A/N: This fic takes place in the Avengers movie!verse. Carol and her successor are the only addition to the regular cast.

Though she might have been "Ms. Marvel" in public, as her best friend, Tony Stark never concerned himself with such formality.

Carol Danvers was a burst of life to Tony's solitary world of watching death and destruction during the day and partying with liquor and beautiful women at night. A former Air Force pilot who now operated as "Ms. Marvel" under the supervision of S.H.I.E.L.D., she represented reality that was matter-of-fact, not harsh and hopeless. Despite her military background and exposure to battles of all kinds, she retained genuine spirit, grace, and passion for life that could not be found in the nightclubs Tony frequented, which offered a temporary nocturnal sanctuary from the country's unending troubles and his career as an Avenger.

It wasn't just that she was beautiful. Tony had seen gorgeous women before; he could take his pick from a dozen them to bring home with him each night. No, her personality, along with her stunning good looks, was what initially piqued his interest. The result of this combination of her qualities provided a refreshing change from his every expectations of his life; Carol's presence brought him a sense of enthusiasm that felt almost foreign to him after spending so many days repeating the same tired formula.

Tony quickly developed a close friendship with Carol after she was added to the Avengers roster. Carol was admirable and powerful in her extreme physical, mental, and emotional strength, but certainly not flawless, and that was something Tony greatly appreciated. He knew that as the "rebel" of the team, he wasn't supposed to care much, but he liked the idea that finally one of his teammates didn't set an almost impossible standard that he felt obligated to try to reach time after time. He cared for his teammates deeply, but he sometimes envied them, though he would never admit it aloud.

Natasha was aloof and practically unreachable; as one of Fury's best, she possessed a wide array of attributes and talents and appeared completely undisturbed by the devastation that almost always accompanied the missions.

Bruce was a skilled scientist who doubled as the team's doctor on many the occasion, and despite his violent alter ego, he himself was a very congenial fellow: pleasant, good-natured, and very well liked by the rest of the team.

And of course, Steve. The "All-American Man". Tony didn't want to begrudge anything to his good friend, but at times he felt completely inadequate to in comparison to Steve's sincerity and genuine humanity. He was the Avengers' poster child, the epitome of morality, beloved by the American public (and Japan's public, too, for whatever odd reason).

So it was a relief to finally have a teammate who may have had amazing superpowers, but also certainly retained human faults.

Carol was most definitely not an angel, but Tony regarded her with something akin to awe nonetheless. She was fun, spontaneous, able to prevent trains from derailing and planes from crashing during the day, but ready to hit the clubs at night. She could drink, too; she was able to hold her liquor and knew her limits, never attempting to push past them, which was good for Tony, especially when he drank himself into a stupor at the bar.

Beyond her Amazonian superhuman abilities, of the many characteristics that Tony loved about her, one of her best, in his opinion, was her even temperament. She wasn't swift to pass judgment after he argued with Fury during a debriefing about how Tony's brash decisions nearly ruined the mission. Instead, she visited him at his sub-level workshop, where he sometimes spent days on end correcting flaws in his suit and creating new technology; she didn't have to speak while she was with him, her quiet support and unspoken offers were enough support on their own.

As an asset to the team, Carol was a trained pilot, and a skilled negotiator to boot. She also knew most the superhero community, including the street heroes who operated mainly as vigilantes, prowling the dark alleys of the city at night. Her longtime friend, Spider-Woman, was one of the Avengers' main allies.

Tony's life seemed to brighten with Carol's arrival. His circumstances didn't necessarily improve- he was already a billionaire, a genius, a superhero, a hit with the ladies, and the owner of Stark Industries. But Carol seemed to infect him with her zest for life. Maybe, just maybe, Tony's cynicism declined and genuine hope to make a difference developed in its place.

And then, tragedy suddenly struck, as tragedy had a tendency to do.

Mainly due to Pepper's urging, Tony took part in an extremely tedious Stark Industries budget meeting, with his cell phone and his Avengers communicator switched off and stuffed into a leather designer briefcase. What should have been perhaps a single hour's deliberation stretched over a span of almost five hours, with Tony growing more impatient by the second.

When he finally managed to escape, striding from the room seconds after the meeting was dismissed, Pepper's young secretary rushed toward him.

"Oh, thank God, Mr. Stark!" She said urgently. "There's been an emergency with one of your teammates- Ms. Marvel- some sort of unexpected attack. I just got the call- "

Tony's blood ran cold. "Get me a car, now. Don't bother with a chauffeur."

Several traffic violations and near collisions later, Tony rushed through the gates of the Avengers' Mansion. The rubber of his tires practically burned against the drive when he abruptly braked to a halt after accelerating to such high speeds.

He had just thrown open the front door to the mansion when Natasha intercepted him in the entrance hall.

"I presume you've heard," she said in her usual clipped, cool tone. "Carol has been taken to the S.H.I.E.L.D. headquarters for emergency medical treatment."

"What do we know?" Tony demanded.

"Not much," Natasha replied, her expression utterly indifferent. "Carol was responding to a distress call involving Spider-Woman and a terrorist, possibly a mutant. Spider-Woman contacted S.H.I.E.L.D. after the conflict was concluded. Obviously, some factor disrupted from the routine emergency protocol if Carol suffered injury."

Tony stared at her. "What is the matter with you? Don't you care at all about what happened to Carol?"

"I have orders from my superiors, as do you, to remain here until all information regarding the incident is collected," Natasha answered evenly. "I can't respond until I know the motive and purpose of the stimulus, Stark. If I were the type of agent to strike blindly in the dark, I wouldn't be alive to speak to you today."

However, when they did learn of the full situation nearly thirteen hours later, Natasha still offered no outward reaction.

"Carol is now comatose," Coulson gravely informed the team. "The scientific department has yet to reach a conclusion of the reason for her condition."

Tony felt as is all the blood had abruptly rushed from his head; he stared at COuson in disbelief.

"How is that possible?" Clint looked taken aback. "She was hit by a missile once and was completely unhurt."

"Truly," Thor agreed, his face unusually sober. "How is it that a warrior who lifts entire buildings with ease be so suddenly maimed?"

Coulson and Fury exchanged swift glance, then Fury spoke. "Spider-Woman is still being questioned about the nature of the attack in order to obtain a full explanation, but as of now it appears that Agent Danvers no longer has her superhuman attributes of invulnerability. The presence of her other extraordinary abilities has yet to be confirmed."

Tony gripped the edged of the conference table. "When is Carol estimated to emerge from her coma?"

"Though she is technically alive, Agent Danvers has not responded to any sort of medical test orchestrated by her doctors," Fury replied, his expression unfathomable. "We have also allowed Dr. Stephen Strange and Dr. Reed Richards to conduct their own separate tests, but to no avail."

"So- what now?" Tony demanded. "Are you just going to leave her to rot in some bed?"

"Tony- " Steve began, but Fury cut off his response.

"The science and medical departments will continue their tests," Fury said levelly. "After their analysis has run its course, Agent Coulson and I will discuss Agent Danvers's condition and potential for recovery. However, we must also consider her family in this situation. We plan to release Carol to their care if she shows no signs of progress. They have a right to know of her condition, though her career as an Avenger will remain unmentioned."

Tony stared at Fury in shock, feeling as though the air had been suddenly snatched from his lungs. Devastation threatened to shatter the icy shock that numbed him.

"What of Carol's attacker?" He asked roughly.

"We have been able to verify very little concrete information about the assailant," Coulson responded. "As of now, we know that Carol arrived at the Brooklyn Bridge to aid Spider-Woman, who was engaged in combat with a superhuman terrorist. The terrorist was able to continue the conflict despite both Carol and Spider-Woman's attempts to neutralize him."

"During the struggle, Spider-Woman was briefly immobilized while Carol continued the confrontation. At this time, Carol was also somehow immobilized and the assailant threw her body off the Bridge and fled the scene. Spider-Woman managed to pull Carol from the water and promptly contacted our headquarters. Presumably, Carol's superhuman abilities were still active at the time of her fall, because she suffered no physical injury, which is puzzling in regard to her current comatose condition."

"In other words," Tony said, with disgust heavy in his tone, "you have no idea who did this to Carol."

"Our human telepaths have been unable to locate memories of Agent Danvers's assailant within her mind. Reports indicate that Danvers's entire psyche is currently in an abnormal state of flux," Fury responded. "Dr. Strange was also unable to find any mental impressions of the incident in Carol's mind, and Spider-Woman's memories of the encounter are unusually vague as well."

Tony slammed his fist down onto the wooden table and stood. "Let me know if your search turns up any results, Fury. Because when we find the bastard who did this to Carol, I'm going to kill him with my bare hands."

No one objected to this statement or protested his departure as he stalked from the room.

A mere eight weeks after Carol was attacked, Coulson brought in a new member to fill the empty slot on the team; this addition was yet another agent of S.H.I.E.L.D.

Tony disdained her from her introduction. Carol's replacement had the sheer audacity to wear the lightning emblem of Ms. Marvel on her costume, in an evident allusion to Carol's uniform.

But that and the black and gold color scheme was the end of the resemblance: in comparison to Carol's legless and armless leotard, the replacement wore an armored full body suit reminiscent of motocross gear, rendering her toned female physique much less apparent. In place of Carol's sleek, thigh-high black boots, the replacement wore boots ridged with metal over the knees, which were their extent, with metal also capped over the toes. The replacement had also apparently deemed Carol's triangular domino mask unsuitable, for she wore a complete covering over her head and neck.

When she was dressed in full uniform, which was the only outfit the Avengers had ever seen her wear, not an inch of her skin was visible, barely a hint of femininity. Her mask covered her eyes as well, though this did not appear to affect her vision in the slightest, and the material over her mouth had been sewn shut in crude stitches that could only be deliberately pronounced; her voice was as synthesized as a computer's and as a result, was gender-neutral.

Personally, Tony found "Marvel" (as she called herself without any offer of a civilian name), to be rather uncanny. As Carol's replacement, she would never have his total approval, but perhaps if it wasn't for the effects of her mask and her possession of superhuman abilities that appeared to be exactly like Carol's, he wouldn't have considered her to be as disquieting as he did.

She moved swiftly and soundlessly, always appearing seemingly out of nowhere. She rarely spoke, and like Clint and Natasha, her contract did not require her to attend press interviews or public relations activities, thus she did not participate. There were no humanizing attributes about her, especially since she never removed her costume or mask. She was like some sort of phantasm.

Through pure coincidence, Tony was the only Avenger to have the unsettling experience of seeing Marvel without her mask. On two separate occasions, in fact.

The first occurrence was when he walked into the Avengers' medical center in the very early hours of the morning. He was on a coffee binge and had only surfaced from his workshop due to a careless scratch across his upper forearm, which was bleeding profusely, splattering his blueprints with his red blood.

Deeply annoyed at his lacks of options but to ascend to the main level, seeing how all the rags on his workbench were covered in motor grease, Tony proceeded into the medical area, reasoning that if he was on the ground floor, he might as well go for a proper bandage and disinfectant instead of just snatching a paper towel from the kitchen.

"Whoa," Tony said flatly as his eyes settled on the only other figure in the room.

Marvel stood at the main computer console, her mask nowhere in sight, eyes on the top monitor screen, studying some sort of diagram. She turned her head briefly as he walked further inside the room, watching his movements.

She was young and very pretty, effortlessly beautiful, though her elegant features held a cold glamour rather than any sort of delicate charm common to her gender. Her alabaster face was composed of defined cheekbones, an unblemished mouth with lips of typical dimensions rather than inflated with Botox, and very noticeable glacial green eyes (that reminded Tony strongly of Loki, Thor's unhinged younger brother), which were complemented by arched eyebrows.

Her loose hair was a rich auburn of the darker variety, falling beyond her shoulders. Her hair was sleek, with only some wave; oddly, the locks closest to her forehead had been bleached to snow white rather than her natural color.

Her cold eyes locked onto him, her face carved from stone, but he was undaunted and continued to the cabinet with the disinfectants and gauze. Determinedly not looking over his shoulder as he turned his back on her, Tony went on with his business, unwilling to show his unease; for God's sake, this was his own house and he had the right to be there.

He didn't realize that she had left the room until the door shut behind her.

While later musing on the encounter, Tony noted that Marvel didn't just look youthful, but actually only appeared to be in her late teens, perhaps not even yet of legal age. The notion that an underage girl was employed by a government agency, putting her life on the line every day whilst living under his roof with a group of mostly male adults, her actions seemingly condoned by her superiors, was more than slightly perturbing to him. After the first incident, Tony is only more uncomfortable around Carol's replacement.

The second time Tony saw Marvel's face was also during a time that he thought he was completely alone, only to have the unpleasant surprise of discovering he was not; Marvel's sudden appearances and disappearances were very disconcerting.

The spring day was fairly warm, thus Tony decided that after a particularly dull business negotiation, he'd earned a dip in his state-of-the-art luxury swimming pool (which was much cooler and better suited to parties than a regular racing pool).

He slipped into his trunks and sandals before proceeding to the deck, smiling as he did so, resolving to try to give himself a break, just this once, and enjoy the remainder of his peace and quiet as best he could. He made a motion to toss his fluffy towel into the lounge chair beside him, only to start when he realize the chair was occupied.

"Good God!" He exclaimed, jumping back.

The chair could only have contained Marvel, for not even Natasha could have escaped his notice so smoothly and effectively until he was only aware of her presence by staring her in the face.

Yet the girl stretched out on the lounge chair bared no semblance to the girl he had seen in the medical center that night.

Marvel wore a red athletic one-piece, revealing her toned, wiry form that still managed to keep a generous chest even with a narrow waist, a long set of nicely defined legs, and slim hips.

No more winter-pale skin: her entire body had been bronzed, and her auburn hair with white bangs was now a golden blonde that somehow managed to appear natural, though he knew she must have used bleach.

She unceremoniously removed her highly reflective aviators; Tony's stomach plummeted when she did so: the absence of sunglasses allowed him to see her eyes clearly.

The only trait about her that Tony recognized was her expressionless gaze; her eyes, as bright blue as Carol's had ever been, stared at him with absolutely no expression whatsoever.

A/N: I'm not completely satisfied with this one-shot. This is my first Avengers fic, so forgive any errors in Tony's characterization, but feel free to offer suggestions. Feedback is awesome.

So, who's Carol's replacement?

Hint: it's a Marvel character, not an OC. Oh God, how I hate OCs as central characters.

Reviews are great, BTW. Thanks for reading.