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!

IRON MAN (Tony Stark):
When millionaire industrialist Tony Stark dons his suit of supercharged armor, he becomes a one-man fighting machine-- the golden Avenger known as the Invincible Iron Man!

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. A mysterious benefactor has supplied him with a new suit that just might help him gain the respect and recognition he craves!

Sometimes an agent of the Skrull Empire, sometimes out for his own ends, the Super-Skrull, via bio-mechanical alterations and implants, possesses the powers of the original Fantastic Four. Over the years he has faced and been defeated by many of Earth's super heroes, including Ms. Marvel.


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. Last issue, with the help of Spider-Man, she defeated the Stilt-Man, only to be confronted by the Super-Skrull after Spidey departed...

by Van Allen Plexico


Ms. Marvel crouched, her every muscle tensed, her fists clenched tightly at her sides, in the middle of the demolished street. The pavement had been wrecked moments earlier by the now-defeated Stilt-Man's rocket-pods. Now, hovering above her, the blazing form of the Super-Skrull glared down at her.


The Kree half of her genetic background cried out for blood. Her eyes narrowed, glaring at the hovering figure which confronted her. "I'm not looking for a fight-- certainly not one on purely nationalistic grounds," she called out, "but I'm not running from it, either."

Floating above her in a nimbus of flame, the creature known as the Super Skrull, awesome in his power and fury, glared back. He sneered at her words. "'Nationalistic grounds,' as you so quaintly put it, have little to do with this. I seek only revenge-- revenge for the deceitful treachery by which you defeated me the last time we faced one another." * His voice dropped to a low growl. "Your Kree connections are only a-- how do you say it?-- an added bonus."

[*Everyone remembers that old issue of Marvel Team-Up, right? --Van]

Ms. Marvel lofted into the air, hovering at a level parallel with that of the Super Skrull. She leaned towards him, finger raised to point mere inches from his green nose. "Treachery? Yeah, right. I beat you fair and square. But there's no point in--"

The Skrull's arm flashed out, the hand transforming into the rocky shape of the Thing and grabbing Ms. Marvel by the wrist. "Enough, woman! I must have revenge! You must fall!"

The huge being, possessed of all the powers of the Fantastic Four, used the Thing's strength to hurl Ms. Marvel across the street and into a brick wall, where she struck with a crash and fell to her knees. As she struggled to recover from the surprise attack, the Super Skrull unleashed a Human Torch-style flame blast, which she dodged only by calling on all her reserves of speed and strength.

"You know the cause is lost before it has begun, woman," the Skrull called out as he circled around her in midair. "Even with your treachery, last time it required the aid of the one called Spider-Man to defeat me, and he has departed the vicinity. * Alone, you cannot hope to stand before my wrath!"

[*Spidey helped Ms. Marvel with Stilt-Man last issue. --Van]

"You still talk a good fight, Skrully," Ms. Marvel replied, but even as she spoke the words, she gasped, stumbling back. It took her a moment to figure out what had happened-- the Super Skrull had encased her in a duplicate of one of Susan Richards's invisible force fields, probably in an effort to restrain her, possibly to cut off her air and cause her to suffocate.

Carol's black-gloved hands traced the outline of the bubble which enclosed her. Exerting her muscles, she pushed against it, but it held firm, then began to contract. A few feet away, the Skrull merely hovered, immobile, most of his concentration apparently focused on generating the force field.

On the far side of the street, within the perimeter of barricades set up by the police during the earlier Stilt-Man battle, a shadowy figure watched from the entrance to an alleyway. Leaning out in order to see the confrontation more clearly, the figure crossed a swath of sunlight, revealing long, wavy blond hair. A female voice whispered to herself: "The Super Skrull? Interesting. Ms. Marvel could be in for quite a fight." She paused, looked around curiously. "Wait a moment... There is another force at work here-- another presence. I can... feel it."

The woman moved back into the shadows. "I don't know what's going on, but it had better not interfere with my plans. I have too much riding on Ms. Marvel to start over now." Turning, she made her way along the far end of the alley. "I'll be back, Avenger. I don't want to jeopardize things by hanging around here in the middle of what could in a few minutes become a melee, but I'm certainly not through with you yet..." She snorted a laugh. "...assuming you survive that long." She rounded a corner, facing a cul de sac, and vanished.

At that same moment, on a rooftop high above, another figure also watched the proceedings. "Super-Skrull. Interesting," the deep voice muttered. "Not what I had planned-- or expected-- but welcome nonetheless. If only I'd known-- it would have saved me all the trouble of outfitting Stilt-Man." For another moment, he watched as Ms. Marvel struggled to break free from the constricting force field, and then, with a wave of his hand, he acted.

Ms. Marvel was gasping for air that simply wasn't there; she'd fallen to her knees, as the intensely powerful force field constricted around her head. No amount of smashing with her fists had managed to sufficently weaken it; instead, it relentlessly compacted, seeking to snuff out her life.

And then, at the last moment, it vanished.

She gasped in the air, grateful for whatever had granted her a reprieve. Opening her eyes, she gasped again, and dove to the side, just as the Super Skrull's huge, muscular form sailed past her, crashing into the brick wall.

Ms. Marvel recovered quickly and leapt after the Skrull. An intense wave of revulsion washed over her; she felt an strong desire to knock the filling out of the villain. Her fists rained down on his bulky form, lightning-fast, one after the other, knocking him back into the pile of bricks and masonry each time he tried to get up.

"BAH! You are nothing more than an annoyance to me!" The Super-Skrull's blazing Thing-fists lashed out on stretched 'Mr. Fantastic' arms, smashing Ms. Marvel back and into the pavement. As she lay stunned, the big Skrull pulled himself to his feet and fired a volley of flame at her, missing her only by inches as she rolled to the side.

Ms. Marvel had no time to recover her senses and try to think of a plan. Even if time permitted, she admitted to herself that she probably wouldn't even try at this point. Sheer anger and frustration swept over her, like a thing alive. Her feelings crystalized around the form of the Super-Skrull-- she felt an intense desire to crush him, to beat him to a pulp. The feeling scared her and exhilirated her at the same time--she'd never felt it so strongly before, and it was addictive, like a drug. Fury overcoming her, she surged forward again, smashing into the Skrull with all her strength and hatred.

It helped that the Super-Skrull was not fighting "smart" any longer. His earlier, careful strategems had given way to rash attacks, based on nothing but raw power. He lashed out with flame blasts, force-field bludgeons, stretched-arm whip attacks, Thing-punches; yet each time he attacked, he expended an enormous amount of energy, and with Ms. Marvel dodging his strikes, he was succeeding only in weakening himself.

Ms. Marvel, for her part, wasn't exactly fighting smart, either. Her sudden, deep hatred for the Super-Skrull drove her to match him blow for blow, but her strikes were connecting as his missed, and slowly but surely she wore him down.

The blocked-off area of street in which they fought had been reduced to rubble; Ms. Marvel's costume was torn in places while the Skrull looked to be on his last legs, his energy fading. At that moment, a voice sounded from behind them both: Stilt-Man, having finally cleared the webbing from his armor, shot up into the air on his leg-extensions. "You forgot about me! I won't be laughed at any longer! Now that you've both worn each other out, I'll--"


Stilt-Man's oratory was cut off in mid-sentence as a double-repulsor blast slammed into him and drove him down into the crushed pavement.

Ms. Marvel whirled. "Iron Man!"

The Golden Avenger descended on his jet-boots, delivering a roundhouse punch to the still-struggling Stilt-Man, who at last lay still.

Through the police lines raced Captain America, approaching the scene of battle. "Need some help here?"

Ms. Marvel turned back to the staggering Super-Skrull. "No thanks, gentlemen. I think this problem is about to be solved--"


"--with a feminine touch!"

Ms. Marvel's fist smashed into the Super-Skrull's face, driving him back, sending him stumbling to the ground, where he lay still. The two newly-arriving Avengers glanced at one another, eyes wide.

"Nice work, Ms. M," Iron Man began. "I--"

She whirled, glaring at them. "And where were you two, when I needed help? Huh?"

They stepped back reflexively. "Wha--?"

Cap raised one hand. "Carol, what--?"

She started to berate them further, then paused. "Wait a minute. Something isn't right here. Now that I'm calmer, I can sense it again."

Cap glanced at Iron Man, who looked around, bringing his scanners on line. "I don't detect any--"

"No, not anymore," Ms. Marvel interrupted. "But my seventh sense was buzzing low-level through the entire fight with the Super-Skrull. Something was driving me, making me dislike him even more than I already did-- making me want to kill him!" She groaned. "Now my head feels like a herd of elephants just ran through it." She stared down at the Skrull's incapacitated form. "And it was affecting him, too, I think. He was being careful-- smart-- at the beginning, but then he just switched to brute force, right when he had me on the ropes."

Cap frowned. "What could have caused that?"

"I don't know," Ms. Marvel replied, looking around, her eyes moving from one rooftop and alleyway to the next, "but I plan on finding out."


A while later, as the three Avengers stood to one side, discussing the situation, a team of SHIELD agents finished loading the Super-Skrull's inert form into the back of a truck. The chief boarded the truck and steered it through the police lines. At first he followed the other truck, the one carrying Stilt-Man, but moments later he wheeled down a side alley and spoke tersely into a communicator.

"The Super-Skrull is in our custody."

The speaker crackled back a reply: "Ja, wunderbar. Bring him to der base."

In the back of the truck, the erstwhile SHIELD agents tossed their uniforms aside and pulled on the yellow outfits of Advanced Idea Mechanics-- the sinsister organization known as AIM.*

[* To see what becomes of this, read SUPER-VILLAIN TEAM-UP ANNUAL #1, still on sale -- Van]


Back near the scene of battle, a tall figure in a dark trenchcoat made his way towards Avengers Mansion. "She could sense my power," he whispered to himself. "Her hated alien physiology somehow enabled her to become aware of my presence." He stroked his chin. "No matter. She does not know who I am. That is an advantage I intend to press." He smiled to himself. "Very soon..."


Ms. Marvel followed Iron Man back to the Mansion, her thoughts running constantly over the events of the past couple of hours. "Stilt-Man. Super-Skrull. And someone else." She frowned. "I don't like it. Not at all." She descended into the courtyard, just behind Iron Man. "And Stilt-Man slipped up and said he was working for someone whose name starts with 'Ze.' Not too many candidates there." She mulled over filling in the other Avengers, in case the Masters of Evil were planning something, then decided to wait. "That's no proof. It might be someone else whose name starts with that sound. But-- who?"

Shrugging, Ms. Marvel walked into the mansion. Behind her, two separate sets of eyes, each unaware of the other, watched her carefully.