"Umm...Shut uuuup" Penny Parker said, turning over and hitting the snooze on her alarm clock. Pulling her covers over her head, Penny thought about how it was criminal to make teenagers wake up so early for school. Why couldn't the school day start at ten, or twelve even? She was sure even Mr Jackson's classes wouldn't put everyone to sleep if they didn't have to get in till twelve. The alarm clock began beeping again, causing Penny to sit up and grab it, annoyed.

"Eugh is this stupid thing broken, no way that was 5 minuets" Penny said, looking down at her clock. 8.35 the digital screen showed, making Penny's stomach sink.

"Oh no no no!" Penny said jumping out of bed. "Stupid clock, why didn't it tell me it was so late."

Grabbing a creased shirt off the floor and pulling on yesterday's jeans, Penny grabbed her back pack and sprinted out of her room.

"Good Morning!" Steven said happily as Penny dashed in to the kitchen. "I'm making breakfast, want some?"

"No time." Penny said grabbing an apple from the fruit bowl.

"An apple? Really, is that all you are having?" Steven said disapprovingly. Penny couldn't help but roll her eyes, she wasn't sure if it was because he was from the forties or just the way he was raised, but to Steven breakfast was the most important meal of the day, and the only thing that should be eaten for the most important meal of the day was eggs. It didn't really matter how they were cooked, or if they were eaten alone or with something else (usually bacon), but eggs were always eaten for breakfast and only for breakfast. Scrambled eggs for dinner? Madness!

"I'll be fine, I just need to goooo!" Penny said scrambling about. "Where is my other shoe!?"

"Alright, have you got your lunch?" Steve called as Penny searched for her missing piece of footwear.

"I'll buy something—ah here it is! Why was it on the tv?!" Penny said, pulling it on and grabbing her back pack.

"Get something healthy!" Steve said.

"Okaaaaaay!" Penny called back, finally making her way out of Avengers tower. Steve couldn't help but laugh to himself. It was strange how first impressions could be so wrong, He could hardly believe that this flustered girl who ran around like a headless chicken half the time, was the same Spiderman he had once mistaken for a villain.

It was nine months ago that Steve had first met Penny Parker. It was late at night and Steve had been doing paper work all day, he needed to get outside and stretch his legs and what better way to do that then by patrolling the city.

It had been a quiet night, and Steve was about to head home, when he heard a the gun shot. It took Steve only seconds to locate the source of the shot, and a second more to make his way to the near by roof where two men stood.

"Alright, Alright buddy i'm sorry!" A white man with long blond hair said, backing away from a smaller man dressed head to toe in red and blue. "Look, i'll give you the cash I made today. Or the drugs, you can get a nice high off these."

"I don't want either of those." The other man spat, moving closer.

"Look man, you aren't mad about the whole gun thing. It just went off in my hand, I swear! Isn't even my gun, never seen it before!" The blond one said, backing dangerously close to the ledge.

"Shut up! All I need is-"

"What's going on here?" Captain America said, landing on the roof top besides them.

"Oh great! Another one!?" The Blond one said.

"Go away, this isn't your concern." The masked one said, from the voice Steve could tell that this masked person was in fact a girl.

"It is if you are harassing innocent civilians." Captain America replied.

"Innocent?! He is a drug dealer, he tried to shoot me!" The girl replied, gesturing to the gun that was now covered in some kind of white stuff on the floor away from them.

"Hey the gun just went off! I was panicking! He threatened me!" The drug dealer said.

"Did not!" The masked girl said.

"Did too!" The man replied

"Did not! You are lying!" The masked girl replied, stepping forward. The drug dealer to stepped back, but this time he was too close to the edge, and he lost his footing.

"Watch out!" Captain America said, diving forward to grab his hand.

"I got him!" The girl cried, shooting two white rope like things from her wrists. They caught the man mid-air, stopping his fall.

"I think he is ok..." The girl said quietly "I didn't mean for him to fall."

"It is alright, lets just pull him up." Captain America replied, helping her bring the man back up to the roof top.

"He's okay isn't he?" The girl ask, looking at the now unconscious man.

"He's fine, he just fainted." Captain American said, checking the man's pulse.

"Oh good." The girl said, sighing in relief. Kneeling besides the man, she pulled down his sleeve and checked his wrist.

"Damn..." She said annoyed.

"Everything alright?" Captain America asked.

"Fine...You can do what you want with him now..." She replied, moving to go.

"Wait." Captain America said, putting a hand on her shoulder. "Even with that mask on I can tell you aren't very old. Don't you think you should be at home? Your parents must be worried."

"Haven't got any..." The girl replied bitterly.

"Oh...Something to do with him?" Captain America asked, nodding towards the man on the floor.

"You were obviously looking for something, something you didn't find."

The girl was quiet for a moment, as though wondering whether or not to speak, and then began.

"My aunt and uncle...some one broke into our house and shot them..." The girl explained "I..I didn't get a good look at the guy but I know he had a star tattoo on his wrist, and blond hair."

"I see..he killed your family."

"My Uncle...my Aunt is critical in hospital but...it doesn't look good."

"So when you find him, then what?" Captain America asked "Revenge?"

"No! I...I just want to see justice done." The girl cried "I...I could have stopped him. I was out cause I'd had a fight with my Uncle and I saw the guy rob a convenience store, but I didn't do anything to stop him cause the shop owner was rude to me. It was my fault...I need to make it right..." she finished. Even with the mask on, Steve could tell she was crying.

"That wasn't your fault." Steve said gently "And I'm sure your Aunt and Uncle wouldn't want you running around putting yourself in danger."

"I'm fine, I can take care of myself. I'll need to now anyway."

"You don't have anyone?"

"I'm staying with a friend for now, but she has 3 younger brothers. Once Aunt May...I'll probably be put into a care home."

"I see..." Captain American replied. He knew better than most what it was like to be all alone in the world. "You really should head home, I'm sure your friend will be worried if she sees you aren't there."

"..Alright...but I always make sure she is asleep before I sneak out." She replied, shooting out a white line.

"Ha well that's good atleast." Captain America laughed. "Oh before you go, can I have your name?"

"Oh it Pe- um I mean...well the papers are calling me Spiderman."

"'Man?'" Captain America asked.

"Err...yeah I guess since they'd only seen me from a distance they just assumed I was a guy." Spiderman explained, embarrassed.

"Heh well if I speak to any reporters I'll be sure to set them straight." Captain America joked.

"Ha Thanks. I'll see you around." Spider man said, swinging off. Watching her go, Captain America wondered if she would be alight all alone and began to think about how his friends in the Avengers had helped him when he first came to the future. He'd been so alone and so angry at the world in which he'd lost everything. The idea that someone else was feeling that way made him feel sick, and he wondered if there was anything, even if it was tiny, that he could do to help her.

The next day, Steve was still thinking about the girl he'd met the night before. He couldn't help but worry about whether or not she would be alright. He wasn't sure what care homes were like nowadays, but back in the forties they weren't exactly the best places to grow up. He wished he knew more about the girl under the mask, she seemed like a good kid, maybe she could handle it, but how much could you really tell from a five minuet conversation?

"Earth to Capsicle." Tony said, waving his hand in front of his face.

"Hmm? Oh sorry Tony." Steve said, snapping out of his thoughts.

"What's up with you? You've been out of it all day." Tony asked sitting next to him. "Something on your mind?"

"A little. It is just...oh hey! Could you help me look something up on the Shield database?" Steve asked.

Since coming to the future Steve had managed to get the hang of a lot of technology, but computers still alluded him. Maybe it was the fact that no one really had the patients to teach him, Tony having compared their last lesson to trying to teach a blind old lady with alzheimers, or just that whenever Steve needed to do something on a computer, someone else was always around to do it for him (Normally Tony).

"Sure Capsicle, what do you need?" Tony asked, turning to one of the computer screen install on the table.

"Can you look up what information Shield has one someone called Spiderman?" Steve asked, looking over Tony's shoulder.

"Sure thing. So what? This guy give you some trouble?" Tony asked typing what was needed into the computer.

"No, I ran into her last night and-"

"Wait her?"

"Yes the voice was definitely female, and young."

"Um Cap I'm not sure how these things worked in the forties, but in 2013 you tell your boyfriend you are dumping him before asking for help locating a younger model." Tony said, giving Steve a pointed look.

"What? No! I meant young as in too young to be out fighting crime. I'm not sure since she had a mask on, but I'd estimate she was about 14, 15." Cap explained.

"Alright. So why the interest in bug girl?" Tony asked.

"I talked to her last night, she was trying to hunt down the man who shot her aunt and uncle. I'm worried she'll get herself killed."

"Well, Shield doesn't have a lot on her. For one thing they still think she is a he." Tony said, scrolling through the information. "From what they do have it looks like she has super strength, the ability to stick to walls and can shoot out some sort of webbing. So, basically, spider powers. I don't know Cap, looks like she can take care of herself. Think she could cause some trouble?"

"No, she is a nice kid. She is just alone and scared."

"You'd be amazed how fast someone scared can become someone dangerous." A voice from behind them said. The two men turned to see Nick Fury standing in the door way.

"Someone should put a bell on you." Tony said. Fury gave him an unamused look and walked into the room.

"Your friend might be on the right side now, but what happens after she catches the man who murdered her family and finds the pain doesn't go away?" Fury asked. "What happens when she decides the world has taken too much from her and start fighting back?"

"She doesn't seem the type." Steve said.

"They never do." Fury said, typing something into one of the other computers.

"Penelope Parker" He said after a moment.

"What?" Cap asked confused.

"You said that this 'Spiderman' was hunting the person who shot her relatives. According to police files there have been a few shootings in the past couple months, but only one which left a niece behind with no family." Fury explained. "Looks like this Penny Parker is our Spiderman."

"What are you going to do?" Steve asked concerned.

"I'll put her under surveillance for now. But if I see her as a threat."

"She isn't a threat she is a kid." Steve said annoyed.

"IF I see her as a threat she'll be neutralised."

"You'd kill her?!" Steve almost yelled, clenching his fist.

"I didn't realise that Shield was in the business of murdering kids." Tony said glaring.

"We are in the business of keeping the world safe. Would you rather I let innocent people be put in was just a kid once too, and look how much destruction he caused! Kids grow" Fury explained. Tony and Steve shared a look. Fury had a point, as much as Steve didn't want to believe it. Penny was hurt and scared, it wouldn't take much to set her on a bad path. The wrong person, the wrong push and she'd be there.

"Look, chances are we'd be able to remove those spider powers of her and get rid of the threat that way. She can go live a normal life, without being Shields problem." Fury said. Steve glared and wondered if he was also considered one of Shields problems. It was then that an idea struck him.

"What if we made her an ally instead of a problem." Steve asked. "Her powers seem tough enough, and she is brave enough to take on guys with guns."

"Brave or stupid?" Tony commented.

"-if we trained her up she could make a pretty good Avenger."Steve finished, ignoring Tony.

"I thought you were worried about her getting hurt." Fury said.

"I am, which is exactly what will happen if we leave her one her own. Look you said you were only going to take action if she became a threat, so why don't we stop that from happening? She seemed like a good kid, with a little guidance we could stop her heading down a bad path."

"Shield isn't a baby sitting service. We don't have the time to take on lost teenagers." Fury replied.

"Then I'll do it." Steve said, gaining him stares from the two men.

"Wait Steve-" Tony began.

"What? There is plenty of room in Avengers tower." Steve said cutting him off. It was true, even with all the Avengers in attendance the tower had plenty of space for more people, and right now Thor was back is Asgard, Bruce spent so much time in Stark labs that it was just easier to build him a room there, and as for Clint and Natalie, well they'd had enough of Tony's joke every time they slept in the same room and decided to get a apartment together far across town.

"That isn't really the issue." Tony complained. "Do you really want to be responsible for a teenager? All moody and slamming doors? This isn't like the forties Cap, they don't respect their elders any more!"

"Tony, she is all alone, just like I was when I woke up. I know what it feels like." Steve said, looking at his boyfriends.

"Eugh fine! But don't blame when she is storming out and saying she hates you." Tony replied, knowing better than to argue with Steve when he was being 'noble'.

"You are sure about this?" Fury asked.

"Positive" Steve replied, feeling the same sense certainty as he did when volunteered for the Captain America program.

"Alright, I'll set it up." Fury said turning to leave. "And Captain? Good luck. You'll need it."

That night, Captain America went out searching for Spiderman. He looked all over the city and stopped three muggings, two car thefts and a group of drunk men trying to break into a Burger King on the way, but as hard as he looked he couldn't seem to find Spiderman.

"Well it is a School night." He thought to himself "But then again, that didn't stop her last night."

Just as he was about to give up and head home, he heard a scream from a alley way.

"Come on darling, just hand over the bag and no one gets hurt." A white, blonde haired man with an English accent said. In his hand was a large kitchen knife which he waved threateningly.

"Alright...just leave me alone." A young woman with long black hair answered, holding her bag out.

"Ah there's a good girl." The man said, about to snatch the bag when he was kicked in the

face by a girl wearing red and blue.

"Didn't your mother ever teach you to say please." She said, landing on her feet. "Really, manners cost nothing you know."

"What are you supposed to be?" The man said angrily, pushing himself off the ground where he'd landed.

"Well the papers have been calling me Spiderman, but I don't know. I mean the spider part I like but man? Naa too Masculine for me." The girl said, talking as though she was having a normal conversation with someone she met at school, not a man she had just kicked in the head in a dark alley.

"Are you taking the mick?" The man asked, glaring.

"I don't know, I have no idea what a mick is." Spiderman replied. "Is it like a crumpet or something?"

"Eugh you little bitch, i'm gonna-" The thug began, only to have his mouth webbed shut.

"Seriously the mouth on you, I should wash it out with soap. Now to get rid of that!" The girl said, shooting some more web and knocking the knife out of the man's hand. The blond looked at his hand for a second, as though the knife would magically reappear. When it didn't however he choose to take off in a sprint.

"Hey!" Spiderman called.

"You alright?" She said, quickly turning to the woman behind her, who nodded. "Good" Spiderman said, taking off into a run after the man. She needn't have bother though, as the moment she left the alley she saw he had already been apprehended by Captain America.

"Lose something?" He asked, holding up the now unconscious man.

"Um..maybe a little, but I had it under control." Spiderman replied, walking over and checking the man's wrist. No star.

"Not him." Spiderman said sadly. "So, are you stalking me or do I get another lecture?"

"No lecture, I just want to talk to you." Captain America said. "How is your aunt?"

"Getting worse everyday...the doctor said I should prepare myself."

"I'm sorry Penelope..."

"It's-wait, how did you know my name?!"

"Ah, well after out chat yesterday, I might have done a little digging through Shield's files. Only one couple have been shot in the last few month leaving a niece behind. One Penelope Parker." Captain American explained.

"Guess I need to learn to keep my big mouth shut." Spiderman said annoyed at herself. She wasn't even sure why she'd told Captain America those things. She hadn't spoken to anyone else, atleast not really. Gwen, school councillors, they had tried, but the words just didn't come out. Maybe it was because she thought Captain America would understand, or maybe it was the fact that she was wearing a mask, but he was the only one who she'd told the full extent of her guilt.

"Don't worry, no one outside Shield will know and...well. We had been thinking, perhaps you'd like to join the Avengers." Captain America said.

"W-what!? R-really?" Spiderman asked, shocked.

"Well you'll be under my supervision ofcourse, and the training wont be easy." Steve said. "But...Penny I know how hard it is when you think you are all alone, so if you want to, you can come and live in Avengers tower with me. I'll be your guardian from now on."

For a second, Spiderman was quiet and Captain America thought that she might reject his offer, but then she moved forward and took him with a hug.

"I'll come...thank you." she said, holding back tears.

"Alright, just leave the rest to me." Captain America said, smiling.

A week later, everything was sorted. Fury had set things up so that as far as anyone outside of Shield was concerned, Penny had been taken in by an old friend of Ben Parker's, who having heard what happened, wanted to help. This allowed Penny to keep her identity as Spiderman secret, while also protecting her from anyone who might want to attack a 'weak link' in the Avengers group. Clearing it with Gwen had been a different matter, who wasn't happy about her friend moving in with someone she had never mentioned before. However, Penny had managed to convince her it was a better solution then being put into a care home and that, as she would be living with the man and his boyfriend, it was unlikely he was some creepy guy who just wanted a teenage girl around.

And so Penny moved into the Avengers Tower with Steve and Tony, who lost any reservations he had had about the idea of taking in a teenager when he discovered that Penny was a giant science nerd and looked up to Tony in a way he wasn't used to. He couldn't help but enjoy having someone around who was smart enough to keep up a conversation with him but dumb enough for him to impress. As for Steve, he enjoyed having someone around when Tony was busy in his lab, though Tony did borrow Penny whenever he needed 'an extra pair of hands' (See: Wanted to show off), and the two of them got on well together. The other Avengers took a shine to her too, Bruce, like Tony, enjoyed talking to her about science and the three of them could often be seen in the lab together. Clint enjoyed having someone new around to tease and Natasha liked her enough to show Penny where to hit him when she wanted him to shut up. As for Thor, the two of them had only had a brief meeting so far, but the man had shown his normal level of affection to another warrior and almost broke Penny in two with one of his patented bear hugs.

Penny still went out as Spiderman each night, but Steve had set up rules to make sure she was safe, including that she had to train with him or one of the others everyday and could only go out as Spiderman (someone really needed to tell the news media she was a girl) once her homework was done and with a strict twelve o clock curfew. Penny had protested at first, all the best crime happened after 2am, but had eventually agreed on the condition that twelve was also her curfew when it came to hanging out with friends.

All in all Penny had fit into the group fairly easily and it was hard for Steve to believe now that she had only been with them a few months.

Smelling burning, Steve snapped out of his day dreams and pulled his now charcoal eggs off the stove. Sighing, he scraped the ruin food into the bin and grabbed a couple of fresh eggs out of the fridge. Steve really needed to remember that reminiscing was not conducive to the proper cooking of eggs.

Author's note: Hope you liked the first chapter :) I've got the whole thing already finished so the next update should tomorrow sometime. You know I'm starting to think I have a thing about gender-bending characters XD. I hope you guys don't mind fem!Spidy, but I haven't seen a lot of her around, specially not with superfamily. As them, well I've seen a lot of work that has Tony taking the lead with Peter, and even seen some work where he is Tony's actual son, so I thought I'd write something where Steve is the more involved one.

(And yes, for those wondering the scrambled eggs thing is a reference to 'The Fault In Out Stars' DFTBA :P)