A/N: Hey guys! We are officially more than halfway through the movie at this point, which is insane! I'm so excited for these next upcoming chapters as the action ramps up even more (and, of course, I have tons of fluffy moments planned!)

Also I am so sorry that this is a day late! I literally didn't even register that February was already over. The whole only 28 days in a month thing really threw me off, so thank you so much for your patience!

As always, thanks for reading and reviewing, and please enjoy this chapter :)

For someone who had just saved the world from certain doom, Penny was feeling pretty glum. She stared down at her cup of soda dejectedly, swirling around the bright blue straw with her finger.

Beck had convinced her that, with all the excitement from carnival and the attack and the fact that neither "Mysterio" nor "Night Monkey" were A-list heroes at this point, no one would look twice at the two of them with their faces uncovered at the bar. And while it still made her anxious, Penny was too drained, physically and emotionally, to protest.

So there they sat, side-by-side in the musty, hole-in-the-wall bar, Beck with his beer, Penny with her cherry coke.

At least Beck was right about no one paying us any attention, she thought to herself, taking a timid sip from her straw. The bar was sparsely populated with a handful of locals, quietly sipping their drinks and making sleepy, slightly drunken conversation around them.

"Hey."

She glanced up at her companion, brown eyes questioning. He surveyed her expression, the rigidity of her spine, the way her fingers gripped her cup.

Penny was shit at covering up her feelings. She knew just from the crease in his brow that he had just read her like a book.

Smiling somewhat sadly at her, Beck clasped a hand on her shoulder, shaking it firmly. "You gotta celebrate. We did something good tonight."

She attempted to grin back, but could feel that it didn't reach her eyes. "Yeah. You're right."

You did something good tonight. Not we, she couldn't help but think.

It was a short walk from the square to the bar, but in those short minutes Penny had replayed the entire battle in her head and came to the conclusion that her part was minor compared to Mysterio's. Without him, she would've been helpless. Without her, Beck could've held his own.

I guess Brad was right about one thing. Mysterio could wipe the floor with Spidey.

I didn't do enough. I need to do more.

"Fury was right," she found herself saying, the words spilling out of her mouth thoughtlessly. "Mr. Stark did a lot for me. So… I owe it to him. I owe it to everybody."

To be an Avenger. To make the sacrifice, to step up the way she was meant to for the sake of the world. The words, unspoken, hung in the air between them.

Mysterio cocked his head at her, pursing his lips in consideration. "...Do you?"

No, she wanted to say.

"Yeah. I mean…" She let out a deep sigh, slouching in her seat as her elbows came to rest on the table. The same weight she had been feeling before the battle was still pressing down on her, leaving her drained and anxious. "Mr. Stark gave me the chance to be more. He wanted me… he wanted me to be better than him. And Fury just wants me to live up to that."

She closed her eyes, fingers pressing into her temples. She didn't know which was more heartbreaking- the fact that Tony never lived up to his own too-high expectations, or the fact that she would never live up to his.

"What do you want, Penny?"

Her eyes shot open. "What do you mean?" She hadn't ever been asked that before. Not when it came to the Spider-Man stuff.

Beck gave her a soft smile. "What do you want?" He spoke the words carefully, clasping his hands together and leaning in expectantly like what she said next would be one of the most important decisions of her life.

And maybe it would be. Penny didn't think she had much of a choice, but now Beck was saying she did.

She shook her head, willing it to clear. Did she have a choice?"

"I… I don't know," she answered honestly, wincing at her own response.

But Beck wasn't letting her off that easy. "What do you want? Penny Parker, right now. I know you're thinking about it, so just tell me-"

"I wanna go on my trip," she interjected, surprising herself by the firmness in her voice.

Beck smiled at her. He gestured for her to keep going, sitting back.

"I want to go back on my trip. With my friends," she continued, feeling stronger about what she was saying with every word. "And I want to tell the guy who I really like how I feel, and… and I want to have my first kiss. I really, really want to have my first kiss. With him. On this trip."

She let out an exhale, sinking back into her chair, cheeks flushed. Beck's grin had widened, and gave her a brief nod of, what she hoped was, approval.

"But you're not going to do that, are you Penny?"

Her own smile dropped. Reality sunk back in. "No. I can't-"

"Why not?" He pressed, leaning in closer.

"Because I have too much of a responsibility! I can't just-"

A waitress stooped on the ground in front of her, bringing her words to an abrupt halt. This wasn't exactly a conversation that she wanted anyone else to hear.

"Er-" She smiled at her awkwardly, desperately hoping that she couldn't speak English.

But she didn't appear to be listening. The woman picked something up off the floor, handing it to Penny and saying something she couldn't understand.

Her eyes turned wide as saucers. Mr. Stark's sunglasses. I could've sworn I left those back in the hotel room- how did they get here? Did I put them in my suit at some point?

"Thank you so much," she whispered, accepting the sunglasses with a wavering smile. Beck craned his neck, peering at the object in her hands.

"What are those?"

Heat creeped up her neck. She didn't want to answer.

But judging by the look of wonder on his face, Beck had already figured it out. "Are those the-"

"E.D.I.T.H. glasses, yeah," she murmured, holding onto them carefully with both hands.

"And they were just on the floor?"

She winced at the edge in his voice. Great- now even the one guy on my side thinks I'm just some reckless kid.

His face softened at her reaction. Gesturing to the glasses, he said, "Hey, try them on. Let's see how they look."

Face still burning, she unfolded the glasses and slid them on her face, mindful of the way the large frames fit around her owlish eyes. On Tony Stark they looked cool and modern- on her, they probably looked like a kid playing dress up.

Beck seemed to agree, cocking his head at her with a puzzled brow as he scanned her face.

"I actually really like them," she said honestly. I'll grow into them, I think.

"Can I be completely honest?"

Her heart sunk. "Please."

"They look really stupid."

Ouch. That stings. Even though there was mirth in his tone, it was hard to mask the hurt she felt. Nevertheless, she attempted her best poker face. "Oh?"

He seemed to buy it. "Maybe they have a contact lens version?"

It was a harmless question, one that she pretended to consider thoughtfully. "Hm. Maybe."

She gingerly removed them from her face, peering down at the frames in her hand.

The idea sprung so quickly into her mind it was as if someone had intentionally placed it there.

"You try them on."

Beck blinked at her, surprised. She was holding them out to him, but he made no move to take them.

He chuckled, face splitting into a teasing grin. "No, come on-"

"Try them on," she insisted, sliding them across the bar.

"I don't want to try them on, Penny-"

"Just put them on!" She smiled at him earnestly. "Seriously."

He snorted at her, but finally accepted the glasses, picking them up off the bar and pushing them onto his own face. He raised his eyebrows at her expectantly. "Well? What do you think, kid?"

And for a split second, Quentin Beck wasn't there any more. Tony Stark sat in front of her, wearing his usual sarcastic grin. The most brilliant, reckless, caring man she had ever known met her gaze, his eyes full of the warmth she liked to think he reserved especially for her. She sucked in a breath, suddenly speechless.

"Kid?"

She blinked. Beck took his place.

For the next Tony Stark- I trust you. The words echoed in her mind.

"What?"

She glanced up at Beck, realizing she must have said the words out loud. "Mr. Stark left me a message with those glasses. For the next Tony Stark, I trust you."

He chuckled, shaking his head a little. "I'm still not following. How many sodas have you had?"

Everything was clicking now. She straightened up in her seat, staring at the man across from her with a reverent gaze. The words poured out of her mouth rapidly, the neurons firing in her brain. "He knew every mistake I ever made, okay? So he must've known that I wasn't ready for something like this."

Beck frowned at her. "Then why would he give it to you?"

The answer popped in her mind as soon as the question left his lips. "Maybe he didn't trust me to have E.D.I.T.H.- he just trusted me to pick who should." Her eyes widened at her own realization, a breathy chuckle bubbling up her throat. "Oh my gosh- it makes so much more sense! He knew I'd do what's right, and he's not going to give them to Fury because Fury would give himself E.D.I.T.H."

The sweet feeling of relief eased the tension out of her shoulders. She felt light again.

Tony still trusted me, but he also knew I wasn't ready. I can still lay low as the friendly neighborhood Spider-Man while Mysterio does the heavy lifting. It's what he wanted all along!

Woah there, Penny, a quieter voice in her mind rivaled. That's a big jump to make in 15 seconds. You sure that's what he intended with all of this? You don't want to call Happy or Ms. Potts for a second opinion?

Penny waved off the voice. She felt good. This was what she wanted, and as far as she could tell, it's what her mentor would've wanted too. A powerful, kind-hearted, mature superhero would have access to technology that was fit to save millions of lives. And she, blissfully, would be off the hook.

She was in no position to question her own judgement.

"The world needs the next Iron Man," she continued, grinning eagerly. "And it's not gonna be me. I'm a 16 year old kid from Queens. It needs to be an adult, one with some experience, and one that's good, like Tony Stark, like… like you."

She finished with a meaningful glance at Beck, who looked like he had lost the ability to even breathe. His lips were parted, his eyes locked onto hers.

For a moment, he hesitated. Then he shook his head.

"No. C'mon, Penny," he sighed, removing the glasses and folding them carefully in his hands. He set them back on the bar between them. "No, I can't just…" he trailed off, looking conflicted.

Her heart was pounding in her chest. She needed this.

She picked up the glasses, sliding them onto her own face. There was a flicker of an expression on Beck's face for a moment- panic? Regret? But then it was gone. Penny thought she might have even imagined it.

"E.D.I.T.H?"

"Hello, Penny," the pleasant, feminine voice responded.

"Hi. Yeah, um- I'd like to transfer your control over to Quentin Beck."

He stiffened. "Penny, what are you doing?"

"The right thing," she said, smiling softly at him.

And she really did think she was doing the right thing. This man basically single-handedly saved the world from inevitable destruction, nearly sacrificing his own life in the process. As strong and as brave as Penny sometimes felt, she knew she was far from Mysterio's level of heroism.

"Any transfer will require confirmation."

"Stark gave you the glasses," Beck pressed, touching her shoulder gently.

"Stark gave me a choice," she corrected, her voice almost stern. "It's my choice to make. And I'm gonna make it."

He let out a breath, but at least he didn't protest further. That, at least, was encouraging.

"You're a soldier. A leader," she continued emphatically. "You stopped the Elementals, you saved my life, you saved the world, okay? He'd want you to have them."

The lingering voice in the back of her head resurfaced. Wait, maybe we should think this through a little longer. Are you absolutely sure-

My mind is made up, she mentally protested, shutting the voice down.

And while it was what she wanted, it did hurt a little bit. She wished she could remove the AI from the frames, keep them to remember him by. Every little bit of Tony she could keep close meant the world to her.

"Waiting for confirmation."

But even still, Penny didn't hesitate.

"Confirm."

The corners of Beck's mouth quirked up slightly. She took that as a good sign. She gingerly removed the glasses, holding them out to the man who deserved them.

"Welcome to the Avengers," she quipped, smirking at him.

His smile, however small it might have been, betrayed him. She knew he would accept the technology before he had even reached out to take it.

When Beck put the glasses on for the second time, she willed herself to see him, not Tony. However capable she thought Mysterio was, she knew it wouldn't be fair to compare him to Iron Man, even if she did just proclaim him to be the next Tony Stark.

No, he isn't Tony, but he's strong, capable, and he knows what he's doing. That's more than I can say for myself.

"They look good on you," she said genuinely, her smile broadening.

And they did. He looked like an adult. Not a kid playing dress up.

Beck nodded at her, his eyes full of emotion. "Thank you, Penny." His voice was soft, sincere. "Thank you for trusting me."

And then he pulled her in for a hug, his strong arms wrapping around her body tightly.

Penny stiffened for half a second- she hadn't been expecting this reaction from him. And then she was melting in his embrace, clinging to his shoulders and hugging him back. Her face was pressed up against his collarbone, her eyes closing on their own accord.

She felt a silent communication between them. She had lost most of her family. Every close father figure she'd ever had was dead. He lost his family too- maybe he had a daughter, one that he would never see again. For just this brief moment, while they clung to one another, she felt the comfort and warmth that she had been missing for so long. Penny could only hope that she was giving him the same in return.

When they separated, she felt even lighter than she had before. It was going to be okay. It was all going to be okay. She could just be a teenager for a little while longer.

"Mr. Stark would've really liked you," she murmured, mostly to herself.

And then she was standing up, stretching the stiff muscles in her legs and grabbing her mask.

"Where are you headed?" Beck's tone was lighter now- odd, she thought vaguely, considering the huge responsibility he just agreed to take on.

"I'm going to grab the bag I stashed and go see my friends. And I'm going to find Flash," she added, face warming on its own accord.

Her mind wouldn't stop roaming back to him. Fighting the elemental had made one thing painfully clear: she didn't want to waste another moment doing the awkward, "are we aren't we" dance with him anymore.

She was going to confess to him. Tonight. Her stomach fluttered with a fresh bout of butterflies at the thought.

Beck smiled at her, crossing his arms in front of his chest and leaning back in his seat. "Wow. Good luck, kid. I'll give you a 50/50 chance," he joked. "You're pretty awkward."

She snorted, waving him off. "Yeah, yeah. See you later, Beck."

"See ya, kid."

Penny was halfway through the door when it hit her. A shiver, from the top of her head down the column of her spine, wracked her body. At the same time, the cool outside air rushed around her. A Penny tingle? Or just the breeze?

She hesitated for half a second.

And then the door was swinging closed behind her, and she wasn't looking back.

Slipping the mask back on her face and glancing back and forth to see if anyone was paying her any attention, Penny began charging forward, shooting a web at a lightpost after she had gained some momentum.

She never had quite gotten over the feeling of being weightless, being yanked off her feet and thrust into the open night air. She let out a whoop, free-falling until she was dangerously close to the ground, and then hoisted herself back up with another web.

Her heart was pounding- not the oh my gosh I'm going to die way, but the holy shit if this is what adrenaline is then I guess I'm a junkie kind of way. Her body still ached from the battle, but it all faded away in the rush of excitement and feeling and freedom.

I am free, she thought, letting out another cheer as she narrowly avoided leaping face-first into a building, yanking herself up in the nick of time. Beck has E.D.I.T.H. The Elementals are gone. And I'm going to enjoy the rest of my vacation, damn it!

The opera house came swiftly into view. With two more swings she was there, landing in a crouch with the grace of a cat on the roof of the building.

Taking care to stay in the cover of the shadows, she creeped to the edge of the roof, and then crawled down the side of the wall towards where she hoped the window to the women's bathroom was.

Bingo. The window was wide open, which struck her as slightly odd, but made her entrance far easier. She twisted herself inside, feet first, straightening herself to a standing position once she had safely entered.

As she expected, it was dead empty. The motion sensored lights flickered on upon her arrival. Faintly, she could smell the sour scent of bleach, indicating that even the custodians had already passed through.

Crawling up the side of the wall, she carefully lifted the ceiling tile where she had stashed her backpack, ready to grab it and run back to the hotel as fast as possible. Her class must have cleared out hours ago due to the whole "world almost ending" thing, and while she trusted Ned and MJ to cover for her to the best of their ability, it wouldn't be long before Mr. Harrington became convinced that she had tragically perished in the attack. Of course, if he called May in tears, she would be able to figure out what was going on pretty easily, but there were other people who didn't know her secret-

Flash.

Her heart tightened in her chest. As much as he'd been on her mind all night, she had totally forgotten that he had no clue she wasn't suffocating in a pile of rubble in the aftermath of the battle.

And he was already so freaked out about me getting hurt last time, she thought, heartbeat quickening. And he was so adamant about staying by my side- oh my gosh, he's going to be freaking OUT-

To make things worse, she didn't feel the weight of her backpack pressing against the ceiling tile. Pushing it open entirely, she peeked inside, eyes widening when she saw absolutely nothing but a few dust bunnies and cobwebs. Penny began searching more frantically, jostling every tile in the ceiling until there were none left unchecked. Her backpack was nowhere to be found.

Now she was truly panicking. Did the janitor find my bag and confiscate it? How am I supposed to sneak back into the hotel?

She looked down at herself and cringed. There was no way she was going to be able to play off showing up at the hotel wearing "Night Monkey's" costume. She could just imagine the scene playing out in her head: Hey guys! How was the opera? Oh, me? Yeah, I left halfway through because I felt sick but then I felt better and decided to join a cult where we dress in bullet proof black suits and wander around the city recruiting new followers-

Of course, she also had the option to search the place, find the lost and found, and see if her bag was in there, but time was slipping away fast.

Luckily, Penny was the queen of improvisation. Spidey really kept her on her toes.

So, once again, she was soaring out into the night air, this time avoiding lit and densely populated areas as best she could as she made her way towards the hotel. The more people knew where "Night Monkey" was, the higher chance there was of linking her with the mysterious boy in black.

In just a few minutes she was there, stumbling to a stop in a dark alley adjacent to the building. Her heart plummeted at the sight of the crowds of people out front, shoving past on another to pile into a row of cabs.

I can't say I blame them. Seeing personified fire burst out of the city would make me want to leave, too.

But that also made her sneaking in a tad more difficult. Gritting her teeth, she scaled the wall of the building on her left, quickly scrambling up to the rooftop to get a better look while still keeping to the shadows.

While the front of the hotel was absolutely packed, the sides appeared to be more sparsely populated, and the back was pretty much empty.

And Penny's room was…

In the back, she realized, grinning deviously. Damn, I'm lucky.

She took a few steps back, a deep breath to steel herself, and began running. A split second before careening off the edge, she leapt off the building, gliding to the roof of the hotel.

Please don't look up, please don't look up, please don't look up-

No one looked up. She fell into a somersault on the roof of the hotel completely unnoticed. Stifling a giddy laugh, she continued running until she had reached the back edge of the building.

One quick glance over the edge confirmed that no one was lingering around back. Quickly, her heart thudding uproariously in her chest, she began slinking down the wall, avoiding the windows so as not to give herself away.

A few floors down at the third window to the left, she felt pretty confident that she had reached her room. Glancing inside, the lazily piled luggage in the corner confirmed it. She grinned, popping the window open, and folding herself inside.

She slammed the window shut behind her. Her back fell against the wall, her chest heaving with shaky breaths. She ripped off her mask, curls falling loose around her shoulders.

"Oh my gosh," she whispered between gasps of breath, the enormity of the past few hours finally settling on her.

She did it. She was back. The world was no longer in danger, Beck had E.D.I.T.H, and no one knew she was Spider-Man.

Penny choked out a laugh, sliding down the wall until she was sitting, knees folded up in front of her. She closed her eyes, allowing her head to rest against the cool plaster.

Just a second. That's all I need. A second to take this all in, to remember this feeling…

And then she shot back up to her feet, peeling off her suit with vigor and stumbling over to her bags. She kicked the garments, mask and all, under her bed haphazardly, yanking on a pair of sweatpants and a T-shirt instead.

Spider-Man's part was done. It was time for Penny Parker to make her appearance.

She yanked her curls into a messy ponytail, mind racing through the millions of potential excuses for her disappearance as she tied it off with a hairband. She always had a couple on hand- a coma-like nap that kept her from hearing people arrive back at the hotel was her current front runner.

Glancing over to the mirror, she smiled at her reflection. She was a total mess.

I look like me. Perfect.

Striding over to her door, she yanked it open, bursting out with the intention of flagging down Mr. Harrington or Mr. Dell ASAP and confirming that she was, in fact, alive and well.

Instead, in classic Penny Parker fashion, she came barrelling into somebody not two seconds after leaving her room.

Her head smacked hard against someone's chest, causing her to stumble back a few steps. She heard a grunt of what sounded more like surprise then pain. The person grabbed her by the shoulders, steadying her.

"Sorry," she gasped, glancing up into the face of none other than-

"Flash," she murmured, her eyes wide.