Carol looked at her clock and hummed. She should have been expecting he would be late, but she had hoped that for their first date he might make a concerted effort to be punctual. But no, he was out there probably saving somebody's life, so how could she possibly be mad?

Quite easily, in fact, as she saw the clock turn to quarter past 7, signaling she had been waiting for 15 minutes. She stood up and walked to her phone, but as she picked it up a knock sounded at the door. Great, she could rage to his face, which would be eminently more satisfying. She opened the door and was greeted by a disheveled looking Peter Parker. He was wearing a suit, but the trousers had been put on hastily, the end of the belt could be seen hanging from them. His shirt was incredibly creased and hanging lopsidedly, not tucked in. The blazer was actually very nice. Not all of the buttons had been done up and the top of his spider-man shirt was visible at the collar; he'd clearly come from the roof. He pulled a massive and beautiful bouquet of flowers from behind his back and offered them to Carol.

"I'm so, so sorry for being late." Pete started.

"Did you stop a florist being robbed or something?"

"I did actually, and I don't usually accept a reward, but I couldn't resist this time."

"Oh, I was joking." Carol said.

"I've always said my life was a joke, this just confirms it."

"Does that make me the set-up, or the punch line?"

"I don't know, I don't write the jokes, I'm just the victim."

"Mhmm. Well come in, I'll put the flowers in some water." She fastened the top button on his shirt; Peter blushed scarlet at her proximity. "How you've managed to keep your identity a secret is beyond me."

Peter followed her inside at a sedate pace and looked around at her place, one thing caught his eye above all else.

"Oh my God, you're…" He trailed off nervously.

"Yes?" Carol demanded.

"Y…you look stunning." Pete stuttered truthfully.

And indeed she did. She was wearing a thin, navy blue, woolen tunic that clung to her skin and accentuated her figure. A thin red sash was there, tied into a pleasant bow, in place of a belt, but it hung quite loosely on her hips. Her long, smooth and shapely legs were bare, for the tunic finished at the midpoint between knees and waist, except for the boots she was wearing that had heels that she didn't need. Her blonde hair cascaded in waves around her face and down her back, the colour complimenting the dress perfectly. She blushed at Pete's words, though she had expected them at some point tonight they were said so genuinely.

"Thank you," she said as she filled an empty vase with water. "I was ready at five past, you see I had wanted to make you wait – Pete, you're drooling – and have this reveal. But you ruined that." She placed the flowers in the vase and placed it on the counter before turning back to Pete, her face filled with an accusatory expression.

"You have no idea how sorry I am." Pete chattered. "If you hadn't just turned my brain to mush I'd try and think of something to say that…"

Pete stopped as Carol gently placed a solitary finger on his lips. Peter briefly entertained the notion that he might be in love. His whole life he just needed a woman who could shut him up with the tiniest of actions. Or maybe this was just the sexiest thing that had ever been done to him, and he once dated Felicia Hardy. Carol's eyes danced with amusement as she absorbed the look on her date's face.

"I think I can forgive you for being late." She said with a smirk and removed her finger from Peter's lips. "So tell me, where is this table you've reserved for us?"

"Well, uh, y'see," Carol's smile morphed into a frown, "I did reserve a table," Pete assured her, "but, the thing is, I saw Daredevil earlier and he told me about this big drug deal going down at some warehouse tonight that he can't attend and he asked me if I'd go."

"And did you tell him you had plans?"

"Of course, and he said he'd call if he found someone else to do it. I went to everyone as well asking them to cover for me but no one agreed."

"Did you tell them you were going on a date with the most beautiful woman you've ever met?"

"Well that's none of their business, but I did stress that tonight was really important. But no one else is going to do it and apparently this thing is a big deal to the Kingpin and, well, I completely understand if you don't want to but I thought maybe you'd want to break this thing up together."

"Hmm." Carol frowned as she thought about it. She did enjoy watching Spider-man fight crime, and fighting it herself. But she was hoping for a more romantic evening. She didn't want to share this date with a bunch of criminals.

"I mean we could reschedule or…"

"Nothing will stop you from going to this warehouse, will it?"

"Well I'm sure if you wanted you could easily overpower me." Pete joked.

"Tell me why."

"Well if this is important to the Kingpin…"

"No, the other day I asked you why you did it. Why you sacrifice your own life to prevent crime that you're not even thanked for and that police could deal with. You didn't give me a serious answer, which is fine, I understand if it's personal, but I'd like to know why you do it if it's going to ruin our evening."

Peter ran his hands through his hair and sighed. "OK, but maybe we should sit down, it's a long story."

Carol gestured to her sofa, upon which Peter sat, and she took the chair opposite. Pete leaned forward with his elbows touching his knees and looked Carol in the eyes.

"I guess it started with a spider bite…"

…

"…and it was the same robber I let go on the set of the show. It was my fault my uncle died. I could have prevented it with ease. I thought about his words 'with great power comes great responsibility' and realised, as with most things, he was right. I have a power and a responsibility to use that power to make the world a better place, whenever and wherever I can. I never look the other way… not again."

Pete's position had morphed to him being draped across Carol's sofa, head resting on one armrest while his feet hung from the other. Carol was sitting in the chair opposite reclining back as she absorbed the story. It was truly remarkable, and explained so much.

"And how did that make you feel?" Carol asked in a professional voice.

"Uh, what? I just told you."

"Right, well I think we've made excellent progress today, Peter, but unfortunately your hour is up."

Peter looked to Carol in confusion, then to his position on the couch and chuckled.

"You know I don't think you're supposed to make therapy jokes to those who are actually in dire need of it." Peter laughed.

"Well when telling it to them straight doesn't work you have to come up with alternatives."

"Of course." Peter conceded. "So… this drug deal?"

"Yes, I'll come. I would've probably come even if your story hadn't broken my heart. But it did and now I have no choice in the matter."

Peter smiled and jumped into a standing position, seemingly ready for anything.

"After all it's not like I can resolve all this guilt you carry on the first date." Carol continued as she also stood up. "Oh, and you might want to lose the suit." She added as her dress morphed into the Captain Marvel uniform.

Spider-man jumped from Carol's back and landed on the wall of the warehouse and peaked in the window. Carol had suggested she fly them there as they were likely running late and they didn't want to miss the crime entirely. The warehouse was perched on the edge of the island of Manhattan allowing boats to enter. Indeed the criminals inside were transporting contraband from a speedboat to a van.

"So how should we do this? You from below and me from up here, or take different sides, or just go in together and…"

Spider-man gave three condescending tuts. "Oh Carol. So Naïve. So inexperienced in fighting the seedy underbelly of New York."

Carol flashed an annoyed look to Spider-man.

"OK, listen up to professor spidey. When dealing with crimes where there is no immediate threat to innocent civilians you always listen to them for a bit first." Spider-man said as he creaked a window open. "The first reason you do this is to find out more about the crime and who may be responsible."

"Hurry up guys. When I spoke to the Kingpin I got the feeling he was half expecting superhero intervention." One of the crooks below said.

Carol was glad Peter was wearing his mask, as she really didn't want to see his superior look.

"Don't you just love it when someone says something to prove your point right after you've made it?"

"I thought you already knew this was Kingpin's?"

"Well you can't always trust mission intel. But also now we know this is a trap, Matt's going to be receiving an angry voicemail tonight."

"A trap?"

"Most likely, you wait here until I've sprung it." Spider-man said but made no move to enter.

"Well, what are you waiting for?"

"There are other things you need to listen out for."

"Like what?" Carol asked, genuinely intrigued.

"Like the perfect time to make your entrance." Carol groaned internally.

"I don't know!" Came a frustrated voice from below. "Probably Daredevil or Spider-man."

Carol could imagine the smirk on Peter's face. "You know, I kinda like these guys. Also maybe you should go phone the police." Spidey said as he climbed through the window.

"I hope it's not Spider-man…"

"When will you villains learn?" Spider-man said as he jumped down to the warehouse floor, the criminals all made startled noises. "If you say my name three times while doing something illegal." He webbed the closest crook and pulled him into a waiting fist. "I appear. It's one of my powers." Spider-man jumped as the criminals drew guns and began shooting.

"We only said it twice, genius."

Before spider-man could retort the warehouse door opened and in ran another crook. He took one look at the scene inside and shouted: "Spider-man!"

Peter grinned. "You know you guys have started to grow on me in the short time we've known each other." He said as he webbed away the guns of some of the crooks, dashing them into the water. "It's almost a shame to have to put you behind bars."

Peter's spider-sense suddenly blared, more so than it should for these average criminals, and he saw a pumpkin bomb fly into the warehouse, smashing a window in the process. The explosion sent him flying into the wall, to which he clung, as the Hobgoblin flew in through another window, shattering that in the process as well.

"Well, well, well. I was told to expect Daredevil but snagging the Spider is even more satisfying."

"Oh no!" Spider-man exclaimed in fake terror. "Was this a trap?"

"Whether you knew it or not won't change the outcome, spider-man!"

At this the Hobgoblin began laughing maniacally. HAHAHAHAHA. The sound forced Peter to let go of the wall and collapse to his knees, covering his ears but to no avail.

Suddenly captain Marvel was in front of the Hobgoblin.

"Wow, spider-man, I didn't think anyone laughed at your jokes." She said before punching the goblin with tremendous force, sending him flying out into the river, likely out cold. She then brought her fist down on the glider, shattering it in two. "Oops, I didn't mean to hit him that hard, but I was absorbing all of that sound and didn't realize I'd power up that much."

Peter had to amend his earlier thoughts. That was the sexiest thing he'd ever seen. And once again he briefly entertained the notion he might be in love.

"You listened to me!" Spider-man said, as though he'd never been complimented more in his life. "You actually waited to make your entrance and did so with aplomb, and with a witty remark as well." He wiped a fake tear from his eye as he webbed up the criminals attempting to escape, realizing at this point they were hopelessly outmatched. "It's so rewarding as a teacher when a student takes on board your lessons."

Carol didn't respond but flew into the river to retrieve the Hobgoblin. She didn't need spider-man to tell her to never leave the body of a super-villain with the assumption that they're dead. Also she didn't want to kill him, just knock him out. She threw his body beside the rest of the crooks and Spider-man applied some extra webbing. He then approached the goblin and wrenched the mask from his face. What he saw shocked and saddened him.

"Phil Urich."

"You know him?"

"Yeah, he works at frontline, or the bugle, whatever it's called now. He must have been doing this to provide stories for Norah."

"A great way to a girl's heart." Carol said sarcastically.

"Well it worked, she broke up with her boyfriend and started dating him."

"Ouch."

"Yeah, and I doubt Rand will take her back."

"You know a lot about these people."

"I worked with them. And lived with Rand for a while."

"So you're pretty close to all this?"

"When it comes to Goblins I always am." Peter sighed.

"Come on, let's go, there's no use dwelling on this." Carol said as she grabbed Pete's hand and flew him to the roof of the nearby building.

It was snowing. It must have started while they were in the warehouse. Or perhaps it had been snowing for a while and Peter hadn't noticed. He was surprised he could notice now. Every conversation he'd ever had with Phil Urich was currently rattling around inside his brain.

Carol walked up to him and lifted his mask to his nose. Before Peter could even utter a questioning sound her lips were on his. Suddenly his interior monologue about the events surrounding Phil Urich and the Goblin with the lunatic laugh was halted. Actually not halted, just thrown from his mind altogether.

"Carol?" He asked after their lips parted.

"Maybe it's the view of the river from here. Maybe it's the snow. Or maybe it's that tonight was a whole lot of fun but I just really wanted to do that." Carol smiled. Peter smiled too.

"I don't want tonight to end." Peter said.

"Neither do I. D'you think if I flew we could still make the reservation, I mean we'd be late but it might not matter?"

"I doubt it. Reservation's at Rao's."

"Holy crap how did you manage that?"

"I went there as Spider-man and asked if I could get a table for the designer of my web-shooters, and when that didn't work I asked one of our mutual friends."

"Of course. Tony or Steve?" Carol questioned.

"Tony, it's more believable that I work for Stark than S.H.I.E.L.D."

"Oh, the irony."

"Welcome to my life."

"Well I wouldn't mind just going round doing what you'd normally do on a night like this. This was fun after all." She gestured to the warehouse.

Spider-man's head lifted and Carol could imagine light filling Pete's eyes.

"I have the perfect idea."

Daredevil reached the warehouse and looked at the criminals all webbed up.

"Wow. I didn't even tell him this was a trap. Can't believe he did it without me. I mean who'd've thought he'd get here early, he have a lift or something?" Matt spoke to himself. "I should do something to make it up for him." He noticed something missing from the scene before him and hastily went to rectify it.

Matt went and bought a pen and paper from the closest shop and scribbled a note with the line 'courtesy of your friendly neighbourhood spider-man' and left it on the webbing.

"Wait here until I introduce you." Pete instructed, positioning her just to the side of the door.

Peter opened it slowly and was greeted by a happy chorus of: "Spider-man!"

Carol noted that none of the voices sounded surprised at his sudden visit.

"Hey, kids!" He greeted enthusiastically. "I brought a guest with me today, as well."

"Is it Captain America again?" Came a voice that Carol guessed belong to a boy of around 10. Of course Steve had come, she thought.

"No." Some of the boys groaned at this information. "But you're on the right track. Introducing Captain… Marvel!" He gestured dramatically to the door.

Carol stepped through and her heart tore at the sight in front of her. Around 10 beds filled the room, all occupied by children hooked up to various complicated machines. Obviously she had been expecting it, walking into the long-term children's ward at the hospital, but the knowledge did nothing to prepare her for the sight. Some of the girls squealed while a few of the boys groaned again.

"You brought a girl?" One of them asked.

"Shut up!" One of the girls retorted. "Mrs. Captain Marvel?" She said, now addressing Carol.

"Yes?" Carol responded politely.

"You're my absolute favouritest hero. I can't believe you're here."

"Well I'm… I'm honoured." Carol said, unsure about how to respond, she was overwhelmed.

"Are you and Spider-man in love?"

"Not yet, little one." Spidey responded, seeing Carol was getting flustered. "But you guys are part of my devious plan to get her to fall in love with me. So what do you say, are you up for convincing her?" Spider-man stage whispered, allowing all in the room to hear.

"Yes!" Many of the girls almost shouted in response.

"Spider-man, you're not supposed to say that in front of her." One of the older boys said, head almost resting on his palm.

"D'oh! Well why didn't you guys warn me?" Many of the children laughed.

"Spider-man! Will you make me another spider, the other one disappeared?" One of the boys asked him.

"I told you it would. And this webbing is expensive." He replied but at the look on the child's face he submitted. "Fine." He said, giving the response that everyone in the room knew would come. "Where do you want it?"

"Hmm, on the ceiling above me." the boy responded.

Peter detached a cartridge of his web from his belt and opened it up extracting a lot of the fluid and pulling it so that it stretched before molding it into the shape of a spider, never letting it touch the floor, lest it get stuck there. While he was doing that Carol shifted closer to the little girl who had claimed she was her favourite superhero.

"Does Spider-man come here often?" She asked.

"All the time." The girl replied happily. "You really should fall in love with him Mrs. Captain Marvel. Spider-man's really nice and funny."

"I just might." Carol said more to herself than anyone. "And please, you can call me Carol."

"That's like what spider-man said. 'Call me Peter'. But that's so boring."

"He told you his name?" Carol asked, quite surprised.

"Yeah, when we promised we wouldn't tell anyone else for the rest of our lives."

That sentence brought Carol close to tears.

"Hey, guys!" Spider-man said, once again addressing the whole room. "Do you want to hear about the crime me and Captain Marvel stopped earlier?"

The question brought a unanimous yes from the children in the room. Spider-man delved right into it. He told it animatedly, climbing all over the walls and feigning action. He exaggerated parts and made the story much more child friendly, omitting mention of drugs and such. The children gasped and laughed at various moments throughout his warped retelling. He tried to get Carol involved in the story-telling process as well but she was much less naturally gifted at this sort of thing. Still she put as much enthusiasm into it as she could and thought that she was probably better at it than Steve was, which was at least some consolation. She looked at spider-man, bouncing around the room, and the children laughing as he made a fool of himself and thought that of all the heroic things she'd encountered in her life this took the grand prize.

"You didn't have to take me home, you know. I'm not a normal girl." Carol said as they reached her home.

"It wasn't for your benefit." Peter replied.

"So, the children's ward. Do you do that often?" She asked, already aware of the answer but hoping for a little more.

"Yeah. Ever since the boy who collects spider-man." At Carol's questioning gaze he elaborated. "It was an article in the Daily Bugle. He was dying of leukemia and was perhaps my biggest fan. He had every article about me, and a special collection of Bugle retractions. Videotapes, spidey paraphernalia, you name it. The article urged me to grant his wish of meeting him so I did. Since then I've gone to visit dying children as much as I can. It feels so good, it's really very selfish of me."

"How often do you go?"

"Whenever I can. There's so many wards all over the city, I go whenever I can so that I see as many as I can regularly. I think Steve does that now as well, but he's a busier man than me. I was actually going to go there after our date but figured why not bring you along when the opportunity presented itsel…"

Peter was cut off as Carol's lips crashed onto his mouth, seemingly unaware or uncaring of the cloth between them. She reached up her hands to his face and pulled the mask up before desperately resuming the kiss. Peter responded in kind and they stood out of her door, passionately intertwined.

Carol pulled away and asked, "Would you like to come inside?"

The question shocked even her. It was so unlike her. She thought the three-date rule was malarkey so inviting him in on the first was completely out of character. Yet she didn't regret asking it.

Similarly everything in Pete's brain urged him to politely decline. But currently his heart was in control, was it his heart? It was certainly an organ other than his brain.

"I…" His heart wouldn't let his brain ruin this and he crushed his body back into hers, kissing her to shut himself up.

Peter pushed her up against her door as their hands began to roam over each others' bodies. She removed one hand and twisted the knob to open her door and the two practically collapsed inside. Pete used a trailing leg to slam the door shut behind them.