So, now we continue on with Carol's battles against the sinister Spider-Man foes out there. Thanks for the support from those who've enjoyed the last chapter, means a lot :) Now, this chapter gave me a bit of difficulty, but I hope you all enjoy this final product. Next in the rink, the Shocker! Enjoy!

Disclaimer: Ms. Marvel, Spider-Man and all characters are owned by Marvel.

Chapter 2: Shocker

"Mommy, I'm scared," the little girl cried. Her tears were not just a result of her fear, but of the dust around her and the others, as well.

"Don't worry sweetie," her mother reassured her as she pulled her in closer and tighter. "We'll be ok. Spider-Man's going to save us; he always does."

"It's Spider-Man's fault this is happening in the first place!" a man yelled to the mother. "Stop filling her with false hope!"

"My daughter is terrified, you asshole," she snapped back. "She ought to know that everything'll be ok!"

"Lady's right, man," a young college man added. "That's pretty messed up, dude."

"He's right," another lady spoke up, her face covered in dust. "This is all Spider-Man's fault I'm about to end up a human pancake! I just go proposed to and-"

"How dare you, young lady!" an elderly man retorted, holding his wife and their pet Rottweiler. "Spider-Man is the reason you're not dead yet, and you have the audacity to say it's all his fault?!"

"Look," said the cop with the broken leg, "I'm all for Spider-Man as much as the next guy, but you gotta admit, this does look pretty-"

"Um, excuse me guys?" a voice quipped up. Everyone turned their attention back to the Webhead, who was using all his strength to support the massive building that had fallen earlier in his battle with the Shocker, threatening to crush the people who were now arguing either for or against him.

"Yeah, guys, kind of trying to figure out a way out of this, so can you please shut up? Thanks!" Spider-Man said, the strain clearly detectable in his voice. The building was luckily set for demolition later this month, so it was empty, leaving him to worry only about the people under him, the ones not lucky enough to get out of the way in time. Peter still wasn't sure how this happened.

It had been a regular fight: Shocker had chosen today to rob a bank, and fleeing the scene, Spider-Man had jumped in to stop him as usual. The money was safe, which really pissed off Shocker, and the villain struck back with a vengeance, blasting the hero as much as he could, trading punches and such. Being the quick spider-like guy he is, Spider-Man was able to hold out against the villain, as per usual. Then Shocker got in a lucky hit, sending Peter flying into the empty building. Then Shocker fired at the entire building, bringing it down-right where these unlucky people were. Ever responsible, Peter managed to catch the falling building, saving them all-for the moment.

Now trying to hold the entirety of the building's 70+ ton weight on his hands and shoulders, Spider-Man was trying to think of how to get the people out of under the building and away from Shocker to safety.

Speaking of Shocker….

"Well, well, lookit what I caught," came the annoying drawl as Shocker came into view. "Got me a spider." He rose up his vibro-smashers and took aim at Spider-Man, the whine of the vibrations preparing to fire very audible.

Peter suddenly realized that Shocker had no idea that there were other people underneath the massive structure-he thought it was just him.

"This is just too good to be true."

"Shocker, wait!" Peter yelled, trying to reason with the villain who now wanted him dead. "There are other people under here besides me-a child, an old couple…even a dog! Let them come out before killing me at least!"

"Nice try, Webs," Shocker retorted, an evil smile forming under his mask. "But I call bullshit on your bluff."

"Dammit, Schultz, I'm not bluffing-"

"Shut up, and die," Shocker interrupted as he fired –

As something slammed into his side, knocking him back a few dozen feet away and sending his blasts harmlessly into the skies. Peter was surprised at the sudden action that occurred before him. When the dust cleared from the impact, however, he immediately burst into a smile, though it was hidden behind his mask.

In the nick of time, Carol-or Ms. Marvel as most knew her-had arrived, effectively helping deflect blasts that could've killed him and the people he was protecting and now was here to help.

"Cheer up, little girl," Peter said to the child in a comforting tone. "Ms. Marvel is here to save us."

"Really?" she replied, a hopeful smile on her lips; her mother and the other suddenly had looks of joy.

Carol walked over, bent down a little to assess the situation and immediately grabbed the building, lifting it up with almost no effort while taking a good load of pressure off the Webhead.

"Boy," he said with a gasp of relief, rubbing his very sore arms. "Am I glad to see you right now!"

"Just right now?" Ms. Marvel replied with a smirk. "I was under the impression that you're always glad to see me, Webhead."

"Well, of course, but now more than usual." The grin was noticeable in his voice.

"Ms. Marvel, are you here to save us?" the little girl asked. Carol turned to give her her most warming smile. She couldn't have been older than six.

"You bet; you and your mom and everyone here." Turning to the firefighters on the scene, she yelled out, "I'll hold the building so you all can get these people out. We have a child, an injured officer and an elderly couple among others!"

"Don't forget the dog!" Spider-Man yelled as the firefighters and medics rushed over.

"Well, at least she's doing something about the situation," the recently engaged woman said aloud. "Now that there's a real hero here, we're ok!"

Having heard it all before, Peter just rolled his eyes and sighed to himself, remembering you can't make everyone happy. Carol, however, became furious with her comment and rushed to defend his honor.

"Are you dead, lady? Do you see your loved ones crying that you didn't make it?" When the woman had no answer to give, she continued. "Yeah, I thought so, and you know why? Because of Spider-Man! He risked his own life supporting this thing to keep you guys alive. Because of him, you're still breathing you ungrateful little b-"

"CAROL, BEHIND YOU!" Spidey yelled, his Spider-Sense going haywire. The warning came too late as Ms. Marvel was bombarded by vibration blasts. The force & shock of the impact was so great that it jolted her hands, and she let go of the building. Everyone underneath-civilians, firefighters and paramedics-screamed in horror and would've been crushed if Spider-Man didn't quickly grab the building again, once more taking the entire weight on his shoulders.

"Big mistake, blondie!" Shocker yelled as he continued his relentless bombarding on the heroine. "You're gonna pay for that!"

Under the building, the little girl began crying. "Spider-Man, he's hurting Ms. Marvel!"

"Don't worry, kid," Peter said in a heavily strained voice as he tried to set the equilibrium of the building right to balance out the weight on him. "It takes more than that to hurt Ms. Marvel."

Shocker ended his attack, satisfied, and began walking to where Carol was now on all fours. "Word of advice, Blondie: stay away from stuff that doesn't concern-" He never got to finish his sentence as he was hit by a photon blast, sending him flying into a nearby car.

"Did you just shoot at me?" Ms. Marvel asked with such ice that it sent shivers down the villain's spine. "I hold up the building to get innocent people out and you have the nerve to SHOOT at me?!"

"How did you-"

"Superhuman durability," Carol snarled in reply, now walking menacingly towards him, cracking her knuckles.

"Um…Ms. Marvel?" Spider-Man called from his position.

"Don't worry, Webs, I got this," came her reply. "Just keep holding up that thing." Her fist began glowing.

"Oh…yay," Peter said sarcastically.

"Ok, Shocker, time for you to get some words of advice," Carol said. "You don't just hit a hero in the back and get away with it!" At those words, she raced at him, making to punch him into next week-only to have her fist bounce off some kind of force field, shocking her completely.

"Oh yeah, the bug should've told you-I have a built-in vibration force field. Basically, you can't touch me," Shocker smirked as he blasted Carol again with his gauntlets, sending her staggering a few feet back; the vibration blasts were powerful, but not strong enough to send her flying or knock her out and hurt her. "Lucky for me," the villain continued, "I can still go all out and hit you!"

'Dammit, this isn't good,' Carol thought as she dodged another blast. 'He didn't have that when I first tackled him. Can't hit him with that force field now, and I have no idea what its endurance threshold is. But…a blast can get through, since I sent him flying when he hit me.' She then fired a photon blast at him, only for Shocker to barely dodge it and return fire-this time up above her, sending a few chunks of a nearby building falling down towards her. Carol managed to dodge them all, then raced to the ground to attack again. Shocker anticipated that, and setting his gauntlets accordingly at maximum strength, he began punching into air-but vibration impacts were hitting Carol. 'Ok, he can send shock punches through the air…wasn't expecting that. Let's try another tackle.' Carol then dropped to the ground and flew at the villain's legs, making to force him to fall. She connected with the force field, but her momentum broke through enough to send him sprawling down. But Shocker then fired up, his vibration blasts hitting Carol full in the chest. Her durability continued to greatly lessen the impact the blasts would've had on her organs, but this was getting to be tiresome. 'I need to land a hit now, or soon someone's going to get hurt.'

Ms. Marvel landed few dozen feet away from Shocker. "Ok, Shocker, you want to play with the big kids?! Let's play!" She fired dual photon blasts, only for him to counter with a dual vibration blast of his own, the vibrations forcing the energy blasts at bay, slowly dispersing the atoms of the energy.

"Enough force and even energy atoms will disperse, but nice try Blondie! Anything you can dish I can dish back. Full power and I can kick your energy hits away!"

"You want full power, Shocker?!" Carol smirked devilishly as her eyes began glowing. "I'll give you REAL full power!" With that, she surged massive amounts of energy into her blasts, increasing its power exponentially, blasting through the vibration blasts. With a yell of surprise, the villain was flung into a nearby squad car.

Carol fell down onto one knee, getting herself together. That had been one hell of a blast, and it somewhat drained her.

Suddenly, Shocker tackled her, catching her completely off-guard, knocking her into the ground and grabbed her in a choke hold. Before Carol had anytime to even register what had just happened-who in their right mind would tackle her without any powers?-Shocker slammed one of his gauntlets to her ear and fired. The pain was unbearable as Carol began screaming. Her pain receptors, though enhanced to Kree physiology standards, could not sustain a direct hit to the ear canals by powerful vibrations. If this continued, the vibratory assault could potentially make her brain explode. All her mental activity froze, however, as she was assaulted by this attack on her ears. She could do nothing.

"Once I'm done with you, I'm going back after Spider-Man, finish him off," Shocker gloated, enjoying both how he was beating Ms. Marvel, and how the attractive heroine was squirming against his body.

Those words somehow made it Carol's mind and only one though formulated through the haze of pain: 'I won't let him hurt Peter.'

Shocker didn't see her hand until the photon blast sent him flying across the battle ridden street. Slowly but steadily, Carol returned to her feet, ready to beat this man to a pulp. "You're going to pay for that, Shocker," she snarled. She flew at him and began firing a continuous flurry of punches, each one more powerful than the last. Shocker was unsure of what was happening-the heroine knew she couldn't directly hit him with his force field around him, which was what she was hitting. What was her play?

Unbeknownst to the villain, Carol had an underlying plan: being able to absorb all form of energy, many forget this includes kinetic energy. The force of impacts between her fists and the force field was pure kinetic energy. Absorbing it, Carol continued relentlessly on her punching onslaught, striking at Shocker's field, keeping him unable to retaliate in any form, striking harder and harder until-

All of a sudden, echoing feedback whined out for miles as Shocker's force field shattered, the strain of Ms. Marvel's ever increasing punching frenzy too much for it to handle. The heroine stood there, arms folded and unable to contain her devious grin; Shocker stood there also, staring at her in utter shock at what just happened.

"Well…fuck," was all he could say.

"Couldn't have said it better," Carol replied as she started towards him. In desperation, the villain fired his gauntlets at her. Tired of this, she simply endured its impacts and continued walking over, and upon reaching him she grabbed his gauntlets and crushed them with her hands.

"Um…I surrender?" Shocker sheepishly said, the fear in his eyes very visible.

"Took you long enough," she replied with a smirk as she knocked him out with one punch.

"Ms. Marvel-the building!" Crap, she had completely forgotten about Peter.

"Oh don't worry, I'm having the time of my life here; keep doing your thing, Ms. Marvel-don't mind me," Spider-Man yelled with a heavy strain. Every single one of the trapped civilians made it out during the fight; now only he was left under the building, and since he was holding it, there wasn't a visible way to get him out in time before the building squashed him like a…well, spider. Luckily, Ms. Marvel took the struggle out of his hands as she immediately grabbed the building again, allowing Peter to walk away at last.

"What, and let you hog all the fun?" she smirked, her eyes betraying the joking manner she said it in. As soon as he was well away from the building, she set it down at last.

As the two of them saw the cops handcuff the unconscious villain, the little girl came up to her. "Thanks, Ms. Marvel; you're the best hero ever. You saved us from the bad man, and you saved Spider-Man, too!"

"You're welcome; what's your name?" Carol said as she knelt to give her a hug.

"Claire."

"Well, Claire, you have to thank Spider-Man here, too; he was the one who made sure the big building. He has a big heart and you should know that no matter what, Spider-Man will always do what's right and will always be there to save you; he'll never let the bad guys hurt you. He's one of the greatest heroes out there, even better than me."

"Ok," the girl said and then hugged Peter. "Thanks, Spider-Man."

"You got it, Claire," he smiled. As the girl went back to her mother, he turned to Carol. "That was pretty nice of you to say."

"Don't get used to it," Carol smiled, enticing a small chuckle from the Webhead.

"Well, I'm off to make sure Shocker doesn't do anything stupid on his way to the Raft, but when I come back, want to get some dinner?"

"I'd love that," Carol said with a luminous smile as she hugged her Amazing Spider-Man before he webbed off to follow the police convoy.

I grew up with the Spectacular Spiderman version of Shocker-my personal favorite-but I decided to stay true to the original, Herman Schultz.

Like it? What did you think? What can I improve on? Your reviews and feedback are always welcomed :)

Have a Spidey Villain you want to see next? Let me know via review or PM. I will do my best to not disappoint.

Now on another note, on the day I release the next chapter (by the end of the week), I will also launch another one-shot series: "Marvelous and Amazing." Guess who it'll be about? Originally, it was going to be my first published story, but I lost motivation and interest (and I call myself a Peter/Carol advocate...). I'd like to thank aspiringactor for giving me the push & motivation to go ahead with the project. It'll focus solely on Peter & Carol's relationship (and sometimes lack of). I'm sure you'll all love it.

"SPIDERMAN/MS. MARVEL: LOVE & WAR" launches next week, so keep an eye out! Until next time, readers.