A/N: Guys, can I just say... this chapter is not what I expected.

I started writing it with one direction, and then something happened and I- well, you'll see. The title is a bit of a giveaway, I guess.

Thank you all for waiting so patiently! I wanted to make sure that this was perfect, because it's a pretty big moment here. Thanks again for all of your support and kind words of encouragements! I love reading reviews so much :)

Enjoy!

Flash was panicking.

The crowd was so thick he could barely breathe. It was like moving underwater- everyone was shoved together shoulder to shoulder, making it impossible to walk through the masses without being pushed, bumped into, stepped on, or, in one particularly irritating case, mistaken for a cheating ex-boyfriend and having a drink flung into your face.

And not only was he moving painfully slowly through the crowd (now with his eyes stinging from lukewarm soda), but Penny Parker was absolutely nowhere to be found. He had been scanning the people around him wildly for a glimpse of her dark, curly hair, or her doe-like eyes, or her dimpled grin.

Of course, it didn't help that more than half the people either wore a mask or had their face elaborately painted. I could have very well stared straight into her eyes and not even realized it, he realized, his heart twisting painfully in his chest.

Flash checked his watch. He had been at this for about 30 minutes now, but it felt like hours. God, Penny, where are you?

Everything was moving too fast. With the people swirling around him, it was nearly impossible to catch even a three second glimpse of someone's face without the crowd shifting and someone blocking his line of sight. At this rate, he was never going to find her.

Taking a deep breath, he took several steps back, edging himself towards the fringes of the crowd. His father had always told him that there were no unsolvable problems in life- you just had to find a different angle. Or pay someone off with a whole lot of cash. Whichever works best.

Not seeing how fistfulls of cash could help him in this case, Flash went with the first option. From the outskirts, he could get a better view of the crowd as a whole. He narrowed his eyes, flitting from face to face desperately, examining each and every person

Until, finally, he caught eyes with one he did recognize.

His jaw dropped. "MJ?"

She was not the brunette he had been looking for, but judging by the immediate relief that swept over her features when she spotted him, she had been looking for him.

"Flash!" Sidestepping a cluster of women in sequined dresses, she hurried over to his side.

He stepped back, giving her room. He had to shout to be heard over the crowd. "What are you doing here?"

Flash didn't bother masking his bewildered expression as he took her in, her hair mussed from shoving her way through the crowd, her simple, floral dress out of place amongst the elaborate costumes.

MJ stared back at him, looking stern. "I could ask you the same thing," she said, crossing her arms. "You ran out of the theater and never came back. People were worried."

"So you came looking for me?" He narrowed his eyes at her. Something about this didn't feel quite right. "You left the theater and risked getting in trouble to track me down?"

She shifted her weight to her other leg, looking rather unsure of herself as well. "I mean… the opera was boring anyway, and you were acting weird, so-"

"-So you went looking for me and not your best friend?"

Her eyes snapped back up to his. "What do you mean?"

.

He threw up his hands in exasperation. "Penny is missing, MJ! Am I seriously the only one who noticed that she never came back from the bathroom? I left to find her!"

"Penny isn't missing, Flash," she said, her voice firm. "She's back at the hotel. C'mon, let's just go back-"

"How do you know?"

MJ's nostrils flared. "She texted me, weirdo. Now let's go."

"That's not proof."

"Dude, chill, can we just leave and-"

"No." Flash set his jaw, staring her down. "I'm not going until you tell me what the hell is going on."

MJ stared back. He felt himself wither slightly under the weight of her steely glare. "Nothing is going on, Eugene," she said, straightening her back so that they were now eye level. He set his jaw at the use of his real name. "Penny wasn't feeling well, so she went back to the hotel. I know you're concerned, but I promise she's fine. Now can we please head back before we both get in trouble?"

He grit his teeth, willing himself not to back down. "First of all, don't call me that. Second of all," he snapped, yanking Penny's backpack off of his shoulder, "if there really is nothing going on, then why did she stash her backpack in the bathroom ceiling and jump out the window?"

MJ blinked. She clearly hadn't been expecting that. "Uh…" she spluttered for a moment, searching for words. "Uh... how, um- how do you know that's her backpack?"

He arched a dark eyebrow at her. Silently, he unzipped the bag, reached down, and pulled out the dress.

MJ shrugged. "Whatever. Could be anyone's dress," she said flippantly.

"Oh come on!" He shoved it back inside, slinging the bag back over his shoulder. "Cut the shit, MJ! I know you and Penny and Ned are all up to something, alright? And I know you're her friend and you care about her and I'd like to think that you wouldn't let her get hurt, but I'm just- I'm-"

He took a second, regaining his breath. His heart was pounding like crazy, and his throat grew tighter and tighter with every word. To his humiliation, he was blinking back tears in front of her.

Pull it together, man. You won't be able to focus on finding her if you lose it.

That instantly sobered him. Flash looked MJ dead in the eyes. She stared back, now looking far more concerned than angry.

"...I'm scared. She keeps disappearing. And when she disappears, she gets hurt. I don't want her getting hurt, MJ."

He let his words hang there, the truth in them undeniable. MJ's mouth was pinched into a hard line.

"...Me either," she finally said, her voice small.

Flash nodded at her, the barest sliver of hope lifting his spirits. "I know. So why don't we-"

And then he was cut off by a chorus of terrorized screeches.

Eyes wide, Flash whirled around just in time to see the giant fountain in the middle of the square burst open in a violent spray of stone and fire. The impact was so massive that he felt the hairs on his forehead being swept back, dust momentarily clouding his vision. All dancing and celebrating had come to a standstill as people dodged debris, screaming in panic.

And then, to his complete and utter disbelief, standing amidst the wreckage was a giant, humanoid creature whose body seemed to be made entirely of swirling magma. The screams grew louder as the crowd began swarming away from the beast, which let out a furious, guttural roar, smashing its fiery fists on either side of its body. The area was instantly 20 degrees hotter than it had been moments before. A fine layer of sweat was already beginning to build up on his exposed skin.

Flash staggered back a step, his expression a mask of horror as he took in the scene. "Holy shit."

Penny.

His heart stopped. "MJ. MJ, where's Penny?" He was practically screaming the words, the panicked roar of the crowd muffling all sound.

He turned to face the girl, who was standing still as a statue, taking in the scene with both hands over her mouth.

Panicking, he jumped in front of her, obstructing her view. "MJ! Now is not a good time to space out!"

She blinked, her eyes coming back into focus. "Yeah. Right," she agreed breathlessly, her hands visibly shaking.

"Where's Penny? We need to make sure she's safe!"

MJ bit her lip. "Flash-"

"MJ, please!"

Hoards of people continued to scramble around them, desperate to get as far away from the creature as possible. Out of the corner of his eye he caught something hurtling towards them, fast. Acting on pure instinct, he threw himself on top of MJ, taking them both down hard onto the ground. Chunks of flaming wood cut through the air right where their heads had been.

Oh my God. This is real. This is really real.

Rolling off of her, he staggered back to his feet, offering a hand to lift her up. "Sorry!"

"Don't be," she grunted breathlessly, taking the hand.

There was a silent agreement between them. First, don't die. Then we can talk.

Back on their feet, the pair began sprinting in unison, joining the group of people desperately fleeing the scene. After a good bit of breathless running, MJ tugged on his arm, leading them both into an alley between two sturdier looking buildings a safe distance away from the monster. They could still see it from their position, but it didn't seem interested in leaving the main square, aimlessly destroying everything around it while bellowing with fury.

Flash doubled over the moment they stopped, his hands pressed against his knees. "This is like the thing in Venice," he said between gasps for breath, heart skittering behind his chest. "It's like they're following us, whatever they are- what the hell is going on?"

Images of Penny, battered and shivering in the aftermath of Mysterio's battle against the water monster, flashed across his memory. The painful twisting feeling in his chest came back full force.

"MJ, where is she?" He repeated, his throat tight.

But one look at her told Flash that she was zoned out again. MJ was staring out at the scene in front of them with wide, concentrated eyes, her hands twisting nervously into her skirt.

Stifling his frustration for a moment, he followed her gaze.

And then his jaw dropped. He took a step forward, barely believing his eyes.

"Holy shit, is that- is that Spider-Man?"

From his position, Flash easily spotted the dark figure that was webbing his way around the square, drawing the attention of the fire monster away from Mysterio, who had also arrived on the scene. Flash watched in awe, noting the use of spiderwebs that was distinct to his favorite superhero. The black suit wasn't one that he recognized, but he couldn't help but feel a stab of familiarity as he watched the figure.

Flash knew he was currently dealing with a life-threatening situation here, but the fanboy in him allowed a brief moment of giddiness at seeing a Spider-Man fight so close.

And if Spider-Man's here, he'll make sure everyone is safe- if Penny is anywhere near that thing, he can protect her… right?

Spider-Man leapt from one of the buildings to the carousel to avoid an attack from the monster, but seemed to have lost his footing upon landing. Flash winced and MJ sucked in a breath as it attacked him again, sending him flying towards the ground in what looked like a rather painful blow. Even from where they stood, they could hear the impact his body made when it smashed into the pavement

"Oh God…" And then MJ was running again, as if pulled by an invisible string, towards the fight.

"Wha- MJ, wait!" Flash bolted after her, swiftly catching up and grabbing her shoulder before she got too far. "What are you thinking? It's dangerous! Spider-Man and Mysterio can handle this!"

"Let go of me, Flash!" She tried wrestling out of his grip, but then abruptly stopped, the color draining from her face as she caught sight of the current state of the battle.

Flash turned with her. Spider-Man was on the ground, hopelessly shooting webs towards the monster to get its attention. His gaze flickered up to the ferris wheel behind him.

There's still people up there. He's putting himself in danger to protect them.

It was now coming at him full force, clenching its flaming fists in preparation to turn Spider-Man into charcoal.

But Spider-Man stood his ground, feet rooted in place as he continued his attack.

As much faith as he had in the hero, Flash couldn't help but panic. "What's he doing? He can't- he isn't sacrificing himself is he?" His eyes widened as it continued its approach, Spider-Man standing helplessly in its path.

MJ was shaking now. "Oh my God, please move- why isn't she moving? MOVE!"

He opened his mouth to say something, but the words stuck in his throat. His heart seemed to stop, the world stilling for half a second as he processed her words.

"Wait-"

And then Mysterio was swooping down, materializing a forcefield around Spider-Man and himself milliseconds before the monster smashed its fists where they were standing. They bounced harmlessly off of the green field of energy.

But Flash could barely focus on the battle now, his vision seeming to blur before him. "You said… you said she…"

The world was teetering. He slid to the ground. MJ was saying something, but he couldn't hear her.

His heart was racing a million miles a second, his temples pounding as his brain worked at lightning speed, piecing everything together all at once, overwhelming his senses.

The bruises

Disappearing randomly

All of the lies that she doesn't want to tell

But she tells them anyway

Finding her by the canal

Soaking wet she's soaking wet

Why does she always disappear

Why does she always seem like she's in danger

Allergies suddenly gone

Eyesight suddenly perfect

Stark internship

She was so sad after he died, like she really did know him

Washington

Venice

Prague

Holy sh-

Reality slammed back into him full force. He was on the ground, his breath coming in short, jagged gasps. There was still screaming around him, the sounds of buildings crumpling as the battle continued raging before them. The fire monster was screeching in pain.

MJ was shaking his shoulder, looking frantic. "Flash, ignore what I said, please, okay? We should go back to the hotel. We need to-"

Her words were funneled out by the sound of his own blood pulsing in his ears. His eyes darted back up to the battle, wide with panic and realization. Spider-Man was swooping back and forth between buildings, once again trying to pull the monster away from the ferris wheel. His moves were light and dexterous, demonstrating an immense amount of skill and practice.

Her moves. Penny's moves.

Everything made sense. He was an idiot for not piecing it together earlier. The girl he loved and the hero he adored were one in the same this whole time.

Penny Parker was Spider-Man.

And right now, she was thrust into a dangerously life threatening situation, and all he could do was watch helplessly from the sidelines.

Flash's heartbeat was erratic at this point, his eyes wide with horror as he watched the battle. He opened his mouth with the intention of screaming her name, of begging her to leave the battle to Mysterio and just get the hell out of there, but all he could manage was a strangled gasp.

Then the monster was viciously slashing her webs mid-swing, sending her sprawling. Flash and MJ both cried out as they helplessly watched her small form smash into a generator, metal crumpling under the weight of the blow. She fell limply to the ground, sparks flying from the damaged machine.

And this time, she wasn't getting up.

Now Flash found his voice. "PENNY!"

He was sprinting towards her without a single coherent thought except that he needed to protect her. MJ, now far from stopping him, was right on his heels.

His feet pounded across the pavement. The rigorous movement forced oxygen into his lungs, bringing him some desperately needed clarity. While his legs thrust him closer and closer to the square, the crushing reality of just how helpless he was in this situation began sinking in.

Even if I manage to make it over to her, what the hell can I do except get in the way? God, all I want to do is protect her, all I've wanted to do this whole time was protect her, but it turns out she's been so much stronger this whole time-

"Flash!"

MJ grabbed his shoulder and yanked him back, stopping him just before a chunk of cement crushed where he had been standing.

The blood drained from his face. "Woah. Thanks."

"I owed you," MJ responded breathlessly, her face covered in a fine sheen of sweat.

With a start, Flash realized that they had made it to the edge of the square. They were still sheltered between two buildings, but just a few steps would lead them into the open space, straight into the heart of the battle.

Penny.

He raked his eyes across the scene, poised on the balls of his feet in case he needed to spring back into action. Even if he was just a weak, non-genetically mutated human being with no idea what the hell he was doing, he would dive into the fray if it meant there was a chance he could get Penny to safety.

C'mon Penny, you're okay, you've got to be okay-

"Oh thank God!" MJ grabbed his shoulder, pointing excitedly towards the base of the ferris wheel.

Flash's terrified expression immediately cleared, his heart swelling with relief. She was up. And she was running.

Towards the monster.

Panic slammed back into him. His whole body tensed, prepared to run out there and drag her to safety if he had to.

But MJ was quick. Looking pale and shaky herself, she shoved her body in front of his, effectively blocking him from bolting. "I know how you feel, Flash. Trust me. But you can't do anything here, okay? Neither of us can."

Flash stared down at her. She was maybe 120 pounds soaking wet. One good shove could get her out of the way, and he'd be home free.

But he didn't have the will to do that. Because she was right.

"... So are we just supposed to stand here and watch?" He hated that his voice cracked in the middle of the sentence, but he couldn't help it. He glanced back over her shoulder, watching Penny get closer and closer to the creature, which was thankfully distracted by Mysterio.

"Unless you've recently been bitten by a radioactive scorpion, yeah, that's what I'm saying. Spider-Man is capable, Flash," she added in a more sympathetic tone. "We have to trust them. And I'm not just saying that for you… I'm saying that for me, too."

He kept watching the scene behind her. Spider-Man- Penny- had dove between its legs unnoticed, coming out harmlessly on the other side. He let out a shaky sigh of relief.

Flash looked back at MJ. "Yeah… yeah. You're right. I shouldn't doubt her. I never doubted Spider-Man, so I shouldn't doubt her now."

She's fully capable, Flash. You know this. Doesn't stop you from wanting to run out there and drag her away from the battle, but you still know this.

And then he furrowed his brow at her. "Wait- Penny got her powers because she was bitten by a radioactive spider?"

MJ frowned at him. "I didn't say anything about Penny, being Spider-Man, Flash."

"Well, you implied it!"

"I mean if you want to get technical-"

"Wait wait, shut up for a sec!"

Sidestepping MJ, Flash squinted his eyes, craning his neck to get a better view of the ferris wheel. "Oh shit- Ned and Betty are up there with her!"

"What?"

MJ and Flash both watched with wide eyes as Penny held onto her webs for dear life, trying to keep the ferris wheel in place. It took a second for his vision to focus, but sure enough, Ned and Betty were both screeching with terror at the top of the ride, clinging to each other for dear life.

"The elemental is trying to take the ferris wheel," MJ said, her voice grave. "Metal makes it stronger."

"Wait, how do you know that? Did Penny-"

"It's been absorbing metal this whole time, Flash," she deadpanned. "Pay attention."

"Right. So they need to wrap this thing up soon. Or else…" He trailed off, unsure of how to complete that sentence.

"Or else," MJ agreed, wrapping her arms around her waist.

So, side-by-side, they stood. And they watched.

"C'mon Penny," Flash muttered under his breath, his foot tapping nervously. "C'mon, Spider-Man."

And for a second, it looked like they had done it. Mysterio kept blasting the monster with his green energy, sending it staggering back step after step. Flash tapped his foot harder. MJ was gnawing on one of her fingernails, the other arm still wrapped around her waist.

And then it fell back into the metal fire escape.

Flash hadn't really thought much about death. Sure, the blip thing seriously freaked him out, but that was more like spacing out for a second and then coming to… five years later. He was fine, there was no physical pain involved, and he was able to continue life like normal.

But this was different. Watching the monster double in size, leering viciously down at Mysterio, he felt completely hopeless. Numb.

Penny.

He looked up. Her face was completely covered by her mask, but even from this distance he could see her hands shaking around the webs. Whether it was from strain, fear, or disbelief he couldn't tell.

No, not fear, he thought, smiling despite himself. She's completely fearless.

I wish she stayed in the theater. The thought felt selfish, but it was genuine. At least then we could've been together at the end. I would have held her hand. Maybe her bravery would've rubbed off on me. Right now I'm just… I'm terrified.

For a single, fleeting second he thought about trying to run up to her again. Distantly, he knew that would be fruitless, but nothing really mattered anymore, did it?

"She really loves you," MJ said beside him, her voice calmer than it should've been.

He turned to face her. For a moment, he had forgotten he wasn't alone. "Penny?"

Even at the end of the world, MJ found the will to roll her eyes. "Yes, Penny, you dumbass. And maybe love is a strong word since this was all so new to you both but… at the same time, I don't know. You guys are the real deal. Or would've been," she said hollowly, eyes back on the scene in front of them.

Then they widened. "Hey, Flash, what's Mysterio doing?"

Hating himself for feeling a swell of hope at her words, he glanced up as well.

His helmet was down, and he was saying something to Penny. Then he stretched out his arms, resembling Christ on the cross just before he-

"He's sacrificing himself," MJ breathed.

The both watched, awestruck, as he became consumed with his own green energy. It was swirling around him ferociously, covering every part of him until he was so bright Flash had to squint his eyes. He was letting out a guttural yell as this happened, his limbs shaking as he became consumed with power.

And then he hurled himself into the chest of the creature.

The monster reared back in pain, clutching at its chest. It was turning the same green as his energy source.

Flash took a step forward. "MJ… I think-"

And then he was blinded by a brilliant explosion of light.

A hard gust of wind forced him to the ground. Gasping in shock, he pressed the heels of his hands against his eyelids, trying to dull the sting.

All was still. Finally, everything seemed to stop.

Shakily finding his way back to his feet, Flash opened his eyes again.

Am I really alive? Are we really all alive?

The first thing he saw was Penny, leaping off the ferris wheel and down to the ground where Mysterio's body lay.

He could've sobbed on the spot. She was okay. Penny's okay.

MJ pushed herself up next to him, blinking hard. "Well. That was dramatic."

Flash choked out a laugh. "A little harsh, MJ. I think he's dead."

He knew he should've sounded somber, but his tone was almost giddy. Penny's okay. She's okay.

Penny is Spider-Man.

The new realization hit him differently now that he wasn't plunged into a horrifying near death scenario.

Holy shit. Penny is Spider-Man. The girl you're head over heels for and the superhero you literally idolize are the same person…

And she's into me?

"I've got to be the luckiest guy alive," Flash breathed, chuckling slightly.

MJ shrugged, but she was smirking. "Either you or him," she said, gesturing to Mysterio.

The very not-dead Mysterio was now standing, albeit looking quite the worse for wear. Flash couldn't help but smile- he was no match for Penny Parker, in his honest opinion, but the guy did just kind of save the world. He was happy he was okay.

Before the dust had even settled, black vans began swarming the scene, making a ring around Penny and Mysterio. Flash frowned- he couldn't see her anymore.

MJ read his mind. "Don't even think of going up there. You want Nick Fury to stick a dart in you?"

He whirled on her. "Nick Fury is in one of those vans?"

She shrugged again, but this time it was almost smug. "Just guessing."

He turned back to the scene, straining his eyes for a glimpse of the S.H.I.E.L.D. director. No such luck.

But he did see something else.

"Hey, MJ-" He stepped out of their cover a few feet, grabbing onto something on the ground. "Look at this."

He held out the spider web covered drone, eyeing it curiously. MJ furrowed her brow.

"What do you think it is?"

"I don't know," she said thoughtfully, cocking her head. "Probably fell out of one of the twenty building that got destroyed."

"It has her webs on it," he muttered.

And for that reason, although it didn't fully make sense to him at the time, he shoved it in Penny's backpack.

"Okay, we really need to head back now," MJ said in a warning tone, taking a few steps back. "This place is crawling with S.H.I.E.L.D. agents. If they think we saw anything we shouldn't have-"

"-Right," Flash agreed, shouldering the backpack. "Okay. Let's go."

Jogging between buildings back to the hotel, Flash felt his heart pounding in his chest, and not just from the exercise.

I'll see her back at the hotel. I can tell her I know. She won't have to keep anything from me anymore. And MJ said she loves me.

My God, I really am the luckiest guy alive.