A/N: Sorry for the long wait. Now Penny will start open a new side of her she didn't knew. Also there is one surprise appearance of an Avenger.

Hope the wait was worth it.


Chapter 3: Shopping

The run to the mall was very fast for Penny's taste. Despite being stronger and having higher endurance than MJ's, Parker couldn't fight against redhead's enthusiasm. Even her it's too much.

She then decides to call her best friend. "MJ, wait! I can't run much longer! Let's just stop!"

"Ok, you right", she agreed while breathing hard. It looks like her stamina is empty. "I don't think I can run further."

"Either as I am", Parker lied while panting. She could run 5 miles without problems, but MJ doesn't need to know about that. "You have a strong grip and fast legs."

"Sorry about that", redhead apologized for her attitude. "I just always wanted to go shopping with my BFF. And when I finally heard that you decided to change your wardrobe, I was ecstatic."

"Thanks to know that my clothes made you so energetic", brunet said with a mocking sarcasm.

"Actually, Penny there is something that I wanted to ask", MJ started slowly.

"Ok, shoot me", Penny answered in curiosity.

"Why did you decide to go shopping?" Watson asked, completely catching the heroine out of guard. "I mean I am truly happy that you decided to change your style and invite me. However, you didn't care about your appearance for almost 8 years. Why is there so sudden a change?"

That put Penny in a difficult situation. She didn't know how her best female friend would react to her reason to buy some clothes, only to show off to some boy. But MJ and her are best friends from childhood. She probably would understand it.

"You see, in the morning I heard how guys talk about me", she started slowly.

"And what exactly did they say?" MJ asked with a menacing glare while cracking her knuckles. "Did they do something so hurtful that they needed a beat down?"

"Don't worry it's no so big trouble", Parker reassured her friend. Despite S.H.I.E.L.D. 's training no one can prepare them for a calamity as Mary Jane Watson. "But then Avan told me that I am not pretty and can't act like a girl."

"Well, he was wrong. You are the greatest girl I ever met", she answered with a frown. "There are some girls who don't like to show themselves. It's not a crime."

"Thanks", Penny said with a smile before frowning. "I just don't understand what's wrong with me. I mean in the past I was constantly bullied by some jocks and cheerleaders. They were always pushing me around and calling names. I got used to insults. When Avan said those words they were hurting me. And I don't know why it's so hurt? What is the difference?"

"Oh, poor naive Penny", MJ thought with a smile. She knows Penny all her life and she has a good guess about her problem. "Well they are boys. Who could understand them?"

"Tell me about it", commented Parker with a light laugh. "I know physics and chemistry better than our teachers at school at age 13. And I get riled up about some stupid boy's thoughts. What's wrong with me?"

"How is someone so genius like Penny can be as dense as rock?" redhead thought in bewilderment. Despite brunette's vast knowledge about almost any science in existence, she is pretty ignorant about some things such as romance, dating, love and feelings. And it looks like Penny finally found herself a guy. "It's a pity that this guy is not Harry. The poor boy lost his dad and now his crush. But this is Penny's choice and he must respect it." "Well here is a mall."

Parker only now noticed that while they were talking, they already reached one of the main malls of New-York City. Their destination.

"Well here comes nothing", commented Penny before entering inside.


The inside of the mall is much bigger than outside. In that place we have 100 of shops, arcades, supermarkets, fast food joints, entertainment places, beauty salons, etc.

"Wow, didn't knew that this place is so big", lied Penny in mocking astonishment. Of course, she knew about it, she fought many battles here.

"It's a good thing that we have 3-4 hours left before the classes start," commented MJ, looking around, already checking the shops they need to visit. "We have a big amount of time to visit every shop."

"Why are you so pumped out about it?" asked Parker in confusion. "We only need a couple of shirts and jeans. Maybe also some shoes."

"Oh no no no no, Penny", said Watson quickly. She then grabs her by her shoulders and gives her best friend a biggest smile. "If we need to show Avan that Penny Parker can be beautiful than we need more than some clothes. We need to give you a complete makeover!"

The expression on MJ's face was so terrified that it scared Penny a lot. And she is fighting pretty ugly and dangerous villains such as Venom, Dr. Octopus, The Goblin or Dr. Doom. But no one can compare to the devious mind of Mary Jane Watson.

"I would prefer more likely to fight Dr. Doom or Galactus right now!" she thought in fright.

She knows that she is screwed right now.


The first stop was to buy new shirts. They were started from casual to tight ones.

Right now, they chose a casual brown shirt with long sleeves. It looks plain but it still looks beautiful on her.

"See I told you will be looking perfect in that shirt", said MJ very pleased with her decision. She then gives Penny her next choice, which is a small white tight tank-top with a big cleavage window. This clothing made a bombshell of a nerd blush. "Now let's try this one."

"Hey how about we choose that one with a Spider-Woman face", she quickly answered trying to change the subject. All this situation and strange involvement made her uncomfortable. She can't know how to act in the clothes shops.

"We can't", simply answered Watson in embarrassment. She then takes off her jacket to show her friend the green shirt with a Spider-Woman mask inside the heart on the chest. "I am her biggest fan. Can't resist it."

"Oh, what I would do without you, my greatest fan?" Parker thought in happiness knowing that despite Jameson there are some people who believe in her.

She didn't even notice that she already put on the tank top. Like it was expected it was tight for her, especially in the chest area. The hole is showing a big amount of her breast.

MJ was gawking at the results. She didn't expect her best friend to be very gifted in the chest area. She then looks at her own breast. They are not so big but not so small either. She has an average C-cup and she is proud of it.

They then pay off for the shirts and go to the next one.


The next stop is jeans and skirts.

After some walking they found a pair of skin tight black jeans and light brown shorts. MJ was surprised again; the jeans were hugging Penny's shape hips and ample butt. Watson can't understand where her best friend who was before her short flat girl became a model bombshell in 2 years. More importantly: how did she hide it? Maybe she has a good gene?

"Wow, these jeans look awesome on you", she commented to very uncomfortable and flustering Penny.

"Thanks", thanked Parker. She could barely move in these jeans. And she was afraid that jeans made her buttocks too flappy. She also afraid that they would tear apart if she just sat.

MJ then gives Penny a black mini-skirt that would cover her middle thighs, "Now let's try this! It will show your long legs!"

Knowing that arguing with redhead is impossible, brunet strips off her tight jeans with much difficulty. She then puts on the skirt, which shows her legs if she decided to kneel that it will expose her ass to a public.

However, the MJ's attention was on Penny's legs, more especially her hairy legs. "Eu!" she screamed in disgust. "Penny, when was the last time you shaved your legs? It looks like cockroach legs!"

"More like spider legs", she thought with an imaginary smirk. She then looks down and sees that her friend is right. It really looks disgusting "I don't know. I always wore my baggy jeans and didn't even notice it. You are right, it's disgusting."

"I am glad that you see that", said Watson. "Now we know our next stop before perfumery. To the beauty salon."

For some reasons Penny thought that next her stop would be more dreadful than others.


Despite her fears, the trip to perfumery and salon is not so bad. The stop at the former was too fast. They just pick some things such as make-up kits and red lipstick, which our heroine chose herself. MJ then shows Penny how to use that kit, so she can do it herself. Parker would need a lot of practice.

Right now, both women are relaxing at the salon. Their bodies are very relaxed. Their face has a cucumber mask. Their hair is washing over the special's sinks. Their legs and hands massaging while workers are painted their nails. Penny never felt so pleasured before. After her fighting against villains she really deserves a good procedure.

"You know, it's a really good place", commented Penny with a bliss. "Maybe I should visit this place more often?"

"You definitely should", answered MJ while dreading the moment of truth. Seeing as a worker brings a bucket of wax, she decides to tell Penny about painful sensations that she will feel. "Penny, remember why we got here in the first place?"

"Yeah, you wanted my legs to be shaved", Penny answered while looking at the worker who starts to put on her some binds. "It looks like they are getting started."

"I actually want to alert you", redhead started carefully. She didn't know what the brunet reaction would be after they were done. She felt the results on herself and they were painful indeed. "It's just this procedure is very painful. It would hurt a lot."

"Don't worry MJ, I know what pain feels like", said Parker with a light shrug. After fighting dangerous super-villain as Spider-Woman for two years, in addition with hell training at S.H.I.E.L.D., her tolerance for pain became stronger. Some procedures can't really hurt her as much as her enemies.

"You sure? The first time is always hurt", Watson asked in disbelief at her friend's calm attitude. "But if you are so sure then let's get started."

She then signals to the worker to do it. But Penny sits calm without any worry, thinking that there wouldn't be any pain in the procedure.

How wrong she was.

The second rips happened, Penny thought that time stopped. And she felt the agony and pain she never experienced before. It was like someone was trying to take off her entire skin. She didn't understand how either woman could endure this thing.

"Penny are you alive?" asked MJ in alarm.

"Peachy", she answered weakly in sarcasm. "Please tell me that this all"

"Well…", started Mary Jane in worry.

"What else?" the heroine asked in dread. "I don't have more legs. And armpits, I can shave them by myself."

"It's not that Penny", she started carefully. "It's just if you agreed to one more procedure than we will get a big discount. I would do it myself but I did it two days ago."

"What I need to shave now, my head?" Penny asked in sarcasm. However, MJ only looks down, confusing her. Seeing the trails of her eyes, Penny understood what MJ meant. Her womanhood. " .NO! I would gladly shave my head instead! I will not survive it!"

"Penny I am sorry but there are no refunds. They are ready", said Watson sheepishly and guilty.

"How much is a discount?" asked Penny, giving up the idea to escape.

"30%", answered MJ. Thinking that cheap price could win her over. And it did.

"Please hold my hand", said Parker with a weak voice. And her fan did it. And both of them prepares for future agony and torture.

After 5 minutes, Penny surprised herself by not fainting from endless pain.

She would never visit this salon ever.


After the torture ended, both of teens entered the shoe shop. They quickly chose some sneakers and one pair of red hills. Penny could barely stand on them. It was almost impossible to stand still or control the balance. She didn't know if it was because of shoes or because her lower body still feels sore from her procedure. One thing for sure, Penny wants to go home.

"MJ, I am tired. Can we come home?" whined Penny in despair. She can't hold it anymore.

"Don't be a little kid. We are almost done. What's wrong?" MJ asked nonchalantly like she didn't do anything wrong to her best friend.

"Well, we go around the mall trying on very tight clothes, which makes me uncomfortable", started Penny trying not to start a scene. "Then you push me to the salon and, without my permission I must add, send me to shave my legs and my bikini zone. In addition, I am carrying all of this bags by myself. I'm kinda tired. Now I know how boys feel when they go shopping with their girlfriends."

"Okay, Penny you got a point", MJ admitted. "It's just we didn't have enough time to hang around like in the past. And It's looks like I got carried away. Sorry Penny."

"I see", commented Parker finally seeing the reason behind MJ's enthusiasm. She just wanted to hang out with her best friend, who always leaves her around because of the sudden attacks. She owns MJ many things. "Sorry for screaming at you. Let's just visit the next shop and then we will go to school."

"Don't worry. We need only one shop left and then we are free to go", reassured her best friend coming to the last stop.

For some reasons, Penny thought that this shop she would remember forever.


When MJ said that they needed to visit the last ship, Penny didn't expect that they would enter that shop.

"MJ when you put me in a small shirt with a big window I didn't complain", began Penny with a blushing face. "When you insist that I must wear skin tight jeans I didn't complain. When you take me to a salon where they wash my head and paint my nails I don't complain. I didn't complain when you epilate my legs and when you decided to make me a bikini zone and it hurts a lot. But is this shop really necessary?"

"I don't see what's wrong", she answered with a shrug looking at the shop.

It is a lingerie shop. The label of the shop is 'Victoria's Secret'. The most popular and famous brand of the beautiful and sexy lingerie sets. Display of some sets made Penny blush from embarrassment. She can't believe that MJ wants her to wear something revealing.

"I mean I want to show Avan that I can be beautiful. I don't wanna have sex with him", explained her point Penny.

"Penny, it's important for any woman to have such a set", explained MJ. "For bras you have only sport bras and they are not enough. Lingerie can make you feel confident. And who knows maybe he jumps at you the second he sees her in different clothes."

"Can we at least enter a different one?" she asked her red-head friend. If she can't talk her friend out of it, maybe she can persuade her to change the shop at least.

"We could. But with your size the only place this can have something for them", said MJ her last argument.

And she is kinda right. Victoria's Secrets specialize on many different girls. Including big breasted ones.

Seeing that her friend is impossible to persuade, Penny slowly comes to her new torture room.


After 15 minutes Penny was left alone with some lingerie sets MJ and a worker left for her. And she didn't expect to find them so revealing.

The first one is white filly one made from silk. It could only support her mounds but couldn't fully cover her nipples. And the panty set didn't cover so much.

The second one is a semi-transparent black lacy one with a clip on the front. The panties are sold with a garter belt and leggings.

The third one is a small purple lace push-up bra which made her beautiful boobs float. Her panties are actually a thong which reveals her buttocks. That set made her almost too faint.

The last one is a big red with black spider web lace push-up bra which made her breasts stand out. Her panties are a semi-transparent thong that was showing her ass. In the set there is also a lacy garter belt and stockings.

So far, she didn't even touch any of the sets. But she was looking at the last one. Despite being the most revealing one, it made her slightly to feel slightly comfortable. Maybe because the cover looks like her Spider-Woman costume.

Before she could gather her courage, MJ suddenly enters the changing room startling her.

"Hey, how are you?" she asked with an eager smile. She then discarded underwear and frowned at Penny. "Hey, why are you naked? You should at least try something. It looks like you don't even touch anything."

"These sets are too revealing for me. Can you give me something modest?" answered Penny with blushing cheeks, before noticing something in her friend's hands. "What you have in here?"

"Oh, this? Remember the time you borrowed my swimsuit because you and boys decided to fly to the beach?" she started frowning still sore about the subject. "You bring it back torn and stretched. I then threw it out. I decided to bring you your own one. What exactly happened back there?"

"There was some kid who wanted to play", Penny half-lied sheepishly. It was true. There was some kid who wanted to play, and while they 'played' MJ's swimsuit was almost torn to pieces. She borrowed it because all of hers were too small. MJ's was small either but it covers some places. "He accidently takes my top away and runs around the beach. After the run stitches and holes appeared. What can I say? Boys."

"It's true", MJ agreed before her eyes started to look around her BFF's voluptuous body. She then remembers her question she wanted to ask Penny after trying new shirts. "You know I wanted to ask you before how you stretched my bikini. Because it looked like you put watermelons in there. But now I see the answer now. And now get a second question."

"And this question is?" Penny asked in worry. One of the things she was afraid about MJ was that one day she would deduce her alter-ego identity.

"How do you get this body?" Watson finally asked shocking Parker, who didn't expect that question. "I mean I remember two years ago you had A-cup size but now, if the bras are correct, you have a DD-cup size. The clerk at the desk looks at you in jealousy. How is it possible that you gained the body of a super model in two years? What's happened to you?"

At that moment Penny's imagination decided to activate itself.


We see a chibi Penny, without her curves, in the crowd. Everybody not notices her and goes away missing her completely.

Then the little radioactive spider came to her and bit her.

Then her body starts to change. Her breasts become non-existent from two balloons. Her ass expands to become big and ample. Her legs become long. In total she became a hot model.

The second her transformation ended, the people started to circle around her and take photos of her. Then they give her a big ribbon with words: 'Miss New York'. Penny then smiles and waves like a famous celebrity.

"The best way to acquire an awesome body is to let a radioactive spider bite you", said the chibi-spider who just appeared. "But I will not recommend doing that. It would earn you many problems such as super-villains, unwanted attention, and a government who wants to tear you apart for study. Also, the transformation is very painful."


Snapping out from her dream, Penny quickly thinks of a lie to fool MJ.

"Puberty or genes, maybe?" Penny lied. "I mean aunt May told me that my mother was a very beautiful and voluptuous woman. I think that genetics finally starts to pay off."

"Ok, I see now", said MJ completely believing the tale. "But why didn't you try to show off some goods in the school? I think people would treat you differently."

"I didn't do it because I didn't want to have fake friends who would love me because of that", she answered gesturing to her body. "You, Harry and boys are pretty much enough for me."

"It's so sweet from you Penny", beamed Watson before frowning. "But we need to know how this set would look on you. So please choose one. And take your bikini with you."

She then takes a bikini and looks closer. It looks the same as MJ's one. It's a string bikini, with two triangles on top and small panties. What took her attention was the white tiger print. It would make Avan's jaw drop.

After gathering her courage, Penny tries on all the sets. So far, the results were the same ones she expected. The white one is showing off her nipples. The black one is making everything see-through. The violet one is making her ass feel too cold.

She then decides to wear the last one. After clipping the bra and checking the stockings and garter belt are sitting good, she looks in the mirror and surprises herself. On the mirror she sees a bombshell with long legs which are covered in stockings then wide hips and heart-shaped ass in the red thong and black garter belt. And finished at the huge breasts in red with a black spider web push-up bra making her mounds to look bigger than they are.

Penny could only blink and gap in shock. She can't believe that the woman in the mirror is her. It looks like MJ is right. Penny Parker is hot. And that the sexual set can really make a woman confident. She starts to feel herself more confident and sexier about her body and then poses on the mirror.

"Wow, can't believe that this is me. Looks like the clothes can really change perspective about a person", she thought before spinning around checking out her ass in the thong. She then gives her but a smack. She is damn hot. "Oh yeah I have a sexy body. Avan will be begging on his hot ass only to look at this goddess of lust."

Then her brain made a stop. What did she just think about?

"What the hell? Why was I thinking about it?!" she thought in panic. "That's not me! I would never make a person to crave on me! And Avan doesn't have a sexy ass! Despite how his White Tiger suit shows his ass, abs, chest, muscles… Wait, what?! Why do I have these thoughts?! Bad Penny, bad."

Fortunately, her thoughts are interrupted by MJ, who decided to enter the changing room.

"Hey are you finished?! Hello…" said MJ, completely surprised to see her best friend in sexy underwear. "Wow Lady, don't you see my best friend. She is a shy nerd girl, who is always complex about her body."

"She's here, just grown up", Penny joked in humor forgetting about her thoughts before. "I chose the set, now we can go home."

"See you at the register", said Watson before leaving the room. Leaving Penny alone to think about her sexual desires.

Where do they come from?


Before exiting the shop, MJ decided to make a circle around to make sure that didn't miss something, much to Penny's chagrin.

"We already bought all the sets you chose for me. We need to go to school and soon", whined Penny.

"Just one last round. I think we missed something. I found it", commented MJ finding a new set. It was looking the same as one Penny chose for herself. Except it is completely black with a red hourglass symbol. Penny understood everything. This set has the motif of the female member of The Avengers. Black Widow.

Before MJ could grab it, someone else decides to be a little faster. This person is a tall Caucasian 30-years old woman with flowing long red, just like MJ, hair reaching her mid-back, hazel colored eyes, ripped broad shoulders and long muscular yet shapely legs. She is considered very attractive and has a very voluptuous yet muscular body just like Penny except more voluptuous. At first glance she is an average woman but Penny knows better. She is a former agent of S.H.I.E.L.D. and the current member of the Avengers. Natasha Romanoff. Black Widow.

Penny was surprised to see her without her signature black skin tight suit. Instead she wears a long green coat, some khaki pants black sunglasses and a big hat. She really can have a good disguise. Such a thing for a super spy.

"Sorry I was first here", she apologized with good acting.

"Don't worry we will then go to school. Come on Penny!" MJ said before going away.

"Best friends", started Natasha with a true smile. "They can drive you nuts but without them life can be very lonely. Don't you agree, Spidey?"

"Tell me about that, Nat", agreed Parker before asking a question. "Now what are you doing here? Preparing for the infiltrate mission."

"No. Just getting ready for an anniversary with my man", Widow said while putting the chosen bra on her chest. It will really look sexy on her. Her answer surprised Penny, the famous Black Widow has a man. Who is this lucky guy? "Now what the sudden change of wardrobe?"

"Just a girl wants to show the guy how she can be hot. That tiger would regret anything he said about me", she answered with a smile of a predator. She already has some ideas how his reactions would be. Her smile however alerting Romanoff in not a good way. Parker noticed it and asked, "Is something wrong?"

"No, nothing. Just good luck with your objective", Natasha answered before leaving Penny alone.

Penny then decides to go after MJ to the school. Avan Ayala will have a surprise of his life that he will never forget.


When Natasha left the mall, she immediately contacted Coulson to talk about a new problem. The problem is Spider-Woman acting.

"Coulson it's me, Natasha", she started to call in her device. "I think there is some problem with one of your trainees Spider-Woman one. I met her right now. She is acting different. She is looking more like Alpha Woman. And her smile reminded me too much of my past. She should visit Conners so he can check on her."

"Also, can you get you Tiger Boy in check? I don't think that I would hold myself and not to kill him. And I wouldn't hold Steve anymore. You know how he reacting about raping women concept."

With these words she ended the call and went to the Avengers Tower already thinking about her night plans with her beloved.

Captain America will get a hot surprise tonight.


Didn't expect Black Widow to appear? You know in the Ultimate Spider-Man Peter have time with all main core Avenger, except one. I decided that it was unfair. That's why she is here.

And yes, i am Romanogers shipper.