A/N: Ahhhh thank you guys again for the reviews! They are super encouraging and never fail to put a smile on my face. Also please continue to send any ideas or thoughts for future chapters; I love to hear them!

This chapter got waaaay fluffier than I expected, which isn't a bad thing, but just took me by surprise. Sorry they're stuck on the airplane so long- I just kept on having ideas for what I wanted them to talk about!

Also, look forward to a little sprinkle of whump in the next chapter. Sorry, I just couldn't help myself...

Anyway, without further ado, please enjoy chapter 5! :))

"Wait, so you're telling me that Ant Man is your favorite Avenger right now?" Flash didn't bother masking the blatant disgust in his voice, but Penny laughed anyway.

"Yes! People don't give him enough credit. The guy is pretty awesome."

"He just gets small. Big whoop."

"Nu-uh. He also has the ability to become, like, 50 feet tall."

His eyebrows shot towards his hairline. "Wait, what? Since when?"

"Uh, isn't that, like, common knowledge now?"

"I didn't know he could do that," he admitted. "It's the first I'm hearing of it."

"Oh." Penny pressed her lips together in thought, squirming slightly in her seat. "Hm. Well… I guess only the major Ant Man fans know that?"

"I guess so," he conceded.

They were four hours into their flight, and Flash had yet to get answers to any of his millions of questions for Penny Parker. Granted, he hadn't yet attempted to ask any of them either, but that was just because he wanted to make 100% sure she was comfortable in their conversation before he sprung them on her.

Yeah, that was it. He definitely didn't forget his initial reason for sitting with her because he was very much enjoying himself while talking to her. Not at all.

"So who's your favorite Avenger, then?"

"Spider-Man," he responded without hesitation.

Penny pressed her lips together again, this time to stifle a laugh. That and the teasing glint in her eyes made Flash feel like he was missing out on a private joke.

"What, you got something against Spider-Man?"

"No, no, not at all! He's great! And I want to hear every single detail of why you like him so much." She pulled her knees to her chest, propping her elbow against them and resting her chin in her palm. "Go on."

"Well, if you insist." And she really didn't need to. Flash could go on about his favorite hero for hours. "First of all, he's hilarious."

She beamed at him, and her sudden smile made his chest flutter a little. Indigestion from airplane food, probably. "You think he's funny?"

"Y-yeah, of course!" He cleared his throat, willing his tongue not to trip up. "Haven't you seen the YouTube videos people post of him fighting crime? He's got an insanely sharp wit."

"Yeah, I've seen them," she said, maintaining her teasing tone. "What's your favorite Spider-Man one-liner?"

"Geez, Parker, you're going to make me choose? Do you know how impossible that is?"

"Okay, okay, just pick one of your favorites."

He stilled for a moment, and then his face twisted into a crooked grin. "I think I'm gonna have to go with that time he was taking down that group of middle-aged thugs while only speaking in Tik-Tok references."

Her eyes brightened and she bounced eagerly in her seat. "Oh my gosh yes! They literally had no idea what was going on!"

"And they kept on asking-"

"-Who the hell are you talking about and why are they dancing like a stripper?"

They collapsed into peals of laughter, stifling themselves with their hands to quiet their giggles when a snobby looking woman seated across from them lifted her sleep mask and shot them a dirty look.

"Ahhh, that was classic," she gasped, wiping tears from her eyes.

"Okay, okay," he said, still recovering from the fit of mirth. "Reason two: he's super powerful. Like, sure the web shooters are cool and he's got a great suit, but he's also crazy strong and dexterous. He's probably an ex-acrobat or something."

"True," she agreed. "He's strong, but so are all of the Avengers. And plenty of them have good senses of humor too. So why does Spider-Man in particular stand out to you?"

"I'm getting there. Three-"

"He's got a great ass?"

"What?" Flash whirled on Penny, who was cracking up again.

"Kidding!" She playfully shoved his shoulder with more strength than she thought her capable of.

He spluttered a bit before finding his words. "W-what the hell, Parker? You weirdo!"

"Hey, we've all seen the fan blogs! I'm just the voice of the people here, and the people love Spider-Man's butt. I just figured his number one fan, Flash Thompson, must also be into his sweet caboose."

He rolled his eyes at her, returning the shove with less force. "Oh, so you're one of those Avengers fangirls, are you? Got a crush on Spider-Man?"

She snorted so loud the sound seemed to echo around them, and she immediately clasped her hands over her mouth and nose.

A few people shushed them, but Penny didn't seem to notice, practically hyperventilating with silent laughter. Flash was completely and utterly baffled by this girl. She found the weirdest things funny.

He decided to voice his thoughts. "You find the weirdest things funny, Parker."

"Oh really? Most people say I have a great sense of humor." She grinned at him again, dimples indenting her cheeks.

She has dimples. Did she always have dimples? Did I always find dimples this cute?

"Uhh… what were we talking about again?"

"Spider-Man. And all of his many amazing qualities, including his butt."

"Right. Thanks for derailing my list."

"You're very welcome."

"I didn't mean- ugh, whatever. Thirdly, and the reason he stands out from the rest of the Avengers, is that he's completely selfless."

Her grin softened into a more serious expression. She clearly hadn't been expecting that to come out of his mouth.

"What, you disagree?"

"No, I mean… he puts his life on the line and whatnot, but so do all of the heroes, right?" She shrugged, almost self-consciously. "It's what heroes do. No biggie."

Flash shook his head. "But Spider-Man does it all anonymously. Not saying that every other hero is kicking butt for the clout, but we know for a fact that all Spider-Man cares about is helping people. He could use his abilities for fame, wealth, or power, but he doesn't. No one knows who he is, so he can't reap the benefits of his work. Hell, the guy started off wearing a crappy, handmade sweatsuit thing and probably would've kept wearing it if Tony Stark didn't discover him, so you know this guy doesn't come from money. But he doesn't use his skills to put himself above anyone- he only uses them to help others. And I guess I really admire that because…" He trailed off, scratching his ear sheepishly. "Eh, forget it."

"No, go ahead." He glanced over to her, stiffening when he saw how close they had become. She was leaning in, magnetized by his words. "I'm listening."

He felt his heart thudding in his chest. The words fell out without him even realizing what he was saying. "I really admire that because… If I was born with or somehow got superpowers, I don't think I'd do the same. I think I would be selfish with them. I'd tell everyone who I was, and I would gladly reap the benefits."

What the hell, dude. Where did all that come from?

He was supposed to be flirting with the girl, not making her hate him more than she already probably did. Flash expected Penny to sneer at him, to laugh at him, maybe even shrink away from him.

Instead, to his surprise, she stayed right where she was, nodding slowly in understanding.

"Yeah. That would be the temptation. But... I'd like to think that you would surprise yourself in that situation. You have a good heart, and that's what it would come down to. You would want to help people, Flash. That would be your goal."

He snorted at the comment, even as he fought the lump that suddenly formed in his throat from her words. It seemed Penny Parker had way more faith in him than he had in himself.

"And what makes you think that? After years of tugging your pigtails, knocking your books out of your hands, laughing at your expense every chance I got… what the hell would make you think I have a good heart?"

"You didn't laugh when I walked into class with a black eye," she whispered.

And there it was. She was responding to his vulnerability by opening up herself. She had bared her neck to him, and he was poised to strike.

But he didn't want to ruin the moment by demanding answers again. He didn't want to make her flinch, shrink back into herself and force out another excuse.

He didn't want to take advantage. He was still going to get answers, but answers could wait.

Her eyes were sincere, boring into his own with a steadiness that left him breathless. A dark curl loosened from her bun and fell onto her cheek, obscuring his view of her face. Thoughtlessly, he reached out a hand to brush it behind her ear.

"Oh my gosh, there are cookies in first class?"

The moment was broken. Penny had shifted her gaze to the flight attendant heading their way with a cart full of warm, fragrant cookies. He quickly dropped his hand before she could see he had lifted it.

Woah. Where had that come from?

He tried to quickly regain his cool. "Yeah. Beats airplane peanuts, right? Not that you could eat them anyway."

"Huh?"

He blinked at her. "Because of your peanut allergy, Parker. You swelled up like a cherry tomato in middle school when you accidentally ate that bag of cracker jacks, remember?"

She chuckled at the memory, which rubbed Flash the wrong way. It wasn't a pleasant memory for him. She had to be carted off to the hospital that day. They didn't get along back then, of course, but he still was terrified seeing her frail form all red and blotchy being lifted into the ambulance.

He had written an anonymous get-well note and stuffed it in her locker when no one was looking the next day.

"Yeah. I'm over the allergy now."

"You're… what? Just like that, you're not allergic to peanuts?"

She shrugged. "Peanut butter's my fave."

"You had a severe allergy! And all of a sudden you don't?"

"Here, I'll prove it." She turned towards the flight attendant, who had just arrived at their row.

"Would you two like a cookie?" Her tone was pleasant, and she flashed them a professional smile.

"Two peanut-butter cookies, please!"

Before Flash could protest, she handed Penny the cookies, swiftly moving down to the next row.

"Here." She handed him one of the cookies. "Bottoms up!"

His heart stopped as she took a dramatic bite into the pastry, humming with pleasure as she chewed. He waited for her face to swell, for her throat to close up, for her arms to break into hives…

Nothing happened.

"See? Told you." She finished off her cookie with two more bites.

This girl was unreal. He mentally added her disappearing allergy to his list of unsolved Penny Parker mysteries.

"Alright, alright, I believe you." He bit into his own cookie, savoring the sweet flavor. "But you could've at least let me pick my own flavor of cookie," he argued, mouth half-full.

"Oh, please. We both know peanut butter is your favorite."

He grinned, shoving the rest of the cookie in his mouth. Observant girl, huh?

She was right.

Penny slowly felt her consciousness return to her, still foggy with the heaviness of sleep.

Hmm… it's warm… and comfy… I don't want to move…

But she didn't hear the never-ending sounds of Queens traffic that she would consistently hear through her bedroom window. Or the sound of the fire alarm that would often rouse her when May attempted to make breakfast.

Where am I again?

A voice, sounding muffled in her exhausted state, came to her. "Attention, passengers. We will be arriving at our destination in 10 minutes."

Oh, yeah, she thought with a lazy smile. I'm on vacation.

She kept her eyes closed, not wanting to let go of her relaxed state. For the first time in a long time, Penny was perfectly content.

As she slowly grew more aware of her surroundings, she noticed a weight that had settled on the top of her head, and there was something soft pressed against her cheek, keeping it warm. She furrowed her brow, but continued to keep her eyes closed. Right now, she could think of nothing heavier than her own eyelids.

Do these seats have warmers in them? And is Ned using my head as an armrest again?

Reluctantly, she flitted her eyes open for a second. Oh. It's just Flash. She closed them again.

And then she was wide awake.

Flash?!

Her memories flooded back to her. She made a miserable attempt to sit next to Brad on their flight, but ended up in first class with Flash. They were talking, actually having a pretty good time, a really good time if she was honest with herself, but exhaustion from her lousy 5 hours of sleep the night before finally hit her, and she found herself nodding off.

And she nodded off right onto Flash's warm, surprisingly comfortable shoulder.

And he fell asleep with his cheek resting on her head.

And yes, she was Spider-Man and often maneuvered herself out of sticky situations, but how the hell was she going to get out of this one?

Her thoughts must've been loud enough to infiltrate Flash's own brain, because she felt him gently stir. Panicked, she shut her eyes again and willed her body to go limp.

The pressure on her head was removed. "Ugh… what time izzit," Flash mumbled sleepily.

He shifted slightly, and then stiffened. Penny kept her face as still as possible. She couldn't see him, but she could feel his eyes on her.

He sighed, and she felt his breath tickle her ear. "Geez, Parker. What are you doing to me?"

Uh, fake sleeping on your shoulder. But you don't have to know that.

And then his hand was on her forehead, brushing the loose curls off her face, and her mind went blank for approximately five seconds.

Which, for a girl whose brain was normally a chaotic jumble of questions, theories, bad puns, and thoughts of Brad Davis shirtless, was a lot.

…

…

He's not… there's no way… does Flash..?

And then the hand that was so delicately caressing her face sharply flicked her forehead with a loud thwack.

"Yooo, earth to Parker!"

"Ahh!" She bolted upright, smacking her head into Flash's nose in the process. "Shit, sorry!"

"Owww!" Flash leaned away from her, hands cradling his nose. "Geez, Parker, invest in a softer forehead!"

"I said I was sorry! And you're the one who thought it would be funny to attack me in my sleep, so-"

"Well you were the one drooling all over my shirt which probably costs more than your entire wardrobe-"

"I do not drool!"

"Yeah? Tell that to this spot on my shoulder!"

"You drooled on yourself, Flash!"

"I do not drool!"

"Well neither do I!

"Ugh, thanks to your forehead, my nose is bleeding-"

"It's not even bleeding," Penny huffed, rolling her eyes. How could she have thought for a second that Flash was into her?

A huffy silence lapsed between them.

"...Sorry for flicking you," Flash mumbled, removing his hands from his nose once he decided that the damage was minimal.

"It's okay… sorry for hitting your nose." She wasn't about to tell him that she jumped up so suddenly because she was already awake and on edge because he was caressing her forehead.

Not everything needed to be said out loud.

After getting off the plane, Penny hurried away from Flash and weaved her way over to Ned and MJ, pushing thoughts of what had just occurred to the back of her mind. "Hey, guys!"

"Hey yourself. How was nine hours sitting next to Flash Thompson? Discover anything new?" MJ raised a dark eyebrow. Leave it to her to bring up the one thing she didn't feel like talking about.

Penny, remembering her conversation with MJ the night before, flushed a little at the insinuation in her tone. She rolled her eyes to hide her discomfort.

"He's not a serial killer, MJ. Or jealous of me. Or in love with me. Actually, we had halfway decent conversation," she admitted.

And we fell asleep on each other and he touched my hair when he thought I was still sleeping, but they don't need to know that. We'll process out that little series of events later.

Or, preferably, never.

Clearly unsatisfied, MJ nodded once. Penny figured she would be prodded for more information later.

She turned to Ned, a question poised on her tongue, but the faraway look in his eyes stopped her short. "Ned? You okay?"

He seemed to notice her for the first time. A dopey grin spread across his face. "Oh, hey Penny!"

"...Hey." She made a face at MJ, who shrugged in response.

Betty Brant approached them, sporting an equally dopey-looking smile. She held out one of her bags to Ned. "Hey, babe, can you hold this for me, please?"

"Yeah, of course!"

Penny's jaw dropped as Betty planted a chaste kiss on his cheek. "Thanks," she giggled. Before she strode off, Ned playfully tapped her nose, eyes full of adoration.

Penny and MJ exchanged wide-eyed glances. Ned was still staring off after Betty, and MJ cleared her throat to get his attention.

"Hm?"

"What was that?" He looked completely lost, so she gestured towards Betty as explanation.

"Oh!" A dreamy smile took over his features as he wistfully watched the blonde talk to Mr. Harrington. Penny couldn't decide whether she thought this was adorable or gag-worthy. "Well, we actually got to talking on the plane, and it turns out we have a lot in common. So, uh, we're boyfriend-girlfriend now."

If Penny had been drinking anything, she would've done a spit-take. Ned Leeds had a girlfriend? Comic book reading Ned? Lego playset obsessed Ned? Ned?

"Cool, man." MJ, completely unphased, slapped him a high-five, leaving Penny spluttering by herself.

"Wait, whatever happened to being an American bachelor in Europe?" Ned glanced back over to her, his eyes still glazed with love.

Ew, was that what she looked like when she thought of Brad? She really hoped not.

"Penny... those were the words of a boy." His tone was solemn and serious. She stared at him like he had grown a third arm, but he ignored her and continued. "That boy met a woman. A very strong and powerful woman. And now, that boy's a man."

As un-Ned-like as that speech was, Penny could see that he was unwavering with his feelings. She would be a total dick not to support her dearest friend, right?

"Wow. Okay, then. Congrats, dude." She shook her head in disbelief, but smiled anyway.

Sure, she'll go with adorable.

"Babe?"

Ned brightened at the sound of his new girlfriend's voice. "Coming babe!"

And then he was off by Betty's side.

"Wow. I never thought I'd see the day," MJ admitted, resting her elbow on Penny's shoulder. "I feel like a proud distant aunt."

Penny cocked her head. "That's oddly specific…"

"I'm not proud enough to be a regular aunt. Just trying to be honest."

"I got ya. So who'd you end up sitting with?"

"Mr. Dell."

Penny grimaced, but MJ just shrugged. "Don't worry, he was knocked out the whole time. I entertained myself by bouncing peanut shells off his head. And by sketching Brad in complete misery."

"What?"

In response MJ pulled out her sketchbook, gesturing to a page full of sketches of Brad. She pointed to one where he was cringing away from Mr. Harrington, who was shoving a phone in his face.

"That was when he was showing his ex-wife's Facebook album of her new family. Pretty sad stuff." She smiled wistfully. "I'd love to watch a documentary on his life. That would be the perfect combination of funny and depressing."

"Yikes. Poor Brad…" Penny swiveled around, trying to spot him in the swarm of travelers. He was standing near Ned and Betty, likely hearing the good news of their new relationship firsthand.

After a beat, he locked eyes with her. He looked a little disheveled and more than a little tired, but still as beautiful as ever. He grinned and waved enthusiastically at her, and she returned the gesture with equal glee.

MJ silently watched the exchange. "Sooo… the plan is still in action?"

"Yeah, of course! Why wouldn't it be?"

"Because when I went to the bathroom I snuck into first class to check on you and saw you snuggling up with Flash Thompson."

Penny could've fainted on the spot. "What?" She squeaked.

"Because when I went to the bathroom I snuck into first class-"

"I heard you the first time! I'm just- it wasn't like that, okay?"

"Mhmm."

"No, seriously! I'll admit that I'm starting to think Flash isn't such a terrible guy, or maybe he's just finally maturing or whatever, but I'm not into him. And he's not into me."

MJ raised up her hands in surrender. "Alright, Parker. I'll back down for now."

Penny shot her a grateful smile as they collected their bags and started towards the exit. "Thanks. Maybe when we get back to Queens we can talk more about Flash and my nonexistent love life, but we're in Venice. Let's just enjoy ourselves!"

She was here to have a good time with friends, enjoy vacation, and to shamelessly flirt with Brad Davis, not to allow her thoughts to be consumed with Flash Thompson.

But for some reason, the thought made her frown. After the time they just had on the plane, imagining the rest of her trip without him somehow involved felt wrong. Sad, even.

Of course, if Flash ended up becoming one of her friends, which was looking very possible at the moment, then it wouldn't be a big deal if she hung out with him more too, right? She'd been saying all along that she was most looking forward to hanging with her friends on this trip. Also, now that Ned was otherwise occupied, she'd have more time on her hands anyway.

Still striding alongside MJ, she peeked at the ex-bully out of the corner of her eye. He was engrossed with his phone, not noticing her gaze whatsoever.

He's a friend, Penny decided. It makes sense that I'd want to hang out with him more.

That's what friends do.