"...shouldn't have been able to just walk in, right?" Peter asked as they zipped through the air at top speed. The wind ripped at his mask, and face by extension, making it hard for him to breathe properly. Wow, he thought, flying is way faster than web-swinging the whole way. And cheaper. Maybe I should invest in a spider-chopper. Right after I finish building my spider-mobile and spider-armour. And when I win the lottery.

"And that's what worries me!" Ms Marvel replied with a grim expression. "No one I know could just walk through Captain America just like that without packing a major wallop. Same with Iron Man and Vision."

"Then I'm gonna be of no help whatsoever!" He said as she veered to the left. "Just target practice!" he said as Avengers mansion came into sight. Even from his vantage point he could see a hole in one side of the building. Inside the windows, he could see a fire burning.

"Hang on!" Ms Marvel shouted as she dived downwards, increasing her speed as she shot through the hole in the wall and came to a sudden stop.

"Oh my god.." Peter whispered as Ms Marvel dropped him and he took in his surroundings. A fire was burning down one hall. A collapsed wall was to his left, leaving rubble scattered all over the floor. Two doors had been torn off their hinges. Peter knelt down and picked up a red piece of metal that was at his feet. Several feet from him, Peter could see the armoured avenger lying under a support beam, unconscious.

"Tony..." Ms Marvel muttered as she examined the metal he was holding in his hand. "What could do..." Seconds later a scream tore through the broken halls, causing both heroes to shoot their gazes around. "You look for more survivors," Ms marvel said in a commanding voice as she rose to her feet.

"And what are you gonna do?" Peter asked, somewhat concerned about what her answer would be. "You can't seriously be thinking about going..."

"Whatever it is tore through three-quarters of the Avengers," Ms Marvel cut in, "If it gets out of here lots of people will die. I want you to find any survivors you can and then get out. Contact Reed Richards at the four freedoms plaza. Hopefully we'll be able to rely on the Fantastic Four for backup and..." A second scream cut her off, and Ms Marvel shot off down the hall after it.

"dammit," Peter swore as he scanned the area. He spotted an arm sticking out from underneath the downed wall and moved closer. "Hang on," he shouted as he lifted the wall with one hand and pulled the rest of the body with his other. He instantly recognized the body as that of Hawkeye, the bow and arrow wielding Avenger. "Come on.." Peter muttered as he dropped what remained of the wall after making sure no one else was trapped underneath. He examined the Avenger's condition, soaking in the large gash reaching across his temple and down the man's cheek. Peter also took note of the puncture wounds to the man's chest and the fact that his left arm was broken badly. His spider-sense blared a warning, forcing him to roll to the left out of the way of a blast of blue energy.

"Get away from him!" a severely battered Iron Man shouted as he lifted the wooden beam off of himself. The man's iconic armour was rent and battered all over the remaining metal portions, which where so few that Peter could see exposed flesh underneath. The helmet was missing entirely and Peter could see his arc reactor begin to flicker. "You..."

"I'm here to help!" Peter snapped as the golden armoured avenger dragged himself over. "I was with Ms Marvel when your robotic friend crashed into the roof and warned us."

"...carol..." Iron Man whispered weakly with a synthesized voice, "...that...thing...it...she's gonna get herself killed!"He finished with a shout as he stumbled his way across the room. Peter put a hand on his shoulder and stopped him.

"You're in no condition to..." Peter began before being cut off by a mighty CRASH! that sent rubble flying into the air as a body impacted the far wall. Even through the thick dust that hung through the air, and despite the bloody visage, Peter could make out Ms Marvel's figure perfectly. Her outfit was torn in numerous places. Her red sash was missing entirely and the leather had been blown off of her right shoulder, leaving an angry red gash in it's place. Her fair skin was splattered with blood.

"So strong..." she whispered weakly as the black mask covering her eyes fell to the ground. "He's..."

"I am life. I am death," a powerful male voice stated clearly with a challenge as he stepped through the hole Ms Marvel's body had made with extreme poise. "I am Alpha and Omega. I am the end and the beginning." The man continued as the dust settled to reveal a long black cloak draped over a man with equally black hair that reached his shoulders. "I am Morlun."

"You are in need a hair cut," Peter smirked as he got to his feet. His hands curled into tight fists as he prepared to fight. Well, as much of a fight as I can, given how he threw Ms Marvel through the wall... Peter threw a punch forwards towards Morlun's jaw, only to be blocked by a deft arm and receive a blow to the jaw in return. The force of the blow sent him falling backwards as blood began to trickle out of the corner of his mouth. Holy shit that guy's strong!

"AAAAHHHHHH!" A woman's voice cried out as a blur of red and yellow shot through the hole in the wall and crashed into Morlun with extreme force. To Peter's shock, the body-check did nothing to faze it's intended victim, who absorbed the blow without flinching. A green energy discharged from the attacker's hand and impacted Morlun's face, forcing a tiny squeal of pain to escape the man's mouth, but he recovered quickly.

"A totem you are, child." Morlun said with contempt and pity. "One like the many who have come before you and fallen by my hand." Morlun continued as he threw the attacker aside with a simple hand gesture. "Your life's energy will sustain me. As will the energies of your allies." He said as he turned to face Ms Marvel, which was to much for Peter, forcing him to react rashly.

"Hey ugly!" Peter chided as he slammed his shoulder into Morlun's stomach with with enough force to knock over a fully-grown man. It felt like running into a brick wall, but Peter had no time to recover, as he felt his arm being grabbed and he was pulled to the side.

"You are not like the others," Morlun said in a haunting voice as he slammed Peter into the wall. "You are something else entirely, child. I shall enjoy feasting on your life force. I shall assimilate you into me. I will end you."

"Get in line!" Peter called out as he kicked at the man's arm, forcing him to release and drop Peter. If this psycho only knew how many people have sworn to kill me, Peter thought as he followed up his attack with a low sweeping kick. The blow impacted, but caused pain to lance up Peter's leg without affecting Morlun.

"I see you wish to die in the fashion of your allies," Morlun taunted as Peter launched a fruitless series of punches to his stomach. All of which failed to affect him whatsoever. "An ideal that does not serve any purpose that I understand." Morlun continued as he kicked Peter away. "But if it makes your own death seem more noble to you then..."

"GGGAAAHHHH!" Ms Marvel cried out as she fired a mighty blast of energy towards Morlun. Peter shielded his eyes as the bright light seared at his eyes. Seconds later he opened them, hoping to find Morlun on the ground writhing in pain.

Instead he found him choking the life out of Ms Marvel, who kicked with extreme futility. The only sign of Ms Marvel's attack being a thing tail of smoke issuing from Morlun's shoulder.

"You possess a different form of life energy. One that I have not tasted before," Morlun said with a hint of victory in his voice. "I shall enjoy draining every last ounce of you." A blueish energy erupted from his hand and enveloped Ms Marvel's skin, forcing a terrible scream from her cracked and bloody lips.

"No body contact!" Peter shouted as he threw all his strength and weight into a body-check that caused the slightest sway in Morlun's body. Peter was thanked for his effort by receiving a sharp blow to the temple that sent him reeling. He hit the wall as the whine of an artificial energy blast boomed through the room. Through bloody eyes, Peter could see Morlun react slightly to Iron Man's repulsor ray. Very similar to how he reacted to Ms Marvel's and the red and yellow avenger, who's name Peter could not recall at the moment.

He survives off of life energy, Peter thought as he winced in pain. But all three blasts affected him slightly. They must disrupt his powers somehow, weakening him. Just not enough to finish him. Fire lanced up his arm as Morlun picked him up forcefully. But where one fails...three might succeed! Or tear a hole in the universe. With that, Peter smashed his free fist down on Morlun's arm and broke the man's grip as well as his own arm. But the pain would have to wait, as Peter snaked both arms around Morlun's body, forcing him into a tight hold.

"ALL THREE OF YOU, HIT HIM NOW! BLAST HIM!" Peter roared as he tapped into all his strength to keep Morlun at bay. He succeeded, but only barely. "EVERYTHING YOU'VE GOT! HIT HIM IN THE CHEST!" He continued as he felt Morlun begin to escape his grip. Peter watched as Iron Man raised his arm, as did the woman in red and yellow. But he also saw into Ms Marvel's crystal clear blue eyes, which where blurred by a mixture of grime, sweat, blood and tears. He saw her hesitation. "Do it," he said, more to her than the other two avengers.

And she did. Three streams of energy burst forward, one yellow, one green and one blue. They merged together and struck Morlun's chest as a silent scream escaped his lips. Then darkness enveloped the world according to Peter Parker.

Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Two hours later

His eyes snapped open and he shot upwards, shaking his head from side to side in complete disorientation.

"Easy son," a calm voice said as a heavy hand was placed on his shoulder from behind. Peter twisted his neck to get a better view of the speaker. Through his slightly swollen eye, he could see the tattered stars and stripes of Captain America, who had his arm in a sling and a bandage over his forehead. "That's some nerve you've got, showing up like you did."

"What?!" Peter shouted as he spun around, getting his body ready to pounce at the slightest hint of danger. This is it, he thought, I'm under arrest. But I might be able to make a break for it if I... his eyes shot towards the nearest window, and he began to judge the amount of time it would take him to reach it against how long before someone could react.

"Showing up, pulling a wounded Avenger to safety. Putting up that kind of fight," the Captain said with a smile as he shuffled towards Peter, who remained crouched and weary of any potential threats. He also took in his surroundings. He hadn't been moved while he was out cold, as he could still see the beam that had trapped Iron Man and the wall that had been pinning Hawkeye. "That's Avenger material."

"If you skip the 'wanted for murder' part," Peter replied as he edged towards the window.

"I think we can safely assume you aren't a dangerous killer psycho," a woman's voice said through the body-sized hole. Less than a second later, a woman floated through. Peter immediately recognized the red and yellow pattern from the fight, though her name escaped him. "And in case you forgot," the woman continued, "I'm spider-woman, by the way, copycat."

"Go easy on him," Captain America said to Spider-woman. "He did just save us from that thing."

"Well did you give him the offer yet?" Spider-woman smirked lightly as her feet touched the ground. "Or should I?"

"If the offer is to arrest me," Peter cut in aggressively, "I'll decline."

"Hell no," said spider-woman with a hearty laugh. "Carol told us all about her talk with you last night. That you're lying to the police about it all."

"Spider-woman!" Captain America shouted as he made a cutting motion across his throat, indicating that she stop talking.

"Woops!" Spider-woman said as he hands flew to her mouth. "I spilled the beans on C... on Ms Marvel's secret I.D! She's gonna kill me!"

"What offer!?" Peter demanded as he stood strait.

"To join us," said a newcomer, who entered through the doorway. "As one of the Avengers," Tony Stark continued as he extended his hand in friendship. Peter eyed him suspiciously as he shook his hand. "We've cleared your name with the police."

"How?" Peter asked as he tilted his head in confusion.

"Ms Marvel gave a confession. She told them what you told her. And since we're way above their paygrade, they had to believe us no matter what," Tony Stark continued with extreme confidence. "So, will you take the offer? I promise I won't shoot at you again."

"I..." Peter stuttered as he looked from one avenger to the next. "I'd have to unmask, wouldn't I?"

"Only to us," Captain America replied. "Not to the public. We understand that you may have family members to protect. We only require you to unmask and tell us your full name, a security sentence and next of kin in case of an imposter. Sure, this is my chance to get in the big leagues, but can I afford it? I can't commit 100% to them, as I've got to keep a job at the bugle. And... his train of thought stopped as Ms Marvel entered his field of vision, wearing a simple blue shirt and grey track pants. The only way he could tell it was her was the fact she was flying and her familiar hairstyle. Something about her sudden appearance gave him the ounce of solace that he needed.

"Peter Parker," he said as he pulled his mask away. "Reporting for duty."

End of Part 1