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Brian Reed (writer), Aaron Lopresti (penciler), Matt Ryan (inker), Dave Sharpe (letterer), Chris Sotomayor (colorist), Paul Acerios (production), Thomas Brennan (asst. editors), Stephen Wacker (editors), Joe Quesada (editor in chief), Dan Buckley (publisher), Greg Horn (cover art)
Ms. Marvel uses her newly-reignited Binary powers to destroy the Brood warriors attacking her Minicarrier. She then confronts the Brood Queen herself. Agent Sum is prepared to destroy the Minicarrier using an onboard nuclear device. He nearly does so before Carol arrives. As she is about to fight the Brood Queen, Ms. Marvel feels her cosmic powers beginning to fade. She uses what’s left of her power to drag the Brood Queen away from her ship and allies. She continues to fight even after her Binary powers have faded but is hopelessly outmatched. She receives a helping hand from Cru who has been restored to her original, more humanoid form. The Brood Queen kills Cru and is about to do the same to Carol. Carol finds the Minicarrier’s nuclear device and uses it to propel the Brood Queen into deep space. Carol survives this confrontation with the Brood Queen but comes to some tough realizations about herself. She sees that she has no real home or family and that she has a tendency to run from her problems. She accepts that she is a coward and a killer. In the wake of this battle, Agent Sum is summoned by Tony Stark. He reveals that the Skrulls have infiltrated human society and orders Sum to eliminate the Skrull agent who is impersonating Carol Danvers!
Ms. Marvel has been super-charged by her merge with Cru, pushing her energy powers back up to the levels she possessed as Binary. She uses her newly enhanced powers to lash out at the contingent of Brood that are attacking her Minicarrier. She describes the heady rush of power as “mainlining the universe”. She thinks to herself that the power of Binary is even better than the superhuman healing factor she acquired from Cru in the past. Ms. Marvel plows through the Brood in no time.
Aboard the Minicarrier, Agent Sum and Araña are prepping the ship’s nuclear self-destruct device to use against the Brood should all else fail. Just as the device is armed, they are confronted by the Brood Queen who comes crashing through the window. Agent Sum tells Anya to get behind him but there’s a pair of Brood blocking her way.
Araña attacks the Brood asking Sum “We got any bug spray on this heap!?!” as she kicks the Brood in the face. Agent Sum grabs Anya and pulls her away before turning his gun on the Brood. The Brood Queen sees the nuclear device and taunts Agent Sum by saying “Oh look…the humans have a weapon!” Sum orders Araña to close her eyes as he prepares to shoot the device and trigger its destructive power. He pulls the trigger only to find that he is out of rounds!
The Brood Queen takes the device in her tentacles, realizing that he intended the device to destroy her. She swats Sum away like a rag doll. At that moment, Ms. Marvel arrives and announces to the Queen that she would never let them have the pleasure of ending her. She tells the Queen that she’s slaughtered her children and that she is the last Brood left on Earth and now it’s her turn.
Anya is shocked to see Carol in her Binary form and asks what happened to her. Suddenly, Carol feels something shift inside her and realizes that something is wrong. She describes the feeling as “the universe telling me to shut up and sit down”.
Carol doesn’t listen and decides to use what’s left of her power to remove the threat of the Brood Queen. She grabs the alien matriarch and crashes through one of the Minicarrier’s windows just as Wonder Man and Sleepwalker return.
Wonder Man calls out to her but Carol doesn’t listen. She throws the Brood Queen towards an active volcano nearby. Carol then lands near her, as she realizes that her body has burned through the energies fueling her “power-up” to Binary form. She lands and falls to her knees. The Brood Queen quickly scoops Carol up and taunts her about her obvious loss of power.
Ms. Marvel punches the Brood Queen and tells her that she still has enough power to take her down. The Queen tightens her grip and looks straight into Carol’s eyes as she says that she’s grown tired of her now. She hurls Carol into the side of the volcano. Carol is incredibly weak and tries to recharge herself by drawing on the ambient energy of the volcano’s heat.
The Brood Queen closes in for the kill but is hit in the head by a blast of energy from behind. The Queen falls. The blast came from Cru who has reverted to her more human-looking, female form. She announces “It is done.” Carol is surprised to see that Cru has returned to her original form and Cru responds that after their separation, her repair protocols restored her to a more human appearance perhaps due to the period during which they inhabited Carol’s body.
Carol and Cru’s chat is interrupted by the Brood Queen who drives a tentacle through the back of Cru’s head and then flings her into the heart of the volcano. Ms. Marvel cries out in protest but it is too late. The Brood Queen turns to Carol and tells her “Your turn now” to which Carol replies “Try it, bitch!”
The Brood Queen approaches aggressively and carol matches her ferocity with an uppercut followed by an energy blast. The Brood Queen easily shrugs these attacks off and coils her tentacles tightly around Ms. Marvel’s legs. She then slams her hard against the ground and threatens to snap Carol in half and eat her innards.
As she hits the ground, Carol sees the Minicarrier’s nuclear device on the ground nearby. Apparently it was still in the Brood Queen’s possession when Carol catapulted them both from the ship. Carol grabs the device and takes to the air, dragging the Brood Queen along with her. Carol flies them to the edge of space and then pulls herself free from the Brood Queen’s grasp. She hurls the nuclear device into the Queen’s open mouth and then fires a full energy pulse at it to ignite it! The massive explosion launches the Brood Queen into deep space and throws Carol back towards Earth. She lands in a body of water and falls unconscious. Moments later, the Minicarrier arrives and she is pulled from the water buy a very worried Wonder Man. He asks if she’s okay and she regains consciousness enough to say that she thinks so and “Let’s go home.”
Hours later, Carol returns to her old apartment which she has not been using for the last several weeks. She realizes that home isn’t easy to come by.
Anya returns home to her father who is grateful that she’s alive. She starts to apologize and he simply embraces her. This touching moment is juxtaposed with Carol’s thoughts that she might like a family and a sense of purpose beyond punching bad guys. She thinks to herself that she doesn’t really have a home or family anymore. She has William (she thinks) and Simon who has stuck by her no matter how many times she’s tries to push him away.
At that moment, Rick Sheridan retires for the evening unleashing his alter ego Sleepwalker. Machine Man is at a SHIELD Repair facility where his new body is being tweaked. He laments not feeling as sexy as before until he discovers his weapons systems. He smiles and declares “I found the sexy!” as he manifests a huge cannon from his chest. Wonder Man is flying near the Minicarrier, looking towards it longingly.
Carol checks herself into the Empire Hotel and promptly takes a bath. She sits in the tub with the shower head dousing her with hot water. She thinks about what she has learned about herself in the past few days. Cru made her face herself in some very uncomfortable ways. She realizes that she rushes into things blindly or runs from them completely. She believes that she is both a coward and a killer.
Three days later, Agent Sum in summoned to Avengers Tower to meet with SHIELD Director, Tony Stark. Stark begins to apologize but Agent Sum says that Wonder Man has explained everything. Tony still apologizes for leaving Sum in the dark about things but that it now appears that this mistake may have been a blessing in disguise. He tells Sum that he is about to share some deeply classified information that is known to only a handful of people. He shares with Sum that the Skrulls have been infiltrating human society with a focus on the superhuman population. The Iron Man helmet nearby projects a hologram of a Skrull. Stark is telling Sum all this because he has learned that there is a Skrull agent embedded within Operation: Lightning Storm and he wants Agent Sum to take it down quickly and quietly. Agent Sum asks who it is and is shocked when the hologram of the Skrull shifts to an image of Ms. Marvel. Stark tells him that the Skrull agent is currently masquerading as Carol Danvers!
Aaron Stack/Machine Man, Sleepwalker, Agent Sum and other unnamed operatives (All Operation: Lightning Storm)
Wonder Man, Iron Man/Tony Stark (both Mighty Avengers)
Unnamed SHIELD technician
Carol was captured by the Brood and experimented upon in UNCANNY X-MEN #161-163. This led to her evolution into the cosmically-powered Binary. As Binary, Carol destroyed the Brood home world in UNCANNY X-MEN #164 and then defeated the Brood Queen and transformed her into crystal in UNCANNY X-MEN #166. During this time, she also freed the race of “space whales” called the Acanti from enslavement. The Brood used the Acanti as a means of traveling through space.
Ms. Marvel first encountered Cru in MS. MARVEL (2nd series) #2. During their fight, Cru sliced through Carol’s arm. It was this injury that inadvertently led to a transfer of Cru’s repair protocols to Carol’s body. These repair protocols have been actively healing Carol ever since. Most notably, they helped save her from infection by the Targoths in MS. MARVEL (2nd series) #12, from the mutagenic effects of the G-TAC Scrambler in MS. MARVEL (2nd series) #17 and from the Puppet Master’s control in MS. MARVEL (2nd series) #20. It appears that the physical merging between Carol and Cru over the last several issues may have removed this healing factor completely.