AN: This is my first attempt at writing A Spider-Man Fanfiction. This will have elements from multiple sources that inspired me to write this, Mainly the Comics, Shows, Movies, and such. The main pairing has been decided. Please not that these first few chapters will be a bit rough to write. I haven't done something like this before, so writing this will be a little difficult. I would also like to inform you that Stan Lee plays a major role in this, though I will not say what that role is. You are free to guess what that role is. The only hint you'll have is that he plays a bunch a smaller roles that may or may not have a major impact on the story. Yes, this includes cameos. There will be some minor and major crossover elements in this though they will come much later. So without further ado, please enjoy. I will try to keep the characters as in character as possible and true to the sources.

Disclaimer: I do not own Spider-Man, The Avengers, X-Men or any related Marvel Character. All of that is owned by Marvel.

Prologue: A Bittersweet Visit

Trinity Church Cemetery, Harlem, New York City, New York, U.S.A.

October 5th, 2028

7:35A.M.

It was a cold, foggy and unusually quiet late morning as a Blonde hair, Caucasian, blue-eyed woman walked down a rather empty path towards the the farthest area away from bustling streets of Manhattan. She took her time as she made her way to the grave that she was visiting, preparing herself for a long conversation that was bound to take place. She hadn't come to terms with what had happened and why it happened. She had played that moment over and over in her head for a long time now, though she has recovered to a stable state of mind and conscious. But it still haunted her. THAT NIGHT was the worst night of her life and will remain that way. Though She had to be strong, not just for herself, not just for him, but for her, their sweet little bundle of joy and wonder. That night was five years ago, though it still felt like it was just yesterday. To think things would end that way. It took them all by surprise. No one saw it coming.

But enough about that night for the time being, we'll get back to it later. But for now, Let's focus on the woman. For you see, this woman is Carol Danvers-Parker, the wife and widow of the Late Peter Benjamin Parker and the mother of their Child, Elizabeth Gwendolyn Parker. Carol was a woman in her mid-thirties, around the age of 35. She was a human/Kree hybrid. She stood at a height of 5'11" tall and weighed approximately 146lbs. She had a slim yet fit and kept herself in shape with her military style training regiment that she retained from her days as an air force pilot. She was also most commonly known as Captain Marvel, ever since she took up that name. She had also taken up another name after Peter's death and that name is Madam Spider. A name She chose when she took up the mantle in Peter's place, just until most of Peter's Rogues were locked up behind bars.

While She didn't have Spider powers like her late husband, SHIELD provided her tech and equipment to help her stick to walls like he did.Having her own powers did help her as it made up for it. She did learn how to use his old web shooters efficiently. It took awhile but she had done it. She wore a button-up jacket that buttoned up on the right side and was mainly red with a dark blue on the back and under the sleeves with the signature golden star on the front and a giant red spider on the back, a pair of heavy black jeans with old black military combat boots and a pair of black fingerless gloves that adorned her wrists. Her golden blonde hair came down to her shoulder blades and was a bit messy as her bangs were neatly combed and tucked behind her left ear and slightly covered her right eye on the right. A small wedding ring adorned her left ring finger. The band was made from Adamantium and vibrainium, with a small diamond and two sapphires adorning it. A small bittersweet smile crossed her lips as she approached her destination, The grave of Peter Parker. She slowly made her approach and stopped as she was a couple of feet in front of the tombstone that decorated her late husband's grave. She clenched her shaking, gloved hands, taking a few slow and deep breaths before she began to speak.

"Hey there Pete." Carol spoke out in a soft tone, her eyes down casted on the grave with a mix of love and sadness filling them. "How long has it been since we last spoke? Three months? Four? Six? I've been so busy raising Elizabeth and working with SHIELD and the Avengers, I sadly lost track." She gave a soft chuckle as she waited in silence, taking a seat on the ground in front of the grave, her legs crossed. "I even still wear the wedding ring you got me. I know you want me to be happy, but you're the only partner and lover I've ever wanted, so I'm fine with not being married to anyone else."

"Though I can say that it hasn't been easy. These past five years that you've been gone have been rough. I am thankful for Aunt May and Maria for helping out with Little Elizabeth when they could. Though I'm not sure what went through your head when you had chosen Eddie Brock as her godfather, though he has made a big turnaround in life and visits Elizabeth when he can. The FBI has him dealing with a bunch of stuff he can't talk about." Carol took a breath and took a few minutes to calm herself before she continued speaking. Elizabeth is now in fifth grade. She turned ten last month, though I'm sure you knew this already. You probably bragging to all our friends up there about how amazing our little girl is. She got all our best traits. She even got your Spider-Sense and my superhuman durability, though I not too sure she's fully aware of it yet. I'm waiting till she is a bit older to give her the talk about "With Great Power, Comes Great Responsibility". I'd rather not fill her head with ideas just yet. She even has inherited your love for science." Carol smiled fondly at the grave before frowning and letting out a sad sigh.

"As for me, I've been working a lot. It takes Both Fury and Rogers to make sure I don't over work myself. I've locked up most of your Rogues for life or close to it." She scoffed softly. "All that are left are the six that are responsible for your death. I will make them pay. Don't worry, I won't murder them. I'll just make them pay dearly for taking you away from me. Hell hath no fury like that of a woman scorned. They will reap the consequences of their actions. I'll start with Kingpin, then move my way onto Electro, then Octavius will pay. Carnage, I try not to kill him, but I can't guarantee any promises. He's too dangerous for his own good. Chameleon will be next. He will be the trickiest to find. Finally, I will go after Osborne. Norman, that bastard, he survived your final battle with him, but when I come for him, and I will, I will make him scream!" Carol whispered quietly, though her voice was definitely filled with upmost fury and rage. Her whole body was shaking. Tears began to run down her face.

"I keep replaying that night in my head, you know." Carol spoke after a few moments of silence. "I keep on asking myself 'Why didn't he come to me for help?' I want to know what was going through your head that night, Peter. I don't understand why you didn't ask me for help. Why did you go to Thor, Venom, Stark, Natasha, and Rogers, but not me. I could of helped. I keep wondering what I missed, what went wrong, but I can't figure out an answer. Please, just answer me. Why didn't you come to me for help? I get that you want to protect me and Elizabeth, but I could of still helped you defeat them. Why did you have to leave me? Just why? Why?" Her tears were falling down onto her lap as she didn't bother to dry them. She was sobbing as she asked her question. Her breathing was ragged as if a knot had formed in her chest. "I miss you so much." She whispered once again. After taking a few moments to calm down. She then stayed silent for a while before speaking again.

"Well, Petey, I know you are pretty tired at the moment, so I'll let you get back to your ghostly sleep. I'll come back as soon as I can, but it might be awhile. I'll bring Elizabeth next time. She'll be very excited and happy to see you again. Thanks again for listening to me again. Even if it was just for an hour or so. Don't worry, I'll be careful. I love you, Peter."

Carol stood up and smiled at the grave, stretching slightly and then she dried her eyes. She looked to her left and gave a soft yawn. Raising an eyebrow as she listened to the distant sounds of the bustling city. 'This was going to be a good day. This chase is almost over', she thought to herself.

End of prologue

I will be updated soon. I hoped you all enjoy this prologue. Future chapters will be longer. Carol's outfit is based off Spider-Man's Last Stand suit.