Ms. Marvel thinks back on the recent apprehension of Julia Carpenter AKA Arachne for violations of the Superhuman Registration Act. She remembers how she felt when Julia resisted arrest and the knowledge that it could only end badly. She recalls watching Julia torn from her daughter, Rachel and subdued by SHIELD agents using electrified rods. She acknowledges that Julia needed to b arrested for her crimes which included petty and grand theft, aiding and abetting, assaulting law enforcement officers and treason but she still regrets how it all went down. She is especially sorry that it all had to happen in front of Arachne’s young daughter.
Arachne was sent to the Negative Zone prison for superhumans but was one of many who escaped. Unlike many others, she refused to register and accept amnesty when Captain America surrendered. As such, she is once again a fugitive and on the run from the law… a situation she has found herself in several times in her life.
Carol pays a visit to Tony Stark’s posh offices and tells him that while she believes that Julia is responsible for her current situation, she can’t help but think of Rachel and want to help somehow. He asks if she wants to help Rachel or Julia and Carol replies both. Tony pushes a bit more, reminding her that Operation: Lightning Storm is supposed to be chasing down the “worst of the worst” and expresses concern that Carol is already losing focus on her new directive.
Carol tells him that she feels she has to set some things right before she can move forward. Basically, she took someone’s mommy away from them and feels bad about that. Tony points out that law enforcement officer across the country do that every single day. Carol argues that it’s different because Julia is a former Avenger. Tony asks if she’s implying that Avengers deserve special treatment. Carol points out that there have been lots of times when members have gotten special treatment when they’ve messed up and that includes both of them. Tony can’t deny this and says that he thinks he has some ideas on how they could help Julia if she’s willing to accept it.
At that moment, Arachne is clinging to a wall above a startled Araña demanding to know where her daughter is. Anya replies that she doesn’t know so Julia asks her where she can find Carol Danvers. She tells Anya that Carol’s apartment is empty and there’s no sign that she ever lived there. Anya is clearly surprised and a bit hurt that Carl would move without telling her. Julia isn’t buying it and accuses her of lying. Again, she demands to know where her daughter is. Anya tries to tell Arachne that she really doesn’t know but Arachne refuses to believe her and attacks her with her psi-webs!
Aboard Ms. Marvel’s floating HQ Minicarrier 13, Carol briefs her SHIELD team and Wonder Man on their first operation. She tells them that they’ve been assembled to take down the worst villains out there and that their first target is not one of those people. Ms. Marvel explains that she has unfinished business with Julia Carpenter and that this operation will serve as a test of their teamwork. Carol tells Agent Locke that she wants to know what Julia is thinking before things can go wrong. She asks Baines to work with local law enforcement if Arachne fights back rather than talking things out. She orders Agent Sum to grab a jet pack and then she turns t Wonder Man who suggests that maybe they should try a less aggressive approach since last time it did not go over so well.
A short time later, Simon and Carol are on foot and in street clothes heading towards Julia’s last known location. Agent Locke is advising them telepathically. Simon comments on how it’s nice to just walk for a change. Carol suddenly recognizes the neighborhood and realizes they are close to the Chicken Cow restaurant where Araña works. She notes this and Simon tells her not to worry about the restraining order as they are there on federal business. Carol’s concern is that Arachne has gone after Anya! She transforms into her costume and flies frantically towards the Chicken Cow. She is shocked by what she sees: Araña standing over the unconscious Arachne leaning against a very dented dumpster. Ms. Marvel shouts out Anya’s name and Araña looks up in surprise. She says “What?” and both Simon and Carol are stunned. Anya then adds “Crazy Spider-lady got in my face!”
In Anderson, Indiana, a pair of SHIELD agents stands guard outside the AIM facility that Ms. Marvel’s team recently dismantled. One of the agents is reading while the other is grousing about how dull and pointless their current job is. He says that he signed up to fight bad guys not house-sit in the middle of suburbia. As he says this, he and his partner are suddenly knocked unconscious by and unseen force as two AIM agents teleport in. They enter the house and are ordered via communicators to proceed with their recovery mission.
Aboard the minicarrier, Carol sits next to the bed in which they have placed the unconscious Arachne. She wishes that Simon was there with her since he and Julia were friends before all the strife that came of the recent Civil War. He’s escorting Anya home since Carol is still the subject of a restraining order. She wonders how things got to this point.
At this point, Julia wakes up and tries to get her bearings. Carol tells her immediately that she doesn’t want to fight. Julia says that she doesn’t want to fight either, she just wants Rachel. Carol tells her that she wants to help and Julia asks her where this attitude of helpfulness was three weeks ago when she really needed it.
Carol tries to explain that things were complicated and she feels bad and Julia cuts her off. She mocks Carol, saying she’s so sorry she feels bad and is there anything she can do to help. She goes off on Carol telling her that she took her daughter away, sent her to jail and destroyed her life and that her telling her now how bad she feels about all this is just disgusting!
Carol just sits there for a moment but when Julia continues, Carol jumps in to say that it didn’t happen that way. She explains that no one took Rachel anywhere; she was left with her grandparents after Julia was arrested. Julia seems taken aback and asks where they are then. Carol tells her that she assumed they were still in Colorado. Julia tells her that they were gone when she got there and the house was for sale. She assumed that they had been taken and punished for helping her when she was on the run. Panicked, Julia asks where they are and where they’ve taken her baby!
As they make their way into the hallway, Carol assures Julia that she’ll get her team on finding Rachel and her parents right away. Simon and Anya are waiting in the hallway. He says hello and starts to apologize and Julia tells him to shut up and that she’s heard plenty of lame apologies from carol already. He tries to explain but she tells him to just shut up. Carol is surprised to see Araña who insisted on coming along when she heard that they were going to try and help Julia out. Ms. Marvel brings up the issue of Anya’s father but Anya says he’s going to have to learn to cope and that she needs to help with this however she can.
Araña is wowed by the minicarrier, calling it “sexy cool” and saying she wants one. Carol tells her maybe when she’s older as the group enters the briefing room. Baines reports that they think that they’ve found them and Locke confirms it. Julia asks how they found them and Baines tells her that her mother used a credit card to buy groceries. Once they knew what city they were in, it was simple enough for SHIELD’s psy-ops team to verify that it was them. Julia is anxious and asks how long until they can get to them. Carol asks for an ETA and Agent Sum reports that they can be there within the hour.
A short time later, Julia’s father Walter is awakened from a sound sleep in his new home in Ohio by a sound. He gets up to check on Rachel and finds awake and in the arms of her mother. They are both crying and smiling. He tells Julia to get out now. She tells him that she’s come for Rachel and he tells her to get away from her and that she has no right. Julia tells him that Rachel is her daughter. Her father doesn’t listen or doesn’t care and he tries to pull Rachel away.
Both Julia and Rachel cry out and Julia asks him what is wrong with him. He tells her that he’s trying to keep Rachel safe. Julia responds with “By hiding her from me?!” and he tells her yes, that she brought a war to their home and endangered all their lives, including Rachel’s. Julia’s mother walks in as Julia tells her father to get out of the way so she can leave with Rachel. He refuses and tells her to put that little girl down and do the right thing and get out of her life. He tells her that Rachel needs to be raised by people who love her, who don’t put her in the line of fire and then get arrested in front of her. He yells at her to do the right thing for once in her life. Julia is clearly angered by this. Rachel begs her mother not to leave her again.
Outside, Araña, Wonder Man and Ms. Marvel wait. Anya wonders what’s taking so long and Carol comments that what she’s doing can’t be easy. At that moment, Arachne jumps out the window with Rachel in her arms. She says they have to go because her parents are calling the police. Carol asks what she’s doing and even Araña is taken aback. Julia tells them they have to go. Carol tries to explain that they brought her there to visit and that her parents have legal custody of Rachel. Julia asks if she came there tonight to set things right or not. Reluctantly, Ms. Marvel consents. Wonder Man flies off with Arachne and Rachel in his arms and Araña catches a ride with Carol.
Later, Arachne makes a deal with Ms. Marvel. She wants a full pardon and custody of Rachel. Carol explains that the custody issue will have to be sorted out in the courts and tells Julia that Tony flipped when he heard what she’d done. SHIELD is authorized to pardon her past crimes related to the Registration Act but not this. Julia asks if Tony wants her on the Canadian super-team he’s forming or not. Carol clarifies that Tony isn’t assembling Omega Flight but helping as a favor to the Canadian prime minister.
Carol tries to appease Julia by adding that she thinks that with her experience as an Avenger she’ll really do well with this new team. Julia just glares at Carol for a moment. She finally gives in and agrees to join. Ms. Marvel is clearly relieved and smiles. She begins to tell Arachne that she thinks that she’ll be happy with this new life but is cut off by Julia. Julia tells her in no uncertain terms that this thing between them isn’t forgotten and it’ll never be forgiven. Carol has nothing more to say.
In Anderson Indiana, the AIM recovery team use a special device set at a precise frequency to uncover the DNA bomb which was hidden in an extra-dimensional warp of some kind. One of the agents says that this kind of stuff creeps him out but the other tells him it’s necessary so that SHIELD doesn’t get their hands on all their “best toys”. Having retrieved the bomb from its extra-dimensional hiding place, the two AIM agents are teleported back to their base. They are commended by their commander, MODOK who tells them to bring it to him!