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Chapter 2

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Penny was smiling at first, she thought that having an upgrade to her body meant an upgrade to life, however her happiness died when she saw Mary Jane running out of her house with her father yelling at her and calling her trash. Penny clenched her fists in anger, she really wanted to punch him, but she knew better than to hit Mary Janes father out of nowhere, even if the bastard probably deserved it. Penny just ended up walking to school thought she felt guilty because the entire time she was practically following Mary Jane to the bus stop like a total stalker. Penny really wanted to talk to her but had nothing to say, besides why did she even want to talk to her so much anyways? Penny could never understand why she always envied Flash for being with Mary Jane, or how she loved her beautiful smile, her gorgeous red flowing hair, or her... Wait... No... It can't be... Penny and Mary Jane are both girls after all... but could it... Could Penny actually...

"Be in love?"

"What?" Mary Jane then turned toward Penny who just realized she not only walked up Mary Jane but started talking out loud.

"Love... your hair! I absolutely love your hair, it looks amazing!" I'm technically not lying! Penny thought to herself as she was sweating with fear but trying to hide it with a smile.

"Oh? Uh, thank you? I'm sorry have we met because I... wait... Penny?! Penny Parker?!"

"Uh yeah? Remember I took some of your photos yesterday for the school paper."

"Well yeah but I remember you being shorter, geekier, and... not as pretty." Penny then blushed when she fully processed what Mary Jane said.

"uh... Uh... Thank you!"

"Ah! I'm sorry I'm not trying to say you were ugly before, I thought you looked cute in a nerdy girl kind of way but now... wow." Penny's smile only widened as she started turning red with both embarrassment and joy. She thought yesterday was amazing but today was starting to turn out so much better. Then Mary Jane's friends pulled up in an expensive car.

"Hey MJ! come on, lets skip the bus today!"

"Oh thanks guys! uh, hey Penny do you want a ride too" Mary Jane's friends looked at Penny and suddenly they were filled with shock.

"Penny? As in Penny the glasses geek? That's Penny?!"

"Hey guys! Don't call her that!"

"Uh, right sorry! Say you want a ride too?" Penny was about to say no since she wasn't used to not taking the bus but then the bus passed leaving her behind again. Instead of chasing after it she instead worked up the courage to finally do something different for a change, after all new look new life.

The ride to school wasn't really as great as Penny thought it was going to be, all the girls ended up talking about was clothes, makeup, boys, and cars. All of which she knew little to nothing about, so Penny just ended up being in the backseat to the right, right behind Mary Jane. She was nowhere near Mary Jane and had absolutely nothing to talk about. Penny smiled but only because she was dying inside of embarrassment. Thankfully the drive didn't take long and soon they were at school, Penny quickly thanked the girls and headed to class. If there was any plus today, it's the fact that she wasn't late to class like she normally was. Though as Penny went to her regular classes and did her assignment, she noticed that everyone around her was, well, noticing her. She wasn't invisible or being scoffed at like she normally was instead people were either looking at her with either shock, delight, or envy. Usually, the other girls would talk about how pathetic and dorky she looked but now they were shocked to see her new looks and so were the boys. Unfortunately, Flash and his friends noticed as well and didn't stop staring every time they passed her in the halls. Penny just grunted in anger every time she saw them and tried to walk away from them as quickly as possible. However just as another class ended and lunch was about to start, she bumped into one of Flash's friends and he grabbed her arm to stop her.

"Hey! What are you doing?"

"Sorry babe, just wanted to get a better look at you because wow, you are gorgeous."

"Yeah thanks, can you let go now?"

"Hey, come on, I'm just being friendly. Besides don't you think you owe me a date? After all I ended up being right about you looking better for ditching the glasses." Penny just grunted in anger as she forcefully pulled her arm out of his grasp, the boy looked at Penny in shock, surprised by how strong she was while she just glared at him and left.

"You know guys don't like girls that play hard to get!" Penny could hear some of the male students in the halls laughing at her, normally she would blush in embarrassment and quickly run off. However, for the first time in her life she didn't take it, instead she turned around and yelled back in anger.

"And girls don't like guys that are clingy!" Now the male students were laughing at Flash's friend, who was now the one looking around and blushing in embarrassment. He grunted and quickly walked away, Penny couldn't believe what she just did, it was a seemingly small thing, but it was big for her. Despite her heart beating extremely fast, Penny ended up smiling as she walked, almost skipping, toward the cafeteria.

After getting her tray of lunch food, Penny walked to through the cafeteria trying to find a place to sit, again everyone was staring at her, and it didn't make her feel good at all. Her positive attitude from earlier was now draining, the only saving grace now was that there was a whole table where she could sit in peace away from everyone else. However, as she was just about to get to the table, she ended up bumping into Mary Jane and accidently made her slip. Out of instincts alone Penny caught Mary Jane in one hand and used the other hand to hold her own trey of food and catch Mary Jane's tray on top of it while also catching all her food with perfect accuracy.

"Wow, how- how did you do that?" Only after everything was done did Penny realize anything she did and how fast she did it.

"I... Have no idea." Penny was still processing what she just did, she ended up just staring at the stacks of treys on her hand despite Mary Jane still being in her other arm.

"... Uh, Penny? Can you let me go now?" Penny then blushed in embarrassment for she realized she was quite literally holding Mary Jane in her arm like a prince would do for his princess.

"Oh my gosh I am so sorry! Uh here, you can take your food now."

"Uh, thanks Penny? Where are you sitting?"

"Well here actually."

"... This empty spot? Why don't you sit with me and Flash?"

"Uh... Me and Flash aren't exactly friends, also come on Mary Jane. You saw how awkward I was during the car ride. I'm just Penny the glasses geek."

"Oh, come on Penny my friends didn't mean that. Besides I think your great at conversations, I mean you're talking to me right now, aren't you?"

"Yeah, but that's just because I like you- I mean! Because your fun to. be. around." Mary Jane was obviously confused but just laughed it off and continued to smile at Penny.

"Well, if you change your mind, you know where to find me." Mary Jane just walked off to the table her friends were at and sat right next to Flash. Flash ended up putting his arm around her which annoyed her, but she just tried to bear with it while eating. Penny just sighed and was about to sit alone but then she remembered that she always sits alone but for the first time Mary Jane has offered her an alternative. Penny then huffed in determination and walked over to Flash's and Mary Jane's table, unfortunately the only spot available was right next to Flash's friend, the exact one that always flirts with and bullies her, but also the one she embarrassed earlier. Mary Jane saw Penny sitting there and waved at her to come sit, Flash saw her too and did so as well, though obviously not out of the kindness of his heart, all while his friend scoffed knowing she would sit next to him. Penny silently inhaled, then exhaled and finally sat, this was the first time ever that Penny sat with other people it was both thrilling and terrifying. Suddenly one of Mary Jane's friends ended up breaking the ice surrounding Penny.

"So Penny, what's the secret to your glow up?"

"Huh? Oh uh, no secret I uh... guess I just woke up like this." I'm technically not lying, Penny thought to herself. Unfortunately, Flash saw this as an opportunity to enter the conversation.

"Oh? So, you were a beauty this whole time. you just hid it under those dork glasses."

"Flash come on don't bully her."

"What, I'm not! I'm just saying we were right all along about her looking better without them." Penny started clenching her fists in anger, she was really starting to get sick and tired of everyone making fun of her glasses. However, she was thankfully able to stop herself, she knew better than to explode again, especially in front of Mary Jane so she instead took a deep breath to get her cool back.

"I just couldn't afford contact lenses before. So there was nothing I could do about it." Flash's friend then wrapped his arm around Penny's shoulder which almost made her punch him out of instinct, thankfully she held herself back.

"You could have just told me I would have covered the costs babe."

"Um can you please get your hand off me?"

"Yeah man, girls don't like guys that are clingy!" Flash's friend then grunted in anger as he looked the other way in embarrassment, while everyone else laughed a little at him. Penny however wasn't laughing thought Flash technically stood up for her, she still didn't like Flash, so she wasn't smiling at him. Instead, Penny felt she was done talking and just wanted to eat already. However, upon pulling the tray closer to her she suddenly couldn't let go. Penny then noticed that under her sleeve was spiderwebs and they were coming out of her wrist and attached to the trey. Penny was shocked but then she quickly looked up at everyone else, thankfully they were still talking about other stuff and not focusing on Penny at all anymore. Penny then tried to forcefully pull the Tray off but the webs, but they were too strong, eventually Penny ended up flinging the tray upwards and in doing so not only did the tray hit Flash, but all her food landed on him as well.

"Ugh! What the heck Parker?!"

"Uh sorry Flash! That was an accident! I uh- I have to go!" Penny felt embarrassed for doing that in front of Mary Jane, so she quickly got up and walked away, unfortunately the webs were still connected to her wrist and the tray was still connected to the tray. Thus, Penny ended up dragging the tray with her until she was able to lose it when she closed the cafeteria doors on her webs.

Penny quickly went to her locker as fast as she could she was about to open it but then she realized she had no idea what she was doing. She desperately wanted to leave but school was only halfway over, plus she was still hungry, there was nowhere to go and nothing she could do, all she could do was stand there and sigh. However suddenly the world felt like it was getting slower, and something was telling her to move her head because if she didn't something was going to hit her. Penny then did so and suddenly time turned back to normal just in time to see Flash punch her locker, leaving a large dent on it.

"You're really asking for this Parker!"

"Come on Flash it was an accident!"

"No, the accident was actually wasting time on this freak!"

"Flash I already said I'm sorry!"

"Ha! What? You think I'm gonna go easy on you just because you're a girl?! Nah your dead Parker!" Flash then threw a punch, Penny was expecting it to hurt but instead she was more confused by how slow he was, she once again just dodged the punch. Again, and again Penny just dodged Flash's punches, she was even able to slip past him to gain some distance again. However, before Flash could throw another punch Harry stepped in.

"Hey! That's enough! Leave her alone or-" Flash then punched Harry in the face making him fall to the floor.

"Harry!" Now that Penny was distracted Flash's friend grabbed her from the back to keep her still.

"Come on! Get her Flash!" Flash smiled and used the opportunity to punch Penny, now that she couldn't dodge, she simply closed her eyes and prepared for the punch. However, upon being punched it felt like nothing more than just a fist pressing on her cheek. Penny then opened her eyes and looked at Flash in confusion as he started looking at his fist in pain as if he had just punched a steel wall. Flash then used his other fist to punch Penny in the face but again it only resulted in him getting hurt, Penny was now getting annoyed, so she quickly kicked him in the stomach however it ended up being stronger than she thought and Flash ended up going flying down the hallway. Flash's friend then let go of Penny and ran away from Penny out of fear, Penny wasn't proud or excited by what she just did. She was glad that Flash was finally given a taste of his own medicine, but Penny wasn't a fighter and therefore she really didn't want to be the one to do it. Penny felt even worse as she saw the fear in Mary Jane's eyes, now she didn't care anymore, Penny left the school despite Harry trying to call out to her.

Penny didn't stop running until she couldn't see the school anymore then she found herself in the park, she started walking and didn't stop until she found a bench and sat. She just couldn't believe what she did, today was supposed to be the start of something amazing but she ended up just being a bigger freak than she normally was, which should have been impossible, but she proved that wrong. Penny was glad that there was no one around her at the moment, she was allowed to be frustrated without anyone bothering her. Thought Penny didn't cry nor did she scream, she mainly just wished she knew what to do, what did this new power mean and was she going to be stuck with it forever? Penny was a science nerd and a striving photographer not a fighter, she wouldn't even know where to start with anything combat related. But then again just because she's strong doesn't mean she has to be a fighter she could still be a photographer she would just be better at self-defense now. But then again that only makes it better if she even knows how to control her newfound strength and judging but what happened today that's probably going to be impossible.

Penny just sighed as she got up and decided to walk home, since school time was almost over, she figured she might as well go home and help Uncle Pen with the painting early. However, as she got up her hand ended up getting stuck to the armrest of the bench, she tried to pull her arm off of it but when she did she saw that it was actually stuck because of more spiderwebs attaching her hand to the armrest. After she finally got the webs off, she saw a strange growth on her wrist, out of bad curiosity she pressed on it and a small bit of webbing end up shotting onto her face. Penny grunted as she tried to get the webbing off, once she finally did it felt like ripping tape off her face.

"Ah... Ow... I deserved that." Penny then looked at her other wrist and sure enough there was a strange white growth there two, almost resembling a tiny spiderweb. Penny walked over to the Pond, then looked at her wrists again, she didn't like the fact that she was getting all these freaky abilities but as far as she knew there was no getting rid of them so she might as well know how they work. She thought that there might be an easy way to activate the webs, maybe a hand gesture of some kind? It sounded ridiculous even in her head but it was worth a try.

"Ok... Go Web! ... uh. Web go? Fly away? Zap? Shazam! ... um... Activate! Execute! Shoot! Fire!" Penny was getting frustrated that nothing was happening, then things got worst when she noticed a passing by family staring at her with their son laughing at her. Penny quickly ran out of the park while blushing in embarrassment. Once Penny was out of the park and next to buildings again she groaned as he walked into an alleyway. She figured she could at least have some privacy there while testing out her powers.

"Ok let's try this again." Penny made sure she was deep enough in the alleyway so that no one would notice her shooting webs all over the place. However, she was making meager progress as she still couldn't figure out how to get the spider webs to shoot from her wrist. Eventually out of frustration she just made a stupid rock and roll gesture, not really expecting it to work, she became extremely mad when it did. She grunted for a while kicking a trashcan out of annoyance and anger, but she eventually calmed down to continue experimenting with her newfound power. Penny already knew it was durable and sticky like a spiderweb but was it really as strong as an actual spiderweb. Penny had a bad idea on how to test but went along with it out of pure excitement, Penny aimed her hand at the top of a building right on an old metal piece of the gutters. Once the web landed, she grabbed the other end and like climbing rope, she held on she walked on the walls. Penny couldn't believe it, this was amazing, she had not only inhuman strength but also the ability to create strong, durable, and sticky spiderwebs out of her wrists. The possibilities of this were almost endless, however Penny's excitement came to an end when the metal piece of the gutters her web was attached to started breaking off.

Penny started to panic, after all she was so busy climbing that she ended up making it halfway to the top of the building, if she fell now, she was definingly going to break a leg or worse her spine. Penny looked around for anything that could help, she couldn't keep climbing up or going down because she was too close to the middle and doing either would put too much strain on the gutters. Thankfully there was a walk up right next to her, so she tried her best to get to the stair but doing so ended up putting just as much strain on the gutters, making the piece get looser. Again, Penny tried and tried but she just couldn't reach the railing for the walk up, worst off her time was out as the gutter piece was practically hanging by a threat at this point. Penny took a deep breath, and while holding onto the webs, ran across the walls and jumped toward the railings. However, the gutter piece broke off at the least second making Penny lose the momentum and thus she started falling. Penny just clung to the walls and closed her eyes out of instincts alone. Penny kept her eyes closed tight even as she heard the metal gutters piece fall to the ground, she was expecting her body to fall next. However, nothing happened, actually she noticed her body didn't even feel like it was falling anymore. Penny opened her eyes to see the walk up railing right in front of her face she then looked around to see she was still close to the wall of the middle of the building. Penny couldn't believe it, at first, she thought she was floating but quickly noticed her hands touching the wall; she got her hand off the wall and it felt like she was pulling something sticky off her hands. Penny then looked at her hand and could just barely see tiny little blade like hairs on each of her fingers.

Penny was not at all pleased at the sight of the hairs on her fingers, they were extremely tiny, but she still thought they were gross. However, she placed her hand on the wall again and took the other off, she was still able to just hang there with absolutely no strain on her hands or any other part of her body. Out of curiosity Penny continued climbing to the top of the building, this ended up being much easier than using the webs as a climbing rope. As such Penny started smiling as she started climbing faster toward the roof. Once Penny made it to the top she couldn't help but raise her fists in the air and cheer out of overwhelming joy and a newfound sense of freedom. Penny couldn't help but want to run, she ran all across the roof of the building, however she ran out of ground quickly, so she tried to stop herself but instead jumped in the air out of instincts alone. Penny screamed out of fear but surprisingly she jumped higher than she imagined and ended up landing safely onto the next building roof safely.

Penny was so scared at first because of all these freakish mutations happening to her but now she was getting only more and more excited because of how much power and freedom it all gave her. Penny then started laughing in overwhelming joy as she ran across each building and jumped super high to land onto the next one and repeat the whole thing all over again. Eventually Penny ended up running out of buildings, instead all that was in front of her was the two-lane highway between her and the next building. Penny made a mental measurement of the distance and looked back to make another measurement of the distance between the buildings. Penny didn't need to be exact to see that there was no way she would ever be able to reach the other building. She quickly started heading for the stair to get down to the ground level and head home. Or at least she would have if she didn't see the crane handing over the building and decide to use that as a hook for her webs. She quickly ran off the roof, shot a web at the crane and swung while holding the web yelling in joy the entire time. However, her joy quickly turned into horror as she realized she didn't know how to land and the building was getting closer. She tried kicking out her feet but this proved to be a bad idea as on impact she kicked the walls of the roof floor causing her to roll over and keep rolling onto the roof floor. Eventually she did stop but now her entire body was in pain with her legs getting the worst of it all.

"... That... was a terrible idea..."