(Captain Marvel is seen flying over New York while Kid Arachnid swings his web, and then they land in a rooftop.)

K. Arachnid: Where should we start? (Captain Marvel is in awe) Carol? We don't have much time!

Captain Marvel: Batman's strategy is all wrong. Delaying our offense is pointless! It's one less hour before Brainiac sends us all to hell. Saving these people could doom BILLIONS more!

K. Arachnid: I can see the people down there...ALL of them. They're afraid, like I was when I didn't have those powers. And I look at us and just think... we can give them hope!

(Captain Marvel lightly shakes her head, thinking this is hopeless. Down on the streets, more people are being gathered by robots. As one of them pushes a police officer to go faster, Captain Marvel swoops down and grabs it. Everyone is confused.)

Captain Marvel: Up here!

(Everyone looks up to see Captain Marvel and Kid Arachnid holding the robot up. Captain Marvel crushes the robot's head and drops it. The other robots fire lasers at the two super-powered beings but they dodge them easily. Captain Marvel lands and blasts through the other robots, using her powers to damage them before the kill. Kid Arachnid joins the fight when Captain Marvel starts to get overwhelmed. When all the robot are down, the heroes look over at the humans... who run away at the sight of them.)

Kid Arachnid: Why are they so afraid of us?

(Carol simply remains indifferent. Suddenly, a powerful blast hits Kid Arachnid dead-on and blasts him back a fair ways, stunning him. The blast comes from Moonstone.)

Captain Marvel: Karla!

Moonstone: Welcome back, Carol!

(Captain Marvel rushes at Moonstone, who fires, striking Carol and sending her into a bar called the Ace O' Clubs. Captain Marvel groans as she gets up. The barkeep holds a shotgun at Captain Marvel... then turns when he hears someone at the door. The door handle jiggles... and then freezes... along with the entire door! The door explodes and the barkeep hides.)

????: HUMUNGOSAUR!

(Suddenly, an evil Humungosaur charges at Carol and pins her down, punching her face hard several times. In walks Charmcaster, ready to cast a spell.)

Charmcaster: Your heart is so cold, Captain Marvel. Let's put you on ice!

(The evil Humungosaur jumps to Carmcaster's side and detransforms, revealing to be Albedo. Captain Marvel gets to her feet. Charmcaster blasts her, but she shoots a blast of her own, and overpowers Charmcaster as the impact shoves Albedo off.)

Charmcaster: Nice rope-a-dope.

Captain Marvel: Give up your code of honor, Hope? Why lower yourself to work with Otto?

Charmcaster: You're not so pure, Carol. You...you "executed" Hex! He was my uncle, my family!

Captain Marvel: An uncle who led YOU into a life of crime! HE paid for HIS mistakes! And now, so will you!

(Captain Marvel is on par with Spider-Man as far as strength and speed. But, as shown by Albedo, NOTHING can escape the impact of an explosion. Still, though she holds her own, the sorceress is dropped by the Helf-Kree.)

Captain Marvel: My condolences.

(Captain Marvel turns to see Albedo, who gets up and stretches his muscles.)

Captain Marvel: Albedo, right? Ben told me you used to be a galvan before trying to replicate the Omnitrix.

Albedo: Then you already know how I ended up in this disgusting body.

(Albedo becomes Rath.)

Albedo (Rath): Now let me tell you something, Carol Danvers! You think you're powerful, but I am QUITE superior to Ben himself!

(Albedo tries to make sure to prove his point. While his feral strikes (as Rath) hurt Captain Marvel and keep her at length, she uses her powers to close the gaps, and eventually defeats Albedo.)

Captain Marvel: The mightiest you are not.

(Suddenly Spider-Man comes in and Captain Marvel approaches him as a green mist surrounds her.)

Spider-Man: Carol, you're safe! Thank God.

Captain Marvel: (approaching Spider-Man) We have to find Miles. He's...

Spider-Man: We will. (holds Captain Marvel's waist)

Captain Marvel: Peter, we don't have time for...

Spider-Man: Please. I've missed you.

Captain Marvel: (smiling) We can beat them, Peter. Kang, Batman, Ghost, they ALL go down today.

Spider-Man: And we'll rule side-by-side as equals.

Captain Marvel: And lovers.

(As they go fot the kiss, Spider-Man kicks her away, and then he approaches her while revealing his Iron Spider Suit's legs.)

Spider-Man: I turned to you when Mary Jane died! You took advantage! Manipulated my grief! (shoot some webs which trap her.) Turned me into someone I wasn't meant to be.

Captain Marvel: (groaning) That's not true! My love made you stronger!

Spider-Man: Is THAT what you tell yourself?!

(Captain Marvel breaks free and blasts Spider-Man.)

Captain Marvel: That's what SPIDER-MAN told me, Mysterio! 

(Captain Marvel wakes up in the green mist with a groan. Mysterio chortles at her as she stands.)

Mysterio: Hehehaha. Of course, nobody is afraid of Spider-Man anymore, not even you... you're afraid you CORRUPTED him. Brave hero. Your worst nightmare is becoming the villain of the story.

Captain Marvel: To hell with your games!

Mysterio: Classic anger displacement. 

(More hallucinogenic smoke surrounds the area)

Mysterio: Let's continue the show.

(It seems that Captain Marvel's anger is NOT displaced here; she is QUITE pissed at Mysterio! And while the hellucinogenic smoke does make Captain Marvel hesitate, she's STILL strong enough and quick enough to nearly knock the head off of Quentin Beck.)

Captain Marvel: The show is over!

(Mysterio tries to use more of his hallucinogenic smokes, but Captain Marvel breaks one of his arms, causing him to scream in pain, and thenshe grabs his neck.)

(Meanwhile, Kid Arachnid is hurt pretty badly from the blast before and falls to his back. Moonstone approaches him methodically.)

Moonstone: "Spider-Man 2.0". You ARE a rare, rare find. No wonder Kang wants you... dead or alive. (blasts him.) It turns out your spider senses haven't started tingling yet. And that's a shame it never will.

(Moonstone's left hand glows, and then she grips Kid Arachnid's wrist as the glowing hands causes him pain. Moonstone wonders how to make Kid Arachnid suffer... when Captain Marvel flies in and knocks Moonstone off Kid Arachnid.)

Captain Marvel: Hang in there, Miles. The gods will protect us.

(Moonstone stands and grunts, knocking her dislocated shoulder back into place by slamming it into a pillar.)

Captain Marvel: Karla. I'm surprised someone so ambitious still follows Otto's orders.

Moonstone: No, Carol. I only joined Otto to draw out my OWN quarry... YOU!

Captain Marvel: A fool's errand! Like when you sought the power from the rock which belonged to the original Moonstone.

Moonstone: It was a good quest. Now I'm stronger, faster, and ready to blast you away once and for all.

(Of all of Captain Marvel's personal enemies, Moonstone is the most dangerous next to Ronan the Accuser himself. The fight is brutal, but Wonder Woman manages to bring Captain Marvel down.)

Captain Marvel: (approaches the fallen Moonstone) You seek power? You got yourself a curse that can never be undone. THIS is the peace you deserve!

(As Supergirl comes to, Wonder Woman picks up Cheetah with one hand and prepares to pierce through her heart. Suddenly, Harley Quinn, Goblin Knight and Ms. Marvel show up in front of Kid Arachnid.)

G. Knight: You all right, kid?

(Harry helps Miles to his feet.)

H. Quinn: Sit tight. (draws guns and shoots the sword out of Wonder Woman's hand) She's had enough, Captain BREAD!

Captain Marvel: This isn't your business, CLOWN!

G. Knight: You heard Batman: NO KILLING!

Captain Marvel: YOU lecture me?! How much blood is on YOUR ledger, Harry?!

H. Quinn: Oh,...buckets full, honey. I was tryin' too hard to impress the wrong guy, just like Harry with his former father, and you with Spider-Man.

(Captain Marvel grimaces in anger and tosses Moonstone aside. She rushes to Harley Quinn while Goblin Knight tries his best to delay her with his explosives. In retaliation, Captain Marvel blasts both of them away much for Kid Arachnid's shock.)

Kid Arachnid: NO!

(Something snaps withing Kid Arachnid and he along with Ms. Marvel shove her away with their combined attacks. Miles goes to Harley and Harry while Kamala goes to distract her former master.)

Kid Arachnid: This is gonna hurt... a lot.

H. Quinn: Heh...even better...

(Goblin Knight gets up.)

G. Knight: I should thank Batman for upgrading my suit. Without it, I would be already dead.

(Captain Marvel gets up and prepares to face her former protege.)

(To be continued)