A/N: It's 2:27 AM. What am I doing? It's fine. Pls enjoy. Reviews are very much cherished.

"When I blipped back to my apartment, the family living there was very confused. The wife thought that I was a mistress. The Grandma thought that I was a ghost. It was really a mess!" May, radiant as ever in her form-fitting black dress, chuckled at her predicament along with the rest of the audience.

The Homeless support event, to Penny and May's excitement (and relief), was turning out to be a huge success. The seats were sold out, they had already exceeded their original fundraising goal by tens of thousands of dollars (largely due to a more than generous donation by Pepper Potts), and every scheduled portion of the night had gone by seamlessly. All there was left to do was wrap up.

"Thank you all for coming out to support those who have been displaced by the Blip, and, of course, thanks to our very own Spider-Man!"

Penny was so busy trying to look both powerful and approachable while simultaneously not focusing on the gigantic crowd in front of her (she really didn't want to know what barfing inside the spider suit would feel like) that she completely missed May's cue. It wasn't until she delicately placed a hand on her elbow, ushering her towards the mic that Penny remembered her one task.

Alright, Spider-Man. It's your time to shine.

She attempted to flash her brightest Penny Parker grin, mentally kicking herself once she remembered that no one could see her mouth.

"Thank you, Ms. Parker, for having me," she squeaked out nervously, shifting her stance to find something normal-looking to do with her hands.

If the voicebox in her mask didn't automatically lower her tone several octaves (to keep the illusion that Spider-Man was, indeed, a man), her voice would've been shrill. As it was, she sounded like a teenage boy struggling through puberty.

"And thank you guys for having me!" She finished with a double thumbs-up, hastily stepping back to let May take over again.

Nailed it! Now I just have to smile for a few pictures and Spider-Man can finally take a break!

"And thank you, Spider-Man," she announced once the cheering died down. "He'll be right back out to take photos and videos. Thank you!"

Once they had disappeared behind the black curtains, Penny pressed the center of her chest to unmask herself, grinning excitedly at her aunt.

"That was amazing!"

"That went pretty great," her aunt agreed cheerfully, the two exchanging a high-five and falling into a hug.

"That was so cool! I was so nervous," Penny admitted after pulling back from her. "Spider-Man" was always confident in combat, swiftly taking down enemies and shooting out snarky comments as fast as he shot out his webs. But talking in front of a loud crowd without any fighting involved… that brought out the awkward, stuttering, unsure Penny Parker in her.

She really needed to find a way to transfer Spider-Man's confidence to her normal self.

"Yeah, my body was a little stiff," May agreed.

"No, I thought you did great!"

"Yeah… well, actually, I did think you were a little stiff."

She shrugged in admission. "Yeah, I felt that too."

"It's fine, people will always love their Spider-Man," May soothed, brushing back Penny's hair. "Now I know MJ's coming over later to help you finish packing, but did you go ahead and get your passport?"

"Yeah."

"And did you buy mini-toothpaste already?"

Penny suppressed a laugh. "Yes, May!" She trusted her to run around fighting crime as a masked hero, but didn't think she could manage to pack toothpaste for her summer trip?

Before May could continue down her laundry list of essential items, the sound of someone entering the backstage area alerted them. Penny covered her face with her mask as May whirled around, both sighing in relief when it was just Happy approaching them.

"Hey, sorry I'm late," he huffed, clutching a giant check.

Penny unmasked herself again, beaming at him. "Happy, hey! I'd go in for the hug, but I guess I'll have to take a rain-check."

A beat passed. Normally Penny would be slightly offended that no one acknowledged her hilarious pun, but she was too busy noticing Happy notice May.

"You look lovely," Happy finally said, breaking the silence.

Even if he weren't making such blatant goo-goo eyes at her aunt, Penny wouldn't have had any trouble deciphering who that comment was directed towards. For the past several weeks there had been a vibe between the two, one that she almost wished she hadn't picked up on.

Yeah, May dated a little, but hadn't been in a particularly serious relationship since Uncle Ben died. Of course Penny wanted May to be happy, and she wanted Happy to be happy, and she was happy Happy was happy with May and happy May was happy with Happy…

It was just a little weird. But then again, Penny was used to weird.

"Thanks, you too." May beamed at him. Happy was clearly pleased at her response. Penny resisted the urge to make gagging noises.

"Thank you. Uh, new dress?"

"Yeah! Yes, it is. And that's a new beard."

"It's my blip beard, because I grew it in the blip," he explained, finally locking eyes with Penny. "Blip beard," he repeated to her self -consciously.

"Heard you the first time," she teased, passing a knowing glance between the two.

That seemed to knock him back to reality a little. "Anyway, the reason I'm late is because this was misplaced at the office," he said, nodding towards the check. "Can you believe it? Because it's enormous. I mean, not the amount, the size. But the amount's nice too-"

"Yeah, Karen put me through to Ms. Potts while I was swinging over here," Penny interjected. She was used to this by now- May had a tendency to unknowingly render men incapable of speech. "She said she was sorry she couldn't be here tonight, but that she would continue to support the organization's efforts moving forward, and that she was just a call away."

Penny still couldn't believe this was her life. Pepper Potts was just a call away for her. Holy cow.

"That's lovely of her. Well, I'm going to go check on the vegan lasagna- go shake some hands, Spider-Man!" May slipped out through the curtains on the far side of the stage.

Penny turned to Happy, one eyebrow raised. "So what just happened there?"

"Heads up, Nick Fury's calling you."

"Don't think you can just change the subject and- wait, what?" She stared at him incredulously, her hands going to her face as she mentally processed this information. "Nick Fury's going to call me?"

"Yeah, kid, that's what I just said."

"Why?"

"Why? Because he probably has some hero stuff for you to do. You're a superhero. He calls superheroes."

Penny bit her lip, shaking her head in disbelief. Of course now she was a superhero, now that Nick Fury was snooping around, trying to ruin her vacation. Normally she was just a kid, just a friendly neighborhood masked vigilante, but now she was a superhero?

"Well, I mean if it was really that important, he'd probably call someone else. Not me."

Right on cue, her phone began to ring. Happy, smirking a little, picked it up, showing her the screen after taking a quick glance himself. "Apparently not. No caller-ID. That's Fury."

"I don't really want to talk to Nick Fury." Ned would lose his shit if he heard those words come out her mouth.

Happy looked like he might, too. "Answer the phone."

"Why?"

"Because if you don't talk to him, then I have to talk, and I don't want to talk to him!"

"But why don't you want to talk to him?"

"Because I'm scared- just answer the phone!"

In a grand gesture, Penny grabbed her phone from his hands, displayed the screen towards him, and pressed decline.

Happy made a sound in his throat that sounded like he was being strangled. Penny almost felt bad for him.

Almost. He was also totally hitting on her aunt.

"You send Nick Fury to voicemail?"

"Yup."

"You don't send Nick Fury to voicemail!"

Penny cupped an ear, inclining her head towards the curtain. "Huh what was- sorry Happy, I think they're calling me! I gotta go, so…" She started backing up, grinning mischievously at his obvious distress.

"You got to talk to him eventually, Penny!"

"I'll call him. I promise you, I will call him. I swear." She pressed her chest again, closing her mask, and turned towards the curtain. "After my trip," she muttered to herself.

The last thing she heard before leaving was "Yeah? Hi - No, no, she's not ghosting you…"

"Okay, so I have this blue one May bought me a while back, this stripe-y one I found at Goodwill, and there's another dress buried in her somewhere-"

Penny tossed the two dresses at MJ, who caught and inspected them while lying on Penny's bed, her feet propped against the wall. Penny continued to rummage through her closet, careful not to accidentally expose her two Spider-Man suits in the process. She had shoved them both to the back corner, draping her dirty towels over them for good measure.

But if she was being completely honest with herself, part of her sorta wanted MJ to find out her big secret.

Ned was still her best friend, of course, and while she was initially horrified that she had let him see her in her suit and discover her big secret, roping him into a potentially very dangerous situation as a result, she was grateful to have someone know, someone who wasn't May or the other members of the Avengers or SHIELD. When she knocked out New York's most notorious drug lord with the butt of his own gun, Ned was the first one she called. When she swung away from a building just as it exploded- a trap set up specifically for her, and she would be lying if she said she wasn't a little flattered at the gesture- it was Ned who she spilled all of the thrilling details to first.

Essentially, when Penny felt like a complete badass and wanted to geek out at Spider-Man moments that felt like they came straight out of a Michael Bay film, Ned was the one she went to, no questions asked. Together they would fall into excited hysterics, Penny with some restraint (she's got to be professional, after all), and Ned with reckless abandon.

May, while she loved her niece dearly and had finally come to trust her strength and resolve, would still pale slightly when Penny dived into her more hairy patrol stories. Happy would listen intently, which was a huge improvement from his previous dismissals, but was never too impressed. She'd usually get a "Sounds great kid- but make sure you don't worry your aunt, alright? And make sure to call me if it gets too dangerous," out of him.

Of course, he was one of Iron Man's best friends, so he had already heard his fair share of crazy stories.

But Ned shared her enthusiasm completely, grilling her for more details with wide eyes while she'd animatedly dive into her most harrowing battles.

But then there were times where something would happen while she was being Spider-Man, and she just knew that Ned wasn't the one she wanted to talk to about it.

Again, he was still her best friend, and he was there for her no matter what, and she knew that, but there were things that she would have to deal with on patrol that she knew Ned wouldn't necessarily know how to respond to. When people got hurt despite her best efforts, when she'd get overconfident and find herself in over her head, when she'd let the bad guy get away… those stories were harder to share.

Penny couldn't help but flash back to just a few hours ago, when all of the reporters were grilling her with questions, asking her if she was the next Iron Man, the next Tony Stark… she never knew if she'd ever reach the same level as her mentor, the man who had become a second father to her. Right now she was just a kid who was taking her job as Spider-Man one day at a time, and to ask if she was capable of taking on the same responsibility as him right now… It was all too overwhelming, the reporters' expectations too high, and she just had to get herself out of there.

It's not like she kept all of this to herself. May was always comforting and reassured her when Penny was hardest on herself, and despite the ginormous shoes that were left for him to fill, Happy had really made efforts to step into Mr. Stark's previous role of mentorship and guidance, always ready to tell Penny what she needed to hear to pick herself and move forward. And yeah, sometimes she'd come to Ned, and he was always ready to smother her with a hug when there were no words that could be said.

But as Penny and MJ's bond had grown stronger over the past months, she had found herself unintentionally swinging towards her apartment after particularly rough days, only to catch herself and promptly turn around.

She didn't want to drag another person into the chaotic mess that was her secret life as Spider-Man, but, while almost painfully blunt and often teasingly sarcastic, MJ always knew the right thing to say. At least, she always knew the right thing to say when boring old Penny Parker was struggling through something.

And she couldn't help but selfishly wish that she could be there for Spider-Man, too.

"The striped dress is too casual," MJ commented, snapping Penny out of her reverie. "The blue one's okay, I guess, but it looks a little short. When did you say May bought it?"

Penny flushed. "Uh, well… it might have been for 8th grade graduation?"

"Yeah, let's see that third option." She slid her feet off the wall, folding her legs together on Penny's mattress. "By the way, I personally recommend burning all clothing worn pre-high school. It's cathartic. Helps you move on from the embarrassing mess that you undoubtedly were in middle school."

Penny snorted, but she couldn't disagree. Then, finally, under a pile of discarded sweatshirts, she found her other dress.

"Okay, so I've actually never worn this one in public, and it's a hand-me-down, and… yeah." She smiled fondly at the garment as she smoothed out its skirt, fingering its delicate lace. "It was my mother's, actually."

"It's perfect," MJ said without hesitation, scooting beside her to admire it.

"Really? You don't think it's too fancy for the trip?" She peered back down at the dress. It was a creamy off-white color, with quarter-length sleeves that left her shoulders exposed. Somewhere in their living room May had a picture of Penny wearing it as a six-year-old, completely swallowed in the fabric, but now that she had reached her full height, the dress landed right around her knees.

MJ shook her head. "Absolutely not. Mr. Harrington said to bring a nice outfit, and this," she said, tugging at the skirt, "is definitely a nice outfit."

"Okay." Penny broke out into a wide grin. "Okay! I'll pack it."

"But, just to clarify," MJ added, narrowing her eyes, "you're not all worried about what you're wearing on the trip because of your plan to sweep Brad Davis off his feet, right? Because that's letting the patriarchy win, Penny. We never let the patriarchy win."

"Whaaaat? No!" Penny winced at the sound of her own voice, a few octaves too high to pass off as convincing.

"Promise not to get mad at me if I say something?" MJ asked, her gaze suddenly serious. Penny nodded without hesitation, surprised at the sudden shift in tone. "Okay. Listen, I don't have any concrete proof that Davis is a douchebag, and I'm not saying he definitely is one, but I get a vibe from him."

Penny cocked her head. "A vibe? What sort of vibe?"

"It's hard to explain. It's like how I felt when I met my cousin's boyfriend, and then I found that picture of him on Instagram showing off his swastika tattoo."

"Wait- are you saying Brad Davis is a Nazi?"

"What? No!" She sighed, laying down flat on Penny's floor. "Well, I don't know. I don't know what it is. It could be nothing, but I feel like there's something sketchy about that dude. I'm just saying you should be careful, alright?"

Penny laid next to her, nudging her foot with her own. "Hey. I'm a big girl, okay? I can handle myself. And if he turns out to be a total douche and I'm completely heartbroken, I'll just gorge myself on gelato in Italy and be as good as new."

MJ pursed her lips, assessing Penny's plan. "Fair enough. But if this scenario does indeed play out, I'm joining you for gelato. And Brad's paying."

Penny shifted her gaze from the ceiling to MJ's face, furrowing her eyebrows. "What do you mean?"

"I'll steal his wallet."

May swung open Penny's door, alerted by the sounds of the two girls cackling breathlessly on the floor. She cleared her throat, and they stopped, peering up at her.

"We all packed here, girls?" Her tone was wry, but she was smiling.

Penny pushed herself up to a sitting position, MJ following suit. "Sorry, May. I'm almost done, I swear." She batted her eyes innocently while MJ not-so-subtly implied that she was full of shit by waving her hand in a slicing motion in front of her neck. May caught on, shooting Penny a lighthearted glare.

"Well, as long as you're ready before we head to the airport tomorrow it's fine by me. You can still be packing up until 5 for all I care. Now, before I forget, what toppings do you girls want on the pizza?"

"I thought you were trying that pasta recipe out tonight?"

"Yeah… that didn't work out."

Penny snorted and turned to MJ. "That's code for it either got set on fire or turned out somewhat poisonous. Or both."

"Hey, I'm a good cook!" May protested, but she couldn't help but laugh with her niece. "I try to keep up with Bobby Flay, but it's not my fault he keeps wearing those distracting muscle shirts…"

"Thanks again for letting me stay here tonight and giving me a ride to the airport tomorrow, Ms. Parker," MJ interjected.

"Oh, it's not trouble. And please, May is fine. Now, why did I walk over here..."

"Pizza toppings!" Penny chirped.

"Yes, right!"

"I'm fine with whatever," MJ shrugged. "Except pepperoni. I saw an episode of How it's Made featuring Hormel's pepperoni… not a pretty sight."

"I could go for olives and spinach," Penny suggested. "Y'know, a little Popeye themed pizza."

"MJ, you cool with that?"

"Yeah, sounds great."

"Great! I'll let you girls know when it gets here. And I was thinking we could maybe watch a movie, and I could paint both of your nails or something- whatever you guys want to do! Just let me know!" She gave them one last smile before pulling out her phone, shutting the door as she dialed the number of she and Penny's favorite pizza joint.

"Your aunt's nice," MJ observed. She said it the same way someone would say "The sky is blue," like it was a fact that could never be disputed. Penny couldn't help but agree- of course, she was a little biased.

"Yeah. She's a little extra excited since you're over. I haven't had a sleepover with someone who wasn't Ned in, like, eons."

MJ raised her eyebrows. "You and Ned have sleepovers? Scandalous."

"Had," Penny corrected. "Yeah, May thought it might be a little weird once we hit the teenage years. But we used to have them all the time. In general, though, I just haven't had a girl friend over in a while."

MJ quirked her mouth into a smile. "Well, I'm proud to be Penny Parker's token female friend."

"You say that now. Just don't come crying to me when May paints your toes hot pink."

She shrugged. "Eh. I'm down for trying new things. Also, as your female friend, there's something I've been meaning to talk to you about."

Penny straightened, leaning against her wall. "Shoot."

"It's about your special admirer, Flash Thompson."

Penny snorted at the description. Yeah, as if Flash Thompson admired anything in her past his own reflection in the glasses she occasionally wore.

"What about Flash? I, for one, think he's actually gotten slightly less irritating since the blip."

"Maybe. I don't know. All I've noticed is that he is extra weird. Like, weirder than me, weird."

"Huh. Weird how?"

MJ hesitated. "Ned didn't want to tell you this, but I think you ought to know."

Her heart dropped to her stomach. Suddenly, she was reminded of his sudden obsession with her bruises all those months ago. She knew he was still watching her, but he hadn't approached her on the subject since then- had he figured something out? Did he know she was Spider-Man? She tried to be careful and all, but he could've put two and two together...

"Know what?" She had to force out the words. Her throat felt like cotton.

A confused look flickered across MJ's face. "You can chill, Penny, it's nothing too bad," she soothed, placing a hand on her tensed-up shoulder. "Just straight-up weird. On and off for the past month now, Flash would corner Ned and I, sometimes together, sometimes separate, and ask us strange questions about you."

Penny choked out a laugh. "That's… odd." Wow, she was really not contributing much to this conversation.

"Yeah, I thought so too. It was stuff like 'so how does Parker really spend her time after school,' and 'did you notice that scar on Parker's leg? What's that all about?'" MJ rolled her eyes.

"What did you guys tell him?"

"To fuck off, naturally."

Penny gazed up at her thankfully. She really did have the best friends in the world.

"If he wants to know stuff about you, he can ask you directly," MJ continued, "not be all creepy and stalkerish by cornering Ned and I. Honestly, Penny, the guy is acting like he's low-key obsessed with you. And I'm starting to think he actually is."

"You realize we're talking about Flash Thompson here, right? The guy who's hated me since I corrected his spelling of the word 'moccasin' in the 4th grade spelling bee?"

"You can be obsessed with someone out of hatred," MJ pointed out. "But I don't think Flash hates you. Maybe he thinks he does, but deep down, he's either jealous of you, in love with you, or he's the Zodiac Killer and you're next on his hit list."

"Wha..?" Penny, taken aback, spluttered a little before finding her words. "Okay, one, Flash is rich, popular, attractive-"

"You think he's attractive?"

"Not the point, MJ! What I'm trying to say is that this guy has anything he could possibly want- being jealous of me wouldn't make any sense. Two, Flash Thompson being into me is about as likely as Mr. Harrington's wife coming back to him. And three, Flash being the Zodiac killer would age him at 52 years old, and that would be if he started his murder spree as an infant, so either he's invested in some high-quality botox, or that ain't it, chief."

MJ didn't fight Penny's rebuttal, but she didn't accept it either. "I wouldn't be so sure, Penny Parker," she said ominously. "I wouldn't be so sure."

Penny didn't know if this meant MJ was convinced the guy was jealous, lovestruck, or bloodthirsty. Maybe all three.

She didn't get the chance to ask her, though, because the doorbell was ringing and she smelled melted cheese and marinara and garlic and oh my gosh she was starving.

"Talk more about this later?" She asked it hopefully, pulling her best puppy-dog face. She really, really didn't want to deal with the Flash stuff right at that moment.

MJ ruffled her hair and stood up. "Whatever, weirdo. Just let me know when you realize I was right all along."

The rest of the night passed in a blur. She hastily shoved the rest of her luggage in her suitcase before bolting out of her room with MJ in tow. They gorged on pizza while watching He's Just Not That Into You, one of Penny and May's signature chick flicks. MJ, to Penny's surprise, seemed to really enjoy the film with them, laughing and gasping at all of the right moments around mouthfuls of cheese.

Of course, she could've been faking it just to appease them, but Penny liked to think that there was a tiny part of her that secretly enjoyed rom-coms.

By half past midnight, May was passed out on the couch and MJ had curled up in an armchair, her toenails now painted hot pink. Penny, close to falling asleep herself, scooped up the pizza box and cans of soda to toss out with the rest of the trash. Normally she'd wait until morning, but the whole super-strength thing made her pretty comfortable being out at night, and she wanted a few moments to process what had been a really loaded day.

First of all, there was the matter of Nick Fury. It'll be fine, Penny reasoned. He can wait a few weeks for me to get back from vacation, and he's got plenty of other people he can call if things are really that bad. It's not on me.

Then there was the incident with the reporters and peoples' expectations and Mr. Stark and her almost-panic attack… that can wait. I should probably deal with this now, but… yeah. It'll have to wait.

And MJ thought Brad Davis might be a douche, but she hadn't even been able to figure out she was Spider-Man, so could she really be all that sure about him?

And Flash…

Seriously, what the hell was up with Flash?

I guess that'll have to wait, too, she concluded, shoving the last pizza box into the recycling bins and sleepily climbing back up the stairs to her apartment. Status of Penny Parker's mental health: not good. I really need this vacation.

Spider-Man and all of his problems can wait, she decided with finality, closing their front door as quietly as she could. She tip-toed to her room, careful not to accidentally step on any of the squeaky floorboards. No one should need him for the next few weeks, anyway. She collapsed on her bed and curled up under her covers, already feeling herself drift off into dreamland.

No one'll miss Spider-Man for just a teensy bit.