The Manhattan skyline glittered like a galaxy beneath Carol Danvers as she soared through the night air. The city that never slept was alive with its usual buzz, but Carol felt a pang of homesickness that even the stars couldn't cure. Earth. Her Earth. It had been too long. As she descended, her eyes caught a familiar figure clinging to the side of a skyscraper—red and blue suit, the unmistakable silhouette of Spider-Man.
She hovered closer, her golden hair catching the faint light of the city. "Hey, Peter Parker," she called out, her voice teasing yet warm. "Got something for me?"
Spider-Man's head snapped up, his lenses widening in surprise.
"Wait—how do you remember me? I thought... after everything, no one was supposed to know who Peter Parker is. I thought Dr. Strange's spell wiped it all away."
"Dr. Strange?" asked Carol, confused.
Peter's shoulders sagged, and he let out a breath he didn't realize he'd been holding. "Well, this bad guy Mysterio doxxed my identity to everyone, and it got my girlfriend MJ, my buddy Ned, and me kicked out of MIT, and people threw bricks at my aunt's—"
Peter's voice cracked at 'aunt's'. He swallowed. "Sorry. She, um, she's—"
"I'm sorry, Peter," murmured Carol sympathetically.
"Thanks. Our old apartment." He took a moment to gather himself. "Um... So I went to Dr. Strange's place to see if he had a spell that could erase the world's memory of Peter Parker being Spider-Man. But then everything went haywire, and Dr. Strange was able to contain the spell in a magic box, and all these bad guys from the multiverse showed up, and all these me's from the multiverse showed up, and we fought in this epic battle at the Statue of Liberty—it was so cool—"
"I'm sure it was," smiled Carol.
"But the magic box got broken by this bastard Green Goblin, and the sky went purple, and the only way Dr. Strange could fix it was to let the spell happen so he could close the multiversal rift. So yeah. Everyone on Earth doesn't remember me."
Carol crossed her arms and thought pensively for a moment.
"Probably everyone on Earth, sure," she finally responded, her voice gentle. "But the universe is a lot bigger than just this planet, Pete. My mind wasn't here when that spell hit. I remember you from the fight with Thanos, and I don't forget a face that brave."
"It's been… tough," Peter admitted after a moment, his voice cracking again. "MJ, Ned, Happy—they're all gone. I mean, they're not gone gone, but they don't remember me. I'm just... tired of being alone, Carol. I don't know how to keep going."
Carol smiled sympathetically. She reached out and placed a hand on his shoulder, her touch warm even through the fabric of his suit. Her presence was both comforting and electric. "You're not alone, Peter. Not tonight."
"I'd like that..." he said, lifting a hand from the wall and placing it on top of hers. Carol took his hand and they stayed together in silence for a several minutes, looking out over the city.
"Hey! You know...um, I...uh..." began Peter, hesitating. "Oh, forget it..."
Carol tilted her head curiously. "What is it? You can tell me. I won't judge."
"It's just that... I sorta had a crush on you ever since that battle with Thanos. You came in like some space angel or something," replied Peter, feeling himself blush under his mask.
Carol smiled back, resting her head flirtatiously on his shoulder. "I'll let you in on a secret... I've had a bit of a crush on you, too. I thought you were cute."
"Y-you did?" stammered Peter.
There was a pause, the kind that stretched just long enough to make the air between them feel charged. Carol's hand moved, her fingers brushing against the edge of his mask. Slowly, she lifted it over his nose— just enough to reveal his lips. Peter met her eyes through the lens of his mask, and in that moment, Peter felt something he hadn't in a long time—hope, desire, need.
"I did..." Carol breathed, leaning in, her lips meeting his in a kiss that started soft but quickly deepened. She let go of his hand to slip it inside his suit, her fingers brushing against his hardening cock. Peter gasped into her mouth, his body tingling with a mix of surprise and arousal. Carol used her powers to heat her hand just enough to send waves of pleasure coursing through him.
"Are you—" he started.
"Shhh... Relax," she murmured against his lips, her voice low and reassuring as she wrapped her fingers around him, stroking him slowly. Peter's breath hitched, his hips instinctively bucking into her hand. "You've been holding onto a lot, Peter. Let me take care of you."
Her hand worked him with a rhythm that was both tender and demanding, her thumb swirling over the head of his cock to coax out a pearl of precum. Peter's head fell back, a groan escaping his lips as he gave in to the sensations. It had been so long since he'd felt this way—so long since he'd allowed himself to feel anything but guilt and loneliness.
Carol hovered in midair, her lips finding his again as her hand continued its relentless assault on his cock. She broke the kiss and lowered herself, her mouth replacing her hand in one fluid motion.
Peter's breath left him in a rush as her warm, wet mouth enveloped him, tasting his precum. Her tongue swirled around the head of his length, her lips sucking gently as she took him deeper. Carol's powers made her mouth impossibly hot, the sensation unlike anything Peter had ever experienced. His hands left the wall of the building and tangled in her hair, his hips instinctively thrusting into her mouth.
"Carol—I'm going to—" he managed to choke out, his body tensing as pleasure coiled tightly in his core.
Carol didn't stop. If anything, she took him even deeper, her hand cupping his balls as she worked him with her mouth. Peter's orgasm hit him like a freight train, his cock pulsing as he came in her mouth. His moans echoed in the night air, his body trembling as he emptied himself down her throat.
When it was over, Peter pulled back, his face flushed with embarrassment. "I'm so sorry—I didn't mean to—"
Carol cut him off with a kiss, her lips still tasting faintly of him. "Don't apologize," she said, her voice husky. "You needed that. And besides…" She glanced down at his still-hard cock, a sly smile playing on her lips. "We're not done yet."
Peter's eyes widened as Carol's nanotech suit began to dematerialize as she hovered in midair, revealing her bare skin inch by tantalizing inch. His breath hitched as she straddled his torso, wrapping her legs around his waist and her arms around his shoulders. She then lowered herself onto him, her wet heat enveloping him in one smooth motion.
"Oh...damn...." moaned Peter, his hands gripping her hips as she began to move, his wall-bound feet supporting both their weights.
Carol's body was a masterpiece, her muscles rippling with every movement as she rode him. Her breasts bounced with each thrust, and Peter couldn't resist reaching up to cup them, his thumbs brushing over her stiffened nipples.
"That's it," purred Carol, guiding his head to her breasts. "Take what you need, Peter."
He took a breast in his mouth, suckling her nipple like a hungry newborn baby. Carol cradled his head, shifting slightly so she could offer the other breast to him. Peter took it, moaning as he suckled her with the same voracity as the other.
"Ooh yeah, Peter," she thrummed. "That's it."
Her pace quickened, her hips grinding against his as she chased her own pleasure. Peter's hands moved to her ass, squeezing her cheeks as he matched her rhythm. The combination of her tight warmth and the intensity of her movements was overwhelming, and Peter knew he wouldn't last much longer.
"Carol—I'm close—" he gasped, his body trembling with the effort to hold on.
"Then cum for me," she commanded, her voice firm yet tender. "Cum inside me, Peter."
That was all it took. Peter let out a guttural moan as came, and all the tension he'd been holding in his body was released as he followed up that moan with a satisfied sigh. Carol's body tightened around him, and reveling in her own climax as she felt him spill inside her.
They stayed like that for a moment, their bodies pressed together as they caught their breath. Finally, Carol lifted herself off him, and Peter couldn't help but stare as his cum dripped out of her and down the side of the building.
"Wow," Peter said, his voice barely above a whisper. "That was… incredible."
Carol smiled, her suit rematerializing around her as she handed him a pager. "I've got to run, but if you're ever feeling lonely…" She trailed off, her meaning clear.
Peter took the pager, his heart lighter than it had been in months. "Thank you, Carol."
She winked at him, then shot into the sky, leaving Peter alone on the rooftop. He pulled his mask back over his face and swung off into the night, a smile on his lips. For the first time in a long time, he felt like things might just be okay.