A/N: Another early update ? Whaaat ?

You guys have been so so sweet with all of your reviews. I love that you all are invested in this story! Thanks for letting me know how much you've enjoyed it so far 3

Also, I'm thrilled that some of you checked out the Pinterest board! It was an absolute blast putting it together and it helped me visualize my gal Penny Parker a little better. I'm currently working on a Flash board, so stay tuned for that!

This chapter is currently my favorite in the story so far. It was fun to write out my first Penny-Parker-in-action-as-Spider-Man scene, and of course I had to dump a bucket of fluff on it as well :*

Without further ado, I hope you guys enjoy chapter 7!

Flash's vacation was not shaping up the way he expected it to.

Sure, some things had gone right. He got to sit next to Penny on the plane, which was exactly what he had originally hoped. He also managed to secure Ned as a roommate- another score, as he would have plenty of information on the girl to divulge. Flash figured he was the kind of guy to carry around a diary; he planned to search his luggage later on and see what he could figure out from that.

But then there was the matter of Brad Davis stealing Parker away and flirting with her incessantly while remaining more faithfully stuck to her side than her own shadow. Flash had no choice but to watch in disgust as he chatted her up, just waiting for an opportunity to slip in and steal her away.

Even worse, the guy was such an amateur at it.

I could do way better, Flash thought, rolling his eyes in annoyance when Brad slipped his hand into hers. The way she reacted, you would have thought he had just proposed.

"Geez, Parker, get some standards," he muttered to himself, frowning as her smile grew even more lovey-dovey.

Over and over, he had to remind himself that waiting for an opportunity to flirt with her was just a way of getting information out of her. So watching Brad flirt really shouldn't have annoyed him as much as it did.

But damn it, he was annoyed!

And then, when the opportunity finally presented itself for them to have a conversation just the two of them, instead of sweeping her off her feet, he gave her love advice. He was actually helping her with her budding relationship with Brad!

Wow, Flash, why don't you just shove them in a closet and tell them to play seven minutes in heaven!

He balked at the thought. Okay, gross analogy.

But he didn't have much time to feel sorry for himself or despair in the fact that his plan was rapidly falling apart, because all of a sudden there was a freaking water monster in Venice that was going to kill them all.

He really couldn't get a break, could he?

And now he was running for his life, towing Betty Brant alongside him and silently thanking his father for forcing him to take a semester of cross country to promote "well-roundedness."

It took every ounce of his will not to look behind them and check on Penny and Ned, but he forced his eyes forward, reminding himself that a single slip up could mean their doom. The creature was smashing buildings left and right, surging with incredible speed and strength. There was no time to panic.

Tubby better not be slowing them down, he thought bitterly. She better be okay. God, Penny, please be okay.

"Flash! Betty! Over here!"

He whipped his head towards the source of the sound. Mr. Harrington was frantically waving them over. He and the rest of the students were all hunched under an awning, looking damp and terrified, but otherwise unharmed.

Breathing a sigh of relief, he and Betty raced towards them, gasping for breath once they made it under the shelter.

"Thank God you two made it!" Mr. Harrington looked like he didn't know whether he wanted to hug them or start crying. Maybe both.

"Now, who are we missing?" Mr. Dell began counting their heads, but MJ spoke up before he could finish.

"Penny and Ned," she said, her usual bravado wiped from her face. "We're just missing Penny and Ned."

"They're safe," Betty said, her voice a little unsteady. "They were right behind us. Right, Flash?"

"Yeah, they should be right…" He turned to look, but his heart dropped to his feet when he saw Ned, completely alone, racing towards them.

"Ned!" Betty threw her arms around him and planted a kiss on his cheek once he reached the awning. "You're alright!"

"But we're still missing Penny," Brad announced, his voice tight. "Should one of us go look for her?"

"I'll go," MJ said bravely, started to head back into the fray, only to stumble back as a giant wave crashed into a nearby building. The impact sent shockwaves through the ground. Flash, who had been right on her heels, helped steady her before she fell.

"No one leaves!" Mr. Harrington's face was white with fear, but his tone was authoritative. He stood in front of MJ and Flash, blocking them. "We stick together. You kids need to stay safe. Penny is a smart girl- she's probably found her own shelter. We'll find her once this… thing is taken care of."

This response didn't satisfy him. So they were just supposed to stand there and wait while she could be trapped somewhere, needing their help?

"She was with you, Ned! How did she get lost?" Flash's tone turned accusatory as he jabbed a finger in his chest. "I thought you were following us! What the hell happened?"

Ned looked at him miserably. "We got split up. There were so many people…"

His tone was hesitant, and Flash couldn't help but think he was holding information back.

"This is no time to point fingers," MJ said, stepping between them. "All we can do is wait, alright?"

Flash knew she was right, but he couldn't help but put the blame on Tubby.

Because that was the only thing keeping him from blaming himself, and that was unbearable.

Flash, you freaking idiot! You should have insisted that you all stick together! Or, at the very least, checked to make sure she was still behind you! You could have prevented this!

And then he received comfort from the most unlikely of sources.

"Hey," MJ whispered, placing an uncertain hand on his shoulder. "I'm sure she's fine. Let's not jump to conclusions."

"What makes you so sure?" He intended for the words to sound biting, but his voice cracked when he spoke.

Here eyes turned to steel. "I'm not. I wish I was, but I'm not. But you should have a little faith in my girl, Penny. She's way smarter than you, and you're alive and safe right now, right?"

For some reason, that backhanded statement was exactly what he needed. He shook off her arm, rolling his eyes for good measure.

"You're right. Someone who is almost as smart as me, like Parker, should be fine. Fair point, MJ."

She sniffed at him, corners of her lips turning up slightly. "Whatever you say, Flash."

So they sat. And they waited.

And, silently, he prayed.

"Get out of here, go!"

Penny helped a man scramble to his feet after the water monster smashed into yet another building, sending debris and water shooting in all directions as the ground shook violently.

Once Ned was out of sight, Penny had sprung into action, first ensuring that people in the immediate vicinity reached safety.

Once the man and the rest of the stragglers in the area had made it what she deemed a somewhat safe distance from the impact zone, she turned around, only to see the beast hurl a giant, watery fist exactly where she was standing.

"Oh my God!" She sprung away just before being smashed, sliding in between two buildings to take a quick breather and to activate her web-shooters.

She pressed her wrists together, muttering frantically to herself until her watch and bracelet finally transformed into her trusty weapon of choice.

"Yes, finally!"

With the grace of a gazelle, she leapt from behind the buildings and shot out a single web towards the water. It disappeared into its liquid body.

The creature didn't even bat an eye, smashing into another boat with brutal force.

I guess you can't web-up water, she thought dejectedly. Probably should've already figured that one out.

It began shifting its watery form, looking for something new to destroy, and Penny followed its gaze towards its next target.

The bridge. Which was still flooded with people trying to escape.

Her heart stopped. This was bad. And her web-shooters weren't going to do shit. And she didn't have a suit.

No time to worry about that. For now, let's just save as many people as possible.

Without thinking, she began running across a set of stairs that were already crumbling to ruins. The monster had demolished the path towards the bridge, so she was forced to jump off of the structure and begin hopping across posts that were sticking up out of the water. With incredible speed and precision, she hurtled towards her destination and prayed that she'd get there before the water did.

Grabbing a long oar and pole-vaulting across a boat to clear the final few yards, she landed feet-first on the bridge and immediately began helping the last few citizens across it, keeping her voice calm and encouraging as they ran.

"Are you okay? Go on, get out of here! You're almost there, just keep moving!"

Once the last person had escaped, she turned to face the monster, but was seconds too late to dodge its next attack.

This time, the fist made a direct impact with her body, knocking the breath out of her and slamming her back into the stone railing of the bridge. She was drenched and shivering, and likely more than a little bruised.

She coughed the water out of her lungs and unsteadily rose to her feet, still managing to glare defiantly at the creature.

C'mon, Penny Parker. C'mon, Spider-Man. You can do this!

But before she could make an advance, a sound like a jet soaring through the air caught her attention.

To her utter bewilderment, a man with green smoke billowing behind him, golden armor, a red cape, and a helmet like a giant fishbowl entered the scene from the sky, a mystical green energy glowing from his fingertips.

She cocked her head at the sight, her momentary confusion making her forget the pain she was in.

I mean, who am I to judge, I'm a cross dressing spider-freak. And honestly, this freak can take all the help she can get.

All of a sudden it became a 1V1 battle minus Penny, with the hero flying around the monster and blasting it with his green energy source while the monster angrily attempted to knock him out of the sky.

Okay, mystery man. You take on the monster. I can at least cover damage control.

Penny scanned her surroundings for anything that could be used as a disguise. She really did not need her face showing while she webbed her way around the city.

Like a gift from God, a carnival mask, damp but still in one piece, was laying not ten feet from her. She smiled and snatched it up, securing it around her head as tightly as she could.

Not the most fashionable look, but it'll do in a pinch.

The mystery man continued to struggle against the monster, flying higher as it absorbed more water and grew. Penny swung up to the roof of the building closest to him, and yelled as loud as she could manage to get his attention.

"Excuse me, sir!"

He turned towards her. She couldn't see his face, so she didn't know if he was annoyed, grateful, or just plain confused. She plowed forward anyway.

"I can help! Let me help! I'm strong, and I'm…" she struggled to find the right word to describe her powers. "And I'm sticky!"

Ew. Were you describing Spider-Man or advertising lubricated condoms?

For whatever reason, the guy seemed to buy it. "I need you to lead it away from the canals!"

Genius, Penny thought, eyeing the dry land for a good spot to lead the creature. Take it away from its power source!

Before Penny could respond, the water made a swing at him, which he dodged easily. He then began shooting towards the spot he had pointed at earlier, Penny right on his heels.

As it surged towards the man, the water monster violently collided with the Venetian architecture, causing more desperate screams to ring out from the people below.

Penny webbed up the buildings in danger of collapse as she followed behind, trying to keep the city mostly in one piece and the citizens scrambling below from being smashed by the wreckage.

Finally, she caught up to the monster, inwardly cursing when she spotted her classmates and chaperones ducking for cover far too close to where the mystery man intended to fight the thing. To her relief, it looked like everyone from the trip had stayed together and were mostly unharmed, but she could only spare a quick glance before eyeing the monster again.

So now she had to protect them, keep the city from falling apart, and make sure her identity wasn't revealed. Great.

Her attention was averted by the sound of the bell tower to her left beginning to crumble. She hastily swung towards it, webbing its sides as securely as she could.

Once she deemed it stable, she landed at the top, ducking under the bell and looking over its edge to watch the hero fight off the water monster.

Should I jump into the fray and risk getting seen? Is he able to fight this thing off on his own? Will I just be getting in the way? Ugh, I can't just stand here and do nothing!

Unfortunately, she wasn't given the chance to decide what to do as the monster smashed once again into the bell tower. It started to teeter like a poorly-constructed jenga tower, and Penny with it.

If it fell, there was a possibility that it would land on her friends, killing them instantly, or onto one of the buildings nearby, which, according to her perfect hearing, were still filled with people.

That wasn't an option.

She shot out webs to her right and left, connecting to more stable buildings and holding up the tower with all her strength. Her arm muscles bulged with the effort, the tendons taut.

She grit her teeth and dug in her feet, sweat trickling down her back, praying that the green energy was actually working against the beast.

Without warning, the tower was rammed into again, causing it to lurch dangerously. Penny was rocked forward and slammed her head into the iron bell with a loud gong!

She saw stars, collapsing to the floor with a low groan. Everything went blurry.

The tower continued to teeter towards the ground, and she desperately grabbed onto her web strands and yanked, only to be flung at a dangerously rapid speed into the bell a second time, her skull cracking against its surface with even more force.

The pain was intense. She cried out, involuntarily dropping her webs. Her vision went entirely black.

No! I can't let this tower fall into anyone!

She blindly shot two more webs in front of her and yanked, nearly sobbing with relief when she wasn't assaulted by the bell a third time. Her vision began to clear, and she saw that the tower was now at a precarious 45 degree angle.

Leaning back and scrunching her eyes shut, she dug her feet into the stone as firmly as she could, propping one leg against the side of the structure in an attempt to keep steady.

A scream was ripped from her throat as it continued its slow descent, her arms and legs on fire from the strain of holding it up. Her fists were closed so tightly around her webs that she could feel blood being drawn from her palms. Slowly, painstakingly, she attempted to angle the tower away from the building that it was now precariously close to collapsing into.

Every part of her screamed to just let it go, let it collapse, and it would be fine. But if anyone was in that building, then they would die, and their blood would be on her hands. So she grit her teeth and continued to pull, tears freely running down her cheeks at the unimaginable pain.

From the corner of her eye, tears and sweat almost completely obscuring her vision, she saw the mystery man surrounding the monster with his green mist.

Please almost be over please almost be over please…

One final shockwave rippled across the air as the monster dissipated. That final push rocked Penny so hard that she finally lost her grip, and she and the tower hurtled the final 25 feet into the ground, smashing harmlessly into the canal.

Penny allowed herself to lay there for a moment, vaguely aware of the cheers and applause that rang out in the city. Her head was throbbing, and her vision flickered in and out of focus.

"I have to get out of here," she mumbled to herself, crawling to her feet. Ditching the mask in the canal, she wobbled away from the bell tower remains, debating on whether she should double back to her friends or just head straight to the hotel.

Her knees almost buckled as she stumbled over a loose brick. The exhaustion was starting to weigh heavily on her.

She frowned at a high-pitched tone obscuring her hearing, batting around her ears in case a mosquito was hovering near her. With a start, she realized that her ears were ringing.

Not trusting herself to be able to make it to the hotel on her own, she took a wide loop around the battle scene, deciding to "accidentally" run into her friends closer to the awning.

Hopefully she could make up a halfway decent story on her way over there.

She stumbled aimlessly towards them, trying her very best not to black out.

The minute the strange superhero finished taking down the monster, Mr. Harrington instructed the class to go off in pairs in search of Penny while Mr. Dell checked on the hotel to see if she had gone ahead and made it there.

"And everyone make sure that at least one person in your group has a working cell phone! We need to stay in communication, people!"

Flash didn't have to be told twice. MJ wordlessly tagged alongside him, and they both began searching for the girl, calling out her name with their hands cupped around their mouths to amplify their voices.

Thankfully, it hadn't been more than five minutes of panicked searching before Flash caught a glimpse of a small figure stumbling in their general direction. Heart stopping, he didn't even manage to alert MJ before running towards her as fast as he could, dodging the rubble as he rushed forward.

"Parker! Are you okay?"

He grew increasingly concerned when she didn't seem to hear him, continuing to stumble forward with a vacant look on her face. He didn't slow his pace.

"Parker!" He skidded to a stop in front of her, grabbing her shoulders. He could vaguely hear MJ behind him, now scrambling towards her as well. "Are you alright? Are you hurt?"

She certainly didn't look alright. She was absolutely drenched, and dust from the collapsed buildings clung to her hair and clothes. Now that he was touching her, he could also feel her entire body trembling beneath his fingers.

Her expression was dazed, her eyes glazed over. And despite all of the signs that she was clearly not okay, she still managed to crack a shaky grin. "Oh... hey, Flash. Didn't see you there." Her voice was barely above a whisper.

"Are you okay? You're soaked!" He hastily removed his hoodie, sliding her arms into the sleeves and zipping it up to her collarbone. She was absolutely swallowed by the garment, but it did little to prevent her shivers. "Where were you? We were all terrified!"

She drew her eyebrows in. "I'm sorry… I can't really… hear anything right now…" Her words were slurred. She swayed a little on her feet, reaching out to him to steady herself further, and he instinctively helped her to the ground as her knees buckled beneath her.

"You're alright. Just take a seat right here. You're alright." He tried to keep the fear out of his voice as he visually scanned her for injuries.

This wasn't good. This wasn't good at all.

"Penny!" MJ darted to her other side, and Penny gave her what she probably intended to be a reassuring smile. Instead, it just looked pained.

"'M alright. Just… sleepy…"

"Penny, can you tell me what happened?"

Her eyes were closed, and she didn't respond.

"She says she can't hear anything," Flash informed her, still trying, and failing, to keep his tone even. "I don't know why. Maybe she got too close to the action and the shockwaves made her eardrums burst?"

MJ touched Penny's face, and her eyes fluttered open again.

"Penny. Try reading my lips. Why can't you hear?" MJ gestured to her ears, and Penny nodded tremblingly.

"Ears… ringing. I think I… I think I have a concussion."

Flash exchanged a look with MJ. Now they were getting somewhere.

"Did you hit your head?" She looked confused, so he tried again. "Parker, did you hit your head?"

She giggled a little at the question. In this context, the sound only unsettled him. "Yeah. Twice. Hurts a little. I'll be alright though… just need to rest for a sec…" She began slumping closer to the ground, looking dangerously close to passing out.

"Noooo, you do not!" MJ gestured to Flash, and together they lifted the girl back to her feet. She clung to them weakly, and Flash tightened his grip on her torso to keep her from slipping through his fingers. "You aren't supposed to sleep off a concussion, Penny. Not until you stop exhibiting symptoms, at least. You know that."

Penny stared at her friend. "There are three MJ's right now. That's not normal, is it?"

MJ was starting to look panicked, so Flash took over.

"Penny." She now turned to look at him. "Are you hurt anywhere else?"

She shook her head no, and the movement seemed to bring about a fresh surge of pain. She would have collapsed if Flash hadn't caught her, gently bringing her to the ground a second time. He crouched beside her, holding her as steady as he could with trembling hands. Her fingers were pressed to her temples, her jaw clenched in pain.

MJ reluctantly tore away from her friend's side, pulling out her cell phone. "I'll let everyone else know we found her. Then we can figure out what to do next."

He nodded in agreement, keeping his eyes on Penny. Her face began to slacken as the pain seemed to subside.

"Penny." He ran his fingers across her wrist to get her attention. She looked at him, eyes already a little clearer. "Are you feeling any better? Can you hear me?"

She didn't dare shake or nod her head this time. "Yes," she breathed. "Just a little migraine. And I can hear you, mostly. Everything's still… a little muffled…" She allowed her head to droop, resting it on Flash's shoulder.

He thought back to earlier that day on the plane.

"Flash…"

He looked at her again, tightening his grip on her shoulder. "Yes, what is it?"

"Is everyone okay? Did everyone make it back?"

He would have rolled his eyes had she not been in such a beat-up state. "Yes, Parker. You were the only straggler. Everyone else is fine."

A smile flickered on her face. "Thank goodness. I was worried."

This time he did roll his eyes. "Only Penny Parker would be caught up in worry for others while her own life was in danger."

She scoffed at him, her sarcastic tone returning to her voice. His heart leapt at the sound. "My life isn't in danger. I just hit my head. Happens to people all the time."

"Not really, no. But it seems to happen to you all the time."

"...Fair point."

MJ rushed back over to them, this time with Brad and Mr. Harrington in tow and Ned and Betty closely behind.

"Penny! Oh no, you stay down," Mr. Harrington ordered when he saw her attempt to stand. "Are you alright? MJ says you have a concussion. I'll take you straight to the hospital to get checked out once I figure out a way to safely transport you..."

"Penny, are you okay?" Ned sounded like he was on the verge of tears.

"I'm fine, really," she insisted. Her eyes were mostly cleared, and she sounded almost normal again, not as slurred. "I just needed a moment. I'm fine."

"You were deaf a minute ago," MJ protested, but Penny stubbornly waved her off.

"My ears were ringing. I can hear alright now. I just needed some time to adjust."

Ned sighed with relief, but Mr. Harrington looked unconvinced. "I still think it would be best to get you checked out, Penny."

"The hospitals will be flooded with patients by now, she pointed out. "If I walk in there with a measly little concussion, they'll just kick me out."

He sighed, but couldn't disagree with her. "Well, alright. I'm just glad you're safe. MJ!"

"Yes?"

"Would you be willing to watch over Penny when we get back to the hotel, make sure she takes proper precautions? Concussions are still serious business."

MJ nodded stoically. "Of course."

"And I'll help!" Betty stepped to MJ's side, looking at Penny with an expression that was equally concerned and grateful. "You sacrificed your own safety for Ned's, and I can't thank you enough for that."

"Thanks guys," Penny said, smiling a little. "But really, I didn't do anything brave. Unless you'd call getting lost and falling down a lot brave, of course."

While she seemed to be recovering fairly fast, her second attempt to stand up was unsuccessful, and Flash bolted to his feet to keep her from toppling over. Her arm was still wrapped around his shoulders, and his hands had landed at her waist.

"Easy, Parker!"

The position was somewhat intimate, he realized, nervously checking to make sure his hands were neither too low nor too high on her short frame. Of course, she was too busy trying not to see double to notice, but Flash's ears burned anyway.

"Oh, goodness, she's dead on her feet," Mr. Harrington sighed, concern coloring his voice. "Brad, you're the strongest here. Would you be willing to carry Miss Parker back to the hotel?"

Flash had forgotten that Brad was even there.

And who ever said Brad was the strongest?

"Of course!" He stepped towards her, placing a gentle hand on her shoulder. "Penny, is it alright if I carry you?"

She nodded sleepily, exhaustion steadily washing over her features again. He suspected that she was trying to hide just how tired she was. It was a losing battle.

Flash wanted to protest as she slipped from his grasp and was lifted onto Brad's back, wrapping her legs around his waist and her arms around his neck as she curved her body against his. Her eyes fluttered shut once she had settled, and Brad whispered something in her ear that he couldn't quite make out.

Probably something gross and sappy.

All that matters is that she's safe, he stubbornly reminded himself. There's no way she'd be able to walk back on her own. It's fine that Brad is carrying her. Totally fine.

Even though I could definitely do it myself.

"Ned, make sure to talk with Penny so she doesn't fall asleep," Mr. Harrington instructed.

"Aye aye, captain! Hey, Penny, have you heard the theories about Loki still being alive?"

Flash didn't bother tuning into Ned's nerd rampage. He walked a few paces behind Brad, checking to make sure that his hands were appropriately placed on her thighs (because if the creep tried to use this as an opportunity to cop a feel, there would be hell to pay), and then moved up so he was walking beside them.

Penny was clearly forcing enthusiasm into her voice as she chatted with Ned, but at least she sounded coherent. She opened her eyes for a moment and caught Flash watching her, giving him an exaggerated thumbs up and a wink. He snorted in response.

What an absolute dork, he thought fondly.