In Avengers Tower, Wonder Man and Araña observe as Ms. Marvel interrogates the Shroud, the latest superhuman to be detained for violating the Superhuman Registration Act. The Shroud is restrained by a device that neutralizes his powers. Araña asks Wonder Man if this is normal and he replies that it’s “new”. She persists and asks again if it’s normal and he says simply that things are different now, something Araña has been hearing a lot lately.
Carol continues her questioning of the Shroud who tells her flat out that he knows they’re going after Julia regardless of what he tells them. Ms. Marvel tells him that this is true but that she still wants to know how Julia went from being in a wheelchair and powerless to operating at full capacity again.
The Shroud explains that his company’s labs were able to recreate the spider-serum that originally gave Julia her powers. He tells Carol how Julia was unable to walk even after she had fully recovered from her injuries. The serum he provided eventually kicked in and she regained her powers. He assisted her through weeks of physical therapy until she could walk again. Through this, they fell in love and she was able to return to the life she had before with her daughter, Rachel.
The Shroud asks Carol how she can hunt down a friend, one of her fellow Avengers, like some kind of animal. Carol replies that Captain America was an Avenger too and someone she loved like a father but that both of them have crossed the line.
He tells Carol he’s surprised at how far gone she is, how willing she is to just jump at the government’s commands and hunt down people she knows and respects. He calls them her “keepers”.
Hearing this rattles Araña who can’t help but question if Carol is really doing the right thing. Carol tells Shroud that Julia did wrong and he asks if she thinks she’s doing “right”. Carol replies that she’s doing “what’s best” and the Shroud points out that “what’s best” and “what’s right” are not always the same thing. He explains that what’s best can change from day to day but what’s right is absolute. He tells her that the road she ‘s on is the wrong one and that she’s been sucked into the hysteria gripping the nation following Stamford and it’s turned her into a thug where she was once one of the good guys.
Carol asks if Julia is one of the “good guys” and points out that she put a dozen SHIELD agents in the hospital. She adds that Julia also slammed her into a guardrail at 100 miles per hour while breaking the law and aiding others in doing so. She tells the Shroud that Julia endangered innocents and disgraced the name of the Avengers. Ms. Marvel sees it as her obligation to take her down, her duty as a hero and her pleasure to do so as an Avenger. Anya listens to this declaration but seems unconvinced by Carol’s vehement argument.
A short time later, Walter Cornwall is checking the mail at his home in Denver, Colorado. He is unaware that a team of SHIELD agents led by Ms. Marvel is about to descend on his home because of his fugitive daughter, Julia Carpenter. In the lead assault copter, Ms. Marvel briefs Araña on the battle plan for her first combat situation since registering. She reminds Anya that she is to follow her orders and her orders only and to do what she says, when she says it. Araña agrees.
Carol makes it clear that their objective is simply to get Mr. and Mrs. Cornwall and their granddaughter, Rachel Carpenter to safety before Julia arrives there, in case there’s any trouble. Araña asks if they’re expecting trouble and Wonder Man tells her to always expect trouble so that it doesn’t surprise her.
As the copters descend on the Cornwall home, Walter makes a run for the front door. Wonder Man heads him off as Carol lands nearby. SHIELD agents descend on ropes to the roof as Carol introduces herself. Mr. Cornwall says he knows who she is and tries to tell them that Julia is in New York. Simon says that she isn’t there now and Carol tries to explain that they just want to get his family to safety before Arachne gets there.
Julia’s mother overhears this and rushes upstairs where Julia and Rachel are packing to leave for Canada. Her mother tells her there’s trouble and Julia replies that she heard the helicopters. Her mother tells her there are more than just helicopters and asks Julia to let her take Rachel downstairs so that the federal agents can take them somewhere safe. Julia insists that Rachel is safe with her but her mother is scared to death. Arachne tells her mother that there’s something she has to do.
Downstairs, Carol tells Mr. Cornwall that Julia is responsible for some serious crimes and injuring good people. She clarifies to him that their presence there is not simply about enforcing the registration act.
As she says this, Arachne emerges from the house with Rachel. She tells Carol this needs to end now and that she’s taking Rachel and leaving the country. Carol tells her that it is too late for that. Arachne insists that she’s leaving and says she’s not doing the super-hero thing anymore, she just wants to leave. She begs Carol to let her just walk away. Carol tells Julia that she broke the law and put people into the hospital. She tells Julia to step away from the car.
Instead, Julia kisses her daughter and tells her she loves her before shoving her into the car. Rachel cries out to her mother as she turns to confront Ms. Marvel.
Carol asks Arachne if she really thought they would just let her go. Julia says she didn’t and Carol asks her why she brought Rachel out and didn’t just surrender. Julia tells Carol that her daughter has to grow up someday, learn the difference between right and wrong and see that some things are worth fighting for.
She then punches Carol in the face and leaps into the sky. Simon takes off after her. Carol rubs her jaw as she orders Araña to get in the car and keep Rachel safe. Araña hesitates and Carol barks at her to do it now. Araña gets into the backseat with Rachel who is frightened by Araña’s insect-like carapace. Araña tries to explain that she’s just there to keep Rachel safe but the young girl darts out of the car in fear.
Arachne kicks Wonder Man in mid-air and lands on the roof of her parents’ house. She starts to fling pieces of the roof at SHIELD agents. Ms. Marvel flies up to where she is and calls out to her before slamming her through the roof with a kick. Carol powers up her energy blasts and orders Arachne to stay down. She lunges at Ms. Marvel, driving them both through a window. She grabs Carol by the hair and as she punches her face asks why she can’t see what’s happening here and how wrong all this is.
Carol lashes out at Julia repeating her order to stay down. She drives Arachne through the wall and crashing into two SHIELD agents outside.
Rachel cries out and rushes over to her mother who is stunned. A SHIELD agent pulls Rachel away as Julia comes to. She tells them to let her go as the SHIELD agents pull the two apart. Rachel and Julia call out to each other as the SHIELD agents arrest Julia. Rachel screams “Mommy!” over and over again.
Wonder Man, Araña and Ms. Marvel watch and each have a somewhat different reaction. Simon looks angry, Anya upset and shaken and Carol detached and concerned.
Later that night, Carol talks with Anya on the roof of Avengers Tower. Anya asks if this is what good guys do: take kids away from their moms. She tells Carol that she doesn’t want any part of it, if that’s the case. She goes so far to say that she’ll leave the country or try and find a way to remove her powers before she’ll ever do anything like that again. Araña tells Carol that she wants to help people and do what’s right and that what they did today was wrong.
Carol tells her that it wasn’t wrong, it was just hard. Anya explains that she lost her own mother at a young age and just can’t be part of that happening to anyone else. She starts to cry and Carol comforts her.
Later that night, Carol seeks out Simon to talk through her own emotions about what happened earlier. She admits to him that she isn’t sure what she did earlier or how it was so easy for her to say that what they did was for the best. He tries to tell her they did what they had to do and that Julia did break the law and hurt people. He says that they wouldn’t let someone else get away with that so why should they let Arachne.
At that moment, Arachne is angrily crying in her cell and her daughter is crying as well as she wonders what will happen to her mother.
Carol sees Simon’s logic but can’t help but feel for Rachel. She realizes that no matter what she does, to Rachel she’ll always be the person who took her mother away from her. Carol starts to cry a bit and Simon asks how Araña is taking all this. Carol says that she’s shook up but that she thinks she’ll make it through. Simon runs his hand through Carol’s hair and pulls her to his shoulder as he tells her that they’ll all make it through. She leans on his shoulders and finds some reassurance and comfort.
A week later, Carol returns to her apartment and is relieved to find that there are no shocking surprises awaiting her this time. Her relief is shattered when she hears a noise in the kitchen. She hopes it might just be her new cat, Chewie until she hears the fridge slam shut.
She enters the darkened kitchen and is immediately grabbed by someone who swiftly drags her back towards the living room. She changes into her costume as she asks who’s there and tells them to hold it. She manages to grab the intruder and throw them into the living room. She repeats the question “Who are you?” as she turns on the living room light. She recognizes the woman immediately! It’s Rogue! She asks what she’s doing there and the X-Man tells her that they have a problem and they’re going to solve it… together!