"...was an incredible woman. She took me, a lost cause, into her home and she worked her magic. I swear, she was made of very stern stuff, that woman. I remember..." He choked on his words, fighting back tears as he stumbled slightly. On a good day, he wasn't one for public speaking. He re-established his balance as a figure in black moved to his side.

"You okay Tiger?" MJ whispered into his ear.

"I..." he began to whisper, swallowing the rest of what he was going to say. "...I remember, on the day I moved out, she was adamant that she would pay for the truck. And that she'd move 'her half' of my stuff. Or when I first got my job at the Bugle. She insisted on talking with my boss, in order to make sure I got a fair wage. And..." he trailed of as he looked out over the crowd. There weren't many people there. No family, as Aunt May had been an only child, and so had her parents.

Some of Aunt May's fellow volunteers from the food bank had managed to make it, same with her friends from the local soup kitchen. Even some of the people she had helped over the years where there. But overall, the turnout was less than spectacular.

Anna Watson, a long-time neighbour of theirs had managed to come with MJ. Despite Anna's long-standing dislike of Peter, she had managed a civil and even friendly tone with him over the past few days.

Peter calmly assumed his seat before the funeral staff began to lower Aunt May's casket in to the ground. A single tear fell down his face as he lost sight of the coffin.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"Have you talked to him since yesterday?" Steve asked her as they both watched Peter stumble past.

"No," Carol replied uneasily, "He's not exactly in the mood for talking with anyone. I figured it would be best to give him his space."

"Well don't take to long," Steve said as worry lines crossed his face. "It's unhealthy for someone to keep it all bottled up inside for to long. Add in the monetary issues and you've got a time-bomb."

"It's not fair," Carol muttered under her breath.

"What isn't fair?" Steve asked.

"Stark gets life handed to him on a silver platter. He flies through college and has never had to struggle for money. He gets kidnapped once and escapes and becomes a national sensation because of his super-weapon. 'The greatest American hero since Captain America' is what they called him..."

"I bet that satisfied his ego," Steve half-smirked as Carol continued.

"...meanwhile Peter puts up with more crap from the media than all of us combined. He probably saved more lives by himself last year than we did as a team. All the while struggling to make ends meet," Carol muttered as she folded her arms across her chest. "And despite this, Stark refuses to..."

"He told me he's got a lot on his plate," Steve offered politely. "He's got to keep all this going. Plus a business to run, and an armoury to keep stocked and..."

"Thirty grand is pocket change to him," Carol snapped as she stood up. "He bought another car last month for at least three times that much. Don't tell me he doesn't have that kind of money," she finished as she began to walk away.

"Where are you going?" Steve asked her.

"I'm taking some of your advice," she replied curtly as she followed the same path Peter had.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

He was perched on a rooftop overlooking a darkened side street. It was completely abandoned, as the criminals had long ago learned that this was in the heart of Spider-man's territory. And if anyone was stupid enough to enter without good intent, they where greeted with swift justice.

"You. In civies. Now." A powerful female voice said as it descended from up high. He turned slightly to face Carol as she came to his eye-level.

"What for?" he asked with a shrug.

"I still owe you a date," she replied, "get into something more appropriate. We're going somewhere nice."

"'Nice' sounds expensive," he remarked with a wry grin under his mask. "And I don't do expensive. I can't afford to."

"I'm paying," she replied as she grabbed his arm and lifted him into the air. He watched as the ground flew past, much faster than it would if he was swinging. Seconds later, Carol dropped down over his apartment, saying, "Make sure it's nice."

"I've got a clip-on tie somewhere," he smirked as he pulled open the access hatch that lead to his apartment, and he beckoned for her to follow. She did so with a slight smirk. He walked strait into his room and immediately began searching for the only suit he possessed. He found it in the back of his closet and began to change. Once he was finished, he came out and asked, "and how where you planning on changing without any clothes?"

"Like this," Carol replied as she began to glow. He watched as a halo of light appeared around her head and descended downwards. He watched as her mask disappeared, and inch by inch, her leather uniform changed into a black woman's suit and pants. "Minor molecular manipulation," Carol smirked, "a neat trick I learned a few years ago."

"I can do a triple back-flip in mid-air," he said, earning a slight chuckle in response. "Why don't you do that all the time?" he asked as he headed for the door.

"It's not easy and requires concentration," Carol replied with a shrug. "I only use it in a pinch. Like right now."

"And yet," he said as he opened the door and gestured for her to exit through. "You're still better dressed than me," he finished as she exited, and he followed her after closing and locking his door.

Twenty minutes later, he found himself in a fancy restaurant, sitting at a table across from Carol. In complete awkward silence.

"So," he said, in an attempt to break the silence, "What other tricks can you do?"

"Tricks?" she asked.

"Besides changing your outfit at will," he replied as he folded his hands in front of himself. "And bench-pressing freight trains and outstripping fighter jets."

"I...I can speak seven other languages," Carol said with a tilt of her head. "Russian, French, Italian, Spanish, Mandarin, Japanese and a little bit of Kree."

"I can speak smart-ass," Peter replied, "You absorb energy right?"

"Yeah," she said with a shrug, "if I concentrate, I can absorb nearly any kind of energy. Kinetic, electricity, solar..."

"So you're a plant?" he said with a muffled laugh.

"You wanna wind up in a body cast?" she said as she raised her eyebrows.

"Any other forms of energy you can absorb?" he asked, "the scientist part of me wants to know."

"Well, If I try really hard," she said in a lower voice, "I can absorb life energy. But I only did that once, with a horse."

"Wow," he said, "I never would have known. Do you come here often?"

"You're really random, you know that? And not as often as I'd like," Carol replied with a sigh. "Stuff at HQ keeps me pretty busy."

"Shame," he said with a shrug, "if I could afford it I'd come here every day."

"Why can't you afford it?" Carol asked intently, "You could have published a book about yourself like I did. Make a few million. People would buy it more than they did mine."

"And who'd write the book?" he smirked.

"You would," Carol replied, "that's a stupid question..."

"Me." he said with a whisper and a smirk to match hers, "Peter Parker, the guy who also takes pictures of spidey for the bugle? Suddenly writes a biography on him. People aren't that stupid. They'd start to do the math in their heads."

"Good point," she said as she dug into her bag. "And while we're on the subject of money..." she said as she pulled out an envelope. "Here, a check for you."

"Carol you don't..." he began as he tried to push the envelope away.

"There are very few men who get to tell me what to do," Carol stated clearly. "You aren't one of them. Now take the money as a gift or I will throw money bags at your apartment." She finished as she shoved the envelope into his hands.

"How did you come up with..." Peter began.

"Not important," Carol said, cutting him off. "It's yours now, so you can pay off your debt now, rather than ten years from now." she said as he cut open the top of the envelope.

"Thirty grand..." he whispered as he looked from the check to Carol and back again. He lost himself in the moment. It had been a long time since anyone had done something like this for him, and he was overwhelmed. He shot his face forward, crushing his lips into hers in a deep, passionate kiss. He traced his hand through her hair and he felt her hand caress his shoulder lightly. He pushed in deeper with his lips as a low buzzing emanated from the back of his head. "You aren't gonna hit me are you?" he asked as he pulled away and looked into her eyes.

"No," she replied softly, "why would I...?"

"My head's buzzing," he said as he glanced about the room, noticing the lights beginning to flicker. "And that only happens when something bad's about to happen." As soon as he finished speaking, a man at the bank machine along the wall swore angrily.

"Fucking machine ate my card!" the man swore as he pointed to one of the waiters, "get it out or..." he stopped as the lights went out. "The fuck?" the man said as more people stood up. Peter instinctively reached for his phone, planning to use it as a light. Not for himself, he could see just fine. But he knew other's weren't as fortunate. The only problem was that it wouldn't turn on.

"Phone not working?" Carol asked him.

"No," he said, "battery must be dead or something."

"Mine's not working either," Carol replied with steel in her voice. "It's to much of a co-incidence for my taste. Is your head still..."

"Yes," he replied curtly. Seconds later something crashed through the window. With his enhanced sight, he could see that it was a person. Most likely on some type of drug, based on how they walked around right after coming through the window. The only thing that struck him as odd was the fact that the person was dressed in very expensive clothes. To expensive for a druggie to have in his experience. Two more bodies crashed through the windows, alerting him to the fact that something else was at play. The three stumbling figures launched themselves at the angry customer, but Peter intercepted with his shoulder.

"Evacuate the area?" Carol whispered as she rushed to his side.

"Yeah. You go costume, I'll go back and change," he replied as Carol became illuminated in a halo of light.

"Everybody listen up!" Carol said as her clothes changed from her dinner outfit to her leather one. "I'm going escort you to the nearest police station. I need you to stay calm and stay together." She finished as someone outside the restaurant screamed. "Let's go!" Carol barked as she lead the people inside the restaurant to the street. Peter stayed behind and snuck out the back.

He turned around a corner and came face-to-face with another one, which launched itself at him. He ducked underneath and delivered a punch to the creature's gut as something tackled him from behind. He kicked out with his legs, sending both attackers flying as three more charged him. Three kicks later and they where down in time for his arms to be put in a tight hold. These...aren't people, he thought, way to strong... he continued as he pulled himself free. He was to late though, as four bodies tackled him, and forced him to his knees as even more piled on top. Relief came, as something impacted the creatures from the side, sending them reeling. He looked around for his saviour, finding her floating about a foot in the air wearing silver armour over black leather. Her long blonde hair was tied back in a ponytail and she had a smile etched on her face.

"Oh hell no," Peter said as Carol's doppelganger started towards him.

A/N: How do you think she came up with the money? And what's happening to New York?