Alpha Flight Space Station, beyond the airlock, where Carol Danvers a.k.a. Captain Marvel is working on a panel on the outer of the AFSS. She thinks that this is her command post, the one place that still feels like home. She knows that they are too far out to be protected by the Board's planetary defense shield, but AFSS is the happiest place no on Earth – which is why she hasn't told her crew. 'You okay, Captain?' Dr Walter Langkowski a.k.a. Sasquatch calls out as he and Eugene Milton Judd a.k.a. Puck are a few feet below Carol, working on another part of the AFSS hull. Carol tells Sasquatch that it is looking good, she is onto the last panel. She tells Puck that they can nail and bail. 'It's time...' Carol begins. 'Hammer time?' Sasquatch asks. 'Can't touch this' Puck declares as he uses some sort of hammer power tool against the hull. Puck and Sasquatch sing together 'Oh oh oh... oh...oh oh...' and Carol sings 'Cant' touch this...' when suddenly, a voice comes in over the communicator: 'Breakitdown!'
Carol looks over to a window on the AFSS where she sees the young Kree girl, called Bean, floating around the room, chasing after jellybeans that are floating around. 'You done with breakfast yet, Bean?' Carol asks. Bean offers some sort of response as she chomps down on the sweets, while Carol asks if Chewie is still babysitting. The Flerken cat hisses as it digs its claws into the blankets on the bed. Carol wonders how that Flerken furball can have 117 offspring and zero maternal instinct. 'You mean, compared to someone who asks a space cat to babysit...a jellybean breakfast?' Puck asks. Sasquatch snorts, so Carol reminds them that the kid was almost abducted bby a shapeshifting bounty hunter, so she deserves jellybeans – not to mention Wendy is on the Comm, Brand was a the Triskelion and Aurora is still on loan to NASA. 'Got a better idea?' Carol asks. Sasquatch wants to know when they started loaning out their crew to NASA, to which Puck suggests it might have been when Captain Marvel started taking out their satellites.
'Two satellites. And as I kept saying, it was an accident' Carol declares. Bean's eyes suddenly glow, a star forms in her eyes, and Carol informs her teammates that she has a head rush, so she thinks they better grab some food. 'Let me tap in this last panel and we'll hit the airlock -' Carol begins, but blue energy radiates around her arm. Bean's eyes glow hard. 'Holy!' Carol gasps. 'Uh-oh' Bean utters, as there is a mighty BOOM and energy blasts from Carol towards the panel she was working on. Carol attempts to use her powers to undo the damage, but the resulting backfire knoccks Sasquatch and Puck through the air, and they free-fall out towards space. 'Captain?' they both call out. Carol speeds towards them as more panels on the hull break off the space station. 'Everything okay, Sir?' Wendy Kawasaki asks over the communicator. 'Uh... just tying up a few loose ends...' Carol replies as she extends a cable towards Sasquatch and Puck, latching on to them. 'Loose ends? Captain, your powers blew a fuse!' Puck exclaims. 'How?' Sasquatch asks, supposing it could have been an electrical surge. Wendy asks Captain Marvel to let her know of her ETA, informing her that her crew needs her back here, STAT. 'Pretty sure they need me right where I am, Wen...' Carol replies as she flies back over to the damaged hull, carrying the panels with her, and pulling Sasquatch and Puck behind her.
'It... seems to be some kind of union issue, Sir' Wendy explains. 'Wait, we have a union now?' Carol asks. Wendy explains that it is something about overtime. 'My crew gets overtime?' Carol enquires. 'Your TV crew, Captain. From Cap'n Marvel, your show? They're here' Wendy reveals. Carol doesn't respond. 'Like, right here...sir' Wendy declares. This gets Carol's attention, and she follows Puck and Sasquatch back to the airlock. 'That's gonna be a big negatory, Wen. No way, not today' Carol tells Wendy as she, Puck and Sasquatch move into the hatch beyond the airlock. 'Sir?' Wendy asks. 'Get rid of them. Tell them anything...' Carol urges Wendy. 'But..' Wendy protests, as the mask that Carol was wearing while out in space pulls back off her face. Sasquatch coughs and suggests to Wendy that she tell them Carol just broke the space station. Puck wheezes as he adds 'A hundred and fifty billion dollar space station...' 'I don't think...' Wendy begins, as Carol tells her to leave that last part out. 'Er, I would but...you're on speaker, Sir' Wendy announces.
'Care Bear! This is JJ. Surprised?' Jayson Jay's voice can be heard over the intercom. 'I was going with disturbed' Carol replies as she, Puck and Sasquatch make their way down a corridor. Jayson Jay explains that he heard Carol had to do space stuff today, so he brought the set to her. 'And here I thought you came all this way for that location shoot you won't stop asking about' Carol replies as she and JJ meet in the corridor ahead. 'Why not kill two birds with one future-emmy-nominated stone?' JJ asks. 'You are one selfless act of kindness after another, Jayson Jay' Carol remarks, to which JJ points at the camera and asks Carol if she could say that into the camera. Lieutenant Commander Abigail Brand and Lieutenant Wendy Kawasaki join Carol, Sasquatch and Puck as they move into a large empty room Jayson Jay and his cameraman are there, too, and so are the actors from the Cap'n Marvel TV show. 'Alpha Flight meet...<cough>...Cap'n Marvel's Alpha Flight!' Carol announces.
'I'm blond? With those big... curls?' Wendy asks, looking over at thje actress playing her, who is tweeting that she isn't really a nerd, she just plays on on TV. 'At least you're someone. Looks like I got cut...' Brand frowns. 'That li'l puke is supposed to be me?' Puck enquires, pointing at a little girl who is tweeting that the first rule of Flight Club is that there is no Flight Club. The Hero Man actor tweets that he just rode on a space elevator, and that he loves his job, while Sasquatch sighs and supposes that at least he isn't a cat, as a large green shaggy dog lies on the ground with the cast members and tweets “woof”. Chewie the Flerkencat growls at the dog, while the Cap'n Marvel actress tweets “TFW PPL think UR an IRL space cadet”.
Bean looks out the window, while Jayson Jay informs Brand that they didn't cut her – they combined her. 'Excuse me?' the unimpressed Brand asks. 'Combined characters. That green fur? On the dog? That's you!' Jayson Jay declares. 'Wow. That is... so stupid' Brand replies, but Jayson Jay announces that it isn't really, as the Lt Squatch plushy line tested off the charts. 'Huh?' Bean remarks as she notices a pod positioned outside on the side of the Alpha Flight Space Station. 'Can we speed this up?' Carol asks. 'Why? Are we interrupting something, Cap'n Marvel?' Jayson Jay asks. 'Yeah. Earth's first line of defense. But whatever' Carol replies. 'Can you say that into the camera?' Jayson responds, while Bean utters 'No...no...no moon!'
Carol and Wendy watch as Jayson Jay shouts 'And... we're rolling. The big fight scene, from the top. Action!' The Cap'n Marvel and Hero Man actors turn to face each other as bright lines shine behind them, while Bean exclaims to Carol 'No! Moon! Alpha Flight moon! First line of defense!' Carol tells her not to be scared, as it isn't real, just pretend. 'No no no it's real' Bean utters. Carol tells her to shush. 'It's real Bean. It's real' the alien girl tells Carol, grabbing her arm. Carol tells Bean to shush again, but energy radiates from Bean, along Carol's arm and pulses around Carol's fist – the energy blasts from Carols' fist, narrowly missing Wendy and Chewie, who is thrown into the air. 'Captain?' Wendy asks. 'What's happening?' Carol wonders, while Jayson Jay looks over and tells his crew to keep rolling. But more energy pulses from Carol, and more explosions follow as the energy tears up the set in the large room – and suddenly the power goes out, and AFSS is plunged into darkness.
'Something's wrong with me. I can't control my powers' Carol thinks to herself, before asking Puck if he can move them to backup power. Puck replies that he can patch into Alfie's mainframe from engineering. 'Ouch! That's my mainframe!' Sasquatch exclaims. 'What do you mean, Squatch...I haven't even moved yet?' Puck replies. The room is smoky, adding to the atmosphere as Jayson Jay tells the crew to keep rolling, as this is gold. He adds that they can light it in post-production. 'How about kiss me...' Hero Man asks. 'How about you kiss this!' Cap'n Marvel responds, kicking Hero Man. 'Line! That's not the line!' Jayson Jay exclaims. Puck reports that Alpha Flight auxiliary power is going to emergency protocol, and starts to count down. 'Stop the cameras! Something's wrong! We need to assess damages' Carol calls out but gets no response. 'Did you hear me? Shut it all down. That's an order!'
Suddenly, someone punches Carol's face. Carol spins around and sees Jayson Jay. 'JJ? Jayson, what are you doing?' she asks as she kicks him back. 'This isn't you...this isn't right...' Carol remarks amongst the smoke that wafts around her. 'The bean moon. Bean in the moon' Bean calls out to Carol, pointing out the window. 'The bean moon? You mean the moon pod? The one I found you in?' Carol asks. She finally sees what Bean has been pointing out – the strange pod outside against the AFSS hull. 'Another moon pod? At Alpha Flight? But that one's bigger, like a ship...' Carol remarks. 'Hunter moon' Bean declares. Carol suddenly realizes that the shape-shifter is here. Val turns to the Cap'n Marvel actress and the other actors, telling them that she knows the shape-shifter is here. 'Which one of you is it?' she asks. 'Is that, like, a metaphor?' the Cap'n Marvel actress asks, while Hero Man enquires as to whether the shape-shifter would be a lead role. 'Would you be open to a rising young talent?' the little girl asks. 'Guys, I need you to evacuate -' Carol tells them, while the Cap'n Marvel actress puts a hand on Carol's arm and declares 'Captain, I'm telling you, it's me. But... I feel like an imposter in my own life...'
'Technically, you're an imposter in her life...' someone calls out. Carol looks at the actress strangely and tells her that she has to leave. 'Not until you give me the part' the actress declares. 'Er, Captain? I think...we have a problem...' someone announces, but as Carol turns to them, she is slashed across her face – and Chewie the Flerken cat screeches a hideous noise, as it opens its mouth and tentacles lash out around Carol. 'Chewie!' Carol asks, holding the creature up away from her, as the creature's large mouth tries to wrap around Carol. 'No, not Chewie, something else...someone else...' Carol thinks to herself. 'Taking the shape of my Flerken cat? That shapeshifter really knows how to twist the knife' Carol decides. She manages to smack the alien off of her. It lands against a window and leers at Carol. The window suddenly cracks, and the surprised alien is sucked out into space – where it glides towards the awaiting pod, which opens as the creature enters it – and then the pod speeds away. 'Wow. He really stuck the landing' Carol points out. 'Meow' the real Chewie replies.
'Maybe not your best day, Captain' Puck points out. 'You think? Let's see. I snapped an array, breached a hull, fried a monitor bank, triggered a station-wide blackout...and beat up my alien cat. Literally'. Carol replies. 'Affirmative. I fear we've hit max fubar' Puck tells Carol, who is holding some equipment in her hand. Bean is at her side, as is Chewie, who licks a paw. Brand sits in a chair and telsl the others that, on the bright side, they may have just witnessed the series finale of Cap'n Marvel, seeing as the cast seems to have mutinied. 'RIP' Sasquatch comments as he helps Wendy Kawasaki up to her feet. 'Bright side? That stupid show was supposed to pay for our budget, remember?' she tells the others. 'We all know that it's not just the shape shifter, or even the show. It's me – and it's bad. I've been losing control of my powers all day now...' Carol tells the others. 'Bad moon!' Bean exclaims, hugging Carol. Carol crushes the equipment she was holding in her hands, and closes her eyes, 'Oh no... is it you, kid?' she wonders.
Carol asks Wendy if the results are back from Bean's DNA sample, and holding the readings, Wendy reports that they are now. Sasquatch sits on a chair nearby while Brand stands away from the others, arms folded. Bean sits slumped over on the floor, while Chewie sits at the top of some stairs and Puck stands towards Captain Marvel and Wendy. Carol reminds herself that she and Bean are both part Kree, and wonders if there is a scientific explanation that connects Bean to Carol's power surge. Wendy informs Captain Marvel that the results are inconclusive. 'What does that mean?' Carol asks. 'Without conclusion, Sir' Wendy replies. Carol is lost for words as she stares at Wendy, who tells her that not all neds are blonde and not all technical officers can't joke. 'Joke? That was the best you could do?' Puck asks.
Captain Marvel gazes out into space and asks 'The Triskelion's genetic toolset is a fairly blunt instrument, right? I mean, we use it for what, tracking identities, solving major crimes...?' to which Wendy confirms that is true for basic fieldwork. 'So, think. Where might we find a better...instrument?' Carol asks. Wendy doesn't answer, so Carol closes her eyes and tells her to say it, whatever it is. 'I'd have said Stark Industries but...sorry, Sir' Wendy replies. Carol realizes that is karma. Tony Stark would have had what they needed. He would have had a guy, ot known a guy, or had a guy who knew a guy. She thinks that Tony Stark's ego was so huge that you couldn't let on you were listening, but that didn't mean you didn't listen – until Carol had to go and shut him down and shut him up – maybe for good. 'But what would you have said, Tony? What would you have known that we don't know?' Her mask folds forward around her eyes, 'Of course!' Carol exclaims as an image of Antarctic permafrost appears on her viewscreen.
'Are you serious, Captain?' Brand asks as Carol flies through space and down towards the Antarctic. 'Yep. If I'm right, the answer we need is waiting somewhere in Antarctica' Carol announces. Brand asks Carol if that is her big plan – heading to the Antarctic permafrost to get Bean's DNA read by some glacier-hugging retro-virologist who used to work for Tony Stark? 'Pretty much' Carol answers. Brand points out that it isn't much of a plan, so Carol asks her if she has a better one. Wendy asks Captain Marvel if she has coordinates for wherever this old Stark lab is supposed to be, to which Carol replies that she doesn't, but that she has this snazzy half-a-million buck party hat on, which is on loan from their pals at the Air Force. She tells Wendy to keep an eye on Bean.
Carol arrives in the Antarctic and soars between icebergs. She uses her mask to scan for heat signatures, and reports that it looks like there is something hiding inside the glacial crevasse. 'How come when you need a good retro-virologist, they're never hanging out on a beach or something...' Carol mutters. 'Because it's a trick question, Captain. Nobody ever needs a retro-virologist?' Wendy replies. 'Wrong answer. I'm going in' Carol declares, telling Wendy and Brand that she will see them on the other side as she drops down beneath the ice. 'We've lost her' Brand reports as she and Wendy are at the work station while Bean still sits huddled over nearby.
As Carol drops down beneath the ice, she realizes that her comm is not working, and puts it down to a polar radiation spike. Suddenly, a computer recording announces 'Perimeter breach' and there is a loud rumbling as the ice around Carol begins to collapse in – and buries her!