Later in the car, Peni was in the backseat looking at her bot sadly while Peter was in the passenger's seat not amused.

Twilight Sparkle: (adjusts her glasses) You know, after since the OD are gone, I have done the best I could to raise you. Have I been perfect?

Later, at her home, which was a bakery...

Twilight Sparkle: No. Do I know anything about children? No. Should I have picked up a book on parenting? Probably! Where was I going with this? I had a point.

They enter the bakery.

Peni Parker: Sorry.

Peter B. Parker: We love you, Ms. Sparkle.

Twilight Sparkle: Well, I love you, too! I had to close up early because of 2 two felons. On beat poetry night. (eats a donut) Stress eating. Because of you. Come on, Oggy. (takes another bite) This is really good!

Oggy, a blue cat with gloves, yawns and gets up on his two feet. He then grabs a newspaper and walks to Twilight while whistling his theme. Later, in her room, Peni starts to tweak her bot a bit. Soon, Peter comes in.

Peter B. Parker: You better make this up to Ms. Sparkle before she eats everything in the cafe.

Peni Parker: For sure.

Peter B. Parker: And I hope you learned your lesson, genius.

Peni Parker: Absolutely.

Peter B. Parker: You're going bot fighting, aren't you?

Peni Parker: There's a fight across town. If I book, I can still make it and test out the new features I added to the bot.

She prepares to head out, only for Peter to grab her backpack she wears and pull her back.

Peter B. Parker: When are you gonna start doing something with that big brain of yours?

Peni Parker: What? Go to college like you? So people can tell me stuff I already know?

Peter B. Parker: Unbelievable. (sighs) What would your mom and dad say?

Peni Parker: I don't know. They're gone. They died when I was three, remember?

Peter B. Parker: Hey! At least Aunt May and Uncle Ben lets me take care of you.

Peni Parker: Really?

Peter B. Parker: I can't stop you from going, but I'm not going to let you go on your own.

Peni Parker: Sweet.

Later, they arrived at Slingshot Academy by the moto scooter.

Peni Parker: What are we doing at your nerd school? Bot-fight's that way!

Peter B. Parker: Gotta grab something.

As they get out, Peni leaves her backpack on the scooter. Later, they were walking down the halls.

Peni Parker: Is this gonna take long?

Peter B. Parker: Relax, you big baby. We'll be in and out. Anyway, you've never seen my lab.

Peni Parker: Oh, great, I get to see your nerd lab!

Chinese Girl: (passes by them on a bike) Heads up!

Peni Parker: Whoa!

The girl then stops riding and puts her bike up. Peni was in awe to see the lab full of inventors working on their own inventions and experiments. Peni then walks to the bike and inspects it.

Peni Parker: (inspects the disk-like wheels) Electro-mag suspension?

Just then, a Chinese girl with short black hair, a red shirt and some shorts appear near Peni. She was chewing her bubble gum.

Yi: Hey! Who are you?

Peni Parker: I'm…

Peter B. Parker: Yi, this is my adopted sister Peni.

Yi: Welcome to the nerd lab.

Peni Parker: Yeah. I've never seen electro-mag suspension on a bike before.

Yi: Zero resistance, faster bike. But, (takes off the wheel) not fast enough… (throws it away) …yet.

The two approach a half-man, half-robot character called Cyborg. He was working on something.

Cyborg: Do not move. Behind the line, please.

They stood behind a line.

Peter B. Parker: Hey, Cyborg. This is my adopted sister, Peni.

Cyborg: Hello, Peni. Prepare to be amazed. Catch.

He tosses an apple in the air and it was instantly sliced in a plasma line.

Peni Parker: Wow. Laser-induced plasma?

Cyborg: Oh, yeah. With a little magnetic confinement for ultra-precision.

Peni Parker: Wow. How do you find anything in this mess?

Cyborg: I have a system. There's a place for everything, and everything in its place.

Beast Boy: (snatches a wrench) Need this!

Cyborg: Beast Boy! You can't do that! This is anarchy! Society has rules!

Then, a tall, red-haired girl was rolling a huge black ball.

Tulip: Excuse me! Coming through! Peter! Oh, my gosh. You must be Peni! I've heard so much about you! (takes off her earphones) Perfect timing. Perfect timing.

Peni Parker: That's a whole lot of tungsten carbide.

Tulip: 400 pounds of it! Come here, come here, come here. You're going to love this. A dash of perchloric acid, a smidge of cobalt, a hint of hydrogen peroxide, super-heated to 500 Kelvin, and… Ta-da! It's pretty great, huh?

Peni Parker: It's so pink.

Tulip: Here's the best part.

She touches the ball and when it explodes, cut outside to see it explodes from the lab. No destruction, just that there's pink everywhere on her and the lab. Peni coughs but was in awe.

Peni Parker: Wow...

Tulip: I know, right? Chemical metal embrittlement.

Peter B. Parker: Not bad, Tulip.

Peni Parker: Yi? Tulip? Cyborg? Who comes up with those names anyway?

Lion Mascot: This guy right here!

The girl was scared by the lion.

Lion Mascot: Don't be alarmed. It is just a suit. This is not my real face and body. (takes off the helmet to reveal a guy with orange messy hair) Name's Jonathan. School mascot by day, but by night… I am also a school mascot. Took lessons by… (shows him a pic of him and Brent) This guy right here. (chuckles) He totally gets my flow for my part time job.

Peni Parker: So, what's your major?

Jonathan: No, no, no, I'm not a student. But I am a major science enthusiast. Monsters and sci-fi are my favorite things ever. I've been trying to get Tulip to develop a formula that can turn me into a fire-breathing lion werewolf at will. But she says that's "not science."

Tulip: It's really not.

Jonathan: Yeah, and I guess the shrink ray I asked Cyborg for isn't "science" either. Is it?

Cyborg: Nope.

Jonathan: Well, then, what about "invisible sandwich"?

Peter B. Parker: Peni.

Peni then sees Peter near his lab.

Jonathan: Imagine eating a sandwich, but everybody just thinks you're crazy.

Cyborg: Just stop.

Jonathan: Laser eyes?

Tulip: What?

Cyborg: Jonathan: Tingly fingers?

Never gonna happen.

Jonathan: Hey, what about a growth serum?

In Peter's lab, he then equip his web shooters from his desk as Peni enters it and looks around.

Peni Parker: So, what have you been working on...

Suddenly, Peter webs her mouth. Her eyes widen in shock. Peter smirks with his web shooter on.

Peter B. Parker: That... Is what I showed you.

Peni then pulls it off her mouth and groans in disgust.

Peni Parker: Really? Spider webs? Did you made them?

Peter B. Parker: It's my own recipe.

Peni Parker: You know I don't like Spiders, right?

Peter B. Parker: Cause I do. I just don't get why you don't like that? Spiders are cool.

Peni Parker: No they don't. They kill you with one bite and the venom would make you die in a few minutes.

Peter B. Parker: Not if it's a radioactive spider that gives you powers.

Peni Parker: Why would you think of that?

Peter B. Parker: Kid, I been to that back home. There's something about me that you haven't heard back home.

Peni Parker: About what?

Peter B. Parker: (sighs) I was bitten by a radioactive spider. And for the last twenty-two years in New York I was the one and only... "Spider-Man".

Peni's eyes widen in shock.

Peni Parker: You mean you were...

Peter webs her mouth again.

Peter B. Parker: WAS... before I moved here. But I figured you know the rest, huh? Of how your old relative single handedly took down the Sinister Six? Hmm?

As she got the web off her mouth...

Peni Parker: You took down the Sinister Six?

Peter B. Parker: Yep. All by myself.

Peni Parker: Wow...

Peter B. Parker: (walks around explaining his feats while Peni looks around in the lab) You see I saved the city, fell in love, I got married, saved the city some more, maybe too much, my marriage got testy, then like fifteen years passed blah, blah, blah super boring, I broke my back, a drone flew into my face, my wife and i... split up after we moved here, MJ is fine, really, But I handled it like a champ.

Peni Parker: Uh-huh. So that's why you live in my home with Ms. Sparkle, right?

Peter B. Parker: Yep. And 'cause you know what? No matter how many times I get hit, I always get back up.

Peni Parker: (looks at some Spider-Man comics then picks up one and skim the pages) But why haven't you get back up on MJ?

Peter B. Parker: Well, uh... (sighs) She wanted kids and it scared me.

Peni was shocked about it.

Peter B. Parker: I'm pretty sure I broke her heart.

Peni Parker: So that explains why you two split up.

Peter B. Parker: Yeah... it was pretty hard.

Suddenly, a door opens.

?: Burning the midnight oil, Mr. Parker?

The Parkers sees an black man come in.

Peter B. Parker: Hey, Davis. Actually, I was just finishing up.

Aaron: (sees Peni with her bot in her hand) You must be Peni. Inventor that's wanna change the world, right? When my nephew was younger, that's all he wanted to do. May I?

Peni Parker: Sure. It's… only a prototype so… I'm working out all the kinks.

She shows him her robot and he inspects it.

Aaron: Magnetic-bearing servos.

Peni Parker: Pretty sick, huh? Wanna see how I put 'em together?

Peter B. Parker: Hey, genius! He invented them.

Peni Parker: You're Aaron Davis? Like, as in, the man who used to be brothers to Jefferson Davis?

Aaron: That's right. Ever think about applying here? Your age wouldn't be an issue.

Peter B. Parker: I don't know. She's pretty serious about inventing things alone.

Peni Parker: Well, kind of serious.

Aaron: I can see why. With your bot, winning must come easy.

Peni Parker: Yeah, I guess.

Aaron: Well, if you like things easy, then my program isn't for you. Since the apocalypse came, people want to make something to continue our generation for years. My students go on to shape the future. Nice to meet you, Peni. Good luck with your invention. I doubt it's gonna be big than the food storm. (leaves)

We cut to outside the university.

Peter B. Parker: We gotta hurry if you want to catch that bot-fight.

Peni Parker: I have to go here. If I don't go to this nerd school, I'm gonna lose my mind. How do I get in?

Peter B. Parker: (smirks) Huh. Hop around and I'll tell you.

She hops on as she gets her backpack on, only for her to feel it a bit heavier than she thought. She then falls off by its weight.

Peter B. Parker: You okay?

Peni Parker: I'm alright! I'll check it when I get home.

Peter B. Parker: Right...

Later in her room...

Peter B. Parker: Every year, the school has a student showcase. You come up with something that blows Davis away, you're in. But, it's gotta be great. (leaves)

Peni Parker: Trust me. It will be.

She sits down at her desk, cracks her knuckles, gets out a pencil, and was ready to draw up an idea. However, later, Peni struggling to make a single idea.

Peni Parker: (head bangs on a desk) Nothing! No ideas! Useless, empty brain!

Peter B. Parker: Wow. Washed up at 14. So sad.

Peni Parker: I got nothing! I'm done. I'm never getting in.

Peter B. Parker: Hey, I'm not giving up on you.

He then hangs her upside down. Peni freaks out from her skirt and tries to cover it.

Peni Parker: What are you doing?!

Peter B. Parker: Shake things up. Use that big brain of yours to think your way out.

Peni Parker: What?

Peter B. Parker: Look for a new angle.

As she hangs upside down, she spots her bot lying around and then gets an idea. Later, she starts working on drawing the blueprints and then starts using magnets and a 3D printer she "borrowed" from the Oxfords. She then design the invention by resculpting it and starts building them up. Later, she then dumps some small black things in some garbage cans. We pan back to see that she filled up almost 12 cans. As she emptied it, Peter comes up and top shelfs her with an fist bumps. Soon, we come to the academy's student showcase, where lots of inventors were showing off their inventions to the public.

Peter B. Parker: Wow, a lot of sweet tech here today. How are you feeling?

Peni Parker: You're talking to an inventor who knows what she's doing. Takes a lot more than this to rattle me.

Yi: Yep, she's nervous.

Jonathan: You have nothing to fear, little fellow.

Tulip: She's so tense.

Peni Parker: No, I'm not.

Tulip: Relax, Peni. Your tech is amazing. (to Yi) Tell her, Yi.

Yi: Stop whining. Woman up.

Peni Parker: I'm fine!

Cyborg: What do you need, little girl? Deodorant? Breath mint? Fresh pair of underpants?

Yi: Underpants? You need serious help.

Cyborg: Hey, I come prepared.

Jonathan: I haven't done laundry in six months. One pair lasts me four days. I go front, I go back, I go inside-out. Then I go front and back. (Cyborg gags)

Peter B. Parker: Wow. That is both disgusting and awesome.

Yi: Don't encourage her.

Jonathan: It's called "recycling."

Announcer: (offscreen) Next presenter, Peni Parker.

Jonathan: Oh, yeah. This is it.

Peni Parker: I guess I'm up.

Tulip: Okay, photo, photo! (gets out her camera) Everybody say, "Peni."

The Gang: Peni!

Jonathan: Yeah!

The picture is taken.

Tulip: We love you, Peni. Good luck!

Yi: Don't mess it up.

Cyborg: Break a leg, little girl.

Jonathan: Science, yeah!

Peter B. Parker: All right, sis. (holds up his fist for top shelf) This is it. Come on. Don't leave me hanging. (notices Peni's look) What's going on?

Peni Parker: I really want to go here.

Peter B. Parker: Hey. You got this.

The young teenager nervously walks up onstage while holding the microphone. She's wearing a headband on her head.

Peni Parker: (via microphone) Hi. My name is Peni… (her microphone screeches) Sorry. My name is Peni Parker, and I've been working on something that I think is pretty cool. I hope you like it. (holds up a small object) This is a microbot.

She holds up a small microbot, and one member of the audience is seen leaving.

Peter B. Parker: (quietly) Breathe.

Peni Parker: (takes a deep breath; via microphone) It doesn't look like much, but when it links up with the rest of its pals…

The bins suddenly fall over and dozens of microbots spill out and surge towards the stage, creating a huge building.

Peni Parker: (via microphone) …things get a little more interesting.

She lets go of the microbot to let it link with the others

Peni Parker: (via microphone) The microbots are controlled with this neural transmitter.

She then takes off the headband transmitter off her head and they fall apart. She puts it back on.

Peni Parker: (via microphone) I think what I want them to do… (the bots formed an hand) They do it. The applications for this tech are limitless. Construction. (the bots start to build a tower) What used to take teams of people working by hand for months or years, can now be accomplished by one person. (stands on top of the tower) And that's just the beginning. How about transportation?

As she starts to walk, the bots then escorted her around the showcase.

Peni Parker: (via microphone) Microbots can move anything anywhere, with ease.

She hangs upside down to give her brother a high-five and heads back to the stage.

Peni Parker: (via microphone) If you can think it, the microbots can do it. The only limit is your imagination. Microbots!

The audience cheered for her, even a pair of robotic hands.

Twilight Sparkle: That's my nephew!

Peter B. Parker: Yes!

Twilight Sparkle: My family! I love my family!

Peni walks offstage, where the others congratulate her.

Peter B. Parker: Nailed it!

Tulip: You did it!

Yi: Not bad!

Jonathan: Yeah!

Cyborg: Good job, Peni.

Jonathan You just blew my mind, dude!

Tulip: They loved you. That was amazing!

?: (offscreen) Yes.

They turned around to see a businessman, Flynn, and his assistant, Rapunzel, walk over to them.

Flynn Rider: With some development, your tech could be revolutionary.

Peni Parker: Flynn Rider!

Flynn Rider: May I?

She hands him a microbot and he inspects it.

Flynn Rider: Extraordinary. I want your microbots at Rider Tech.

Peni Parker: Shut up.

Aaron: Mr. Rider is right. (comes in) Your microbots are an inspired piece of tech. You can continue to develop them, or you can sell them to a man who's only guided by his own self-interest.

Flynn Rider: Aaron, I know how you feel about me, but it shouldn't affect…

Aaron: This is your decision, Peni. But you should know Mr. Rider has cut corners and ignored sound science to get where he is.

Flynn Rider: That's just not true.

Aaron: I wouldn't trust Rider Tech with your microbots, or anything else.

Flynn Rider: Peni, I'm offering you more money than any 14-year-old could imagine.

Peni Parker: I appreciate the offer, Mr. Rider, but they're not for sale.

Flynn Rider: I thought you were smarter than that. (to Aaron) Aaron.

Peter B. Parker: (as Rider was about to leave) Mr. Rider. That's my sister's.

Flynn Rider: That's right.

He throws Peni back her microbot and he and Rapunzel leave.

Aaron: (to Peni) I look forward to seeing you in class.

He hands Peni her acceptance letter and everyone leaves, all happy.

Jonathan: Unbelievable! That's what I'm talking about.

Twilight Sparkle: All right, geniuses, let's feed those hungry brains. Back to the cafe! Dinner is on me!

Jonathan: Yes! Nothing is better than free food!

Peter B. Parker: Ms. Sparkle?

Jonathan: Unless it's moldy.

Peter B. Parker: We'll… we'll catch up, okay?

Twilight Sparkle: Sure. I'm so proud of you. (hugs them both) Both of you.

Peter and Peni Parker: Thanks, Ms. Sparkle.

The two walk to the bridge to stare at the university from afar.

Peni Parker: I know what you're going to say. "I should be proud of myself, because I'm finally using my gift for something important."

Peter B. Parker: No, no. I was just gonna tell you your panties was down for the whole show.

Peni Parker: Ha-ha-hilarious. What? (pulls up her panties and nudged him)

Peter B. Parker: Welcome to nerd school, nerd.

Peni Parker: Hey, I, um… I wouldn't be here if it wasn't for you. So, you know, thanks for not giving up on me.

Suddenly, they hear an alarm ringing and they went out. They see the university being on fire as everyone runs out of the building.

Peter B. Parker: (to a woman) Are you okay?

Woman: Yeah. I'm okay. But Aaron Davis is still in there.

Peni Parker: (grabs Peter's arm) Peter, no!

Peter B. Parker: There's a person in there! Someone has to help.

He runs into the building and drops his university hat. Peni picks it up and tries to follow him, only for a burst of explosion to knock her back. We then see the hat as Peni yells in fear.

Peni Parker: (offscreen) Peter! Peter!

The next day, a funeral was held for both Aaron and Peter at the graveyard. Everyone, including Peter's friends, was mourning their loss, but none more so than Peni. She was now alone. Without her brother, life was never the same for her. Another day comes, and Peni was staring solemnly at her bot. Just then, Twilight and Oggy comes in to speak to her.

Twilight Sparkle: Hey, sweetie.

Peni Parker: Hey, Ms. Sparkle.

Twilight Sparkle: Mrs. Matsuda's in the cafe. She's wearing something super inappropriate for an 80-year-old. That always cracks you up. You should come down.

Peni Parker: Maybe later.

Twilight Sparkle: The university called again. It's been a few weeks since classes started. But they said it's not too late to register.

Peni Parker: Okay. Thanks. I'll think about it.

As she left, Oggy pats her head and leaves in sadness. Just then, her computer turned on.

The Gang: (on video) Hey, Peni.

Tulip: (on video) We just wanted to check in, and see how you're doing.

Cyborg: (on video) We wish you were here, buddy.

Jonathan: (on video) Peni, if I could have only one superpower right now, it would be the ability to crawl through this camera, and give you a big hug.

Peni turns off the video message and looks at her university invitation. She sighs sadly as she puts it away but when she picks up her robot fighter, she was about to furiously slam it when... There's the spider, on the back of Peni's hand. She noticed it and it bites her, making her scream in pain! We jumped into a psychedelic 2D animation, watching the venom make it's way into Peni's blood stream, building up until we cut out of bloodstream to see her scaredly flicked it off her hand and onto the desk. She exhales until she feels the venom in her, moaning her in pain. Peni then goes to the spider who she thinks it's dead. But this spider was different.

Peni Parker: It's a normal spider. It's also boring how normal the spider is...

Just then, the spider was alive. Peni exclaimed in surprise and backs away, making her trip and fall on the ground, landing on it by her behind. She moans while rubbing her behind. After that, she noticed the spider looking at her. She still noticed the bite on her hand swelling a little. She exhales then groans looking at the spider. On the spider, a shadow looms over it as we see Peni, who's now furious by her anime look with her eyes white, holding a newspaper roll in her hands, ready to squash it until... she stops when her spider-sense went off and her eyes were now normal. She noticed some snoring coming from her backpack on the ground. She blinks her eyes in shock. Peni slowly walks to her backpack and when kneels down to it. She slowly unzips the top of it to see what's inside. Inside of her backpack, what she saw… was a young 8 year old boy sleeping in her backpack. This is TK. He has light skin and short blond hair with a longer tuft on the front. He wears a green vest over a light green shirt with long sleeves, khaki shorts, yellow socks, green and white strapped tennis shoes, and an odd green hat with a blue gem stone. As he wakes up with his blue eyes, he yawns and stretches his arms. He then scratches his behind which disturbs Peni a bit. He then stops to notice Peni about to hit her. He screams and so does Peni. She then falls between her bed and her desk. It was a tough spot to get out. TK, however, falls out of her backpack with her stuff spelled out. He moans until he hears Peni struggling to get out. He then walks to her by hoping on her bed. He then peeks down near her in curiosity.

TK: Hello?

Peni Parker: (struggles) Uh, hi…

TK: You look like you're falling.

Peni Parker: You think? (continues struggling to get out)

She grabs to a shelf but breaks and her toys hit her one by one.

Peni Parker: Ow!

TK: Are you o...

Peni Parker: Ow!

TK: Are you o...

Peni Parker: Ow!

TK: Are you o...

Peni Parker: Ow!

TK: Are you o...

Peni Parker: OW!

It then stops.

TK: Are you okay?

Peni Parker: (in pain) I'm fine... whatever you are.

TK grabs her hand pulls her out of the corner and onto the bed.

TK: You don't look fine to me. You were hurt.

Peni Parker: No, really, I'm fine. (moans in pain and rubs her hand)

TK: (looks at her hand that has a spider bite on it) What happened to your hand?

As he was about to touch it, Peni slaps his hand as she doesn't want him to touch it.

TK: Ow!

Peni Parker: (brow furrows) Don't touch it! It could swell any moment!

TK: Does it hurt when I touch it?

Peni Parker: That's okay. No touching. I'm fine…

TK: You still don't look fine to me.

Peni Parker: No, it's… (groans in anger)

TK: (looks at her barefoot) Hmm… maybe if I..

Peni Parker: Hey, what are you… (TK plays with her toes) Ah, hahaha. Please don't. That tickles. Get off, get off, get… (as TK was about to look under her skirt) GET OFF! (kicks him and he falls off the bed)

TK: (offscreen) OW!

Peni Parker: (gasped) Oh my gosh!

She hops off the bed and gets TK up.

Peni Parker: I'm so sorry. It's just… (groans in anger while she kneels down and dusted him off) I don't know how you got here.

Soon, TK noticed her fighter bot.

Tk: Ooh! (takes it from her) Cool toy!

Peni Parker: Hey, hey! Be careful with that! That's my invention, not a toy!

TK: It looks like it.

Peni Parker: Just give me that! (takes it from him)

TK: Hey!

Peni Parker: Ah, ah. (gets up and walks to her backpack) No playing. (puts it in her backpack) That's not for you to play with.

TK: (walks to her but looks at her desk) What about those?

Peni Parker: (as he walks to her desk while he checks her inventions) Oh those… well… they are need a work in progress.

TK: Cool… (touched one and it breaks itself) Whoops.

Peni Parker: (panicked) Ah! (moves him away and puts him on the bed) Maybe it's best to stay right here. (sighs) Just exactly what are you doing?

TK: Huh? (realized) Ohh… I'm lonely.

Peni Parker: You're lonely…?

TK: Yep.

Peni Parker: Okay… but why live in my backpack for… who knows?!

TK: I don't know. I need someplace to sleep.

Peni Parker: A place to… You know, if you're gonna use it as an outhouse, forget it.

TK: Oh, I don't do that.

Peni Parker: Oh thank god.

TK: It's better than sleeping in the trash.

Peni Parker: (shocked then sniffs him til her eyes widen; moans in disgust then backs away while pinching her nose) Ugh. That's an awful place to sleep in. (Un-pinch her nose) You know what, maybe you need a bath before I kick you out.

TK: Huh? No! I like it better!

Peni Parker: But you're gross! I can't have young boys riding on my backpack from leaving in a dump. Now come here.

TK: (backs away) No way!

Peni Parker: Just get over here, kid. It's not gonna hurt.

TK: But I don't wanna leave!

Peni Parker: I was only gonna give you a bath.

TK: Oh, okay.

Peni Parker: Then you leave me alone.

TK: NO way!

Peni Parker: Just come already!

She then tries to grab TK, but he hops off from her and runs around in her room.

Peni Parker: Get back here! Please don't… no, no, no! (groans in anger) Seriously, kid! Just calm down…

Suddenly, she trips on the ground and noticed that in one of her skirts, a microbot is moving on its own. Peni then gets it out and TK stops to see it as he looks over her shoulder.

TK: What's that? Looks small. Like a tiny robot.

Peni Parker: Oh, this thing is attracted to the other microbots, but... that's impossible. They were destroyed in the fire. Dumb thing's broken.

She then puts it in a glass container and starts cleaning up. TK then goes to her desk and examines it.

TK: Your tiny robot is trying to go somewhere.

Peni Parker: Oh, yeah? Why don't you find out where it's trying to go?

TK: If I bring it back, would I stay in your backpack as a home?

Peni Parker: (while busying) Absolutely.

TK then takes it and runs out of her room. As she heard the door slammed, Peni noticed that TK was already gone.

Peni Parker: Kid? Kid? Kid?

She looks out the window and sees TK running down a road while holding the dish with the microbot inside.

Peni Parker: What?!

She gets her boots on, grabs her backpack, runs downstairs, and starts heading out the door when she bumps into Twilight.

Twilight Sparkle: Peni?

Peni Parker: Hey, Ms. Sparkle!

Twilight Sparkle: Wow. You're up and…

Peni Parker: (nervously) Yeah! I figured it was time.

Twilight Sparkle: Are you registering for school?

Peni Parker: (nervously) Yes. I thought about what you said. Really inspired me.

Twilight Sparkle: Oh, honey, that's so great. Okay, special dinner tonight. I'll whip up some chicken wings. You know, with the hot sauce that makes our faces numb.

Peni Parker: (nervously) Okay, sounds good.

Twilight Sparkle: Great! Last hug.

She gives her one last hug and Peni runs out of the bakery to chase after TK.

Peni Parker: Kid! Kid!

As she looks around, she spots TK on a trolley. Peni runs after it, though she had to get out of the cars' ways.

Driver: Hey! Watch it!

By the time she reached the trolley, TK wasn't there. She runs through a hub and follows the kid through an alleyway.

Peni Parker: Kid! Kid!

Soon, she finds him by an abandoned warehouse at the docks.

Peni Parker: Kid! Are you crazy? What are you doing?

TK: I have found where your tiny robot wants to go.

Peni Parker: I told you, it's broken. It's not trying to go…

She grabs the glass container and noticed the microbot moving towards the door. She noticed that it was chained shut.

Peni Parker: Locked.

TK: (looks up and spots a window) There's a window.

Later, Peni climbed into the warehouse through the window. She looks at her glass container and her microbot was pointing straight ahead. Peni housted TK up and later, the two were in awe to see what's inside the warehouse. Abandoned… but has a few surprises along the way. Peni and the boy walks downstairs and sees a lab in the distance.

TK: You think someone's here?

She gets out a broom and they carefully approaches it. Looking through the sheet, she saw some robotic arms creating small objects. On the conveyor belt, the girl saw a line of objects falling into a barrel. Upon further inspection, she discovered that they were making microbots.

Peni Parker: My microbots? (sees lots of barrels of them) Someone's making more.

Peni then spots a wall that was covered papers connected by red string. One of them had an insinga of a sparrow on it. As she walks to it, just then TK noticed something about the microbot they have. It's gone crazy til… he looks straight and freaks out. As she examines it, Another surge of Spider-Sense hits her, making her have a headache. Just then, TK runs to Peni and hops in her backpack which surprises her.

Peni Parker: Kid!

TK: Look!

Peni looks where TK's pointing and sees a flood of Microbots being formed. Peni screams and when she runs with TK in her backpack, she then runs around the warehouse trying to get away from the flood. She ran down the corridors and as she was about to lock them, they burst out launching her and TK away from them near a vent. TK was out of her backpack but noticed the vent opened on the floor.

TK: (to Peni) In here!

Peni noticed and they crawled through the underground vent until the microbots punched them up to the upper floor. They then see a masked man controlling the microbots. He spots them and approaches menacingly.

Peni Parker: Come on! The window!

As they approached it, TK was scared of heights!

Peni Parker: Come on, kid! We gotta go!

TK: But I'm afraid of heights!

Peni Parker: What?!

As she sees the bots coming, Peni grabs TK, tossed him in her backpack and they jumped out the window, bounced off the dumpster.

Peni Parker: Come on, let's get out of here.

Soon, they arrived at the police department.

Officer BasicallyIDoWrk: All right, let me get this straight. A man in a kabuki mask attacked you, with an army of miniature flying robots.

Peni Parker: (as TK peeks through her backpack) "Microbots."

Officer BasicallyIDoWrk: Microbots.

Peni Parker: Yeah. He was controlling them telepathically with a neurocranial transmitter.

Officer BasicallyIDoWrk: So, Mr. Kabuki was using ESP to attack you and that child in your backpack. Did you file a report when your flying robots were stolen?

Peni Parker: No. I thought they were all destroyed. Look, I know it sounds crazy, but we were there, too. Tell him, kid.

TK: Uh huh. It's true!

Peni Parker: See! He saw it and I… (starts to feel woozy) saw… saw…

TK: Uh… you okay? (he hops out of her backpack)

Peni Parker: (woozy) Everything's… fine… kid… I'm just… (groans in pain as starts to lose her balance.)

Officer BasicallyIDoWrk: Kid, how about we call your parents and get them down here?

TK: What?

Officer BasicallyIDoWrk: Write your name and number down on this piece of paper, and we can…

As he gets his clipboard and pen, he saw that the kids were gone. They were outside the police department. TK was having trouble getting the dazed Peni to walk.

TK: We gotta get you home. Can you walk?

Peni Parker: (dazed) I think I… (face-planted on the ground; moans)

TK: Hmm… (looks at her spider bite hand) That's weird… (starts to think and get an idea)

Later, he drags Peni on a red wagon to where she lives. She muttered in drink while TK drags her. He enters the building, trying to walk Peni in. But due to his age, he tries to drag her there.

Peni Parker: (dazed; moans) We jump out of window...

TK: Shh!

Peni Parker: (dazed; quietly) We jump out of window...

As the boy walks upstairs, TK grabs her arm and drags her upstairs while getting her head hurt. Soon, as he was near the other stairs...

Twilight Sparkle: Peni? You home, sweetie?

TK gasped quietly and thinks of a plan. He then gets some glasses and puts them on Peni's face then lifts her up like a puppet.

TK: Um… (clears his throat; talks like Peni) That's right.

Twilight Sparkle: I thought I heard you. Hi.

He drags her upstairs.

Twilight Sparkle: Look at my little college girl. I can't wait to hear all about it! And wings are almost ready.

Peni Parker: (dazed; chuckles) Weee!

TK: (quietly) Will you be quiet?

Twilight Sparkle: Yeah, wings! All right, get ready to have your face melted. We are gonna feel these things tomorrow. You know what I'm saying? Okay. Sit down. Tell me everything.

TK: (talks like Peni as he tries to get her in bed) The thing is that,... since I registered so late, I've... got a lot of school stuff to catch up on?

Suddenly, he accidently pushed her off the bed, making her faceplant again. Soon, he hears a gasp. He turns and sees Oggy jaw dropped while holding his coffee. He then drops it to let it break.

Twilight Sparkle: (offscreen) What was that?

TK: (talks like Peni) That darn cat.

At the kitchen...

Twilight Sparkle: At least take a plate for the road, okay? Don't work too…

TK: (talks like Peni; offscreen) Thanks for understanding!

In her room, Peni was in bed, stroking Oggy as if he were a baby.

Peni Parker: (dazed) Hairy baby. Hairy baby.

TK then grabs Oggy away from Peni and throws it away. Soon, Peni yawns and goes to bed.

TK: (covers her with a blanket and checks her head) Boy… no wonder why you were almost drunk. Whatever that spider bit you, must have made you sick. I'll go find some medicine. Just stay there...

As TK rushed off, Peni struggles while she sleeps. Visions of her father's work were flashing before her eyes of a suit made to be part of a spider that bit her. While that happened, we get to see her blood system injected by the venom while a piece of the spider's DNA was pieced on Peni's DNA. After the suit blow up, Peni's eyes were widen up and when she gets up, she exhales deeply like she had a nightmare. However, she was in her room for some reason. She then looks around while being in her bed until… TK appears near her as a nurse. Peni screams in surprise.

TK: Oh, you're awake! (puts on his normal clothes) For a sec, I thought you were sick from that spider bite.

Peni Parker: Sick? No. I wasn't sick. It was just a… (sees the bite gone on her hand) spider… bite.

TK: Hey! It's gone! You're cured!

Peni Parker: But that's… that's impossible… (moans in pain and feels her head hurting) What happened?

TK: Uh? You were woozy when we were at the police station.

Peni Parker: And… you brought me here?

TK: (nodded) Uh-huh.

Peni Parker: (sighs) Look, I just don't know what to do with you… ever since… well, Peter died, (TK gasped in fear) he died 'cause of the fire. People keep saying he's not really gone. As long as we remember him. It still hurts. But… what I'm saying is... thanks for your help… but I wanna be alone right now.

TK: Well… my brother used to say that… when people die, they live in our hearts. To know what they're still here.

Peni Parker: You have a brother?

TK: Uh-huh. Oh! My name is TK. It's nice meeting you. I kinda like living in your backpack, you know.

Peni Parker: (chuckles) Thanks… I'm Peni, by the way..

TK: Penny?

Peni Parker: No, no. It's P-E-N-I. Not P-E-N-N-Y. Got it?

TK: Okay, Penny.

Peni Parker: (groans; to herself) Now I know why Peter divorced MJ.

TK: I don't get it.

Peni Parker: Get what?

TK: How come you know this Peter a lot?

Peni Parker: When my parents died, Peter took me in as his sister. They died after… whatever they had. I just wish they were here to tell me why. Too bad Peter would have been here as well. The fire killed him for some reason.

TK: Oh… (sees Peni sad and comforts her) I'm sorry about the fire.

Peni Parker: It's okay, TK. It was an accident. (looks at her microbot) Unless… Unless it wasn't. At the showcase, that guy in the mask stole my microbots. And… And then set the fire to cover his tracks. He's responsible for Peter. We gotta catch that guy.

TK: But how? We don't have any weapons like Ms. Shimmer does.

Peni Parker: Who's she?

TK: The one that saved many children from drinking Overcharge. I was there when I was about to be OD-ed.

Peni Parker: Right, the outbreak. Hmm… (sees the spider on her desk again; gasped then her brow furrows) You…

TK: Huh?

Peni gets off the bed and grabs a rolled-up newspaper. She then walks to it and when she was about to hit it, she stops to noticed something about it. It was trying to communicate with her. She puts it down and leans near it.

Peni Parker: You know… what?

TK: Penny? Are you okay?

Peni Parker: I'm… I'm not sure… are you getting this?

TK: No?

The spider then marks a location on a map to tell her where to go. Peni was in awe to this discovery. Whatever the spider did to her made her talk to the spider.

TK: What's it saying, Penny?

Peni Parker: It's saying… head to the workshop… from my father…?

TK: Your father?