A/N: Here it is, guys! As promised!

Going forward, updates will now be monthly, but I promise to keep this story going!

As always, your support means the absolute most to me. Thanks for continuing to read, guys! Enjoy this chapter!

"Woah. This place is so classy!"

Penny couldn't help but nod in agreement with Betty as they stepped into the lavish hotel. The polar opposite of the dingy motel in Venice, this place was all white marble and chiseled granite, lavishly decorated with gold accented furniture and lush greenery. The gentle sounds of classical piano washed over them as they stepped inside, and Penny was suddenly very aware of her less-than-classy attire. She self consciously pulled her curls out of their two braids, fingering through the strands of hair until they were somewhat tamed.

"Yeah, so why are we here?" Someone muttered behind her. A few students chuckled in response.

Flash, on the other hand, looked close to tears, eyeing the immaculate lobby with relief. "Speak for yourself- I'm home! Finally some clean sheets and hot showers," he sighed, striding in and handing his luggage to a nearby hotel attendant like he owned the place.

Penny rolled her eyes at him, but she followed suit, muttering a quiet thanks to the employee after handing off her bags. "I forget how spoiled you are, sometimes."

"Refined, Parker. The word you're looking for is refined," he corrected, smirking at her. "And also very rich."

"Very snobby."

"Very wealthy."

"Very pompous."

"If you two would stop flirting for a second, you'd see that Mr. Harrington is trying to speak with us," MJ deadpanned, although the corners of her lips were quirked into a smile.

Both flushing, they simultaneously clamped their mouths shut and began walking towards the center of the room with the rest of the students.

MJ forgets that I have access to killer drones, now, Penny thought to herself, shooting her a mock-glare.

"Good, looks like everyone is here," Mr. Harrington announced once they had joined the group. "Well, everyone just get settled in, rest up, because tonight, big surprise, is Prague's annual Carnival of Lights!" He made a grand gesture towards the poster to his right that featured the event, and the class whooped and cheered in response, seeming genuinely enthusiastic for the upcoming festivities.

Penny did her best to smile and play along, but inside her heart was seized up with dread. As much fun as the carnival sounded, and as much as she wanted to participate, she was forced to think as Spider-Man rather than Penny Parker.

With the Carnival going on there'll be countless people on the streets for the fire monster to attack, and if we all go, then everyone here will also be in danger of attack…

She nervously glanced to her side, watching Flash as he cheered with the rest of the class with a heavy heart.

...No. We can't risk that. There has to be some way I can keep everyone safe.

Sensing her eyes on him, Flash turned to her, his smile instantly dropping when he met her serious gaze.

"Hey, what's wrong, Parker? Not a fan of crowds or something?"

She blinked, suddenly short on excuses. "Uhh…"

To her relief, she was saved by the chiming of her phone. She smiled apologetically at him as she fished it out of her pocket. "Sorry, one sec!"

"Wait, Penny-"

But she had already stepped away, whipping out her phone and dusting it off on her cardigan before holding it up to her face.

Unknown number, the screen read, but Penny had a sinking feeling that she knew exactly who was calling. She took a deep breath to steel herself, and then answered the call.

"Hello?"

"Parker, it's Hill."

Penny closed her eyes and breathed a quiet sigh of relief that it wasn't Fury this time. As much as she admired him, every encounter with him seemed to bump up her stress level 10 notches higher.

And she knew she was going to be chewed out for the whole 'almost blowing up Brad' thing. That wasn't going to go down well.

"There's an earpiece with your suit," she continued. "Put it on and wait for further instructions. Understood?"

Penny nodded, then, realizing she couldn't see her, quickly added, "uh, yes, ma'am."

"Alright."

She hung up and turned to walk back to the group, but stopped when she saw Ned coming over.

"Ned?"

"Hey, Pen. Look," he began, eyes full of remorse, "I am so sorry if I seem preoccupied with my relationship. You know, I'm still your guy in the chair."

She brushed him off with a quick wave. "No, no, it's all good! Don't worry about it." She attempted to smile at him, but her eyes were already wandering past his head towards the group, where Flash was still looking worriedly in her direction.

What am I going to do? They'll all be in danger...

"You sure?"

Her gaze snapped back to him. "Positive. I know you've got my back, Ned."

I'll talk to Fury. It'll be fine. Right?

"You sure you're sure?"

"Uhh…" she furrowed her brow, redirecting her full focus onto her best friend. "Ned… is this about MJ finding out?"

"... Maybe?"

This time the grin that spread across her face was genuine. "Trust me- you're still my number one guy, Ned. You've saved Spidey's ass countless times- and Penny's too, if we're being honest. Just because you're investing in your new relationship doesn't mean I'm going to stop relying on you, okay?"

His expression visibly softened as her words reassured him. "Yeah. Okay."

"So we're good?"

He grinned at her, raising a fist for a quick bump, which she gladly received. "Yeah. We're good." He turned to leave, but then hesitated, a curious expression flickering on his face. "Well, actually, I also came to ask about the status on the whole elemental thing. Where's it going to happen?"

Her smile dropped. Shuffling her feet, she quietly muttered, "uhh… here in the city?"

His eyes bugged out in shock, and she quietly thought that he looked like a cartoon character in the midst of a grand realization. "Penny, we're here!"

"I know, I know," she said, tightly crossing her arms over her chest. "It's not good, it's-" she sighed, squeezing her eyes shut as if she could block out all her problems that way. "I'm figuring it out."

"You have to do something, Penny," Ned said, panic rising in his voice. "Please. We're all counting on you."

Penny knew this wasn't Ned's intention, but the stifling weight she felt on her shoulders seemed to double from that statement.

They're counting on me. I have to do something. They're counting on me. I have to save them.

She resisted the urge to press her palms against her ears, knowing that would do nothing to stifle her internal monologue. "I know, Ned, I-"

"Ned?"

They both whirled around. Betty was fervently waving him over.

Penny and Ned exchanged glances. She gave him a quick nod.

This is my burden, not his. He should just be having a good time with his girlfriend.

"You sure?" He quietly asked, although his eyes were already on Betty. "You don't need your guy in the chair right now?"

She did, but she wasn't about to tell him that. "Yeah. Go ahead." She gave him a quick wink, and then she waved at Betty, who cheerfully waved back.

That was all the encouragement he needed.

"Coming, babe!" He jogged back over to her side, leaving Penny by herself. She hesitated before rejoining them, allowing herself another moment alone with her thoughts.

Okay... the elemental will be here in the city, and we're in the city, so I just have to figure out a way to keep everyone contained somewhere else so that I can fight this thing off with Mysterio- uh, I mean, Mr. Beck- without hurting anyone, but that's basically impossible because there's no way the city will shut down this huge event and everyone here really wants to go, but they can't go or they'll get hurt, so how am I supposed to-

"Yo, Parker!"

Penny jolted out of her thoughts to see the class already dispersed, everyone excitedly chatting among themselves and exploring the lobby area. Flash was striding towards her, a question on his face.

"Yo, Thompson," she called back teasingly, attempting to smooth out her troubled expression.

He seemed to somewhat buy it, because some of the tension lifted from his features. "Hey. Was that your aunt?"

She silently thanked him for coming up with her lie before she had to. "Yeah, that was May. Just checking in and all."

"Nice."

"Mhm."

Feeling the urgency of her phone call that wasn't with May sinking in, she gestured towards the elevator, and they both started walking towards it. While she cherished the moments she could just be Penny Parker, a girl who had recently realized she was head over heels for a boy who genuinely cared for her unlike any boy (besides Ned, but that was very different) had before, she knew her top priority needed to be getting that earpiece and preparing for the upcoming mission.

They stepped into the elevator, and Penny was surprised to find that they were the only ones in the surprisingly large vessel. The door slid shut behind them.

"Are you not looking forward to the carnival tonight?"

Penny had been expecting this question. He had caught her with her face unguarded earlier, and the fear had been written all over her.

"...Well, to be honest, no." And I'm not lying this time, she thought to herself.

He leaned his shoulder into the side of the wall, propping himself up against it. Even though this was one of the largest elevators Penny had ever seen, he stood close to her, close enough that her stomach was attacked by a new swarm of butterflies. "Why not? It looks fun."

"Yeah, well…" She sucked in her cheeks, mind racing for something to say. The next words spilled out of her mouth before she could fully think them through.

"...I just feel like we've lost the point of the trip. This is supposed to be a science trip, right?"

She cringed internally. Wow. Megadork Penny Parker strikes again. Now Flash is going to think you're a total loser.

But instead of rebuking her, a strangely fond expression crossed Flash's features. "You're upset… because the carnival isn't scientific enough?"

She flashed him a nervous smile, praying he'd buy it. "... Yes?"

Tipping his head back, he released a loud laugh that echoed off the sleek marble. She was too embarrassed to join in, pressing her fingers against the warm spots on her cheeks.

"Not scientific enough," he repeated, wiping tears of mirth from his eyes. "You're a class act, Parker. I don't think I'll ever meet anyone else as remotely interesting as you in my life."

That made her eyebrows shoot up, and she dropped her hands from her cheeks. "Interesting? Me being a total nerd makes me interesting?"

"To be fair, we go to Midtown. As much as I hate to admit it, we're all nerds. But no, Parker, there's plenty more than that big brain of yours that makes you interesting," he chuckled, leaning in even closer.

She swallowed hard, but she didn't lean away. In fact, she realized she was actively keeping herself from giving into his gravitational pull and leaning in as well. They were just inches apart, now. "Really? Like what?" Her throat was dry, but her voice, thankfully, was steady.

He raised his arm, pressing his hand against the wall close to her head. "Plenty of things. For one, you're one of the most unpredictable people I've ever met. The second I think I've got you figured out, you go and do something that proves the opposite of what I originally thought. You're also fearless- a little too fearless, if you ask me- and you don't hesitate to put yourself at risk if it means you'll be helping others in any way. You're a teenage girl who still plays with legos without shame, and you eat more than a 6 foot tall linebacker despite being rail thin-"

Penny had been pleasantly following along at that point, giving him shy smiles and fiddling with the hem of her shirt while the compliments washed over her, until he hit that last point, breaking the spell. "Hey! I don't eat like a linebacker!" Her hands rose to her hips in indignation.

His smile only broadened. "C'mon, Parker, it's nothing to be ashamed of. It's actually rather impressive."

"Oh, gee, thanks a lot, Flash! Every girl wants to be told she's a total pig!"

"I didn't call you a pig-"

"You might as well have-"

"-I've actually always thought it was kinda cute."

She froze, the retort dying on her tongue. She scanned his face for signs of teasing, for the flush of embarrassment, but didn't find either. In fact, he looked almost… earnest. Sincere.

"You… what?"

The smile lingered, but it was softer now. "I've always thought it was cute."

That you were cute. He didn't say it out loud, but she felt the presence of the unspoken words regardless.

The mood had shifted. Amidst her reprimanding, they had somehow ended up even closer, breathing the same air as they watched each other, she looking up into his eyes, him looking down into hers, waiting for someone to make the next move. Her own hands twitched towards him, yearning to reach out.

I could kiss him. I could kiss him right now.

And just as the thought jumped in her head, the doors flew open.

"Hey, guys! Heading to the rooms?"

They both sprung apart, her back thudding against the elevator wall while he tripped backwards several steps. In his haste, Flash's ankle had gotten hooked on hers, and he was sent sprawling to the ground. One of his legs shot out as he landed, catching her shin, and she doubled forward, landing next to him with a yelp.

Ned and Betty, standing in the entryway, stared at them with wide eyes.

Ned was the first to break the awkward silence.

"Whoops, didn't mean to scare you both!" He quickly stooped down, grabbing Penny's arm and yanking her to her feet. She thanked him but didn't meet his eyes, also avoiding Betty's investigative stare. The last thing she needed was the queen of the school news crew reporting on her relationship with Flash before anything had even happened yet.

While Ned was helping up Flash, Penny took in her surroundings, eyebrow knotting in confusion. "Why are we still on the lobby level?"

"Did you guys never press the button?" Betty narrowed her eyes at Penny, who was suddenly sheepish. "Huh. Must've been having a pretty interesting conversation to forget something like that. Right, babe?" She turned to Ned, dropping out of reporter mode as she smiled lovingly at him.

"Yeah, babe," Ned responded, smiling obliviously.

Penny robotically stepped back into the elevator along with Betty and Ned, who were now standing between her and Flash. She fought the urge to hide the growing flush on her neck.

Holy shit. I could've kissed Flash. I would have if they hadn't come in- my first kiss just like that!

She timidly trailed her gaze along the floor, across the wall, finally resting on his face. He was staring straight forward, looking a little red and flustered himself. He had lost a button on his shirt in the scuffle, and his hair was all mussed. She fought the urge to walk over and fix it for him.

The ride up to their floor seemed to take forever. She tapped her foot anxiously, ready to bolt the moment the doors slid open, to run straight to her room and scream in her pillow and try not to die from embarrassment.

But Betty was more intuitive than she gave her credit for. As soon as the floor beneath them settled, she hooked her arm around Penny's elbow, shooting her a devious grin.

"You boys have fun- Penny and I are going to have some girl time! Right, Penny?"

She blinked at her, slack jawed. "Uh- erm, I mean I'm actually a little busy- woah!"

With more strength than she thought the small blonde capable of, Penny felt herself being whisked away down the hallway, leaving the two boys behind in their dust.

Flash's heart was still thudding uproariously in his chest even as Penny was being dragged away by an overly enthusiastic Betty.

She knew now. If she wasn't sure before, she had to know that he was very much into her. Maybe even more than "into her," if he was being honest with himself.

And, if he had read her reaction correctly, it looked like she just might be into him too. She had been leaning in towards him, her eyes fixated earnestly on his face in a way that made him lose his breath entirely.

Holy shit. Is this actually happening?

Of course Betty, sharp as a whip and ranked third in their class (just behind Penny and Flash) for a reason, had caught on to the atmosphere between the two of them immediately. He suspected Penny was now due for a long "girl talk" session, where he knew with absolute certainty his name would be brought up a number of times.

What would I give to overhear that conversation...

Ned, a prodigy with computers and one of the best mathematicians at Midtown, was completely out of his wheelhouse with this situation. To Flash's amusement, he stared off at the two girls with his brow knotted in confusion. "That's weird. Betty and I were just talking about exploring the hotel together. I didn't know she and Penny had plans, too."

Flash snorted, clasping a hand on his shoulder. "I'm pretty sure this is more of a spur-of-the-moment-thing, bud."

"Really? Why?" He cocked his head to the side, still completely clueless. "I mean, I know they're friends and all-"

"Because Penny and I were flirting in the elevator, Ned. Betty's dragging her away so they can go talk about it."

The statement took them both by surprise. Flash quickly removed his hand, crossing his arms in front of him in a self-conscious manner and averting his eyes. Ned stared at him with huge eyes that rivaled Bambi's.

"What!? Why would you guys be doing that?"

"Why would we-? Seriously?" Flash dragged a hand over his face, exasperated. "Dude, why do people flirt?"

"They flirt when they like each other?"

"Okay, and if Penny and I were flirting, that means..?"

He closed his eyes in concentration, scrunching up his forehead. "Then if you and Penny were flirting, then that means…" His eyes shot open, his hands flying up to his mouth. "Holy shit!"

Flash nodded slowly at him. "Yeah. Penny and I-"

"Are working together to make Brad jealous!"

"Wha- no!" Flash pressed his fingers into his temples, sighing loudly. "Ned, Brad tried to send a bunch of people a picture of Penny without a shirt on! Trust me when I say that impressing him is the last thing she's trying to do right now!"

Ned's mood shifted so quickly Flash was surprised he didn't get whiplash. "He did what?" His hands balled up into fists and he straightened his posture, gaining two inches of height in an instant.

"I thought you already knew," Flash confessed, holding his hands up to keep him from barrelling right down the hallway into Brad's room. "Woah, slow down!"

"No, I didn't know! Why didn't she tell me? If I can get to my laptop I can easily hack into his phone and once that's done there'll be hell to pay-"

"I threw his phone out the window, Ned! It's all taken care of!"

That stopped him in his tracks. He took a step back, eyeing Flash with a fresh bout of confusion. "You… you did that for Penny?"

"Yeah, Ned. Penny doesn't deserve that. And also, I…" He trailed off, scratching the back of his head awkwardly.

Finally, finally, Ned put two and two together. "You… you really do like Penny, don't you? Holy cow. You risked getting absolutely decked by Brad Davis-"

"-Well, I wouldn't have been absolutely decked-"

"-Yeah you would have-"

"-He's not that strong!"

"Seriously, though! You like Penny?"

Flash nodded slowly. "Yeah. I really do."

Ned chuckled in disbelief at the admission, shaking his head. "Wow. And Penny…?"

"I don't know," he confessed with a sigh, leaning himself against the wall. "I mean, I know we're friends at least, and sometimes I think she is, but I don't want to get my hopes up, you know?"

"You two have been spending a lot of time together on this trip," Ned said, positioning himself across from him. "I know Penny better than anyone. She's very intentional with who she spends her time with. That means something."

Against his own words, Flash felt his hopes rise. "Yeah? You think so?"

"I really do." They exchanged a look, and then Ned wrinkled his nose. "Wait a minute. Are we doing girl talk?"

"...Shit. We are."