A/N: And in this chapter, we not only see Penny's first day of school, which references a couple of pictures from KCruzer, one of which is another comic page for "The Incredible Growing Penny", but also a different piece with a similar subject, but also Dr. Claw's latest scheme.

Disney's Inspector Gadget

"The Incredible Growing Penny"

Chapter 3: 1st Day of School/Operation: RAMPAGE

At the new school, Penny first opened her new locker, ready to put some of her stuff in, unaware that a few students, namely bullies (one of which had a small, yellow-colored mohawk while another had messy salmon-colored hair and some missing teeth, and a third had a bald head with torn sleeves and a blue, sleeveless jacket), judging by their smug looks, took notice of her.

"Hey, look. It's the new kid.", one student said.

"The perfect target.", the leader smirked before walking up behind her.

"Boo!", the leader shouted from behind Penny, who squeaked loudly in fear.

In reaction, her body started to grow slightly as her watch beeped in alarm.

"Easy, Penny. Calm down... White, sandy beach...", Penny said, calming down enough to shrink back down as the leader and his two cohorts laughed.

"We got you!", the leader chuckled.

"Ha-ha. Very funny.", Penny glared.

"Come on, girl. We're just messing around.", the leader said.

"Yeah. Just messing around.", the 2nd cohort added.

"Uh-huh. Who are you guys?", Penny asked with an unbelieving glare.

"Okay, let's cut to the chase. I'm Butch. And this is Greg and Kevin.", Butch introduced.

"'Sup.", the two said in unison with smirks.

"So, you must be the new kid on the block.", Butch guessed.

"So what if I am?"

"Oh, don't mind us. Just teaching you a little lesson about societal hierarchy. Later, dweeb.", Butch said as he and his two friends chuckled while walking away, leaving a sour taste in the young girl's mouth.

"Those horrible bullies...", Penny said, miffed with their behavior.

Later, in health class, the teacher was speaking to the class.

"All right, people, listen up! This is the wheel of good eating, each spoke is a different food group, meat and beans in moderation, grains, preferably whole grains, bread, cereal, rice, and pasta.", the teacher said.

Still, as much as Penny knew she needed to focus on schoolwork, in which she has done a decently fair amount so far, she kept thinking back on the dream she had. Most of the time, people seem to forget the dreams they had. But for whatever reason, Penny hasn't.

"I still can't believe that dream I had. I can understand the feeling whenever I grow now, but... what other reason is there?", Penny thought.

But once Penny thought back on how she grew in her dream, she started to grow again. It wasn't for very long, though, fortunately, as her watch beeped before Penny gasped and stopped growing, causing the watch to stop beeping.

"Phew... That was close.", Penny sighed.

Of course, the growth spurt left her a 1 foot or 2 higher than normal, much to everyone's surprise, including the teacher.

"Penny! What has happened to you?!", the teacher asked in surprise.

"Uh..., growth spurt?", Penny asked.

It might've been a long shot, but then the teacher noticed an apple that fell out from her lunchbox when her table jarred earlier on account of her noticing her recent growth, giving at least some supposed idea.

"Aha!", the teacher exclaimed. "Do you mind if I present this apple as an example?"

"Well, sure, Mr. Lebowski. Be my guest."

The teacher then picked the apple up.

"Pay attention, class. Every year, there's one committed person like her that takes the curriculum to heart and applies it. Here's what a balanced diet looks like, people. Don't avert your eyes! Look at it!"

Naturally, most of the class was surprised, nay, impressed with Penny's current height.

"Guys, it's nothing to get excited over."

"Have you been exercising? Yes or no?", Mr. Lebowski asked.

Thinking back, Penny has done some fair bit of running in missions she and Brain helped Gadget on every time.

"Well, I have been running on some days.", Penny replied.

"How's your reaction time?", the teacher added.

"Oh, it's okay. I think."

"You've had one of these growth spurts, didn't you? Don't bother to answer. I have witnesses!"

"Like I said. It's nothing to get excited over.", Penny said.

"And your clothes are getting a bit snug, huh?", Mr. Lebowski guessed.

Penny blushed as she suddenly grew again, but only by a few inches to the point that small tears formed on her clothes all while her small stomach was now visible between her shirt and pants.

"Well, maybe a little bit, Mr. Lebowski.", Penny blushed.

Most of the class was either in awe or laughing with Penny's reply. But the only one who wasn't either of those things was Butch. He was mad.

"Oh, no, she didn't..!", Butch glared.

Later, throughout the rest of the day, Penny did her level best to keep her new height consistent and no more noticeable than it already is. But that was a task that proved daunting, though not impossible. First, during gym class, Penny wound up having her pig tails pulled by the boys, mainly by Greg and Kevin. Butch would've pitched in, but he was still in a sour mood, even back in Health Class ever since her growth spurt.

"Ouch!", Penny yelped.

The two laughed, but saw that Butch still wasn't smiling since Health Class.

"Oh, this isn't working.", Greg said before he and his two friends left.

With the coast clear, Penny growled and grew bigger again, almost out of her gym clothes, in fact. Fortunately, Penny noticed this and managed to get her bearings before they could come off and shrink back to normal with a sigh of relief.

Next up, at lunch time, Penny heard some girls laughing nearby as they went over to her.

"No wonder why everyone calls you Penny. You're as flat as one. But then again, your little growth spurt should make up for that.", one of the girls, named Karen, jerkishly stated before leaving with laughter, the others laughing with her.

This left a sour taste in her mouth as she growled and was about to grow again, her watch beeping in alarm and making her gasp before she then shrunk down to how she was moments ago.

"Whew... That was close. She has no idea how right she was about my growth spurt, though.", Penny said. "And I'd rather try to keep it that way."

Later, as school was ending, Penny had some thoughts about her recent growth spurt in Health class with a blush.

"Honestly, I'm getting embarrassed just thinking about how I'm enjoying this a lot more than I normally should.", Penny blushed.

Suddenly, a voice called out.

"HEY!", Butch shouted.

Then, Penny turned around and saw him, Greg, and Kevin.

"Not him again...", Penny groaned.

"Where do you think you're going?", Butch asked.

"Home? Which is where you should be going, too.", Penny said, quickly becoming surprised over what she just said with Butch just as baffled.

"Oooh!", Greg and Kevin said in unison.

"Way to roast him, lady.", Kevin said before Butch growled.

"Look, you think that just because you had this little 'growth spurt' in health class that you're tough, huh?! Well, let's see how tough you are when I bash your face in!", Butch growled.

Under normal circumstances, she'd be afraid. But whether it was her experience with every mission she and Brain went through up to now or the growth serum coursing through her, she was more miffed than afraid. If anything, compared to the MAD Agents, he was nothing.

"You know what? You wanna fight me? Go ahead. But I'm going on record to say, I'm not interested.", Penny said.

"You think you can just ignore me?!", Butch shouted.

Then, he tried to lay a hit on her.

The moment he swung, though he felt no impact. If anything, it was a literal swing and a miss on account of Penny dodging him casually. He tried to attack again only to miss two or 3 more times before he wound up missing her, but hitting the rail with his foot. This impact made him yell in pain before tumbling into a bush, The fight was already over and Penny barely had to lift a finger. All who was watching was in awe.

"Like I said. Not interested."

It was right then that the Gadgetmobile arrived.

"Hey, there honey. How was school?", the Gadgetmobile asked.

"Let's just say it was a mixed bag, Gadgetmobile.", Penny said as she entered before it drove off.

"Okay! I guess we'll just... call it a draw...!", Butch said, both hurt and exhausted before collapsing, much to Greg and Kevin's worry.

Meanwhile, Dr. Claw, having set up a new chateau on the island, was laughing as maniacally as ever as he was now speaking to a sort of corporate CEO.

"Thank you for calling on such short notice, Mr. Grime.", Dr. Claw thanked, grooming MADcat.

"The pleasure's all mine, Dr. Claw.", Mr. Grime responded.

"Tell me. What project do you have in mind?", Dr. Claw asked.

"Well, Dr. Claw, as far as everyone else knows, we're working on a new soda product called, 'Grime Cola'. But what they DON'T know is that the soda has a chemical inside it. That chemical causes a reaction capable of transforming whoever drinks it into a gigantic, primal beast. Hence the term, 'MADimals'.", Mr. Grime responded.

"Oooh! I like the sound of that, Mr. Grime. We could make quite the team.", Dr. Claw smirked, despite his face being obscured.

"Of course, before we can proceed, we must administer the formula to a test subject.", Mr. Grime said.

This intrigued Dr. Claw even further.

"How soon can we do this?", Dr. Claw asked.

"In 1 hour. Then, we can get started.", Mr. Grime said.

"Excellent! I can hardly wait...!", Dr. Claw said before laughing maniacally.

Meanwhile, Penny finally arrived at home from school, carrying the backpack as she entered.

"Brain! Uncle Gadget! I'm home!", Penny shouted.

"Hello, Penny! How was school? Any problems?", Gadget asked.

To answer, Penny took off her watch and sat down before she started to grow again. As she grew up until her head nearly touches the ceiling, her shirt and pants tore to the point that her shirt was now turned to a strapped shirt with one of the straps almost torn off, showing one of her actual pink straps and her pants ripped into rings with her underwear visible, surprising Gadget and Brain. Once the growth finished, Penny sighed in blissful relief.

"That's better... I could REALLY get used to this!"

"So, I'm guessing it wasn't a great day?", Gadget asked.

"Well..., not exactly, Uncle Gadget...", Penny blushed.

Moments later, Penny was telling her uncle everything that happened on her day.

"It's been like this almost all day. Some bullies kept pulling on my pigtails, I almost grew out of my gym clothes, and at lunch, the girls said, 'No wonder why everyone calls you Penny, you're as flat as one'!", Penny explained before scoffing as she crossed her arms with a cute pout while Brain patted her in the back, barking as if saying, "there, there".

"There, there. I understand. By the way, you said 'almost all day'. Anything else happen before then?", Gadget asked, patting her alongside Brain.

"Well, actually at Health class, I couldn't stop thinking about that dream I had. Before I knew it, I grew a few feet and inches. I needed to make this look as natural as possible with this one. Long story short, I think I made a good first impression there. Just not how I planned it...", Penny said bashfully.

"Wowsers. I think they did that because they were jealous. Jealousy can be an ugly thing, you know.", Gadget said.

"Yeah. I think the fact that he tried, and failed, to attack me kinda sold it. When I was leaving school, he went at me, but I dodged him like it was nothing the whole time. I wound up winning the fight without even actually fighting him. Not that I wanted to, anyway.", Penny said.

"So, your day's been a mixed bag?", Gadget asked.

"Yeah, Uncle Gadget. A mixed bag.", Penny replied.

"Well, Penny, just be glad you made it through the day; proud, even.", Gadget said, making Penny giggle.

Suddenly, a sudden thud came from the fireplace nearby.

"What was that?", Penny asked.

"My senses tell me it came from the fireplace.", Gadget responded.

Then, all three headed there and found Chief Quimby, all covered in soot.

"Chief Quimby!", Gadget and Penny said in surprise.

"So..., rough 1st day at school, Penny?", Quimby asked.

"Well, mixed bag, actually.", Penny said.

"I see. Anyhow, I have a mission for you three.", Chief Quimby spoke, handing Gadget the letter as Penny looked over him to read it, too, which wasn't very hard to do at present.

"'We have reason to believe that Dr. Claw has landed on this island and has already set up a new base there. Now, he is plotting to mutate everyone into giant, rampaging monsters based on animals, called MADimals. Your mission? To sneak into Dr. Claw's new base, find out how he's going to do it, and stop him. Caution: This message will self-destruct.'", Gadget read, making Penny blush from the time she literally sent him flying away.

"Don't worry, Chief. We're on it.", Penny said, putting her watch back on and carefully pressed the right button to cause the mission suit to go over the torn clothes as if adding a new layer of clothing.

"Penny's right, Quimby. I'm always on duty. And with Penny's help, I'm sure Dr. Claw will not create any MADimals this day, or any other day!", Gadget assured.

He then handed the message back to Quimby before leaving as Quimby got blown up, much to Penny and Brain's chagrin as they cringed for him.

"Chief Quimby, are you okay?", Penny asked.

"I feel like this is going to happen all the time...", Quimby groaned.

Later, the trio, Penny now back to normal size, were on the streets when suddenly, the Gadgetmobile spoke up.

"There it is, Gadget! Dr. Claw's new home, dead ahead.", Gadgetmobile spoke before stopping near the bushes to avoid being caught.

"So, that's where Dr. Claw's latest hideout is.", Gadget said.

"You know what this calls for? Some good ol' stealth.", the Gadgetmobile said.

"Great idea. Penny, Brain, this will be a stealth operation. Until we find out what Dr. Claw is up to, no extreme action is necessary.", Gadget said.

"You got it, Uncle Gadget.", Penny nodded.

"Right!", Brain barked.

Later, the trio carefully snuck inside the building undetected through the main window just before spotting a crate and hiding behind it just as Dr. Claw spoke with Mr. Grime again, this time in person with a MAD Agent present, along with a supposed banner for a "Grime Cola Challenge" with two sodas up for comparison: a normal can of soda and a can of Grime Cola.

"Tell me, Mr. Grime. How does this experiment work?", Dr. Claw asked.

"You'll see. You, there. Go ahead and try Soda A.", Mr. Grime said to the MAD Agent.

"All right.", the MAD Agent said before drinking it.

After drinking it, he smacked his lips.

"Well, that's not too bad."

"Good. Now, this time, try Soda G.", Grime suggested.

So, the MAD Agent then tried Soda G as instructed before smacking his lips again. But this time, he gave an excited reaction to it.

"Wow! That's good soda! It's like there's a party in my mouth!", the MAD Agent spoke excitedly.

Suddenly, he gagged and started to go through a physical reaction, clutching his stomach. Before he knew it, he started to grow bigger whilst growing ape fur and becoming more like a giant, primal ape.

"Wowsers! That MAD Agent just turned into King Kong!", Gadget whispered as Penny and Brain both gasped.

"And the best part? After transforming, this MADimal will only obey you, Dr. Claw. One of your teeny little mind control chemical agents you provided me with for the soda should help take care of that.", Mr. Grime assured.

"Well, let's test it then... MADimal! I command you! Sit!", Dr. Claw ordered before the MADimal then sat down, causing the room to quake for a moment.

"Now, stand up."

The MADimal stood up.

"Uh..., smash a hole through the wall!"

The MADimal then demonstrated its strength, breaking through the wall once. Dr. Claw was impressed.

"Excellent! How many more of these sodas are ready?", Dr. Claw asked.

"Well, that's easy to answer. We've already made thousands of these sodas, enough to cover the whole island.", Mr. Grime grinned, showing on the monitor the many shipments of Grime Cola about to be shipped out via garage.

"A mutating drink like this will make us invincible! There will be no one to stop us! And I know the first target to destroy! Gadget! He shall tremble before the might of Operation: Rampage!", Dr. Claw shouted before both he and Mr. Grime laughed.

"We better find those sodas and stop those shipments.", Penny whispered.

"Luckily, I know of a few ways to make a short-cut.", Gadget assured, looking out the window. "Go Go Gadget Trampoline."

Then, Gadget set up a trampoline from above, placing it on the ground.

"Follow me.", Gadget whispered.

Penny and Brain followed Gadget one at a time as he jumped off the window first where the Gadgetmobile saw them.

"You guys got any dirt?", Gadgetmobile asked whisperingly.

"Dr. Claw and Mr. Grime are going to mutate the whole island into giant monsters with Grime Cola!", Penny replied.

"Grime Cola?! Giant Monsters?!", Gadgetmobile reacted in worry.

"Oh, no, they aren't, because we're going to stop 'em. And I have just the Gadget for the job. Go Go Gadget Stealth bombs.", Gadget said before his hat opened up with a hand popping out and gifting 30 mine-like bombs (10 each) to the trio and a remote detonator for Brain.

"EMP Bombs. Of course! All we have to do is to hook them up to the trucks from below. When they're all set up, the bombs will give off an EMP wave that will shut all of them down when detonated.", Penny stated.

Brain nodded as he held out the detonator.

"We'll each take 10. This way, they'll never notice until it's too late.", Gadget stated.

Soon, all 3 were near the open garage door, sneaking inside to discover inside, shipment after shipment of Grime Cola getting ready to be shipped.

"It looks like those trucks are almost ready to ship that nasty contaminated beverage!", Gadget whispered.

"Oh, no.", Brain barked in worry.

"Don't worry, Brain. We just need to stop those trucks from delivering the soda.", Penny assured.

"Exactly, Penny."

With that, the trio snuck by without being seen and Gadget carefully placed each EMP bomb beneath each truck up to the 10th one.

"All clear.", Gadget whispered.

Meanwhile, Penny was doing the same as well, being mindful of her growth abilities to be sure they don't kick in at the worst possible time all the way up to the 20th.

"All clear.", Penny whispered.

As for Brain, he seemed to be doing good, too. But with one last bomb being installed on the 30th truck, the only one remaining that hasn't had a bomb attached yet, a MAD Agent suddenly spoke up.

"Hey, what are you doing here, doggy?", the MAD Agent asked, having caught Brain.

"Uh-oh!", Brain barked at the same time Penny and Gadget gasped upon noticing this.

"Well, well, well. If it ain't Inspector Gadget. Let's surround 'em, boys!", the MAD agent smirked before several more turned up, surrounding the trio.

"So much for stealth.", Penny sighed.

"Boy, are you guys in trouble, now!", a MAD Agent smirked with a chuckle.

"Actually...", Penny said before grunting as she then caused her body to grow up to 20 feet, her mission suit growing along with her, making the MAD Agents gasp upon seeing Penny grow.

"You're the ones in trouble.", Penny smirked.

The MAD Agents grew surprised, but nevertheless, they were determined.

"Get her!", one MAD Agent said.

But when they lunged for her and Gadget, Penny stomped near them, deterring them from trying, at least those trying to attack Penny.

"Fee Fi Fo Fent; I smell the bad stench of a MAD Agent!", Penny boomed, stomping her foot near the MAD Agents and causing them to be shaken as they barely leapt away and fled, earning the giant girl's laughter.

As for Gadget, the remaining MAD Agents were swarming him.

"You guys! Seriously?! Come on. I know she's 20 feet tall, but... this is just embarrassing.", one of the remaining MAD Agents said, embarrassed with the others' response to a giant like Penny.

"Well, whatever. At least we can take you out, Gadget.", a 2nd MAD Agent said.

"Please. Allow me. Go Go Gadget Hand slapper.", Gadget said, releasing a big hand from his hat.

The big hand then slapped the MAD Agents out through a window, one of which landed near Brain.

"Let me guess. You have some kind of secret surprise of your own?", the 1st MAD Agent asked.

Brain only nodded his head in reply before pulling out a remote and pressing a button with said remote, causing the trucks to be drained, one by one.

"I just had to ask, didn't I?"

Of course, it eventually became apparent that only 29 out of 30 trucks were depowered.

"Wait... There's still one truck left. Outta our way!", the 2nd MAD Agent shouted, running for the truck as the 1st followed.

Penny and Gadget tried to stop the two MAD Agents, but they were barely able to get to the driver's and passenger's seats and get the truck running.

"I don't know how you fried the others, but you ain't gonna fry this one! No way!", the 1st MAD Agent said before driving off.

Penny was about to go after them, but Gadget stopped him upon noticing something of vital importance.

"Hold on, Penny. Look.", Gadget said, pointing toward a lone, unopened can of Grime Cola.

Seeing this, Penny saw Gadget's point and shrank back to normal.

"Of course! If we can figure out how to make an antidote from this, we can cure everyone who's turned into MADimals.", Penny realized.

"We'd better take this to Dr. Slickstein. He might figure this out.", Gadget insisted.

"Right!", Brain barked in agreement.

Then, the Gadgetmobile turned up.

"Well, let's hurry on up and mosey on back! The sooner we get back, the sooner we can get that miracle worker started!", the Gadgetmobile said.

A/N: Looks like only 1 of the trucks managed to make their shipment after all. Let's hope that the antidote can be procured in time before things get too out of control. Or worse... In any case, in this chapter, here are a few guest starts.

Will Friedle - Butch

Greg Cipes - Greg

Scott Menville - Kevin

Patrick Warburton - Mr. Lebowski

Eden Riegel - Karen

Kevin Michael Richardson - Mr. Grime