A/N: Okay, so I've been watching Never Have I Ever on Netflix in my downtime, and for others who have watched the show, don't Ben and Devi give you major Penny Parker and Flash vibes? Their rivalry and cute little interactions and how they definitely care for each other even when they are so competitive is absolutely adorable!

Anyway, I'm sorry I haven't been as good about responding to reviews! I promise I still read and am absolutely crazy grateful for every one that I receive :))) I'm going to get back on it and respond more consistently!

So this update is a little late because I have reworked this chapter and took it in so many directions before finally deciding on how to end it- I want to be 100% proud of anything I post before I post it!

So I hope you all enjoy chapter 11 :D

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

Brad scoffed, pushing himself up from his chair and striding towards Flash with his arms crossed over his chest. "Take a guess."

Flash tried to mask his disappointment. He had been thoroughly convinced that he was coming downstairs to talk to Penny Parker, not Brad "hee hee I'm so hot and over 6 feet tall" Davis.

So he kept his face neutral, but his voice was dripping with sarcasm. "Fine. You're here to ask for fashion advice since you finally realized khaki on khaki is the lamest possible outfit combination?"

Brad scowled at him. "Really? This is coming from the guy wearing Spider-Man pajama pants."

Flash fought the urge to glance down at himself, having forgotten what he was wearing. "Whatever, Brad. Seriously, I have no clue."

"What was Penny doing in your room earlier?"

Flash blinked in surprise. And then he smirked.

"...Take a guess."

He took a threatening step forward. "Dude-"

Flash held his hands up in surrender, smirking even wider. "Oh, calm down, Davis. She was talking to Ned. That's all." As an afterthought he added, "and you don't exactly have the right to monitor her daily activities, bud. Getting some serious stalker vibes."

As much as he wanted to mess with Brad, he also didn't want to accidentally spread any false rumors about Penny that would embarrass her in any way. Sure, she was cute when she was all red and flustered, but there were lines that he just wouldn't cross, like implying to Brad Davis that she had been in his room for anything less than wholesome reasons.

Brad considered Flash's answer, narrowing his eyes at him. "I'm not monitoring her, Flash, so you can calm down. I was just checking. Do you know what they were talking about?"

"Not that it's any of your business," Flash shot back, "but they were talking about Betty. Don't worry; I didn't hear them say anything about your pathetic attempt in the hallway earlier."

Brad grit his teeth, and for a second Flash's smirk faltered as he realized he might've gone too far. Sure, Flash tried to keep himself in shape as best he could, but even he could admit that Brad would snap him like a twig if things got physical.

Luckily for him, Brad Davis was not the violent type. He quickly collected himself, relaxing his jaw and his clenched fists, but there was venom in his tone when he spoke again. "Listen here, Flash. Penny has made it very clear that she's into me. And I'm into her, too. I've never met a girl like her before- there's something special about her. So stop messing with her head, because you don't have a chance in hell, alright?"

Flash barked out a laugh, taking a step back in surprise. "Just what are you going on about, Davis?"

"Oh please," Brad spat, stepping in even closer. They were now only about a foot apart, forcing Flash to tilt his head up to look him in the eye. Brad loomed over him, his face hard. "I always suspected you had a crush on Penny. You've always been weirdly obsessed with her. And now you've been stealing her away and flirting with her every chance you had on this trip- first on the plane, and then in the city-"

"Wait-" he abruptly held up a hand to stop him, his face twisted in disbelief. "You mean when I found her nearly unconscious after a freaking monster destroyed half of Venice? That was stealing her away?"

Now he was mad. He didn't even care that he was attempting to stare down someone who was a whole head taller than him.

"You need to keep your narcissism in check, Davis. I don't give a shit about you, and I definitely don't need to try and sabotage your pitiful attempts at seduction, because it looks like you're doing a pretty good job of that on your own."

Brad flexed his jaw, but Flash didn't back down. Then, inexplicably, Brad seemed to relax, taking a step back from him in an almost peaceful gesture. "I didn't come here to fight, Thompson. In fact, I apologize for losing my cool, even though you were egging me on."

Flash smiled sarcastically. "Sure thing, Gandhi."

Brad didn't even flinch at the quip, his face still serene. "I just came here to tell you one thing." No longer was there any venom in his voice- in fact, he almost sounded pleasant.

Flash didn't trust it. The sudden mood swing made him uneasy.

"...And what's that, then?"

Brad smiled calmly, but his eyes were flashing. "Penny Parker doesn't like you."

Flash rolled his eyes. "Okay, dude, I get it-"

"No, no, no, not like that," he said, swiftly cutting him off with a wave of his arm. "She doesn't like you period. The only reason why she bothers spending time with you at all is because she feels sorry for you."

His stomach dropped. For once, he didn't have a snarky comeback.

"And it's so annoying," he continued, oblivious to Flash's affliction, "because she feels obligated to hang out with you out of the kindness of her heart- and let's face it, who else are you going to hang out with?- and it's getting in the way of us being together. She's afraid of making things official with me because she doesn't want you to be all sad and left out. It's really sweet of her, but you see why I'm a little irritated, right? Imagine yourself in my shoes."

Flash was still struggling to process this information, unable to come up with any words to respond with. I shouldn't listen to him. He's just saying that because he's jealous. His frail, little ego feels threatened by the time Penny and I spend together.

… Right?

Brad shook his head at him with pity, but he didn't bother masking his triumphant grin. "C'mon, Flash. Some part of you had to know that all along, right? That Penny only tolerates you?"

His mouth had gone dry, but he still managed to respond, although his words packed less of a punch than they had before. "Whatever, Brad. I never said I was interested in Penny in the first place, so I don't know why you're bothering to tell me all of this."

"But you are, aren't you?"

Brad must've taken Flash's silence for a yes. He reached out his arm as if to give him a sympathetic pat, and then seemed to change his mind, letting it drop back to his side. "Hey. No hard feelings, right? I know this is mostly so Penny and I can finally get together, but I'm also saying this for your sake. Imagine if you had tried to make a move or something. That would've been humiliating." He chuckled a little, and Flash could only imagine that Brad was visualizing the pathetic scenario in his head.

There were a million ways Flash could have retorted, such as pointing out that Brad had humiliated himself when he was rejected by Penny only hours earlier, but he couldn't manage the words. He kept his gaze on the floor, his head full of tumultuous thoughts.

It would make sense if it is true, really. What have I ever done for Parker that would warrant her friendship? God, has she figured out what my feelings for her have become? Has she really been merely tolerating me all this time?

When he next looked up, Brad was gone. At some point during his rambling reverie, he must've slipped back up to his room. Alone in the lobby, Flash decided to take a seat, not quite ready yet to head back to his own room and deal with Ned and Betty's relational bliss.

He dug his fingernails into his palms, leaving angry indentations on his hands. As much as Brad's words- and the potential truth behind them- hurt, he knew he couldn't just drop his mission because of them.

Maybe I don't deserve her friendship. Maybe she does just feel sorry for me. But that's not going to stop me from figuring out why she keeps getting hurt and putting an end to it.

Maybe I don't deserve her friendship now, but I can at least try to earn her trust.

Then the sound of the front door shutting caught his attention. He jumped up, whirling to face the entrance.

Speak of the devil, and she shall appear.

Penny Parker herself, looking bleary-eyed and slightly rumpled, entered the lobby wearing wrinkled sweats and a tank top, clutching a duffle bag to her chest. Her curls were an unruly mess, as if she had just shaken them out of a ponytail, and she looked like she was in desperate need for some sleep.

And despite all of that, Flash couldn't help but think she looked beautiful.

Immediately she met eyes with Flash, stumbling to a stop and looking very much like a deer in the headlights. They stared at each other for a beat, neither one saying a word.

"What are you doing still up, Flash-"

"Parker where the hell did you just come from-"

They both spoke in rushed whispers, their words colliding over each other as they each broke the silence at the same time. Penny clapped a hand over her mouth as Flash snapped his jaw shut.

Another beat passed. Then, so light on her feet he couldn't pick up a single sound, Penny hopped over to him, glancing nervously over her shoulder.

"Hey," she breathed, now close enough that she could've reached out and touched him.

"H-hi," he managed to respond, still completely bewildered. "Parker… what's going on? What were you doing outside?"

"Umm…" She tugged at a loose curl, wrapping it around her finger while her eyes flitted away from his. He tensed at the gesture, already suspecting that the girl was fabricating a new lie. "I... I wasn't tired, and I couldn't go to sleep, so... so I decided to go on a walk. Clear my head and stuff."

He squinted at her. "You weren't tired?"

She nodded, and then yawned. And then winced at her yawn.

Flash just shook his head at her, gently taking her wrist and guiding her towards one of the couches. Together they sat, although she kept glancing up at the stairs, looking very much like she wanted to escape his inevitable questions.

But he wasn't letting her get away this time. "You look absolutely exhausted. Forgive me for finding your excuse hard to believe."

She began picking at her fingernails, another telltale sign that she was hiding something. "Well I look tired now. Because I just went on a run."

"A run?"

"I mean, a walk. A strenuous walk."

"Sure. And why did you need to take that bag with you for your walk?"

She tensed, placing a protective arm on the top of the bag and carefully setting it on the floor, far out of his reach. "It's for… muggers. So I can sling it at them if they try to attack me. You know, safety first and all that," she added, giving him a cheesy thumbs-up like she was the poster girl for a PSA about protective eyewear.

Her comment made something inside of him snap. He clenched his jaw, attempting to stifle some of his anger, but mostly failing. "So you thought… you thought that a duffle bag could protect you?"

She shrunk away at his tone. "Uh… yes?"

"God, Parker, it's past midnight in a foreign country, and you decide to go out all on your own with nothing but a duffle bag? Even if I pretend to believe your 'going on a walk' story, that's still incredibly stupid! You could've been attacked, or gotten lost, or been kidnapped-"

"I can take care of myself, Flash!" She retorted hotly, crossing her arms and glaring at him. "I appreciate your concern, but honestly, I can take care of myself!"

He choked out a laugh, but it lacked genuine humor. "Really? You can take care of yourself? Aren't you supposed to be getting rest right now since you're, you know, recovering from a concussion?"

"I couldn't sleep!"

"Bullshit!"

She threw her arms up in the air in exasperation. "Why are we focusing so hard on me, anyway? What are you doing up?"

He opened his mouth, and then promptly closed it again. Should I tell her about Brad?

He decided the answer to that question was a big fat no. He wasn't ready for her to potentially confirm his claims yet, choosing to let himself believe that she truly saw him as a friend for at least a little while longer.

"I...I sleepwalk sometimes."

She looked unimpressed at his lie. "Uh huh. Suuure. Well, as fun as this chat has been, I need to hit the hay, so I'll see you tomorrow on the bus or whatever and we can just pretend this whole night never hap-"

"Holy shit Penny, what happened to your back?!"

As Penny had leaned down to grab her bag, the back of her shirt had ridden up slightly, revealing a large black and purple bruise striping along her spine. Flash stared in horror as Penny flinched away from him, tugging down her hem. The frustration on her face was quickly replaced with fear.

Why is she so afraid? What's happening to her?

"I-it's not- I mean- I-I'm, uh… It's from-" Every muscle in her body was tense, and she was poised to dart away at any second.

"Please, Penny," he said urgently, placing a firm hand on her shoulder to ease her nerves. His frustration had melted away, leaving only his intense feelings of concern. "Please, don't lie. Not this time."

She bit her lip, her hands still balled up in the bottom of her shirt. "Flash…"

He stood and placed himself in front of her, reaching for her hands and squeezing them in his own. To his surprise, he had to actively work to keep the quiver out of his voice when he spoke. "You can tell me the truth, Penny. I know I haven't given you much reason to trust me, but please, trust me with this. What is going on? Who is hurting you? Is someone threatening you? Is that why you're too scared to say anything?"

She squeezed his hands back, but shook her head at him, her face a conflicted mix of fear, sadness, frustration, and something else he couldn't quite place. "It's not that I don't trust you. I swear. It's…" The words seemed to stick in her throat. She sighed, squeezing her eyes shut, as if to block him and everything else in the world out.

But they were getting somewhere. They were finally getting somewhere.

"Please, Penny," He pressed, leaning in closer. He kneeled so they were now at eye level, with her still seated on the couch. "Whatever it is, maybe I can help. Father has connections, and we have more money than we know what to do with, so if there's someone that needs to be shut down or bought out, I can help make that happen."

"No… it's nothing like that…" she sounded pained. Still, he pushed onward.

"But there is something going on? Will you at least admit that?"

Eyes still shut, she pulled her hands out of his, standing and turning her back to him while pressing her palms into her eyes. He scrambled to his feet, afraid that he had done something wrong, that he had demanded too much too quickly.

"Wait, Penny, I didn't mean to-"

Still facing away from him, she held up a hand to silence him. Then, after a lengthy exhale, she straightened and turned around, her face stoic. Flash felt his eyes widen- he had never seen that expression on her face before. She looked strong, wise, mature… but also very, very tired. Instantly he knew that whatever secret she was holding, it was a nearly impossible burden for her to carry.

"I'm going to tell you the truth, Flash," she whispered. "Right now. Are you ready?"

He was too nervous to speak, to even breath, as if even that could convince her to change her mind. Anticipation flooded his veins, and he allowed himself to give her the slightest, almost imperceptible nod of encouragement.

This is it. She trusts me. She finally trusts me.

And, God willing, I can finally help her.

"Alright." Her tone was firm, self-assured. She looked almost regal, even in her sweatpants. She folded her hands in front of her, cleared her throat, and began.

"Sometimes it's a result of my own actions, sometimes because of others' choices, and sometimes it's just by chance, but I often find myself in dangerous circumstances, more often than 'normal' people do. It is a reality of my life that I will likely always face because of who I am, the parts of me that I can and can't control. Up to this point, I've come out on the other side of these experiences mostly unharmed, but with minor injuries as a result. I don't deny that it's strange, that it's out of the ordinary, but like I said, it's just the way things are with me. And trust me: it's safer to accept that fact than to try and look further into it."

Her speech was careful, precise, as if she was instructing someone who was prone to panic attacks on how to defuse an active bomb. He could tell that she was restraining herself, that there was plenty of information that she was intentionally holding back from him.

Flash stared at her incredulously when she finished. A moment of silence passed between them. She looked at him expectantly. And then...

"...That's it?"

The cool, calm, and collected Penny Parker was promptly replaced with the normal one. She dropped her perfect posture to lean against the wall, sucking in her cheeks and fiddling with her shirt again. "Uhh… yeah?"

"You mean to tell me that those bruises on your back are… are there because of chance? Because danger just happens to follow you everywhere you go?"

She huffed at him, crossing her arms once again. "Well, that's not exactly what I said-"

"Oh, forget it, Parker." He surprised himself with his own bitter tone- and Penny too, it seemed. A wince flickered across her face, and he felt an ache in his chest at the sight.

It wasn't her fault. Whatever was happening to her, she wasn't the one to blame- she was the victim of a circumstance that he couldn't even begin to understand, and all he wanted to do was to free her of her pain, but his instinct was to lash out.

Because he was so fucking scared he didn't know what to do with himself. Something was hurting her, and he had no control over it, and if he couldn't fight the thing that was causing her pain, then his anger and frustration and fear had nowhere to go… except right back at her.

It was like an out of body experience. He was looking down at the old Flash Thompson, his face twisted in a scowl, his voice dripping with disgust.

"That doesn't explain anything. That doesn't explain the lies, the constant excuses, the disappearing, the reappearing, none of it! I'm so sick of this! All I try to do is help, but you keep pushing people away!"

He was on autopilot. His emotions were heightened, and words were spilling out of his mouth faster than he had time to think them through.

"Flash, I don't… I don't know what you want me to say." She looked completely helpless, her arms limp at her sides, her eyes pleading. "There's so much- I, I just can't- ugh, it's impossible to explain!"

She didn't owe him an answer. She didn't, and he knew that. But his big fat mouth hadn't finished its run yet.

"Whatever. Why bother talking to me when Brad Davis is right around the corner, right?"

He regretted the words as soon as they escaped his mouth. Dude. You've really done it now.

She reeled back like she had been slapped. "What the hell does Brad have to do with any of this?"

He was spiraling, grasping at straws to come up with some reasonable explanation, but there really wasn't one.

Way to let your jealousy blind you, idiot.

He ran his hands through his hair, groaning to himself. "Nothing, Brad has nothing to do with this-"

"Seriously, Flash, you've got to stop doing this to me! One second you're acting like you genuinely care about my wellbeing, and the next your blurting out nonsense-"

"I know, I know!" In his frustration his voice had risen a little too loud, but he didn't care. "I know, I'm a complete idiot!"

"Flash, shhh!"

"No, Penny, let me say this! I'm sorry for acting so stupid and-"

Panicked, she clasped a hand over his mouth, staring urgently into his eyes. "I'm not trying to cut you off, but seriously, shhhh!"

And then he heard the footsteps. "Hello? Are those students down here?"

Mr. Harrington.

Thinking fast, he adjusted himself so that he was pressed flat against the side of the staircase, pulling Penny with him. They didn't have time to try and find a hiding spot, and could only hope that Mr. Harrington wouldn't come down the stairs and see them there.

They were standing shoulder-to-shoulder, scarcely allowing themselves to breath. Penny had moved her hand from his mouth to his hand. Silently, they waited.

The footsteps stopped at the top of the stairs, the creaking of the ancient wood giving away his spot. "Is anyone down here? Because you all need to be in bed!" Mr. Harrington's words hardly rang threateningly. In fact, the man simply sounded exhausted.

A beat passed. Flash sucked in a breath when he started stepping down, and Penny squeezed his hand tighter.

His mind ran with possible excuses. Well, you see, Mr. Harrington, Parker and I here both suffer from chronic sleepwalking episodes… Yeah, both of us, we actually see the same therapist for it, Dr. Orville Redenbacher…

The footsteps stopped about halfway down the stairs. There was a sigh, and then a quiet "I really don't get paid enough for this."

And then, to Flash's absolute relief, he was treading back up towards his room. Just before he reached the hallway, he whisper-yelled: "whoever's down there, just make sure you use protection!"

Penny slapped a hand over her mouth to stifle her snort. Flash felt his face get hot.

And then his bedroom door shut with the unmistakable click of a lock.

They both looked at each other, stunned into silence from both shock and relief. Penny didn't move to take her hand out of his, and neither did he.

After finally catching his breath, he decided to continue.

"So back to what I was saying," Flash whispered, heart still thudding from the rush of adrenaline, "I do care about you. I just have a really shitty way of expressing my feelings sometimes."

Penny cracked the barest of smiles. "I know," she said in a small voice. "You dumbass."

And then she rose to her tip-toes and planted a gentle kiss on his cheek.

The world stopped for a moment there. He could've sworn it did. It was the smallest, most innocent gesture, but it was then and there that the intensity of his feelings towards Penny Parker became increasingly evident to him.

And that was just from a cheek kiss. Brad better know how lucky of a guy he is.

Flash fought off the goofy grin that threatened to spread across his face. His cheek felt warm where her lips had been. He tried to come up with a witty remark to lighten the mood a little, but she had rendered him speechless.

She smirked at him. "I think it's best we head up now before Mr. Harrington starts to worry too much about protecting his students' chastity."

Leave it to Parker to make a joke when he couldn't think of one.

He chuckled, finally (reluctantly) releasing her hand from his. "True. It's bad enough he had to deal with literal monsters on the trip- the poor guy's now thinking he's gonna have to add accidental teen pregnancy to the list."

Penny pressed her lips together to hold in her laugh, shaking her head at him.

As they headed up the stairs, Flash wondered if sleep was even possible at this point. And it wasn't because of excessive consumption of caffeine.