A/N: Happy December, everybody!

Once again, thank you so much for following this story. Your all's support means the absolute world to me. I get so giddy every time I see a new comment on here; I just appreciate you guys so much :)

Hope you enjoy this next chapter! Writing Penny/Flash banter is my favorite thing. We're also about to hit another big action scene, which is a blast to write as well. Super excited for that one!

The next time I'll be updating will be in the new year, so happy holidays and stay safe, everyone!

Penny's heart was beating so fast she thought it might burst straight out of her chest.

There were three reasons for her impending heart failure, and none of them had to do with her addiction to McDonald's french fries. One, most obviously, was that in less than an hour she would be facing a gigantic, flame-engulfed beast that was capable of destroying the world as she knew it. With most of the Avengers awol, it was just up to her and Mysterio to stop it- they had had an uncertain strategy, basically no prep time, and the fate of the world on their shoulders. Just another Monday evening for Penny Parker, really.

Two, she would be wearing a new suit to disguise her identity, but she'd still be fighting and functioning the exact same way as Spider-Man would. It would only take one person paying attention to connect the dots and realize that Spider-Man was now in Prague, and then one of her classmates would inevitably realize that if Spider-Man had traveled with them from Queens to Washington and to Europe, then "he" must be a Midtown High student.

And who wasn't there at the Washington Monument when Spider-Man saved the day? Penny Parker. It wouldn't be hard to piece it all together.

Three, and most importantly in this exact moment, Flash just told her she looked pretty. Really pretty, actually, were his exact words.

And then he smiled his most genuine, heartbreaking smile.

Despite having the knowledge that they could very well both die that same night and that flirting with her high school crush should be her last priority, she felt close to swooning.

Most of the class had already filed towards the front of the nearly empty theater, the "best seats in the house" as Mr. Harrington put it. They were the only ones there save for a few scattered elderly couples, all of whom already looked bored.

But Penny wasn't paying attention to anyone else at that moment. She smiled at Flash, self consciously smoothing down the skirt of her dress. "Thanks. You look pretty too. Or, um… handsome, I guess?"

"What, guys can't be pretty?"

"Ugh, you know what I meant!" She moved to shove his shoulder, but he dodged her arm. He was laughing at her now, but she couldn't find the will to be even the least bit upset. She loved his laugh.

"I meant it though," he said after recovering from his snickers. "You really do look gorgeous."

She raised her eyebrows, suppressing the giddy grin that threatened to take over her face. "We've upgraded to gorgeous now? Wow. I'm flattered."

He rolled his eyes at her. "Getting cocky there, Parker. Keep commenting on it and I'll demote you to decent."

She gasped dramatically, her face a mask of mock-horror. "You wouldn't dare!"

"Don't try me, Penny. I can be cruel. Ice-cold. A real villain."

"Says the guy who sings his pet hamster to sleep when he's restless."

"Okay, that was one time-"

"Oh my gosh, opera glasses!"

Startled, they both turned to look over their shoulders, where Betty and Ned were ogling the tray of opera glasses one of the ushers was carrying. Betty was practically bouncing up and down with excitement, and Ned had already whipped out his wallet, mumbling "so cute" under his breath.

"...You wanna go in on a pair?" Flash nodded over to them and glanced back at her. He had a nervous sort of smile that made her melt a little inside.

Oh, Flash. Little does he know he has absolutely nothing to be nervous about.

She smirked back at him. "So are you saying you want us to sit next to each other?"

"Yeah. I mean, this thing is about to be boring as hell, and I need someone to whisper snarky comments with or else I'll fall asleep," he admitted, shrugging his shoulders. "I'm just looking out for my own well-being, really."

"Really? So it doesn't have anything to do with how gorgeous I'm looking tonight?" She batted her eyelashes at him playfully.

Penny had expected for him to roll his eyes again, maybe make a comment about how she had officially been demoted to decent, but he didn't do either of those things.

"Yeah. That may be a part of it," he chuckled.

And then he winked, flashing her a wicked grin. Her heart just about stopped.

Penny gasped out a quick laugh, shaking her head at him. "Flash Thompson. You are in rare form tonight."

"Hey, I try my best."

And then her spirits plummeted, reality settling back in, when she heard the crackling noise of her earpiece being turned on. "Parker, are you in position?" Fury's voice loudly flooded her ear. Her hand twitched up instinctively, and she mimed brushing a strand of hair out of her face.

"So," Flash continued, smiling hopefully, "what do you say? I can buy us a pair and then we can grab seats together."

"Parker?"

"N-no," she stammered, and then winced.

His face fell. "Oh. Wait, so-"

"Why the hell not?"

"-did you mean no you don't want to sit together, or just no about the glasses, because-"

"Parker!"

"-I didn't mean to make you uncomfortable or anything-"

"No, I-I didn't mean that," she said, pressing her hand over the earpiece as it emitted high-pitched feedback in her ear. She grit her teeth at the sound, squeezing her eyes shut- having super-hearing really sucked sometimes.

"Hey, are you okay?" He had stepped in closer, worry creasing his brow. "Are you feeling sick? Do you need me to walk you back to the hotel?" He pressed his cool palm against her forehead, feeling for warmth. It took everything in her not to lean into his touch.

Instead, Penny just shook her head, afraid to say anything in case he could hear the sudden tightness in her throat. Having to spend every waking hour concerned about everyone else's well-being was so exhausting sometimes, and it felt really good to be looked after every now and then.

But being taken care of wasn't a luxury she could afford to take advantage of right now. Little did Flash know, it would be she taking care of him (and the rest of the world) in an hour or so. Hopefully.

"Are you sure?"

She took in a deep breath before trusting her voice. C'mon, Penny. You have places to be, angry S.H.I.E.L.D. directors to console.

"Yeah, I'm fine," she assured, dropping her hand. "I think, um… I think there's still some water in my ear from the canal or something. I'm just going to run to the bathroom before the show, 'kay?"

His brow was still creased, concern lining his face. "I'll walk with you."

"Flash, I'm fine."

"It's no trouble. Let's go."

She frowned at him. At this rate I'll have to jump out the bathroom window with him waiting outside the door. Definitely not ideal. Why is he being so stubborn?

Just then, Betty and Ned walked past them, opera glasses in hand. Penny saw an escape.

"Hey Betty!" She waved her over, stepping away from Flash. "You want to make a quick bathroom trip with me?"

Betty slowed to a stop, pursing her lips in thought. "Won't we miss the beginning of the opera?"

"...Yeah?"

"Then I'm in. Babe, can you hold my purse?"

Ned looked thrilled to be of help. "Of course, babe!"

Penny turned back to Flash, smiling sweetly. "Betty's coming with me. I am now chaperoned. You can watch the beginning of the show in peace."

Flash still seemed uneasy. "Are you sure you're alright?"

She gave him a reassuring thumbs up. "Positive." Not.

"...Okay. Just promise me you'll grab me if you decide to need to head back. I don't want you walking alone out there."

"I will." Not.

He nodded, seeming somewhat placated. "I'll save you a seat then, alright?"

Penny opened her mouth to respond, but she hesitated, captured by the sincerity in his eyes.

For a split-second, she was ready to let the world collapse into fiery ruin. There was no assurance that she and Mysterio would be able to save the world tonight. The odds were kind of 50/50 at this point, if she was being honest. And if she were going to die tonight, she wanted so badly to be with him. She wanted to go off with Betty and then actually come back. She wanted to sit next to him, to take his hand when Mr. Harrington wasn't looking, to kiss him before the end of the world.

But she was Spider-Man. And Spider-Man had a duty to the people.

So instead she forced a smile and lied through her teeth. "Sounds good. Be back in a bit."

Flash felt like he was losing his mind.

It had been only three minutes since the girls disappeared out into the lobby, but he couldn't help but feel uneasy at the prospect of leaving Penny's side for so long, even if Betty was with her.

His leg was shaking, his hands fidgeting with his watch as the seconds ticked by painfully. Where is she? Shouldn't they be back by now? I'm being paranoid. Am I being paranoid?

He had promised himself just minutes ago that he would watch her all night, that he wouldn't let her slip away again. Even though theoretically she was mere yards away from him in the bathroom with Betty, Flash couldn't help but feel like he had already failed, like she was in danger and he just didn't know it yet.

What was even more infuriating than anything else was the fact that he still didn't know what was threatening her safety. After all of his observances, all of his compiled notes, all of his hours and hours of wracking his brain for some reasonable answer for her erratic behavior, he had nothing. Nada. Zilch.

He didn't know what he believed anymore at this point. Penny had said she wasn't interested in the Carnival, but if for some unknown reason she pulled another one of her disappearing acts, she could get trampled by the crowd, or attacked by muggers, or pulled into a dark alley by sex traffickers, or-

Robust operatic music filled the theatre, but it was drowned out by his own compulsive thoughts. He wanted to keep her safe. He needed to keep her safe.

And then, all at once, he bolted up out of his seat, marching down the aisle towards the lobby. A few of his classmates turned to glance at him as he left, but thankfully neither chaperone noticed. Mr. Dell had already fallen asleep, and Mr. Harrington was so enraptured by the performance that he had become blind to the world around him.

His escape, then, was uninhibited. Some of his peers even looked jealous of him.

Bursting through the lobby doors, he nearly slammed straight into Betty, who stumbled back, looking at him with a mixture of confusion and interest. "Flash? Everything okay?"

His immediate relief by her presence withered when he noticed she was alone. "Where's Penny?"

"She's still in the bathroom," she said, raising an eyebrow. "Said something about trying to get water out of her ear."

"At least her story is consistent this time..."

"What?"

"Nothing." Flash's gaze strayed past Betty, towards the hallway that led to the restrooms. No sign of Penny. His heart rate quickened.

Calm down, dude. She's just in the bathroom. You're acting like a stalker.

Then again, the last time I had a bad feeling about Parker's safety, I found her soaking wet and barely conscious.

"I'm going to wait for her out here," Flash decided, eyes still tracking the hallway in case she suddenly appeared. "Ned saved you a seat up front- we'll join you guys in a bit."

Betty wrinkled her nose at him. "Yeah… okay."

But she didn't move to enter the theatre. An awkward silence stretched over the pair.

Flash blinked at her. "Uhh… do you need anything?"

She opened her mouth to say something, closed it, opened it again- "You're not planning on perving on her in the bathroom like Brad did, right?"

"WHAT?"

"Shhhhh!"

They both swiveled around, catching eyes with a ticked off looking man in uniform. He firmly pressed a finger to his lips, and then gestured angrily at them.

Betty gave him a half-hearted wave. "Sorry."

He rolled his eyes, muttering something under his breath that sounded suspiciously like "Americans…" and marched back behind the front desk.

"Betty," Flash started again, his voice lower but still urgent and deadly serious, "I would never, ever, disrespect Penny like that. Or anyone, for that matter. But especially not Penny. Brad's a psycho and a perv for pulling that shit." His eyes widened, a new thought entering his mind. "Why, have I been making her uncomfortable? Did she say something about me?"

"No, but I certainly am," Betty said, crossing her arms in front of her chest. "Flash, what's your deal? At first I thought you two were cute, but now I'm weirded out. You can't let her take a minute in the bathroom without running out and tracking her down? Really?"

"That's not it-" he began, but she cut him off.

"I just don't think that level of clinginess is appropriate," she declared, chin raised disapprovingly. "You two should do some healthy boundary setting. It'll work wonders for your relationship, especially if you want it to last."

Flash made a face. "Healthy boundary setting? You got a self-help book you're trying to sell me or something?"

But Betty clearly wasn't listening to him, her eyes now glued to her phone. "Aww, Ned says he misses me already! He's so cute!" Her fingers began flying across the screen, typing up what Flash just knew was a sappy paragraph of how thoughtful he was, filled with an abundance of heart emojis for emphasis.

He felt like pointing out the irony of the situation, but he had a mission to complete. "You better get in there, then. Don't want to keep him waiting."

She eyed him suspiciously one last time, slowly pocketing her phone. "I'm watching you, Thompson. Penny's my friend, and she's also, no offense, kinda out of your league. Dial it down on the creepiness and treat her with the respect she deserves, alright?"

"Should I be offended or proud of myself that you think she's out of my league?"

"Flash!"

"Okay, geez, alright! I hear you loud and clear," he said, wincing under the weight of her withering glare. "Let's just go in, okay?" He pushed open the door and made a grand, sweeping gesture for her to enter.

Betty rolled her eyes, but she went inside. Flash took a step in, checked to make sure she wasn't looking back, and then slipped back out before she could notice, the door closing behind her without so much as a whisper.

Sorry, Betty. Enjoy the opera.

Flash Thompson wasn't a pervert. He had never willingly set foot inside a woman's bathroom- there had been a time in sixth grade where he had been pushed in that still slightly traumatized him- but that was all about to change today.

He grimaced at the thought. For God knows what reason, I'm doing this for you, Parker.

Checking to make sure the lobby manager wasn't looking (he was busy playing mahjong on his computer), Flash crept across the room to the hallway, turning the corner so he could slip out of his line of sight.

A quick jog down the hall, and then he stood in front of his cursed destination: the women's bathroom.

Flash swallowed, his throat suddenly dry. On one hand, Penny could be completely freaked out by him following her here, and she really could just be smacking canal water out of her ear. Then Flash would just look like another creepy and obsessive teenage boy

On the other hand, that story was bullshit and she was definitely lying.

The decision was made. He knocked on the door. "Yo, Parker. You in there?" He pressed his ear against the door, straining for sound.

No response. That wasn't good.

Steeling himself with a deep breath, Flash pushed open the door and stepped inside.

On instinct, he kept his eyes squeezed shut, the same way he had back in sixth grade. Of course, removing his ability to see wasn't super helpful when it came to searching for someone, so, not without great effort, he slowly peeked his eyes open, taking in his surroundings.

It was a pretty small bathroom, just three stalls and a couple sinks. There was some signed operatic memorabilia decorating the walls and a nice side table with a vase of flowers. To his relief, no one was in there.

Then his heart dropped. Wait. No one is in here.

"Parker?" He could hear the rising panic in his own voice. He stumbled over to the stalls, peering in each one even though he already knew they were empty. He checked back by the sink, hoping she would have magically appeared. He did a full 360, searching for some sort of sign that she was ever here in the first place.

His eyes strayed over to the window. It was open.

His hands clutched at his hair. "Oh shit."

Launching himself forward, he gripped the windowsill, peering down at the ground below. It was on the main level, so it wasn't much of a drop. Penny could have shimmied out here and ran out, easy.

"Shit, shit, shit!"

He gripped the sides of the frame, hoisting himself up. Before he could throw himself out into the cold air, pursuing the elusive, confusing, infuriating girl that he had sworn to protect at all costs, he felt something brush against the top of his head, turning his attention upward.

Hanging from the ceiling was a thin, black piece of fabric, the kinds that dangled on the ends of backpacks in order to tighten the straps.

Flash's eyes widened. He dropped back down to the floor, grabbed onto the fabric, and yanked.

The backpack and the ceiling tile both came crashing loudly to the floor. He cursed, crouching down to grab the bag and hoist it over his shoulder. He had a layer of white dust from the ceiling coating his hair and shoulders, but he couldn't bring himself to care.

This was Penny's backpack. She hid it in the ceiling and ran. There had to be some answers inside.

He clutched it tightly, glaring at it as if it could speak to him, telling him what was going on with its elusive owner. Why did she make a point to bring her bag only to leave it behind? And why did she have to run in the first place?

If something is putting her in danger, why can't she tell me what it is?

The sound of footsteps rapidly approaching made his heart jump. Once again hoisting himself up, Flash swung one leg over the window frame, then the other, and then he made the four foot drop.

The door burst open with a bang. "HEY!"

Letting out a yelp, he fell into a clumsy roll and then jumped back onto his feet, sprinting away from the opera house. There was some vague shouting coming from behind him, but he didn't bother looking back to see if the man had seen him or was in pursuit.

He just kept running. His breath came in jagged gasps. He gripped one of the straps of the backpack, terrified that it would disappear the same way Penny had. At this point, it felt like his only hope of finding her.

Rounding the corner, he finally stumbled into the massive crowd of carnival celebrators, disappearing from view.

He gasped out a laugh, his running slowing to a walk in the thick sea of people. Even if the man had been following behind, he would have a tough time finding him now.

"Sorry, excuse me, sorry…" Flash carefully elbowed through the crowd to find somewhere to sit down and scour the bag, mindful of his rising panic.

If you freak out, you won't think clearly, and you won't be able to find her. Just look through the evidence first before doing anything hasty, he thought, taking deep, slow breaths to ease his racing heart.

To his relief, he spotted an empty spot on a bench out on the fringes of the crowd. Pushing his way through, he collapsed next to two individuals with tutus and painted faces. They were rapt in conversation in a language he didn't understand, not paying him any mind.

He peeled the backpack from his shoulders and dropped it in front of him, hands shaking as he clawed at the zipper. "C'mon, give me some answers here…"

Thrusting it open, the first thing he saw was white. His heart stopped.

Drugs, maybe? Bags of coke? Does coke even come in bags? Has Penny been forced to become an international drug dealer to make ends meet? Is this what it's like to be poor?

He reached inside, felt something soft. He pulled it out.

No. It's… it's her dress…

Bewildered, he slung it over his shoulder and kept digging. His fingers scraped at the bottom of the bag, feeling nothing. He picked it up, turned it upside down, and shook it. Nothing but eraser dust and an old Snickers wrapper fell out.

He dropped the bag. Pulled the dress off of his shoulder, held it in front of him. His throat felt tight. "Penny…"

In Flash's opinion, this was worse than anything else he could have found. He would have taken literal bricks of cocaine over this.

Because this told him nothing other than the fact that Penny was gone, and she wasn't wearing the dress, making her even harder to find because she could be in costume, she could be in her normal clothes, she could be wearing anything and be anywhere-

He bolted back up to his feet, shoved the dress in the bag, zipped it up, slung it over his shoulder. His hands balled into fists.

"I'm still going to look for you," he whispered. "I'm going to find you."

And then he disappeared back into the crowd, searching among the faces for even a hint of resemblance to the one that made his stomach flip every time he saw her.

No matter what's going on just please, Penny, please be safe…