"What happened here?" Jean Dewolff asked as she crossed the yellow tape. She was met by a stoically faced FBI agent in a suit.

"Two teens ran out of here screaming blue murder. Someone called the cops, and they called us, and this is what we found." The agent replied, as he led her around the corner. The flickering police lights illuminated three bodies being examined by a team of forensics experts. "There've been several similar incidents across the state, and we think they're all by the same team. Or individual."

"How can you be sure?" Dewolff replied as she crossed her arms. "People get gunned down on this street all the time. It could be a co-incidence."

"Not likely," one of the forensic experts said as she stood up and turned to face Dewolff. "The sheer amount of skill that it would require for a group to take down three people quickly and quietly is rare. And it would be almost unheard of for one person to do it alone. And a gun wasn't involved on the attacker's part."

"Lady, we're in Super-villain grand central station," Dewolff said as she crossed her arms, "for all we know, this could be some Green Goblin wannabe trying to make a name for himself."

"I don't think the Green Goblin's got anything to do with this," said another one of the forensic examiners, this one a man in his thirties with curly brown hair. "From what I read in the Bugle, he likes to shoot people with his glider and throw grenades at them. Whoever did this had a much more brutal approach."

"Define brutal," Dewolff scoffed, New York has a much different definition of crime, she thought.

"Does being stabbed and sliced by a plasma torch count as brutal?" the man answered as he gave her a clear view of the bodies. All three had been cut into several pieces, but there was a lack of blood, the wounds having been sealed by heat. It made the hardened police officer sick inside.

...

"YYYEEEERRRRGGGG!" was followed by a series of rapid smacking sounds coming from the avengers training room, forcing Peter to rise from his chair and check out the disturbance. It was late at night and he was spending a quiet evening in the Avengers Mansion. Crime had taken a downturn in the last few weeks, and Peter was taking the time to relax as much as possible.

Not entirely possible when someone is wailing on a punching bag in the next room like their life depended on it. Although he was fairly certain of who it was, he still went to investigate. His suspicions where confirmed once he saw Ms Marvel striking a heavy bag. She had her hair tied back in a ponytail and wore a midriff-exposing workout outfit that was dripping with sweat.

Although he hadn't said anything to her about it, he had noticed a change in her demeanour. Before she had been aloof and methodical, and now she was more direct and aggressive. He just stood on the spot as she delivered a particularly powerful powerful strike to the reinforced bag.

"Trouble sleeping?" he asked in a break between blows. "That happens sometimes. Me, I keep hearing a blonde bombshell going off."

"Sorry about that," she said as she resumed her striking of the bag, keeping her strikes more reserved this time. Wait, did I just say...

"And what demons are keeping you up?" he asked her, unintentionally interrupting her train of thought as he did so.

"I don't have demons," she snapped as she threw a few kicks into the mix of blows. "I'm air force. I'm an Avenger. I deal with things and move on. End of story."

"You're also human," he replied with a slight shrug as he approached her.

"Unlike you," Ms Marvel snapped, "I'm half human. That's something I have to deal with on my own, because there's no one in the same position as me."

"You're kidding right?" he asked as he came to a stop three feet from her.

"I don't kid," she said briskly as she wiped the sweat off her brow. "Kree don't know how to make jokes. So neither do I."

"And spiders don't know how to walk on two legs, talk, punch baddies and eat hot dogs," he smirked lightly, "Yet I do all this things. Sometimes more than one at a time." This got her attention, as she stopped her workout completely to turn and face him.

"The Kree are bred to be the best warriors. I don't know if you remember, but they tried to take over the planet once and nearly succeeded. The only reason we won was because we where better, but only barely." She said coldly as she stared down at him, "I'm half Kree, so I need to train twice as hard to be as good as them. And I don't want to be caught unprepared. So I train whenever I can, even in my spare time. Maybe you should consider doing the same."

"I get lots of practice," he said with crossed arms.

"Witty replies don't count," Ms Marvel said coldly. "I train four hours a day. SEALS train for six. When was the last time you trained for more than five minutes?"

"You want training?" he offered with a smirk and a raised eyebrow. "Follow me and I'll show you."

...

"This isn't training," she said as they both sat crouched on the roof of a high-rise building. "This is a waste of my time."

"Really?" Peter offered as he tuned his enhanced hearing to the sounds of the city. "Because I can hear six separate sirens, Two of which are police, and one ambulance and three fire engines. I can hear people shouting in a domestic situation with a crying baby and I just heard three gunshots."

"So?" Ms Marvel said with a shrug, "It's not like we can stop them all. Our time would be better spent preparing for a larger threat like a doom-bot or something."

"Our time would be better spent helping in any way we can," he replied with a snap. "Sometimes helping the people means pulling cats out of trees one at a time." A brief image of Iron Man climbing a tree to pull out a cat popped into his head, making him smirk at the corners of his mouth.

"Sound's like I'm a little bit of overkill," she said as the wind ripped at both of them. He watched as Carol wiped the hair out of her face as she continued, "I might break the cat. Or the tree. Or the little old lady."

"Well what's it gonna take for me to convince you to participate?" He asked her.

"A lot," she replied with a slight smirk.

"All right, how about a contest," he said as he stood up strait and clapped his hands together. "We go our separate ways for an hour. Whoever stops more bad guys wins. If you win, you can do whatever you want with me, like use me as a human punching bag for an hour or something."

"And if you win?" Carol asked as she imitated his stance.

"You have dinner with me and my Aunt next week," he said with a smile as he prepared to swing, "she's been pestering me non-stop about getting you to come over for dinner."

"It's a deal."

...

The wind whistled past her ears as she shot through the city. Her hair was whipped back and forth by the gusts of air as she searched for one of New York's many crimes. It was an exercise that she was surprised to find herself enjoying much more than she had anticipated.

Usually when she flew in New York, she was above the buildings going super-sonic, or she was in the midst of a fight. But now she was close enough to see the minute details of the city. She could see parents putting their children to bed in rooms plastered with posters and littered with an assortment of toys.

She watched from above as a young couple walked down the street, arms wrapped tightly around one another in an embrace with clear intent. Somewhere in her heart, it pained her to know that she had never actually done something as normal as walk down the street, holding a date's hand. She had always been studious in High-school, staying up late at night to achieve the highest grades possible, in a vain attempt to gain her Father's admiration.

And she had joined the air force right out of High School, and dating opportunities where thin on the line, even without the extra hours she had put in, eventually becoming a full-time fighter pilot and earning the attention of NASA.

She had practically jumped at the opportunity to work with the space agency. Only, she soon discovered that she lacked the 'right parts' as one of her superiors had put it, and wound up as a security guard on a remote outpost in the Rocky mountains.

That's where she had met Lawson, and started her first real romantic relationship. Things had been going well, until the Kree came and screwed everything up in her life.

"Lawson! What's going on?" she shouted as two blue skinned aliens approached her with what looked like guns.

"Mar-Vel, you are hereby named a traitor to the Kree empire and will be terminated immediately with extreme prejudice," one of tee aliens said as it aimed it weapon at Lawson.

"Nor-Var, we don't need to eradicate the humans!" Lawson shouted as he motioned for his watch. He pressed the top of it. The Lawson she knew was replaced by another alien, who held out a hand for her. "Carol, listen to me I..."

"ACTIVATE THE PSYCHE-MAGNETRON!"

"No!"

The next few months had been hell for her. She discovered the truth about Lawson, that he was really a Kree warrior sent to examine Earth for potential threats. She also discovered that she had been imbibed with superpowers. Talk about culture shock, she thought as she continued to fly through the city, looking for any trouble.

And she didn't have to look far to find it. Loud shouts alerted her to a nearby gang beating taking place.

As she shot downwards, she took notice of the two men huddled in the centre, trying to shield themselves from mighty kicks and punches.

"Ahem," she said as she came to a stop several feet above the jeering crowd. All faces turned up to face her, and she saw both smiles and cowardice emerge. "You've got to the count of three. One."

"Lovin' the outfit!" one person jeered. "Can I smell you!?"

"Two," she continued.

"How 'bout the sash?" another man hollered. "Can I have that to remember you by whenever I wanna jack off?"

"Three," she said as she raised her hand, preparing to knock them all to the ground with a single blast of energy. She watched as people began to run for cover as the yellowish energy gathered around her fist. She reared her fist back to fire, but stopped herself. It would be overkill, like she had told Peter before. She realized she needed to teach these people a lesson in humility.

So she resorted to hand-to-hand combat. Crowbars and two-by-fours and baseball bats where useless against her super-dense skin. She snapped arms with ease and sent attackers flying with practice.

She twisted the hand of a man who copped a feel of her chest in the midst of the flurry of action and sent him flying into a wall. She snapped her leg out as another man made a move to grab her from behind and headbutted the last one into submission.

Her chest heaved as she looked around for any more threats. Adrenaline pumped through her body in a way she had never experienced before, and she liked it. She smiled as she shot upwards into the air once more to search for more crimes. She had less then ten minutes left, and her competitive side wouldn't allow her to lose.

She searched the city vigorously, scouring every corner, but came up empty and decided to return to the arranged meeting spot. In less than a minute, she arrived, only too find herself alone. Ten more minutes passed by and she was still alone. Half an hour more and she couldn't take it.

She resumed searching, this time for Spider-man, not just criminals. Her heart raced faster and faster as time soldiered onwards. She even called the mansion, almost fearing something was wrong.

"Something wrong Carol?" Captain America said on the other end of the line.

"Is Peter there?" she asked, doing her best not to sound worried.

"Who?" Captain America replied.

"Spider-man," she said as she came to mid-air halt, "is he there?"

"No, security shows him leaving with you two and a half hours ago. But I'll call you if he shows up."

"Thanks Cap," she said as she shot forward, going much faster. She swerved past skyscrapers and under bridges, using all her senses to try and locate him.

"Spider-man!" she called out several times in repetition. The fact that she didn't receive an answer only added to her growing worries. And seeing several strands of webbing outside of a house with six police cruisers parked outside didn't help at all. "Spider-man!" she shouted as she dived down at top speed, practically breaking the door down as she entered the house, ready for a fight.

Her sudden entrance also startled the ten police officers inside, all of whom had drawn their firearms and pointed them at her.

"Where is he?" she half-demanded, half-growled as she felt her hands charging with energy.

"he's...upstairs..." one of the police officers said. No sooner had the woman finished then Carol zoomed up the staircase and into the first room with an open door. No one was inside, so she went for the second and found nothing. She threw open the door of the third room and found Peter just standing in a corner, doing nothing.

"You ass-hole!" she shouted as she grabbed his shoulder and spun him around and pinned him to the wall. With her free hand, she struck him across the face with a mildly hard slap. "Where the hell where you! I.." she stopped as a small fist punched her thigh. Shocked, she turned around, finding that a small Israeli boy, no older than six years old staring up at her.

"Don't hit Spider-man!" the little boy shouted as he pounded his tiny fist as hard as he could into Carol's upper thigh.

"Anah," Peter said as he slid out from between Carol and the wall. "What did I say the first rule of being a superhero is?" He continued as he crouched low, coming face-to-face with with the boy.

"Never ever to start a fight ever," the boy, Anah replied as he looked down at the floor as Peter moved closer to Carol's ear.

"Yes. Now go find your sister," he said to Anah, who darted out of the room before Peter started whispering, "Their parents where gunned down while at the supermarket. Child services is in a flap because of the nature of the whole situation. And the kids don't know anything, and I'd like to keep it that way."

"Why won't child services help? Is it because they're Islamic? They can't do that!" Carol whispered back with a slight hiss in her voice. "It's illegal!"

"No," Peter said quietly, "The police think at the mom was a mutant, so child services has to wait for a specialist to come examine the children so they can be placed in 'proper' care. The specialist should be here in the hour. Oh, and you'll never guess who the sister has plastered on her wall," he finished with a smirk.

"You?" Carol replied with a slight smirk. That would certainly boost his ego, she thought with a grin. About five seconds later, she was proven very wrong.

"What is it now, Anah? I told you I don't care that..." A girl's voice said as she stepped into the room. She looked to be about twelve years old, with shoulder length black hair. Ear-buds dangled down from her ears and into the Ipod clipped to her jeans. Carol's eyes fell on the girl's black shirt with the familiar lightning bolt insignia. "AAAAAIIIIEEEE!" a high-pitched squeal escaped the girl's lips as her eyes focused on Carol, "You're Ms Marvel! AAAIIIEEEE!"

"Um, hello...?" Carol said, rather weakly as she waved a small greeting.

"OMG! Ms Marvel is in my house! I can't...I um...AAIIIIEEEE!" the girl continued in her feverish rant as she ran from one corner of the room to the other, ranting, "ohmygodohmygodohmygod thankyouthankyouthankyouohmygod."

"See Miki?" Peter said, "I told you I knew Ms Marvel and you didn't believe me. Now how about we sit down and calm down so our friends downstairs don't freak out, okay?" he finished. Carol watched as he aimed his wrist towards the ceiling and sprayed a line of webbing, attaching it to the ceiling in two places and making a makeshift swing. He repeated the process once more, creating an exact duplicate.

"Yeah!" Anah squealed as he jumped onto one of the swings. "Do you think mommy and daddy will let us keep them?"

"Umm," Carol began, but the words were caught in her mouth.

"It doesn't matter," Peter cut in as he removed one of his gloves, revealing a wrist-mounted device that reached into the middle of his palm. "Because they'll start decomposing in an hour."

"Why?" Anah asked inquisitively.

"The enzymes start to break down," Peter replied, "like in a real spider-web."

"So you aren't a real spider that turned into a person come here to protect us?" Miki asked as she sat on the swing opposite her brother. "That's what Parker Booth from school told me!"

"For the most part, no," Peter said with a shake of his head. "I'm just a regular guy who was somewhere he wasn't supposed to be at the wrong time."

"Really?" Anah asked as his eyes widened, "what happened?"

"Boring," Miki said as she turned to face Carol, her eyes just as wide as her brother's, "Are you dating Iron Man?"

"I...what...?" Carol replied, completely flustered.

"She asked you a question," Peter said as he leaned forward, not bothering to hide the smile behind his mask. "Are you dating Iron Man? It's fairly strait-forward if you ask me."

"I..no,' Carol replied as she shot Peter a dirty look. "I'm not dating Iron Man."

"Good because he's a jerk-face," Miki said without pause, "You should date Thor! He's like super-hot. Or Captain America! He's hot to. But not as hot as Thor. He's like an eight while Thor's a ten or eleven." Miki continued as Carol and Peter both stifled laughs.

"I wanna know how you got to be Spider-man!" Anah said with a pleading voice, "Please!"

"Hmmm," Peter said as he scratched his chin. "Alright, I guess. But'm gonna change people's names to protect them, okay?"

"Okay!" Anah grinned, "yeah!"

"Hm," Peter said as he sat next to Anah. "I guess I should start at the beginning. When I was fifteen I snuck into a science lab. I got lost and wandered into a room filled with spiders."

"Did one of them bite you?" Anah asked intently.

"Yep," Peter said with a shrug, "on the back of my neck. I got really sick and barely made it home."

"And then you became Spider-man!" Anah shouted gleefully.

"No," Peter said with a shake of his head, "not right away. In the beginning I was...well..I was what your sister would call a jerk-face. I only wanted to look out for number one, me. So I got into some underground fights to make money. And I did really good, I won every time." He continued as Carol gave what he was saying deep thought. "One day, as I was leaving, the manager was robbed."

"Did you stop the bad guy?" Anah asked.

"No," Peter said, much to Carol's surprise. All that crap we gave him about wasting his time on the streets... she thought with a pang, I must've looked like a real bitch. "I didn't. I let him go. After all, stopping robbers is the job of the cops, right?" I said the same thing to him... she thought as he continued, "And when I got home, I found a police cruiser outside my house. My...someone I cared a lot about had been killed. And they where chasing the man responsible. But I got to him first and...it was the same man I had let go earlier." He finished as a woman with long red hair entered the room.

"Are you the specialist?" Carol asked as she got to her feet.

"I am," the woman replied with a warm smile. "I'd like to speak with Anah and Miki alone, if you please."

"Sure," Peter said as he got to his feet. Carol watched as he dug his hand into the base of his web-shooter and pulled out a small cartridge. "Anah, catch!" he said as he tossed it to the boy, who caught it with glee as Peter made his way to the door. Carol smiled as she attempted to replicate Anah's expression on his sister's face. She slipped her hands down to her waist and to the sash she had wrapped tightly around her body. With a single motion she pulled it free.

"Miki," Carol said as she passed the girl, draping the garment over the girl's shoulder as she did so. "Wash it in cold water only or it'll shrink." She finished as she followed Peter out the door and down the stairs. She gave the police an approving smile as she made her way out the door and into the night air.

"Well I've stayed out longer than I should have," Peter said to her, "Especially since I've got work to do in the morning and It'll take me an hour to get home and...whoa!" He finished as Carol wrapped her arms around him and shot skywards. "Warn me next time!" he shouted.

"Alright," Carol smirked, "do you want me to drop you off at your apartment or into the middle of the street?"

"My apartment would be preferable to the middle of the street," he said as they whipped through the streets at a third of the speed of sound. She turned on a ninety degree angle to make the final stretch before coming to a halt above the apartment roof. Gently, she lowered herself, and by extension Peter, onto the gravel covered roof.

"So am I gonna get my ass handed to me tomorrow?" Peter asked as he gazed up at her, "I only took out five before getting caught up in that...situation."

"You lose," she said with a playful smile. "So now I get to do whatever I want with you..." she teased playfully.

"Oh crap," he said as he backed away slightly. "Just don't go for the fave. I need it to talk with and look pretty."

"Normally, I would use you as human target practice, but after tonight..." she said in a sultry voice as she pinned him to the wall with one arm. With her other arm, she lifted his mask to just above his nose and planted a swift kiss on his cheek. "...shall we say, lunch tomorrow in Times square?" she finished with a smirk.

...

A figure watched both of them from deep in the shadows across the street. A scowl crossed the sublime features as the figure tightened it's fists into tight balls in fury. As much as the figure wanted to strike hard and fast, it knew enough to wait for an opportune moment. All it could do was watch and plan for the moment when things would unfold.

"He's mine."

A/N: Well, how did I do? What's going to happen next? Who's stalking Spider-man from the shadows?