Caught in the middle of a battle between rival yellow and blue factions of A.I.M., Carol Danvers changes into Ms. Marvel so that she can try to escape. While fighting to escape, she has to face not only both groups of AIM, but also M.O.D.O.K. and Death-Bird.
After a lengthy battle against Death-Bird, Ms. Marvel learns from the dying leader of the yellow AIM group that M.O.D.O.K. intends to take control of the AIM space station, and intends to shoot himself into orbit via their South Bronx missile silo. Traveling there, Ms. Marvel is caught in yet another battle against Death-Bird, while M.O.D.O.K. manages to escape in a rocket.
When Death-Bird is seemingly killed by the exhaust of the rocket launch, Ms. Marvel rushes to push the abort button on the launch, causing the missile to eject its escape pod in the city. Tracking it down and breaking it open, Ms. Marvel finds that somehow M.O.D.O.K. has escaped. Furious at this, she vows to capture him someday.
