"So, he's a nice guy, is he?"

Pepper walks Lee up to her room, a hand tentatively stationed behind the girl as she stammers up the stairs, a pang of fear tingling in her bones as she has images of the blood loss pulling the younger girl into a fit of dizziness that sends her tumbling down the stairs. But Pepper never has to stabilize the younger woman, nor does she have to rush her to the hospital after a nasty fall down the stairs. Instead, they make it up to Lee's room with no incident, and Pepper finds an easy seat in the chair at Lee's desk as Tony's daughter makes herself comfortable on her bed, pulling a pillow to her chest like a shield. Lee shrugs at the older woman's question.

"I guess so. No offense, but I didn't really think you guys knew what you were doing with this whole damsel in distress thing. But... he brought me back to his house and cleaned me up."

She motions to the cut on her neck with a brush of her fingers. It doesn't hurt any longer; the wound clotted up nicely. Peter knows his way around a knife wound.

"It was nice," Lee finally finishes, her voice distant and odd.

Of course, there isn't much that she knows about men. She was raised, if you could call her mother's on-again-off-again parenting "raising", by a woman, never dated, and spent most of her time alone in a lab, tinkering away to win the approval and attention of a father she never thought she would actually meet. Her experience with men is limited, but it's hard to look at Peter Parker and see anything but simply nice. Pepper's smile is knowing, her eyes glowing as she watches a Tony-like look settle onto Lee's features. It's focused and sharp, undeniably calm, but lost all the same. Unsure of what is so clearly right before her eyes. Pepper stands and pats the younger woman on the knee before heading for the door.

"I'm sure it was. Now, get some rest. You have school in the morning," she reminds the younger girl.

Lee rolls her eyes with a groan. Her briefing explained all of this. Tomorrow, she'll pose as a mid-year transfer into Midtown Science High, and, much to her pretend surprise, find that Peter also attends school there. Lee can think of a million plans that seem less obviously contrived than this one, but she does not question her new overlords. After all, they're the ones with the government funding. Not her. Instead, she flops back on the pillows behind her, reveling in the feeling of their light density. Pepper tuts and opens the door, almost ready to leave.

"Oh, don't look so glum. Doctor Banner wants to have breakfast with you in the morning, to wish you luck."

Lee bites her tongue. She wants to ask if her father will be joining them, but she knows it's a stupid question. Of course he won't be. So, she resigns herself to take what she can get. At least Doctor Banner understands her. At least he'll cheer her on, even if Tony won't.

"Alright. Good night, Pepper."

Pepper never thought she'd make a good mother. With a multi-billion dollar company to run and Tony to look after, there never felt like a good time or a good way to have a child. Pregnancy aside, how could she raise a child with all that happens in her life? She never thought she'd look at a child the way she looks at Lee now. But she smiles and watches the still fully-dressed girl cuddle deeper and deeper into the bedspread Pepper chose herself, thinking all the while that maybe she's found a way to be a mother after all. She goes to close the door and return to her husband, but before she does, she makes sure to say, "Good night."


"I've been looking at the map of the school-"

Bruce woke Lee up three hours before school is due to start, and Lee still isn't sure that she'll make it there on time. They are sitting at a table together, windows wide open and facing the story-book city, with mountains and mountains of papers and textbooks and photo-identifications and bagels scattered everywhere. He's only now, two hours into their sojourn, just pulling out a map of the ground plan of Midtown Science High. With glassed pulled over his nose and sleeves rolled up, any passerby might mistake them for working on some massive Avengers-size project. But if they would listen closely, they might hear him say something like:

"I've marked all of your classrooms in color order with stars. You'll find the key on page two of your packet." Bruce continues.

Lee flips to page two of the folder he gave her when she sat down. Sure enough.

First Period- Red Star

Second Period- Blue Star

Third Period- Green Star

And on and on it goes.

"Bruce, I could have figured out how to navigate a classroom by myself, you know," she says.

But he isn't listening. Instead, he's moved on to page 16 in her packet, another ground plan of the school (officially titled GP 14-869a-bt549), which details the best possibly escape routes from any place on campus, should anything go wrong on this mission of hers.

"I'm trying to get him to date me, Doctor Banner, not burn down the school," she cuts in again.

Bruce looks at her with a deadpan expression, sliding his glasses from his nose to ensure that he can stare at her straight in the eyes. His voice is joking, but convincingly honest at the same time.

"You don't think a boy like Peter Parker would burn down a building for a girl like you?" Bruce questions.

Lee rolls her eyes, checking her watch with an impatient air.

"I think we're done here, Doctor," she tuts.

She pushes away from the table and grabs her backpack from its place of rest on the arm of her chair, and manages to get as far as halfway across the room when Bruce catches up with her, extending the ninety-eight page document bound in a black S.H.I.E.L.D undercover folder to her. Damn. She almost stomps her foot in frustration. She was hoping he wouldn't notice that she had left it.

"Have a good day at school, Lee," he offers, reassuringly.

Accepting the folder into her arms, she tucks it into the deepest corner of her bag before beginning to depart the room. The door swings behind her, but she still hears Bruce call behind her.

"I put some money in your bag for lunch!"

Lee would never admit it to anyone, not anybody as long as she will live, but she makes her walk to school that day with a hidden smile, hearing the coins and bills that Bruce Banner scrounged together clink and jingle together, wondering all the way if this is what it feels like to have someone care about you.


Just as she expected, the bell for first period has long since rung by the time she arrives at school. No car, no metro card, not enough cash for a cab, and forty blocks later, she huffs and puffs her way up the last few steps and into the front office. There's a sheen of sweat on her face and the makeup she carefully applied to cover the new scar on her neck slicked off about eighteen blocks ago, but everyone at Midtown walks, so S.H.I.E.L.D felt it was most appropriate that she does too. She looks like a wreck. Unsurprisingly, the secretary in the principal's office raises a suspicious eyebrow as Lee extends to her the new identification given to her by S.H.I.E.L.D., with a social security number and birth certificate that will keep her from being linked to the early High School graduate, M.I.T. accepted Lee McCarthy who is slowly, but surely, being erased from databases all around the world by S.H.I.E.L.D. The new ID is a precaution, but it's one that Nick Fury is willing to take.

"I understand that you're already registered for classes, Ms. McCarthy, but unfortunately, I'm unable to allow you on campus without a parent to check you in on the first day."

See, that would be a problem. Tony can't very well roll into Midtown Science High and sign his daughter into classes. For many reasons. First being that he wouldn't. He just wouldn't agree to helping his daughter unless there were something in it for him. Second being that it would essentially blow the entire cover that Lee and S.H.I.E.L.D. have been building. Lee smiles sheepishly.

"I know. I was wondering if you'd be willing to make a tiny exception-" She begs.

"We don't make exceptions," the secretary snaps.

Lee is insistent, reaching into her backpack for the tan folder Bruce gave her, the one he slid just underneath the black intel folder. It has all of her paperwork, all of her documentation. At least, that's what he told her it was. She hands it over, placing it on the woman's desk with an impassioned plea.

"I think if you just look-"

The woman allows a heavy sigh to pour from her lips before flopping the folder open. Lee knows that she is set against her; she can see it in the older woman's eyes. But then... A miracle. Or a well-thought out strategy by someone inside the offices of Stark tower. Either way, when the woman opens the paperwork, she finds everything she needs to ensure Lee McCarthy enjoys a happy and welcome stay at Midtown Science High. And, just to sweeten the deal, three crisp American greenbacks bearing the image of Benjamin Franklin. No one told Lee about this. No one told her that bribery was involved. Her heart stutters as she waits for the woman to make a decision.

"I think we've got everything we need, Ms. McCarthy. I trust you already have your schedule?" The secretary says, suddenly all smiles and placating airs.

No one told Lee that bribery would be involved, but the relief that she feels in this moment makes her rather alright with being left out of the loop. She scoops her folders and books off of the check-in desk, folding them into her chest tightly. Her fingers are still shaking; she just bribed someone. The rush is positively thrilling.

"Yes, m'am. Thank you so much," she says.

She shuffles out of the room faster than she has ever done so before. The mission continues.


Peter is sitting in his first period class, the weight of a bad decision pulling him deeper and deeper into fits of non-concentration. He can't focus on anything but the thought of that girl getting into a taxi that would take her into a city that swallows people whole everyday. There was something about her that kept him entranced, something about her that forced him to ask her back to his house, to tend her wounds, to want to be near her. The feeling is ridiculous and his logical mind attempts to think its way out of the problem that he's created for himself, but his logical mind cannot find a steady enough exit from this maze. Instead, he thinks of any clues, any clues at all, that might lead him to her, while his teacher drones on about the state of political affairs in Napoleonic War era Russia, but he doesn't have much to go on. And with life the way it is, between school and being Spider-man, there isn't much time for him to go out and seek her. The future for him and the mystery girl looks pretty bleak.

But then, a tentative knock on the door of the classroom.

"Must be the new girl," the teacher mutters, putting down her chalk and dusting the white powder onto her skirt before breezing to the door.

Peter is so wrapped up in his thoughts and his frantic doodles in his notebook that he hardly notices the commotion at the front of the room. The door swings open and a figure appears; he sees it from the peripheral of his vision, but pays no attention. He's sketching out the alley where he saw her last night in the bottom corner of the page where he should be taking notes. A few words and "sorry"s are exchanged between new pupil and student, but, again, Peter pays no mind. A body shuffles toward the desk beside to his own, his fortress of solitude in the back of the room.

"Peter. Peter. Peter!"

He snaps to life, his spell broken as his teacher looks down on him with a condescending gaze.

"Wha-what?" He stammers.

She folds her arms and raises an eyebrow.

"Would you mind taking a break from your daydreaming to move your backpack so Ms. McCarthy can take a seat?" The teacher asks.

"Sorry. I was just caught up in thinking about Russia," he says, with a smirk and a joke that doesn't endear her to him in the slightest.

She merely purses her lips and turns back to the blackboard, continuing her lecture as Peter finally hears what she just said. Ms. McCarthy. McCarthy.

He looks up and shock draws his features down. Mouth agape, eyes wide, he looks up at the girl he spent last night dreaming about. Lee McCarthy. The bloody line of broken skin is now a scar across her neck, but other than that, she looks just about the same. She smiles down at him.

"Aren't you gonna ask me to sit down?" She whispers.

"Sure. Sure," he repeats, pushing his backpack to the floor, unceremoniously loud.

His teacher shoots him a look. He musters up something vaguely repentant before Lee seats herself beside him. She opens up a notebook and writes her heading, as if he weren't there. Her silence is stifling him, excitement builds up in him like fizz in a bottle of Coke before it explodes.

"I thought I'd lost you last night," He finally whispers.

He can't help himself. It just comes out before he can stop it, the sincere fear that he almost lost this veritable stranger to the world comes pouring out of him.

"What?" She responds, stuck in that tiny whisper that speaks her terror at being caught talking during a teacher's lecture.

He shakes his head as if to shake off the embarrassment he is feeling, if not also to conceal the pink tint of his cheeks.

"I thought you were gonna slink into the shadows like some film noir character," he mutters.

Lee gives him her eyes, turning away from the Napoleonic War and Tolstoy and the headache inducing sound of chalk on a blackboard.

"Oh, no. I couldn't do that to you."

She smiles. He smiles right back. Then, she shrugs, before giving him a wink and takes a chance by attempting to flirt.

"Besides, I don't have the lips for film noir."

It's a line that even her father would have been proud of.


Thank you guys for waiting so long for this chapter! School has been a nightmare! Please, please, please review! I'd love to hear what you all think!