In their secret headquarters under a New York City department store, AIM agents confer with Prof. Kerwin Korman who has brought them film footage of Ms. Marvel’s battle with the Scorpion. Korman advocates capturing Ms. Marvel…dead or alive.
His AIM liaison disagrees stating AIM’s preference for taking her alive for more thorough study. Korman warns them not to underestimate the woman warrior, stating the extent of her powers. He offers to capture her and the AIM agent warns him not to be motivated by a desire for retribution for the destruction of his lab. Korman states that he has no such motive since he had already sold the lab to the Scorpion to help finance his own criminal career as the Destructor.
The AIM agent reiterates that they want her alive so she can explain the design of her costume, which their x-ray photos reveal to be the source of her powers of flight. AIM is bewildered by this advanced technology and determined to have it for themselves.
Korman asks if his price for hunting down Ms. Marvel is acceptable and AIM states that he is unproven and Ms. Marvel has already bested the Scorpion. At that moment, agents wheel in the unconscious form of Mac Gargan. They wonder how Korman will succeed and he dons his helmet and unleashes a destructive blast of tachyon energy as a demonstration of his might.
In her office at the Daily Bugle, Carol Danvers is working overtime on WOMAN magazine. Her efforts are interrupted by the arrival of Mary Jane Watson, who informs her that the rest of her staff has left for the evening and wonders why she’s working so late. MJ shares that her friend, Peter Parker is in a meeting with J. Jonah Jameson and so Carol invites MJ to join her for dinner.
The two women walk to a nearby restaurant and Carol tells MJ that after a day listening to Jameson’s views on women, chatting with her is cathartic. MJ expresses her admiration for Carol who seems to have it so together. Carol assures MJ that once she knows what she wants from life, she’s confident that nothing will stop the feisty redhead. Carol assures her that she’ll find herself.
MJ asks how Carol managed to find herself. Carol admits that she isn’t sure that she has yet but recounts how she got to where she is now. She touches briefly on her NASA career and recaps her relationship to Captain Marvel and how she ended up a pawn in his struggle against Yon-Rogg. She emphasizes that she doesn’t want to be a pawn ever again. As she explains that the end of her security career is what led her to pursue writing, she is once more overcome by an intense headache. She excuses herself quickly and takes a cab back to her penthouse. She ends up passing out in the taxi.
At that moment, the newly-christened Destructor travels to Florida. He talks to himself, expounding on how he has studied Ms. Marcel since her debut in this area of Florida weeks earlier. He is also aware of the connection that this place has to Captain Mar-Vell and that the cave where Ms. Marvel first appeared is also where Mar-Vell fought his final battle against Yon-Rogg. Korman’s energy detector indicates intense levels of atomic energy were released there. He concludes that some of the power unleashed during this clash now belongs to Ms. Marvel and vows that it will all soon be his!
At the AIM facility, technicians review the data regarding the Scorpion’s recovery and marvel at how rapidly he is healing. They worry that they won’t be able to control him for much longer. Right on cue, the Scorpion crashes through a door crying out in pain. He attacks the AIM agents demanding that they make the pain stop. They are quickly scattered by his attacks, despite superior numbers. The Scorpion flees as his memory of what happened during his battle with Ms. Marvel return. He climbs an elevator shaft and emerges in the department store under which AIM’s base is hidden. He is confronted by two security guards but quickly overpowers them.
As the Scorpion flees into the city, the AIM agents worry that if he finds Ms. Marvel before the Destructor does, there may not be much left of the woman warrior or the Scorpion for them to study.
At her penthouse, Carol wakes in her bed and cannot recall how she got there. She worries that she is losing her mind due to the pressure of the last several weeks and goes to her friend and psychologist Michael Barnett for help. Dr. Barnett can see how panicked and desperate Carol is when she arrives and quickly reschedules his current appointment to help her out.
Carol explains her problem and Michael opts to use hypnosis to calm Carol down and explore her subconscious. Under hypnosis, she once again recounts the battle between Mar-Vell and Yon-Rogg. She remembers nearly passing out as Mar-Vell carried her to safety. She recalls an explosion and being bathed in the fiery radiation that was unleashed before blacking out completely. She continues and explains how she awoke in a hospital and how upsetting this was despite the diagnosis that the radiation had not harmed her.
She goes on to explain how upon her return to Cape Canaveral she grew uncomfortable with the level of scrutiny that came from her failure to capture Captain Marvel. This led to the decline of her career in security and her decision to pursue a career in writing. Despite her quick success in this new profession, she was plagued by a sense of uneasiness. She then begins to relay what happened during her first blackout. Barnett encourages her to explore this and asks what happened next.
Even within the hypnotic trance, Carol becomes agitated. She cried out that her skull is splitting apart and tries to refuse to remember, but Dr. Barnett urges her on. Carol recalls lying on the floor and feeling herself change. She describes the glow around her and the sudden sense of physical strength as her body becomes larger and stronger than before. She explains that she disappeared and in her place was someone better than her…Ms. Marvel!
Carol comes out of her trance and asks Michael what he learned. He ponders how to tell Carol that he thinks she is suffering from some form of paranoid delusion. He begins to tell her that the hypnosis didn’t work and that they’ll need to work on these issues further when Carol abruptly passes out. Dr. Barnett manages to catch her as she falls and worries that his efforts have forced another major mental health setback for Carol who is already on edge.
As he holds her in his arms, she begins to glow and transforms into Ms. Marvel before his eyes! Guided by her seventh sense, Ms. Marvel moves wordlessly to a nearby window and flies out into the afternoon sky. Michael is bewildered as he realizes that Carol’s hypnosis had revealed the truth… that she is Ms. Marvel!
Ms. Marvel’s seventh sense guides her to the area of New York City where the Scorpion is on a rampage. The Scorpion is mad and demands to know where Ms. Marvel is. She flies up and punches him before he’s even aware of her presence. He charges and vows that she’s going to regret that he’s found her.
She easily evades his careless attack and he smacks into a light pole. Ms. Marvel tells him that he has it backwards and she has found him and plans to bring him to justice this time. She grabs him by his tale and takes to the sky as he threatens to kill her. He grabs onto a large statue and continues his ranting but it’s clear that the woman warrior has the advantage.
She is so focused on the Scorpion that she doesn’t see the blast of energy that strikes her fro behind and drives her into the asphalt below. She looks up to see the Destructor who arrives on a hover-disk. He challenges her openly and fires another tachyon blast at her. This time, she sees it coming and deftly dodges it. Grabbing a motorcycle, she flings it at the Destructor and knocks him from his hover-disk.
He lands without injury and unleashes another blast that hits Ms. Marvel square in the chest. The Destructor approaches thinking that he’s knocked her unconscious. Despite her wooziness, Ms. Marvel manages to kick him with all her remaining strength. This sends him careening into a fire hydrant, knocking him unconscious. Despite her best efforts, Ms. Marvel cannot stay conscious any longer and passes out next to her vanquished foe.