Spider-Man has failed to stop the Super Skrull from his rampage and now has to face the insanely powerful Skrull alone. However, as they fight on, Spider-Man notices that the Super Skrull's powers are weakening. When a power line burns up and snaps loose, the Super Skrull realizes that the electrical wires above are blocking the transmission beam from space that gives him his powers. Striking the electrical generator with a flame blast, the Super Skrull causes an explosion that knocks Spider-Man out and covers his escape.

Pulling himself from out of the wreckage, Spider-Man learns from Jean DeWolff that the Super Skrull is attacking the cruise ship the Queen Elizabeth 2. This just happens to be the very ship that Carol Danvers is aboard, covering the story for Women Magazine. The Super Skrull has sought out a clay statue in the possession of antique dealer Josiah Rubin. Smashing the statue open, he finds a special Cavorite crystal inside that can power a star drive.

Upon exiting Rubin's room, the Super Skrull is attacked by Ms. Marvel. Their fight takes them to the deck of the ship, where Ms. Marvel manages to not only get the upper hand against the Super Skrull but also to knock the jewel from his hands. As she recovers it, she recognizes it as being similar to one presently being studied by NASA. She is distracted long enough for the Super Skrull to attack her from behind, punching her so hard she goes flying toward the Statue of Liberty before she is rescued by Spider-Man, who snags her with a web line and pulls her back to the ship.

Intrigued with how the Super Skrull was weakened due to the disruption of the power lines, Ms. Marvel sends Spider-Man to distract the Super Skrull by taunting their foe with the crystal. As Spider-Man keeps the Super Skrull occupied, Ms. Marvel wraps electrical wires around the top area of the ship to create a more concentrated interruption of the Skrull's powers and arranges with the ship captain to feed electricity through it.

Spider-Man has meanwhile fled to the ship's bilges to get away from the Super Skrull. However, the alien manages to catch up to him. Spider-Man lures him into the parking level of the ship, where he traps the villain with Ms. Marvel and electrifies the grid she built outside the ship. Ms. Marvel battles the weakened alien and ultimately ends up throwing the crystal at the Super Skrull when he has her pinned with a car. It makes contact with the Super Skrull's body while she orders Spider-Man to turn off the jamming grid. The combination of the resumed energy flow and the crystal causes the Super Skrull to be teleported to some random place in space.

Spider-Man breaks through the door to find that the Super Skrull is gone, but the crystal has remained behind. Picking it up, Ms. Marvel suddenly feels mesmerized by the crystal and it suddenly floods her mind with millions of images of her split personality of Carol Danvers and Ms. Marvel.
* Gaspar Saladino uncredited letterer Page 1

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