The Alpha Flight Space Station, where Carol Danvers a.k.a. Captain Marvel watches the repairs being made to the AFSS by several crew members and decides that there is nothing like losing a battle with a disruptive geneticist and a shape-shifting clone to make you appreciate the little things in life – like two good friends spending quality time together. 'You think I don't know how to fix a busted docking module?' Eugene Milton Judd a.k.a. Puck shouts as Dr Walter Langkowski a.k.a. Sasquatch as they hover outside the AFSS in spacesuits, assisting with the repairs. 'Well, clearly you don't! It's righty tighty, lefty loosey!' Sasquatch exclaims.
'Or two young lovebirds sitting side by side' Carol thinks to herself inside as she watches Hopper and Lieutenant Wendy Kawasaki examining blood samples. 'Close, but not close enough. If we don't find an antidote to HLA-12...' Hopper begins. '... Carol goes from super hero to super hurricane, I know!' Wendy exclaims. 'Or two good natured, well-adapted aliens... who... who... yeah, I got nothing' Carol decides as she looks at Lieutenant Commander Abigail Brand, who scowls at the Flerken cat, Chewie. 'What are you staring at?' Brand asks Carol.
Carol looks at a photo of the Hala child called “Bean” that is taped to a mirror and decided that even with all that, you don't stop missing the little blue kid who wrapped her sticky fingers around your half-Kree heart. 'So you do what you gotta do... you use the loneliness. You improvise. You remember. And then you recruit' Carol tells herself. That is the reason she started the Cadet Training Program at Alpha Flight Space Station, for with the Chitauri on the horizon, it is never too early to start training – even if it is too late for Bean.
Standing before Carol are three young humans, all wearing the standard white, red, blue and yellow AFSS uniforms. A young man with light brown hair gives a half smile, while a young woman with grayish-brown hair smiles, and a young woman with dark hair, shaved on one side, bites her lip. A strange robot hovers over her. 'Nervous? You better be. As the first class of Alpha Cadets, you've got a whole lotta eyes on you, and not just mine...' Carol tells them. They each stand with their hands behind their backs, and Carol turns to the young man first, addressing him as Dante, she announces that he wouldn't be here if the Black Widow hadnt vouched for him. 'Let's hope she's not wrong...' Carol remarks. 'Black Widow wrong? Yeah right' Dante replies. The woman with the grayish-brown hair appears to have no legs below her thighs, but stands tall on what appear to be a form of cybernetic enhancements. Carol calls her Glory and reveals that she won the Stark Science Expo at University of Manila. 'Too bad this isn't just a classroom' Carol tells her.
'Are you kidding? I'm the child of two astrophysicists. This may as well be my bedroom' Glory boasts. Turning to the woman with the shaved hair on one side, with the robot hovering over her, Carol states 'A'di and R2-D2 here came all the way from Wakanda...' A'Di interrupts Captain Marvel, announcing that her drone's name is Itz, as in it's not a droid. Carol points out that Black Panther thinks they have all the right stuff, but then again, he thought the Cap'N Marvel TV show was a good idea.... 'Ouch' A'Di remarks. 'Me-ep' Itz utters. Carol informs the three Cadets that this won't be easy for them, and that she is tough on them for the same reason her Cos were tough on her. 'Meep?' Itz asks. 'Sublimated anger issues?' A'Di enquires. 'Combat PTSD?' Glory asks. 'Sexism?' Dante suggests. 'No! Because one day you could assume a command post of your own. Just like Alpha Flight!' Carol exclaims.
The three Cadets (and Itz) are subjected to a combat training exercise against Sasquatch as Carol tell them that when that if and when that day ever comes, they will need to be combat ready. A'Di instructs Itz to fire some energy blasts at Sasquatch, while Glory wraps her cybernetic legs around his neck, and Dante holds a thin fencing-type sword towards him. Carol points out that they will need to have plenty of practical experience, and the young Cadets are shown to be climbing along the outside of the AFSS in spacesuits, supervised by Puck. They will also need strategic know-how, and Carol observes them as they navigate their way around large screens at monitor stations, while Chewie and Itz look on.
Carol informs the Cadets that there won't be time for mistakes. She states that Pearl Harbor fell in ninety minutes and Thanos in less than sixty. Carol turns to leave the room and tells the Cadets that is why she is giving them thirty minutes to break out of this combat sim room. 'You'll see why my crew calls it the Blood Shed' Carol adds. 'Wait – the Blood Shed?' Dante asks, concerned. 'I wouldn't even be down with a Bruise Shed' Glory remarks. 'Oh, please. This is like Dora Milaje preschool' A'Di exclaims.
The door closes behind Carol and a sign indicates that the chamber is locked. Carol gives them some advice, suggesting they work together and think “Band of Brothers”. The drone makes some beeping noises and A'Di tells the others that Its is right – band of sisters, and one brother. 'Either way, you're all here for a reason. Now it's on you to find out' Carol states.
'Tell me you did not just blood shed the Alpha Cadets' a voice remarks. Carol looks down the corridor and sees Abigail Brand, and tells her 'I may have'. Brand asks which battle sim it is, and Carol reveals that it is the Chitauri invasion. 'No mercy, eh?' Brand tells Carol, who reminds Brand that this isn't space camp. 'As much as I loved space camp' Carol admits. They stand together at an observation deck and look out over the blue planet below.
A pink light appears in the distance of space. 'Rhodey's gone, Tony's in a coma. Bean's some kind of... Hala energy ghost' Carol tells Brand, who replies 'We all face a hero's death... sooner or later'. Carol points out that with the Chitauri coming, she is betting that it is sooner, so they may need the next generation to hold the line. 'But... a nerd who built her own legs, a wannabe Dora Milaje whose BFF is a talking drone... and a Jersey junior mall cop?' Brand asks.
'You get what you get and you deal with it' Carol responds, to which Brand asks 'Three shed heads who won't last an hour in combat?' Carol informs Brand that she sent Wendy to round up extra protective gear from the Triskelion. Wendy can be seen on a monitor, riding the high-speed transport back to Earth, she exclaims 'It's okay, no, really. I got that double PhD to be the Alpha Flight errand girl!'
Later, in the AFSS research lab, Carol walks into see Hopper holding a star symbol and grins as he tells Carol that he has a present for her. 'You shouldn’t have' Carol replies. Hopper tells her that he knows, and reveals that there are so many lethal toxins in this thing that it is probably illegal in three solar systems. 'No, really, you shouldn't have' Carol tells him again. Hopper holds the star between pincers and explains that it would kill anyone else, so it should at least temporarily shut down her Hala effect. 'A Hala-Carol kill switch? Whoa' Carol replies, to which Hopper admits that he can't be sure it won't kill her, too. 'So, you know, save it for when you really need it' he suggests. 'That's comforting' Carol mutters. Hopper explains that it is designed so she can keep it on her at all times, and it won't activate until she breaks her skin. 'Um... thanks?' Carol replies as she sticks the star over the Hala star symbol on her chest.
'What are friends for?' Hopper replies. 'If not to help friends... not accidentally flatten other friends... yeah, that sounded better in my head' he mumbles, to which Carol tells him to know when to quit.
Carol looks at a timer on her watch and tells Hopper that she has to jet – she can't let her Cadets fight the Chitauri for much longer. 'Hunh?' Hopper asks, confused. Carol tells him that they are fake Chitauri, in the combat sim. Hopper gets to his feet and tells Carol that she had him spooked – what with the unusual amount of space dust out there today, plus the surge in gamma radiation, then the random ship showing up at the docking module. 'What ship?' Carol asks. '... and then that other one...' Hopper adds. 'Wait, what?' Carol asks, before a voice over the comm tells her that she better get to the bridge. 'We've got company'.
Shortly, Carol is on the bridge. Brand, Puck and Sasquatch stand around her, while several guests are lined up before them – Monica Rambeau a.k.a. Spectrum and Ms America Chavez of the Ultimates group, Peter Quill a.k.a. Star-Lord, Gamora, Rocket Raccoon and Baby Groot of the Guardians of the Galaxy, Marcus Milton a.k.a. Hyperion and Avril Kincaid the current Quasar. 'You're telling me the Chitauri swarm is on the move from deep space? Carol gasps. 'The bugs are forming up. As in, attack formation' Gamora declares. 'Thought you might need a little help. You and you know... the whole freaking Earth?!' Star-Lord points out. 'What he said' Spectrum agrees, while America suggests that it is lucky for them Carol has a large docking module. Chewie the Flerken cat hisses at Rocket, and he mutters 'Ya know I get that a lot...' 'I am Groooot!' Baby Groot exclaims. Rocket replies that Groot is just cranky because they are all going to die. An alarm sounds, and Star-Lord tells Captain Marvel that he is pretty sure this is where she says “battle stations everyone”. Wide-eyed, Carol orders 'Battle stations! Everyone!'
Inside the Blood Shed, the Cadets are attacking the Chitauri simulations. Dante swipes one of them with his sword and points out that force isn't working. 'Ya think?' A'Di mutters as she punches one of them, while Glory kicks one with her cybernetic legs and suggests that they have to crack the combat sim mechanic. The trio find themselves surrounded as the aliens move in closer. A'Di tells the others that there has to be a way to access the combat sim software from inside the simulation. 'When I was in SHIELD training...' Dante begins, but A'Di inerrupts: 'You? SHIELD? For real? It's not like you mention it...every five minutes...' 'Except, like, you do' Glory points out. Dante frowns and asks A'Di if she has a better idea. 'No, but Itz does' A'Di announces, telling the drone to go and scan for a control terminal, any kind of access point. 'Meep?! Me meep?' Itz replies. 'Okay, drama queen' A'Di remarks. 'Meep?' Itz asks. A'Di tells Itz that it is a sim. 'You literally can't get blown up...' she assures her drone. 'Just go, you big whiner!' A'Di declares as Itz flies past several Chitauri.
Itz finds the panel and releases a blue energy over the panel, 'Wah-o-wah-o' Itz repeats over and over. 'Is that good, A'Di?' one of the others asks. A'Di confirms that Itz found it, but can't reach the panel. The panel is up high, though, and Dante exclaims that they are screwed, as it's not like they can just fly up to the panel. 'Actually... can I borrow your blade?' Glory asks him. Glory then blasts upwards. 'Whoa. Great legs...' Dante exclaims, while A'Di snorts. 'I meant the engineering...' Dante explains. 'So not gonna happen' A'Di declares. 'How d'you know?' Dante asks. 'Um you're a boy' A'Di tells him. Dante just smiles, while, up above, Glory calls out 'Got it!'
On the command bridge:
'What do you mean the planetary shield's not functioning?' Carol snaps at Sharon Carter and Captain America as she speaks with them over the monitor. Sharon reports that it was taken out at its main station by a Hydra suicide bomber hours ago. Carol asks if they have a fix and reminds them that they have their basic tsunami of hostiles incoming, and she doesn't think they are going to wait. Captain America assures Captain Marvel that they have an answer, and asks her how things are in the stars. 'If this is a suicide mission, I'm happy to report we're doing it the right way' Carol retort, before pressing a red button and ending the communications. She turns to those standing behind her, obscured by the shadows and tells them 'You heard Rogers. Until they get the shield back online, we're the only thing standing between the Earth and that...infestation'. She adds that it looks like they are Earth's first, last and only line of defense. 'Let's step up and show the galaxy what that looks like' Carol declares, before announcing that she has one question for them: 'How the hell are we gonna win this fight?' The viewscreen shows the approaching horrors – the large serpent-like Chitauri monsters and dozens of battle-ready alien warriors at their side.
Back inside the Blood Shed:
'This isn't right' Glory exclaims as she hovers in the air, Dante clinging to her leg. 'What was your first clue? The spinning floor? Or the tiles shaking off the walls?' Dante asks. 'Yeah, I don't think this is any battle sim... I think it's a...' A'Di begins as she clings to Itz as the floor below them is ablaze. '...BATTLE!' Dante exclaims as a wall is blown open and they drop to the floor and move out into the corridor, where Alpha Flight Space Station personnel are engaging in combat with the Chitauri. 'Holy crap!' Glory calls out. 'That's... that's... they're...' A'Di utters, lost for words. 'Wah-o-wah-o' Itz repeats loudly over and over. 'Chitauri! The kind that literally can blow you up, buddy!' Dante declares. 'Meeeep!' Itz utters.
Outside, Star-Lord, America, Gamora, Quasar, Rocket and Groot, Spectrum and Hyperion stand ready for battle as Captain Marvel flies forward and delivers the first blow: 'Die with your boots on, people!' she exclaims as she slams her fist into one of the Chitauri aliens. Speaking to Captain America via communicator, Carol forces a large number of the aliens backwards by flying into them and reports to Cap that there are too many of them, and they are not going to be able to hold them back for long. 'STRIIIIKE!' Carol jokes as she kicks one of the Chitauri into several others. Carol then tells Cap that they could sure use a giant impenetrable force field surrounding Earth right now. Carol slams her fist into one of the aliens as Cap's voice is heard over the communicator, telling Carol that he hears her, and to hold tight, as he has two of their best people on it. 'Riri and the Tony AI?' Carol asks, informing Cap that “Tai” has gotten her out of a few tough spots lately. 'Huh? Tai?' Cap enquires. As Carol is slammed by one of the Chitauri, who knocks her into one of his fellow aliens, she tells Cap that her had to be there.
Carol fires a blast of energy as she calls out to her allies, 'Hold the line! We can't let them through!' she exclaims. 'No problemo' Star-Lord tells her as he fires a blast from one of his weapons. 'Eh, some problemo' Gamora points out as she fires her weapon at one of the Chitauri who is at close range, blasting a hole through his chest. America Chavez slams the heads of two Chitauri together, while Rocket slashes the chest of the Chitauri he hovers over, 'Major problemo! Major problemo!' he calls out, as an angry Baby Groot clings to his shoulder.
Spectrum ducks as one of the Chitauri flies over her on some sort of space-hover board. One of the large serpent-like Chitauri monsters flies close to the battle, 'Quasar I'm hit!' Hyperion calls out as one of the aliens in the distance shoots him. But Quasar is busy as she hovers in front of the monster, glowing, energy radiates around her, and suddenly, the hideous monster slams its large mouth down on Quasar, chomping closed. 'Steve! Quasar is down. I repeat, Quasar is down... we need that shield!' Carol announces.
The Alpha Cadets are watching the battle from a position in the AFSS where the hull has been breached, but sealed by a force field. 'Did you see that? The bug monster thing ate her!' Dante exclaims. 'Holy crap holy crap holy crap!' Glory repeats. 'That could have been us' A'Di remarks. 'M-e-e-p!' utters Itz. A'Di tells the others that it was a good death. 'Do you really believe that?' Glory asks. Dante declares that what he believes is that they should be out there fighting with the Captain and all of the others. 'Your blade isn't gonna do much about that swarm, Jersey' Glory points out. A'Di adds that they don't have anything to fight with. Glory coughs, 'Actually...' she begins as firearms emerge from her cybernetic legs. 'Why am I not surprised?' Dante asks. 'Whoa, girl' A'Di exclaims.
Suddenly, the Cadets see a Chitauri on a space-hover board move towards them. 'Whoa – ugh – Glory!' Dante exclaims. 'Don't let it in!' A'Di tells her. Glory tells the others that she has to power up. Her legs click and clack, then whirl, and the emergency force field disappears as the Chitauri leaps towards them. Dante looks horrified, while Glory tells them to take cover, as the firearms on her legs unleash powerful blazes of fire, destroying the savage alien.
Carol looks out down to the Earth below and wonders what is taking so long. 'Come on, Tron Tony... you got this, Riri... get that shield up now... we're running out of time!'
The other heroes continue to fight the alien invasion, when suddenly, a beam of light rises from a platform. 'Is that what I think it is?' Carol wonders. 'Shield's up!' a voice announces over the communicator. Carol instructs the other heroes to pull back, as the shield is up and running. 'Shield is a go! Everybody get safe!' Carol announces, while the voice over the communicator adds 'And... you're welcome, Space-Face. The Chitauri aliens seem to slam into the shield and explode. Carol watches them and points out that they are too damn stupid to know better. Carol looks pleased, and contacts Captain America, asking him if he is seeing this. 'We did it... we really did it' she tells him.
Back inside AFSS, the three Cadets look down at the smoldering corpse of the Chitauri alien. 'Look at him... her... how do you know?' Dante tells the others. Glory informs him that not many alien species align to a gender binary, to which A'Di declares that she isn't going to care either way when it is snaking on them. 'Which it will...'cause look at how many of those things are out there. Do the math' she tells the others. Glory announces that, mathematically speaking, they are doomed. Suddenly, Puck barges into the corridor. 'There you are! Been looking everywhere for ya twerps... wait, what're you little snot-heads doing with that dead bug?' Judd asks them. The three Cadets fall into line, and Dante replies 'Uh... nothing?' A'Di claims that they found it like this. 'I torched it...' Glory admits. 'With what?' Judd asks her. 'Flame-throwing feet' Glory reveals, looking down at the diminutive Alphan. Judd peers at Glory's cybernetic legs and remarks that they are still not the strangest things he has seen today. 'Join the club' Glory replies.
The Cadets follow Puck down the corridor as the experienced Alphan informs them that the worst is over, they will get them back home soon as the shield is back down again. 'You home, and Wendy back...' Puck remarks. 'Yes, sir' Dante replies. Puck tells them that they just saw their first combat, and suggests this mustn't be what they expected when they signed on. 'No, sir' Dante agrees. 'Not even close' Glory remarks. 'Meep' Itz calls out. 'Oh, pretty much exactly' A'Di claims. Puck then turns back to the Cadets, and, fascinated by Glory's legs, asks her if those things come in rocket launchers.
Rocket and Baby Groot are catching some sleep while they get the chance. Carol contacts Captain America and tells him that they have wounded up here, but that the shield is not responding. She asks him if he can handle it on his side. 'I'm afraid I'm not going to be able to do that, Carol...' comes Cap's response. Star-Lord and Gamora look forlorn as Carol asks Cap 'What do you mean? Is it not working on your end either?' to which Cap reports that it is working as planned. America sits at the unmoving Hyperion's side and looks concerned as Carol asks Cap to let them back in, as the situation is all clear. 'Actually... they won't stop until they find their queen' Captain America announces. 'Queen? What? Steve, what the hell are you talking about... what have you done?' Carol asks, while Puck, Sasquatch and Brand look at her, concerned. '... exactly what you would do... wall off the world from its greatest threats' Captain America reveals, while the three Alpha Cadets turn to each other.
Carol is outside now, floating in space. Chitauri bodies and debris from their space-hover boards are scattered about. Carol hangs her head. She knows now that Captain America was talking about her, and Quill and Gamora, and Quasar, and America, and her crew – all of them. That's how she knows that what they are really facing is a threat far greater than a billion Chitauri, and not just that – a threat on the wrong side of the shield, he conned them into building for him – conned her.
'... this will be the last time we speak' Captain America informs Captain Marvel, before the communication is ended. 'You better hope that's true, Captain... you better... hope.' Carol announces grimly, narrowing her eyes.