A/N: Hey, guys!

Consistent uploading schedule? Who is she?

Well the good news is that by December 1st I'll be done with finals, so HOPEFULLY I can actually stick to that upload date. Also, I don't know if any of you guys have noticed, but the United States is kind of in a turmoil right now. It's fine :)

Thank you so much for your patience and for sticking with this fic! As busy as things are right now, I always love when I get to sit down and write out the next chapter. I have some big ideas for the bridge scene, which is finally coming up!

As always, thank you for reading and reviewing. You guys motivate me to keep going with this fic! Peace and blessings ***

"Good news- we're going to the opera!"

Flash nearly dropped the glow stick he had been fiddling with absently, his mouth falling agape. "The opera?"

He wasn't alone in his disapproval. The rest of the class, cheerfully talking among themselves just moments before, fell into a minor uproar.

"Wait, what?"

"Why the opera?"

"Isn't that expensive?"

"Isn't that for old people?"

"Uh, do we get any say in this?"

"Nope!" Mr. Harrington responded cheerfully.

"Wait, what happened to the Carnival?" MJ demanded, looking more than a little disappointed. She directed her question to Mr. Dell, who shrugged non committedly.

"Don't look at me," he muttered, giving his colleague the side eye.

Their teacher's smile wavered slightly, second guessing his own enthusiasm. "This is upgrade living, guys. C'mon!"

Flash resisted the urge to contest that fact as someone who was used to "upgrade living." He had gone to the opera only twice before- the first time he fell asleep, and the second time the person next to him fell asleep on him. He had tried to shove him off, but the man only clung tighter to him, wrapping his arms around his bicep in a vice-like grip.

Needless to say, Flash wasn't the biggest fan of the opera.

And if we're all crammed together in the opera house, I can't get Penny alone tonight, he thought absently, his gaze straying over to the girl in question. He had been hoping that tonight, while it wasn't nearly as romantic as Paris would have been, he could pull her aside during the Carnival and finally confess his feelings. They had tiptoed around the subject long enough- after the whole elevator incident, he knew he needed to suck it up and be straightforward with her.

He had it all figured out- he would whisper in her ear, take her hand, lead her away from the crowd, find someplace more quiet, silently panic at how smart and pretty and perfect she was, and then he would tell her point blank: Penny Parker, I've fallen for you.

And if she felt the same way he felt about her, then he would kiss her.

The thought released a fresh surge of butterflies in his gut.

But this whole "opera" business changed things a bit, he thought grumpily. He directed a glare towards Mr. Harrington, who withered slightly beneath his gaze.

Trying to have a private conversation about romantic feelings during a boring opera while surrounded by your eavesdropping classmates wouldn't be ideal. And he wasn't about to have his first kiss with Penny Parker- give her her first kiss ever- while a large woman loudly belted in Italian trills fifteen feet in front of them. Even worse, with chaperones seated right behind them.

Well, at the very least I can sit with her during the opera. I wouldn't mind Penny falling asleep on my shoulder again, he thought fondly, smiling at the memory. And we can always talk in private later. We're traversing across Europe, for heaven's sake. There'll be plenty of romantic destinations along the way.

He looked her way again, trying, and failing, to meet her eye. Contrary to the rest of the class, she seemed content, happy even, with this change in plans. She exchanged a look with Ned, her enthusiastic nod conveying some sort of message between the pair.

Flash observed the exchange curiously. Why do I always feel like I never really know what's going on with her?

"Come on guys," Mr. Harrington continued, desperation lining his tone. "The tour company just gave us these tickets. For free!"

Ned turned away from Penny, his disappointed expression now replaced with one of exuberance. Flash frowned.

What the hell?

"Do you have any idea how much opera tickets cost?"

"No," Flash interjected, turning away from the pair to address his teacher. "Because none of us have ever wanted to go to the opera. Ever."

Flash, only slightly sorry for using such a snarky tone with his teacher, let his comment sit with the group, waiting in silent anticipation for a response. Because if his theory was correct-

"Uh, I think this is going to be culturally enriching for us!"

Bingo.

Flash schooled his expression, willing the muscles to refrain from giving even the slightest twitch. He didn't want to give away the satisfaction he felt at Ned's reply.

So Penny and Ned are up to something, then. She wasn't nervous about the crowd or worried about it's lack of educational value- there's something bigger going on here.

And Flash wanted to kick himself for not seeing this before, especially as Penny and Ned exchanged another meaningful look right in front of everybody. They were so obvious- how had he not suspected that Ned was in on whatever secret she was hiding this whole time?

And if Ned's in on this-

He cooly slid his gaze past Penny and Ned and onto MJ. His blood froze when he saw that she had already been watching him, her eyes narrowed in suspicion.

Yeah, she's definitely a part of this, too. He allowed his eyes to drop to the floor. There's a whole conspiracy going on here. What the hell are these three up to?

"Thank you, Ned," Mr. Harrington said appreciatively, oblivious to this entire exchange. "Everyone, this is gonna be, maybe, the best four hours of our whole trip!"

"FOUR HOURS?"

Flash blanched. Betty was glaring daggers at Ned, who was struggling to stay upbeat.

"Guys, I think this is going to be fun! Seriously!"

No one believed him. Flash didn't need superpowers to tell that much.

"Go on, get dressed," Mr. Dell said flatly, sighing in resignation. "Hope you guys clean up well."

Slowly, the class peeled themselves off of the cozy armchairs and couches, dragging their feet towards the hotel elevator. Betty and Ned were getting into a whisper argument beside him, and he quickly stepped away before hearing more than he wanted to hear.

Good luck, tubby. Rooting for you.

He turned to grab Penny before heading to his room, see why she was so happy about this stupid opera, but she was already gone.

Flash watched his reflection as he straightened his tie, mind racing at a million miles a minute.

He wanted to just enjoy his night with Penny. He wanted to just be a guy and a girl who really liked each other, watching a boring opera and silently debating whether or not to hold the other person's hand. He really did.

But he couldn't ignore the obvious: something was going on with Penny Parker. It started with the bruises, then the disappearances, the lies, the general really weird behavior- and now, with everything that had gone on with her on the trip, he couldn't help but think that she was in danger.

He knew he sounded paranoid, even to himself, but he couldn't ignore that. He really couldn't. Getting separated from the group was a classic Penny Parker move, and he had a gut feeling that she would slip away from them during the opera, and, inevitably, she would get hurt.

The memory of her shivering and delirious after the canal incident flashed across his memory. He grit his teeth, fists clenching.

Confessions could wait. Her safety mattered a whole hell of a lot more than his feelings. Tonight, he vowed to himself, he would get to the bottom of this.

Whether she wanted to tell him or not.

He finished smoothing down his jacket, glancing wearily at himself in the mirror. There's no backing down this time, Flash. Even if she doesn't want to tell you, even if she hates you for it, you need to protect her.

Letting out a slow exhale, he took a step back from the mirror and moved to open his hotel room door.

Only for it to swing open on its own accord.

"What the-" He held out a hand to stop it, but he was too slow. "Oh, sh-"

And then he was on the floor, having been violently clocked in the head by the heavy wooden door. He clutched his throbbing forehead, moaning in pain.

"Ooow, geez!"

With his eyes squeezed shut, he couldn't see the person who then gasped and exclaimed "oh my gosh, I'm so sorry Flash!"

Flash wanted to respond, but he didn't trust what would come out of his mouth just then. He moved to sit up, head spinning at the change in altitude. Two small hands steadied him by the shoulders.

"Are you okay?"

He blinked at his attacker, his blurred vision steadily clearing.

And then his heart seized at the sight of her.

Looking positively angelic in a lacy white dress, Penny Parker had knelt in front of him, lips pursed in concentration as she scanned him over. Her dark curls fell loose down her shoulders. From this close proximity, he could smell the lingering scent of her shampoo, catching notes of warm honey and vanilla.

Maybe that's why she sped off so fast. She was always beautiful, but right then… it took everything in him not to sweep her off her feet and kiss her there.

"Flash, are you okay?" Her dark brows were knit tight with worry. One of her hands moved from his shoulder to his forehead, gingerly sweeping back loose hairs. "How hard did I hit you?"

His mouth was dry. Wow. I've been thinking about Penny Parker so much I've literally manifested her into my hotel room.

Instead of answering her question, all he could manage was a lame quip.

"You could have knocked, you know," he said, his breathing still slightly erratic from both the shock of the blow and the shock of her beauty. "It's the polite thing to do."

His sarcastic tone did little to ease her worried expression- her brow was twisted into knots, hands still hovering over him frantically.

"I'm so sorry," she began, looking close to tears. Flash winced, mentally kicking himself for not brushing it off and telling her he was fine right then.

"Wait, Penny-"

But she was just getting started. "I needed to grab a few things before we left," she continued, spewing out words a million miles a minute, "so I ran from MJ's room to my room, only this isn't my room, it's your room, and I must not have been paying attention to the numbers so I just barged in here like an idiot and then I hit you with the door and-"

"Penny." He gingerly took her wrist into his hand, halting her hurried assessment of his forehead. She froze, her eyes locking on to his.

"It's okay," he said, his words slow and sure. "I'm fine. You just knocked me down, that's all. No need to panic, alright?"

"...Really?"

"Really. C'mon, you think I can't take a hit?"

"No."

"Penny-"

"Okay, fine, you're right," she breathed, the lines in her forehead smoothing out. "Sorry."

"No need to apologize," he said, the corners of his lips beginning to turn upwards. "I get it. You're just so desperate to see me-"

"Ugh, as if!" She brushed off his hand, abruptly standing up. She was smiling, though. "Need a hand?"

Before he could respond she was standing, firmly pulling him up by his arm. Once again, her uncanny strength took him by surprise.

"Thanks."

"You shouldn't be thanking me. I just practically assaulted you," she pointed out, matter-of-fact.

He paused, considering her for a moment. "You're right. I'll be calling my lawyer presently."

"Flash!"

"Hey, I'm kidding… mostly. He's on holiday anyway."

Penny wrinkled her nose at him. "Do you realize how arrogant that makes you sound?"

"Yes. That's why I said it." He smirked at her cheekily.

Penny rolled her eyes at him, but her smiling had turned into laughing. "You're infuriating, Flash Thompson."

"I try my best." He brushed aside one of the curls that had flopped in her face, noting the flush on her cheeks with a thrill of pleasure. "So you needed to grab something?"

Then Penny's expression shifted, her shoulders tensing as her eyes darted towards the door. The walls that she had been gradually letting down became reinforced by steel. "Right. I… I should go."

He felt his smile falter at her distant tone. She's not okay. She's definitely not okay. Should I tell her she's not fooling me?

"I'll walk with you," he said instead, already heading towards the exit.

"No!"

Flash froze at her outburst, his fingers hesitating just shy of the doorknob. The word had ripped out of her throat as a desperate plea.

Penny wasn't a yeller. A knot was forming in his stomach.

"Okay, uh, that's… um, that's fine," he said, feeling stupid as he fumbled for words.

She had clasped a hand over her mouth, as if she was trying to swallow back the word. Then she dropped it, wincing slightly. "Sorry. I didn't mean to- I just-"

"It's been a long day," Flash offered generously. She smiled hesitantly at him. But this time it was forced- it didn't reach her eyes.

"Right. Long day."

Silence lapsed between them. Flash eyed her cautiously, like she was a porcelain teacup teetering off the edge of a table, ready to fall and smash to pieces at any moment.

He needed to be ready to catch her. He just had no clue what he was dealing with here.

Meanwhile Penny was shuffling her feet awkwardly, refusing to meet his gaze. "I'll just… meet you downstairs. Okay?"

"...Okay," he slowly agreed, keeping his tone even. "And I'll make sure to tell Mr. Harrington not to leave until you join us," he added pointedly. "I'd hate for you to get left behind."

He wasn't about to let her run off and get hurt. Not again. Not on his watch.

But she didn't seem put off by this. Instead, she nodded earnestly, swinging open the door and backing up out of the room in three quick steps. "Okay, sounds good. I'll be down soon- and, uh, sorry for hitting you and all that."

And then she sped off, the lingering scent of honey and vanilla being the only indicators that she was anything more than an apparition.

Flash let out a slow breath once he was sure she was out of earshot, hands raking through his hair. He had half a mind to follow her to her room and see what she was supposedly grabbing, but something told him to back down.

"Just breath, Flash," he mumbled to himself. His whole body felt jittery, his legs shaking with the need to run after her. "Don't overreact, or she'll know something's up. She's okay. She'll be fine. She said she'll meet you downstairs."

And she did.

Flash anxiously timed the entire four minute and twenty-six second time period it took for Penny to join the class downstairs. She was the last one to arrive, sprinting down the stairs and across the lobby with her backpack slung over her shoulder.

Why didn't she just say she needed her bag? Flash craned his neck to see if he could get a read on what she had stuffed in there, but it appeared just as lumpy and formless as ever.

"I hope I didn't hold you guys back," she said sweetly once she had reached the group, an innocent grin plastered on her face. He was surprised to note that she didn't appear out of breath despite the run. Her hair had become slightly disheveled, however, and MJ had stepped over and started straightening the flyaways.

Flash narrowed his eyes at her cheerful demeanor. All previous signs of distress had magically disappeared. She chatted animatedly with her friend as Mr. Harrington began ushering the group out of the lobby and into the brisk night air, glancing at his watch.

But Flash knew better than to believe her performance. How much of her life has she spent pretending to be okay?

Of course, it was also kind of hard to scrutinize her when he kept being distracted by how positively radiant she looked. Penny Parker was already a natural beauty in her oversized thrifted hoodies and battered jeans- put her in a nice dress and she was a vision. The way the streetlights settled on her skin made her seem to almost glow, and the flecks of gold in her eyes were illuminated.

And then he was next to her. It's like his feet sped up on their own accord, so drawn by Penny's magnetism that it was all he could do not to leap towards her. His heart was racing.

Wait, what? Why is my heart racing? This is Parker we're talking about here.

She glanced up at him, blinked. "Hey, Flash."

"Hey, Parker." Play it cool.

"Hi Flash, bye Flash," MJ deadpanned, dropping away from Penny's other side and siding up to Ned and Betty.

Penny snorted at her, giving her an exaggerated wave as she sauntered away. "Wow. She's subtle, huh?"

"Subtle about what?"

"Nothing," she said quickly, clasping her hands in front of her. "Sorry about missing the biggest party in the world, by the way. I know you were looking forward to it."

"Oh, yeah… I kinda forgot about that, actually."

Penny raised an eyebrow at him, a smirk lining her lips. "Really? Have you not noticed the swarm of people in crazy costumes we've been dodging every few seconds?" She then leaned away from a woman with a precariously tall hairdo and a large multicolored boa to avoid getting feathers in her mouth, gesturing at her to prove her point.

He spoke without thinking. "I guess I've been so focused on you I haven't even noticed."

Then he slapped a hand over his mouth. Penny instantly turned beet red. Mr. Dell, who had been walking nearby, let out a low whistle and quickened his pace to get away from them.

"Uhhh…" for some reason he had forgotten every word in the English dictionary. "I mean-"

"Wow, um-"

"I didn't mean to-"

"No, no it's… it's-"

"Yeah."

And that was the end of that. He risked a sideways glance at her. She was smiling. He counted that as a win.

"Anway… it's not your fault we got these stupid opera tickets, right?"

"Haha yeah… I guess not…"

And then she dropped her hands to her sides. He stared at them.

Wait. Is this a sign? Does she want me to take her hand? Or is she just more comfortable this way? Do I risk it? Do I ask consent? Do I-

"We're here!"

Flash had to stumble back a step to avoid colliding with the heavy wooden door.

Shit. We're here.

No matter what happens, I need to make sure Parker stays in my sights all night.