starring Captain Marvel
with Ms. Marvel, Hercules, Drax, and Eros

by Van Allen Plexico

This story first appeared in MV1's CAPTAIN MARVEL #63-69



The shield which blanketed the surface of Titan and protected it from attack shimmered, sparkled, and vanished. The machinery which had generated it lay as a smouldering pile of half-melted rubble in the central control room. And Drax the Destroyer bellowed in approval.

"Grab him!" Mentor called out. "He must not damage anything else!"

Ms. Marvel rushed forward, airborne, and slammed into Drax head-on. Recovering instantly, Drax swung a massive fist out and smashed Carol into the floor. That same moment, Eros struck from the other side, landing a ringing blow which staggered the Destroyer.

"Genis! We can't handle him alone! He's out of control!"

Genis said nothing, despite still struggling to regain his senses from the intense shock of cosmic awareness which had hit him moments earlier.* Launching himself into the air, he knifed into Drax's side, unleashing a flurry of blows to the Destroyer's tough hide. As he drew in closer, Genis met Drax's eyes, and saw not the calculating intelligence which had resided there before, but a mindless fear and anger; a wild, animalistic nature which could not be contained. And as Genis recoiled from this discovery, Drax smashed him with an energy blast and then brought his fist around to deck the hero.

*Last issue, natch. -- Van

Ms. Marvel pulled herself to her feet and renewed her attack, even as Drax bellowed again and whirled, raising his hand to strike again. Eros rushed forward, seized the hand, and directed it downward just in time to deflect the blast, but Drax swung out wildly with his other fist and sent Eros to the floor again. Genis and Ms. Marvel picked that instant to strike, one from each side. Their twin blows staggered the big figure, causing him to stumble backwards a few steps. Blinking, Drax sought to regain his footing. At that moment, a beefy finger tapped him on the shoulder. The green-skinned Destroyer paused, then turned.

The blow struck him on the chin, making full contact. Drax crashed back through the wall, and from the sounds, through another wall or two as well, before coming to a halt. Seconds passed, and Drax did not return.

The heroes picked themselves up and brushed themselves off. "Nice work," Genis commented.

Hercules grinned. "I owed him a gift," the former god replied. "Twould seem fortunate I waited until now to bestow it."

While Hercules and Eros dug through the debris to haul the unconscious Destroyer out, Genis and Ms. Marvel rushed to Mentor's side.

"The defensive shield projector controls are beyond repair," Mentor informed them. "They will have to be entirely rebuilt."

Genis stood unmoving, unblinking, for a long moment. Then, "We don't have the time. They're coming."


"The Enemy. And his army."


They all whirled to see what had caused Eros to cry out.

The former Avenger was pointing to one of the viewscreens above them. "Look there!"

Wave after wave of spacecraft-- hundreds, if not thousands of them-- bore down on Titan.

No one said anything for a moment. Then they all moved into action at once.

"How big is the fleet?" Mentor asked.

"Hard to tell--" Eros replied, "--but it's as big as anything I've ever seen before. Easily larger than that Skrull fleet from a few years back.* Probably bigger than Thanos's fleet at its height."

*AVENGERS #97 or thereabouts-- Van

"And they're coming straight here, aren't they?" Carol asked.

Eros and Mentor both nodded.

"Well, we know what to do," she sighed.

"We can't stop a force that large," Eros growled.

"That's beside the point. We have to go try." Ms. Marvel glanced at Genis. "Can your cosmic awareness help us find the weak points, the flagship; that sort of thing?"

"Maybe." Genis shrugged. "Probably."

"Then let's go. Eros--contact the Avengers. Tell them what's going on, and to get out here as fast as they can."

Eros frowned. "I am doing so now."

Genis motioned toward the inert form of the Destroyer. "What about Drax? Can we leave him--?"

Before anyone could reply, the green eyelids fluttered open. Hercules tensed, ready to act, but Drax quickly raised a hand, palm outwards. "Wait. I am-- recovered."

They all gathered around him, still on the defensive. "Drax--" Genis asked, "--what happened?"

Drax ran a hand over his impassive face, then looked up at Genis with those deep red eyes. "I am not certain. I felt an overwhelming presence within my mind... It overrode my own control and submerged my consciousness beneath itself. I vaguely recall fighting..." He glanced around, saw the melted computer controls. "I did that, yes?"


Drax nodded. "More memories are returning now. I recall being abducted, weeks ago, by...." He frowned, straining to recall. "...By a group of Kree and Skrulls, working together. And there were other races there, as well. They took me before their leader, a Kree himself, as I recall. He must have done... something to my mind..." The Destroyer frowned even deeper, a frown which promised violent revenge.

"This is true?" Eros glanced at both Genis and Ms. Marvel.

"I sense sencerity in Drax's words," Genis stated softly. "Whether that be the cosmic awareness or my own feelings, however..."

"My seventh sense detects no immediate danger from Drax," Ms. Marvel added.
"Of course, it didn't alert me at all to him before, until just before he attacked."

"I think he was a plant," Genis said slowly. "They wanted us to find him, to rescue him. To bring him here."

"They programmed me," Drax nodded. "Brainwashed me and set me up as a tool. And now my programming has run its course," he growled. Pulling himself to his feet, he brushed debris from his uniform. "They who did this will find that I have outlived their programming. They, however, will not be so fortunate."

"The fleet is moving within the orbit of Neptune," Eros reported. "It will be here in minutes."

Genis glanced at Drax again, nodded. "Then let's go."

Genis led the way, photons sparkling in his wake. To his right soared Drax, and to his left, Ms. Marvel. Trailing behind him, wearing a borrowed spacesuit and riding the photon trail, came Hercules. Eros brought up the rear guard. Each wore a tiny communications headset Mentor had provided.

"No sense in hitting them head-on," Ms. Marvel was saying. "The Avengers tried that with Thanos's fleet, back when he wanted to blow out the sun. I've read the reports. All they accomplished with that tactic was to waste a lot of time and energy."

"Right," Eros agreed. "We have to find the flagship, and hit the leader head-on."

"Aye," Hercules added, "and that is the task before young Genis. Are you up to it?"

Genis said nothing, merely continued to probe subliminally at the vast wave of spacecraft in the distance. So many, too many to be able to examine each one individually... Only enough time to sweep his thoughts across each cluster, and seek some sort of indication...

"Look out!" Drax cried out and veered away as an energy beam lanced through their group.

"It's their scout ships! Spread out!"

The five heroes darted in differeNt directions as two small craft rocketed past them, guns blazing.

"I have them," Drax reported, propelling himself after them. "We must draw them away from Genis, until he locates the flagship!"

"More are coming from that direction!" Ms. Marvel pointed above them.

Drax caught up to the lead scout ship and grasped it by the tailfin. Straining his cosmic-powered muscles to the limit, he swung the ship around and flung it toward its twin. The two ships collided and exploded with a silent flare.

"Good work, Drax!" Eros eyed the scout ship bearing down on him, and let his own power wash outwards. The ship suddenly ceased firing, as its pilot suddenly became enamored of Eros. The now harmless ship sailed past him, and Eros kicked out, redirecting it towards Drax, who blasted it to fragments.

Ms. Marvel meanwhile had matched speeds with another of the ships and swept up from underneath the cockpit, sinking her fingers into the canopy before the pilot could react. She glanced at the face-- neither Kree nor Skrull-- and then pulled him out, flinging him away. She saw him activate his emergency jet pack and scoot away, but let him go, as he was now deprived of his vessel.

Genis floated near Hercules, who was currently ripping into another scout ship and pulling a petrified pilot out. Genis did nothing, however-- nothing but continue to probe the armada before him. Where...?

Another wave of ships zipped soundlessly past them, wheeled about in a graceful curve, and attacked. This time, unfortunately, the ships were larger and better armed, the numbers were greater, and the pilots had a better idea of what to expect. Three ships quickly surrounded Hercules and, as he grabbed at one, the other two opened fire on him. The rugged Titan-made suit held up, but the energy weapons instantly knocked the former Greek god out cold. Hercules floated motionless.

It took twice as many ships, but soon enough, Drax joined Hercules in unconsciousness.

Eros held out longer by dodging the blasts, but this tactic also prevented him from remaining on the offensive. Soon enough, his fight ended as well.

Ms. Marvel soared to where Genis continued to hover, out of the main area of combat. "How goes it?"

Genis's eyes refocused, following Carol. "I can't find it," he whispered. "There are just too many."

"I don't know what else we--" Carol cried out as an energy beam slashed at her side, sending her spinning limply away.

"NO!!" Genis reacted instantly, rocketing after her. The entire enemy fleet refocused on him, and pursued.

"The skirmish goes well, Sire," the Kree officer reported.

"Yes, Mek-Kwade, I see that," the Enemy replied softly. "Have the prisoners brought aboard. Prepare them for their.... conversion."

"What of the Destroyer, Sire? If he could break your control once--?"

The Enemy pursed his lips. "Drax's conditioning did not last as long as I'd hoped, but he served his purpose. Your point is well taken, though. Perhaps the time has come for the Destroyer to himself be destroyed."

Mek-Kwade nodded. "As you wish." He paused, listening to his headset. "The fleet has reached Titan, Sire. What should--"

"Begin bombing," the Enemy answered calmly. "Leave nothing intact, no one alive. Reduce the interior of Titan to the same barren state as its surface."

The Kree officer nodded again. "At once." He strode from the bridge, already issuing the orders.

The Enemy smiled a thin smile. "Soon... Very soon..."

Genis allowed himself only an instant to glance back at the moon. What he saw horrified him.

"They're bombing Titan," Carol cried over the communicator. "Wave after wave-- they're smashing the outer layer! If they puncture it--"

Genis nodded. "I see it. We have to stop them now. We--"

Eros sailed past them both, waving. "I'm back in action. Just a slight headache, that's all." He angled toward the moon at top speed.

"Thank goodness--" Genis stopped suddenly, his eyes sparkling. He squinted ahead. "THERE!!!" And he was gone, leaving only a fading trail of photons in his wake.

Ms. Marvel glanced at Eros rocketing toward Titan, to try to stop the bombardment, and at Genis, flashing towards the enemy fleet. "What do you do now, Carol?" she asked herself.

At that moment, Mentor's voice came over the communicator. "The fleet-- it's separating! Part of it is moving on--towards Earth!"

Hovering there, Ms. Marvel hesitated only an instant, thought the situation over quickly, then acted.

Genis-Vell moved far faster than any of the spacecraft. He aimed himself at the flagship, at the heart of the armada, and no weapon came close to hitting him.

A single photon blast penetrated the ship's energy shields, and another got him through the outer hull. Explosive decompression hurled a number of alien troops out of the ship.

Anger overwhelming him, Genis ripped open a hatch and slammed it closed behind him, keeping the atmosphere in. Alien soldiers confronted him, but he bowled them over easily, photons sparkling over their inert bodies as he continued on towards his target.

The battle robots which descended on him next actually delayed him a bit, but a combination of photon blasts and raw muscle power soon rendered them into scrap metal.

The elite guards, comprised of the finest alien warriors of many races, posed a serious challenge. Genis was fighting like a man possessed now, though. After initial success, the warriors began to fall, to cry out and retreat before the whirlwind in navy blue and gold which smashed into them again and again.

"Do you not recognize me?" Genis called out to them as he advanced yet again. "Do you know this insignia?" He pointed to the broad gold starburst on his chest. "Do you know of the legend of Captain Mar-Vell? Do you know that you now face Genis-Vell, his avenging son?"

The warriors' morale broke, and they fled. Genis advanced relentlessly.

He came at last to a massive doorway, sank his fingers into it, and ripped it asunder, tossing it behind him. Breathing heavily, he stalked through, his uniform now tattered and bloody. He found himself within a massive arena-sized chamber.

"Genis. Welcome aboard my ship," a voice boomed out. "I know not how you found it so quickly, but no matter. You simply hasten my enjoyment."

Genis whirled, saw a large figure in blue-green armor descending from above and behind him. "Who--? Ronan?!"

The figure laughed sharply. "Hardly. I possess armor of Kree manufacture, similar to that of the Accuser. But I am no ineffectual buffoon." He stretched his arms to each side, the massive muscles of the armor rippling powerfully. "It is my privelege to serve as the strong arm of the cosmos," he continued. "To act to save the universe from the Human race." The figure paused. "But it is my distinctly personal pleasure to begin that task by ending the life of the son of the arch-traitor, Mar-Vell."

Genis took this in, found little sense in it. "What are you talking about? Who are you?"

"You don't know? You haven't guessed by now?" The figure reached up, grasped his facemask, and pulled it away. A very human face glared out, his eyes burning as he regarded the blond-haired hero before him.

"You're a pink Kree," Genis breathed. "You--" He frowned. "I know that face. I've seen it in recordings." He staggered backwards then, in the shock of recognition. "But-- but-- you're dead! You've been dead for years!"

"Hardly," the Enemy replied, stepping forward. "I've never felt better. In fact, I'm the same as I've always been. The only difference--as you're about to discover-- is my newfound power!" He moved like lighting, catching Genis flat-footed and levelling him with a bone-shattering blow. Towering over Genis, the Enemy gloated, his face twisted with a curious mixture of hatred and glee. "Now YOU will feel my POWER, Genis-Vell! The POWER of YON-ROGG!!!"

Go to Chapter Six