A/N: Okay, I'm taking some serious creative liberty here. We're going to veer off from the original storyline. Hope y'all enjoy the changes!

It was the worst pain she had ever experienced.

Penny knew it was a miracle she didn't instantly black out, although part of her wished she did. She couldn't even muster the will to cry out as she felt bones instantaneously snap, muscles tear, and skin bruise so deeply she was sure it'd turn a deep purple tomorrow.

That is, if she survived through today.

Her hands reflexively dug into the metal exterior of the train, clawing under its surface in a desperate attempt to keep herself from being dragged under the tracks. The muscles in her arms were violently shaking from exertion, but still she clung on for dear life.

The horrific images were still flashing through her mind, disorienting her. Her brain was tripping over itself to catch up.

Everyone was dead. Then I saw Beck in front of me. That felt real. And now I'm… on a train? I think I've been hit by a train. Holy shit. Is this real? I think this is real.

Penny vaguely remembered discussing European transportation in class leading up to their summer trip. The trains are high-speed, going up to 200 miles per hour, much faster than the typical American train. She could feel every bit of that speed now, the force and gravity working against her to push her down and below the vehicle.

One of her legs was dangling precariously close to the tires, just waiting to be snagged and to drag her under. She tried to lift it, but screamed out in pain at the attempt. The bones were shattered for sure, her left side having taken the brunt of the initial impact.

Gritting her teeth and trying to control her rapid, panicked breathing, Penny tried to heave herself up by her arms alone.

Her vision began to go fuzzy around the edges. Not good.

Her arms went slack again. Her eyes were stinging from tears, sweat, blood, or all three- she wasn't sure- so she squeezed them shut, resting her head against the cool metal of the train.

Penny was exhausted. She wanted to let go. It would be so, so much easier. But odds were that if she fell under the train she wouldn't be getting back up. Ever.

"Don't worry- I'll make it up to you when I get back. Deal?"

Her own words came drifting back to her. That's right… she made a promise.

And Penny Parker keeps her promises. Plus, if I die, that means Beck will kill the people I love. I can't let that happen. I won't let that happen.

Her right arm did most of the heavy lifting- she didn't even know what she had done to her left, it was definitely not alright- but slowly, surely, she was able to inch herself up without losing her balance and throwing herself off the fast-moving vehicle. She had to take breaks to ensure she didn't overwork herself and black out in the process, but after several minutes she had worked her hands up to the top ledge of the train, giving them a more secure grip. Her leg was no longer in danger of getting caught in the tracks, either.

Here, she allowed herself to partially rest. Her hands and arms were still screaming with pain, but her lower body fell limp. Her heartbeat was thudding so loud she could feel it pulsing in her ears.

Penny stayed there for a long, long while. Time didn't seem to exist to her anymore. All she knew was that she was too beat up to do much else than hang there, and that she needed to get as far away from Beck as possible for the time being.

He thinks he's killed me, she realized, her stomach twisting. Well, at least that's an advantage on my end. He's not exactly expecting Spider-Man to rise from the dead.

I need to figure out where I am. I've got to get back from my friends.

The dark tunnel she was traveling through didn't provide much context for where the hell she was going. So focused on keeping herself from passing out, she wasn't quite sure how long she had been traveling, either. A few hours maybe?

The tunnel provided good cover, but she couldn't stay here forever. She resolved to leap off once they hit the open air, and she could figure out what to do from there. She'd have to do it quickly, though.

For one, she didn't want anyone to see her. The story of the bloodied teenage girl hanging onto a speeding train would most definitely make several news channels and travel its way back to Beck, and then he'd come hunt her down and finish the job.

Which would mean more torture, probably.

Don't think about it.

Second, she needed to get off the train so she could get back to Prague ASAP and make sure her friends were alright. Beck wasn't one to not follow through on his threats. For all she knew, they were already dead.

Don't think about it.

Third, she didn't know how much longer she could resist the overwhelming pull to close her eyes and collapse into a coma-like sleep.

There were many benefits to a superhuman body, one of those being a rather quick healing process. Even in the few hours she'd spent trying not to wind up a mess of guts on the train tracks, she could feel some of her bones start to mend and her wounds begin to close up.

The problem was, 99 times out of 100 she was asleep for this part, avoiding the excruciating pain and discomfort this process brought on. There was only so much teeth grinding and quiet moans of agony she could handle before she drifted off into darkness.

Speaking of darkness…

She blinked rapidly as her eyes adjusted to the sudden surge of light. The train had left the tunnel, escaping into the open air. That was her cue.

Her arms were jelly, and her left leg was still useless, so with a silent prayer, she lifted her right leg and kicked off the train with as much force as she could muster.

It was barely enough. Her shoulder clipped the train as it sped by her, resulting in another sickening snap, but she managed to land off of the tracks, rolling down a hill until she was a pile of limbs in a grassy field.

I did it, she thought, smiling through the new pain that blossomed in her shoulder.

Her eyelids were so, so heavy. But she didn't dare close them for longer than a blink.

Every single muscle screamed as Penny shakily brought herself to her feet- well, more like a leaning standing position with all of her weight on one foot. Her mask had been flung off at some point during the train escapade, so there was nothing shielding her eyes from the light. Cupping one hand on her forehead, she squinted at the closest sign she could find.

Vítejte v Praha.

She felt like kicking herself, but knew that would be incredibly counterproductive in her current state. Of course the sign isn't in English. But that last word seems familiar. I've seen it before, at the hotel…

Her eyes widened. Praha. Prague. She was in Prague.

For the first time in what felt like ages, Penny cracked a genuine smile. Beck had accidentally sent her exactly where she needed to go. She had finally caught a break.

With her spirits lifted, Penny felt that, despite her injuries and exhaustion, she could make it back to the hotel before collapsing.

So now I have to figure out how to get myself there discreetly with two barely functioning limbs and one of the most intelligent AI systems ever created working against me. Piece of cake.

She did the only thing she could do. She started moving forward.

Flash hadn't slept all night. He doubted Ned and MJ did, either.

After Penny left and Ned contacted her aunt, the "Spidey Squad," as MJ dubbed them, had been discussing strategy late into the night.

Well, "strategy" was really Ned explaining to them all of the information that MJ and Flash hadn't heard yet since this was all so new to them- what tech Penny had, her connections, her more hidden special abilities, and so on. From that they hoped to piece together some semblance of a plan to help Penny take on Mysterio.

"What about the other Avengers?" MJ's leg was shaking, her third cup of coffee clenched tightly in her hands. "Where the hell are they? They're earth's protectors, right? This crazy guy will destroy Europe if he goes unchecked."

"According to Nick Fury," Ned answered grimly, "they're pretty much completely unavailable. Off the grid."

Flash scowled. "So has she been doing all of this on her own this whole time with no help from the Avengers?"

At this, Ned's expression wilted. "Well… it was mostly Iron Man who helped her out. He was always there for Penny, no matter what."

He flinched. Looked down at his hands. God. Poor Parker.

"I can't imagine how hard it was for her to lose him," MJ whispered, echoing Flash's thoughts.

Ned nodded sadly "Yeah. It… it wasn't good."

They sat in silence for a moment, processing. Then Flash perked up.

"She couldn't have just been talking to Tony Stark, right? What about Pepper Potts? Or one of his associates? Could we try to contact one of them?"

Ned seemed pensive. Then his face lit up. "Happy!"

MJ furrowed her brow. "I'm glad you're expressing your emotions, Ned, but you're going to give us more than that."

"No, Happy's the name of a Stark Industries guy, one of Tony Stark's closest friends! Penny talks to him all the time," Ned quickly explained, jumping up from his chair and grabbing Penny's phone. "She's got his number- obviously we can't call it from her cell since it's being tracked, but we could figure something out."

"We could use my burner phone," MJ suggested.

Ned froze, staring at her. Flash raised an eyebrow.

She squirmed in her seat. "What?"

"Why do you have a burner phone?" He was barely suppressing his smirk. We really are a perfect bunch of weirdos, aren't we?

MJ simply shrugged, unbothered. "I always keep a burner phone on me. Just in case."

They didn't respond. She sighed.

"Because of the American government? They're constantly tracking us. You never know when you need to talk to someone under the radar."

More blank stares.

"It's useful now, isn't it?" She rolled her eyes at them. "Honestly, you two. If you're going to be agents for an Avenger, it's time you learn how to be more covert."

"Fair enough," Flash agreed, glancing over at Ned. Ned just shook his head in disbelief.

So he called Happy on MJ's phone and vaguely alluded to the situation, not risking too many details. Once it was confirmed he was en route, Ned smashed the phone under his heel.

And that was that. They spent a few more hours brainstorming and couldn't think of any other practical steps to take, so they went to their respective rooms, all agreeing to be on the lookout in case Penny returned or if a news alert came out discussing either 'Night Monkey' or Mysterio.

Mostly, Flash just thought they all wanted to get away from each other so they could all drop the act and finally reveal how scared they were in the privacy of their own rooms. He tried to keep a brace face, but in reality, he was petrified. For Penny's life, for their lives, for his own…

Flash had been staring aimlessly at his ceiling for a good hour and a half, worrying himself sick, when he heard the tapping noise at his window.

He jumped up in his bed, swinging his gaze over to the glass. His heart was thudding in his chest.

Are these the killer drones Penny was talking about? Should I take cover?

But Flash didn't see anything out there. He squinted, leaning forward. He sighed.

Maybe it was just a branch-

Then he saw the red splotch in the corner.

In an instant, he had scrambled to his feet, sprinting over to the window.

Please be wrong, please don't be- oh, God.

His suspicions were confirmed. Dangling from his window sill was a maskless Penny Parker. Even with the glaze of the glass and the darkness outside, he could tell that she was in critical condition. Her hand had left a smear of blood where she tried to tap on the glass.

There was so much blood. Why was there so much blood?

Flash was shaking, his eyes wide and panicked, but he forced himself to keep it together. He yanked up on the window so roughly the wood cracked, reaching down to grab her by her elbows and haul her in.

His heart dropped when he realized she was letting him pull her in without any effort on her part, her limbs practically limp.

"Penny…" she was in his arms now. He sank to the floor, cradling her, trembling hands smoothing sweat dampened hair from her face. Her eyes were closed. "Penny… Penny!"

The damage was even worse in the light. Split lip and a bruised cheekbone, a nasty cut above her eye, blood and sweat smeared all over body, her leg sitting at an unnatural angle, her breaths deep and laborious.

She was supposed to be nearly indestructible. He held her a little tighter. She wasn't responding. Why wasn't she responding?

"Hang on, Pen. I'm going to call an ambulance." He reached into his pocket for his phone.

That got her attention. "Stop…" the word was hoarse and followed by a series of weak coughs, but she was speaking. He could have cried with relief. His hand changed course, gently coming to rest on her cheek.

"Penny… Penny what happened?"

She slowly blinked her eyes open, taking him in. Penny's pained expression softened as she surveyed him. One of her hands came to rest on his chest, feeling for his heartbeat. He placed his own hand over it, pressing it in closer. "I'm here. I'm here, Penny. You're safe."

"You 'n Ned… 'n MJ… okay? Mysterio hasn't…" Her expression darkened, her eyes widening in fear.

Flash quickly shook his head. "We're fine. But you're not. It's you we need to worry about right now, Penny. We need to get you medical attention immediately."

His words didn't seem to matter. Something had shifted in her expression. To his horror, she began slowly pulling herself away from him, the hand on his chest slipping away to cling to the edge of the window. She leaned towards it, glancing outside. It looked like she was preparing to escape. She was trembling.

Penny didn't just look terrified. She looked terrified of him.

"Penny-" his throat was tightening in panic. She was still partially cradled in his arms, but he didn't want to pull her back in case he scared her more. "Penny, you can't- if you go out there again- you're in no condition to-"

"Say… say something…" She swallowed, her chest heaving. Her eyes, still wide as a frightened doe's, began to fill with tears.

His heart twisted painfully in his chest. "Penny, please…"

"Say something… only… Flash would know."

His brow knotted in confusion. "What?"

The tears were beginning to fall. "Please-"

"Okay! Okay, it's okay, Parker. Give me a second." He squeezed his eyes shut, trying to sort through his muddled, panic-ridden thoughts. "Uhh… I know that our 6th grade classroom's pet hamster died and you were blamed for it, but really it was because I had tried to feed it almonds and they're poisonous to them. And I know you found out but you didn't rat me out." He opened his eyes, looking down at her. "How's that?"

A tear spilled out onto her cheek, but she was smiling now. The sight both calmed and confused him. "Perfect. Thank God. You're real." She slumped back into his arms, hand dropping from the windowsill.

Flash, for his part, had no idea what the hell was going on.

"Why wouldn't I be real? What did he do to you?"

"Doesn't matter." Her words were starting to sound slurred, her body resting more heavily against his. He shifted her in his arms, thumb stroking her cheek.

"No, Penny. You can't sleep yet." His voice came out choked. He didn't want to say it out loud, but he couldn't help but think that if she went to sleep she wasn't waking up. "You look like you've been run over by a bus and you say I can't call the hospital and you won't tell me-"

"A train."

That stopped him in his tracks. "...What?"

"It wasn't a bus," she said hazily, peering up at him with tired eyes. "It was a train. He thinks he's killed me."

"He-" Flash couldn't even bring himself to finish the sentence. Looking at this beautiful, broken, fearless, bloodied girl in his arms, he felt a surge of hatred more potent than he had ever experienced before. The feeling was so strong he felt his arms shake.

This disgusting human being had attempted to kill a teenage girl by running her over with a train. Not just any teenage girl, but Penny Parker. A hero. A good person. The girl he loved.

Mysterio would rot. Flash decided that then and there.

Penny blinked at him, her eyes regaining some clarity. Her forehead knotted. She gently squeezed his shoulder.

"Hey. It's okay. I'm healing."

Flash took a deep, shaky breath. "Yeah?"

"Mhmm. Give it… 24 hours, maybe? I'll be okay. Don't worry about me."

He chuckled softly. "Sorry, no can do, Parker. I'll always worry about you. Especially when you crawl into my window in the middle of the night covered in blood. Hard not to worry, you know?"

"I guess," she conceded, the ghost of a smirk on her face.

Ned had mentioned her regenerative abilities to he and MJ earlier that night. Of course, that was typically from cuts, burns, maybe a broken bone or two- Penny had just been smashed into by a speeding train. Slightly more severe than your average paper cut.

But she knew her body far better than he did. He trusted her when she said it would be okay.

And with the knowledge that she would be okay, he allowed his breathing to even out again. He smiled warmly at her, noting how perfectly she fit in his arms. "So no hospital? You're just going to lie in the hotel letting your bones fuse back together au natural?"

She nodded her head, her eyes closing. "Mmhm. No hospital. Beck would find me."

The thought made him shudder. She was right, of course. "But doesn't it… hurt?"

She cracked a small smile, eyes still closed. "Ha. It's excruciating. I'll fall into a coma like sleep …any minute now..." Her head was dipping down to her neck, resting against his shoulder.

His hand stroked her hair. "We need to get you medicine. For the pain."

"I don't feel it when… when I sleep."

He let out a sigh of relief. The thought of her in pain…

"Then go to sleep," he said emphatically. "Heal. You're safe, Pen. You can rest, now."

"We need to call… Happy…" Her speech had slowed down significantly. She was barely fighting off her exhaustion.

Flash rolled his eyes fondly. Would she ever put her needs first? This girl would be the death of him. "Ned called him. He's on the way. You just focus on getting better, okay?"

"...Okay," she breathed, settling into him. "Yeah. Okay." All signs of protest had evaporated from her body.

She stilled. Flash watched her chest rise and fall with each breath, the only thing indicating that she was alive.

If she didn't have her superhuman abilities, she'd be dead. Even with them, it looked like she barely made it out alive. And the way that she had looked at him with such fear in her eyes… Mysterio hadn't just attacked her physical form. He had launched warfare on her mind as well. He had no idea how, but he had.

He fought back the tears burning his eyes. She was so hurt. And this nightmare still wasn't over. She'd have to go back out there and fight him. How was he supposed to stand aside and let that happen?

Scooping a hand under her knees, Flash came to a stand, cradling her in his arms. Slowly, gently, he made his way over to the bed. The least he could do was make sure she was comfortable while she had a moment to rest. Everything else they could deal with in the morning.

They'd face it together. They'd figure out a plan.

He carefully laid her down on his bed. Before he could retract his arms to pull the blankets over her, one of her hands clung to his bicep, squeezing.

Flash startled. He had thought she was already asleep. "Penny? What is it?" Fear laced his tone.

"Will you… stay?" It was barely a whisper. Still, her words managed to lodge themselves deep into his heart.

She wanted him to stay.

She felt safe with him.

And he was helpless to her command.

Wordlessly, Flash slid up beside her. With one hand he pulled the covers over them both, and with the other he pulled her close. Her arms circled around his waist, her head landing on his chest.

"Of course, Penny," he whispered into her hair. "I'll stay here with you."

But by then, she was already deep into a dreamless sleep.