Maybe one of the strangest AU to ever come from my head, this is a fan-fic spawned from the interactions between Loki and Spider-Man in "The Amazing Spider-Man" issues 503 and 504 (mostly 504 for the best scene ever that basically spawned this monster) plus my own unrelenting feels for the Avengers, repentant Loki, and maybe if I can swing it I'm involving Ant-Man (I know hardly anyone knows/cares/likes him but...I do...)

I do not own Marvel's The Avengers, The Amazing Spider-Man, The Mighty Thor, or any minor characters and villains I may reference to.

!

Peter Parker had been a 'masked vigilante' in the great city of New York for a few months now. Better known as Spider-Man by the general populace, he had made a habit of patrolling the city and keeping the low-lifes to a tolerable level. Oh sure, The Avengers were working on the same thing. They normally had bigger fish to fry though, so Peter didn't mind cleaning up the lesser villains and thugs the night produced. It was fairly fun most nights. Plus he could be as sarcastic and mischievous as he liked thanks to the whole 'secret identity' thing.

The only downside was S.H.I.E.L.D searching for his ass double time. Really they already had six super-heroes working for them. Would one more scrawny teenager make that huge a difference? The answer to that was a resounding no.

So Peter cleaned the streets. Cracked a few jokes at the bad guys expense. And generally had a good time swinging around the city and taking breath taking pictures of himself being bad-ass to pay his way through school. All was good in Spidey-land.

Although when a figure started to appear on top an apartment building that he normally passed on his patrol things got interesting. It was normal enough for people to be on roofs and all.

But most people didn't wear a helmet with reindeer antlers on it.

Spider-Man chuckled lightly as he swung up to the stranger a top the apartments, a bag of something in his left hand as he touched down next to where the hunched figure sat.

"It is most rude to approach someone without announcing your arrival" the darker figure stated, not even bothering to look at the super-hero who was now sitting Indian style to his left and humming cheerfully.

Peter grinned and opened his bag, pulling out two hot dogs slathered in mustard, chili, onions, and some other stuff. He hadn't been very specific with what he wanted and the cart-owner had been so weirded out to be making an order for a guy hanging upside down he probably didn't pay much attention to what he was doing anyway.

"Never been very good with manners. I've noticed you and your golden antlers a couple of times and figured you'd enjoy a bit of company." he held out the hot dog like a peace offering. Half waiting for whoever this person was to flip out and start shooting lasers or something villany. He was pleasantly surprised when instead two bright green eyes turned to inspect the proffered food then a thin hand hesitantly taking it still looking at it warily.

"This mortal food is...odd looking." Tall, dark, and antlered muttered as he turned the bun left and right.

"Hey, it's a hot dog. You know anything that says 'New York' like a chili dog?" Spider-Man asked with a grin, pulling up half of his mask so he could actually eat the food he had payed for.

"I'm not sure you have given this a great deal of thought." came the incredulous voice. "What are the green bits?"

Peter stopped before taking his next bite and shrugged. "No one knows."

"How can you eat things when you do not even know what they are?" he asked in the same tone as before, absolute disbelief and maybe just a little intrigue.

Spider-Man snorted as he swallowed his mouthful, waving his free hand to the surrounding city. "It's the American way pal, You don't like it you can go back to Philly where you came from."

"Asgard."

"Gesundheit. Wait...what?"

Peter's dinner companion sighed "I am from Asgard, not your Philly."

"Oh, that would explain your gaudy fashion sense. Viking was sooo 9th century." Peter was surprised he got an amused snort from the nearly seven foot being beside him. "So can I safely assume you are Loki, or is it bad manners and I should wait for you to formally introduce yourself."

"You are correct, but I was correct in that you lack manners young Spider-Man. You should always address your peers formally. Your eminence, Great One, even Loki-Your-Honor. But, Master Loki will suffice I suppose."

Peter nearly spat out his bite of chili dog trying to keep his laughter contained. "Master? Pffbbtt! Come on, keep with the times! If anything you would be a mister and even then." he gave a huge grin "I'm not polite enough to call you Mister Loki either."

"You are a strange being." Loki stated, but there was a ghost of a smile. He looked down at his hot dog and with a small grimace took a bite. He didn't even get through chewing the food before he was ravenously tearing another piece off. Peter watched in fascinated amusement. No one could resist a good old New York frank.

"Little hungry are we?" he teased as the god continued to decimate the chili dog.

"I have not eaten since leaving Asgard, and though it is not necessary that I do so. The hunger is still very there when I do not." Loki explained lightly, flicking some onion off his face before diving back in for the last few bites of his food.

Peter whistled, Loki had been on this roof for about a week and a half give or take and there was no telling how long he had been on earth before making a habit of sitting here like a creepy gargoyle. He couldn't imagine going for more then a few hours, let alone days.

"Can't you do some voodoo-y magic spells to conjure up food? I mean, I don't know a lot about you since everything about the attack was kept pretty hush-hush but you had some impressive tricks from the footage that wasn't confiscated."

Loki mournfully swallowed his last bite and only pride kept him from licking the mess off his hands. "I can, but it is magic based food. There is no substance to it. All taste, no filling you could say."

Peter handed the last two bites of his food over to the god and Loki took it without pause or thanks. Nor did he complain about hygiene or the like, far to busy getting the messy food into his mouth and not losing anything.

"Well that defeats the point then." Spider-Man nodded sagely, trying not to laugh at Loki's face stuffed like some rabid chipmunk. A rabid, reindeer antlered, chipmunk.

Loki looked at Peter for a moment as he carefully chewed and choked down the last bite.

"While I am thankful for the food, I must inquire about your reasoning. I can plainly see from here the Avenger's Tower is not up in arms so they are not on the way to apprehend me. It is doubtful you have enough power to take me down yourself so...what?"

Peter blinked and pulled down his mask before shrugging. "I dunno, the food was kinda meant as a peace offering or a joke to piss you off. I wasn't exactly sure you were Loki either, and not some weird-o dressing up as a reindeer a few months to early."

"You and Tony Stark have both made that comparison, I find it no more funny now then I did before." Loki twitched his fingers and with a small shimmer of light they both were clean of any remnants of food. "Now that you know my identity are you going to call The Avengers?"

Spider-Man thoughts about it for a moment, tilting his head to the side and noticing when he did he had a perfect view of Stark Tower in the distance. "Nah, then I would really have S.H.I.E.L.D on my case. Plus you've been here for awhile now and haven't caused me any problems that I know about." Peter tilted his head completely to look at Loki. "Why are you here? I doubt visiting the Statue of Liberty is on your bucket list."

Loki looked confused for a moment before letting the jibe drop without asking what it even meant. "I am here to...repent for my actions. I was not completely myself during my last visit and though the Allfather did not punish me as harshly as I would deserve given the circumstance, I have been banished to Midgard for the foreseeable future."The trickster god put his arms behind himself and leaned back.

"So why are you on top of this building? It's a nice view and all, but your bro is living in the lap of luxury not five miles north, it's probably even got central heat and air."

"I have no brother!" Loki snapped. "Plus his living conditions are of no concern to me, I watch the tower to see when they leave to fight. If the attack is close by sometimes I will go and assist them subtly. It is part of my repentance."

"Ah, well that's nice and all. Maybe it would just be easier to get an apartment inside and watch from your window? Less creepy and stalker like at least. Not to mention that I'm not the only hero who's out patrolling. Someone less awesome might come along and decide to shoot first and ask questions later." Peter suggested still looking at Stark Tower.

"I have thought about it, but it requires a vast amount of your currency and I have been forbidden from breaking severe laws with the threat of loosing my magic. Apparently money forgery counts"

"You could get a job ya'know? Make money the legit way?" the teenager offered. "Maybe be a circus performer? Or a street cleaner? Hey chicks kinda dig the whole dark and broody thing, you could probably be one of those models in fashion mags."

Loki's brow furrowed in confusion "A...model?"

"Yeah, basically it's a guy or a girl who's really super hot. They get payed to parade around in expensive clothes and take pictures for magazines. Some make bank pal, it's easy living when your pretty."

"I could make money by just wearing clothes and having pictures taken?" the same confusion remained, Peter was just about ready to laugh that the god was seriously thinking about his joke.

"Yep, but your face is pretty well known bud. It might not be in your best interest." he tried derailing.

Loki looked at him and gave a look that his aunt often employed. The patented 'Peter you just said something dumb' look. It was an Aunty May favorite.

With a bright shimmer of light Peter was no longer sitting by Loki, instead sitting crossed legged and smirking was a beautiful blond women with bright jade green eyes, full red lips, trim waist, endless legs and dainty feet strapped in emerald green heels that matched the rest of her various shades of green outfit.

" I am a shape-shifting god Spider-Man, in this form I am known as Amora the Enchantress."

"Oh well..." Peter nearly choked "that's a handy trick." he shook himself out of his thoughts because he was not checking out the girl who had just been a guy, nope. Not at all. "Yeah, you could model like that unless your bro- Thor would know."

"No, Thor has never meet this shift though he would know her name, I will have to go by something else." he-she seemed to seriously be considering Peter's joke. Well if it kept the god of mischief from causing trouble then it was Spider-Man's duty as a good Samaritan to help the pretty lady wasn't it?

"Well you'll need to put a portfolio together to get a job, so some forged papers will be necessary, is that also against your rules?"

"Birth-certificates and ID cards you mean? I can make those easily enough." Loki/Amora grinned, flashing perfect pearly whites.

Peter rubbed his hands together, grinning ear to ear behind the mask. Science might be his passion but he really did like photography to. Almost as much as crime fighting."Good, so you make up a nice name for yourself and some government papers, then we can make you a pretty portfolio. I'm sure half the modeling agencies in New York will want you."

Loki/Amora dropped her smile after a moment. "Why are you helping me anyways? Is there something you want?" her green eyes narrowed.

Spider-Man waved his arms in front of him in defense. "What? No, no, no! Just doing my goody-toe shoes duty and helping those in need. Plus if you get caught by S.H.I.E.L.D or someone else I would feel kinda bad." he shrugged "Even if you have lied to me this entire time you haven't caused any trouble. So why not?"

"You are a strange being." she repeated with a ghost of a smile before reaching into a pocket on her skirt's belt. Loki pulled out a dark green stone with a lime green rune carved into the front and gently handed it to the teenager.

"This is a signal rune, hold it in your hand and think of me and I will come. Use it when you are in danger or simply wish to see me."

Peter chuckled and pocketed the rune. "You could always just give me your cell phone number. Much easier."

Loki laughed "That will have to wait until I can afford one sadly. Until then I'm stuck with magic."

"Bah, I bet your rock has great reception anyways. Way better then any cell."

She shook her head at their banter before standing up on the edge of the building. "It has been enlightening and intriguing, I shall see you later, Peter Parker." Amora waved in a fairly flirtatious manner before disappearing from sight.

Peter wasn't sure if he should be worried that the first person to know his secret identity was a former villain. Or be excited to have somehow just made friends with that same being.

He just went with confused, it was a nice middle ground.

!

I like Amora sometimes(when she isn't obsessively lusting after Thor) plus since she usually works with Loki in all his schemes it seemed fitting. Lady Loki(swear to god she is canon and hot as sin people) will be used later. I'm sure some are confused about why I didn't use his real girl form instead of having him take on another character but it will be explained later. BTW sorry Executioner will not show up. I may be using Amora but he doesn't fit.

I also don't feel like I gave Spider-Man enough cheek. I like sarcastic witty Spidey (as opposed to the trilogy whiny-Spidey) and tried to keep him in character, but it's my first time writing any of these people so I ask forgiveness if I mucked up.

Be kind! Give me your mind! Reviews feed the monster!