Author's Notes: I think Carol was actually Captain Marvel when Superior Spider-Man started, but I did her as Ms Marvel here. (see what I did there? XD) Yeah, this gets a bit kinky towards the end *shrugs* I got into it. Also, Cables will kill me if I don't say this: there's a new official Cables And Crack Twitter feed up, check it out to be alerted to updates and new stories as well as listen to random pieces of trivia we find out, or pieces of artwork or other stories we think are cool and worth checking out. Just put in the twitter dot com stuffs then slash CablesAndCrack. Hope to see you all there

When Ms Marvel flies out of the sky to the rooftop you're on and wordlessly starts making out with you, you don't ask why. Spiderman simply smiled and kissed her back. His arms wrapped around her waist and pulled her close to him. The strong blonde's arms were around his neck, and his mask was peeled up over his chin so their lips could meet and tangle.

The realities of being a superhero meant there were days when you were face with your own mortality. For Carol Danvers, it had been one of those days and she'd realised she didn't want to be alone tonight. His hands ran along her back, soothing her skin caringly. His fingers latched onto a few strands of her golden hair, and gently twirled it playfully.

The kiss broke off and Carol looked at him longingly. "Ms Marvel..." he whispered playfully, "Why don't we take this down into my apartment..." She answered him with a gentle peck to his cheek.

Carol's boots were stood by the door of Peter's apartment. Her costume was discarded nearby, lying next to Spidey's shirt. Not far from there was the rest of Spiderman's costume. Just across from there was the bed where Peter and Carol were rolling passionately under the covers, stripped to their underwear.

Carol was on top, her hair flowing over her shoulders and her legs straddling his waist. While Spidey's mask was laying peacefully on the cabinet besides them, Carol still wore her domino mask. Peter's hands were gently stroking her heaving breasts. She leant down and her lips sizzled with lust as they connected with his.

He flipped her onto her back and pulled himself onto her. "Peter..." she moaned out as he placed kisses down her neck and over her chest. She felt her bra click open and fall away. His wandering hands roamed her torso, rubbing her boobs deviously.

She needed to retaliate so she yanked away his underwear. His penis stood upright and her fingers curled around it. He moaned out as she rubbed along his shaft gently. She had him in her power now as she rolled him over onto his back and her tongue breezed over the head of his cock.

Peter couldn't stop himself from calling: "Carol! Oh god, Carol!" She was a master, her mouth gently working his dick with the utmost precision. Nothing could compare to the way she treated him for the next few moments. The way her hands rubbed and squeezed and her lips pressed and teased. He couldn't stop the moans and groans that she evoked from him with such ease. Then she broke away.

Peter was determined to get her back for that slice of heaven and pulled her tightly to him. He pressed a slight kiss to her nose lovingly then rolled them both out of bed and onto the floor, lost in a heap of duvet and sheets. She cried out with surprise and he positioned himself on top of her. His fingers pinched her knickers and trailed them over her thighs and calves down to her ankles.

His penis was pressed against her thigh, but it was his fingers that found her vagina first. The tips of his fingers rolled over her clit gently and she moaned out. The noises that followed as he toyed with her pussy, pinching her clit, were indecipherable. Tightly held between his thumb and forefinger, he rubbed the clit with the care and love a stamp collector would treasure the rarest stamp in the world with.

When he finally released her soaking wet vagina from the grasp of his fingers, she sighed out. Her freedom was only for a moment though because now his hips had found hers. He grinded down into her.

She shrieked out as he pounded down into her, holding none of this strength back. Their super-strengths were well-matched and pleasure watched over them both. His pelvis swung back and forth on her, each harsh thrust creating a loud reaction from Ms Marvel of some kind.

He gripped her firm breasts hard and pumped them up and down roughly, in time to his thrusting. They were both panting and coated with sweat when he finally lifted her off the ground and slammed her into the wall, his fucking not slowing at all. Her legs wrapped around his waist and her feet pressed his butt forwards, urging him on. He screwed her harder in response.

The blonde's body tensed up and the sweating wreck of a super-heroine was overcome with orgasm. He triggered too, shooting into her. "Ah!" she moaned out and they collapsed back down onto the floor.

"That was fun," Carol panted. "It was inevitable," Peter stated. She raised an eyebrow. The arrogance that flowed through Peter dissipated and he turned redder in the face, "I just mean... I meant... we were both attracted to each other so it made sense that... I'm sorry. I meant to say: you were absolutely amazing."

Carol laughed. "Good save." She kissed him deeply. "You didn't tell me you liked it rough too," she whispered. "Rough? That wasn't anywhere near rough," he laughed. A lustful look filled her eyes and she untangled herself from him, standing up and pressing herself against the wall again.

Her ass was right there, ready for the taking. "Show me..." she winked. He grinned as he picked up his web-shooters and webbed her hands to the wall, trapping her in that position. His hands rubbed her fore-arms gently as his hips positioned themselves at her butt. "Prepare to be amazed," he whispered teasingly into her ear, then he slammed his cock into her ass, fucking her rough and hard.

She shrieked and moaned with pleasure and his hips kept pounding into her. He spanked her ass forcefully and she cried out. "This better?" he asked as he screwed her even harder, while spanking, groping and fingering her. She was going to spend the rest of the night webbed to his wall as his marvellous new fuck toy so he wanted to make sure she was comfortable. She winked through her mask. "Superior," she screamed out.