A/N: Welcome to chapter two of Spider-Girl. Now that we've gotten Penny's origin story out of the way and learned as to how she got her powers, we can commence with the story that takes place after she got her amazing abilities. I also wanna say that TexasBornMind76, I hope you're enjoying this story so far. Now, without further ado, enjoy!

Normal P.O.V

(Start playing 'Wham Bam' by Clooney as you read this next part of the story)

Penny has just gotten up and prepared her outfit for the day. She was particularly excited about it because last year they made a petition to ditch the uniforms and allow students to wear whatever they wanted. It got enough signatures and the school board actually passed the idea to allow free dress instead of the uniforms.

"Not bad, Penny. Not bad at all" Penny said looking in the mirror. She was wearing black skinny jeans with hot pink Nikes on her feet and she was wearing a long sleeved gray v-neck shirt, as well as black finger-less gloves. A few seconds in after admiring her outfit, a knock came from the other side of the door.

"Penny, you ready?" it was her mother. She picked up her backpack and placed her books inside it before placing one strap over her shoulder.

"Oh yeah, I'm so ready" Penny said aloud. Before she walked out the door, she remembered something.

"Oops, almost forgot" she said before running to her white wardrobe and opened the doors to reveal her Spider-Girl suit. She folded the suit nicely after taking it off it's hangar and placed it in the front pouch of her backpack.

"Alright, now I'm ready!" Penny called out before running out her bedroom door. She saw her parents' new white Prius was already running and right in front of the house.

"Hey Penny, excited?" asked Paul as he watched his daughter get into the back seat of the car.

"A little. But let's be honest, who ever really is excited for the first day of school?" Penny said, receiving a laugh from both her mother and father.

"You got everything? Books, pencils, paper?" Penny asked.

"Yep, everything's all in there" Penny said patting her backpack which sat right next to her by her seat.

"You even got your 'spare outfit'?" Paul asked with a wink.

"Yes sir. I never leave the house without it. Never know when robberies or car chases will happen and you just can't wait until recess to take care of it" Penny responded with her hands behind her head in a laid back manner.

"That's my girl" Paul said. They all remained silent during the seven minute drive from home to 'Susan B. Anthony Elementary School'. Once the Prius pulled all the way up to the sidewalk in front of the school, Penny grabbed her bag, undid her seat-belt and opened the door.

"Have a good first day honey" Patty said.

"Kick butt and take names" Paul added.

"Thanks mom, thanks dad. You guys have a good day too" Penny replied before shutting the door behind her and walked up to the school, where Hayden was waiting for her by the front steps. Several other students were saying 'Hey Penny' or just a simple 'Hello' to Penny as they passed by her, to which she replied a lone 'Yes' or a wave to them.

"Hey Penny, what's up?" Hayden asked.

"Not much, I like what you chose to wear for your first day of 'No-more uniforms' year" Penny told him. Hayden's outfit was just a pair of dark blue American Eagle jeans, black low top Adidas shoes, and a t-shirt for his favorite band 'Starset'.

"Thanks, yours looks nice too. Your look just screams out, 'I'm a Rockstar' to the whole world" Hayden told her.

"Thanks, you still coming to band practice in my garage tonight?" Penny asked. Hayden pulled out a pair of drumsticks from the side pocket of his book bag and showed them to her.

"Wouldn't miss it for the world" Hayden said before losing his smile and replacing it with a wierded out look on his face.

"What in the heck is going on there?" Hayden asked, causing Penny to turn her head around as well to see what Hayden was looking at.

(You can stop playing the song now)

It was a boy that looked about both Penny and Hayden's age, with auburn hair, black circular rimmed glasses, pasty white skin, and amber eyes. He stood out like a sore thumb, some of the other students were staring at him, mostly because he was new and he was wearing the school's old uniform. A short sleeved white button-up shirt underneath a navy blue vest with the school's seal on it, black shorts, and black dress shoes.

"I know I've seen that kid somewhere before" Penny said aloud.

"Sherman Peabody I think is his name. He's the son of world famous dog scientist and inventor, Hector Peabody" Hayden pointed out.

"I heard of him, I thought he was home-schooled?" Penny asked.

"He was, but I guess the state didn't like that so they just said he had to go to school" Hayden answered.

"And apparently he didn't get the memo about no longer having to wear a uniform anymore either" Penny told her friend.

"Clearly, but we should get moving on to class. We don't wanna be late on the first day" Hayden replied.

"Yeah, good call" Penny replied while not taking her eyes off Sherman and walked right on up the stairs inside the school. When they were inside, Sherman looked to his father embarrassed.

"Mr. Peabody, everyone else is in normal clothes. I told you I didn't need to wear this" Sherman said.

"Nonsense Sherman, the uniform makes you look dapper" Peabody replied.

"I kept on telling you I didn't need it, but you made me wear it anyways, why?" Sherman asked, blushing that his current attire was causing him embarrassment.

"Because I bought the uniform before they were no longer required, and that uniforms make you look more elegant" Peabody answered.

"I better get going, have a good day Sherman" Peabody told his son before driving away from the school on his moped. Now Sherman, still embarrassed walked into the building.

Inside the classroom, Sherman sat a row across Penny, and Hayden sat right next to her.

"You got your 'All About Me' essay ready?" Penny asked Hayden, who replied by taking a few slips of paper stapled together out his binder and placed them on his desk. The 'All About Me' essay was something the students had to do over the summer as a project for the first day of school, to introduce themselves to the class

"All set, and thanks for checking everything out by the way" Hayden thanked her.

"No problem, what are friends for?" Penny answered. Soon, the bell rang and their teacher came in.

"Welcome everyone to the first day of second grade. I'm your teacher, Ms. Easton. I'd like to start today by presenting their 'All About Me' essays to the class before I hand you out your syllabus" said Ms. Easton. A couple of police cars drove by and Penny raised her hand.

"Yes?" Ms. Easton asked.

"I need to use the restroom" Penny said.

"Alright, you may be excused" she said. And with that, Penny grabbed her bag and went into the girl's bathroom locking herself inside as she changed from her regular clothes into her Spider-Girl suit. Once the mask and hood were on, Spider-Girl climbed out the bathroom window and shot a few strands of webbing at a tree and a street-light, sending her flying into the air and she began swinging from building to building following a speeding car that just ran three red lights.

"Ah, we've got a speed demon here. I got just the thing for that" Penny said before shooting a strand of webbing at the front right wheel and pulled hard, causing it to come off. The car was now slowing down and it crashed right into a mailbox. The pursuing police cars were now stopping at the crash site and the officers got out, holding their guns up at the driver, who had just gotten out a gun of his own and pointed to the cops.

"Don't come any closer! I will shoot!" the man shouted. One officer was approaching the driver slowly, and just as he was about to pull the trigger on that officer, a strand of webbing latched itself onto the weapon and yanked it out of his hands before it landed into Spider-Girl's hand.

"Speeding, and threatening to kill one of New York's finest? This is not a good day for you buddy" she said before tossing the gun away into the bushes.

"She's right, you're gonna be in jail for quite a while, buster" the officer said as he now had the unarmed driver in handcuffs.

"Thanks for the assist, Spider-Girl" one of the other officers thanked her.

"No problem, I'm just happy to help the boys in blue" Spider-Girl acknowledged his thanks before she slingshot herself up into the air with her webbing and began swinging back towards the school. Once she was now back in the girl's bathroom, she swapped her suit for her regular clothes and went right back to class.

"What did I miss?" Penny whispered to Hayden as she took her seat.

"Not much, only one person presented their essay" Hayden answered.

"Alright, who would like to present next?" Ms. Easton asked. Hayden calmly raised his hand.

"Okay, Hayden. You may present your essay next" she answered. He now stood in front of the class, holding his essay in front of him and reading out everything he wrote on it to the class.

"My name is Hayden McClaine, I'm seven years old and my mother is the head of 'McClaine Tech'. My favorite movie is 'I Am Legend', and one fact I know about one of the presidents of the united states is that George Washington cut down a cherry tree" Hayden said. Penny gave Hayden a supportive thumbs up and a smile, to show Hayden he was doing a great job so far.

"Apocryphal" Sherman piped in.

"Never heard of that kind of tree before" Hayden replied to Sherman.

"It's not a tree, that just means what you're saying is wrong" Sherman told him. Penny slightly gasped at this, and Hayden did too.

"George Washington never chopped down a cherry tree. He made that up to teach kids a lesson about lying. He did cross the Delaware though, my dad took me there over the summer" Sherman answered.

"Someone really knows their history, huh Hayden?" Ms. Easton asked. Hayden was now just in shock, tears were now glistening in his eyes and he ran out of the classroom. Penny, worried about her friend, ran after him and saw that he had locked himself in the boy's bathroom.

"Hayden, are you okay?" Penny asked.

"No, I feel so stupid right now" he answered, his voice cracking a little and it sounded like he was sobbing.

"It's okay, Hayden" Penny tried to reassure him, but Hayden just sobbed inside the bathroom feeling like an idiot. Penny began feeling angry with Sherman, he humiliated her friend in front of the whole class. She helped him write that paper and he made him look like a buffoon in front of his peers.

"Don't worry Hayden, when lunchtime comes around, I'll teach him a lesson for humiliating you" Penny said aloud so that Hayden could hear her. One thing everyone knew about Penny is that when someone messed with her or her friends, you had to face her wrath. And that was what she was gonna do, to defend Hayden.

A/N: Well there you have it, a little demonstration of what Penny does as Spider-Girl and the first appearance of Sherman, but he didn't really seem to make a good first impression on Penny and Hayden. Next chapter is lunch time, and when Penny confronts Sherman. All that and more to come in the next update. Please review, thanks!