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!

MOONSTONE (Dr. Karla Sofen):
Brilliant psychiatrist Karla Sofen gained super-powers through contact with a mysterious "moonstone". Since then, she has used her superhuman abilities and keen insight into the human psyche as a super-villain. In the past, she has been one of the Avengers' most notorious enemies as one of the Masters of Evil. Recently, a handful of the Masters attempted to dupe the world into believing they were a new team of heroes, the Thunderbolts! When their plot to dominate the world was revealed, the Thunderbolts opposed their leader, Baron Zemo and decided to truly become heroes. Moonstone has joined them and is currently plotting her next move!

Ms. Marvel defeated the Living Laser in Avengers Mansion, but she told Captain America that she suspected more was going on than met the eye.
Meanwhile, two shadowy figures have been watching her-- one a blonde woman, the other a mysterious male.

Ms. MARVEL #27
by Van Plexico
A Thin Line Between Love and Hate!

"That's IT, Moonstone! I've had ENOUGH!"

Ms. Marvel pulled herself to her feet, wiping absently at the small trickle of blood-- blood!-- running down her jaw, from her lip.

Moonstone crouched, waiting, ready. Her metallic costume bore testimony to the violence of her first clash, seconds earlier, with the Fighting Fury. She glared back at Ms. Marvel, eyes narrow.

In an instant, they had clashed once again. Ms. Marvel surged forward, lashing out, her gloved fist homing in unerringly toward Moonstone's chin. The two shapely female forms collided savagely, bodies twisting together as they tumbled head over heels across the floor, hands at one another's throat.

They exchanged punches once more, even as they rolled about. Carol sought to pull away, to gain some distance to prepare another attack, but Moonstone would not allow it; the golden-clad villainess kept the fighting close, kicking and punching and occasionally striking with a burst of energy. Carol endured the onslaught and returned in kind, and slowly began to think that this fight could go on forever, with neither of them ever able to gain the upper hand.

But that wouldn't cut it. Because, even as the two blonde powerhouses battled, mere yards away, in the next chamber, Captain America drew ever closer to death. Death at the hands of a hate-filled and heavily-armed mob, a mob wishing nothing more than to slay the star-spangled Avenger with their bare hands.

Carol Danvers fought on in a sort of autopilot mode, then, as her mind searched back, over the events of the past few days-- the events that had led her to this point…



"I think you were right, after all, Carol," Captain America said softly. "Going out in costume was the right call."

Captain America and Ms. Marvel sat at a private table in one of New York City's finer restaurants, one of the few that didn't object too strenuously to super-heroes dropping in. The menus lay open before them, but neither had glanced at the pages yet. They were still eyeing the tables around them, both of them somewhat surprised-- and relieved-- that little in the way of a fuss had been raised by their arrival. Cap had objected to going out in costume, at first, because he'd felt certain they'd get no peace from fans, critics, and other rubberneckers. But Carol had done her homework, found a restaurant where not only the food was good, but the usual clientelle would take their visit in stride.

"It just goes to reason, Steve," she replied, "that if we're going to be seen together, then better it be as two known associates, than as two civilians. Because if we're spotted as civilians by someone who knows one of us, they could put two and two together, and…"

Cap nodded. "Right." He lifted the menu, scanned over it. "I have to admit," he said quietly, glancing back at her, "I was somewhat startled when you… asked me out."

Carol smiled. "You didn't think I was attracted to you?"

Cap pursed his lips. "I didn't think about it, one way or the other, to be honest," he replied.

Carol considered. This was the one man who could say something like that without giving any sort of offense. He was Captain America. He thought about bigger issues, larger ideals. If he hadn't considered that she might like him, then he simply hadn't given it any thought. Satisfied, she smiled again.

"To be honest," Cap continued, "my reaction probably came from the fact that I grew up in another era. Back then, women rarely came across as… boldly… as you."

At this, Ms. Marvel couldn't resist a laugh. "Well, hey, I'm supposed to be the poster girl for women's lib, right? What else was I to do?"

This time they both laughed. Carol turned her attention to the menu. "So-- what to eat? For our first date, it should be something memorable--"

And of course it was at that point that the waiter rushed them, brandishing a butcher knife.

Cap caught the movement out of the corner of his eye, and instinctively raised his shield arm. The shield, however, rested on the floor, leaning against the table leg. Recovering his control instantly, Cap caught the waiter's arm and used a judo move to throw the man over the table and across the floor.

Captain America and Ms. Marvel were both on their feet now, scanning around, seeing the other patrons fleeing in shock from the waiter with the knife. After making certain the civilians were safely out of the dining room, Cap strode forward, confronting the man with the knife. "Alright, buddy. That's enough. Drop the knife and--"

The waiter screamed in anger and lunged forward again. Before Cap could execute his own move, Carol had already moved forward, catching the man in mid-leap, smashing him to the floor. Before anyone could blink, Carol had the knife wrenched out of his hand and her foot planted firmly on his back, pressing him to the floor.

"Nice work," Cap started to say-- but then, of course, he saw the entire kitchen staff, as well as the customers who had fled moments earlier, all rushing back into the room, armed with whatever knives and utensils they'd been able to grab, teeth bared, their eyes filled with hate.



Ms. Marvel wrestled away from Moonstone and backhanded her, gaining just enough separation to take a deep breath and then strike out again, her fist smacking the villainess roughly across the cheek. Moonstone gritted her teeth and struck back, savagely, sending Carol to her knees.

"This is it, Danvers!" Moonstone grinned evilly as she moved in again.

Ms. Marvel struggled to rise, blinking in surprise. "'Danvers--?' You said--?"

"That's right-- I know who you are! But you know what? I don't care! Don't care at all! All I want to do now-- is beat you into a little, blonde pulp!"

Something was nagging at Carol's mind, though she found it increasingly difficult to concentrate. This isn't like Moonstone, she thought to herself. She's a schemer, a manipulator. She lives for useful bits of psychological insight that she can turn against her enemies. She wouldn't just casually toss something like that away, and resort to physical violence. She's behaving irrationally-- even for her!

But something else was bothering Carol, just out of reach of her thoughts…

Moonstone's fist brought Ms. Marvel back to reality. "Daydream all you want, Danvers-- it's only making my job easier!" The lithe blonde leered at her. "I'm going to beat you to a pulp! Do you understand me? A PULP!"

Ms. Marvel backed away, on the defensive, knowing that something wasn't right here. "Someone's manipulating you, Moonstone! Can't you tell?"

"Don't try to distract me," Moonstone hissed back. "You can't get into my head! I'm a psychiatrist, remember? And you-- if anyone's ever needed a psychiatrist, it's YOU!" Moonstone raised a balled fist. "Here-- LET ME PRESCRIBE SOME HELP FOR YOU!"




Cap and Ms. Marvel had been forced to fight much more cautiously than either would have liked. They instinctively knew-- understood, from their years of experience-- that something was controlling these people. Why else would random diners and waiters and chefs suddenly attack them, with a single-minded sense of purpose and hatred? So they fought, and tried not to seriously hurt anyone; and the attackers fought, and tried to kill.

By the time the diners from other rooms of the restaurant, as well as people from the street outside, began to fill the ranks with reinforcements, Cap and Ms. Marvel knew the battle could not be won here. They'd fled, Ms. Marvel blasting through a wall-- the only wall they could reach. On the other side, they'd found themselves in a darkened room. Before they could react, gas had sprayed into their faces, and they'd fallen, unconscious. The next thing Carol Danvers knew, she was facing a maddened Moonstone, and Cap was holding off yet another army of killers.

Which brings us back around to the present:


Carol reeled back from the vicious blow, staggering.

Moonstone pressed forward. "Actually, here's a second opinion. All I care about right now is seeing you DEAD!" She unleashed a blast of energy, a blast that Ms. Marvel only narrowly avoided, flinging herself backwards and away. Maddened, furious, Moonstone twisted her voluptuous form about, her long blonde hair streaming behind her as she launched herself into the air and hurled herself toward Carol.

Ms. Marvel did likewise. They barreled towards one another


The two women clashed, hard. Both dropped to the floor, reeling.

Carol recovered first. She lunged at Moonstone, and the two women again crashed to the floor, first one, then the other on top, pummeling the other with blows. Carol's sash was stripped off; Moonstone's golden armor shattered in places and fell away. Within moments, the two women stood glaring at one another, their tough hides intact but their somewhat less impervious costumes in tatters. They were both nearly naked, now, but neither seemed to notice, or to care. All that occupied both their minds was the utter annihilation of the other.

Moonstone lashed out with a blast, but Carol, summoning her deepest reserves of strength, ducked under it and caught the villainess with a savage uppercut. As Moonstone reeled back, Carol swung a roundhouse punch that laid the Thunderbolt out on the floor. Before Moonstone could recover, Carol was upon her, both fists smashing repeatedly into her face.

"Ms. Marvel!" Came a shout, from somewhere

Moonstone's facemask had long since shattered and fallen away; only Karla's unprotected face absorbed the blows now. Blood splattered from her lip and her nose. One eye swelled. Still, Carol attacked.

"Ms. Marvel! CAROL!!"

The voice-- the shout-- finally penetrated Ms. Marvel's brain. She hesitated, just long enough to look around.

It was Captain America, who had made it halfway into the room, only to be buried beneath a sea of attackers. His arms and legs pinned within the mass of humanity, Cap nonetheless had his head turned so that he could see the two battling women, and was shouting, again:


The buzzing in Ms. Marvel's head continued, but she fought to regain at least some of her senses. She looked down, and saw a strange sight: Moonstone, nearly unconscious-- or nearly dead!-- and nearly naked, too-- lying beneath her. The woman's face was bruised, bloody, and swollen; and now that Carol thought about it-- or was able to think about it-- her own face felt as if it must look fairly similar.

"What-- what am I doing?" she whispered.

Moonstone could only moan in response.

Carol's thoughts cleared a tad more. Things began to make sense. Something in her head clicked, then. "It's hate, don't you get it, Moonstone? HATE!"

Moonstone's head was buzzing, both from the beating and from… something else. "Whu-- what?"

Ms. Marvel gazed into the shadows. "He's there-- in the darkness. Filling us-- both of us, as well as that crowd that wants to kill Cap-- with hate!"

Moonstone, still mostly insensate, peered dizzily into the shadows. "Wha--? Hate?" She pulled herself unsteadily to her feet.

Ms. Marvel pointed. "THERE!"

And from the shadows, a figure emerged. He was clad head to toe in dark robes, and a black, pointed hood covered his head, revealing only glinting, darting eyes.

"The Hate Monger!" Carol grimaced in revulsion.

"Ahh ahh-- not quite," the dark figure replied. "I am called… XENOCIDE!" He gestured at the two women. "I bring you the gift of xenophobia! Fear the different, the unknown. Destroy it!"

The power seized Ms. Marvel's and Moonstone's minds again, and they glared at one another, murderous thoughts dancing in their minds. But Carol shook her head, hard, and turned back to Xenocide. "NO! You won't do this to me again!"

Before the dark-robed figure could react, Ms. Marvel leapt towards him, punching him in the jaw. He stumbled back, the hood falling from his head.

"No." Ms. Marvel stared at his face, unbelieving. "No way."

Karla regained enough control over herself to look as well. She gasped. "It can't be!"

The face of Adolph Hitler glared back at them.

Ms. Marvel shook her head. "No…"

And the man with Hitler's face screamed one word, the sound echoing in Carol's and Karla's heads:


Ms. Marvel vs Moonstone!