Because she remembers Marcus

One minute she's enjoying herself, and then, Shazam!, her mind goes to a time so long ago, a time she keeps thinking she's put behind herself.

Her screaming stops and she opens her eyes, only to see the upside-down face of Spider-Man staring back at her.

"I'm sorry," they say at the same time, and then fall silent.

The next minute the young hero's wiping the tears from her eyes, that she didn't even realize were there.

"I'm sorry," starts Spidey, his face as red as his costume. "I just needed to pee."

"That's okay," replies Carol, her hands moving to cover her private parts. "It wasn't you. I just had a flashback... I'm sorry to lay this on you, but I was **** once, and then gave birth to my ****."

Spider-Man's glad his mask covers his face, as he tries to think of something appropriate to say and then fails. "Creepiness."

"No, not Kree," Carol says, "but thanks for listening."

"I better go," Spider-Man says.

"Don't leave me alone," Carol says, moving her hands away, revealing everything, as she pulls his mask down, revealing his mouth, and slides her moist finger into it. "I need you. I hear you're amazing, spectacular, sensational..."

She stands up in the bath, her blonde pussy opposite his dangling face. "Welcome to my friendly neighborhood, Spider-Man!"