Yay second chapter! Now we get into the main plot!

Some people are wondering if this is gonna be FrostSpider. The answer is no, sorry for those who wanted it. Maybe I'll write a different fic where they get together. The only main pairing is a surprise (though you maybe can guess it from my top note in chap 1.) I have no definitive thoughts for the main Avengers yet. Blackhawk is likely but that's about it.

I do not own Marvel's The Avengers, The Amazing Spider-Man, The Mighty Thor, or any minor characters and villains I may reference to .

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It was getting to be night, and before going on patrol Peter decided to drop in on his new friend.

He and Loki had gotten the god a modeling job easily after all the papers had been forged. Loki/Amora was now legally Sylvie Lushton, a girl from Philadelphia who had come to make a life in New York.

You would not believe how long he had laughed when he read the birth certificate.

Usual peace offering in hand, Peter knocked on Loki's door at the apartments they had meet on before. It was a nice place, one bed room, one bath. Great view of Stark Tower through the window. He wasn't sure how Loki had gotten the room because it had been occupied before, but he was content to stay out of the tricksters way so long as no one had been hurt.

"Someday I will drill into your head that you should call ahead if you're coming over." Loki grumbled cracking open the door, but he liked to think there was some fondness to it.

"Oh please, this coming from the person who not a week ago was talking to me through a rock? Now scooch! We have dinner to eat before I'm off to hunt down trouble."

Loki sighed and opened the door wider for the still normally dressed teenager to enter. The apartment was still fairly barren, but it was coming along nicely. They had spent a day repainting everything from gray-white to a nice homey tan and it made the place more inviting.

Peter sauntered over to the bar-counter tops and pulled out two chili dogs for them. Loki went to get them some drinks from his empty kitchen that really only had basics, and a two liter of Dr. Pepper for when Peter came over. The teen had been adamant that real American's always had soda in the house and he wasn't going to drink tap-water, milk, or any of Loki's icky herbal teas.

So one glass of Dr. Pepper and green tea later the unlikely friends were both sitting on the only two bar-stools in the apartment eating what had become a tradition.

"I'm sure you heard there was an accident at OSCORP laboratories." Loki started, taking dainty bites of his food. Apparently when he wasn't starving the god ate like a bird. A tiny bird, because pidgins ate more then him most of the time.

"Yeah, no one knows anything yet though. Osborn is keeping everything hush-hush." the brown eyed teen complained.

"Then he should learn to keep quieter, I investigated and learned some interesting tidbits about the cause and I'm afraid you will not like it." Loki murmured, taking a sip of tea. He had taken to snooping out information on Peter's enemies as much as he did for the Avengers (not that they knew Loki did it.). He was good too. Teleportation and invisibility had it's benefits.

"Ooohh you're not even being cheeky, this is really bad isn't it." Peter stopped eating at the god's grim look.

"Your Dr. Connors seems to have been the cause, he was there testing his potions on himself and from what I saw of the security footage it...did not end well. He looked oddly like a Bildgesnipe without antlers." Loki swirled his tea around. "He has escaped the lab and Osborn seems to believe that he is hiding in the sewers."

Peter dropped his food and blindly stared at the white counter top. "I...Wasn't expecting that..."

Pianist thin fingers painted green on the nails suddenly laid comfortingly on his wrist. "I am sorry for your friend, but I also have worse news."

The teenager gave a bitter bark of laughter. "After tonight I'm starting a 'one bomb a night' rule"

"You remember when I told you I was not myself while attacking the city?" the model asked suddenly.

"Yeah, vaguely."

"I will spare you the full story, but after falling from the Bifrost I was found by a powerful being named Thanos and his Chitauri minions. Thanos is a tyrant of the universe and has destroyed hundreds of worlds in his search for something that he never explained. Anyways, I was found and using telepathy and the like he had a good hold on me. After I lost the Tesseract and most of his minions were killed by The Avengers I'm afraid he has taken it as a challenge. I have been scrying his movements when I can and he...he intends to take Midgard. Thanos is coming and though it is a while off we must prepare now." Loki wore a look that Peter had never seen before, fear. It was not an emotion a god should ever wear.

Pretty green nails tapped rhythmically on the counter-top, a nervous habit it seemed, and the shape-shifter pursed his ruby red lips.

"So we have Dr. Connors running around all serumed up and there is a crazy telepathic galactic tyrant on the way. Loki you are officially banned from telling me anymore bad news for the night." Peter growled, taking a savage bite of his cooling hot dog. Hoping the act of forcefully chewing would help him think.

"What if I ask a favor? Is that still aloud?" came the hesitant question.

Peter grunted as an answer, trying to choke down his bite. Not to self do not tear off half a hot dog, even when angry.

"I...I would ask you inform The Avengers of the threat." Peter made a startled noise, what! Loki knew he didn't want anything to do with The Avengers or S.H.I.E.L.D.

"Don't give me that look, we alone have no chance against Thanos and The Avengers have no idea he's coming. Even if I spent every ounce of magic in my body I couldn't shield Midgard from his sight. I know it is much to ask but I wouldn't unless it was important."

"Sometimes." Peter started crossly. "being your friend sucks, Loki."

"I apologize for the inconvenience." the blond women said blithely.

"Why can't you do it?" the teen whined, trying for puppy dog eyes.

"Because they will probably kill me before I could get the message across. Plus, I truly think you would benefit from working with the Avengers to catch Dr. Connors. He is changed Peter and I doubt we could fix him even with magic."

"But you think S.H.I.E.L.D can?" he asked sarcastically.

"No, I think Tony Stark and Bruce Banner perhaps could. I have yet to meet any smarter men in this realm."

Peter snorted and looked at his hot dog, not as hungry now. "That's a lie, there has to be smarter people that can help and not get me involved in government stuff." he grumbled.

"I have had the ability to lie taken from me Peter Parker, I can only speak the truth and you know it."

The teen muttered something that sounded like 'shut up, I know' before putting his head on the counter and shoving his food out of the way. "Today was such a good day too, what a buzzkill."

"Forgive me for ruining it, I assure you it was not my intention."

Peter groaned but didn't complain any further, Loki could be a handful sometimes but he always did what he thought was for the best.

"Alright I'll let the super-friends know about the Doc and Thanos but if I can help it I'm not going to work for them. They'll cramp my style and probably try and make me eat healthy food or something."

"Because a salad would just end you." Loki smiled lightly, obviously trying to lighten the mood.

"Of course it would! Didn't I ever tell you my arch-nemesis is Vegan-man? He gets stronger the more rabbit food I eat." Peter was full on grinning now. Still a little annoyed with his fake-female god friend but he would get over it. Peter was nothing if not adaptive. "Now, no bad things, no favors, no nothing. But, how was your day?"

She rolled her eyes before dutifully telling the teen all about the rich and famous people she had seen today, the four hour long photo shoot that could be considered a torture session in lesser worlds. Wrapping the tale up by flicking long blond hair away from her ears to reveal a stunning set of 14k gold earrings with a strip of one carat diamonds. A gift from an admirer on set.

Peter could have choked on air, those earrings alone could probably pay the rent on this place. Guess the small fear Loki would be cheated out of money was unfounded. If he could get pure gold and diamond earrings after only three weeks he feared for what the God could achieve with more time. He may have just doomed New York financially.

"Right well, it's been fun being having my world turned upside down and admiring your bling but I've had my eyes on a pack of goons on Park avenue so i'mma go kick some ass and think about all this. I'll see you tomorrow, don't blow up your microwave tonight please." he joked while removing his shirt and revealing his suit underneath. It was becoming such a common occurrence for Peter to strip in Loki's living room the blond god didn't even raise an eyebrow this time.

"I only did so once..." she groused, drinking her tea. "Steer clear of anything past 3rd tonight, Stark is patrolling the area and unless you want to get a jump on telling them about the invasion I'd leave him alone."

"Duly noted!" he cheered while pulling his mask down and opening Loki's window. "Don't get too lonely without me!"

"Get out you pest." Loki shooed without pause.

He would have stuck his tongue out but that was pointless behind the mask so he just settled for slinging a web onto the flag pole on the opposite building and swinging away.

Hopefully roughing up some thugs would make him feel better about going to the Avengers. He had been against living under S.H.I.E.L.D's eyes since the day he realized he had gotten powers. To many rules, to many responsibilities, how was he supposed to stay in school if he was busy doing the Governments dirty work? It had just been easier to be one of the many vigilantes, the famous face of Spider-Man was nothing but a mask, while Peter Parker still got to clown with friends and live with his only remaining family.

Loki was right though, The Avengers needed to be made aware of both Doctor Connors and Thanos. He could suck it up and try for his unlikely friend, but he was gonna fight tooth and nail to bail before secret agents started showing up.

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The plot thickens! I'm a little worried about involving Dr. Connors before going to see the new movie and see how hey have changed up his story, because I am basing the OSCORP lab explosion on the few scenes I've seen in the new movie. (which looks aaammmaaaazzziiinnnggg.) but his is a minor arc and he won't play a big role until later.

Loki is such a schmooze. I took away his ability to lie, but he is still crafty and I'm sure he has half his co-workers eating outta his hands. All of Loki's sentence and 'exile' won't be explained for a bit.

Be kind! Give me your mind! Reviews feed the monster!