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Captain Marvel is dying, and it's up to Spider-Man to find a cure. But when Doctor Doom steals his research, Spider-Man teams up with Captain America to get it back before her time runs out.

Adventure / Romance
Age Rating:

Chapter One

Sunlight cast angular shadows into the concrete canyons of Manhattan, but even on a cloudless summer day the blue flashes of energy weapons robbed the sun of its rightful duties, if only for split seconds.

It was around these plasma blasts that Peter Parker, the Amazing Spider-Man, dodged, flipped, ducked, and somersaulted, working his way through a group of private soldiers from Advanced Idea Mechanics, or A.I.M. Man, today is one of those days when I really love my job.

"Hey, I just met you," he said, punching an A.I.M. agent in the face, shattering the black glass of the cylindrical helmet.

"But this is crazy," he continued, dodging more energy blasts before webbing two opponents together, then kicking them into an air conditioning unit and webbing them to it.

"You're hurting people," More blasts flew around him as he slid underneath an A.I.M. agent, webbing the man's foot as he went. The agent tried to turn around and fire, but tangled himself in the web and fell, leaving himself open for Spider-Man to web him to the rooftop.

"So stop this, maybe?" he finished, flipping over an agent's head and mule kicking the man as he landed.

"I can't believe you just quoted that song," a woman's voice said, just as the final two A.I.M. soldiers' bodies fell out of thin air, landing on top of the man Spider-Man had just knocked out. "That is just… so dated."

Peter smiled beneath the mask. I love my job today because I get to bust up A.I.M. nerds with the lovely and awesome Ms. Carol Danvers, AKA the new and significantly improved Captain Marvel.

Captain Marvel smirked at him, placing her hands on her hips. "And now it's stuck in my head."

Spider-Man bounced over to the edge of the roof. "That's a song?" he said. "I thought it was just a meme."

"What the heck is a—NNG!" Captain Marvel's face squeezed together in pain as she started to freefall.

"Carol?" Spider-Man half-yelled, leaping over the side. He watched her unconscious form fall toward the earth, her arms and legs spread, offering some resistance in the air. Pulling his extremeties in as tightly as possible, Spider-Man dive bombed toward her. I'm only going to get one shot at this, he thought, reaching out with his left hand toward the sash that was tied around her waist. His fingertips grazed the red cloth just before she struck the pavement, but fingertips were all he needed. "Got you!" Spider-Man said, sticking his fingers to the sash and firing a web line into the nearest building. He pulled Captain Marvel into the safety of the crook of his elbow, but swinging with unusual weight threw him off balance, and his Spider-Sense rang out a warning. Spider-Man looked up just in time to see a taxi in his path. "Oh, this could be bad," he said.

It was too late to prevent the impact, but the warning gave Spider-Man enough time to turn his body so that Captain Marvel was protected from the brunt of the damage. Glass flew in a cascade around him as the windshield buckled, and the metal creaked as the roof gave way. He would've screamed if the air hadn't been robbed from his lungs. He laid there for what seemed hours before turning his head to check on Captain Marvel. Slivers clinked as they slid off his neck and mask. His body had protected her from any severe external damage, it seemed. Grabbing her shoulder, Spider-Man shook her gently, trying to rouse her. "Carol," he said, "Carol, are you alright?"

The street around him was deserted, though he could see people standing in the windows of the nearby offices. The reflection from one of the buildings gave him a perfect panorama of the street, and he saw the Stark Industries armored car that A.I.M. had been trying to rob. They'd managed to shoot out the tires with their energy weapons before Spider-Man confronted them on the rooftop. He took out a few in the fight early on, but most of his energy was being spent dodging their shots. At least, before Captain Marvel showed up. She'd just happened to be flying by, and saw the blue lights of their weapons.

Spider-Man looked back to Carol. There was blood leaking out of her nose, and she didn't look like she'd be regaining consciousness any time soon. He removed one of his gloves and placed two fingers on her neck. Her pulse was weak, and sporadic. He turned his ear toward her mouth and nose, and heard her inhale. At least she's still breathing, he thought. His musing was interrupted by his Spider-Sense tingling.

"Oh, crap," Spider-Man said, looking up. Four more A.I.M. soldiers were approaching him, their energy rifles trained on him and Captain Marvel. I can't... I could fight them off, but I can't do it and keep Carol safe.

From behind him, Spider-Man heard the whistling of air, and a red-and-white streak flew past his head, striking two of the soldiers before shooting back over him. Oh, thank God. "Man, you guys are just not having a good day," he said, using the distraction to disarm the soldiers with webbing. The two men looked at each other, then turned to run, but Spider-Man webbed their feet to the ground. "Where're you going, fellas? I thought we were bonding," he said.

"Spider-Man," the commanding tone of Captain America was not one with which many people argued. Steve Rogers stepped around the taxi, his shield raised, his eyes scanning the area for further threats. "Is she alright?" he asked.

"No, she's not," Spider-Man replied. He stepped off the taxi and gave the Captain a nod, which Steve returned. "Her pulse is arrhythmic, and her breathing is shallow."

More plasma blasts started coming from behind the armored car. There must have been more A.I.M. agents trying to get at the Stark tech than Spider-Man had seen. Cap blocked a shot that would have hit Carol with his shield. "Then we need to get her to a hospital," he said.

Another blast hit the car next to the taxi, exploding the windshield and raining down glass. Cap covered Carol with his shield, while Spider-Man covered his head with his arms. "Aww, I was gonna take her down to that new café on 38th," he said.

"This is no time for jokes!" Cap said, shoving his finger in Spider-Man's face.

The A.I.M. agents were getting frustrated with the heroes clear disinterest in them. Several aimed their guns right at Spider-Man's head and fired. "Who's joki—hang on," Spider-Man said, grabbing Cap's shield arm and pulling the shield between his head and the plasma bolts.

Cap jerked his arm back and threw the shield, striking the soldiers who had fired at them. "Right now we need to focus on the task at hand," he said, catching the shield as it returned.

If Spider-Man had had hair sticking out of his mask, he would have run both his hands through it. "Cap, the task at hand needs to be getting her some help," he said, gesturing toward Captain Marvel. "Beating up on the bucket heads is gonna have to wait." Just then his Spider-Sense blared, and Spider-Man turned to see another fifteen A.I.M. agents, all with plasma weapons trained on the heroes. "Of course, getting her there in one piece might be a bit difficult."

Spider-Man looked to Captain America for direction. Besides being his leader in the Avengers, Steve was also the current Director of S.H.I.E.L.D. Most people called him "Commander Rogers" now, but to the Avengers, he would always be Cap. Spider-Man knew there was no better battlefield tactician, and he could see the wheels turning in Cap's head. "Take her to the Tower," Cap said. "I'll handle this."

"Uh... are you sure?" Spider-Man said, his web shooters at the ready should they be needed. "Not that I doubt your awesomeness or anything, but there're lots of guys with big guns here."

Captain America turned his head to Spider-Man, and Peter actually saw a smile on the man's face. "I'll meet you there when I'm done."

Spider-Man stood outside Avengers' Tower's hospital wing, watching through an observation window as the doctor looked Carol over. Generally with this type of situation, Tony Stark, Reed Richards, or Hank McCoy would be called in to help, but all three were indisposed at the moment. Figures. Goes to show that the old Parker luck doesn't just infect me. The stuff's contagious. He turned as the door opened behind him and Steve walked in, the shield strapped to his back and his mask discarded.

"Is she okay?" he asked.

"They haven't said anything yet," Spider-Man replied. He felt uncomfortable wearing his mask in the Tower. He'd gotten used to being able to be himself around his fellow Avengers, but the doctors working on Carol didn't know who Spider-Man was, and Peter intended to keep it that way.

Steve turned to Spider-Man, his arms crossed over his chest. "What happened out there?" he asked.

Spider-Man threw his arms in the air and turned away from Steve. "I don't know," he said. "We were fighting some guys, I cracked some jokes. I mean, unless she has a serious allergy to memes, I don't—"

Turning back around, Spider-Man was a little stunned to see Steve staring straight into his eyepieces, brow furrowed, mouth downturned. "What's a meme?" he asked, in the same tone he used when assessing a new threat on the battlefield.

He had to work to suppress a snicker, and was glad that Steve couldn't see him smiling beneath the mask. Some things never get old. "Don't worry about it, Cap," he said.

Steve noticed the doctor walking toward the doors, and they went to meet him. "Captain," the doctor said, the double doors clicking as they shut behind him. "Spider-Man."

They shook hands with the doctor before Steve asked, "How is she, doctor?"

The man shrugged, then stuck the clipboard he was holding underneath his arm. "Honestly," he said, pulling off his glasses and letting them hang on the chain around his neck, "I have no idea. I've managed to stabilize her, but I haven't a clue as to what caused her to lose consciousness in the first place. Other than her vital signs slowly weakening, she's perfectly healthy." The men walked back to the observation area, where they looked at her through the glass. "The problem is that, now that she's conscious, she won't talk to us about what's wrong."

Spider-Man couldn't believe that. Carol wasn't stupid. "What?" he said. "Why not?"

"She says she only wants to talk to you," he said, pointing at Spider-Man with his pen.

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