Avengers, Spider-Man 1. Prologue

**Prologue**

After the whole incident with the Lizard things had seemingly settled down for a while. I took my time off with a stride in my step, dealt with my emotional issues that resulted from being temporarily blinded and used that time to get Loki to teach me how to stop my magic from faltering in the middles of battles. Then with that done it was back to S.H.I.E.L. catch up on all the hours of training I'd missed which led to a couple of months of sheer exhaustion and during which time Oscorp seemed to be up to no good.

Peter had then foolishly/bravely decided to go check it out himself, his 'Spider-Sense' a great asset for the task. Of course Fury wasn't going to let a minor outwit him and sent Black Widow along as well to gather information on this shady company- perhaps find out why I had a fruit loop assassin sent after me.

The good news was it wasn't Green Goblin serum, the bad news is it wasn't a puppy- shortly afterwards Peter adopted a new suit, a black suit, and with a whole darker personality set off to 'save' people. Upon realising what the suit was doing he decided to ditch it, his Spider-Sense failing to warn him about the snoopy journalist who had followed him and had now been immersed in the suit.

Yup, you guessed it, the 'suit' was actually a Symbiote who had now just bonded to its soul mate Eddie Brock and thus Venom was born.

Peter dealt with the raving lunatic just fine and Brock was taken to prison whilst the Symbiote had seemingly just vanished- at least until a couple of weeks later when Venom returned along with a new buddy- Carnage.

I wasn't sure why it happened so soon, but from what Venom kept saying it sounded like there was outside interference with all of this- magical interference. So this time all the Avengers- including Thor and the Hulk- were called in to help deal with the Symbiotes to limit the damage done (And they called in the Hulk why?).

With some kind of miracle the task was achieved, Brock and Kasady (Carnage's host- apparently a total nutjob) were turfed to a criminal psych hospital and the Symbiotes were taken into S.H.I.E.L.D. custody.

Should have been the end of it, yes? No.

As I mentioned earlier, we believed there to be magical interference with things, and as it turned out the perpetrator wasn't going to give up so soon.

Let the carnage begin.


	2. Chapter 1: The Game is Afoot

**Chapter One: The Game is Afoot**

Loki perched on the ledge, barely moving apart for the occasional blink and the rise and fall of his chest. Hidden just out of sight of the electrical lights which lit the streets he watched is prey carefully as she meandered down the streets without much care, swinging her bag in a way that almost begged for someone to snatch it from her. But he was not here to play the petty theft, his intents were much grander and if any thief decided to take this opportunity from him then… well, it wouldn't be pretty.

The woman in question was in her early twenties with long, dark hair that fell past her shoulders and made her skin seem paler in comparison; her rounded face sported a pair of dark blue eyes and lips that seemed almost set in a permanent pout. She was dressed in the casual Midgardian clothes of jeans and a baggy t-shirt, jacket tied around her waist even though the temperature was bringing out goose bumps on her bare arms. Whistling a random tune to herself as she walked, she seemed not to be bothered by the dark foreboding alley she had chosen to walk down.

He would have to do something about that.

Waiting until she walked past he jumped down to the ground with the grace of a cat, barely making a sound as he landed and ducking behind a bin as she turned sharply to look.

Her gaze swept across the alley, settling on nowhere in particular, her eyebrows coming down as she frowned and a look of anxiety crossed her face.

Had she suspected he was there?

She looked on for a few moments more before turning back with a light shrug and carrying on. Her posture seemed stiffer now, not noticeable to the mere mortal but to him it was obvious and he relished it. Her pace had quickened noticeably and now the glances over her shoulder came more frequently.

Not that is was a bother to him.

He stepped out from behind the bins and with several quick steps was right behind her and pressing the blade of one of his daggers oh so gently to her throat. He brought his lips to her ears, chuckling darkly as he took in the minty smell of her hair and brought his other arm around to pin her arms to her side. "Game over," he whispered.

"Yes it is."

The voice came from behind him and on instinct he released the woman he was holding onto, ducking as a blue, rippling blast shot past his head and passed through the woman who disappeared from view. Turning his head sharply to see the new arrival, his intended victim stood there with a faintly worried look on her face.

"I just killed myself, didn't I?" She cocked her head to the side slightly, frowning before a grin lit up her face. "I sensed you coming! I actually did it this time!"

He didn't bother to point out that to detect magic was a basic skill, her enthusiasm was catching and he allowed himself a smirk. "You've been practicing on your copies as well. You will be quite skilled with magic, Miss Attwater."

"Miss Attwater? Since when were we back on formal terms?" She waltzed back other and stood in front of him as she peered up at him carefully. "Call me Jess."

* * *

I couldn't help but feel proud as Loki and I headed back to my apartment, sipping on hot drinks after a quick stop at an all night convenience store. Sure Loki had told me it was basic, but every new skill was welcomed- even if the only need I had of magic sensing at the moment was to find out if Loki was using my shower (That guy never seemed to understand the meaning of closing the bathroom door- even the shower curtain couldn't completely spare my eyes… not that it's a bad sight). I did secretly wish I could add some new attacks or defences to my arsenal, but Loki was insistent I learn basics first and he could be an evil teacher when he was in a bad mood.

"Teaching a mortal isn't quite as humiliating as I imagined it to be," Loki said suddenly, taking a sip of his Latte.

I just rolled my eyes. One thing you had to learn about working with him was that he was prone to say something bad about us mortals and whatnot. You just had to take it in your stride and not let it bother you. "That's because you're teaching me- and I'm awesome."

"Is that so?" He gave me a questioning look, one eyebrow raised and the corners of his lips upturned.

"Of course!" I flashed him a grin before draining the rest of my hot chocolate. I wiggled my free fingers at him. "For starters I have magic."

"That is an important quality in magic students," he said with a slow nod, the smirk more pronounced as he did so. "Yet so is obedience and as I recall that is not a quality that comes easily to you."

"I spend all day working my ass off at S.H.I.E.L.D." Pouting childishly I chucked the empty cup in a nearby bin. "You can't blame me if I don't feel up to learning magic when I get back."

"You seemed perfectly okay to handle it today," pointed out the liesmith, wagging his finger at me like I was a bad dog. "I think a certain mortal may be lying."

"Actually I drank a whole load of Red Bull today." Looking about with exaggerated suspicion, I leaned in to whisper at him in a conspiracy manner. "They lied- it doesn't give you wings."

The perplexed laugh he gave me was enough to have me laughing, all the sugary goodness of the drink going straight to my head (Fact- sugar doesn't make you hyper, aren't I smart with all my knowledge.) and even when it changed to annoyance I couldn't stop giggling.

"I'm beginning to thinkI should have just killed you when I had the chance."

"That's not nice," I replied as I tried and failed to stop the giggling, bringing my hands to my face in an effortless bid to smother them.

The streets were empty enough thankfully, the only few out were those who could afford to get drunk on a Tuesday and even they were in relatively low spirits. Several of the streetlights seemed to be broken whilst several others flickered precariously. It was rare for a car to drive past and even when they did it was usually a taxi searching for its latest prey. We could have took a taxi but after watching Sherlock I had developed a mistrust of all taxis and so we were made to walk- not that Loki minded…. I think.

The god in question appeared to be deep in thought now, his body on autopilot as his eyebrows arched down in an elegant frown. No doubt planning my next torturous lesson for payback on the giggling- no matter how much he claimed to be 'above such things' I knew it was only a matter of time.

Several minutes of silence passed before I spoke. "Something on your mind?"

His eyes snapped to me, but the frown remained pencilled onto his face. "I was merely wondering why there have been no attempts my Asgard to capture me- after all I still have my punishment to face there."

"I figured you were using some sort of cloaking spell," I replied with a shrug, putting my hands in my pocket and looking ahead to my apartment building as it slowly approached. "Maybe they figured you were doing your punishment through community service?"

Even if he didn't know what that was he seemed to get the gist of it and shook is head slightly. "I do not think so." Turning his gaze skyward he studied the few lone stars that shone intently. "Does it not bother you the Chitauri have not returned- and with their device they no longer need my assistance to invade Asgard and take the Tesseract."

"You think the Chitauri are back again?" It no doubt showed on my face how little I wanted to deal with them again and it seemed to reflect on Loki's own.

I wondered if he was thinking back to the threats they made against him- and the fact he had betrayed them not once but twice now. "I think that trouble is brewing in Asgard- something more dangerous than me."

"Good to know."

We reached the door of the building and the rest of the journey to my penthouse apartment was in silence as we both considered the possibility of there being something even more deadly out there turning its gaze towards Earth and Asgard. Was Thanos already preparing to make his move? Or was it the villain who would appear in Iron Man 3 (I remembered looking at the calendar at the date the film would have come out in my world and feeling a twinge of regret- it was something me and my friends had planned to see together), or those from the impending sequel of the other films. My knowledge of the future had reached an end, unless you counted the trailers I had seen for Iron Man 3 which had left me missing that crazy genius- not so much any more.

It almost surprised me when we reached my door and I found myself unlocking the door with my keys, the 'Keep Calm and Carry On' key ring waving at me cheerfully. I let Loki in first and took note of my communicator beeping as it rested on the coffee table, glaring at me for having left it behind.

My curiosity was piqued as I wondered what could have someone contacting me at this hour- then dread filled my stomach. Was this the threat Loki had mentioned only minutes ago? I strode over to the table and picked it up quickly, pressing the answer button and listening as Tasha's voice sounded through.

"_You're needed- I'm waiting out front."_

"What's the problem?" I asked, exchanging a quick look with Loki.

"_Eddie Brock and Cletus Kasady got out- and that's not all."_

"Don't tell me," I groaned, running my free hand across my face. "The Symbiotes got out as well."

"_Exactly- it appears that magic had a factor in it this time as well. One minute the Symbiotes were there and the next they won't- the cells Brock and Kasady were in apparently opened for no reason."_

"I'll be down in a second," I informed her, closing the link and strapping it to my wrist. I turned to Loki who was watching me carefully. "Guess I'll be leaving you now."

A slight inclination of the head was all I got as I exited the apartment once again, the journey to meet Tasha out front seeming so much longer. _Perhaps I could get Loki to teach me how to portal places._

Tasha was leaning against a taxi as I left the building, arms folded across her chest and suited up in her S.H.I.E.L.D. uni- guess I should have changed… I went to question he choice of vehicle when I realised it was Phil seated in the front. He offered me a quick nod. She said no word but got into the cab and I gave a huff before joining her.

"Set phasers to stun then I guess."

This was going to be a long night."


	3. Chapter 2: Trouble is as Trouble Does

**Chapter Two: Trouble is as Trouble Does**

Walker's Psych Hospital was located on a small island a way out from any part of New York, and, it was completely man-made. An over-sized carrier disguised to look like an island- complete with untamed plants and the occasional bird who dared to visit; you'd have a hard time trying to place it as fake. The hospital itself resembled a sci-fi prison crossed with a medieval castle and boasted a 24/7 patrol of some of the best guards that money can buy. A home for insane prisoners that had until now had been considered impenetrable; until now.

Upon reaching the island, Natasha and I had been briefed by a very nervous looking middle-aged man (Turned out he ran the place) and a very upset looking shrink who had assured us that she had been making a breakthrough with them and was sure they wouldn't harm anyone. Something I would have been prepared to accept were it not for the fact they had somehow been reunited with their beloved symbiote.

"Bet Fury's having a fit," I had said to Natasha as I tried to hide the anxiety. The symbiotes were no laughing matter and I had no intentions of going into combat alone. Our task though was to scout out the area and find these symbiotes so when the actual attack force did show up they'd know where to look so we could solve this asap and though I was not the stealthiest person in the world, it was all part of my training- or so I was told. After a quick debriefing we separated and took to our own half of the island.

Mists were starting to roll in across the banks as I headed towards the part of the island that supported a small forest that looked exceptionally creepy now. The late autumn/early winter weather had left the trees bare, but I was willing to bet it could still hide a symbiote or two. Summoning up my magic I let the blue energy wash across my hands and light up the area. It probably wasn't the greatest idea when I was trying to be stealthy, but it was unlikely to scare our target off and I couldn't see in the dark. The mist clung to my shins, soaking through my jeans and leaving my chilled; I was sure it wasn't the cold that had me shivering though.

"You look like you could use this."

I jumped out of my skin as Loki stepped out from one of the trees, holding out my trench coat and observing me casually as I resisted the urge to zap him out of existence. "Are you trying to give me a heart attack?"

"You will have to get used to being surprised," he said calmly, walking over and draping the coat over my shoulders. "Your enemies will not announce themselves before they attack."

"Such a shame," I muttered sarcastically, putting it on properly and tying the sash around my waist. I frowned as I looked back at him, tilting y head slightly out of curiosity. "So what brings you to this lovely place?"

He elegantly raised an eyebrow. "Do my actions not say why?"

"You came here to give me my coat?" It was my turn to raise an eyebrow.

He simply smiled back at me as though I was a child. "I've come here to lend my assistance to help you find these… Symbiotes."

"Why?"

"I can't have you dying on me, teaching you magic is something I've grown to enjoy."

"You didn't enjoy teaching me in the first place?" I folded my arms across my chest- which admittedly probably looked weird with my magic- and glared at him as I came to a halt. "Why not?"

"He turned back to look at me. "You do have a habit of being quite annoying- personally I find Stark is a bad influence of you."

"Stark was in Malibu when you first started teaching me- he only came back to New York a few weeks ago," I pointed out.

"That doesn't mean he hadn't influenced you in the times before that." Loki stepped forwards, placing his hands on my shoulders and lowering his voice. "When the Chitauri had you I saw a woman who was willing to take on any challenge. Now that you are back safe on Midgard you seem to have lost this drive- especially since your first… adventure with that Man of Spiders."

"Probably because I'm not trapped on an alien world with the apocalypse on the doorstep," I replied, shifting uncomfortably under his gaze. "I've also got my S.H.I.E.L.D. training so excuse me if I'm too exhausted to learn magic when I get back."

"Do you think your enemies will leave you be if you are exhausted?" He took a step back, his hands sliding off my shoulders and falling to his side. "But I agree that your training with those mortals is necessary; by building up your stamina you will improve on the amount of magic you will have at your disposal."

I tilted my head slightly as I thought it through- so my physical health reflected how much magic I could use? Did it use my stamina? It would explain why I got tired so easily- less so recently. "So my S.H.I.E.L.D. training is also part of my magic training?"

He raised an eyebrow.

"I'm not using it as an excuse," I said, holding up my hands in defence. _For the moment…_ "Can we just get back to finding the symbiotes? Or whoever let them out."

We started walking on again; I stood close to Loki as the mist seemed to reach out and climb the trees around us.

"You will not find the ones responsible for this." Loki commented and I looked across to him. He kept looking forward as he replied. "They have already left- their magic has faded away."

"There was magic?" I frowned. "I didn't sense anything."

He didn't answer and that left me more confused than anything. I didn't push him for answers.

"Perhaps you should go back Loki," I suggested. Now he looked at me, bemusement written across his features. "It's all very good that you want to help but I think people will b a bit suspicious- especially if I go back with this." I tugged at my coat for emphasis.

"I am quite sure that I am able to avoid being detected."

"You can, but can my coat?"

He stared at me blankly. I grinned back at him. Shaking his head he held out his arm and I handed him back the coat, shivering as the cold in again.

"It's nice to know that my gesture of good will is unappreciated." He muttered, folding the coat under his arm.

"It is appreciated," I replied, leaning forward and patting him on the arm gently. He looked back at me with a raised eyebrow. I pulled my hand back and held them up in the 'whoa' position. "It's just that although you know you're good at this stuff, I can't help but worry that they'll catch you and lock you away again- and that's not very helpful when I should be worrying more about the space slime which might jump out and kill me."

"Which is why I am here."

"I'm a big girl- I can take care of myself." I sighed and rubbed the bridge of my nose. "This place is going to be crawling with S.H.I.E.L.D. agents soon enough anyway."

Loki stood straight, his face adopting a haughty look- probably didn't like being told what to do by a mortal still. "Very well, I shall wait for you back at our apartment."

He vanished almost instantly and I made a mental note to make him teach me that- if I had a little bit of Tesseract energy hiding somewhere inside then surely I should learnt to portal about- maybe do so with awesome pentagrams like in Fairy Tail-

Did he say _our _apartment?

While it was true that the liesmith did spend quite a lot of time at my apartment, sleeping on the sofa bed I had brought in especially for… him. We did live together. Just thinking that left me with mixed feelings that I couldn't even begin to decipher. But what I did know was that in return for magic lessons I had allowed the god of mischief to move in. How did I not realise this before! And I was worried about S.H.I.E.L.D. finding out- what happens if Odin finds out I'm harbouring one of his prisoners… I'd be in a lot of trouble.

I caught a glimpse of movement from behind and jumped out of the way as a red blur tackled the ground I had just stood on. Swivelling around with my magic blazing I turned to look at my attacker and regretted sending Loki away almost instantly.

Standing in a crouch in all his red glory, fingers' ending in long sharp blades was none other than Carnage himself.

Now I really was in a lot of trouble.

**A/N: A few things to be mentioned. **

**There is now a soundtrack to this story and the link is on my profile.**

**I have a picture of Jess now up on DeviantArt- again; the link is on my profile.**

**I'd like to give Jess a codename and I'd appreciate any suggestions because my mind is throwing me blanks. The only ones I cam up with were Jinx and Hex and they're already Marvel characters. Depending on the amount of- if any- responses I may put up a poll for you to decide.**


	4. Chapter 3: A Bad Day at Work

**Chapter Three: A Bad Day at Work**

Carnage hissed loudly, his long tongue lashing out as he watched me. He made no attempt to move for the moment, only raising his hand to point on of the long blades at me. "I remember you. You're one of those S.H.I.E.L.D. guys." The hissing changed to chuckling. "It's your fault I was locked away!"

I couldn't tell if that was the Symbiote or the man underneath who was speaking- perhaps both. All I knew was that the 'your fault' sentence was usually followed by 'I'll kill you!' Part of me hoped Loki would return, I needed him to- no, I didn't need Loki. I had to learn to be able to handle these things by myself, even if these 'things' both had to be taken down by all of the Avengers plus me and Spider-man- and even then it was a handful. Carnage and Venom were dangerous for sure.

"I believe I owe you a little something for that." He held up the long bladed claws, leaping forward in one blurred movement.

Reacting purely on instinct I dodged to the side, swinging my arm around in an arc and sending an arc of blue energy at the symbiote.

He jumped up, shooting out a strand of goo which he used to haul himself up back into the tree like Spider-Man.

_He's faster than I remember…_ Switching instead to blasts, I sent a barrage towards him before reaching down to my communicator and hitting the signal button. When I looked back up there was no sign of the Symbiote, only a few smoking craters in the trees and a creepy silence that seemed somehow more sinister with each passing second. I could feel my heart racing in my chest and forced myself to summon up the nerve to fight Carnage.

"You missed."

A sudden sharp pain in my leg made me cry out in surprise and pain. I fired a shot over my shoulder without looking, turning my attention instead to the gash on my left shin, risking a quick over my shoulder before healing the gash almost instantly.

Carnage screeched as he jumped from the tree above, claws outspread and mouth opened wide in a horrible grin.

I rolled out of the way, ducking behind a nearby tree and switching my magic to fire. Running out threw fireballs at him and tried hard to hit him.

But he simply jumped back into the trees again which, thanks to the previous day's rain and the mist, burst into fire that sent columns of smoke up into the air. It didn't spread, so Carnage was safe for the moment- at least until I shot at him again.

I looked around, he'd once again pulled the vanishing act and I had no way of knowing where he was. I half-wondered if he was hiding from the fire and switched back to my normal magic. This fight wasn't about scaring him away, it was about recapturing the symbiote- and that was something we couldn't if we had no idea where he was hiding.

"Are you scared?" He leapt out onto an overhanging branch and screeched loudly.

I fell back onto the ground and shuffled backwards slightly. It felt like I had run a marathon but I tried not to let my fear show and tried to regain my breath. The fright seemed to have drained me of the little energy I had left at this time. I felt a cold drip run down my face.

There was a loud rumble overhead and as if on cue more drips began to trickle down my face as the rain began. It made quick work of the fire littering the treetops.

Carnage made no move to attack me, his tongue lashing out widely and long blades returning back his usual claws. "What's the matter?" He tilted his head to the side. "Not so brave without your friends are you?"

"Don't worry, my friends will show up soon enough," I replied coolly. "You should be worrying more about yourself.

He chuckled. "Says the one who is sitting on her ass in the mud; too afraid to fight me by yourself? Are you worried you might get a boo-boo?" He laughed loudly this time.

I got back to my feet- or at least I tried.

In one huge leap Carnage was in front of me, claws digging deep into my wrist and his tongue trailed across my face.

His breath smelt like rotting meat and I internally flinched at his tongue. My magic flickered before disappearing and leaving me vulnerable.

"You're not much of a fighter." He licked his teeth. "I bet you'll taste like chicken." He opened his mouth wide and went to bite me.

I closed my eyes as I waited for the pain.

_Bang!_

It took a few moments for the noise to register; a few seconds more for me to recognise it. Opening my eyes cautiously I took my first look at the man who was holding my arms. Cletus Kasady looked back at me with wide, unseeing eyes. A trickle of blood trailed down from his mouth.

He dropped down to the ground.

Natasha stood several metres away with her gun raised, looking as calm and professional as always.

I dropped down to my knees and summoned up the magic available as I healed the deep gashes on my wrists. It took a few minutes and soon enough I found Natasha kneeling next to, one hand on my shoulder. "Is he dead?" I asked, nodding at Kasady.

"If he isn't he will be soon," she replied.

I didn't bother to question her, instead switching to the other question that raised a red flag. "Where is the symbiote?"

"He seemed to vanish when I shot Kasady- my guess is whoever set them lose didn't want to lose something so valuable." She went and crouched over him, putting her fingers to his temple.

I looked down at my wrists as the last of the cut healed, an ominous feeling spreading through me.

/

_I was dreaming. I could tell from the swirling mass of red and black shadows that surrounded me. Each shadow forming evil figures I could only spot out of the corner of my eye, and disappeared when I looked at them directly. But they were always the same; Venom or Carnage reaching out to get me and no matter how hard I tried I couldn't summon up my magic._

"_Are you frightened?" whispered the symbiotes. "You shouldn't be."_

_The red shadows reached out and grabbed my arms and legs, spreading out across them and shifting across my body._

"_You have no reason to be afraid."_

_They enveloped my torso and began to spread out across my face._

"_Because we are one."_

I screamed as I shot awake, a loud screeching echoing in my mind.

The light switched on suddenly and I flinched back against the light as Loki practically ran across to the bed.

"What is the matter?" He seemed completely surprised and startled; and I imagine he was even more so when I threw my arms around him and buried my face in his neck, tears streaming down my face and the ghost sensation of the symbiote crawling across my skin leaving me shaking. A moment passed before I felt his arms wrap around me, one of his hands moving to stroke the top of my head as he caught on. "It was only a nightmare-it cannot harm you."

It took several minutes before I had calmed down enough to realise what I was- what Loki was doing. One arm wrapped around my waist whilst the other reached up to my head where his hand trailed through my hair, his own head inclined down so that his mouth rested near my ear as he occasionally muttered soothing words. I felt embarrassed by it, but I also didn't want to move away as my paranoid mind conjured up thoughts of the symbiote waiting until I was alone. I didn't want Loki to go.

He took the initiative however and pulled back, taking my head in both hands as he wiped away my tears. "It was only a nightmare," he said once again, a saddened expression on his face.

"But it felt so real!" I shivered again as my mind conjured the feeling of the symbiote spreading across me- feeling like a warm goo. It made me think of leeches and I shuddered once again. "Sorry about this."

He hesitated. "It is of no consequence." I couldn't tell if I was imagining the light flush across his face or not. "But perhaps you should go back to sleep."

He went to stand up. Reaching out quickly I grabbed his hand and pulled him onto the bed, blushing myself.

"Please don't leave," I said quietly. "I can't stop thinking that he's going to appear in my room."

Loki watched me silently before pulling his hand back and walking towards the door, switching the light off as I lay down facing away from him. As the fear began to rise again, tears pooled in my eyes.

I almost jumped as a pair of arms slipped around me, a warm body pressing against my own and a gentle whisper in my ear before I fell asleep.

"I won't let anyone harm you."


End file.
