I'm back writing again and figured I'd try my hand at pairing Spidey with women from Marvel, DC and maybe a few other places.

Starting off with Carol Danvers AKA Ms Marvel this is set during a Dark Reign AU

He didn't make sense.

No matter how hard she tried she couldn't understand him.

His 'arch-nemesis' as he called him was in control of one of the most powerful agencies on the planet, had forced the Avengers into hiding and put he himself at the top of the most wanted list.

But he was seemingly content.

He hadn't seen his home, his friends or his aunt in months because they were in hiding too.

But he was cracking corny jokes as if nothing were wrong.

He had come up with a hare-brained scheme to take Osborn down that involved contacting amongst others Tony Stark; a man who had played a major hand in not only their current predicament but also the death of his wife.

But he was undeniably happy.

Carol didn't have a clue as to why he was in such a good mood, all she knew was that she had to know why.

So with this in mind she cornered the wall-crawler in the kitchen of the New Avengers hideout just as he was preparing a sandwich for himself.

"Uh, Pete can I ask you something?" She queried, his focus shifting from his sandwich the moment she spoke.

"You just did M&M... Um sure Carol go ahead." She realised he must have noticed her annoyance at his initial response, but she pressed on with her query.

"Why are you so happy?" He just stared at her blankly in response. How she could tell it was a blank stare with his mask on she wasn't quite sure, but in any case she proceeded with an explanation. "Osborn's in control and has turned half the country against you, you haven't seen or spoken to your aunt in months and your plan with undeniably slim odds involves working closely with Stark who you have multiple reasons to hate. But you're genuinely cheerful and for the life of me I can't figure out why?"

Pete remained silent for a few seconds probably thinking things over before responding. "I have two reasons to be happy. First off I know Osborn too well, almost regardless of what we do eventually he will show his true homicidal self to the world at large, and when that happens he will be brought down and exposed whether it's by our hand, the governments or even his head henchmen someone will bring old Normy down. To put things simply I have hope."

Carol pondered this for a moment before replying "Yea that's all well and good but you already told us this weeks ago and you've only been cheerful over the past couple of days. And it doesn't change the fact that things are incredibly bad for us now."

"I suppose that's true but I've changed the way I perceive the world a bit lately. I guess I'm just trying to 'Always look on the bright side of life'." He then starts whistling and Carol rolls her eyes as a small grin forms on her face.

"Ugh! I am never letting you pick the movie again, I've had that song stuck in my head for days!" She exclaimed with obviously false annoyance.

"You know you love them." he retorts.

"Do not!"

"Do Too!"

"Do not, and by the way what was your second reason for being happy."

He chuckles "Nice change of topic there. My second reason for being happy is simply the fact that I've had good company."

Carol frowns "But it's just been the two of us for the past couple of days."

"I know." She can't help but smile at that.

Peter rolls up his mask to reveal a full-grown grin of his own. He takes a bite of his sandwich and slides a second plate across the bench to Carol with a sandwich of her own.

Its only later that night that Carol realises what she truly considers to be the most perplexing thing about Peter. Despite all the things about him that annoy her, from his self-confidence issues to his perplexing habit of blaming himself whenever something goes wrong, despite all of that she likes him.

She likes him a lot.

So tell me what you think and let me know if there's anyone you want paired up with the wall crawler, I already have ideas for Squirrel-Girl, Supergirl, Wonder Woman, Pepper Potts as well as a follow up to this one.