A/N: Hey babes! So sorry for waiting so long to update- I just got through my finals and have been absolutel d.

The reviews I've received have been super encouraging! It was thanks to you all that I finally gathered the will to finish this chapter!

I'll try to keep the schedule more regular moving forward. Please enjoy more awkward teenage shenanigans WOOT WOOT~

"Look, Penny! We can play Beast Slayers for the whole flight!" Ned smiled at her with far too much enthusiasm for 8:00 in the morning, pulling out his laptop. "We'll feel like we're in Italy in no time!"

She smiled back at him before craning her neck to the back of the plane, eyeing Betty Brant's spot with blatant jealousy. As much as Penny absolutely loved her best friend, he was not who she wanted to be sitting next to for the next 9 hours.

Between the drive to the airport, checking-in, going through security, and then waiting to board, Penny had plenty of time to devise her plan. It was perfect, really. The moment they were called up to board, she would bolt to the front of the line, realize that she had "accidentally" misplaced her passport, and then conveniently find it once Brad was directly behind her. She would then board the plane, lingering just long enough so he was right on her heels, snag a spot with an empty aisle seat next to it, and then make a loud comment about how she was going to watch Monty Python and the Holy Grail (his favorite movie) with her dual headphone adapter.

Of course she could always just ask him if he wanted to sit with her… but Penny figured her plan was simpler.

And then cue Mr. Harrington with his assigned seating chart.

She knew the man meant well placing her next to Ned, and she knew there were far worse options for seat mates (Flash had been the only one able to afford a first-class ticket, so she was at least saved there), but so much of her overall plan hinged on this first part. The plane was supposed to be the initial mood-setter, the amuse-bouche to the overall trip experience.

And now he was sitting next to Betty, and while Penny had no confirmation that she was into him, about half their grade seemed to be in love with the guy according to MJ, and she didn't want to take any chances here. Betty was pretty and intelligent, and while Penny genuinely loved the girl and considered her a friend, seeing her get together with Brad on this trip would be a total gut-punch.

Penny hesitated a moment, glancing back at her best friend. She didn't want to hurt his feelings, but she was nothing if not determined.

"I need your help to sit next to Brad," she blurted, wincing as his smile dropped.

Ned sighed, closing his laptop. "Seriously?"

"Yes, seriously."

"What about our plan? American bachelor and bachelorette in Europe! Don't make me list off members of One Direction again, Penny!"

"That's your plan! That's a solo plan, Ned. C'mon, this is my plan!" She pulled her Penny Parker puppy eyes on him. "Please?"

Ned sighed again, this time in resignation. "Fine. This is only because I love you, Penny. No hetero." He stood up from his seat, glancing around to check for Mr. Harrington.

She beamed at him gratefully. "I owe you, Ned! Thanks a million!"

"Yeah, yeah." He ruffled her already-messy hair and slid out of the aisle, waving at Brad and Betty to get their attention as he headed towards them. Penny resisted the urge to watch, keeping her eyes glued to the seat in front of her.

Of course, there were perks to being bitten by a mutated spider, including totally sick enhanced hearing that allowed her to tune into the conversation anyway.

"Hey, guys. Uh... there's an old lady in front of us wearing a crazy amount of perfume and it's kind of setting off Penny's allergies."

Penny covered up a smile with her hand. Ned's lying skills were really improving- was that a good thing? Was she a bad influence?

Yeah, probably.

"So, Betty, if you could switch seats with her, that would be-"

"She's allergic to perfume?"

Uh-oh. Betty wasn't buying it. Unless she was just annoyed because she was into Brad? Penny couldn't tell. Either way, this wasn't good.

"Yeah, yeah, because it- it makes her eyes water, and she can't really- uh…"

He was fumbling for words. Focus, Ned, focus, Penny silently pleaded.

And then Mr. Harrington chimed in. Her heart sank faster than the Titanic- which actually took close to three hours, so maybe that wasn't the best comparison. Her heart sank faster than a boulder in a kiddie pool. Sure, let's go with that.

"Penny has a perfume allergy?" She heard him ask. "From experience, perfume allergies are no joke. I can feel hives breaking out already. Brad, stand up."

Busted.

Now she turned around in her chair, staring back at Ned in acute horror. Mr. Harrington was already starting to move everyone around, switching Brad and Ned, gesturing for Penny to move to the back with him, searching for another open seat-

Penny could see it all now. She would spend nine hours next to Mr. Harrington, forced to listen to story after story about his ex-wife and her new family down in Houston, and then he would knock himself out with some ambien and snore endlessly for the final three hours.

She should've stuck to playing Beast Slayers with Ned.

But none of that ended up happening. Penny was spared from an excruciatingly uncomfortable plane ride from the most unlikely of heroes.

"Mr. Harrington-" they called, causing the students and teacher to swivel towards them. Penny felt her jaw drop as she ogled her rescuer.

Was this really a better alternative though?

"Parker can sit with me," Flash declared triumphantly. "I reserved an extra seat in first-class next to mine so I could have more room, but I don't mind giving it up."

His plan was working perfectly. Thank goodness he was lingering by business class and overheard their conversation- he got a few dirty looks from the flight attendants when they had to squeeze past him, but it was totally worth it.

Penny looked relieved, confused, annoyed, and uncertain all at once. "Oh… you don't have to- I-I mean you paid for the seat so…" she trailed off, shifting her gaze between him and Mr. Harrington.

"I insist." He smiled triumphantly at her, a knowing look in his eyes.

His father had taught him the power behind the simple phrase "I insist." They were magic words, deeming the individual incapable of refusing whatever favor was being offered.

Mr. Harrington paused for a moment, letting Flash's words sink in.

And then…

"Well, nothing beats a first class seat! And you'll be safe from the perfume. Go on, Penny, and let me know if you continue to have any problems- I have my inhaler on hand, and you're always welcome to use it!"

And, like a charm, they worked again.

Penny hesitantly grabbed her carry-on from the overhead bin and shuffled towards him. Mr. Harrington continued rearranging the other students- Flash suspected it was just to force some poor kid to sit next to him and listen to his life stories, which were, for the most part, depressing and about his ex-wife.

God, that guy really needed to get a therapist.

She followed him to their seats silently, stopping only to shove her carry-on in another compartment. She continued to eye him suspiciously- he could practically feel her stare burning the back of his head.

Unlike the back of the plane, where everyone was crammed together in long rows, the first-class section allowed individuals to sit comfortably in pairs of seats with plenty of space and other accommodations. It was true that Flash typically bought out two seats at a time so he could have extra room and not be forced to listen to some stranger's yammering, but this time he was planning on giving up his extra spot all along.

"Aisle or window seat?" He asked politely once they had reached their row.

He could feel her suspicion grow exponentially.

Is she on to me? He wondered to himself, starting to get irritated at her lack of response. He was being polite, after all. Leave it to Parker to take a gesture of goodwill completely wrong.

"Aisle," she stated decisively after a long moment. "So I have somewhere to run to when you try and smother me with your travel pillow."

He laughed drily. "Ah ha ha, good one, Parker. And don't step on my stuff."

He slid into his seat, Penny following suit. "Seriously, though. What gives?"

"What do you mean?" His tone was innocent enough, but she narrowed her eyes at him.

"You- sorry, I mean your father- spent thousands of dollars getting you these seats. Why would you just give one up? And to me?"

"Perfume allergies are serious business. I was just being a good samaritan."

"Oh, c'mon, you knew Ned was lying!"

Flash raised his eyebrows in genuine surprise. "Ned was lying? What, are you and tubby having a fight? Couldn't stand sitting with each other?"

"First of all, don't call him that. Ned was doing me a favor, actually-" she stopped suddenly, flushing a little. "Nevermind."

Now it was Flash's turn to narrow his eyes. The secrets and deceit just never stopped with this girl. First she had Ned lie for her, and then she tried to cover it up- she was going to be a messy web to untangle.

Flash paused a moment, considering his angle. He needed to get this girl to talk, but she didn't have an ounce of trust in him, even after his generous offering of a better seat. He wasn't going to get anywhere by threatening her or being blunt about it- she would just shut down like she always did.

So he'd have to try another route. Befriend her? He inwardly shuddered at the thought of what that would do to his social standing. But it could work. If she was so eager to be friends with the losers she surrounded herself with, she would leap at the chance to hang with him.

Then again, she had notoriously terrible taste in friends, so once someone who was actually somewhat cool came around (A.K.A. Flash Thompson), she probably wouldn't recognize his awesomeness and just go off frolicking with her Lego playsets and fellow geeks.

Friendship was out, then.

But maybe he could… flirt with her?

The thought seemed to come out of nowhere. Never, not for a second in his entire life, had he thought of Penny Parker in any sort of romantic sense.

Sure, he could admit that she had gotten far less homely once she hit high school. Her frizzy mess of hair smoothed out into soft curls, and her overly-large brown eyes became less startling and more endearing, fitting her face in an almost pretty-ish way.

Some of the guys in their grade swore that she had developed some muscle definition in recent years as well, declaring that it softened her sharp, scrawny form into something more firm and toned. Jason had even said she had gotten hot, "a solid 8.5 out of 10," he'd said.

God, was that weird to hear. This was Penny Parker, he reminded them. Flash nearly smacked him upside the head. Because, yeah, no girl should be talked about like that really, but especially not that girl.

Because, sure, she was easy on the eyes and all, but she was still the same girl who vomited onstage during their 4th grade orchestra concert, the same girl who had to wear braces for 4 years because she refused to give up popcorn and kept breaking them, the same girl-

"Dude, you're really starting to freak me out."

Flash blinked himself out of his stupor. To his embarrassment, he realized he had been staring at the girl, lost in thought.

Pretending he had a crush on her would be nearly impossible.

But it was worth a shot.

"Sorry. I was just thinking."

"Okay. Just maybe shift your gaze slightly to the left next time."

"I was also noticing how nice your…" He trailed off, eyeing the girl for something to compliment flirtatiously. Her hair was scooped up into a scrunchie, curls flying everywhere, her T-Shirt was faded and fraying at the ends, and her leggings had a hole in them.

This girl just wasn't going to make it easy on him, was she?

"... How nice your eyebrows look," he finished lamely.

Eyebrows. Really Flash? A girl as pretty as her, and you compliment her eyebrows?

And when did I start thinking Penny Parker was anything remotely close to pretty, he realized with a start.

"My eyebrows? Are you hinting that you're going to shave them off in my sleep or something?"

"Wha? Shave them…? No, Parker why would I-" He sighed dramatically, dragging a hand down his face. "I was just trying to say something nice, okay?"

She drew her eyebrows together, pausing for a moment. "Really?"

This was encouraging. At least she wasn't accusing him of trying to attack her face. "Yes, really. You know, normal human conversation."

"Oh." She leaned back in her seat, drawing her knees into her chest. "Well. Thank you. You also have, uh, nice… eyebrows."

"Thanks." He continued to watch her, but her eyes were focused on her shoes. He was just about to give up on furthering the conversation when she spoke up again.

"And also… thank you for saving me from sitting next to Mr. Harrington. That was really nice of you."

He straightened in his seat. Now they were getting somewhere. "You're welcome."

"Why were you standing near us, by the way?"

Because I wanted to find a way to get you to sit with me, he thought.

"Because I wanted to compare third class with first. Make sure I'm actually getting a sweet deal, you know?"

She rolled her eyes at him. "Yeah, that makes sense. Do you always get two seats?"

"Of course. I don't like talking on flights, so I'd rather sit by myself."

"But you're talking to me," she pointed out.

"True," he amended, "but I like talking with you."

While she gawked at his statement, Flash realized flirting with Penny Parker was a little easier than he thought.

"Wait, since when do you like talking to me?"

"Don't get me wrong, Parker. You are one of the biggest dorks on the planet. But you're also exceptionally smart, and you're anything but boring."

"I can't tell if I've just been complimented or insulted."

"I'd consider it a compliment."

"Hm. Fair enough." She quirked her lips up in what was almost a smile, shaking her head to herself.

Winning her trust. That's all you're doing. You're going to make her trust you, and then she'll spill her secret, and you can finally have the satisfaction of knowing the truth behind Penny Parker. It's not about enjoying the conversation, he thought.

That's just an added bonus.