This isn't a continuation or a spinoff of any of my stories. This is a practice one shot so that I can get used to writing 'intimate' scenes.

That being said, enjoy my new story. This one's about one of my all-time favorite marvel couples

I don't own Spider-Man or Avengers.

Enjoy!

Carol Danvers aka Ms. Marvel was laying down in her room, looking at the ceiling.

"I need to get laid." She said to herself.

She was currently in avengers tower, which she had all to herself, seeing as how all of the other avengers were either on missions or actually living their lives. Usually she'd just spend her Friday night's with Jess, but she was living with Tony now.

Come to think of it, most of her friends were getting into relationships now.

Cap, Hawkeye, Widow, Thor, even hulk was getting back together with Betty Ross (to red's complete displeasure).

Why couldn't she find someone? Oh yeah…

To put it simply, she had terrible taste in men. She went after guys who, no matter what, either just stared at her like a juicy rib-eye or were too afraid to even touch her.

She sighed. 'Guess that's the life of a superhero.' Carol thought as she got up. She figured it was better for her to let out some steam than to stay here brooding over her love life.

She changed into a black sports bra and a pair of grey booty shorts. If she was alone there wasn't really any need to cover up much.

She made her way down the hall to the workout room. Given how often she used it since she first joined the team, tony had just made her room made up on this floor, so that she'd be closer to it. It also put her room across from a certain web-singer's, which she was grateful for.

Unfortunately, he was gone from the tower at the moment, left for his home in the city. Pity, would've actually enjoyed seeing him tonight.

Peter was one of the only men in her life that she trusted as a hero, but he was the only guy that she trusted as a person because he treated her as such. He treated her with respect and never looked down on her (mainly because she was 3 inches taller than him).

Just as those thoughts entered her head, she came up upon the workout room and opened the door.

And was met with an unexpected sight.

There was, crouched in his signature fighting stance, Peter Parker, the Amazing Spider-Man. He was wearing his costume and was fighting against a simulation of a sentinel and the juggernaut.

She watched as he moved fluidly, dodging each of their attacks. He used the sentinel's lasers to disorient the juggernaut before thrashing the sentinel.

She watched him as he backflipped off the sentinel just as the juggernaut charged into it.

The juggernaut turned around but before he could start running again, Peter webbed his eyes before launching a blast of concussive webbing into his mouth, knocking him out.

He turned towards her and his lenses widened before he took off his mask, showing his face.

"Hey, Carol, didn't see you there." He said casually, looking her up and down. The outfit she was wearing was leaving little to the imagination.

Her bare midriff was exposed to him and so were her, long, slender legs.

Every bit of her was toned and curved to perfection.

The truth was that he'd always had a crush on her, but never had the chance to act on it.

And while he was checking her out, she was checking him out.

She admired his long, fit body. He wasn't huge, but he was nicely muscular, and he was definitely strong enough to keep up with her. She bit her lip as she gazed at his crotch and started wondering what was under the padding.

They were admiring each other for so long that they hadn't even realized they'd been walking towards each other until their faces were inches apart.

Both stared at the other briefly before they kissed.

They kissed each other deeply, neither one giving up control. Their tongues battled furiously in each other's mouths, both fighting for dominance but neither giving in.

Their hands ran all over each other's bodies with wild abandon, stroking, grabbing, groping each other until they'd both had enough of foreplay.

Peter pulled down her shorts, revealing her light red thong. He could see it was clearly stained with her juices.

Carol ripped his costume off his body. 'He's got spares.' She thought, reasoning.

This left them both in their underwear, both eyeing each other with unmistakable lust.

Peter reached for her bra and removed it, making Carol smile impressedly. She liked that he knew what he was doing.

Peter groped her DD cup breasts roughly, making Carol let out a strong moan. He moved his thumbs against her rock-hard nipples, making her knees buckle.

He pulled her forward to steady her, and kissed her deeply again. She kissed him back with equal fervor. Her soft tits pressed against his hard pecs.

This time though, he reached down and grabbed her ass, squeezing it. She moaned in his mouth and he took control of the kiss. He curled his tongue around hers and slapped her ass hard.

Carol squealed and moaned loudly in his mouth, causing Peter to spank her again and again.

Her moans grew louder and her panties grew damper.

Carol reached for his waistband and pulled down his underwear, revealing his cock.

Carol's eyes widened with surprise and excitement as she looked at the size of it.

"Man, you are a 'big' boy, aren't you?" She said to him. Peter smirked at her for that.

Peter picked her up and Carol wrapped her legs around his waist. Peter walked her over to the wall and slammed her into it. Carol moaned at his roughness and tightened her hold on him.

He lined his 12 inch cock with her pussy and dropped her down onto it, making them both hiss with pleasure.

"Fuck. You're so big." Carol moaned out coarsely. She was loving the feeling of his big cock inside her.

Peter started bucking his hips roughly into her, fucking Carol into the wall. Her nails clawed at Peter's back, drawing blood.

She started to meet his thrusts using her strength, pushing her hips down as he pumped into her, his cock hitting all of her spots inside.

His cock brushed up against her cervix and she tensed around him.

"Fuck Im cumming!" Carol squealed out and her eyes rolled into the back of her head as she had a full-body orgasm. She panted heavily, eyes half-lidded.

Peter watched her chest rise and fall with each breath and brought his mouth to her nipple, making Carol gasp. She was still coming down from her orgasm and her body was very sensitive from that last orgasm.

Peter sucked her tit like a newborn and groped the other. Carol wrapped her hands around his head and held him there. Luckily he had enhanced endurance or his head would've been crushed.

Peter moved to the other nipple and sucked it with equal enthusiasm. He also brought one finger down to Carol's sensitive snatch and pushed it into her.

She moaned as his long, thick finger penetrated her slick walls and making Carol moan.

Her knees buckled again when he inserted another finger into her and found her g-spot.

Peter took his fingers out and Carol turned around and bent over, putting her hands against the wall, waiting for him.

Peter lined his cock up with her snatch and pushed himself into her hot pussy.

He thrusted into Carol from behind and, hitting her cervix, causing her to cry out his name over and over as she came around him again.

Eventually Peter felt his balls tighten and pumped into her faster. Carol spoke in tongues, too drunk on pleasure to form a coherent thought.

Peter thrusted into her hard, hitting her cervix again. Carol came hard around him and he released his seed into her depths.

Peter knew she was safe. She'd told him a few months ago that she was always on the pill in case a mission ever involved villains.. raping her. That thought seemed to hurt him even more after this moment with her. From here on he vowed to make sure that that would never happen to his Carol.

Peter pulled out of her and caught her before she could hit the floor. They laid down on the cold floor, Carol cuddled into Peter's side.

They laid there for a few minutes, just basking in afterglow.

"Does this mean something or is there actually something there?" Carol asked him curiously. Peter shrugged at that question.

"Don't know exactly. But I know that I'd like to give this a try." He said, pointing to the both of them.

"That is, if you are." Peter finished.

Carol thought about it for a minute. It wasn't really a bad idea. They were both superheroes and could take care of themselves. They both worked together, so they'd be able to spend lots of time together, and really, Peter was the only man to ever fuck her senseless, which was a serious bonus.

All in all, she had no reservations.

Carol looked back to Peter and saw him looking at her expectantly.

"Yeah, I'm up for going this a try, if you're willing to put up with me, that is." She said playfully.

Peter looked like he was seriously thinking about it for a second before smirking.

"Well, I don't know. You're a hard woman to please. I'm just a mere mortal after all." Peter said back, smirking, making Carol lightly slap his chest.

"You know what, maybe I'll just stick to ice cream." She said chuckling.

"What, after you tried sausage? Not possible." Peter retorted making her giggle loudly.

"Yeah, I think we'll be fine. Just make sure that you have a spot on your bed for me, huh, Spidey?" She said teasingly.

"Deal." Peter nodded. " And I'll make sure you always get a nice 'breakfast in bed' too."

Peter said, making her giggle before getting up.

" Well, I'm going to shower, wanna join me?" She asked with a cat-like smile.

Peter smiled and nodded. As he walked with her, he thought.

'Yeah, we'll be ok.'

What Peter and Carol didn't know was there were two people watching the security cameras very intently.

"About time the kid hit that." Tony Stark said matter of factly.

"Tony! We taking a shower or not?!" Jessica Drew yelled from their bathroom.

"Coming, and so will you be in a minute!" Tony shouted back making Jess giggle.

As he made his way to the shower, he thought about how proud he was of Peter and how happy he was for them both.

'Good job kid.'

The end!

My first one shot. Please read and review. I'd really like some feedback before I start doing the lemons for friendly neighbourhood harem.

I plan to update weekly if possible, also thx for those who follow my story. I honestly didn't expect as many people to read it.

Thx and heroverse out!