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When they reached Penny's apartment, she didn't even realize that she had Peter's hand clasped tightly in hers.

Penny slowly knocked on the door, and Sara opened it a bright smile on her face. They made their way inside, and she couldn't help but notice Penny holding the boys hand, completely unaware of the circumstances it was under.

"So Penny, who is this?" Sara started to tease. Penny turned around, tears welling up in her eyes. Sara's smile dropped as Penny rushed into her arms.

"Oh baby, what happened?" Sara asked stroking her hair trying to calm her down.

"The elevator broke. And she was almost stuck inside before it crashed," Peter breathed out, still worked up himself. Sara's eyes widened and she held Penny tighter. She noticed Peter shaking a little and she ushered him into the hug as well. He hesitantly accepted, but once he was in the warm embrace, he instantly felt safer.

Penny suddenly pushed herself away. She breathed in and out.

"Okay Peter, let's go work on our project for real this time," Penny said, no trace of emotion in her voice. He and Sara shared a confused glance before Peter followed Penny to her room.

Just as she was about to close her door, a tiny hand forced the door back open. Peter could only assume this was Noah, as a boy who looked like a mini version of Penny walked in.

"So, who's this Pen?" Noah asked, a smirk evident in his voice.

"Not. Now. Noah," Penny grumbled. He didn't seem to get the hint though as he walked around Peter, like a shark circling its prey.

"He seems scrawny," Noah commented. Peter took offence to that.

"Noah. Get out of my room. Right now," She seethed, venom laced with every word. Peter's spider senses were tingling, something bad was about to happen.

"Don't act like I didn't see you holding his hand, Penny. He's your boyfriend, I just need to-"

"Noah get the fuck out of my room!" Penny screamed in anger losing all control. Noah stilled, he had never heard her so angry, let alone curse so horribly at him. He scrambled out of her room faster than Peter thought physically possible.

Penny slumped on her bed, bringing her knees to her chest and crying in them. Peter sat down next to her and wrapped his arm around her. He didn't say anything, he just held her. That was enough for Penny though, she just needed to cry.

She could pretend she was fine all she wanted, but something would always make her crack.

"I'm-I'm so sorry Peter," she sobbed. 

"Hey, don't be sorry. I'm fine. We're fine. We made it. We're still here, together," Peter reassured, bringing her in for a full hug.

She pulled away, rubbing her eyes and then sighing.

"Okay, okay. Let's try and forget that ever happened. Especially me exploding at Noah," Penny laughed a little, her tone still slightly somber.

Peter laughed with her, "I thought you were gonna rip his head off!"

"Honestly, I was about to," Penny genuinely smiled. Peter softly smiled back. The door started to creak open and Sara appeared in the doorway, Noah hiding behind her slightly scared.

"Noah here brought you a peace offering," Sara smiled, holding up a plate of cookies.

Penny sighed, stood up and took the cookies, before sitting back down. Peter could cut the tension with a knife. It looked like Noah was about to cry. Sara stayed for a few seconds, but it was obvious that Penny wasn't going to accept his apology.

Noah had crossed a line, and it would be hard for her to forgive him. They slowly backed out of Penny's room, closing the door behind them. Due to Peter's super hearing he was able to hear Sara tell Noah, "It's okay bud, she'll come around eventually. Give her some time."

"So, wanna start the research?" Peter asked. Penny sent him a grateful smile before they both opened their laptops.

Not even 10 minutes later and Peter slammed his laptop closed. Penny jumped in her seat, frightened by the loud noise.

"I can't do this. I can't ignore what just happened. If I don't talk about it, I will actually explode," Peter ranted.

Penny crossed her legs in a pretzel and tilted her head to the side, inviting Peter to talk.

"We have known each other, officially, for barely even two days and I already feel like I've known you my entire life."

"I suppose that's what a life threatening event does to you," Penny joked. Peter glared at her.

"No jokes Penny. I'm serious. We could have died. That was the elevator ride from Hell. And my hands are still shaking over it! I just don't understand why-" Peter stopped. He didn't understand how when he was Spiderman and he dealt with these situations he was calm and collected. But this specifically had gotten under his skin.

How could this small elevator incident freak him out more than every bad guy he'd ever stopped combined? Was it the fact that he was Peter and not Spiderman? Could it have been that he actually knew the girl so it was more stressful? Was it because Penny was so distraught? He didn't understand why he was so hung up over this.

"You don't understand what?" Penny asked quizzically.

"How this whole situation is so crazy but you just want to ignore it. It makes no sense," Peter covered quickly.

"It's because if I think about it, then I'll never stop. I will over analyze the situation until somehow it was all my fault that we almost died. It wouldn't be healthy for you, or especially for me. Moving on allows for it to just be a freak accident. If I dwell, than it's more daunting than it needs to be," Penny explained. She wrung her fingers together.

"I was so scared. I genuinely thought that I was gonna lose you," Peter breathed out.

"God bless those sit ups, am I right?" Penny joked.

"What do you mean?" He asked confused.

Penny went bright red. She wasn't supposed to say that out loud. She started tripping and stumbling over her words, "W-well, you uh, well in g-gym today I, um, oh god. I saw that you were uh, y-you were doing sit ups, like, um, like really really easily. So, uh, y-you know. You had the um, up-upper body strength to uh, to pull me up out of the elevator."

That couldn't have been more of a mess.

Peter bursted out laughing, "You were watching me work out?" he howled.

If it was possible Penny went even redder. "No! No! I wasn't, it was Flash! He was watching you! He's the creep not me! I just, um I just overheard him and glanced over!" She put her hands over her face, hoping if she couldn't see Peter he wouldn't be able to see her.

Peter was giggling so hard he fell off her bed. Sometimes having Spiderman's abilities had its perks, and seeing Penny so flustered at just the mention of Peter having enough muscles to make her stare was pure gold.

"I'm gonna go back in that elevator oh my god I wanna die," Penny squealed out. Peter couldn't stop laughing no matter how hard he tried. Eventually Penny started laughing too. His laugh was infectious and she couldn't help herself.

"I-I'm laughing so hard I'm getting abs!" She said in between her laughs. 

Peter managed to choke out, "Can I stare at them?" Which caused them to keel over even harder. Tears streamed down their faces, unable to contain itself anymore. Penny then rolled off her bed and onto the floor, which sent them into an entirely new fit of laughter.

"You-you're literally rofl'ing right now!" Peter pointed out, snorting. He realized what he did and Penny started to cackle.

Sara was listening outside, a small smile dusting her lips. She knew that this traumatic experience would bring them even closer together. And hearing them laugh so hard they were crying, only reaffirmed what she knew ever since Penny came home late last night. She was meant to end up with this Peter boy.

Even if Peter was pining after Liz, he would soon realize that he couldn't ignore his growing feelings for Penny.

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