It is mid-day in Manhattan and a daring armed robbery of the Third National Bank has turned ugly as the gunmen fire on the security guards who are trying to foil their heist. As they make their way to their getaway car, a never-before-seen super-heroine soars in from above and interrupts their attempt at escape. The pair of startled robbers looks up as the woman warrior flies in and punches them with superhuman strength.
Their cohorts in the getaway car see this and try to flee but the mystery woman grabs the car and hefts it into the air before slamming it forcefully into the pavement. The two criminals inside are launched into the air.
As a fifth gunman aims his rifle at our heroine, her “seventh sense” kicks in and alerts her of his intent. She turns and deftly kicks the man before he has a chance to fire his weapon. This sends him careening through the window of the bank. The gathering crowd is amazed at this display of power as New York’s newest heroine easily defeats five armed thieves in a matter of moments. A little girl says to her mommy that she wants to be just like her when she grows up.
Inside the bank, the notorious Scorpion slips out of the vault with a large sum of money. As he tries to slip silently away, a security guard steps out and levels his pistol at the villain ordering him to freeze. The guard recognizes the Scorpion who swiftly subdues the man with a single flick of his powerful tail. As he slips out the back into the alleyway, the Scorpion commends himself on his clever plan to use the thugs as a distraction while he stole the money he needed for his “master plan”. He notes mentally that he now must head to Professor Korman’s lab for the next phase of this plan.
The crowd outside is in disbelief and one woman suggests that it was all a staged publicity stunt. As police arrive, the mystery heroine takes to the sky declaring that she has business elsewhere.
An hour later, J. Jonah Jameson shows footage of the mystery heroine to Ms. Carol Danvers. Jameson has just offered Carol a position as editor of WOMAN magazine, a publication of the Daily Bugle’s publishing division. Sales on WOMAN have been lagging and Jameson’s hope is that Danvers can save it and turn a profit using her journalistic skills to craft an expose on this new heroine.
Jameson wants WOMAN magazine to deal with things that are useful for women, like recipes, new diets and articles on fashion. Playing along with Jameson’s line of thinking, Carol asks how this new heroine fits into his plan for the publication. He tells her that he hates super-heroes. Seeing where this is going, Carol asks about salary. This throws Jameson a bit. Carol states that while she’s only been writing a short time she has developed a reputation in the field and reps cost money. Jameson suggests a salary of twenty thousand and Carol insists on thirty. The two go back and forth with Carol refusing to budge. Jameson grouses but agrees saying that he can’t argue money with a woman. Before leaving Jameson’s office, Carol clarifies two things: first, it’s Ms. Carol Danvers and second, he can forget recipes and diet plans. She plans on editing WOMAN magazine her way.
As Carol leaves, she is spotted by Mary Jane Watson who recognizes her from an article Carol had written for Rolling Stone. With her is her boyfriend, Peter Parker. Mary Jane introduces them and Carol recognizes Peter’s name from a photography award he received. Mary Jane asks if she can talk with Carol for a bit and excitedly introduces herself to the fledgling editor.
Elsewhere, the Scorpion makes his way into the secret laboratory of Professor Kerwin Korman inside a New York brownstone. As he enters, he deftly avoids the lab’s defenses and booby traps and notes that soon the whole thing will belong to him. The Scorpion gives Korman two hundred thousand dollars and Korman gives him the key to the lab stating that this money will help fund his retirement. Korman notes that he has grown tired of developing weapons for the likes of Hydra. He wishes the Scorpion well in his endeavors and pauses for a moment as the Scorpion rants about how he will make good use of this lab but will only need to use it once.
Carol and Mary Jane arrive at her Central Park penthouse where the doorman delivers a message for Carol from her friend, Dr. Mike Barnett. The two women head upstairs and Carol explains that she can afford this posh pad due to the royalties from her successful tell-all novel about the inner workings of the space industry.
MJ remembers reading about Carol’s time as head of security and run-ins with Captain Marvel in the newspaper. MJ asks why she left all that to become a writer. Carol explains that she had to because her inability to capture Capt. Marvel ruined her career in the security field. So she opted to go back to her first love: writing.
As Carol tells her story she is suddenly overwhelmed by a migraine headache. She tells a concerned MJ that they’ve been bothering her since coming to New York and politely asks MJ to leave. Mary Jane is concerned and a bit mystified by Carol’s sudden dismissal since Carol seemed so composed and together. As MJ leaves, Carol staggers into her bedroom and collapses on the bed.
Across town, J. Jonah Jameson’s ire has turned against his chauffeur who is late picking him up. Jameson is attacked from behind by the Scorpion who subdues him with a single strike from his tail. The Scorpion grabs Jameson and scales a nearby building declaring loudly that vengeance will soon be his. Thoughts of revenge and murder fill Gargan’s mind as he recalls Jameson’s role in his transformation into the Scorpion.
At that exact moment, our mystery heroine streaks across the sky towards the Daily Bugle. She caught a glimpse of Jameson’s abduction but was too late to save him. At the Bugle, she feels a sudden sense of déjà vu instead of receive stronger premonitions regarding Jameson’s whereabouts. City editor, Joe “Robbie” Robertson introduces himself and asks her name. She’s surprised to realize that she doesn’t know it and isn’t sure she even has one! She then has a vision of where the Scorpion is headed with Jameson and quickly departs just as police are arriving to question her.
At the Scorpion’s lair, the villain has suspended Jameson over a vat of swirling chemicals. Jameson is bewildered at this treatment believing that he had offered Gargan money, power and fame. The Scorpion explains that he blames Jameson for making him what he is and tells him that the costume which gives him his power doesn’t come off and has made him a freak! He recounts how he was just a private eye until Jameson paid him to undergo an experimental process resulting in the birth of the Scorpion! The Scorpion rants about how he can no longer feel the sun on his skin or feel or even love because of the suit. He then activates a device that begins to slowly, agonizingly lower Jameson into the vat of acid waiting below him.
Our amnesiac heroine arrives on the doorstep of the Scorpion’s new lair and makes her way up the steps. She senses the dangerous traps ahead and knows that she’ll need her Kree-born skills to evade them. She stops in her tracks, confused by these thoughts since she’d presumed herself to be from Earth. Her reflection is interrupted by a laser trap and she focuses back on the task before her. She reacts quickly and rips a door from its hinges to act as a shield. Ahead of her, a metal door falls to block her entrance but she deftly flies beneath it. A trapdoor in the floor is easily overcome as she soars out of the pit that opens beneath her. With these obstacles overcome, she frantically searches for Jameson.
She succeeds in reaching the lab where Jameson is trapped and the Scorpion asks, “Who on Earth are you?” As she soars in and slugs the Scorpion, she tells him that’s a better question than he knows. Jameson screams for help and the super-heroine can’t help but ask what happened to his anti-superhero agenda. As she gets close enough to help, the Scorpion throws a large hunk of machinery that strikes her squarely in the chest. As she’s struck, she realizes that she recognized Jameson and was distracted by this latest moment of déjà vu. As she crashes to the ground, the Scorpion demands to know who she is and why she’s dressed like Captain Marvel.
He strikes at her with his tail and she dodges it. He calls her an acrobat but she tells him these are the moves of a Kree soldier. His comment jogged her memory a bit and she recalls that her powers come from the Kree race and are the powers of a warrior born. She kicks him in the face and follows up with a punch to the jaw which sends him flying into a bank of machinery. He tells her that she’s crazy and isn’t Kree since she doesn’t even have an accent. Using his tail, he breaks off a piece of heavy machinery and hurls it right at her. She declares that she’s not a Kree as she smashes the machinery with a single punch. She admits that she doesn’t know how she got her powers but she knows that they’re derived from the Kree and that alongside them she has a case of total amnesia! The Scorpion says he doesn’t believe her and pounces on her. She catches him by the tail and confesses that she’s been too busy fighting bad guys to give it much thought. She swings him around and hurls him straight into the vat of acid intended for J. Jonah Jameson.
The acid still burns through his protective suit and the Scorpion flees amidst a pain-induced rage. Jameson demands that the woman get him down immediately. The woman says that she’s given it some thought and decided that he can call her… Ms. Marvel! She explains that her costume ties her to Captain Marvel in a way she doesn’t yet understand but until she does, she’ll need a name and this one suits her as well as any.
She breaks the pole that Jameson was dangling from and flies him safely to the ground below. His hands are still bound by heavy shackles however. He tells her she’s crazy and she says that that’s among the things that she has to find out about herself. She tells Jameson to not judge her too quickly until she’s had the chance to discover exactly who she is. As she leaves, Jameson asks what she’s going to do about his hands which are still bound in heavy metal gauntlets. Ms. Marvel simply smiles and flies away.
The next day, Jameson is furious and orders Carol Danvers to get to work on the expose of Ms. Marvel. Carol admits that Ms. Marvel is an even bigger mystery than Spider-Man and Jameson gets even angrier insisting she never speak that name in his presence again. Carol wonders what has gotten J. Jonah so riled up as she returns to her office. She finds that she enjoys working there and that Jonah’s ranting is the only downside of her new role. Carol thinks to herself that when Jameson said the name Ms. Marvel it felt as if someone stepped on her grave. She is worried about her recent bout of blackouts and wonders who is the greater enigma, her or Ms. Marvel… completely unaware that they are one and the same!