Peter crouched over a stone gargoyle as the cars whizzed below in endless lines of light. The sky was darkening by the minute, as if in unison with the traffic and the people.

"Something on your mind, Spider?" a smooth female voice purred from behind him Despite all of their encounters, Peter was surprised that his Spider-sense was unable to pick up on the Black Cat. Every time she comes near me, something really bad happens. Usually to me and my personal life. Like when she approached M.J, which eventually lead to our break-up. "And I loved that black suit you where wearing the other day." Felicia purred seductively as she attempted to wrap her arms around him unsuccessfully.

"That was for a special occasion," Peter snapped back as he felt a twang of pain when he thought of Gwen. "That's all."

"Oh!" Felicia smiled as she traced her fingers across his chest. "With a special someone...? Without little me?" she purred as she mashed her breasts together, presenting an enlarged sight to him that was completely unnecessary, given her already revealing costume.

"Give it a rest, cat." Peter replied as he gazed outward over the street.

"Oh come on Spider," Felicia purred as she slipped around his body. "It can be like old times. Remember when we had the night of our lives?"

"You mean after you drugged me?" he snapped back as he turned his face to look at her directly. Big mistake, he thought as he saw her pouted lips and her still-squeezed together breasts. The sight would have driven any other man insane. But it was the body behind hers that got Peter's attention.

"Being seen with a known career criminal will not help your public image," the joy-filled voice that belonged to Ms Marvel said as she lowered herself down from the night sky. "Just so you know, Spider-man."

"So is this who you've ditched me for?" Felicia said as she brought herself to full height. "I've gotta say hun, you could do so much better for yourself."

"Like you?" Ms Marvel said. With that, the two women began sizing the other up with a fine-toothed comb. "How much did those cost you?" Ms Marvel said wryly as she indicated towards Felicia's chest, causing the cat burglar to rear back in disgust.

"And you're one to talk," Felicia snapped back as she narrowed her eyes.

"Beat it," Ms Marvel stated with the slightest hint of a challenge. A brief moment of tension hung in the air as the two women stared each other down, waiting for the other to give ground. Finally, Felicia caved in to pressure.

"See you around spider," she purred as she left, leaving the two heroes alone.

"Are you actually going to talk to me this time?" Ms Marvel said as she placed her hands on her hips and glaring at him.

"Are you actually going to arrest me this time?" Peter rebuked as he tilted his head.

"That isn't out of the question yet," she replied with a stare. "Not until you answer a question I have for you. Then we'll see."

"What's the question?" Peter asked. "Two plus two is four. You bake the turkey at three-hundred and sixty degrees for eight to ten minutes. Socks first then..."

"How did Captain Stacey die?" she said bluntly, stopping him in his tracks.

"That's not important now, is it?" Peter replied as he shifted his feet in a blatant statement of his discomfort.

"Details would be nice," Ms Marvel continued as she hovered right in front of him. Due to the close proximity of her face, Peter could soak in every detail.

"Read the Bugle," Peter offered, "It'll tell you everything you need to know."

"I don't believe in a man who uses his own newspaper to further his political goals," Ms Marvel said as she folded her arms. "I want to know the details. You where there. Did you kill him before or after facing Electro?"

"After," Peter replied without a second thought.

"I knew it!" Ms Marvel said as she snapped her fingers. "You lied to the police!"

"I..." Peter stuttered, "what...?"

"Captain Stacy was killed by Doctor Octopus. Not Electro. Someone as smart as you would remember something like that. So I know you're lying." Ms Marvel stated with a tilt of her head. Dammit, Peter swore internally as he tried to think of a way out of his situation. "What I want to know is why." she finished as she forced his head up, "why lie to the cops. Why lie to the Avengers?"

"Would you have believed me?" Peter replied, "would anyone have believed me?"

"We could have made your life so much easier," she said, with more softness in her voice. "And..." She was cut off by a fireball crashing into the roof. Both heroes rushed over to discover a pile of smoking wreckage that looked vaguely human. "Vision?" Ms Marvel stammered as the android's body sparked and sputtered.

"...warning..." a synthetic voice said, with static dripping in it's voice. "Avengers Mansion under attack...security measures failed...Iron Man armour offline...Wasp unconscious...Hulk down...Captain America operating at twenty percent...ten...down...Spider-woman engaging intruder... auxiliary power systems depleted. Entering stasis lock."

"Hold on!" Ms Marvel shouted as she grabbed Peter under his arms. Less than a second later, she tore off into the sky while carrying him.

A/N: Who could tear through the Avengers like that? And what does it mean for our two heroes?

Comment with your favourite interaction between the two heroes so far!