Hey, this is an updated version of lonely marvel. I know that some people were disappointed with the last one, so I've took the time on this one.

I don't own Spider-Man or Avengers.

Enjoy!


Carol Danvers aka Ms. Marvel was laying down in her room, looking at the ceiling.

"I need to get laid." She said to herself.

She was currently in avengers tower, which she had all to herself, seeing as how all of the other avengers were either on missions or actually living their lives. Usually she'd just spend her Friday night's with Jess, but she was living with Tony now.

Come to think of it, most of her friends were getting into relationships now.

Cap, Hawkeye, Widow, Thor, even hulk was getting back together with Betty Ross (to red's complete displeasure).

She was smart, crafty and beautiful. Hell, she was hot! Why couldn't she find someone? Oh yeah…

To put it simply, she had terrible taste in men. She went after guys who, no matter what, either just stared at her like a juicy rib-eye or were too afraid to even touch her.

She sighed. 'Guess that's the life of a superhero.' Carol thought as she got up. She figured it was better for her to let out some steam than to stay here brooding over her love life.

Carol changed into a black sports bra and a pair of grey booty shorts. If she was alone there wasn't really any need to cover up much.

She made her way down the hall to the workout room. Given how often she used it since she first joined the team, Tony had just made her room made up on this floor, so that she'd be closer to it. It also put her room across from a certain web-singer's, which she was grateful for.

Unfortunately, he was gone from the tower at the moment, left for his home in the city. Pity, she would've actually enjoyed seeing him tonight.

Peter was one of the only men in her life that she trusted as a hero, but he was the only guy that she trusted as a person because he treated her as such. He treated her with respect and never looked down on her (mainly because she was 3 inches taller than him).

Just as those thoughts entered her head, she came up upon the training room and opened the door.

And was met with an unexpected sight.

There was, crouched in his signature fighting stance, 26 year old Peter Parker, the Amazing Spider-Man. He was wearing his costume and was fighting against a simulation of a sentinel and the juggernaut.

She watched as he moved fluidly, dodging each of their attacks. He used the sentinel's lasers to disorient the juggernaut before thrashing the sentinel.

She watched him as he backflipped off the sentinel just as the juggernaut charged into it.

The juggernaut turned around but before he could start running again, Peter webbed his eyes before launching a blast of concussive webbing into his mouth, knocking him out.

He turned towards her and his lenses widened before he took off his mask, showing his face.

"Hey, Carol, didn't see you there." Peter said casually, looking her up and down. The outfit she was wearing was leaving little to the imagination.

"Yeah, I was just heading to the gym." Carol said.

"I figured. You'd never wear that outfit for anything else." Peter said, making Carol blush. It was true. She almost never wore clothes like this. She only wore them for leisure, working out or after the other..thing.

Peter looked her up and down again.

Her bare midriff was exposed to him and so were her, long, slender legs.

Every bit of her was toned and curved to perfection.

The truth was that he'd always had a crush on her, but he'd never had the chance to act on it.

And while he was checking her out, she was checking him out.

She admired his long, fit body. He wasn't huge, but he was nicely muscular, and he was definitely strong enough to keep up with her. She bit her lip as she gazed at his crotch and started wondering what was under the padding.

They were admiring each other for so long that they hadn't even realized they'd been walking towards each other until their faces were inches apart.

They quickly separated and took a few steps back, both blushing.

"Sorry. I was just, you know." Peter stuttered.

"Yeah, yeah i get it." Carol said.

Both were still blushing furiously, neither saying anything more to each other.

"I'll just go to the.." Carol said. "Yeah." Peter said quickly in response.

With that Carol left Peter alone in the training room as she headed to the gym, both ready to sweat out their now fresh frustrations.


Carol was currently on the super-human heavy bag that Tony had created for the more high-power avengers.

She'd already worked with the weights, did her gymnastics, as well as weighted calisthenics.

And she still couldn't stop thinking about Spider-Man.

She'd been at this for nearly three hours now and she was still barely tired.

So her mind was forced to focus on Peter Parker.

His boyish, humble charm. His twinkling hazel eyes. The way his suit always hugged his body in all the right places.

Good god, she liked Peter Parker.

More than that, she was attracted to him.

Carol supposed that she always was, she just never really thought about it too much.

Her thoughts were interrupted by a familiar voice calling to her.

"Hey, what did that bag ever do to you?" Peter asked her playfully.

Carol turned her eyes towards him and saw him leaning against the doorway, still in his suit, just without the mask. Just like before.

"If you must know it wouldn't let me break it, so I had to punish it." Carol said back. A playful twinkle present in her eye.

"Well maybe I should teach the bag a lesson in manners. Got any ideas?" Peter asked her.

Carol looked like she was thinking about it for a moment before she started walking over to him. Sweat sticking lightly to her face.

"I can think of a few things." Carol said suggestively. She stood before him, lips slightly parted and both sweating lightly from their workouts.

Both stared at the other briefly once more before they kissed.

They kissed each other deeply, neither one giving up control. Their tongues battled furiously in each other's mouths, both fighting for dominance but neither giving in.

Their hands ran all over each other's bodies with wild abandon, stroking, grabbing, groping each other till every bit was touched until they pulled back. "Your room?" Peter asked her, slightly breathless.

"My room." Carol said hastily before grabbing his arm and basically dragging him to her room. They made out the whole way there.

Carol was able to get her hand off Peter long enough to open her room door.

They kept kissing as they entered her room and Carol pressed Peter into the wall.

She kissed his neck, leaving a hickey before reaching up and biting Peter's ear, making him moan.

Peter grabbed her and flipped them around. He kissed her neck a few times, biting softly, making Carol moan.

Peter kissed the tops of her large breasts, tasting her sweat before kissing her sweet neck.

Peter reached his hands down and pulled down her shorts, revealing her light red thong. He could see it was clearly stained with her juices.

Carol ripped his costume off his body. 'He's got spares.' She thought, reasoning with herself.

This left them both in their underwear, both eyeing each other with unmistakable lust.

Peter reached for her bra and removed it, making Carol smile impressedly. She liked that he knew what he was doing.

Peter groped her DD cup breasts roughly, making Carol let out a strong moan. He moved his thumbs against her rock-hard nipples, making her knees buckle.

"Fuck, Peter, just like that." Carol moaned into his ear.

Carol reached down and rubbed his covered crotch with her hand, applying only the slightest amount of pressure to stimulate him.

"Fuck I need you." Peter said. He then reached his hands to Carol's face amd pulled her in for another hot kiss, catching her off guard and causing her to let go of his crotch as she ran her hands along his body again.

Carol reached down and groped Peter's ass, feeling the thick muscle.

He pulled her forward to steady her, and kissed her deeply again. She kissed him back with equal fervor. Her soft tits pressed against his hard pecs.

This time though, he reached down and grabbed her ass, squeezing it. Carol moaned in his mouth and Peter took control of the kiss. He curled his tongue around hers and slapped her ass hard.

"Turnabout's fair play." Peter said hotly into Carol's ear. Peter then kissed her deeply again and used a bit of spider strength in his next spank, making her mewl.

Carol squealed and moaned loudly in his mouth, causing Peter to spank her again and again.

Her moans grew louder and her panties grew damper.

Carol reached for his waistband and pulled down his underwear, revealing his cock.

Carol's eyes widened with surprise and excitement as she looked at the size of it.

"Man, you are a 'big' boy, aren't you?" She said to him. Peter smirked at her for that.

Peter picked her up and Carol wrapped her legs around his waist. Peter lifted her onto the wall and lightly slammed her into it. Carol moaned from the slight pain and pure arousal that was brought on by that, and tightened her hold on him.

He lined his 12 inch cock with her pussy and dropped her down onto it, making them both hiss with pleasure.

Peter made sure to keep a few inches out of her. Sure, she was more durable than most, but she wasn't invulnerable either.

"Fuck. You're so big." Carol moaned out hoarsely. She was loving the feeling of his big cock inside her. Luckily her powers made it easier for her body to adjust to his size, if only slightly.

Peter started bucking his hips slightly roughly into her, making Carol squeal.

"Oh, fuck, you're gonna kill me with that cock." Carol moaned out.

"Is that a challenge, ? If so I'll be happy to welcome it. The question, fuck, is, are you? Peter said, the feeling of her wrapped tightly around him feeling so good.

Carol met his challenge with a sultry smirk. She wrapped her long legs around him and brought him in closer. Now her bare tits were pressed against his chiseled pecs.

"Bring it on, spidey. Let's see if you can handle me." Carol said, challenging him.

"Just remember, you asked for this." Peter said in a mocking tone.

"I think I can handle it ahhh fuuuck!" Carol said but then screamed as he landed a rough thrust directly at her g-spot, making her cum.

"Fuck, I'm cumming!" Carol screamed as she gushed over Peter's thick tool.

Peter started fucking Carol harder. After about a few thrusts he was essentially fucking her into the wall. Carol's nails clawed at Peter's back, drawing blood.

Peter was also working more of himself into her with each thrust, stretching her walls to accommodate his entire shaft.

Carol started to meet his thrusts using her strength, pushing her hips down and bringing more of Peter's cock into her as he pumped into her, his cock hitting even more of her spots inside.

His cock brushed up against her cervix and she tensed around him.

"Fuck Im cumming!" Carol squealed out and her eyes rolled into the back of her head as she had a full-body orgasm. She panted heavily, eyes half-lidded.

Peter watched her chest rise and fall with each breath and brought his mouth to her nipple, making Carol gasp. She was still coming down from her orgasm and her body was very sensitive.

Peter sucked her tit like a newborn and groped the other. Carol wrapped her hands around his head and held him there. Luckily he had enhanced endurance or his head would've been crushed.

Peter moved to the other nipple and sucked it with equal enthusiasm. He also brought one finger down to Carol's sensitive snatch and pushed it into her.

She moaned as his long, thick finger penetrated her slick walls, making Carol moan.

Her knees buckled again when he inserted another finger into her and found her g-spot.

"Let's go to the bed." Peter suggested. Carol nodded and they moved to the bed.

Peter took his fingers out of Carol and they walked over.

Carol got on her hands and knees for him and showed off her toned bubble butt to him.

Peter spanked her ass a little making Carol yelp and lined his cock up with her snatch. He took a breath and pushed himself into her hot pussy.

Both hissed at the feeling of connection. Peter then started thrusting deep strokes into Carol.

'Fuck. Don't hold back. Pound my pussy!" Carol ordered. She was already stretched out from the time on the wall.

Carol wanted it rough, so he'd give it to her how she likes it. 'Who knew that the intimidating and powerful loved to be dominated?' Peter thought as his thrusts became stronger and harder.

"Oh, fuck Peter! Fuck me just like that. Oh, you're so deep. Fuck me harder! Harder!" Carol said. Carol gasped as he hit a particularly rough thrust against her g-spot and causing her to cry out as she came on Peter's cock again.

"Oh fuuuuuuck! Peter, don't stop! Don't stop! Don't you fucking stop!" Carol yelled out as she came.

Peter obeyed her wishes. He knew her limits as well as his own. There's no way that either of them would be done anytime soon.

Peter proved this by thrusting into Carol hard from behind and hitting her cervix, causing her to cry out his name again and begging for more as she came.

This had gone on over and over as she came around him again, and again, and again.

Carol wondered how much stamina Peter really had. It had been at least an hour since they'd started and she'd lost count of her orgasms at this point.

'How could anyone ever give him up?" Carol thought as she thought of his numerous exes. Mary Jane, Gwen Stacy, Black Cat, Cindy Moon and Kitty Pryde to name a few. Oh well, the important thing right now was that their loss was Carol's gain, and she was getting everything.

Eventually Peter felt his balls tighten and pumped into her faster. Now Carol was speaking in tongues, too drunk on pleasure to form another coherent thought.

Peter thrusted into her hard, hitting her cervix again. Carol tightened around him harder than ever before and screamed as he released his seed into her depths.

Peter knew Carol was safe. She'd told him a few months ago that she was always on the pill in case a mission ever went south and involved villains.. raping her. That thought seemed to hurt him after now having this moment with her. Peter made a silent vow to Carol to make sure that that would never happen to her.

Not while he was around.

Peter pulled out of her and she collapsed down onto the bed. Carol reached over and cuddled into Peter's side.

They laid there for a few minutes, just basking in afterglow.

"Does this mean something or is there actually something there?" Carol finally asked him curiously. Peter shrugged at that question.

"Don't know exactly. But I know that I'd like to give this a try." He said, pointing to the both of them.

"That is, if you are." Peter finished.

Carol thought about it for a minute. It wasn't really a bad idea. They were both superheroes and could take care of themselves. They both worked together, so they'd be able to spend lots of time together, and really, Peter was the only man to ever fuck her senseless, which was a serious bonus.

All in all, she had no reservations.

Carol looked back to Peter and saw him looking at her expectantly.

"Yeah, I'm up for going this a try, if you're willing to put up with me, that is." She said playfully.

Peter looked like he was seriously thinking about it for a second before smirking.

"Well, I don't know. You're a hard woman to please. I'm just a mere mortal after all." Peter said back, smirking, making Carol lightly slap his chest.

"You know what, maybe I'll just stick to ice cream." She said chuckling.

"What, after you tried sausage? Not possible." Peter retorted making her giggle loudly.

"Yeah, I think we'll be fine. Just make sure that you have a spot on your bed for me, huh, Spidey?" She said teasingly.

"Deal." Peter nodded. " And I'll make sure you always get a nice 'breakfast in bed' too."

Peter said, making her giggle before getting up.

"Oh, im so looking forward to that. Well, I'm going to shower, wanna join me?" She asked with a cat-like smile.

Peter smiled and nodded. As he walked with her, he thought.

'Yeah, we'll be ok.'

What Peter and Carol didn't know was there was someone people watching the security camera in the workout room a few minutes ago very intently.


"About time the kid hit that." Tony Stark said matter of factly.

He'd caught the little make out scene in the workout room between Peter and Carol.

Based on how fast they moved Tony could guess what was probably happening.

"Tony! We taking a shower or not?!" Jessica Drew yelled from their bathroom.

"Coming, and so will you be in a minute!" Tony shouted back making Jess giggle.

Tony and Jessica had been dating for some time now. After he rescued her from the skrull ship, they'd kept in contact and had a few casual dates before they both decided to become an official couple about a year ago. Now they were engaged and living together in the stark estates.

As he got up and made his way to the shower, he thought about how proud he was of Peter and Carol and how happy he was for them both.

'Good job kid. Ya did good'

"You there Tony, or do I have to come out?" Jessica threatened.

Tony chuckled and knocked at the door.

"Oh, I'm coming in. Ready or not, here I cum!" Tony said and Jess squealed as he entered the batbroom.

Tony quickly stripped and followed the way of the spider.

The end!

My first one shot fixed. Please read and review. I'm pretty sure that I did better this time around.

I'll get friendly neighbourhood harem chapter two out soon. I'm still finishing and proofreading, but it'll be out soon.

Thx and heroverse out!