A/N: You know, at this point it gets updated when it gets updated. We're thriving.

Even with the sense of impending doom as a monstrous creature lashed out at him, Flash felt that there were far worse things in life than being in a scenario that led to him being tackled by Penny Parker.

Well, by Spider-Man, really. Her grace and speed perfectly mirrored the hero he had been idolizing for the past few years. She was in front of him in seconds, wrapping her arms around his frozen form as she leapt into a dive, taking them both down to the ground. One of her hands came up to the back of his head, protecting it from injury. The Elemental's clawed hand, formed entirely out of a thick, grey smog, raked inches past them.

And then, just as they slammed into the ground, it flickered out of sight.

Flash's chest was heaving as he took in gasps of air, and not just because his crush was now on top of him.

Penny's pupils were blown wide. She was propped up by her arms, staring where the monster had been seconds before. "What the hell was that?"

"I-I don't know," Flash spluttered, looking up at her.

She glanced down at him, reddening. "Sorry."

"Don't be," he squeaked, allowing her to pull both of them back up to their feet.

Both of their eyes were now drawn to her backpack, where a small piece of technology covered in spiderwebs had slipped out. Flash vaguely remembered picking it up earlier in the aftermath of the battle. It was sparking with a faint, blue light.

Penny knelt down to pick it up.

"Careful, Parker," Flash warned, but it fell on deaf ears. She took it gingerly, bringing it over to him once she seemed sure it wouldn't spontaneously combust. She gave him a questioning glance.

"I found it after the battle. I don't even really know why I grabbed it- it looks like it could be a projector of some sort," he offered, leaning in for a closer look.

"Yeah," she agreed, "but it must be really advanced. That image looked so real…" Her voice tapered off to a whisper. She looked up at him with wide, fearful eyes.

His brain made the same connection half a second after hers did."Wait, does that mean… does that mean the Elementals are fake?"

Penny began shaking her head, as if willing herself to take back what she was already thinking. "But that can't be true," she said hastily. "It doesn't make any sense. We were there, we saw the fire and the destruction and-"

"We just saw evidence of them being fake," he prodded gently, gesturing towards the projector. "Why else would this exist if not for someone to fake it?"

She let out a sharp breath. Flash noticed that her hands were beginning to tremble. "Yes but- but who would do something like this? Put so many people in harm's way for some illusion?"

The projector flickered back to life in her hands, projecting a new image in front of them. They both stared in open mouth horror as the Elemental was now being attacked by a projection of none other than-

"Mysterio," Flash murmured, disgust dripping into his tone.

Of course Brad would be the number one fan of a super-fake. He couldn't wait for the news to wipe the smug grin off his face.

But in the meantime, he had other concerns. Penny's brown eyes were wide and unblinking, her breathing unsteady.

"Pen?" Flash cautiously put a hand on her shoulder. She looked at his hand, then at him. Took a deep breath to steel herself. Set her jaw.

"I am Spider-Man. And I've really messed up."

He blinked. Of course he knew that already, but hearing her say it out loud was a whole different story. Her expression was panicked and also completely stone cold dead serious, but he still couldn't help but ask, "y-you're sure?"

Her lips twitched up in a pained smile. "That I'm Spider-Man or that I've messed up? Either way the answer is a resounding yes."

"Oh my God you're Spider-Man, Penny Parker is Spider-Man-" His voice started hitching up an octave to his utter embarrassment. She stared at him with disbelief.

"Flash, you were literally just trying to make me tell you that I'm Spider-Man!"

"I mean I was sure but I wasn't like sure sure-"

"Flash-"

"So this whole time this whole trip you've known that I'm like this big embarrassing Spider-Man fangirl-"

"Flash-"

"And you got a concussion, did you fight the water monster?"

"-Flash-"

"-Oh my God on the plane you talked about your own ass-"

"-Flash I know there's a lot to catch up on but we need to leave like right now!"

She grabbed his hand and began tugging them back towards the hotel. Once again he found himself thinking that she was incredibly strong even when she didn't mean to be. He stumbled into a brisk jog, matching her stride.

"Are we in danger?"

"Very much so. Watch your step-" She effortlessly tugged him out of the way of the light pole he almost ran into.

"Because of Mysterio?"

"Yeah."

"But you're way stronger! You can take him down, Penny, I know you can!"

She flashed him a grim smile, laughing nervously. "I appreciate the vote of confidence, Flash, but I kind of accidentally gave ownership of a STARK super technology that gives him access to unlimited information and a whole army of killer drones."

Flash about choked on his own tongue. "You did what?"

"I said I messed up, okay!"

"You had access to killer drones?"

She sighed, slowing their jog down to a walk. He stumbled over his own feet, but she steadied him. Her big, brown eyes bore into his. "I am going to dump a lot of information on you. Are you ready?"

He couldn't do anything but nod. She plowed ahead.

"Mr. Stark entrusted me with this piece of technology, E.D.I.T.H, after he died. Nick Fury gave it to me on this trip. It came with the note, for the next Tony Stark, I trust you."

"Iron Man gave it to you? And Nick Fury is here?"

She looked slightly irritated. "Yes and yes- can you just listen for a bit?"

Dumbfounded, he gestured for her to continue.

"Beck, or Mysterio as you know him, was the perfect candidate. He's strong, charismatic, and now, it turns out, a liar and a manipulator and a total fraud. I thought there was no way Tony meant I was supposed to be the holder of E.D.I.T.H, so the first chance I got, I gave it to someone who I thought was more worthy." She shook her head at herself, her features wracked with guilt. "Turns out I couldn't even do that right. So now I've got to stop him before he fools the world. E.D.I.T.H. gives Beck access to camera footage and all levels of digital communication, so he likely already knows that you, MJ, and Ned all know about me, and he definitely knows that we found one of his projectors and know he's a fraud."

Flash tried to mask his expression into one that didn't resemble a gasping fish on dry land. "Okay, so Mysterio is evil, and now he's super powerful because of STARK technology, and now he's going to kill you and me and anyone else who knows about all of this?"

Penny winced. She placed a hand on his shoulder, squeezing gently. "I'm going to keep you guys safe, alright? I won't let him hurt you."

"But who's going to protect you?" His words came out harsher than he meant them to as he came to grips with his own uselessness. This girl could catch runaway buses and fight Avengers-level threats, but the idea of her facing Mysterio alone made him sick to his stomach. "If E.D.I.T.H. is as powerful as you say, who's going to watch your back and make sure you're okay?"

She grinned at him. "I'm planning on talking to Fury ASAP. That's my next stop. You don't need to worry about me, Flash. He'll know what to do."

He rolled his eyes at her. "Sure, yeah. I'll just calm my heart rate after finding out that my crush and my hero are the same person and now knowing she's facing off against a crazed psychopath with too much power."

"What a sweet way to tell me you care."

"You're the worst, Parker."

They slipped inside the hotel and made a beeline for the elevator. Once inside, Flash said, "So me, MJ, and Ned are the only ones here who know?"

She nodded, worrying her bottom lip with her teeth. "Ned knew since around homecoming. Then Aunt May, and MJ only found out during this trip."

"Found out- did you not tell anyone?"

"No one. Not even Mr. Stark when he first came to our apartment. He found where I stashed my suit and threatened to tell Aunt May before I even confessed to him."

Flash nodded, his brain tripping over itself to keep up with this huge influx of information. "So the Stark internship… that was real."

She shrugged. "Not exactly what I made it out to be, but yeah. The 'internship' was patrolling as Spider-Man and helping out the Avengers. Surprise."

He grimaced. Well, if I didn't already feel like I've been a total jerk to her, here's more proof. Great job, Flash. You convinced half the school she made it up when really she was out saving your ass and the rest of the world.

He squeezed her hand. "I'm really sorry, Penny. For not believing you, and... for what happened to him. I can't even imagine what you must've gone through after the blip."

She shrugged again, but there was a sadness behind her eyes. "He did what he needed to do. He died a hero. And now I need to make sure his sacrifice isn't for nothing."

The elevator steadied, releasing them to their floor. She made a beeline for her room, Flash on her heels. He closed it behind her, not bothering to check to see if anyone was watching.

Most people had caught on to their flirtation throughout the trip, he decided. Sure, let them think we're making out on our last night in Europe- it's a pretty good cover, actually.

"Beck's going to try to fool everyone that he's the next Iron Man, that he's someone the people can trust. We can't let that happen." Penny began closing the blinds, peeking out the window briefly as she did so to check for watchful eyes… or drones.

Following her lead, he pressed his ear against the door, and then stooped down to check for any indication of someone standing outside her room. "For what it's worth," he said, locking the door for good measure, "I think Stark meant you in his note. You know, the thing about the next Iron Man-"

He turned around. His mouth was suddenly very, very dry.

Penny's suit had been dumped on her bed, and she had already yanked off her T-shirt, leaving her in sweatpants in a sports bra.

It wasn't like he didn't see women in sports bras out in public or at the gym or anything like that. But this was Penny Parker.

So now he was able to see the smooth lines of muscle along her biceps and forearms as she tossed the shirt on the bed, note how toned her stomach was, see how her Penny Parker softness was now mixed with the strength and power of her alter ego- and did he have a thing for clavicles now? Because she had gorgeous clavicles...

Instinct kicked in and he clasped a hand over his eyes, now feeling quite red.

Penny, for her part, sounded unbothered. "I'm starting to wonder that, too. I might ask Fury for his thoughts, or I may even relinquish E.D.I.T.H. over to him when I get it back. I can't call him since Beck's definitely tapped the phones, but he should still be in Berlin- shoot, I should…" He heard her stop what she was doing and move to her laptop, typing rapidly before slamming it shut.

"Why wouldn't he have meant you?" The hand stayed firmly over his eyes. He suspected that she wasn't dressed yet.

"Well, I make so many mistakes…"

"He's made mistakes, too."

"I mean, a few hours after getting E.D.I.T.H. I almost killed Brad, so-"

Flash dropped his hand, eyes bugging out at her. "You almost killed Brad?"

She stared back at him sheepishly. "I may have accidentally called a drone strike on him. While we were on the bus."

He blinked. Then a grin started to creep along his face. "I mean, accidents happen. You should have let it finish the job."

She rolled her eyes, grabbing her shirt from the bed and thwacking him with it.

Her shirt. Which she wasn't wearing. He slapped both hands over his eyes so quickly his face stung.

"Uh, you okay?"

"Peachy," he squeaked.

It was as if he could audibly hear the gears turning in her brain before she realized what was going on. "Wha- I wasn't trying to- I was just-" she spluttered helplessly. "I mean, this is what you get for walking in front of me in just a towel!"

As red as he knew his face was, Flash still managed a cheeky grin. "So you were flustered that day?"

"Shut up! I'm putting on the suit, don't get your boxers in a twist."

He heard the sounds of shuffling fabric as she slipped on the suit.

And then the sound stopped. "Someone's coming," she whispered urgently.

"I locked the door," he whispered back.

They both heard the distinctive click of the door being unlocked. He also heard a hasty zip from Penny's direction.

He whirled around as the door opened. MJ stepped in, Ned right on her heels. They both froze. Ned's jaw fell open.

Flash glanced over at Penny, who was now fully dressed in her black 'Night Monkey' suit, minus her mask. She was the only person who seemed at ease. "Good! Come in and close the door. I need to talk to you both."

Ned glanced between Penny and Flash nervously. Then, before Flash could even blink, a big dopey grin was plastered on his face. "The, uh, the costume looks great!"

Penny's eyebrows furrowed. "Huh?"

"For the costume party!" Ned was now elbowing MJ aggressively, who took a step away from him to avoid the jabs. "At the, uh, the prince's castle!"

"Flash clearly knows, Ned," MJ deadpanned, shutting the door behind them. "Looks like he's part of the Spidey Squad now."

Flash made a face. "The what now?"

She shrugged. "Now that there's three of us I figured we needed a name."

Ned's eyes expanded until they were as wide as saucers. He looked at Penny accusingly. "So now everybody's getting let in on this?"

Penny raised up her hands in surrender. "He figured it out! Or MJ kinda told him, actually?" She raised her eyebrow at her friend, who suddenly became very interested in her shoelaces.

"I would've figured it out soon enough," Flash interjected, cutting off MJ before she could defend herself. "I had all the evidence I needed."

"Well… sure."

"What does that mean?"

Penny looked like she was holding in a laugh. "I mean, if you say so."

"Don't say it like that! I totally would have figured it out!"

"So from 'she eats a lot' and 'she isn't allergic to peanuts anymore' you were going to figure out I was Spider-Man?"

"Eventually!"

"Can we put the lovers' quarrel aside for a moment? You had something to say, Penny," MJ said, taking a seat at the edge of her bed.

Flash felt a flush creep along his neck. Penny just rolled her eyes, but she wore a teasing smile. "Sorry. Okay, strap in, guys. This is a lot of information."

Ned and MJ listened patiently as she told them all about Beck being a fraud, the Elementals being created through illusion tech, how she transferred E.D.I.T.H. to his possession, his new subsequent powers and abilities, and how they were now in danger since he'd do anything to keep himself from being exposed.

"So now I've got to get to Fury, convince him of this whole thing, and figure out how we can stop Beck before he fools the entire world… the same way he completely fooled me."

By the end of the spiel Penny was no longer smiling. Flash could tell that the weight of what she had to do- what she had to prevent- was stifling.

"...So what now?" Flash had never heard MJ sound so small. The concern in her features was evident.

Penny promptly turned to Ned. "Call May and get her to call Mr. Harrington. Say she wanted me to stay with family in Berlin until this all blows over."

He nodded at her, not even batting an eye. "Got it. Easy."

"You guys lie with such ease," MJ muttered, but she sounded impressed.

"You two are newbies," Ned pointed out. "I've been doing this with Penny for a while now."

"He's always got my back," she agreed, grinning at him. "He's my guy in the chair. Ned's irreplaceable."

He beamed at her words. Flash couldn't help but feel a twinge of jealousy at the exchange- he wanted to be useful for Penny the same way Ned was. Having to sit by while she threw herself into danger was already killing him, and he had only known her secret for a few hours now.

"I'll see you later, guys." She pulled the mask over her head, tucking in her ponytail so she became unrecognizable.

Before she could get to the window, MJ grabbed the projector, tossing it. "Wait, you'll need this!"

She caught it with ease. "Thanks." Her posture shifted, her shoulders falling back. "I know you guys know this already, but you can't tell anyone about this, alright? Anyone who knows is in danger. And remember that Beck has tapped your phones and devices, so your communication is no longer private. I'll try to keep you guys updated on what happens somehow."

She pulled open the window, poised herself to leap out. Flash felt a surge of panic grip him.

She was strong. She was capable. She was smart. He knew all of these things.

But she was also so deeply precious to him. And for all he knew, Beck was currently sending drones to assassinate her. Penny Parker, who was sweet and kind and funny and far too good for this world.

He knew it was mostly irrational, but the paralyzing thought that this could be the last time he sees Penny Parker slammed into him, making his knees weak.

"Wait!" He didn't say the word so much as gasp it, the air having been sucked from his lungs out of fear. "Parker, wait!"

She paused, turned to him. She yanked off her mask, revealing wide, concerned eyes. Some of her curls had loosened from her ponytail, falling clumsily around her face. "What is it?"

Good luck.

Stay safe.

Don't go.

I need you.

I'm terrified of losing you.

"...You crashed my father's car. When you borrowed it during homecoming as Spider-Man."

He closed his eyes, wallowing in his own stupidity. Really? That's what you manage to say before she leaves for an incredibly dangerous mission?

MJ and Ned seemed to be thinking the same thing, staring at him like he had grown a second head.

Penny didn't, though. Her eyes softened as she took him in. "Yeah. Sorry about that," she said somewhat cheekily. "But don't worry- I'll make it up to you when I get back. Deal?"

She stuck out a hand towards him. They locked eyes, and an understanding passed between them.

She's coming back. She'll make sure she comes back.

And in that moment, he decided to trust her completely.

He took her hand, grinning. "Deal."

They shook once, twice. He wanted to linger, but reluctantly let go. She had a job to do.

Penny took a step back, and then had the audacity to wink at him, leaving him a blushing fumbling mess. Great. What a perfect image to leave her with.

And she was masked, perched on the window sill, and then sailing effortlessly away from the building, performing a graceful somersault in the air as she whisked away into the night.

He watched her go, his heart heavy. Is this how it's going to be every time she leaves?

"It doesn't get easier," Ned confirmed sadly, echoing his thoughts. He closed the window and re-shut the blinds. "But she's got this. Our job is to lay low and be ready in case she needs us down the road."

Flash nodded, trying to convey all the confidence he didn't feel. "Right. Let us know what we need to do, Ned."

Flash could tell that he liked the sound of that. "I'm going to call May first. Then I'll let you guys know." He grabbed his phone, walking over to the corner of the room.

MJ turned to Flash, eyebrows raised. "Penny wrecked your dad's car?"

He smirked. "Yup. And the old man didn't quite believe my 'Spider-Man did it' excuse."

"And you still want to date her?"

"She could set fire to every piece of property I own and still be too good for me, MJ."

"Fair enough."