There was something fishy about this whole thing, Carol decided to herself as she watched the wreath float off into the distance. Something very fishy. She just couldn't figure out what.

She folded her arms and squinted at the procession paying respects to the late Tony Stark. There were his closest allies and family at the front; the fool of an Asgardian, the hero of her childhood, some green monster thing and his best friend. Just in front of her were people that even she didn't know the names of, and she prided herself on knowing everything about a situation. There was that ragtag alien group, those people who could shrink and the army people behind them. She felt that she should be standing with them; that's where she belonged, once upon a time. Even the one who was the closest to what she was, was with them.

His family was in mourning. She understood that and respected it. Hell, the only reason she was here was to pay respects to, as far as she knew, the third person to ever wield more than one infinity stone at once. That alone was enough to make her sit through the boring ceremony.

And he was also the first to die wielding them. She guessed that being just a mortal man was kinda the problem here, considering Professor Green and Thanos had survived with damaged arms.

"It's a strange world, isn't it?" A familiar voice spoke from her right. She didn't bother to turn and acknowledge it, as much as she wanted to.

"It is." She replied, continuing to scan the crowd. What was so fishy about this? She had to figure out this puzzle. Or she could ask the wizard. He might know. She had talked to him a few hours ago, and he was a very knowledgeable person.

"Your little romp forty something years ago gave me the inspiration for all of this, if you wanna know." Nick Fury finally stepped beside her, and she sent a small glance in his direction.

"A funeral?" She raised an eyebrow. "Even I know that they exist here already."

"The Avengers." He gave her a small smirk, then returned to his solemn look. "People with extraordinary abilities, all purposed towards protecting and defending this planet from threats within and without."

"Seems like they did a good job of doing it." She answered sarcastically. "Although, they did succeed in the end."

"All thanks to you." She wasn't listening to him anymore. She had found what was so fishy.

There. That was it. The spider boy. She narrowed her eyes at him. He had tried to fight the entire army of Thanos head on, even though he was handicapped by the gauntlet as well. She had applauded his bravery when she had seen it, but then quickly realised he was nothing more than a boy. A terrified, scared boy who could kill Chitauri with his bare hands. That alone piqued her interest. The rest of him? Icing on the cake.

"Why is a fifteen-year-old boy protecting the planet." She asked. "Even the Kree don't send their people to defend anything until they are considered an adult."

"You talkin' about Parker?" Fury looked at her. "It was his choice. Stark gave him every opportunity to turn back from the fight. Hell, he even ordered the suit to take him back, yet he found a way to continue his… quest, I'll call it."

That was something interesting. She appraised him in a new light, letting what she had seen at the ruins of the Avenger's Compound disappear for the moment. He was grieving; from what she knew, he apparently saw Stark as a parental figure as a replacement to his dead parents and uncle. But underneath that grief, she saw something building within him; his rigid stance showed her that he was willing to make his 'father' proud.

"He wanted to prove something." She nodded. "Something to the world, and to Stark."

"And I think he did." The former Director smiled. "I've never met the boy, but I do hear he is an interesting person. And that is enough for me to warrant meeting him."

Her mind was made up.

"I want to know." She turned fully to him for the first time in years, finally letting her eyes meet his. "I want to know why."

Peter wandered into the forest, not particularly caring where he was going. Stumbling over a root, he felt the guilt and grief begin to build up again.

Why did Mr Stark have to die?

It should've been him. He had the gauntlet and all six stones in his hand, he could've snapped away the army and everyone could've lived out their life in peace. He could've been the hero that Mr Stark had wanted him to be, and the one he wanted to be. Tears began to spill from his eyes as he fell to his knees.

"Why?" He closed his eyes and whispered. "Why, Mr Stark? I've got no one left. Why did you have to die?"

The forest, of course, did not answer or provide him any consolation. If anything, the wind mocked him. He continued to sob, slowly falling into a heap. He knew that Mr Stark would be telling him to move on, to continue the mission, but he couldn't. He wanted him back. He was selfish, but he didn't care.

Mr Stark… Mr Stark was the-

"Spider-boy." A female voice called out from behind him. He gasped and tried to regain control of his emotions. Wiping the tears from his eyes, he turned around in fear to see her.

It was her. The one Cap had told him specifically not to piss off. The one that rescued him from everything Thanos had thrown at him. The one that could break him in two and not break a sweat.

Captain Marvel. Carol Danvers.

"Uhh... Hey?" He replied nervously, his voice even sounding super jittery to himself. Great.

Carol was staring at him, and with great intensity too. She looked like one of his teachers, just waiting for him to slip up for an excuse to send him to detention.

An awkward silence, for him at least, passed. He swallowed. Her eyes narrowed as she stared a hole through him.

"Are you going to kill me?" He blurted out, and her face fell into a smile.

"Kill you?" She looked at him with amusement. "Where did that come from?"

"I screwed up in the battle, didn't I? And Cap told me not to make the bitchy god woman ang- Oh shit!" His hands slammed onto his mouth as his brain finally caught up.

"Bitchy god woman?" She laughed, and his blood ran cold. "That's what Mr Righteous called me? That's very tame."

"I'm going to die, aren't I?" He threw himself at her feet, trying to bow and kneel as far as he could. He may as well try to get on her good side. "Please don't kill-"

"Look here, Spider-Boy." Carol picked him up with one hand, lifting him to until he was face to face with her, his look of terror contrasting well against her morbid amusement. "I don't like killing people, unless it's the bad guys. Are you a bad guy?"

"Uhhh…" How could he answer that? That was an obvious trap. And besides, he had done enough 'morally ambiguous' stuff to make him not a pure hero like Cap. "I think I'm not?"

"You fought Thanos. Twice. That's not something many lifeforms can say." She tilted her head as she appraised him. "What's your name?"

"Pe- Spider-man." He recovered, remembering the first rule that Mr Stark had told him.

She responded with a snigger. "Pee-Spider-Man." Shaking her head, she let him go and he deftly landed on his feet in a crouch. "Did you get that name because you peed your pants one time?"

"Wha- No!" He stood up, hands out. "I'm Spider-man! I haven't peed my pants ever since I was a kid!"

"You're a man now?" She glanced at him, then quite deliberately looked him up and down. "I guess squirts like you are what they call men these days."

"Hey!" Peter answered, offended. "I'll let you know that I can lift-"

"What is your name, Spider-Boy." She interrupted him and folded her arms, then smirked as an idea came to her. "Or I will kill you."

Peter went pale. "PETER! PETER PARKER!"

She laughed. "You are too easy to tease."

"Yeah, only because you are the cosmic girl who could probably level the planet if she wanted too." He snidely replied, turning away as his face went red. "And I'm just an ordinary guy."

"That's true." She shrugged. "Not like I want to, anyway."

She let silence take them as she waited for him to regain his composure.

"Anyway." Carol unfolded her arms and stared at him again. "Why are you here, in the… 'Avengers'? What's your story?"

"Because, it was my dream. And it's something I need to do." He answered.

"Your dream?" She gestured for him to continue.

"Yeah. When I was a kid, Mr Stark saved me from some rogue robots at one of his conventions. From that day on, I wanted to be just like him. To be able to be a hero, to be the one people wanted to see, to help those who needed it." Tears began to fill his eyes. "Then I was bitten in middle school by a spider, and I was lucky enough to get these powers. I tried to make my own suit, make my own name for myself. I couldn't get further than New York, but to them, I was their friendly neighborhood Spider-man. And for them, I was Mr Stark. I was their hero."

"But?" She could see where his line of thought was going.

"He found out and talked me into helping him out with a dispute with the Avengers. He built me my first suit. My first proper suit, specifically for this assignment, but he let me keep it. I tried to make him proud, I tried to be more than just the friendly neighborhood Spider-man. He taught me that everyone can't be the big hero; someone needs to be the one for the little guys, like I was. He became my mentor, my…" He couldn't. He began to cry, then swallowed as he tried to rein it all in. Carol, however, rolled her eyes.

"Look, you need to let it out." Uncomfortably, she spread her arms. "I'm not too good at giving these, but- oof!"

Peter threw himself into her arms and began to cry. He felt her arms wrap around him, and then slowly tighten.

"He was your father, wasn't he? You looked up to him as one." She asked and got a muffled 'yes' in response. Her eyes softened slightly. "Look Spidey Boy, I think you made him as proud as you possibly could."

"I could've snapped." He said, and the frown reappeared on her face. "I could've been the one to end it."

"What? No!" She pushed him back slightly. "Are you crazy?! You couldn't have wielded an infinity stone, let alone six of them!"

"Mr Stark didn't have to die." He looked at her, his eyes red and miserable. "I could've been the hero he wanted me to be."

"Tony would have wanted you to live, Spidey Boy." She shook her head. "Not wasting your life trying to be the hero!"

"I could have-" She held up a hand and silenced him.

"Peter." She looked him in the eyes, her intensity forcing his to look back. "Your life, your powers; they were a gift to you. I'm sure Tony wouldn't want you to waste them with a suicide wish. Even then, no one knew what Tony was going to do until he did it. It was his choice, Peter. He should have never needed to make it, but it was his choice."

She let it sink in, watching his eyes narrow and widen at her words.

"And sometimes, the biggest hero is the one that protects the little guy." She smiled softly. "If you were gone, who would protect them?"

"I just want him back…" He began to cry again, and Carol pulled him in. "I want him back more than anything…"

"He sacrificed himself for all of us. To give us a chance." She whispered. "He did the bravest thing no one should ever have to do."

He buried his head into her chest and continued to cry. She rested hers atop his and merely gave him want he needed.

Comfort.

"I guess you spoke with him, considering your shirt is wet." Fury commented as she walked beside him.

"Maybe." She answered nonchalantly. Her mind was focusing on where she had to go next. Probably Xandar. Or even to the Sovereign Race. Or revisit the Skrulls again.

"Did you have a little heart to heart?" He gave her a long look. "Something you aren't telling me, Danvers?"

"None of your business." She stopped as he put his hand on the car door.

"I'm guessing you aren't sticking around." He turned to her, serious. "I gotta say, we could use you here, now our two heavy hitters are gone."

"Both?" She raised an eyebrow. "And there are thousands of more systems out there that need me."

"Let's just say if you do return, Cap won't be the same man. He got that look in his eye." He nodded to her, and she nodded back.

"Understandable." She looked to the sky, letting her suit flow out.

"Safe travels, Danvers. Don't be gone too long this time." Fury began to get into the car, until her voice stopped him.

"Keep Parker safe." She closed her eyes and turned to him. "Promise me that."

His eye widened in shock, and he smirked. "Just Parker?"

"Keep all of them safe, you dolt." She rolled her eyes and returned her gaze to the sky. "But I would like Parker in one piece when I return."

"Sure…" He eyed her suspiciously. "But why Parker?"

"Forget it." She jumped and let her cosmic force propel her out of the atmosphere and planet.

Fury merely smirked at her trail, then gestured to his left.

"Ten bucks says she's got something for the boy." He said, and Maria Hill walked out from the tree she was hiding behind.

"Sir, with all due respect, he's like a quarter of her age." The former SHIELD agent tilted her head.

"Stranger things have happened in our lifetime." He gestured to the seat as she walked forward. "Ten bucks also says you still don't get married before I kick the bucket truly."

"I'm married to the job, sir." She smiled as she climbed in. "I'll be taking that money before you die."