A/N: HEY GUYS! HAPPY HOLIDAYS!

Wow, an early update for once! I know, I know, it's pretty exciting. Thank Raven White Fox for this special Christmas gift- they suggested that an early update could be a nice gesture for the holidays, and I couldn't help but agree. I grinded a little harder to make sure I could crank this out for y'all before the 25th!

Not only is this an early update for the month, but this is an EXTRA long chapter, the longest one I've written by far for this story. I really hope you guys enjoy it!

I also want to thank you all from the bottom of my heart for 100 favorites! We did it guys!

Without further ado, enjoy chapter 19 :)

Penny stared out at the celebration below with a pit of dread in her stomach.

The crowd was massive. It was as if all of Europe had decided to gather right there in Prague, just waiting to become kindling for the deadly fire monster that was well on its way.

She closed her eyes, shaking her head to clear her thoughts. She couldn't be thinking that way. She had to stay positive.

And even if I can't save everyone down there, at least I know my friends are safe, she thought, allowing the smallest bit of relief to relax her muscles.

E.D.I.T.H. was a real lifesaver. If only she could figure out a way to give an AI a gift of gratitude. She asked Karen once if she could get her anything for Christmas, and she politely replied, "just try not to fall off of any buildings."

Penny had laughed so hard at her response that she shot her next web askew and, ironically, fell off the building she was leaping from.

Even though she had abandoned her class back at the opera, she was reasonably sure that they would remain safe and indoors. Before changing into her black suit and swinging out the window of the opera house, she had shot Ned and MJ a text asking them to tell anyone who noticed her disappearance that she hadn't been feeling well and that she headed back to the hotel.

She sent an extra text to Ned asking to let Flash know that she 'made it back alright.' Penny knew he'd be mad that she left on her own, but she figured that reassurance would keep him from running after her.

At least, she hoped. Flash had been oddly protective recently. Normally she'd be giddy that he cared so much about her well-being, but it became an inconvenience when she was busy trying to be a secret superhero.

He wouldn't do anything stupid like run after me, right? She frowned at the thought, worrying her bottom lip between her teeth. I mean, even if he does, he'd be going back to the hotel, which is even further away from here than the opera house. So he'll be safe- either way he'll be safe. Right?

God, I just hope we can take this thing down before it destroys the whole city...

Penny sighed, adjusting her grip on the side of the building she was grappling onto. Her new, black suit allowed her to blend in with the shadows, so she was reasonably sure that she was hidden. She trained her eyes on the spot where Mysterio said the creature would emerge, right in front of the elaborate stone fountain in the middle of the square.

She needed to focus. There was no room for distractions.

"Alright, I'm in position," she finally announced over the comm. "As soon as I see something, Beck, I'll let you know."

"Roger that," Beck responded, sounding stoic. Penny felt a pang in her chest at the sound of his voice. It couldn't be easy reliving the same scenario that wiped out everyone you love.

Her thoughts strayed to May, to Happy, Ned, MJ, Flash…

She shook her head again. Focus, Spider-Man. Sentimentality won't do you any favors right now.

Fury's voice crackled over the comm. "How's the suit?"

"Uh, the suit's great," she said idly, still scanning the crowd for signs of danger. "It's awesome. A little roomy in a certain area- the designer knew I'm not actually a man, right?"

"Parker!"

"Okay, I'll shut up," she muttered, adjusting the cloth around her crotch with a grimace. Geez. Tough crowd.

Her attention was recaptured by a murmuring in the crowd. Her eyes darted to the fountain, where several celebrators began to back up as steam rose from the receptacle.

"Energy spiking," Fury announced, his voice tight.

"We have seismic activity," Agent Hill confirmed.

Penny perched herself onto the balls of her feet, ready to leap into action at a moment's notice. Her heart was in her throat.

C'mon Spider-Man, c'mon Spider-Man, c'mon-

And then, right on cue, all hell broke loose.

The creature burst from the fountain in a fiery explosion of lava and stone, causing screams of panic to ripple from the crowd. The celebrators, whooping and dancing moments before, were now in a frenzy, shoving past one another in a desperate attempt to escape the square. The elemental, a swirling mass of fire and magma, let out a roar of fury.

Penny was slapped by a new wave of heat, a fine layer of sweat already building up on her body. "He's here," she announced breathlessly, all notes of sarcasm gone from her voice. "Beck, are you ready? You know what to do."

"On your lead, Spider-Man."

God, this plan better work, she thought desperately, taking a running leap from the building and flinging herself into the fray.

The heat rose exponentially the moment her feet left the stone. Swinging just behind the creature, she kept her eyes trained on the screaming crowd, thankful that they weren't all too drunk to know to get the hell out of there. She was told that her first priority needed to be containing the monster, but she would be damned if she stood aside and let anyone get hurt when there was a chance to save them.

But that wasn't a problem, anway. Acutely surprised, she noted that, unlike the water elemental, the creature wasn't too fixated on the civilians. Releasing another guttural roar, it leapt from its position and smashed into a car, swinging its fiery fists into nearby buildings in a continuous path of destruction.

And it wasn't directly going after anything metal. It mostly targeted wood.

It's performative, she realized, dropping her line of web to land just in front of a now-abandoned food stand. Like the elemental is focused more on looking threatening than being an actual threat. It's supposed to consume metal to grow- what's it waiting for?

Her focus shifted as green smoke began billowing around her, signalling Mysterio's arrival.

"You're up, kid!"

Penny's mind shut off. She fully surrendered herself to her bodily instincts.

Hefting the heavy wooden structure of the food stand with one arm, she took a running leap and shot a web back up towards the tower. Swinging so close to the elemental she had to grit her teeth to stand the heat, she hurled it into his burning form.

It released a shriek of pain, lava spurting at the impact. The explosion knocked her off course and sent her sprawling into a nearby building, her shoulder smacking into solid rock. Hissing at the pain, she clawed at the stone, slipping down the side of the wall until her fingers found a solid grip.

Penny allowed herself a half-second to catch her breath. C'mon, Spider-Man. You can handle a little heat, can't you? Get back in there!

She turned around just in time to see Mysterio raising his arms, preparing to attack the creature with his green energy force. In a split-second decision, Penny shot a web at a nearby fire hydrant, tearing off the metal top and sending a pressurized spray of water straight into its burning body. At the same time, Mysterio blasted it with his powers from his position on the ground.

Steam billowed as it howled in pain. Penny strained her eyes to see past the clouds of smoke, keeping her grip on the building light in case she needed to leap back into the field of (literal) fire.

To her relief, the square now appeared to be completely cleared of human life, giving her and Beck leave to focus solely on taking the monster down as swiftly as possible. Her muscles immediately relaxed, her focus sharpening on where the elemental had disappeared in a cloud of smoke.

All of a sudden, a flicker of movement on the ferris wheel caught her eye. She furrowed her brow. Was that just smoke or-

And then a fist came hurtling out of the steam.

Inwardly cursing that she allowed herself to get caught off guard, Penny braced her feet against the stone and backflipped off the wall milliseconds before the elemental smashed into it. She was flying through the air without a clear destination in mind besides away from that thing, panicking as she flailed aimlessly.

To her relief, she landed in an unsteady crouch on top of the carousel. It was still spinning lazily and playing a childish tune, a cheerful distraction amidst the fiery ruin in the city.

She only had a moment to appreciate the irony of this before the creature lurched towards her again, its humanoid face twisted into a snarl. Penny didn't have a chance to adjust her footing before it made contact, instantly destroying the structure and sending her flying.

The impact and heat were both so intense that she couldn't even muster a breath to scream. She slammed into the ground with a whimper, bouncing off the pavement like a rubber ball and smacking her back into the base of the ferris wheel. Gritting her teeth, she vaguely recognized the fact that she was going to have a lot more bruises to explain tomorrow.

If I live until tomorrow. If there's still an earth tomorrow.

Blinking the dark spots out of her vision, Penny felt her heart seize as the monster began absorbing the metal rods of the carousel into its body, roaring triumphantly as it grew several feet taller.

Oh God.

"Beck," she cried, panic clawing at her throat, "He's got the carousel! He's getting bigger!"

"Night Monkey! Night Monkey, help! Save us!"

She tore her eyes away from the morphing elemental with a jolt. Wait, there are still people in the area? And who's Night Monkey? And why do those voices sound so… oh no-

Penny's eyes widened at the sight of a terrified Ned and Betty swinging fifty feet above her in one of the ferris wheel's pods, waving frantically to get her attention.

Her hands clenched into fists. She didn't know if she was more petrified or furious. Well this is just perfect.

It was only the sense of impending doom and the necessity to keep her identity a secret that kept her from screaming bloody murder at her best friend for putting himself in harm's way. If she was constantly getting herself in embarrassing and awkward situations for Spidey's sake, then he could disappoint his girlfriend and keep their asses in the opera house just this once to avoid sudden death.

He was actively wincing as he waved, likely very aware of the chewing out he would be getting later.

She would have to save them first, though. Her heart rate quickened.

"Night Monkey, we're stuck!" Betty's voice was shrill, her face white with fear. "Help us!"

Penny snapped back into action. A quick assessment of the ferris wheel revealed several other pairs in similar situations, crying for help and clinging to one another with terror in their eyes. Her instinct was to climb up and swing them down to safety one by one, but she knew that would take too long.

Another guttural roar rang out behind her. Penny whirled back around, inhaling a quick breath at the sight of the elemental. It had continued to grow as it absorbed the carousel, now about double the size it had been before. It stared hungrily at the metal ferris wheel, it's gaping hole of a mouth twisted into a devilish grin.

Penny steeled herself. It took a step forward. She raised up her arms, glaring at the creature.

Over my dead body, flame-face.

She shot webs from both wrists straight into its torso, causing it to leer down at her, fully noticing her for the first time. As predicted, the webs immediately caught on fire upon connection, disintegrating into nothing.

But the goal wasn't to attack. It was to distract, at least long enough for Beck to make his next move. If it absorbed the ferris wheel, Ned, Betty, and everyone else on there would die instantly.

So just focus on me. That's right, big guy- keep looking right here.

She continued to shoot rapid-fire at its chest, its legs, its face, sweating as it came closer and closer. The elemental was no longer looking at the ferris wheel, instead staring down at her with what looked like an amused sort of grin.

Penny's legs were shaking under her, but she didn't stop her attack. She had no other cards left to play.

It raised a fist. She braced herself.

And then she was surrounded by green light.

Penny released a choked gasp, doubling over in relief. Next to her, Beck grunted under the force of the creature's burning fists as it continued to smash down on the green force field he had constructed, roaring like a petulant child who wanted its favorite toy.

All she wanted to do right then was lay on the pavement and sleep for a week, but that wasn't an option. "Are you okay?" She placed a firm hand on his elbow for support, eyebrows furrowed with concern.

Even as his arms shook under the strain of using his powers, Beck managed to force out a laugh. "Shouldn't I be asking you that? You've taken a beating, kid!"

"Well we're just getting started, right?" She tried to sound more confident than she felt. "Don't underestimate me, Beck. I've got plenty of stamina."

They both tensed as the elemental raised both of its fists in unison, slamming down on their protective shield with double the force. Beck grit his teeth, releasing a low growl of frustration.

"On to plan B?" His voice was a raspy whisper.

"Yeah," Penny agreed. "We have to hit him with something he can't absorb!"

It raised both its hands again, preparing for a second strike.

"I go left, you go right," Beck commanded, his voice strained. "Now!"

He dropped his hands, releasing his hold on their protective shield and thrusting himself back into the sky, a trail of green smoke behind him.

The sudden release of energy had knocked the creature back a few steps, giving Penny a head start. She started sprinting to the right, risking a quick glance behind her to see which of them it had decided to follow.

Her, of course. And it didn't look happy.

Penny took a sharp inhale and then shot a web at the closest building, whisking herself upward just before the ground behind her became engulfed in flames. She catapulted onto the next building, and then the next, but she could tell that the gap between them only grew smaller. The heat on her back was so intense it felt like her suit would melt straight into her skin.

Penny's mind was racing- she knew she couldn't keep this up forever. It was destroying every building it collided with like it was nothing, its sole goal seeming to be her inevitable destruction.

Landing hard onto a tall brick building, Penny made the split decision to climb up as high as she could before it reached her, thrusting herself into a backflip over its head just before it smashed into it with an enraged growl.

As expected, the building crumbled under the weight and the heat, but she was sailing harmlessly to its other side. The elemental, confused, spun around to face her, but it was too slow. She had already caught a meteor-sized chunk of brick with her web, slingshotting it straight into its gut like David and Goliath before it regained its senses.

It staggered, howling in pain. Penny felt a stab of hope.

Right on cue, she spotted Mysterio pivoting in their direction.

"Shoot him!" She screamed the command, and then abruptly fell into a dive to avoid the creature's attempt to crush her with its foot.

Beck wasted no time, blasting it with another ray of green energy. The molten lava that made up its core turned a sickening green, and its movements became more sluggish as it absorbed the impact. It howled again, this time more weakly.

"That hurt him," Beck shouted back, his tone encouraging. "Keep it coming!" He blasted it again, swooping just out of arm's reach as it attempted to bat him out of the sky.

Penny took the distraction as an opportunity to find higher ground, effortlessly swinging herself onto the top of a light pole. Spotting another large chunk of rock amidst the wreckage, she shot a web and yanked it in a circular motion, quickly gaining momentum before thrusting it, hard and fast, into the elemental's abdomen.

It released another screech of pain. Bullseye.

But her sense of victory didn't last. In an overconfident move, Beck hovered dangerously close to the creature, blasting it again straight into it's molten skull. He almost didn't see its hand coming, dodging just in time to not be disintegrated into fiery ash, but still being thrown back by the wave of heat. He released a cry of pain, plummeting unsteadily towards the ground.

"Beck!" Penny leapt from the pole, swinging towards him. Sensing her movement, the elemental swung towards her and lifted a large wooden plank from the ground, setting it on fire in its clutch. He thrust it towards her like a javelin, roaring viciously.

Heart in her throat, she let her webs drop, plummeting dangerously close to the ground while the flaming wood rushed over her head. She shot another web at the closest building, yanking herself back into the air just as her feet skimmed the ground. Shit, that was close. You're not fireproof, Penny!

"Keep your distance, Spider-Man!" Mysterio had quickly recovered, springing back into the air and redirecting the monster's attention back towards him. Holding himself further away, he continued his tactic of ducking and weaving, shooting the elemental with green rays of energy throughout.

"I'm trying!" Muscles burning, Penny hoisted herself on top of the building and immediately began scanning the area for new, non-metal substances to hit it with. It had already burned through most of the wood, and the chunks of stone were breaking down into rubble with every attack.

Guess I'll have to improvise.

Taking several steps back, Penny took a running leap off of the brick building, flinging herself towards another light pole. At the last second she veered right, grabbing it by one hand and swinging around so hard it bent in her grip. She launched herself back into the building, smashing into it with her foot.

Her whole leg screamed with pain, but she successfully broke off a huge chunk of the wall. Falling to the ground, she quickly somersaulted out of the way to avoid being buried by her conquest

Despite the perilous situation, she couldn't help but grin behind her mask. Heh. Girls from Queens really are resourceful.

"We can't let him get near the ferris wheel!"

Her smile dropped. Looking back towards the fight, she saw that Beck was holding his ground as best he could, but was gradually being backed closer and closer towards the ferris wheel, the elemental staring at the hulk of metal with determination in its flaming gaze.

She set her jaw, hands balling into fists. Ned. Betty.

There was no time to waste. In one swift movement, Penny shot a web back up at the light pole and yanked herself up, landing on top in a steady crouch. She then shot several webs at the heap of bricks, sticking them all together and ensuring that her weapon would be as large and heavy as she could possibly make it.

"Spider-Man, I need you to- ack!" She heard a sickening thwack, followed by a low groan. Beck was down. She had to move now.

She shot two final webs at the pile of rubble, this time holding fast to the ends. She then quickly wound them tight around her wrists- if she was going to do any damage, she was going to have to use this thing more than once. The muscles in her arms shook as she heaved it upward, quickly gaining momentum and arcing it so it would smash right into its chest, pushing it back from the ferris wheel.

And for a moment, it looked like her plan would work.

Until the elemental noticed what she was doing. It stopped its march towards the ferris wheel, lifting its massive hands in front of its chest and bracing its feet into the ground.

To Penny's absolute horror, it caught the mass of stone. It grinned at her, the searing embers that made up its eyes darkening ferociously.

And then it yanked.

She stifled a scream as she was forcibly ripped off her perch, the webs still tight around her wrists, flying straight towards its fiery core. The heat was stifling as she shot towards him like a bullet, its sneering face growing closer and closer. It raised a hand, dripping in molten lava, fully prepared to pluck her out of the sky and melt her in its grasp.

But she was nothing if not determined. Penny knew that her death meant the death of her friends- and that wasn't an option.

It all happened in seconds. The heat climbed high enough that the webs connecting them seared into nothing, allowing her to rapidly change course by shooting another web just above its head. She was mere feet away from its claw when she swung out of reach, its victorious grin dropping to a snarl. Her chest swelled with the feeling of relief.

Penny pivoted and swung back around, praying that the creature would play along and chase her down, taking them away from the ferris wheel and away from her friends. C'mon flame brain, I know you want me-

Once again, its arms were ready to smack her out of the sky, but she changed course at the last second, resulting in it lashing out at nothing. It roared again, this time more menacingly.

She didn't allow herself to be shaken. Whipping herself back around, this time veering left, she prepared herself to pull the same trick a third time.

But this time its focus wasn't on her. As she sailed just into its reach, instead of taking a swipe at her body, it raised its flaming arm and cut straight through her web, tossing it and her to the side, hard.

Penny hardly had time to panic as she was flung like a rag doll into a generator, the metal crunching under the impact of her body. Sparks exploded around her as she collapsed to the ground, her vision darkening.

The world tilted. She fought back the urge to vomit, limbs trembling as she tried to bring herself to her hands and knees. Vaguely, she felt the earth shifting beneath her, but she couldn't tell if that was from the battle or from the shaking of her own body.

Flashes of green streaked the sky. She willed her vision to clear, pushing herself up onto unsteady legs.

What she saw only made her stomach turn even more. The ground had been shaking- at some point the elemental had smashed into the ground, creating cracks in the stone and destroying the foundation that kept the ferris wheel standing. It now stood at a dangerous tilt, screams echoing from the passengers.

And Mysterio and his green power source were the only things keeping the elemental from killing them and absorbing the metal.

The world as she knew it would become a ball of flame if they couldn't stop it from getting that metal.

That sobered her up real quick. Springing into action, she began bolting towards the ferris wheel, feet pounding on the stone.

First things first- I've got to make sure Ned, Betty, and everyone else on there is safe. Then I can take down the scary fire monster that's trying to kill me and everyone I love. I can do this.

Maybe.

She shot a web towards the structure, but instead of connecting with the metal frame, it latched onto something invisible.

She staggered, eyes widening with shock. "What is that?!"

She flung the web to the side, yanking whatever invisible object had obstructed her path out of the way. Penny resisted the urge to follow it with her eyes, to see where it landed and go after it.

Had this not been a life or death situation, she would allow her overpowering sense of curiosity take over and get to the bottom of this. But with the fate of the entire world at stake here, she figured it was best to ignore the strange invisible object for now.

And then she was diving between the elemental's legs, dodging flames and spurts of magma, until she had finally reached the ferris wheel.

Sorry, Beck- you're going to have to hold this thing off a little longer on your own.

She fell into a somersault and then sprang up into a leap, once again shooting a web onto the ferris wheel. It connected this time- she let out a breathless laugh, relieved.

And then Penny was whisked back into the air, bouncing between the metal frame and the closest buildings to weave an intricate web that would- hopefully- hold the structure in place. Her body moved on its own, mind clear and focused as she did her work.

Tugging at her final strand of web, she launched herself onto the side of the ferris wheel, right in front of Ned and Betty's cart. They both screamed, Ned far louder than his girlfriend, as she landed. Bracing her legs against the steel, she pulled the web taught, stabilizing the structure. She grunted at the effort, willing her knees not to buckle.

"Night Monkey!" Betty's terror was replaced with awe as she stared up at Penny, blue eyes wide. "Thank God! Look, Ned, it's Night Monkey!"

"Y-yeah, I see that, honey! Thank you-er- sir!" His voice shook as he spoke, his eyes locked on the terrifying monster that could turn all three of them into ash at any moment.

Well, I guess I'm Night Monkey now. "No problem, guys," she said, pitching her voice several octaves lower. Her throat was tight with strain, her heels indenting into the metal as she continued to hold fast to the webs. "Just, uh… just doing my job."

"We appreciate your job! So much! So much appreciation," Ned chirped, giving her a half-hearted smile and thumbs up.

She shot a look at Ned, using her best friend telepathy to tell him we're still having a conversation after all of this is over. He shrank back into his seat.

The ground shook again, and Penny nearly lost her grip on the webs. Ned and Betty resumed their screaming, clinging fast to each other as the ferris wheel rocked.

Angling herself so she could see the battle, Penny saw the elemental taking hard, heavy steps backwards, Mysterio's green energy nearly dropping him to his knees. Her heart soard.

"That's it!" She beamed from behind her mask, keeping her voice low but encouraging. "You got him!"

Beck pushed him back even harder, the muscles in his arms bulging as he backed the creature up another step, and then another.

They both noticed his mistake too late.

Penny's eyes widened. "Wait, Beck-!"

Its back crashed into the fire escape lining the outside of a building. Huge metal beams stuck into its spine like the spikes on a porcupine. Beck faltered, breath hitching in his throat as he realized what just happened.

The elemental, swelling with new energy and mass, twisted its mouth into an evil grin. Once again, it nearly doubled in size, the heat in the square spiking significantly as it leered down at them and growled.

Beck didn't let up, still blasting into its abdomen with green energy, but his face was resigned, eyes glazed over. She could have been imagining it, but she thought she saw a tear streaking his cheek. His lips were mouthing the same word over and over again- no, no, no, no...

Penny glanced over to Ned and Betty, still clinging to each other and watching the scene with terror in their eyes.

Then Ned turned to her, mouth agape. There was a question in his eyes, the same one that she was asking herself right then. Penny gave him the slightest shake of her head, tears stinging her eyes behind the mask.

It was over. And they all knew it.

His face pinched up into a look that she recognized as his I'm about to cry but I really don't want to cry right now face. It was the same expression he wore after finishing Star Wars the Clone Wars, after breaking his knee when they were in sixth grade, at Uncle Ben's funeral…

Ned turned back to Betty, cocooning her into his arms. She buried her face into his shirt while he squeezed his eyes shut and pulled himself even closer to her. Penny watched them helplessly.

I shouldn't have left the opera. The thought dashed across her mind before she could stop it. I shouldn't have come here. I should've stayed back with Ned and Betty and MJ... and Flash. At least then we could all die together. At least then we could all have more time with each other. At least I could have been in someone's arms at the end of the world instead of abandoning everyone to try and stop the inevitable. I'm sorry, guys. I'm so,so sorry.

Iron Man could have stopped this.

Tears were now running freely down her cheeks. She refused to let go of her webs- at least everyone on the ferris wheel could die in peace. She wouldn't let them fall.

Hopefully it would all be over quick.

"It's too late." Agent Hill's voice crackled softly over the comm. Penny had never heard her sound so hopeless. She wanted to respond, to reassure her, to tell her there was still a chance, but the words stuck in her throat.

Beck was the only one still fighting, but even he had realized that his power source no longer had a real effect on the elemental. He let his arms fall limp to his sides, hands shaking.

And then he turned to Penny, dropping his helmet. His eyes were sad but firm, his mouth pressed into a hard line.

For a moment, her grief subsided, replaced by a strange sense of nostalgia. She knew that look. Where had she seen that look before?

Watching her, his face softened a little, a hint of a smile perking up the corners of his mouth. "Whatever happens," he said, low enough that only she could hear him, "I'm glad we met."

"Beck…" her voice was shaking. "Beck, what are you doing?"

She did know that look. That was the same look on Mr. Stark's face when he sacrificed his own life to save the world.

To save her.

Beck turned back to the elemental. It towered over them, bellowing tauntingly.

His expression hardened. His helmet shielded his face one more.

"...What I should have done last time."

Her heart stopped.

And then his whole body began to glow as green energy surged from his hands, growing brighter and brighter as he was consumed by light. He was shouting a battle cry, fury and agony pouring out of his voice. His whole body began to shake as the raw power consumed him entirely.

Penny could only stare in horror, hands still gripping her webs. "Beck! Don't do it!"

She couldn't stand to see him die. She couldn't watch another person die-

And then he was plunging into the elemental's chest, creating a gaping green crater where its heart should have been. Roaring out in pain, it staggered back, clutching at where he had entered him.

His name ripped out of her throat, her whole body straining towards him as fresh tears ran down her cheeks.

The green in its chest spread to its arms, its legs, its head, as the elemental began stumbling aimlessly around the square, crying out in agonizing pain. It stretched out an arm towards the ferris wheel, clawing towards the one thing that could possibly revitalize its strength.

Penny stared into its hollow eyes. It stared back desperately.

And then it exploded in a burst of brilliant light.

Penny squeezed her eyes shut, blinded. She clenched her teeth, bracing for impact. A gust of powerful wind swept over her body.

And then the world stilled around her.

She waited a second. Then two. Three.

Slowly, cautiously, she blinked her eyes open again.

It took a moment for her to take in the scene surrounding them. Specks of green light danced in the air, remnants of Mysterio's energy force. Piles of charred wood and lumps of stone littered the ground. The buildings surrounding the area were in precarious state, some of them having been destroyed altogether. There were still small fires lit throughout the wreckage of the square, but the strangling heat that radiated off of the elemental was completely gone. For the first time since its arrival minutes before, Penny felt like she could breath freely.

The elemental was gone. It was gone for good.

A choked sort of noise escaped her throat, something between a laugh and a sob. He… he did it. He saved the world.

And she wasn't the only one coming to this realization. One of the passengers on the ferris wheel whooped, clearly grateful just to be alive. Someone else burst into sobs. Vaguely, she heard Betty say something to Ned about wanting to kiss him.

But her friend's love life was not her top priority right now. Her eyes feverishly raked over the ground where the elemental last stood, Hoping beyond hope that maybe, just maybe-

"BECK!"

Her heart squeezed painfully, filling with hope. She had spotted his body. He hadn't disintegrated. He could be okay.

He had to be okay.

She quickly secured the ferris wheel with a few more webs, leaping off of its edge and landing in a crouch next to her friend.

Crumpled on the ground, Beck showed no signs of movement or breathing. His eyes were closed. His armor was intact, but his whole body was streaked with ash.

Trembling, Penny lightly touched his shoulder. "Mr. Beck?"

He didn't respond.

As gently as she could manage, she turned him from his side to his back, watching for a rise in his chest, a wrinkle in his brow, anything that would signal some form of life.

And then his chin dipped to his chest, his mouth cracking open. He sucked in a raspy breath.

She could have burst into tears all over again. "Oh thank God."

Beck managed to crack open an eyelid, peering up at her with tired eyes. He gave her a wry grin. "Great job out there, kid," he rasped. He sounded like a 70-year-old smoker, but she was just grateful he could speak at all. "We make a pretty good team, don't we?"

Penny grinned back behind the mask. He's okay. We're okay.

He reached out an arm, and she clasped it with her own, firmly pulling him back up to his feet. She steadied him with a hand on his shoulder, only letting go after he reassured her that he was fine.

The sound of screeching tires alerted them both. Rolling up in fortified black sedans, Fury, Agent Hill, Dimitri, and a few other S.H.I.E.L.D. agents jumped out of their vehicles, rushing over to the scene.

Hill reached them first. "Are you two alright? We have medical personnel on standby." She surveyed them both, searching for major injuries. Penny thought she caught a flicker of a new emotion on her face- was she impressed?

Wow. I impressed Maria Hill? Guess I can check that one off the bucket list.

"I'm fine," Beck said, waving her off. "Just a few bumps and bruises. Nothing serious."

She raised an eyebrow. "Fine? After impaling yourself into the chest of that thing?"

"It couldn't hurt to get yourself checked out, Mr. Beck," Penny agreed, looking at him with wide, concerned eyes. "I mean- the fact that you're even alive is kind of crazy. Considering the effects of that level of heat on the human body combined with potential overstimulation with your power source-"

"Okay, okay, no need to nerd out on me, Spider-Man," he laughed, raising his hands in surrender. "I'll let them give me a once-over. But you should get one, too, alright?"

Penny opened her mouth to protest, but Agent Hill was already waving over a couple of agents carrying cases of medical supplies. The rest of the team had caught up at this point, Fury marching over to Hill and already beginning to discuss next steps and damage control.

One of the medics approached Beck, asking him to sit down for an examination. He readily complied, thought he was shaking his leg impatiently.

Another medic approached Penny, asking her to sit as well. Once again, she was prepared to protest, but then the full exhaustion of the battle slammed into her like a train.

She hurt. She ached all over, every single muscle in her body begging for her to relax just for a moment and let her recharge. It was a feeling she was used to after battle, and she knew nothing was broken or torn or bleeding or whatever (it took a lot of force to do serious damage on her body,) but she was beaten, bruised, and bone-tired.

So she sat down on the pavement. There was no fight left in her.

While they were checking her legs for signs of serious injury, she spotted Dimitri standing nearby, a hand on the gun in his belt, ready in case any trouble occurred. A thought occurred to her.

"Hey, Dimitri?"

He turned to her, the hardness of his face softened by curiosity. He raised his eyebrows at her.

"Is there any way you could help out the people on the ferris wheel?" She gestured behind them. "They're, uh… they're kinda stuck."

He followed her gaze. "Ah. Of course. Hoffman, Clark!"

Two agents to Penny's right jumped to attention, immediately following Dimitri as he began marching to the ferris wheel. Penny sighed in relief.

Ned and Betty will be taken care of now. I can't believe I almost forgot about them.

With a jolt, she realized that there was someone else she had forgotten all about. In that moment, all her thoughts turned to Flash. She was suddenly extra grateful for her mask, because she could feel her cheeks warming significantly.

I completely left him hanging back at the opera. Did MJ get the chance to tell him that I went back to the hotel? God, I hope he doesn't think I ran out on him because I'm not into him. I am so, so into him. Flash has got to know that I'm into him. Now that there's no world-ending threat looming over my shoulders, I can finally make it up to him. We can spend time together with no interruptions. I can confess my feelings. I can even have my first-

"So it's over?"

She snapped out of her thoughts, glancing over at Hill. She was addressing she and Beck now, the majority of the agents having scattered off to various tasks, including helping the stragglers on the ferris wheel.

"That was the last of them," Beck confirmed, nodding solemnly. Penny was pleased to see that he was looking better, more stable, than before. The medical agents had both finished their examinations and left to return their supplies to the cars, leaving just the three of them and Fury in the center of the square.

Fury took a step towards Beck, his mouth pressed into a hard line. "But not the last threat we'll ever face. We need to stay vigilant. There's a void in this world for someone like you."

Penny found herself nodding in agreement. They may not see eye to eye on everything, but this they agreed on.

There is a void in this world for Mysterio to fill- a void left by the fallen Avengers. A void left by Steve. By Natasha.

By Mr. Stark.

"Hill and I are going to Europol headquarters in Berlin tomorrow," he continued, still staring at Beck. "You should join us."

Beck's face was stoic as he braced his palms against his knees, pushing himself up into a standing position. He nodded at Fury. "Thank you. I just might take you up on that."

He held out a hand. Fury accepted it, shaking it once before letting it drop.

Penny watched the exchange with a smile. Not long ago, she would have been devastated not to be invited along. Now she just felt relieved that she had the chance to just be a normal teenager for a little longer.

Well, somewhat normal teenager. Queen's friendly neighborhood Spider-Man wasn't going anywhere.

But then Fury turned to face her. Her smile faltered.

He took a few steps towards her, giving the illusion that they were about to have a private conversation. But she knew that Beck and Hill, just a few feet back, were probably about to hear every word.

For some reason, that made her nervous.

The weight of his stare pressed down on her, but she stood firmly in front of him, willing herself not to back down.

After a pause, he said, "You got gifts, Parker. But you didn't want to be here."

She swallowed. He couldn't have just left it at the compliment, could he? "Mr. Fury, I-"

"I'd love you have you in Berlin too," he interrupted, his voice just a fraction softer. "But you have to decide whether you're going to step up or not." He paused, considering his next words.

She had a feeling she knew exactly what he was going to say.

"Stark chose you."

And there it is. The gut punch.

"He made you an Avenger. I need that," he confessed, his tone sincere. "The world needs that."

Fury paused again, leaving her room to speak. All she could do was stare back at him, her mind blank. What could she say to that? How could she even begin to explain how much the weight of Mr. Stark's trust burdened her after his death?

After it became clear that she wasn't going to respond, he gave her the slightest shake of his head, a flicker of disappointment crossing his features.

"...Maybe he was wrong."

The words stung. She blinked back tears, hoping that he would just shut up and move on already.

But he wasn't done.

"Was he?" He seemed to stare into her very soul, looking deep into her eyes as he asked the question. "The choice is yours."

And then, finally, he was walking away, leaving Penny standing, teary-eyed and utterly humiliated, by herself amongst the wreckage.

She was suddenly struck by the sense that, for whatever reason, Fury did believe in her. He wanted her to want this, to be an Avenger. He wanted her to step up.

But Mr. Stark was wrong, she thought quietly to herself, ashamed for even thinking it, for questioning her mentor. I'm not an Avenger. I'll never be as good as him, or Captain America, or Doctor Strange, or all those other guys. I'm just not like them. I screw up too much. I make too many dumb decisions. I'm too young, to inexperienced, too reckless-

"The choice is yours." As much as she wanted to just forget their conversation, Fury's words were already haunting her. Was the choice really hers? Did she not feel like an Avenger because she had told herself she wasn't good enough, or because she really wasn't? Did it all just come down to a choice? And in that case, was she making the wrong one?

She closed her eyes. Her head hurt, and she didn't want to think anymore.

A heavy hand pressed down onto her shoulder. She opened her eyes again, looking up. Beck was standing over her, a sad sort of smile on his face.

Her cheeks began to warm again. He definitely just heard that whole thing.

Great. Is he going to tell me to 'step it up' too?

Beck took in a deep breath, letting his hand linger for a second before patting her once and nodding at her. "Let's get a drink." Without waiting for a response, he started walking away, presumably in pursuit of a bar that was open.

Penny stared off after him, perplexed. "I'm not 21!"

"Drinking age is 18 here," he called out over his shoulder, no hesitation in his confident stride. "C'mon!"

"I'm not 18, either," she muttered under her breath. Nevertheless, she started following him.

Beck seemed to always know what to say. And right then, she was in desperate need for some guiding words of wisdom.

But she wasn't going to drink. May would kill her.

She'd catch up with her classmates later, she decided. Ned knew she was okay, and she was banking on him or MJ spinning a story to Mr. Harrington to cover for an extra hour or so.

And Flash… I'm sure flash is fine, she reasoned. And I'm sure he's not worried about me at all. I'll catch up with him at the hotel later.

"Mr. Beck, wait up! I'm coming!"