A/N: Hey hey hey people! Somehow I cranked this chapter out in time :D

All of the reviews that continue to pour in have been my number one motivation by far. I love hearing what parts you're enjoying the most so that I can make sure to include more of what you like in the coming chapters! It seems like there's a lot of votes for more Flash/Penny moments with him noticing her injuries, so we'll be seeing more of that moving forward ;)

Hope you guys enjoy this chapter, which is the longest one yet! Have a great week 3

Flash took another swig of his Monster, glaring at Ned from across the room.

He didn't notice, of course. He was on hour three of his phone call with Betty. Three.

"Yeah, babe, of course I'm sitting with you on the bus tomorrow! And I miss you too." He then proceeded to giggle like a schoolgirl, rolling onto his stomach and swinging his legs excitedly. "Aww, babe! I would love to color coordinate!"

He rolled his eyes, making an exaggerated gagging noise from his side of the room. Ned didn't so much as blink in acknowledgement. It was now close to one in the morning, and he was showing no signs of slowing down.

How the hell am I supposed to search his stuff and see if I can find a secret diary? I can't even interrogate him one-on-one since he and Betty won't stop blabbing to each other. God, they're naseauting.

Flash continued chugging his Monster, swallowing the last few gulps before tossing it in the trash can. To his annoyance, it bounced off the rim and clattered noisily to the floor.

"Don't litter, Flash," Ned scolded, before promptly resuming the kissy noises he was making into his cell phone. Flash rolled his eyes.

His last shot was staying up later than his lovestruck roommate and searching all of his luggage then. The caffeine was starting to make his hands shake, and he felt his heart beating a little faster than normal, but he wasn't too worried. He had experienced the same thing plenty of times when father would force him to stay up late and re-write his essays to perfection- downing two or three cans of energy drinks to keep himself going wasn't unusual behavior for the teen.

Ned and Betty better not stay up all night doing their PG-rated version of sexting or there will be hell to pay, he thought bitterly. I've got to sleep eventually. I'm not trying to have dark circles under my eyes for the rest of the trip.

Flash knew he wasn't the most stunning guy at Midtown (to his irritation, Brad Davis seemed to have claimed that title for himself), but he always tried to look his best. This meant adequate sleep, a regular skin care routine, perfectly pressed shirts and pants, and swimming laps in his private pool three times a week.

Parker seemed to particularly appreciate the results of my workouts, he thought smugly. The statement invaded his mind without warning, and he couldn't help the stupid grin that spread across his face.

Poor Parker. She may have her secrets, but in many ways, the girl was very much an open book.

Flash hadn't thought twice about walking out of the bathroom, having been clad in nothing but a towel often enough in front of maids and butlers at his family estate. He hadn't stopped to think about the fact that Penny, who lived with her aunt and literally no one else, might be a little taken aback at the sight of a half-naked male.

But geez, he thought she'd at least have the decency not to stare.

Not that he was complaining, really. It was kind of cute… especially when her face got all red. That was an image that wouldn't be leaving his brain for a long time.

His phone pinged, and he lazily tapped on the alert, his screen jumping from the YouTube video he was watching of Spider-Man's top 10 greatest saves to his messenger app.

The phone number wasn't one he recognized, but it has a Queens area code. The message read: Flash. Meet me in the lobby at 1:30. We need to talk.

He frowned, and quickly typed back: who is this?

The ellipses appeared at the bottom of his screen, indicating that they were forming a response, but then they vanished.

Flash raised his eyebrows, creasing his forehead. The message read loud and clear. They weren't going to tell him anything. He just had to show up and see for himself.

He glanced at the time: 1:23. He had seven minutes to decide if he wanted to humor the mysterious messenger or not.

Flopping back onto his mattress, his mind raced with all of the possible scenarios that could play out.

Could be unsafe. My father is a rich man, after all. This could be a kidnapping ploy. He wrinkled his nose at the suggestion. No, you've just been listening to too many crime podcasts, Flash.

He continued to mentally list out the other suspects, quickly deducing that it was probably one of the other students on the trip. Ned and Betty were out- they were too absorbed in their love fest to bother with anyone else. MJ didn't go out of her way to talk to human beings that weren't Penny and Ned, so she was out, too. Brad seemed to hate his guts, so why would he bother talking to him? And the other students on the trip he was friendly enough with, but he hadn't talked much to them this whole time, so they'd have no reason to want to discuss anything with him.

So that leaves the one and only Penny Parker.

The thought made his heart start pounding faster. He found the sensation weirdly pleasant and annoying at the same time.

He tried to calm himself down at first. Okay. So Penny wants to talk. This is good. I can get some more information out of her. This is purely an investigation, Flash. We're here to find out her secret. That's all. Keep your game face on.

It didn't work. His heart rate wasn't slowing. And he had a feeling that it wasn't acting up because of the caffeine.

Sighing loudly, he began burrowing his face deep into his pillow, topping it off with a dramatic groan. Ah, who the hell am I kidding? I'm a complete and total emotional disaster right now. And it's all because of Penny freaking Parker. Let's just be real here, Flash. I'm not investigating her out of "pure journalistic intention."

I'm investigating her... because I care about her.

He could've sworn the world stopped rotating on its axis for a split second as the weight of his revelation washed through him.

He admitted it. Finally, he admitted it. He felt lighter, as if the honesty had lifted a gigantic, invisible burden off of his shoulders.

He didn't have to lie to himself anymore. Whether he wanted to or not, he cared about Penny Parker. Might as well accept it and figure out what the hell he was supposed to do with his feelings.

Suddenly at peace, he flipped onto his back, crossing his arms over his chest and considering this new information thoughtfully. It made sense, really. The obsession had all started back when he noticed her continual lineup of injuries, from minor scrapes to major bruises. He wrote it off as a small curiosity, as an investigation project to distract him from the mundane repetition of the school day, but he really just wanted to protect her from who or whatever was causing her pain.

It hurt him to see her hurt. Ironic, really, considering their history.

He had always teased Penny, ruthlessly competed with her, scoffed in her direction, but Penny Parker was also a constant in his life since elementary school. It took him forever to admit it, but she was always someone who he secretly admired. Whether it was sharing her smelly markers with the entire class in 3rd grade, skipping two periods in middle school to comfort the new girl who was crying in the bathroom, or giving up her entire lunch for weeks freshman year for the kid who couldn't afford to by his own, Penny continued to awe him with her genuine selflessness and kindness towards others. He competed with her because he knew, deep down, that she would always outshine him despite his best efforts, not just because she was smart and talented and all that, but because she radiated genuine goodness.

And really, he had always cared about her in a way. Of course, before he had cared more that her kindness, intelligence, and overall perfection made him look bad in comparison. But now all he wanted was for her to be safe and happy, to just be around her and admire the light she seemed to continuously shine on everyone and everything around her.

He groaned again. God, when did I start to sound so cheesy? What is this girl doing to me?

And now, going completely against his selfish nature, he was finding himself going out of his way to do things for her. Like when he saw Brad dragging his feet on the way up the stairs just to get her alone with him, he listened closely from his room to make sure she was comfortable with his advances, stepping out to intervene when it became clear that she wasn't. That wasn't typical Flash behavior.

And earlier he was giving the girl romantic advice, reassuring her that her shy modesty was clouding her judgement, that of course Brad was into her (he would be an idiot not to be), telling her this even when it went against his own best interest, because what he really wanted to say was…

He squeezed his eyes shut, pressing his fingers into his temples. Nope. Stop that train of thought right there, Eugene, before you take it too far.

He wasn't an idiot. Sure, she might've been ogling his bare chest earlier, but there was no way this angel of a girl would ever see him the way he was beginning to see her.

Brad was the one she wanted. With him, she was all nervousness and giggles, her infatuation so painfully clear to anyone standing within a ten foot radius of the pair. And why wouldn't she want him? Brad, who was built like a Greek god, who had made friends with half of the student body, who every freaking girl in Midtown had become obsessed with seemingly out of nowhere in the past few months.

And sure, he could catch her off guard and turn her into a stuttering mess every now and then, but that was just Parker being Parker. With Flash, she was completely at ease. She'd tease him, crack her lame jokes, make faces, pelt him with sarcastic comments- just as her affection for Brad was obvious to everyone around them, it was equally evident to Flash that, at least nowadays, she saw him as nothing more than a friend.

It was the obvious answer. Why else would she be so comfortable around him if not for the fact that she had absolutely no romantic feeling towards him whatsoever?

He checked the time again. It was 1:28; now or never.

Impulsively, Flash leapt to his feet, not bothering to mumble an excuse to Ned (who was now playing I Spy with Betty, but how was that even possible through the phone in separate rooms?) as he snuck through the door and out to the hallway.

His mind was racing as he crept down the stairs. What could Penny possibly want? Is she feeling unwell? Are her headaches back?

A thought struck him. Earlier, he had been giving her advice about Brad, and now that they'd had that awkward moment in the hallway… What if Parker asks me for advice about her first kiss with Brad?

The mind is a fickle thing. Once a subject is introduced, it lingers, no matter how much you want it to go away, oftentimes especially when you want it to go away. He felt his jaw set tightly as his mind betrayed him, displaying images of Brad and Penny kissing. It twisted his stomach- Brad's towering frame pressed against her slight one, hunched over her like a teenage candy cane and probably using way too much tongue...

And then, against his will, his train of thought shifted, and he suddenly became overwhelmed with thoughts of kissing her himself. Of showing her how a first kiss should really feel. Of cradling the back of her head with his hand, intertwining his fingers with her soft hair, of slowly, slowly dipping his mouth towards hers, lingering there, feeling her soft breaths against his lips, of staying there as long as she wanted, seconds or minutes or hours even, until she was ready to lean in that one final centimeter and gently, slowly, press her lips against his, and then-

Seriously, Flash, get a grip!

He paused on the final step, clutching his chest in an attempt to get his heart rate under control.

He grit his teeth. He couldn't be having thoughts like that of Penny Parker. His feelings, whatever the hell they were, didn't matter. She would never feel the same way, and that was that.

Flash allowed the disappointment with that piece of knowledge to settle on him, and his heart rate finally slowed. He let out a low exhale, checking his watch again.

It was 1:30. Whoever he was supposed to meet, whether it was Penny or someone else, they were either already in the lobby.

He pushed himself forward, noting that there was no remaining staff lingering at the front desk. He figured that they probably didn't receive much traffic at night.

Or ever, really. This place was a black mold infestation just waiting to happen.

He stumbled to a stop when he saw who was waiting for him in the main area, eyes narrowing.

"Wait… you're the one who texted me? What could you possibly want?"

They merely smirked in response. Flash had a feeling that he was in for a long conversation.

Penny could tell that her jitteriness was annoying Fury, but she couldn't help it. She was a compact ball of nervous energy that was ready to explode at any moment. She drummed her fingers along the edge of the boat, wiggled her leg, tapped her foot, fidgeting however she could without looking like a total spaz.

But she couldn't help it. Here she was, being led to a briefing for a real-life Avengers mission and finally being taken seriously as a major player on the team, something she had dreamed about ever since she was first bitten by that spider, but she didn't want it anymore.

I'm not ready. Fury knows I'm not ready. I'm still just a kid.

The boat, which was just large enough for the two passengers, lazily drifted further and further away from the hotel. Watching the building disappear along the horizon, Penny had a sinking feeling that her whole vacation was about to be turned on its head from this point forward.

A.K.A, Penny Parker's time was up. Spider-Man, yet again, was going to have to take over.

Fury, looking at the girl for the first time since she had boarded the boat, broke the silence that had stretched between them. "Stark left these for you."

Penny furrowed her eyebrows together. "Really? He left something else for me?"

She had thought that the generous trust fund he had created for her to inherit once she turned 18 (a trust fund with so many zeroes Aunt May had passed out on the spot when she received the letter, and Penny was rendered speechless for more than an hour) was more than enough for Mr. Stark to leave behind for her. He had also entrusted her with all of the Spider-Man suits he had developed for her throughout the years, along with their blueprints and special permission from Pepper Potts to use his workspace anytime she wanted to.

But there was more? How could there be more?

Tentatively, she reached out a hand and accepted the small case that Fury was holding out to her.

She took a moment to relish the feeling that she was holding something that he too once held, brushing her thumb along its smooth surface. Reverently, she pried it open. She felt her eyes widen behind her mask.

The case was lined in velvet, a gold inscription reading "Stark Industries" in the center. Inside of the case itself were Mr. Stark's signature sunglasses, the same pair she'd seen him wear a million times before.

Once again, she felt herself being pushed close towards the brink of tears. She was reminded of a moment, a time that felt like years and years ago, when she had stolen these same glasses right off of his nose and perched them on her own while they were tinkering on the latest Spider-Man suit, snapping a goofy selfie with his bewildered face in the background.

"Geez, kid, if I knew you liked these so much I would've gotten you your own pair," he had joked, knocking an elbow gently into her ribs.

"Nah, you can keep these." She expertly tossed them in the air so they flipped three times and then landed perfectly on his face. "They're not my style, anyway," she admitted, smirking triumphantly.

Penny had expected Mr. Stark to be teasing, annoyed, or amused, but he took her by surprise by responding in a wistful, almost somber tone.

"No," he agreed. "They're not. But maybe one day, they will be."

She never really knew what he meant. She didn't have the chance to ask, though, because the next thing she knew Happy was bursting in with their embarrassingly large order of Chinese takeout and then Mr. Stark was demanding they watch something other than Star-Wars for their Friday movie night, and after a tiresome back-and-forth they had settled on Ferris Bueller's Day Off, only for them both to fall asleep on the couch halfway through.

It was a good memory. She was pleasantly surprised at her ability to recall it with genuine fondness, the sadness of the memory remaining secondary to her joy.

Penny turned to Fury, staring at him in a manner that was almost asking for confirmation. It felt odd- if anyone should have his glasses, it was Pepper Potts, right?

"Uneasy lies the head that holds the crown," he said in response.

It did little to answer her. She cocked her head, and he turned to look at her with humor in his eyes. "Stark said you wouldn't get that because it's not a Star Wars reference." He snorted, shaking his head in a way that was, to her surprise, unpatronizing.

Penny continued to inspect the glasses until they became almost painful to look at. She snapped the case shut and tucked it neatly into the bag she had brought with her, which held a change of clothes for sneaking back into the hotel later that night.

"Thanks. For, uh, delivering this to me."

He merely grunted in response, and his mouth remained in a firm line, but his eyes were smiling.

When they reached the mouth of the tunnel that led to the S.H.I.E.L.D hideout, Fury placed a hand on her shoulder, saying "You can lose the mask. Everyone here's seen you without it."

Penny paused, her hand perched on the neck of her suit. Her identity was everything to her- losing the mask meant giving up Spider-Man and being regular old Penny Parker. She felt naked without it.

Fury, noticing her hesitation, said "you'd only be feigning anonymity and breathing through spandex for no good reason."

He has a point, there, she admitted to herself.

She tucked her fingers under the material and slid off her mask, blinking as her eyes adjusted to the lack of light.

Then she was left to take in the scene before her.

The room was full of advanced tech and manned by several agents, each of them diligently working on their own top-secret assignments. The energy of the room was tense, but controlled. They barely seemed to notice her when she walked in, completely unphased that a maskless Spider-Man was among them.

Huh. I guess Fury was right.

They stepped further into the center of the room, and Fury gestured towards a severe looking woman decked in an all-black ensemble. She was rapidly typing on a keyboard, eyes trained on the screen of her computer. "Over here, we have Maria Hill," he introduced.

Penny's heart rate quickened as she stepped forward and eagerly extended a hand. "It's very nice meeting you, Agent Hill! I'm a huge fan of your work! I mean, not that I know everything you do since it's top secret and all, but I know some of it. Because I'm Spider-Man and stuff, you know, and some of the other Avengers have told me things." The woman, still on her computer, didn't seem to notice her outstretched arm, so she awkwardly allowed it to drop.

She had heard plenty about Maria Hill, who was arguably the most intelligent and fierce female member of S.H.I.E.L.D. since the famed Peggy Carter. Natasha had told her all about the agent after a sparring session in the Stark Tower Training room, responding to Penny's complaint about the lack of women involved in their line of hero-work. She had listened, enraptured, as the Black Widow described Agent Hill's bravery and wit, even joking that she made more of the major decisions for S.H.I.E.L.D. than Nick Fury himself.

"With your big brains and natural fighting ability, I could see the two of you getting along pretty well," she had said with a wink. Penny had felt like melting on the spot, and from that day forward, she had eagerly anticipated meeting the woman.

The woman in question just barely dipped her head in a nod at the acknowledgement, and then resumed her work. "Good to meet you, kid."

The lack of response didn't hurt her pride or stifle her excitement. Rather, it just seemed to confirm the cool and confident demeanor she had imagined the woman to possess. Penny attempted to nod back in a manner that was just as dignified, making a mental note to steal her away for conversations regarding heroism and feminism in the future.

"I didn't get that excited of a reaction when she met me," Fury huffed under his breath. "That is Dimitri," he continued, nodding towards a rather intimidating man with a hooked nose and a very large weapon. Penny gave him a little half wave, ogling the massive gun with wide eyes.

"And this is Mr. Beck," he finished, stopping in the middle of the room. Penny looked up just in time to see the caped man turn towards them, revealing himself to be…

"Mysterio?"

Penny couldn't contain her surprise when she saw fishbowl head himself standing there among the other agents of S.H.I.E.L.D. She had assumed he was a total rando, some European knockoff Avenger who worked on his own, but here he was in the facility.

With the helmet removed, she saw that he was a handsome, kind-looking man with striking blue eyes and hair that was just now starting to grey. Penny couldn't help but feel a little lame in comparison, some gangly teenage girl wearing spandex next to this statuesque-looking man.

He looked confused at her comment. "What?"

She shook her head, laughing a little at herself. Of course his real name wasn't Mysterio. "Doesn't matter. It's just what my friends have been calling you," she explained quickly.

An amused grin broke across his face. He approached her, arm outstretched. "Well, you can call me Quentin."

She accepted the hand, shaking it lightly. She still wasn't sure if super strength was one of his assets, and she didn't want another I-accidentally-broke-all-the-fingers-in-your-hand situation like she had with Ant-Man a while back.

"You handled yourself well out there today," he told her, nodding appreciatively. "I saw what you did with the tower."

She couldn't help but smile. It felt good to be recognized. "Thank you, but I would've been toast without your help," she admitted. "You were the real hero today."

"I don't know about that. We could really use someone like you on my world."

"Thanks." Then the gravity of his words crashed into her. She stared at him, eyes wide. "I'm sorry, your world?"

"Mr. Beck is from earth," Fury announced from behind her. She whirled around, having forgotten he was there. "Just not yours."

"There are multiple realities, Penny," Quentin added. "This is Earth Dimension 616. I'm from Earth 833."

Her heart was pounding, mind racing with this new information that had, in seconds, flipped the world as she knew it on its head. Penny eagerly stepped closer to him, gesturing excitedly with shaking hands.

"I'm sorry, you're saying there's a multiverse? Cause I just thought that was theoretical, I mean, that completely changes how we understand the initial singularity- we're talking about an internal inflation system and how does that even work with all the quantum-? It's insane!" Beaming, she turned to see the reaction of the rest of the room. The other agents stared back with confused, if not bored, expressions.

She dropped her hands, embarrassed. "S-sorry. It's just really cool."

Penny faced Quentin again, straightening herself and attempting to portray a calmer demeanor.

He stared back at her, his expression serious. "Don't ever apologize for being the smartest one in the room, Penny."

She felt herself brighten again.

"Anyway…" Agent Hill, shaking her head a little, stole back their attention by pulling up a new hologram. From a swirling mass of energy, four creatures emerged. Quentin stepped up to the hologram, eyeing it warily.

"They were born in stable orbits within black holes. Creatures formed from the primary elements: Air, water, fire, earth. The Science Division had a technical name. We just called them Elementals."

An Elemental… that's a way better name than 'water monster,' Penny thought. Maybe he can help me rename my 'Penny Tingle' too.

"Versions of them exist across our mythologies," Agent Hill said, gesturing to a new set of images portraying similar monsters from ancient Grecian and Athenian paintings.

Quentin nodded grimly. "Turns out the myths are real."

"Like Thor. Thor was a myth and now I study him in my physics class," Penny said, still staring at the holograph in fascination.

"These myths," Fury boomed, striding over to the group, "are threats."

Quentin looked particularly pained at this statement. Penny glanced over at him, concerned. He caught her eye.

"They first materialized on my earth many years ago," he said, his tone low. "We mobilized and fought them, but with each battle they grew, got stronger. I was part of the last battalion left trying to stop them." He paused, his eyes misting. "All we did was delay the inevitable."

Agent Hill shifted the hologram so it displayed the Earth. Orange targets lit up at different coordinates along its surface, and Penny was quick to notice the one in Venice. "The Elementals are here now, attacking the same coordinates. Our satellites confirm it."

"So thank Mr. Beck for destroying the other three," Fury added. "There's only one left: fire."

"The strongest of them all. The one that destroyed my earth." Quentin looked away as orange flames consumed the image of the planet, reducing it to ashes. "It's… it's the one that took my family."

Penny nodded in solemn acknowledgement, eyes flitting to the sight of him gently stroking his wedding ring. "I'm sorry."

She knew what it was like to lose family. That's where he gets his strength. He fights for them.

Where before she was in awe of him, Penny was starting to feel a connection with Mr. Beck. They locked eyes for a moment, and an understanding seemed to pass between them.

He knew my name before I got here. He's probably seen S.H.I.E.L.D.'s file on me. Does he know that I've experienced loss, too?

"The Elemental will be in Prague in approximately 48 hours," Agent Hill muttered darkly.

"We have one mission. To kill it. And you're coming with us."

Penny realized with a start that Fury was directing his words towards her. She glanced back at the hologram, of the world turned to ashes.

"I'm sorry… did you say Prague?" She glanced at Agent Hill for confirmation, and she simply nodded in response.

Penny bit her lip, considering her next choice of words wisely. "Mr. Fury... this all seems like big time, you know, huge superhero kinda stuff. And, I mean, I'm just a friendly neighborhood Spider-Man, sir." She squeezed her eyes shut for a moment. Wow. So much for the smartest one in the room.

Fury scoffed at her. "Bitch, please. You've been to space!"

"I know, but that was an accident!" She approached his desk, her voice pleading. "Sir, come on. There's got to be someone else you can use. What about Thor?"

"Off-world."

"Okay, um, Doctor Strange?"

"Unavailable."

"Captain Marvel?"

He looked at her sternly. "Don't invoke her name."

Penny sighed, running a hand through her hair. How the hell can I make him understand?

She tried again. "Sir, look, I really wanna help. I do. But if my aunt finds out that I left my class trip, she's gonna kill me. And if I'm seen like this in Europe," she added, gesturing to her suit, "after being seen at the Washington Monument, my whole class will figure out who I am and then… and then the whole world will figure out who I am, then I'm done."

She held her breath, willing Fury to understand her with her eyes. The room was tense as she, Beck, and the other agents waited to see how he would respond.

"... Okay. I understand."

She opened her mouth, ready to argue back, and then snapped it shut again with an audible click. Most of the agents, including Dimitri and Beck, looked just as bewildered as Penny felt. A few, however, including Agent Hill, didn't seem at all rattled by his response.

"I'm sorry, what?"

"Why don't you get back before your teachers miss you and become suspicious." He gave her a brief smile.

She didn't know why, but she couldn't help the suspicious feeling that Fury wasn't letting her in on something. But she also wasn't one to question an act of kindness.

"Dimitri, take her back to her hotel, please," he continued, standing up and gesturing at the agent.

Dimitri, collecting himself, nodded at him, moving towards the exit in a soldierly manner.

Penny hesitated before joining him. "Thank you, Mr. Fury," she whispered sincerely. He didn't drop his smirk, and her suspicion grew. "And, uh… good luck."

"See ya, kid," Quentin added, waving at her. While he, too, was smiling, he seemed disappointed to see her go. She felt a pang in her stomach. He had lost his entire family, lost his entire planet, and here he was despite all of that trying to save hers.

And now she was leaving them.

But he's been doing fine on his own, she urged herself, trying to shake off the guilt. I would just be getting in the way.

"See you, Mr. Beck," she said, waving back. She silently hoped that she was right about him, that he was strong enough to fight alone. "Bye, ma'am," she added to Agent Hill.

The woman nodded briefly, already resuming her work on the computer. "Bye, Miss Parker."

And as she walked behind Dimitri towards the boat, she knew deep down that this was too easy, that Spider-Man was not one to catch a break like this without a sudden twist of fate or some sort of major backlash.

But she was trying to be optimistic. So when she exited the facility, she didn't bother looking back.