Prompt: Tony, May, and Pepper run into the living room when they hear a crash only to find Penny and Ned wrestling.

May sat across from Pepper Potts, the two of them with glasses of wine and lobster…actual lobster, in its shell, with tiny fancy lobster forks that May would have to watch Pepper use before she would figure them out. It wasn't like she'd never been to a fancy restaurant before. In fact, for their first anniversary, Ben had taken her to a steakhouse that had had a dress code. But this wasn't a fancy restaurant. From the glimpse she'd caught of Tony, he was in a t-shirt and jeans, a smudge of grease on the t-shirt, and Pepper was in shorts and flip-flops that she'd kicked off before joining May at the table. Pepper Potts, with bare feet and unpainted toes, sat across from May at their kitchen table at the Avengers tower where she, Penny, and Ned had been invited to have dinner.

May had found out about Penny being Spidergirl about a week ago…and she had been upset, to say the least. Walking into her niece's bedroom to find the girl dressed in a red spandex onesie worn by a person that swung around the city fighting crime and risking their life was…troubling. Frightening. Terrifying. So, yes, she had yelled.

"Take it off." She had snapped, hands in tight fists at her side, and Penny had hurried to do as she'd asked, ripping the mask off.

"May! I can explain!"

"Take it off. Now!" Penny had slapped the spider emblem on her chest, the suit deflating around her, and, shaking, May had pointed at the closet. "Get dressed. Then meet me in in the living room."

It had been a long night. Penny had started crying almost immediately, but May had been too furious to cry. It had taken almost an hour, but she'd finally gotten Penny to admit to getting the suit from Tony Stark. "But I was doing this before he ever knew about it! It wasn't his fault! He built it to keep me safe and he checks up on me and he lets me help in his lab…"

"Call him."

"No…May, please! Please don't! You can't yell at him!"

"Call him right now." Penny had clamped a hand over her mouth, trying to stop the crying, and May had wondered if she'd ever felt less equipped to raise a teenage girl. She'd been expecting crushes and crying over grades and wanting to be popular and college drama when the girl had entered high school. Not this. Never anything like this. "Tell him I want to talk to him."

Pulling out her phone, Penny had hit one of the speed dial numbers and held to it her cheek with shaking hands. The phone had only rung a couple of times, and May had wondered if the billionaire really had time to answer phone calls from a teenager when it had stopped ringing. There had been a pause, and then Penny had sniffed, obviously trying hard to keep her voice level. "Hey, Mr. Stark." Another pause. "No…I'm…I'm fine." Silence for a second, and Penny had held the phone away from her face, clamping a hand over her face, and then May had reached out, plucking the phone from her niece's hands.

"Kid, talk to me. What's going on?" Tony had been saying.

"Mr. Stark, this is May Parker." Silence.

"Hello, Mrs. Parker. Is Penny alright?"

"No, Mr. Stark, she is not! Do you know why?" She had gone on, not giving him a chance to speak up again. "Because I came home from work and found my niece wearing a onesie!"

"It's not a onesie!" Penny had cried, and May had shot her a furious look.

"Mrs. Parker, I can explain…"

"I don't want to hear it! How dare you! How dare you give my fifteen-year-old niece a spandex suit so that she can run around fighting crime!"

"May, it isn't spandex…"

"No. Don't even…" She had taken a deep breath, rubbing a hand down her face. "I'll send the suit back through the mail, Tony. She's done with the internship." And with that, she had hung up on him, ignoring her sobbing niece. But when it had come time to mail the suit back, Penny had refused to hand it over, tears still dripping down her cheeks.

"No. You can't. You have to listen!"

Sitting across from Tony and Pepper, she was glad she had.

Ned and Penny had been working with Tony all afternoon in his lab for some kind of science project, and when May had arrived to pick them up, Pepper had invited her up. After a long phone call between her and Tony, May had tentatively agreed to let Penny continue her internship with Stark Industries, mostly because Penny had begged. But she'd refused to let her fifteen-year-old niece go back to fighting crime in Queens. She didn't care what kind of powers the girl had or how strong she was…she didn't trust Tony to look after her. Didn't trust Tony Stark's interest in one of his interns, no matter how much Penny liked him. She knew about Tony Stark. Knew the stories about the women and the booze and the parties…and yes, he was a superhero now, but this was Penny. The girl who was practically her daughter. She wasn't about to risk that.

"Are they still in the lab?" May asked. She'd caught a glimpse of Tony when he'd walked by, pulling out a bottle of wine and promising he'd be right back.

"Penny and Ned are in the living room. Tony is just finishing up some things downstairs." May nodded, taking a sip of her wine. There were five plates, one for every one of them May would have guessed. Penny hadn't mentioned staying for dinner, so May had to assume that Tony was going to try and get her to come around on the whole 'Spidergirl' thing.

"Ned!" May frowned when she heard a thump, then a soft crash, and she and Pepper jumped to their feet, the two of them hurrying through the door to the living room where they both paused in the doorway. May felt a smile tugging at her lips and beside her, Pepper put a hand over her mouth, chuckling. "Ned, stop!" Penny cried, but she was giggling. The two were sat on the couch, a machine of some kind on the coffee table along with a trifold board. Something was on the floor…a metal…something. May had no idea, but neither Ned nor Penny seemed to notice them.

Ned had a hold of one of Tony's throw pillows and was beating Penny with it while she squealed and giggled. She flailed her arms, finally managing to grab one from his hand and hit him right back. He was knocked back when she whacked him across the face. "You're the one that dropped it!" He cried.

"Did not!" She squeaked, smacking him again with the pillow as she knelt over him. "You pushed me into it!"

Ned reached out then, running his fingers over Penny's side, and she screamed…a high pitched, hysterical sound as her body went limp, head shaking back and forth as tears started to pour down her face. "No! Ned! Stop, Ned!"

"Admit it! Admit you broke it!"

"No! Never!" Pepper shook beside her, hand clamped over her mouth as she laughed, and May felt something in her chest loosen. That was how Penny was supposed to act…like a fifteen-year-old girl. Not a superhero. Not…not Spidergirl. Just a child. She was just a child. May's child. And May hadn't even wanted kids but she loved Penny so much and she'd raised that girl. She was all May had left.

May glanced up and was surprised to find Tony standing in the opposite doorway, arms crossed, and an expression that May was intimately familiar with on his face…one that she'd never imagined she would find on Tony's Stark's face. He was smiling, eyes so soft and kind and so, so happy. He shook his head, chuckling a little as he leaned against the doorway. For just a second, he was Ben. Ben who had swung Penny over his head and danced her around the kitchen, her feet on his, and who had watched Star Wars with her a thousand times, arm around her shoulders, a blanket covering them both, lips pressing against her forehead while she slept. Who had driven her to her first day of high school when she'd been so nervous and who'd gone to all of her Academic Decathlon meets and Robotics club competitions and Marching Band recitals.

Penny shoved Ned off finally, squirming away and rolling off the sofa, then Ned had her in a headlock. "Admit it!" He cried, both laughing too hard to speak properly.

"Let me go! I'll sick Iron Man on you!" Tony covered his mouth, shaking his hand and chuckling, and then Ned screamed, high pitched and disgusted as Penny licked his hand.

"Gross!" He called, and she jumped to her feet, grabbing him by the shirt and then, arms around him, she lifted him over her head, making May's jaw drop.

"So which one of you broke it?" Tony asked, and both teens turned toward him, wide-eyed. He lifted an eyebrow, and Ned squirmed in Penny's hold. It didn't make sense that she should be that strong. That she should be able to hold him like that. But she didn't waver, not for a second. Instead, she knelt a little, letting her friend down then pushing him over onto the couch when he went to elbow her.

"Sorry, Mr. Stark." She murmured, and he chuckled, moving over to her side and patting her shoulder.

"Don't worry, kid. We can fix it after dinner. You two ready to eat? We're having lobster. Plus, I thought I'd ask your aunt to join us." Penny looked up in surprise when he jerked his chin toward May and Pepper, and May smiled a little at the picture. Tony had his hand on her shoulder. Comforting. Gentle. Just like Ben would hold her to his side and touch her cheek and kiss her forehead. "You two go get cleaned up." He ordered, and Pepper and May headed back to the kitchen, taking their seats while Tony went to throw on a clean shirt, promising to be right back.

May stared down at her plate, then glanced up at Pepper. "He loves her." She whispered, and Pepper smiled, nodded.

"He really does. I don't think he ever wanted children until he met her." May hesitated, but Pepper went on. "He'd do anything to protect her."

"She's fifteen," May whispered.

"She's not like other fifteen-year-olds. Her DNA is different…do you know what she told Tony when he asked why she does it?" May shook her head, staring down at the table. "She said that if she could stop bad things from happening, but she didnt…when the bad things happened, they would happen because of her."

May closed her eyes, putting a hand over her mouth. "Ben." She whispered.

"What?"

"She blames herself for Ben. He was mugged…killed months ago. He was out looking for Penny after they got into a fight and…she blames herself for that." May swore under her breath. "That's why she does it? That's why she runs around after school, fighting crime and risking her life?"

"She does it because she wants to help people. She does it because you raised her to be a wonderful person who, when she found out she had the power to do good, she did it. Without hesitating. She's good, May. So good. And she saves lives." May took a deep breath, wiping her suddenly wet eyes. "She's going to be an Avenger one day. Tony is training her…making sure she's safe. Her suit has a tracker and an AI just like Tony's and it's programmed to alert Tony any time she's hurt. He never turns those alerts off…never. He has left more business meetings, conference calls, and date nights than you would believe. Penny is like his daughter." Pepper reached out, touching May's hand, and she found herself squeezing the lifeline.

"She's all I have."

"I know. No one wants the people they love to be superheroes. But Penny…she's going to be one of the best. And having Tony train her and looking out for her is only going to make her safer." May nodded, managing to wipe her eyes just as the man in question stepped into the room, wearing a new shirt and frowning at May and Pepper.

"Everything alright?" He asked. May nodded, wiping quickly at her eyes and forcing a smile.

"Yeah, everything's fine." She sniffed, and he took a seat beside Pepper. May was saved from any more questions by Penny and Ned who chose that moment to come bounding into the room, as comfortable in Tony Stark's kitchen as in their own. He'd had them over before…he'd let them come over and work in his lab and…and he loved her.

Penny passed a plate of biscuits over to May and May let her fingers brush against her niece's, giving her a soft smile. Penny, her little girl. Her sweet, good…super strong and incredibly talented and brave girl. How could May take this away? How could she rob this girl of this kind of opportunity? Her girl was a superhero. She loved people and she wanted to help them and she had Iron Man backing her up.

He was looking out for her. He was training her. He was keeping her safe.

And how could May say no to that?

Thank you for reading!