The next day:

"PARKER, GET IN HERE!" A hoarse-voiced J. Jonah Jameson shouted from inside his office. Peter stood up from the chair he had been sitting in for nearly half an hour and stretched briefly before striding into the square office. Numerous pictures littered the wall, most of them either praising the Bugle, promoting Jameson's political ambitions or slandering Spider-man.

"You rang, Jonah?" Peter smirked as he put the portfolio of photographs he was carrying down on the desk.

"You're a half hour late with your pictures, Parker, what do I pay you for?" Jameson shouted as he massaged his temples that where covered in greying hair. "I take you in off the street and give you a job. The least I expect is for you to be punctual and on time and..."

"Jonah, I've been waiting outside for half an hour," he replied as he opened the portfolio, "and this is what I've got. Some shots of Spidey going around New York yesterday. Two robbery break-ups and a mugging and..."

"Jonah," Robbie Robertson said as he burst through the door to the office. "Sorry Parker," he apologized before continuing, "that murderer from last night struck again on Broadway street. The police say they've got five more bodies in hell's kitchen. Same story, cut apart by a blowtorch-like weapon of some sorts."

"Good," Jameson said as he slammed his fist on to the table. "Parker, I'll take the first three of these if you go get me some decent photo's of some dead bodies on the double."

"But Jonah I.." Peter began to protest.

"Do it or you're fired!" Jameson shouted bitterly.

"I'll do my best," Peter muttered as he turned and left. He shot through the office, figuring he had an hour before he was supposed to meet Carol, and he figured the crime scene was about ten to twenty minutes out of his way. He was so lost in his thoughts that he crashed right into someone, and they both fell to the floor. "Sorry," he said as he helped the woman with the papers she had been holding. His eyes snapped to the badge clipped to her chest, "...Mary-Anne," he finished before fully getting to his feet and making his way past the blonde girl and to the door. He slipped into the elevator and pressed the 'down' button.

...

Why the hell am I so nervous? She asked herself as she checked her hair in the lone mirror in her apartment once more. I mean, I'm just doing this because of how well he treated those kids last night...and as an apology for hitting him when he definitely didn't deserve it. She brushed a strand of hair out of her face as she fumbled in her purse for her lipstick.

In fact, he should get some sort of medal or something. But all he's gonna get is bashed by that god foul-mouthed J. Jonah Jameson character. She felt her hands begin to shake violently as she applied a new layer of red colour to her lips. Dropping the lipstick back in her purse, she straitened out her white blouse and flicked a strand of hair from her black pants.

She nervously checked the clock to see that it read 11:18,time to go, she thought as she turned to the door of her mildly-sized apartment. After exiting, she made her way to he roof and, checking to make sure no one was looking, took off into the air.

She flew high enough that people wouldn't be able to recognize her from the street. Partly because she didn't want the media interrupting her lunch with Peter, and she knew she was somewhat sexualized in the minds of some criminals. The suit was her favourite, but she didn't like some of the comments that where made about her. Ironically, she was reminded of the time she had first attempted to apprehend the wall-crawling hero.

"Fine by me," one of the muggers said as he slicked back his hair. "I guess I'll have to hold on to that body of yours pretty tightly while..." He was cut off by Peter aiming a web-bullet for his mouth.

"Watch your mouth," Peter had interrupted, "we're in the presence of a lady."

"You just physically assaulted a man in front of your arresting officer?" Carol had said with a hearty laugh. "You must be as crazy as they say, Spider-man."

She continued to smile as the mental imagery of that one simple action played out in her mind. She could have blasted the man to kingdom come right then and there, but somehow Peter's comment had turned harmful words into hilarious ones.

"Correction," Peter had replied, "I'm babbling. Not stalling. There's a difference, you can look it up in a dictionary the next time you're bench-pressing half-ton weights with one hand, keeping that awesome figure of yours oh shit I just did myself in didn't I?"

Yes. Peter Parker was definitely one of the more positive aspects of her life. She just needed to learn how to express herself properly.

...

True to what Robbie had reported, there where six bodies in the middle of the street. All of them had been hacked apart into two or three pieces. Two women and three men, all brutally killed for reasons he did not know yet.

Well it's not anybody I've ever heard of, he thought as he snapped pictures from his vantage point on the roof. The police still partially obscured his view, but he knew Jonah would accept that as a fact of life and move on and complain about something else. Like Spider-man, or my pictures of him...I mean me...he thought as he snapped another picture and his phone went off, alerting him to a text message.

It read, "U still coming? Or do I have 2 kick your ass?" He sent his reply as he darted into cover and made an expedient change of clothing before shooting out over the street. He propelled himself forward as fast as he could. According to all available evidence, the fastest he could go was 120 miles per hour, which was no where near Carol's top speed of 400 miles an hour. And it didn't help that his spider-sense went off mid-swing.

...

"Please don't lolz!"

Carol sighed as she tapped the table, staring at the empty seat in front of her. Out of the corner of her eyes, she could see people casting glances her way. She knew what the must be thinking. A woman like me, sitting alone at a restaurant with an empty seat in front of me with a glass of water.

She checked her phone again, just to look busy. And to make sure he hadn't sent her another message. Oh god, she thought, I'm turning into Jess, checking every five seconds to see if he's..

"Hello again," a gentle voice said from behind, causing Carol to turn and come to face with an elderly woman. At first, she didn't recognize her at all and was about to snap something about being left alone when it donned on her who this woman was. It was Peter's Aunt, May, I think her name is, she thought.

"Oh!" Carol said, "Um...hi."

"You do remember me, right?" May asked with a warm smile. "I'm..."

"Peter's Aunt," Carol smiled back as she offered a hand out for her to shake. "I remember, you threatened to kill me if I hurt Peter, remember?"

"Well, I'm glad I made an impression," May said as she continued to smile as she shook Carol's hand gently, "Have you seen him recently? He seems to be staying out later at night, as he's never home when I call."

"Well um..." Carol paused, trying to remain as inconspicuous. Which was extremely difficult for her, seeing as she didn't really have a secret identity of her own. "I think he said he's been putting in a lot of hours at his work." how the hell can he put up with this crap? Her train of thought continued as she smiled outwardly.

"You mean at your work?" May smirked, "You do work at the Bugle with him, right?"

"I...yes...I work at the Bugle..." Carol muttered frantically, barely able to recall the name of the infamous newspaper publisher.

"Do us both a favour dear," May replied with a tilt of her head. "Don't lie to me, it's unbecoming or someone as lovely as you. What I want to know is why You and my nephew felt compelled to lie."

"I..." Carol began, but she was cut short when something fell from the sky and impacted a car with a mighty crash. A mighty scream rippled through everybody present as a large, black creature dropped out of the sky.

...

Aunt May

"Do us both a favour dear," May said as she tilted her head to the side. "Don't lie to me, it's unbecoming for someone as lovely as you. What I want to know is why you and my nephew felt compelled to lie to me." Does he really think he needs to protect me that much? There is no reason for it...

"I..." May watched as Carol attempted to come up with a suitable lie. It was rather cute to watch, until something crashed into a car behind her. She turned in shock to see a towering figure with black skin and razor like fangs. She watched as the monster approached the damaged car, as a hand emerged from the roof of the car. Almost instantly, she recognized it as Spider-man's.

"Stay here," Carol snapped as she got to her feet and leaped over the fence separating them from the street.

"Where are you going!" May shouted as she watched the monster turn to face the oncoming Carol. Despite the fact that Peter had lied to her about the woman's nature, May instantly saw the connection they shared, and new her nephew would be devastated if anything where to happen to her. No boy should have to lose as much love as my Peter has! She thought as Spider-man leaped out of the wreckage. She also watched as the monster swatted Carol like a fly, sending her into a parked car.

May stumbled as she felt her heartbeat pick up and her head began to pound in pain. As she collapsed to the ground, she heard a voice that sounded so much like her nephew's.

...

"Ow..." he grunted as he opened his eyes and found his vision was somewhat blurry.

"Where are you going?" he heard a somewhat familiar voice call out, followed by a loud smacking sound.

"I'm going to enjoy this..." Venom's voice hissed as Peter saw a large, black shape re-enter his field of vision. "spider-man, at my mercy at last. And so many people to watch as I tear your head from your shoulders." Venom finished as Peter's vision cleared, giving him a good view of the monster before him.

"Not today, Brock!" Peter shouted as he kicked him away, before fully emerging from the remains of the car. Immediately, he felt the pain course through his body. Note to self, don't get thrown into cars, he thought with a grimace as he assumed a fighting stance. "I've got a date, and I don't think you wanna see the woman when she's pissed. Then again, neither do I. Can we re-schedule for Auguary 32nd?" he asked with a smirk as Venom swung for his head, forcing Peter to duck and return the favour with a sweeping kick to Venom's leg. The blow did nothing to phase his gargantuan opponent, who brought his fists to bear on Peter, nearly crushing his head. Peter blocked the blow and entered a contest of brute strength.

"So tasty..." Venom growled as he flicked his tongue out towards Peter's masked face. "I will savour you."

"So you're finally going to do it, aren't you?" Peter grimaced as Venom's claws drew closer to his chest, "You're finally gonna kiss me, aren't you?"

"Those are your last words, Spider-man!" Venom roared as he made one final push on Peter's defences, which finally gave way. Luckily, help was close on hand.

"NNNGGGGHHHH!" was followed by a powerful blast of energy that struck him in the chest, sending him flying backwards. Peter flipped himself to his feet and faced his floating saviour.

"Well at least I get to kick somebody's ass today," Carol said with a challenge as Venom got to his feet. "And to think, I almost got all dressed up for nothing!"

"See what you did, Brock? You pissed off my date and now we're both dead men," Peter smirked as he rolled to the side, out of the way of a charging Venom.

"What's his story?" Carol asked as she manoeuvred to his side. A quick glance confirmed that she was decked out in her black leather uniform with the lightning bolt.

"If you're gonna hang around me," Peter quirked as Venom roared and began a second charge, "you should get to know my rogues. This is Venom, his hobbies include gardening, flower arranging, baseball, visiting the children's hospital and trying to bite my head off."

"And there's someone inside, right?" Carol asked as Venom got closer.

"Yep. And he's right on top of you!" He warned.

"On it!" Carol replied as she slammed her fist into Venom's mouth and down his throat. He watched as she pulled Eddie Brock out with one clean motion.

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"And there's someone inside, right?" she asked as she heard the heavy footsteps get closer and closer.

"Yep. And he's right on top of you! Peter said in a warning tone of voice.

"On it!" She replied as she spun around and drove her fist into the monster's waiting mouth. Peter's concern was not lost on her as she yanked the man inside free of the sprawling suit. Shouldn't I be the one concerned about him, since I'm bulletproof and all? She thought as what remained of the suit sprouted tentacles.

Tentacles that snapped out towards her arm.

"What the hell?" she screeched as the black substance began to pull her in. "Get this crap off me!" she yelled as she felt her face being swallowed whole by what felt like thick, black oil.

"Yessss..." a raspy echo of her own voice called out as Carol felt her body dragged upwards into the air. "The power..."

"Hey, ugly!" Peter shouted as he propelled himself forwards with a sling-shot. "Don't go around eating beautiful women who can stand me for more than five seconds. They're hard to come by!" he said as he landed a punch to Carol's jaw. "And if you're in there Ms M, sorry about that!"

"She doesn't exist anymore, Parker!" Venom gloated with her voice, "there is only Venom now!"

"AAAGGGHHHH!" Carol screamed with all her might, trying to force her way out of the mess she was in.

"Stay in there!" Venom growled as it summoned her ability to fire concussive blasts, and sent one flying towards Peter. He dodged, just in time and came around for a counter-attack with a powerful kick that did nothing to phase Venom, who had access to Carol's inhuman durability. With a single hand, Venom knocked Peter away like he was made of paper. Summoning up as much energy as she could, Carol tried blasting her way out, to no avail.

"Let her go Venom!" Peter shouted as he launched a series of kicks and punches towards Venom. "Go pick on someone your own size!"

"Her feelings for you," Venom snarled as Carol felt something violate her mind. "do you want me to tell you what they are?"

"I dunno what your mother tau...wait what?" Peter said in the middle of a combo, "Did you just..." he was cut off by a backhand from Venom as Carol tried to break free once more.

"...need...more...energy!" she shouted as best she could.

"More energy," Peter replied, indicating that he heard her as he shot two strands of webbing out towards Venom and pulled. Carol felt herself being dragged through the air towards a nearby transformer. "Insert 'take charge' reference here!" he shouted as electricity coursed through Carol's body.

"Hahahahahahaha!" Venom gloated as he latched his hands onto the machine. "more...more power...!"

"You want power ass-hole!" Carol screamed as she summoned every ounce of energy she cold absorb. She felt it build up to a climax, before she spread it out on every direction.

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BOOM! A titanic explosion knocked him off his feet as little chunks of symbiote splattered all over the place. In the centre of the explosion Peter saw Carol kneeling on the ground, panting as smoke rose from her body.

"Wow," he said as he approached her, stopping only to web the naked Eddie Brock to the ground was he did so. "Looks like you've re-defined smoking hot. We so need to put your picture in..."

"Spider-man! Ms Marvel! Spider-man!" foreshadowed a sea of reporters swarming them before they could get one more word in with one another. "Are the rumours true about the two of you?"

"I'm sorry..." Peter asked as he glanced Carol's way. "What rumours...?"

"We've got a source who's given us photo evidence of you two together over the past few weeks," A reporter chanted relentlessly. "My boss's source says you two have been going steady for a few months and..."

"'Going steady'?" Carol blurted, "where's your evidence of..." she began.

"Here!" another reporter shouted as she produced a photograph from her pocket. Peter took it from her and looked it over as an ambulance pulled up on the other side of the street. This is from last night! He thought as he looked it over, eyeing the time-stamp and surprising quality. He also took note of the fact that is was of Carol kissing him on the cheek. Well no wonder they...

"Spider!" Carol shouted, getting his attention. He looked up from the photo and at her as she hovered in the air slightly and pointed to the parked ambulance. His eyes followed her arm, and he saw two paramedics taking a woman into the back on a stretcher, one of them giving her constant CPR. He didn't need to be any closer to the woman to tell who she was, as he had lived in the same house as her for most of his life.

He gave Carol a single acknowledging nod before propelling himself skyward.

And still, he did not see the single, blonde-haired figure watching him from the shadows, knowing the time had come.

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He was shoved into a dark room by two unseen guards, who would be nothing to him if he had his tentacles. But, he was not so fortunate in his situation. I had him in my grasp! Octavious snarled at the thought. I had him squealing, writhing like an insect under a boot! He would be dead if not for that bitch's interference!

"Otto Octavious." A smooth voice called out, the speaker hidden by a shadow. "Know criminal offender. Wanted for ten separate murder charges and numerous thefts."

"I don't need my list of wrongful offences read out to me!" Otto snapped back at his unseen interrogator.

"I have something to offer you." the voice said plainly, "a chance for revenge against the one responsible for your most recent...incarceration."

"You should know as well as I that Ms Marvel cannot be beaten," Otto replied bitterly. "She walked through the six of us like we where nothing!"

"Take the experience," the voice replied, "and use it. You now know how powerful she is. And where she is weak."

"That woman cannot be defeated!" Otto snapped bitterly, "she is to strong!"

"When you want to bring down an enemy warbird, you don't shoot it's guns." The voice said very sternly as a small file slid across the table towards Otto's cuffed hands,. "You shoot for the pilot. You shoot for the heart." A brief moment of silence existed between them, until Otto finally spoke.

"And what do you want in return?" he asked.

"No unnecessary harm comes to Spider-man, understand? He's mine."

A/N: notice the by-name O.C. appearance?