A/N: Hi! :) This is my update for the whole October. I actually made a drawing of Penny in her Spider-Man costume, I'll post it maybe when I reached 50 kudos. XD OH. And Foxchick1, I just saw you're challenge recently. Can I still used this story as an entry? XD

Disclaimer: I do not own any media types of Spider-Man especially Ultimate Spider-Man. They belong to MARVEL (and Disney).

It's already 11:45 and I have to go home like, immediately! This is so past my curfew. I swung myself to the last building and jumped on the glass walls of my house, the Stark Tower. To be honest, my mom used to call this 'that big ugly tower'. Mom stopped saying that when she married my dad. She can keep calling her home 'big' and 'ugly' after all.

I know what you're thinking. Spider-Man lives at home with her doting parents and they still chew her up like a little baby? Loser. Think again. My parents are pretty cool. They work all day though. Most of the time my dad's working at Stark Industries while my mom gets called to S.H.I.E.L.D. Sometimes when they're not that busy, she reads files of heroes and villains and dad works in his lab with Uncle Bruce. Their full schedule lets me come and go as I please. It gets me lonely in the house though. Of course I have to keep the Spidey stuff on the down low. There's no way they would approve of their little Penny mixing it up with super villains.

I crawled up to my room where I usually leave the window open. In case you're wondering if my tech dad might caught me, well don't worry. This girl hacked the security surveillance system and of course, J.A.R.V.I.S. as well but I'm not so sure about how I hacked J.A.R.V.I.S so I told the A.I. not to spill a thing to anyone or I'll disable him. Hey, don't think of me as just some nerdy science kid. I know some engineering stuff too. My dad always lets me in his lab after all.

It all started with Uncle Bruce just can't resist me as a little girl. He told me I'd cry when he leaves but he has to go do his job in the lab with dad. So he carried me along to the lab which lead to me finding out for the first time in my life that my parents were superheroes.

My dad scolded Uncle Bruce for bringing me to the lab. They said I cried thinking my dad was scolding me instead of Uncle Bruce. To make things worse, my mom came and saw what happened. They had a little fight for a while until they finally agreed with the idea of letting me gain knowledge about their hero world.

So, ahem, anyway. I always come down to the lab ever since and gain advance knowledge about science and technology with my dad and Uncle Bruce as my mentors. So when I became your friendly red and blue hero here, I used every opportunity I get when I'm home alone to allow Spider-Man sneak into the tower.

Back when I was just starting to get used with my dual identity, I have to change costume elsewhere. Such a hassle! I have to get out of the tower just to change. See? I'm using my hacking skills in a good way. Am I right or am I right? Yes, I'm right.

I finally reached my room- it's locked! I tried to open it but it's pointless. I peeked through the window of my room and saw Gwen on my bed mouthing "Hey there." at me.

I removed my masked, revealing my irritated face. "What the hell?!" I shouted in a whispery voice. I'm tired and I'm hanging on a tall building. The only expected entrance I have is now locked who wouldn't curse?

I can see Gwen giggled before she opened the window. I quickly went inside. "Very funny, Stacy."

Yes, Gwen knows I'm Spider-Man. In fact she was the first one to know.

"Chill. Just eat some popcorn. We got plenty." I turned and I saw MJ watching TV and eating popcorn while leaning at the edge of my bed.

Yeeeesss. Even Mary Jane knows.

We use the wheel of excuses (sometimes the wheel of explanation and wheel of responds) as practice. I still use it when I'm with them in school. Gwen said it was to make sure I'm reasonable enough to other people. Gwen only suggested it when she heard my lame excuses to Harry.

[Four years ago…]

"Oh my God!"

"Gwen, calm down. I-" Gwen gapes at me when she saw my face just right after I saved her from the Green Goblin when he threw her down the George Washington Bridge.

The Green Goblin's gone. He was just threating me again so that I would join forces with him. He thought Gwen was the woman I love after kissing her during the annual ceremony of appreciation for Spider-Man.

"I knew it!" She exclaimed excitedly waving her hands. Wow, it's like she forgot we were on top of the bridge.

"Wait, what?" I'm confuse. I thought she would be angry because I didn't told her about any of these. About me being Spider-Man.

"Nevermind about that for now." I put on my mask again and took Gwen by the waist. "Let's get out of this damn place first."

After a few more swings I dropped her to the nearest land. Nobody was there so it was perfect. Thank God it's midnight. I took off my mask because I know she'd want to talk without the mask.

"I knew you were-" She stopped and looked around our surroundings then she pulled my hand. "Follow me."

She drags me away but the hand she took was the hand where I was holding my mask. It fell on the ground the moment she touched my hand. So I pulled her back to pick it up. As soon as I got my mask back she pulled me with more strength this time. "Whoa!"

We began our talk when we were finally surrounded by trees. I thought it was gonna be awkward silence and gestures but boy, I was wrong. Gwen spoke up without even waiting for me at all.

"So how long have you been Spider-Man? What's it like? Like, you know. A superhero."

"Wait. Wait. Please tell me first how are you not mad?" I interrupt.

"Mad? Why would I be mad?" She chuckles as if the whole secret identity was no big deal!

"Gwen." I put both my hands on her shoulder and shake her a little. Just a little. Don't want my super strength to hurt her, right? "Gwen. I'm Spider-Man."

"I know!" She smiling too much and this is too much for me to handle.

"Yeah, the same Spider-Man you kissed upside down in front of so many people."

"Yeah, I remember that."

I let her go and step back a little. "Why are you so calm…?"

Gwen cleared her throat and fixes her jacket's sleeves. "Well, I knew that there was something about you so I kept quiet about it. Wait, am I the only one who knows about this?"

"And S.H.I.E.L.D."

"I see."

"So you knew all along? That I'm…" I looked down my Spider-Man costume. Oh, I looked weird without my boobs. "…this."

"Not exactly." She moves her index finger in circles pointing at my torso. "I just knew you were fighting crimes or a superhero but not… a male hero."

"Oh."

[Months later… (After Gwen found out)]

"Hi."

"Hi." MJ smiled up confusedly at me.

"This is really heavy…. and awkward." I was forced to lean a little closer down to her as I felt the fallen wall I've been carrying is getting heavy. Our eyes went wide in surprised.

I am getting a bit weak now. I mean my costume's ripped. I've tried so hard to convince Doctor Octavius about everything but in the end, I was forced to reveal my true identity to plead him more to help me stop his recreator machine. Now that's he's stopping it, I can't relax just yet because MJ saw me. She saw me as Spider-Man.

"Penny?"

"Yeah?"

"If we live, you got some explaining to do."

"Yeah, sure."

Once I finally saved MJ and watch the unfortunate death of Doc Ock drowning along with his invention, I made a huge cobweb for us to rest for a while.

"I kind of always knew that… you were a hero."

I furrowed my eyebrows in wonder. "How?"

"I saw Spider-Man came out of Stark Tower."

"Ever thought he might be a Stark employee-"

"He came out of your room through your window." Okay that shut me up. "I thought my eyes were just playing tricks on me. Turns out I was right."

"You see now why I quickly left you in the rain when you kissed me?"

"Yeah… Everything suddenly makes sense."

[Present…]

I shook my head when I remember those days. "Okay, I'm gonna take a shower first." I walked past Gwen and went inside the bathroom. I was about to remove my suit but I opened the door again when I realized, "What are you guys doing here again?"

Gwen and MJ groaned in unison. "Song writing sleepover."

A/N: You've reached the end of the story. Yaaaaaaay. I'll update every month so stay tune. Critics are welcome. If there is something wrong with a chapter or wrong spelling / grammar or any other stuff, feel free and please do inform me. HOWEVER, it would be nice if you could please tell me where exactly it is so that I can correct it quickly and accurately.