Author's Note: Ah, man. It's been so long, right? Too long, far too long. Sorry about that, had some big changes to get through, not all of them good. Anyway, I'm in a better place now, a place where I can actually write again. And getting back to this was something I've been wanting to do for such a long time now, hopefully you guys are still willing to read.

So this chapter was a bit of a tricky one, I've had the concept for this for so long. You guys might remember a little story from year called Civil War II, came out around the same time as Cap: Civil War. It was pretty badly received by fans for many reasons but one of the biggest offenders being the character assassination of Carol Danvers, something I hated.

I'm not a fan of Brian Michael Bendis by any stretch of the imagination, so I thought I'd try to make myself feel better by remedying Carol's horrible decisions in that story by bringing back something which has been forgotten. The Carol Danvers/Peter Parker relationship that actually happened in the comics, how different would things have been had Carol simply talked to someone like Peter? Well, I hope this chapter answers that question.

Disclaimer: Spider-Man and all related characters are owned by Marvel and in turn, Disney. I own nothing.

Carol Danvers/Captain Marvel Part III

"Quaint", a smug Peter Parker made sure to comment as he stepped through the automated door leading to the private Captain's Quarters, an esteemed guest aboard the Alpha Flight Low-Orbit Space Station.

He'd opted to poke fun at his newly attained status as the superhero community's go to billionaire, taking over from Tony Stark in that regard. Making fun of himself helped him remember that nothing had changed; he was still Peter Parker, an orphan from Queens that had been raised by two loving and rather old fashioned guardians.

His life was so hectic; sometimes it was easy to forget where he came from, how he'd finally escaped the infinite loop of photography, barely managing to scrape rent money together every month and his red and blue alter ego's lifestyle stifling his creative genius. So he kept things light, kept things funny, tried to stay grounded and firmly rooted in his friendly neighbourhood beginnings.

Of course, his friends reminded him constantly that no matter how much money he had, no matter how many material things he owned, he'd always be the teenager that held the weight of the world on his shoulders. One of those friends being Carol Danvers, though Peter was constantly struggling with the 'just friends' part.

Was that even true anymore? Had they passed that threshold? They'd both been so busy with so many recent changes in their lives; their relationship had kind of been put on the back burner. They tried to make time for one another, sparse date nights scattered here and there in the midst of their increasingly busy schedules, but things always seemed to slip through the cracks.

Which was also the reason Peter was a little surprised Carol had personally invited him up to her little space station in the sky, something she'd recently been put in charge of as the leader of Alpha Flight. She wouldn't just invite him up for a little pow wow, it had to have been important.

With Carol, it always was.

The woman in question, fully suited up in her red, blue and gold uniform, sauntered her was past her guest with a roll of the eyes. "We can't all run multi-billion dollar companies, Peter." The blonde prodded right back, flashing a playful smile at her long-time ally.

Peter reached up to yank his mask off and nodded, taking the jab on the chin. "I have help," he admitted and oh boy, did he need it.

Juggling life as an inventive billionaire and the world's funniest superhero (at least he liked to think so) was tough, so tough that it made Peter appreciate Tony a little more, even despite their rocky history. Peter had help in almost every aspect of his company, Parker Enterprises. Anywhere from R&D to marketing to board meetings, his employees were always willing to lend a hand to their vacant boss.

Vacant being the word due to his almost distracted behaviour, as though he had somewhere more important to be, something more important to do. In fact, the only place Peter didn't need the help was the place he felt most comfortable. The lab, hands on and in the thick of the next big thing, the world's next innovation. Aunt May had always said that if he put his mind to it, if he sat himself down and focused, he may have been the one to cure cancer.

Inventing gadgets and gizmos for the Spidey slice of his life was all well and good, but Peter really shined in biology, bio-chemistry to be exact. Still, he just never had the time, even now after so much had changed in his life. The tall shadow of Spider-Man had loomed over him since he was fifteen years old, it didn't seem to have been letting up either.

Though Peter couldn't complain, the webbed wonder had opened the door to an exciting world outside of Queens. A world that allowed him to meet extraordinary people, experience things that other people could've never dreamed off. Case in point, the woman in his presence, that carried herself with such grace and poise you'd be forgiven for forgetting her background in the Air Force.

Carol spun on her heels, leaning back onto the sleek metal desk in her quarters, a place where she worked and filed reports, usually pertaining to the missions she and her team carried out from the day to day. It was tough leading, she had to admit. She'd been lucky enough to watch a living legend, Captain America himself, do it for years.

Still, watching and doing were two completely different things. Carol had had to get the hang of things pretty quickly and according to those around her, she was managing things fairly well. Her team had been pretty understanding of her rookie leadership, the fact that she'd always taken orders and never given them.

But there was always that part of her, a tiny voice in the back of her mind that doubted everything she did. Though if she really was doing a bad job of things, T'Challa would've no doubt said something. The man wasn't one to beat around the bush, friend or no friend. She'd regularly sought advice from the King of Wakanda on several occasions, he was practically her second-in-command and rightly so too.

The Black Panther wasn't just his country's protector but also their monarch, the man they looked to for guidance. Not a bad person to have around in case things went south, she mused. But her leadership skills were a passing issue, Carol found herself a little preoccupied with something else entirely. Something which had been gnawing away at her for weeks, it'd almost kept her up a few nights.

"So… any reason you invited me up here?" Peter cut into the woman's thought process and boy, was she deep in it.

Carol snapped to attention, a faint hue of red emerging on her cheeks as Peter raised his eyebrows. "Right, sorry… head up in the clouds," she excused herself, smiling sheepishly as the man opposite her clicked his tongue.

He'd known his ally long enough to be able to tell when something was wrong, he figured maybe her new position was exhausting her but he didn't see any immediate signs of fatigue. "Is something bothering you, Carol?" Peter had already made the journey from the floor to one of the many walls of her room, naturally gravitating towards any vertical surface due to his spider-like nature.

Standing felt awkward, felt a little unnatural, had ever since that ill-fated spider-bite. "Yes," the superheroine blurted out, stunning her company in place.

That place just happened to be sat, perched on the far wall of her room. The blonde sighed but bit her tongue; she didn't want any hand or boot prints decorating her room. But it was to be expected with Peter, that was just the way he was. Always on the wall or the ceiling or the floor, such a far cry from every other person in her life.

The New Yorker ran a hand through his brown hair, laughing a little despite the sincerity of the single word she'd uttered. "Wow, must be serious." He admitted, resting his hands on his blue clad thighs.

Captain Marvel nodded; she felt that their profession rarely ever had time for 'silly'… if at all. "This matter calls for a little seriousness, Peter." She spoke, her tone firm just as it always was.

Peter was having a hard time trying to figure out what had gotten her so wound up, though if it really was so serious then… why call him? "Has something happened?" Those thoughts forced a spot of urgency into his voice, something Carol immediately picked up on.

She'd gotten used to it over the years, having to read his voice instead of his face on account of the mask. "No, at least… not yet. Look, the concerns I have probably aren't even justified but… I just wanted to run them by you first." Carol informed him, looking him in the eye as he sat there with a puzzled look on his face.

The woman knew why, knew exactly what he was thinking. Something she and Peter had in common was their crippling self-doubt, their inability to see themselves the way others saw them. Though the reasons for it couldn't have been more different, she simply wanted to be the best that she could've been, the world's greatest superhero and it was hard living up to that when so many other heroic individuals worked alongside her.

Case in point, the Amazing Spider-Man.

It was sad actually, the opinion Peter had of himself. Low, so incredibly low that it was any wonder how he crawled his way out of bed every morning. Most of his friends in the superhero community knew why, knew that it stemmed from guilt, regret and a single mistake. Carol was hard on herself because she was afraid of the way others saw her, at least she was at one point in her life.

Peter never gave himself a break because nothing he did was ever good enough, like he was trying to reach an impossibly high standard that simply couldn't be reached. It was a standard he'd set for himself, a standard that constantly reminded him of the fact that no matter how many lives he'd save, someone would always die. So it came as no surprise to Carol that Peter would have no clue why she wanted to fill him in, specifically him. Not Steve, not T'Challa, not Tony or Reed… but him.

"Why?" Peter voiced the one word query, brow furrowed and a cluelessness that would've been adorable had it not been so upsetting.

Carol felt compelled to approach him, the corners of her lips involuntarily smiling in an effort of encouragement. She was trying to get him to smile, quite a reversal of roles for the pair, because when Peter was smiling, things didn't seem so bad. She'd never tell him of course but he had that effect on people, a smile that made others want to join in on the fun. It was a shame he wore a full-face mask, she thought he had an infectious smile.

Peter was taken aback when Carol closed the distance between them, his eyebrows shooting upwards as he gazed down at her from his perch on the wall. "Because… outside of our relationship, as complicated as that is, I respect you. Respect the hell out of you actually, which is hard for me to admit." She spoke her mind and he could tell she was being genuine; there was no sarcasm or dry humour in her words.

Just honesty, something Peter found severely lacking in the world. "Well… that caught me off-guard," he mumbled, unable to come up with a witty response as his usually active mind ground to a halt.

Once again, Carol understood why. "You're not used to the whole 'compliment' thing, are you?" She teased, something she only did when around those that made her feel comfortable.

People like Steve Rogers, Jessica Drew or the man in her present company. "Might as well be speaking an alien language," Peter quipped, bringing up a hasty gloved hand to rub the back of his neck.

He was being humble; it was one of the many things Carol loved about him. "You've been at this longer than almost anyone I know, the things you've seen and experienced… only an idiot would disregard that." She looked up at him, right into his eyes and that never failed to make Peter feel uncomfortable.

Wasn't his fault, he'd been socially awkward since his early high school days, a veritable wallflower when it came to the girls and women in his life. It was only when he was bitten by a spider that he opened up, his unparalleled confidence in the mask slowly leaking into the Peter Parker aspect of his life. So yeah, eye contact threw him off a bit. Especially when said eyes were so very blue, bluer than anything else Peter had ever seen.

And he'd seen the crystal clear lakes of the Savage Land, his favourite part of that forgotten piece of Earth's prehistoric heritage. "Something must be wrong; you're never this nice to me." Summoning the courage needed to meet her powerful gaze, Peter uttered a half-truth.

Their profession rarely left enough time for niceties or pleasantries and Peter figured Carol's extensive military background didn't help in that department, she probably had a hard time letting go of training that had bene hardwired into her brain. Whereas he had time to crack a joke, Carol was all business. It wasn't a bad thing, if every superhero was as friendly as he was, nothing would ever get done.

His words managed to crack through Carol's hardy exterior, a little bit of pearly white showing as she almost grinned… almost. "Peter, you are the foremost expert I know on the subject of power and responsibility." Carol kept the conversation on track; he really did have a habit of derailing them with frightening ease.

Despite attempting to resist the urge to nod and agree with her, Peter nodded all the same. "Well, I guess I do have a little bit of experience in that… particular subject." Even he couldn't deny it and truth be told, he didn't want to deny it.

It was a part of him, intrinsic to who he was and how he'd came to be. Power, responsibility… he'd never ever forget the harsh lesson he'd learned that night. When he'd lost someone he loved more than life itself, through his own selfish actions. Peter had gained a whole new perspective on life, to use his newfound abilities to their fullest in the pursuit of good and to never be selfish, to always put others before himself.

Always…

Carol recognized the look in Peter's eyes, a deep seated regret formed from a wound that would never heal. "This kid with the visions…" she was lost in her own thoughts as well, recent events in the superhero community looming in her mind and causing her to question everything she'd ever known.

It suddenly clicked for Peter, why Carol was acting so strange. "The Inhuman," he elaborated on her own words, finding himself a little perplexed with the entire situation as well.

He'd been present just as she had when the superhero community had used the precognitive abilities of a young man named Ulysses Cain, who'd recently been exposed to the Terrigen Mists and had undergone a mutation which had given him abilities. These abilities were the talk of the community, how the kid was able to predict things before they happened, see catastrophic events before his very eyes.

It didn't sit right with Peter, how they'd unknowingly used his visions to stop a Celestial attack on Earth. "That's a scary power to have, don't you think?" Carol pressed, folding her arms beneath her chest.

She was waiting for his reaction, the absence of his mask let her read him and Carol was very good at that. "You're wondering if we should continue to use his powers the way we did last week," Peter assumed, though it being an assumption quickly faded as his company's response told him everything he needed to know.

She was eager to talk about it; this was what she'd been leading up to with all of the flattering comments. "It saved a lot of lives, Peter." Carol voiced her opinion, something she'd done the previous week too.

The heroine had gotten into it with Tony, arguing back and forth over the kid and his abilities. Whether they should use them to prevent more disasters or not, a discussion which seemed to divide many present. Peter had watched as everyone quickly went from celebrating a huge victory in their pursuit for justice and protecting the innocent to a bunch of children playing superhero, going for each other's throats over a simple disagreement.

He stepped back, vacantly witnessing history repeat itself as something drove a wedge into the superhero community, yet again. Peter remembered all of the fallout that came from that dreaded war the first time around, all of the damage. Hero fighting hero, friend forsaking friend over a matter that could've been settled by sitting down and talking it out. He and Carol had been on opposite sides of the fence then and even though they'd forgiven each other, water under the bridge and all that, it was still a sore subject to bring up.

Peter still found it hard to trust Tony again…

"I know, Carol… I was there." He finally spoke, unaware that the woman he was so fond of had been watching him intently.

Waiting for his response, for his thoughts on the matter. "And you saw first-hand the good that came from it," she was smiling now, once again in an effort to get him to smile.

But Peter didn't smile, as beautiful as it was, a simple smile wasn't going to change his already made up mind. "I also saw friends almost tear each other apart when they learned what happened," he reminded her that not everyone saw the matter from her angle, not everyone was so ready to agree with her.

Carol's smile faltered and eventually, vanished altogether. "It is a tough subject," she reasoned, staring at her boots as she bowed her head.

Peter hopped off of his perch on the wall, mask still in hand but the gears slowly starting to turn in his mind. "Understatement of the year, Carol. There are questions to ask, hows and whys to know." He gestured, waving his gloved hands about as she turned to face him.

He paused for a moment, taking the time to study her face. He saw the trepidation on it, slowly forming in the guise of a frown. Not an angry frown or even a sad frown, it resembled disappointment more than anything else. Because Peter was right and unlike Tony, he didn't boast or gloat or rub it in her face.

He pointed it out, the obvious flaw in the situation and Carol had a hard time dismissing it. "We don't have all the pieces of the puzzle yet," after what felt like an eternity, Carol finally admitted that they didn't have the full story.

And that was bad, dangerous even. Making a move without all the information, they were missing something and in their complicated line of work, that almost always ended with the loss of life. Something they tried so hard to avoid, even to the point of obsession. Peter shook his head, trying to forget his childish 'no one dies' rule.

Johnny Storm had just given his life for his family; Martha Jameson had sacrificed herself to save him, to save an honest to God superhero. Loss after loss after loss, it never ended. It had all been too much, forcing Peter to his knees not dissimilar to a time during his college years. When George and Gwen Stacy had been killed, father and daughter dying because of him, one right after the other.

He'd been so desperate, so wracked with guilt and regret and anguish and… he didn't know what else. All he knew was that it was hard to wake up in the morning, hard getting out of bed knowing that people were no longer breathing because of him. No one dies; it was something a kid would say reacting to the news a loved one that had passed.

Peter had to compose himself; his overactive mind was working in overdrive and he was beginning to think about things he just didn't want to think about. "No, we don't. How's it work? What exactly does he see? How accurate is it? Are these events set in stone or can they be changed, altered? Affected by outside forces, like us knowing… for… example. Well, I just answered my own question." He gave a small laugh, light in its tone and nature.

A laugh to highlight his oversight, the fact that the Celestial crisis had been averted directly because of them knowing about the vision. "Tony raised a lot of similar concerns," Carol lamented, letting the sadness hidden behind his laugh slip by for the time being.

Peter never would've discussed it; he wore his heart on his sleeve when it came to happiness, humour, love, every good feeling that made life worth living. But the emotions that tested people, that made them question their place in the world, he hid those and he hid them well. He was a lot like her in that regard, hiding behind a stern expression and a flexed bicep, a show of force letting people know that she wasn't one to be messed with.

Peter just subbed out her seriousness for levity, a cocky façade that made his enemies feel like walking punchlines. "Not a great sign when a futurist thinks too much knowledge about the future is a bad thing," the wall-crawler bobbed his head to one side, finding logic and reasoning in Tony's words.

"You agree with him?" She was surprised, she had to admit.

After what Tony had done to Peter during the war, she wouldn't have blamed the man for outright hating the Iron Avenger. In fact, she expected it. But then, she had to remind herself that he wasn't one to hold grudges. They'd dragged it out in the middle of Times Square and Peter never once brought it up, never once reminded her about the error in judgement she'd made.

She doubted he'd forgotten about it, but he always forgave. "I agree that this is dangerous, playing God always is." Peter was now leaning against her desk; they'd somehow switched places in the room.

Until Carol began pacing, working through several scenarios in her head as a way to prove her side of the argument. "But what if… okay, what if something bad was about to happen and you knew it was going to happen ahead of time… would you stop it?" She posed, having been so preoccupied with the debate that she hadn't fully realized what she said until she'd said it.

She immediately wanted to backtrack, holding up her gloved hands as she was about to apologize. "No, because then I wouldn't be Spider-Man." But Peter didn't give her the chance, setting his jaw and pushing the pain down deep as he answered her hypothetical question.

Deafening silence set in and Carol's breath hitched in her throat, the bluntness of his response and how quick he'd complied, it'd just caught her off-guard. She knew how hard it was for Peter, talking about his uncle. Outside of the wisdom he'd imparted on him, Peter rarely ever spoke about it. The former pilot knew why too, because he was ashamed of the person he was back then.

Selfish, petty and only out for himself. And he could've blamed it on the relentless bullying, the absolute dog's life his peers had given him at school. Flash Thompson in particular, he never let Peter breathe for one day. It got to a kid, drove the less fortunate ones to drastic measures. The news stories he'd heard, read about it online. But Peter wasn't one to shift blame; he was too responsible for that.

"Peter," she finally spoke, sound once again returning to the room in the form of his name.

She was trying to apologize, had even approached him in order to do so a little more intimately. "S'okay," Peter smiled, held up a gloved hand and immediately set her at ease.

He had a knack for that, making people feel comfortable in the most extreme situations. "All the times I've stopped a mugging or a bank heist, all the times you've preserved life and protected this planet, gone. No spider-bite, no Kree-human mishap. They never happened, never took place. That's… what? Thousands, millions… no, billions of people dead right off the bat." He also had a knack for speaking the most sense out of anyone in the room, something a lot of people tended to dismiss due to his wise-cracking nature.

Except Carol, she never dismissed him. "I think I get it," she'd been the one to seek him out; she'd invited him to discuss things and give his two cents.

Carol had made up her mind in regards to the Inhuman and his future predicting powers, she was looking for a shock to the system to wake her up. "This kid, these visions… it's too much control. It's too much power, too much responsibility, it's just… too much, Carol." And Peter was providing exactly that, the more he spelled it out for her, the more she found it hard to justify.

She swallowed her pride, her inflated ego that had clashed with Tony's own having been humbled. "I know," she didn't have any more arguments, any more counterpoints.

Just the truth, what she felt was right and in the end, policing the future was never the answer. "Bad things happen, people die, it's the story of our lives. This isn't a perfect world but we have to take the good and the bad, we can't pick and choose. Isn't that the whole point?" Peter shrugged, his arms folded as his powerful companion nodded.

She was convinced, her previously conflicted heart and mind working in harmony once again. "You're right, we can't do this. It… it wouldn't be right, tampering with tomorrow, no matter what it may bring." Carol stood for justice, not judgement.

She'd tried to live up to the example set by Mar-Vell ever since his tragic death, that overwhelming weight had only become more prevalent when she'd assumed his mantle and made it her own. She needed to set an example to follow, not to fear. She wanted to be someone people remembered as a shining beacon of hope, not pointed at when people asked where it all went wrong.

Sometimes, a friendly piece of advice was all that was needed and nobody knew friendly like Spider-Man. "You okay?" Carol found a gentle hand on her shoulder, a welcome incentive to gaze up and into Peter's kind brown eyes.

Even with his own company, his own money… he was still the same ole' Peter. "Yeah, I just needed another viewpoint… that's all." Carol replied and it was nothing but the truth, she'd wanted someone she trusted to hash things out with her, Peter just so happened to be among the few that held her trust.

Carol felt the arm slide around the back of her neck, finding a bright white grin replacing Peter's soft smile. "Well, as your boyfriend, I'm always on hand if you ever need my witty commentary." He boasted, blinking when one of the most important women in his life gently removed his arm.

With ease too, which didn't happen often to a guy with the proportionate strength of a spider. "Boyfriend?" Carol queried, a smile slowly emerging on her lips before she burst out in laughter.

Peter had a hard time making Carol laugh, he blamed it on her military background, she was one of the toughest nuts he'd ever cracked. But he had cracked her; such was his prowess in the fine art of comedy. And when Carol laughed, she lost it. Again, probably because she'd been trained all her life to hold it in.

It must have felt good, he mused. "That funny to you?" Peter arched an eyebrow, still smiling; of course he was still smiling.

How could he not be, especially with the oh so serious woman trying to hide her snorting laugh and her cherry red cheeks. "Little bit, yeah. You sound like a teenager," Carol managed to control her mirth long enough to form a coherent sentence, wiping a genuine tear from her bright blue coloured eyes.

Peter smirked, humming slightly as the woman openly mocked him. "That sucks; I've been telling everyone you're my girlfriend." He countered, watching as Carol went from almost doubling over in hysterics to covering her gasping mouth.

"You haven't," she called his bluff, scowling as he'd successfully wiped that grin off of her face.

In fact, it'd worked a little too well for his liking. "Jeez, would that be so bad?" Peter posed, not sure how to feel about Carol's obvious reluctance on the issue.

That issue being them, where they were in their weird little relationship. They'd been dating for some time now, though had never once kissed. Peter put it down to a mixture of their busy schedules, the recent massive changes they'd gone through in their lives and Carol's problems with relationships.

They'd talked about it once, about how Carol had a hard time expressing herself, how she felt, what to say. Peter had told her that whenever she was ready to talk about it, he'd be willing to listen. He remembered that in the heat of the moment, she'd even told him that she loved him. It was hard to tell whether she was being serious or not, they were joking around, which was something rare for Carol.

She could face down the toughest opponents the universe threw at her; conquer enemies more powerful than could possibly be imagined. "Of course not, I just… this is hard for me, you know?" But when it came to love, Carol was an amateur.

The last fully fledged relationship she'd been in was with Mar-Vell and even that had been brief, a fleeting moment of happiness before his untimely death. She'd been so focused on herself since then, piecing together her life, trying to become the best hero she could be. People in their line of work rarely had time for a love life, something Peter knew all too well.

But he also knew that they weren't like other people, they were on the same wave-length despite going their own ways about it. "We can make this work, Carol." They spent time with one another as Spider-Man and Captain Marvel; they could make time for Peter Parker and Carol Danvers.

He recognized the reluctance on her part, the hesitation in her those beautiful sapphire eyes of hers. Carol saw the outstretched hand, a gesture not forcing her but asking her to at least try. It wasn't immediate but slow; the Alpha Flight leader cautiously raising her hand and placing it in Peter's waiting one. His hand closed, his fingers wrapping around and securing the chance they had.

Such a serious moment, it was hard to resist the urge to smile. "You'd have to stop with the whole 'boyfriend/girlfriend' thing," especially with the butterflies in her stomach and Peter smiling right back at her.

He pulled her into a hug, a warm act Carol didn't object to despite not being the hugging type. "Trying to change me already, Danvers?" Peter spoke into her ear, a bit of humour and contentment playing on his lips.

"You? Never," Carol whispered back, eyes shut and for the first time in a long time, a clear picture of the future she wanted laid out right in front of her.

And it didn't take a precognitive Inhuman to see it either…

Author's Note: And there it is, not too bad if I do say so myself. I've been sitting on this premise for so long, it's good to finally get it out there. I just wanted to take the time to let those of you that read Last of the Spider-Clan know, fear not, I'm working on the next chapter and hope to have it up at some point soon. Again, I just had problem after problem cropping up in my life and I wasn't in a position that allowed me to write.

Just looked at the last time I updated this story, almost a year, yikes. I just let things get away from me and I'm sorry for that, truly.

It's all good now though, so I'm hoping to get back into some form of consistency. Thanks for being patient, thanks for reading and I hope you stick around to see what comes next.