A/N: A belated Merry Christmas and Happy Holidays, friends, and welcome to Chapter Fourteen! I was really apprehensive about this chapter for several reasons, but I hope you guys enjoy it! Please read and review, I would really appreciate it, and as always, thanks for reading!

Disclaimer: All characters owned by Marvel.

Chapter Fourteen

Good God, this hurts.

Carol's arms felt like they were tied to Mjolnir, and every time she fired a photon blast she could feel the energy leaving her body. Normally she had enough reserves that she didn't have to think about it, but now it was starting to worry her. She took down another robot that was standing between Steve and the Quinjet, and the effort dropped her to her knees.

Before she hit the floor, Peter was there, his arm wrapped around the front of her shoulders. Her chin rested on wetness, and as he raised her back to her feet, her eyes trailed down to the three holes in his bicep. She looked him over: his nose was broken, though it looked like he'd popped it back into place at some point, and the bruise around his exposed eye served as a second mask; blood was flowing freely out of his arm, which she saw bore both entry and exit wounds as he turned around to deflect a blast with Cap's shield; and there was a gash in his forehead that had red running down his face like it was a map of the Amazon.

But then he turned his head, his eye met hers, and she saw in the hazel a perfect mixture of anger and concern.

"Carol," he said, helping Steve into the Quinjet, defending the open doorway with the shield, "Have you completely lost your mind?"

Her eyebrows furrowed. "Oh, well excuse me for showing up to fly your asses out of the fire. Would've loved to have seen how you guys made it back to the city if I wasn't here."

Steve worked his way up to the cockpit, sitting in the co-pilot's seat on the right. He started flipping switches, checking the plane as much as he could before restarting the engines.

"Carol," Peter said, not bothering to turn around to deflect more blasts, just letting his arm move the shield as his Spider-Sense told him was necessary, "You're sick. Your powers have been on the blink for over a week, and you decide to fly a plane out here by yourself to try to rescue us with powers you shouldn't be using?!"

She was about to respond, but Steve hobbled back from the cockpit and turned to Peter. "We're gonna need those Doombots taken out if we're going to take off," he said.

With a final glare at Carol, Spider-Man jumped back out of the plane, kicking a Doombot in the head as he fell.

"You need me up there, Cap?" Carol asked.

Steve wrapped an arm around her shoulders and nodded his head toward the fight. "Watch this."

Carol turned her head back toward Peter, and stood in awe at one of the most breathtaking sights she'd ever witnessed.

Peter was fighting the Doombots, maybe twenty in total, all at the same time, and flowing between them like he was made of water. It was a ballet before her, like watching Baryshnikov in his prime, only if Baryshnikov were dodging laser fire in the middle of his performance. He fought with the shield on the web-line like it was this strange combination of flail and yo-yo; he would spin his body in the air, pulling the web, and the shield would follow, cutting through the robots as though they weren't even there. Then, when his Spider-Sense would go off (she could see it, his head would always twitch slightly in the direction of the danger) he would pull the shield back in, block whatever was coming at him, and immediately send it back out again.

She wanted to go out there and help him, or at least get some shots off from inside the ship, but her feet were suddenly fused to the floor. And she just felt so drained. Steve tightened his grip on her shoulder and patted it. "If I ever decide to retire," he said, "You remind me about what we're seeing right now."

His words snapped Carol out of her trance, and she turned toward the cockpit. "Well, we gotta get out of here, first," she said. "Let's get this bird in the air, Cap."

She took two steps forward before collapsing.

Ignoring his own pain, Steve knelt down and turned Carol over, pulling one of his gloves off with his teeth and spitting it to the side. He touched his fingers to her neck, and after a few moments managed to find a pulse. "Spider-Man!" he shouted out the open doorway.

The last of the Doombots fell as Peter jump-kicked it, then slammed the shield down on its head as it hit the ground. He looked back to the Quinjet and saw Carol laying on the ground, Steve with his fingers to her neck. He was back in the doorway in an instant, kneeling down next to her. The shield was tossed to the back of the plane, discarded. "Carol," he said, cupping his hand against her cheek. "Carol, talk to me. Wake up. C'mon."

Her eyes fluttered, and she looked up at him. "That one big bug eye's still pretty creepy, Pete," she said through labored breaths.

He pulled off his mask as Steve closed the side door. "Blast, you've foiled me again. You'll rue this day, Captain Marvel," he whispered, a small smile on his face.

"You're right about that," she said, wincing in pain.

Peter turned her eyes to his. "No. I'm not." He raised his head to the cockpit. "Steve?"

Cap had seated himself in the left seat, and was flipping through the switches and knobs as fast as he could. "Yeah?" he asked without turning around.

"Get us back to New York."

At this, he turned around. "Are you sure, Peter? We have a S.H.I.E.L.D. medical facility about forty-five minutes from here that…"

"Doesn't have what I need," Peter cut him off. "We have to get back to the city."

The Quinjet's engines roared to life and lifted the plane into the air. The shaking jostled Carol where she was laying on the floor, but Peter placed his hands against her, trying to hold her in place. Once the plane was high enough to be out of the turbulence, Peter picked her up and carried her to the back, to the emergency medical station. He stuck a foot to the gurney and pulled it down from the wall, then laid her on it. Once his hands were free, he started scrambling for the I.V. and fluids.

"Peter," Carol said, reaching her hand out to grab his arm. "Stop. I'm okay."

"You're not," he replied, opening another cabinet. "You're really not. I told you to stay in bed, rest, concentrate on getting better." His voice rose in volume and vehemence. "This is the exact opposite of that. Taking off in a Quinjet, blasting robots with your powers; your body is tearing itself apart, Carol. This was reckless."

He saw the anger flash in her eyes. "I have never been one to take things lying down, Peter Parker," she said. "And I wasn't about to do it this time. Not when I could still help you."

Peter slammed a cabinet door, crunching the steel. "Carol, you are dying. Following your doctor's orders is playing it safe, not taking it lying down." He clipped the plastic bag over her head and took the glove off her right hand. He frowned when he saw her eyebrows perk up. His voice was shaky, each breath racking his body, and his eyes stung with pregnant tears that he was desperately trying not to birth. "I swear to God, if you make a joke about me not really being a doctor," he said, trying to roll her sleeve up past her elbow. Frustrated when he couldn't get it higher than her forearm, he gripped the cuff with his fingers and ripped the sleeve up to her bicep. "Sorry," he said. The twitch in her left eyebrow went unnoticed.

Lacking a tourniquet, Peter spun a web between his hands and wrapped it around her arm, bringing her veins to the surface. Somehow managing to find the vein on the first try, Peter attached a line to the I.V., then removed the web from her arm. He set an oxygen mask over Carol's face, then sat next to the gurney, pulling off his gloves and unclipping his web shooters.

Peter hung his head and let himself breathe for a minute, listening to the oxygen tank click with each breath Carol took. Then he heard her voice through the mask. "Peter," she said.

He couldn't help himself. "Yes, Lord Vader?" he asked, turning to her and smiling.

He'd expected her to roll her eyes, but she just looked at him, the blue piercing through him. "Your arm," she said. "Take care of your arm."

Peter had completely forgotten about the wound in his arm in his haste to get Carol situated, but now the pain was back in full force. He rose slowly from his seat and pulled hydrogen peroxide and gauze down from a shelf. He stripped off what remained of his red-and-blue shirt, letting Carol see the wealth of new injuries that spread across his back: several new bruises, some electrical burns.

Before she knew what she was doing, Carol reached her hand out and brushed her fingertips against the largest bruise, on his left side, near his heart. "Peter," she whispered.

The contact sent cold lightning through his body, but Peter didn't jump away from her touch. Instead he just turned around, his eyes meeting hers again. "I'll be okay," he said, pouring the hydrogen peroxide over his left arm and wincing at the sting. As he wrapped the gauze around the wound, he let out a small smile. "I've had worse."

Peter pulled his shirt back on, then sat back down next to the gurney and grabbed the files. He started flipping through them, wondering if Doom had taken a chance to look at them, maybe add something to the notes that were already there. But nothing about them had changed. Both he and Fletcher's notes were intact, however, which was certainly better than trying to start from scratch. And a few more flips produced the formula itself, which made Peter realize that he didn't actually have a cure for Carol. He'd never figured out what kind of damping agent he could use to keep the Vita Rays from killing her.

Not that he'd really had time to run tests before, but now he was really out of time. More than likely, Carol using what little power she had left had accelerated the process of her DNA's decomposition. She could be down to a matter of hours, now, or minutes. He didn't have any way to be sure, and that terrified him more than anything else. Having Steve take the six hours to fly them back to New York could be fruitless, but Peter didn't see any other options. At least in the city, he had resources, and help if he needed it.

He glanced up from the papers to look at her. She'd fallen asleep from exhaustion, and Peter honestly hoped she stayed that way until they got home. He couldn't imagine the kind of pain she was in, and was hoping that the medicine he'd given her was helping with that. She looked peaceful for once, a bit more like her old self.

Until the clicking stopped from the oxygen tank.

Peter snapped up from his seat, the papers scattering across the floor, forgotten. He grabbed Carol's hand and put his other on the side of her face. "Carol," he said, "Wake up. Talk to me." He knelt down to eye level with her chest, checking to see if it was rising and falling. Nothing. Moving his hand from her face, he checked for a pulse and found nothing there either.

"Cap!" he shouted. "She's going into cardiac arrest!"

Steve leapt out of the cockpit and moved to the back of the plane as fast as he was able. "What do you need?" he asked.

"Give her CPR while I get the defibrillator," Peter said, pulling the oxygen mask off her face.

"I don't know if I have the strength to contract her heart right now, Peter," Steve said. "You do it. I'll find the defib."

Peter nodded, pulling the zipper down Carol's costume, stripping the fabric away from her chest, then cupping his left hand over his right, intertwining the fingers. He placed them just over her heart and started pushing down, counting out loud, "One, two, three, four, five." On the fifth push he pinched her nose, opened her mouth and breathed into her.

He repeated the process twice more before Steve had the defibrillator ready. "Clear!" Steve shouted, slamming the paddles down on Carol's chest. The electricity jolted through her, popping her torso off the gurney.

Peter checked her for a pulse. "Still unresponsive," he said, starting the CPR again as Steve recharged the paddles, this time to a higher voltage. "Come on, Carol," Peter said, "I'm not losing you. Not now, dammit." He kept pumping. "Come on!"

"Clear!" Steve called, and Peter stepped back, running his fingers through his hair. Carol's body jolted up and down, then Peter checked her, sighed, and started pumping on her chest again.

"Peter," Steve said.

"Again," Peter said. "Crank it all the way up."

"That could do more damage than help," Steve said.

"She's got superhuman durability, Cap, for all we know those first two shots tickled," Peter replied.

Steve sighed and turned the knob as far as it would go, listening to Peter's rhythmic counting. "Peter," Steve said, his voice quiet.

"Shut up, Steve," Peter said. His forehead was caked with sweat and dried blood, and the bandage on his left arm was soaked through red.

"Just talk to her," Steve said. "You'll regret it otherwise. Trust me on this one."

Peter raised his head from hers, returning from another breath. Tears ran almost unseen down his face, mingling with the sweat. "I can't," he said. He heard Steve open his mouth to speak again, but cut him off before a word got out. "Are the paddles charged?"

Steve checked the gauge and saw that they were ready to go. "Clear," he said softly, shaking his head.

The defibrillator released its energy into Carol's body, and she shot off the table, landing again on her back. Peter knelt down next to her, felt her neck, and found a slow, rhythmic pulse.

"Oh, thank you, God," he said, and impulsively he raised up and kissed her, a short peck on her forehead, before pulling away from her.

"More," Carol groaned out. Peter leapt back in shock, but Carol reached her hand out and gripped his tightly, turning to look into his face. "More… energy…" she whispered.

"I thought your absorbing powers weren't working?" Peter asked, leaning closer to her so she wouldn't have to speak loudly.

She shook her head. "They go in and out," she said. "I just absorbed that last shock, but I need more."

Steve started charging the paddles again, but Carol stopped him. "It's not enough, Cap," she said. "Need something… bigger."

Thinking quickly, Peter reached into the ceiling, next to the light hanging over their heads, and pulled down some wires. "This jet runs on an arc reactor, right? Butt-loads of energy?"

Carol and Steve both nodded.

"Well then," Peter said, stripping the wires of their protective coating with his teeth, "Let's brighten things up."

He jammed the livewires into Carol's exposed chest, and she screamed at first, then started laughing. "Yes!" she shouted, sitting bolt upright on the gurney, soaking in the electricity. The lights in the cabin started to flicker, and she pulled the wires off herself. "Don't wanna run the batteries down," she said.

Steve walked back up to the cockpit, and Peter turned around, giving Carol some privacy to fix her costume. As he was facing away, he saw the pages scattered across the floor, the papers he'd worked so hard to retrieve discarded without a second thought. He bent down and started picking them up, his eyes glancing over each one so he could put them back in the correct file, when he came to one of pages detailing some of the events of the original Project: Rebirth. And he suddenly knew exactly what needed to be done.

"Carol!" he said, turning around just as she finished zipping her costume back up. "Can you absorb radiation energy?"

The energy Carol derived from the electricity went as quickly as it came, and she found herself needing to lay back down. "I can," she said, pulling the oxygen mask back down over her face. "But it takes forever for me to get anything out of it. Heat and electricity are much quicker and stronger sources."
"That's okay," Peter said, jogging up to the cockpit. "It just matters that you can." He sat down in the right seat, next to Steve, and pulled a headset over his ears, setting the microphone in front of his mouth. "Get Tony on the horn, Cap," Peter said.

Steve reached forward and turned a few knobs, then pressed a button on the yoke. Before he could say anything, Tony's voice started shouting over the radio. "Carol Susan Jane Danvers, if you weren't already dying I'd light you on fire myself! Are you a complete crazy person, or…"

"Shut up and listen, Tony," Peter snapped, a bit more harshly than he intended. "It's Peter. We've got Carol, but things are getting worse. Steve and I just barely managed to resuscitate her from a cardiac arrest."

"I should say things are getting worse," Tony replied, "Her charts look as bad as Stark Industries stock reports after I shut down the weapons division."

Peter ran a hand over his face, wincing at the sting over his nose and cheekbone. "Tony, I know what to do, but I need it to be ready by the time we get back to New York," he said before turning his gaze to Steve. "Which should be?" he asked, trailing off.

"About four and a half hours," Steve said.

"About four and a half hours," Peter repeated.

Peter heard Tony rustling around on the other end of the radio. "Ok, Pete," Tony said finally, "What do you need?"

"I need you to find the old Rebirth chamber," Peter replied.