dry and tears were leaking out of her eyes by their own accord. Her skin itched badly and her muscles were so tense it was like she had spent the whole day working out.

By the time she reached her bedroom, she was so exhausted she fell in her bed face first and immediately fell asleep. She slept the whole night off.

"And when I woke up the next morning, I felt... great."

"Better than you've ever felt before." said Penny knowingly.

Gwen nodded. "Yes, but things have been strange. I accidentally crushed my alarm clock like it was made of paper. When I went to brush my teeth, I squeezed the toothpaste tub by accident, sending it flying everywhere on the mirror. When I left to school, I was so distracted that I did not check both ways before crossing a street and would have gotten hit by a car if I didn't suddenly feel the urge to jump backward. In class, I heard other students whisper to each other and could understand them like they were whispering to me. When I walked in the hallways, I saw small flies flying a few dozen feet away. And, pieces of paper and other light object stick to my fingers like they are covered in glue." She then looked at Penny, looking like she was going to cry. "You said you got bitten too. Please tell me what's going on because I don't understand!"

Penny put an arm around Gwen's shoulder, feeling sympathy for the younger girl. "I know it's confusing and the truth is that your body is changing. I know how that feel." She stopped for a brief moment, realizing what she'd just said. "Gosh, I sound like Captain America." she grimaced, making the younger girl snort. "What I'm trying to say is what's happening will look scary. The truth is that by biting you, the spider transferred some of its abilities to you. You're stronger because you have the proportional strength of a spider. Things stick to your skin because – like spiders – you adhere to objects. In fact, that ability is so powerful that you can climb up walls as easily as you walk on the ground. You can hear and see things you usually wouldn't notice because your senses are dialed-up to eleven. All these things happened to me as well ten months ago, so I understand how you feel."

"How did you react when you first found out?" Gwen asked. "You seem to be handling it so well."

"At first? I wasn't." she admitted truthfully. "I was scared I was becoming some sort of freak so, for the longest time, I tried to pretend nothing was wrong, that nothing was different. Key word is 'tried' because no matter how well I could hide it from others, I could not hide the changes from myself. It took me two months and the death of my uncle for me to fully acknowledge that these new abilities were part of me. However, that's not something you should have to go through. I didn't have anyone to help me back then. It's not the same for you. You have me – if you are willing to let me help you."

"Do you ever get used to this?"

"Eventually." Penny answered. "I learned to control my strength to the point where it's as instinctive as it was before I got my powers. I also learned how to tune out most of the information my brain receive to avoid getting a sensory overload or headaches. Things like that. It will take time but yes, you will get used to it."

Gwen looking down at the ground, staying silent for a few minutes as she thought about what she learned. Eventually, she turned to stare in Penny's brown eyes and asked "Can you teach me how to handle these powers?"

"I did just suggest I could help you, didn't I?" she said with a smile.

"Thank you, Penny."

"Anything for a friend." she said. Gwen smiled at being called a friend. "Well, since we have time, I can start teaching you now."

"Sure." Gwen said.

The two girls raised on their feet. "I'm going to teach you the secret of learning how to handle your powers now. It took me time to figure out how, but I eventually did when I stopped pretending nothing was different."

"What is it?"

"Ironically enough, the best way to learn how to hide your powers is by using them."

"Really?" the blonde asked. The brunette nodded.

"You already know how to live without powers. By learning how to use them to the full extent of your abilities, you will learn better how to control how 'strong' they are." she said. "Let's start with the ability that will make the most eyes turn in your direction: your ability to adhere to things."

"But, we don't have any object with us."

"True, but remember what I told you earlier. The ability is powerful enough to allow you to crawl up walls! Look at me for instance." she said before she ran in direction of the wall. She did not stop when she reached it, instead jumping on it. Once she was stuck a meter up the ground and not falling, she turned to Gwen, who was gaping. "Sticking to walls – as you can see."

"You're Spider-Woman!" Gwen blurted. Penny blinked confusingly.

"Oh yeah." she said, rubbing the back of her head sheepishly. "I forgot about that – even thought it's kind of obvious."

"It is. It just didn't hit me until now." she said. Then, she asked "You're not going to tell me to fight people, are you?"

"Of course not!" Penny exclaimed. "I'm not going to force you to do anything. If you want to continue living your life as it is instead of putting a Spider-Woman mask like I do, then it's perfectly alright! You do you, Gwen."

"Thanks." the blonde said, looking relieved. "I'm not saying what you're doing is a bad thing – don't get me wrong – I just don't know if it's something I want to do."

"There's nothing wrong with that." Penny said. "Don't feel bad because you chose differently. Now, come up here and follow me."

For the next hour, Penny showed Gwen the abilities she had and taught her how to do the same. Gwen had no problem doing like she did. The only hiccup she had was when Penny taught her how to crawl up walls. Gwen was afraid she could loose concentration and fall down to the ground. Penny had to reassure her that it wouldn't happen – that if anything, being anxious or nervous would actually help her as her body needed to be relaxed to release its hold on something. Gwen got it in the end, causing both girls to start running after one another on the walls in a small game of tag.

When the bell rang to signify the end of the second period, it also signalled the end of their fun. Before they exited the gym to head to the cafeteria, Penny came to a sudden, split-second decision.

"Gwen, before you go, take this." she said, removing one of her web shooters from her wrist and handing it to her.

"Is that what I think it is?" Gwen asked, her eyes wide. Penny nodded.

"I want you to have it – not as an incentive to go fight crime, but to keep you safe. Don't worry, I have a few spare ones at home."

Gwen looked at it and gave a small nod. "Thank you." she said, sounding a bit awed.

"You're welcome." she said. "Now, I don't know about you but I'm starving. That's something else you'll have to watch out. Us spiders have enhanced metabolisms, which mean we have to eat more than the average person..."

"Hey, Ned?" said Penny as she put on her costume. School had ended three hours before and Penny (after attending her daily detention) went back home to eat dinner with May before preparing herself for patrol. "Can you track someone for me?" she asked, she and her best friend already being on call.

"Who do you want to find?" Ned asked.

"Someone named Miles Morales. He's a year younger than us and attend Brooklyn Visions Academy."

"Do you have an idea of how he look like?"

"Dark skin, brown eyes and short hair. I don't know much – sorry. I'm just repeating the little Gwen told me."

"Okay, I'll start looking for him. "Why do you want to speak to him, though?"

"Because Gwen wasn't the only one who was bitten by a spider. Miles Morales also was. And, I need to speak to him."