A/N: Hey guys!

So sorry for the extra week I took on this chapter- I ended up covering two extra shifts unexpectedly and wasn't able to finish writing in time.

Just as a heads up, longer gaps between updates will likely become more common moving forward. I have a friend's wedding coming up, I'll have to move into my house for the upcoming college semester soon, and classes will be starting back up in August. However, I am committed to this story! What will likely happen is the updates will be switched from weekly to monthly, which I know will suck, but we'll still have a steady posting schedule!

Also, I'm sorry for not replying to reviews, but please know that they still mean so so much to me! I plan on replying to everyone soon- I have read all of them and they have been so kind and encouraging :)))

As always, feel free to send me your suggestions and ideas as well as any feedback, negative or positive!

Love you all dearly, and thank you for sticking with this story :)

Getting up that next morning was one of the hardest things Penny ever had to do in her life. And this was coming from a girl who once pushed herself out of the ruins of an entire building that had collapsed on top of her.

After that rather emotionally confusing encounter with Flash, all she had wanted to do was collapse in her bed and replay the moment that he placed his hands into hers, or the way he drew up his eyebrows in concern when he saw the bruises, or the flustered expression on his face when she kissed his cheek, over and over again until she fell into a blissful sleep.

The whole "shove your feelings for him way way deep inside" thing was really not working out for her.

But she didn't even have time to dwell on her chaotic teen love life, because the literal second she stepped foot in her room MJ had yanked her to her bed and (politely) demanded that she spill every single detail about how Midtown High's own megadork Penny Parker became Queens' most beloved superhero.

And while Penny was exhausted and filled with thoughts of Flash Thompson, she was more than happy to oblige. It was about time MJ knew everything.

Unlike Ned, who had pestered her with a billion questions when he found out her big secret, she quietly sat back and listened as Penny rambled through her backstory, starting with the spider bite, zig-zagging through the numerous battles she's faced in a nonlinear pattern, and finally, hours later, ending with the most recent events regarding Mysterio and the elementals. Even though she was disorganized and unrefined in her speech, MJ was patient, only throwing out the occasional question when she felt her friend had missed something.

One question in particular stood out to Penny, mostly because it was one of the first questions Mr. Stark had asked her when they first met. It came out of nowhere, in the middle of Penny gushing about the time she webbed Cap's shield.

"Wait, why do you go by Spider-Man, by the way? Why not Spider-Woman?"

Penny had paused mid-sentence, biting her lip and taking a moment to collect her thoughts.

It took her slightly off guard, but of course it made perfect sense why she would want to know. After all, Penny and MJ had discussed before the lack of emphasis on the female members of earth's greatest heroes. Why, then, wouldn't she proudly stand up as one of the more well-known heroines of the Avengers team?

She let out a measured breath, locked eyes with her friend, and began her response. "Well... all of the newspapers and commenters on Instagram and YouTube and stuff thought I was a man anyway because of my baggy costume," Penny started, "and you know I'm already very lacking in the chest department, so I just decided to roll with it, wear a chest binder, and use the 'Spider-Man' name to further hide my identity. Oh, and I also have a voice modulator in the suit because while I may look more like a 12 year old boy than a 16 year old girl, I definitely don't sound masculine. Sooo… yeah. That's it, I guess."

MJ squinted at her, pursing her lips. "...I don't buy it, Parker. That seems like a lot of work for only a little help with the secret identity thing."

Penny squirmed uncomfortably under her probing gaze. "Well… I guess there maybe is another reason."

MJ waved an encouraging hand for her to continue, and Penny swallowed. She hadn't told this part to anyone, not even May.

"Okay. The truth is... I like that Spider-Man is Spider-Man because that separates him even further from Penny Parker. Like, when I'm him, I'm a completely different person, and it just works. When I put on the mask, I feel free. I love being Penny Parker, don't get me wrong, and it's not a questioning of my gender identity or anything, but… I like that they're so clearly separate. That the hero stuff can be the hero stuff and my real life can be my real life." She let out a long exhale, peeking up at her friend nervously. "Does that make any sense?"

MJ chuckled at her, smiling fondly. She wrapped her arms around Penny, enveloping her in the warm cocoon of her arms, and she felt herself melt into the comfort of her embrace.

"Yeah, Pen, it makes sense," she soothed, squeezing her tightly. "I mean, I don't fully get it, but I'm also not living a double life with spider-enhanced powers. But as far as my simple human brain can understand, it makes total sense to me."

Penny burrowed further into her embrace, relieved. "Thanks, MJ. But geez, when you talk like that, you make it sound like I'm not even human."

"Well, I have heard rumors that you lay eggs..."

Penny jolted out of her arms. "WHAT?"

"Kidding, I'm kidding!"

"Ugh, that's so gross!"

"...But seriously, do you lay eggs?"

Sweet moments only lasted so long when it came to the two of them.

Overall, however, it was a great conversation. Of course, there was only so much Penny could divulge in a single night, but it still left her feeling enormously relieved that MJ knew this secret side of her, and that she understood her, too.

But this also meant that the girls achieved a grand total of two hours of sleep before Mr. Dell was banging on their door, resulting in a series of groans and muttered curses from the pair.

Penny didn't bother changing out of her sweats and tank, choosing to lazily throw on a cardigan and tame her messy curls into two braids so she could appear halfway decent. MJ had done even less, deciding to brave the bus in her flannel PJ bottoms and oversized T-shirt.

Penny couldn't help but admire her friend. She really didn't give a shit, and it was honestly inspiring.

They were the last students out the door, squinting in the bright light of the morning sun as they halfheartedly shielded their eyes.

"You know, Antarctica has no sunlight for six months of the year," MJ muttered sleepily. "I might get a vacation house there someday."

Penny barely heard her comment, as she was scanning the crowd of students for the boy that had been gradually taking over her thoughts for the past 24 hours. She finally spotted Flash Thompson sprawled on a bench, swiping through his phone disinterestedly with his headphones jammed in his ears. As per usual, his hair was perfectly styled while still looking effortless, his outfit coordinated and wrinkle-free, and her enhanced sense of smell could even pick up his scent, a combination of fresh mint and sage, likely a result of his mouthwash and cologne. The only imperfection she could spot was the hint of dark circles under his eyes from lack of sleep, but she knew he must've woken himself up at least an hour early in order to get ready.

She cringed at her own train of thought. Yikes, Penny, way to go into stalker mode.

Suddenly nervous to approach him, she willed his eyes to meet hers. It turns out her powers didn't include telepathic abilities, however, because instead it was Ned who spotted the girls in front of the door. When he caught sight of Penny and MJ, he waved in their direction, leaving Betty's side to jog over to them.

"Hey guys! No offense, but why do you both look like extras on the set of The Walking Dead?"

Penny and MJ shot simultaneous glares in his direction. He audibly swallowed.

"Uh… what I mean is you guys look good enough to be on TV! So it's a compliment!"

Penny couldn't help but crack a smile. "Gee, thanks, Ned."

"You really know how to make a girl feel special," MJ added, shaking her head.

"Thanks. But seriously, are you guys good?"

Penny knew she should've given him a proper, articulate answer regarding everything that had occurred in the past few hours, but she was too exhausted to care. Grabbing them both by the wrist, she led them behind the corner of the building for some semblance of privacy, and bluntly announced: "MJ knows I'm Spider-Man."

There was a moment of silence as he took in the new information, and then all of the color drained from Ned's face. His eyes rapidly darted between the two. "Uhh… good one Penny! Ha ha! That's a funny joke that's definitely not true, because Spider-Man is a man, and you're not a man, you're a lady, and-"

"No, seriously," Penny interrupted, rubbing her temples tiredly, "she knows. After Nick Fury came to our room last night-"

"Wait, MJ got to meet Nick Fury!?"

"Keep your voice down, rookie," MJ deadpanned, fighting off a smirk. "We're trying to keep a low profile here. At least, that's what Fury wants."

Ned glowered at her. "This isn't fair! I'm the guy in the chair! I'm the first one she told!"

Penny cocked her head in thought. "Well, to be fair, I wasn't exactly planning on telling you when I accidentally swung in through the window-"

"C'mon, Penny! You know that guy's number 12 on my list of 100 people I've been dying to meet! Why didn't you at least sneak me into your room?"

"It was classified information, Ned," MJ said calmly. "And as Spider-Man's partner, I couldn't allow the room to get too crowded during the briefing."

"Partner?!"

"Ugh, I'm too tired for this. She's just messing with you, Ned," Penny explained, making a face at MJ, who was cackling. "I totally would've grabbed you, but he was not in a good mood. He even almost shot Mr. Harrington with a dart gun. Promise I'll get you next time, alright?"

Ned nodded slowly, the baffled expression still on his face. "Alright. Sorry. But let's back up a bit- since when does MJ know? And why is Nick Fury sneaking into your room? And why is he almost shooting our chaperone?"

MJ shrugged, casually flicking a piece of lint off of her shirt. "I dunno. I guess I've known three months now? You guys are super obvious."

Now it was Penny's turn to be indignant. "Obvious? What do you mean? We're always careful!"

"Yeah, and that's why you are always disappearing while Ned rattles off the world's lamest excuses. I swear he's used the 'she forgot to turn off her curling iron' one a million times, and you literally have naturally curly hair. I don't think you even own a curling iron."

Ned looked stunned. "You don't curl your hair?"

"Yikes, dude. Good thing I'm part of the team now to help cover for you."

"Hey, you didn't know I was Spider-Man for sure until Fury showed up," Penny corrected with a teasing grin. "You can't take that much credit."

MJ pursed her lips, considering. "I guess. But I definitely would've figured it out for sure in another month, tops."

"Uh-huh. Toootally."

Ned frantically waved his hands, drawing their attention back to him. "Okay, so why is Fury here? Is the water thing coming back or something? Because Betty and I are trying to enjoy this romantic European vacation, and more monsters would definitely kill the vibe," He said, wringing his hands nervously. "And as much as I enjoy watching tragic rom-coms, I'd prefer that we both live."

Penny turned to face him fully, her face grim. "Actually, it's even worse than just 'the water thing'. And it's hard to explain, but the basic gist is that there are crazy monsters made up of the four elements that want to destroy the earth called elementals-"

"Woah, cool name."

"Right? And they already destroyed Mysterio's earth in an alternate universe-"

"Holy shit, so there's a multiverse!?"

"Yeah, I know!"

"That's insane!"

"Hey!" MJ snapped her fingers in front of them, shocking them out of their nerd-fest. "We don't have much time before we get on the bus, and this isn't exactly a conversation that can be held publicly."

Penny squeezed her eyes shut, re-focusing. "Right. You're right. Anyway, we don't have to worry, because Mysterio and all of S.H.I.E.L.D. is totally on it."

Ned sighed in relief. "Thank goodness. And Spider-Man too, right?"

Penny set her jaw. "Nope. Not this time. I'm staying out of it."

"What? Seriously?" Ned glanced at MJ for confirmation, who nodded glumly. Penny couldn't help but feel slightly irked at the exchange.

She crossed her arms in front of her chest, looking away. "Yes, seriously. They can handle it on their own, and I'm not cut out for stuff like that, anyway."

Ned was still staring at her in disbelief. "But you've gone toe to toe with Captain America! You've been to space! You've fought Thanos!"

MJ stayed silent, but she gave Penny a knowing stare and raised her eyebrows, as if to say he's right, you know.

Penny knew they were just trying to be encouraging, but it only made her feel worse. She appreciated that they thought she could handle herself against such harrowing enemies, she really did, but she knew her own abilities better than anyone, and she knew she wasn't cut out for this caliber of enemy. She was still the friendly neighborhood Spider-Man, and she liked to keep it that way.

Sighing, Penny waved them both off and began walking back to the group of students that were waiting in front of the hotel. MJ and Ned were forced to follow, exchanging concerned glances with each other.

Before reaching earshot of the others, Penny turned and said in a low voice, "it doesn't matter. I told Nick Fury no, and he's respected my decision. Let's just get on that bus to Paris, enjoy our vacation, and be happy that we're not going to Prague."

No sooner had the words come out of her mouth than Mr. Harrington burst out of the front doors, nearly ramming into Penny had she not sensed him coming and quickly sidestepped out of the way. "Good news! We're going to Prague!"

Penny felt her eyes bug out of her head. "What?"

Her classmates, congregated in a small cluster in front of the building, cut their conversations short to turn and address their teacher with wide eyes. Everyone started chattering at once, the sudden cacophony of questions making it nearly impossible to comprehend a single sentence.

"We're going to Prague now?"

"What happened to Paris?"

"Did the monsters reach France?"

"Great, now I'm going to have to go back and edit my travel vlog!"

Mr. Harrington raised a hand to silence them, bouncing on his toes excitedly as he shared his news. "Yeah, the tour company called! They upgraded us! You should've heard me on the phone with them. I really gave them hell. All I heard was crying."

Ignoring his comments, Penny whirled to face her friends, who seemed equally confused.

And then, all at once, they weren't.

Wait… He didn't...

Penny's suspicions were confirmed when they were led to their new bus, where the buff S.H.I.E.L.D. agent she now knew as Dimitri was standing with a sign reading "Midtown High."

He didn't look too thrilled to be driving a group of teenagers across Europe. Then again, he didn't seem like someone who was ever thrilled to do anything.

"Look at our upgraded ride," Mr. Harrington beamed. The rest of the students followed closely behind, oohing and ahhing at the sleek, modern vehicle.

Penny was not impressed. She caught eyes with Dimitri, who allowed his gaze to rest on her long enough for an understanding to pass between them.

I'm in this, aren't I? Spider-Man has just been kidnapped by S.H.I.E.L.D. The weight of this new responsibility settled on her, and she felt herself physically wilt under the pressure. Great.

Ned, noticing the exchange, placed a hand on her shoulder. "Penny, what's going on?"

"Do you know that guy?" MJ watched in amusement as Mr. Harrington attempted to shake hands with the agent, who stood there silently until he finally gave up, awkwardly shuffling onto the bus. Penny realized the brief nod of acknowledgement he had given her last night was probably as warm a gesture as she would ever get from him.

"Yeah. I think Nick Fury just hijacked our summer vacation," she said flatly.

"Awesome!"

MJ and Penny both stared at him, but Ned was unphased. Stars in his eyes, he ran up to the bus, making sure to give Dimitri an exaggerated wink and thumbs up before sliding into a seat next to Betty.

"Yeah, awesome," Penny muttered under her breath.

MJ nudged her shoulder. "You have to admit it's at least kinda cool."

Penny made a face at her, prepared to say something along the lines of 'it's less cool when you're the one who is literally responsible for the fate of the world when you're just trying to spend your summer stuffing your face with foreign food,' and then immediately stopped herself when she saw Brad heading their way.

Oh, yeah. With everything that happened yesterday, I've totally forgotten about Brad. Is he upset about the whole kiss rejection thing? Is he here to tell me off, or is he going to act like nothing happened?

He flashed her his typical winning smile as he approached, and to her surprise, she wasn't attacked by the same butterflies that she had felt in the past. Instead, she felt perfectly at ease, smiling back genuinely, but with less enthusiasm.

MJ, noticing his approach, turned to her and said, "I'm going to snatch a seat near the back and sleep the whole way to Prague. You can join me if you want, but I'm just as happy to take the whole row to myself."

Her tone was nonchalant, but Penny caught the subtext behind her words. MJ had given her an out if she didn't want to talk with Brad, but also made it so she wasn't obligated to sit with her. MJ would probably never admit it, but it was a sweet gesture.

Penny gave her shoulder a light squeeze and then nudged her towards the rest of the class. "Yeah, sure. You go on ahead."

With all the Spider-Man talk that night, Penny never had the chance to share her night encounters with both Brad and Flash to MJ. Even without the knowledge that she was now questioning her feelings, MJ's crazy intuition must've told her that something had changed between Penny and Brad, that for some reason Penny was less eager to spend time with the Midtown hottie than she was before.

Either that, or her general dislike for Brad was her motivation. Regardless, Penny was grateful.

"Hey, Penny," Brad crooned once he reached her side, his smile still brilliant. He was standing a little too close for comfort, towering over her with his lanky frame. Even though her instinct was to take a step back, she resisted, not wanting to seem standoffish after the awkwardness of the night before. "Sit with me on the bus?"

Penny opened her mouth to reply, and then closed it again. The obvious answer was on her tongue, but she felt hesitant.

Of course she had to say yes. After the misunderstanding yesterday, her top priority needed to be convincing Brad that she was, in fact, still very interested in him. That was the whole goal of the trip, right?

But despite that knowledge, she found herself holding back. Glancing behind her, she easily spotted Flash seated in the first row by himself. This time he did seem to sense her gaze, eyes flitting up from his phone screen to meet her own. He removed an earbud, raising his eyebrows in a silent question.

Then he noticed who she was standing with. His expression darkened.

When Penny glanced back at Brad, she saw that he had followed her gaze, scowling back. The exchange left her feeling unsettled, as if her simple reply regarding bus seating arrangements would hold a much deeper meaning than she intended it to.

"... I'm probably just going to sleep the whole time," she admitted sheepishly, willing herself not to look back at Flash. "I'll be a pretty boring seat partner."

He broke away from his glare-off with Flash, the smile returning on his face, though this time it seemed a little forced. "Doesn't bother me. You can sleep on my shoulder, if you'd like."

Again, she knew she should've been containing an excited squeal at the prospect of snuggling with Brad Davis on the bus. Instead, she felt somewhat disappointed. If she was being completely honest with herself, she was hoping her response would've changed his mind.

No such luck.

"Well… alright, then. If you're okay with it."

He beamed at her. "Great! After you." He made a sweeping gesture towards the bus, and Penny skipped up the stairs with her head down, refusing to make eye contact with Flash. For some reason, her choice felt like a betrayal.

She slid to a seat near the back, Brad eagerly following suit. The exhaustion settled on her like a heavy blanket, her eyelids drooping the moment she sat down.

Brad, as per usual, was all sweetness and chivalry. "Hey, I promised you a shoulder," he whispered, his breath tickling her ear. "I really don't mind."

She nodded gratefully and settled against him, sliding her eyes shut. And then frowned.

Honestly, she should've seen this coming, given their drastic height difference. Brad Davis's generously offered shoulder was too high up for her cheek to reach, so she instead found herself pressed against the hard muscle of his bicep, which, while very attractive when he wore tank tops, was distinctly uncomfortable. She shifted slightly, trying to find a spot that didn't feel like she was leaning on a literal boulder, to no avail.

I wish I could go back to that plane ride with Flash. His sweater was so soft, and with him only being inches taller than me, he's the perfect height for me to lean into, and he's so warm, and the way he breathes when he sleeps is so soothing...

"Penny? Is everything okay?"

She flushed, suddenly worried he could read her thoughts. "Huh?"

"You keep moving around," he said, eyebrows drawn. "Are you not comfortable?"

Penny let out a sigh of relief. Of course he couldn't read her mind. She had been hanging around superheroes too much.

"No, to be completely honest. It's not your fault, though! Bus rides are never very comfortable," she quickly added.

Brad nodded in understanding. "That's true. You could always lay down on my lap, if you'd like."

He said it casually, but the thought of laying down on his lap for their entire class to see- or maybe more so for one individual to see- made her nauseous.

"N-no, that's alright. I think I'll just lean against the window instead."

Now it was Brad's turn to flush. "Oh. Yeah, no, that's cool." He scratched the back of his head awkwardly, shifting away from her so she had room to reposition herself.

Penny squeezed her eyes shut and leaned against the cool glass, willing herself to fall asleep as quickly as possible to escape the suddenly very uncomfortable situation.

Alright, let's think comforting thoughts… clean white sheets and the sounds of rain… candlelight and warm cups of honeyed tea… the scent of mint and sage...

And thankfully, for once, her prayers were answered. Penny was in dreamland in seconds, her arms wrapped protectively around her torso as she drifted off.