Peter walked into his apartment, not noticing the man who sat on his sofa with his aunt or the girl that leant against the wall, twirling a pencil through her fingers.

"Hey, May"

"Mm! Hey! How was school today?"

"It's ok, there's this crazy car parked outside-"

He looked up, voice trailing off as he finally took notice of the two strangers in his living room. He met the eyes of the girl, who seemed to be the same age as him, before looking back at the man who could be no one else but Tony Stark.

"Oh, Mr Parker"

The girl rolled her eyes, flipping the pencil up in the air before catching it and tucking it behind her ear as she pushed herself off the wall, moving closer to Peter. His eyes flicked to her as she chose a different wall to lean on but his attention was returned back to Tony Stark before he could even register her amused smile.

"Um.. wha- what are you doin- ? Hey. I'm, um, I'm- I'm Peter"

"Tony"

"What are you- what are you-. What are you doing here?"

The girl pushed herself off the wall again, finally speaking as she leant against the sofa next to Tony. This gave Peter a chance to try and guess who she was. She had very long, black hair, almost down to her waist with doe shaped, brown eyes. Her face was slender and her nose was upturned slightly. She wore Mum Jean's and a baggy Stark Industries hoody as well a pair of large black glasses. She was the most beautiful girl he had ever seen.

"It's about time we met. You've been getting my emails, right?"

The girl raised her eyebrows and Tony winked discreetly while May looked at him in shock, obviously wondering why she hadn't been informed about these emails.

"Ye- Yea. Regarding the-..?"

"The September Foundation, Peter. You applied? We approved so know we're in business"

The girl, who still hadn't introduced herself, smiled down at Tony, one which he returned. A secretive smile, one that said something only they could understand. Tony must have saw Peter staring questioningly at the girl because he cleared his throat suddenly.

"Oh, how rude of me. Peter, meet my daughter, Penelope-"

"But everyone just calls me Penny"

Peter titled his head in surprise. He didn't know that Mr. Stark had a daughter. Surely he would have seen her in the news by now. I mean, she was the daughter of one of the most famous superheroes in the world.

"Peter, you didn't tell me anything about this - what's up with that? You keeping secrets from me now?"

"Well, I just know how much you love surprises so I thought I would let you know when i..- Anyway, what did I apply for?"

"That's what we're here to hash out"

"Ok, hash- hash it out. Ok?"

"You know, it's so hard to believe that she's someones Aunt.."

Penny rolled her eyes, meeting Peter's as she did, smiling at him. Peter blushed slightly, his arms slipping as he tried to cross them, causing to blush even more. Her smile widened and she tactfully looked away.

"-date loaf is exceptional"

"Let me just stop you there. Is this grant got money involved or whatever.. no?"

Penny nodded her head as Mr. Stark verbally confirmed Peter's question.

"Can we have 5 minutes with him?"

"Yeah, sure!"

Penny smiled and walked over to stand by Peter, rocking on the heels of her trainers slightly as she smiled at him. He smiled back, tugging at his sleeve. Once Tony had joined them, he led them to his bedroom. Tony closed the door behind them before going over to the bin and spitting out his mouthful of walnut date loaf.

"Dad!"

"Hey, as walnut date loaves go, that wasn't bad. Oh, what do we have here? Retro tech, huh? Thrift store? Salvation Army?"

"Uh, the garbage actually-"

"You're a dumpster diver?"

Penny frowned at her dad as she sat down on the desk chair, watching Peter as he tried to explain how he didn't actually apply for the grant, only to be interrupted by her dad. He must have felt her gaze because he seemed to be watching her from his peripheral vision, his cheeks reddening slightly.

"That's you, right? Because Penny, here, found this on youtube and when it was brought to my attention, I just had to-"

"Um, no. What do you- what do you mean?"

Penny looked away as her dad continued to speak and Peter continued to deny, her eyes drawn to the ceiling, spotting the latch that opened into the attic.. She smiled as Peter started to tried to find some excuse, grabbing the stick that learnt against the bed and handing it over to her dad who used it to push open the flap, causing a red outfit to fall out.

"Oh, what have we here?"

Peter almost flew across the room, causing Penny to let out a small stream of curse words as he almost knocked her off the chair, gathering the clothes into his arms and chucking them into his wardrobe. He turned and tried to pose casually.

"Uh, sorry Penny"

She glared at him, pulling herself up slightly and brushing imaginary dust off of her lap. Tony smirked, looking at Peter in amusement.

"She is not someone you need on your bad side.. So, you're the Spider-ling? Crime-fighting spider?"

"Spider-Boy?"

Peter huffed, crossing his arms awkwardly as he looked over at Penny, who was smiling at him again.

"Sp- Spiderman."

"Not in that onesie, you're not. Do you reckon you can deal with that aspect, Pen?"

Penny nodded, standing up and walking over to the wardrobe as Peter moved to the opposite side of the room. She grabbed the suit, giving it a quick look over, memorizing it. Nodding, she handed it over to her dad before going to sit on the bed, smiling at Peter - who was obviously stressed out.

"Don't worry, Peter. We won't tell anyone - will we, Dad?"

"Not even his unusually attractive aunt?"

"No! If she knew, she would freak out. And when she freaks out, I freak out"

Penny zoned out of the convention, already knowing how most of it would go, as she looked around the room. She was tempted to just collapse onto the bed, she knew her Dad wouldn't mind and Peter would probably be to embarrassed to be mad, but she knew Pepper would be disappointed in her lack of manners.

"Lordy! Can you even see in these? Ahh! I'm blind!"

Penny snorted, bursting into laughter as Peter grabbed the suit, insisting that he could see through them. Her dad winked at her, his face amused as Peter explained how the goggles help him focus.

"You're in dire need of an upgrade. Don't worry, Penny's already working on it."

Penny nodded her head, her attention having already been taken away by Peter's school notes, which she had taken out of his bag. She hadn't asked if she could but better ask for forgiveness than permission, as she always said. It was a solid quote but it hadn't gotten her into trouble in more than one occasion, mostly with Pepper.

"-and then the bad things happen. They happen because of you"

Penny looked up from the notes just as Peter looked up at her and she smiled. Not like the other smiles that she had given him that day, this smile was softer - more understanding.

"I'm gonna sit here, so you stop making eyes at my daughter and move the leg"

Penny sighed, rolling her eyes as she fully turned around in the chair, watching as Peter flushed and moved his leg, allowing Tony to sit down.

"You got a passport?"

"Uh, no. No, I dont even have a driver's license"

"You ever been to Germany"

"Uh.. no"

"Oh, you'll love it!"

"I can't go to Germany!"

Penny sat up straighter in her chair looking over at the set face of Peter. She frowned.

"Why not?"

"I got homework.."

She face palmed, snorting when her dad simply ignored what was said, getting up, ignoring Peter's protests. He reached out for the doorknob, mentioning something about 'Aunt Hottie' when Peter fired something at his hand, sticking it in place on the doorknob. Her eyebrows raised when she saw something that looked extremely similar to spiderwebs.

"Where did you get that? Thats amazing! Is that coming... out of you?"

"Uh, no. No, I made it. It's quite simple actually, you just add-"

"Can we talk about this later? Get me out of this."

Penny smirked, shooting a precise beam of light that cut through the spider web - a weapon of her on invention. She hadn't ever thought she'd be using it to cut through spiderwebs but it was useful none the less.

"Right, ok. Ready to go, Pen?"

"Yeah. See you soon, Peter"

"Oh, yeah - yeah, see you!"

Penny smiled at him before closing the door behind her. Peter flopped onto his bed, a big breath forcing it's way out of his chest.

That was interesting.