A/N: Hey guys, I know it's an early update, but I couldn't help myself. For some reason I've been a writing machine these past few days- I'm currently working on chapter eight right now. It's a wild time.

As always, your reviews mean so so much to me! Every time I get a notification for another review, my heart soars. You guys are the best. It's good to know people are enjoying this genderbent SpideyFlash idea as much as I am!

Also, I don't know if anyone is interested, but I created a Penny Parker Pinterest board (try saying that five times fast) featuring my visualization of her appearance, fashion, and general aesthetic. I also included some cute couple-y things that made me think of her and Flash. I originally created it just for myself, but if you're interested in checking it out, I put the link in my profile bio!

Finally, I know I mentioned last time that there would be some whump in this chapter, but this ended up being way longer than I thought, so that'll be coming next week. Trust me, though; it's worth the wait.

Anyways, here's chapter six! Enjoy :)

Penny hoped her mini heart attack at the airport would be the most dangerous part of her entire summer trip, because she really wasn't interested in dealing with any more surprises.

There she was, innocently strolling towards the rest of her friends while chatting with MJ, when all of a sudden a rather intimidating security guard with garlic breath stopped the girls for a quick inspection.

MJ didn't even flinch when the dogs started sniffing at Penny's luggage, telling her she'd ask Mr. Harrington to wait up while her bags were checked.

"Hopefully they don't find your stash of cocaine," she whispered jokingly, a devious grin on her face as she raced off towards the exit.

Penny, on the other hand, was already panicked.

Oh my gosh, there's a bomb in my luggage! Wait- I didn't pack a bomb. Oh my gosh, there's a machine gun in my luggage! Wait- I didn't pack a machine gun. Oh my gosh-

Her brain could be annoying sometimes.

"There's nothing in there, I swear," she squeaked once the security guards had ushered her to the front desk. The woman holding her suitcase arched an eyebrow and opened up the case, revealing, to Penny's horror, the bright red and blue hues of her Spider-Man suit.

You almost forgot this! XOXO -Aunt May, read a post-it note laying on top of it.

Damn her Aunt May. She was nothing if not loving, thoughtful, and over-prepared.

Penny stared at the woman, her eyes wide as saucers. The woman stared back, unimpressed.

She touched the suit. Penny tensed, her throat tight.

She pushed it aside, grabbing the banana that was partially concealed by the outfit.

"This, no."

Penny could have cried on the spot.

After a stuttered apology, a promise never to pack any food whatsoever on future trips, and a forced smile, she slammed the suitcase shut and raced towards the exit at full Penny Parker speed (which was maybe a fourth of Spider-Man's), joining the rest of her class.

"They find the cocaine?" MJ wrapped an arm around Penny once she got there, and she released a nervous laugh, leaning into the comfort of her friend.

"Nope. No cocaine found here."

"Eh. They'll getcha next time."

The following three hours in Venice were pure, unadulterated bliss.

Together, the students had boarded a small boat that whisked them towards their waterside hotel. And this time, Brad had saved her a spot, waving Penny over while flashing her his heartbreaking grin.

It was close quarters, their knees knocking into each other with every tilt of the boat. At one point they put on a sudden burst of speed, and although Penny's balance was perfect, he placed a protective hand on her back to keep her from toppling over.

She felt like swooning. Penny was in heaven.

The only distraction from her lovely conversation with Brad about Venetian history (he was a history buff too! Could he get any hotter?) was the sudden goosebumps up and down her arms, signaling to her that someone was watching her intently.

She glanced behind her, and she could have sworn that Flash Thompson had just whipped his head towards the shoreline, feigning interest in the beautiful architecture.

She checked her reflection on her phone screen to make sure he hadn't written anything on her forehead in her sleep or something, but nothing seemed out of the ordinary.

Huh. Weird.

Her spirits stayed lifted even when they reached their destination, which was a rather shabby, waterlogged hotel that would've made HGTV fans faint on the spot.

It's still vacation, she reasoned with herself. And who cares where we sleep? It's the sights that we're here for!

"Tell me we're not staying here," MJ deadpanned, wrinkling her nose once they stepped inside.

"This place is sinking," Flash added, inspecting his now soaking-wet shoes with disgust.

Mr. Harrington's enthusiastic smile became even more forced. "I think you mean charming!"

Penny raised her eyebrows at the moat-like structure in the floor, pausing before stepping into it like several other students accidentally had. Suddenly, she felt two strong hands grip her waist, gently lifting her up and over the water to the dry floor on the other side.

Heart skittering, she whirled around once she was released, smiling at Brad. "Th-thanks," she said shyly.

"No problem. Didn't want you getting your shoes wet."

Penny's shoes had cost her $15 and were from Payless. But that didn't make the gesture any less sweet.

She would have offered to lift him over the water as well, but it wouldn't make sense for a short, skinny girl to be able to carry a six foot tall, athletically built boy with ease. So instead she stepped back, allowing him room to cross the moat himself.

"Wait for me once I put my bags away? We can explore the city together." It was hardly a question. They both already knew how she'd answer.

"Sounds like a plan!"

He flashed her one last grin before catching up with the other guys, who were running up the stairs and loudly claiming rooms and roommates.

Penny searched for MJ, and then found her getting dangerously close to the mangy looking cat sitting at the front desk. It hissed at her, and she hissed back. Then it purred, rubbing against her outstretched hand.

Penny shook her head. Sometimes she swore MJ had secret powers of her own.

She got down on one knee, clearing her throat to get her attention. "Michelle Jones, will you do me the honor of rooming with me for the duration of the science trip?"

She pursed her lips, considering. "Only if we pick a room that lets us see into other people's houses. And if Bellatrix can stay with us," she added, stroking the cat under its chin.

"You named the cat after a Harry Potter villain?"

"No, I named the cat using the Latin term for warrior."

"Fair enough."

They gathered their luggage and began heading for the stairs, just as Mr. Dell shouted "Okay everybody. Drop off your bags off and we're gonna meet at the Da Vinci museum at 3. Let's go!"

"Vamanos!" Mr. Harrington added.

"It's andiamo," MJ corrected cooly, climbing the stairs with Penny on her heels.

"Andiamo!"

Just before they had reached their rooms Mr. Dell shouted, "When in Rome, you do as Romans do. When you're in Venice, your socks get wet!"

Brad was true to his word, meeting Penny at the front door seconds after she had gotten there herself. MJ insisted that she would be fine off on her own, that she wanted to do a little solo antique shopping, and Ned was joined at the hip with Betty, so she didn't feel bad selfishly spending all her time with Brad.

Well, to be honest, she did feel a little bad.

"How have all the guys settled in?" she asked once they began strolling into the city.

Even though I only care about one guy in particular. But it would be weird to ask him about one person, right?

"The rooms smell a little moldy," he admitted, wrinkling his nose, "but everyone seems okay with it. We're in Venice, right? Who cares where we're sleeping."

Her face brightened at this statement. "That's exactly what I was thinking!"

And just like that, she wasn't thinking about Flash anymore.

There was plenty to do in Venice. First, Brad led her to a stand that was selling brightly-colored, whimsical masks. They tried on a few, taking goofy selfies and laughing at each other's most ridiculous faces.

Then they were strolling by the water, and he pointed at Mr. Harrington fumbling with his camera, attempting to take a photo of himself.

"Should we go help him?" He started to step forward, and then froze.

They both grimaced as he unsteadily leaned over the edge of the pier, and, in a matter of seconds, dropped the camera into the water, watching miserably as it sunk.

Penny and Brad stared at each other. Brad snorted. Penny clasped a hand over her mouth to stifle her giggles.

And then they were laughing uncontrollably.

Then it was Penny's turn to lead the way, and she eagerly chased after a heavenly smell that she couldn't have even attempted to ignore. They ended up at a bakery, and Brad generously offered to buy them a couple of pastries.

Both munching on mouth-watering cannolis, they found a shady place to sit and observed the passersby, falling into easy conversation.

"That guy kinda looks like Ron Swanson from Parks and Rec."

"Really? He gives me more of a Bob from Bob's Burgers vibe."

"No, he doesn't- wait… yeah, no, you're right, he definitely does."

"Told ya."

And so on.

Just as they were ready to do more exploring, Penny made the mistake of feeding the last bite of her cannoli shell to a bird, resulting in a swarm of pigeons gathering around her like moths to a light bulb.

She giggled as one landed on her shoulder, tickling her cheek as it inspected her face for crumbs. Brad took the opportunity to pull out his camera and take a few shots of the sight, pretending to be an Italian photographer.

"Bella! Bellissima!"

She posed dramatically, her heart swelling with every compliment he shouted at her.

Yeah, they were just playing around, but it still felt pretty good.

Her Penny tingle told her she was being watched again, but she shrugged it off. Who wouldn't be staring at a crazy lady covered in pigeons?

After a few minutes of modeling he helped her shoo off the birds, and then bravely took her hand to lead her to their next destination.

"Ned and Betty rented a canoe," he said, pointing towards the couple. "How about we join them? There's a rental stand right over there."

"Well, it's getting close to three…" She glanced nervously at her watch. "I'd love to, but I'd hate to waste money on just a few minutes on the water."

"Alright, let's head to the Da Vinci then."

Her tingle went off again. From beyond Brad's shoulder, she spotted Flash eyeing them, and then swiftly glancing down at his phone.

"Actually… do you mind if I catch up with you there?"

"Sure. See you in a bit."

She reluctantly let go of his hand and gave a short wave as he sauntered off, looking slightly disappointed but still smiling pleasantly.

Wow. It's really nice to hang out with somebody who doesn't ask so many questions, she thought, watching him walk away with a grin lingering on her face.

And then she started towards someone who did the exact opposite of that.

"Hey, Flash."

He glanced up and nodded noncommittally, as if her standing there was a minor inconvenience to his day. "Hey, Parker." His eyes dropped back to his phone.

She resisted the urge to roll her eyes. She came over to be nice to him, not to reprimand him.

"How are you liking Venice?"

He shrugged, finally turning off his device and shoving it in his pocket. "It's pretty nice. But it's also the third time I've been here."

"Cool."

Wow, way to keep the conversation going, Penny.

She scrambled for something new to say- how come it was so easy to talk on the plane but so awkward now?- but Flash beat her to it.

"So Brad Davis, huh?"

She did her best to act confused, suddenly extremely uncomfortable. "Hmm? Brad? Brad Davis? What about him?"

"Oh my God, Parker, don't spaz out, it was just a comment."

"I wasn't spazzing! You're spazzing!"

He raised his eyebrows at her, and she sighed, leaning against a pillar dejectedly.

"Okay, okay, yeah. I'm super into Brad." She peeked up at him, gnawing on her lower lip. "Am I that obvious about it?"

"Yep. I was surprised your eyes didn't turn into bright red cartoon hearts with the way you were looking at him."

She groaned, putting her face in her hands. "Ugh, that's so embarrassing."

"Parker." He snapped his fingers next to her ear, causing her to look up at him. "It's not embarrassing."

She almost choked on her own spit. An opportunity for Flash to mock her for her silly schoolgirl crush, and he wasn't taking it?

Wow. He really was changing.

"It's… not?"

"Are you kidding me? That guy is equally, if not way more, into you." He shook his head at her, almost smiling, but not quite. "How do you not see it?"

She straightened, suddenly sheepish. "I mean, I hoped he was, but I didn't want to assume…"

"Parker. He literally grabbed your hand like this," he said, grabbing her hand in demonstration, "and was all like 'oh, Penny, let's get on a canoe, it'll be sooo fun and romantic!'"

She couldn't help but crack up at his horrible Brad impersonation. "He does not sound like that!"

"He does when he's talking to you! And you want me to let you in on a little secret?"

She nodded, leaning in conspiratorially.

"'Canoe ride' is guy code for 'hardcore makeout sesh.'"

She clapped a hand over her mouth, now beet red. Flash snorted at her distress, clearly amused.

"WHAT?"

"It's true!"

She moved to cover her face with her hands in disbelief, suddenly having a strong urge to hide, but both she and Flash realized at the same moment that their hands were still intertwined.

Hastily they let go, each shoving their hands in their own pockets.

"So…" she finally said after a beat. "Brad wants to makeout with me on a rental canoe?"

"Yeah. He was pretty obvious about it, too. Didn't you see him layering up on chapstick?"

"I just thought his lips were dry!" She defended, hands on her hips. "And anyway, while I really like Brad, that's too much too quick. I never really pictured my first kiss happening on a random canoe after what was basically a rushed first date, and I know we're in Venice but still-"

"Wait, what?"

She fought off another blush, realizing that the little fact that oh yeah, she had never been kissed just slipped out of her mouth. That was information that she had only revealed to May, MJ, Ned, and, in a moment of hormonal teenage panic, Happy.

And now Flash knew, too. Great.

"Yeah… never been kissed," she muttered, now very interested in looking at her shoelaces.

He shook his head in disbelief. "What about you and Leo? You guys went to homecoming together and everything."

"Yeah, and I ended up leaving ten minutes into the dance," she scoffed. She had told everyone that she had caught a major stomach bug, but really she had run off to fight his dad, who was secretly a notorious villain known as Vulture. And then when Spider-Man took down Vulture, Leo and his mom had to move, their lives as they knew them completely destroyed.

Her love life had really gone to shit.

"Huh." She inspected Flash's expression for any signs of contempt or humor, but found none. He just nodded, easily accepting the information. "Well, you're only 16. Could be worse. I mean, don't get me wrong- I can't relate at all. I've kissed many women. Like, a lot of women-"

"-Yeah, I get it Flash-"

"- Lots and lots of-"

"-Flash!"

"Alright, what I meant to say is that it's not that weird not to have kissed anybody yet. And it makes sense to want to wait for the perfect moment. So… do that. Take your time."

She let out a breath, allowing herself to relax. "Alright. Yeah, you're right." She let out a soft chuckle, shaking her head.

"What?"

"It's just… if you had told freshman Penny Parker that one day Flash Thompson would be helping her out with her love life, she would've laughed in your face. Maybe even given you the finger, if she was feeling particularly edgy."

Now it was his turn to appear uncomfortable. Flash scratched at his ear, looking anywhere but her eyes. "It's nothing, Parker. Don't think too much of it."

Checking her watch, she added, "we should probably head to the museum. Mr. Dell wanted us there in three minutes."

"Alright. Should we alert Jabba the Hutt and Princess Leia?" he asked, nodding towards Ned and Betty, who were still on the boat.

Penny socked him in the shoulder, holding back almost all of her strength, but he still winced. "Don't call him that. And yes, we should. Let's go."

Together, they walked towards the edge of the water, waving out to the couple. Ned saw them and waved back, and the two began paddling towards shore.

All of a sudden, every hair on Penny's arm shot straight up. She froze.

Something bad was coming. And it was coming fast.

Shit. No, not now! Not while I don't have my suit! Not in front of my friends!

Panicked, she glanced around, and saw a gush of water being sucked into a manhole.

Uh oh. That's definitely not normal.

"Parker." She turned to Flash, whose eyes were wide and staring out at the water. "What the hell do you think that is?"

She followed his line of sight, stomach dropping when she saw the giant ripples in the canal. Her mind raced, trying to calculate all of the possible causes.

Maybe it's just a school of friendly dolphins?

A giant, 30 foot wave burst in the middle of the canal, spraying everyone within a 50 foot radius. Screams began to echo throughout the city as civilians scrambled away from the water's edge.

Penny blanched. Definitely not dolphins!

She frantically searched for Ned and Betty, letting out a cry of relief when she saw their canoe riding straight towards them on a wave. They were clutching each other, screaming in panic.

"Watch out!" She pulled Flash, who was still frozen in shock, out of the way before the boat slammed into him.

Her touch seemed to bring him back to reality. Together, they heaved the two teenagers out of the boat and onto the drenched pavement. They were both pale and shivering, staring aghast at the scene in the water.

"Are you guys okay?" She hastily inspected both of them for injuries, but Flash grabbed her wrist to stop her.

"We don't have time for that! We need to get out!" He turned to Ned and Betty. "Can you both walk?"

Ghost-white, Betty nodded at him. Penny and Ned exchanged looks. She made a split-second decision.

"They're probably both in shock. Flash, get Betty out of here. I got Ned."

He whirled on her in disbelief. "What? No, we should all go together-"

Another wave burst, this one even larger and taking the shape of a monstrous creature. A new chorus of screams rang out. They were all slapped with a new spray of water, this one sending them stumbling back a few steps.

Penny grabbed his shoulders urgently. "No time to argue! Grab her and let's go!" She forcibly put his hand on Betty's wrist and pushed them forward.

They needed no more convincing. Soon, they were racing towards safety.

Ned turned to Penny, breathing rapidly. "What is that?"

"I don't know," she admitted, watching the creature with wide eyes.

"What're you gonna do?"

"I left my suit the hotel room-"

"Why?!"

"Because I'm on vacation, Ned! Everyone's gonna see my face, just get them outta here!"

Her breath started coming out in quick gasps, and she balled up her fists, nails biting into her palms. Don't panic, don't panic, Parker! You have got to keep calm!

Before she could push him towards where Flash and Betty had run off, he smothered her in a quick, tearful hug.

"Just be careful, Penny!"

She squeezed him back, heart rate starting to settle. She really did have the best friend in the world. "I will. Now go!"

Giving her one last look, Ned turned away and started running, leaving Penny to face the monster alone.

She pulled her hair up out of her face, setting her jaw. Alright, hydro-freak. Let's see if you're any match for Spider-Man.