Disclaimer: I only own the plot and my OCs. Anything you recognize as not mine belongs to Marvel Studios, Disney, and/or their otherwise respective owners.

Author's Notes: Okay, I revise my earlier statement for chapter 7 being the longest chapter, this one surpasses it. By thirteen words lmao. But hey, more content!

I hope you all enjoy this one. Idk, I feel kind of nervous about it. Fighting scenes are not my favorite...

Title comes from Gimme Shelter by the Rolling Stones, btw.

Anyways, until next week,

~TGWSI/Selene Borealis

~primis, omega, superhero, genius~

~somebody to love~

~chapter 15: gimme shelter~

Penny wasn't sure why she'd woken up at first.

Sleep weighed heavily on her eyes, making them hard to open. Groaning lowly, she reached a hand out blindly to grab her alarm clock, and checked what time it was. 4:06 in the morning.

Well, this wasn't a new time for her to wake up at, but always when she did, it was from the nightmare she had every night. She hadn't even had it yet. Nor did she have to pee, nor had she gotten injured last night with a wound that bled through bandages, so the only explanation there was, was that –

She sat up in bed, pressing a hand to the back of her neck as it tingled. The sleep vanished from her eyes in an instant, leaving her wide awake. "JARVIS," she pressed. "JARVIS, what's going on?"

"Nothing is amiss, Delilah."

She casted her gaze up at the ceiling, glaring. "Don't give me that." Stumbling out of bed, one of the covers falling on the floor, she went over to her closet to get out her suit, stripping out of her t-shirt and shorts as she did. "I have precognition. Something's going on. What is it?"

She was in the middle of clasping her bra as JARVIS spoke again. "The other on-world Avengers are going on a mission, ma'am," he said. "They apologize for waking you, and want to assure you that everything is alright, and you can go back to sleep."

Penny froze. She was sure it would have been a comical sight, her in her panties with one boob tucked in her bra, the other hanging out for all to see. "'A mission?'" she repeated dubiously.

"Yes. Boss, Captain Rogers, Ms. Romanoff, Mr. Barton, and Dr. Banner have gone on a total eighteen missions for the United States government since the Battle of New York, their attendance varying. Most of the details of these missions are classified to the public. As one of the other Avengers, you have clearance to any and all files about them."

"And you never told be about this?"

"You didn't ask."

Her nose wrinkled. "That's a bullshit excuse, JARVIS, and you know it." Finishing putting on her bra, she grabbed her suit off of its hanger and began to put it on. "What's this mission supposed to accomplish?"

"The Avengers are to take down a prostitution ring that is human trafficking enhanced individuals specifically," the British AI narrated. "Mutates and mutants alike. Mutants are – "

"Yeah, yeah, I know what mutants are." Penny pulled her hair up into a ponytail at the base of her neck, then pulled up her mask and zipped up her suit. "Is this the same prostitution ring that Wilson Fisk is known to get some of his own girls from?"

"It is."

"Then tell the others I'm coming with them. I have a bone to pick with the Kingpin."

There was silence as she left her bedroom, heading for the elevator. JARVIS, in fact, did not say anything else until she was already inside it. "Are you sure this is a good idea, Spider-Woman?"

"The team is comprised of four alphas and a male omega and, while he would probably be appreciated, turns into a giant green person when he gets angry," she pointed out. "They are about to come into contact with betas and omegas, especially omegas, who are traumatized and will not trust them. I'm a beta, and I generally have a good reputation with the people. They need me on this mission. Shit, I'm forgetting something." She snapped her fingers, trying to remember what it was. Suddenly, it came to her. "I'm working today! I need to call my boss."

The elevator had already started going upwards, towards Stark's personal floors, where the helicopter pad was. It stopped. "Would you like me to take you back down to your floor so you may collect your phone?"

"Yes, please. Tell the others to wait up for me."

"Done. Boss suggests you hurry."

She was zipping back up her mask as she walked out onto the helipad, her phone stuffed into her bra – she just wanted to say, although it was disgusting, it was a miracle what you could store there. The roar of the quinjet engine rattled her ears, but neither she nor the other five Avengers said anything, not until she was inside and the cargo door had closed.

"Spider-Woman," Rogers said with a nod of his head. "Surprised you're here."

Blunt, but deserved. "Glad I could make it," she replied. She swung her arms nervously. "So, what's the plan here? Where are we going?"

Stark and Barton were piloting the quinjet, which left Rogers, Romanoff, and Banner to give her the logistics. "We're going to Chicago," the female alpha informed her. "It's where the base of operations is."

"And who's the leader of the ring? I know some of the associates of the Kingpin. It's not Madam Masque, is it?"

Rogers and Romanoff gave her blank looks. "Who...who are you talking about?" asked Banner, a touch concerned.

Penny blinked. Right. She wasn't with Wade and Matt anymore. They wouldn't know all of the codenames she, Deadpool, and Daredevil had come up with. Team Red, to the bitter end. "Wilson Fisk is Kingpin," she explained, holding out her thumb. She lifted her index finger as well. "Giuletta Nefaria is Madam Masque. She's the leader of the Maggia. One of the three major international crime syndicates in the world. SHIELD doesn't know this?"

"...Not that Nefaria is the leader of the Maggia, no," Romanoff was forced to admit reluctantly. "But we'll talk about how you know that later." Empty threat. Penny wasn't fazed. "The prostitution ring is the work of one of the other crime syndicates, Dolce Morte. It's led by Emiliana Brunetti." When Penny froze, her eyes narrowed. "You know her?"

"In...a matter of speaking," she was able to say. "Don't worry, she doesn't know me."

Banner frowned. "How did you manage that?"

Penny didn't want to get into it. She didn't want to tell them the stories she remembered from when she was a kid, after her parents had died but before Ben had, when her aunt had been afraid of alpha men following her home, to the point where she had bought a gun. She'd never been in trouble with them, she'd lived her entire life as an American Catholic girl, the older half-sister of Penny's mother, Mary, but...it had been a bit of an unacknowledged fact that May's maiden name was not that of her mother's, because Reilly had just been an assumed name.

No, May's mother's maiden name had been Brunetti. The secret, illegitimate daughter of the founder of the syndicate, Michele Brunetti. Emiliana was his granddaughter, a mutant herself with the power of mind controlling people with a kiss to their lips.

Penny remembered fighting her once with Wade, when the alpha woman had been visiting New York City.

It...hadn't gone well, to say the least.

(It seemed there were some ways her healing factor was better than his, at least when it came to an imperviousness to having her free will taken away.)

She shook her head. "It doesn't matter."

Rogers' eyebrows furrowed. "Are you going to be distracted, because you know her?"

"Relax, Mr. Good and Righteous," Penny replied with false confidence, placing a hand on her hip and bending the opposite leg slightly, making a slightly dramatic pose. "I'm not the one you're going to need to worry about. Emiliana's a mutant. Just keep her away from your lips, unless you want to be doing her bidding for...I actually don't know how good your healing factor is." She shrugged. "But I had a friend with a better one than mine, and it lasted about eight hours on him."

Rogers looked faintly sick, like the idea of kissing a crime syndicate leader and human trafficker was the grossest thing ever. Which, okay, understandable. "Noted."

Banner was curious. "And how better was your friend's healing factor?"

"Is," she corrected him absentmindedly. "He's survived being decapitated before. Just smush back on his head, stitch him up," here, she made accompanying gestures, much to Banner's chagrin as he made a face, "wait a day or so, and voilà: he's alive!" She made jazz hands.

Romanoff stared at her. "And you were immune to what he wasn't."

It was not a question.

"Yep, I guess."

Truthfully, she'd had the same wonderings as the female alpha before. It didn't make sense for her to be immune to something that Wade wasn't. Back then, before Harry had died and the universe had dumped all of this shit into her lap, she'd just thought it was a weird quirk to her biology, and maybe it was. But instead of being caused by her spider DNA...

...She wasn't really all that keen of putting her theories to the test. Seeing if the primis of a pack was immune to sexual mind control would mean outing herself as a primis, and nope. No, thank you. She'd still rather pretend that she wasn't one every day of the week, 24/7.

Rogers and Romanoff filled her in on the hour flight to Chicago. The base of operations for the prostitution ring was actually an expensive, five-star hotel owned by the Brunetti family, the Dulcetta. It had a secret basement beneath boiler room, which you could only access by putting the correct key into the elevator – an undercover SHIELD agent had made multiple copies of it. There it was the betas and omega were stored and given power-neutralizing cuffs in different rooms before they were given power-neutralizing chips, unless their "work" demanded otherwise, and shipped off to wherever it was they went. With the Dolce Morte operating on the international level, it was impossible to know for sure where they would end up.

(And Penny felt bad for them, with the power-neutralizing cuffs and chips, as well as anxious to take them apart to see what made them tick. They were as much of a threat to her as they were to the people being trafficked. But, she would worry about that later. She had to.)

The plan was for Barton and Romanoff to enter the hotel, pretending to make a reservation as a recently married couple (same-designation marriage had been legal for about ten months now, would be a year in May, albeit it was still a somewhat taboo subject), and would make a scene when their reservation attempt obviously failed. Then as they quite literally brawled on the lobby floor, she and Rogers would sneak in. Stark would fly in when the time was right, and Banner would stay in the quinjet as it would fly above the hotel, unless he was really needed.

"Uh, have you seen me?" Penny gestured to her suit and her overall self. "This isn't exactly an inconspicuous disguise."

...Excluding the one time she'd had to exit a building by using the elevator due to a bullet in her leg, and the guy in with her had told her she had a nice costume. Granted, it had been near Halloween when that had happened, but her blood had also been trickling onto the floor. There was idiocy, and then there were idiots.

"I made an incognito suit for you," Stark said. He stood up from the copilot's chair and went over to a small closet of sorts. The suit he took out looked a lot like hers, but it was sleek and black. "What do you think?"

"...How did you get my exact measurements?" she asked faintly. It was the only thing she could think of.

Romanoff raised her hand. "That was my doing."

She swallowed. "Okay. Let me go...try it on, I guess." Even though I know it'll fit.

Taking the black suit from him, she went to the one restroom on the quinjet and locked the door behind her. Fingers trembling, she unzipped her suit and let it pool at her feet. She touched the black suit with her ungloved hands, and she couldn't help but notice how soft it was. Stark had made it of the same material as her bedsheets and the carpet in her apartment.

There were no extras to the suit, it was pretty simple: fabric and web cartridges. The lenses were different. They would still offer her the peripheral she needed, but they weren't as large, and their exterior was black. But her vision was fine all the same.

She looked at herself in the mirror. The suit was as skin-tight as hers, but there was something...different about it. She didn't feel much like Spider-Woman, or Penny Parker.

Ah, there it was.

"I look like the fucking Catwoman," she whispered to herself, giggling at her antics.

The rest were waiting for her in the cabin. Rogers cocked his head. "Ready, Spider-Woman."

She saluted him. "Ready, Freddie."

His face twisted with gentle, but confused amusement.

She and Rogers went down to a nearby low-rise rooftop with Barton and Romanoff, the two spies using a rope and she and Rogers just jumping out, thanks to their enhanced biologies. The spies left quickly, headed for the main entrance of the hotel. She saluted Rogers one more time, and he actually rolled his eyes at her, then flipped off the rooftop fluidly. She went to one of the side-door entrances, which was locked, but that wasn't really saying much with her.

Around fifteen minutes later, her comms beeped, the signal that it was time for her to do her job. Pulling at the door until the lock broke, causing a barely audible alarm to go off, she entered the building. Quickly, she snuck down the hallways, heading out of the wing she was in and to the main building, until she'd arrived at the elevators that led down to the second basement. Rogers wasn't anywhere in sight yet, although a businessman was. He gave her a strange look.

Penny chose to fuck with him. "CEOs, am I right?"

The businessman became distinctively uncomfortable, to the point where he allowed her to enter the elevator by herself. Win.

Taking the key Stark had given her, she put it into the key slot – that most would've assumed was for maintenance, ignoring the fact there was another key slot above it – and turned. She got the result she wanted, as the beeps informed her of going past the boiler room, and then to –

– DING!

The elevator doors opened into a dark hallway, lit by purple lights – UV? She winced at them, until her lenses became filtered, diluting their effects...it seemed the suit wasn't just fabric and web cartridges. Regardless, her heart ached from seeing them, because if they hurt her, God only knew how they hurt the people who had been trafficked.

She came upon the first room, an office. Two guards were inside, probably the only caretakers. She didn't even bother trying to be subtle, just kicked down the door and webbed them both up when they shouted and pointed their guns at her. Then she knocked them out, and moved their bodies to web them up to the ceiling, strategically placing one of them so that he would crash on the desk when the webs dissolved. That way, he would probably break whatever alarm system was there, and it would hurt. Badly. It was the least he deserved.

The second room on that side of the hallway was some sort of barracks for the guards, having four beds and normal lighting, like the office had. But the room opposite it, she could hear the sniffles and gentle talking of the victims inside. Preparing herself with an inhaled breath, she kicked down the door.

Screams erupted from the victims, loud and painful. She held up her hands to show she meant no harm. "Hey, hey, it's alright!" she said. "I'm not here to hurt you! I'm here to break you out!"

The shrieking quieted down some, but not enough.

"...Spider-Woman?" a voice asked then. Small. Familiar.

Penny was horrified. "Kitty Pryde?"

With some effort and wincing, Kitty Pryde stood up, obviously injured. There was bruising on their face and God knew what else. Their shoulder-length hair was pulled into a messy bun, as it usually was. The power-neutralizing cuffs were placed around their wrists, which undoubtedly made it hard for them to stand in the first place.

The last time Penny had seen the other omega had to have been before that November. They'd been eighteen at the time, still a student of Xavier's School for Gifted Youngsters, and one of the only other mutants who liked to hang out with Wade on a regular basis. That was probably why it was so hard to see them right now, as one of Dolce Morte's human trafficking victims, because Wade should have protected them, right? And if not Wade, then Cyclops, Jean, Storm, Logan, or the professor himself. Somebody should have protected them.

Snapping out of her disbelief, she came over to Kitty's side, propping them up. "It's so good to see you, Spider-Woman," Kitty said.

"Ditto," replied Penny, even though the circumstances were more than just deplorable. As gently as she possibly could, she broke the neutralizing handcuffs. Kitty sighed as the pieces fell to the floor, rubbing at their wrists as color returned to their cheeks. "How did you end up here?"

Kitty shook their head. "Long story. Really wouldn't rather get into it right now."

"Right," said Penny. She looked over at the other victims, who had fallen silent. She counted fourteen of them. "Do you know how many more rooms are down here?"

"Three. And they have around as many people as us," Kitty spoke the last part knowingly, as if they knew the math going on in her head. "They always do."

So sixty people, give or take, the Avengers were going to have to liberate. Damn.

It went without saying that tonight – this morning, she meant – was going to be messy.

"Alright," Penny said. "As Kitty said, I'm Spider-Woman, and I'm here to rescue you. The other Avengers are with me. How many of you have super strength?"

Two victims – a beta and a male omega – raised their hands.

Penny broke their handcuffs and instructed them to do the same to their companions, then to head upstairs via the elevators and not look back, that Hawkeye, Black Widow, and Iron Man would be there to help them. She left the room, heading down the hallway towards the next one. Too late, she realized that Kitty was following after her.

"Kitty, go upstairs," she ordered.

"Not a chance," said the other omega.

"You're injured."

"You need me." At the next door, Kitty phased through it, turning around so they could open it. "See?"

Time was not on their side, so she didn't bother trying to argue, just repeated the process with this room.

"Spider-Woman!" called out Rogers as she and Kitty were heading towards the next one.

She pivoted on her foot and saw him approaching. "Rogers, we've got this," she snapped. "Help the victims. Break their handcuffs, and get them the fuck out of here."

He frowned. "Who's your – ?"

"Kitty Pryde, mutant," Kitty said.

Penny didn't have the patience for anything else. "Go!"

The third and fourth rooms passed by. When the victims from the fourth room were running towards the elevator, Rogers beckoning them over so he could break their cuffs and get them in, they heard gunshots from above. The lights on the elevator suddenly went off. Two of the victims shrieked.

Snarling, Penny activated her comms. "What the fuck is going on up there?"

"Brunetti's goons took out the elevator," reported Romanoff.

"I'm working on getting over there," said Stark.

"How many goons are there?"

"A lot," huffed Barton. "They're like termites. Keep coming out of the woodwork."

She wasn't so sure about that. This wasn't the Tracksuit Mafia, and if Brunetti was in the building...

"Do I have to do everything around here?" she muttered. Louder, "Kitty, if I throw us – "

"I can do it," they confirmed.

Penny grabbed them around the midsection, pulling them tight. Over the heads of the other victims, Rogers' eyes widened. "Spider-Woman – "

She didn't give him a chance to protest any further.

Jumping up, she and Kitty phased through the ceiling as the mutant used their powers. They landed on the floor of the boiler room, since neither of them wanted to risk getting stuck in the ground, then repeated the process.

They came into the laundry room. The maid hiding in the corner, her hands placed over her neck, shrieked. "¡Calma!" Penny said. "¡Todo está bien! Soy Spider-Woman. ¡No te voy a lastimar!"

The woman didn't calm down.

Gunshots continued in the background. "Stay here," she told Kitty, heading for the hallway.

Kitty scoffed. "I can help!"

"You've done more than enough," Penny retorted, briefly turning around to gesture to the maid. "Help her, please."

The main lobby was a battle scene. All of the windows were broken, with glass covering the floor. Stark, Romanoff, and Barton were doing as best as they could with trying to knock out the bad guys, as they did keep on coming, including from the outside – it seemed her earlier assumptions were not wholly correct, as they were all geared up. Whatever. Romanoff and Barton were dodging bullets seamlessly, but it looked like the efforts to bring them all down were being halted by three men in particular. Mutants.

Betraying their own kind, she thought, seething.

She went after the one with telekinesis first. He saw her coming, tried to throw a chair at her, but she caught it in midair and threw it down. She pounced on him, wrapping her legs around his neck, and brought him down to the floor. With a punch to his head, he was knocked out cold.

"Spider-Woman," Stark said.

She felt her spider sense tingle and heard a bullet whiz past her, but it missed. Turning around, she saw that Romanoff had tackled the second mutant to the ground, who could control metal. Idly, she wondered if he was another one of Magneto's kids, as she knew through the grapevine he had more than he could count, but...no. For some reason, she didn't think so. Just another jerk with similar powers.

"Stark, get to the elevators!" she shouted.

"On it."

He landed on the ground and darted off towards them.

The supply of goons seemed to have stopped. There were only six people conscious (or alive) in the lobby: her, Romanoff, Barton, the third mutant, and two more goons. With two well-placed arrows, Barton tasered the other two. Now there were four.

He didn't try to do the same with the mutant, and she soon saw why. Taking off his helmet, the mutant revealed his skin to be like igneous rock, with the cracks looking to be made of magma. He gave a feral grin. "Finally, a worthy opponent!" he howled, his accent thick. Russian. "The Woman of Spiders!"

"It's Spider-Woman, dude," she returned.

"Spider-Woman." He shrugged. "Same difference. The boss told me I was supposed to fight you."

Boss? "You mean Brunetti?"

His grin widened. "I mean, The Boss."

Cold seeped into her extremities.

Emiliana Brunetti was not the type of person to answer to anyone. She had her associates, like Kingpin and Madam Masque, but she was her own boss. She had to be, since Dolce Morte was so widespread.

So the fact someone had seemingly managed to get her under their thumb...

The mutant lunged after her. Penny was able to sidestep him, dodging his blow, but the man was like a bull. He spun around and then came after her, swinging again.

She was able to avoid him a second time, but the third she was not as lucky. Pain blossomed from her stomach as she collapsed to the floor. She coughed, gagging, feeling like she was going to puke. It felt like her organs had been displaced.

"That's all you can do?" the mutant laughed. "I thought you were better than this."

With a well-placed kick, she got him to stumble. Penny stood up, ignoring how she could taste her own blood, and glared at him. "Oh, believe me," she spoke, choosing to echo Rogers' catchphrase. "I can do this all day."

Romanoff tried to intervene, but Penny stood in front of her. There was a black eye already on the female alpha's face, and the omega hated to think what other injuries she had to have if she'd already tried to face off with the mutant.

The woman growled. "Spider-Woman – "

"Stay back!" she insisted.

You're not going to end up like Harry. You're not.

She and the mutant danced around each other. When he came after her, she jumped on top of him, using his back as a springboard. Flipping in the air, she landed in front of him as he turned around, and punched him in the face. Her hand ached from it, like she'd fractured her knuckles, but she didn't care.

He tried grabbing her around the throat, but she ducked and kneed him in the groin. It didn't do anything to him, and she could hear Wade saying in her head because of it, "I feel sorry for his wife!"

It did do something to her. She heard her kneecap crack!

She gritted her teeth. Fuck.

Penny needed an upper hand here. She couldn't keep on attacking him like this when his skin was so impenetrable, not if she wanted to break every bone in her body.

"Spider-Woman!"

Barton fired an arrow about five feet above her head. She jumped up to catch it, grabbing it by the thicker black section of it, made of rubber. It was another one of his taser arrows. Idea time.

The mutant smirked. "You think that'll work?" he questioned. "Your friend's tried using that already!"

"I think I've got a shot," she answered cryptically.

They fought for a few more minutes. Between his skin and his fighting abilities, he was a hard opponent. More difficult than the Chitauri had been.

Finally, she saw her opening. As he went to slap the side of her head, she shoved the tip of the arrow into his eye, not enough to go all the way to his brain. He started screaming immediately, as the electricity coursed through his body, his brain taking the brunt of it despite her decision not to push the arrow all the way through. She backed away as he fell to the floor.

Penny knew he was going to die, because of her actions. There was no way anyone, even her, could survive an injury like that. But she found it hard to care for him as she stood over him, considering his crimes. She grabbed him by his bulletproof vest, pulling him up. "Who is your boss?" she demanded.

The orange eye that didn't have an arrow in it was unseeing. He said nothing.

Well, with his brain damage, she hadn't exactly been expecting an answer.

"Spider-Woman," Romanoff said, approaching her from behind.

Penny ignored her. She decided to ask one more time, "Who. Is. Your. Boss?"

The mutant must not have been as brain damaged as she'd thought, although he was still dying. She could hear his heartbeat slowing down, ready to stop.

His lips barely moved, his voice only audible to her. "Heil...HYDRA," he said.

And then he was gone.

Word Count: 4,630

Next Chapter Title: don't lose your head