Rick Jones is at Avengers Mansion. His girlfriend Lou Ann lies comatose. Her energy is slowing being drained by a small disc that cannot be removed without killing her. Rick Jones summons Captain Marvel via his nega bands to tell the Avengers about the menace and plans of the evil Titan Thanos. While this discussion takes place, the Controller has slipped into the mansion. He stealthily separates and defeats all of the Avenges in short order. He then approaches Captain Marvel telling him that he has come to retrieve Lou Ann for his employer Thanos.
The story shifts to Louisiana where Thanos has discovered the hidden Cosmic Cube. The entity Death is also present . However, Drax the Destroyer opposes him. The two duel. Thanos places Drax through his "Time-Mind Sync Warp". Drax eventually frees himself but the effort renders him unconscious. Thanos takes his prize: The Cosmic Cube.
At Avengers Mansion, Captain Marvel is defeated by the Controller. The Controller has had his powers greatly enhanced by Thanos and defeats Mar-Vell by pulling down a mountain of equipment down on the Captain. He takes Lou Ann. Under the rubble, Captain Marvel has reverted back to Rick Jones. Rick is pinned but safe. However, he does not understand where Captain Marvel has gone. He nega bands no longer work to summon his alter-ego.
The prologue show Captain Marvel in space in the presence of the space entity Eon. Eon states that in order for Captain Marvel to defeat Thanos, Captain Marvel, the soldier, must die!