A/N: Y'all, I'm on a roll. Does this make up for being MIA for a few months?

Penny knew she should feel exhausted, but adrenaline had taken over, keeping her heart pumping and her eyes wide and alert.

She spent the wee hours of the night traveling from Prague to Germany, hopping from train to train and occasionally webbing across cities. Daylight had broken out at this point. People were out and about, dressed for work and jumping on buses for their commute.

She leapt from the final train she had been clinging to, landing in the crowded station. She knew she was in Germany at this point, and probably close to the building Fury was in, but she didn't know exactly where to go next.

People gasped and whispered around her as she rose up from her crouched position, surveying the area.

"Nocht Monkey!" She heard one person whisper. She fought the urge to groan.

I forgot about that whole thing. Night Monkey? Ned couldn't have come up with anything cooler?

She started forward, hoping to shake some of the gawkers she was already attracting, only to stumble to a stop as a black sedan pulled up in front of her. One of its tinted windows rolled down. Penny was only mildly surprised to see a familiar face before her.

The man seemed to know everything- she wouldn't have been surprised if he had put a tracking chip in her arm at some point while she was asleep.

Of course, he didn't know that Beck wasn't really a kindhearted traveler from another dimension, so there was that.

"Get in," Fury said calmly, unlocking the passenger door. He didn't have to tell her twice.

She slid in, pulling off her mask once the window had rolled back up. "Mr. Fury-" she began, her throat tight with urgency.

"You've got a lot of explaining to do," he deadpanned, his eyes not leaving the road. She felt her stomach drop. She would almost have preferred more yelling.

"You don't understand-"

"Wait until we're secure," he bit out, holding up a finger to silence her. She clamped her jaw shut so rapidly she heard her teeth make an audible click.

She was content to spend the rest of the ride in silence, but she felt Fury's gaze on her. She glanced back over.

He made a gesture over his chest, indicating that she should put on her seatbelt. So that's why the car's beeping.

"Right," she muttered, reaching over her shoulder to grab her seatbelt. It wouldn't budge. After a few quick yanks it finally moved… but she had yanked it completely out of its holder.

She looked back over at Fury, giving him her classic 'I'm an idiot but a lovable idiot' grin. He just rolled his eyes.

If we got in an accident I'd be better off than him, even without the seatbelt, she thought grumpily. Why should genetically enhanced humans have to wear it in the first place?

Soon enough they were pulling into the guarded parking garage of a rather impressive looking building. Its walls were almost entirely made of glass, giving Penny the opportunity to peek inside and see a plethora of officials moving about and having important looking conversations.

She frowned. This is a secure location? Anyone could see us here.

That was her first red flag. She ignored it.

Fury's office was at the top floor of the building. Penny silently thanked the spider that bit her for the millionth time- pre-spidey Penny Parker would've been panting by the 4th flight of stairs.

The whole way up they were quiet. It wasn't until he finally veered right and led them to a sleek, white walled room with modern decor that Fury broke the silence. "So is there anything you want to tell us about your girlfriend?"

Penny scrunched up her eyebrows in confusion, glancing at Agent Hill, who was already in the room, for help.

"He's talking about E.D.I.T.H," she offered, her tone professional.

Penny let out a breath, steeling herself. "Look- I know I made a mistake, and I'm sorry, but he is not who you think he is. Beck is a liar."

She scanned their faces for any hint of what they were feeling: disbelief, surprise, confusion, acknowledgement, anything. She was met with two expressionless masks.

Her heart rate escalated a little. Alright. Time to bring out the evidence.

"Mysterio, the Elementals, it's all fake," she continued, holding up the projector that Flash had found. "He has some sort of illusion tech, and that's how he tricked you guys. And then he tricked me into giving him E.D.I.T.H," she added, fighting to keep her voice steady.

He had manipulated her emotions against her. He had pretended to fill the role that was first made absent by the death of her father, then the death of Uncle Ben, then the death of Tony Stark. He harnessed her need for an approving mentor to teach and guide her and used it for his own selfish gain.

Penny was angry. She was very, very angry.

She took hold of the feeling, using it to fuel her speech. To work against Beck's lies.

Placing the device down on the table, she slid it towards Hill and Fury. "It's a projector. I pulled it off the fire monster in Prague with my webs, and then one of my classmates picked it up."

"So all that death and destruction we witnessed was created by this?" Fury didn't sound like he either doubted her or believed her. He simply wanted confirmation of her story.

Hill's eyebrow gave the slightest twitch as she looked down at the device, her lips parting in thought. Penny took that as encouragement.

"No, not just this," she continued, gaining momentum. "I think he's using drones."

Fury straightened his posture, looking away from the device and toward her. He gave the slightest, almost imperceptible nod.

She could have cried right then and there. He believes me.

"Well, if this is true, then Beck's very dangerous and we need to be smart. Who else did you tell about this?"

So overwhelmed with relief and finally feeling the exhaustion from a night with no sleep, Penny didn't notice how Agent Hill had stepped away from Fury towards the corner of the room, facing the wall so her whole back was open and vulnerable to attacks. While she was on duty as a S.H.I.E.L.D. agent.

Red flag number two.

Before she could answer, Penny felt all the hairs stand up on her arm. The sensation of a million pricking needles crawling up her spine made her shiver.

"Parker?"

Penny's breathing became shallow. Not now. Not before we've had a chance to strategize. Not while I'm running on no sleep and still bruised from yesterday.

"Parker!"

"What's wrong?"

It was Hill's voice that finally cut through her panicked haze. Her eyes snapped up to meet Fury's.

"It's Beck. He's here." She slid her mask back over her face, crouching slightly to a defensive stance.

"What?" Fury pulled out his gun, whirling around in an attempt to spot him.

That's when everything around them began to dissipate into blue pixels. The walls, the floors, the furniture, and, to their horror-

"Hill?" Fury's eyes widened as his partner melted into pixelated pieces, and then faded into nothingness.

Nothing around them was real. Nothing around them could be trusted. Penny's heart rate accelerated further.

They were left standing in an open, cement-walled construction site with rusty beams and unfinished rooms. The whole thing reminded her of an abandoned parking garage, as if the situation needed to be any more creepy.

Fury raised his gun, and for a heart-stopping second she thought he was pointing it towards her. Then she noticed the floating drone over her shoulder, wielding a weapon of its own.

"No, it's just an illusion-" she tried to warn.

And then it fired a very real blast into his chest, sending him crashing into the wall behind him with a sickening crunch.

"FURY!"

Penny started towards him, but the drone had changed targets. She didn't even have a chance to see how badly he was hurt before it sent a searing blast straight into her stomach, launching her into the open air.

She sliced through a few stray wires as she was vaulted backwards, and then she began a hasty descent towards the levels of cement floors. She barely registered the burning sensation from where she had been shot before she smashed once, and then twice, into steel beams, and then collapsed hard onto the cement floor with a cry.

Any air in her lungs had been walloped out of her. She coughed shakily, forcing herself onto her hands and knees. An unsteady hand came up against her stomach wound.

"Wow, Penny. Wow."

The voice that had once given her a sense of comfort was now cruel and mocking as it rang hollowly from one of the drones.

She had to grit her teeth against the pain, but finally she was able to rise to her feet. Even if he wasn't there, she knew Beck was watching her from one of its cameras. She wouldn't show any weakness. She refused to.

"I thought we were close," Beck's voice continued sadly. "Fury always had to die… but not you."

A swarm of drones was surrounding her. One by one they began to light her up with green beams of light- aiming for their next shot.

"Stop hiding, Beck!" Her voice came out in a snarl, the pain bringing on a fresh surge of anger. She shot a web out at one of the drones, only for it to fade into blue pixels.

She forced back tears of frustration. That's right. I can't trust anything here.

"I tried to help you walk away," he continued. "Now you're making me do this." He almost sounded remorseful.

There were no more drones now. She couldn't even see the building she was in anymore. Looking down at herself, she saw that she was now in her red-and-blue Spider-Man suit.

She pushed back her panic. She didn't need to solely rely on sight.

But God, she was so tired.

A new setting seemed to collapse from the sky into place, causing her to flinch. It was her school.

How does Beck know my school? Just how much does he know about me?

The hallway was billowing with green smoke. "Mysterio" stood before her, his fishbowl head reflecting this horrifying scenery. She saw herself in the reflection as well.

The illusion was not only disconcerting- it was flawless. If she weren't so terrified, she'd be awestruck at how high quality the technical design was.

Pseudo-Mysterio began walking towards her. "You told me you were just a kid."

I am just a kid, she thought angrily, shooting her webs towards him on the off chance that Beck did decide to make an appearance. Instead, dark green smoke blasted from the compartment on her wrists, momentarily blinding her.

Out of the corner of her eye she saw that he was behind her now. She reared herself back, punching towards his head so hard she would have easily broken his jaw. Penny yelped in pain as she felt her fist connect into hard concrete instead, likely breaking a knuckle or two.

"You told me you wanted to run after that boy."

"Help me! Parker, help!" Flash's voice was desperate, terrified.

Her heart stopped. He wouldn't. He's innocent. It's not real Penny, it's not real-

But she knew Beck was heartless, and she knew he wanted to destroy all evidence that he was a fraud. Even if that meant killing teenagers- herself and Flash included.

So she began sprinting towards the sound of his voice, screaming out his name so he knew she was coming. She burst through a door that wasn't there a second ago, and almost propelled herself off of the tower that she was now standing on before she steadied herself on its edge.

The Eiffel Tower, to be exact. And it was now shrouded in Mysterio's green smoke.

At this point she really wished he hadn't paid so much attention to their conversations. The way he was taking her innocent fantasies and twisting them into something horrible was making her sick.

"Penny!"

She turned. Flash was also standing on the tower, his expression panicked. He was just out of reach. "What's going on? Please, you've got to help me!"

Every cell in her being screamed that she should dive for him, that she needed to get him out of here and somewhere safe, but she knew Flash too well at this point. She knew that even in a moment of crisis where his life was in danger, his first thought would be of her, not himself.

But watching pseudo-Flash look so scared was seriously clouding her judgement. She forced her gaze away from him.

She shouted out to the void, knowing Beck could hear her. "I know this isn't real!"

His response was almost pitying, dripping in condescension. "Do you, though?"

Penny couldn't help but watch as a new cloud of smoke appeared behind Flash, revealing the fake Mysterio. He gripped his throat, lifting him off his feet. Flash began gasping for air, clawing at Mysterio's hand to no avail. He was choking the life out of him.

This isn't real.

He was growing so pale, his movements growing sluggish as he began to lose his will to fight.

This isn't real.

One of his hands was reaching out for her, his eyes pleading.

This isn't real this isn't real this isn't real this isn't-

His lips formed one word: please.

She broke. She dove for him.

And then Mysterio dropped him, sending him crashing down from a height so high he'd surely die. His scream was haunting.

"FLASH!" She dove over the edge without hesitation, the way Beck knew she would.

The sky disappeared. Flash disappeared. She collapsed into another hard floor, breaking the fall with her wrists and chest. She could have sobbed at the familiar sensation of her ribs breaking, and likely her wrists as well. Things weren't looking good for her.

But she couldn't give up. She had to fight. For Fury, for Flash, and for her friends. So she rose back up onto her shaky legs, preparing for whatever monstrosity he would throw at her next.

"I don't think you know what's real, Penny!" Beck taunted.

And then she was watching city streets streak by her rapidly, the sky tinted with green light. The ground shook, leaving her stumbling as it finally came to a stop.

She was now standing in front of what looked to be a cheap, brick motel. Its neon sign lit up, reading 'Queens.'

She cocked her head. Well this isn't so bad.

And then a giant fist burst through the wall, slamming into her. She screamed as she flew backwards and burst through what she perceived to be a giant wall of glass, falling into inky blackness.

Webs. There were webs everywhere. She was frantically grabbing at them, trying to find purchase, but they kept snapping and breaking under the weight of her body as she continued to gain momentum. She couldn't slow her descent.

"YOU NEED TO WAKE UP!"

She smashed into the ground once again, heard a crunching noise as her body made impact. Blearily, she recognized that she had fallen into a car. She was outside. The cement building loomed over her.

It felt real. Was this real? She couldn't tell.

She rolled off the car, groaning. Whipped around. Felt the beginnings of what could be a panic attack as she braced for the next nightmare.

Penny was already gasping for breath when she heard glass break, the drones descending on her from one of the windows and bringing back up the illusion.

So I am outside right now. Or am I? What's real? WHAT'S REAL?

Blackness. Shards of glass from the broken window became ginormous, sticking into the ground around her, caging her in. Her reflection, still in her red-and-blue Spidey suit, was visible at every angle.

"I mean look at yourself."

She did. She was so small. How did anyone see her as a hero?

She raised a hand towards one of the shards of glass, hardly aware of what she was doing.

Her reflection smacked her hand away.

Startled, she stumbled back into the chest of another one of her reflections. It pushed her off.

One punched her in the face. One kicked her in the chest, knocking the wind out of her. One tried to restrain her. Then two. Then three. They crawled on top of her, pinning her down, stifling her. She fought, pushing them back, kicking at them, but it did nothing.

I'm going to die. I'm going to die right here. I lied to Flash.

The thought was overwhelming. She wanted to scream.

"You are just a scared little kid in a sweat suit!"

To her enormous relief, the Spider-Men melted away. She scrambled to her feet, breathing hard. Looking down at herself, she realized she was wearing her old, handmade costume from before she had ever met Mr. Stark. It made her feel vulnerable. She fought the urge to wrap her arms around herself.

The glass shards were gone. Penny surveyed her new surroundings. She was standing among a mass of boulders and more of that dreaded green smoke. She coughed, wafting it away from her face.

"I created Mysterio to give the world someone to believe in!"

As the smoke began to clear, she realized these weren't just stones. There were broken statues. Fallen Avengers. Captain America's face. Iron Man's helmet.

In the middle of them stood a statue of Mysterio, arms crossed as he towered over them all proudly.

"I control the truth. Mysterio is the truth."

She stared up at him, her limbs shaking, and not just from pain and exhaustion. How dare he. These were heroes. He would never be like them.

Chills up and down her arms. He was behind her again.

She whipped around just in time to see Mysterio land a few feet behind her, thrusting his arm forward with a green blast towards her chest. Penny fell into a backflip, dodging the blow.

He didn't relent. They were cat and mouse, him charging towards her with surges of the pulsing energy again and again, her skilfully leaping across the piles of rubble to avoid the attacks.

Mysterio was fast, but she was faster. She dove behind him, the few seconds he needed to turn around giving her enough time to steady herself and shoot two webs towards his chest. She pulled as hard as she could, attempting to smash him into the ground, maybe even knock him unconscious.

Her webs held, but not into him. She realized too late that he was another illusion as the giant piece of construction equipment she had latched onto came crashing down on top of her.

She dove to the side, barely dodging it as it crushed the stone she was standing on. Mysterio had doubled back and was aiming for her again.

Even if the figure wasn't real, she had a sinking feeling that his energy blasts were. Ignoring her body's protests, she leapt back onto her feet, jumping and diving around the stones as he kept coming after her.

But she was getting sloppy. She attempted a flip off of the giant crane, but her legs were too weak with exertion and nerves to push her with enough force. The energy blast missed her, but just barely. She was caught in the aftershock, crumpling to the ground in a heap of tired limbs.

Still, she managed to turn her painful fall into a somersault, pushing herself back to her feet. Once she was finally steady, it was too late to avoid the giant stone fist from Iron Man's statue that was now toppling towards her.

Penny cried out, bracing for impact with her arms over her head. It didn't come.

She looked up, confused. It had dissipated before it could hit her, leaving her alone once again in pitch darkness. If Beck wanted to end it, he could do it now. Why is he toying with me? What's the point?

A small, hopeful part of her thought there was perhaps a chance that he wanted her alive after all.

A darker part whispered that she'd prefer death over these endless mind games.

Speaking of death… She was now in a graveyard. One gravestone was placed right in front of her. Perhaps her own. Perhaps he was going to go ahead and end it here.

"If you were good enough… maybe Tony would still be alive," Beck whispered hauntingly.

Some of the green smoke cleared. The grave read 'Anthony Edward Stark.'

Mr. Stark.

Her heart stopped. Her hands began to shake.

Penny couldn't help herself. She felt a wetness on her cheeks. The tears she had been pushing back this whole time had finally pushed through.

She hated herself for believing him, but she did. These were thoughts she had been wrestling with for a while, long before she met Beck.

And if she gave up and died here, wallowing in her own self-pity, after he died to save her and millions of other people… then she really wasn't good enough.

You're sacrifice wasn't in vain, Mr. Stark, she thought, blinking rapidly to fight off the flow of tears. I'll keep fighting. I'll live, I promise. I won't let Beck-

A hand thrust from the dirt in front of his grave, abruptly cutting off her train of thought. She suppressed the strangled scream that threatened to crawl out of her throat.

It was Iron Man's gauntlet, but it was dilapidated and decayed. It reached for her.

Penny scrambled back as another arm burst out to join it, and then Iron man's helmet, and then his chest, pulling himself out of the ground and dragging himself towards her. She heard ragged gasps for breath and realized it was coming from her. She was hyperventilating.

Bits of the helmet had fallen away to reveal a decayed skull. It stared at her hollowly. She felt frozen, pinned to the ground.

Then zombie Iron Man used its thrusters to haul itself to its feet. He stared down at her. Spiders crawled out of his eye socket to rest on a decaying jaw. Penny felt the bitter sting of bile in her throat.

One of the spiders leapt towards her. She watched, paralyzed, as its eight eyes multiplied into thousands of fishbowl helmets.

Iron Man was gone. She let out a sob of relief. He was replaced by an army of Mysterios, marching towards her hollowly.

It took everything in her to drag herself back to her feet. But she did. She began to run. She didn't know where, but perhaps if she could get back outside and escape the drones...

"Deep down, you know I'm right."

She smacked headfirst into a wall, her sight momentarily going black as she collapsed into something soft. Her head began pulsing with pain, but she felt numb to it, at this point. Too much of her hurt to acknowledge each new wound.

Penny began to shiver. She blinked her eyes open, clearing away the spots in her vision. She had landed in a heap of snow. The wall she had hit looked like a pane of glass.

From between her sprawled legs, a metal beam shot out of the ground. She yelped, scrambling back.

Two more appeared behind her, so fast they could have scraped off her skin if she hadn't somersaulted forward at the last second. She launched herself to her feet. Her head almost hit the glass dome above her.

These weren't beams. They were buildings. She was trapped in a snowglobe. Beside her, the Avengers building burst forth. The Statue of Liberty was there, too, nearly buried in snow.

She heard herself laugh hoarsely. Maybe he was selling her. Watch Spider-Man slowly suffocate to death in a pretty little orb.

Am I going crazy?

"You made your choice," Beck bellowed. He sounded as if he was condemning her. "And all you had to do was step aside."

Two giant hands came out to the sides of the glass sphere she was trapped in. Green smoke began to fill the tiny space. Vaguely, she realized she was trapped inside Mysterio's helmet.

She was still laughing. Or was she screaming? She couldn't tell.

The smoke was choking her. The snow was burying her. Her arms and legs were moving, but she couldn't tell if she was fighting to get out or just trembling uncontrollably.

"And now you have-"

The unmistakable sound of a gunshot pierced the air.

Everything melted away.

Penny vaguely recognized that she was lying on her back. She had been thrust into a pool of light. It was blinding. She was still shaking.

Beck must have gotten bored and shot me, she thought blearily. I'm dead. I've died.

But if I'm dead, why does everything still hurt so much?

Then she heard the squeal of tires across pavement. Slowly, she turned her head to the side.

Beck was on his knees a few feet away from her, clutching a bloody wound in his side. He looked shell-shocked, his face pale and his lips bloodless. Next to him was a limping Fury, a smoking gun in his hands. He looked at Penny wearily.

More cars were pulling up. She heard sirens. S.H.I.E.L.D. agents began pouring out of vehicles, surrounding the area.

Penny closed her eyes, dropping her head back down to the pile of gravel she was in. It was sharp and lumpy, but for all she cared, she was laying on the softest bed known to man. She allowed herself the brief luxury of stillness for a few seconds.

It's over. I'm alive, Fury's alive, and it's over.

Then she was forcing herself back on her feet, her head pounding, her arms and legs still quivering in the aftermath. Trembling fingers checked to make sure her face was wiped clean of tears.

Beck already had five different deadly weapons trained on him. Despite his wound, he still rose his hands in a tired surrender.

Fury was hobbling towards her. She desperately needed to talk to him, but someone else was first in line.

She turned to the man who had just tortured her for… how long had it been? She couldn't tell. Her brain was mush.

"Beck."

Her voice was barely above a whisper, but still he turned to look at her. Bitter defeat lined every inch of his face.

"Was it all fake?" She fought to keep the tremor out of her voice. "Did you hurt Flash?"

And even though she already knew the truth, her knees nearly gave out when he gave her the smallest shake of his head.

She let out a heavy sigh of relief, her arms wrapping around herself and squeezing tightly. He's okay. He's okay.

Fury had joined her by this point. Glancing at his chest, she had the suspicion that a bullet-proof vest had been the only thing keeping him alive. He seemed battered and bruised, but not in critical condition.

No thanks to her. She tried to tell him that the drone that shot him wasn't real when it clearly was. Her heart sank to her feet.

"Beck's people are trying to find everyone who could expose him," Fury said levelly. "Who'd you tell?"

"Um… I don't..." She squeezed her eyes shut, pressing the palms of her heads against her temples to soothe some of the pain. Her head was pounding. She couldn't think straight. Who had she told again?

"I know you told someone," he said, his voice soothing. He held up his hands as if to placate her. "So just tell me. Who did you tell?"

The third red flag she missed. It didn't matter how traumatized or shaken Penny was- Fury was not one to "soothe."

But he flipped a switch so quickly she didn't have a chance to absorb this information.

"Who else did you tell?!" He was yelling now, the grating sound of her voice causing her to wince.

"Just Ned and MJ from my class," she spit out, recoiling from him. "And Flash- Eugene Thompson's his real name- knows, too. It's possible Ned mentioned something to his girlfriend, Betty. That's it."

Fury nodded. Then smiled. Then began to laugh.

All the hairs stood up on Penny's arms in a familiar sensation she was beginning to despise. Fury's laugh turned sinister, and she stumbled back a step.

"...What? What's going on?" Her heart rate, which had finally settled to something normal, had begun to pick up again, thudding dangerously against her chest.

Fury just shook his head at her, tears of mirth forming in his one exposed eye. The next four words sent shivers down her spine.

"You are so gullible."

Penny shook her head. No. No no no no no. It's over. It's over. Isn't it?

"What?" Her voice was no more than a croak. "Fury" laughed at her again.

"I mean, you're smart as a whip," he allowed, cocking his head at her. "Just a… sucker."

The last word wasn't in Fury's voice. He melted away, revealing Beck, smirking triumphantly down at her. He was flanked by two of his drones, their green targets pinned onto her chest, prepared to blast her at any moment.

This was the real one. She was sure of it. She was shaking all over, but she glared at him, hoping he felt every bit of hatred and malice she felt towards him.

He didn't even flinch. Just smiled harder. "And now all your friends have to die."

Her heart stopped.

"No." It was barely a whisper.

Then the nightmares returned.

Everything that he had thrown at her before was now converging on itself, forcing her to stumble backwards through the fullness of the personal hell he had concocted especially for her. She was at school, barely dodging lockers that threatened to slam into her. Debris was falling from the ceiling. Entire buildings shot up near her feet, causing her to trip up. Iron Man's corpse screamed at her. Flash was screaming. MJ was screaming. Ned was screaming. She was screaming. She couldn't stop screaming.

Despite all of this, Beck's voice cut through. "It's easy to fool people when they're already fooling themselves!"

Giant shards of glass stabbed into the ground around her. Look at yourself. Look how pathetic. Spiders crawled up her arms and legs, laughing at her. Her own reflection was laughing at her. They jumped out of the glass, pushing her, forcing her further back. Their fingers dug into her flesh.

"But for what it's worth Penny," Beck continued, "I really am sorry." He sounded genuinely remorseful.

The spiders were eating her. She was a skeleton in a red-and-blue suit. Her friends were already bloody corpses beneath her feet. She couldn't stop sobbing.

And then, for an instant, relief. She saw Beck in front of her. They were outside.

He smiled sadly at Penny.

And then the train slammed into her.