Carol Danvers woke up and lightly moaned at the pleasant soreness between her legs. She rubbed herself a little to make sure she was okay before she rolled over onto her side and stared at the sleeping young man in bed beside her. She was amazed that he had... quite literally... charmed the pants off of her.

She had been 23 when she gained her powers way back in 1989. It was now 2012 and it had been 23 years since she had come back to Earth since she left. That meant she would have been 46 years old if she had stayed on the planet. Only, she hadn't. She travelled through space to all different worlds and they mostly had different yearly measurements and she never bothered keeping track.

The thing was, she didn't look much older than she did when she gained her powers. Whatever that hyperspace engine had done with the tesseract had granted her unbelievable power and also slowed her physical aging. Either that or the speed she travelled at between worlds slowed her relative aging to the point that the only 'real' time she experienced was when she was kicking ass planetside.

And here she was, fully committed to doing it again, even if she wasn't officially a part of Nick Fury's Avengers Initiative, and wasn't that a weird thing to learn about? She had an entire Earth Defense program named after her. Well, her pilot call-sign anyway. Since she now had a say in the matter, she was not going to let the Earth be ravaged by those Chitauri locusts, no matter who had called her here for help.

Carol's eyes flowed down Ben's slightly heaving muscular chest, across his taut abs, and to his slightly soft member that had thoroughly probed her in all the right places. Just the thought of it happening again made her twitch and tighten up. She actually couldn't remember the last time she had shared a bed with someone that could keep up with her, even in her powered state.

She slid closer and moved down to take him in hand. Ben still hadn't admitted that he had powers, even after he had held her in the air for more than half an hour to grind her into the wall. Her eyes darted to the aforementioned wall and the svelte womanly-shaped dent they had left there. She almost laughed at it, then she dropped her head down to take his returned erection into her mouth.

Ben woke up as he made a happy moan for her and Carol felt the sudden desire to put a manly-shaped hole next to the other one.

*

“It seems Loki still succeeded in escaping.” Jarvis said the next morning at breakfast and passed me his work tablet.

“You're kidding! Even with my warning and having Power Woman there to ride herd on the Hulk?”

“You should watch the video. It is quite entertaining.” Jarvis said.

I chuckled and turned on the vidwall and shunted the video over to it. “I'm sure both Carol and I will enjoy a little preview of what's to come later today.”

“Seeing a fighter's capabilities before a fight is always a good idea.” Carol said and bit into another breakfast bagel. “You are making a crate full of these for me when I leave Earth in a few days.”

“Aye, aye, Cap'n!” I said and gave her a proper military salute.

She winked at me and we both sat there and watched a well edited security footage video of what transpired on the helicarrier. It wasn't exactly like what happened in the movie I remember, since Hawkeye hadn't been mind controlled this time or was fighting against them. Also, Power Woman was there to help fight the Hulk and teamed up with Thor to pound the Hulk into the lower deck.

The fight took a drastic turn when the Hulk scrambled to his feet. He had somehow managed to tear Power Woman's armored uniform and her lusciously large green breasts popped right out. Because of the chilly air, her huge dark green nipples popped right out, too. Both the Hulk and Thor stopped dead and stared at the glorious sight, then Power Woman grew another foot taller, let out a bellowing roar, and delivered a roundhouse punch to their shocked faces.

She also knocked the both of them out, which was hilarious. Stomping on their heads afterwards was just icing on the cake.

“I see what you mean, Jarvis.” I said and tried to hold my laugh in.

“Don't start.” Carol said with a smile. “If that ever happens to me...”

“I would offer my jacket and immediately cover everyone's eyes.” I said right away and she nodded.

Loki still managed to escape, even if Phil Coulson wasn't there to provide the proper escape distraction. Loki's illusions worked just as well on others and killing anyone wasn't actually necessary for his escape. Having those auto deployed shields had really wrecked Loki's 'kill the squishy humans' plans, too.

“Are you sure it's the sceptre that's making them all act like that?” Carol asked when the video ended.

“Yes, it has a power source that lets Loki control people's minds and bring out aggression when in proximity.” I said, without giving the entire thing away. “Why he uses it like a blaster is beyond me, though.”

Carol chuckled and nodded. “Maybe it's also working on him.”

I nodded as well. “That would make sense. It won't let him use it for its full potential because he doesn't understand either how to activate it properly or he was told it only worked one way.”

“Oh? I suppose you know how to work it properly, do you?” Carol asked me.

“As a matter of faaaact.” I said in as snooty a voice as I could. “I doooo.”

Carol laughed and stood up. “Okay, Mister Smarty-Pants. Let's get you in your suit. I want to see how well we can work together when you're all dolled up.”

I stood and handed Jarvis back his tablet as I patted him on the shoulder and whispered the command to send the word to the helicarrier to get it and everyone here as a group and not individually. I then followed Carol out of the room to do as she wanted and tested out if the suit would hold up while I teamed up with her.

It wasn't going to be long before the final showdown and we didn't even have to go anywhere to find it. It was coming right to us and all we had to do was wait for it. The best part was that Maria Hill's evacuation plan for Manhattan had been completed last night.

*

Loki wasn't surprised that Stark Tower was undefended, not that he checked very well, since he couldn't look for things he didn't know about. They made it to the roof unmolested and Dr. Selvig and the team of technicians set up the modified portal device that used the stolen iridium to stabilize the wormhole he wanted to create. The tap into the building's power went by without a problem and it didn't take long to input the proper settings and the coordinates for the wormhole's aperture.

“Do it.” Loki said and turned to the other technicians as Dr. Selvig activated the machine. “Your services are no longer required.”

Before any of them understood the meaning of his words, he raised the sceptre and blasted the roof of the helipad where they stood. He didn't seem to notice when they had jerked away as if something had pulled them from behind. The gnats had disappeared and that was all he cared about. He kind of missed the screaming as they fell to their deaths, though.

Perhaps a little less on the blast and a little more on the push? Loki asked himself as he walked down the stairs towards the lower part of the penthouse and the patio deck there. He thought about retreating from the building, then shrugged. The army of Chitauri were on their way and nothing could stop them now. Even if the annoyances managed to actually gather again.

The whine of air turbines made Loki look out over the city and he frowned when he saw the helicarrier in the background, twelve heavily armed Quinjets, thirty military Apache and Black Hawk helicopters, and three Iron Armor suits. Iron Man, Iron Widow, and Iron Hawk.

As Loki watched the helicopters spread out to clear their lines of fire and fly towards him, they were joined by his hateful half-brother Thor and then there was a roar of anger from below. Loki glanced down to see the Hulk, a green woman that was nearly as tall as him, and Captain America as they ran towards the building.

“Fools! You'll never be able to attack me from down there.” Loki said.

“They know that and are providing a proper distraction.” A calm voice said from behind him.

Loki turned around and raised the sceptre to attack and saw no one was there. “Who are you?”

“My name is Jarvis.” Jarvis said and stepped out of the area that was covered by cloaking technology. “Ben was right. Using my name doesn't have the same impact on my foes as a hero name would.”

“What are you prattling on about?” Loki asked as the man walked towards him.

“Nothing, really. I was just thinking about what I could call myself.” Jarvis said and looked down at his hands when he stopped walking a couple of feet away from Loki. “I am currently residing inside an amalgam of several technologies that could become a perfect vision of the future of artificial intelligence.”

“Wh-what?” Loki asked, confused.

Jarvis looked up and smiled. “That should be my name. The Vision.” He said and his form was quickly engulfed inside a thin suit of vibranium armor that was the same style and color it was in the movies. He let out a chuckle. “Thank you, Ben.”

“No problem, buddy.” Another hidden voice said. “Now that you're an official hero, go ahead and grab the sceptre and smack the bad guy for me.”

“As you wish.” Vision said and his left hand shot out with the speed of an android and grabbed the sceptre just before his right fist slammed into Loki's chest and sent the Asgardian through the deck railing and out into the air.

“GAH!” Loki grunted and plummeted down from the top of Stark Tower. He tumbled a bit before he righted himself and landed in an almost dignified heap on the street below. He rubbed the spot he had been hit and glared up at the top of the tower. “Why, that insolent...”

“HULK SMAAAASH!” Hulk yelled as his double fists slammed down onto the top of Loki's head.

This dazed the Asgardian just long enough for the green woman to run up to him. She kicked out as hard as she could at Loki's belly and launched him in a long arcing punt down the avenue.

Loki bounced once on the pavement and hit a streetlight, careened off of that, and slammed right into a parked car.

“Aaaand it's GOOD!” Captain America said and raised his arms in a field goal.

“Yes!” The green woman said and high-fived him.

“You... pathetic... insolent...” Loki started to say as he pulled himself out of the wrecked car. He stopped when Captain's America's shield bounced off of his forehead and pushed him back against the bent metal.

“The name's Power Woman, and don't you forget it!” Power Woman said.

“Thor! We softened him up for you!” Captain America shouted up into the air.

“Thank you, friend Steve!” Thor said and there was a crack of thunder.

Loki barely had the time to sigh before Thor and his hammer Mjolnir slammed into him and drove him down through the car and into the pavement.

“The portal's opening!” Iron Widow exclaimed.

“Finally!” Loki said and kicked Thor off of him. “You will all suffer for defying your rightful ruler!”

*

I watched as the Hulk grabbed Loki by the head and threw him around like a ragdoll. He even served him up like a baseball for Thor, who used Mjolnir like a bat and knocked Loki two streets away.

“Is it time yet?” Hank's voice asked in my ear.

I looked up and saw the portal form into the same huge thing it was in the movie. The aliens started flowing into our atmosphere and dropped down through the air towards the city.

“Yeah, it is. Go have fun, everyone.” I said and Vision handed me the sceptre and floated up into the air to start shooting the aliens with the plasma induction coils installed in his arms. The beams worked like lasers and the Shurinium arc reactor handled the load perfectly.

“Oh, yeah! Let's GO!” Scott Lang's voice shouted as he ran out of the cloaked area and over to the railing and jumped. “Hold on, everyone! Here comes...” He hit the button on his suit and grew in size instead of shrinking. “...GIANT MAN!”

In relative distance, he only dropped about twenty feet, because he was now 60 feet tall. His feet caused alien skimmer depressions in the pavement because he had landed on them.

“Oho! Nice one!” I shouted in praise and he waved up at me.

“He's such a showoff.” Hank said and jumped from my shoulder and landed on top of a flying ant. Suddenly, a swarm appeared around him, hundreds of armored flying ants, and they flew out and up into the air. A second later, they all grew to the size of cars and started shooting repulsor weapons at the aliens.

“Wait, he's the showoff?” I asked with a laugh.

“It was quite showy.” Shuri said with a purr as her sting ship decloaked and she jumped down from the boarding ramp to land next to me.

“Hey, you made it just in time.” I said with a smile and my helmet reflected it.

“That still looks creepy, Ben.” Shuri said and stalked over to me.

“Says the human-shaped Cheetah.” I joked and she let out a laugh. “How many did you convince to help us protecting the Earth?”

Shuri let out a loud purr and waved behind her in the opposite direction to the helicarrier. A hundred sting ships decloaked and each had ten hovering drones around them with two plasma cannons mounted to them.

“Jubadi and I knew you would figure out how to cloak them.” I said and she used a clawed paw to scratch the face of my helmet. I didn't tell her to stop and she stepped close and made sure she left her mark on my mechanical face.

“I love doing that.” Shuri whispered over the dedicated comm signal we had.

“Hey, save the world first. We can have fun later.” I said and she let out a laugh before she ran to the same spot Scott had jumped from and she soared through the air to land on Scott's giant shoulder.

“Holy crap!” Scott exclaimed and swung a giant fist at one of the large space whale things as it floated nearby to disgorge its load of troops. He knocked it into the pavement and then stomped on its head to kill it. “Ben said you were amazing when you wore that suit!”

“He said the same about you.” Shuri said. “Can you throw me? I want to save my thrusters for manoeuvring.”

Scott laughed and held a hand up to his shoulder. “One kitty missile coming right up!”

Shuri laughed as well and then she was thrown towards the main flow of aliens and started tearing into them with claws and repulsors. She was quickly joined by Iron Man and Iron Widow and the slaughter began in earnest. Iron Hawk was perched on the Empire State Building and was using his supersonic steel arrows to devastating effect.

Hulk, Captain America, and Power Woman were having fun crushing the individual troops and the occasional flying alien skimmer when it came too close. The military choppers also seemed to have a great time unleashing their arsenal upon the aliens. Even the helicarrier joined it to keep the aliens contained to the downtown area.

Surprisingly, the aliens weren't concerned at all that there were no people running around and screaming. They just seemed to be shooting randomly when they weren't concentrating on the heroes.

“Here come more of those whale troop transports.” I said as the huge portal surged with tons of aliens. I smiled and turned to look at my trump card. “Have you had enough time playing spectator, Captain Marvel?”

“Not yet.” Carol said and pointed at my wrist. “Go ahead. I want to see if it actually works.”

I chuckled and opened the panel on my gauntlet. I logged into the Stark Protect devices I had seeded all along the main thoroughfares and checked the feeds on the monitoring devices. “Hey, Vision...”

“I'll send one along the way.” Jarvis said and then he seemed to piss one of the whales off by blowing out one of its eyes and then he flew right down along the closest avenue. “Twenty seconds.”

I waved and he continued on. When the whale was close to the right spot, I activated all of the devices in the area it was passing through. It didn't even manage to scream as it was completely encased in the foam and then dropped like a huge neon yellow blob right in the middle of the street.

Carol laughed and slapped my shoulder. “Okay, now I'm ready to get my hands dirty.”

“Try not to have too much fun.” I said and she smiled at me. “I'll let you know when the alien forces are reduced enough to make it safe for you to go after the mother ship.”

“Thanks, Ben.” Carol said and stepped close. “It's nice to have someone trustworthy at my back again.”

I barely stopped myself from making a joke. “I gave you my word that I will protect you with everything I have. I would hate myself if anything happened to you and I could prevent it.”

Carol looked through the eye holes of my helmet and she started to glow. “I know.”

I shrunk the sceptre down and put it into my gauntlet. “We better get moving, because I see a giant alien ass that needs to have our foot deeply planted into it.”

Carol laughed and held a hand out to me. I clasped it and she shunted some of her power into my suit. I glowed almost as much as she did a moment later, then we both took off into the sky to show those aliens that no one could come to our home planet and cause trouble, because we were here to stop them.