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: Welcome back! Still don't have too much to say, although I will assure you that we will be picking up the pace a bit after next chapter, and I am excited for that! :)

Oh, and a CW: panic attacks and high anxiety abound in this chapter. Penny lives a very high-stress life, even when she tries to act like she doesn't.

As always, I hope you enjoy. Until next chapter,

~TGWSI/Selene Borealis

~hometown glory~

~chapter 3~

Penny's "apartment" in Queens was actually one of the former units in a small brownstone building that had been abandoned and honestly probably on the path to being condemned until she had come in to save it. She'd modified her web fluid to repair the support blocks that had been damaged over the years, making the fluid permanent instead of dissolving in a few hours and even stickier. It'd been working so far; only time would tell if the building collapsed on her one day and killed her.

...Don't worry, she was kidding.

(Mostly.)

The apartment building didn't have electric, but she'd gotten herself a small, indoor generator to hook her unit up to in the basement. She only used it when she was home; thus, in order to get the power on, she had to go down to the basement to turn it on.

As the generator roared to life, she winced, putting her hands over her ears as she hurried away.

Damn, that would never be something that she would get used to.

Upstairs, on the third floor, where her unit was, she opened the door and set her bag down on the floor. She didn't turn on the lights, both because she didn't have any and because it would've risked her being discovered, but that was okay; it wasn't like she needed artificial lights to see. In fact, if anything, she was probably preventing herself from having too many sensory overloads by not using them.

...Whatever. That excuse sounded feeble even to her own ears.

Her breath hitching as she sighed, she closed the door behind her. Her unit had been a studio apartment, which made sense; it wasn't like she needed a much bigger area. The kitchen had a mini fridge and camper stove that she used in lieu of the actual fridge and stove. The main room had her nest, because she didn't know what else to call a mattress piled up with pillows, the stuffed animals she'd been able to take with her before Ben and May had called the police on her that morning after the spider bite, and her various blankets. It certainly wasn't a bed, as the frame only kept it off the ground enough to prevent mold from forming on it.

The main room also had a coffee table where she could eat, her space heater, and a plethora of her sketches serving as wall decorations. The bathroom connecting to it was the only part of the building besides her kitchen sink that she allowed the water to go through unless it was the dead of winter, in which case she didn't want the pipes to freeze and explode. It was lucky enough for her that the building still had plumbing (though the hot water tank didn't work, so she usually got her showers at one of the gyms in the city), and she didn't want to do anything to mess that – it – up.

Because, yeah, sure, it wasn't much, but it was her home, and it had been for the past year. And things for her were much better here than they could've been at any of the other places for homeless people in the city – or even worse, a foster home.

She knew that most foster homes probably weren't that bad, but with her luck?

Yeah, no thanks.

The tears ran down her cheeks, hot and thick and ugly, as her shoulders shook with her stifled sobs. She'd never been one for quiet crying before the spider bite; she remembered reading somewhere that people only cried quietly because they thought that no one would listen, or didn't want anybody to hear.

Which both things were true with her, she supposed. But in the context that she had seen, they were more because of abuse and neglect than anything else. And she'd never been abused or neglected.

Well, unless you counted him and what she'd done briefly after –

"Shut up!" Penny cried. "Shut up, shut up, shut up!"

Her mind didn't really, but it tempered down some. Going over to the battery-powered clock on hr kitchen counter, the one surrounded by the three photos that she had – one of her parents, one of Ben and May, and one of Ned – she set the timer on it for five minutes.

Five minutes to cry. Then she would put herself back together.

God, why couldn't she just be normal? Almost everybody else in the world got to be! Why had she had to have been bitten by that radioactive spider? Why had everyone in the world been forced to forget her, with all evidence of her erased to boot? Why couldn't she be at Midtown School of Science and Technology right now with Ned like had been planned, since their middle school had been one of the direct feeders into the high school, doing simple things like homework and Academic Decathlon and building LEGOs after school instead of whatever she could in order to survive?

It just wasn't fair!

...But nothing in her life had ever been fair, had it? Otherwise, her parents wouldn't have died in that car crash when she'd been eight years old. And Skip –

– This time, she slapped herself, cringing as the pain burned against the side of her cheek. "Don't think about him!" she told herself. "Just don't!"

When the timer went off, she was silently relieved. It gave her the opportunity to focus on something else rather than what was going on inside of her head.

Penny didn't have any food in the apartment right now, even though she knew she should've since winter was approaching soon and fast. Not feeling like going to Delmar's or anywhere else as Penny Parker (not that anyone knew who that was), however, she got her suit out of the closet and went through the motions of getting it on. If she went to that one Chinese place in Queens, the place that she'd stopped an ongoing robbery at once, she could get some free food. They'd promised her that she'd be able to eat free at their place for the rest of her life...

Granted, that was precisely why she didn't like to go there often. It felt too much like she was taking advantage of them.

But she was hungry, and she was sad, and she was tired, and all she really wanted right now was some spicy beef and broccoli with some crab Rangoons and maybe an egg roll on the side...

Her decision made, she went back down to the basement to turn off the generator before going on her way, the promise of hot and delicious food making her perk up, just a little bit.

The next morning, though she was able to get breakfast with her remaining money (she'd left a decent tip to the owners of the Chinese restaurant when they hadn't been looking, and knowing them she was probably going to be handed back that money if they realized what she'd done the next time she went. But that was for her later self to worry about, not her current one), it meant that she was now down to nothing but her emergency funds. The funds consisted of $250 stuffed in her closet, and as their name stated, they were only supposed to be used in an emergency. Like when she was injured or something, she didn't know; she didn't like to think about the possible situations that would require using them.

Thus, it was time for her to make her buck.

She went back to the apartment and put the latest things that she'd saved from dumpsters and repaired in her bag – a StarkPhone (the luckiest of her finds, and damn, who was throwing out their StarkPhone?), a DVD player, and some speakers of various sizes – and went on her way to the shop that she always sold to.

The owner of the shop, Mr. Castillo, was at the cash register when she walked on. His fingers were twitching, though; he was probably in need of his smoke break. "Ah, there she is," he said as he watched her, smiling. "¿Penny, por qué no estás en la escuela?"

It was the question that he always asked her when she came in on a school day.

Her answer was always the same:

"Es feriado, señor Castillo."

He snorted. "No, it's not."

She grinned. "My parents say it is."

"Yes, well, your parents are estúpidos, making a girl like you work instead of going to school." His eyes turned appraising. "What do you got, señorita?"

That was what she liked about Mr. Castillo. He cared about her, but he knew from his own experience and living where he did in the city that life wasn't always fair. Sometimes, even geniuses (not that she was one, she would insist on that) couldn't go to school, because they had to do what they had to do.

He'd just assumed that she still had a family that needed her to supplement their income for whatever reason, and she wasn't going to correct him there.

Penny put her backpack on the floor, opened it up, and took out the items and put them on the counter. Mr. Castillo whistled as he saw the StarkPhone. "That sure is something," he said. "And it's the second latest model, too."

She gave another beam. "I know."

He surveyed everything, then gave her his estimate: "I'll give you $300."

"$350," she said.

He didn't even bother to try to fight her on this. "Deal."

The money wasn't a lot, but it would last her for at least a week. Hopefully more like a week and a half, but she knew it was better to set her expectations low. That way, she wouldn't be disappointed.

Mr. Castillo rang her up and gave her the cash. She stayed for a couple hours longer, because she had a deal with him in fixing his customers' phones, although she was a freelancer. He made her go in the back for this, so that she wouldn't be caught being a truant and he wouldn't be caught for technically letting an underage person work for him.

The work was slow. She only made an extra twenty-five bucks, which was twenty-five bucks more than she'd had. But it kind of sucked when she could have been using her free time for Spider-Girl instead.

"Adiós, señor Castillo!" she called out as she left the shop.

"Adiós, niña," he said. "And stay in school no matter what your parents say! I don't want to see you here during the school hours no more!"

They both knew he would still let her in anyways, which was why she gave him a cheeky smile in return.

She found the nearest decent alleyway and ducked into there, taking out her Spider-Girl suit – she'd stuffed it in a different pocket so Mr. Castillo wouldn't have seen. Like everything else in her life, it wasn't much: really, it was just a Spandex onesie. But, she'd made it herself, and she loved it.

No, she adored it.

Penny got herself lunch as Spider-Girl and then went on patrol. She got a few comments like Mr. Castillo's, because everybody knew that she was just a kid. It wasn't for a lack of trying. She'd tried really hard in the beginning to make people think that she was college-aged at least, but she'd never been successful. Whatever.

Patrol was mostly uneventful. It was the same-old, same-old, as had been the night before's.

Around four o'clock, she found another alleyway to change in, this one in Forest Hills. It was close to Delmar's, and she whistled to the tune of a song she'd liked to listen to before the spider bite as she walked:

"...Can't let you know what's been happening. There's a ghost in our home, just watching you without me. I'm not here..."

To be fair, the song wasn't one that she had actively sought out on her own. Kate Bush was one of the artists that Ben and May had liked to listen to, along with Fleetwood Mac, Stevie Nicks on her own, Peter Gabriel, Billy Joel, Elton John, and etcetera.

But there was something about Watching You Without Me that was just so darn relatable.

Wasn't she the ghost that everyone ignored? Wasn't she the one that they didn't see or listen to, though through no fault of their own?

...Strangely, however, as she walked down the streets, Penny felt that tingle at the back of her neck which sent the hairs on the back of her neck on end, that shiver that went down her spine.

That was what she called her spidey sense, for lack of anything better to name it. "Sixth sense" just made her think too much of the movie where the detective didn't realize he was dead until the end, and she was not dead, thank you very much. She knew that she was alive from how other people interacted with her, even as a part of her always wondered what the difference between death of the body and death of the person was, and she had in fact thought about killing –

Her spidey sense wasn't going off that bad, barely alerting her of the problem. That informed her that she was probably being watched, but that the person watching her probably didn't mean to approach her, much less harm her. It was funny how her spidey sense could alert her to something like that; she'd never really been able to figure out the mechanism.

Penny tried to look for whoever was watching her – indiscreetly, of course. But wherever they were, she couldn't definitely spot them. Nobody on the streets looked that suspicious.

...Maybe they were that woman on the other side of the street, with a hat worn over her dark brown hair and sunglasses over her eyes. But nothing about her seemed threatening.

Appearances, however, as Penny knew, weren't everything.

While the feeling of being watched didn't really go away, she was able to get to Delmar's without issue. Mr. Delmar smiled from ear to ear at the sight of her, much like Mr. Castillo. The two of them really were similar, their different ethnic backgrounds notwithstanding. "Ciao, Penny! Come va?"

"Va bene."

"Vuoi il tuo solito?"

"Sì, grazie."

Mr. Delmar turned his head towards the back. "Michael, hai sentito?"

"Yes, I did!" his nineteen-year-old son, who worked here part-time as he went to St. John's University on a prestigious scholarship, huffed. Penny knew where part of his frustration was coming from: he wasn't fluent in Italian. He could understand it, but he couldn't speak it.

She almost felt bad for him, but it wasn't often that she got to practice her Italian outside of talking with Mr. Delmar, and nor did she want to lose the language. She was proud that she was fluent in three languages, Spanish because of self-study, and she wanted French to be the next one.

"'Sides," Michael grumbled. "Not like she doesn't always get the same thing."

With his back turned towards his son, Mr. Delmar felt no qualms in rolling his eyes.

Giggling softly, Penny went over to Murph, the shop cat. He purred as she gave his belly some scritches. "Come va, Murph?" she whispered.

He meowed back.

She and Mr. Delmar chatted until Michael had finished her sandwich. They didn't talk about much, as like Mr. Castillo he believed that she was in school, and the answers that she could provide him were only noncommittal ones. But he didn't mind.

"Make sure you stay in school, Penny," he told her towards the end, also like Mr. Castillo. "Otherwise, you'll end up like me."

Penny looked around. She held out her arms. "What you have doesn't seem so bad."

"Sì, that's what you think."

Once she'd finished paying for the sandwich, a bag of chips, and a soda (which she only got after she got paid again), she said her goodbyes to them and went on her way.

Unfortunately, this meant that the feeling of being watched returned. Her observer must've waited while she'd been in the shop.

She paused about a block down the street from it. Her eyes once again scanned her surroundings.

Nothing.

A shiver of fear swept through her. It wasn't a good thing if somebody had been watching her for this long. It hadn't been good before, either, but she'd been willing to ignore it.

What if she had been reported for truancy, despite not having an identity? What if the cops or CPS had realized she was a homeless kid and were trying to figure out her movements before they forced her into foster care?

What if – ?

No!

Penny clamped her mind down. It was much easier now with the adrenaline running through her veins than it had been last night.

She knew this city like the back of her hand. Her would-be-stalker wouldn't be able to follow her for long.

Ducking into a third alleyway, she turned the corner into a fourth and began to pick up her pace. The alleyways were like sections of the labyrinth for the city: they were hard to navigate because there wasn't really a map for them, you had to know the way like she did, following a thread of yarn that only you could see.

Not even the Avengers had anything on this for her, she'd bet. They were her personal heroes, but they didn't patrol the city all the time like she and some of the other vigilantes of the city did. But those other vigilantes didn't patrol the entirecity like she did, either.

She didn't dare to look behind her as she rushed through the maze. Aunt May had always told her that was a fatal mistake. Unless you heard footsteps behind you – which she didn't, not really. In fact, the feeling of her being watched was decreasing with every step that she took – you did not turn around. Keep your head straight and only look in your periphery. Use a smartphone to your advantage, turning on its screen camera. Find a weapon in your purse or pockets, even if it was something as simple as a car key. Be prepared to fight and get out alive, whatever the cost.

(Ben hadn't approved of May teaching her these things. May had returned that, after everything, she wasn't going to let Penny be helpless.)

Images appeared in her head. Some of them were real, some of them were not.

All of them were of what she feared the most.

When she finally stopped her running through the city's labyrinth, coming out on a street ten or so blocks from where she lived, she was panting again for multiple reasons. It was only now that she turned her head to look behind her, the urge becoming too much now that she was so close to safety. She figured May would've forgiven her of this one transgression, if May had still remembered who she was.

Behind her there was nothing except for the brick walls of the buildings, trash that hadn't been taken care of in years, and a suspicious-looking puddle that she'd instinctively darted around instead of stepping in. The feeling of being watched was gone.

But that didn't mean that she felt completely safe.

Penny went back to her apartment building. This time, she went up to her unit first, placing the bag with her food on the counter. She didn't want it to smell like the gasoline from the generator.

Once she had come back upstairs from turning her power on, she closed the door to her unit behind her, letting her head smack! against its hard surface. Her bottom lip was trembling.

So was the rest of her body.

What had all of that been about? Had her earlier suspicions been correct? She wasn't sure that she wanted to know.

No, was her quick conclusion. She didn't.

She wouldn't.

She couldn't let this experience happen to her again. Extra vigilance would have to be required over the next few days, more than she had ever paid before. Penny would have to make sure that she went out as herself as little as possible. Just because nobody remembered her, it didn't mean that the world had become less dangerous for her.

If anything, as she knew well, it had become even more so.

. . .

. . .

Thankfully, as it would turn out, Spider-Girl would offer her more than a good alternative for her goal.

But in the meantime, Penny went over to the clock on the counter and set the timer.

Five minutes.

Word Count: 3,465