Time: sometime in the not so distant past. Place: somewhere over eastern Russia.
Flying a plane over a speeding train, Carol Danvers notices that Ben (Grimm) and Logan are trapped on the prison train and that guards are running up from the rear. She then determines that, with the flaps fully extended, she should be able to make a pass at less than 80 mph without stalling. With the train going around 60 mph, that means she’ll be passing them at a relative speed of 20 mph. That should be slow enough for them to grab on.
On the train, Logan tells Ben that it’s a piece of cake. Grimm will grab one ski, and he will grab the other. Grimm tells him that grabbin’ on ain’t the worry; the trick is gonna be stayin’ on. As they each grab hold of the plane’s skis, Logan tells Grimm to think positive thoughts. While they are being shot at by the guards, Grimm asks positive thoughts? What good is that going to do? Logan tells him that it sure helped that li’l choo-choo train get up the hill in that kiddie book.
Once the plane gets further airborne, Grimm holds tightly onto the ski and mentions to Logan that using two hands might be better than positive thinkin’. Logan informs him that he ain’t lettin’ go of the box he’s holding; it’s what this mission is all about. Grimm begins to tell him that he can’t fault his dedication to duty but… Just then, exclaims “holy smoke” when he sees the flying wing bomber ahead of them that they flew in on. He mentions that they must be flying it to a research center to suss out all its secrets. Grimm then calls out to Carol to pull up, they’re gonna hit it.
At the Russian airfield, Colonel Malenky asks Natalia Shostakova where she thinks she’s going. Preparing to enter an airplane, Shostakova informs him that she’s going to chase the female American agent who stole the YAK observation plane. She then asks him why it is a concern of his. Malenky informs her that it’s his concern because it is another example of the K.G.B.’s failure to maintain base security. That is why he, as ranking commander of the local G.R.U. detachment, is taking command of the whole operation. The brilliant plan to disperse the heart of the Red Storm project for safekeeping was his plan, after all. Getting in the plane, Shostakova tells Malenky to have it his way; she has a job to do. As she takes off Malenky yells at her to come back here and calls her a traitor.
Up in the air, Carol Danvers’ plane gets caught in the bombers back draft and is knocked for a loop. When it does, Grimm holds on tight with both hands and tells Carol that was cuttin’ it close. Losing his grip for a moment, Logan tells her too close as far as he’s concerned. As Grimm makes his way up closer to the cockpit, Carol asks him what happened to Logan. Grimm tells her that he lost his grip on the oleo strut and that he’s hangin’ on to the edge of the ski with his fingertips. Holding onto the ski, Logan says he thinks he c-c-c…
Carol mentions to Grimm that there’s only one way to save Logan, he just hopes he gets the idea. After a tight turn by Carol, Logan loses his grip due to the g-force and falls from the plane. As he does, Carol says that she sure hopes she aimed that just right. Grimm adds that he’s sure Logan is hopin’ that more than her.
Plummeting from the plane, Logan lands on top of the bomber. When he does, he mentions that Carol Danvers is a pistol and a firecracker. Once he grabs hold, the Russian agents inside the bomber recognize that they are being boarded by capitalist air pirates. The co-pilot remarks that he’ll take care of him and pulls out his gun. As he is being shot at, Logan dodges it and tells the agents that’s no way to be. From afar, Grimm informs Carol that Logan is still carrying the mystery box that they were supposed to snag and bring back. Carol replies that they had better go back and get him then. As they do, Logan tosses the box he’s carrying through the cockpit window, knocking out the shooter and proceeds to enter the plane. When he does, the pilot turns tail, runs off, and leaps out of the plane via parachute. As he runs off, Logan calls out to him to get back there, he’s gotta turn this crate around.
From their aircraft, Carol exclaims to Grimm that the pilot just bailed out. Dollars to donuts he didn’t switch on the auto-pilot before he jumped. Grimm tells her that she’s gotta get him on that bomber or else Logan’s gonna auger in for sure. Carol tells him to get ready; she’s going to match up their speed to the flying wing and get as close as she can.
Just then, they are shot at by Russian stealth fighters. When Carol remarks that it must be that female K.G.B. agent, Grimm remarks that she’s as deadly as a black widow spider. Carol then tells Grimm to hang on. She’s going to show the jerks what aerobatics is all about as she begins to dodge the fighter’s gunfire.
Inside the bomber, as it turns in circles since there is no pilot, Logan grabs the controls and mentions that he has to get this flyin’ boomerang straightened out before it goes straight to crash and burn city. He sure wishes he knew what the heck he was doin’. At that moment, the agent with the gun wakes up. After knocking the gun out of his hand, Logan says to him that he’s not so cocky without his gun. When the agent leaps out of the aircraft, Logan tells him that’s right – take the easy way out.
Hanging onto the plane, Grimm informs Carol that there’s no way she can outmaneuver these guys with him hanging on and increasing her drag. She has to take a run past the bomber and let him try to jump on it. Carol tells him that it’s his call.
In the bomber, Logan continues to attempt to take control. While he does, he mentions how hard can it be to control one o’ these things. They let Jimmy Stewart fly one and he’s a guy who talked to invisible rabbits. Making their way to the bomber, Carol tells Grimm that she can’t slow down to match the speed; he’s going to have to attempt this on the fly. Leaping off the plane and onto the bomber, Grimm remarks that at least it’s a big target. Holding on, he says he made it. Now as long as the rivets he’s holding onto hold…
Upon seeing Carol’s plane flying in front of him, Logan wonders where Ben is. Wasn’t he hangin’ on to the fuselage? He sure hopes all that jinkin’ an’ weavin’ didn’t dislodge him from….
At that moment, Ben loses his grip on the bomber and begins to roll. Logan notices this and before he can fall off the plane, Logan punches out a window and grabs him at the last moment. In the air, Shostakova orders her wingman Rostikov to go after the bomber. Inside the bomber, Logan asks Grimm howsabout some evasive maneuvers. Grimm tells him not likely. That’s like trying to steer the Queen Mary through the slalom. Seeing her teammates under fire, Carol tells them to hang tough; she’ll do what she can to get them off their tail. With that, Carol flies her plane between the attacking ship and the bomber.
Upon seeing Carol’s maneuvers, Shostakova tells Rostikov that the YAK has no guns and to ignore her and continue his attack on the bomber. As she begins to concentrate on the YAK, Shostakova knows that it has a tighter turning radius than she does. Turning his attention back towards the bomber, Rostikov makes a beeline directly towards it. Carol knows that if she doesn’t do something quick, Ben and Logan will be goners.
As Rostikov commences his strafing run on the bomber, Carol rams her skis into Rostikov’s plane, taking him out. Logan notices that and exclaims she did it, she waxed him. Ben adds that she busted up the YAK doing it. Carol knows she’s on fire, has no landing gear, and has no parachute – this does not bode well. As she begins to crash, Ben immediately goes into a power dive. It’s the only way he knows to try and save Carol.
Turning the bomber upside down, Logan reaches out for Carol’s hand and tells her that she’s gotta reach for it. Reaching up at the last moment and grabbing Logan’s hand, Carol is freed from her burning plane before it crashes to the ground and explodes. Once Carol is safely on the bomber, Logan informs Grimm to point the bomber at Nellis AFB and firewall the throttles. Grimm tells him that he’s forgetting the other stealth fighter. Too bad they don’t have another YAK to throw at it.
From her plane, Shostakova remarks that the valor of the American woman and the subsequent heroics of her friends were quite impressive but she can’t let that hinder her duty to the Rodina.
At the Russian airfield, Berenski, the Inspector General from the Central Committee arrives and asks Colonel Malenky who is in charge of this intelligence operation. When Malenky replies that he has appropriated full command there in light of the egregious misconduct of…
Berenski cuts him off and asks him if he was the one who ordered the Red Storm project to be taken away on the train. Malenky replies that was completely his idea. At that moment, Berenski orders his troops to arrest this clod and have him thrown into the deepest dungeon of the Lubyanka. The American adventurist bandits have hijacked the train and spirited the metal out of the country.
Up in the sky, Shostakova follows the bomber and prepares to shoot it down. As she does, she mentions that it is truly unfortunate that such real heroes must perish and utter swine like Malenky can flourish. Grimm mentions to his teammates that she’s closing in for the kill and there’s no gettin’ outta this one.
On the ground, Berenski asks one of his agents where the official K.G.B. case officer, Natalia Shostakova, is. The agent replies that she is up on a mission in a stealth fighter. Berenksi informs him to recall her at once; she is now in charge of this mess. With that, the agent orders Shostakova to return to base immediately. Shostakova begins to tell him that she is… The agent informs her that this is a direct order from the Inspector General. Upon hearing that, Shostakova breaks off the attack and heads back to the Russian airfield.
As she passes the bomber, Shostakova waves to Carol, Ben, and Logan. Logan mentions that there’s somethin’ familiar about her but that’s impossible, right?
Making their way back towards Nellis AFB, Carol asks Ben and Logan if they think they’ll ever know what this mission was really about. Logan asks her what does she mean “was about?” They’re not through yet… When Ben remarks that he’s gotta be kiddin’ him, Logan asks does it look like he’s kiddin?’ Ben exclaims no, no way! He’s goin’ home now – mission accomplished. Logan replies that if he thought phase one was rough, what’ll he gets a load of phase two.
Ben states that tears it, he’s said it before and he’ll say it again – it’s clobberin’ time! Carol calls out no and the next sounds that are heard as the bomber flies off are those of Ben and Logan beginning to fight.