"What do you mean 'overrun'?" Carol barked, shaking Jessica somewhat violently as she did so.

"A swarm of those things...can fly. They landed in force and well...took over," Jessica replied as Carol dropped her. "Cap and Fury where aboard...I dunno about the others." she finished with a pant.

"Shit!" Peter cursed, knowing how tough S.H.I.E.L.D's defences where. "They could crash that thing into the mainland and spread worldwide!"

"That's not the worst of it," Jessica said as she turned to face him. "Some of those tings are really intelligent. They were using computers. There are weapons onboard the helicarrier capable of ending life as we know it."

"Life as we know it?" the stranger who had been hiding in the bugle said as a wicked smile crossed his face. "Well, I know how I wanna go out. You game, Miss Marvel? Taste my..." CRACK! Peter struck the man across the temple, sending him sprawling on the pavement.

"That's my girlfriend you're objectifying!" he bellowed, before turning to face Carol. "Oh yeah," he continued, clenching his fists into tight balls. "What's up with you suddenly doing nude photo shoots for porn websites?"

"Does this seem like a good time to have a lover's quarrel?" Jessica cut in, "wait, what?"

"Hey," Carol said defiantly as she folded her arms across her chest, "what I do on my spare time is none of your business, Spider-man!"

"Where did you get all that money?" Peter asked, not backing down from the seven-foot tall beauty in front of him. "I for on..." KKKKRRRRRAAAA-ZZZZOOOOMMM! A mighty explosion rocked the area, sending everybody present to their knees. He looked up to see the front left corner of the helicarrier on fire, tilting towards the city.

"Spider-Woman!" Peter barked, "Evacuate the area now! Miss Marvel, we need to get on that ship and stop the fire from reaching the arc reactor. If it blows, we'll have a new Chernobyl on our hands!" He finished as Jessica took off into the air, carrying Jameson, Robbie and the man Peter had knocked out cold.

"How're you planning on stopping it?" Carol asked as she scooped him up in her arms and took off into the air. "You can't have enough flame-suppressing web-fluid to possibly..."

"I don't," he replied as the wind ripped at his face. "I'm still working on the plan part. I just know we need to...There's your doppelganger! Get her attention!" he shouted as he pointed to the metal-clad Carol Danvers, who was carrying the two special agents in a similar manner to the one he was being carried in. But there was no need for one Carol to grab the other's attention, as she flew next to them.

"You!" the woman, Shadow-Spider said, indicating to Carol. "Think you can absorb and arc reactor while she pilots us down?"

"I..." Carol stuttered at the sight of her doppelganger, "Yes! I think I can!"

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She should have seen it coming. His discovery of her little deception. Peter Parker wasn't an idiot, after all. But what other choices did she have? Tony Stark had refused to give the money necessary to pay those bills, and she couldn't watch Peter go out on the street in order to pay half a bill, and let the other half build up until he was forced into crime. Pornography was something she did not approve of on any level, but deep down she knew it was the fastest way to get the necessary money. So she had swallowed her pride and approached a photographer.

After all, Peter Parker deserved a helping hand. He was worth it, worth losing her pride and a bit of dignity. These thoughts continued to pound through her mind as she raced towards the helicarrier, with Peter in her arms and a perfect duplicate of herself flying beside her.

"...get onboard, we're gonna be swarmed by the infected," the woman in black and purple said over the rush of wind. "So it'll be up to the Ms Marvel holding D..."

"M-A!" the man that her clone was holding said hoarsely, getting the woman's attention.

"...Spider-man will try and absorb the arc reactor while the rest of us look for survivors," the woman finished. Carol could tell there was something about her that made Peter uneasy. And what made him uneasy made her uneasy, as she had no idea who this woman or her partner where. But she was forced to push these thoughts aside as they approached the deck of the once-glamourous Helicarrier that now lay in fire and ruin. She set him down gingerly before flying off towards the main arc reactor core.

Based on the miniaturized version in Tony Stark's chest, the arc reactor was what kept the ship in the air. And while she wasn't nearly as smart as Stark or Peter, she knew that there was enough energy stored within it to easily level a city. And now it was her job to make sure that didn't happen. Her heart began to pound in her chest as she wound through the halls of the helicarrier, not stopping to engage the infected, many of whom wore S.H.I.E.L.D standard-issue uniforms.

She reached the doors which had sealed off the arc reactor room. To the left of the door was a small control panel, which sparked and sputtered. Okay, there goes that option, she thought as she gathered a ball of energy around her fist and shot it forwards, blasting the door open with a mighty crash. As the dust cleared,she saw the reactor begin to spark and sputter. She raised her hands and took a deep breath, before willing the energy towards her body.

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"I don't give a shit about rules," Peter snapped as he twisted his body to avoid a flying infected. He watched as Shadow-Spider did a very similar movement to his. No one but me can move like that, he thought as he took out two more of the infected. They've all tried and failed, he thought as an arrow whizzed by him, lodging into the arm of a fourth symbiote. "Who the hell are you!"

"Think of us as the first inter-dimensional avenger team," Ronin replied as he used his bow and arrow to knock away another infected. "After a major incident in our universe, S.H.I.E.L.D set up an inter-dimensional phone line of sorts. And a few years later, they decided to assemble a response team. We travel in teams of two, and rotate universes every two months six months a year." he continued as Peter kicked away an attacker. Twin lines of webbing shot past him, nabbing a symbiote that had been about to attack him. He glanced over to confirm their source, Shadow-Spider.

"So you're one-hundred percent not from this universe?" he asked as he dodged a blow.

"Parallel," Ronin said as he fired off two more shots. "But a few years ahead. The Avengers still exist and stuff, though."

"Do I exist?" Peter asked as he delivered a mighty kick to an opponent. Out of the corner of his eye, he saw Shadow-Spider twinge slightly, disrupting her nearly-perfect flow of movement.

"It's against the rules," Ronin said, "for us to tell you any more than I just did and..." He was cut off by the ship's intercom buzzing to life.

"..r, Ronin! Get down to the weapons hall now!" the distinctive voice of Nick Fury said as a flurry of gunshots resounded. "...rimised! Sh..." dead silence followed for the next few seconds. Peter eagerly awaited the return of Fury's voice, but it did not come.

"Fury's down," Carol's doppelganger said over the comm. "Weapons room secure."

"Good," Ronin said as he felled the last symbiote and clicked the comm panel next to him. "We'll come to you. Spider-man, check the status of the arc reactor room, then meet us at the helm."

"Aye, aye," Peter replied, glad to be given an excuse to check on Carol. Even though he knew she could handle more punishment than him, he cared about her safety. He tore down the halls, veering left and right, following the clear directions on the walls. In less than two minutes, he arrived at what used to be a heavy metal door that had been melted through. He jumped through the hole and eyed what looked like a large version of Tony Stark's heart. But he paid the device little attention, more focused on the leather-clad figure lying at it's feet. "Carol!" he shouted as he dropped to his knees beside her and immediately checked for any signs of either injury or life. Luckily he found only the latter.

"...Peter...?" she said weakly as her eyes fluttered open. "That you babbling in my ear?"

"So you looked up the definition," he replied with a smirk as he brushed a lock of her hair aside.

"...while bench-pressing half ton weights," she replied with a small smile, gingerly grabbing his hand. "That took a lot out of me...I think ... I overloaded my...my body's nervous system," she said as her head rolled to the side, "I ache all over."

"You did just absorb the equivalent of a nuclear blast," he said as he moved his arms, ready to help her to her feet. "I think you're allowed to feel a little woozy and all," he began to help her up, only to find that she couldn't support her own weight.

"I don't think I'm woozy from the reactor," she said as he felt her hand trace up his back and to the base of his neck. With one motion, she pulled his mask free from his face. "I guess Jess was right," she said as he heard the com buzz incoherently from the hall, but he paid it no attention. "I'm an idiot for putting this off for so long. Peter, I...I'm not very good with...oh to hell with it." She finished abruptly by forcing his head down and kissing him passionately. Sparks of excess energy flew from her skin ont o his, creating a sensual tingle up and down his body.

He ran his hand through her hair and over her muscled body, feeling her convulse beneath him with passion. He felt her strength begin to return to her limbs as she came to a sitting position, moving her full lips from his mouth to his neck, causing tingles to run up and down his spine. The tingles soon turned into a buzzing. A warning one.

"Carol move!"

"No!"

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"Peter!" she shouted as her eyes snapped open. She looked around. She had no idea where she was. All she could see was a half-destroyed city. No people. No traffic. No Spider-man. She was most worried about the latter as she propelled herself skywards. "Spider-man!" she shouted, receiving no reply whatsoever. A single tear fell down her face as she began to draw some conclusions in her mind. I...I must have...did the explosion come from me? She thought as she cast her eyes around, desperately searching for any signs of life, or knowledge of where she was. If he where still...he'd come at the drop of a hat. He's not the type of person to just ignore someone and...KKKKKRRR-AAACCCKKKK!

She was blindsided by a blur of red and white motion. The force of the blow sent her crashing down to the ground. Carol tried to stand, only to find a blue-eyed blond female with a blue shirt, red skirt and red cape standing over top of her.

"Manke ro ie'!" the girl shouted as she demonstrated her clearly inhuman strength by lifting Carol into the air with one hand. "Kwentra amin manke ro ie'! kwentra amin manke a' en ten' Spider-man!"

"What...?" Carol sputtered, only recognizing the last word the girl had said as she tried to free herself.

"Tell me what you did to him!" the blonde girl shouted as she wrapped her free hand around Carol's throat, "or I will kill you."

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A/N: Muhahaha! To be concluded in:

Spider-man Forever

In the meantime, catch up on some of my other Spidey adventures!