A figure falls from the Golden Gate Bridge! Before the figure hits the dark waters, the form of Spiderwoman grabs the blond-haired woman and starts to carry her to shore. Before she reaches shore, she loses her lift and plunges into the icy waters. At last, she is able to get her unconscious burden to shore. A few hours later, Spiderwoman is hanging around Ocean Beach Hospital trying to get some information concerning the woman she rescued. At the front door to the hospital is a little girl who says "I'm Maddy Pryor. I been sick, but I'm, better now." Spiderwoman is speaking with Lt. Sabrina Morrel and a doctor concerning the rescued woman. The doctor states that although her physical body is in superb shape, her mind is a blank slate that functions at the level of an infant! Lt. Morrel opens a file and says that the mystery woman is Carol Susan Jane Danvers who disappeared six months ago. Her NASA history is recounted as well as the fact that she is the former editor of "Woman" magazine. When the doctor mentions that there's no way of getting inside her skull to determine the damage, Spiderwoman gets an idea...
The phone rings at Professor Charles Xavier's School for Gifted Youngsters. Kitty Pryde answers and informs Professor X that Spiderwoman is calling long distance. Nightcrawler is working on some machinery, with the help of Colossus and Wolverine. The professor tells Spiderwoman that he can be in San Francisco by mid-afternoon so he can examine Carol. Later that day, after Professor X has arrived, Lt. Morrel states that Carol's mother mentioned the strangest thing. Carol's mother said that their questions could possibly be answered by the Avengers and Ms Marvel. Professor Xavier telepathically informs Spiderwoman that Carol's mind has been completely erased! He then puts the residual image of the assailant into Jessica's mind. The image of Rogue!
Captain America comes flying through a hedge! Rogue is standing over his unconscious form and decides that she will absorb the power and memories of Cap with a little flesh-to-flesh contact. Since her power works with any flesh contact, she decides to kiss the good Captain to start the power transfer. As the transfer takes place, Rogue muses that she must not stay in contact too long or the transfer will become permanent, just like what happened in San Francisco with Ms Marvel. The rest of the Avengers remain unaware of what has happened as they convene for their weekly meeting. Wanda states "I'm sure Cap will be with us shortly" when Cap's battered form comes flying through the window!
We cut scene to where Tony Stark is working in one of Stark International's many laboratories. He gets a priority call from the Avengers and agrees that he and Donald Blake will be at the mansion shortly. As he dons his armor, Mrs. Arbogast announces that Tony has a visitor. Janet Pym is waiting in the lobby and is surprised that Iron Man opens the door to the office. He fills her in on Captain America's condition and says that they could use her and Yellowjacket's help. Jan asks if Cap will be okay, but when Iron Man responds, he finds that he has been immobilized! Jan has attached a module that generates an inhibitor field to Iron Man's back. Jan's form then begins to change and Mystique stands revealed. Iron Man doesn't recognize her, so she says that she is the leader of the Brotherhood of Evil Mutants and that Rogue is one of her protégés. She calls Rogue to let her know to put plan 'A' into action.
Spiderwoman arrives at Avengers Mansion in a taxi. As she steps out, she spies a figure in green running into the service alley. She recognizes Rogue from the image implanted in her mind by Xavier. Thor arrives at the mansion at the same time, but to a rear courtyard. After he lands, he transforms back into Dr. Donald Blake so that he may look after Cap. As soon as the transformation is complete, he gets a blow to the head from a green-gloved fist and is knocked to the ground. Rogue takes off the glove in order to initiate the power transfer when Spiderwoman attacks Rogue from behind. Rogue can't absorb her powers because Jessica's costume covers her entire body. Dr. Blake manages to reach out for his walking stick and the form of Thor appears. Jessica Drew throws Rogue off her, but Thor catches Rogue in mid-air. Rogue writhes around and plants her hand fully on Thor's face. As she starts to absorb Thor's powers, Spiderwoman valiantly tries to attack Rogue with a venom blast. The blast has no effect! Hawkeye, Wonder Man and Vision come out to the courtyard to see what the commotion is all about. Wonder Man says "Thor's being trashed-- by a WOMAN!?!" Vision rushes towards Rogue and Thor in his intangible state. He hopes to use his disruptive power against the mysterious assailant. Rogue knows that her power won't work against Vision, so she positions Thor between herself and Vision. As Vision's hand thrusts into Thor, Vision tries to backpedal to avoid hurting Thor. He remains off-balance long enough for Rogue to deliver a knock-out blow. Wonder Man tries next, but is caught in Rogue's grip. Rogue states that she knows she has the combined powers of Thor, Captain America, and Ms Marvel. She tries to leach Simon's power as well, but Wonder Man's ionic physique is no longer human and thus Simon is immune to Rogue's power. Rogue dispenses with Simon by throwing him at a dumpster. She is concerned that there were three beings she couldn't affect with her power and so she decides to leave the scene. Spiderwoman approaches Hawkeye and tells him that she is investigating the attempted murder of Carol Danvers "better known to you Avengers as Ms Marvel".
Hawkeye, Scarlet Witch, Vision, and Wonder Man are talking to Spiderwoman in the meeting room. Spiderwoman explains that six months ago, Ms Marvel and Carol Danvers vanished simultaneously. Three months ago, Carol Danvers popped up in San Francisco where she lived quietly until Rogue tried to kill her. The team is confused, and Wanda explains... She talks about how Ms Marvel suddenly discovered herself pregnant and then gave birth less than a hundred hours later. She continues the story of how the son Marcus grew to manhood within hours and explained how he was the son of Immortus and had lived his life in Limbo. Marcus was lonely, so he decided to teleport Ms Marvel to Limbo where he "wooed her, won her trust and love, and implanted his essence within her, creating a condition that resembled pregnancy". Hawkeye continues the story explaining how Marcus was still physically tied to Limbo and how the local time stream was disrupted by Marcus' presence. Marcus was attempting to build a machine that would restore the time stream, but Hawkeye destroyed the machine. Without the machine, continues Hawkeye, Marcus had to return to Limbo forever. Carol offered to join him, having fallen in love with Marcus and Thor opened a portal to Limbo so Marcus and Carol could live happily ever after. (events from Avengers Vol.I 200) Spiderwoman is confused as to why Carol spent three months in San Francisco without contacting the Avengers. Her powers and memories hadn't been stolen yet, so why? Beast and Jocasta come in to the meeting room to give a prognosis on Thor and Captain America. Beast is pleased to announce that the Rogue's effect will be temporary. He's concerned that Iron Man has not been heard from since their initial phone call that afternoon. Spiderwoman says they'll just have to assume the worst. Beast says that Rogue absorbing Ms Marvel's powers could work to their advantage. Apparently, Carol has an aura caused by her hybrid human/Kree metabolism that the Avengers' scanners should be able to track. They pick up the signal crossing Randall's Island moving East. Spiderwoman thinks she may know where Rogue is heading.
Riker's Island, midnight... Riker's Island is now a prison for super-powered beings. One of those beings, Destiny, leans across her cane and says "Be ready, my friends, our deliverance is at hand". It is at that exact moment that the immobile form of Iron Man plummets out of a flying craft to strike the main generator with the force of a small nuclear bomb. This knocks out the power to the electrical grids keeping the prisoner's confined. Only four of the inmates are prepared to escape before the backup generators kick in. Those four: Destiny, the Blob, Avalanche, and Pyro along with Rogue and Mystique form the new Brotherhood of Evil Mutants. The six rendezvous in a courtyard where Mystique has brought along their costumes. As they prepare to depart, a Quinjet appears and touches down in the courtyard. The hatch opens, and Wonder Man, Hawkeye, Scarlet Witch, Vision, Beast, Jocasta, and Spiderwoman leap out. AVENGERS ASSEMBLE!! Wanda warns them that Rogue has the abilities of some of their strongest members, but Avalanche tells them they have a lot more than Rogue to worry about. He creates a tidal wave of concrete that knocks the Avengers off their feet and dumps the Quinjet into the East River. Pyro then creates a giant firebird to attack the group. Spiderwoman breaks off to search for Iron Man whom she believes is somewhere on the prison grounds. Destiny warns Mystique that if Spiderwoman manages to free Iron Man, then their entire plan could backfire. Mystique shape-shifts into Nick Fury and pursues Jessica. Wonder Man is flying circles trying to outmaneuver the large fire-bird just as he flies under it, the bird is transformed into a hammer of fire that knocks Wonder Man to the ground. The Blob saunters over and sends him flying with one punch. Vision assesses that Wonder Man will land somewhere in the West Bronx, so it will be some time before he is able to rejoin them. The Scarlet Witch is starting to recover from Avalanche's first attack. Destiny warns the Evil Mutants that Hawkeye will next fire a smoke arrow to mask the Beast's attack on the Blob. The smoke arrow is fired, but the Beast leaps over the Blob and deals a resounding blow to the head to Pyro. He lands and Destiny tells him that she knew exactly where he would land so she instructs Rogue to bring down a tower on the Beast's head. The Blob is startled to see Vision rising from the ground. Vision reaches into Blob with his immaterial hand, as he starts to solidify his arm, the Blob stands his ground because he can withstand a lot of pain. Vision is stunned that his opponent is still standing, but doesn't wonder for long as Rogue sneaks up behind him to knock him out with a two-fisted punch! Hawkeye notches his next arrow and Avalanche prepares to stop that arrow from being fired. Hawkeye is a split-second faster, so the shaft is loosed and the screamer arrow overloads both their sight and hearing. Avalanche's latest tidal wave of matter still knocks Hawkeye off his feet and buries his bow and arrows in rubble. The screamer arrow has also affected Blob and Rogue, but Rogue recovers quickly and Destiny tells her that although matters seem to be well in hand on the outside, their mission could still be destroyed if Spiderwoman rescues Iron Man.
Spiderwoman has reached the main generator where she finds Iron Man and tries to pull the inhibitor off his back. "Nick Fury" comes in and warns Jessica that the device could be booby-trapped. Iron Man whispers to Spiderwoman that Nick Fury is attending a conference in London. As if confirming their suspicions, "Nick" sprays them with automatic gunfire and then reverts to the true form of Mystique. Spiderwoman unleashes a venom blast, but Mystique slips off before the blast reaches its intended target. Rogue arrives at the scene just then, but she is blasted by a repulsor ray. Spiderwoman has finally managed to remove the inhibitor from Iron Man's armor and recharged his energy cells with a bio-electric venom blast. Iron Man is at full power and is ready to rumble! He flies off and smacks a resounding blow on Rogue. She returns the punch to send Iron Man flying, but is starting to worry that the powers she absorbed from Cap and Thor are starting to wear off. Ms Marvel's powers are permanent, but she doesn't think that will be enough to defeat all the Avengers. It looks like Mystique's plan is starting to unravel! Pyro, Destiny, and Avalanche agonize that the plan relied on surprise and speed and the tide of battle is starting to shift. Pyro says that he only needs a few more seconds but Wanda configures a hex that shatters an old gas main beneath their feet! Spiderwoman and Rogue are still fighting when another repulsor ray blast forces Rogue to drop Spiderwoman. Iron Man swoops down to rescue Spiderwoman, but Mystique is fleeing in a "converti-plane" and rescues Rogue. As they fly off, Iron Man muses about how Mystique has managed to get hold of some pretty sophisticated hardware. They are distracted by the scene in the courtyard. As the gas main exploded, Pyro managed to convert the gas into a giant flame monster. Wanda began casting hex after hex in order to stop the monster, and as a result, the flame monster became an immovable stone monster. Iron Man decides that instead of pursuing Mystique and Rogue, that he should lend a hand to the rest of the team. He smashes the stone monster to rubble while Hawkeye has recovered his bow and a few arrows. Hawkeye takes out Pyro with a blunt arrow to the head. Wonder Man returns to the fray with a giant water tank. He guesses that they won't need his help against Pyro. Iron Man: "Wonder Man! You're all right!" Wondy: "Of course I am. All the Blob did was hit me." Beast is recovering and trying to free himself from the rubble he was buried under. Avalanche recovers at that point and starts to "melt" the tower over the Beast. Wanda manages one last hex that frees the Beast and drops him on Avalanche. The Blob and Vision are still fighting, but Vision sinks into the ground and fires his eye-beams directly into Blob's face. Blob is temporarily immobilized and Vision asks Jocasta to help him create a pit beneath the Blob. Vision directs Wanda to cast one last hex at the debris from Avalanche's last attack which starts to crumble to dust under the power of the hex. Spiderwoman then bursts the water tower Wonder Man was carrying which, combined with the dust forms a gooey mass that buries the Blob with a resounding BLORF!!
Several weeks have gone by, and an Avengers Quinjet approaches Professor Xavier's School for Gifted Youngsters. The X-Folk are lounging by the pool as the quinjet approaches. Professor X suggests that they all leave so that Carol Danver's reunion with the Avengers will be a private one. Storm and Spiderwoman offer to stay, but Carol feels that this is something that needs to be done on her own. The Avengers tentatively approach... "Hi Carol, how are you doing?" Carol explains that Professor X was able to recover her memories and that she remembers the Avengers and how she came to leave them. Hawkeye asks about Marcus. The group is shocked to hear that Marcus is dead! Iron Man offers consolation, but Carol lashes out at him. "Didn't you do enough to cause my pain?" She breaks into tears... Thor: "Be not ashamed of thy womanly tears, Carol. Thou hast lost the one thou didst love." "NO!!" screams Carol as she slaps Thor in the face! "I didn't love Marcus! I NEVER loved Marcus! Don't any of you realize what happened months ago, what Marcus DID to me?". Hawkeye remembers the incident and tells her that she left with Marcus of her own free will. Carol disagrees and explains: "He was a sad, pathetic creature-- possessing the abilities of a god, the body of a man, the emotional maturity of a child. In Limbo, his every wish was granted. He saw me, desired me. He used me as a means to escape from Limbo to Earth and when that plan failed, he took me back with him. You saw it happen, Hawkeye-- you, Iron Man and Thor. You heard his story. Marcus said that Immortus' devices could bend me to his will, but he didn't want me that way. He set out to win my love and finally, as he told you 'with a subtle boost from Immortus' machines' he succeeded. But for all his brilliance, Marcus was careless. He made a fatal error in his calculations. When I... 'gave birth'... to him, his body shifted fractionally out of sync with the rhythm of life in Limbo. Where before, time passes normally for him, it now passed at a fantastically accelerated rate. In days after our return, he aged years. By the time he realized what was happening, he was too old and senile to deal with it. Within a week he was dust. Free of his mind-control, I learned enough of Immortus' secrets to allow me to transport myself home. The rest you know."
Wanda and Simon ask her why she didn't return to Avengers mansion or at least contact them. Carol again explains that she was furious with the Avengers because she felt that they had betrayed her when she needed help the most. "There I was, pregnant by an unknown source, running through a nine-month term literally overnight-- confused, terrified, shaken to the core of my being as a hero, a person, a woman. I turned to you for help, and I got jokes. The Wasp thought it was great, and the Beast offered to play teddy bear. Your concerns were for the baby, not for how it came to be-- nor of the cost to me of that conception. You took everything Marcus said at face value. You didn't question, you didn't doubt. You simply let me go with a wave and a bouncy Bon Voyage. That was your mistake for which I paid the price. My mistake was trusting you. After a trauma like mine, it's easy to wallow in bitterness and self-pity. But both grief and ...guilt.. have to be faced, dealt with, exorcised. There's more... there HAS to be more... to being heroes than simply defeating villains. You have a role, a purpose far greater than yourselves. You have to set examples, lead the way. You represent what we SHOULD be, what we dream of becoming, not what we are. You screwed up Avengers. That's human. What is also human is the ability to learn from those mistakes. To grow. To mature. If you do that... even a little... then perhaps what I went through will have a positive meaning. It's your choice." Carol then says that she will continue to pick up the pieces of her life and survive. Wanda apologizes for them all and the group awkwardly leaves. As the team returns to New York, everyone is lost in their own thoughts. Scarlet Witch worries what would have happened if Marcus had chosen her instead of Carol. She is hurt by the realization that she can indeed let a friend down. Vision summed it all up "Wanda, remember what Carol told us. Heed her words. Today, we have faced some harsh truths about ourselves. But, just as a sword goes through fire to temper and harden the blade, so will we... as individuals and Avengers... emerge from this travail stronger and more resilient than before, and next time, perhaps...should there be a next time... we will NOT fail. Both we and Carol have been granted a second chance, my love. Let us use it well"