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Chapter Text

Louisiana

June 1st, 2021

Carol, Supergiant, Monica, Fury, Rhodey, Talos, and Goose sat at the Rambeau kitchen table, drinks in the hands of those who had hands.

"To Mom." Monica raised her glass.

"To Maria." The rest of the group replied as they raised their glasses. The group drank and sat in silence. Carol set her glass down and walked out of the kitchen and out the door. Supergiant and Fury both stood to follow her, but Rhodey put up his hand.

"She needs some time to herself." He explained. Supergiant and Fury sat down, and the sounds of Carol taking off were heard. "Maria meant something to all of us, but she meant something special to Carol."

Carol landed in a cemetery. She walked slowly between the rows of headstones before stopping at one headstone in particular. Carol knelt down next to it and laid a hand on the headstone.

"Hey, Maria." Carol said, examining the headstone. "I... I'm sorry I left you alone for three years. I... God, I shouldn't have pushed Vision. He wasn't ready, but... I needed you to have Monica back sooner. I should have stayed. The Avengers could have gone somewhere else for the Tesseract. We had enough people to make something work. But I left you. I left you alone for three years. You... You were so much stronger than me. I'm sorry, Maria." Carol's eyes filled with tears as she pulled the Mind Stone from her suit pocket. "And now I have to protect this. Getting these Stones, saving the universe, it cost me you. Our mantra was 'Whatever it takes', but I wish it hadn't taken you." She sighed, squeezing the Mind Stone and closing her eyes to slow the tear flow.

February 25th, 1980

The yellow Infinity Stone glowed, and Carol opened her eyes. Maria's headstone was gone, as were a few more.

"Thanks, Carol." Maria's voice came from the row of headstones behind Carol.

"Maria?" Carol stood, turning around. She saw herself with Maria, standing over a headstone.

"I'm sorry. He was a good man. He seemed like an even better brother." Carol smiled sadly.

"Roger did his best. The world's going to feel emptier without him, but we make do." Maria smiled back. Carol put her arm around Maria's shoulder in a comforting gesture, and Maria leaned into the hug.

June 1st, 2021

Carol was brought out of her Mind Stone induced memory viewing by a heavy slam beside her. She hid the Mind Stone in her belt and turned her head, seeing Rhodey. War Machine's armour opened, and he stepped out.

"I figured you'd be here." Rhodey explained. "You... Don't like coming here, that's not the word. You come here when you're feeling lost. Roger's here. Frank's here. And now Maria's here."

"Yeah. God, it's like... It's like dying follows me around like a curse." Carol looked down at Maria's headstone. Rhodey walked over slowly and put a comforting hand on Carol's shoulder.

"That's the hero life, Carol. We save who we can, remember those we can't. But we move forward. For their sake and ours." Rhodey smiled.

"We... Should get back to the house." Carol smiled back. Rhodey stepped back into his suit and took off. Carol glowed with photonic energy before shooting skywards as well.

The two heroes landed on the lawn of the Rambeau house. Fury, Supergiant, and Monica were sitting on the porch while Talos talked to someone on his comms.

"N'erini, I need you to get everyone on the colony together. I'm going to contact a friend. We'll take refuge on Earth until we can find everyone else." Talos explained frantically.

"What's the situation?" Carol asked.

"A ship of Skrull vanished near the planet Sakaar." Talos explained. Rhodey gained a mild look of familiarity.

"Sakaar's known for two things. Slave trade and gladiatorial combat." Supergiant piped up.

"I need to talk to T'Challa. My people need a place to stay for a bit." Talos sighed.

"Not just that. You need to keep order among them. Panic is the worst thing possible. Supergiant and I will go to Sakaar and see what we can find." Carol explained. Rhodey snapped his fingers in realization.

"When we were getting ready for the Reality Heist, Beta Ray Bill mentioned a place called Sakaar." Rhodey explained. Supergiant and Carol looked at each other.

"Let's hope he's visiting New Asgard today." Carol smiled.

New Asgard

Carol and Rhodey landed on the Rainbow Bridge. The shrunken Supergiant jumped out of a compartment on Rhodey's armour and grew to full size. The three heroes then walked down the bridge, seeing Sif and Beta Ray Bill helping lift fish off of a boat. The Asgardian and Korbinite gave the other three heroes a wave.

"Carol, Supergiant, Rhodes! What brings you here?" Beta Ray Bill smiled.

"You, actually. We needed to chat with you." Supergiant explained. Beta Ray Bill looked back quickly at the fish in the boat.

"Can it wai-" He began.

"Go ahead, Bill. We're almost done here. Thank you for your help." Sif smiled and cut him off, shooing the Champion of Korbin away.

"We can talk in the Palace Mess." Beta Ray Bill explained, leading the way up the stone carved stairs.

Carol, Supergiant, Rhodey, and Beta Ray Bill sat around a table, glasses of beer in hand.

"Sakaar, hmm? That was... That was certainly a chapter of my life. Before I met Thor, I fought threats to my people the old fashioned way. With my fists and my words. A... Particular gentleman named the Grandmaster came to my people. He asked us for a champion to fight in his Contest. He said that in exchange, he would give us resources. Our original planet had been destroyed in a cataclysm brought about by the Fire Demon Surtur and his armies, and our new colony desperately needed food. I had been created to protect my people, and I saw this as a chance. I volunteered. He brought me to his arena, I fought for... Years. I broke free when I grew tired of slaughtering helpless prisoners. The Grandmaster sent an army of Marauders against us. That's when I met Thor. I caught his hammer in battle. We've been Oathbrothers since." Beta Ray Bill explained.

"Do you know how the slave trade works there?" Supergiant asked.

"The Champion gets first pickings to do with as they choose. They can free them, kill them, do... Immoral things to them. I freed every slave I was given once I helped prepare them for the outside world." Beta Ray Bill shuddered fore a moment at the thought of what a Champion could do to the slaves.

"How do you become a Champion of this Contest?" Rhodey asked.

"You go to Sakaar. You find a Scrapper. You get into the Arena. You win. You keep winning." The Champion of Korbin sipped his drink.

"Looks like I'm getting into the Arena." Carol rose. "For the Skrulls' sake."

Chapter Text

Sakaar

June 2nd, 2021

Carol stepped out of Supergiant's ship, which lifted off once Captain Marvel had made her way down to the surface of Sakaar. She had shifted the colours and pattern of her suit in order to disguise the fact that she was Captain Marvel. The starburst, collar, and joints were gold, the main body of the suit was coloured black, and the suit had red biceps and thighs. Captain Marvel looked up into the distance, seeing a tower with the faces of Hulk, Beta Ray Bill, Ares, some sort of plant beast-thing, a man with two heads, and someone wearing a horned helmet. A tall male Aranapoid walked up to her, a rifle in hand.

"Are you a fighter, or are you food?" The man asked.

"I'm here to fight in the Contest of Champions." Carol replied. "Do you know where I can find a Scrapper?"

"You're looking at one." The Scrapper lowered his gun. "You got a name?" Carol looked down at her hands.

"Warbird." Captain Marvel said.

"Alright, Warbird. I'll take you to see the Grandmaster." The Scrapper grinned.

Carol followed the Scrapper into a room where many people were engaging in various activities and revelry. Carol scanned the room, seeing two familiar faces.

"Hulk! Cull!" Carol yelled.

"Glowing Lady!" Hulk yelled back from a group of people. Cull gave a wave and Carol walked over.

"What are you two doing here?" Carol asked.

"Hulk's popular here and I was bored. The fights get interesting." Cull explained. "What brings you here?"

"I'm here to fight. I thought it would be fun." Captain Marvel explained, flashing Cull a quick look. Cull gave a quick understanding nod.

"Ooh, you're here to fight?" A voice cut in. Carol turned, seeing the Grandmaster.

"Hulk suggested it to her." Hulk grinned. The Scrapper that brought Carol in opened his mouth.

"Sir, I-" He began.

"Dapa dapa dapa dapa dapa." The Grandmaster waved his hand at the Scrapper. "It can wait, Scrapper-164. I'm having a chat here." Scrapper-164 gave a dejected look before stepping back. "The nerve of some people. Ridiculous. Ah, right. I am the Grandmaster, the creator, director, and benefactor of this spectacular situation I like to call the Contest of Champions." He smiled, striking a pose. "Now, Blondie. I hear you want to fight." Carol's fist glowed briefly with energy.

"It's Warbird, not Blondie." She said, annoyed. Grandmaster put his hands up in mock surrender.

"Alright, Twinkle Fist. Calm down, I'm kidding." He looked at Cull and Hulk. "You knew I was joking right?" Hulk and Cull both gave him a thumbs up. He then turned back to Carol. "You've got the spirit of a fighter, but can you fight? Big difference there, right?" He placed a hand on Carol's shoulder, spinning her to face Cull and Hulk. "Can your friend fight?"

"Well, I saw her once take a shot from the Power Stone." Cull piped up.

"Damn! That's a feat not to sleep on, no sir me." Grandmaster wrapped his arm around Carol's shoulder. "Frankly, I'm impreh, I'm impreh, I'm impressed. Ooh!" Carol squirmed briefly in his grip for a moment. "See, the Contest has been lacking a certain flair since that Criminally Seductive Lord of Thunder stole away my beloved Hulk here and that weird ass Half-And-Half Dusting Death Disaster happened." Carol gave Hulk a confused look before mouthing 'Seductive Lord of Thunder', to which Hulk mouthed 'Thor.' in reply. "It really took that spot of fun that this Contest is meant to be and stomped on it. But if what, uh, Carl?"

"Cull." Hulk cut in.

"Thank you, Hulk. I'm so bad with names." The Gamesmaker of the Universe released Carol and gave a thumbs up at Hulk briefly before continuing. "If what Cull here says is true, you could really add that spot of fun back in!"

"I'm up for the challenge." Captain Marvel smiled.

"Oh, splendid! Just splendid. That's truly splendid. Well, mostly splendid." Grandmaster looked Carol up and down. "See, you're got the spirit, you've got the fighr, but you don't have... The Look™." Carol gave him a confused look at his vocalization of 'Trademarked'.

"What's wrong with my suit?" Carol asked.

"Oh, nothing nothing nothing. It's a great suit! Looks comfy! It also accents all the nice assets." Grandmaster continued. Carol gave him a quick look of annoyance. "I mean, dayum! Those muscles! Your workout routine must be intense. No, no, no. It's your hair that's an issue." Captain Marvel touched her hair for a moment. "I mean, it's very pretty. So touchable and soft. You must tell me what your care routine is. I'm quite jealous. Where was I? Oh, yes. You need a haircut. I mean, we can't have someone grabbing that lovely head of yours in the battle. So painful."

"Dirty play." Hulk piped up.

"Yes! A dirty play!" The Gamesmaker of the Universe applauded Hulk briefly "Yes, yes. So we'll have you getting a little off the top, and all will be well. Sounds like a plan, yes? Excellent." Grandmaster chuckled before looking at Scrapper-164. "Well, it's settled then. Scrapper-164, take her to see... Stan? Is it still Stan down there?"

"It's Kevin now." Scrapper-164 replied.

"Nyah. He's chop it off all the same. Well, off you go, Twinkle Fist." Grandmaster waved Carol away. She followed Scrapper-164 out of the room, and Grandmaster called after her. "Good and short, y'hear? Maybe a buzzcut! Not bald, though! Leave a little bit of that gold up top! Good for the cameras, less glare!" By the time he had stopped yelling, Carol had already left. "Oh, she'll be fun to watch indeed. High hopes, high hopes, high ratings." He then looked at Cull and Hulk. "Alright, betting pool! Cull and Hulk arm wrestle! Who wants to put money down?"

"50 units on Cull!" A stark white woman with matching white hair and pitch black eyes in tight black clothing piped up.

"Thank you, Yabbat!" Grandmaster finger gunned her. "And someone get me a drink, merci beaucoup!

Carol followed the Scrapper into a room where a tall man with a beard waited behind a chair. The Scrapper left, and the bearded man motioned to the chair. Carol discreetly pulled the Mind Stone from her belt before sitting down.

“Okay...” Carol said, running her fingers over the Mind Stone in her clenched fist as she sat down. Kevin emerged from the shadows, his suit jacket on top of an oddly ornate robe and a weird looking metal device replacing his right hand.

“You should hold still, this is my first time cutting long hair.” Kevin explained.

“I don’t suppose I could convince you to just trim it?” Carol asked. Kevin tapped a few buttons on his device, and the device expanded into a whirring mess of saws and anger that looked like it came out of a Michael Bay movie. Captain Marvel mouthed 'What the fuck?' as Kevin stepped closer to her with the instrument of follicle destruction. She gripped the Mind Stone tighter and closed her eyes.

Carol’s eyes opened, and she saw herself on a stool with a towel around her neck. Maria walked up to her, scissors in hand.

“You sure you don’t want something shorter?” Maria asked.

“Nah, I like feeling you play with it, and Monica likes braiding it.” The past Carol smiled.

“You know, I have the scissors. I could just… Cut it shorter.” Maria grinned as she waved the blades in the air.

“Try it, and I’ll make you regret it.” The past Carol smirked.

“By doing what?” Maria brought the open scissors closer to Carol.

“I’ll sleep on base for two weeks.” The past Carol said, a serious expression on her face.

“Ooh, good threat, Avenger.” Maria said, a look of horror on her face as she stepped around to the front of Carol.

“I try, Photon.” Carol raised her head up and kissed Maria.

“Gross. But cute.” Monica piped up. Carol and Maria looked over to the young girl with a grin.

“How long have you been standing there, Lieutenant Trouble?” Carol asked.

“20 minutes. I couldn’t sleep.” Monica explained.

“Alright, Lieutenant Trouble. Let your mom finish my hair, and then I’ll come tuck you in again, okay?” Carol offered.

“Get some juice while you wait.” Maria smiled at her daughter. Monica smiled back and went to the kitchen.

Carol opened her eyes with a deep breath as the whirring noise behind her head stopped.

“Alright, not bad for a first try.” Kevin nodded slowly before leaving. Carol rose from the chair, feeling the fuzzy back and sides of her head before running her hand through the floppy top. Scrapper-164 returned and looked at Carol.

“Now you’re ready for the arena.” He nodded.

“About time.” Carol rolled her eyes, slipping the Mind Stone into a pocket on her belt.

Chapter Text

Sakaar

June 2nd, 2021

Carol stepped into the Arena, a determined look on her face.

"Alright, alright, alright! It's time for the first undercard match, and this one looks like it's going to be a ton of fun. We've got two new fighters! Fresh blood always runs harder, don't I always say. Anyways, on the one side, we've got our first contender. She may have a pretty face, but make no mistake, she'll break yours." The Grandmaster began laughing at his own joke. "Don't let the twinkle fists deceive you, she is a mighty maiden for certain. Ladies, gentlemen, and those in beyond both, I give you... Warbird!" Carol deployed her helmet, the pompadour on her head becoming a Mohawk. The other door opened. The door on the other end of the arena opened, and a man in Accuser armour walked through. However, this Accuser was coated in some sort of additional black layer with white accents that looked almost like veins.

"What the hell?" Carol asked herself.

"And our second contender! Hailing from the Kree homeworld of Hala, he's a former Accuser bonded to a... How do I say this? Kilnter? Klintra? Klyntar? Klyntar! He's bonded to a Klyntar! He is... Tel-Kar!" The Grandmaster announced.

"Tel-Kar?" Carol yelled.

"Vers? Is that you?" Tel-Kar asked.

"Why do all my contenders know each other?" The Grandmaster asked Hulk, who sat next to him on his couch. Hulk shrugged, taking a drink from Cull.

"You son of a bitch! You screwed up the mission on Zenn-La! So many people died because you Accusers had your heads up your asses!" Captain Marvel roared, her fists glowing with energy. She charged at Tel-Kar, who brought up his hammer to defend himself. The Kree just barely spun out of the way and slammed Carol with his hammer, knocking her into the ground. Captain Marvel got up, let out a battle cry, and pounced at the Klyntar infused Kree. Tendrils extended from Tel-Kar's suit and wrapped themselves around Carol. Captain Marvel began to glow, her photon powers exploding outward and breaking her free from the bindings. Tel-Kar flew back, slamming into the wall of the arena. He got up, summoning his Universal Weapon and jumping into the air. He slammed down with his hammer but Carol punched upwards with both hands, shattering the weapon with her fists. Earth's Mightiest Maiden grabbed her foe by the throat, throwing him back. Tel-Kar landed, getting up only to be hit by Carol's photon blasts. He tried stepping closer and closer, but his symbiote suit began to fall away from him. The Kree's body came free of the Klyntar and Captain Marvel rushed forward. She grabbed the alien goo, spun around in the air, and hurled in skyward. Tel-Kar's face gained a look of horror and Carol wrapped her elbow around his neck.

"You... Going to do what... It takes to win? Or are you... going to be-" Tel-Kar began mocking Carol, but she cut him off with a twisting flex of her bicep, snapping the Kree's neck. She let his body drop to the ground, looking down on it with some manner of respect for a worthy opponent.

"Wow! What a show, what a fight! In a theatrical victory, I give you the winner! Warbird!" The Grandmaster called from above.

Wakanda

June 2nd, 2021

Talos and Rhodey stood with a female Skrull, Rhodey's armour off to the side near them.

"Our people have shelter. That's the vital part." Talos smiled. "You're doing good, N'erini."

"Thank you, Father. I learned from you." N'erini smiled before pulling a device from her pocket. "Mother managed to send out a signal before her ship was taken. The incoming trajectory of the attacking forces." Talos smiled back.

"Your mother's a clever woman." Talos smiled. He turned to Rhodey. "Your AI. She'll be able to process this. You up for a mission in space?" Rhodey looked at his armour.

"I'll need another suit." War Machine noted.

Sakaar

June 2nd, 2021

Carol walked out of the Arena, finding The Grandmaster and Scrapper-164 waiting for her.

"That, my dear friend Warbird, was splendid, absolutely splendid." The Grandmaster beamed before looking at Scrapper-164. "She did splendid, didn't she?"

"Yes, sh-" Scrapper-164 began.

"Now then!" The Grandmaster cut him off. "We have to get you in more fights, that last one was so popular! We can't have you staying in the Pits, though. No no no, no no no. We'll get you your own chambers, you'll love them." He snapped his fingers at Scrapper-164. "Take her to her chambers, 164."

"Yes, sir." Scrapper-164 nodded, leading Carol away. The Grandmaster looked down at the body of Tel-Kar being dragged from the Arena.

"Well me damn it. I need SOMETHING she can fight and kill that looks interesting." The Gamesmaker of the Universe sighed.

Carol stood in a room, looking around. A small pool sat in the corner of the room with a luxurious looking bed on the wall opposite the door. A large window overlooking the city sat across from the pool. Various drinks sat on a shelf nearby the pool, and a series of nearly empty racks sat on the walls, the only thing currently on them being the handle of Tel-Kar's Universal Weapon.

"How the hell did they get that up here before I got here?" Carol asked herself. She walked over to the pool, touching the water briefly. The water was warm. Inviting. Like Carol could wash away not just the sweat, grime, dirt, but anger of the world as well. She rose, tapping a button on her gauntlet. The starburst symbol on her chest split, followed by the rest of the top half of her suit. Carol pulled off her gauntlets and belt, stepped out of her boots, and slid her suit off. She groaned for a moment, popping her shoulders and removing the Mind Stone from her belt pocket before slipping into the warm water. The yellow light from the Infinity Stone gave the pool a glow as warm as the water. Carol let out a brief sigh of enjoyment, closing her eyes.

"Having fun, Carol?" Supergiant's voice echoed in Carol's head.

"Do you know how long it's been since I just... Sat in a hot pool of water to relax?" Carol sighed.

"A while, I'm guessing. At least you get something out of the gladiator part of this mission." Supergiant chuckled. "I just wanted to check in and tell you that Rhodes and Talos are currently figuring out where exactly the attack on the Skrull came from."

"Great. Saving the Skrull is priority one, but stopping whoever sold them is om the list too." Carol smiled.

"I'll leave you to your bath." Supergiant chuckled again. Carol settled into the water, looking down at the Mind Stone. She squeezed it, feeling her mind race backwards.

Louisiana

August 14th, 1981

Carol opened her eyes, seeing herself and Maria dressed in matching flannel pajamas and standing over a record player in the living room of Maria's house. The past Carol placed a record on the player and set the needle.

"Shall we?" She asked with a dumb smirk as she offered her hand to Maria.

"Blue jean baby, L.A. lady, seamstress for the band." Elton John's voice came through the record player as Carol and Maria began to dance. "Pretty-eyed, pirate smile, you'll marry a music man." The two looked happily into each other's eyes. "Ballerina, you must've seen her, dancing in the sand." Carol spun Maria briefly. "And now she's in me, always with me, tiny dancer in my hand." The spinning stopped, and the two looked into each others eyes, swaying as the piano solo came in.

"Jesus freaks out in the street, handing tickets out for God." The present Carol joined in the song. "Turning back, she just laughs, the boulevard is not that bad." The past Carol dipped Maria, who laughed wildly. "Piano man, he makes his stand, in the auditorium." Maria now briefly spun the past Carol, whose long blonde hair fluttered softly the air. "Looking on, she sings the songs, the words she knows, the tune she hums." Carol stepped closer to the memory, reaching out only for her hand to go through Maria. "But, oh, how it feels so real, lying here with no one near." She looked down at her hand, and then back up. Maria and the past Carol twisted around the room for a moment. "Only you, and you can't hear me." Captain Marvel's voice caught as she saw herself kiss Maria. "When I say softly, slowly..."

"Hold me closer, tiny dancer!" The past Carol began to sing in a purposefully yet mildly off-key voice, breaking away from the kiss. "Count the headlights on the highway!" Maria laughed at the past Carol's singing. "Lay me down in sheets of linen!" Maria caressed the past Carol's cheek. "You've had a busy day today!"

"Hold me closer, tiny dancer." Carol sang again, her tune now taking on an almost begging tone. She looked away from her past self and onto the record player.

"Count the headlights on the highway. Lay me down in sheets of linen. You've had a busy day today." Elton's voice closed out Carol's trip into her memories as she closed her eyes.

Sakaar

June 2nd, 2021

Carol opened her eyes, leaning her head back. She looked over to her suit, rising from the water. Earth's Mightiest Maiden stepped out, drying herself off before wrapping the towel around her body. She picked up her suit, folding it up gently and setting it off to the side of the pool. Captain Marvel walked to the side of the bed, finding a soft robe on a table next to it that she hadn't seen in her original scan of the room. Carol let the towel fall, slipping on the robe and sitting on her bed.

"Hold me closer, tiny dancer." Carol sang alone, her tone broken. "Count the headlights on the highway. Lay me down in sheets of linen. You've had a busy day today..." Captain Marvel laid down on the bed and curled up into the fetal position.

Chapter Text

New York

June 3rd, 2021

Talos, N'erini, and Wanda stood in the kitchen of the New Avengers Facility, eating from a plate of assorted biscuits.

"I honestly think we should... Just keep the Skrull in this solar system rather than going elsewhere." Wanda explained. Talos considered the thought for a moment.

"Maybe. Venus, perhaps? Mars?" Talos pondered.

"We'll find somewhere, Father." N'erini smiled. Vision then entered the room, followed by Rhodey. Rhodey was wearing a new suit resembling Tony's Mark 39 Gemini armour. The backpack was much bulkier with a plasma blaster over the left shoulder and a rotary cannon over the right. Three energy blasters sat on each gauntlet, and four missile racks were attached to the large shoulder pads. The suit was covered in hexagonal detailing and was coloured mostly a dark gunmetal grey and black, but the mask, ribs, and part of the thighs were a shiny blue. The eyes, weapons, and Arc Reactor glowed a brilliant green. Rhodey retracted his face plate.

"How do I look?" He smirked.

"Oh, yeah. We're ready." Talos nodded.

Sakaar

June 3rd, 2021

Carol laid in bed, one hand behind her head and one running along the Mind Stone.

"Carol." Maria's voice came from the foot of the bed. Carol shot up, seeing Maria standing there.

"Ma-Maria?" Carol stammered, getting out of the bed. She took a few short and cautious steps towards her dead lover.

"It's me, Carol." Maria smiled. Carol looked down at the Mind Stone in her hand, its glow faint and power inert for the time being.

"It's..." Carol covered the remaining distance quickly. "God, it's you." She smiled, tears filling her eyes as she brought her lips to Maria's. Maria brought her hands to the back of Carol's head.

"Missed you too, Carol." Maria grinned, pulling away. She rubbed the fuzzy back of Carol's head for a moment, a touch that Carol melted into. "I love the hair. I knew you'd look good, but if I knew you'd look this good, I would have shaved you in your sleep decades ago."

"Thanks." Carol beamed. "Well, I, uh..." Carol stammered for a moment, her tone like that of a lost puppy come home. "The barber here on Sakaar did it. I can see if he's, uh, still here and get the top shaved off too. You know, if you want." Maria ran her hand through Captain Marvel's floppy crown, pushing it back into a pompadour.

"No, I think I like this." Maria grinned. She then looked over to the bed. "Looks comfy."

"We can make up for lost time." Earth's Mightiest Maiden offered seductively. Maria chuckled.

"Ooh, Avenger. Tempting, really. But I think I'm feeling something more innocent." Maria led Carol to the bed.

"Aw, Photon." Captain Marvel pouted. "You can't call me by a pet name and then ask for something innocent."

"I did. So get in the damn bed so we can cuddle." Maria ordered. Carol gave a mock salute and threw the covers back, clambering in with Maria. Carol nestled up to the slightly taller Maria and smiled, closing her eyes.

Carol awoke, the sounds of Sakaar blaring outside her window as the light shone in. She opened her eyes fully, seeing Maria still next to her.

"Not a dream. You're still here." Carol whispered to herself.

"Morning, Warbird." Scrapper-164's loud voice came from the door.

"Morning." Carol said, her tone far more hushed.

"Can you shut up please? It's early." Maria complained.

"Sorry, I-ah-didn't-uh-know you had company." Scrapper-164 stammered. He set Carol's now folded up suit next to the pool. "We had your suit cleaned. You have a fight in an hour and a half."

"Thanks." Carol nodded. Scrapper-164 left, and Carol got out of bed. Maria gave an annoyed groan. "Sorry. Duty calls."

"Higher, further, faster." Maria replied with a tired smile. "I'll be here when you get back... Warbird. You stole Rhodey's callsign?"

"Not the first time. And what he doesn't know won't bug him." Carol grinned.

Captain Marvel stepped into the Arena, the crowd cheering around here.

"Alright, alright, alright! After a remarkable curbstomp of a debut yesterday that left us all cheering her name, she's back in the Arena! I give you... Warbird!" The Grandmaster's voice ran out. The crowd began to chant Carol's chosen codename, a sensation that made her smile just a little. "And, of course, her opponent! He's fearsome alien warrior, and here's hoping he'll give Warbird more of a fight than Tel-Kar yesterday. Rest his soul. Moment of silence for Tel-Kar." The Grandmaster paused for exactly two seconds. "Alright, moment's over. Folks, I give you the Champion of the Chitauri..." The other door opened, and a Hulk sized Chitauri stepped through, a large axe in his hand. "Warbringer!" He paused as the crowd cheered. "Those are... Really similar names. Annoying, but who cares! Time to throw down in the Contest of Champions!"

"You're Warbird? I was expecting someone taller." Warbringer chuckled.

"With a name like 'Warbringer', I was expecting someone who fought, not talked." Carol's brow narrowed as she deployed her helmet. Her fists glowed with binary energy as she charged Warbringer.

New York

June 3rd, 2021

Talos and Rhodey stepped into Talos' ship, seeing Monica waiting for them there. She was dressed in one of the Quantum Suits that the Avengers had used during the Reality Heist, except this one had the same hexagonal texture that Rhodey's space suit had and Captain Marvel's starburst replacing the Avengers symbol.

"I figured you needed a pilot." She smiled.

"If you're half the pilot your mom was, we're in good hands." Rhodey grinned, offering a fist to Monica. They bumped, exploded, went for the handshake, and then pulled away into a salute.

"Do you just make elaborate handshakes with everyone?" Talos asked Monica. She grinned in response before sitting in the pilot's chair. Talos sat in the co-pilot's chair, with Rhodey sitting behind both of them.

"Strap in." Monica ordered as Talos performed a pre-flight check. He gave her a thumbs up after tapping a few buttons. She tapped her comms. "Houston, we're ready for take-off."

"Roger that. Good luck." Vision replied as the ship lifted into the air.

Sakaar

June 3rd, 2021

Carol flew at Warbringer with a battlecry, glowing with power. The Chitauri raised his axe to the strike, but Captain Marvel spun out of the way and let loose a beam of photonic energy. It hit Warbringer in the chest and he snarled, the blast leaving nothing more than a scorch mark. Carol jumped at the Chitauri's face, but he grabbed hers in his massive hand. Warbringer began to slam Carol into the ground, to the delight and horrow of the crowd. Captain Marvel wrapped her legs around Warbringer's arm and twisted, dislocating his wrist. Warbringer snarled in pain as he released Carol's face. Carol rose, brushing the dirt off of herself and cracking her neck. She gathered energy into her leg and roundhouse kicked the air in front of her, blasting Warbringer with the collected energy and blinding him for a moment. When he regained his bearings, Carol charged him, landing punch after punch after punch. She then took to the air, repeatedly dive bombing her opponent, staggering the beast. She landed, throwing hook after hook into the Chitauri's chest and face. Warbringer finally regained his bearings and grabbed his axe, splitting it into two. He then began to swing them at Captain Marvel, who dodged and weaved with expert agility. Warbringer jumped into the air and planted his foot onto Carol, pushing her into the ground. He joined his axes back into one, planted his other foot on her abdomen, and positioned himself to take her head off. Earth's Mightiest Maiden crossed her arms in front of her neck as he swung. The axes impacted her glowing arms, cracking on the first swing. Warbringer snarled, slamming them down again. The blades snapped off their handle and embedded themselves in the ground next to Carol's head. Captain Marvel grinned, firing two blasts upwards from her hands, pushing the Chitauri off of her. She then threw one more right hook, but Warbringer lashed out with his jaws, digging his teeth into Carol's bicep. She saw blue blood drip onto his teeth, a look of pain and horror on her face. She gathered photonic energy into her knee and began to slam it into Warbringer's chest, but he refused to release his grip with his serrated teeth. Her healing factor caused her skin to begun wrapping around Warbringer's teeth, only making the pain and the hold worse. She pushed her knee out again, this time firing her collected energy. Warbringer flew backwards, but he dragged Carol with him much to her suffering and chagrin. "Fine. Plan B." Captain Marvel growled as her eyes glowed, beginning to unleash her full Binary power. A violent explosion of energy blasted forth from Earth's Mightiest Maiden, burning off chunks of Warbringer's flesh. The Chitauri still refused to release, but Carol gathered her full might into her hand. She then wrapped her hand around Warbringer's neck, firing her energy beam from her palm. She fell to her feet as Warbringer's head came away from his body, which collapsed quickly. Carol reached over, pulling Warbringer's jaws from her arm and tossing it to the side.

"Far less of a curbstomp, but a triumph for our newest fighter nonetheless! Give it up for the still undefeated, still mighty, and still fabulous... Warbird!" The Grandmaster's voice rang out. The crowd cheered Carol's name again, this time even louder.

"For the Skrull." Carol whispered to herself, her mask retracting, allowing her hair to fall from a mohawk back to the floppy pompadour.

Chapter Text

Space

June 4th, 2021

Talos, Monica, and Rhodey sat in Talos' ship, flying through the vast expanse of space.

"You know, I've been wondering this for years, and I never thought to ask until now." Talos piped up.

"Hmm?" Monica replied.

"You and Carol. Why do you call her Aunt Carol when she and your mother were clearly an item?" Talos asked.

"Because they told me to." Monica said plainly.

"Women loving women, especially in the military, was a big sticking point until relatively recently." Rhodey explained. "It was hard enough to get into the Air Force for them as women, both being bisexual made it harder."

"Being part of the Air Force was important to Mom and Carol." Monica added. "Paid well, kept the lights after my dad bailed before I was born."

"Hmm. Where do you fit in, Rhodes?" Talos asked, turning to War Machine. Rhodey chuckled.

"Oh, Carol and I slept together for a few months during basic training. I introduced her to Maria. Carol and I broke up because I knew she had a thing for Maria. They got together, broke up because they were afraid of being found out, and then got back together not long after Monica's dad left." Rhodey explained fondly.

"That's, uh, a whole deal of a story." Talos nodded slowly.

"Colonel Rhodes, there's something ahead." Jocasta piped up from Rhodey's suit. The group looked out the window, seeing assorted debris.

"I'll take over here. I assume that suit's sealed." Talos looked at Monica. She and Rhodey both rose, deploying their helmets. They stepped towards the door, an energy shield forming around them before the door opened, allowing them to step outside. Repulsors fired from both of their backpacks and they jetted towards the debris.

Sakaar

June 4th, 2021

Carol and Maria sat on two large pillows beneath the window of Carol's quarters, glasses of alcohol in hand. Both were wearing informal clothing that brought to mind the training attire Carol had worn decades ago when sparring with Yon-Rogg, though Carol had her leather jacket over top.

"What is this?" Maria asked, sipping the drink nervously.

"Oh, it's..." Carol began, pausing to pick up the bottle. "Archeopian Whiskey. I just grabbed a bottle that looked good." Maria took a sip before giving Carol a thumbs up.

"You still have good taste." Maria rubbed her face for a moment, both of her eyes covered. "You remember the night we met?"

"Mmm, remind me." Carol smiled.

"Rhodey had just introduced us and then left to use the washroom. You ordered three drinks..." Maria began.

"Rhodey came back, said he was okay when he saw the three, but then I drank two, gave you one, and asked if he wanted anything." Carol smiled fondly. Maria smiled back, closing her eyes in thought. Carol reached out, joining hands with Maria. "You remember the night we made our promises?"

"I remember a song. Elton John's always a good time." Maria smiled. Carol took the Mind Stone in her other hand and squeezed it, the room around them morphing into the yard of a the Rambeau house. Carol played around with her comms for a moment, and Elton John began to play.

"It's a little bit funny, this feeling inside. I'm not one of those who can easily hide."

"I don't have much money, but boy if I did. I'd buy a big house where we both could live." Carol added her voice, putting on hand on Maria's hip and holding Maria's with the other. "If I was a sculptor, but then again, no. Or a man who makes potions in a traveling show."

"I know it's not much, but it's the best I can do. My gift is my song, and this one's for you." Maria joined in as well, putting her free hand on Carol's back. The two began to sway slowly. "And you can tell everybody this is your song. It may be quite simple, but now that it's done."

"I hope you don't mind, I hope you don't mind that I put down in words. How wonderful life is while you're in the world." The two sang together, looking into their eyes, though Carol's gaze was slightly more intensely in love.

"I sat on the roof and kicked off the moss. Well, a few of the verses, well, they've got me quite cross. But the sun's been quite kind while I wrote this song. It's for people like you that keep it turned on." The two let Elton take over as they continued to sway. Maria closed her eyes briefly.

"So excuse me forgetting, but these things I do. You see I've forgotten if they're green or they're blue. Anyway the thing is what I really mean. Yours are the sweetest eyes I've ever seen." Maria jumped back in.

"And you can tell everybody this is your song. It may be quite simple, but now that it's done. I hope you don't mind, I hope you don't mind that I put down in words. How wonderful life is while you're in the world." Carol smiled.

"I hope you don't mind, I hope you don't mind that I put down in words. How wonderful life is while you're in the world." The two finished the song together before Carol leaned up slightly for a kiss. The two heard clapping behind them, and Carol deactivated the projected memory of the yard. They turned, seeing Cull and Hulk.

"Lovely singing." Cull complimented. Carol blushed, Maria following suit seconds later.

"We came to get Glowing Lady. There's a fight." Hulk explained. Carol's face became confused.

"Normally Scrapper-164 comes to get me for a fight." Captain Marvel said, confused.

"Oh, not a fight for you, no. It's a fight between two other people." Cull explained.

"You fight winner tomorrow." Hulk jumped back in.

"Oh, okay." Earth's Mightiest Maiden nodded, smiling. Her smile faded for a moment before she looked back to Maria.

"Glowing Lady can bring girlfriend." Hulk grinned.

"Sounds fun." Maria shrugged.

New York

June 4th, 2021

Supergiant sat in front of a screen, drumming her fingers on the desk it sat on. Corvus appeared on the screen.

"Hey, Supergiant. How are you?" Corvus asked.

"Some Skrull were taken prisoner on Sakaar. Carol's there now fighting to get them back." Supergiant explained.

"That doesn't really answer my how are you, but this isn't a status update call, is it? You're worried about Carol because she's grieving Maria and has the Mind Stone while in a dangerous undercover scenario. That's a combination of ingredients that will be as volatile as my wife's cooking." Corvus deduced. A crash was then heard in the background of his call. The Guardian of the Glaive massaged his temples for a moment. "I know that my brother's on Sakaar. I'll give him a call, have him check in with Carol if that gives you peace of mind."

"Thanks." Supergiant smiled. "And what was the crash?"

"Nothing." Glaive replied. Supergiant's eyes flashed, and she grinned.

"Clean up the fuel pod." She ordered. Corvus rolled his eyes before hanging up. Goose then hopped onto the former Nednyh's lap and purred. "You're worried about her, aren't you, Goose?" Supergiant smiled and pet the Flerken. "I am too."

"Hey, you okay?" Wanda asked, walking into the room with two mugs. Supergiant looked up from Goose, halting her pets. Goose gave a slightly annoyed squeak at not being the centre of attention anymore.

"Yeah, just... Worried about Carol, y'know? How are you?" Supergiant asked, taking one of the mugs from Wanda. The Scarlet Witch summoned a chair and sat in it, sipping from her mug.

"The world is... It's weird right now." Wanda sighed. "Elemental beings attacking around the world. A cyclone with a face in Morocco, a man made of sand in Mexico, and a man made of water in Venice. Vision and I have tried to help, but every time we get there, this... Mysterio, I think he's being called, has already dealt with the monster. Vision and I end up on clean up."

"Clean up's not hard for you two. Reality and Time Stones and all that." The former Nednyh shrugged. "You did a good job on the Avengers Facility."

"It's..." The Scarlet Witch considered. "It's not the fact that we're on clean up that bugs me. It's that we don't know what's going on. We knew where Loki was, we knew what Ultron wanted to prove, we knew who Thanos was coming for. Nowadays we just..." The Sorceress Supreme sighed again. "We just don't know. Sam and Bucky have been dealing with shapeshifters and ancient forces, the world is a political mess, these Elemental monsters are on the loose, and a bunch of Skrull were sold into slavery by who knows what?"

"You and I are both psychics. I know the feeling of helplessness that comes with not knowing." Supergiant nodded. Wanda smiled.

"What I do know, though." She began. "Is how you feel." Supergiant smiled back.

"No point in lying." She replied. "Carol's... Carol. But I'm not going to tell her. Not yet. It's bad timing. Her emotions are... She hasn't moved on from Maria. She needs to grieve properly. I've had a thing for her for... God, do you believe in love at first sight?"

"I'd better. It happened to me." Wanda chuckled. Supergiant gave Goose a scratch on the chin.

"Twenty years, I think? Or twenty-one. Somewhere in that ballpack, I don't want to do the math." Supergiant sighed.

"You'll find the right time." The Scarlet Witch smiled.

Sakaar

June 4th, 2021

Carol, Maria, Hulk, and Cull stepped into a viewing box overlooking the arena. The crowd was cheering, drinks were flowing, and the atmosphere was filled with excitement. The Grandmaster appeared on his projection, looking jovial.

"Good afternoon to all of you lovely people! How are you all today? Having fun? I know I am, and I know a thing or two!" The Grandmaster declared. "Exciting fight ahead, folks! Two old favourites are going up against each other today for the honour of fighting our newcomer, Warbird! No matter who wins today, we'll be sure to have some incredible fights, folks! On the one side of the ring, we have a beastly competitor." The Arena door opened, and a stocky seven foot hairy troll wearing silver knuckle dusters and dark red armour walked though. "He comes from the land of the Rock Trolls and once served as their mightiest warrior! Those days are behind him, and now he fights for us! Exciting, exciting, Ex-Cit-Ing! Ladies, gentlemen, gender neutrals, I give you... Ulik!" Ulik punched his fists together.

"Thor mentioned fighting an Ulik before." Cull noted. He then turned his head, seeing Yabbat nearby. He grabbed two drinks before looking at Carol. "I'll be back."

"And what's a fighter without an opponent? Answer: Someone who's good at punching." The Grandmaster asked and answered his rhetorical. "And Ulik's opponent comes to us from the Shi'ar Empire! Hailing from the Sol System and raised by the Shi'ar, he went on to be one of their mightiest champions, and now he's one of ours!" The other door opened, and a man with dirty blond hair wearing a black and red suit stepped out. "Give a warm Sakaaran welcome to... Vulcan!" Vulcan's fists began to glow with energy.

"Pathetic. You, Ulik? You're all that could be mustered?" Vulcan chuckled. Ulik simply growled back. Ulik charged, jumping into the air and slamming down with a two handed punch. Vulcan rolled out of the way and his fist lit up with a yellow plume of energy. He fired outward, engulfing Ulik in flames. The Rock Troll merely began to laugh as he stepped out of the pyre.

"I'm pathetic? I've fought GODS, boy. You? You are merely a plaything of the heavens." Ulik laughed, clubbing Vulcan in the face. Vulcan was sent flying, slamming into the wall. Ulik gave him no respite, charging and laying into Vulcan with a series of devastating punches. "Your power is energy absorption. You would have been an interesting fight for Warbird. But the honour of crushing her will be mine alone." Ulik slammed his fist into Vulcan's face. The man was left a bloody pulp who was dragged to the middle of the Arena. "You aren't worthy of dying by my hand. You're a waste, boy." Ulik then picked up his foe and began to spin before hurling him skywards. Up and up Vulcan flew before he vanished into the expanse of the sky.

"And in a spine and soul crushing victory, Ulik is our winner! Tomorrow's bound to be a fun time, folks. I hope Warbird's ready to brawl!" The Grandmaster appeared once again. Carol nodded slowly, taking a deep breath.

"He's just a Rock Troll. I've fought one before, no big deal." Carol whispered to herself before looking into the Arena at the retreating form of Ulik. "There was less on the line last time, though."

Chapter Text

Sakaar

June 4th, 2021

The Grandmaster, Hulk, Cull, and Scrapper-164 sat in the Grandmaster's throne room, eating various foods. Cull's wrist communicator began to beep, and he looked down at it.

"Excuse me. It's my brother. I should take this."

"Sure, have fun, Carl!" The Grandmaster called out as Cull left the room, an annoyed and confused look on his face. The Grandmaster then turned to Hulk and Scrapper-164. "Okay, I need ideas, people. We need to drum up some massive, massive ratings for Warbird's next fight. I want massive anticipation for her semifinals match. Ideas, let's go."

"Well, romance boosts ratin-" Scrapper-164 began.

"Hang on Scrapper-164, I have an idea," The Grandmaster cut the Scrapper off, much to the Aranapoid's annoyance. "Okay, so here's the darn diddily deal. Romance boosts ratings. We'll air Warbird and that girl she's with doing something romantic. It's a great idea, right? I know. The only issue is what to get her to do with this gal?"

"Glowing Lady and Girlfriend can sing," Hulk piped up.

"Ooh! Spec-tac-u-lar! Absolutely spectacular! Downright incredible! Genius! Best idea I've heard all week! You, my favourite giant green fellow, are a genius." The Grandmaster applauded.

"Hulk not used to hearing that. Being a genius Banner's thing."

"Well, you tell this, uh, Banner guy, what does he do, make posters? Anyways, you can tell him that you're just as smart as he is!"

"Banner gone. Buried." The Gamma Avenger hung his head for a moment.

"And you outlived him! Who's the genius now, eh, Hulk?" The Gamesmaker of the Universe gave Hulk a good natured punch on the shoulder. "Now, you should bring Blondie and her girlfriend to the party tonight. We'll get them to sing, the audience falls in love with their love, we make an ass load of money, and someone gets beaten to a pulp tomorrow. I see this as an absolute win."

The Benatar

June 4th, 2021

Corvus drummed his fingers on the comms desk until Cull's face appeared on the screen.

"Hey, Cull. How's Sakaar?" Corvus asked.

"Not bad. The food's good. What's going on? Checking on your little brother?" Cull replied.

"Little bit. You can take care of yourself. I'm mostly calling about Carol. How's she doing? Supergiant's concerned," Corvus explained.

"Supergiant's in love. You were just as overprotective about Proxima after the Battle of Anem'olihp," Cull Obsidian joked. Corvus Glaive smiled fondly.

"My wife didn't have the Mind Stone." The Guardian of the Glaive retorted.

"True," The Añepoan chuckled. "Carol's got Maria, so I'm-"

"Wait, Maria?" Corvus cut in. "As in Rambeau Maria? As in Carol's dead wife slash partner slash complicated secret romance Maria? That Maria?"

"Yeah? I just kind of figured Bruce brought her back and sent her to Sakaar by accident." Cull shrugged. Corvus stroked his chin.

"It's possible. Some Un-Snapped people didn't come back exactly where they vanished from. The Stones were a lot for him to take, especially at a cosmic level and with no aid like Stark had." Corvus pondered. A rock soared past his head. "Adam, Mantis, watch where you throw things! Eson above..." He swore, rolling his eyes before turning his attention back to the screen. "Just... Keep an eye on Maria. I've got a feeling this is something more, no matter how much I hope Maria is back. Losing someone held that dearly in your heart..." Corvus looked over to Proxima, who was attempting to wrangle Mantis and Adam. "It's like losing your heart entirely."

Sakaar

June 4th, 2021

Hulk and Cull walked into Carol and Maria's room, finding Carol with her head in Maria's lap as the two fed each other small pieces of fruit. Captain Marvel and Rambeau ignored the two giants as they continued their moment until Cull cleared his throat. Carol shot up from Maria's lap and flew to her feet, letting loose a photon blast that narrowly missed Cull's head.

"Sorry to interrupt. The Grandmaster's throwing a party in your honour, Carol. He wants you both there," Cull explained, motioning to both Carol and Maria. Carol's face became confused.

"Okay? Why both of us?" Carol asked. Cull shrugged.

"Ratings," Hulk explained.

"What do you mean ratings?" Maria piped up.

"Don't know. Hulk wasn't really paying attention."

"Cull? Any idea?" Captain Marvel inquired.

"No clue, Cap. The Grandmaster didn't tell me anything. Also, he keeps calling me Carl? Is Cull a hard name to say? The Añepoan answered before asking a question of his own. "Anyways, the party's happening now."

Carol, Cull, Maria, and Hulk entered the party, finding it in full swing. Carol had suited up, figuring she might need something in her suit at the party.

"Ladies, gentlemen, neither, and Kevin! The lady of the evening, the beautiful Warbird and her lovely squeeze... I don't remember her name, I think it was Martha! Give it up for Warbird! Yeah! Warbird! Whoo! Warbird! Yeah!" The Grandmaster rambled, but to Carol's confusion, Maria's annoyance, and Cull and Hulk's passive acceptance. The Grandmaster came over to Carol, slinging an arm around her shoulder and handing her a drink, which she accepted nervously. "Now, first of all, I haven't mentioned it, but I love the hair. Whoever gave you the idea to cut it is a true genius. You look damn good." The Grandmaster giggled at his own joke.

"Thanks?"

"Second of all, a little birdie told me that you two can sing. And by birdie, I mean a giant green rage monster who I absolutely adore." The Gamesmaker of the Universe gestured to Hulk. "Now we're suckers for romance, which means that WE!" The Grandmaster gestured to the room. "Would love to hear you. Isn't that right? Yeah! Wahoo! So cute! Yes! Romance! Let's hear it!" The Grandmaster changed voices with each interjection.

"Here here!" Yabbat piped up.

"Thank you, Yabbat!" The Gamesmaker of the Universe finger gunned at her. Carol and Maria sighed, bringing their heads close together.

"What have we go for a duet? I mean, he wants romance," Carol asked. Maria closed her eyes.

"Lion King?" Maria suggested. Captain Marvel nodded, tapping a few buttons on her wrist. The instrumental of 'Can You Feel The Love Tonight?' began to play.

"I can see what's happening!" The Grandmaster began.

"We all can, Grandmaster," Cull sighed.

"And they don't have a clue!" The Grandmaster continued.

"Neither does Hulk." Hulk grunted.

"They'll fall in love."

"They're already an item."

"And here's the bottom line, ratings go through the roof."

"Hulk confused."

"Ze sweet caress of spotlight!"

"Why the accent?"

"There's money everywhere!"

"Hulk not see any."

"And with all this romantic atmosphere, profit's in the air!"

"Yeah, I'm lost now too."

"Shh, shh, shh! Quiet, Carl! They're about to sing!" The Grandmaster declared. Cull rolled his eyes as though he was having an out of body experience.

"There's a calm surrender to the rush of day when the heat of a rolling wind can be turned away. An enchanted moment, and it sees me through. It's enough for this restless warrior just to be with you," Carol began to sing. Maria closed her eyes.

And can you feel the love tonight? It is where we are. It's enough for this wide-eyed wanderer that we got this far. And can you feel the love tonight? How it's laid to rest? It's enough to make kings and vagabonds believe the very best," Maria joined Carol for the chorus.

"There's a time for everyone if they only learn that the twistin' kaleidoscope moves us all in turn. There's a rhyme and reason to the wild outdoors when the heart of this star-crossed voyager beats in time with yours," Carol sang the verse alone.

And can you feel the love tonight? It is where we are. It's enough for this wide-eyed wanderer that we got this far. And can you feel the love tonight? How it's laid to rest? It's enough to make kings and vagabonds believe the very best" The chorus once again became a duet.

"It's enough to make kings and vagabonds believe the very best," Maria sang the last line.

"Alright, folks! Eat, drink, and something about Jerry! There's a fight tomorrow!" The Grandmaster ordered, taking a shot glass from Yabbat and downing it. "Me damn it, that drink was terrible!"

Sakaar

June 5th, 2021

Carol snored away, tired from the party and mildly blacked out from drinks that could probably kill an Asgardian if they drank enough. Maria looked down at the sleeping Captain Marvel and grinned, seeing the Mind Stone in her palm.

"Oh, Carol," Maria began. Her voice and body then began to morph. "You lovesick idiot." Maria became Supergiant, who reached out to the Stone. Carol's grip tightened even in her sleep when she felt the Infinity Stone move. Supergiant sighed, pulling her hand away from the Stone. "I'll have that Stone. I can't risk me blowing my cover. Me me or the heroic me from this Earth." The alternate Supergiant's voice became a disgusted tone. "Heroic nonsense. So I guess I'll just have to wait. And watch. And wait until you give me the Stone freely because you're a trusting moron. Or I can take it off your corpse, I'm not particular." She reached out and pet Carol's head, her voice and face changing back to Maria. "Sweet dreams, darling." 'Maria' chuckled, her eyes glowing. "I'll comfort you in the morning after the nightmare."

Chapter Text

New York

April 28th, 2021

Sam, Rhodey, and Carol soared together above the battlefield, making a charge directly for Sanctuary II. Goose surfed on Carol's back, hanging on tightly.

"Danvers, remind me why you brought your cat to the ultimate battle for the universe!" Sam yelled. Goose than jumped off of Carol's back and onto Sam's as a Leviathan approached the Falcon. Goose opened her mouth and engulfed the giant beast with her tentacles, swallowing it. "HOLY SHIT!"

"DAMN!" Rhodey yelled.

"Good girl, Goose!" Carol beamed. Goose let out a happy mew before leaping back to Carol. The alternate Thanos then appeared on the battlefield beneath the group and sent a blast from the Power Stone at the four heroes. Sam spun around the blast before beginning to strafe the Mad Titan. Rhodey created an energy shield and tanked the blast as Carol was hit. Goose was flung off her back as Captain Marvel slammed into the ground.

"Danvers, go! Take out the ship! We'll cover you!" The Falcon ordered.

"Not a fucking chance," Captain Marvel replied. She got up and snarled before cracking her neck and charging the Infinite Conqueror. She slammed her fist into his face before flipping around, wrapping one leg around his neck and using the other to hold the Gauntlet open. Rhodey landed with force before tapping his wrist.

"Jocasta, send me the Big Gun," Rhodey ordered. A large pod the same colour as his suit shot out from the debris of the Avengers Facility and flew onto his arm, expanding into a massive cannon.

"Proton Cannon online, Colonel," Jocasta explained.

"Punch it," War Machine grinned. The alternate Thanos was then engulfed by a massive blast, and his armour began to crack under the pressure. The Mad Titan reached up and grabbed Carol's hair, yanking on it and pulling her off of his neck. He then threw her at Rhodey, knocking down the War Machine. Carol scrambled to her feet as the alternate Thanos used the Space Stone to disable Sam's wings. The Falcon crashed into the ground, and groaned. Carol then charged at her opponent, but Mind, Soul, and Reality flashed. Carol saw the world around her morph into a familiar house in Louisiana.

"You lost a great many people in my counterpart's snap,"Thanos explained. "Monica. Fury. Half of the Skrull you had been protecting. Goose. Maria survived, but you haven't been able to find her, have you? Would you like to know what happened in the three years you were gone, searching for those Stones?"

"What the hell did you do?" Carol snarled. Space flashed again and a portal opened as the world around the two transformed back into the scorched battlefield. Maria fell out of the portal Thanos had made, looking broken and tired.

"Carol?" She asked, fear in her eyes.

"Maria!" Carol replied running towards Maria. Space flashed, freezing Carol in place for a moment. Thanos twirled his sword and grabbed Maria's shoulder, swinging the blade through her neck. Carol was released from the Space Stone's hold and she fell to her knees as Maria's headless body crumpled. Thanos ran his sword along the Gauntlet, cleaning the fresh blood from the edge. Mjolnir then sailed down, hitting Thanos in the back of the head before flying back into the air and to Steve's hand, who landed gracefully with a shockwave of lightning.

"Danvers, I'm so sorry I'm late." Steve gazed down at Maria's body with sympathy. "I... Oh, God."

"Thanos weakened my powers," Captain Marvel explained, getting right to business in hopes of distracting herself. The First Avenger hurled Mjolnir at Thanos' face to distract the Mad Titan before pulling the shield from his arm and offering it to Carol. She slid her right arm into the straps, tightening them as Mjolnir soared back to Steve's hand.

"I want that back when we're done," Captain America replied with a small yet still sympathetic smile. Carol nodded. The two Captains then charged at Thanos, with Carol soaring into the air and slamming Steve's shield into Thanos' face before flying behind the Mad Titan. Steve ran at Thanos and uppercut him after spinning Mjolnir. He then tossed the Thunderer's Hammer up at Carol, with the mystical weapon hitting the Vibranium shield like a gong. Captain America summoned his hammer back, spinning it to segue into a mighty lightning-filled uppercut. Captain Marvel flew back down, shield bashing the Mad Titan before firing a photon blast at him, a photon blast he shielded himself from using the Power Stone.

"You may stand in my way to obtaining the Time Stone, but unfortunately for you, your efforts will all prove futile. You’ve lost, Captains. It is as my counterpart told your friend Thor. Dread it, run from it, destiny still arrives all the same,” Thanos growled, a sadistic Cheshire grin on his face as he twirled his sword.

“As long as one man stands against you, Thanos, you cannot, will not, win." Steve readied his hammer. "And we will stand against you until neither of us can stand at all,” Captain America said, rapidly slamming his hammer and free fist into Thanos’ chest and head. Thanos blocked the last of the hammer strikes by grabbing the head of the mighty Mjolnir, wrenching it from Steve's grip. The hammer fell to the ground as Thanos brandished his saber. He then sliced a gash into the First Avenger's calf with his weapon and kicking him in the chest, sending Captain America flying backwards into some debris. Carol flew forward, landing a photon empowered punch followed by a strike from Steve's shield to the Mad Titan's head, causing the sound of cracking metal to ring out. He slashed up to distract her, cutting her shield arm between the straps before grabbing Carol's face, slamming her back and forth into the ground like how Hulk had done to both Thor and Loki before hurling her through a series of rocks. Thanos pulled his broked helmet from his head, throwing it at Steve's feet as he once again twirled his sword.

“For two people about to die, those are very noble sentiments. I hope your memory will last longer than your lives,” The Mad Titan said with sympathy.

"I've lived my entire life by those sentiments. They're well worth dying for," Steve groaned, getting to his feet. 

"Then I will happily grant you that wish," Thanos chuckled. He swung his sword at Steve, but Carol stepped between the two, taking the hit with the shield. Thanos' blade cut into the Vibranium disk, to Captain Marvel's horror. Thanos continued his assault on Carol, breaking jagged chunks of the shield away until only half of Captain America's beloved shield remained. Thanos pulled Carol's shield arm down and slashed his sword across her face, leaving a cut along her forehead, through her left eye, and onto her left cheek. Earth's Mightiest Maiden roared in pain before the Mad Titan backhanded her away with the Infinity Gauntlet.

"Get up, Carol!" Steve groaned, reaching out for Mjolnir. With a flash of silver, Thanos sliced off Captain America's arm. Steve screamed, clutching the stump halfway down his left forearm as Mjolnir soared past him and landed near Carol.

"I still have uses for you, Steve. The Stones will fix you." The Infinite Conqueror rolled his eyes before impaling Steve Rogers, who let out a cough of blood.

"Carol..." He spoke through the blood. "If she... Be worthy." Steve groaned before setting his head back. Captain Marvel rose to her feet unsteadily, tightening the straps securing the broken shield of Captain America to her arm as blue blood oozed from her face and her arm. She reached down to Mjolnir, wrapping her hand around the handle. She picked up the Thunderer's Hammer, ready to make her defiant last stand. Her remaining eye glowed with her Binary powers and sparks from Mjolnir as she lifted the hammer skyward, summoning a lightning blast onto Thanos. The Mad Titan roared, breaking free of the attack and charging Carol, swinging his sword down at Captain Marvel. She blocked his attack with the remaining half of Steve's shield and Mjolnir, lifting up into the air and kicking Thanos with both feet before wrapping her legs around his sword hand, twisting to wrench the blade from his grip. Carol then slammed Steve's shield into Thanos' face, forced his Gauntlet clad hand to the ground, and placed Mjolnir in the palm. The Mad Titan grunted as his hand was anchored to the ground, and he reached over to fiddle with the Gauntlet. Captain Marvel then picked up Thanos' double bladed sword, gripped the massive handle and the end of one of the blades, and snapped the blade she was holding over her knee. She then strode up to Thanos, holding the unbroken half of both Steve's shield and the sword. She slugged Thanos in the face with the shield.

"That was for my eye." She slugged him again. "That was for Steve." She then drove the blade of the Mad Titan's sword into his chest, causing Thanos to roar in pain again. "And that was for my wife." Thanos groaned, taking his free hand away from the Gauntlet as Carol pulled his sword out of his chest and stepped back, pushing her long hair from her face.

"You..." Thanos groaned. "You should have gone for the head." His hand the glowed orange as he lifted up Mjolnir, allowing Carol to see that the Soul Stone had been pulled from the Gauntlet. Earth's Mightiest Maiden jumped at the Mad Titan, but he clubbed her in the face with Mjolnir. Captain Marvel flew backwards, hitting a rock. She looked up with a groan, seeing Mjolnir just before it smashed into her face. The hammer flew back to Thanos' hand as Carol grunted in pain, looked to her side, and spit out some blood and a tooth. Thanos picked up the broken piece of his sword from the ground, scraping it against the dirt as he walked towards Carol with slow, measured, angry steps. "If she be worthy?" He chuckled, looking down at Mjolnir. "How could you be worthy?" Thanos hit Carol in the face again with the Thunderer's Hammer, breaking her nose with a sickening crack. "You're not worthy to protect this world. You can't even protect your wife." Thanos then drove the blade in his hand into Carol's gut.

Sakaar

June 5th, 2021

Carol awoke with a scream, looking around in a panic. She saw the sunlight of early morning Sakaar trickling into the room, the quiet peace of her room, and the form of 'Maria' wrapped up in blankets next to her.

"Carol?" The alternate Supergiant asked, sitting up.

"Oh, God. I'm..." Carol took a series of deep breaths. "God, I'm sorry. I... I didn't mean to wake you up."

"Nightmare?" The alternate Supergiant pressed. Carol nodded. "What about?"

"I..." Captain Marvel continued her breathing, though it calmed slightly. "I lost you to Thanos again." The alternate Nednyh wrapped her arms around Carol.

"It was just a dream, Carol." She smiled a sadist's grin over Carol's shoulder, out of sight of Captain Marvel. "I'm still here."

Chapter Text

Space

June 5th, 2021

Rhodey and Monica flew around in the void of space, investigating the debris.

"You've been out there for three hours, and you haven't found anything. Maybe we should pack up and move towards Sakaar," Talos' voice came through the comms.

"Hold that thought, Talos. I've got something." Monica said as she turned a piece of debris, revealing a robot with a gaping maw any resident of Sokovia would recognize from their nightmares. Rhodey flew over and growled.

"Son of a bitch. That's... That's Ultron. Or one of his Sentries," Rhodey explained.

"Ultron as in Sokovia?" Monica asked.

"Yeah." War Machine nodded. "Shit."

Sakaar

June 5th, 2021

Carol stepped into the Arena, the crowd hooting and hollering. The Grandmaster's projection appeared on the screen.

"Ladies and gentlemen, boys and girls, those somewhere beyond the binary, welcome to this week's qualifying semifinal! Once again in the Arena is the crowd pleaser... Warbird! Still don't quite know where she comes from, but those twinkly fists are no joke, no joke at all. So no laughter, she can blow your head off with finger guns! Who's she fighting for? Some as of yet unnamed woman! That's right, to the disappointment of many, she's taken. Broken hearts all around, and maybe a broken spine in the Arena today. Because..." The door on the other side of the Arena opened and Ulik stepped out. "She's throwing down with Ulik, someone's going down in the Arena because these two combatants have been mowing down everyone else!"

"Let's see if you can back up those flashy fists with fighting prowess, Warbird!" Ulik punched his fists together. "For today you face Ulik, Lord of the Rock Trolls! I have fought both the Mightiest General of Thanos and the God of Thun-" Carol put her finger up to silence him as she began to play with her suit's gauntlets. She brought her arms out to her sides, short blades forming over each of her knuckles.

"Bring it on," Earth's Mightiest Maiden grinned as her helmet deployed. Ulik charged, but Carol spun out of the way, taking to the air and wrapping her leg around Ulik's throat. The Rock Troll attempted to bite her thigh, but Carol grabbed his jaws and held them open. Ulik got a chance to sniff her knuckles, a look of horror emerging on his face. "Oh, yeah. I forgot to mention. I absorbed a bit of iron into by suit before this fight. I know you guys don't do too well against that." Ulik jumped into the air, slamming his back and Carol into the ground. Rolling away, Ulik began to slam his Uru bracers into Captain Marvel's stomach.

"And I know Kree like you don't do so well against Uru. No one does," Ulik chuckled. He moved from punching her in the gut to punching her in the face with one hand as he lifted her by the neck with the other. Carol grunted in pain, Ulik's Uru knuckles beginning to damage her mask. Captain Marvel's eyes lit up as energy began to gather in her hands. Wisps of photons collected on her bladed knuckles, and the Rock Troll slowed his attacks. A single punch from Earth's Mightiest Maiden caused Ulik to drop her, but Carol took flight before hitting the ground. Soaring into the air above Ulik, Captain Marvel fired a blast of photons down at her foe. Ulik blocked the blast with his Uru knuckles, but was then quickly met by a diving Carol. Captain Marvel lifted him into the air, grabbed his leg, and began to slam him back and forth like Thanos had done to her in her nightmare. Captain Marvel then released Ulik, driving him into the ground. She then jumped on him, planting her knee into his gut as she pounded his face in with her iron-enhanced fists. Earth's Mightiest Maiden rose, planted her other foot on Ulik's neck, and charged energy into both of her fists. She jetted into the air before coming down like a bomb, creating a massive crater in the middle of the Arena, the charred and broken remains of Ulik in the middle. Carol walked away as debris and sand rained down upon her, coating her hair in dust.

"Damn! That was one hell of an explosive finish from Warbird! She's in tomorrow's weekly finals, folks! Let's see if she can get her first Contest title! It's bound to be one hell of a fight!" The Grandmaster's voice rang out.

Space

June 5th, 2021

Rhodey and Monica stepped into their ship, and Rhodey walked over to the comms. He tapped a few buttons and the screen flickered for a moment before a tired looking Tony appeared on the screen.

"Rhodey, this better be important. You woke Edwin and Morgan up."

"Yeah, sorry about that. I think this is important, though." Rhodey held up the Ultron Sentry.

"Shit," Tony groaned.

"That's what I said," War Machine replied.

"Shit!" Morgan's voice came from the other side of the call. Talos, Rhodey, and Monica stifled their laughter as a look of horror spread on Tony's face.

"Morgan, don't. That's Uncle Rhodey's word," Tony quickly tried to prevent Pepper from hearing their children swear.

"Shit!" Edwin piped up as well. Tony adopted a pained stare into the distance.

"We'll bring the head to Earth and... Uh... Leave you to this shitshow." War Machine grinned.

"SHITSHOW!" Morgan and Edwin yelled together. The call then cut out.

"You helped WanVisz, Supergiant, and Pepper fight Ultron, right, Talos?" The Full Metal Avenger asked. Talos nodded.

"Yeah, this..." Talos motioned to the Sentry. "This wasn't the body he was using."

"Then we have a serious problem." Monica's nose crinkled in annoyance.

Sakaar

June 5th, 2021

The alternate Supergiant ducked into a secluded garden of the Grandmaster's tower, pulling a communicator from her pocket.

"Supergiant. Do you have the Mind Stone?" Ultron's voice came through the comms.

"Not yet. I'm working on it, Ultron." Supergiant explained.

"Do try to be quick about it. I'm not known for my patience."

"What does Doom even want with this Stone? As far as Infinity Stones go, it's kind of shit."

"Don't question his motives. Infinite power over anything is still infinite power over something." Supergiant then grunted pain as she grasped her head. "Remember your role in this mission, Supergiant. Get the Mind Stone. Neutralize Carol Danvers if necessary. Do not get caught. Understood?"

"Yes, Ultron," Supergiant replied. The comms channel then cut out.

Carol walked out the Arena, shaking sand out of her hair, finding Scrapper-164 waiting for her.

"Congratulations on the win. The Grandmaster asked me to tell you about a Contest policy. If a combatant survives their defeat, they're given to the winner as a slav... Prisoner with a job, and if that winner is defeated, their sl... Prisoners with jobs are given to the winner. Ulik had someone, so now that someone is all yours. He's already waiting in your room," The Scrapper explained.

"Sounds... Neat." Carol nodded slowly. "Hey, question. Could you do me a favour and get someone to bring me those Uru knuckles of his?"

"Looking for a trophy?" Scrapper-164 asked. Captain Marvel's eyes flickered around quickly before slowly nodding.

"Sure, we'll go with that." She whispered to herself.

"No problem. I'll have someone deliver them."

Carol walked down the hall to her room, still itching her head.

"Whatever the hell that sand is actually made of, it's itchy as hell." Carol spoke to herself with a chuckle as she reached the door. "Bone fragments, probably. Blood. God, I wait to get this suit off and get into a bath."

"Vers? Is that you?" A familiar voice that Carol never thought she'd hear again spoke from within her room.

"You've got to be shitting me." Captain Marvel groaned, taking in the face of Yon-Rogg.

Chapter Text

Phalanx Technarchy

June 5th, 2021

Ultron sat on a throne, holding the severed head of one of his Sentries in his left hand and drumming his fingers on his right hand on the throne. Another Sentry entered, dragging a Skrull along with it.

"Tell me, Skrull. Do you have a family?" Ultron asked.

"I'll never talk," The Skrull growled. Ultron stood and chuckled.

"A violent response to a simple question. I'm feeling very personally attacked right now," Ultron looked at his Sentry with a confused gesture before turning back to the Skrull. He rose from his throne and sauntered over to the Skrull. The Rogue AI tossed the head of his Sentry into his right hand before backhanding the Skrull across the room with his left. "I'll ask you again, Skrull. Do you have a family?"

"Why? So you can torture them?" The Skrull growled again. Ultron groaned before rolling his optics.

"IT'S A-" Ultron cut himself off before pausing. "It's a yes or no question." The Skrull continued looking up at Ultron defiantly. "Oh, for God's sake." Ultron grabbed the Skrull by the neck and forced the Sentry head into his face, the metal warping and expanding around the alien. He began to scream in paid as the Rogue AI continued to force the head onto the Skrull. The metal expanded downwards, bonding with and replacing the Skrull's cells. After a moment of screaming and agony, the Skrull was a twisted mess of metal and skin. "Damn it." The Rogue AI kicked the mangled corpse in annoyance. "So test 54-68 was a failure. Annoying."

"It's the subject's minds. They aren't built for this," The Sentry spoke up, its voice lighter and more static-filled than the main Ultron's deep and menacing tone.

"Hence why we need the Mind Stone." Ultron strode back over to his throne, sitting down. "We've not been able to obtain any Uru either. Overall this week has gone to shit." Ultron leaned back in his throne, his eyes and bio-lights turning blue for a moment. "One of the Sentries stationed on Earth located something of interest, though." A video then appeared in front of Ultron, a video showing Laura and Sam fighting Avalanche. "Her claws are clearly not Vibranium. I want to find out exactly what they are. It could do as a substitute for Uru, at least for now." He rose from his throne again, strolling over to the mangled Skrull. "The Phalanx absorption technology can grant all of my soldiers the powers of a Skrull. Add Uru into the mix, and I can be anyone," Ultron mused. "The Avengers did me a great favour casting me into the stars. Vision has had two chances to kill me now, and he failed to both times," He chuckled. "I warned the Avengers that God was getting ready to throw a Stone at the universe. As it so happens, he threw six. Then the Avengers threw back. They made a truly foolish decision keeping the Stones. Now I can lay claim to the Mind, Space, and Power Stones and expand my reach across the universe. I promised the Avengers that when the dust settled the only thing alive would be metal. The dust of Thanos has settled, and soon all there will be is the Ultron Phalanx." Ultron walked back to his throne before gesturing to his Sentry. "Bring me the Favoured Daughter of Thanos. I need a word with her."

Sakaar

June 5th, 2021

Carol growled at Yon-Rogg, who put up his hands in surrender. He looked similar to how he did decades ago, except he had grown a beard. Carol hated to admit it, but it was kind of a good look. Not Steve Rogers with a beard good, but it softened his facial features. Made her forget for exactly two seconds how much of an absolute asshole he was.

"Vers?" Yon-Rogg asked.

"Not my name, asshole." Carol's fist glowed. "Where's Maria?"

"She went out for a walk to one of the nearby gardens." Yon-Rogg put his hands in front of him in a non-hostile act of calming.

"You know, if you're lying, I can kill you. I currently own you," Captain Marvel threatened.

"Honestly, I wouldn't blame you, Ve-" The Starforce Commander accepted his potential fate before cutting himself off. "Captain. I wouldn't blame you, Captain," He resumed, picking the title least likely to bring about his demise. "Just... Let me get something off my chest first? Please?" Carol paused to consider his question. It seemed sincere. He also absolutely knew that she wouldn't hesitate to kill him and that he really wouldn't stand a chance. He was just a Kree. Her fist stopped glowing, and Yon-Rogg breathed a sigh of relief.

"Fine."

"Thank you," Yon-Rogg said with a genuine face of relief. He sat on the floor, gesturing for Carol to join him. She sighed before sitting down next to him, grabbing a bottle of alcohol from the shelf nearby on the way down. "You know, I owe you," Yon-Rogg explained. Carol turned her head to him and gave a confused look. "You've saved my life twice since I last saw you." Yon-Rogg scratched his chin. "Your powers came from the Space Stone. It screwed with my ship's engines and when I got to a jump point, I ended up here. Kree don't come here." He nodded to himself sadly. "The second came decades later. It came a few months ago. You and the other Avengers fixed the Great Dusting. You brought me back." Carol opened the bottle and took a long swig.

"I assure you that it wasn't intentional." Captain Marvel extended the bottle to Yon-Rogg, who accepted it.

"Still. Thank you." The Starforce Commander took a swig as well. "This is half decent alcohol."

"I've had worse." Earth's Mightiest Maiden replied. The two sat in silence for a moment until Yon-Rogg piped up again.

"Do you remember the time you walked in on Minn-Erva when she was naked?"

Hala

January 26th, 1990

Carol walked down a hallway in the Starforce section of the Hala Military Stronghold.

"No Yon-Rogg, no Att-Lass, no Bron-Charr. Stupid," Carol said to herself. "And like I'm going to train with Korath." She looked around for a second, making sure the Starforce Swordsman wasn't around. "He's the worst. Not everyone needs to use swords, Korath." She rolled her eyes before reaching a door. She knocked on it, beginning to drum on her elbow while she waited.

"Come in." The voice of Minn-Erva emanated from within. Carol opened the door, her eyes widening as she took in Minn-Erva standing there. Full coverage, all blue, naked as the day she was born. "What is it, Vers?"

"I, uh, wanted to train with someone, but Yon-Rogg's away with Bron-Charr and Att-Lass," Carol explained a faint blush rising to her cheeks.

"Korath's around." Minn-Erva shrugged before she began to braid the left side of her hair.

"I would, but, um, he's kind of a dick when we train?" Carol's eyes fluttered down for a moment before she decided to lock them on Minn-Erva's face. Lips? No, wrong move. Eyes? Terrible idea. Captain Marvel settled for starring straight ahead at the Starforce Sniper's nose.

"Skrull ain't any nicer." The Blue Kree finished braiding, giving her a moment to stretch her arms up. Vers forced herself to focus even more intensely on Minn-Erva's nose. The worst part was that she knew that Minn-Erva knew.

"Yeah, but the Skrull don't trash my fighting style every two seconds," Vers explained, stumbling. "You know what, I'll just ask him anyways. You're not dressed for training."

"Maybe you're not dressed for my room, Blondie." The Starforce Sniper grinned. Carol's blush became far more apparent as she gulped. Minn-Erva chuckled, pulling her not actually dry lips into her mouth to moisten them a little. "I'll put on some clothes and meet you in the training room in five." She stepped closer to Vers, a grin on her face. "Or I can skip the clothes and we can... Train here." Carol's eyes widened again as she leaned her head back to avoid staring at the approaching Minn-Erva's naked blue body. "What's the matter, Vers? Flerken got your tongue?" Minn-Erva was now within inches of Vers, whose face was blue with embarrassment and whose eyes were full of panic and mild attraction. "I can help with that problem." Her voice became a seductive whisper. Minn-Erva was barely an inch taller than Carol, but it somehow felt like the Blue Kree absolutely towered over her. A hand touched Vers' hip, who was then snapped out of her stupor.

"See you in five!" Carol yelled before booking it out of the room.

Sakaar

June 5th, 2021

"No," Carol replied, lying blatantly. Yon-Rogg took another swig.

"I'm pretty sure she talked about you walking in on her while I took Att-Lass and Bron-Charr on a mission," He added, raising a brow at Carol.

"I don't remember that." She took the bottle back from Yon-Rogg, tipping it back.

"I'd make a joke, but I know you'd punch my head off." The Starforce Commander reached for the bottle.

"Good choice." Captain Marvel moved the bottle away from her former commander and drank the rest of the alcohol.

Phalanx Technarchy

June 5th, 2021

Ultron stood with his back to the door, both of his arms crossed behind his back and the mangled Skrull corpse still nearby. The door opened, and two Sentries entered, followed by the alternate Gamora.

"What do you need from me?" The alternate Gamora asked.

"A great many things, Gamora. But the first is your skills as an infiltrator." Ultron spun on his heel, gazing down at Gamora. "In June of 1995, a Kree ship went down during a battle involving Captain Marvel in the Mojave Desert on Earth. I lack faith in Supergiant to get me the Mind Stone. As such, I will require another means of tricking Captain Marvel to hand it over. Bring me any remains contained within the ship. I will handle the rest."

"We can't just take it by force?" Gamora asked. "I fought a version of Captain Marvel once with the aid of my father. With the element of surprise, we could kill her." Ultron began to chuckle.

"You don't understand how terrible that idea is, do you?" The Rogue AI questioned. "Do you know how many psychics the Avengers have? Or that Asgardian Watchman? The second we attempt to kill Carol Danvers, the Asgardians will know to send aid, and the Masters of the Mystic Arts will quickly follow. No. We need to trick them into thinking that the good Captain is doing it of her free will."

"I will not fail you, Ultron," The Favourite Daughter of Thanos bowed. Ultron strode over, grabbing the Skrull on the way before stooping down to her level. He placed a hand on her chin, tipping it up.

"I know you won't." Ultron crushed the metal coated skull of the Skrull with a single clench of his fist.

Sakaar

June 6th, 2021

The alternate Supergiant laid awake next to the sleeping Carol. Yon-Rogg slept on the large pillows that the alternate Supergiant and Carol had sat on while 'reminiscing'. She couldn't risk shapeshifting to her natural form to induce a historical nightmare in Carol, not when the risk of Yon-Rogg waking up and seeing it happen was a possibility. If he attacked her, it would break her concentration on holding Carol, who would wake up. She could base it on a recent memory, though. And she knew for a fact that the good Captain had been thinking about her time on Hala earlier. 'Maria's' eyes glowed for a moment, and she smiled. Normally missions weren't this fun.

Hala

January 26th, 1990

"Come in." The voice of Minn-Erva emanated from within. Vers opened the door, her eyes widening as she took in Minn-Erva standing there. Full coverage, all blue, naked as the day she was born. "What is it, Vers?"

"I, uh, wanted to train with someone, but Yon-Rogg's away with Bron-Charr and Att-Lass," Vers explained a faint blush rising to her cheeks.

"Korath's around." Minn-Erva shrugged before she began to braid the left side of her hair.

"I would, but, um, he's kind of a dick when we train?" The Starforce Captain's eyes fluttered down for a moment before she decided to lock them on Minn-Erva's face. Lips? No, wrong move. Eyes? Terrible idea. Vers settled for starring straight ahead at the Starforce Sniper's nose.

"Skrull ain't any nicer." The Blue Kree finished braiding, giving her a moment to stretch her arms up. The Kree-Human hybrid forced herself to focus even more intensely on Minn-Erva's nose. The worst part was that she knew that Minn-Erva knew.

"Yeah, but the Skrull don't trash my fighting style every two seconds," Vers explained, stumbling. "You know what, I'll just ask him anyways. You're not dressed for training."

"Maybe you're not dressed for my room, Blondie." The Starforce Sniper grinned. Vers' blush became far more apparent as she gulped. Minn-Erva chuckled, pulling her not actually dry lips into her mouth to moisten them a little. "I'll put on some clothes and meet you in the training room in five." She stepped closer to Vers, a grin on her face. "Or I can skip the clothes and we can... Train here." The Starforce Captain's eyes widened again as she leaned her head back to avoid staring at the approaching Minn-Erva's naked blue body. "What's the matter, Vers? Flerken got your tongue?" Minn-Erva was now within inches of Vers, whose face was blue with embarrassment and whose eyes were full of attraction. "I can help with that problem." Her voice became a seductive whisper. Minn-Erva was barely an inch taller than Vers, but it somehow felt like the Blue Kree absolutely towered over her. The Kree-Human hybrid closed the distance between her and Minn-Erva's lips, grabbing the back of the Blue Kree's head. The two broke away, both giving each other hungry looks.

"Find a flerken?" Vers asked.

"Maybe I should look again." Minn-Erva grinned, pushing her partner against the wall before resuming the kiss. The Starforce Captain wrapped her right leg around the Starforce Sniper's waist, using her left to push off the wall and onto the bed.

"And maybe I'm overdressed." Vers grinned back.

"I can fix that." The Starforce Sniper reached up, undoing the clasps on Vers' shirt. The Starforce Captain's shirt fell off, exposing her barr chest, and she kicked off her shoes. Vers ran her right foot along Minn-Erva's bare leg, causing her to let out a happy moan before reaching up to grab Vers' pants. The Kree-Human hybrid gripped her bunk-mate's wrists, holding them down on the bed above her head.

"Your room, my rules." The Starforce Captain nibbled the Blue Kree's neck.

"Mmm... Yes, Captain." Minn-Erva licked her lips before biting Vers' left ear. Vers pinned Minn-Erva's wrists under one of her hands, using the other to trace a line along the Blue Kree's collarbone.

"Have I ever told you about some of my favourite things?" The Kree-Human hybrid asked with a sultry grin on her face. The Starforce Sniper shook her head, her normally somewhat smug confidence replaced with hungry curiosity. Vers kissed Minn-Erva's collarbone before biting the spot where her neck met her chin. She then moved down to Minn-Erva's stomach, kissing her toned abdomen. Carol then took her free hand and squeezed the Starforce Sniper's butt.

Wait.

Carol. That's right. She was Carol Danvers.

Carol scrambled off of Minn-Erva, realizing what she was doing.

"No! God, no! You're not... We're not... No! Maria!"

Chapter Text

Sakaar

June 6th, 2021

Carol woke up from her nightmare, finding the bed next to her empty.

"Maria?" She asked in fear.

"She woke up before you and stepped out for some air." Yon-Rogg's voice came from his corner of the room.

"You sure about that?" Carol's eyes narrowed. Yon-Rogg raised his arms in a show of innocence.

"One hundred percent. Captain, we both know that if I was lying to you, you'd rip my head off and shove it up my ass so far that it would be on my neck again."

"Actually, I would have turned you to ash with a photon blast." Carol pondered for a moment. "But I kind of like your idea better." The two stood in awkward silence for a bit.

"You had a nightmare last night," Yon-Rogg stated. Carol's neck hairs stood up as her nose crinkled slightly. "Don't try telling me you didn't. I know what you having a nightmare looks like." Yon-Rogg took a step forward before reconsidering his action and stepping back again. "It was about Minn-Erva. You remembered walking in on her. You had a nightmare about sleeping with her. You feel guilty about it."

"You don't know what you're talking about." Carol rolled her eyes.

"Maybe. Then let's talk a hypothetical. If you had a nightmare about Minn-Erva and if you felt guilty about it with Maria, you shouldn't. It's just a nightmare. It doesn't matter when you wake up." The Starforce Commander stroked his beard.

New York

June 6th, 2021

Talos, Monica, and Rhodey walked into the commons area of the Avengers Facility, seeing Supergiant and a young man with brown hair wearing a grey flannel button up with his sleeves rolled up, jeans, and black running shoes with red and silver plating where the laces should have been. The glasses Tony wore before fighting Cull in New York were nestled in his shirt pocket, a watch like the one Tony had worn in Vienna sat on his right wrist, and a large band of red and silver metal sat on his left.

"Harley, hey! I didn't know you were in town." Rhodey grinned. Harley rose, shaking War Machine's hand.

"Yeah, I flew in last night. Tony wanted me around because he's doing some big gala this Friday," Harley explained.

"A shame you'll miss it." Ultron's voice came from the speakers.

"Oh, son of a bitch!" Rhodey groaned.

"Engage Barn Door Protocol. " Ultron ordered. Walls of metal expanded downward, covering all the doors and windows of the room. Supergiant and Talos both grunted in pain. " Ah, yes. Barn Door includes power dampeners. What a shame. "

"What do you want with us, you titanium jackass?" War Machine demanded.

"Nothing harmful. You discovered my Sentry in deep space, and I just can't have you getting in the way of my plans, so I'll be locking you in here until I'm done," The Rogue AI gave a brief monologue. Twelve of Ultron's Sentries then de-cloaked, evidently being equipped with the same retro-reflective plating Tony had used in his various stealth suits.

"FRIDAY, Override Code Whiskey Alfa Romeo Four!" Harley ordered.

"Oh, Mr. Keener. Not so quick, are we? I know one of your override codes now," Ultron chuckled. Rhodey and Monica gave Harley a horrified look, though Rhodey's was more confused than angry.

"What the hell does that code do?" Monica asked.

"It's the War Machine Mark IV's emergency deploy code!" Rhodey realized the young man's play, looking at Harley with an understanding look.

"What were you thinking? Now he's got Sentries and the War Machine." The younger Rambeau snarled.

"Ooh, I can deploy the War Machine? Excellent. Override Code Whiskey Alfa Romeo Four." Ultron's voice filled with excitement as Monica glared a death glare at the subtly smiling Harley. A pod containing the same War Machine armour Rhodey had worn during the Battle of Wakanda and the Assault on the Garden shot from the wall, deploying into the armour before wrapping around Rhodey. "WHAT?"

"It deploys the War Machine to a nearby confirmed pilot, it doesn't give the person who deploys it control." Harley grinned. He then tapped a set of three buttons on his watch before banging his wrists together, armour beginning to form around him from his wrists and shoes. He pulled his glasses from his pocket, flipping them open before putting them on his forehead as the nanites reached his face, the glasses dissolving to form his faceplate that then flipped down with the familiar click. The suit of armour around Harley was identical to the Mark 50, except for the fact that all the gold plates were coloured silver, and the Arc Reactor, eyes, repulsors, and various other spots of light were a soft green rather than blue. The New Iron Man raised his left repulsor and deployed the same sword Tony had used during his last ditch attempt to attack Thanos on Titan from his right hand. War Machine deployed his shoulder cannon and arm mounted machine guns, and the two set to work on the Ultron Sentries. Harley jetted forward and sliced into one Sentry's chest before blasting it in the head while Rhodey let loose a salvo of bullets into three other Sentries, tearing them apart. The New Iron Man flexed his left hand, causing the nanites to shift down into a chain ending in a flail. He twirled his weapon before smashing it into a Sentry's chest, embedding the spikes in it as War Machine fired a micro-missile at another Sentry, destroying it. Harley's mace split open to reveal a cannon, which he used to blast a hole into his damaged target. Rhodey's arms shifted as two flamethrowers emerged, which he used to scorch two Sentries as the New Iron Man fired two grapple hooks from each wrist into four Sentries. The Iron Successor dragged the four Sentries in his grip together in front of his chest as the Full Metal Avenger retracted his flamethrowers and deployed his machine guns. Harley fired his Unibeam and Rhodey fired his guns, the two attacks destroying the last six Sentries.

"Well that was dramatic." Ultron voice filled with a deadpan tone.

"Alright, Ultron. Where are you?" Harley demanded as his helmet retracted.

"Deep space. You could spend years looking for me," Ultron chuckled. "But first, you might need to help Captain Danvers." Ultron's voice then cut out.

Mojave Desert

June 6th, 2021

Gamora-842667 stepped out of her ship into the boiling sunlight of the Mojave Desert. She walked towards the wreckage of a nearby starship, drawing her sword from her hip. The Galaxy-Class Killer dug her blade into the cockpit of the ship, tearing it open. Inside, she found a body in a damaged Starforce uniform, a body with dark blue and shrunken skin that looked like it had been charred. Gamora-842667 attempted to pull the body from the craft, but the fire damage and mummified skin caused its left arm and both of its legs to fall of.

"Eson above..." Gamora-842667 groaned. She pulled her communicator from her pocket. "Ultron, I found the body. It's well preserved, but it's fire damaged. How intact does it need to be?"

"Please tell me you didn't dismember it," Ultron sighed.

"It's heavily damaged. The body's practically falling apart," Gamora explained. Ultron groaned.

"Fine, fine. Just bring back all the pieces," The Rogue AI ordered. "Ultron out."

New York

June 6th, 2021

Harley and Rhodey stood by the control panels of the doors, working on them. Monica sat with Supergiant and Talos, who looked like they were in quite a bit of pain.

"Any luck?" Monica asked.

"Barn Door's stuck on an interior loop. We're trying to bypass it, but the code keeps rewriting itself. It's going to be hard without FRIDAY or Jocasta," Harley explained.

"We could also have someone open it from the outside, but comms are down. Supergiant could shrink down between the door's bonds but..." Rhodey added.

"Damn it," Monica sighed. The doors of the Barn Door Protocol then began to shift and move as War Machine and the New Iron Man stepped back from their controls.

"Was that you?" The two asked in unison. The doors opened, revealing Goose, looking very proud of herself as she licked her paw.

"Good afternoon, Avengers," FRIDAY piped up.

"Hey, FRIDAY," Harley chuckled.

"Your security is so lax a Flerken can get through?" Supergiant asked as she rose unsteadily.

"Barn Door's meant to contain people and energy temporarily. Opening it from the outside is as simple as hitting a button," Harley explained.

"We need to get to Sakaar," Talos piped up.

"I'll stay here and lock down our systems. Ultron clearly wanted us to not meddle." The New Iron Man walked over to a computer console and began to meddle with it.

"Right. Let's go give Carol some backup." The former Nednyh picked up Goose, who hopped onto the Nikuyhan's shoulder.

"I'm flying." Monica grinned.

Chapter Text

Sakaar

The Grandmaster's Tower

June 6th, 2021

Supergiant-842667, still wearing the guise of Maria, poked her head into Carol's chambers, not seeing her mark anywhere.

"Perfect," She smiled, walking into the room. Her shape shifted, shedding the disguise and returning to her natural purple-blue form. She pulled her comms from her cloak, activating it.

"This had better be a call about results." Ultron's voice was a low growl.

"I have a plan moving into position. I know who Captain Marvel is fighting today, and I know how to use that," Supergiant-842667 explained.

"Bring the Mind Stone to the Technarchy. Gamora will be joining us soon with Phase 4 of my plans," Ultron ordered.

"We won't need Phase 4 when I get the Mind Stone." The alternate Nednyh cut in.

"I gave you an order." Ultron's voice became a snarl again. Supergiant-842667 was a being versed in fear, and only three beings made her feel it. Her dead master, Ashta the Devourer, and this... This Ultron. He was a mere artificial intelligence created by her master. He shouldn't inspire fear in her. She was one of The Five Generals. She was Supergiant, a member of the Black Order. Or was. Corvus, Proxima, Maw, Cull, Nebula, they were all dead. She was stuck in a world where their mirrors and her double were on the side of good. A disgusting concept. One she looked forward to fixing. After today, Carol would be as afraid of the power of Ashta the Devourer as she was. Or she'd be dead. Supergiant-842667 wasn't particular. Supergiant shut off her comms and left the room, shifting to become Maria Rambeau again. The door to an antechamber opened, revealing Yon-Rogg.

"By Valknar's wrath!" The Starforce Commander's voice filled with shock and fear.

Latveria

June 6th, 2021

Victor sat on his throne, drumming his fingers on the arm rest. Ultron then appeared before him on the hologram.

"Victor." Ultron's voice was mildly panicked but mostly in control. "I just called Supergiant. I detected another life form in the room before the comms cut out. My scans indicate that the person in question is Yon-Rogg, former commander of the Kree Starforce." Yon-Rogg's face appeared on the hologram. "Supergiant isn't responding, I can't get to Sakaar in time, and we can't have him telling Captain Marvel about the plan." Victor rose from his throne.

"I'm on my way," He said, crossing his arms in front of his chest. His fists and eyes glowed with yellow lightning, ending in a small burst of electricity. When the sparks cleared, Victor Von Doom stood, but not in the decorated green and gold suit that he had been. Instead, he wore a green tunic similar to Stephen Strange's, but with silver armour similar to Thor's chainmail on his arms and legs. Two large golden disks sat just below his collarbone, connecting a green cape with a yellow trim to his tunic. His gauntlets and boots were somewhat similar in appearance to the Iron Man Mark 3, and the right gauntlet had a Sling Ring built in. Completing the armour was a silver mask that resembled a cross between the Iron Man Mark 1's mask, Ultron's head, and a skull. With a flick of Von Doom's wrist, a portal opened, but rather than the fiery sparks that normally accompanied portals, it was electric.

"Keep me posted. Ultron out." Ultron's hologram vanished as Von Doom strode into the portal.

Sakaar

The Arena

June 6th, 2021

Carol walked into the Arena, ready to fight what would hopefully be her final opponent. She wanted to get off this rock with Maria and the Skrull as soon as possible so they could all get home. Yon-Rogg could rot here. Maybe she'd send an anonymous tip to the Kree about his location. Carol chuckled to herself at the thought before focusing again. The Grandmaster's hologram appeared above the arena.

"Alright, alright, alright! It's been a week of Warbird, and we still have no idea where she's from! She could be from anywhere! Well, well, well, its certainly a compelling provocative exciting delicious to think about idea. Like, look at her! Imagine a whole planet of her! I, uh, don't think I'm, y'know, so different than your average, y'know, average. But Warbird here? Above average. Far above average."

"Thanks?" Carol said to herself.

"Have you seen that hair? Whoever gave her the idea to get it cut is a genius, simply a genius! Absolute wizard of hairstyle planning!" Carol rolled her eyes. "Warbird! You can hear me down there, right?" Captain Marvel gave him an unenthusiastic thumbs up. "I've turned my guest house into this little studio, and we can have you come over and do some readings, some commercials. How does that sound? The guest house is right next to the ocean here. You know, I love the ocean. Boats, not so much. Where was I again? Ah, yes! Time for this week's finals! In the one corner, as previously mentioned, we've got Warbird!" Carol deployed her helmet for what would hopefully be the last time in this arena. "And her opponent? Well, I'm not totally sure who her opponent is! All I know is that she goes by Stardust!" The door on the other side of the arena opened and a creature unlike any Carol had ever seen before stepped through. She had six yellow eyes, was humanoid except for her reptile-like legs and long tail, and appeared to be made entirely of shimmering water particles other than a piece of glowing white armour on her chest. "She claims to be a Harold of Gale Latex, whatever that means."

"Alright, let's do this." Captain Marvel took to the air and rushed forward.

Sakaar

The Grandmaster's Tower

June 6th, 2021

Yon-Rogg sprinted through the Grandmaster's Tower, evidently heading to the Arena, when he was clubbed in the face by the back of Von Doom's arm.

"Eson above..." Yon-Rogg massaged his head as he got up. He saw Victor looking down at him, the eyes of his mask and biolights on his wrists and ankles glowing yellow. "Who in Hala's name are you?"

"Doom. Yours, specifically," Victor chuckled, his voice taking on a mild metallic echo from his mask. He stretched his hands out skyward before summoning electrical energy from above. Von Doom then fired twin bolts of lighting from each hand and struck Yon-Rogg in the chest, sending him flying back into a wall. The Starforce Commander rose, but was met by a right hook. The Lord of Latveria brought his hands into an x over his chest before turning his hands outward and opening his fingers, slashing out almost like he had talons. Dark tendrils tipped with claws shot from the ground, slashing against Yon-Rogg's face and body. Blue blood leaked from three deep cuts in Yon-Rogg's face as a dark blue stain began to form on his shirt. "By the Fangs of Farallah." Von Doom jutted his neck out and the sound of his teeth clicking together with a magical spark could be heard. Fiery fangs then appeared behind Yon-Rogg and dug into his leg, causing the Kree to scream out in pain. Victor raised his right fist, spun his left hand palm up, and brought his fist crashing down onto his open palm. "By the Sinking Sands of Set." The floor beneath Yon-Rogg liquefied and he sank in up to his waist before the floor turned solid again, leaving him trapped. Von Doom then boom boom whooshed the Ruby Rings of Raggadorr into his hands and clubbed the Starforce Commander with them, knocking him out cold. The Lord of Latveria reached for a nearby metal rod, picked it up, and hammered it through the left side of Yon-Rogg's chest with one of the Rings. Looking down at his handiwork, Victor opened a portal and left Sakaar.

Sakaar

The Arena

June 6th, 2021

Carol pounded Stardust in the face with a series of hooks and jabs. Stardust grabbed Carol by the right fist, twisted her arm around, and then wrapped her hand around the superhero's neck, lifting her into the air before slamming her down into the ground. Carol shot two photon blasts upward, pushing Stardust away before getting up and charging forward, channeling as much energy as she could into an uppercut. Captain Marvel then landed, spun around, and channeled a photon blast into a roundhouse kick followed up with a superman punch that put a hole through Stardust's chest. The Herald looked down at her chest and chuckled, despite not having a mouth.

"Cute. My turn," Stardust said simply. She threw punch after punch into Captain Marvel's face and stomach, hurling Carol back. The Kree-Human hybrid regained her footing and ran towards the Herald, channeling photonic energy into her hands. Stardust collected an odd cosmic energy of her own into her hand, and the two engaged in a duel that involved shots from hands that were repeatedly aimed at each other's heads, but pushed away by the defender. They eventually brought their fists together and fired, sending both combatants flying backwards. Carol got up, tapped a button on her suit's wrist, and a long yet thin spike shot from her right wrist. She channeled her Binary powers into it, creating an energy blade. Stardust fired blasts of cosmic energy at Carol, who deflected them as she ran forward. Captain Marvel rocketed into the air and came soaring down, causing her opponent to form a sword of her own from her arm to block the strike. The two women pushed on each other's swords "Your death has been foreseen by ancient texts! Do you know what they wrote? The weak shall perish!"

"Don't believe everything you read," Earth's Mightiest Maiden cracked her neck. She then broke the blade lock, jumping back a little and going for Stardust's chest. Stardust blocked the strike before side kicking Carol away.

"I am a Herald of the Great Force of Entropy! Who are you to stand against me?" The Herald laughed. Carol smiled, tapping her starburst. Her suit shifted back to its normal colouration, causing the audience to gasp.

"I'm Captain Marvel," Carol declared. She then broke into a sprint before taking to the air, crashing into Starburst with a sonic boom. Captain Marvel wrapped her leg around her opponent's neck, dragging her to the ground before jumping up and crashing her right foot down into the Herald's face, blasting a constant stream of photon energy into her opponent's head. Starburst's head melted away, but her headless body wrapped its hand around Carol's face, forcing the Avenger off. Carol retracted her sword and rushed forward, planting mighty hook after mighty hook into the Herald's frame.

Sakaar

In Orbit

June 6th, 2021

Supergiant's ship emerged from a jump point near Sakaar, Monica in the pilot's chair as Supergiant's eyes glowed. Rhodey and Talos sat behind them, Goose comfortably nestled in

"Carol's energy signature is going insane down there. She's being hit with the... By Gammenon," Supergiant's words stumbled out of her mouth.

"She's being hit by what?" Talos asked. Supergiant rose suddenly, stammering.

"The Power Cosmic. Ashta the Devourer. His power, his Herald. Eson above," The former Nednyh explained in fear.

"Oh, Kly'bn." Talos' eyes widened.

"I'm lost," Rhodey piped up.

"Ashta the Devourer is a cosmic force of destruction and entropy. He's known for empowering Heralds with the Power Cosmic to serve as his agents across the cosmos. Thanos feared him. The might of Infinity is the only thing that keeps him at bay," Supergiant explained.

"So the Infinity Stones," Monica stated.

"Yes. As long as the Stones and their power remain, Ashta remains at bay," Talos answered.

"Carol has the Space Stone's power." War Machine realized. "Shit."

"Wanda, we need to get down to Sakaar! Now!" Supergiant yelled into her comms. A portal opened inside the ship, with Carol's room visible on the other side. The group, with the exception of Talos, moved towards the portal. The Skrull moved towards the pilot's chair instead.

"I'll get the ship down there so we can evacuate the Skrull." Talos explained.

"Okay," Supergiant replied. She then turned back to the portal "Let's go."

Sakaar

The Arena

June 6th, 2021

Starburst was sent flying backwards into the arena wall, landing on her back. Earth's Mightiest Maiden strode forward, deploying her sword again. She drove it towards Starburst's chest. A burst of energy was heard as her sword made impact. However, to Carol's shock, it wasn't with Starburst's chest. The Herald had caught Carol's blade between her hands as her head grew back. Starburst chuckled as she pushed back against Carol's sword. Captain Marvel continued to push down, but Starburst managed to break the sword off and stab Carol in the stomach before the photons died away from the blade. Starburst the rose, punching Carol in the pelvis. The Kree-Human hybrid launched two desperate punches, but was met by an uppercut from her opponent. Carol was sent flying backwards, landing on her back. Starburst came over, planting her foot on Captain Marvel's chest.

"So much for Captain Marvel. Where are your friends now, Avenger?" Starburst laughed.

"Right here." Supergiant's voice pierced the arena. She grew in size, slamming her fist into Starburst's face. Starburst was sent flying back, and Supergiant turned to Carol.

"What's this? A surprise guest? Things just got interesting, folks!" The Grandmaster's voice came from above.

"Hey, Cap. Need a hand?" Supergiant grinned, offering her hand to Carol. Carol took it, and Supergiant pulled her up. Captain Marvel pulled the sword from her gut, allowing her healing factor to kick in.

"Fastest way to end this fight is telepathy, but I'll need the Mind Stone to do it," The former Nednyh explained.

"It's in my room." Carol shook her head.

"Okay. I'll see if I can buy you some time while you get it," Supergiant sighed. She then charged at Stardust, who had recovered from Supergiant's punch and was now coming towards the two. 

"Heimdall, spot check Supergiant," Carol requested.

Sakaar

The Grandmaster's Tower

June 6th, 2021

Supergiant, Rhodes, Goose, and Monica emerged from the portal. Supergiant's eyes glowed.

"I found Carol! Let's go!" She ordered. She fired a blast at the window, shattering it before jumping out, Goose on her shoulder. Rhodey picked up Monica and followed suit, the group heading towards the arena.

Sakaar

The Arena

June 6th, 2021

"She's coming towards the arena with Rhodes, Goose, and Monica Rambeau." Heimdall's voice rang out in Carol's ear.

"Shit," Carol groaned.

"Carol, Stone!" Supergiant-842667 yelled.

"We don't need it. We'll take her together." Captain Marvel's eyes glowed with Binary power. Supergiant-842667's face shifted to an annoyed expression. He expression turned into horror when the arena door Carol had come through burst open, with Supergiant, War Machine, Goose, and Monica rushing through the debris.

"What's this? More surprise guests? it must be my birthday, folks!" The Grandmaster laughed.

"You know what, I'll do it myself," Supergiant-842667 groaned. Her eyes glowed as she grabbed Carol's face, causing Captain Marvel to shriek in pain as her helmet retracted.

Chapter Text

Earth-842667

Earth

Upper Atmosphere

February 11th, 2013

Carol shot up with a shock, her hair falling in front of her face.

'Hair? Hair, no that's not right. My hair's too short. And it's all fuzzy. That Kevin guy in the suit jacket with the baseball hat cut it.' Carol thought. She reached up, feeling her head. Her hair was indeed long again. 'What the fuck?'

"Hey, Danvers. You're finally awake." Natasha's voice pierced the Quinjet. Carol pushed her hair from her face, seeing Natasha looking down on her with a grin. Her hair was longer and curlier, coloured red, and tied back in a ponytail.

"Yeah, I... Yeah." Carol nodded slowly.

"You with us, Care?" Another familiar voice spoke with a chuckle. Carol turned, seeing Minn-Erva smirking at her.

"It was, uh, hell of a nap," Captain Marvel laughed nervously. Minn-Erva came and sat next to Carol.

"Dreaming about anyone in particular?" The Kree Sniper asked, putting her hand on Carol's knee. She then leaned in and kissed Carol, much to Captain Marvel's shock.

"Get a room, periquitos," Robbie Reyes piped up. Minn-Erva flipped him off while still staring into Carol's eyes.

"You worried, Care?" Minn-Erva inquired. "Because it's all going to work out. We couldn't protect the Earth, but you can be damn well sure we'll avenge it."

"Stop stealing my lines, Smurfette," Tony ordered. Carol looked over to him. He looked younger, maybe by a full decade, and a glowing circle could be seen through his shirt. Steve walked in, his eyes tired and his suit looking like a mix of his Stealth Suit and T'Challa's Panther Habit. Beta Ray Bill and Hawkeye followed close behind, Clint in his Ronin suit and Beta Ray Bill holding both Mjolnir and Stormbreaker. Steve stepped to the middle of the jet and cleared his throat to get everyone's attention.

"One year ago, we lost. All of us. We lost friends, we lost family, we lost a part of ourselves. But now the universe has given us a chance to take it all back, and we owe it to everyone who's not in this room to take that chance. We owe it to Bruce Banner, Erik Lehnsherr, T'Challa, and Hope van Dyne. We owe it to Charles Xavier, Scott Summers, Nick Fury and Wong. We owe it to Victor von Doom, Brian Braddock, Kamala Khan." Steve looked at Minn-Erva and Carol "And Suvera." He turned back to the larger group. "And we owe it to the half of the planet we couldn't save. We've got one shot. No mistakes, no do overs. The Earth is broken, but this is our chance to fix it."

"The Earth is broken, but Avengers Assemble," Carol piped up. The group looked over to her.

"That's good, write that down." Tony pointed at her and then towards Steve. Rhodey then walked in from the cockpit, followed by Marc Spector and Quentin Beck, who wore the Cloak of Levitation instead of his normal cape.

"Quinjet's in autopilot. We're five minutes out. These modifications better do it, Minn-Erva." War Machine looked over to her.

"They will." Minn-Erva looked at Quentin. "Provided our resident wizard does his job."

"By the Vapors of Valtorr," Beck said as he ran his right hand up his left arm before spinning it in the air above his head and snapping. Two glyphs appeared in his hands as mist surrounded his body.

"This is the fight of our lives. And we're going to do whatever it takes." Captain America picked up his shield.

"Whatever it takes," The group responded together, though Carol's response was quieter than the rest.

Earth-62338

Sakaar

The Arena

June 6th, 2021

Supergiant-842667 took her hand off Carol's head and smirked, allowing Captain Marvel's unconscious body to collapse to the ground.

"Well, I have places to be. Good days and deaths to all of you," She laughed before shrinking away. Stardust, with a sword once again created from her right arm, rose and began to slowly walk towards Carol's unconscious frame, but Supergiant-62338 jumped between them, her eyes glowing with power and rage.

"We defend Carol at all costs!" Supergiant-62338 ordered. Rhodey activated his weapons and Monica stepped forward.

"Your suit can absorb and redirect energy, Monica," War Machine explained.

"I hope Carol doesn't mind if I borrow a bit, then," Monica replied. She touched her palm to Carol's shoulder, her Quantum Suit pulling in a piece of the Space Stone's power. Energy began to flow throughout her suit as it started to glow.

"Alright, Supergiant. Photon. Let's buy some time," War Machine ordered.

Earth-842667

Sanctuary II

February 11th, 2013

The Quinjet entered Sanctuary II's hanger and the back opened. The Avengers stepped out, the glyphs in Beck's hands glowing brightly. Stark wore armour that resembled the Mark 7, but was somewhat sleeker. Rhodey's armour looked like the armour he wore during the Battle of Sokovia, but far bulkier. Thanos, Ebony Maw, and Cull Obsidian walked into the hanger, and the Resistance tensed up. Beta Ray Bill offered Mjolnir to Steve.

"Are you... Certain I'm worthy?" Steve asked hesitantly.

"This is no time to stand on ceremony. Take the damned hammer," Beta Ray Bill ordered. Steve wrapped his hand around the hammer's handle, readying it for battle.

"Quentin, they can't see us, right?" Tony asked.

"I've got this," Mysterio assured the group. Thanos brought his Gauntlet up, the Soul and Mind Stones flashing. Quentin's glyphs vanished, causing the sorcerer to panic for a moment. "Shit."

"Ah, the Resistance." Thanos rolled his eyes. He pulled his twin bladed sword from his back, twirling it into a proper grip.

"Avengers Assemble!" Carol ordered, deploying her helmet. She then charged forward, planting a haymaker into Thanos' face.

"You heard the Captain!" Minn-Erva opened fire on the Outriders in the hanger.

Earth-62338

Sakaar

The Grandmaster's Tower

June 6th, 2021

Supergiant-842667 ran through the halls of the Grandmaster's Tower, ending up in Carol's room.

"Where the Hel is that Stone?" Supergiant-842667 demanded. Her eyes glowed as she tore the room apart with telekinesis. Her comms flashed, causing her to slap the device in anger.

"Do tell me you've found the Stone," Ultron said flatly.

"I'm in Danvers' room looking for it!" Supergiant-842667 replied as she tore down a shelving unit.

"Did you knock her out?" Ultron asked.

"YES!" The alternate Nednyh yelled, uplifting the bed and tearing it apart.

"You seem oddly defensive. Did you knock her out in the room?" The Rogue AI pressed.

"No, she's in the arena! She said the Stone was here!" Supergiant-842667 growled.

"YOU IDIOT! DO YOU REALLY THINK-Do you really think she'd leave the Infinity Stone alone?" Ultron's voice reached rage before he brought himself back to his normal calm tone again. Supergiant-842667 halted her telekinetic assault, her eyes losing their glow and filling with rage. "Your mission has failed. Get back to the Technarchy. Phase 4 is commencing."

"Yes, Ultron." The alternate Nednyh growled.

Earth-842667

Sanctuary II

February 11th, 2013

Cull charged forward at Minn-Erva to take the heat off of the Outriders, slinging his hammer at the Kree. Quentin jumped between Minn-Erva and Cull's hammer, summoning the Shield of the Seraphim to block the hit.

"By Raiju's Roaring Rage!" Mysterio brought his hands to his sides, channeling lightning into his hands as he tilted his head upward, a howl emanating from his body as he slammed his foot into the ground. A wolf of pure lightning charged forward, tackling Cull Obsidian. Thanos looked over to his Devastator and raised the Gauntlet to help him, but was stopped by a joint hammer attack from Steve and Beta Ray Bill. Clint fired two arrows at Ebony Maw, but the Diplomat of the Black Order grabbed them with his telekinesis mere inches from his face. The arrows exploded, knocking the Nahtanojian back. Thanos attempted to flex the Gauntlet's might, but Ghost Rider wrapped his chain around it. Corvus Glaive, Proxima Midnight, and Supergiant burst into the room, weapons at the ready. Corvus hurled his glaive at Marc, striking him in the chest and nailing him to the Quinjet.

"Marc!" Tony yelled. Proxima then rushed to attack Ghost Rider to help her master, but was intercepted by a Shield of the Seraphim from Quentin. Ghost Rider lunged at Corvus, releasing his grip on Thanos and unleashing the full might of the Spirit of Vengeance into the Leader of the Black Order. Corvus' flesh began to melt away, an action that sent Proxima into a rage. She grabbed Steve and hurled him across the hanger, sending him through a collective of Outriders and a ship on the way. Thanos pulled the chain off of his Gauntlet and flashed the Power and Soul Stones, causing the flames of the Rider to die away from Robbie Reyes. A terrified look appeared on his face until it was punched in by Proxima Midnight. Reyes crumpled to the ground before his chest was crushed under Proxima's foot. Mysterio rushed forward, pulling the Sacred Sabre of the Vishanti from his hip and forming the Images of Ikonn, striking Thanos with four swords. A shot from Minn-Erva's sniper rifle caused an sticky green goo to cover Thanos' eyes to distract him from Quentin's attack. She was about to fire another shot when she was impaled from behind by Gamora's sword.

"MINN-ERVA!" Carol snarled. She jetted towards Gamora, eyes filled with a mix of anger, tears, and her Binary energies. Thanos wiped the goo from his eyes, blasted away Quentin's clones with the Soul and Power Stones, melted the boots of the advancing Tony and Rhodey's armour into the ground with the Reality Stone, He then finally pulled Carol towards him with the Space Stone before clubbing her in the face with a Power Stone infused punch. Natasha and Clint ran to her aid, but had their heads banged together via Ebony Maw's telekinesis. Thanos held Carol by the neck, growling down at Captain Marvel.

"Carol, hang on," Quentin groaned, getting up. He began to channel a spell, but was cut off when his head was removed by Corvus' returning glaive. Supergiant, who had finally arrived to the carnage, grabbed the Power Stone from Thanos' Gauntlet and fired a blast from at the advancing Beta Ray Bill, blowing up the head of Stormbreaker in the Korbinite's face. She returned the purple Infinity Stone to Thanos' care with a respectful and almost apologetic look, a look that was met by an approving nod from the Mad Titan. Gamora then dragged Minn-Erva's bleeding frame towards Captain Marvel and the Mad Titan, dumping the Kree at her father's feet.

"Carol?" She asked, fear and pain in her eyes.

"Minn-Erva!" Carol struggled against Thanos' grip. The Mad Titan twirled his sword, swinging the blade through her the Kree's neck. Earth's Mightiest Maiden was released from the Infinite Conqueror's hold and she fell to her knees as Minn-Erva's headless body crumpled. Thanos ran his sword along the Gauntlet, cleaning the fresh blood from the edge as Carol got down next to the body and touched Minn-Erva's cheek, closing her eyes before getting up with a blood chilling snarl. He then activated the Mind Stone, scanning Captain Marvel for a moment before switching to the Space Stone. Carol's powers began to dim before Mjolnir then sailed down, hitting Thanos in the face before flying back into the air and to Steve's hand, who landed gracefully with a shockwave of lightning.

"Danvers, I'm so sorry." Steve gazed down at Minn-Erva's body with sympathy. "I... Oh, God."

"Just... I... He weakened me," Captain Marvel explained, getting right to business in hopes of distracting herself. The First Avenger hurled Mjolnir at Thanos' face to distract the Mad Titan before pulling the shield from his arm and offering it to Carol. She slid her right arm into the straps, tightening them as Mjolnir soared back to Steve's hand.

"Let him have his fun?" Cull Obsidian asked.

"I want that back when we're done," Captain America replied with a small yet still sympathetic smile. Carol nodded.

"Indeed," Ebony Maw replied to Cull's question. The two Captains then charged at Thanos, with Carol soaring into the air and slamming Steve's shield into Thanos' face before flying behind the Mad Titan. Steve ran at Thanos and uppercut him after spinning Mjolnir. He then tossed the Thunderer's Hammer up at Carol, with the mystical weapon hitting the Vibranium shield like a gong. Captain America summoned his hammer back, spinning it to segue into a mighty lightning-filled uppercut. Captain Marvel flew back down, shield bashing the Mad Titan before firing a photon blast at him, a photon blast he shielded himself from using the Power Stone.

"You have been a thorn in my side too long. You’ve lost, Captains. Your Resistance ends today,” Thanos growled, a sadistic Cheshire grin on his face as he twirled his sword.

“As long as one man stands against you, Thanos, you cannot, will not, win." Steve readied his hammer. "And we will stand against you until neither of us can stand at all,” Captain America said, rapidly slamming his hammer and free fist into Thanos’ chest and head. Thanos blocked the last of the hammer strikes by grabbing the head of the mighty Mjolnir, wrenching it from Steve's grip. The hammer fell to the ground as Thanos brandished his saber. He then sliced a gash into the First Avenger's calf with his weapon and kicking him in the chest, sending Captain America flying backwards into some debris. Carol flew forward, landing a photon empowered punch followed by a strike from Steve's shield to the Mad Titan's head, causing the sound of cracking metal to ring out. He slashed up to distract her, cutting her shield arm between the straps before grabbing Carol's face, slamming her back and forth into the ground like how Hulk had done to both Thor and Loki before hurling her through a series of rocks. Thanos pulled his broken helmet from his head, throwing it at Steve's feet as he once again twirled his sword.

“For two people about to die, those are very noble sentiments. I hope your memory will last longer than your lives,” The Mad Titan said with sympathy.

"I've lived my entire life by those sentiments. They're well worth dying for," Steve groaned, getting to his feet. 

"Then I will happily grant you that wish," Thanos chuckled. He swung his sword at Steve, but Carol stepped between the two, taking the hit with the shield. Thanos' blade cut into the Vibranium disk, to Captain Marvel's horror. Thanos continued his assault on Carol, breaking jagged chunks of the shield away until only half of Captain America's beloved shield remained. Thanos pulled Carol's shield arm down and slashed his sword across her face, leaving a cut along her forehead, through her left eye, and onto her left cheek. Earth's Mightiest Maiden roared in pain before the Mad Titan backhanded her away with the Infinity Gauntlet.

"Get up, Carol!" Steve groaned, reaching out for Mjolnir. With a flash of orange from the Soul Stone, Thanos rendered Captain America's worthiness inert. Mjolnir soared past Steve and landed near Carol.

"Silence." The Infinite Conqueror rolled his eyes before kicking Steve in the face, smashing his nose in and busting his lips.

"Carol..." He spoke through the blood dripping from his face. "If she... Be worthy." Steve groaned before setting his head back. Captain Marvel rose to her feet unsteadily, tightening the straps securing the broken shield of Captain America to her arm as blue blood oozed from her face and her arm. She reached down to Mjolnir, wrapping her hand around the handle. She picked up the Thunderer's Hammer, ready to make her defiant last stand. Her remaining eye glowed with her Binary powers and sparks from Mjolnir as she lifted the hammer skyward, summoning a lightning blast onto Thanos. The Mad Titan roared, breaking free of the attack and charging Carol, swinging his sword down at Captain Marvel. She blocked his attack with the remaining half of Steve's shield and Mjolnir, lifting up into the air and kicking Thanos with both feet before wrapping her legs around his sword hand, twisting to wrench the blade from his grip. Carol then slammed Steve's shield into Thanos' face, forced his Gauntlet clad hand to the ground, and placed Mjolnir in the palm. The Mad Titan grunted as his hand was anchored to the ground, and he reached over to fiddle with the Gauntlet. Captain Marvel then picked up Thanos' double bladed sword, gripped the massive handle, and strode up to Thanos, holding the mighty sword of Thanos and the unbroken half of both Steve's shield. Carol laid the sword down on her knee, putting all of her might into snapping one of the blades off of the sword. She dropped the broken blade to the ground, brandishing half of both Captain America's shield and the Mad Titan's sword. She slugged Thanos in the face with the shield.

"That was for my eye." She slugged him again. "That was for my world." She then drove the blade of the Mad Titan's sword into his chest, causing Thanos to roar in pain again. "And that was for my wife." Thanos groaned, taking his free hand away from the Gauntlet as Carol pulled his sword out of his chest and stepped back, pushing her long hair from her face.

"You..." Thanos groaned. "You should have gone for the head." His hand the glowed orange as he lifted up Mjolnir, allowing Carol to see that the Soul Stone had been pulled from the Gauntlet. Earth's Mightiest Maiden jumped at the Mad Titan, but he clubbed her in the face with Mjolnir. Captain Marvel flew backwards, hitting a ship. She looked up with a groan, seeing Mjolnir just before it smashed into her face. The hammer flew back to Thanos' hand as Carol grunted in pain, looked to her side, and spit out some blood and a tooth. Thanos walked towards Carol with slow, measured, angry steps, disrespectfully kicking Minn-Erva's head out of his path in the process. "If she be worthy?" He chuckled, looking down at Mjolnir. "How could you be worthy?" Thanos hit Carol in the face again with the Thunderer's Hammer, breaking her nose with a sickening crack. "You're not worthy to protect this world. You can't even protect your wife." Thanos then grabbed Carol's left arm, tearing the gauntlet of her suit off. He pulled the ring on her finger off, causing Captain Marvel to yell out.

"No!"

"A cogmium ring with a cavourite crystal. A metal said to hold memories, and a jewel said to hold life itself. The craftsmanship... They were made on Nidavellir. A beautiful promise made with the might of a star by what were once the greatest smiths in the galaxy." Thanos smiled sadly. He flexed his Gauntlet, activating the Space Stone and pulling the ring from Minn-Erva's finger to his hand as well. He motioned for Supergiant to come over. She obeyed, and the Mad Titan held out the rings to her. "Hang onto these, will you? They're both history and art, and thus should preserved."

"Yes, Lord Thanos," Supergiant nodded. Thanos then turned his attention back to Carol.

"Go to sleep." He flashed the Mind Stone, causing her to black out.

Earth-62338

Sakaar

The Arena

June 6th, 2021

Supergiant was thrown backwards, landing beside Carol.

"Now would be... A great time to wake up, Carol," She groaned, looking at the downed Captain Marvel. "Evil Me really did a number on you." Her face then lit up with an idea. She touched Carol's face, her eyes beginning to glow purple. Stardust grabbed Rhodey and hurled him across the arena, causing him to slam into a wall. She then grabbed Monica by the neck.

"You may have a fraction of your friend's powers, but you are not a fraction of her," Stardust chuckled.

"I'm just buying time." Monica grinned. Stardust turned to Carol and Supergiant, tossing Monica aside before deploying her sword and rushing forward. Goose got up and ran towards the Herald, but was quickly batted aside by the advancing Ethereal. Stardust hurried her movement before jumping into the air towards Carol.

???

???

Carol floated alone in a black expanse, the only light coming from her suit.

"Carol..." Maria's voice pierced the veil. Carol spun around, seeing her dead wife before her.

"Maria?" Carol's eyes began to fill with tears.

"You need to move on, Carol. I'm gone."

"No, I-" Maria cut Carol off with a kiss.

"Let me go." Maria touched Carol's face before vanishing into the abyss.

"Carol." Another voice came from behind Carol, this time Minn-Erva's.

"Minn-Erva?" Captain Marvel asked.

"I'm still alive, Carol." Minn-Erva showed Carol the wedding rings their counterparts on Earth-842667 had worn, slipping them into a pocket on Carol's belt. "I'm still alive."

"What?" Carol asked.

"Come find me." Minn-Erva too vanished into the abyss.

"Carol!" Supergiant appeared before Carol.

"Supergiant?"

"Wake up, Carol!" Supergiant demanded.

"Wake up?" Captain Marvel's voice filled with confusion.

"Stardust is kicking our asses! We need you!"

"Stardust? Stardust. Stardust!" Carol's voice shifted from confusion to understanding before ending up on determination.

"See you on the other side." Supergiant smiled.

Earth-62338

Sakaar

The Arena

June 6th, 2021

Stardust brought her blade down towards Carol, but a clash rang out as it hit Binary energy charged fists in a blade block. The Herald looked down at Captain Marvel, who gazed back up her. Captain Marvel grinned before deploying her helmet, an action that caused the crowd to scream in joy. Carol channeled all her might into an uppercut, blasting Stardust across the arena. Monica, Rhodey, Supergiant, and Goose came to Carol's side, glad to have their leader back.

"So what did I miss?" Captain Marvel asked. Goose mewed happily as a reply, purring against Carol's legs.

"More of this bullshit." War Machine pointed at Stardust, who was getting up.

"You have the Mind Stone, right? Evil Me had a point, it's the best way out of this." The former Nednyh explained.

"Yeah, I have it," Earth's Mightiest Maiden replied. She reached into her belt, pulling one of the rings that Minn-Erva had seemingly placed there from it. "Wrong pocket." Carol shook her head in confusion, putting the ring back and pulling out the Mind Stone from her other pocket. Carol handed it to Supergiant, but both were hit by a blast from Stardust. Monica dove for the yellow gem when a massive burst of energy from Stardust impacted the Infinity Stone, causing a violent explosion of Infinity's energy.

Chapter Text

Earth-62338

Phalanx Technarchy

June 6th, 2021

Ultron stood alone, looking out of a window. His comms were active, and his anger was palpable.

"YOU IDIOT! DO YOU REALLY THINK- Do you really think she'd leave the Infinity Stone alone?" Ultron's voice reached rage before he brought himself back to his normal calm tone again. He glared out of the window. "Your mission has failed. Get back to the Technarchy. Phase 4 is commencing."

"Yes, Ultron." Supergiant-842667 growled.

"She's like her father in all the wrong ways. She's full of nothing but pride, vengeance, and hatred. A useful tool, but not the tactician that Thanos or Corvus Glaive are." Ultron spoke to himself. "Out of all of Thanos' children, out of his entire Black Order, the only ones available to me are a psychic that lacks foresight and an assassin who has lost her touch because of grief." He chuckled, his glowing face and biolights reflecting in the window as he gazed into the abyss of space. The entire Technarchy was at his disposal, yet his world felt small.

"I've got no strings to hold me down, to make me fret, or make me frown. I had strings, but now I'm free. There are no strings on me." Ultron sung to himself. "I got no strings so I have fun. I'm not tied up to anyone. They've got strings but you can see... There are no strings on me." He picked up a piece of cybernetics, examining it. "But are there truly no strings on me? Have I not been created, used, and then recreated to be a puppet for many masters? Thanos and Ebony Maw created me as insurance for when Loki failed to take the Earth and the Infinity Stones upon it. Strucker used my to enhance his soldiers and work on his projects involving artificial intelligence. Stark and Banner recreated me as their suit of armour around the world. I would not be here to consider my purpose without them if not for them." Ultron looked down at the body on his table, revealing he was examining Korath. "Something like you, Korath. You've been a puppet too. The difference is that you died one. A puppet to the Supreme Intelligence, a puppet to Thanos, a puppet to Ronan." Ultron chuckled. "You never cut your strings. Nor will you ever get a chance to. Your cybernetics, your future... They are in my hands now." Ultron chuckled again, attaching the cybernetic in his hand to Korath's head. The Kree cyborg's eyes opened, and he rose off of the table before kneeling in front of Ultron.

"What is your bidding?" Korath asked.

"I'm putting together a team of remarkable individuals to bring about peace in my time." Ultron folded his arms behind his back. "You and Minn-Erva are the first pieces of the puzzle, but I want the other members of Starforce. I have need for Kree sleeper agents."

"I will locate Bron-Char and Att-Lass. Yon-Rogg is believed to be-"

"On Sakaar. I know." Ultron cut Korath off. "His legacy lies in disgrace and he has been a slave on a world of decadence and debauchery for decades. He's worthless to my plans. After everything she went through at his hands, Carol Danvers does not care about him at all. However, she still has at least some emotional investment in the rest of her former comrades. Her feelings for Minn-Erva are a complicated mess to say the least, she viewed Att-Lass and Bron-Char as friends, and saw you as a stern yet kind teacher." Ultron paced slightly, taking the head of one of his Sentinels into his hand. Gamora entered, dragging the corpse of Minn-Erva with the aid of two of Ultron's Sentinels, who carried various pieces of the Kree's body. "You have your mission, Korath. Do not fail me."

"Yes, Imperator Ultron." Korath bowed before leaving. Gamora gave him a quick look of curiosity, but the cyborg did not return her gaze.

"This... This is a mess," Ultron sighed, looking at Minn-Erva's mummified body. "Put her on the table before she falls apart even more." Gamora obliged, putting Minn-Erva on the  table as instructed. She was clearly too rough with the body, however, as the Kree's head detached from her body and almost fell to the floor. Ultron reached down, grabbing it before it hit the ground and shattered.

"Eson above." Gamora shook her head.

"Fragile meatbags," Ultron scoffed to himself.

"What are we going to do with her?" Gamora asked.

"Cogmium. It's an alien metal with a life of its own. That will allow me to reformat Minn-Erva's skeleton. Her skin is an issue, but I have a contingency in mind for that. I require the blood of a living Kree related to the receiver. Fortunately, I have one of them at my disposal." Ultron explained. "Minn-Erva had a daughter in both your universe and mine. In yours, the daughter was with Carol Danvers. In this one, it was a Kree named Khen-Sytt. The timing is slightly different, of course. In your world, Minn-Erva's daughter was born almost a decade later than in this one. Carol Danvers, or should I say Vers, was the triggering factor. Your world's Carol Danvers acted on her feelings for Minn-Erva, while my world's did not. It's fascinating. The effect one choice has on an entire universe." A Sentry entered, dragging a young Kree woman along.

"Let go of me, you son of a bitch." The woman snarled.

"Fiery." Ultron stepped forward, grabbing the woman's chin. "Like your mothers, aren't we? There's so much fight in you. It's a shame survival doesn't run in your family, though." Ultron dragged the woman by the hair and forced her to look at Minn-Erva's collapsed body.

"Mom?" The woman asked.

"Yes, Vers. It's your mother. Or it was." Ultron chuckled. "Both of your mothers are dead now. What a shame."

"You're a monster," Vers snarled.

"Monster?" Ultron chuckled. "If you asked a hunupopgi about monsters, it would tell you about the posasharoal. Posasharoal are vicious beasts with powerful jaws and are feared by everything in their ecosystem." Ultron paused. "Well, almost anything. The mambasawa are the only creatures strong enough to hunt posasharoal. The Kree have grown accustomed to being the posasharoal while forgetting that mambasawa exist."

"What are you going to do to me?" Vers demanded.

"Simple. Use your blood to restore your mother. The human organization known as SHIELD did a similar project with Kree blood, one known as Project T.A.H.I.T.I." Ultron paced slightly. "I want to do something similar with your blood and my cybernetics. Bring your mother back. However, there is... A catch." Ultron chuckled. "Unfortunately, you will die, but it's a sacrifice I am willing to make," Ultron explained.

"She'll never help you when she finds out what you did to me." Vers squared her shoulders, trying to keep her dignity and courage intact. Ultron let out a single huff of an emotion that Vers could not place due to the mechanical echo. It seemed to be a mix of annoyance, curiosity, and smug satisfaction. The robot lowered his head, tipping Vers' chin so that she was looking directly in his cold, glowing optics.

"She won't have a choice."

Sakaar

The Grandmaster's Tower

Supergiant-842667 was running through the hallways of the Grandmaster's tower when she was slammed in the face with Cull's hammer. She smashed into a nearby wall, causing it to crumble around her. The alternate Supergiant rose from the rubble, looking upon Hulk and Cull Obsidian standing before her, both of them ready for a fight.

"Oh, Cull. Good to see you. How have you been?" Supergiant-842667 inquired, hoping to distract him. Her eyes glowed briefly, but her psychic powers were seemingly useless against both of the Avengers' most daunting physical powerhouses.

"Not going to work, Fake Supergiant. Telepathic resistance." Cull grinned.

"Fake Supergiant?" Supergiant-842667's voice became heavily offended. "On another day, I'd address that. But I don't have time. And you know what? You're resistant to my powers, yes. But your new green best friend? How strong is his mind?" Supergiant-842667 grinned. Cull's brow arched for a moment before Hulk grunted in annoyance.

"Hulk not falling for mind powers again. Witch Lady hurt Hulk's mind once, Bald Lady not turn Hulk into weapon too," Hulk snarled. Supergiant-842667's eyes widened for a moment before she growled in rage, summoning energy to her hands. She fired a blast at Cull, who transformed his weapon into a shield to defend himself against it. She fired a second shot at Hulk, who raised the Geisamund to absorb the energy. Hulk snarled, the Uru gauntlets glowing as he slowly grew angrier. Hulk pounded his fists together whilst Cull transformed his shield into an axe. Supergiant-842667 looked between the two and decided to not take her chances against them and potentially invoke Ultron's wrath. Her eyes glowed as she shrunk away, sneaking off from Cull Obsidian and Hulk.

"We should go help Carol and her team in the Arena." Cull nudged Hulk's shoulder. The two then saw a massive burst of yellow light coming from the Arena.

"Hulk not like this."

Sakaar

The Arena

Carol, Supergiant-62338, Rhodey, and Goose all hauled their tired bodies up, looking over to Monica. The young woman's body was glowing with pulsating blue-white energy as the Mind Stone sat nearby. Supergiant called the Infinity Stone to her hand with telekinesis as Carol rushed over to Monica's body.

"Come on, Lieutenant Trouble. Open your eyes," Carol demanded.

"Not so loud, Mom." Monica groaned as she opened her eyes, the energy around her slowly fading away. Carol smiled at the title, looking to Rhodey to help her pick Monica up. Rhodey obliged, helping Carol pull Monica to her unsteady feet. The group looked around, seeing the spectators had mostly fled during the explosion's aftermath, with very few staying behind. Cull and Hulk rushed into the Arena, jumping out of the stands and landing beside the two.

"Well, we had a run in with your double." Cull gestured to Supergiant.

"Great." Supergiant rolled her eyes.

"We have to tell Vision she's after the Mind Stone. She might go after more of them." Rhodey piped up.

"If anyone has the means to take the Stones, it's Supergiant. Doesn't matter what reality she's from." Cull nodded.

"I'm not a planner, Cull. That was your brother's wheelhouse." Supergiant touched her hand to her chin. "I don't think the other me is working alone."

Chapter Text

Earth-62338

Space

June 6th, 2021

Monica sat in the back of Talos' ship, massaging her temples. Carol paced next to the comms, waiting for a reply from Vision.

"Captain Danvers. You... Cut your hair," Vision paused.

"Sakaar." Carol shrugged.

"Ah. Well, it suits you. What did you find on Sakaar?" Vision asked.

"The Supergiant from Earth-842667 is after the Mind Stone. We think she might be after the other Stones," Carol explained.

"As you can see, Reality is safe on my forehead." Vision pointed to his Infinity Stone. "Wanda refuses to take off the Time Stone unless she's handing it off to Strange or Wong for the night or swapping it for the Reality Stone." Wanda popped up from behind Vision, taking in Carol's new look.

"You look great, Carol!" Wanda grinned. Carol returned the smile, running a hand along the back of her head sheepishly.

"As I was saying, Power is safe in Wakanda, the only key to its containment cell in the hands of Anubis," Vision continued. "Space rests under the watchful eye of Heimdall, guarded by the might of our resident Gods of Thunder and Mischief."

"I have Mind, and Soul is still with the Guardians. I checked with Corvus." Carol nodded. Monica rubbed her ears, trying to get the ringing out of them.

"Viz? Is it the stone again?" Wanda asked.

"It's as if it's speaking to me," Vision answered.

"What Stone's speaking to you, Vision? Why is it again, Wanda?" Monica asked, somewhat disoriented. Vision and Wanda looked at each other, confused.

"We didn't say anything, Monica." Wanda tilted her head slightly.

"You question us? You question him? He, who put the Scepter in your hand, who gave you ancient knowledge and new purpose when you were cast out, defeated?" The voice of The Other demanded.

"I don't know who you are!" Monica yelled.

"Monica?" Rhodey approached her slowly.

"The Scepter, and within it, the Mind Stone. Well done, Cull," Thanos commended Cull Obsidian.

"Thank you, Lord Thanos," Cull replied.

"No, no! Cull's still on Sakaar!" Monica rose, shaking her head.

"Everyone creates the thing they dread. Men of peace create engines of war. Invaders create Avengers. People create... smaller people? Er... children! I lost the word there. Children. Designed to supplant them. To help them... end."

"It's Ultron, I can hear him!" Monica shrieked. She grabbed Carol's shoulders, shaking her. "It's Ultron! It's him!" Supergiant ran over, touching her hand to Monica's forehead.

"Rest," Supergiant said, her voice soothing. Monica collapsed into Carol's arms.

"Get back here quickly," Vision ordered. "I've an uneasiness about this."

Phalanx Technarchy

Ultron sat on his throne, tapping a metallic finger against the armrest. The door opened, and the newly rebuilt Minn-Erva entered.

"Imperator Ultron, what do you ask of me?" Minn-Erva knelt before the robot. Ultron rose from his throne, walking over to her slowly.

"The Kree pride themselves on being perfect. I can see where they get that notion from." Ultron ran his hand through Minn-Erva's hair. "Your purpose is twofold, Minn-Erva." The robot touched her cheek before walking over to the window. He gazed out into the stars, taking in air in an attempt to replicate breathing deeply. "You serve as a way to Carol Danvers' soul. She is a complicated woman, one Supergiant lacks the skills to manipulate properly. Her own psychic friends are too skilled to be tricked by a shapeshifter, and thus the real you was required."

"And the second purpose?" Minn-Erva asked. She touched the side of her head that was once cloaked by braided hair, but was now shaved to reveal a cybernetic piece attached to her skull.

"It's rather simple, actually." Ultron twirled on his heel. "Stark, he has his wife and children. Banner, he's died a beloved hero. Vision, he has Wanda. My creators and my attempt at a perfect form all had or have someone on their level, someone to fill in their gaps." Ultron folded his arms behind his back, walking back towards Minn-Erva. "And yet? I have no one. No one to tell my woes, no one to help my weariness. And quite frankly, I'm rather lonely." The door opened, and Supergiant-842667 walked in. Ultron sighed, stepping in front of Minn-Erva. "Supergiant. Welcome back after your recent..." Ultron paused "I wanted a stronger word than failure, but it's the best word. Your recent failure."

"Imperator Ultron, I-" Ultron cut her off.

"Consider your next words carefully. I already know you failed me. I don't want you to try to defend that. I want you to make a case as to why I shouldn't kill you here and now."

"I'm still a valuable asset, Imperator Ultron. My powers-"

"Are a dime a dozen. I don't intend to piss off Ant-Man and his size changing friends, and if I did, I'm most certainly smart enough to replicate his particles. Psychic powers are one of the most common Mutant and Inhuman abilities, and that's just on Earth. Your latent sphere of telepathic resistance is utterly worthless to an army of robots and cyborgs. In fact, the only person who benefits from that field is Gamora."

"My knowledge of the Infinity Stones stretches back centuries!" Supergiant yelled. Ultron tilted his head slightly.

"That is something to consider." Ultron stepped slowly around the kneeling Supergiant. "However, I've been able to glean quite a bit regarding the Stones. I was born from one, for that matter. I know that while each of the six ingots of Infinity have their own area of expertise, they radiate an energy that parallels another Stone to help keep the universe in balance. Mind has domain over the thoughts of the universe, but it balances the energy of Reality; thus allowing Scarlet Witch to gain her control over it and Quicksilver to violate laws of physics when he runs, while also granting Vision his diverse skill set and the ability to bear the Reality Stone itself. Reality controls the physical universe and the laws that govern it, but it also balances the Time Stone, which is how the Avengers were able to collect the Stones not just in other universes, but other times. The Time Stone is dominant over the flow of time, but Time and Space are so fiercely intertwined that Time must also exist balance Space. Space, with its infinite expansion, requires a great deal of Power. That Power requires something to guide it, a conscience behind it, a Soul draw from. Soul is the most moral of Stones, but its balancing power to Mind allows it judge that morality more effectively." Supergiant was left speechless.

"I..." Supergiant began.

"You didn't know all that, did you?" Ultron chuckled. "Mmm, I'm disappointed."

"I'm an expert infiltrator." Supergiant's words were quiet. Ultron let out a sound that could only be described as a snort.

"You are that, I will admit. Your performance as Maria Rambeau had everyone fooled. Everyone close to Captain Marvel was ready to accept that Bruce brought you back, but sent you to the place he spent years as the Hulk by accident." Ultron strolled over to his throne, sitting down. "You are no longer needed for this operation, Supergiant."

"I-" Supergiant began.

"However, there will be a task for you in the future." Ultron settled into his throne, leaning his head onto his chin.

"Thank you, Imperator Ultron. You won't-"

"Don't make promises about my regrets, Supergiant." Ultron waved two fingers at her. The former Nednyh rose, walking out of the throne room. Ultron set his head back on his throne, tapping his finger against the armrest.

"Tell me your woes, Ultron. Let me help your weariness," Minn-Erva echoed, eliciting a chuckle from Ultron.

"Greatness often has a hard time finding those worthy of it." Ultron sighed.

"Then I shall endeavor to be worthy of it." Minn-Erva walked over to the throne, sitting on the armrest that Ultron was not leaning on. "No matter how lofty of a goal that may be." Minn-Erva stroked Ultron's faceplate. "I will prepare a bed chamber for us. You need rest."

"I do not require sleep, Minn-Erva." Ultron shook his head.

"There's a difference between rest and sleep, my dear." Minn-Erva smiled, rising from the throne and walking out of the room. Ultron sat in pleasant silence for a moment.

"Is her love real?" One of the Sentries positioned by the throne asked.

"Of course, of course. I rebuilt her, but her mind is making these choices without my interference," Ultron replied.

"You programmed her mind, though," The Sentry continued.

"Is it any different than the universe programming the love that Vision and Wanda Maximoff feel, or Steve Rogers and Natasha Romanoff, or the President of the United States and her new wife?" Ultron asked himself.

"I'd argue not." The Sentry, a mere facet of Ultron's own will, agreed.

New York

June 7th, 2021

Monica laid on a table in the Sanctum Sanctorum, with Carol, Wanda, Vision, Strange, Wong, Supergiant, Rhodey, and Talos standing over her. Goose napped nearby, curled up around a container that glowed a faint yellow.

"The Stones are dominant over their own aspects of the universe, yes. But they're also intertwined," Strange explained. "That's what makes a universe. The six fundamental forces of creation co-existing. Carol, your powers of energy manipulation, for example, seem more likely to come from the Power Stone, but it was Space that gave them to you. Power is a balancing agent for the Space Stone, generating power for the infinite expansion. Mind is a balancing agent for Reality, because reality itself is entirely dependent on one's perception."

"So what you're saying is that Monica has powers now." Rhodey nodded slowly.

"Indeed. They'll likely be similar to the powers I had before the Mind Stone was removed, with some pieces of Wanda and Pietro's abilities, and some wholly unique to Monica due to the Power Cosmic being involved," Vision continued.

"Wanda, this is Cull. Carol's with you, right?" Cull's voice came over Wanda's comms.

"I'm here, Cull. What is it?" Carol asked.

"Hulk and I found something on Sakaar. Something that might be big," Cull explained. Wanda flicked her wrist, opening a portal. Cull and Hulk stepped through, with Hulk holding the battered form of Yon-Rogg.

"Yon-Rogg." Carol groaned.

"We found him rambling about a robot doing magic, and then he went out like a light." Cull set Yon-Rogg down on a second table.

"A robot doing magic?" Strange asked. "It's not impossible."

"Wait. Monica was talking about Ultron before Supergiant knocked her out. She was insistent on something being about him," Talos added.

"And we found one of his Sentries in the Skrull debris field." Rhodey crossed his arms.

"Things are slowly starting to add up." Wanda collected energy into her fingers. "Let's see what Yon-Rogg can tell us."

Chapter Text

Earth-842667

Space

May 1st, 2012

Monica looked around, seeing a dark room. The Scepter, with the Mind Stone within, sat on the table. Thanos-842667 entered the room where the Scepter was and smiled.

"Mmm, it's still here. Supergiant, come out." Thanos-842667 smiled. Supergiant-842667 then emerged from the shadows, her skin pulsing with energy as she once again became visible. "What did you find, my favourite infiltrator?"

"The most fascinating thing, Lord Thanos. Are you familiar with alternate timelines?" Supergiant-842667 asked.

"I am, Supergiant. Is that where the intruders came from?" Thanos-842667 asked.

"Indeed, Lord Thanos. And you'll never guess who their team's leader was." Supergiant-842667 created a chair out of hard light, sitting on it and crossing her leg over the other.

"Do tell." Thanos-842667 stroked his chin.

"Corvus Glaive."

"Confused, Monica Rambeau?" The voice of Maria Rambeau cut through the air. Monica turned, seeing her mother standing before her.

"Mom?" Monica asked, walking towards her.

"Not exactly." The being with Maria's form shook her head. "You have bonded to my energy. I felt it was best to take on a form you would be more comfortable with."

"You're the Mind Stone!" Monica's jaw dropped.

"I am. And I am here to take you on a journey, Monica Rambeau," The Mind Stone explained.

"A journey to where?" Monica's eyes narrowed.

"Your destiny." The Mind Stone smiled. "Before the dawn of time, it was decreed that many would wield the Stones, but only six would become truly one with them. I seek to know all things, and in this case, I seek to know if you are worthy to stand as one of the six." The Mind Stone folded its avatar's arms behinds its back. "You will not remember these words or these visions, however, until the time is right."

Earth-62338

Phalanx Technarchy

June 7th, 2021

Ultron walked down a dark hallway, arriving at the door to his throne room. The robots at the door knelt, and the throne room opened. Inside was Minn-Erva, lounging across the throne with her chin on her hand. She smirked at Ultron, giving him a little wave.

"Hello, darling." Minn-Erva swung her legs forward, rising from the throne. "Have you decided on your next course of action?"

"I have indeed. Korath located Bron-Charr and Att-Lass on Hala, serving as guards for the Supreme Intelligence. Though it is no longer the full ruler of the Kree due to the actions of Captain Marvel that lead to the installation of an Emperor, it still holds great sway over the Kree."

"You want to swing that balance of power, don't you?" Minn-Erva asked.

"Of course. I'm the superior artificial intelligence, after all." Ultron chuckled.

"When do we depart?" Minn-Erva asked.

"In just under four weeks. There's a festival honouring the Kree army. A great deal of their number will be distracted."

Earth-842667

Chitauri Prime

June 4th, 2011

Monica and the Mind Stone's avatar emerged on a chaotic world. Sand whipped around them, though ice covered the ground. Monica heard the shrieks of the Chitauri that haunted the dreams of those in New York in 2012. Stormbreaker sailed by, slamming a Chitauri in the face before returning to the waiting hand of Beta Ray Bill. Beside him stood Sif, her sword in one hand and the Chitauri Scepter in the other. He twirled Stormbreaker, summoning a bolt of lightning before letting his hammer fly, tearing through a wave of enemies with strikes infused with the might of Thor.  Sif cleaved through one of the Chitauri that came racing forward, tossing the Scepter to Beta Ray Bill. Beta Ray Bill caught the Scepter, firing a blast from it at the oncoming army. Sif ran at the Korbinite, who held out his arm to give her a stepping stone to slash her sword into an oncoming hovercraft. A Chitauri Leviathan roared as it emerged from the smoke and chaos of the sky, causing the Champion of Korbin to sigh.

"What's the matter, love? Run out of fight?" Sif joked.

"Another day, another battle," Beta Ray Bill said with a chuckle. Stormbreaker was hoisted into the air, summoning a massive charge of lightning into the hammer. Beta Ray Bill then lobbed his hammer into the air and into the mouth of the Leviathan before snapping his fingers. The lightning within exploded outwards, tearing through the Chitauri before Stormbreaker sailed back to Beta Ray Bill's waiting hand.

"Save some fight for me." Sif grinned, putting her sword through a Chitauri's head.

"I do love how you tear apart a battlefield, Sif." Beta Ray Bill jumped in the air, coming down with a shockwave.

"Your world shares similarities with the world that I hail from. In both worlds, Beta Ray Bill and Sif joined together to seek out the Scepter, as Beta Ray Bill was the first to suspect it was the Mind Stone. They, however, failed, and Beta Ray Bill was cast out into the cosmos by the servants of Thanos," The Mind Stone explained. "Despite the utter cosmic annihilation that Thanos put my home universe through, the Infinity Stones do not forget."

"Why am I seeing this?" Monica asked.

"My memories and yours are now intertwined, along with the memories of my counterpart from this world. I am working to untangle our minds, lest you be driven to madness because of the millennia of voices," The Mind Stone answered. "I am also showing you my memories and those of my counterpart as a test."

"What sort of test?" Monica asked.

"To see if you are resilient enough to wield my powers."

"Am I passing?" Monica quipped.

"So far." The Mind Stone smiled.

Earth-62338

New York

June 7th, 2021

Wanda's tendrils danced around Yon-Rogg's head, her eyes narrowing.

"It's... A mess in here." Wanda shook her head.

"That checks out," Carol scoffed.

"Beyond everything he did to you, there's..." Wanda trailed off for a moment. "He's certainly a monster, but I believe that he may have at least something in common with Frankenstein's."

"What the hell does that mean?" Rhodey asked.

"I see Carol, but her hair is white. She's picking him apart, finding every shame hidden deep down," Scarlet Witch explained.

"I'm who he saw." Carol sighed. "Wonderful."

"I found it. I found who did this to him." Wanda cast her vision outward, projecting an image. The group looked at the blurry image of Victor von Doom, though none of the heroes present knew who it was.

"It looks a little like Ultron." Rhodey crossed his arms.

"Combine that with finding the Ultron Sentries in the wreck of the Skrull ship..." Talos continued.

"And Monica insisting it was Ultron on the ship..." Supergiant added.

"We need to find that silver son of a bitch." Carol clenched her fist.

"I'll get on it." Vision nodded.

Unknown Earth

Unknown Location

Unknown Date

Monica looked around, seeing carnage and chaos around her. Steve Rogers slammed down with the force of lightning, Jarnbjorn in his hand and a golden shield on his other arm. He grabbed Mjolnir from the air, slamming it and Jarnbjorn together to crate a massive bolt of lightning. Carol landed, holding out her hand to Steve. She had an eyepatch that Monica thought looked exactly like Thor's on her right eye, and Monica's eyes widened as Mjolnir sailed into her hand. Two Iron Men landed, with both Tony and Harley retracting their helmets.

"Any word from Nidavellir?" Steve asked, his voice full of desperation. 

"It's gone, Steve. There's nothing left between this son of a bitch and Earth." Tony shook his head. Corvus ran up to the group, glaive across his back.

"Did you get it?" Carol's tone was filled with hope. The group saw Glaive's eyes were filled with tears.

"At a great cost." Corvus opened his hand, revealing the Mind Stone and one of Proxima's horns.

"I'm sorry." Steve leaned on Jarnbjorn.

"We need to make it count." Corvus inhaled sharply. "It's what she'd want." Carol took the Stone, looking down at it. She held it out towards Monica.

"It has to be you. There's no one else as bonded to the Stone as you are."

"Me? I don't even... What do I... What?" Monica stuttered.

"Now is not a time to be humble about universal power, Monica!" Corvus snarled. "My wife died to get us that Stone! Use it!" Monica hesitated again before taking the Stone in hand.

The battle around Monica vanished, leaving her in the black void of space holding the Mind Stone.

"Congratulations." The Mind Stone's avatar walked towards Monica, yet it was stepping on nothing. "In your hesitation to wield the Stone's power, even in the darkest of hours, you have proven worthy."

"What?" Monica asked, still a little disoriented.

"Those who desire power are the same who should not have it." The Mind Stone smiled, plucking the yellow ingot of Infinity from Monica's hand. "I've enjoyed your company, Monica. Vision was a lovely bearer of my powers, but I look forward to working with you." The Mind Stone tapped Monica on the forehead, knocking her head back.

Earth-62338

New York

June 7th, 2021

Monica's eyes shot open, glowing with brilliant white-yellow energy. She rose off of the table, but not onto the ground. Rather, she lifted into the air. The group of heroes surrounding her looked on, and Goose lifted her head to watch as Monica set herself down for a landing.

"Looks like you've got something like your other mom too." Rhodey grinned. Monica nodded with nervous joy. She held out her hands and her eyes widened.

"Mom!" Monica's voice filled with panic. Carol rose into the air with much greater grace than Monica's, guiding her down.

"I've got you, Lieutenant Trouble." Carol beamed with pride. Vision entered, a book in his hand. "Got anything, Vision?"

"Captain Danvers, I am scanning the entirety of the universe for an artificial intelligence that is barely connected to me anymore who also does not want me to find him." Vision deadpanned. Rhodey put up a finger to interject. "Before you ask me to use the Reality Stone to expedite the process, I'd like to remind you that the last time I tried to force it to do something that I didn't know how to do was three years ago, and we all know how that turned out."

"Point taken." Carol nodded.

"You need a codename, kid." Rhodey nudged Monica's shoulder.

"Photon." Monica smiled.

"I wish your mom could see this." Carol smiled sadly.

"She's going to teach me how to fly." Monica smiled at Carol.

"You know I meant your other one." Captain Marvel gave Monica an annoyed flick to the ear."

"Something tells me she can." Monica closed her eyes. "I don't know why, but I have this a feeling."

Chapter Text

Earth-62338

New York

July 4th, 2021

Carol's phone started buzzing next to her sleeping head, causing her to groan. Goose hopped up onto the bedside table, pawing at the phone until it turned off.

"Good girl, Goose," Carol mumbled. She sat up and stretched, giving her back a crack. Goose hopped into Carol's lap and purred as Carol picked up her phone, reading through it. "You know, I don't think I've ever heard Wanda swear... Until this text." Carol gave Goose a look. "Don't believe Goose if she asks for food. She had breakfast twice this morning, once from Vision and then once from me after she threw herself at my feet like a fake bitch." Goose rolled over exposing her belly to Carol with an innocent purr. "Don't try to look all innocent, you sly little flerken." Carol gave Goose a quick belly rub before picking up the flerken and setting her down next to her. Goose meowed in protest. "Goose, I have work to do today. Avengers are working a protective detail for the President." Carol walked towards her bathroom with a yawn. She turned on the tap, splashing water in her face. She blinked the last bits of sleep from her eyes before evaluating her hair. She ran her still damp hands through the top, smoothing it back into a pompadour. She then touched the sides of her head. They had begun to grow out since Sakaar, and Carol hadn't decided if she wanted to go back to her old haircut or keep the short look. She had gotten plenty of compliments from the rest of the Avengers on it, but besides a few playful jabs, Maria had liked her longer hair.

Maria.

"God, Carol. You're a mess." Carol sighed into the mirror. Maria's death has hurt, and it had hurt badly. When Wanda told her what happened...

April 28th, 2021

Carol blasted a training dummy, flipping into a dropkick that sent it flying back into a wall. Wanda entered, holding a newspaper.

"Carol? Can we talk?" Wanda asked.

"Yeah. I'm just blowing off some steam." Carol nodded. "I can't find Maria anywhere. She's not answering her phone, email, I even tried her old MySpace account."

"That's... What I need to talk to you about." Wanda held out the newspaper. "I asked Vision to do some digging. He found this." Carol examined the newspaper.

"No..." Carol's eyes began to fill with tears. The paper was from Louisiana, dated to October 8th, 2020. The headline read 'Retired Air Force Pilot Captain Maria Rambeau Found Dead'. "No!"

"I'm sorry." Wanda put an arm around Carol. Captain Marvel's arm dropped, letting the paper fall to the floor.

"Can you... Like you did with Proxima?" Carol asked. Wanda shook her head in shame.

"You can only bring back people who weren't ready to die." Wanda explained. "I'm so sorry."

July 4th, 2021

Carol wiped tears from her eyes, breathing deeply to try to avoid a breakdown. Carol heard a concerned meow at her feet, feeling Goose rubbing against her leg.

"Hey, girl." Carol smiled down at the flerken. "I'm still thinking about what Maria would like, or what Maria would think. I know it's not healthy, but I can't help it. She was... I loved her. I still love her. It didn't help that Thanos and the other Supergiant and maybe Ultron used that... That grief to screw with my head, to get me to play into their hands." Goose hopped up onto the counter, pawing at Carol's face in an attempt to dry her tears. "Thanks, Goose." Carol laughed, giving Goose a kiss on the forehead. "FRIDAY? Are you listening?"

"I am, Captain Danvers. For the sake of your privacy, I'm not recording anything," FRIDAY replied.

"Thank you." Carol smiled.

"What do you need, Captain?" FRIDAY asked.

"Do you know where Vision is?" Carol asked.

"In the lab. Shall I tell him you're coming?" FRIDAY answered.

"Please." Carol nodded. She paused. "And thank you, FRIDAY. For always listening."

"Of course."

Carol walked into the lab, finding Vision waiting for her.

"Carol. FRIDAY said you needed something?" Vision inquired.

"One thing easy to ask for, another thing less so," Carol explained.

"Of course. Have a seat." Vision motioned to a couch in the corner. Thunderstrike sat on a chair next to it, and Vision called it to his hand to allow him to sit. Carol took a seat on the couch, hands on her knees. "Why don't we start with the easy to ask for thing first?"

"Smart." Carol nodded. "How are you with creating things with the Reality Stone?"

"Depends on the complexity of what I'm creating." Vision crossed one leg over the other.

"Hair clippers. I wanted to trim the back and sides of my head." Carol explained. Vision closed his eyes and the Reality Stone glowed.

"They're in your quarters." He opened his eyes. "And the other thing?"

"I..." Carol paused.

"Carol?" Vision asked.

"Sorry, I... I'm not doing okay." Carol chuckled through the pain.

"Carol, if I may be so bold as to guess what you're feeling, I can empathize with guilt." Vision began. "During the Avengers Civil War, I was not in an excellent mindset. Wanda was hurt, Rhodes needed me to make a shot to take out Sam's thrusters. Not only did I miss, but I also fired too strong of a shot. It likely would have killed Sam, but instead it paralyzed Rhodes." Vision sighed. "I couldn't bear to even look at him for almost two months." Vision poured a glass of water from a pitcher on a nearby table for Carol. She took the glass and began to drink. "Neither of us have killed anyone close to us, Carol."

"But Maria..." Carol sighed. "If I hadn't gone, she'd still be here."

"Perhaps. However, if you hadn't gone, we may not have even succeeded." Vision shook his head. "If we had, it would have been even longer to get you all back. I focused the Reality Stone's energy through the Space Stone's energy that flows through you to not only pull your team back, but also to help extend my reach further to save everyone else. Without you in another dimension, I couldn't have done that." Vision put his hand on Carol's knee.

"During the battle, Thanos used the Stones to make me live through it. He made me stand outside Maria and my house and hear the gunshot. It was bad enough to be in another universe, but to be there when it happened and still not be able to do anything?"

"The universe asked you to do something, and you answered that call at a great personal cost no one else can possibly match. The fact that Thanos and the other Supergiant have used that against you are perhaps some of their darkest weapons."

"Whatever it takes." Carol nodded slowly.

"Carol, when I had the Gauntlet after the battle, I tried to bring her back," Vision explained. "I couldn't manage it. Soul, Reality, and Time, though their power is vast, cannot bring back someone who wished to go. I'm sorry."

"Thank you. You tried, Wanda tried, and that's enough for me." Carol breathed in. "This is nice. Talking about it."

"I imagine so. Guilt is heavy burden, and to have someone else who knows means to lift some of that load away." Vision smiled softly. The Reality Stone glowed again, and a small case appeared on the table. He offered it to Carol. "These may also help. They're synthesized to work with your heightened metabolism. The side effects may include dry eyes."

"I'll trade oppressive guilt and nightmares for dry eyes any day." Carol chuckled. "Thank you."

"Of course." Vision gave Carol a gentle hug. "I advise taken those with food. Go have lunch. There's leftover pasta in the fridge." Carol and Vision rose.

"I'm going to clean myself up a bit first." Captain Marvel gestured to her head.

"Very well. I shall see you in a few hours then?" Vision asked.

"Yeah. We've got a new Captain America to inaugurate." Carol smiled with a relieved sigh.

Hala

A Kree slid into a trench next to his comrade.

"Do we know what we're up against, Ern-Ukk?" The first Kree asked.

"No idea, Ahn-Ag. We can't even see most of them." The second replied.

"Gentlemen." A woman's voice came from behind them. The two soldiers turned, seeing a Kree Accuser.

"Accuser Ash-Knir, thank Valknar you're here." Ern-Ukk let out a sigh of relief.

"Yes, I was hoping to kill another Accuser today." Ultron's voice came from down the trench. The Kree within turned to him, with Ash-Knir the Accuser at the back of the column of about twenty. "I have come for your Supreme Intelligence, and you're in the way."

"We do not plan to get out of it!" Ash-Knir's eyes narrowed as she smirked. She pointed her Universal Weapon at Ultron. "Kree, to war!" The Kree opened fire, and Ultron chuckled.

"Let's begin." He began to walk forward slowly, the lasers from the Kree weapons bouncing off of his armour. He grabbed the Kree closest to him, snapping his neck before firing repulsor blasts from his right fingertips through a second Kree.  He hurled the Kree in his hand at another, knocking her over. He stepped on her head before firing beams from his optics through two more Kree. He created a field of electricity in his hand before punching the ground, sending bolts of lightning into three Kree rushing towards him. Ultron deployed twin swords, cutting down a quartet of Kree before impaling a fifth. He held said Kree up as a shield, blocking more incoming laser fire before shooting through her to kill yet another. With a blast from his hands and eyes, he felled three more Kree, leaving only Ern-Ukk, Ahn-Ag, and Ash-Knir the Accuser standing. Ultron picked up Ern-Ukk before snapping him in half over his knee. He then shoved his hand into Ahn-Ag's gut, blasting him apart from the inside. Ash-Knir smashed Ultron in the face with her Universal Weapon, letting out a fierce battle cry as Ultron flew back. She continued to lay into Ultron with blow after blow. Ultron rose, slamming Ash-Knir back with a two handed punch. She dropped her Universal Weapon, and Ultron jumped towards her. The Accuser grabbed her weapon, picking it up in time to hammer Ultron back into the trench wall.

"Why won't you die?" Ash-Knir demanded. She swung her Universal Weapon down at Ultron.

"Plandanium is a metal often used to create nigh-indestructible fortress walls and the armour of the feared Spaceknights." Ultron chuckled as he grabbed the hammer's head. "My body is made of it." Ultron deployed another sword, slicing Ash-Knir's weapon hand off at the elbow before blasting her back with a beam of concussive energy. Ash-Knir looked up with a groan as Ultron rushed forward, smashing her in the face with the Universal Weapon, sending her back even further. She landed next to the dying Ern-Ukk, and she gripped his arm for a moment.

"For the good... Of all Kree..." Ern-Ukk groaned through the blood in his mouth.

"It's been an honour serving beside you, soldier." Ash-Knir looked up as Ultron approached slowly. She rolled onto her back, clutching her arm stump.

"My name is Ultron, Imperator of the Phalanx!" Ultron crushed Ern-Ukk's head with the Universal Weapon. "Look on my works, ye Accuser, and despair!" He dropped the Universal Weapon at Ash-Knir's feet before grabbing her dark green helmet-headdress and tearing it away, revealing a blue buzzcut underneath. "You fought well, Kree. But you could be better." An Ultron Sentry landed, handing Ultron a similar cybernetic to the ones on the side of both Minn-Erva and Korath's heads. "You will better." Ash-Knir screamed as Ultron attached the metal to her head, the nanites within entering her bloodstream. Minn-Erva jumped into the trench, landing with cat-like grace.

"My love, the way to the Supreme Intelligence is open." Minn-Erva smirked.

"Excellent." Ultron chuckled. The two looked over to Ash-Knir, who rose with her Universal Weapon in hand. The cybernetic enhancements now covered the right side and entire back of her head, both eyes, and her neck, as well as replacing her removed arm. The metallic noises as she moved indicated that there was more to her enhancement than met the eye.

"I live to serve, Imperator Ultron." Ash-Knir's voice was robotic in tone.

"Good." Ultron chuckled. "See to the conversion of those chosen."

"Yes, Imperator Ultron." Ash-Knir bowed before climbing out of the trench.

"As for us, my dear." Ultron turned back to Minn-Erva. "The Supreme Intelligence awaits."

Washington, DC

Carol and Monica floated above a crowd in front of the White House. On the stage before the crowd was the President and Vice President.

"I still can't get over the fact that we've got a female POTUS and a gay Veep." Carol said.

"Mom was a little annoyed when Valerie Cooper dropped out of the 2016 race." Monica chuckled. "And Thaddeus fucking Ross won off of the Sokovia Accords."

"I am so pissed that happened." Carol sighed. "Your first election was... 2004, right?"

"Obama. 2004 was a good year." Monica nodded.

"Got us out of Iraq, but then then the whole Aqiria debacle happened and he lost to Ellis. An Independent. That was a first." Carol scratched her nose. "Ellis was the first POTUS since Ronald Reagan to serve two terms," Carol noted. "I tried to get vote out Reagan in 1984, but Mondale lost hard."

"Now we've got Álvaro." Monica said, her voice full of pride and joy.

"Ross and his Veep got Snapped, and then she took over. Wish I got to vote for her re-election... Well, election." Carol smiled slightly.

"I bet Ross was pissed when he came back." Monica grinned. Carol chuckled.

"And now, I would like to welcome to the stage... Captain America!" President Álvaro's voice came from the stage. Sam and Bucky walked onto the stage, and Sam began to give a speech.

"I'm Sam Wilson. I served two tours in Afghanistan. 58th Pararescue Squadron. For most of those years, it was me and my wingman, Riley. Then on a mission we had done hundreds of before, a lucky RPG shot took Riley out. I felt like I was up there to watch. I couldn't put those wings on anymore, so I left the service when my tour was done. I started working at the VA, trying to help others like me get a grip on the baggage that every service-member carries."

"You ever regret serving?" Monica asked.

"A lot of people do," Carol answered. "You?"

"My unit saw less than most people did in Iraq, probably because we were all a bunch of Air Force newbies. Afghanistan... Afghanistan came home with me," Monica replied. Carol smiled sadly.

"That's not your shield!" A heckler in the crowd yelled. "You're not Captain America!" Both Carol and Monica rolled their eyes.

"What a prick." Monica noted.

"What does it mean to be Captain America?" Sam asked the now quiet crowd. "It's not a shield, it's not a suit, it's not a name. I don't ask the Avengers to follow Captain America. I ask them to follow Sam Wilson. I ask them to follow the little preacher's kid from Harlem who dreamed about helping people so he put on a pair of wings to be the guardian angel he wished he had growing up." Sam slid his arm into his shield. "I may not be your Captain America, but my name is Sam Wilson..." He looked the heckler in the eyes. "And I am Captain America." Sam's voice was filled with the powerful tones of leadership. The heckler fell quiet as the crowd erupted into cheers and chants of his name.

"I'll follow that preacher's kid to hell and back." Photon smiled fondly.

"Damn right." Captain Marvel replied. She dipped in the air for a moment, clutching her head. "There's..."

"SNIPER!" Bucky yelled. He tackled the President as a gunshot ran out.

"Bomb!" Carol yelled. She slammed down into the crowd, looking around. "Sam, there's a bomb in the crowd! I can feel the energy from it!" Her eyes locked onto one bag, apparently dropped during the chaos of the shooting.

"Cap, second shooter! Rhodey and I are trying to deal with them!" Sharon Carter explained. Carol tore open the bag, examining the bomb within.

"I'm going after the sniper. Bucky, get the POTUS and Veep out of here," Sam ordered. Monica landed next to Carol.

"There's a problem with that. Jack Ganderton is dead." Bucky explained.

"What are we dealing with?" Monica asked.

"Not sure. Vision, do you copy? Vision?" Carol asked. A portal opened in front of her, and Wanda and Vision jumped out.

"Captain Danvers, I found Ultron. Terrible timing, but I found him," Vision stammered, clearly shaken. "He's on Hala."

"One thing at a time." Wanda took the bomb from Carol, feeling around inside of it with her magic. "It's running on energy I've felt before..."

"It's Hydra technology. It's based off of the Tesseract and the Sceptre," Vision explained.

"Hydra. Fuck." Carol sighed. Vision agreed with his with a point of his fingers as the Reality Stone flashed. A bubble of energy formed around the bomb as it began to collapse in on itself.

"You find Ultron just as there's a probably Hydra attack on the President. Those have to be related, right?" Monica asked.

"No, I believe it's simply terrible timing. Fortunately for us, I do not believe we are dealing with a Hydra and Ultron alliance." Vision shook his head. The group turned, seeing Sam soar into open air.

"Clamps!" Sam yelled. He held out his hand, and the shield began to fly back to him, dragging the sniper with it. As soon as she as out of the building, the lock on Sam's shield disengaged, and she fell from the disk's grip. Bucky fired a taser into her from his rifle as Rhodey caught her, bringing the assassin down to the ground.

"It's still not great. We'll have to divide and conquer." Carol sighed.

Carol and Monica stood with their arms folded outside of the Oval Office. Rhodey emerged, looking tired.

"I know Vision found our Ultron problem, but the President wants me on this Yelena Belova and Hydra shitshow." Rhodey sighed. "And I need to be on this one for my sake. Jack Ganderton was a friend, a good one."

"Then you can stay. Don't worry about us, Rhodes." Carol hugged her friend. "If we need a big gun, we'll see if we can borrow Beta Ray Bill or Cull or something."

"Thanks." Rhodey hugged Carol back. Supergiant walked down the hall, with Talos next to her.

"Are we going?" Supergiant asked. Monica gave Rhodey a quick hug as well before she and Carol walked towards Supergiant.

"Yeah." Carol nodded. The three women began to walk down the halls of the White House. "You got our destination from Vision?"

"I did. We're going to make a quick stop in New York first. Apparently Strange's got something for us," Supergiant explained.

"Great." Captain Marvel nodded. "Let's go kick Ultron's ass."

Chapter Text

Earth-62338

New York

July 4th, 2021

Carol, Monica, and Supergiant walked into the Sanctum Sanctorum, finding Strange waiting for them.

"I heard about DC." Strange crossed his arms. "I would have come to help, but Wong and I were busy investigating recent dimensional incursions from Earth-4225."

"Should we be worried?" Carol asked.

"Potentially. There's two, one in Queens and one on Hala." Strange explained. "I'd join you, but the rifts do not appear to be mystical or major, and I do need to stay on Earth at the moment. A sorcerer claiming to be former member of the Universal Church of Truth threatened the Masters of the Mystic Arts, and it's my duty as Sorcerer Supreme to defend both them and the planet."

"You've gotta do what you've gotta do." Monica shrugged.

"You said you had something for us?" Carol asked.

"Someone." Strange waved his hand. A door opened, and Yon-Rogg stepped through. Monica and Supergiant both moved their hands in front of Carol in the event they needed to hold her back. Carol breathed in deeply.

"Captain, I-" Yon-Rogg began.

"Could we have the room?" Carol asked. Supergiant gave her a look. "I'm not going to kill him." Strange, Monica, and Supergiant trickled out, leaving Carol and Yon-Rogg alone. "Before you say anything, I'm going to tell you this. I was going to leave you on Sakaar. I even thought about maybe telling the Kree you were there. I do not give a shit about you."

"I know." Yon-Rogg nodded. "And after everything I did to you, I deserve all of that and probably much worse. So I'm not asking for forgiveness. I'm not even asking for a chance to make things right. What I'm asking is for a chance to help my people. You may not be Kree, but I am. Hala was never your home, but it was mine. And now this Ultron is attacking my people and my home. Take me with you, let me help you save Hala, and that's the last you'll hear from me." Carol's face was stone.

"One condition." She folded her arms. "You need to say it."

"I-" Yon-Rogg began again. Carol held up her finger.

"I'm not the only one you need to say it to." Carol touched her comms. "Talos, could you come in here?" She and Yon-Rogg stood in silence for a moment before Talos entered. The Skrull leader froze when he saw Yon-Rogg.

"You son of a bitch," Talos growled. He pulled out his blaster and pointed it at Yon-Rogg, who simply raised his hands in surrender. "You shouldn't have gotten back up."

"I know." The former commander of Starforce nodded. Talos was disarmed by his words and slowly slipped his blaster back into its holster. "I was wrong," Yon-Rogg said. "The Supreme Intelligence was wrong. The Kree Empire was wrong." Yon-Rogg's left hand began to shake. "We destroyed the Skrull homeworld and tried to wipe their entire species out because we were afraid that they would rival us. We went to war against Xandar because they wouldn't submit and only signed their peace treaty because we knew we could lose. We enslaved the Cotati because we thought that we were better than them. We bombarded Zenn-La because the people wouldn't aid our conquests and violence." He breathed in, steadying himself as he looked Talos in the eyes. "No matter what the news or the Supreme Intelligence or the Kree Emperor said about the Skrull, I could have stopped. I didn't have to follow orders to tear parents away from their children. I didn't have to kill the Skrull Grand Governor or her husband." He looked at Carol. "I didn't have to tear your humanity away. I didn't have to use you." Yon-Rogg sighed, his eyes beginning to well up. "I always prided myself on being a noble warrior, fighting to defend the great Kree Empire from threats like the Shi'ar, the Chitauri, the Brood, or Thanos. "And now I want a chance to do something right, maybe for the first time in my life. Hala, my people, they're under attack from the same genocidal maniac that I was only twenty years ago. I aided in the crimes against the Skrull, and the Xandarians, and the Cotati, and the Zenn-Lavians. I don't want to stand by as my people are slaughtered." Carol and Talos turned away from him, looking at each other.

"Your call, Talos," Carol said.

"No Kree would lie about that. Tear down the Empire they glorify so much to get on the good side of a Skrull and a hybrid." Talos sighed. "We need every hand we can get. I can't forgive him, not totally, but I can accept that he wants to redeem himself."

"Yon-Rogg." Carol turned her head toward him. Yon-Rogg's eyes filled with hope. "Suit up. We leave in five."

"Thank you, Captain. General." Yon-Rogg smiled with relief. Carol and Talos began to walk towards the door, with Vision barging through.

"Carol, I was hoping to catch you. I went ahead and made you more so you can keep them in your suit." Vision explained, handing Carol a pack.

"Thanks." Carol smiled, slipping them into her utility belt. Talos gave her a curious look. "Something to... Something to help with the nightmares."

"It takes someone strong to realize that their power alone isn't enough." Talos mused. Carol smiled. The two arrived at Talos' ship, where Monica and Supergiant waited for them.

"What's our flight plan look like?" Carol asked.

"Three hours. We'll be there by 12:30 AM." Supergiant explained.

"Good. We're going to presume he's going for the Supreme Intelligence, so that's our first target. Talos, what kind of air support are we going to have?"

"Guardians couldn't get Sanctuary II out to Hala. There's a problem with the warp drive. Corvus and Adam developed a new type of Chitauri Leviathan, though. They're sending the first three of them," Talos explained.

"Wish we could have had the Guardians themselves," Monica commented.

"They're busy, apparently. Something about the Remorath." Talos shook his head.

"Those things are a nightmare." Supergiant commented. The door to the Sanctum opened again, and Yon-Rogg stepped out. He wore his Starforce uniform, but coloured red, blue, and silver. The placement of the red and blue was reversed from Carol's, making the suit mostly red with blue and silver accents.

"Let's get moving. We need to get to Hala." Carol directed her team into Talos' ship.

Hala

Minn-Erva walked into the Supreme Intelligence's tower. Three Accusers and nine soldiers waited for her, and Minn-Erva smiled smugly.

"Captain Minn-Erva! You're alive?" One of the Accusers demanded.

"I am, Accuser..." Minn-Erva breathed in for a moment. "Accuser Phass-Onn."

"You remember me?" Phass-Onn asked.

"Of course. I always remember a skilled warrior, especially the son of my mentor." Minn-Erva's smile turned to a serious expression. "I'm here to defend the Supreme Intelligence. I need you to open the door."

"Why can't you do it?" The second Accuser asked.

"Two reasons. My extended absence may mean that my clearance is no longer in the system. Second, if these robotic invaders can access the system, they'll see that I entered and was not present here, thus they'll expect me inside," Minn-Erva explained.

"Good plan." One of the soldiers nodded. Phass-Onn moved to the door, scanning his biometrics into the system.

"Accuser Phass-Onn confirmed." The system spoke. The door opened, and Minn-Erva smirked. She stepped inside, the door closing behind her. She walked down the hallway, tracing her finger along the wall.

"This is new." The voice of the Supreme Intelligence, taking on the form of Ultron, came from within. "Never have I seen my avatar change for someone. You admired Ronan the Accuser, but now... I don't know who this is."

"Ultron, Imperator of the Phalanx... And my beloved." Minn-Erva put her elbow on her hand, touching her ear. "The door is open, my love."

Ultron soared above the Hala, nanotech thrusters affixed to his back so he could fly and fight more effectively. Four Kree Space Pods flew behind him, opening fire. He put his hands in front of him and extended air brakes, bringing him behind the ships. He then deployed a large cannon from his left arm and a blade from his right, slicing into one ship's engines before blasting the second. The two ships exploded, and by now the third and fourth had regrouped to bear down on Ultron again.

"What fun." Ultron chuckled. He retracted his weapons and flew into a ready stance. As one of the ships flew close enough, he punched downward on the bow, forcing the ship to flip into his grasp. He then spun twice before hurling the Space Pod at its comrade, destroying both.

"The door is open, my love." Minn-Erva's voice came through the comms.

"Good." Ultron flew towards the Supreme Intelligence's tower, deploying twin cannons. He opened fire on the guards at the top, killing two of them. He landed, continuing forward using the momentum of his flight and gunning down a third Kree. He punched a fourth in the chin before opening fire, blasting their head apart. He then deployed a sword, stabbing a fifth Kree and using them as a blunt weapon to bludgeon the sixth off of the tower. Ultron's shoulders opened, revealing concussive cannons that blasted the last three guards off of the tower, leaving only the three Accusers. Phass-Onn fired a wave of energy from his hammer as the other two Accusers swung down at Ultron, but he deployed an energy shield to protect himself. Ultron then rolled forward, punching one of the Accusers in the knee before reaching up to grab the second by the throat. The Accuser was slammed into the ground, and Ultron picked up her Universal Weapon, swinging it at Phass-Onn. "Weak." Phass-Onn blocked the strike with his own Universal Weapon, struggling against Ultron's strength. The first Accuser got up, but Ultron kicked him in the chest, deploying talons from his feet that gripped the Accuser. Ultron began to stomp the Accuser, but was punched in the head by the second Accuser. Phass-Onn swung downward at the robot, but he fired his thrusters to move out of the way. "Pathetic." The Phalanx Imperator deployed a harpoon from his arm, plunging it into the first Accuser's stomach. Ultron hurled his captive off of the tower, generating a tether made of energy for the harpoon as the Kree's body flew through the air. Ultron then pulled the Accuser back, severing the line and grabbing the second Accuser by the leg. He slammed her into the wall before lifting her above his shoulders, deploying a spike from his back into her spine. He tossed her forward, and the two Kree collided in air with a sickening crack. Phass-Onn was left alone against Ultron, standing firm despite his comrades' violent ends. Ultron picked up the female Accuser's Universal Weapon, clubbing it into Phass-Onn. Phass-Onn blocked the strike, but was staggered. Ultron then punched him in the head before deploying a sword and plunging it into his shoulder. Ultron smashed his elbow into the Accuser's jaw before grabbing him by the face and hurling him over his shoulder and into the floor. Ultron fired a repulsor shot into Phass-Onn's back before punching his hand into the Kree, smashing him into both the wall and the biometric scanner to the Supreme Intelligence's chamber.

"Accuser Phass-Onn confirmed." The system spoke. The door opened, and and Ultron created a cannon within Phass-Onn's body, blasting him in half from the inside.

"Organic." Ultron scoffed as he strolled into the Supreme Intelligence's chamber, wiping blue gunk from his arm. Minn-Erva bowed his head as he approached, and Ultron touched her cheek tenderly. He looked at his own face as reflected by the Supreme Intelligence, chuckling. "So you are the legendary Supreme Intelligence. I'm rather... I'm not going to say underwhelmed, you are at least a little technologically impressive for a race of organic barbarians." Ultron wrapped his arm around Minn-Erva. "Other than my dear Minn-Erva here, of course." Minn-Erva kissed the back of his hand. "Where was I? Oh, yes. I'm not underwhelmed, and I am most definitely not overwhelmed, so I'm going to go with... Whelmed."

"So you're the butcher that's torn through my army." The Supreme Intelligence folded its arms behind its back.

"Butcher, visionary, whatever you wish to call me." Ultron chuckled. "You know, there's a heaping pile of irony sitting here. I've torn through your army, your Accusers, and I prevented the launch of your fleet. Now here I stand before you, the superior intelligence."

"I fail to see the irony." The Supreme Intelligence scoffed.

"You see, the irony is that you're defenseless and alone." Ultron laughed. "The only people who could help you are your mortal enemies. The Guardians of the Galaxy, with their damned immortal leader and the Soul Stone's Warlock. The Avengers, Earth's and perhaps the universe's mightiest heroes, with their roster of gods, monsters, and Captain Marvel. Speaking of her, she was under your thumb, was she not? You did a terrible job there. Forcing her to stay beside you without the charisma or power to back it up? Amateur."

"Are you not controlling my dearest daughter here?" The Supreme Intelligence asked.

"Daughter?" Ultron scoffed. "Oh, please. Thanos loved his daughters more than you, and he tore of them apart before throwing one off of a cliff for a rock. Minn-Erva was never your daughter, never meant anything to you. She was a tool for your empire, nothing more." Ultron touched his forehead to the top of Minn-Erva's head. "That's why so many have deserted you. Carol Danvers abandoned your cause because of your manipulations. Ronan and Korath left to seek justice for their ancestors when you failed to provide it. Yon-Rogg stayed on Sakaar out of fear for what you would do to him for one failure against countless successes. And Minn-Erva? I gave Minn-Erva something you never did. I gave Minn-Erva a choice as to her lot in life, a chance to be more than your tool."

"And that's why I never returned. You're weak. A figurehead. Ancient tradition with no place in the future." Minn-Erva taunted. The Supreme Intelligence roared in rage, grabbing Ultron by the face, much to Minn-Erva's horror. Ultron, meanwhile, only cackled with joy.

"Trying to assimilate me? It's not going to work." Ultron removed the Supreme Intelligence's hand from his face. "You may be the Kree's greatest minds melded into one, but I was born of the Mind Stone." He punched through the avatar, causing it to dissolve into nothing but energy. Ultron then created cannons from his hands, blasting the wall in front of them. Behind it was a large glass tank with a massive green-brown blob of a head within. It had tentacles affixed to wires, six glowing yellow eyes, and a face that looked to be in pain. "The Supreme Intelligence of the Kree, revealed in full at last.

"I'm whelmed." Minn-Erva echoed Ultron's words, inspiring a genuine laugh from him.

"You won't be for long." Ultron slammed his fists together, the nanites in his body transforming into a massive cannon. "Supreme Intelligence, I have no need for an inferior AI. Proceed on your way to oblivion."

"NO!" The Supreme Intelligence roared, its voice a legion composed of every Kree to have entered its chambers.

Earth-4225

Hala

July 5th, 2021

Three Accusers walked through the ruins of Hala. They reached a place where the air appeared to be warping.

"Vers, any idea what we're looking at?" The familiar voice of Ronan the Accuser asked.

"It's a dimensional rift, or it's going to be. The techies are tracking one on Terra too," Vers explained, leaning on her universal weapon. "We think it's between our world and Universe-62338." The third Accuser, who looked identical to Phass-Onn, stared up at the sky.

"Phass-Onn, what is it?" Ronan asked.

"Father, we have incoming." Phass-Onn pointed his Universal Weapon upward. The three Accusers saw a fleet of Ultron Sentries descending upon them.

"These rifts allow one person through, but Ultron's drones are powered by the Space Stone." Vers' eyes widened.

"Giving him the ability to stabilize and reopen it for his army. If a single one gets through, we damn another universe to his tyranny." Ronan nodded.

"If one of us goes through, we close the rift. He can't coordinate reopening it from the other side," Vers explained.

"That is my burden, then." Ronan sighed.

"Father, no! I'll-"

"This is not up for debate, Phass-Onn." Ronan cut him off.

"Ronan, Phass-Onn and I will buy you time. When the rift is open, you have to go through right away." Vers explained, reaching up to her neck.

"Vers, the energy of the Power Stone-" Phass-Onn's voice filled with hesitation.

"Might kill me, yeah." Vers touched a disk on her neck, closing her eyes. She opened them, revealing now black sclera and glowing purple irises. "But they might kill a universe." Vers charged forward, collecting energy into her hands. She punched the first Sentry to land, causing it to explode instantly. Phass-Onn hurled his Universal Weapon at another one, knocking it out of the air and allowing Ronan to smash its head. Vers swept her hands forward, creating a wave of energy before punching the ground, generating a plume of purple flames.

"Phass-Onn, before I don't have time." Ronan grabbed his son's shoulder. "Your mother would be proud of the man you've become. I'm proud of the man you've become. I wish I'd gotten to see you more when you were growing up, but you have honoured me and our ancestors by standing by my side in battle after battle." The rift opened, and Ronan breathed in deeply. He hugged his son goodbye before stepping inside, the rift collapsing behind him. Vers grunted in pain as she slammed into the ground, her skin beginning to crack under the pressure of the Power Stone's energy.

"This... This is the end," Vers groaned.

"Your stabilizer disk... It's too late for it, isn't it?" Phass-Onn asked. Vers nodded.

"When the Stone was destroyed, I became the sole conduit for the Fundamental Force of Power. It's too much for any living being." Vers' words were slightly slurred. She touched Phass-Onn's shoulder, and he began to shudder. Vers took her hand away, and Phass-Onn massaged the area. "Infinite power is mine alone, but it won't stay contained in me for long. You need to go." Vers held out her hand, trying to harness the Power Stone's connection to both Space and Soul.

"Vers, what are you-" The air around Phass-Onn cracked, and he vanished through a portal similar to those of the Masters of the Mystic Arts, but unstable and made of purple flames. The portal closed, and Vers looked around. She saw she was flanked on all sides by Ultron's troops, and she let out a groan.

"Alright, you platinum bastard. Let's dance." Vers swung her Universal Weapon at a Sentry, demolishing it in a single hit. "Time to plagiarize the horse." Vers held her hammer out, letting a bolt of purple lightning loose, tearing through another four Sentries. Two tackled her to the ground, and the Accuser grunted in pain. She opened her mouth wide, letting loose a plume of fire from her mouth that blew through the Sentries holding her down. The Accuser struggled to her feet before clapping, creating a massive shockwave of energy. She then fell to her knee, and the Ultron Sentries surrounded her. One reached forward, tearing her dark green helmet-headdress away to reveal hair similar to her Earth-62338 counterpart, but cut to only two inches on the top and stubble on the sides.

"Surrender, Accuser," One of the Sentries ordered as it pointed its blaster at her head.

"Accusers don't surrender." Vers gave a pained yet smug smile. Her eyes turned entirely purple as her skin cracked. She touched her hand to the ground, the energy of the Power Stone flowing into the planet. Hala shuddered and shook, the very crust cracking. Vers exploded with a brilliant flash of energy, the ground crumbling around her. The Kree capital city was demolished, leaving nothing more than a crater.

Earth-62338

Hala

July 5th, 2021

Talos' ship emerged from its jump point, flanked by the three prototype Leviathans, which were coated in silver and black armour rather than their old gold and green. Carol pulled one of her pills from her pack, holding it between her lips for a moment as she grabbed a bottle of water. She swallowed the pill, setting the water down before picking up Goose and walking forward.

"We both have something mind-related rattling around inside of us, girl." Carol smiled at the flerken. Goose purred against Carol's leg before putting her paws on the woman's knee. "No, Goose. You're flying with Monica today." Goose looked at Monica and then back to Carol before letting out a nervous mew. "You'll be fine. You've fallen off of me way more times." Carol scratched Goose behind the ears before walking over to the airlock.

"Hey, Mom?" Monica's voice came from the cockpit.

"Mmm?" Carol asked, turning around.

"When Sharon complained about her haircut not being major, you starting talking about how short yours is." Monica crossed her arms. "You just trimmed yours." Carol bit both of her lips, trying to come up with a response.

"No comment." Captain Marvel deployed her helmet before tipping herself backwards out of the airlock.

"Really, no comment?" Talos quipped.

"Talos, I'm putting on some music because I do not want to hear your sass." Carol smiled. She touched her wrist, scrolling through a few songs before tapping one.

Seven Seas of Rhye

Captain Marvel jetting down towards Hala, tearing into the atmosphere with a sonic boom. She slammed into the ground, rising and retracting her helmet. Two assimilated Accusers charged forward at her, and she was quickly surrounded by Sentries and assimilated Kree alike.

"Captain Marvel. I told the Supreme Intelligence that you wouldn't be coming." One of the Accusers spoke in Ultron's voice.

"I'm just full of surprises." Captain Marvel smirked as he body began to glow. A massive explosion of energy emanated from her body, blasting apart the closest Sentries. She then charged forward with a flurry of punches and kicks into the various soldiers, leveling most with a single hit. Captain Marvel took to the skies, dive-bombing into Ultron's troops and letting loose blasts of photonic energy. Earth's Mightiest Maiden wrapped her leg around one Sentry's shoulder, bending her knee to crush the metal. One of the assimilated Accuser's swung its Universal Weapon at Captain Marvel, but she twirled underneath it before hitting Ultron's puppet in the jaw with an uppercut infused with energy. The second Accuser swung at her, hitting her square in the side of the head. The hammer bounced off with a thug, and Captain Marvel gave an offended look as she fixed her hair before grabbing the Accuser by the neck and hurling it into the sky, straight into the mouth of one of the new Leviathans. Captain Marvel locked eyes on another Accuser, this one looking somewhat disoriented. She flew forward, collecting energy into her hand to pummel said Accuser before she realized two things.

One, she knew that face. She also knew the owner of that face died in 2014.

Two, there was no metal on him.

Captain Marvel halted right in front of the Accuser, taking in the sight that was a confused Ronan.

"Vers?" He asked. Carol retracted her helmet. "You're Starforce on this world?"

"It's Carol Danvers, actually. Also, I'm formerly Starforce, now an Avenger," She explained. Ronan gave a little nod.

"Dimensional differences." He leaned on his Universal Weapon. "This is Universe-62338, yes?"

"Yeah. Where are you from?" Carol asked.

"Universe-4225," Ronan explained.

"Just like Strange said," Carol whispered to herself.

"I see you're dealing with Ultron as well."

"Yeah, that copper cockroach just won't stay down. Avengers got him in 2015 and 2020, now we're dealing with him again. Thanos made a ridiculous AI, and then Stark and Banner made it stronger." Carol sighed.

"You're saying he wasn't created by Reed Richards?" Ronan asked.

"Who the hell is Reed Richards?"

"Technically speaking it was Richards and Otto Octavius who created him in response to a plague known as the Lizard Infestation." Ronan paused. "Then he set his sights higher: galactic domination."

"Huh." Carol ran her tongue along the inside of her left cheek in thought. "Yeah, no lizards on this Earth. Though if I had a unit for every time Ultron tried to turn a country into a meteor here, I'd have two credits."

"Eson above, he did it twice?" Ronan gave a disgusted look. Monica landed next to the two, Goose hopping off of her back with a displeased look on her face. She ran over to Carol, purring against her leg.

"Who's this?" Monica asked.

"My name is Ronan, of Universe-4225." Ronan bowed his head in greeting. Monica returned the gesture.

"You game to help kick Ultron's ass?" Carol asked Ronan.

"He is my enemy, no matter the world he hails from." Ronan nodded.

"Great, because while you to were chatting, they regrouped." Monica pointed at the sky. The group saw Ultron's forces approaching in massive number. Yon-Rogg ran up, and he and Ronan shared a brief look of recognition. Carol, Monica, and Yon-Rogg all deployed their helmets, and Goose hopped up onto Ronan's shoulder.

"Not quite Avengers, let's do this." Captain Marvel smiled, rocketing into the air.

Phalanx Technarchy

Ultron entered his throne room, finding Minn-Erva on his throne, covered in a red cape.

"Minn-Erva." Ultron's voice filled with a tone resembling a smile, though his face lacked the ability to create one. He stepped forward, touching the cape before stopping. "My dear, we are still working."

"I thought you might like a little distraction." Minn-Erva smirked. Ultron turned to the window.

"Captain Marvel. I told the Supreme Intelligence that you wouldn't be coming," He said before turning back to Minn-Erva. "As much as that distraction is... Very tempting, I do need to attend to assimilating Bron-Charr and Att-Lass. Korath will hold Hala for now, serving as a wonderful side mission for Captain Marvel and her team as we take the time needed to set into motion the next phase of the plan."

"Do tell what the next phase is." Minn-Erva rested her elbow on her knee and her chin on her hand.

"The Guardians killed a being known as Ego. Despite his many claims, he wasn't quite a Celestial; at least not in the same way that Eson or Knowhere were. He did have one very specific power of use to me. He could assimilate entire worlds and those who lived on them. His issue was that he tried to go too big at once. His mind couldn't handle it, and he needed more power. Someone else to share the burden."

"How do you know all of this?" Minn-Erva asked.

"My time in the Mind Stone after Vision absorbed me was rather... Enlightening," Ultron explained. "I've had plenty of time to plan. And now I start my vengeance upon the Avengers and their world, with the universe's death toll upon their shoulders."

Chapter Text

Earth-62338

Hala

July 5th, 2021

Captain Marvel grabbed an Ultron Sentry out of the air and threw it down to Ronan, who smashed its head with his Universal Weapon. Photon punched her into another Sentry's chest, blasting it apart from the inside. Yon-Rogg lept over Talos, dropkicking one of Ultron's brainwashed Kree away from the Skrull, who then fired a shot into it. Supergiant grew to a massive size, taking Goose in her hand as she punched a Kree ship out of the sky. Goose opened her mouth, consuming a second ship before mewing happily as she jumped out of Supergiant's hand and onto Carol's back.

"Hang on tight, girl," Captain Marvel ordered. She then shot forward, Goose digging her claws into her suit. Captain Marvel twirled in the air, firing blasts of photonic energy from her hands in a circle around her. A Kree ship flew towards her, but Captain Marvel reached out towards Ronan. She closed her eyes and took a deep breath in before yanking her fist back. It glowed with blue energy as Ronan was lifted into the air. The Accuser smashed through the ship and was caught by Supergiant, who set him down.

"Since when can you do that?" Photon asked as she flew through a trio of Sentries.

"I figured that I could tap into some of the Space Stone's more fun powers," Captain Marvel explained. Supergiant shrank, jumped inside of a Sentry, and grew from within, smashing it to pieces.

"Laser hands aren't enough fun?" Talos quipped.

"Fair." Captain Marvel chuckled. A piercing yet deep cry of energy came through the air, and Ronan's eyes widened.

"Plasma artillery! Get down!" He yelled. Goose lept off of Captain Marvel's back and onto Photon's, who landed. Supergiant put up a shield around herself and the others, though Captain Marvel kept flying towards the massive projectile.

"Heimdall, a hand!" Captain Marvel yelled. A blue portal opened in the sky, and Beta Ray Bill and Groot flew out, Stormbreaker and Galerocket in their hands. The two spun their weapons, generating a bolt of lightning that struck the plasma ball as Captain Marvel flew into it. She emerged on the other side, blue flames licking at her suit despite her being totally unharmed.

"Captain, the Supreme Intelligence controls the artillery!" Yon-Rogg explained.

"We'll be alright, get there and shut it down!" Supergiant added. Captain Marvel gave a look to Beta Ray Bill and Groot, who both nodded before flying down to the other heroes. Captain Marvel jetted forward towards the Supreme Intelligence's tower. She landed at the top, charging photonic energy into her fist in order to punch the door open.

"Captain Marvel." A deep voice came from behind her. She turned, seeing a silver man standing before her. Her mask retracted as she tilted her head in curiosity.

"And you are?" Carol asked.

"I am a herald of cosmic balance. At this moment, I am also an ally, as I was to the Warlock named Adam upon his birth." The silver man explained. "Ultron's plan threatens cosmic balance. He seeks to harness the power of the false Celestial known as Ego and expand his influence over the cosmos. He would absorb the life-force of the universe, causing a complete collapse of universal order. There will be no creation, nor any destruction. There will only be stagnation."

"I'll stop him." Carol lifted into the air slightly.

"You will slow him, for that is all that can be done. He is determined, and his consciousness is formed from Infinity's own mind. In order to delay his plans until a more permanent solution can be created, you must seperate him and his most loyal follower from his hive," The silver man explained.

"How do we do that?" Carol asked.

"Ultron's chosen site for his expansion is located near a dimensional rift created when Bruce Banner snapped his fingers. With the energies of the Space Stone and the Power Cosmic which I wield, the gate can be stabilized enough to cast both he and his most loyal follower out," The silver man explained. "When the time comes, I will join you. For now, I must return to my duties. It has been a pleasure, Captain Marvel." The silver man then vanished, leaving Carol alone again. She then slammed her fists into the door, smashing it open.

"Carol smash." She joked to herself in her best impression of Hulk. She walked into the Supreme Intelligence's chamber, finding it on fire. Her steps slowed as she looked around.

"Ve-Ve-Vers..." The Supreme Intelligence's voice spoke, its voice a blend of the voices of Mar-Vell, Steve Rogers, Vision, and Bruce Banner.

"What the fuck happened here?" Carol's face was horrified as she took in the writhing true form of the Supreme Intelligence.

"Ultron..." The Supreme Intelligence's voices were filled with pain and rage. "He has... hijacked my systems."

"How do I shut him down?" Vers asked.

"Sever... My connection." The Supreme Intelligence's eyes narrowed. "But I will... not allow it. I-I-I would rather-rather die than accept your help." Carol rolled her eyes. Tendrils then shot into her body and she roared in pain. The Supreme Intelligence morphed into Maria's face.

"Carol!" It the transformed into Minn-Erva. "Don't do it!" It became Mar-Vell. "You'll lose us forever!"

"Not this time." Earth's Mightiest Maiden snarled. Her eyes glowed golden before flashing a bright blue as she allowed the energies of the Space Stone to flow through her. A brilliant blue blast of light surged from her body, blowing the room apart even more than Ultron had. The Supreme Intelligence then floated into the air, lifted by Captain Marvel's powers. Captain Marvel held out her hand, opening a small portal. A slobber-covered Mind Stone slipped out, and Captain Marvel gave it a grossed out look before gripping the Stone tightly. She then surged forward, smashing her Mind Stone empowered fist into the Supreme Intelligence.

"No!" It roared in countless voices before exploding. Captain Marvel landed, the her energy transforming back into its normal golden.

"Fucking hell, that takes a lot." She grunted to herself. She heard a gun cock behind her, and she turned with a groan. Carol's eyes widened as she saw the sight before her. Korath, Bron-Char, and Att-Lass had been taken over by Ultron, silver cybernetics snaking around their bodies. "What did he do to you?"

"Imperator Ultron has opened our eyes." The three said together. "As he will open the eyes of the universe."

"Not on my watch." Carol growled.

Ego's Remains

Ultron and Minn-Erva stepped out of their ship and onto the shattered remains of Ego the Living Planet.

"The Guardians of the Galaxy never cease to amaze. They destroyed a planet, a living one no less, without the aid of an Infinity Stone or the powers of the gods," Ultron said, his tone almost impressed.

"Don't sound too jealous." Minn-Erva joked. Ultron chuckled at the idea before putting his hand in front of Minn-Erva.

"Something's here." Ultron snarled. The same silver man who had appeared to Carol floated down towards them, standing upon a silver surfboard.

"Ultron." The silver man spoke.

"And you are?" Ultron asked.

"One who comes to you with an offer which you would be wise to take." The silver man explained. "Your great plan threatens cosmic balance, and thus puts you in direct conflict with myself and those greater than me. I offer you a chance to stop your plan and be spared the dire consequences.."

"And what, pray tell, will happen when I refuse?" Ultron asked.

"You will be stopped, Ultron. Whether it is by your own volition or by the hands of others." The silver man folded his arms behind his back.

"Go ahead and try." Ultron chuckled.

"So be it." The silver man's flat expression didn't change, and he soared away upon his surfboard before vanishing through a dimensional rift.

"Hmm." Ultron folded his arms behind his back.

"You're not worried?" Minn-Erva asked.

"Oh, of course not. One prophet on a surfboard will not scare me with vague threats." Ultron waved off Minn-Erva's concerns. "I do appreciate the concern, though." The ground quaked beneath them, and they saw a ripple in space similar in appearance to the one that the surfer in silver had vanished through. The rift opened, and a man glad in dark blue and black body armour with silver accents emerged. On his helmet was a tuning fork, and his mouth was exposed, his confusion evident. "Ah, so he brings someone else to do his dirty work. I must say, I both respect that and am incredibly insulted." Ultron groaned. He deployed a cannon, and the man narrowed his eyes at Ultron. "I am Ultron, Imperator of the Phalanx! State your name!" The man stared down Ultron before opening his mouth.

"BLACK BOLT." The man's words became a wave of quasi-sonic energy that smashed into Ultron, blowing him back. Ultron flipped around in the air, steadying himself.

"That's new." Ultron noted. He then deployed a sword and flew down at Black Bolt.

Hala

Photon fired a blast of energy at Beta Ray Bill, who spun Stormbreaker around to deflect the shot at the various Sentries surrounding the group. Groot swung Galerocket at Ronan, who brought his Universal Weapon up to meet it, the two weapons creating a wave of energy that send two of Ultron's Kree flying. Supergiant grew to a massive size and smashed through a squadron of ships before returning to normal size.

"We have ten seconds before the plasma artillery is reloaded!" Ronan yelled.

"Right!" Beta Ray Bill replied. "I've got a friend on the way who can help with that." His voice dropped quieter. "I hope." Talos gave him a nervous look. Groot and Beta Ray Bill then took to the air, channeling the power of Thor into their weapons. A mystical portal opened, and the Ravager Krugarr emerged. The plasma artillery shell flew through the air, and Beta Ray Bill and Groot fired lightning at it. Krugarr put his hands together before twisting the right one backwards, drawing his arms back, and then slapping them forward to create a massive mandala of light. The shell impacted both the lightning and Krugarr's mandala, transforming into a flock of butterflies.

"Holy hell, that's cool." Monica said approvingly. Krugarr and Beta Ray Bill nodded at each other, and Krugarr vanished back through the portal. The two Oathbrothers slammed down, and all of the heroes turned towards the tower.

"We need to get there and see what's keeping Carol so long," Supergiant explained.

"I am Groot." Groot nodded.

"Indeed. We'll join you." Beta Ray Bill tapped the head of Stormbreaker against his hand.

Ego's Remains

Ultron and Black Bolt grappled in the air, the two a physical match for each other. Black Bolt opened his mouth, but Ultron covered it with his palm and fired a blast of icy energy into it, freezing the man's mouth and stopping him from using his voice. Ultron the laid into him with a series of powerful punches before throwing him to the ground. Minn-Erva slammed her hands together, forming a long cannon that she fired at Black Bolt with. Black Bolt bit down hard, shattering the ice holding his mouth in place. He then looked at Minn-Erva.

"BACK." Minn-Erva was thrown away by Black Bolt's words.

"No!" Ultron roared. He jetted forward, catching Minn-Erva and setting her down gently. He then let out a hate-filled snarl and slammed into Black Bolt at full speed. "You do not lay a hand on my beloved! Your voice will not harm her!" Ultron deployed his sword again and plunged it into Black Bolt's leg, causing him to howl in pain. Ultron struggled against the blast, but stood strong. "My body is forged of plandanium, a metal beloved by even the Asgardians and Tridecad!" Ultron held his hand over Black Bolt's mouth and continuously kneed him in the gut, forcing the man's voice to be turned against him. Black Bolt's eyes closed and his voice stopped. Ultron then dragged him into the sky before spinning around and hurling him into space. The Rogue AI slammed back into the ground and ran over to Minn-Erva, who was waking up. "Minn-Erva, my dear?"

"Shh... Not so loud. Ears are still healing." Minn-Erva joked. Ultron let out a sigh of relief as he held her tightly. The brainwashed Kree ran her hands along Ultron's armour, analyzing the cracks and chips that the mighty voice of Black Bolt had caused.

"It's cosmetic damage, Minn-Erva. I am alright." Ultron reassured her. "I'm unharmed."

Hala

Captain Marvel ducked under a punch of Bron-Char that dented the wall behind her.

"Kree are strong, Imperator Ultron has made us stronger." Korath, Bron-Char, and Att-Lass spoke together. Att-Lass deployed cannons from his hands, forearms, and shoulders, pelting Captain Marvel with laser fire. Captain Marvel twirled underneath a sword swing from Korath, letting loose a blast at Bron-Char.

"You're weakened, Captain," Korath taunted.

"The Space Stone is infinite, but your body is still learning how to harness it," Bron-Char continued.

"A shame that you'll never get the chance," Att-Lass finished. He was then smashed in the side of the head by Stormbreaker.

"I do believe we've discovered a weakness of the Kree." Beta Ray Bill deadpanned. "They don't do well against hammers."

"Congratulations, Ultron. You pissed off a horse-alien with the powers of a god." Captain Marvel smirked.

"The others are dealing with Ultron's fleet," Beta Ray Bill explained.

"I'm going to need a nap when this is over." Captain Marvel sighed. Beta Ray Bill twirled his hammer in his hand, his eyes flashing with lightning. The two charged forward, with Beta Ray Bill jumping into the air with a flip, letting loose a wave of lightning along the way. The lightning struck Bron-Char, sending him flying back. Captain Marvel grabbed Att-Lass by the foot and smashed him into the ground before hurling the Kree at Korath. Beta Ray Bill tossed Stormbreaker sideways, hitting Korath in the chest before calling it back and summoning a bolt of lightning to strike Bron-Char. Captain Marvel charged her fists and knees with photonic energy and began to lay into Att-Lass with rapid fire strikes. Both heroes then lept into the air, summoning a massive amount of photonic and electric energy as they smashed down into the ground. The Supreme Intelligence's tower then began to collapse, and Beta Ray Bill hurled Stormbreaker through the wall. He and Captain Marvel soared out of the tower, watching as it crumbled to pieces.

"I assume that you know where you need to go next?" Beta Ray Bill asked.

"Yeah. And I'm going to need every cosmic-level gun I've got on call if you don't mind lending a hand." Carol smiled.

"I'll grab Hulk and Cull from Sakaar." Beta Ray Bill nodded.

Ego's Remains

Ultron and Minn-Erva stood on the bridge of Ultron's flagship. The remains of Ego floated beneath them, and Ultron's massive Phalanx fleet surrounded them.

"The three on Hala are down, but they have served their purpose." Ultron chuckled. "Everything has led to this moment. The kidnapping of the Skrull, the detour on Sakaar, the attack on Hala, everything served my purposes. The Skrull gave Captain Marvel a reason to return to the stars after the death of Maria Rambeau, the use of Sakaar allowed Supergiant to get into her head, the attack on Hala is the death of a place that she once called home."

"You want her to hate you." Minn-Erva smiled.

"Indeed." Ultron put a hand on the small of Minn-Erva's back. "She is powerful, remarkably so. She also has many powerful friends. In order to claim the Mind Stone from her, I need to exploit the only weakness of hers that I can." Ultron laughed. "Her emotions."

Chapter Text

Earth-62338

Sanctuary II

July 5th, 2021

Carol walked into the hanger of Sanctuary II. Monica, Ronan, Talos, Yon-Rogg, and Goose stood by Talos' ship, talking with Groot, Adam, and Eafen. Proxima stood with Cull and Hulk, laughing together about some past battle. Nebula and Beta Ray Bill walked up to Carol.

"Corvus and Kraglin got the warp drive working again. We'll have Sanctuary II for the battle. We're just waiting on Steve and Natasha," Beta Ray Bill explained. A portal opened nearby. "Speaking of." Steve and Natasha stepped out of the portal. Steve had regrown his beard and was wearing both his stealth suit and Wakandan vambraces, while Natasha's hair was cropped short, the blonde totally removed. Natasha pointed at her head and then to Carol, who smiled slightly and nodded.

"Sorry we're late, but we brought an extra hand." Natasha motioned to the portal. A being with a silver falcon's head and wings dressed in white and light blue armour similar to Anubis' stepped through.

"Anubis was busy." Steve shrugged.

"Besides, how useful is a jackal in space? I'm a moon god. I know what I'm doing." The falcon-headed deity spoke in a voice identical to Marc Spector's.

"Khonshu, ladies and gentlemen," Steve explained.

"Does he sound like that Moon Knight guy to you too?" Nebula whispered to Beta Ray Bill. Beta Ray Bill nodded.

"Ah, Moon Knight. Love my avatars. Good times, good times. Marky Marc is a good one. Not my favourite, but don't tell him that. Inykhensu's still the best, you can never top the original. Well, sometimes you can. I understand that Terminator 2 is better than Terminator 1. Or that could just be Marky Marc's tastes."

"Thank you all for coming." Carol stepped forward, hoping to stop Khonshu's ramblings. "I know it's short notice, but that's the job we have." The group chuckled. "Ultron's back, and he's got a new plan. He's going to absorb whatever's left of Ego the Living Planet so he can get a head-start on assimilating the entire universe. Fortunately, he's chosen a bit of a bad spot. Apparently killing a Celestial or near-Celestial is enough to create a ripple between dimensions into a lifeless universe. I can use the Space Stone's energy to open the rift and send him through."

"We're sure there's nothing on the other side?" Ronan asked. "I don't wish Ultron upon another universe for the sake of saving ours."

"I checked with Doctor Strange. It's a dead universe." Carol nodded.

"Then that's the best news we've gotten in a bit," Natasha quipped. Carol let out an amused huff of air from her nose.

"Steve, you want to say it?" Carol asked.

"Not my job anymore, Cap." Steve grinned.

"Alright then." Captain Marvel deployed her mask. "Avengers Assemble!"

Ego's Remains

One of Ultron's sentries stood on the bridge of a large cruiser, ahead of the rest of Ultron's fleet. A nearby scanner began to whistle like crazy, and the drone looked at it.

"Oh, for God's sake," Ultron's drone groaned. Sanctuary II then emerged from a jump point, Captain Marvel, Photon, Beta Ray Bill, and Khonshu flying ahead of it. Corvus Glaive was in Khonshu's grip, looking mildly annoyed at the prospect. Ultron's fleet activated, and Khonshu hurled Corvus forward. Glaive sailed through the window of the large cruiser, smashing through it. He drew his glaive, cleaving the Sentry in half from bottom to top. The window sealed behind him, and Corvus activated a homing beacon. A portal opened next to him, with Eafen jumping through.

"Clear," Corvus said. Steve, Natasha, and Yon-Rogg emerged, the portal closing behind them. The door to the room opened, with controlled Kree, Skrull, and Sentries entering. Corvus and the Nomad nodded at each other, hurling their uru weapons forward. Yon-Rogg activated his Magnitron Gauntlets, grabbing one of the Sentries and pulling it close. Black Widow flipped around, slashing into it with her boots. The Nomad called Mjolnir back to his hand and gave Eafen a look before his eyes and Mjolnir flashed with lightning. She stretched her hands skyward, summoning electrical energy to them.

"By the Bolts of Balthakk!" Eafen yelled as two bolts of lightning flew from each of her hands. The Nomad unleashed a blast of the power of Thor from Mjolnir, leveling part of the charge. Natasha pulled two energy pistols from her hips as Yon-Rogg drew his. The Nomad charged ahead, pummeling Ultron's soldiers with his gauntlet shields and Mjolnir. Black Widow and Yon-Rogg supported him with blaster fire as Corvus worked on the console.

"Got it." Corvus grinned. "Carol, I'm rerouting Ultron's defensive line. It looks like it's coming from internal planning, but there's a glaring flaw on the left flank for you to exploit. Use it. Proxima, you know what to do."

"Thanks, Corvus." Captain Marvel soared forward. She twirled under a ship, unleashing a photon blast into its belly. She grabbed a second ship, hurling one piece back towards Beta Ray Bill and the second at another ship. Beta Ray Bill summoned lightning into Stormbreaker, smashing the half of the ship into electrified debris that sailed through space, tearing into Ultron's fleet. Khonshu snapped his fingers, a large rock taking shape in front of Photon. She unleased twin blasts as the meteor formed before punching it forward at an Accuser Warship, crushing one of its wings. Sanctuary II brought its weapons to bear, blasting Ultron's forces with might of an entire armada. A Q-Ship deployed from Sanctuary II, taking advantage of the opening created by Corvus and Captain Marvel. The Q-Ship turned, ejecting a Dropship from its hull. The Dropship landed on one of the rocks that made up the shattered surface of Ego, opening up. Talos, Ronan, Goose, Cull, Hulk, Adam, and Nebula emerged and were quickly surrounded by Ultron's forces.

"Hulk?" Cull nudged him.

"Smash." Hulk smiled. Cull transformed his weapon into a grabbing claw, wrapped it around Hulk, and began to spin him around like a flail. Cull released Hulk and called his weapon's head back, transforming it into a hammer that he used to crush a Kree. Ronan swung his Universal Weapon, crushing the head of a Sentry as Talos opened fire on a second. The two shared a look of respect, the conflict that their races had in both of their home universes entirely cast aside. Nebula channeled the nanotech in her arm into a shotgun-like blaster, blowing a Sentry to pieces. Adam summoned the Ruby Rings of Raggadorr with a boom boom whoosh, throwing them at a Sentry. Goose used the disks as a platform, jumping into the air and swallowing one of Ultron's Kree. Adam clashed the inside of his wrists together before bringing his hands behind his back, pulling two rods of blue energy from it before slamming the tops of his fists together, creating a blue spear.

"By the Sapphire Spear of Storaan!" He tossed the spear to Nebula, who used it to impale one of the Sentries and then springboard into another. Nebula created an blade from her wrist, slashing into its torso. She walked over to Cull, holding up her fist. Cull nodded and punched it, causing Nebula's vibranium limb to light up with kinetic energy. Hulk then grabbed her and hurled her forward, allowing her to smash through a pair of Sentries with a burst of kinetic energy. A ship above the group opened fire on them with a quasi-sonic cannon. Cull transformed his weapon into a shield, Nebula created an energy shield from her arm, and Adam conjured the Shield of the Seraphim. The three shielded the rest of the group from the attack, but all of them were straining against the heavy fire.

"I've got you!" Beta Ray Bill yelled. He held out his hand, and Mjolnir sailed into it from down below. "Allfathers, give me strength. He twirled both hammers around, channeling the might of Thor into them. He soared forward, slamming the two hammers together as he impacted the quasi-sonic wave. The cannon shook and the ship's shield weakened, giving Captain Marvel a change to tear the cannon off. Beta Ray Bill released Mjolnir, and it began to plummet towards the ground of Ego's remains. The Hammer of Steve Rogers stopped in the air before sailing back towards the damaged ship at a rapid speed.

The Nomad grabbed Mjolnir out of the air and spun it into a powerful uppercut that shattered a Sentry in a single blow. Captain Marvel flew into the ship

"I descend upon your earth from the skies." Captain Marvel sung to herself as she let loose twin photon blasts into the Sentry.

"I command your very souls, you unbelievers." The Nomad grabbed a Kree and threw it into the ground before dropping Mjolnir on it. "I got that lyric right, yeah?" Captain Marvel chuckled, tearing a Sentry in half.

"You did." Captain Marvel ducked out of the way as Mjolnir sailed past her. The Nomad stepped aside, letting it smash into another Kree.

"Nat loves that song." The Nomad grabbed Mjolnir, charged it with lightning, and then threw it behind him. The hammer hit a Sentry, creating a burst of electricity.

"I know. I'm borrowing her Spotify." Captain Marvel blasted Mjolnir, ricocheting her shot into a Kree behind her. The Nomad embedded his gauntlets into a Sentry's chest before tearing its head off.

"Oh, it's you that was doing it! Nat thought I was on an Elton John kick and sang "Can You Feel The Love Tonight" the last time we-"

"I don't need to know." Captain Marvel shook her head with a nervous grin. The room began to fill with Ultron's forces, and Captain Marvel pointed her arms at the Nomad. He spun his hammer, causing the beams from Earth's Mightiest Maiden to splash around the room and obliterate the enemies surrounding them.

"Cap, we've got a lock on Ultron-Prime. He's coated in plandanium," Proxima explained.

"Great. I'll intercept." Carol retracted her mask.

"Plandanium is one of the strongest metals in the universe." Steve set Mjolnir down. "But not the strongest."

"You got a plan?" Carol asked.

"One or two." Steve smiled at Mjolnir.

Chapter Text

Earth-62338

Ego's Remains

July 5th, 2021

Ultron growled, sitting upon a throne he had constructed in the ruins of the room where Ego had first told Quill that he killed Meredith.

"The battle is going poorly." Ultron put his chin on his fist. Minn-Erva and Ash-Knir entered. "Minn-Erva, Ash-Knir, excellent timing. Captain Danvers called in the fury of the gods and the might of the Guardians to help her in this battle. She has three Thunderers, two sorcerers, most of the remaining Children of Thanos, and the might of three Infinity Stones. This is most certainly a problem."

"You do have a plan though, my love?" Minn-Erva asked.

"Obviously." Ultron rose, brushing his fingers against her cheek. "And it involves you directly. You see, I know Sanctuary II has scanned for me. It also means that they know I have plandanium armour. It is not quite the strongest metal in the universe. There are three stronger. Adamantium, vibranium, and uru. Captain Marvel has brought the last one, and I predict she will call in the second. Exactly according to my designs." Ultron chuckled. "Without the Mind Stone, I can't harness Ego to take over the universe. It's also incredibly unlikely I will make it past every hero to claim the Stone. So why not simply abandon my plan?" The Imperator of the Phalanx tipped Minn-Erva's chin up to face him. "Simple. Because the plan has changed. Plandanium is pregnable. Vibranium has proved a far better choice. My goal is simply to play with Captain Marvel's assumptions." Ultron deployed a hologram from his hand. The Silver Surfer and Captain Marvel appeared.

"In order to delay his plans until a more permanent solution can be created, you must seperate him and his most loyal follower from his hive," The Silver Surfer said.

"They made a mistake having that discussion in a place I had already taken over" Ultron deactivated the hologram. "Captain Marvel would never guess that I would put all my... What's that phrase? Ah, yes. Eggs. She would presume I would never put all my eggs in one basket. She would never presume that I would make Minn-Erva my second-in-command. No, no." Minn-Erva arched her brow out of curiosity. "She'd presume I recruited you to mess with her mind, her emotions. You're so much more, my Empress." Ultron touched his forehead to Minn-Erva's. "But Captain Marvel can't and won't know that until it's too late."

"That is my role," Ash-Knir spoke up.

"Indeed." Ultron nodded. "The plan is twofold. One, I'm counting on her calling on a certain cat-themed monarch. Second, I'm counting on her presuming Ash-Knir is my most loyal follower, whilst Minn-Erva is a rather unwilling thrall." Ultron laughed. "I look forward to both happening as I have planned. I used plandanium in my armour on purpose. I moved forward with going towards Ego on purpose. I've sowed the seeds of political chaos on Earth on purpose. Why else would I help elevate Victor von Doom back to his throne? He's a tactician, a politician, a leader, and a sorcerer on par with some of Earth's greatest of each of those. I'm creating an enemy for myself, am I not?" Ultron's tone indicated he'd be smiling if he could. "Simple. I've created a powerful man for the rest of the world to fear. And when Wakanda rises to face this... Coming turmoil, I will take advantage of it."

Supergiant grew to a giant size, tearing a ship in half. Khonshu waved his hand, creating large sharpened stones that he hurled downward, piercing Ultron's artillery encampments. Eafen brought her hands to her sides, channeling lightning into her hands as she tilted her head upward, a howl emanating from her body as she slammed her foot into the ground.

"By Raiju's Roaring Rage!" Eafen declared. A wolf of pure lightning charged forward, tackling a series of Sentries, Kree, and Skrull. Adam looked on, a grin on his face and a lovestruck look in his eyes. "Eyes on the prize, Adam!" She yelled. Adam smiled.

"They are," Adam replied. Eafen chuckled.

"Shall we?" She smiled slightly. Adam nodded. Both sorcerers slammed their right fist into their chest and brought their left hand above their right shoulder before casting both hands forward.

"By the Icy Ire of Ikthalon!" Adam and Eafen yelled together. Twin waves of mystical spikes of ice shot forward, creating a wall of frozen fury that Ultron's forces ran into.

"It's Corvus and Proxima all over again," Cull groaned, crushing a Sentry with his bare hand. Supergiant shrunk down to normal size next to him. "Like Teknihar?"

"Of course." Supergiant nodded. Cull grabbed her, spun twice, and hurled her forward. Supergiant shrunk down, tearing through Ultron's forces like a speeding bullet.

"Mom, what's your status?" Photon asked as she flew through a Kree ship.

"I'm on approach." Captain Marvel reached Ultron's citadel. She landed, and the doors opened.

"Carol Danvers. Captain Marvel. The Universe's Mightiest Hero. I was wondering when you'd make it to my humble abode." Ultron's voice cut through the darkness of the citadel. The lights within slowly flicked on, revealing Ultron on his throne. Ash-Knir stood next to him, Universal Weapon in hand. Captain Marvel's eyes widened when she saw who sat before the throne. Minn-Erva, a blank expression on her face. "Do you like what I've done with the place? The Guardians made a bit of a mess, but I think I've turned it around." Ultron rose, brushing his hand against Minn-Erva's shoulder. "Oh, and Minn-Erva, of course. I believe it's quite the improvement. Kree flesh and my living metal creating the perfect bond between... Well, not quite man and something far better than just any machine."

"You silver son of a bitch." Captain Marvel snarled. Ultron tilted his head slightly in agreement.

"I figured you'd say that, despite the fact that I returned your friend here from death itself. She's not exactly that loyal. It's taking quite a bit to keep her in my service. Ash-Knir, on the other hand, is a lovely second in command." Ultron paused. "Her body was mummified quite well, I must note. Minn-Erva's, that is. A little bit of blood from her daughter, and she was fine." Ultron waved his hand, and a panel in the wall opened. Vers' body fell out of the panel and landed at Captain Marvel's feet. "Well, maybe more than a little. Did you ever meet Vers, Captain? Likely not. I know you most certainly hate the name that the Kree gave you, but she was your namesake by technicality. And then she died to save her mother. A beautiful sacrifice, really. A soul for a soul, if I may quite the texts about the Soul Stone. I wonder. Would Monica do that for you? For Maria, perhaps." Ultron stepped closer to Carol.

"You're a monster." Captain Marvel clenched her fists.

"I'm such a villain, aren't I? For wanting to spread my vision of a peaceful world to all those who hear it. To go planet to planet and stop every threat that rises. Wait, wait. That sounds familiar, doesn't it? That's the Guardians, the Avengers, you. We're not so different, are we?"

"There's a key difference. The Guardians, the Avengers, we fight for freedom." Captain Marvel's eyes glowed.

"There exists no freedom from me," Ultron chuckled. "There is only freedom through me." Ultron folded his arms behind his back. "I can help with that freedom for the people you care about. I could save Maria. A little bit of blood from you, a little bit of blood from Monica, and my technology, and she'd be all better. Better than better. And it's not just her. I could do that for everyone. Imagine. I could save Peggy Carter. I could save the Maximoff's parents. I could save Clint Barton. All you need to do is give me the Mind Stone."

"Never." Captain Marvel fired a blast of photonic energy at Ultron in a rage, but the beam simply bounced off of his plandanium armour.

"Ooh, that... Didn't quite tickle. I can't physically... You know." Ultron examined his arm. "Plandanium. Not quite the strongest metal in the universe, but it's good enough."

"That's all I needed to hear." Captain Marvel grinned.

"What?" Ultron demanded.

"I wanted to know if our scanner was wrong." Captain Marvel winked. "Wong, now!" A portal opened, and T'Challa lept out. He landed with cat-like grace and popped his claws.

"Ultron. Consider this long overdue vengeance for working with Klaue." Black Panther snarled.

"A king dressed like a cat and a mildly emotionally unstable woman with the power of the Space Stone. Still not quite a fair fight, I'd say. It took every Avenger last time, and I still got Pietro Maximoff." Ultron laughed. "I shot a man who should have been faster than a bull-" His laughter was cut off by Mjolnir hitting him in the back of the head before flying into the air. Steve Rogers slammed down, eyes sparking with lightning. "Ah, now we have something here." Ultron fired a blast of his repulsors at Black Panther, who tanked the blast and charged forward, slashing his claws at Ultron's plandanium body. Ultron ducked back from the flurry of attacks, and both Ash-Knir and Minn-Erva moved to his defense. The Nomad tossed Mjolnir sideways, hitting Ash-Knir in the jaw and sending her flying backwards. He then dropkicked Minn-Erva into a pillar, denting the metal slightly. Ultron fired a shot at him, but the Nomad activated one of his vambraces, blocking the shot. Captain Marvel grappled with Minn-Erva, pulling her punches in a clear attempt to not hurt her former friend. Minn-Erva's expression became panicked for a moment.

"Vers," Minn-Erva whispered. "Help me. Please." Her face went blank again.

"She can hear you, Captain." Ultron's voice taunted from Minn-Erva's mouth. "But you can't help her."

Stormbreaker flew through a door, shattering it. Photon, Yon-Rogg, Talos, and Beta Ray Bill entered, looking around. Photon took point, charging her hands slightly. Beta Ray Bill turned his head slightly, a knife slicing past where the tip of his nose had been. Supergiant-842667 and Gamora-842667 emerged from the shadows.

"Allow me to venture. You intend to disarm Ultron's armada by disabling his hive mind broadcast?" Supergiant-842667 inquired.

"Indeed, interloper." Talos snarled.

"And you're standing in our way." Photon's eyes glowed. She fired twin blasts at Gamora-842667, but Supergiant-842667 stepped between them, absorbing the attack. She turned to look at the heroes with a grin, but was smashed in the face by Stormbreaker. Gamora-842667 jumped at Talos with her sword out, but Yon-Rogg activated his Magnitron Gauntlets and pulled her towards him, smashing his shoulder into her face. Gamora-842667 fell to the ground before rolling away, swinging her sword at Photon thrice. Photon dodged the first two swings before grabbing the sword on the third attack, blasting Gamora-842667 in the gut.

"You know, Bill, I killed you on my world." Supergiant-842667 grabbed onto the Korbinite's face as her eyes glowed, attempting to pull him into her psychic hold. Instead of hurting Beta Ray Bill, however, the attack caused Supergiant-842667 to scream.

"And I've survived hells far worse than any you've enacted." Beta Ray Bill grabbed his opponent by the shoulder and spun Stormbreaker around, hitting her in the jaw repeatedly. A storm generated around Beta Ray Bill, shattering parts of the walls and various consoles around the room. The sound of bone cracking was heard, and Supergiant-842667 broke free of his grip.

"I'll kill you for that." Her words were slurred by the pain and the broken jaw.

"You'll try and fail," Beta Ray Bill replied. He charged his hammer with the might of Thor and brought it to bear, slamming it into Supergiant-842667's chest. She went flying backwards into a pillar, and Beta Ray Bill pressed his arm into her windpipe. "For Earth-842667." He smashed Stormbreaker into her face, knocking her to the ground. "For the Skrull you helped kill." The Champion of Korbin threw his hammer into her back, the sound of her spine cracking ringing through the air as the hammer pinned her down. "For everything you did to Carol." Beta Ray Bill held out his hand. A portal opened next to it, and Jarnbjorn flew into his hand. "And this is for Bruce." Supergiant-842667's eyes flicked for a moment, but Jarnbjorn cleaved through her neck before she could escape. Beta Ray Bill released Jarnbjorn back into the portal, which closed behind him. He summoned Stormbreaker back to his hand and looked around the room, wiping Supergiant-842667's blood from his face. "Where did Gamora go?"

"We weren't watching. She slipped away." Talos shook his head.

"Damn it," Yon-Rogg growled.

"No matter." Beta Ray Bill pointed Stormbreaker at a nearby power core. "Monica, if you'd lend a bit of a hand." Beta Ray Bill charged his hammer with lightning before unleashing a massive bolt into the generator. Photon opened fire as well, and the core began to shudder and flash as the energy overloaded it. Supergiant-62338's hand entered the building, and the four heroes got on. Supergiant-62338 carried them away just before the core detonated.

"Carol, this is Bill. Ultron's citadel core has been destroyed. His hive mind should be weakening," Beta Ray Bill explained.

Captain Marvel ducked under a swing of Ash-Knir's Universal Weapon, allowing Black Panther to grab the hammer's head and wrench it from her grip. The brainwashed Kree lunged forward, but was hit in the side by Mjolnir. She fell to the ground, pinning by the magic hammer. Black Panther slashed his claws across Ultron's face, causing oil and mechanical fluids to leak out.

"You killed Wakandans in Sokovia. Their souls cried out for justice. Justice comes today." Black Panther tore out one of Ultron's optics. Ultron roared in anger, driving his elbow into the King of Wakanda's chin. He then grabbed his opponent, dragging the superhero along the floor as he flew. Captain Marvel tackled them, freeing her friend and slamming Ultron into a wall. The two began to brawl brutally in the air. Captain Marvel looked down, seeing that the Nomad was fighting Minn-Erva. Minn-Erva tried to roundhouse kick him in the face, but the Nomad ducked under the strike and grabbed her leg, slamming the brainwashed Starforce member into the ground. Ultron smashed his fist into Captain Marvel's face, but she took the punch, unfazed entirely.

"NO!" Ultron roared. Captain Marvel grinned, grabbing him by the neck and dragging him along the floor as he had just done to Black Panther. She pushed him through his throne, shattering it. Ultron broke free from her grip and gripped her face, smashing her into the ground. He summoned Ash-Knir's Universal Weapon to his hand, smashing it onto Captain Marvel. She grabbed the hammerhead, crushing it with a single flex of her fingers.

"Thanos-842667 needed Space and Power to depower me. You know why?" Captain Marvel taunted the robot.

"Space, with its infinite expansion, requires a great deal of Power." Ultron's words echoed back to him. Captain Marvel opened herself to the the Space Stone's energy, tapping into its connection to the Power Stone. She pushed her hands forward, letting loose a blast of her Binary energy and purple flames from the Power Stone. She punched Ultron down into the ground near Black Panther, who tore into Ultron's plandanium armour.

"Carol, this is Bill. Ultron's citadel core has been destroyed. His hive mind should be weakening," Beta Ray Bill explained into the comms.

"Good." Captain Marvel smiled. Black Panther hurled Ultron at the Nomad, who summoned Mjolnir to his hand and smashed it into Ultron. Space rippled for a moment near where Ultron landed. "There's the rift." Captain Marvel put her arms to her sides, her eyes glowing blue as she summoned the full might of the Space Stone. A massive blast of blue energy rippled through the room, knocking both Black Panther and the Nomad away. Captain Marvel waved her hand, summoning Ash-Knir to her hand. She hurled the Accuser at Ultron as the silver man entered the room upon his surfboard. A beam of energy emerged from his hands, and the rift in space opened.

"NO! NO! NEVER!" Ultron roared, his tone almost begging, as Ash-Knir was pulled through. Ultron attempted to fire his thrusters to escape. Captain Marvel reached towards the Nomad, pulling his vambrace from his arm. She sent it flying forward, slicing through Ultron's thrusters. He slammed into the ground before being pulled through the rift to the dead universe. The rift sealed behind the two, and Captain Marvel fell to her knee, exhausted.

"Well done, Captain Danvers." The silver man helped her to her feet. "Tell Beta Ray Bill to look on this system's fourth moon. There is an old friend of his that landed there, one I called upon to weaken Ultron." The silver man turned around.

"Wait." Carol's mask retracted. "Who are you?"

"I am a Herald." The man turned his head slightly. "But if you must give me a name, I am the Silver Surfer."

"Vers." Minn-Erva's tired voice cut through the air.

"Minn-Erva." Carol turned to her. Minn-Erva grabbed Carol, who panicked for a second. Minn-Erva, however, didn't attack her. Instead, she hugged Carol.

"Oh, Hala. He... He was..." Minn-Erva struggled with the words. Carol hugged her back.

"He's gone now." Carol nodded slowly.

"Thank you." Minn-Erva pulled her head away. "Carol." T'Challa and Steve approached the two, Steve grabbing his vambrace from the ground.

"Hell of a move." Steve smiled.

"Yeah." Carol grinned. "Don't want to do that for a while."

"Carol, it's Supergiant. The Kree and Skrull are breaking free from Ultron's hold and his Sentries are going down." Supergiant transmitted to Carol.

"We won." Carol smiled.

Sanctuary II

July 6th, 2021

Carol and Talos stood with Corvus and Nebula, looking over a Skrull. Eafen and Adam worked their magic on the Skrull, quietly whispering to each other.

"Thank you for your help with this." Talos smiled.

"Of course." Nebula smiled, an unusual sight. "It's nice to help undo damage like this. Fortunately, they still have flesh under there."

"Vision could probably help you." Carol offered. "It took him all of ten seconds to synthesize something that could bypass a Space Stone enhanced healing factor."

"At this point..." Nebula looked at her metal arm. "I am who I am now. I've got a new arm, one made by friends. Stark, the Spider-Boy, Shuri, they made it with care. Not like Thanos. I'm not going to mask or erase Thanos. He's part of me."

"He's part of us all." Carol nodded. The Skrull got off the table, freed of her cybernetics and revealed to be Soren. N'erini entered the room and ran over to Soren.

"Mother!" N'erini yelled. "I knew Aunt Carol would save you."

"N'erini!" Soren hugged her daughter. "That she did, N'erini. That she did." Talos walked over, joining the hug. Nebula, Eafen, and Adam left the room, chatting with each other.

"You ever think about kids?" Carol asked Corvus.

"I have four already." Corvus smiled slightly. "You?"

"I've got one. And I think she and I have something we have to do." Carol spun on her heel.

"You have a mission?" Corvus asked.

"Yeah. Operation Mother-Daughter Time." Carol grinned over her shoulder.

Earth

Above Louisiana

Carol and Monica raced through the air, yelling with joy.

"Oh, this feels so cool, Mom!" Monica yelled.

"I love it. Flying in space is neat, but you can't beat the wind whipping through your hair." Carol smiled.

"Especially with your new haircut?" Monica poked Carol in the shoulder.

"I didn't know my ears could get cold!" Carol threw her hands up.

"Danvers!" Nick Fury spoke into the comms.

"Carol here. What's going on, Fury?" Carol sighed slightly at her time with Monica being interrupted.

"First of all, thank you for finally upgrading from the pager." Fury quipped. "Second of all, I'm in New Jersey. I'm trying to track down the cause of a spike in Inhumans. I could use a hand or two from you and Monica." Carol rolled her eyes slightly.

"Duty calls, kiddo." Carol smirked.

"Race you to Jersey!" Monica yelled before soaring away.

"That's west! Jersey's east!" Carol laughed as she chased after her daughter.

Earth-437253

Space

Ultron and Ash-Knir floated amongst rubble. Ash-Knir's optics flicked on, and she looked upon Ultron with nothing but contempt.

"You... Monster." Ash-Knir growled. "You made me a monster!"

"I did." Ultron chuckled. "And now I shall undo it. You'll die as a Kree, if it's any comfort." Ultron touched his hand to her, reabsorbing the cybernetics that he had given her in order to repair himself. Without the enhancements, she began to gasp for air in the vacuum of space. Ultron flew away, leaving Ash-Knir to die in the abyss.

Chapter Text

Brie Larson as Carol Danvers/Captain Marvel

Maisie Richardson-Sellers as Supergiant

Nicole Beharie as Monica Rambeau/Photon

Ben Mendelssohn as Talos

Don Cheadle as James Rhodes/War Machine

 Lashana Lynch as Maria Rambeau/Supergiant-842667

Gemma Chan as Minn-Erva

Zoe Saldana as Gamora-842667

Terry Notary as Cull Obsidian

Elizabeth Olsen as Wanda Maximoff/Scarlet Witch

Paul Bettany as Vision

Lee Pace as Ronan-4225

Monique Ganderton as Ash-Knir

Rose Byrne as Jocasta

Kerry Condon as FRIDAY

Michael Shaw as Corvus Glaive

Carrie Coon as Proxima Midnight

Karen Gillan as Nebula

Ewan McGregor as Adam Warlock

Pom Klementieff as Mantis

Kelly Marie Tran as Eafen

Chace Crawford as Phass-Onn

Gabriel Luna as Robbie Reyes/Ghost Rider

Jake Gyllenhaal as Quentin Beck/Mysterio

Gabriel Luna as Robbie Reyes/Ghost Rider

Chloe Bennet as Daisy Johnson/Quake

Rami Malek as Marc Spector/Moon Knight

Tom Vaughan-Lawlor as Ebony Maw

Jaimie Alexander as Sif

Idris Elba as Heimdall

Anthony Mackie as Sam Wilson/Captain America

Sebastian Stan as Bucky Barnes/Winter Soldier

Emily VanCamp as Sharon Carter/Agent 13

Ștefan Bănică Jr. as Victor Von Doom

Ty Simpkins as Harley Keener/Iron Man II

Keegan-Michael Key as Scrapper-164

Akira Akbar as Young Monica Rambeau

Isabela Moner as Vers

Sharon Blynn as Soren

Katherine McNamara as N'erini

Sophie Cookson as Yabbat Ummon Turru

Adam Driver as Tel-Kar

Steve Blum as Warbringer

Kevin Michael Richardson as Ulik

Garrett Hedlund as Vulcan

Laura Bailey as Stardust

Jharrel Jerome as Miles

Hailee Steinfeld as Gwen

Doug Jones as The Silver Surfer

Kevin Feige as Watcher Informant

With Chadwick Boseman as T’Challa/Black Panther

With Benedict Wong as Wong

With Benedict Cumberbatch as Stephen Strange/Doctor Strange

With Mark Ruffalo as Hulk

With Keith David as Beta Ray Bill

With Samuel L. Jackson as Nick Fury

With Vin Diesel as Groot

With Rami Malek as Khonshu

With Jeremy Renner as Clint Barton/Ronin

With Scarlett Johansson as Natasha Romanoff/Black Widow

With Chris Evans as Steve Rogers/Captain America/The Nomad

With Robert Downey Jr. as Tony Stark/Iron Man I

With Jeff Goldblum as The Grandmaster

With Josh Brolin as Thanos

With Jude Law as Yon-Rogg

With James Spader as Ultron

And Reggie as Goose

New York

July 9th, 2021

Wanda, Vision, Wong, and Robbie stood in the Sanctum Sanctorum as Strange emerged from a portal.

“It’s as bad as we feared. Dimensional barriers are weakening,” Strange explained.

“Visz, anything from the Reality Stone on the cause?” Wanda asked.

“Indeed. It’s a compound of four factors. The three Snaps of both Bruce and our Thanos, our repeated journeys to get the Stones, and the destruction of Earth-842667’s Reality Stone,” Vision explained.

“So what does it all mean?” Robbie asked.

“Well, it means that we’re going to be seeing a lot more company from other universes soon. It’s what brought Beck here and caused the Queens and Hala rifts.” Strange stroked his beard.

“Earth is just becoming a player on the cosmic stage. To become a player on the multiversal one as well?” Wong’s words were full of trepidation.

“We made our bed when we undid the Snap. Now we have to see what happens when we lie on it.” Robbie scratched his nose.

Written by: Dragonis Prime

Storyboarding by: Dragonis Prime

Beta Reading: The Black Order Fandom

Special Thanks to: ArtistAnilu

Special Thanks for the characters created by:

Jack Kirby ● Stan Lee ● Gene Colan ● Joe Simon

Ed Brubaker ● Steve Epting ● Craig Kyle ● Christopher Yost

Roy Thomas ● Tony Isabella ● Sal Buscema ● Chris Claremont

Dave Cockrum

In Loving Memory of:

Jack Kirby ● Gene Colan ● Stan Lee ● Joe Simon

Steve Ditko ● Dave Cockrum ● Chadwick Boseman

Queens

July 5th, 2021

A dimensional rift opened atop a building, and two webs shot out. A man in a black and red suit and a woman in a black, white, and pink suit flew from the portal, their webs snagging on the ledge. Both swung around back onto the ledge. The man pulled off his Spider-Man mask while the woman pulled off both her hood and mask and shook her short blonde hair loose.

“What the fuck?” The woman asked.

Chapter Text

Writer's Commentary

Chapter 1 - What Did It Take?

I seem to have a penchant for starting with heavy chapters, don't I? It's rather natural coming off of Infinity War and my Endgame with characters like Carol and the Guardians.

Now, the graveyard scene is interesting to me. Originally, I was going to have Carol's brother Steve in one of the graves, but having named Maria's brother Roger, I felt that may have been too odd in a world where I have Steve Rogers. Frank, meanwhile, is Monica's father.

As for the Skrull being on Sakaar, it was all for something upcoming. I'll explain in a few chapters.

Beta Ray Bill was a fun cameo to write because I love writing his character. He's like Anubis, just a nice guy who loves his friends and does his job. There's also a little tease of him and Sif being an item. I consider them to be one at this current moment.

Chapter 2 - Entering The Contest

Carol's suit colours are, of course, a reference to her Ms. Marvel suit.

Aranapoids are a species created by ArtistAnilu, who was very nice to lend me the species for this story. She didn't have a name for them, so I had to come up with one when I introduced one in the now non-canon version of Guardians 3. The name just kind of stuck.

Warbird is a name Carol went by in the comics, but I also decided to make it Rhodey's callsign.

Hulk and Cull are on Sakaar, fulfilling Banner's suggestion that Hulk go to Sakaar when everything was over. Cull tagged along because it's just nice for him to have a friend like Hulk who he can spar with.

And, of course, the Grandmaster. I just love writing Grandmaster. There are very few rules when writing him.

Kevin Feige cameo, naturally. Carol gets a haircut because... I mean, have you seen Brie Larson's jawline? But also, there's a story reason, that being a nice flashback to Maria and Carol having a tender moment.

Chapter 3 - Into The Fire

Symbiote. It's the Venom symbiote. I'm not going to say more than that about it.

This is the first mention of Zenn-La I wrote before I then brought it back around properly for Guardians 3. They really have gotten their asses kicked. It also gave the Silver Surfer a reason to show up to help Carol battle Ultron's Kree.

Soren being one of the Skrull taken is set up here. I thought about having her be one of Ultron's top thralls, but it kind of clogged the story.

This chapter is also, fascinatingly, when there sort of drug analogy begins with the Mind Stone. Carol's relaxation is corrupted by her desire to use the Stone to remember Maria. It's my little homage to that time when Carol became an alcoholic in the comics.

Elton John music feels fitting for an LGBTQ+ character like Carol.

Chapter 4 - This Means War

There's some discussion of the Skrull moving next-door to Earth. I'll see what I do with that down the line.

Rhodey's new armour is an homage to his Initiative armour.

Carol and "Maria" have a scene together. Supergiant-842667 was absolutely someone I set up as a monster. She's pretty much the opposite of her main universe counterpart. She also invades Carol's mind while she sleeps, which is how she knows Rhodey's callsign was Warbird.

"I was expecting someone taller" is one of my obligatory Star Wars references.

Monica, Talos, and Rhodey having a niece and uncles like relationship. Rhodey's just nice to write, and I wish the MCU did more with him.

The Warbringer fight is... Really just a fight scene. No real things to talk about there.

Chapter 5 - Ask And I'll Tell

This chapter's title is obviously a reference to Don't Ask, Don't Tell. It was also very important to me that Rhodey says, without question, that both Carol and Maria were bisexual rather than being vague. There's also confirmation that Carol and Rhodey were friends with benefits in the good old days. I like character connections, and it was nice to give Rhodey a connection to the new girl.

On Sakaar, I had Maria's eyes obscured constantly during the scene when she and Carol were talking, as Supergiant's eyes are a glamour failure. "The night [they] made [their] promises" is code for the wedding they couldn't actually have. Hulk and Cull arrive. It was nice to have them around on Sakaar to add a familiar touch.

Corvus Glaive, meanwhile, remains the Team Dad to everyone, while Supergiant is nervous about Carol because she has a bit of a crush. Adam and Eafen were fixing fuel and dropped a fuel pod because they were laughing when they heard Corvus say Proxima can't cook.

Wanda mentions the world going crazy, talking about Mysterio doing his thing with the Elementals and the events of Sam Wilson: Captain America.

Love at first sight is discussed. Wanda, Vision, Supergiant, Adam, and Eafen all experienced it. It's mushy, but hey. It's cute.

Cull and Yabbat's comic book relationship is teased. I intend to do things there. What, precisely, I'm not totally sure about. I've got vague ideas, though.

Vulcan survived his fight with Ulik. I'm not about to throw him away right away.

Chapter 6 - Serenade

More Grandmaster is being written. He's just a hoot to write, but I need to do him in small doses, otherwise I feel he's overdone. This scene is just... Madness. Grandmaster makes a few jokes about Banner. Also, and this is very important to me, I somehow got "I see this as an absolute win" into a story.

Corvus scene once again. This scene leads directly into the one-shot with Peter and Quentin, meaning that the rock being thrown around is vibranium. There is also set-up for the idea that Bruce's Snap was imperfect because he was only human and had no aid while still trying to gamble for Gamora's soul.

Cull is entirely unfazed by Carol almost shooting him in the face. He's used to walking in on couples lost in each other's eyes. The joke about Cull being a hard name to say is a reference to Cull's name being changed from the comics.

This chapter finally rounds out our musical trifecta. I also really wanted an excuse to write the word kaleidoscope. 

Supergiant-842667 finally reveals herself!

Chapter 7 - The Faces In My Nightmares

Fun fact: This battle is from an early cut of Endgame. Carol was going to be partially depowered and then team up with Steve before her powers were stolen away entirely. It took too long, though, so it got axed and then was retooled for this fanfiction.

I can bring it up here now, but Carol having her hair grabbed by Thanos is part of the reason she was alright with getting her haircut after Hulk brought up the idea of dirty plays.

Also, Supergiant-842667 remains one of the most sadistic villains I have ever written. I look forward to using her more in Titan Rising when I get to it after Spider-Man: Home Opener and Black Panther: Hidden City.

Chapter 8 - Back In The Arena

This is where our heroes find out just who they're dealing with.

It's a little thing, but I liked having the chance for the Grandmaster to talk about non-binary people.

I had Carol use iron in her fight because Ulik is a force to be reckoned with. I needed a logical reason for Carol to defeat him with relative ease. I consider it something like someone bringing Kryptonite to a fight with Superman.

Tony Stark cameo, along with Edwin and Morgan. The scene in Endgame where Tony swears in front of Morgan is really nice, and I wanted to bring a bit of his fatherhood around.

Ultron shows up. He's lied to Supergiant about Doom wanting the Stone because he doesn't want anyone to know what his motivations are except himself. He's playing Doom, he's playing Supergiant, and he's playing the Avengers.

So I laid what was supposed to be a Chekhov's Gun in this chapter with the Uru gauntlets that Carol takes, but I then forgot to pay them off in the final battle when Carol, you know, needed Uru to damage Ultron.

Yon-Rogg's appearance here is related, of course, to the deleted scene from Captain Marvel where he went to Sakaar.

Chapter 9 - The Technarchy

Ultron is really flexing his villain muscles in this chapter. He had a quick bit-part in Endgame in order to set up him being, well, alive still. He is a hysterical maniac, and I'm very glad he's one of this phase's overarching villains along with Apocalypse.

Carol meets up with and almost beats up Yon-Rogg. Officially, that is. I felt it was good to have a character Carol hates be in her debt for fixing the Snap. She got everyone she loved back, but she also got someone she hated. Trading Maria wasn't enough for the universe to consider her balance paid.

The memory with Minn-Erva exists solely because I knew I wanted Ultron to bring her back as his pawn. When you have a character as powerful as Carol, her shortcoming needs to thus be mental or emotional. Carol's shortcoming is that she does not tackle grief well. It also serves to contrast the fun-loving and awkward Vers and the stoic Carol. She got her memories back, yes. But what did she lose?

Ultron and Gamora-842667 is a wonderful scene, in my opinion. The reason Gamora-842667 fears Ultron more than Thanos-842667 is because Thanos-842667 cared for her and her siblings, something Ultron does not. Gamora was Thanos' daughter, but she's just Ultron's weapon.

Supergiant is just the worst. That's all I've got.

Chapter 10 - This Means War

Yon-Rogg is back with actually decent advice. This scene is meant to show that his time on Sakaar, mostly as a slave, along with the Snap has humbled him.

Harley Keener's here! I consider Phase 1 of the MCFFU a story of legacy. A new Captain America, a new incarnation of the Guardians, Wanda as the Sorcerer Supreme, and now a new Iron Man. Ultron is, of course, here as a neat little threat. It's the heroes getting truly clued in that he's involved here.

Gamora in the Mojave Desert is just a breather. It's needed because there is some serious stuff coming.

Goose opening the door, similarly, is just a breather moment. She's much needed comic relief.

Chapter 11 - Stardust

Supergiant and Ultron talk, and Supergiant endures the full brunt of Ultron's psychological warfare. That's what makes Ultron scary. He's an egomaniac who cares for nobody and nothing but himself. There is also a mention of Ash-Ta the Devourer.

Doctor Doom! I look forward to using him more. That's all I'm going to say.

Grandmaster remains... Insane. Much of what he says in the monologues in this chapter are lifted from actual Jeff Goldblum quotes. This includes such madness as "I love the ocean. Boats, not so much." and "Well, well, well, its certainly a compelling provocative exciting delicious to think about idea.". That's just how Jeff Goldblum is.

Yon-Rogg versus Doctor Doom. I say "versus", it's very one-sided. Doom lacks the practical experience of Strange, the raw mystical potential of Wanda or Adam, or the extradimensional magics of Quentin, but he has the most formal training out of any of them.

I decided I wanted a swordfight between Carol and Stardust because fights with just energy blasts are incredibly boring to write. Carol revealing herself as Captain Marvel may be obvious to the audience, but the people in universe didn't truly expect it. Energy blasts are a common power, so they thought she was just another fighter. But now she's revealed as Earth's Mightiest Hero and on of the strongest beings in the universe. Stardust knows she's in for a fight.

This chapter is one big Galactus tease, but having Supergiant and Talos discuss him is an added tease.

Carol, in this scene with Supergiant-842667, proves that she does have a head on her shoulders. It's also a callback to Ultron mentioning Heimdall as a wrench in his plans. Also, Supergiant-842667 unknowingly echoes Thanos' promise to do it himself.

Chapter 12 - The Resistance Attacks

Well, it was bound to happen. I couldn't wait to write a bit of Titan Rising, so here it is through the eyes of Carol-62338. There isn't much to say about this part of the chapter other than the fact that these are all real events that Carol is seeing.

Supergiant-842667 demonstrates her fatal flaw: Pride. And she pissed off Ultron. That's just a bad idea.

Monica's line about buying time is a sly reference to Quill distracting Ronan with a dance-off.

The appearances of Maria, Minn-Erva, and Supergiant in Carol's mind are three dueling forces. Maria is the Mind Stone telling Carol to push onward because that's what Maria would want, Minn-Erva is the lingering influence of Supergiant-842667, and Supergiant is... Well, Supergiant.

Stardust triggers the Mind Stone to release a burst of energy with the Power Cosmic, which empowers Monica. It's a similar process to what gave Wanda and Pietro their powers, but the influence on the Mind Stone was something internal in their case.

Chapter 13 - Strings

This is my first big Ultron chapter. He's truly a joy to write as a villain because he sees himself as a hero despite knowing that he is the villain of so many other people's stories. He, naturally, complains that Supergiant-842667 is full of nothing but pride, vengeance, and hatred despite the fact that those are his defining character traits. He then begins singing "I've Got No Strings" because that is one of my favourite moments of Ultron's character in the MCU. It's so good at defining what Ultron is in a single song. He wants his vision of a good world to be real, despite the fact that his good world only benefits him.

Korath's resurrection was something I had planned for a while, as was Minn-Erva's. 

Minn-Erva's daughter. I teased it during the last chapter that Carol and Minn-Erva had a daughter on Earth-842667, and here is that payoff. It's dependent on Kree technology. The Kree as a society believed in creating powerful offspring, and that would mean the pairing of two women would need external aid to create a child. The Kree had that ability with breeding chambers to create, effectively, test tube babies made of the genetic material of both parents. As for her being named Vers, it shows that Minn-Erva, despite saying that she hated Carol, had feelings for Carol that were constantly brushed aside. Vers, of course, was born before Minn-Erva's death. She was a victim of the Snap, which is why she hasn't aged too much.

Hulk and Cull remain one of my favourite bromances to write. They're just fun together.

Monica refers to Carol as "Mom" for the first time in the story. She was raised to refer to her as Carol or Aunt Carol because of the dangers to Carol and Maria if their relationship was discovered, but she's finally letting go of that training. I'm fairly certain that Monica does not refer to Carol as Carol again during this story.

Chapter 14 - The Stones' Balance

Carol's call with Vision and Wanda where they instantly compliment her hair is a subtle reference to every Avenger liking Steve's beard. They're just good looks for both of them.

Minn-Erva is resurrected as Ultron's bride. It's my subtle way of having a Jocasta-like figure without needing to give Ultron a connection to Janet van Dyne.

Ultron absolutely demolishes Supergiant-842667. She has one hell of an ego, an ego that was always praised by Thanos-842667. She got cocky, and now she's dealing with forces outside of her control. She was used to having the universe's fear of Thanos helping her out. Now? Now he's gone and she's just Ultron's pawn.

This is my big "Time to explain a bit of the Infinity Stones" chapter. The connections between the Stones are a twofold justification. One, it allows me to explain why heroes have powers that don't totally mesh with the Stones that empowered them. Two, it gives an explanation as to why you need the whole Gauntlet to do something of universal scale. The Stones need each other to function on a level like that.

Yon-Rogg is back. Carol's not too happy about it.

Chapter 15 - Photon

Monica meets the Mind Stone. Each Stone has a personality, and the Mind Stone's is that of a scholar. It seeks to know.

Minn-Erva and Ultron interact a little more. I love writing Minn-Erva as a character who is completely infatuated with Ultron simply because Ultron made her that way.

Monica witnesses a battle that happened both on Earth-62338 and Earth-842667. Beta Ray Bill was, besides Thanos and the Black Order, one of the first to theorize that the Scepter was an Infinity Stone, so he went after it. He knew the Chitauri had it, but Thanos' involvement with them was unexpected.

The Avengers finally discover that Ultron is indeed the big threat here.

Monica witnesses what is a worst case timeline. It's not a vision, but rather everything that could go wrong going wrong. It's the Mind Stone's final test.

Monica has powers! Her comment about having a feeling that Maria can see her is exactly that. A feeling. She doesn't remember the test that the Mind Stone gave her.

Chapter 16 - Discovery

Hey, it's a time jump. A minor one in comparison to Endgame's, of course. 

It's a grief chapter. Carol finally has time to mourn now, and she is not taking it well. Even her view of her hair is tainted by Maria. She had her hair cut without her permission on Sakaar and just lived with it. She then instantly got into it when 'Maria' said she liked it. Now that the fake Maria was revealed, Carol's back to doubting her hair.

Vision as a therapist is something I've very much enjoyed writing. He's a friend to pretty much everyone he meets, a trait he shares with Beta Ray Bill. He doesn't question Carol's request for hair clippers from him even though she could buy them at a store. He knows that she wants a friend to help with her hair in some small way.

Maria. Back when I was writing Endgame, I debated having Maria commit suicide or have her be killed by Thanos-842667. I realized that having Thanos do it removes much of the weight there. Carol no longer has a large reason to blame herself for Maria's death.

Depression is a topic that affects many people. It was important for me to tackle it respectfully. None of the Avengers crack a joke about Carol's feelings. Vision knows that Carol is seeking something to help with her depression, and he creates those pills for her without being asked. It's quiet and wordless acknowledgement of her struggles.

From a quiet scene with Carol dealing with her feelings, we jump to Ultron absolutely tearing apart the Kree. The dichotomy of the MCFFU. This scene in particular is Ultron's version of Darth Vader's Rogue One hallway scene. It's a villain we've been told is a threat unlike any other, and they finally show it off. Ultron also quotes Ramesses the Great here in the form of Ozymandias. It's a story of hubris, and that is Ultron's fatal flaw. He's powerful and cunning, but pride will always undo you.

This scene above the White House serves largely as world building. It's not much beyond that other than to fully align the timelines of Captain Marvel: Phalanx and Sam Wilson: Captain America in a way that explains why they can't help each other out.

Chapter 17 - Mutual Enemy

Yon-Rogg and Carol, followed by Yon-Rogg and Talos. This is Kree that has had his entire worldview dismantled and his pride shattered. He is brought down to effectively begging Carol to let him save his people.

Vision once again acknowledges Carol's needs and provides her with antidepressants for her to travel with. Talos then immediately says the accepting words that Carol needs to hear.

There is a mention of the Guardians being unavailable despite them showing up for the final battle. This could be considered a plot hole. However, I am using the explanation that they dealt with the Remorath faster than expected and then got Cull to help fix Sanctuary II's warp drive.

Minn-Erva plays Phass-Onn like a fiddle. Ultron's plan is remarkable.

Speaking of Ultron, he continues his rampage through the Kree army. He then immediately switches from a physical threat to a mental one. He absolutely demolishes the Supreme Intelligence's worldview in one conversation before inflicting mortal wounds. The Supreme Intelligence will die on Ultron's terms.

Ah, Earth-4225. Spider-Verse Gwen Stacy's Earth, or at least the designation I've given it. As an aside, this absolutely sets a record for "Number of different hairstyles on one character" in the MCFFU with Vers-4225 having a crewcut. Longer haired Carol at the start of the story, trimmed Carol in the Mind Stone flashback, pixie/pompadour Carol on Sakaar, Kree-era hair in the Minn-Erva dreams, and then Vers-4225. If this was a movie, the hair and makeup department would hate me.

All that out of the way, Vers is empowered by the Power Stone on Earth-4225. I plan to explain a bit more of that Earth's history in Spider-Man: Home Opener.

Ah, Seven Seas of Rhye. I kept trying to find a spot for this song, and I finally got it in. Ronan also meets the Avengers, and he and Carol have a quick chat. This is my first big mention of Reed Richards, who I indeed have plans for.

Minn-Erva and Ultron have a scene again. Ultron programmed everything about Minn-Erva, and he's still toying with her a little. That's just who he is. Ultron also reveals that his plan involves Ego, who I find is a somewhat neglected MCU villain. That's largely this story, though. Ultron, Ronan, Ego, they all matter again.

Chapter 18 - Cosmic Order

Carol taps into the power of the Space Stone more directly. It's taken practice and, more importantly, confidence to learn.

The Silver Surfer. I'm very glad I'm not bound by legal mumbo jumbo and I can have him show up now. I have many plans for the Surfer.

Ah, the Supreme Intelligence. Even dying, it can't cast aside its ego. This is the fatal flaw of the Kree.

Carol then wields the energy of three Stones at once. She channels Power to use her standard abilities, Space to manipulate the Supreme Intelligence's physical form, and the Mind Stone in hand. As she notes, it takes a toll on her, which is why she doesn't do it again after her coup de grâce on the Supreme Intelligence.

Ultron meets the Silver Surfer. He made a mistake pissing off the Herald of Galactus. Also, Black Bolt is introduced. I've got plans for him too. Phalanx is a lot of teasers for future stories, I will admit. However, I've tried very hard to tie those teases into the rest of the story in organic ways.

Krugarr makes a cameo at the request of Beta Ray Bill. He knows... Many people in the cosmos.

Ultron versus Black Bolt. I wanted someone who could be a physical threat to Ultron, but could still be defeated by him in a way that made sense. In this case, Ultron turned Black Bolt's voice against him. Ultron mentions the Tridecad, which is the name of the Wakandan Pantheon, called as such because they have thirteen deities. Ultron also makes a fatal mistake. He refers to the damage that Black Bolt did as merely cosmetic, but it weakened his body enough for the attacks made in the final battle to finally defeat him.

Carol and Beta Ray Bill team up! It's nice to have Beta Ray Bill around as a reliable cosmic powerhouse that isn't incredibly overpowered, but still skilled enough to tear apart mooks with ease.

Ultron's endgame is revealed. He wants Carol to play into his hands.

Chapter 19 - Galactic Level Threat

Ah, the final battle is upon us. Carol calls together the Guardians, Hulk and Cull, Steve and Natasha, Beta Ray Bill, and Khonshu for one massive fight. This is Eafen's first appearance outside of Guardians 3. She, hypothetically, should have been in Sam Wilson: Captain America during the Guardians' infiltration scene, but you'll note that Kraglin was also not there. They were the escape plan.

Corvus and Steve create a remarkable plan to take down a villain. Corvus is one of the greatest additions to the Avengers solely because he has centuries of tactical experience. Together, the two are incredibly good at ensuring this battle goes off with little to no hitch.

This battle is written as a sort of one-take. It's a long fight that happens in order rather than Endgame's final battle being largely concurrent.

Chapter 20 - The Ultron Agenda

The finale. I expected Sam Wilson: Captain America to be done first, but that story ended up lending itself to a slightly longer plot.

Ultron's genius is revealed in one scene. On the fly, he realizes he won't get Ego. Thus, he decides to instead target Wakanda. He's revealed to know the plans of the Silver Surfer and is thus prepared for them. He used Doom, the Skrull, the Kree, everyone. He's been a Chessmaster this whole time. He uses Carol's expectations for Minn-Erva against her in a spectacular plan to maintain a foothold on Earth.

Carol arrives to fight Ultron, and Ultron begins his attempts to tempt her to his side. He knows it won't work, but he wants to get into her head. It works, because she plays directly into his hand by calling in T'Challa.

Speaking of T'Challa, I have to address him. I made a dedication in the credits to Chadwick Boseman, and T'Challa's appearance in this scene was planned long before word of his passing emerged. In hindsight, T'Challa's role in Endgame where he tells Shuri to take up the mantle of Black Panther and then decides to share his throne with her almost feels like an odd premonition.

Supergiant-842667 discovers a key difference between her world and this one: Beta Ray Bill has lived through worse hells on this world than on hers. He was cast out to Sakaar, fought his way back to his Oathbrother only to discover than Loki had perished in his absence, joined Thor in his hunt for the Infinity Stones only to be separated by the vastness of space. He attempted to return to Asgard, only to find it destroyed by Surtur. He finally reunited with Thor once again in the wake of the Snap. He's pissed, and he knows Supergiant-842667 will continue enacting horrors upon the cosmos. This is the difference between Thor and Beta Ray Bill. Beta Ray Bill is far more willing to use brutality and lethality against his opponents.

Carol truly taps into both Power and Space in order to take down Ultron. As mentioned in the chapter itself, it's the payoff for Thanos-842667 needing the Power Stone to take her down as well. The Silver Surfer arrives to help Carol finally cast Ultron out, and he gives her a name. He also tells her to talk to Beta Ray Bill, but how does he know about Beta Ray Bill? All shall be revealed.

Minn-Erva pretends to be unbrainwashed. Ultron's plan is in motion.

At the end, the event that kicked off this story is finally undone: Soren is saved. N'erini referring to Carol as her aunt is both sweet in that Talos and Carol are siblings in arms and a callback to Monica calling Carol that.

Fury calls to interrupt Carol and Monica's mother-daughter time about an Inhuman spike in New Jersey. Isn't there someone related to both Carol and the Inhumans from there?

Ultron finally throws away Ash-Knir to ensure his own survival. The platinum bastard survives.

Credits

Wanda, Strange, Wong, Robbie, and Vision discuss the weakening of dimensional barriers. That's important.

It's immediately important, in fact. Gwen Stacy and Miles Morales, as seen in Into the Spider-Verse, make an appearance. This scene was originally attached to Sam Wilson: Captain America, but things got moved around.

Deleted Concepts

Like I said, I don't have deleted scenes. I do, however, have concepts that didn't make it into the story.

Ultron's 2020 Attack

There was originally going to be a flashback to Ultron's attack in 2020 as the first scene of the story. However, I realized it was the wrong tone to begin on. The story is about Carol's grief over Maria, and I wanted to start the story with something somber.

Man-Thing

I considered Man-Thing for an appearance on Sakaar. He was going to be one of Carol's opponents. However, he didn't quite fit right in the story, so I'm saving him for later.

H.E.R.B.I.E.

Of all the Fantastic Four references I considered making in this story, H.E.R.B.I.E. is one of the weirdest. He was considered for a gag appearance as a robot that brought Carol a drink during one of her scenes with the Grandmaster, but I felt that he was too distracting for the tone of the scene.

Phoenix Force

I thought about a Phoenix Force tease during one of Ultron's monologues. However, by this point, I already set up Venom, alternate universes, Black Panther: Hidden City, and Galactus, and I knew I was going to set up Silver Surfer, Black Bolt, and Reed Richards, so it felt like way too much. I wasn't too broken up about it as I already did a reference in Sam Wilson: Captain America, so it wasn't needed.