Carol Danvers, a woman who had it made-- until the day radiation from an exploding alien machine gave her the skills and powers of a Kree Warrior, plus an uncanny seventh sense-- transforming a human woman into... a heroine ... MS. MARVEL!


MS. MARVEL (Carol Danvers):
Former NASA security chief and magazine editor, Carol Danvers gained the powers of a Kree warrior after being subjected to the effects of an alien machine. As Ms. Marvel, she fought alongside her fellow AVENGERS for a time, before her powers and memories were temporarily stolen by the X-Man Rogue. Her powers somewhat restored, she now represents the height of merged Human and Kree genetic potential.

The living legend of World War II! Treated with the "Super Soldier Serum," Steve Rogers became a human fighting machine. Cast into the icy waters of Newfoundland at the War's end, Cap fell into suspended animation, only to be revived by the AVENGERS. In the years since, he has become their leader, and an inspiration to freedom-loving people everywhere!

STILT-MAN (Wilbur Day):
Never taken seriously by the heroes he has battled over the years, Wilbur Day believes that this time will be different. (Isn't that always the case with second-string bad guys?) This time, however, a mysterious benefactor has supplied him with a new suit that just might help him gain the respect and recognition he craves!

SPIDER-MAN (Peter Parker): Bitten by a radioactive spider, Peter P-- ahh, you know the story!


Carol was freed of the Binary entity's influence by her counterpart from that entity's home universe, who sacrificed herself that Carol might be free. Recovered from her ordeal as Binary, Carol reclaimed her old name and costume (thanks to Cap and Jarvis) and rejoined the Avengers.
Shortly thereafter, she departed with Genis-Vell, son of the original Captain Marvel, to investigate a potential cosmic disaster. With the menace defeated, Ms. Marvel returned to Earth, staying at Avengers' Mansion while her body recovered and she considered just what to do next...

Van Allen Plexico

The late-afternoon stillness of the Avengers Mansion compound was shattered as a female figure sailed out of an upstairs window and soared up over the mansion. Carol Danvers, clad once again in the black swimsuit-and-sash costume she'd worn before first having her super-powers stolen by Rogue* and then being transformed into Binary, ** relished the newfound freedom of both her mind and her body, and her exuberence was apparent to anyone happening to look upwards on that particular afternoon in Manhattan.

[*AVENGERS ANNUAL #10; **UNCANNY X-MEN #163-164 --Mar-Van]

It had been nearly a month since she'd rid herself of the entity that had changed her into Binary. * Then, before she'd fully healed from that ordeal, she'd gone off with Genis-Vell and ended up getting injured again while helping to save both Earth and Titan from the mad schemes of Yon-Rogg. **


Now, after weeks of resting, of healing, and of tests-- tests conducted by Dr. Henry Pym in an effort to be sure that she was well and whole once again-- she'd finally been given the okay to return to active Avengers duty. For days she'd gone along with Pym's requests, cooperating with growing reluctance and irritation, not at Pym personally, but at the loss of freedom as she sat in her room in the mansion and rested, or sat in the lab and endured yet another test.

But as of noon this day, she'd declared the testing over, and Pym had grudgingly agreed. She felt fine, and her powers seemed to be back almost to their level prior to the Rogue incident. Enough, she'd declared, was enough. Sure, she might miss being waited on hand and foot by a doting Jarvis, who was certainly a dear but who could spoil you into laziness within a 24-hour period; but the man had other duties, and Carol preferred to take care of herself anyhow. After all that, she was leaving the Mansion and heading out into the world again, as if for the first time.

"And it feels WONDERFUL!" she shouted as she executed a backflip and spiraled down toward the courtyard. A couple of passersby on the street heard and glanced up, one shaking his head and moving on, the other stopping and watching.

Ms. Marvel soared up into the sky, her red sash and blonde hair fluttering in the breeze. Below her, the figure who had stopped continued to watch her for a few more seconds, studying her carefully. A few moments later, the figure was gone.

Ms. Marvel curved about in a graceful arc that brought her back over the Mansion, and reluctantly started to land. At that moment, her seventh sense jolted her, compelling her to spin about and look behind her. In the distance, she could see a column of smoke rising from amidst several skyscrapers. "Should I alert the others?" she instantly thought. Then, "If it's serious, they'll be called soon enough," she reasoned with herself. "I'd better go ahead and check it out, though." Thoughts of relaxation forgotten, she aimed herself toward the smoke and rocketed over the skyline.

Behind her, at a discreet distance, a shadowy figure followed her.


Ms. Marvel had scarcely traveled a dozen blocks when a familiar red-and-blue form swung up in front of her as she lofted over a building.

"Hi, Spidey," she called out.

"Wha-- Ms. Marvel!?" Spider-Man gawked at her, so much so that he nearly lost his balance. Regaining his wits, he swung down to the ground, with Ms. Marvel hovering nearby.

"How goes it, Webhead?"

Spidey stared up at her. "Aren't you-- er, I mean..." He paused, tried again. "I thought you were-- um..."

"Things change, Spidey." She smiled back with a weary expression. "Few know that any better than me."

Spider-Man appeared to consider that for a moment, then shrugged. "Okay, well, I take it you're headed the same place I am."

Ms. Marvel nodded toward the smoke trail. "Race ya!"

"Yeah, right!" Spidey watched as the female fury shot away like a missile. Firing a webline, he swung after her.


As Spidey and Ms. Marvel rounded the final corner and came into view of the source of the smoke trail, both their mouths dropped open. They glanced at one another, and as if on cue, began to laugh.

The fortieth story window of a tall office building had been smashed, and two long, metallic blue... legs ... protruded out from the hole, all the way down to the sidewalk.

"You have got to be kidding me," Spidey muttered. "Please tell me that's just Roto Rooter getting over-eager."

Ms. Marvel shook her head. "Nope. I recognize those legs from Thor's files in Avengers Mansion."

Spidey swung up to the wall alongside the hole and stuck, discarding his webline. Ms. Marvel hovered just outside. She put her hands to her mouth and called out loudly, "OKAY, STILT-MAN! COME ON OUT!"


The explosion hurled both heroes away violently. Ms. Marvel quickly righted herself, but Spider-Man, caught totally by surprise and stunned, continued to fall. Like lightning, Ms. Marvel swooped down and scooped his limp form up and set him on the pavement.

"Ohhh-- my head..." Spidey recovered quickly and stood. "Okay, now look: You DO NOT tell ANYONE that I got my bell rung by the Stilt-Man. Got it??"

Carol snickered and rocketed back up into the air to confront the villain.

Stilt-Man had emerged from the building and stood before the ragged hole, his grim, metallic countenance facing Ms. Marvel. His metallic blue armor covered him from head to toe, with a curved shield behind his head and thick, cylindrical pods attached to his hips. His hydraulically-extended legs trailed down to the street, forty stories below. "Back off, lady," he called out over a voice-amplification system. "I don't want to have to hurt you."

"Oh, please!" The female fury sliced in with blinding speed and connected a staggering blow to his jaw, but Stilt-Man scarcely reacted.

"Ha! You cannot harm me! This armor, supplied to me by my new benefactor, is made of an adamantium alloy! It will take much more than your feeble efforts to damage it!"

Stilt-Man brought up his own fist with surprising swiftness, punching Ms. Marvel in the stomach and casting her back. Before she could recover, the villain swiveled the cylindrical pods at his waist towards her and unleashed a barrage of heavy firepower.

"My rocket-pods fire high-intensity concussion-charges, lady! They nearly killed Thor once!* You'd better back off, or they WILL kill you!"

[Well, we'll be charitable and say, "sort of..." In THOR #269 --Stilt-Man-fan-Van]

Ms. Marvel used all of her speed to dodge the worst of the blasts, though they still nearly knocked her senseless. At last she managed to take cover behind a wall outcropping across the street, and called back, "Keep shooting, Stilty! You can't have an unlimited supply of ammo, and when you run out--!"

"You won't be around to see it, woman! I-- eh?"

Stilt-Man leaned down, glaring at his feet, far below.

"Spider-Man! Bah! I should have known!"

Spidey busily webbed a coccoon around Stilt-Man's lower legs, gumming him helplessly in place.

"Way to go, Spidey! Now we just have to give him a good shove, disarm him, and he's finished!"

"Never!" Stilt-Man struggled to walk, but could barely move. He wobbled atop his towering yet slender appendages. "Fool! My internal gyros will keep me aloft no matter how much you bind my legs!"

Stilt-Man reoriented his rocket-pods so that they aimed directly at his feet, and fired off a vicious salvo. The explosions caused Spidey to dive out of the way and cease his efforts, but they also ripped apart the pavement beneath Stilt-Man. The giant figure, still held upright by his gyros, stumbled across the newly-rough terrain, his webbing-ensnared legs barely able to stay beneath him as he took tiny, rapid steps. Automatic spines protruded from the sides of the stilt-legs, in an attempt to stabilize him, but the ground was so broken up, they were of little aid.

"Give it up, Stilty!" Ms. Marvel shouted to the staggering villain.

"Never! I must complete my mission! I must--"

Ms. Marvel's punch, a devastating blow to the jaw, overcame the last resistance of the gyros and sent the towering figure crashing to the street below. Before Stilt-Man could move, Spider-Man leapt over him and webbed the villain's arms to the ground, then gummed up the rocket-pods.

The two heroes stood over the defeated, pathetic figure. Ms. Marvel whacked Spider-Man on the back. "Wow-- great teamwork, Webhead. I don't think Thor took him out any quicker than that."

Spidey laughed. "Just remember-- one word about that slip-up earlier, and you're finding webbing in your sock drawer for a month!"

"It'll be our little secret." Ms. Marvel jabbed at the incapacitated villain with a boot toe. "So, just who is your mysterious 'benefactor,' Stilty?"

"NO! I can't reveal his name! Xe-- He would kill me!"

"'Ze?' Zemo?" Ms. Marvel leaned closer, glaring at him. "Baron Zemo is behind this?"

"N-- no!"

Ms. Marvel and Spider-Man glanced at one another, but said nothing.

The police, having figured out that the battle was over, were closing in, and Spidey quickly fired a web line. "Gotta run, Ms. M. I'll leave the official business here to you, being a big-time Avenger and all. Great to have you back around. See ya!"

As the webbed wonder swung away, Ms. Marvel nodded to the approaching police. "He's all yours, fellas. I--"


The flame blast sent the police officers scrambling for cover and Ms. Marvel tumbling across the rubble-filled street.


Ms. Marvel pulled herself to her feet and gazed in the direction from which the booming voice had come. What she saw there made her sigh and shake her head. "Great. Just great."

"REVENGE!!" Blazing with the flame power of the Human Torch, bulked out in the rocky form of the Thing, one arm stretching down in elastic Mr. Fantastic fashion, the Super-Skrull glared down at her.

"This really isn't necessary, you know," Ms. Marvel attempted.

"Ah, but it is! To have been defeated by a-- a woman! And a Kree woman at that! But-- all my wasted time on this pathetic mudball will have been worth it, once I crush you under my heel and exact my long-awaited-- REVENGE!!!"

Ms. Marvel sighed. "I don't suppose we could just settle this with a nice game of Hearts? I didn't think so..."

And nearby, a shadowy figure continued to observe, to calculate, and to plan...


Welcome to the long-awaited first issue in the new MS. MARVEL series! I'm very glad to finally finish this installment, mainly because I've been plotting this series for weeks and weeks but one thing after another has prevented me from completing an actual issue. Those who know me or have seen my posts on the internet will know that I'm a huge fan of the Female Fighting Fury, with the stipulations that she 1) be called "Ms. Marvel" and not "Binary" or "Warbird" or "Warhorse" or whatevertheheck else, and 2) wear the black swimsuit costume from the latter half of her solo series. I also feel strongly that Carol Danvers has been through a lot in her existence, perhaps too much, and while those events surely contributed to strengthening her as a character, they also have placed her in jeopardy of becoming a perpetual victim, rather than the strong, powerful heroine she was originally conceived to be. Therefore, in this series, I want to present a positive take on Ms. Marvel, facing problems, certainly, but not beset by such agonizing crises that her character itself disintegrates beneath the onslaught. In other words, the past is past, and Ms. Marvel faces the future now, ready to take on all comers. MS. MARVEL should be a fun book, and that's what I aim to make it. Let me know how I'm doing.

--Van Plexico
May 14, 1998