Super-publicist Sarah Day is politely interrupted by her assistant, Melissa who informs her that William Wagner is there to see her. Sarah asks him to come in and tells him they have much to discuss. He apologizes and tells her that he’s not sure why she wanted to see him and adds that Carol has said nice things about her.
Sarah tells William that Carol is an important client and public figure due to her role as leader of the Mighty Avengers. She informs him that she is very involved in the lives of her clients and that she was concerned when she learned that Carol was dating him. Even moreso when she found out who he really was. William looks a bit taken aback as Sarah hands him a file folder.
He glances through the contents and notes that Sarah has done her homework. He asks if she intends to blackmail him and she replies that that’s an ugly word for a simple idea. In this case, he does and she asks and he gets to keep his secret. He replies that she is assuming that it’s a secret he cares about keeping. She fires back that the fact that he moved cross-country, changed his name, dyed his hair, had reconstructive dental surgery and wears colored contacts implies that he put a lot of effort into hiding his true identity.
He tells her that he’s carved out a life for himself in New York. She bluntly tells him that he’s also trying to carve his way into Carol’s life when she’s just getting herself on track. She then adds that if he does not leave Carol’s world immediately that she will see to it that his life becomes “most unpleasant”. William seems stumped by this overt threat and gazes out the window, clearly upset and frustrated by this turn of events.
In Seattle, Ms. Marvel is feeling equally blindsided by her current situation. She is mid-air and being attacked by her close friend Wonder Man who has fallen under the mental sway of MODOK! Simon punches Carol and she retaliates, yelling at him to “Back off!”
He recovers quickly and heads back towards her uttering “Kill Ms. Marvel” in a monotone, programmed voice. Carol tries to tell him he’s not himself thanks to MODOK’s influence but Wonder Man flies straight for her. He drives her into the observation deck of the famed Seattle Space Needle and repeats his mantra “Kill Ms. Marvel”.
Ms. Marvel realizes that talking isn’t working and continues to fight back, matching him punch for punch. Gritting his teeth as he struggles to defy MODOK’s mind control, Simon manages to force out the words “Violence feeds it, Carol” before returning to his programmed directive to kill her. He then punches her again. She flies out of the Space Needle and crashes into a parked car on the street below.
Carol now knows that she can’t talk Simon out of this mental whammy and that fighting him merely strengthens his imperative to kill her. As he flies down, poised to attack again she decides to try using the opposite of violence to get through to him. Taking his face in her hands, she kisses him passionately! This has the desired effect and after a moment, Simon wraps his arms around her and returns the kiss.
A bystander us his cell phone to snap a picture of the sensual embrace and when his friend asks what he’s doing, he replies that if he’s right, he’s just made a fortune!
Carol and Simon look at each other for a moment, both a bit stunned. She says “Oh boy” and it isn’t clear if it’s because she genuinely enjoyed the kiss or that she’s realized the emotional can of worms she may have just opened. Simon thinks she said “Whoa, boy” and was telling him to back off the kissing. She clarifies what she actually said but tells him they should stop kissing now and focus on the immediate threat of MODOK. He thanks her for freeing his mind and she flies back to the site of the battle, a bit concerned about how this kiss may affect her relationship with Simon.
Meanwhile, Agents Sum and Locke are in the middle of a pitched battle between rival factions of AIM who are seeking the G-TAC bomb. As she blasts away at AIM goons, Locke asks Sum if he knows who the guy on the floor clutching the bomb is. She notes that he has some kind of psi-block shielding his thoughts. Sum was wondering who he was as well.
At that moment, a pair of AIM’s savagely mutated experiments is teleported into the center of the battle. Locke sees this and through her comm.-link tells Baines to lock down AIM’s ability to teleport in and out. He begins to explain that he thinks they’re using wormholes but Locke interrupts him and tells him to just stop it if he can. Nearby, a Gnasher lunges at Agent Sum and knocks him through an open window. As they plummet to the ground, he loses his jetpack and utters “uh oh” as he realizes this.
Inside, MODOK addresses the rebellious AIM soldiers opposing him and commands them to kneel. He then incinerates them. Sean Madigan rushes from the room with the G-TAC Scrambler. He is confronted in the hallway by Monica Rappaccini who arrives via a teleportation effect. She greets him and asks if he’s keeping her bomb safe for her as she levels a gun to his head.
He smiles and tells her “long time no see” and she states that she should kill him. He points out that she hasn’t yet and that he thinks she’s still hot for him. He teasingly adds that there are just some things that even AIM’s Scientist Supreme can’t have as he pushes a button to teleport himself and the bomb away. To his surprise, nothing happens. As he frantically pushes the button again and again, MODOK comes crashing through the wall! MODOK greets Monica in a sickeningly charming fashion before activating a teleportation field that transports himself, Madigan and the G-TAC Scrambler from the scene. Monica cries out as her prize is snatched away.
Agent Locke yells into her communicator at Baines who was supposed to have blocked any further teleportation in or out of the battle site. He replies that it should have been impossible for anyone to do so. Their debate is cut short when one of the Gnashers attacks Locke. She manages to dodge and places a request for neural blast access. She is denied access but clarifies that she’s aware of a nearby uplink satellite. The agent she’s making the request to states that her psionic gear is not rated for that level of power but Locke tells him that she doesn’t care because she’s about to die! She deftly kicks the Gnasher in the jaw but it recovers quickly.
She adds that Ms. Marvel, Wonder Man and Agent Sum are all MIA and she’s on her own. She again requests an open channel to the “psi-force”. Otherwise she’ll be eaten and they’ll have to explain to Director Stark what happened to the millions of dollars worth of equipment bolted to her skull. Access to the psi-force is approved and Agent Locke braces herself for what she knows will be a painful experience.
A bolt of psionic energy enters the area with Locke as a focal point. She grits her teeth as blood seeps from her eyes and nose. The AIM agents and Gnasher are overwhelmed by the psionic onslaught and cry out in agony before collapsing. Locke herself succumbs to the strain of this psionic event and loses consciousness.
As Carol and Simon return to the scene of the battle, they see a huge gouge in the road below that leads to a huge hole in the side of a building. Ms. Marvel sends Wonder Man to investigate. He asks if the bystanders are okay as he flies through a series of holes where something or someone smashed their way into the building. He finds Agent Sum inside, his uniform in tatters. He is holding up the limp form of the Gnasher that he has single-handedly defeated.
Carol arrives at the battle site to find Agent Locke in the center of a roomful of dead or unconscious AIM agents. She takes Locke in her arms and asks her what happened. At that moment, Monica Rappaccini staggers into the room. She tells Ms. Marvel “You are a sucky super hero” before she loses consciousness herself.
A short time later on Minicarrier 13, Ms. Marvel checks in on Agent Locke in the infirmary. Doc Farrell tells Carol that he’s ordered bed rest for Agent Locke despite her insistence that she’s fine. He points out that she’s rated as a Communications and Coordination Specialist and not for combat. He’s surprised she is not more damaged than she seems given the amount of psi-energy she channeled. He tells her she got lucky and not to do it again and she replies that once is enough for her.
Carol meets Simon and Agent Sum in the hangar bay. They’ve retrieved the G-TAC Scrambler’s casing but the active device inside is missing. Carol asks if there was any trace of Madigan and they inform her that he’s gone along with MODOK. Ms. Marvel is upset that they came home empty-handed and Simon reminds her that they did manage to capture AIM’s Scientist Supreme. Carol tells Simon that that’s her next stop and he asks if he can come along. She tells he can but there’s an obvious moment of awkward hesitation. He asks her directly if they are going to talk about what happened. She asks which part he’s referring to: Sum’s going toe-to-toe with AIM’s Gnasher monster and surviving a 12-foot drop or Locke nearly killing herself. Simon interrupts and tells her that she knows what he’s talking about. As they enter the brig, Carol tells Simon “Not right now.”
Agent Baines is standing outside of the force field that comprises the “walls” of Monica Rappaccini’s cell. He asks Carol what she’s referring to and Carol tells him not to worry about it and excuses him to return to the bridge. He tells her that if she needs him he’ll be “illegally downloading Hydra home videos”.
Monica sneers at Carol and tells her that she’s probably feeling very proud of herself at the moment. She smiles and says that she has her days like this one when she’s managed to capture AIM’s Scientist Supreme. Wonder Man comments that that was pretty cool. Carol jokingly adds “Wasn’t it?” before asking Monica where MODOK and Madigan are.
Rappaccini replies that she has a better question: How did they get away? She points out to Ms. Marvel that she teleported in but shortly after was unable to teleport in additional troops due to some kind of interference. Carol confirms that her team initiated this block. Monica then asks who turned it off in order to allow Madigan to escape with MODOK and the bomb.
Carol assumes that no one did and Madigan merely found a means of circumventing the lockdown. Monica tells Carol that this wasn’t possible as he didn’t have time to do anything special before he escaped via teleportation. Carol tries to protest but Monica points out that she was there and that he did nothing special but was suddenly able to teleport away when everyone else present was prevented from doing so. Carol tells her that that’s impossible since the only people who knew about the teleport lockdown were the core Lightning Storm team: Locke, Baines and Sum. Simon asks the obvious: “You think we have a traitor?” Carol groans as she realizes the implications of Monica’s observations.
Rappaccini shares some vital information with Ms. Marvel. She tells her that MODOK is dying and that now that AIM agents know, the organization has fractured. She continues and adds that MODOK’s son is determined to see AIM shattered.
Ms. Marvel is surprised to learn that MODOK has a son to which Monica snidely replies “Why did you think we’ve been paying so much attention to a geek like Sean Madigan?” She tells Carol to imagine a version of AIM that is no longer drowning in internal bureaucracy, an AIM split into dozens or hundreds of independent cells rushing in different directions with distinct agendas.
Carol asks if Monica is suggesting that she help her to stop Madigan so that she herself can control a unified AIM. Monica tells her that she’s a smart woman and Carol tells her that she’s crazy. Monica asks bluntly if Carol would rather fight a singular AIM or spend her time chasing after a thousand splinter groups. She tells Ms. Marvel to decide quickly because they have to make their move before Sean makes his!
Elsewhere, Sean is wiping MODOK’s enormous face and congratulating him for surviving the recent battle despite his ailment. He tells MODOK that he couldn’t let him be captured…yet. He explains that MODOK deserves something more public for his final farewell, something involving the G-TAC Scrambler. He pries open the back of MODOK’s hover-chair and proceeds to insert the power core from the G-TAC Scrambler. He explains that the resulting mutational explosion will help revitalize AIM and put it on the map…killing MODOK in the process. He smiles and wishes his dad a Happy Father’s Day! Minutes later, MODOK and the G-Tac bomb inside him arrive via teleportation in the center of Time’s Square!