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The bras are a consistent problem.

The suit is tight, which makes sense because it has to be, with the stunts she pulls on a regular basis now. Penny can get away with reinforcing the crotch of her suit and stuffing a sock down there to fill it, but hiding her breasts was a hell of a lot easier when she was just stalking the streets at night in an oversized hoodie. Even with her chest, which is only optimistically an A-cup, she has to wear two sports bras, one facing the right way and one backwards, when she's wearing the suit.

And since she's pretty much always wearing the suit under her clothes, well.

It's a good thing that the radioactive spider bite gave her super lung capacity and blood circulation, because that thing is tight.


After the third time Penny sees Gwen turn on her heel when she sees Penny coming, Penny gets the sense that Gwen might be avoiding her. Penny has to remind herself that it's probably only fair, after the several-day-long cold shoulder that Penny gave her, but it still makes something in her stomach twist every time it happens. Partly because she's still not really sure if being around Gwen is for the best – not when Penny can look back and see a long string of people who've taken the hits that were meant for her – and partly because every time she sees Gwen, she's reminded how damn unfair it is that Captain Stacy is dead.

So whenever Gwen turns away, Penny lets her go, and gets extra sarcastic to whoever has the bad judgment to try to mug someone that night.

"Seriously?" says Penny that night, pitching her voice low the way she always does when she's masked. One thwip later and the mugger's gun is halfway down the alley, and there is a gratifyingly oh-shit expression on his face. "Has the memo not gone out yet? You go for violent crime in this neighborhood and you get mocked. That's how this works."

"You're - " says the mugger.

"Yes," says Penny. "I am vengeance. I am the night. I am...definitely getting sued for copyright infringement."

She webs him to the wall, and then turns to the near-victim, who shrieks in terror and runs away.

"No, please," says Penny, raising her voice after him so he can hear. "There's no need to thank me. It's my civic duty." She shakes her head at the mugger and gestures after the near-victim. "Kids these days – no sense of gratitude, am I right?"

He curses at her, creatively.

"Oh, get off my lawn," she says. It makes her feel a little bit better.


Penny told Aunt May that she's been practicing bigger stunts with her skateboard because she wants to try out for the X-Games, and that's how she keeps hurting herself. Aunt May clearly didn't believe her, but it at least has redirected from the abusive-boyfriend hypothesis. (Before that it was an eating disorder – apparently Penny's increased caloric intake due to the whole spider-metabolism didn't go unnoticed, and Penny opened the bathroom door to find Aunt May listening for vomiting more than once. After that Aunt May sat her down and said that she had read about something on the internet called cutting and she was getting concerned about Penny, which was when Penny realized that the long sleeves to hide the suit were a situation that would have to be dealt with.)

But at least Aunt May is neither surprised nor upset when Penny comes home late anymore, as long as it's a relatively decent hour. At first Aunt May tried to just serve dinner later and later, until finally Penny gave in and started eating before going back out. There is a preponderance of meatloaf in Penny's life at the moment, and while it's terrible, it's at least familiar in its terribleness.

"This is really good," says Penny, through a mouthful of meatloaf for extra emphasis.

"Thank you, dear," says Aunt May. "How was school? Are you still doing schedules for next year?" Penny nods at her rapidly-clearing plate, and Aunt May says, "Have you thought about taking a photography course?"

Penny looks up, not sure how to respond. She swallows her last mouthful. "I thought you liked my photography."

"I do," says Aunt May. "That's why you should take a class for it. Besides, then you'll be able to do it during school hours and use the school's materials."

This is dangerously close to a subject that Penny's been reluctant to breach. She looks back down at her plate and it takes a moment to be able to force the words out, even just to Aunt May. "I could – if you need me to stop buying film...I know things aren't as – since Uncle Ben..."

Aunt May sighs. "We're never going to be eating off solid gold plates, if that's what you're asking, but we're not in that bad shape. Besides, your pictures make you happy. That's what's important."

Aunt May smiles at Penny, and Penny's stomach does its now-usual squirm of guilt. Penny has savings built up – if you're willing to hardwire everything from dime-circuits, even a tech addiction isn't that bad, and several years' worth of carefully saved allowances has been funding her ever-increasing OsCorp bio-cable needs – but it's been reduced enough that even though she's been thinking about foregoing her allowance, she can't do that and be Spider-Man at the same time. Unless she wants to start running away from crime scenes instead of web-slinging and, well, that's kind of a trademark now. It's her thing.

So Penny just looks down at the plate and says, "If you're sure - " and Aunt May says, "I am," and Penny lets the subject go. She files it with all the other guilts she's saving, small and large alike.


It's really not uncommon for people to think Penny's a boy, which is where she got the idea. She keeps her hair in a pixie cut, or what would be a pixie cut if her hair didn't do whatever the hell it felt like instead of laying flat. Her breasts are nearly nonexistent, since she's always had the physique of someone who spends too much time making poor decisions on a skateboard. (The "I fell on my skateboard" excuse wasn't always an excuse – usually it was just accurate.) Combined with the fact that her fashion tends towards layers and button-downs and sweatshirts, it's not an uncommon mistake at all.

So when she went into a dark alley to check for a star tattoo that first time and someone asked her what's your problem, man?

It wasn't particularly surprising, but it was a bit...inspiring.


Penny just happens to be swinging by Gwen's building, totally coincidentally and not at all deliberately because that would be stalking and stalking is creepy, when she sees Gwen on the roof. This is not unusual. Gwen is waving a bright pink shirt with increasingly exasperated movements, which is.

Penny swings closer, doing the tension and trajectory calculations that are second nature by now, and from the way Gwen is yelling "What, are spiders deaf?" assumes that Gwen is trying to get her attention.

She climbs up the building and over the low wall onto the roof just as Gwen is saying, "I've been standing here for like ten minutes and you didn't notice. You should have your stalking license revoked."

"I'm not stalking you," says Penny. "I just happened to be in the neighborhood. It's a big neighborhood, there's some crime, I'm a crimefighter - "

"Uh huh," says Gwen, but the way she crosses her arms is less confrontational than self-comforting. "You're getting really good at that."

"The swinging?"

"Yeah. It's crazy – every time you get to a downswing I think you're not gonna make it." Gwen says it with a smile weighted with real concern. "But then you do."

"Yeah," says Penny. Her voice is maybe a little faint.

"I've been thinking a lot in the past couple of days, about what you said, about the promises," says Gwen. "And I have a condition."

"Oh god, is it lupus?" says Penny, because she's never been able to keep her foot out of her mouth.

Gwen gives a little impatient half-sigh. "Could we both try to be serious for a second?"

Penny manages, with heroic restraint, not to point out that lupus is very serious. Instead she says, "Sorry - I quip when I'm - " Breathing. " - nervous."

"I know," says Gwen. "But my condition is that you never, ever do that again."

Between the nerves and the adrenalin rush of Gwen standing right in front of her, Penny has lost the thread of the conversation. "Quip?"

"No, promise," says Gwen, and then backtracks. "I mean, you can make promises, but just don't promise what you promised my dad." Her voice doesn't even falter on the last word, and Penny thinks Gwen might be the strongest person she's ever met. "Don't cut me out. Don't try to protect me for my own good. Just – don't."

Penny looks down at her hands. "I want you to be safe," she says, haltingly.

"Tough," says Gwen, and Penny looks back up at her. Her eyes are wetter than usual, although she's not crying – the look on her face is equal parts grief, anger, and take-no-prisoners. "I wanted my dad to be safe, but I didn't stand in front of the door to block him from going to work. Well, not after I was five." She clears her throat, and debate-team Gwen is back and stronger than ever. "This isn't up for negotiation. That's my condition. Either I'm in or I'm out, but I'm not in when it's safe and out when you're worried about me."

This must be what it feels like to be lovesick, thinks Penny, because the thought of anything happening to Gwen is making her actually nauseated.

Penny turns away, back towards the view of the city so she won't have to meet Gwen's eyes. She can't stop moving – small motions, like bending at the waist or curling her fingers, but if she stills the conversation might catch up with her. "It's dangerous."

"I know," says Gwen, and she doesn't step closer.

The words are getting tangled and snagged before Penny can say any of them – which is not an unfamiliar feeling around Gwen. Finally she says, "What exactly are you – are you asking me not to keep you safe?"

The bright pink shirt that Gwen was waving earlier to get Penny's attention is caught in her crossed arms, Penny notices while looking anywhere other than Gwen's face. The shirt is folded over her arm, like the tail end of the toga of a very unorthodox Roman senator. With a fondness for Lacoste.

"I'm asking you to not cut and run every time you think I'm in danger," says Gwen. "I'm saying that if you're going to start doing things for my own good - "

"If it's for your good, then why is it bad?" says Penny, unable to contain herself any longer.

"Because you don't get to make my decisions just by – by fiat - "

"Fiat? We're not talking about a military dictatorship, we're talking about – honestly, this whole conversation has been pretty ambiguous and I'm not actually sure what we're talking about anymore."

Gwen takes a deep breath. "We're talking," she says, "about the fact that you can keep me in the loop no matter what or you can keep me out of it no matter what." She's shaking her head as she shrugs, but her jaw is set. "I'm not gonna be sidelined, okay? I'm in or I'm out."

Penny leans over the ledge again. She can feel the roughness of the stone catch against the fabric of her costume. "Connors came to the school because he knew who I was," she says. "If it happens again - "

"If it happens again then I'm going to be at school anyway," says Gwen.

"But if something else – if I make enemies, and they see you with me - "

"Well, right now we're standing in the open on top of my building," says Gwen, and and Penny can't tell if the look on her face is impatience or anger. "And you have this tendency to come in through my fire escape when you're in the suit, so - "

"That's different," says Penny, but she can't make herself say it with feeling.

"So it's okay when you say it's okay?" says Gwen.

"This doesn't have to be an issue right now except that you're making it one!" says Penny.

"I'm making it an issue now so that you don't try to freeze me out the next time the school gets attacked by a giant lizard!" says Gwen. "I'm already involved whether you like it or not, and you can't just ignore me one day and try to – to whisper sweet nothings in my ear in English lit the next!"

Penny realizes that she's shaking her head, and tilts her head forward to try to stop. When she has her thoughts collected, she says, "I don't think it's a bad thing that I want to keep you safe."

Gwen stares at her for a long moment, her lips tight, and then she says, "Okay. That's your answer." She unfolds her arms and retrieves a key from her pocket. Her voice is thick with sarcasm as she says, "I'll make sure to stay out of your way, then - "

"That's not - " Gwen's face is angled away from Penny as she leaves, and she doesn't look back.

Penny kicks the ledge. Then her foot hurts, so she pitches herself off the building and slings down the street faster than is probably advisable to make herself feel better. Webslinging turns out to be not nearly as much fun with sore toes.


Penny keeps tabs on the police scanner and tries to follow the crime, which tonight is moving around constantly. Usually being sarcastic at a petty thief or two makes her feel better, but there is no such relief tonight.

Aunt May is three-quarters-asleep in front of the news when Penny gets home. It's hard for Penny to breathe when she sees Aunt May like this, insomniac and waiting up, so she stays quiet as she pulls a folded blanket off the back of the couch and lays it over her.

"'M awake," Aunt May murmurs.

"You shouldn't be," says Penny, and swallows. She leans over and kisses Aunt May on the forehead. "Go to sleep."

"Just going to finish the news," says Aunt May.

"Right," says Penny. She'll wake her up when she comes down before school.

There's no way for her to tell Aunt May about the situation with Gwen, because it just doesn't make any sense without Spider-Man, and that is a conversation that she hopes to never have. And also, Penny has the uncomfortable sense that Aunt May would side with Gwen, which is just ridiculous. Penny is Spider-Man - she can climb up walls and has web-shooters and, honestly, she's getting pretty good at this whole crime-fighting business (giant lizards notwithstanding). Gwen has, okay, her intelligence and her courage and her strength, but none of that will help her if she gets in the way of a bullet or, again, a giant lizard. Penny has seen, two more times than she would've liked, what happens when people like Gwen try to do what Penny's doing and the thought of losing Gwen too is -

Penny heads up the stairs to her room. Her leg is beginning to ache; it's still not entirely healed, seeing as it was, well, shot. Penny had thought, after the claw incident, that part of the abilities that came with the spider-might might have involved faster healing, and she's pretty sure she was right. Mostly because she can still walk and she never got surgery.

The scabs from her chest are at the uncomfortable itchy, peel-y stage, and it takes all her self-control not to pick or scratch at them. She's been keeping her chest and her leg bandaged and slathered in antibacterial ointments (especially her chest, since those gauge marks were literally bathed in sewage and somehow she hasn't died of every infection known to mankind and she'd like to keep it that way, thanks), but her chest is especially sensitive, especially where her bra usually rubs. She's been wearing an undershirt beneath the bra, but the layers are getting really cumbersome, and spider-cooling was not one of the powers she got.

Once her wounds are dressed and safely hidden beneath pajamas, she gets into bed and lets everything settle. The tension seeps out of her like an outgoing tide, leaving only the detritus of her miscellaneous aches.

Before she falls asleep, she thinks, I don't have any right to put her in danger. I'm only trying to do the right thing. She dreams of Gwen's bedroom and Gwen's armchair and Gwen's gentle touch on her stomach and every inch of Penny so close to Gwen that she can feel safety coming off of her in waves.


Penny is not in a good mood when she goes to school the next day. Gwen isn't ignoring her, not entirely – she'll meet Penny's eyes and purse her lips, just a little bit, in determination or sadness. And then she'll go back to whatever she was doing before, getting her books out of her locker or taking notes in math. As if Gwen needs to take notes in math – Gwen is already smarter than anyone else in the class.

Penny tries not to sulk, or be too obviously sullen, but it isn't easy. For one thing, this doesn't feel like last time, when she was trying to keep her promise to Gwen's dad. That had been painful but necessary. Which this is too, but it doesn't feel that way – instead it just feels like they're fighting about something stupid and teenage instead of Gwen's safety. Penny is completely, 100% in the right here. It is not, under any circumstances, wrong to care about keeping Gwen safe.

So it's really annoying that she feels all guilty, because she's right.


Penny slams the door when she gets home. Or rather, she starts to slam the door, remembers how utterly terrible of an idea that is, and manages to stop it by jamming her fingers in there before it closes all the way and then curses a lot. The door had some momentum in it.

She's still cursing around her fingers, stuck into her mouth as if that'll help, as she makes her way to the kitchen for some ice. She drops her backpack in the living room and her hoodie on the table, and she's only mumbling incoherent condemnations of the nerve of the damn doors in this city by the time she makes it to the freezer.

Aunt May is staring at her, a knife poised halfway through a green bell pepper.

"Welcome home," she says, raising an eyebrow. "Did you have a disagreement with the door?"

Penny takes her fingers out of her mouth. "I didn't appreciate its attitude." She then gets halfway through using said fingers to pull open the freezer before they remind her, painfully, why that's a terrible idea. She manages to shut in yet another obscenity (Aunt May's eyebrow raises even higher, so that she looks practically Vulcan) and opens it with the other hand.

"Uh-huh," says Aunt May. She sets aside the pepper and the knife. "Let me take a look."

Penny lets a bag of frozen peas settle around the hand. "It'll be fine," she says. "Just sore." She lifts it halfway up to show it off. Instead it looks like she's brandishing the peas Simba-style.

Aunt May holds out her own hand, and Penny lets her head fall back in frustration, but switches the peas to the other hand and hands over the injured one.

Apparently it passes inspection, because a few seconds later, Aunt May lets go. "It'll be fine – just sore," she says.

Penny looks around. "I'm starting to think there's an echo in here."

"Smart," says Aunt May, and it sounds like it's missing a syllable right at the end. She turns to go back to her vegetables or whatever, and Penny frowns.

"Aunt May," she says, and reaches over and picks a fine white hair off the back of Aunt May's sweater.

"Hmm?" Aunt May turns around, and Penny holds it up, wordlessly. "Yes, Penny, it's something that happens as one grows older. It'll happen to you, too, one day."

Penny is actually not sure about that. There have not been many studies on the effect of radioactive spiderbites on the human aging process. Or anything else for that matter. Probably something to do with a statistically insignificant sample size.

"Think of it as a sign of hair dye to come," says Aunt May. "It's not the first, and it certainly won't be the last." Aunt May plucks the hair from Penny's grip, and smiles faintly at it. "I named the first one 'Ben,'" she says, and her eyes soften for a moment. Then she looks back at Penny and says, mercilessly, "I suppose I'll name this one 'Penny.'"

For a moment, Penny isn't sure whether she should be offended or proud of her namesake. Eventually she settles into the middle-ground of being utterly unnerved by it.

"Do I really stress you out that much?" asks Penny, her voice barely a mumble. She keeps her eyes on the hair instead of having to meet Aunt May's eyes.

"Of course you do," says Aunt May, and puts a firm hand on Penny's chin and makes her look up. "You're a teenager," says Aunt May. "That's your job." Her hand slides up to cup Penny's cheek, and Penny puts her hand over Aunt May's. "Much as it kills me to let you go out every night, and don't think it doesn't - I love you too much not to let you be your own person." Then she adds, "Although I still hope you'll stop."

Penny stares at her. "You can love someone and still want to protect them."

"Oh, of course," says Aunt May, pulling her hand away. She resettles herself with her vegetables and says, "But that's how you love a child, not a person. And you have a good heart, Penny, so I have to trust you and hope you know what you're doing. That said, if any of this is guilting you into stopping whatever it is you're doing - "

"It's not," says Penny, but her mouth is dry.

Aunt May sighs, but she doesn't look surprised. "It was worth a try. Pass the paring knife? No, the small one. Perfect, thank you."

Penny doesn't follow most of the rest of the conversation, or dinner. She is a bit distracted by an internal tug-of-war. Both sides get in some good yanks, and she's not at all sure who's going to win.


Web-slinging is actually very stress-relieving. For one thing, it is the only form of transportation that Penny has found where she doesn't get catcalled. (Although to be fair, she doesn't usually get catcalled when people can't figure out she's actually a woman.) Web-slinging to Gwen's apartment to have what may be venturing into Relationship Talk Territory, on the other hand, is pretty nerve-wracking. Penny misses a couple webs and has a couple of close calls with becoming a sidewalk pancake, but eventually she makes it to Gwen's apartment. She's not entirely sure if Gwen will open the window for her, but it's worth a try.

Gwen turns out to not even be in her room, which is somewhat stymieing. Penny stares at the dark, empty room for a long minute, debating whether to wait it out or not, and then realizes that there's a third option.

at your window, she types into her phone. can we talk?

She sends the text, rereads it, and realizes that she probably should've reread it before sending.

just realized how sketchy that sounded – swear i'm not edward cullen, she sends.

After a few seconds her phone display dims, and then it goes to sleep entirely. Penny keeps staring at the little notification light, willing it to go off. She stares at it so intently, in fact, that she doesn't notice the light in Gwen's room coming on or Gwen crossing the room.

She does notice the noise from Gwen opening the window, but it takes her enough by surprise that she jumps, sending her head right into the metal railing of the fire escape.

"Ow," she says, rubbing her head, but the look Gwen is giving her from the window is not sympathetic.

"Can I help you, Spider-Man, or should I have you arrested for loitering?" says Gwen.

"I think I might be concussed," says Penny.

"Is that what you trapezed halfway across town to tell me?"

"No, "says Penny. "I came to say that - " Oh, this is killing her. " - that you were right. And I accept your condition. And I'm sorry that I was being a controlling jerk. And I - I respect you."

"You respect me," Gwen repeats, absolutely pokerfaced.

"I – when you say it like that it sounds like a trick question," says Penny.

"When you say that you respect me like that it sounds like you really don't respect me but you're paying lip service to the fact that I obviously wanted to be respected - " says Gwen.

"But I do - "

" - because I'm a human being, and human beings generally appreciate being respected - "

"No, seriously, just forget I said anything - "

Penny begins to seriously consider pitching herself off the fire escape just to get away from this conversation. She could probably catch herself with a web.

Both of them subside as the confusion of the conversation sets in. After a moment, Gwen pulls herself through the window and joins Penny on the fire escape.

"What changed your mind?" asks Gwen, and she is not doing much to hide her skepticism.

Penny hesitates, and then says, "I can't blame you for being brave when that's one of the things that I like about you so much." Gwen raises an eyebrow, and Penny lets out a noise of frustration before she adds, " wasn't about keeping you safe. I mean, it was, but not just keeping you safe. It was also - " The words are getting bottlenecked again. "I can't – it's been kind of crazy lately, and I don't want to lose you too."

Gwen looks down at her toes, and clears her throat. "That doesn't mean you get to make my decisions for me."

"I know," says Penny, letting her head fall back against the railing. And that turns out to be a mistake, because she already whacked herself there once, but Gwen is looking at her toes so Penny's pretty sure she missed the wince. "And that's the problem - I want to keep you safe, but if you were the kind of person who would let me keep you safe, then you wouldn't"

Gwen looks up through her eyelashes. "I think that was almost a compliment," she says.

"I meant for it to be," says Penny, and Gwen smiles.

"Okay," says Gwen.

"Okay," says Penny, and then they're both at a loss for words.

"So," says Penny after a minute, "does that mean we can make out again?"


Now that she and Gwen are talking again, Penny thinks that Gwen's holding up pretty well, all things considered. Way less crying in public than Penny managed after Uncle Ben, at least, which is a good sign. Also a good sign: that Penny has stopped crying in public about Uncle Ben, for that matter. Maybe this is what personal growth feels like, or something.

And in the evenings, Penny patrols the city looking for crime. It's not the kind of extracurricular she can put on her college applications, but there's something intensely rewarding about it. Not thanks, because there usually aren't any, so it must be something like justice, or maybe schadenfreude.

And Spider-Man – being Spider-Man is addicting. Maybe it's slinging through the city, the breathless, ballistic moment of apogee between webs alternating with the dragging extra weight of the upswing. Being able to actually fly still wouldn't hold a candle to it. The tension and springiness of the webs is comfortingly calculable, and effortless floating can't compare to the solidity of levering herself upwards using the web. And chilling on gargoyles is pretty damn awesome too.

But being Spider-Man isn't about finding the man with the tattoo anymore, and it hasn't been for a while – maybe since the bridge. It's still – it still hurts, every day waking up and remembering all over again that he won't be at the kitchen table drinking orange juice and cracking terrible jokes, but she's adjusting. The grief is a hollow space inside her, an echo chamber reverberating with memories and lost opportunities, but she's learned to breathe past it.

She can see it in Gwen, too, although Gwen keeps it fairly shuttered down. Penny has always preferred to lick her wounds in private, or better yet hide them altogether – those days immediately after Uncle Ben were hell, her vulnerability written in her reddened eyes for anyone to see – but she doesn't think Gwen is the type to do that. But she has no idea what to do with Gwen, so she just waits and tries to make herself available. Hopefully that will be enough.


Gwen's room is rapidly becoming one of Penny's favorite places in the world. She's laid claim to Gwen's armchair and is doing her best to find the most comfortable way to sit in it – sprawled sideways across the arms, sitting forwards with one or both legs tucked under her, curled with her knees hooked under her chin, standing behind it with her head and arms tucked over the back – she has yet to find an uncomfortable position.

Of course, she also has a tendency to sit stuck to the wall upside-down in the corner of her room, so maybe she's not a good baseline.

Today she's upside-down on the chair, her legs folded over the back at the knees and her shoulders resting on the seat. Her head hangs down towards the floor, and her lower back isn't touching the chair, bridging the gap between her shoulders on the seat and her tailbone on the backrest. It's surprisingly comfortable, and she can feel her upper back rolling down towards the seat vertebra by vertebra. Her back is on the frustrating cusp of cracking, but it's not there yet.

"One of these days I'm going to come in to find that you've stolen the chair," says Gwen from her desk. She's on her computer, working on homework, and she doesn't look away.

"Don't be silly, your window only opens from the inside – how would I get in?" says Penny.

"You're the amazing Spider-Man, I'm sure you could find a way."

"Amazing?" repeats Penny. "Seriously? That makes me sound like a – a sideshow act. Or a magician." That part'd be cool. The Amazing Penny Parker would probably be better. It doesn't have quite the same pizazz, though.

Gwen turns around, and she's got the overly-attentive look that means that she's trying really hard not to crack up. "Amazing, spectacular, pesky, meddling - "

"And now I sound like a Scooby-Doo villain."

"And they would've gotten away with it, too, if it weren't for you meddling spiders," says Gwen, dutifully. "Are you out, at school?"

Penny blinks at the change of subject, and says, "Not you, too – the whole point of a mask is so that people don't see who - "

"No, not as Spider-Man," says Gwen, "as..." She makes a hand gesture that could be anything from a lopsided figure-eight to a very lousy impression of repeated backhands. "Someone who likes girls."

That has nothing to do with the hand-thing. Penny decides to let it go.

"No," she says. "I mean, Aunt May and Uncle Ben know, and it's not really secret, it's just...actually not something that's come up. Even with the hair," she adds. "Let's face it, it's kind of butch."

Gwen leans over and ruffles it. "I like it," she says, and that's when Penny knows she's a keeper – between the gravity and the ruffling she can imagine what it looks like, but Gwen is somehow keeping a straight face. That's got to be a sign of true love.

"What about your – you?" says Penny, not so much sidestepping a potential recent-death-of-Gwen's-father minefield as stumbling over it.

"Gay marriage was one of the debate topics last year," says Gwen, resting her chin on the back of her computer chair. "It got pretty heated, and then it got pretty honest. And then it got more heated."

Penny winces, thinking of the roster of the debate team. That is not surprising.

"Do you want to?" says Penny. "I mean, you know, as a – thing?"

"Care to be more specific?"

Penny may be squirming, just a little bit. "I don't know what they're calling it - I mean, I don't exactly have a letterman jacket to give you, but I can carry your books to class if you want. Or we could, I don't know, do people still go steady or was that only in fifties-throwback-movies? Or – you're enjoying this, aren't you."

"Immensely," says Gwen. "Although I think technically we'd have to go on a date before we'd be dating."

"I took you web-slinging that one time," Penny protests. "That was romantic, right?"

"Still not a date," says Gwen.

"I'm pretty sure we got to second base when you were tending to my chest wounds."

Gwen wrinkles her nose. "That is the opposite of a date."

"So if I did take you on a date, and we were dating, then we'd" Penny ducks her head, or tries to, but since she's upside down, it's tilting her head back so that she's staring at the ground that has the effect she's going for. "Honestly, I'd want to tell the whole world."

"I guess that's settled, then," says Gwen.

"Uh," says Penny. "I've never really...I'm not really sure how to, you know. Come out. Unless we want to make flyers, but that seems like overkill."

"It probably is," Gwen agrees. "I think usually you start with your friends and then let the rumor mill go from there."

"Right," says Penny, and then, "Just so you know, I'm dating Gwen Stacy and you should tell everyone you know." She pauses for a moment. "Well, that was easy."

Gwen laughs at that. Penny loves making her laugh. "And efficient."

"Guess that means it's up to you," says Penny.

Gwen presses her mouth into a reluctant line. "...yeah, we may run into a similar issue there."

Penny hauls herself up and around so that she's sitting in the chair correctly. "Seriously? But I always see you talking to people in the hallways..."

"Well, I'm on the debate team and I tutor, but - I mean, between that and the internship there's never been a whole lot of time for parties. And having the Chief of Police as my dad didn't exactly get me invited to all the keggers, either."

It's a lighthearted foray into territory that Penny has a feeling is strewn with mines. She settles for saying, "I – yeah."

Gwen tilts her head from side to side in thought. "I could tell Flash, if you want."

"Oh, God."

"I mean, if we want someone plugged into the rumor mill - "

"Anyone on the face of this Earth except Flash, I beg you."

Gwen shrugs. "He's a decent guy, once you get to know him. He just only knows how to act like a jerk."

"I can understand why he never tries anything outside of his area of expertise," says Penny. "He's raised doucheyness to an art form."

"Postdouchernism?" suggests Gwen, and they spend the rest of the evening making douchey art history jokes.


Which is why Penny has entirely forgotten about the exchange by the time she comes to pick Gwen up for dinner and an off-off-off-off Broadway production of Twelfth Night the following Friday.

Mrs. Stacy is not particularly pleased to see Penny, but Penny is on her best behavior. Mrs. Stacy looked like the type who would prefer a lipstick lesbian girlfriend for her daughter, so Penny is wearing a skirt, heels, and lipstick. The skirt is hiding the shorts beneath it, the heels will be coming off once they're out of sight of Gwen's building, and Penny is deeply hopeful that the lipstick will come off on Gwen's mouth by the end of the night, so it's not particularly a hardship, and Mrs. Stacy gives her an approving nod as she lets her in.

"Hello, Penny," she says. "Gwen is still in her room - I think her student is still with her."

"Student?" says Penny, and she can see from the hallway when Gwen and Flash come out of Gwen's room.

"Just keep practicing – factoring gets easier with time," Gwen is telling him, and her face settles into smugness when she sees Penny. "I'm sorry again that we had to cut it short tonight," Gwen says, and unfortunately there's no way for Penny to give her the universal sign for DON'T YOU DARE, NOT FLASH THOMPSON, DID I NOT SAY ANYONE ELSE IN THE WORLD PLEASE NO without Flash seeing. "Like I said, I have a date. Hi, Penny! I'll be ready in a sec."

Penny has to admit that the double-take that Flash does is totally worth it.


Penny is not so much low on the social food chain at school as she is completely removed from it. She ignores it, it generally ignores her, and it generally works out for the best. Being the unofficial school photographer means that people don't want to piss her off, since her shots are the ones that most often end up in the yearbook or next to the trophies, but she has absolutely no interest in humoring her peers, so a mutually apathetic system ended up being the best.

That means that the furor from her and Gwen coming out as Midtown Science's Token Lesbian Couple isn't really a furor at all. There are some whispers in the hallway and some staring, but honestly, this is New York. Gwen and Penny holding hands is probably the most inoffensive thing most of the students will see on any given day.

That, and pretty much everyone is on some team or another, and Penny has honed her skills at catching exactly the right moment to commemorate their sports season with a picture of them about to sneeze or halfway through a blink.

It's a great power that Penny wields, in some ways. The great part is, because it's high-school yearbook photos, she doesn't have to worry about being responsible with it.


The roof is still one of Penny's favorite places to study. One of the best things about being Spider-Man is loitering on gargoyles or flagpoles, but it's a bit pretentious, no matter how much fun it is. The roof outside her window is a happy medium, though, even if she feels a bit like a kitten, studying curled up in a ray of sunshine.

She's spending a mellow Sunday afternoon out there a few weeks later when Gwen's voice interrupts her.

"What is it with you and heights?"

Penny looks over the roof and grins at Gwen. "I like living dangerously," she says. "Do you want to come up?"

Gwen gives the roof a dubious look. "Uh, will it support the two of us?"

"It's a roof, not a pirate's gangplank," says Penny.

"Why did your brain immediately go to pirates? Sometimes I worry about you," says Gwen.

"Is everything okay?" says Penny. "I thought you were doing SAT prep today."

"I was," says Gwen, and twists one of her feet underneath her. "Can we talk about this maybe on the same floor as each other? I feel like I should be soliloquizing, with you up there."

Penny strikes a dramatic pose, holding up an invisible skull. "Wherefore art thou Penny Parker?" But she takes the point, and, after a quick glance to make sure there's no one walking a dog or driving past, rolls herself off the roof. She only narrowly avoids Aunt May's azaleas, but the important part is that she does avoid them.

"That looked dangerous," says Gwen.

"That was nothing," says Penny, and Gwen nods in concession.

"My mom might have found the list of where I'm applying," she says, and Penny frowns.

"Your list of schools?"


Penny blinks. "Were there any surprises on there?"

Gwen nods slowly. "The New York Police Academy," she says.

Something seizes Penny's heart – a broken promise, and another one that she hasn't broken yet but every time Gwen says something like this she wants to.

"Oh," says Penny. Her mouth is suddenly dry.

"That was kind of my mom's reaction," says Gwen. "At first. Then she kind of started yelling." Gwen looks to the side, her mouth an uncomfortable slash. "And then crying."

Penny nods, almost manically, then realizes how weird she probably looks and tries to stop. "I, uh..." Oh God, what's the right answer to this? Is there a right answer to this? Is this a test? Is she failing?

The right answer, Penny thinks, is probably an honest one, and if Penny looks past the frantic need to keep Gwen safe, she wants...

She wants Gwen to be happy. Preferably happy with Penny, but mostly just happy.

"Well, you know, I'm looking for schools locally," says Penny, after probably too long. "To stay with Aunt May - I don't want her to be alone. So I'll be in the area. We can catch up after crimefighting, get coffee, talk about criminals." Gwen would wear a uniform. Jesus Christ, that's a thought for another time. "Maybe...go on dates still. If you want to."

Gwen is nodding now, and “relieved” doesn’t begin to cover her expression, tension melting away. "I'll definitely want to," she says. “If you’re not too busy, with the Spider-Man and the web-slinging and the rooftops...”

Penny is blushing, she can feel it. Mostly she is also relieved. "There’s always room for one more on my rooftop,” she says, and then, “I swear that wasn’t a metaphor. I'm just doing my physics homework."

"I love it when you talk nerdy to me," says Gwen, and when they go to the roof, the sunshine is waiting to warm them.