Chapter 2: Penny's Dilemma.

Even after screaming and thrashing her own room, Penny Parker still couldn't calm down. She still is completely livid at what Avan said. Her Penny Parker is not pretty. As if. Half of the villains and crooks always drool at her when she is web-swinging. What he said in the kitchen not only hurt her superhero alter-ego but also her pride as a woman. All of her curves a very real.

"That despicable tiger! I am not pretty? I am?! My body are 100% Real!" she asked herself in disbelief. "I can't believe him! 3 days ago I finally saw what his problems and fears are and he shows me that in heart he is a good guy, and then he suddenly says mean things behind my back! I hate boys! Why are you so difficult!?"

It was true. When situation with Kraven happened she learned everything he kept inside him: instincts, fears, anger, revenge, loneliness, guilt. The same feelings she kept after the death of her Uncle Ben. That day she learned that they are not so different. He even started opened up to her. He starts to become more carefree and enjoys live. He no often criticizes his teammates on little mistakes. He even starts to smile more. However today she learned that he thinks of her as a lesser girl. She will show him.

"I will show you Avan that I can be pretty", she said with a determination. She knows that she is sexy. Because of the spider bite and crime fighting she has a voluptuous body to make any model jealous. Despite being known as a 'menace', many teenagers drool at Spider-Woman. She just need right clothes to show it. She then opens her wardrobe only to meet with a disappointment.

The only clothes she sees are big t-shirts, baggy pants, sneakers and big coats. Every piece of clothes is created to conceal her body. And now she remembered how her body changed after spider bite.


"Let us go back in the past. When I first awakened after spider-bite", said chibi spider.

After the painful night Penny Parker opens her eyes to start a new day still with a big headache. The first thing she noticed that she sees everything good without her glasses. Then alarm starts playing startling her, because of that she jumps on the ceiling and sticks to it. Everything is too scary for her. And she feels that her body changed.

"I waked up before my alarm still feeling a headache from yesterday", began chibi spidey. "Then I notices that I can sees better without my old glasses then I sticks to the ceiling. And that wasn't end of it."

Penny then looks in mirror only to gasp in shock. It's her reflection but it changed. She no longer looks like your typical nerd. Her short legs become legs of supermodel. Her little plump stomach became smooth silky skin with abs. Her short shoulder-length hair becomes long waist-length hair. Her former weak arms become stronger with little muscles. Her nonexistent ass become firmer and filled the area perfect. But the most noticeable thing was her breasts, which tear apart her shirt making a big window at her stomach and chest. Her former little A-cup bust becomes the huge jugs, probably the size of D-cup if not bigger. Penny could only to look at shock at the supermodel before her.

"Now you see it", commented chibi spider. "I saw that my former geek body becomes chic body. Long legs, longer hair, strong arms, lean stomach. But most importantly huge ass and boobs. It was difficult for me to get used to my powers and especially to my new body."

Penny could only gape at the mirror. She can't believe that it is her. Using her courage she asked reflection a question. "Who are you?"

She gasped in fear when the reflection repeated her actions.


She remembered the reason why she exactly wears only those clothes. She wanted to hide her powers and bodies so much so she started to wear herself like a boy. She couldn't just explain how a small nerdy Penny Parker becomes a sexy bombshell in one night. She didn't have a choice as conceal herself from unwanted attention.

After remembering her past she sits down and thinks what to do now. She doesn't have clothes, which would show her figure. She don't have money to buy new ones. She can't ask Aunt May for money for something as unnecessary as clothes. She can't have a job right now. Maybe if she didn't train at S.H.I.E.L.D. 24/7 than she would get herself a good job.

She then looks at her old photos and starts to think that maybe Avan is right and Penny Parker is not pretty. In past when normal girls wanted to have make-up kits, dresses and prince on white horse, she wanted to study science, chemistry and become a scientist herself. Boys, expensive clothes, parties never were interested to her. MJ and Gary didn't judge her for that and she like it.

She knows that her alter-ego is sexy; she learned it many times in her school. But that's only Spider-Woman who is strong, brave, beautiful and hot as hell. But she is Penelope Parker who is weak, meek, average and not sexy at all. Nobody wants her only Spider-Woman.

"Maybe Avan is right?" she asked herself in frown. "Maybe Penny Parker is not pretty?"

"I don't wanna hear you to say it again ever!" said strict voice behind Penny.

She turns around and sees her only family left. That puts a smile on her face. Aunt May is an old woman but is very young of nature. She has white and blue eyes; she wears red lipstick and has golden earrings. She wears a light green vest, white pants and sometimes wears a white apron while in the kitchen. She is Aunt May Parker. Aunt May despite her old age, is very young of nature and carefree. She has a daily schedule every day being at Monday night doing yoga, Tuesday is French cooking class, Thursday is bowling, and the rest of the days she is working.

"Hello Aunt May", said Penny sheepishly. "How much did you heard?""

"I heard to understand that my niece feels herself ugly", she answered with a frown. "And let me tell you something. You can't be ugly. You are the one of the most beautiful girls I ever seen. You kind, smart, generous person I knew. There is nothing wrong with you. If someone can't see it then it's their problem!"

Seeing how her aunt trying to lift up her spirit and confidence, made Penny to smile. Left it to Aunt May to help her through her problems.

"Thanks Aunt May. It really helps me", she said. "But I don't understand why I ever care about what Avan thinks about me. I mean didn't cared when people were insulting and teasing me because of my looks. And now a little comment from him made me so mad. I don't know what's wrong with me."

"I know. You just growing up, silly", answered May with a knowing smile. Despite the fact that Penny didn't notice her feelings towards Avan, May did notice it. Both of them like each others. These two teens need a little push. "You starts to become a mature beautiful woman. I and Ben were dreaded the day when you would start dated and going to the parties. What if you meet up with a wrong company?"

"You don't know the half of it", she thought recalling villains who wanted to kill her. "Never liked to be a party girl."

"You just need to dress up beautifully and Ivan would acknowledged that he was wrong about you", May continued. Penny's face then becomes sad again and May understood what the problem. "I understood. Money. Actually that's not a problem, I can…"

"No Aunt May!" interrupted Penny. "You don't need to spend money on me. Especially when we have four testosterone boys to feed."

"Yeah I know, Luke loves to eat", commented May with a smile. She then takes a card from her purse and gives it to her. "However you don't need to spend my money when you have yours."

"Where did you get it?" she asked in disbelief pointing at the card.

"From Phil", elder woman answered. "He told me that you and the boys was participating in many school activities. So all of you earn your salary."

When May said about 'school activities', Penny understood that these money she earned because of her work as Spider-Woman in the S.H.I.E.L.D. It looks like working at it is not so bad.

"Why I didn't receive this card from Principal Coulson?" asked Penny in confusion.

"He wanted to give it to you himself but he couldn't caught you", old woman answered. "And I can understand that you are always disappearing."

"Coulson wanted to give me a card full of money. Maybe he is not so bad as I thought?"


In her Imagination we see a parade which dedicated to Phil Coulson. Around him we see many chibi spiders who keep saying his name in happiness.


"However your salary is lower than boys", said her aunt with a frown. "He told me that you working worse than others."

"I take my words back. He is the worst."


In her imagination a horde of planes shoots at Coulson.


For Penny it's good news. She has now finally has money to buy herself new clothes. However despite everything there is one big flow to her plan.

"I don't understand anything about clothes", she admitted. She knows how to make an antidote from monster but she is stupid in fashion. "And I can't take you with me Aunt May. No offence."

"Not taken. You need to chose clothes with girls not with your aunt", May said while taking a familiar frame from her table. Penny knows which that photo belongs to. Her best friend Mary Jane 'MJ' Watson. That's great idea.

"That's good idea", Penelope said while dialing her friend. "Hello, MJ."

"Penny, it's 8:00 AM, right now", tired voice called from the phone. "We need to go to school at 1:00 PM. Why did you decide to call me so early?"

"Sorry MJ. I just decided to upload my wardrobe and wanted to ask if you can help me? Hello? Hello?" she asked before the connection broke out. She only hears 'beeps'. It means that she turns off her phone.

Suddenly a door opens up. And the woman who enters is a caucasian slender red-headed girl the same age as Penny with green eyes and red lipstick, she is several inches shorter than Penny. She wears a black leather jacket over a pink hoodie and a white t-shirt keeping them tucked into her medium blue colored jeans with which she wears a large brown belt. Every-now-and-then she wears a dark green hoodie, a dark grey t-shirt, and light blue colored jeans. Her name is Mary Jane 'MJ' Watson. She is Penny's best friend who would always help.

"MJ? How did you get here so fast?" Penelope asked in disbelief. "Do you have super speed now?"

"When I hear a word 'shopping' it gives me so much energy", MJ said with an enthusiasm. "I was waiting for a day when you would ask me for shopping. I am here to help. Now let's go!"

With these words both girls left the room to go to mall for shopping trip.

Aunt May knows that these trip will be remarkable for Penny.